exv4w1



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C L I F F O R D                    
            
             
SOCIETE D’EXERCICE LIBERAL
D’AVOCATE A FORME ANONYME

C H A N C E



 


DATED 20 APRIL 2001



 


 


VIALOG CORPORATION

as Term A1, Term B and Revolver 1 Borrower



GENESYS S.A.

as Term A2 and Revolver 2 Borrower



BNP PARIBAS, CIBC WORLD MARKETS PLC, FORTIS BANK N.V./S.A.

as Arrangers



BNP PARIBAS

as Agent



and



BNP PARIBAS

as Security Agent



and



OTHERS







USD 50,000,000 TERM A1 FACILITY AGREEMENT

USD 30,000,000 TERM B FACILITY AGREEMENT

USD 5,000,000 REVOLVING 1 FACILITY AGREEMENT

USD 35,000,000 TERM A2 FACILITY AGREEMENT

USD 5,000,000 REVOLVING 2 FACILITY AGREEMENT



















TABLE OF CONTENTS




									
		1. DEFINITIONS AND INTERPRETATION
		2. THE FACILITIES
		3. UTILISATION OF THE TERM FACILITY
		4. INTEREST PERIODS FOR TERM ADVANCES
		5. PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES
		6. UTILISATION OF THE REVOLVING FACILITY
		7. PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES
		8. MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES
		9. NOTIFICATION
		10. REPAYMENT OF THE TERM FACILITIES
		11. REPAYMENT OF THE REVOLVING FACILITIES
		12. MANDATORY PREPAYMENT
		13. CANCELLATION AND VOLUNTARY PREPAYMENT
		14. TAX GROSS UP AND INDEMNITIES
		15. INCREASED COSTS
		16. ILLEGALITY
		17. MITIGATION
		18. REPRESENTATIONS
		19. FINANCIAL INFORMATION
	20. OTHER INFORMATION
	21. FINANCIAL CONDITION
	22. UNDERTAKINGS
	23. EVENTS OF DEFAULT
	24. COMMITMENT COMMISSION AND FEES
	25. COSTS AND EXPENSES
	26. DEFAULT INTEREST
	27. BREAK COSTS
	28. OTHER INDEMNITIES
	29. CURRENCY OF ACCOUNT AND PAYMENT
	30. PAYMENTS
	31. SET-OFF
	32. SHARING
	33. ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGERS
	34. CHANGES TO THE LENDERS
		35. CHANGES TO THE OBLIGORS
		36. CALCULATIONS AND EVIDENCE OF DEBT
		37. REMEDIES AND WAIVERS, PARTIAL INVALIDITY
		38. NOTICES
		39. COUNTERPARTS
		40. AMENDMENTS
		41. GOVERNING LAW
		42. JURISDICTION
	U.S. $125 Million Credit Facility - Vialog Corp.








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CONTENTS




	 	 	 	 	 	 	 	 	 
	Clause	 	Page
	
	 	 	 	 	

	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	2.
	 	THE FACILITIES	 	 	24	 
	3.
	 	UTILISATION OF THE TERM FACILITY	 	 	26	 
	4.
	 	INTEREST PERIODS FOR TERM ADVANCES	 	 	27	 
	5.
	 	PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES	 	 	28	 
	6.
	 	UTILISATION OF THE REVOLVING FACILITY	 	 	29	 
	7.
	 	PAYMENT AND
CALCULATION OF INTEREST ON REVOLVING ADVANCES	 	 	31	 
	8.
	 	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES	 	 	32	 
	9.
	 	NOTIFICATION	 	 	33	 
	10.
	 	REPAYMENT OF THE TERM FACILITIES	 	 	34	 
	11.
	 	REPAYMENT OF THE REVOLVING FACILITIES	 	 	35	 
	12.
	 	MANDATORY PREPAYMENT	 	 	35	 
	13.
	 	CANCELLATION AND VOLUNTARY PREPAYMENT	 	 	38	 
	14.
	 	TAX GROSS UP AND INDEMNITIES	 	 	41	 
	15.
	 	INCREASED COSTS	 	 	43	 
	16.
	 	ILLEGALITY	 	 	44	 
	17.
	 	MITIGATION	 	 	44	 
	18.
	 	REPRESENTATIONS	 	 	45	 
	19.
	 	FINANCIAL INFORMATION	 	 	56	 
	20.
	 	OTHER INFORMATION	 	 	59	 
	21.
	 	FINANCIAL CONDITION	 	 	61	 
	22.
	 	UNDERTAKINGS	 	 	65	 
	23.
	 	EVENTS OF DEFAULT	 	 	77	 
	24.
	 	COMMITMENT COMMISSION AND FEES	 	 	83	 
	25.
	 	COSTS AND EXPENSES	 	 	84	 
	26.
	 	DEFAULT INTEREST	 	 	85	 
	27.
	 	BREAK COSTS	 	 	85	 
	28.
	 	OTHER INDEMNITIES	 	 	86	 
	29.
	 	CURRENCY OF ACCOUNT AND PAYMENT	 	 	87	 
	30.
	 	PAYMENTS	 	 	87	 
	31.
	 	SET-OFF	 	 	89	 










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	32.
	 	SHARING	 	 	90	 
	33.
	 	ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGERS	 	 	91	 
	34.
	 	CHANGES TO THE LENDERS	 	 	96	 
	35.
	 	CHANGES TO THE OBLIGORS	 	 	100	 
	36.
	 	CALCULATIONS AND EVIDENCE OF DEBT	 	 	101	 
	37.
	 	REMEDIES AND WAIVERS, PARTIAL INVALIDITY	 	 	103	 
	38.
	 	NOTICES	 	 	103	 
	39.
	 	COUNTERPARTS	 	 	104	 
	40.
	 	AMENDMENTS	 	 	104	 
	41.
	 	GOVERNING LAW	 	 	105	 
	42.
	 	JURISDICTION	 	 	106	 










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THIS AGREEMENT is made on 20 April 2001


BETWEEN:



	(1)	 	VIALOG CORPORATION in its capacity as borrower under the Term A1
Facility, Term B Facility and the Revolving 1 Facility (“Vialog
Corporation” and together with Genesys S.A. the “Borrowers”);
	 
	(2)	 	GENESYS S.A. in its capacity as borrower under the Term A2 Facility and
the Revolving 2 Facility (“Genesys S.A.”);
	 
	(3)	 	BNP PARIBAS, CIBC WORLD MARKETS PLC, FORTIS BANK N.V./S.A. as arrangers
(the “Arrangers”);
	 
	(4)	 	BNP PARIBAS as agent for and on behalf of the Lenders (the “Agent”);
	 
	(5)	 	BNP PARIBAS as security agent for and on behalf of the Lenders (the
“Security Agent”); and
	 
	(6)	 	THE LENDERS (as defined below).



IT IS AGREED as follows:





1.      DEFINITIONS AND INTERPRETATION



1.1     Definitions



		
	 	In this Agreement:
	 
	 	“A1 Margin” means, in relation to the Term A1 Outstandings and subject to
Clause 5.3 (Term Margin Ratchet), 2.25% per annum.
	 
	 	“A2 Margin” means, in relation to the Term A2 Outstandings and subject to
Clause 5.3 (Term Margin Ratchet), 2.25% per annum.
	 
	 	“Acquisition” means the purchase by Genesys S.A. of the shares of Vialog
Corporation on the terms of the Acquisition Documents.
	 
	 	“Acquisition Agreement” means the agreement dated 1 October 2000 between
Genesys S.A. and Vialog Corporation together with all schedules, exhibits
and attachments to such agreement.
	 
	 	“Acquisition Costs” means all fees, costs and expenses, stamp,
registration and other taxes paid by Genesys S.A. or any other member of
the Group on or prior to the Closing Date in connection with the
Acquisition, the Facilities and the Finance Documents.
	 
	 	“Acquisition Documents” means the Acquisition Agreement and all documents
to be executed pursuant thereto on or before the Closing Date in the form
attached to or agreed for the purposes of the Acquisition Agreement and
such other documents (if any) relating to the transactions contemplated in
such agreements and identified by the Agent and Genesys S.A. in writing as
an Acquisition Document.



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	 	“Additional Guarantor” means any company which has become an Additional
Guarantor in accordance with Clause 35 (Changes to the Obligors).
	 
	 	“Advance” means a Revolving Advance or a Term Advance.
	 
	 	“Astound’s Acquisition” means the acquisition of Astound, Inc., a
corporation incorporated under the laws of the Province of Ontario,
Canada, by Genesys S.A.
	 
	 	“Astound’s Acquisition Agreement” means the agreement dated 18 December
2000 between Genesys S.A. and Astound, Inc.
	 
	 	“Astound’s Acquisition Closing Date” means March 27, 2001.
	 
	 	“Astound’s Contact Center Business” means certain assets of Astound, Inc.
known as its contact center business unit, which are expected to be sold
by Genesys S.A. on or before 31 December 2002.
	 
	 	“Authorised Signatory” means, in relation to an Obligor, any person who is
duly authorised (in such manner as may be reasonably acceptable to the
Agent) to sign or execute documents on behalf of such Obligor.
	 
	 	“Available Commitment” means, in relation to a Lender at any time, the
aggregate of its Available Term Commitment and Available Revolving
Commitment.
	 
	 	“Available Revolving Commitment” means, in relation to a Lender at any
time and save as otherwise provided herein, the aggregate of its Available
Revolving 1 Commitment and its Available Revolving 2 Commitment at such
time.
	 
	 	“Available Revolving 1 Commitment” means, in relation to a Lender at any
time and save as otherwise provided herein, its Revolving 1 Commitment
less its share of the amount of the Revolving 1 Outstandings at such
time provided that such amount shall not be less than zero.
	 
	 	“Available Revolving 2 Commitment” means, in relation to a Lender at any
time and save as otherwise provided herein, its Revolving 2 Commitment
less its share of the amount of the Revolving 2 Outstandings at such
time provided that such amount shall not be less than zero.
	 
	 	“Available Revolving Facility” means, at any time, the aggregate amount of
the Available Revolving Commitment adjusted, in the case of any proposed
utilisation, to take into account:




			
	 	(a)	any reduction in the Revolving Commitment of a Lender pursuant
to the terms hereof;




			
	 	(b)	any Revolving Advance, pursuant to any other utilisation which
is effectively scheduled to be made in accordance with the terms
hereof; and




			
	 	(c)	any Revolving Advance which is effectively scheduled to be
repaid in accordance with the terms hereof,




		
	 	on or before the proposed Utilisation Date relating to such utilisation.





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	 	“Available Term Commitment” means, in relation to a Lender at any time and
save as otherwise provided herein, the aggregate of its Available Term A1
Commitment, its Available Term A2 Commitment and its Available Term B
Commitment at such time.
	 
	 	“Available Term A1 Commitment” means, in relation to a Lender at any time
and save as otherwise provided herein, its Term A1 Commitment at such time
less the aggregate of its share of the Term A1 Advances which are then
outstanding.
	 
	 	“Available Term A2 Commitment” means, in relation to a Lender at any time
and save as otherwise provided herein, its Term A2 Commitment at such time
less the aggregate of its share of the Term A2 Advances which are then
outstanding.
	 
	 	“Available Term B Commitment” means, in relation to a Lender at any time
and save as otherwise provided herein, its Term B Commitment at such time
less the aggregate of its share of the Term B Advances which are then
outstanding.
	 
	 	“Available Term A1 Facility” means, at any time, the aggregate amount of
the Available Term A1 Commitment adjusted, in the case of any proposed
utilisation, so as to take into account any reduction in the Term A1
Commitment of a Lender on or before the proposed Utilisation Date relating
to such utilisation.
	 
	 	“Available Term A2 Facility” means, at any time, the aggregate amount of
the Available Term A2 Commitment adjusted, in the case of any proposed
utilisation, so as to take into account any reduction in the Term A2
Commitment of a Lender on or before the proposed Utilisation Date relating
to such utilisation.
	 
	 	“Available Term B Facility” means, at any time, the aggregate amount of
the Available Term B Commitment adjusted, in the case of any proposed
utilisation, so as to take into account any reduction in the Term B
Commitment of a Lender on or before the proposed Utilisation Date relating
to such utilisation.
	 
	 	“Available Term Facilities” means, at any time, the aggregate of the
Available Term A1 Facility, the Available Term A2 Facility and the
Available Term B Facility at such time and “Available Term Facility” means
the amount of any such available facility.
	 
	 	“B Margin” means, in relation to the Term B Outstandings, 2.75% per annum.
	 
	 	“Budget” means the forecasted annual profit and loss accounts, balance
sheet and cash flow statement in agreed form for the period beginning on 1
January and ending on 31 December of each year starting with 2002 to be
delivered by Genesys S.A. to the Agent pursuant to Clause 19.7 (Budget).
	 
	 	“Business Day” means a day (other than a Saturday or Sunday) on which
banks are open for general business in Paris and London, and in relation
to any date for payment of any sum by any of the Borrowers, in Paris and
New York.
	 
	 	“Business Plan” means the financial projections including profit and loss,
balance sheet and cash flow projections in agreed form relating to the
Group, each prepared by the
management of Genesys S.A., (assuming completion of the Acquisition and
accordingly including Vialog Corporation and its subsidiaries) together
with a written business plan 



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	 	in agreed form, delivered to the Agent in
accordance with Clause 2.3 (Conditions Precedent).
	 
	 	“Capital Expenditure” has the meaning given to it in Schedule 9 (Financial
Definitions).
	 
	 	“Cash Equivalent Investments” means:




			
	 	(a)	debt securities denominated in dollars or euros issued by the
United States of America or each member state of the European Union
which has adopted euro as its lawful currency which are not
convertible into any other form of security;
	 
	 	(b)	debt securities denominated in dollars or euros which are not
convertible into any other form of security, rated P-1 or P-2
(Moody’s Investor Services Inc.) or A-1 or A-2 (Standard & Poor’s
Corporation), which are not issued or guaranteed by any member of the
Group;
	 
	 	(c)	certificates of deposit denominated in dollars or euros issued
by, and acceptances by, banking institutions authorised under
applicable legislation of the European Union, rated P-1 or P-2
(Moody’s Investor Services Inc.) or A-1 or A-2 (Standard & Poors’
Corporation) which at the time of making such issue or acceptances,
have outstanding debt securities rated as provided in paragraph (b)
above; and
	 
	 	(d)	such other securities (if any) as are approved in writing by
the Agent.




		
	 	“Cash Flow” has the meaning given to the term “Consolidated Cash Flow” in
Schedule 9 (Financial Definitions).
	 
	 	“Closing Date” means 24 April 2001 or any other date to be agreed by the
Borrowers and the Agent.
	 
	 	“Commitment” means, in relation to a Lender at any time, the aggregate of
its Term Commitment and its Revolving Commitment.
	 
	 	“Compliance Certificate” means a certificate substantially in the form set
out in Schedule 5 (Form of Compliance Certificate).
	 
	 	“Convertible Bonds” means the existing convertible bonds issued by Genesys
S.A.
	 
	 	“Convertible Bonds Indebtedness” means a principal amount up to 8,000,000
euros which is owed by Genesys S.A. in respect of its Convertible Bonds.
	 
	 	“Deferred Payment” means the deferred consideration payable to the
shareholders of Astound under the Astound’s Acquisition, which shall not
exceed the aggregate of (i) 4,000,000 euros and interest thereon accrued
at the rate of LIBOR (as defined for purposes of the Astound Acquisition
Agreement) plus a 2.75% margin from the Astound’s Acquisition Closing
Date to January 4, 2002 or the date on which full payment
of such deferred consideration shall be made and (ii) 50% of the net
proceeds of the sale of the Astound’s Contact Center Business.



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	 	“Dispute” means any dispute referred to in Clause 42 (Jurisdiction).
	 
	 	“Due Diligence Reports” means the market report prepared by Wainhouse, the
tax and finance due diligence report prepared by Ernst & Young the legal
due diligence report prepared by Joël Walker from Breslow & Walker and the
technical due diligence report prepared by David Detert, together with any
reliance letter addressed to the Arrangers, provided that such reliance
letters shall be in form and substance satisfactory to the Arrangers.
	 
	 	“Employee Plan” means an “employee benefit plan” as defined in Section
3(3) of ERISA, other than a Multiemployer Plan, that is maintained for, or
under which contributions are made on behalf of, employees of any US Group
Member or any ERISA Affiliate.
	 
	 	“EMU” means the Economic and Monetary Union.
	 
	 	“EMU Legislation” means legislative measures of the European Union for the
introduction of, changeover to or operation of the euro in one or more
member states, being in part legislative measures to implement EMU.
	 
	 	“Encumbrance” means (a) a hypothèque, a charge, mortgage, pledge, lien,
priorité or other encumbrance securing any obligation of any person, (b)
any arrangement under which money or claims to, or the benefit of, a bank
or other account may be applied or made subject to a combination of
accounts so as to effect discharge of any sum owed or payable to any
person or (c) any other type of preferential arrangement (including any
outright transfer and retention arrangement) having a similar effect.
	 
	 	“Environmental Claim” means any claim, proceeding or investigation by any
person pursuant to any Environmental Law.
	 
	 	“Environmental Law” means any applicable law in any jurisdiction in which
any member of the Group conducts business which relates to the pollution
or protection of the environment.
	 
	 	“Environmental Permits” means any permit, licence, consent, approval and
other authorisation and the filing of any notification, report or
assessment required under any Environmental Law for the operation of the
business of any member of the Group conducted on or from the properties
owned or used by the relevant member of the Group.
	 
	 	“ERISA” means, at any date, the US Employee Retirement Income Security Act
of 1974 (as amended) and the regulations promulgated and rulings issued
thereunder, all as the same shall be in effect at such date.
	 
	 	“ERISA Affiliate” means any person that for purposes of Title I and Title
IV of ERISA and Section 412 of the US Code is a member of any US Group
Member’s controlled group, or under common control with any US Group
Member, within the meaning of Section 414(b) or (c) of the Code.
	 
	 	“ERISA Event” shall mean any of the events described below in paragraphs
(i) to (v) inclusive:
	 




			
	 	(i)	(A) any reportable event, as defined in Section 4043 of ERISA,
with respect to an Employee Plan, as to which PBGC has not by
regulation waived the 



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	 	 	requirement of Section 4043(a) of ERISA that it
be notified within thirty days of the occurrence of such event
(provided that a failure to meet the minimum funding standard of
Section 412 of the US Code or Section 302 of ERISA shall be a
reportable event for the purposes of this paragraph (i) regardless of
the issuance of any waivers in accordance with Section 412(d) of the
US Code) or (B) the requirements of subsection (1) of Section 4043(b)
of ERISA (without regard to subsection (2) of such Section) are met
with respect to a contributing sponsor, as defined in Section
4001(a)(13) of ERISA, of an Employee Plan and an event described in
paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA
is reasonably expected to occur with respect to such Employee Plan
within the following 30 days;
	 
	 	(ii)	the filing under Section 4041(c) of ERISA of a notice of intent
to terminate any Employee Plan or the termination of any Employee
Plan under Section 4041(c) of ERISA;
	 
	 	(iii)	the institution of proceedings under Section 4042 of ERISA by
the PBGC for the termination of, or the appointment by PBGC of a
trustee under Section 4042 of ERISA, to administer, any Employee
Plan;
	 
	 	(iv)	the failure to make a required contribution to any Employee
Plan that would result in the imposition of an Encumbrance under
Section 412 of the US Code or Section 302 of ERISA;
	 
	 	(v)	an engagement in a non-exempt prohibited transaction within the
meaning of Section 4795 of the US Code or Section 406 of ERISA;
	 
	 	(vi)	a complete or partial withdrawal by a US Group Member or any
ERISA Affiliate from a Multiemployer Plan, or notification that a
Multiemployer Plan is in reorganisation; and
	 
	 	(vii)	the aggregate liabilities (determined on an ongoing basis)
among all defined pension plans maintained by any US Group Members or
ERISA Affiliate exceeds the values of such plans,




		
	 	in each case if the occurrence of which would reasonably be likely to have
a Material Adverse Effect.
	 
	 	“Event of Default” means any circumstance described as such in Clause 23
(Events of Default).
	 
	 	“Exchangeable Bond Agreement” means the agreement dated March 27, 2001
entered into between Genesys S.A. and Geene SAS, which provides for the
issuance by Genesys S.A. of exchangeable bonds to Geene SAS.
	 
	 	“Existing Financial Indebtedness” means at the date hereof an existing
Financial Indebtedness of Genesys S.A. of a maximum aggregate amount of
USD 750,000.
	 
	 	“Facilities” means the Term Facilities and the Revolving Facilities.
	 
	 	“Facility Office” means, in relation to the Agent, the office identified
with its signature below or such other office as it may select by notice
and, in relation to any Lender, the office notified by it to the Agent in
writing prior to the date hereof (or, in the case of a 



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	 	New Lender, at the
end of the Transfer Agreement to which it is a party as New Lender) or
such other office as it may from time to time select by notice to the
Agent.
	 
	 	“Final Maturity Date” means, in relation to the Term A1 Facility and the
Term A2 Facility, 28 April 2006 and in relation to the Term B Facility
“Final Maturity Date” means 31 October 2006.
	 
	 	“Finance Documents” means this Agreement, the fee letters referred to in
Clause 24.2 (Arrangement Fee) and Clause 24.3 (Agency Fee), the Security
Documents, the Intra-Group Loan Agreements, the Hedging Agreements entered
into by a Lender or an affiliate of a Lender (but not any other financial
institution) and any documents evidencing the terms of any other agreement
or document that may be entered into or executed pursuant to any of the
foregoing by any Obligors and any other document which is designated a
“Finance Document” in writing signed by a Borrower and the Agent.
	 
	 	“Finance Lease” means, in respect of any person, a contract treated as a
finance or capital lease in accordance with accounting principles applied
for the preparation of such person’s audited financial statements and
which has the economic effect of a borrowing.
	 
	 	“Finance Parties” means the Agent, the Security Agent, the Arrangers, the
Lenders and any Hedge Counterparties which are Lenders or affiliates of
Lenders.
	 
	 	“Financial Indebtedness” means, in respect of any person, any indebtedness
for or in respect of:




			
	 	(a)	moneys borrowed;
	 
	 	(b)	any amount raised by acceptance under any acceptance credit
facility or any amount borrowed under any overdraft facility;
	 
	 	(c)	any amount raised pursuant to any note or the issue of bonds,
notes or any similar instrument;
	 
	 	(d)	any amount raised by the issue of shares redeemable at the sole
option of the holders thereof;
	 
	 	(e)	all unconditional and irrevocable obligations to repurchase,
retire, defease or otherwise reacquire for value (i) any share
capital of such person or (ii) any warrants, rights or options to
acquire such share capital, in respect of transactions which, in each
such case, have the economic effect of a borrowing or which finance a
member of the Group or the Group’s operations or capital
requirements;
	 
	 	(f)	the amount of any liability in respect of any lease or hire
purchase contract which would be a Finance Lease;
	 
	 	(g)	the amount of any liability in respect of any advance or
deferred purchase agreement other than normal payment terms agreed by
suppliers and other parties with whom such person has commercial or
contractual relations;



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	 	(h)	receivables sold or discounted (other than on a non recourse
basis);
	 
	 	(i)	any agreement or option to re-acquire an asset if the sole
reason for entering into such agreement or option is to raise
finance;
	 
	 	(j)	any documentary or standby letter of credit or performance bond
facility;
	 
	 	(k)	any sums due under (i) interest rate swap, currency swap,
forward foreign exchange transaction, cap, floor, collar or option
transaction or (ii) any other treasury transaction or any combination
thereof or (iii) any other transaction entered into in connection
with protection against or benefit from fluctuation in any rate or
price (and the amount of the Financial Indebtedness in relation to
any such transaction shall be calculated by reference to the
mark-to-market valuation of such transaction at the relevant time).
	 
	 	(l)	any guarantee or indemnity issued in connection with any of the
items referred to in paragraphs (a) to (k) above.




		
	 	“Financial Quarter” has the meaning given to it in Schedule 9 (Financial
Definitions).
	 
	 	“French GAAP” means generally accepted accounting principles in France.
	 
	 	“Governmental Entity” means the United States Environmental Protection
Agency, the United States Department of Labor, the United States
Department of Transportation, any successors thereto, or any other
federal, state or local governmental agency now or hereafter regulating
substances and materials in the environment located at or adjacent to
properties owned by any US Group Member.
	 
	 	“Group” means Genesys S.A. and its consolidated subsidiaries for the time
being and the Vialog Corporation’s Group for the time being (before as
well as after the Closing Date).
	 
	 	“Group Structure Chart” means the group structure chart in agreed form
showing:




			
	 	(a)	all members of the Group;
	 
	 	(b)	any person in which any Group member has an interest in the
issued share capital or equivalent ownership interest of such person;
	 
	 	(c)	the jurisdiction of incorporation or establishment of each
person within paragraph (a) above;
	 
	 	(d)	all members of the Group that are wholly-owned subsidiaries of
Genesys S.A.





		
	 	“Guarantees” means (i) a guarantee à première demande issued by Genesys
S.A. in favour of the Security Agent in respect of the obligations of
Vialog Corporation under the Term A1 Facility, the Term B Facility and the
Revolving 1 Facility, (ii) a guarantee issued by Vialog Corporation in
favour of the Security Agent in respect of the obligations of Genesys S.A.
under the Term A2 Facility and the Revolving 2 Facility, (iii) each of the
guarantees issued by the Vialog Subsidiaries and Genesys Conferencing Inc.
in favour of the Security Agent in respect of the obligations of (a)
Vialog Corporation under the Term A1 Facility, the Term B Facility and the
Revolving 1 



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	 	Facility, and (b) Genesys S.A. under the Term A2 Facility and
the Revolving 2 Facility, and (iv) any of the guarantees to be issued by
each Material Subsidiary in accordance with Clause 35.2 (Request for
Additional Guarantor).
	 
	 	“Guarantors” means each of the companies listed in Schedule 7 (List of
Guarantors) and each Additional Guarantor.
	 
	 	“Hazardous Substances” means and includes (a) any solid, gaseous or liquid
wastes (including hazardous wastes), hazardous air pollutants, hazardous
substances, hazardous materials, regulated substances, restricted
hazardous wastes, hazardous chemical substances, mixtures, toxic
substances, pollutants or contaminants or terms or similar import, as such
terms are defined in any Environmental Law, as such definition may change
from time to time, (b) any substance or material which now or in the
future is known to constitute a threat to health, safety, property or the
environment or which has been or is in the future determined by any
Governmental Entity to be capable of posing a risk of injury to health,
safety, property or the environment or exposure to which is prohibited,
limited or regulated by any Environmental Law or Governmental Entity,
including all of those materials, wastes and substances designated now or
in the future as hazardous or toxic by any Governmental Entity, and (c)
any petroleum or petroleum products or by-products, radioactive materials,
asbestos, whether friable or non-friable, urea formaldehyde foam
insulation, polychlorinated biphenyls, or radon gas.
	 
	 	“Hedge Counterparty” means a Lender or an affiliate of a Lender or any
other duly licensed bank or financial institution.
	 
	 	“Hedging Agreements” means each of the agreements entered into or to be
entered into between the Group member(s) approved by the Agent and a Hedge
Counterparty for the purpose of hedging interest rate liabilities in
accordance with Clause 22.29 (Hedging).
	 
	 	“Information Memorandum” means the document concerning the Group which is
to be prepared in relation to the transactions in this Agreement (it being
understood that such document shall incorporate — by reference or in
reprinted form as the Arrangers shall deem fit — all recent disclosure
documents issued by Genesys S.A. and/or Vialog Corporation), to be
reviewed by Genesys S.A. and distributed by the Arrangers (subject to
Genesys S.A.’s prior consent) prior to the Syndication Date in connection
with the primary syndication of the Facilities.
	 
	 	“Intellectual Property” means all patents, trade marks, service marks,
designs, business names, copyrights, design rights, moral rights,
inventions, know-how and other intellectual property rights and interests,
whether registered or unregistered, and the benefit of all licenses,
applications, rights to use and monies deriving
from any such intellectual property now or hereafter belonging to any
member of the Group.
	 
	 	“Intellectual Property Rights” means the trade marks and patents directly
or indirectly acquired by Genesys S.A. pursuant to the Acquisition
Agreement.
	 
	 	“Interest Period” means, save as otherwise provided herein, any of those
periods mentioned in Clause 4.1 (Interest Periods).



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	 	“Intra-Group Loan Agreements” means all intra-Group loan agreements
setting out the terms and conditions of the intra-Group loans entered into
amongst any member of the Group.
	 
	 	“IP Licence” means any licence or other agreement pursuant to which any
Intellectual Property (including any Intellectual Property Right) is held,
used or exploited by any Group member.
	 
	 	“Joint Venture” means any joint venture entity, whether a company,
unincorporated firm, undertaking, association, joint venture or
partnership or any other entity.
	 
	 	“Key-man Policy” means the life insurance policy (in form and substance
satisfactory to the Agent) relating to the death or disability and made in
favour of Genesys S.A. in respect of the death or disability of François
Legros for a period of 5 years and for a minimum coverage amount of USD
1,000,000 and required to be delivered in accordance with Clause 22.30
(Key-man Policy) or any substituted policy or any new policy previously
approved by the Agent.
	 
	 	“Legal Opinions” means the legal opinions delivered to the Agent pursuant
to Clause 2.3 (Conditions Precedent) and Clause 35.2 (Request for
Additional Guarantor).
	 
	 	“Lender” means any financial institution:




			
	 	(a)	named in Schedule 1 (The Lenders); or
	 
	 	(b)	which has become a party hereto in accordance with Clause 34
(Changes to the Lenders),




		
	 	and which has not ceased to be a party hereto in accordance with the terms
hereof.




		
	 	“LIBOR” means, in relation to any Facilities:




			
	 	(a)	the applicable Screen Rate; or
	 
	 	(b)	(as the Agent and the Borrowers may agree and/or if no Screen
Rate is available for the currency or period of that Advance) the
arithmetic mean of the rates (rounded upwards to four decimal places)
as supplied to the Agent at its request quoted by the Reference Banks
to leading banks in the London interbank market,




		
	 	on the Quotation Date for the offering of deposits in the currency of that
Advance and for a period comparable to the relevant interest period for
that Advance;
	 
	 	where “Screen Rate” means the percentage rate per annum determined by the
British Bankers Association Interest Settlement Rate for the relevant
period on page 37.50 of Telerate and/or the appropriate page of Reuters.
	 
	 	“Majority Lenders” means:




			
	 	(a)	whilst there are no Outstandings, a Lender or Lenders whose
Commitments amount (or, if each Lender’s Commitment has been reduced
to zero, did 



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	 	 	immediately before such reduction to zero, amount) in
the aggregate to more than sixty-six and two thirds per cent (66 2/3%) of the Total Commitments; and
	 
	 	(b)	whilst there are Outstandings, a Lender or Lenders to whom in
the aggregate more than sixty-six and two thirds per cent (66 2/3%)
of the amount of the Outstandings is owed.




		
	 	“Mandatory Cost” means the rate determined in accordance with Schedule 8
(Mandatory Costs).
	 
	 	“Margin” means the A1 Margin, the A2 Margin, the B Margin, the Revolving 1
Margin or the Revolving 2 Margin.
	 
	 	“Margin Stock” means margin stock or “margin security” within the meaning
of Regulations T, U and X.
	 
	 	“Material Adverse Effect” means an adverse effect which (a) is material on
the business, operations, property, assets, liabilities, condition
(financial or otherwise), performance of the Borrowers, any Material
Subsidiary, or the Group, considered as a whole; or (b) is likely to
materially impair the ability of an Obligor to perform its payment
obligations under the Finance Documents or likely to result in any breach
of any financial condition under Clause 21 (Financial Condition) or (c) is
likely to materially affect the validity or enforceability of the Finance
Documents or the rights or remedies of any Finance Party thereunder.
	 
	 	“Material Subsidiary” means (A) until the first quarterly consolidated
financial statements are delivered to the Agent under Clause 19.3
(Quarterly Statements), (i) Vialog Corporation (after the closing of the
Acquisition in accordance with the terms of the Acquisition Agreement);
(ii) Genesys Conferencing Inc.; (iii) Genesys Conferencing Ltd.; and (iv)
Genesys Conferencing A.B., and (B) thereafter any other subsidiary of
Genesys S.A. which has:




			
	 	(a)	earnings before interest and tax (calculated on the same basis
as EBIT as defined in Clause 21 (Financial Condition)) representing
10 per cent. or more of the consolidated earnings before interest and
tax of the Group; or
	 
	 	(b)	Total Assets representing 10 per cent. or more of Total Assets
of the Group; or
	 
	 	(c)	turnover representing 10 per cent. or more of consolidated
turnover of the Group,




		
	 	Compliance with the conditions set out in paragraphs (a), (b) or (c) above
shall be determined by reference to the most recent Compliance Certificate
executed by Genesys S.A.’s auditors or two directors of Genesys S.A. (in
accordance with Clause 19.6 (Compliance Certificates)), as the case may
be, or the latest audited financial statements of such subsidiary
(consolidated in the case of a subsidiary which itself has subsidiaries)
and the latest audited consolidated financial statements of the Group
provided that:




			
	 	(i)	if a subsidiary has been acquired since the date as at which
the latest audited consolidated financial statements of the Group
were prepared, such financial statements shall be adjusted in order
to take into account the acquisition of such 



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	 	 	subsidiary (such
adjustment being certified by the Group’s auditors or two directors
of Genesys S.A. (in accordance with clause 19.6 (Compliance
Certificates)), as representing an accurate reflection of the revised
consolidated earnings before interest and tax, Total Assets or
turnover of the Group);
	 
	 	(ii)	if, in the case of any subsidiary which itself has
subsidiaries, no consolidated financial statements are prepared and
audited, its consolidated profits before interest and tax, Total
Assets and turnover shall be determined on the basis of pro forma
consolidated financial statements of the relevant subsidiary and its
subsidiaries, prepared for this purpose by the auditors of Genesys
S.A. or the auditors for the time being of the relevant subsidiary or
two directors of Genesys S.A. (in accordance with Clause 19.6
(Compliance Certificates)); and
	 
	 	(iii)	if any intra-group transfer or re-organisation takes place,
the audited financial statements of the Group and of all relevant
subsidiaries shall be adjusted by the Group’s auditors or two
directors of Genesys S.A. (in accordance with Clause 19.6 (Compliance
Certificates)) in order to take into account such intra-group
transfer or reorganisation.




		
	 	     A determination by the auditors of Genesys S.A. that a subsidiary is or is
not a Material Subsidiary shall, in the absence of manifest error, be
conclusive and binding on all parties hereto.
	 
	 	“Multiemployer Plan” means a “multiemployer plan” (as defined in Section
4001(a)(3) in ERISA) maintained or contributed to for employees of (a) any
US Group Member or (b) any ERISA Affiliate.
	 
	 	“Notice of Drawdown” means a notice substantially in the form set out in
Schedule 4A (Notice of Drawdown).
	 
	 	“Obligor” means a Borrower or a Guarantor and “Obligors” means the
Borrowers and the Guarantors.
	 
	 	“Original Financial Statements” means in relation to each Obligor its
audited financial statements for its financial year ended 31 December
2000.
	 
	 	“Outstandings” means at any time, the Term Outstandings and the Revolving
Outstandings.
	 
	 	“Overnight LIBOR” means, in relation to any Facility, the applicable
Screen Rate or if no Screen Rate is available for the currency or period
of that Advance, the arithmetic means of the rates (rounded upwards to
four decimal places) as supplied on such day to the Agent at its request
quoted by the Reference Banks to leading banks in the London interbank
market on the Quotation Date, for the offering of deposits in the relevant
currency for the period form one Business Day to the immediately following
Business Day,
	 
	 	     where “Screen Rate” means the percentage rate per annum determined by the
British Bankers Association Interest Settlement Rate for the relevant
period on page 37.50 of Telerate and/or the appropriate page of Reuters.



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	 	“Party” means a party to this Agreement and includes its successors in
title, permitted assigned and permitted transferees.
	 
	 	“PBGC” means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any of its functions under ERISA.
	 
	 	“Permitted Disposals” means any disposal:




			
	 	(a)	of Cash Equivalent Investments on arm’s length terms;
	 
	 	(b)	for cash on arm’s length terms of any surplus, old or obsolete
assets not required for the continuing operation of the business of
the Group;
	 
	 	(c)	of the Astound’s Contact Center Business; and
	 
	 	(d)	for cash on arm’s length terms of any asset whatsoever (other
than assets disposed of in accordance with paragraphs (a) to (c)
above) by a Group member, where the aggregate value of the cash
proceeds received by the Group in respect of disposals permitted
under this paragraph (d) do not exceed USD 2,000,000 (or its
equivalent) per calendar year.



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“Permitted Encumbrance” means:




	(a)	 	any Encumbrance over or affecting (i) any asset acquired by a
member of the Group after the date hereof or (ii) any asset of any
company which becomes a member of the Group after the date hereof,
where such Encumbrance is created prior to the date on which such
company becomes a member of the Group, provided that, in any case,




	 	(i)	 	such Encumbrance was not created in contemplation
of the acquisition of such asset by a member of the Group or
the acquisition of such company; and
	 
	 	(ii)	 	the amount thereby secured has not been increased
in contemplation of, or since the date of, the acquisition of
such asset by a member of the Group or the acquisition of such
company;




	(b)	 	any outright transfer or retention of title arrangement entered
into by any member of the Group in the normal course of its business;
	 
	(c)	 	any lien or privilège arising by operation of law and in the
normal course of business;
	 
	(d)	 	any Encumbrance arising under or evidenced by a Security
Document;
	 
	(e)	 	any Encumbrance entered into pursuant to this Agreement; and
	 
	(f)	 	any pre-existing liens filed against any specific equipment
used by Vialog Corporation or one of its subsidiaries in the ordinary
course of business.



“Permitted Financial Indebtedness” means:




	(a)	 	any Financial Indebtedness arising under or permitted pursuant
to the Finance Documents;
	 
	(b)	 	any Financial Indebtedness arising under sub-paragraphs (a),
(b) or (e) of the Permitted Transactions;
	 
	(c)	 	any Financial Indebtedness arising under Permitted Treasury
Transactions;
	 
	(d)	 	any Financial Indebtedness arising under the Intra-Group Loan
Agreements;
	 
	(e)	 	any Financial Indebtedness constituted by the Deferred Payment;
	 
	(f)	 	receivables sold on a discounted basis (other than a non
recourse basis provided that it does not exceed USD 1,000,000 (on a
consolidated basis));
	 
	(g)	 	any Financial Indebtedness arising under any guarantee given by
Genesys S.A. in connection with the disposal of the Astound Contact
Center, provided that and to the extent the amount of such guarantee
does not exceed 100% of the cash proceeds to the Group of such
disposal;
	 
	(h)	 	any Financial Indebtedness arising under debt unsecured and
subordinated to



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	 	 	the Facilities provided that the leverage ratio as defined in
sub-paragraph 21.1.3 remains below 1.5;
	 
	(i)	 	the Convertible Bonds Indebtedness; and
	 
	(j)	 	any Financial Indebtedness not falling within paragraphs (a) to
(i) above provided that the aggregate amount does not exceed USD
4,000,000 (or its equivalent) for the Group.



“Permitted Transactions” means:




	(a)	 	any loan made by a Group member to another Group member
provided that:




	 	(i)	 	such loan is:






	 	(1)	 	a loan which is subject to an
Intra-Group Loan Agreement; or
	 
	 	(2)	 	a loan to Astound for working capital
purposes or the conversion of the exchangeable shares
issued by Astound; or
	 
	 	(3)	 	a trade credit/or indemnity granted in
the ordinary course of trading and upon terms usual for
trade; or
	 
	 	(4)	 	a loan to an Obligor to fund:





	 	(A)	 	obligations under the Finance Documents; or
	 
	 	(B)	 	working capital requirements; or





	 	(5)	 	a loan by a member of the Group which
is not an Obligor to another member of the Group which is
not an Obligor; or





	 	(ii)	 	in respect of any loan made to a Group member
whose shares are subject to an Encumbrance constituted by the
Security Documents, subject to not being in breach of any
applicable law prohibiting financial assistance, security
satisfactory to the Agent over such loans (other than loans
amounting to less than USD 250,000 whose maturities are less
than 6 months provided that the aggregate outstanding amount
for the Group of such loans does not exceed USD 1,000,000 per
financial year) has been provided in favour of the Finance
Parties to secure all or any of the obligations of the
Obligors under the Finance Documents;




	(b)	 	the payment or declaration of any dividend, return on capital,
repayment of capital contributions or other distributions by any
Group member other than:




	 	(i)	 	by Genesys S.A.; or
	 
	 	(ii)	 	by a Group member which is an Obligor to another
Group member which is not an Obligor;




	(c)	 	the purchase, subscription for, or other acquisition of any
shares (or other securities or any interest therein) in:



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	 	(i)	 	any Obligor by any other Obligor;
	 
	 	(ii)	 	any Group member which is not an Obligor by any
other Group member which is not an Obligor; and
	 
	 	(iii)	 	any Group member which is not an Obligor by any
Obligor,




	 	 	provided that, if any such shares (or other securities or any
interest therein) are issued by a Group member whose shares are
subject to an Encumbrance constituted by the Security Documents, in
any such case such shares (or other securities or any interest
therein) are made subject to security satisfactory to the Agent to
secure all the obligations of the Obligors under the Finance
Documents;
	 
	(d)	 	the giving by any Group member of any guarantee, bond or
indemnity in respect of the liabilities or obligations of any other
Group member provided that no Obligor shall give any guarantee, bond
or indemnity in respect of the liabilities or obligations of any
Group member which is not an Obligor;
	 
	(e)	(i)	any netting or set-off arrangement entered into by any
member of the Group in the normal course of its banking arrangements
with any clearing bank for the purpose of netting debit and credit
balances on bank accounts of members of the Group operated on a net
balance basis;
	 
	 	(ii)	any netting or set-off arrangement under a
Hedging Agreement where the obligations of other parties
thereunder are calculated by reference to net exposure
thereunder (but not any netting or set-off relating to such
Hedging Agreement in respect of cash collateral or any other
Encumbrance except as otherwise permitted hereunder); and




	(f)	 	any creation or incorporation of any new Genesys S.A.
subsidiaries.



“Permitted Treasury Transactions” means the Treasury Transactions entered
into (i) in accordance with Clause 22.29 (Hedging) or (ii) in the normal
course of business for purpose of protection against fluctuation in any
rate (including interest rate) or price (including currency prices and
exchange rates).


“Potential Event of Default” means any event which is reasonably likely to
become (with the passage of time, the giving of notice, the making of any
determination hereunder or any combination thereof) an Event of Default.


“Quotation Date” means, in relation to any period for which an interest
rate is to be determined hereunder, the day on which quotations would
ordinarily be given by prime banks in the relevant interbank market for
deposits in the currency in relation to which such rate is to be
determined for delivery on the first day of that period, provided that,
if, for any such period, quotations would ordinarily be given on more than
one date, the Quotation Date for that period shall be the last of those
dates.


“Reference Banks” means the principal London offices of Barclays Bank PLC,
The Royal Bank of Scotland PLC and HSBC and such banks as may be appointed
as such by


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 the Agent after consultation with Genesys S.A.


“Regulations T, U and X” means, respectively, Regulations T, U and X of
the Board of Governors of the Federal Reserve System of the United States
of America (or any successor).


“Repayment Date” means, in relation to any Revolving Advance, the last day
of the Term thereof.


“Repeated Representations” means:



	(a)	 	on the Closing Date and on the first date on which an Advance
is made under the Facilities, all of the representations set out in
Clause 18 (Representations) other than Clause 18.17 (Information
Memorandum); and
	 
	(b)	 	on all dates contemplated by Section 18.40(a) other than the
Closing Date and the first date on which an Advance is made under the
Facilities:




	 	(i)	 	each of the representations set out in Clause
18.1 (Status) to Clause 18.11 (No Deduction or Withholding);
	 
	 	(ii)	 	each of the representations set out in Clause
18.14 (No Winding-up or insolvency proceedings) to Clause
18.39 (Claims against Vialog Corporation) other than the
representations set out in Clauses 18.17 (Information
Memorandum) and other than the representations on Business
Plan, Due Diligence Reports or on the Original Financial
Statements set out in Clause 18.12 (Reports).



“Revolving Advance” means a Revolving 1 Advance or a Revolving 2 Advance.


“Revolving 1 Advance” means an advance made or to be made by the Lenders
under the Revolving 1 Facility.


“Revolving 2 Advance” means an advance made or to be made by the Lenders
under the Revolving 2 Facility.


“Revolving 1 Margin” means, in relation to the Revolving 1 Outstandings
and subject to Clause 7.3 (Revolving Margin Ratchet), 2.25% per annum.


“Revolving 2 Margin” means, in relation to the Revolving 2 Outstandings
and subject to Clause 7.3 (Revolving Margin Ratchet), 2.25% per annum.


“Revolving Commitment” means, in relation to a Lender at any time and save
as otherwise provided herein, the aggregate of its Revolving 1 Commitment
and its Revolving 2 Commitment.


“Revolving 1 Commitment” means, in relation to a Lender at any time and
save as otherwise provided herein, the amount set opposite its name under
the heading “Revolving 1 Commitment” in Schedule 1 (The Lenders).


“Revolving 2 Commitment” means, in relation to a Lender at any time and
save as otherwise provided herein, the amount set opposite its name under
the heading



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 “Revolving 2 Commitment” in Schedule 1 (The Lenders).


“Revolving 1 Facility” means the revolving loan facility granted to Vialog
Corporation under sub-clause 2.1.3 of Clause 2.1 (Grant of the
Facilities).


“Revolving 2 Facility” means the revolving loan facility granted to
Genesys S.A. under sub-clause 2.1.5 of Clause 2.1 (Grant of the
Facilities).


“Revolving Facilities” means the Revolving 1 Facility and the Revolving 2
Facility and “Revolving Facility” shall mean one of them.


“Revolving Outstandings” means, at any time, the aggregate of the
Revolving 1 Outstandings and the Revolving 2 Outstandings at such time.


“Revolving 1 Outstandings” means, at any time, the aggregate of principal
amounts of each outstanding Revolving 1 Advance.


“Revolving 2 Outstandings” means, at any time, the aggregate of principal
amounts of each outstanding Revolving 2 Advance.


“Revolving Termination Date” means with respect to Revolving 1 Facility
and Revolving 2 Facility, the day which is 5 years after the date hereof.


“Security” means the security from time to time constituted by or pursuant
to the Security Documents.


“Security Documents” means, inter alia, each of the following documents in
agreed form delivered to the Agent in accordance with Clause 2.3
(Conditions Precedent):



	(a)	 	Each of the Guarantees issued by each of the Guarantors in
favour of the Security Agent;
	 
	(b)	 	A Pledge Agreement between Genesys S.A. as pledgor and the
Security Agent as beneficiary, with respect to the shares of Vialog
Corporation and Genesys Conferencing Inc.;
	 
	(c)	 	A Pledge Agreement between Genesys S.A. as pledgor and the
Security Agent as beneficiary, with respect to the shares of Genesys
Conferencing Ltd.;
	 
	(d)	 	A Pledge Agreement between Genesys S.A. as pledgor and the
Security Agent as beneficiary, with respect to the shares of Genesys
Conferencing AB;
	 
	(e)	 	A Pledge Agreement between Vialog Corporation as pledgor and
the Security Agent as beneficiary, with respect to the shares of each
of the subsidiaries of Vialog Corporation;
	 
	(f)	 	A Security Agreement between all the subsidiaries of Vialog
Corporation as pledgors and the Security Agent as beneficiary, with
respect to the assets of the Subsidiaries of Vialog Corporation;




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	(g)	 	A Security Agreement between Genesys Conferencing Inc. as
pledgor and the Security Agent as beneficiary, with respect to the
receivables of Genesys Conferencing Inc.;
	 
	(h)	 	A Security Agreement between Vialog Corporation as pledgor and
the Security Agent as beneficiary with respect to the assets of
Vialog Corporation.



together with any other document entered into by any member of the Group
creating or evidencing an Encumbrance for all or any part of the
obligations of the Obligors or any of them under any of the Finance
Documents.


“Selection Notice” means a notice substantially in the form set out in
Schedule 4B (Selection Notice).


“Syndication Date” means the day specified by the Arrangers as the day on
which primary syndication of the Facilities is completed.


“Term” means, save as otherwise provided herein, in relation to any
Advance, the period for which such Advance is borrowed, as specified in
the Notice of Drawdown relating thereto.


“Term Advance” means a Term A1 Advance, a Term A2 Advance or a Term B
Advance.


“Term A1 Advance” means an advance (as from time to time consolidated,
divided or reduced by repayment) made or to be made by the Lenders under
the Term A1 Facility.


“Term A2 Advance” means an advance (as from time to time consolidated,
divided or reduced by repayment) made or to be made by the Lenders under
the Term A2 Facility.


“Term B Advance” means an advance (as from time to time consolidated,
divided or reduced by repayment) made or to be made by the Lenders under
the Term B Facility.


“Term Availability Period” means in relation to the Term A1 Facility, the
Term A2 Facility or the Term B Facility, the period from and including the
date hereof to and including the earlier of (a) two months after the date
hereof, and (b) the first Business Day on which the Available Term A1
Commitment (in the case of the Term A1 Facility) or the Available Term A2
Commitment (in the case of the Term A2 Facility) or the Available Term B
Commitment (in the case of the Term B Facility) of each of the Lenders is
zero.


“Term Commitment” means, in relation to a Lender at any time and save as
otherwise provided herein, the aggregate of its Term A1 Commitment, its
Term A2 Commitment and its Term B Commitment.


“Term A1 Commitment” means, in relation to a Lender at any time and save
as otherwise provided herein, the amount set opposite its name under the
heading “Term A1 Commitment” in Schedule 1 (The Lenders).



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“Term A2 Commitment” means, in relation to a Lender at any time and save
as otherwise provided herein, the amount set opposite its name under the
heading “Term A2 Commitment” in Schedule 1 (The Lenders).


“Term B Commitment” means, in relation to a Lender at any time and save as
otherwise provided herein, the amount set opposite its name under the
heading “Term B Commitment” in Schedule 1 (The Lenders).


“Term Facilities” means the Term A1 Facility, the Term A2 Facility and the
Term B Facility and “Term Facility” shall mean any one of them.


“Term A1 Facility” means the term loan facility granted to Vialog
Corporation under sub-clause 2.1.1 of Clause 2.1 (Grant of the
Facilities).


“Term A2 Facility” means the term loan facility granted to Genesys S.A.
under sub-clause 2.1.4 of Clause 2.1 (Grant of the Facilities).


“Term B Facility” means the term loan facility granted to Vialog
Corporation under sub-clause 2.1.2 of Clause 2.1 (Grant of the
Facilities).


“Term Outstandings” means, at any time, the aggregate of the Term A1
Outstandings, the Term A2 Outstandings and the Term B Outstandings at such
time.


“Term A1 Outstandings” means, at any time, the aggregate principal amount
of the outstanding Term A1 Advances.


“Term A2 Outstandings” means, at any time, the aggregate principal amount
of the outstanding Term A2 Advances.


“Term B Outstandings” means, at any time, the aggregate principal amount
of the outstanding Term B Advances.


“Term Repayment Date” means each of the dates specified in Clause 10.1
(Term A1 Advances and Term A2 Advances Repayment Instalments), provided
that if such date is not a Business Day, it shall be deemed to be the next
succeeding Business Day.


“Total Commitments” means, at any time, the aggregate of the Lenders’
Commitments.


“Transfer Agreement” means an agreement substantially in the form set out
in Schedule 2 (Form of Transfer Agreement)


Transfer Date” means, in relation to a transfer, the later of:



	 	(a)	 	the proposed Transfer Date specified in the Transfer Agreement;
and
	 
	 	(b)	 	the date on which the Agent executes the Transfer Agreement.



“Treasury Transaction” means any currency or interest purchase, cap or
collar agreement, forward rate agreements, interest rate or currency
future or option contract, foreign exchange or currency purchase or sale
agreement, interest rate swap, currency swap or combined interest rate and
currency swap agreement and any other similar agreement.

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	 	 	“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under
the Finance Documents.
	 
	 	 	“US Code” means the United States of America Internal Revenue Code of 1986
(as amended) and the regulations promulgated and rulings issued thereunder
all as the same shall be in effect at such date.
	 
	 	 	“US GAAP” means generally accepted accounting principles in the United
States of America.
	 
	 	 	“US Group Member” means each Group member incorporated in the United
States of America.
	 
	 	 	“Utilisation Date” means, in relation to an Advance, the date on which it
is to be made.
	 
	 	 	“Vialog Corporation’s Group” means Vialog Corporation and the Vialog
Subsidiaries.
	 
	 	 	“Vialog Subsidiaries” means Telephone Business Meetings, Inc.; Conference
Source International, Inc.; A Business Conference Call, Inc.; Kendall
Square Teleconferencing; American Conferencing Company, Inc.;
Communication Development Corporation; A Better Conference, Inc.; and
Conference Pros International, Inc.
	 
	1.2	 	Interpretation
	 
	 	 	Any reference in this Agreement to:
	 
	 	 	the “Agent”, the “Arrangers”, the “Security Agent”, any “Hedge
Counterparty”, or any “Lender” shall be construed so as to include it and
any subsequent successors and permitted transferees and assigns in
accordance with their respective interests;
	 
	 	 	a document in “agreed form” is a document that has been initialled as such
on or before the Closing Date for the purposes of identification by or on
behalf of any of the Borrower and any Arranger or Agent or is executed on
or before the Closing Date by the Borrowers and any Arranger or Agent or,
if not so executed or initialled, is in form and substance reasonably
satisfactory to the Agent;
	 
	 	 	“assets” includes present and future properties, revenues and rights of
every description;
	 
	 	 	“consolidated” and “consolidation” means (i) a reference to the French
rules applicable to consolidated financial statements as provided for in
the Règlement No.99-02 of the Comité de la réglementation comptable
including:




	 	(a)	 	the intégration globale (global consolidation); or
	 
	 	(b)	 	the intégration proportionnelle (proportional consolidation); or
	 
	 	(c)	 	the intégration par mise en équivalence (compared consolidation), or




	 	 	(ii) a reference to the rules applicable to consolidated financial
statements under the US GAAP and the IAS 17 principles.
	 
	 	 	“continuing”, in relation to an Event of Default, shall be construed as a
reference to an Event of Default which has not been waived in accordance
with the terms hereof or





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	 	 	remedied and, in relation to a Potential Event of Default, one which has
not been remedied within the relevant grace period or waived in accordance
with the terms hereof;
	 
	 	 	“corporate reconstruction” includes in relation to any company any
contribution of part of its business in consideration of shares (apport
partiel d’actifs) and any demerger (scission) implemented in accordance
with articles L.236-1 to L.236-24 of the French Code de commerce;
	 
	 	 	“disposal” includes any sale, lease transfer or other disposal;
	 
	 	 	the “equivalent” on any date in one currency (the “first currency”) of an
amount denominated in another currency (the “second currency”) is a
reference to the amount of the first currency which could be purchased
with the amount of the second currency at the spot rate of exchange quoted
by the Agent at or about 12.00 a.m. on such date for the purchase of the
first currency with the second currency;
	 
	 	 	“gross negligence” means “faute lourde”;
	 
	 	 	a “guarantee” includes any “cautionnement”, “aval” and any “garantie”
which is independent from the debt to which it relates;
	 
	 	 	a “holding company” of a company or corporation shall be construed as a
reference to any company or corporation of which the first-mentioned
company or corporation is a subsidiary;
	 
	 	 	“indebtedness” shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money
borrowed, whether present or future, actual or contingent;
	 
	 	 	a “law” shall be construed as any law, code, statute, constitution,
decree, judgment, treaty, regulation, directive, by-law, order or any
other legislative measure of any government, supranational, local
government, statutory or regulatory body or court;
	 
	 	 	a “member state” shall be construed as a reference to a member state of
the European Union;
	 
	 	 	“merger” includes any fusion implemented in accordance with articles
L.236-1 to L.236-24 of the French Code de commerce;
	 
	 	 	a “month” is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next
succeeding calendar month save that:




	 	(a)	 	if any such numerically corresponding day is not a Business
Day, such period shall end on the immediately succeeding Business Day
to occur in that next succeeding calendar month or, if none, it shall
end on the immediately preceding Business Day; and
	 
	 	(b)	 	if there is no numerically corresponding day in that next
succeeding calendar month, that period shall end on the last Business
Day in that next succeeding calendar month,




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	 	 	(and references to “months” shall be construed accordingly);




	 	 	a “partnership” shall be construed as a reference to any société en nom
collectif, a société civile or any other association or corporation having
an unlimited liability for its members;
	 
	 	 	a “person” shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or
more of the foregoing;
	 
	 	 	a “regulation” includes any regulation, rule, official directive, request
or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;
	 
	 	 	the “relevant interbank rate” is a reference to LIBOR;
	 
	 	 	“repay” (or any derivative form thereof) shall, subject to any contrary
indication, be construed to include “prepay” (or, as the case may be, the
corresponding derivative form thereof);
	 
	 	 	a “security interest” includes any type of security (sûreté réelle) and
transfer by way of security;
	 
	 	 	a “subsidiary” of a company or corporation shall be construed as a
reference to any company or corporation which is controlled, directly or
indirectly, by the first-mentioned company or corporation;
	 
	 	 	a “successor” shall be construed so as to include an assignee or successor
in title of such party and any person who under the laws of its
jurisdiction of incorporation or domicile has assumed the rights and
obligations of such party under this Agreement or to which, under such
laws, such rights and obligations have been transferred;
	 
	 	 	“tax” shall be construed so as to include any tax (which shall include,
but not be limited to, corporation tax and advance corporation tax), levy,
impost, duty or other charge of a similar nature (including any penalty or
interest payable in connection with any failure to pay or any delay in
paying any of the same);
	 
	 	 	“VAT” shall be construed as a reference to value added tax including any
similar tax which may be imposed in place thereof from time to time;
	 
	 	 	a “wholly-owned subsidiary” of a company or corporation shall be construed
as a reference to any company or corporation which has no other members
holding a substantial equity interest therein except that other company or
corporation and that other company’s or corporation’s wholly-owned
subsidiaries or persons acting on behalf of that other company or
corporation or its wholly-owned subsidiaries;
	 
	 	 	“wilful misconduct” means “dol”; and
	 
	 	 	the “winding-up”, “dissolution” or “administration” of a company or
corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of




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	 	 	the jurisdiction in which such company or corporation is incorporated or
any jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief
of debtors, redressement judiciaire, cession totale de l’entreprise or
liquidation judiciaire.
	 
	1.3	 	Currency Symbols and Definitions




	 	1.3.1	 	“USD” and “dollars” denote the lawful currency of the United
States of America.
	 
	 	1.3.2	 	“euro” denotes the single currency of the European Union and
as referred to in EMU Legislation.




	1.4	 	Agreements and Statutes
	 
	 	 	Any reference in this Agreement to:




	 	1.4.1	 	this Agreement or any other agreement or document shall be
construed as a reference to this Agreement or, as the case may be,
such other agreement or document as the same may have been, or may
from time to time be, amended, varied, novated or supplemented; and
	 
	 	1.4.2	 	a statute or treaty shall be construed as a reference to such
statute or treaty as the same may have been, or may from time to time
be, amended or, in the case of a statute, re-enacted.




	1.5	 	Headings
	 
	 	 	Clause and Schedule headings are for ease of reference only.
	 
	1.6	 	Time
	 
	 	 	Any reference in this Agreement to a time of day shall, unless a contrary
indication appears, be a reference to Paris time.
	 





        	2.	 	THE FACILITIES
	 
	2.1	 	Grant of the Facilities



	 	•	 	The Lenders hereby grant to Vialog Corporation, upon the terms
and subject to the conditions hereof:
	 
	 	2.1.1	 	a senior amortising term loan A1 facility in an aggregate
principal amount of USD 50,000,000;
	 
	 	2.1.2	 	a senior term loan B facility in an aggregate principal amount
of USD 30,000,000; and
	 
	 	2.1.3	 	a revolving 1 loan facility in an aggregate principal amount
of USD 5,000,000.
	 
	 	•	 	The Lenders hereby grant to Genesys S.A., upon the terms and
subject to the conditions hereof:




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	 	2.1.4	 	a senior amortising term loan A2 facility in an aggregate
principal amount of USD 35,000,000; and
	 
	 	2.1.5	 	a revolving 2 loan facility in an aggregate principal amount
of USD 5,000,000.




	2.2	 	Purpose and Application




	 	2.2.1	 	The Term A1 Facility and the Term B Facility are intended for
the purpose of refinancing (in part or in whole) the existing debt of
Vialog Corporation (high yield bond and short-term debt) and
financing (in part or in whole) the transaction fees and expenses
(including, without limitation, any fees payable to financial
advisors, accountants, auditors and legal advisors) incurred or to be
incurred by Vialog Corporation in connection with such refinancing
and related transactions.
	 
	 	2.2.2	 	The Term A2 Facility is intended for the purpose of partially
refinancing the existing debt of Genesys S.A.
	 
	 	2.2.3	 	The Revolving 1 Facility is intended for financing (in part or
in whole) general working capital requirements of Vialog Corporation.
	 
	 	2.2.4	 	The Revolving 2 Facility is intended for financing (in part or
in whole) general working capital requirements of Genesys S.A. and/or
the Group.
	 
	 	2.2.5	 	Accordingly, each Borrower shall so apply all amounts raised
by it hereunder in accordance with sub-clauses 2.2.1 to 2.2.4 and
none of the Finance Parties shall be obliged to concern themselves
with such application.




	2.3	 	Conditions Precedent




	 	2.3.1	 	Save as the Arrangers may otherwise agree, none of the
Borrowers shall deliver any Notice of Drawdown unless the Agent has
received all of the documents and other evidence listed in Schedule 3
(Conditions Precedent) in form and substance satisfactory to the
Arrangers.
	 
	 	2.3.2	 	On the date of this Agreement, the Borrowers shall deliver or
procure the delivery of all of the documents listed in Part A of
Schedule 3 (Conditions Precedent), each in form and substance
satisfactory to the Arrangers.




	2.4	 	Several Obligations
	 
	 	 	The obligations of each Lender are several and not joint (conjointes et
non solidaires) and the failure by a Lender to perform its obligations
hereunder shall not affect the obligations of an Obligor or the other
Lenders towards any other party hereto nor shall any other party be liable
for the failure by such Lender to perform its obligations hereunder.
	 
	2.5	 	Several Rights
	 
	 	 	The rights of each Finance Party are several and not joint (conjointes et
non solidaires) and any debt arising hereunder at any time from an Obligor
to any Finance Party hereto shall be a separate and independent debt. Each
such party shall be entitled to protect and




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	 	 	enforce its individual rights arising out of this Agreement independently
of any other party (so that it shall not be necessary for any party hereto
to be joined as an additional party in any proceedings for this purpose).
	 





        	3.	 	UTILISATION OF THE TERM FACILITY
	 
	3.1	 	Utilisation Conditions for Term Advances
	 
	 	 	A Term Advance will be made by the Lenders to a Borrower if:



	 	3.1.1	 	by 12.00 noon three Business Days before the proposed
Utilisation Date, the Agent has received a completed Notice of
Drawdown from such Borrower;
	 
	 	3.1.2	 	the proposed Utilisation Date is a Business Day within the
relevant Term Availability Period;
	 
	 	3.1.3	 	the amount of such Term Advance is (a) in the case of a Term
A1 Advance (i) equal to or less than the amount of the Available Term
A1 Facility and (ii) at least equal to the lower of (x) USD 5,000,000
and (y) the Available Term A1 Facility, (b) in the case of a Term A2
Advance (i) equal to or less than the amount of the Available Term A2
Facility and (ii) at least equal to the lower of (x) USD 5,000,000
and (y) the Available Term A2 Facility and (c) in the case of a Term
B Advance (i) equal to or less than the amount of the Available Term
B Facility and (ii) at least equal to the lower of (x) USD 5,000,000
and (y) the Available Term B Facility; and
	 
	 	3.1.4	 	on the date of the Notice of Drawdown and on and as of the
proposed date for the making of such Term Advance (a) no Event of
Default or Potential Event of Default is continuing or shall occur as
a result of the making of such Term Advance and (b) the Repeated
Representations are true (before and after the making of such Term
Advance).




	3.2	 	Each Lender’s Participation in Term Advances
	 
	 	 	Each Lender will participate through its Facility Office in each Term
Advance made pursuant to Clause 3.1 (Utilisation Conditions for Term
Advances) in the proportion borne by its relevant Available Term
Commitment to the relevant Available Term Facility immediately prior to
the making of that Term Advance.




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	3.3	 	Reduction of Available Term Commitment
	 
	 	 	If a Lender’s relevant Available Term Commitment is reduced in accordance
with the terms hereof at the option of the applicable Borrower after the
Agent has received the Notice of Drawdown for a Term Advance and such
reduction was not taken into account in calculating the relevant Available
Term Facility, then the amount of that Term Advance shall be reduced
accordingly.
	 





        	4.	 	INTEREST PERIODS FOR TERM ADVANCES
	 
	4.1	 	Interest Periods
	 
	 	 	The period for which a Term Advance is outstanding shall be divided into
successive Interest Periods each of which (other than the first, which
shall begin on the day such Term Advance is made) shall start on the first
day following the last day of the preceding such Interest Period.
	 
	4.2	 	Duration
	 
	 	 	The duration of each Interest Period shall, save as otherwise provided
herein, be one, two, three or six months, in each case as the Borrower to
which such Term Advance is made may select in a Selection Notice to be
received by the Agent at the latest by 12:00 noon three Business Days
prior to the first day of the relevant Interest Period, or such other
period as the Lenders agree, provided that:



	 	4.2.1	 	if such Borrower fails to give such notice of its selection in
relation to an Interest Period, the duration of that Interest Period
shall, subject to sub-clauses 4.2.2 and 4.2.3, be three months;
	 
	 	4.2.2	 	to the extent necessary to ensure at any time Advances (in an
aggregate amount not less than the amount of the next scheduled
repayment of principal hereunder) have Interest Periods expiring on
the relevant scheduled Repayment Date, any Interest Period which
would otherwise end during the month preceding, or extend beyond, a
Term Repayment Date or Final Maturity Date shall be of such duration
that it shall end on that Term Repayment Date or Final Maturity Date;
and
	 
	 	4.2.3	 	prior to the Syndication Date, Interest Periods shall be one
month or such other period as the Agent and the applicable Borrower
may agree, except for the first Interest Period which shall begin on
the day such Term Advance is made until the last Business Day of the
then current month. The next Interest Period shall start on the
first day following the last day of this first Interest Period.




	4.3	 	Adjustment of Length of Interest Period
	 
	 	 	The Agent may, with the agreement of the applicable Borrower, adjust any
Interest Period to such length as it considers appropriate for the purpose
of ensuring such Interest Period ends on the same day on which any
payments are to be made in connection with a Treasury Transaction falling
within paragraph (i) of the definition of “Permitted Treasury Transaction”
in Clause 1.1 (Definitions).





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        	5.	 	PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES
	 
	5.1	 	Payment of Interest
	 
	 	 	On the last day of each Interest Period relating to a Term Advance (and,
if the Interest Period of such Term Advance exceeds six months, on the
expiry of each period of six months during that Interest Period) the
Borrower to which such Term Advance has been made shall pay accrued
interest on the Term Advance to which such Interest Period relates.
	 
	5.2	 	Calculation of Interest



	 	5.2.1	 	The rate of interest (expressed as a percentage per annum)
applicable to a Term Advance from time to time during an Interest
Period relating thereto shall be the percentage rate per annum which
is the sum of the Margin on the Quotation Date therefor, the
Mandatory Cost (if any) (expressed as in percentage per annum terms)
in respect thereof at such time and LIBOR at such time.
	 
	 	5.2.2	 	In the event that, in application of Clauses 4.2.2 or 4.2.3,
an Interest Period lasts less than one week, the rate of interest
(expressed as a percentage per annum) applicable to such Term Advance
shall be the sum of the Margin on the Quotation Date therefor, the
Mandatory Cost (if any) (expressed in percentage per annum terms) in
respect thereof at such time and LIBOR for an interest period of one
week at such time. Should the Interest Period lasts more than one
week (other than Interest Periods of one, three, six or twelve
months), the rate of interest applicable to such Term Advance shall
be the sum of the Margin on the Quotation Date therefor, the
Mandatory Cost (if any) (expressed in percentage per annum terms) in
respect thereof at such time and LIBOR for an interest period of the
number of months rounded to the next month.




	5.3	 	Term Margin Ratchet




	 	5.3.1	 	Subject to sub-clause 5.3.3, if after the first anniversary of
the date hereof the ratio of Consolidated Net Indebtedness to
Consolidated EBITDA in respect of the most recent Relevant Period (as
defined in Clause 21 (Financial Condition)) is within the range set
out in column 1 of the margin grid table set out below, then the A1
Margin and the A2 Margin (expressed per annum) shall be the
percentage per annum set out opposite such range.



Margin Grid Table




	 	 	 	 	 
	Column 1	 	Column 2
	Consolidated Net Indebtedness divided by	 	A1 Margin and A2 Margin
	Consolidated EBITDA	 	%
	More than or equal to 2.00 but less than 2.50
	 	 	2.00	 
	More than or equal to 1.50 but less than 2.00
	 	 	1.75	 
	More than or equal to 1.00 but less than 1.50
	 	 	1.50	 
	Less than 1.00
	 	 	1.25	 



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	 	5.3.2	 	Any reduction or increase to the A1 Margin or the A2 Margin
provided for in sub-clause 5.3.1 shall take effect only in relation
to any Advance made or Interest Period commencing at least 5 Business
Days after receipt by the Agent for the Relevant Period of both (a)
(in the case of a Relevant Period ending on the last day of Genesys
S.A.’s financial year) the annual audited financial statements of the
Group in accordance with Clause 19.1 (Annual Statements) or (in the
case of a Relevant Period ending on the last day of Genesys S.A.’s
half financial year) the semi-annual financial statements of the
Group in accordance with Clause 19.2 (Semi-Annual Statements) or (in
the case of a Relevant Period ending on the last day of any other
Financial Quarter of Genesys S.A.) quarterly financial statements of
the Group in accordance with Clause 19.3 (Quarterly Statements) for
such Relevant Period and (b), in each case, a Compliance Certificate
for such Relevant Period pursuant to Clause 19.6 (Compliance
Certificates).
	 
	 	5.3.3	 	If at any time an Event of Default is continuing, the A1
Margin and the A2 Margin shall be 3.25% per annum.
	 
	 	5.3.4	 	If at any time an Event of Default is continuing, the B Margin
shall be 3.75% per annum.
	 
	 	5.3.5	 	The change to the A1 Margin and the A2 Margin set out in
sub-clause 5.3.3 and the change to the B Margin set out in sub-clause
5.3.4 shall apply from the date certified by the Agent (in writing)
as the date on which an Event of Default has occurred or come into
existence until the date certified by the Agent (in writing) as the
date by which such Event of Default is no longer continuing. The
Agent shall give such certification promptly (in any event within two
Business Days) upon occurrence of an Event of Default or its ceasing
to be continuing.









        	6.	 	UTILISATION OF THE REVOLVING FACILITY
	 
	6.1	 	Utilisation Conditions for the Revolving Facility
	 
	 	 	Save as otherwise provided herein, a Revolving Advance will be made by the
Lenders to a Borrower if:



	 	6.1.1	 	not more than ten nor less than three Business Days before the
proposed Utilisation Date, the Agent has received a completed Notice
of Drawdown from such Borrower stating whether the utilisation is to
be made by way of Revolving Advance;
	 
	 	6.1.2	 	the proposed Utilisation Date is a Business Day falling one
month or more before the Revolving Termination Date and the proposed
Term of the Revolving Advance would not expire after the Revolving
Termination Date;
	 
	 	6.1.3	 	in respect of a Revolving 1 Advance, the amount of such
Revolving 1 Advance is (a) (if less than the Available Revolving 1
Facility) an amount not less than





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	 	 	 	USD 1,000,000 and an integral multiple of USD 250,000 or (b) equal to the
amount of the Available Revolving 1 Facility;
	 
	 	6.1.4	 	in respect of a Revolving 2 Advance, the amount of such
Revolving 2 Advance is (a) (if less than the Available Revolving 2
Facility) an amount not less than USD 1,000,000 and an integral
multiple of USD 250,000 or (b) equal to the amount of the Available
Revolving 2 Facility;
	 
	 	6.1.5	 	(in respect of a Revolving Advance), the proposed Term of the
Revolving Advance requested is a period of one, three, six or twelve
months (provided that prior to the Syndication Date only periods of
one month or less will be selected as the Agent and the Borrower may
agree, except for the first Revolving Advance which shall begin on
the day such Revolving Advance is made and will expire on the last
Business Day of the current month) in each case ending on or before
the Revolving Termination Date;
	 
	 	6.1.6	 	there would not, immediately after the making of such
Revolving Advance, be more than five Revolving 1 Advances outstanding
and five Revolving 2 Advances outstanding; and
	 
	 	6.1.7	 	on the date of the Notice of Drawdown and on and as of the
proposed Utilisation Date, (a) no Event of Default or Potential Event
of Default is continuing or shall occur as a result of the making of
such Revolving Advance and (b) the Repeated Representations are true
(before and after the making of such Revolving Advance).




	6.2	 	Each Lender’s Participation in Revolving Advances
	 
	 	 	Each Lender will participate through its Facility Office in each Revolving
Advance made pursuant to this Clause 6 in the proportion borne by its
Available Revolving Commitment to the Available Revolving Facility
immediately prior to the making of that Revolving Advance.
	 
	6.3	 	Reduction of Available Revolving Commitment
	 
	 	 	If a Lender’s Revolving Commitment is reduced in accordance with the terms
hereof at the option of the applicable Borrower after the Agent has
received the Notice of Drawdown for a Revolving Advance and such reduction
was not taken into account in the Available Revolving Facility, then the
amount of that Revolving Advance shall be reduced accordingly.
	 
	6.4	 	Clean-Out Period
	 
	 	 	The Borrowers shall ensure the amount of the Revolving Outstandings is
reduced to zero for not less than 5 consecutive Business Days (the
“Clean-Out Period”) in any 12 month period and not less than 1 month shall
elapse between the expiry of one Clean-Out Period and the beginning of the
immediately succeeding Clean-Out Period.





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        	7.	 	PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES
	 
	7.1	 	 Payment of Interest
	 
	 	 	On the Repayment Date relating to each Revolving Advance (and, if the Term
of such Revolving Advance exceeds six months, on the expiry of each period
of six months during such Term) the Borrower to which such Revolving
Advance has been made shall pay accrued interest on that Revolving
Advance.
	 
	7.2	 	Calculation of Interest



	 	7.2.1	 	The rate of interest (expressed as a percentage per annum)
applicable to a Revolving Advance from time to time during its Term
shall be the rate per annum which is the sum of the Margin on the
Quotation Date therefor, the Mandatory Cost (if any) (expressed in
percentage per annum terms) in respect thereof at such time and LIBOR
at such time.
	 
	 	7.2.2	 	In the event that, in application of Clauses 6.1.2 and 6.1.5,
the term of a Revolving Advance is less than one week, the rate of
interest (expressed as a percentage per annum) applicable to such
first Revolving Advance shall be the sum of the Margin on the
Quotation Date therefor, Mandatory Cost (if any) (expressed in
percentage per annum terms) in respect thereof at such time and LIBOR
for an interest period of one week at such time. Should the Interest
Period lasts more than one week (other than Interest Periods of one,
three, six or twelve months), the rate of interest applicable to such
Revolving Advance shall be the sum of the Margin on the Quotation
Date therefor, the Mandatory Cost (if any) (expressed in percentage
per annum terms) in respect thereof at such time and LIBOR for an
interest period of the number of months rounded to the next month.




	7.3	 	Revolving Margin Ratchet




	 	7.3.1	 	Subject to sub-clause 7.3.3, if after the first anniversary of
the date hereof the ratio of Consolidated Net Indebtedness to
Consolidated EBITDA in respect of the most recent Relevant Period is
within the range set out in column 1 of the margin grid table set out
below, then the Revolving 1 Margin and the Revolving 2 Margin shall
be the percentage per annum set out opposite such range.



Margin Grid Table




	 	 	 	 	 
	 	 	Column 2
	 	 	Revolving 1 Margin
	Column 1	 	and Revolving 2
	Consolidated Net Indebtedness	 	Margin
	divided by Consolidated EBITDA	 	%
	More than or equal to 2.00 but less than 2.50
	 	 	2.00	 
	More than or equal to 1.50 but less than 2.00
	 	 	1.75	 
	More than or equal to 1.00 but less than 1.50
	 	 	1.50	 
	Less than 1.00
	 	 	1.25	 





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	 	7.3.2	 	Any reduction or increase to the Revolving Margin provided for
in sub-clause 7.3.1 shall take effect only in relation to any
Revolving Advance made at least 5 Business Days after receipt by the
Agent for the Relevant Period of both (a) (in the case of a Relevant
Period ending on the last day of Genesys S.A.’s financial year) the
annual audited financial statements of the Group in accordance with
Clause 19.1 (Annual Statements) or (in the case of the Relevant
Period ending on the last day of Genesys S.A.’s half financial year)
the semi-annual financial statements of the Group in accordance with
Clause 19.2 (Semi-Annual Statements) or (in the case of the Relevant
Period ending on the last day of any other Financial Quarter of
Genesys S.A.) quarterly financial statements of the Group in
accordance with Clause 19.3 (Quarterly Statements) for such Relevant
Period and (b), in each case, a Compliance Certificate for such
Relevant Period pursuant to Clause 19.6 (Compliance Certificates).
	 
	 	7.3.3	 	If at any time an Event of Default is continuing the Revolving
1 Margin and the Revolving 2 Margin shall be 3.25% per annum.
	 
	 	7.3.4	 	The change to the Revolving 1 Margin and the Revolving 2
Margin set out in sub-clause 7.3.3 shall apply from the date
certified by the Agent (in writing) as the date on which an Event of
Default has occurred or come into existence until the date certified
by the Agent (in writing) as the date by which such Event of Default
is no longer continuing. The Agent shall give such certification
promptly (in any event within two Business Days) upon occurrence of
an Event of Default or its ceasing to be continuing.









        	8.	 	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES
	 
	8.1	 	 Market Disruption
	 
	 	 	If, in relation to any Advance:



	 	8.1.1	 	the relevant interbank rate is to be determined by reference
to Reference Banks and at or about 12.00 a.m. on the Quotation Date
for the relevant Interest Period or Term none or only one of the
Reference Banks supplies a rate for the purpose of determining the
relevant interbank rate, for the relevant Interest Period or Term; or
	 
	 	8.1.2	 	 before the close of business of the Agent on the Quotation
Date for such Advance the Agent has been notified by a Lender or each
of a group of Lenders to whom in aggregate two-thirds or more of such
Advance is owed (or, in the case of an undrawn Advance, if made,
would be owed) that the relevant interbank rate does not accurately
reflect the cost of funding its participation in such Advance,




	 	 	then, the Agent shall notify the relevant Borrower and the Lenders of such
event and, notwithstanding anything to the contrary in this Agreement,
Clause 8.2 (Substitute Interest Period and Interest Rate) shall apply to
such Advance (if it is a Term Advance which is already outstanding ). If
sub-clause 8.1.1 or 8.1.2 applies to a proposed Advance, such Advance
shall not be made until the substitute interest is determined or the
Notice of Drawdown is cancelled by the applicable Borrower.





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	8.2	 	Substitute Interest Period and Interest Rate
	 
	 	 	If sub-clause 8.1.1 of Clause 8.1 (Market Disruption) applies to an
Advance, the duration of the relevant Interest Period or Term shall be one
month or, if less, such that it shall end on the next succeeding Repayment
Date. If either sub-clause 8.1.1 or 8.1.2 of Clause 8.1 (Market
Disruption) applies to an Advance, the rate of interest (expressed as a
percentage per annum) applicable to such Advance during the relevant
Interest Period or Term shall (subject to any agreement reached pursuant
to Clause 8.3 (Alternative Rate)) be the rate per annum which is the sum
of:




	 	8.2.1	 	the Margin applicable to the relevant Facility on the
applicable Quotation Date;
	 
	 	8.2.2	 	the Mandatory Cost (if any) (expressed in percentage per annum
terms) in respect thereof at such time; and
	 
	 	8.2.3	 	the rate per annum determined by the Agent to be the
arithmetic mean (rounded upwards to four decimal places) of the rates
notified by each Lender to the Agent before the last day of such
Interest Period or Term to be those which express as a percentage
rate per annum the cost to each Lender of funding from whatever
sources it may select its portion of such Advance during such
Interest Period or Term.




	8.3	 	Alternative Rate
	 
	 	 	If:




	 	8.3.1	 	either of those events mentioned in sub-clauses 8.1.1 and
8.1.2 of Clause 8.1 (Market Disruption) occurs in relation to an
Advance; or
	 
	 	8.3.2	 	circumstances affect the LIBOR during any period of three
consecutive Business Days,




	 	 	then, in any such case, if the Agent or Genesys S.A. so requires, the
Agent and Genesys S.A. shall enter into negotiations in good faith and
will make their best endeavours to agree an alternative basis:




	 	(a)	 	for determining the rates of interest from time to time
applicable to the Advances; and/or
	 
	 	(b)	 	upon which the Advances may be maintained thereafter,




	 	 	and any such alternative basis that is agreed shall take effect in
accordance with its terms and be binding on each party hereto, provided
that the Agent may not agree any such alternative basis without the prior
consent of each Lender.
	 





        	9.	 	NOTIFICATION
	 
	9.1	 	Advances
	 
	 	 	Not less than two Business Days before the first day of an Interest Period
or Term, the Agent shall notify each Lender:



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	 	(a)	 	of the Facility that is to be utilised;
	 
	 	(b)	 	the name of the Borrower;
	 
	 	(c)	 	the amount of the relevant Advance;
	 
	 	(d)	 	the proposed length of the relevant Interest Period or Term;
and
	 
	 	(e)	 	the aggregate principal amount of the relevant Advance
allocated to such Lender pursuant to this Agreement.




	9.2	 	Interest Rate Determination
	 
	 	 	The Agent shall promptly notify the applicable Borrower and the Lenders of
each determination of LIBOR, the Margin, and the Mandatory Cost.
	 
	9.3	 	Changes to Advances or Interest Rates
	 
	 	 	The Agent shall promptly notify the applicable Borrower and the Lenders of
any change to any interest rate occasioned by the operation of Clause 8
(Market Disruption and Alternative Interest Rates).
	 
	9.4	 	Effective Global Rate (Taux Effectif Global)
	 
	 	 	For the purposes of Articles L.313-1 et seq., R.313-1 and R.313-2 of the
Code de la consommation, the Parties acknowledge that by virtue of certain
characteristics of the Facilities (and in particular the variable interest
rate applicable to the Facilities and the Borrower’s right to select the
duration of the Interest Period of each Facility) the taux effectif global
cannot be calculated at the date of this Agreement. However, the
Borrowers acknowledge that they have received from the Agent a letter
containing an indicative calculation of the taux effectif global, based on
figured examples calculated on assumptions as to the taux de période and
durée de la période set out in the letter. The Parties acknowledge that
that letter forms part of this Agreement.
	 





        	10.	 	REPAYMENT OF THE TERM FACILITIES
	 
	10.1	 	Term A1 Advances and Term A2 Advances Repayment Instalments



	 	10.1.1	 	Each Borrower which has drawn a Term A1 Advance or a Term A2
Advance shall repay the Term A1 Outstandings or the Term A2
Outstandings, as the case may be, in instalments by repaying on each
Term Repayment Date the principal amount set out opposite each Term
Repayment Date below:




	 	 	 	 	 	 	 	 	 	 	 	 
	Term Repayment Date	 	Repayment Instalment
	 	 	(USD Million)
	 	 	 	 	 	Term A1 Facility	 	Term A2 Facility
	31 October 2001
	 	 	–	 	 	 	2.00	 
	 	30 April 2002
	 	 	–	 	 	 	2.00	 




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	Term Repayment Date	 	Repayment Instalment
	 	 	(USD Million)
	 	 	 	 	 	Term A1 Facility	 	Term A2 Facility
	31 October 2002
	 	 	–	 	 	 	3.00	 
	 	30 April 2003
	 	 	5.00	 	 	 	3.00	 
	31 October 2003
	 	 	5.00	 	 	 	4.00	 
	 	30 April 2004
	 	 	7.00	 	 	 	4.00	 
	31 October 2004
	 	 	7.00	 	 	 	4.00	 
	 	30 April 2005
	 	 	8.00	 	 	 	4.00	 
	31 October 2005
	 	 	8.00	 	 	 	4.00	 
	 	28 April 2006
	 	 	10.00	 	 	 	5.00	 




	10.2	 	Reduction
	 
	 	 	If a Borrower cancels the whole or any part of the Available Term A1
Facility or the Available Term A2 Facility in accordance with Clause 13.1
(Cancellation of the Term Facility), then the amount of the Repayment
Instalment due by such Borrower for each Repayment Date falling after that
cancellation will be reduced pro rata by the amount cancelled.
	 
	10.3	 	Term B Advances Repayment
	 
	 	 	Vialog Corporation shall repay the Term B Outstandings in full on the
Final Maturity Date of the Term B Facility.
	 





        	11.	 	REPAYMENT OF THE REVOLVING FACILITIES
	 
	 	 	Each Borrower to which a Revolving Advance has been made shall repay in
full the Revolving Advance made to it on the Revolving Termination Date.
	 




        	12.	 	MANDATORY PREPAYMENT
	 
	12.1	 	Definitions
	 
	 	 	For the purposes of this Clause 12:
	 
	 	 	“Net Disposal Amounts” means an amount equal to the proceeds (including
any amount received in repayment of intercompany debt) of any disposal of
any asset of any member of the Group after deducting:



	 	(a)	 	reasonable out of pocket expenses (including brokers’ fees and
commissions, fees and expenses of advisors and counsels) incurred by
any member of the Group due to such disposal;
	 
	 	(b)	 	VAT or any other taxes paid or payable by any member of the
Group due to such disposal (as reasonably determined by such member
of the Group, acting




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	 	 	 	in good faith, on the basis of existing rates and taking account of any
available credit, deduction or allowance),




	 	 	provided that the following disposal proceeds shall not constitute Net
Disposal Amounts:




	 	(i)	 	proceeds received in respect of any disposal referred to in
paragraph (a) of the definition of Permitted Disposals; and
	 
	 	(ii)	 	proceeds received in respect of any disposal referred to in
paragraphs (b) and (d) of the definition of Permitted Disposals if:





	 	(1)	 	such proceeds, when aggregated with any other
such disposal proceeds within the most recent twelve month
period is less than USD 1,000,000 (or its equivalent); or
	 
	 	(2)	 	any proceeds which are, within a period of six
months of receipt by the relevant member of the Group (or such
longer period as the Agent may agree) reinvested in assets
serving a similar purpose (when aggregated on a financial year
basis the “Reinvested Amount”); and





	 	(iii)	 	proceeds received in respect of any disposal referred to in
paragraph (c) of the definition of Permitted Disposals if such
proceeds are less than USD 5,000,000 (or its equivalent).




	 	 	“Net Insurance Amounts” means an amount equal to the proceeds of any
insurance claim received by any member of the Group (after deducting any
reasonable out of pocket expenses incurred by any member of the Group in
relation to such claim) other than any proceeds which are:




	 	(a)	 	to meet a third party claim and are applied in meeting such
claim; or
	 
	 	(b)	 	to be applied to the replacement, reinstatement and/or repair
of the assets in respect of which the relevant insurance claim was
made as soon as reasonably practicable and, in any event, within six
months of receipt of such proceeds (or such longer period as agreed
by the Agent).




	 	 	“Net Acquisition Recovery Amounts” means an amount equal to the proceeds
to Genesys S.A. of any claim (a “Recovery Claim”) for breach of contract
or warranty by, misrepresentation by, indemnity or other similar claim
against Vialog Corporation or any of its affiliates (or any employee,
officer or adviser) in relation to the Acquisition Documents (after
deducting any reasonable out of pocket expenses incurred by any member of
the Group in relation to such claim) other than any proceeds which are:




	 	(a)	 	in respect of a liability or a charge or claim upon a Group
member arising from such Recovery Claim and will be properly applied
in the discharge of that liability, charge or claim; or
	 
	 	(b)	 	paid to a Group member by way of reimbursement of monies
disbursed by such Group member in connection with discharging any
liability, charge or claim referred to in paragraph (a) above; or




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	 	(c)	 	applied in the replacement, reinstatement and/or repair of
assets of a Group member which have been lost, destroyed or damaged
as a result of the events or circumstances giving rise to such
Recovery Claim; or
	 
	 	(d)	 	are required to be paid to third parties,




	 	 	provided that proceeds referred to in paragraphs (a) to (d) above are
properly applied in discharge of such liability, charge or claim or
applied in such replacement, reinstatement or repair or payment to such
third party as soon as possible, but in any event within six months of
receipt of such proceeds (or such longer period as the Agent may agree).
	 
	12.2	 	Mandatory Prepayment of Amounts
	 
	 	 	On receipt by any member of the Group of Net Disposal Amounts, Net
Insurance Amounts or Net Acquisition Recovery Amounts as defined above,
Genesys S.A. or Vialog Corporation, as the case may be, shall procure that
a portion of the Outstandings due by Genesys S.A. or Vialog Corporation,
as the case may be, calculated in accordance with Clause 12.7 (Application
of Prepayments), shall be prepaid in an aggregate amount equal to the sum
of (i) the Net Disposal Amounts, (ii) the Net Insurance Amounts and (iii)
the Net Acquisition Recovery Amounts.
	 
	12.3	 	Mandatory Prepayment from Excess Cash Flow
	 
	 	 	Genesys S.A. or Vialog Corporation shall procure that within 14 days of
delivery of the annual consolidated accounts of the Group under Clause
19.1 (Annual Statements), the Outstandings shall be prepaid in an
aggregate amount equal to 50% of the Excess Cash Flow of the Group above
USD 2,500,000. Any such prepayment shall be applied in accordance with
Clause 12.7 (Application of Prepayments).
	 
	12.4	 	Mandatory Prepayment from bonds
	 
	 	 	Save for the issuance by Genesys S.A. of bonds for the Astound’s
Acquisition up to USD 50,000, Genesys S.A. or Vialog Corporation shall
procure that within 10 days of the issuance of bonds (or any similar
instrument) of any member of the Group, the Outstandings shall be repaid
in an aggregate amount equal to the net cash proceeds of such issuance of
bonds after deduction of all discounts, commissions, costs and expenses.
Any such prepayment shall be applied in accordance with Clause 12.7
(Application of Prepayments).
	 
	12.5	 	Mandatory Prepayment from capital increase
	 
	 	 	Genesys S.A. or Vialog Corporation shall procure that within 10 days of
the net cash proceeds of any capital increase of any of such Borrower or
any of its consolidated subsidiaries, the Outstandings shall be prepaid in
an aggregate amount equal to 50% of the net cash proceeds of any capital
increase up to a cumulative amount of USD 40,000,000. Any such prepayment
shall be applied in accordance with Clause 12.7 (Application of
Prepayments).
	 
	12.6	 	Mandatory Prepayment on Change of Control
	 
	 	 	Each of the Borrowers shall prepay the full amount of the Outstandings due
by it if:
	 



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	 	12.6.1	 	if any person or group of person acting in concert gains more than
331/3% of the shares of Genesys S.A.;
	 
	 	12.6.2	 	upon the occurrence of a loss of ownership or control of any
Material Subsidiary by Genesys (directly or indirectly).




		
	 	For the purpose of Clause 12.6 (Mandatory Prepayment on Change of Control)
“Control” has the meaning given in Article L.233-3 of the French Code de
commerce and “acting in concert” has the meaning given in Article L.233-10
of the French Code de commerce.



12.7  Application of Prepayments




	 	12.7.1	 	Any prepayment made under Clause 12.2 (Mandatory Prepayment of
Amounts), Clause 12.3 (Mandatory Prepayment from Excess Cash Flow),
Clause 12.4 (Mandatory Prepayment from bonds) or Clause 12.5
(Mandatory Prepayment from capital increase) shall be applied in
repayment:




	 	(a)	 	first, pro rata between the Term B
Outstandings, the Term A1 Outstandings and the Term A2
Outstandings in inverse chronological order of maturity; and
	 
	 	(b)	 	second, when the Term Outstandings have been
repaid in full, in repayment of the Revolving Outstandings
(and any amounts so repaid may not be reborrowed and the
Revolving Commitments of the Lenders will be reduced pro
rata).




		
	 	Any prepayment of Term Outstandings in respect of a Term Facility
shall be applied against Term Advances then outstanding under that
Facility pro rata.




	 	12.7.2	 	Any prepayment of Term Outstandings shall satisfy the remaining
obligations under Clause 10 (Repayment of the Term Facilities).







13.  CANCELLATION AND VOLUNTARY PREPAYMENT



13.1  Cancellation of the Term Facility




	 	13.1.1	 	Each of the Borrowers may, by giving to the Agent not less than ten
Business Days’ prior notice to that effect, cancel the whole or any
part (being an amount not less than USD 1,000,000 and an integral
multiple of USD 250,000) of any of its Available Term Facility. Any
such cancellation shall reduce the Available Term Commitments of the
Lenders in respect of such Available Term Facility rateably.
	 
	 	13.1.2 	 	Should any of the Borrowers cancel the whole of the Available Term
Facility or Facilities available to it, no other Revolving Advance
will be made available to such Borrower and any unutilised portion of
its Revolving Facility shall be cancelled and the corresponding
Available Revolving Commitments of the applicable Lenders shall be
reduced to zero.




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13.2      Prepayment of the Term Outstandings




	 	13.2.1 	 	Should any of the Borrowers decide to prepay its Term Outstandings,
such Borrower shall, if it has given to the Agent not less than five
Business Days’ prior notice to that effect, ensure that such Term
Outstandings are prepaid in whole or part (being an amount such that
the amount of the Term Outstandings will be reduced by an amount of
not less than USD 2,000,000 and an integral multiple of USD 250,000)
on the last day of any Interest Period (relating to the Term Advance
or Term Advances to be repaid) which ends after the last day of the
Term Availability Period for the Term Facility under which such Term
Advance was made.
	 
	 	13.2.2	 	 





	 	(i)	 	Any prepayment made by Genesys S.A. shall be
applied to the Term A2 Outstandings in inverse chronological
order of maturity;
	 
	 	(ii)	 	Any prepayment made by Vialog Corporation shall
be applied pro rata to the Term A1 Outstandings and Term B
Outstandings;
	 
	 	(iii)	 	Any prepayment of Term A2 Outstandings made by
Genesys S.A. shall be applied in inverse chronological order
of maturity.





	 	13.2.3	 	Any prepayment of Term Outstandings shall be applied pro rata
between (x) the Term A2 Advances then outstanding in the case of
Genesys S.A. or (y) the Term A1 Advances and Term B Advances then
outstanding in the case of Vialog Corporation.
	 
	 	13.2.4	 	Any prepayment of Term Outstandings in respect of a Term Facility
shall satisfy the applicable remaining obligations under Clause 10
(Repayment of the Term Facilities).





	13.3	 	Cancellation of the Revolving Facility





		
	 	Each of the Borrowers may, by giving to the Agent not less than ten
Business Days’ prior notice to that effect, cancel the whole or any part
(being an amount of not less than USD 1,000,000 and an integral multiple
of USD 250,000) of its Available Revolving Facility. Any such cancellation
shall reduce the applicable Available Revolving Commitment and Revolving
Commitment of each applicable Lender rateably.




13.4      Prepayment of Revolving Outstandings




		
	 	Provided its whole Term Outstandings have been prepaid, the Borrower to
which a Revolving Advance has been made may, by giving to the Agent not
less than five Business Days’ prior notice to that effect, prepay the
whole or any part of any of its Revolving Advances (being an amount such
that the amount of such Revolving Advance will be reduced by an amount of
not less than USD 2,000,000 or integral multiple of USD 250,000) together
with all accrued interest and all amounts due under Clause 27 (Break
Costs) (if any).



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13.5  Notice of Cancellation or Prepayment




		
	 	Any notice of cancellation or prepayment given by a Borrower pursuant to
this Clause 13 shall be irrevocable, shall specify the date upon which
such cancellation or prepayment is to be made and the amount of such
cancellation or prepayment and, in the case of a notice of prepayment,
shall oblige the relevant Borrower to make such prepayment on such date.



13.6  Notice of Removal of a Lender



     If:



	 	13.6.1	 	any sum payable to any Lender by an Obligor is required to be
increased pursuant to Clause 14.2 (Tax gross-up); or
	 
	 	13.6.2	 	any Lender claims indemnification from an Obligor under Clause 14.3
(Tax indemnity) or Clause 15.1 (Increased Costs); or
	 
	 	13.6.3	 	any sum payable to any Lender by an Obligor pursuant to Schedule 8
(Mandatory Cost),




		
	 	the concerned Borrower or Borrowers may, whilst such circumstance
continues, give the Agent at least ten Business Days notice (which notice
shall be irrevocable) of its intention if such circumstance relates to a
Lender to cancel, repay in respect of the Commitment of such Lender.



13.7  Removal of a Lender




		
	 	On the day the notice referred to in Clause 13.6 (Notice of Removal of a
Lender) expires the concerned Borrower or Borrowers shall repay such
Lender’s portion of the Advances and any other applicable interest or
cost, if any, due to such Lender.



13.8  No Further Availability




		
	 	A Lender for whose account a repayment is to be made under Clause 13.6
(Notice of Removal of a Lender) shall not be obliged to participate in the
making of Advances on or after the date upon which the Agent receives a
Borrower’s notice of its intention to procure the repayment of such
Lender’s share of the Outstandings, and such Lender’s Available Term
Commitment and Available Revolving Commitment shall be reduced to zero.



13.9  No Other Repayments or Cancellation




		
	 	None of the Borrowers shall repay or cancel all or any part of the
Outstandings except at the times and in the manner expressly provided for
in this Agreement.



13.10  No Reborrowing




		
	 	None of the Borrowers shall be entitled to reborrow any amount of any Term
Facility which is repaid or prepaid by it or to reborrow any amount of
the Revolving Facility which is repaid or prepaid by it where such
repayment or prepayment permanently reduces the Revolving Facility.




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14.  TAX GROSS UP AND INDEMNITIES



14.1  Definitions




	(a)	 	In this Clause 14:




		
	 	“Protected Party” means a Finance Party which is or will be, for or on
account of tax, subject to any liability or required to make any payment
in relation to a sum received or receivable (or any sum deemed for the
purposes of tax to be received or receivable) under a Finance Document.
	 
	 	“Tax Credit” means a credit against, relief or remission for, or repayment
of any tax.
	 
	 	“Tax Deduction” means a deduction or withholding for or on account of tax
from a payment under a Finance Document.
	 
	 	“Tax Payment” means an increased payment made by an Obligor to a Finance
Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax
indemnity).




	(b)	 	In this Clause 14 a reference to “determines” or “determined” means a
determination made in the absolute discretion of the person making the
determination.



14.2  Tax gross-up




	(a)	 	Each Borrower shall make all payments to be made by it without any Tax
Deduction, unless a Tax Deduction is required by law.
	 
	(b)	 	The Borrower or a Lender shall promptly upon becoming aware that an
Obligor must make a Tax Deduction (or that there is any change in the rate
or the basis of a Tax Deduction) notify the Agent accordingly. If the
Agent receives such notification from a Lender it shall notify the
Borrower and that Obligor.
	 
	(c)	 	If a Tax Deduction is required by law under this Agreement to be made by
a Borrower, the amount of the payment due from that Borrower shall be
increased to an amount which (after making any Tax Deduction) leaves an
amount equal to the payment which would have been due if no Tax Deduction
had been required.
	 
	(d)	 	If a Borrower is required to make a Tax Deduction, that Borrower shall
make that Tax Deduction and any payment required in connection with that
Tax Deduction within the time allowed and in the minimum amount required
by law.
	 
	(e)	 	Within thirty days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Borrower making that
Tax Deduction shall deliver to the Agent for the Finance Party entitled to
the payment evidence reasonably satisfactory to that Finance Party that
the Tax Deduction has been made or (as applicable) any appropriate payment
paid to the relevant taxing authority.



14.3  Tax indemnity




	(a)	 	The Borrower shall (within three Business Days of demand by the Agent)
pay to a Protected Party an amount equal to the loss, liability or cost
which that Protected Party 



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	 	 	determines will be or has been (directly or
indirectly) suffered for or on account of tax by that Protected Party.
	 
	(b)	 	Paragraph (a) above shall not apply with respect to any tax assessed on:





	 	(i)	 	a Finance Party:





	 	(A)	 	under the law of the jurisdiction in which that
Finance Party is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Finance Party
is treated as resident for tax purposes; or
	 
	 	(B)	 	under the law of the jurisdiction in which that
Finance Party’s Facility Office is located in respect of
amounts received or receivable in that jurisdiction,





		
	 	if that tax is imposed on or calculated by reference to the
net income received or receivable (but not any sum deemed to be
received or receivable) by that Finance Party.




	(c)	 	A Protected Party making, or intending to make a claim pursuant to
paragraph (a) above shall promptly notify the Agent of the event which
will give, or has given, rise to the
claim, following which the Agent shall notify the Borrower.
	 
	(d)	 	A Protected Party shall, on receiving a payment from an Obligor under
this Clause 14.3, notify the Agent.



14.4  Tax Credit




		
	 	If an Obligor makes a Tax Payment and the relevant Finance Party
determines that:




	 	(a)	 	a Tax Credit is attributable to that Tax Payment; and
	 
	 	(b)	 	that Finance Party has obtained, utilised and retained that Tax
Credit,




		
	 	the Finance Party shall pay an amount to the Obligor which that Finance
Party determines will leave it (after that payment) in the same after-tax
position as it would have been in had the Tax Payment not been made by the
Obligor.



14.5  Stamp taxes




		
	 	The Borrower shall pay and, within three Business Days of demand,
indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration and other
similar taxes payable in respect of any Finance Document.



14.6  Value added tax




	(a)	 	All consideration payable under a Finance Document by a Borrower to a
Finance Party shall be deemed to be exclusive of any VAT. If VAT is
chargeable, the Borrower shall pay to the Finance Party (in addition to
and at the same time as paying the consideration) an amount equal to the
amount of the VAT.



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	(b)	 	Where a Finance Document requires a Borrower to reimburse a Finance Party
for any costs or expenses, that Borrower shall also at the same time pay
and indemnify that Finance Party against all VAT incurred by that Finance
Party in respect of the costs or expenses save to the extent that that
Finance Party is entitled to repayment or credit in respect of the VAT.






15.  INCREASED COSTS



15.1  Increased costs




	(a)	 	Subject to Clause 15.3 (Exceptions) the Borrowers shall, within three
Business Days of a demand by the Agent, pay for the account of a Finance
Party the amount of any duly documented Increased Costs incurred by that
Finance Party or any of its affiliates (being its subsidiary or its
holding company) as a result of (i) the introduction of or any change in
(or in the interpretation or application of) any law or regulation or (ii)
compliance with any law or regulation, in each case made after the date of
this Agreement.
	 
	(b)	 	In this Agreement “Increased Costs” means:




	 	(i)	 	a reduction in the rate of return from the Facility or on a
Finance Party’s (or its affiliate’s) overall capital;
	 
	 	(ii)	 	an additional or increased cost; or
	 
	 	(iii)	 	a reduction of any amount due and payable under any Finance
Document,




		
	 	which is incurred or suffered by a Finance Party or any of its affiliates
to the extent that it is attributable to that Finance Party having entered
into its Commitment or funding or performing its obligations under any
Finance Document.



15.2  Increased cost claims




	(a)	 	A Finance Party intending to make a claim pursuant to Clause 15.1
(Increased costs) shall notify the Agent of the event giving rise to the
claim, following which the Agent shall promptly notify the Borrower.
	 
	(b)	 	Each Finance Party shall, as soon as practicable after a demand by the
Agent, provide a certificate confirming the amount of its Increased Costs.



15.3  Exceptions




	(a)	 	Clause 15.1 (Increased costs) does not apply to the extent any Increased
Cost is:




	 	(i)	 	attributable to a Tax Deduction required by law to be made by
an Obligor;
	 
	 	(ii)	 	compensated for by Clause 14.3 (Tax indemnity) (or would have
been compensated for under Clause 14.3 (Tax indemnity) but was not so
compensated solely because one of the exclusions in paragraph (b) of
Clause 14.3 (Tax indemnity) applied);
	 
	 	(iii)	 	compensated for by the payment of the Mandatory Cost; or



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	 	(iv)	 	attributable to the wilful breach by the relevant Finance Party
or its affiliates of any law or regulation.




	(b)	 	In this Clause 15.3, a reference to a “Tax Deduction” has the same
meaning given to the term in Clause 14.1 (Definitions).






16.  ILLEGALITY




		
	 	If, at any time, it is or will become unlawful for a Lender to make, fund,
issue, participation or allow to remain outstanding all or part of its
share of the Advances, then that Lender shall, promptly after becoming
aware of the same, deliver to the applicable Borrower through the Agent a
notice to that effect and:





	 	16.1.1	 	such Lender shall not thereafter be obliged to participate in any
Advance and the amount of its Available Term Commitment and Available
Revolving Commitment shall be immediately reduced to zero; and
	 
	 	16.1.2	 	if the Agent on behalf of such Lender so requires, the applicable
Borrower shall procure that each Borrower shall on such date as the
Agent shall have specified:





	 	(a)	 	repay such Lender’s share of any outstanding
Advances together with accrued interest thereon and all other
amounts owing to such Lender under the Finance Documents and
any repayment of any Term Advance so made after the last day
of the Term Availability Period shall reduce rateably the
remaining obligations under Clause 10.1 (Term A1 Advances and
Terms A2 Advances Repayment Instalments) in respect of the
outstandings under the Term Facility under which such Term
Advance was made; and
	 
	 	(b)	 	ensure that the liabilities of such Lender are
reduced to zero or otherwise secured.






17.  MITIGATION




		
	 	If, in respect of any Lender, circumstances arise which would or would
upon the giving of notice result in:




	 	17.1.1	 	an increase in any sum payable to it or for its account pursuant to
Clause 14.2 (Tax gross-up); or
	 
	 	17.1.2	 	a claim for indemnification pursuant to Clause 14.3 (Tax indemnity)
or Clause 15.1 (Increased Costs); or
	 
	 	17.1.3	 	any sum being payable to any Lender by an Obligor pursuant to
Schedule 8 (Mandatory Cost); or
	 
	 	17.1.4	 	the reduction of its Available Term Commitment and Available
Revolving Commitment to zero or any repayment to be made pursuant to
Clause 16 (Illegality),




		
	 	then, without in any way limiting, reducing or otherwise qualifying the
rights of such Lender or the obligations of the Obligors under any of the
Clauses referred to, such 



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	 	Lender shall, upon request by the applicable
Borrower and, in consultation with the Agent and the applicable Borrower
and to the extent that it can do so lawfully and without prejudice to its
own position, use its best efforts (including a change of location of its
Facility Office or the transfer of its rights, benefits and obligations
hereunder to another financial institution acceptable to the applicable
Borrower and willing to participate in the Facilities) to mitigate the
effects of such circumstances, provided that such Lender shall be under no
obligation to take any such action if, in the opinion of such Lender, to
do so might have any adverse effect upon its business, operations or
financial condition (other than any minor costs and expenses of an
administrative nature).






18.  REPRESENTATIONS




		
	 	Each of the Borrowers shall make the representations and warranties set
out in Clause 18.1 (Status) to Clause 18.39 (Claims against Vialog
Corporation) to the Finance
Parties in respect of itself, each member of the Group which is a
subsidiary of such Borrower, or each of its Material Subsidiaries, as the
case may be (assuming for the purposes of the representations made on the
date hereof and the Closing Date, that completion of the Acquisition has
occurred) provided that the representations and warranties contained in
Clause 18.12 (Reports) and Clause 18.39 (Claims against Vialog
Corporation) shall be made by Genesys S.A. only. Each of the Borrowers
acknowledges that the Finance Parties have entered into this Agreement in
reliance on those representations and warranties. Without limiting the
generality of clause 18.40 (Repetition of Representations) the
representations and warranties in Clause 18.17 (Information Memorandum)
shall only be made on the dates specified in Clause 18.40 (Repetition of
Representations).



18.1  Status




		
	 	Such Borrower and each of its Material Subsidiaries is a corporation duly
organised and validly existing under the law of its jurisdiction of
incorporation and has the power and all necessary governmental and other
material consents, approvals, licences and authorisations under any
applicable jurisdiction to own its property and assets and to carry on its
business as currently conducted.



18.2  Governing Law and Judgments




		
	 	In any proceedings taken in France in relation to the Finance Documents,
the choice of French law as the governing law of certain of the Finance
Documents and any judgment obtained in France will be recognised and
enforced.



18.3  Binding Obligations




		
	 	The obligations expressed to be assumed by such Borrower and any of its
subsidiaries in the Finance Documents to which it is or they are a party,
are legal and valid obligations binding on it or them and enforceable
against it or them in accordance with the terms hereof and thereof.




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18.4  Execution and Power




		
	 	The execution by such Borrower and any of its subsidiaries of the Finance
Documents, and the Acquisition Documents to which it is or they are a
party and its or their exercise of its or their rights and performance of
its or their obligations thereunder and the transactions contemplated
thereby (including, without limit, borrowing hereunder or thereunder and
granting any security or guarantees contemplated hereunder or thereunder)
do not and will not:




	 	18.4.1	 	conflict in any material respect with any agreement, hypothèque,
mortgage, bond or other instrument or treaty to which such Borrower
or the applicable subsidiary is a party or which is binding upon such
Borrower or the applicable subsidiary or any of its assets; or
	 
	 	18.4.2	 	conflict in any material respect with its or the applicable
subsidiary’s constitutive documents; or
	 
	 	18.4.3	 	conflict in any material respect with any applicable law or any
applicable official or judicial regulation or order.




	 	Such Borrower and each of its subsidiaries has the power to enter into and
perform its obligations under the Finance Documents and the Acquisition
Documents to which it is or they are a party and all corporate and other
action required to authorise the execution, delivery and performance of
the Finance Documents and the Acquisition Documents to which it is or they
are a party and the transactions contemplated therein have been duly
taken. No limit on its or any of its applicable subsidiaries’ powers will
be exceeded as a result of the borrowings, granting of security or giving
of guarantees contemplated by the Finance Documents to which it or any
such subsidiary is a party.





18.5  No Material Proceedings




		
	 	No action or administrative proceeding of or before any court, arbitrator
or agency (including, but not limited to, investigative proceedings) which
is likely to have a Material Adverse Effect has been started or threatened
against such Borrower or any of its Material Subsidiaries or its or their
assets, nor are there any circumstances likely to give rise to any such
action or proceedings.



18.6  Financial Statements




	 	18.6.1	 	Its Original Financial Statements and its most recent audited
financial statements delivered to the Agent (consolidated in the case
of Genesys S.A.):





	 	(a)	 	were prepared in accordance with accounting
principles generally accepted in France or in the United
States of America (as the case may be) and consistently
applied and comply with Clause 19.9 (Accounting Policies);
	 
	 	(b)	 	give a true and fair view of (in the case of
audited financial statements under French GAAP) or fairly
present (in the case of financial statements audited under US
GAAP or unaudited financial statements) the financial



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	 	 	 	condition and the results of the operations of such Borrower
or, as the case may be, each of such Borrower’s subsidiaries
during the relevant period.





	 	18.6.2	 	Such Borrower’s financial year end and the financial year end of
each of each of the such Borrowers’ consolidated subsidiaries end 31
December and will remain on such date except for Genesys Open Media
S.A., Axone and Astound.



18.7  No Material Adverse Effect




		
	 	Since the date of the Original Financial Statements of such Borrower or,
if later, the date as at which its most recent audited financial
statements (consolidated in the case of Genesys S.A. or Vialog
Corporation) were stated to be prepared, no event or circumstances have
occurred which caused a Material Adverse Effect.



18.8  Validity and Admissibility in Evidence




		
	 	All acts, conditions and things required to be done, fulfilled and
performed in order:




	 	18.8.1 	 	to enable such Borrower or any of its subsidiaries lawfully to
enter into, exercise its rights under and perform the obligations
expressed to be assumed by it or any of its subsidiaries in the
Finance Documents;
	 
	 	18.8.2 	 	to ensure that the obligations expressed to be assumed by such
Borrower or any of its subsidiaries in the Finance Documents are
legal, valid, binding and enforceable; and
	 
	 	18.8.3 	 	to make the Finance Documents admissible in evidence in France
subject to the translation thereof in French:





	 	(i)	 	for any period prior to 31 May 2001: have been
or will promptly be done, fulfilled and performed; or
	 
	 	(ii)	 	for any period after 31 May 2001: have been
done, fulfilled and performed.



18.9  Claims Pari
Passu




		
	 	Under the laws of France or the United States in force at the date hereof,
the claims of the Finance Parties against such Borrower or any of its
subsidiaries under the Finance Documents will rank at least pari passu
with the claims of all its other unsecured and unsubordinated creditors
save those whose claims are preferred solely by any bankruptcy,
insolvency, liquidation or other similar laws of general application or
subject to any privilège arising by operation of law.



18.10  No Filing or Stamp Taxes



		
	 	Under the laws of France (in the case of Genesys S.A.) or the United
States (in the case of Vialog Corporation) in force at the date hereof, it
is not required that the Finance Documents to which such Borrower or any
of its subsidiaries is a party be filed, recorded or enrolled with any
court or other authority in such jurisdiction or that any stamp,
registration or similar tax be paid on or in relation to such Finance
Documents save for any service of notice by bailiff (huissier) or any
recording of or tax payable in 



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	 	connection with the security document
referred to in sub-paragraph (e) of the definition of the Security
Documents, any filings required under Uniform Commercial Code (or any
state laws regarding matters covered or purported to be covered thereby),
which will be effected or paid promptly after the date hereof.



18.11  No Deduction or Withholding




		
	 	Under the laws of France or the United States in force at the date hereof,
such Borrower will not be required to make any deduction or withholding
from any payment hereunder.



18.12  Reports




		
	 	The Due Diligence Reports, the Budget and the Business Plan have been
prepared after due and careful consideration and Genesys S.A.:




	 	18.12.1 	 	is not aware of any inaccuracy as to factual matters relating to
Vialog Corporation contained in the Due Diligence Reports or the
Business Plan;
	 
	 	18.12.2 	 	believes that such Reports, Budget and Business Plan were based on
reasonable assumptions (as of the date of the respective Reports,
Budget and Business Plan); and
	 
	 	18.12.3 	 	is not aware of any facts or matters not stated in the Due
Diligence Reports, the Business Plan or the Original Financial
Statements, the omission of which make any statements contained
therein misleading in any material respect.



18.13  Group Structure




	 	18.13.1 	 	The Group Structure Chart delivered to the Agent pursuant to
Schedule 3 (Conditions Precedent) is true, complete and accurate; and
	 
	 	18.13.2 	 	all necessary inter-company loans, transfers, share exchanges and
other steps resulting in the final Group structure set out in the
Group Structure Chart have been (or will be, for any period prior to
31 May 2001) taken in compliance with all relevant laws and
regulations and all requirements of relevant regulatory authorities.



18.14  No Winding-up or insolvency proceedings




		
	 	Such Borrower has not, and no member of the Group which is a subsidiary of
such Borrower has, taken any corporate action nor have any other steps
been taken or legal proceedings been started or (to the best of its
knowledge and belief having made all reasonable enquiry) threatened
against any member of such Borrower’s Group for its winding-up,
dissolution, administration or re-organisation including proceedings for
règlement amiable under article L.611-3 and following of the French Code
de commerce, proceedings under Chapter 11 of the United States Code
(whether by voluntary arrangement, scheme of arrangement or otherwise save
for any solvent reorganisation previously approved by the Majority Lenders
in writing) or for the enforcement of an Encumbrance over all or any of
its revenues or assets or for the appointment of a receiver,
administrator, administrative receiver, conservator, liquidator,
custodian, trustee, creditor representative or similar officer of it or of
any or all of its assets or 



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	 	revenues or a judgment for redressement
judiciaire, cession totale de l’entreprise or liquidation judiciaire under
article L.620-1 and following of the French Code de commerce.



18.15  No Defaults




		
	 	     No such Borrower and no member of the Group which is a subsidiary of such
Borrower:




	 	18.15.1 	 	are in breach of or in default or in potential default under any
agreement to which such Borrower and such member of the Group are a
party or which is binding on such Borrower, such member of the Group
or any of its assets to an extent or in a manner which is likely to
have a Material Adverse Effect; or
	 
	 	18.15.2 	 	are in breach of or in default under any material agreement to
which such Borrower or such member of the Group is party or which is
binding on such Borrower or such member of the Group or any of its
assets as a result of entering into and performing its obligations
under the Finance Documents;
	 
	 	18.15.3 	 	are aware of the occurrence of any Event of Default or any
Potential Event of Default.



18.16  Information




		
	 	All of the written information supplied by such Borrower, any Obligor
which is a subsidiary of such Borrower and any advisers thereto to the
Agent and/or the Lenders and/or their advisers pursuant to the Finance
Documents is true, complete and accurate in all material respects as at
the date such information was supplied and does not fail to include any
information necessary to make the statements made therein not misleading
in any material respect.



18.17  Information Memorandum




		
	 	The factual information contained in the Information Memorandum is true,
complete and accurate in all material respects, the financial projections
contained therein have been prepared on the basis of recent historical
information and on the basis of fair and reasonable assumptions and
nothing has occurred or been omitted that renders the information
contained in the Information Memorandum inaccurate, and there is no
failure to disclose any information necessary to make the statement
therein not misleading, in any material respect.



18.18  Environmental Compliance




		
	 	Such Borrower and each of the Material Subsidiaries of such Borrower have
duly performed and observed in all material respects all Environmental
Law, Environmental Permits and all other material covenants, conditions,
restrictions or agreements directly or indirectly concerned with any
contamination, pollution or waste or the release or discharge of any toxic
or hazardous substance in connection with any real property which is or
was at any time owned, leased or occupied by any member of the Group or on
which any member of the Group has conducted any activity where failure to
do so could reasonably be expected to have a Material Adverse Effect.



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18.19  Environmental Claims




		
	 	No Environmental Claim has been commenced or (to the best of such
Borrowers’ knowledge and belief) is threatened against such Borrower or
any Material Subsidiary of such Borrower where such claim could reasonably
be expected, if determined against such Borrower or Material Subsidiary,
to have a Material Adverse Effect.



18.20  Encumbrances and Financial Indebtedness




	 	18.20.1 	 	Save for Permitted Encumbrances, no Encumbrance exists over all or
any of the assets of any Material Subsidiary of such Borrower.
	 
	 	18.20.2 	 	Save for Permitted Financial Indebtedness, such Borrower has no
Financial Indebtedness.
	 
	 	18.20.3 	 	The execution of the Finance Documents to which such Borrower or
any of its subsidiaries is a party and the exercise by it or them of
its rights thereunder will
not result in the existence or imposition of nor oblige any such
Borrower or any Group member which is a subsidiary of such
Borrower to create any Encumbrance (save for Permitted
Encumbrances) in favour of any person over any of its present or
future assets of such Group member.



18.21  Ownership of the Obligors




		
	 	Each of the Obligors (other than Genesys S.A.) is a wholly-owned
subsidiary of Genesys S.A.



18.22  Subsidiaries




		
	 	To the extent permitted under any applicable law, each of the Material
Subsidiaries of such Borrower will become a Guarantor in accordance with
Clause 35.2 (Request for Additional Guarantor).



18.23  Consents and Approvals




		
	 	All necessary consents, licences, authorisations, and approvals to the
transactions constituted by the Acquisition and the Finance Documents have
been obtained or waived and all consents, licences, authorisations and
other approvals necessary for the conduct of the business of the Group of
such Borrower as carried on at the date hereof have been, or when required
will be obtained, their terms and conditions have been complied with in
all material respects and they have not been and, so far as it is aware,
will not be revoked or otherwise terminated.



18.24  Taxation




	 	18.24.1 	 	Such Borrower and each Group member which is a subsidiary of such
Borrower has duly and punctually paid and discharged all taxes,
assessments and governmental charges imposed upon it or its assets
within the time period allowed therefor without imposing tax
penalties or creating any Encumbrance with priority to the Lenders or
the security granted or evidenced by the Security Documents (save to
the extent payment thereof is being contested in good faith 



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	 	 	 	by the
relevant Group member and adequate reserves are being maintained for
those taxes and where payment thereof can lawfully be withheld and
would not result in an Encumbrance with priority to the security
created or evidenced by the Security Documents; in relation to the
representation made under this Clause 18.24 (Taxation) on the date
hereof, this provision shall only apply to the extent any such
payment has been previously disclosed to the Agent in writing).
	 
	 	18.24.2 	 	No such Borrower and no Group member which is a subsidiary of such
Borrower are materially overdue in the filing of any tax returns.
	 
	 	18.24.3 	 	No claims are being or are reasonably likely to be asserted
against such Borrower and any Group member which is a subsidiary of
such Borrower with respect to taxes which could reasonably be
expected to have a Material Adverse Effect.



18.25  Security Interest




	 	18.25.1 	 	Each Security Document to which it is a party creates the security
interest which that Security Document purports to create or, if that
Security Document purports to evidence a security interest,
accurately evidences a security interest which has been validly
created and each security interest ranks in priority as specified in
the Security Document creating or evidencing that interest.
	 
	 	18.25.2 	 	The shares of such Borrower and any Group member which is a
subsidiary of such Borrower which are subject to an Encumbrance under
the Security Documents are fully paid and not subject to any option
to purchase or similar rights and the constitutional documents of any
such Group member do not and could not restrict or inhibit (whether
absolutely, partly, under a discretionary power or otherwise) any
transfer of such shares pursuant to enforcement of the Security
Documents.



18.26  Intellectual Property




		
	 	Such Borrower is not aware of any adverse circumstance relating to
validity, subsistence or use of any of its or any of its consolidated
subsidiaries’ Intellectual Property which could reasonably be expected to
have a Material Adverse Effect.



18.27  Good Title to Assets




		
	 	Such Borrower and each of its consolidated subsidiaries has good title to
or valid leases of or other appropriate licence, authorisation or consent
to use its assets necessary to carry on its business as presently
conducted (including, without limitation, Intellectual Property Rights).



18.28  Acquisition Documents




		
	 	Save for minor or technical amendments, variations or waivers, there has
been no amendment, variation or waiver of the terms of the Acquisition
Documents save as approved in writing by the Agent.



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18.29  Legal Owner




		
	 	Such Borrower and each of its consolidated subsidiaries is the owner
(subject to any necessary registrations in the books of the entity whose
shares are being charged or any other legal formalities referred to in the
Legal Opinions which will be effected promptly after the date hereof) of
all its assets subject to any Permitted Encumbrances and to any security
granted under the Security Documents to which it is a party.



18.30  Issue of Share Capital




		
	 	Save to the extent contemplated in Clause 22.21 (Share Capital) or in the
Exchangeable Bond Agreement and any related corporate resolutions there
are no agreements in force or corporate resolutions passed which call for
the present or further issue or allotment of, or grant to any person the
right (whether conditional or otherwise) to call for the issue or
allotment of any share, loan note or loan capital of Genesys S.A. or any
Group member
(including an option or right of pre-emption or conversion).



18.31  No Immunity




		
	 	In any proceedings taken in the jurisdiction of incorporation of such
Borrower in relation to this Agreement, it will not and none of its
consolidated subsidiaries will be entitled to claim for itself or any of
its assets immunity from suit, execution, attachment or other legal
process.



18.32  No Change of Business




		
	 	None of the Material Subsidiary of such Borrower is engaged in any
business which is unrelated to the general nature of the business of the
Group as carried on at the date hereof.



18.33  Pensions




		
	 	No such Borrower and none of the consolidated subsidiaries of such
Borrower have any material liability in respect of its pension plan or any
other pension scheme and there are no circumstances which may give rise to
such a liability. Such Borrower and each member of the Group which is its
subsidiary are in material compliance with all applicable laws and
contracts relating to the pension schemes including ERISA.



18.34  Insurance




		
	 	All insurance normally required by the Group of such Borrower is in force
and no insurance policies payments are outstanding.



18.35  ERISA




	 	(a)	 	No ERISA Affiliates of such Borrower, nor is such Borrower,
making or accruing an obligation to make contributions or have within
any of the five calendar years immediately preceding the date of this
Agreement made or accrued an obligation to make contributions to any
Multiemployer Plan. If such Borrower and all ERISA Affiliates of such
Borrower were to completely or partially withdraw from all
Multiemployer Plans, the resulting aggregate withdrawal liability
would not exceed USD 250,000.



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	 	(b)	 	To the best knowledge of such Borrower, each Employee Plan is
currently in compliance in all material respects in form and
operation with ERISA and the US Code and all other applicable laws,
rules and regulations.
	 
	 	(c)	 	All required governmental approvals for any Employee Plan have
been or will, within the time permitted by law, be obtained and a
favourable determination as to qualification under Section 401(a) of
the US Code of each of the Employee Plans which is an employee
pension benefit plan (within the meaning of section 3(2) of ERISA),
and which is intended to qualify under Section 401(a) of the US Code,
has been made by the Internal Revenue Service (or, in the case
application for such determination has been made and is currently
pending, will be made within the remedial amendment period (as
defined in Section 401(b) of the US Code) applicable to such plans
and all changes required by the Internal
Revenue Service in order for a determination letter to be issued
will be made) and a recognition of exemption from federal income
taxation under Section 501 (c) (9) of the US Code of each trust,
if any, established in connection with an Employee Plan which is
an employee welfare benefit plan (within the meaning of Section
3(1) of ERISA) has been or will, within the time permitted by law,
be made by the Internal Revenue Service and, to the knowledge of
its ERISA Affiliates, nothing has occurred since the date of such
determination (or, as the case may be, application for such
determination) or recognition letter that would adversely affect
such qualification.
	 
	 	(d)	 	With respect to each Employee Plan that is subject to the
provisions of Title I, Subtitle B, Part 3 of ERISA, the funding
method used in connection with such Employee Plan is acceptable under
ERISA, and the actuarial assumptions used in connection with such
Employee Plan satisfy the requirements of Section 302 of ERISA except
as disclosed in a schedule in agreed form to the Agent.
	 
	 	(e)	 	The fair market value of the assets of each Employee Plan
subject to Title IV of ERISA (other than the Multiemployer Plans) are
at least equal to the present value of the greater of (a) accrued
benefits (both vested and non-vested) under such Employee Plan or (b)
“benefit liabilities” (within the meaning of Section 4001(a)(16) of
ERISA) under such Employee Plan, in each case as of the latest
actuarial valuation date for such Employee Plan (determined using the
actuarial assumptions and method used by the actuary to such Employee
Plan in its valuation of such Employee Plan as at such valuation
date).
	 
	 	(f)	 	No Employee Plan has incurred any “accumulated funding
deficiency” (as defined in Section 412 of the Code).
	 
	 	(g)	 	To the best knowledge of such Borrower there are no material
actions, suits or claims which are pending against an Employee Plan
of any such Borrower and any subsidiary of such Borrower (other than
routine claims for benefits) or, to the knowledge of any member of
the Group or any ERISA Affiliate, that could reasonably be expected
to be asserted successfully against any Employee Plan.
	 
	 	(h)	 	To the best knowledge of such Borrower no civil or criminal
action brought pursuant to the provisions of Title I, Subtitle B,
Part 5 of ERISA is pending or 



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	 	 	 	threatened against any fiduciary or any
Employee Plan of any such Borrower and the subsidiary of such
Borrower.
	 
	 	(i)	 	None of the Employee Plans of such Borrower nor any member of
the Group or any fiduciary thereof (in its capacity as such) has been
the direct or indirect subject of any audit, investigation or
examination of any governmental or quasi-governmental agency that
could reasonably be expected to have a Material Adverse Effect.
	 
	 	(j)	 	Each of the ERISA Affiliates has made all material
contributions to or under each such Employee Plan required by law
within the applicable time limits prescribed thereby, the terms of
such Employee Plan, or any contract or agreement requiring
contributions to an Employee Plan where failure to do so could
reasonably be expected to have a Material Adverse Effect.
	 
	 	(k)	 	No ERISA Affiliate has ceased operations at a facility so as to
become subject to the provisions of Section 4062(e) of ERISA,
withdrawn as a substantial employer so as to become subject to the
provisions of Section 4063 of ERISA or ceased making contributions to
any Employee Plan subject to Section 4064(a) of ERISA to which it (or
any Borrower or any subsidiary thereof) made contributions.
	 
	 	(l)	 	No ERISA Affiliate has incurred or caused to occur a “complete
withdrawal” (within the meaning of Section 4203 of ERISA) or a
“partial withdrawal” (within the meaning of Section 4205 of ERISA)
from any Multiemployer Plan that is an Employee Plan.
	 
	 	(m)	 	(Without regard to subsequent reduction or waiver of such
liability under Section 4207 or 4208 of ERISA) no ERISA Affiliate has
been a party to a transaction or agreement under which the provisions
of Section 4204 of ERISA were applicable.
	 
	 	(n)	 	No notice of intent to terminate an Employee Plan has been
filed, nor has any Employee Plan been terminated pursuant to the
provisions of Section 4041(c) of ERISA.
	 
	 	(o)	 	None of the ERISA Affiliates has incurred or reasonably expects
to incur any material liability to PBGC and the PBGC has not
instituted proceedings to terminate (or appoint a trustee to
administer) an Employee Plan and no event has occurred or condition
exists that might constitute grounds under the provisions of Section
4042 of ERISA for the termination of (or the appointment by PBGC of a
trustee to administer) any such Employee Plan.
	 
	 	(p)	 	No “Reportable Event”, as such term is defined in Section 4043
of ERISA, with respect to which requirement of notice has not been
waived by the PBGC, has occurred or is continuing with respect to any
Employee Plan.
	 
	 	(q)	 	No prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the US Code) has occurred with respect to
any Employee Plan of any Group member subject to Part 4 of Subtitle B
of Title I of ERISA.



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18.36  Margin Stock




		
	 	Neither such Borrower nor any of the consolidated subsidiaries of such
Borrower owns any Margin Stock, the proceeds of the borrowings made
hereunder will not be used, directly or indirectly, for the purpose of
purchasing or carrying any Margin Stock or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or
carry Margin Stock or for any other purpose which might constitute any of
the Revolving Facility or the Term Facility a “purpose credit” within the
meaning of Regulation U or Regulation X. Neither such Borrower nor any of
its consolidated subsidiaries of such Borrower or any agent acting in
their behalf has taken or will take any action which might cause this
Agreement or any of the documents or instruments delivered pursuant hereto
to violate any regulation of the Board of Governors of the Federal Reserve
System of the United States of America or to violate the US Securities
Exchange Act of 1934 or any applicable U.S. federal or state securities
laws.



18.37  The US Code




		
	 	The consummation of the transactions contemplated under the Finance
Documents, the Acquisition Documents and the Astound’s Acquisition
Agreement shall not result in the making of any payment by a US Group
Member that would not be deductible by a US Group Member or an ERISA
Affiliate because of the application of Section 280G of the US Code.



18.38  US Regulations




		
	 	To the best of Genesys S.A.’s and Vialog’s knowledge, no Borrower and no
member of the Group which is a Genesys S.A’s subsidiary and a Vialog
Corporation’s subsidiary as the case may be, is subject to regulation
under the United States of America Public Utility Holding Company Act of
1935, the United States of America Federal Power Act or the United States
of America Investment Company Act of 1940 or to any United States of
America federal or state statute or regulation limiting its ability to
incur indebtedness, no Borrower and no member of the Group which is a
Genesys S.A.’s subsidiary is an “investment company,” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment
company,” as such terms are defined in the US Investment Company Act of
1940, as amended (15 U.S.C. Articles 80a-1, et seq.) and none of the
transactions contemplated by the Finance Documents will violate such Act.



18.39  Claims against Vialog Corporation




		
	 	Genesys S.A. is not aware of any event, fact or circumstance which would
constitute a breach of warranty or misrepresentation or breach of contract
or other claim against Vialog Corporation which would likely constitute a
Material Adverse Effect if all references in the Acquisition Documents to
“so far as the vendor is aware” or similar were deleted.



18.40  Repetition of Representations




	 	(a)	 	The Repeated Representations shall be deemed to be repeated by
the relevant Obligor by reference and subject to the facts and
circumstances then existing on (i) the Closing Date, (ii) the date of
each Notice of Drawdown and each Selection Notice, (iii) the first
day of each Interest Period, (iv) each date on which an Advance is or
is to be made (or any Advance is rolled over), or its Term extended
and (v) the last day of each Financial Quarter of the Group.




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	 	(b)	 	Clause 18.17 (Information Memorandum) shall be deemed to be
made solely on the date of the Information Memorandum; and
	 
	 	(c)	 	the representations on Business Plan, Due Diligence Reports or
on the Original Financial Statements set out in Clause 18.12
(Reports) shall be deemed to be made solely on the Closing Date.









19.  FINANCIAL INFORMATION



19.1  Annual Statements




		
	 	Each Borrower shall as soon as the same become available, but in any event
within 120 days after the end of each of its financial years, deliver to
the Agent in sufficient copies (not to exceed 30 copies) for the Lenders
its audited social and financial statements and, in the case of Genesys
S.A., the consolidated financial statements of the Group for such
financial year, audited by an internationally recognised firm of
independent auditors licensed to practise in France or in the United
States of America, and the related auditor’s reports.




		
	 	Such audited financial statements of Genesys S.A. shall be accompanied by
a statement of Genesys S.A. showing a comparison of actual performance by
the Group with the performance in the previous year projected by the
budget for such period and (in respect of first two sets of accounts) the
Business Plan for such period.



19.2  Semi-Annual Statements




		
	 	Each Borrower shall as soon as the same become available, but in any event
within 90 days after the end of each half of each of its financial year,
deliver to the Agent in sufficient copies (not to exceed 30 copies) for
the Lenders its financial statements and, in the case of Genesys S.A., the
consolidated financial statements of the Group for such period.




		
	 	Such semi-annual statements shall be in a form reasonably acceptable to
the Agent and shall include a balance sheet, profit and loss account and
cash flow statement and, in the case of the consolidated semi-annual
statements of the Group:




	 	19.2.1	 	beginning in 2002, a comparison of actual performance by the Group
with the performance projected by the budget for such period which
comparison shall only begin in January 2002 and (in respect of
periods commencing within two years of the Closing Date) the Business
Plan for such period;
	 
	 	19.2.2	 	a rolling reforecast to the end of the current financial year; and
	 
	 	19.2.3	 	beginning in 2002, in respect of each six months period commencing
with the first half-year ending after 31 December 2001, a comparison
with the performance in the corresponding period of the previous
year.




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	19.3	 	Quarterly Statements
	 
	 	 	Each Borrower shall as soon as the same become available, but in any event
within 60 days after the end quarter of each of its financial years,
deliver to the Agent in sufficient copies (not to exceed 30 copies) for
the Lenders its financial statements and, in the case of Genesys S.A., the
consolidated financial statements of the Group for such period.
	 
	 	 	Such quarterly statements shall be in a form reasonably acceptable to the
Agent and shall include a balance sheet, profit and loss account and cash
flow statement and, in the case of the consolidated quarterly statements
of the Group:




	 	19.3.1	 	a comparison of actual performance by the Group with the
performance projected by the budget for such period and (in respect
of periods commencing within two years of the Closing Date) the
Business Plan for such period;
	 
	 	19.3.2	 	a rolling reforecast to the end of the current financial year; and
	 
	 	19.3.3	 	in respect of each Financial Quarter commencing with the first
Financial Quarter ending after the Closing Date, a comparison with
the performance in the corresponding period of the previous year.




	19.4	 	Monthly Management Statements
	 
	 	 	Genesys S.A. shall as soon as the same become available but in any event
within 40 days after the end of each month deliver to the Agent in
sufficient copies for the Lenders (not to exceed 30 copies) its
consolidated financial statements of the Group for such period consisting
of its monthly sales (chiffre d’affaires), gross margin (marge brute),
Capital Expenditure, EBIT, EBITDA and Cash, together with summary comments
and a comparison of actual performance by the Group with the performance
projected by the budget for such period and (starting for the year 2002)
with the performance in the corresponding calendar month of the previous
financial year.
	 
	19.5	 	Requirements as to Financial Statements
	 
	 	 	Each of the Borrowers shall ensure that each set of financial statements
delivered by it pursuant to this Clause 19 is certified by an Authorised
Signatory of such Borrower as giving a true and fair view of (in the case
of audited financial statements under French GAAP) or fairly presents (in
the case of financial statement audited under US GAAP and unaudited
financial statements) its financial condition (or in the case of Genesys
S.A., the consolidated financial condition of the Group) as at the end of
the period to which those financial statements relate and of the results
of its (or, as the case may be, the Group’s) operations during such
period.
	 
	19.6	 	Compliance Certificates
	 
	 	 	Each of the Borrowers shall ensure that each set of financial statements
delivered by it pursuant to Clause 19.1 (Annual Statements), Clause 19.2
(Semi-Annual Statements) and Clause 19.3 (Quarterly Statements) is
accompanied by a Compliance Certificate signed by its auditors (in the
case of a Compliance Certificate delivered with its annual financial
statements and semi-annual financial statements) or signed by two
Directors of each



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	 	 	Borrower (in the case of a Compliance Certificate delivered with its
quarterly financial statements).
	 
	19.7	 	Budget
	 
	 	 	The Borrowers shall, not later than 31 of January of any financial year,
deliver to the Agent in sufficient copies (not to exceed 30 copies) for
the Lenders the Budget and an annual budget (in a form agreed with the
Agent) prepared by reference to each Financial Quarter in respect of such
financial year of the Group including:




	 	19.7.1	 	projected annual profit and loss accounts (including projected
turnover and operating costs) for and projected balance sheets and
cash flow statements on a quarterly basis for such financial year on
a consolidated basis for the Group;
	 
	 	19.7.2	 	a qualitative analysis and commentary from the management on its
proposed activities for such financial year.




	 	 	The Borrowers shall provide the Agent with details of any material changes
in the projections delivered under this Clause 19.7 within 10 days after
such change is made.
	 
	19.8	 	Other Financial Information
	 
	 	 	Each Borrower shall from time to time on the request of the Agent, furnish
the Agent with such information about the business, condition (financial
or otherwise), operations, performance, properties or prospects of the
Group as the Agent or any Lender (through the Agent) may reasonably
require.
	 
	19.9	 	Accounting Policies
	 
	 	 	Each Borrower shall ensure that each set of financial statements delivered
pursuant to this Clause 19 is prepared using accounting policies,
practices, procedures and reference period substantially consistent with
those applied in the preparation of the Original Financial Statements
(with normal period end adjustments for monthly and quarterly accounts)
(the “Reference Financial Statements”) unless, in relation to any such set
of financial statements, the relevant Borrower notifies the Agent that
there have been one or more material changes in any such accounting
policies, practices, procedures or reference period and the auditors of
such Borrower provide:




	 	19.9.1	 	a description of the changes and the material adjustments which
would be required to be made to those financial statements in order
to cause them to use the accounting policies, practices, procedures
and reference period upon which the Reference Financial Statements
were prepared; and
	 
	 	19.9.2	 	sufficient information, in such detail and format as may be
reasonably required by the Agent, to enable the Lenders to make an
accurate comparison between the financial position indicated by those
financial statements and the Reference Financial Statements.




	 	 	If there has been a material change in accounting policies, practices,
procedures or reference period and the description and information
required by this Clause 19.9 have been provided by the auditors in
connection with such material change and any




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	 	 	amendments have been agreed pursuant to Clause 19.10 (Material Change in
Accounting Policies) in connection with such material change, then such
material change shall become part of the normal accounting policies,
practices, procedures and reference period as if it were used in the
preparation of the Reference Financial Statements.
	 
	19.10	 	Material change in Accounting Policies
	 
	 	 	If there has been one or more such material changes in any accounting
policies, practices or procedures or reference period:




	 	19.10.1	 	the Agent and the applicable Borrower(s) shall (in consultation
with the auditors of such Borrower(s)), at the Agent’s request,
negotiate in good faith with a view to agreeing such amendments to
the financial covenants in Clause 21 (Financial Condition) the term
margin ratchet in Clause 5.3 (Term Margin Ratchet) and the revolving
margin ratchet in Clause 7.3 (Revolving Margin Ratchet) and/or in
each case, the definitions used therein as may be necessary to grant
to the Lenders protection comparable to that granted on the date
hereof, and any amendments as agreed will have effect on the date
agreed between the Agent and such Borrower(s); and
	 
	 	19.10.2	 	if no such agreement is reached within 30 days of the Agent’s
request, the Agent shall (if so requested by the Majority Lenders)
instruct the auditors of the applicable Borrower or independent
accountants (approved by such Borrower or, in the absence of such
approval within 5 days of request by the Agent therefor, a firm with
recognised expertise) to determine any amendment to Clause 21
(Financial Condition) which those auditors or, as the case may be,
accountants (acting as experts and not arbitrators) consider
appropriate to grant to the Lenders protection comparable to that
granted on the date hereof, which amendments shall take effect when
so determined by those auditors, or as the case may be, accountants.
Where such auditors or accountants are instructed hereunder, the cost
and expense of those auditors or accountants shall be for the account
of the applicable Borrower.




	19.11	 	Annual Presentation
	 
	 	 	Once in every financial year of Genesys S.A., at least one executive
director of Genesys S.A. will give a single presentation to the Lenders,
at a time and venue agreed with the Agent, about the business and
financial performance of the Group and such other related matters as any
of the Lenders may reasonably request with a prior notice of 10 Business
Days.
	 





        	20.	 	OTHER INFORMATION
	 
	20.1	 	Information as to Guarantors
	 
	 	 	Genesys S.A. shall from time to time, at the request of the Agent, furnish
the Agent with a report issued by its auditors stating which of its
subsidiaries are Material Subsidiaries.


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	20.2	 	Shareholder Information
	 
	 	 	Each of the Borrowers shall, as soon as reasonably practicable, after the
same are supplied or made available, furnish the Agent with such general
information as is required by law to be supplied or made available to all
of its shareholders (in their capacity as such).
	 
	20.3	 	Auditors
	 
	 	 	Each of the Borrowers shall at the request of the Agent require and
authorise its Auditors to discuss with the Agent the information and other
matters related to or arising out of the annual audit of the Group by the
Auditors.
	 
	20.4	 	Litigation and Environmental Claims
	 
	 	 	Each of the Borrowers shall advise the Agent forthwith of the details of:




	 	20.4.1	 	each litigation, arbitration or administrative proceeding pending
or threatened against it or any or its consolidated subsidiaries
which may result in its liability or in liability of such subsidiary
in an amount in excess of USD 200,000 (or its equivalent); and
	 
	 	20.4.2	 	each Environmental Claim which may involve liability or expenditure
in excess of USD 200,000.




	20.5	 	Shareholders of Genesys S.A.
	 
	 	 	Genesys S.A. shall promptly inform the Agent in writing upon any transfer
of any of the shares of Genesys S.A. of which it is aware representing at
least 5% of the share capital of Genesys S.A. or any change of control of
such a portion of the share capital of Genesys S.A. of which it is aware
and such notice shall include details of the previous owner or controller
and the new owner or controller and the number and type of shares
affected.




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	20.6	 	Information Undertakings
	 
	 	 	The Borrowers shall procure that any notices required to be delivered to
the Agent under Clause 22 (Undertakings) are delivered in accordance with
such Clause.
	 





        	21.	 	FINANCIAL CONDITION
	 
	21.1	 	Financial Condition
	 
	 	 	Genesys S.A. shall ensure that the financial condition of the Group shall
be such that:



	 	21.1.1	 	Cash Cover: Cash Cover for each Relevant Period specified in column
1 below shall not be less than the ratio set out in column 2 below
opposite such Relevant Period.




	 	 	 	 	 
	Column 1	 	Column 2
	Relevant Period ending	 	Ratio
	31 December 2001
	 	 	1.0	 
	31 March 2002
	 	 	1.0	 
	30 June 2002
	 	 	1.0	 
	30 September 2002
	 	 	1.1	 
	31 December 2002
	 	 	1.2	 
	31 March 2003
	 	 	1.2	 
	30 June 2003
	 	 	1.2	 
	30 September 2003
	 	 	1.2	 
	31 December 2003
	 	 	1.3	 
	31 March 2004
	 	 	1.3	 
	30 June 2004
	 	 	1.3	 
	30 September 2004
	 	 	1.3	 
	31 December 2004
	 	 	1.3	 
	31 March 2005
	 	 	1.3	 
	30 June 2005
	 	 	1.3	 
	30 September 2005
	 	 	1.3	 
	31 December 2005
	 	 	1.3	 
	31 March 2006
	 	 	1.3	 
	30 June 2006
	 	 	1.3	 




	 	 	 	“Cash Cover” means, in relation to any Relevant Period, the ratio
of Consolidated Cash Flow to Consolidated Debt Service for such
Relevant Period.




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	 	21.1.2	 	Interest Cover: Interest Cover for each Relevant Period specified
in Column 1 below shall not be less than the ratio set out in Column
2 below opposite each Relevant Period.




	 	 	 	 	 
	Column 1	 	Column 2
	Relevant Period ending	 	Ratio
	31 December 2001
	 	 	3.0	 
	31 March 2002
	 	 	3.1	 
	30 June 2002
	 	 	3.2	 
	30 September 2002
	 	 	3.2	 
	31 December 2002
	 	 	3.5	 
	31 March 2003
	 	 	3.8	 
	30 June 2003
	 	 	4.2	 
	30 September 2003
	 	 	4.2	 
	31 December 2003
	 	 	5.0	 
	31 March 2004
	 	 	5.0	 
	30 June 2004
	 	 	5.0	 
	30 September 2004
	 	 	5.0	 
	31 December 2004
	 	 	5.0	 
	31 March 2005
	 	 	5.0	 
	30 June 2005
	 	 	5.0	 
	30 September 2005
	 	 	5.0	 
	31 December 2005
	 	 	5.0	 
	31 March 2006
	 	 	5.0	 
	30 June 2006
	 	 	5.0	 




	 	 	 	“Interest Cover” means, in relation to any Relevant Period, the
ratio of Consolidated EBITDA to Consolidated Net Interest Expense
for such Relevant Period.
	 
	 	21.1.3	 	Leverage: The ratio of outstanding Consolidated Net Indebtedness to
Consolidated EBITDA for each Relevant Period specified in column 1
below shall not exceed the ratio set out in column 2 below opposite
such Relevant Period.




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	Column 1	 	Column 2
	Relevant Period ending	 	Ratio
	31 December 2001 (Provided that such ratio for
this Relevant Period should be calculated as
follows: Consolidated Net Indebtedness to
	 	 	 	 
	(Consolidated EBITDA/ 9 x 12)
	 	 	3.1	 
	31 March 2002
	 	 	2.8	 
	30 June 2002
	 	 	2.5	 
	30 September 2002
	 	 	2.5	 
	31 December 2002
	 	 	2.0	 
	31 March 2003
	 	 	1.8	 
	30 June 2003
	 	 	1.7	 
	30 September 2003
	 	 	1.7	 
	31 December 2003
	 	 	1.5	 
	31 March 2004
	 	 	1.5	 
	30 June 2004
	 	 	1.5	 
	30 September 2004
	 	 	1.5	 
	31 December 2004
	 	 	1.5	 
	31 March 2005
	 	 	1.5	 
	30 June 2005
	 	 	1.5	 
	30 September 2005
	 	 	1.5	 
	31 December 2005
	 	 	1.5	 
	31 March 2006
	 	 	1.5	 
	30 June 2006
	 	 	1.5	 




	 	21.1.4	 	Capital Expenditures: The Group shall not in any financial year
incur Capital Expenditures in excess of the amounts set out below:




	 	 	 	 	 
	Column 1	 	 	 	 
	Relevant Period	 	Column 2
	(at year end)	 	(in million)
	2001
	 	 	14.6	 
	2002
	 	 	23.6	 
	2003
	 	 	32.9	 
	2004
	 	 	36.2	 



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	Column 1	 	 	 	 
	Relevant Period	 	Column 2
	(at year end)	 	(in million)
	2005
	 	 	42.5	 
	2006
	 	 	46.7	 




	 	 	 	provided that, to the extent that in any financial year the
amount spent in making Capital Expenditures on assets is less than
the maximum expenditure limit agreed for such period, 50% of such
shortfall (the “Shortfall”) may be carried forward for the
following financial year only and added to the maximum expenditure
limits specified above in respect of such following financial year
but provided further that if such Shortfall is not spent within
such following financial year it shall cease to be available.
	 
	 	 	 	For the purposes of determining whether the Shortfall has been
spent in such following financial year, it will be presumed that
such Shortfall is spent after all of the other Capital Expenditures
permitted to be spent in such following financial year have been
spent.
	 
	 	 	 	For the purposes of determining the thresholds set out above, the
amount spent in Capital Expenditures shall not include any
Reinvested Amount (as defined in Clause 12.1 under the definition
of Net Disposal Amount).




	21.2	 	Financial Testing
	 
	 	 	The financial covenants set out in Clause 21 (Financial Condition) shall
be tested first on 31 December 2001 and then on a quarterly basis by
reference to each of the financial statements and/or each Compliance
Certificate delivered pursuant to Clause 19 (Financial Information).
	 
	21.3	 	Auditor’s Verification
	 
	 	 	The Agent may, at any time if it has reasonable grounds for believing that
the figures prepared by the Borrowers are materially incorrect, materially
inaccurate or materially incomplete require the auditors of the Group to
verify the figures supplied by the Borrowers in connection with:




	 	21.3.1	 	the financial conditions set out in Clause 21.1 (Financial
Condition) ;or
	 
	 	21.3.2	 	the financial conditions to be satisfied in order to permit a
reduction in margin in accordance with Clause 5.3 (Term Margin
Ratchet) or Clause 7.3 (Revolving Margin Ratchet).




	 	 	provided that the expenses related to such verification by the auditors of
the Group shall be borne by Genesys S.A. if (i) it is the first such
verification by the auditors in the financial year of Genesys S.A., or
(ii) the auditors determine that the figures prepared by the Borrower were
materially incorrect, materially inaccurate or materially incomplete and
by the Lenders otherwise.




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	 	 	The Agent may, in accordance with this Clause 21.3, request verification
of any figure or calculation made in a Compliance Certificate delivered
under Clause 20 (Other Information) and/or any figure contained in the
financial statements delivered under Clause 19 (Financial Information)
which is relevant to the calculation of the financial conditions referred
to above.
	 
	 	 	If such auditors fail to verify such figures to the reasonable
satisfaction of the Agent after being requested to do so, the Agent on
behalf of the Majority Lenders may appoint an independent firm of
accountants to carry out an appropriate investigation and give a
certificate in a form and content reasonably satisfactory to the Agent
certifying or verifying the relevant figures and satisfaction of the above
financial conditions shall be determined by reference to the figures so
verified or certified even if the audited or management accounts for the
same date or period have not yet been published. The expenses related to
such verification shall be borne as provided above.
	 
	21.4	 	Accounting Terms
	 
	 	 	All accounting expressions, to the extent that not otherwise defined
herein, shall be construed in accordance with generally accepted
accounting principles in France or in the United States of America.
	 





        	22.	 	UNDERTAKINGS
	 
	 	 	The undertakings in this clause 22 remain in force from the date of this
Agreement as long as any amount is outstanding under any Finance
Documents.
	 
	22.1	 	Maintenance of Legal Validity and Legal Status
	 
	 	 	Each of the Borrowers shall and shall procure that each Obligor which is
its subsidiary shall, do all such things as are necessary to maintain its
existence as a legal person and obtain, comply, in all material respects,
with the terms of and do all that is necessary to maintain in full force
and effect all authorisations, approvals, licences, consents and
exemptions required in or by the laws of France and the laws of the United
States of America, to enable it lawfully to enter into and perform its
obligations under the Finance Documents to which it is expressed to be a
party and to ensure the legality, validity, enforceability or
admissibility in evidence in France of the Finance Documents and, on
request of the Agent, supply a copy (certified by an Authorised Signatory
of the relevant Obligor as true, complete and up to date) of any such
authorisations, approvals, licences, consents and exemptions.
	 
	22.2	 	Insurance



	 	22.2.1	 	Each of the Borrowers shall and shall procure that each of its
Material Subsidiaries shall, effect and maintain insurances on and in
relation to its business and assets with reputable underwriters or
insurance companies against such risks and to such extent as is usual
for prudent companies carrying on a business such as that carried on
by such member of the Group (including, but not limited to, loss of
earnings, business interruption, directors and officers liability
cover).




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	 	22.2.2	 	 Without prejudice to sub-clause 22.2.1, each of the Borrowers
shall, and shall procure that each of its Material Subsidiaries
shall, effect and maintain insurances on and in relation to its
business and assets against such risks and at such levels or such
higher levels as are normally maintained by persons carrying on the
same business as that carried on by such Group member.
	 
	 	22.2.3	 	Each of the Borrowers (if so requested in writing) shall, and shall
procure that each of its Material Subsidiaries shall, supply the
Agent with a copy of all such insurance policies or certificates of
insurance in respect thereof or (in the absence of the same) such
other evidence of the existence of such policies as may be reasonably
acceptable to the Agent. Each of the Borrowers shall ensure the
interest of the Security Agent is noted on such policies which are
asset insurance policies within 60 days of the date hereof and that
the Security Agent be named as loss payee. The Agent shall not be
liable for any omissions or inaccuracy in such insurance policies or
certificate.




	22.3	 	Environmental Matters




	 	22.3.1	 	Each of the Borrowers shall, and shall procure that each of its
Material Subsidiaries shall, comply in all material respects with all
Environmental Law and obtain and maintain any Environmental Permits
and take all reasonable steps in anticipation of known or expected
future material changes to or obligations under the same, breach of
which (or failure to obtain, maintain or take which) could reasonably
be expected to have a Material Adverse Effect.
	 
	 	22.3.2	 	Each of the Borrowers shall, and shall procure that each of its
Material Subsidiaries shall, inform the Agent in writing as soon as
reasonably practicable upon becoming aware of the same if any
Environmental Claim has been commenced or (to the best of its
knowledge and belief) is threatened against it in any case where such
claim would be reasonably likely to have a Material Adverse Effect or
of any facts or circumstances which will or are reasonably likely to
result in any Environmental Claim being commenced or threatened
against it in any case where such claim could reasonably be expected
to have a Material Adverse Effect.




	22.4	 	Notification of Events of Default
	 
	 	 	Each of the Borrowers shall, and shall procure that each of its
consolidated subsidiaries shall, inform the Agent of the occurrence of any
Event of Default or Potential Event of Default and, upon receipt of a
written request to that effect from the Agent, confirm to the Agent that,
save as previously notified to the Agent or as notified in such
confirmation, no Event of Default or Potential Event of Default has
occurred.
	 
	22.5	 	Claims Pari Passu
	 
	 	 	Each of the Borrowers shall ensure that at all times the claims of the
Finance Parties against it or any of its subsidiaries under the Finance
Documents rank at least pari passu with the claims of all its other
unsecured and unsubordinated creditors save those whose claims are
preferred by any bankruptcy, insolvency, liquidation or other similar laws
of general application.




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	22.6	 	Consents and Approvals
	 
	 	 	Each of the Borrowers shall, and shall procure that each of its Material
Subsidiaries shall, comply in all material respects with all applicable
laws, rules, regulations and orders and obtain and maintain all
governmental and regulatory consents, licences, authorisations, including,
inter alia, any stock exchange regulations in France and in the United
States of America, and approvals the failure to comply with which or the
failure to obtain and maintain which could be reasonably be expected to
have a Material Adverse Effect.
	 
	22.7	 	Conduct of Business
	 
	 	 	Each of the Borrowers shall, and shall procure that each of its Material
Subsidiaries shall, ensure that it has the right and is duly qualified to
conduct its business as it is conducted from time to time in all
applicable jurisdictions and does all things necessary to obtain, preserve
and keep in full force and effect all rights including, without
limitation, all franchises, contracts, licences, consents and other rights
which are necessary for the conduct of its business.
	 
	22.8	 	Tax




	 	22.8.1	 	Each of the Borrowers shall, and shall procure that each of its
Material Subsidiary shall, duly and punctually pay and discharge (a)
all taxes, assessments and governmental charges imposed upon it or
its assets within the time period allowed therefore without imposing
penalties and without resulting in an Encumbrance with priority to
any Lender or any security purported to be granted by or created
pursuant to the Security Documents (save to the extent payment
thereof is being contested in good faith by the applicable Borrower
or its consolidated subsidiary and adequate reserves are being
maintained for those taxes and where payment thereof can lawfully be
withheld and would not result in an Encumbrance with priority to the
security created or evidenced by the Security Documents) and (b) all
lawful claims which, if unpaid, would by law become Encumbrances upon
its assets.
	 
	 	22.8.2	 	Without the prior written consent of the Majority Lenders which
shall not be unreasonably withheld, none of the Borrowers nor their
consolidated subsidiaries shall change (i) its place of residence for
tax purposes (except for Vialog Corporation from Massachusetts to
Delaware), (ii) its tax structure or (iii) the tax structure of the
Group, unless such changes have no adverse effect on the Lenders.




	22.9	 	Preservation of Assets
	 
	 	 	Each of the Borrowers shall, and shall procure that each of its Material
Subsidiaries shall, use reasonable commercial efforts to maintain and
preserve all of its assets that are necessary in the conduct of its
business as conducted at the date hereof in good working order and
condition, ordinary wear and tear excepted.



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	22.10	 	Security




	 	22.10.1	 	Each of the Borrowers shall, and shall procure that each of its
Material Subsidiaries shall, at its own expense, take all such action
as the Agent or the Security Agent may require for the purpose of
perfecting or protecting the Agent’s or Security Agent’s rights under
and preserving the security interests intended to be created or
evidenced by any of the Finance Documents and following the making of
any declaration pursuant to Clause 23.22 (Acceleration and
Cancellation) or 23.23 (Advances Due on Demand) for facilitating the
realisation of any such security or any part thereof.
	 
	 	22.10.2	 	Each of the Borrowers shall, and shall procure that each of its
Material Subsidiaries shall, to the extent legally possible and as
required by the Agent (acting on the instructions of the Majority
Lenders) from time to time, (a) promptly create or procure the
creation of security over the shares of any of its Material
Subsidiaries in favour of the Finance Parties to secure all or any of
the obligations of each of the Borrowers under the Finance Documents,
(b) procure the compliance with this Agreement of any Group member.




	22.11	 	Pensions




	 	22.11.1	 	Each of the Borrowers shall, and shall procure that each of its
Material Subsidiary shall, ensure that all pension schemes are fully
funded based on reasonable actuarial assumptions and recommendations
and as required by law.
	 
	 	22.11.2	 	Each of the Borrowers shall deliver to the Agent at intervals of
no more than three calendar years, and in any event at such time as
those reports are prepared in order to comply with the then current
statutory or auditing requirements, actuarial reports in relation to
the pension schemes for the time being operated by or maintained for
the benefit of such Borrower and any of its consolidated subsidiaries
and/or any of its employees.




	22.12	 	Access
	 
	 	 	Genesys S.A. shall procure that any one or more representatives, agents
and advisers of the Agent and/or any of the Lenders will be allowed to
have access to the assets, books, records and premises of Genesys S.A. and
each of its consolidated subsidiaries and to inspect the same during
normal business hours, subject to reasonable prior notice.
	 
	22.13	 	Intellectual Property




	 	22.13.1	 	 Each of the Borrowers shall, and shall procure that each of its
Material Subsidiaries shall:





	 	(a)	 	having given due consideration to the cost and
benefit thereof and do all acts as are reasonably practicable
to maintain, protect and safeguard the Intellectual Property
material for the business of the relevant Material Subsidiary
and not terminate or discontinue the use of any such
Intellectual Property which is material to its ongoing
business;



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	 	(b)	 	use all reasonable endeavours to police against
and detect any material infringement of, or detect any
material challenge to, any of the Intellectual Property
material for the business of the relevant Material Subsidiary
and, immediately after becoming aware of any material
infringement thereof or material challenge thereto, inform the
Agent thereof and, to the extent reasonably necessary in the
context of the applicable Material Subsidiary ‘s business take
such steps as the Agent may from time to time reasonably
direct in relation to such material infringement or material
challenge including any steps in relation to the settlement of
any legal proceedings brought or defended in relation thereto.
Subject always, in the case of any material infringement or
material challenge, to any directions given by the Agent, the
relevant Material Subsidiary shall not be precluded from
taking such steps as it shall consider necessary or desirable
in relation to any material infringement of or material
challenge to any of such Intellectual Property;
	 
	 	(c)	 	observe and comply in all material respects with
all material obligations and laws to which it in its capacity
as registered proprietor, beneficial owner, user, licensor or
licensee of the Intellectual Property or any part thereof is
subject where failure to do so could reasonably be expected to
have a Material Adverse Effect; and
	 
	 	(d)	 	pay all fees necessary to maintain, protect and
safeguard the Intellectual Property (as it is owned or
licensed by a Material Subsidiary) which is material for the
business of the relevant Material Subsidiary and the
registrations reasonably necessary or desirable to be made in
connection therewith before the latest time provided for
payment thereof and not permit any registration of such
property to terminate, be abandoned, cancelled, lapse or be
liable to any claim of abandonment. Promptly upon request by
the Agent for the same, Genesys S.A. will deliver or will
procure delivery to the Agent of, a receipt for such fees or
other evidence of the payment thereof.





	 	22.13.2	 	Each of the Borrowers shall not, and shall procure that each of
its Material Subsidiaries shall not:





	 	(a)	 	use or allow to be used, or take any step or omit
to take any step in respect of any of the Intellectual
Property, in any way which could reasonably be expected to
materially and adversely affect the existence or value thereof
or imperil the right of any of its Material Subsidiaries to
use any such property which is material to its ongoing
business;
	 
	 	(b)	 	without the prior written consent of the Agent,
which shall not be unreasonably withheld dispose of or
transfer or terminate or enter into any contract or licence in
respect of Intellectual Property, other than (i) any licensing
arrangements between each of the Borrowers or amongst it
and/or its consolidated subsidiaries and (ii) the entering
into such



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	 	 	 	contracts or licences in the ordinary course of business where this
would not have a material adverse effect on the value of the
Intellectual Property.




	 	22.14	 	Negative Pledge
	 
	 	 	 	None of the Borrowers shall, and each of the Borrowers will procure that
none of its Material Subsidiaries shall, without the prior written consent
of the Majority Lenders, which shall not be unreasonably withheld create
or permit to subsist any Encumbrance over all or any of its assets other
than a Permitted Encumbrance.
	 
	 	22.15	 	Loans and Guarantees
	 
	 	 	 	None of the Borrowers shall, and each of the Borrowers will procure that
none of its consolidated subsidiaries shall, without the prior written
consent of the Majority Lenders, which shall not be unreasonably withheld
make any loans, grant any credit or other financial accommodation or give
any guarantee or indemnity (except as permitted or required by the Finance
Documents) to or for the benefit of any person or otherwise voluntarily
assume any liability, whether actual or contingent, in respect of any
obligation of any other person except:




	 	22.15.1	 	trade credit or indemnities granted in the ordinary course of
trading and upon terms usual for such trade; or
	 
	 	22.15.2	 	Permitted Transactions; or
	 
	 	22.15.3	 	loans to or guarantees of liabilities of employees or directors of
any Borrower or its consolidated subsidiaries not exceeding USD
500,000 in aggregate at any time; or
	 
	 	22.15.4	 	Intra-Group Loan Agreements.




	 	22.16	 	Financial Indebtedness
	 
	 	 	 	None of the Borrowers shall, and each of the Borrowers will procure that
none of its consolidated subsidiary shall, incur, create or permit to
subsist or have outstanding any Financial Indebtedness or enter into any
agreement or arrangement whereby it is entitled to incur, create or permit
to subsist any Financial Indebtedness other than, in either case,
Permitted Financial Indebtedness.
	 
	 	22.17	 	Disposals
	 
	 	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its consolidated subsidiaries shall, without the prior written
consent of the Majority Lenders, which shall not be unreasonably withheld
sell, lease, transfer or otherwise dispose of, by one or more transactions
or series of transactions (whether related or not), the whole or any part
of its revenues or its assets or its business or undertakings other than
Permitted Disposals.
	 
	 	22.18	 	Mergers
	 
	 	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its consolidated subsidiaries shall, merge or consolidate with any
person other than with its




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	 	 	 	wholly-owned subsidiaries, enter into any demerger transaction or
participate in any other type of corporate reconstruction except for the
acquisitions permitted under Clause 22.19 (Acquisitions).
	 
	 	22.19	 	Acquisitions
	 
	 	 	 	Other than the Permitted Transactions, the Acquisition and the Astound’s
Acquisition no Obligor shall, and each Obligor shall procure that no
member of the Group shall:




	 	22.19.1	 	purchase, subscribe for or otherwise acquire any shares (or other
securities or any interest therein) in, or incorporate, any other
company or agree to do any of the foregoing; or
	 
	 	22.19.2	 	purchase or otherwise acquire any assets (other than in the
ordinary course of business) or (without limitation to any of the
foregoing) acquire any business or interest therein or agree to do
so; or
	 
	 	22.19.3	 	form, or enter into, any partnership, consortium, joint venture or
other like arrangement or agree to do so.
	 
	 	 	 	Notwithstanding sub-paragraphs 22.19.1 to 22.19.3 above each of the
Borrowers may carry out any of the transactions contemplated if the
following conditions are satisfied:





	 	(i)	 	any contemplated purchase (or similar
transaction) is disclosed to the Agent by a twenty Business
Days prior written notice before the signing date of the
acquisition document;
	 
	 	(ii)	 	any contemplated purchase (or similar
transaction) will be funded (i) in the case of Genesys S.A.,
by a capital increase, or (ii) in the case of a subsidiary of
Genesys S.A., by a capital increase subscribed by a third
party or by way of a share exchange;
	 
	 	(iii)	 	the target company has had a positive EBITDA
for at least two years (except for any acquisition of a
minority interest in a corporation not exceeding 33% and in
that case with an expressed undertaking that under no
circumstances will Genesys S.A. or any of its subsidiaries
support the target company with cash or any other asset
injection);
	 
	 	(iv)	 	no contingent liabilities are provided for or
derived from the contemplated purchase (or similar
transaction) except for an amount equal to the aggregate of
(x) USD 250,000 and (y) the Financial Indebtedness of the
target company and provided that the liabilities covered by
guarantees or indemnities given in connection with the
acquisition shall not be taken into account;
	 
	 	(v)	 	any contemplated purchase (or similar
transaction) will be subject to a satisfactory and complete
due diligence by one or several reputable firms;



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	 	(vi)	 	such contemplated purchase (or similar
transaction) is related to the corporate purpose (objet
social) of such Borrower; and
	 
	 	(vii)	 	Genesys S.A. will, after such acquisition, own
or control, directly or indirectly, less than one-third or
more than 95% of the share capital or voting rights of the
target company.




	22.20	 	Dividends and Distributions




	 	22.20.1	 	None of the Borrowers shall, and each of the Borrowers shall
procure that none of its consolidated subsidiaries shall, pay, make
or declare any dividend, return on capital, repayment of capital
contributions or other distribution (whether in cash or in kind) or
make any distribution of assets or other payment whatsoever in
respect of share capital whether directly or indirectly save for
Permitted Transactions.
	 
	 	22.20.2	 	None of the Borrowers shall, and each of the Borrowers shall
procure that none of its consolidated subsidiaries shall, pay any
interest or return on principal or repayment of principal or other
distribution (in cash or in kind) or make any distribution of assets
or other payment whatsoever in respect of any loan notes or loan
capital whether directly or indirectly save for Permitted
Transactions.




	22.21	 	Share Capital
	 
	 	 	Save for any obligation under the Acquisition Agreement, the Astound’s
Acquisition Agreement, plans or employee stock options or other similar
program and for the acquisitions permitted under Clause 22.19
(Acquisitions), none of the Borrowers shall, and each of the Borrowers
shall procure that none of its Material subsidiaries shall, issue or
redeem or repurchase, purchase, defease or retire any shares or grant any
person the right (whether conditional or unconditional) to call for the
issue or allotment of any share of Genesys S.A. or any of its consolidated
subsidiaries (including an option or right of pre-emption or conversion)
or any other equity investments, howsoever called, or alter any rights
attaching to its issued shares (including ordinary and preference shares)
other than:




	 	(a)	 	any issue of shares by a Borrower (other than Genesys S.A.) to
another wholly-owned subsidiary of such Borrower; and
	 
	 	(b)	 	the redemption, repurchase, defeasance or retirement by or
purchase by a consolidated subsidiary of such Borrower of shares or
share capital owned by such Borrower.




	22.22	 	Amendments
	 
	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its consolidated subsidiaries shall, amend, vary, novate,
supplement or terminate any of the Acquisition Documents, the
constitutional documents or any other document delivered to the Agent
pursuant to Clauses 2.3 (Conditions Precedent) or 35.2 (Request for
Additional Guarantor) or waive any right thereunder in any manner
whatsoever which is likely to have a Material Adverse Effect.



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	22.23	 	Change of Business
	 
	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its consolidated subsidiaries shall carry on any business which is
unrelated to the general nature of the business of the Group as carried on
at the date hereof.
	 
	22.24	 	Fees and Commissions
	 
	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its consolidated subsidiaries shall, other than as required or
permitted hereunder, pay any fees or commissions to any person other than
any fees payable on arm’s length terms to third parties who have rendered
service or advice to such consolidated subsidiary required by such
consolidated subsidiary in the ordinary course of business.
	 
	22.25	 	Arm’s Length Basis
	 
	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its consolidated subsidiaries shall, enter into any arrangement or
contract with any of its affiliates or any of its consolidated
subsidiaries save where:




	 	22.25.1	 	each party to the arrangement is a Borrower; or
	 
	 	22.25.2	 	in any other case:





	 	(a)	 	such arrangement or contract is entered into on
an arm’s length basis and is fair and equitable to such
Borrower or its consolidated subsidiary; and
	 
	 	(b)	 	if so requested by the Agent the benefit of such
arrangement is charged as security for amounts owing hereunder
(to the extent legally possible); and
	 
	 	(c)	 	if so requested by the Agent, claims in respect
of such arrangements are subordinated to the claims of the
Finance Parties under the Finance Documents (to the extent
legally possible).




	 	 	For the purposes of this Clause 22.26 “affiliate” of the specified person
means any other person directly or indirectly controlling or controlled by
or under common control with such specified person or which is a director,
officer or partner (limited or general) of such specified person and for
this purpose “control”, has the meaning given in article L.233-3 of the
French Code de commerce.
	 
	22.26	 	Treasury Transactions
	 
	 	 	None of the Borrowers shall, and each of the Borrowers shall procure that
none of its Material Subsidiary shall, enter into any Treasury Transaction
which is not a Permitted Treasury Transaction.
	 
	22.27	 	Joint Ventures
	 
	 	 	Unless permitted under Clause 22.19 (Acquisitions), none of the Borrowers
shall, and each of the Borrowers shall procure that none of its Material
Subsidiaries shall, enter into or acquire or subscribe (or agree to enter
into or acquire or subscribe) for any shares,




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	 	 	stocks, securities or other interest in or transfer of any assets to or
lend to or guarantee or give security for the obligations of any Joint
Ventures.
	 
	22.28	 	Acquisition of Vialog Corporation




	 	22.28.1	 	Genesys S.A. shall and shall procure that each other Obligor shall:





	 	(a)	 	in relation to the Acquisition, comply in all
material respects with all relevant laws and all requirements
of relevant regulatory authorities;
	 
	 	(b)	 	at the request of the Agent, provide the Agent
with any material information in the possession of the Group
relating to the Acquisition as the Agent may reasonably
request;
	 
	 	(c)	 	use reasonable endeavours to ensure that no
publicity material, press releases or other public documents
in relation to the Acquisition (other than those required by
law or regulation) are published or released by or on behalf
of it, or their advisers which refer to any of the Agent, the
Arrangers, the Security Agent, the Lenders, this Agreement or
the Facilities unless such reference and the context in which
it appears have previously been approved by the Agent and the
Arrangers (such approval not to be unreasonably withheld or
delayed); and
	 
	 	(d)	 	not withhold its consent to any reasonable
request by the Arrangers or Agent to publicise the Facilities
and the involvement of the Arrangers, Agent, the Security
Agent, and the Lenders therein and the transactions
contemplated thereby after the Closing Date.




	22.29	 	Hedging
	 
	 	 	Each of the Borrowers shall, within 45 days of the Closing Date enter into
hedging arrangements with an Hedge Counterparty in order to cap its total
interest cost in respect of at least 50% of its Term Outstandings, for a
period of 3 years and shall provide to the Agent the main terms and
conditions of such hedging agreements.
	 
	22.30	 	Key-man Policy
	 
	 	 	Genesys S.A. shall ensure within 60 days of the Closing Date, it obtains
and maintains on terms approved by the Agent the Key-man Policy in the
name and in favour of Genesys S.A. and the Security Agent and ensure the
Security Agent’s security interests in such policy has been noted thereon
and procure the renewal or replacement of the Key-man Policy prior to its
expiry on terms acceptable to the Agent.
	 
	22.31	 	Subsidiaries
	 
	 	 	Genesys S.A. shall procure that any member of the Group which is a
Material Subsidiary is or shall, as soon as reasonably practicable after
becoming a Material Subsidiary become an Additional Guarantor in
accordance with Clause 35 (Changes to the Obligors) unless legal counsel
to the Agent has confirmed there is a legal impediment to such Material
Subsidiary becoming an Additional Guarantor.



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	22.32	 	Intra-Group Loans




	 	22.32.1	 	Each of the Borrowers will provide, within 30 days of the date
hereof a copy of each of the Intra-Group Loan Agreements to which it
or any of its consolidated subsidiaries is a party, which shall be in
a form satisfactory to the Agent. The Intra-Group Loan Agreements
must incorporate subordination clauses whereby the intra-group lender
will agree to be fully subordinated to the Lenders’ debt arising out
of this Agreement.
	 
	 	22.32.2	 	Each of the Borrowers will or will cause each of the intra-group
lenders to provide, within 30 days of the date hereof a written
commitment confirming the entering into and the binding effect of the
subordination arrangement referred to above.




	22.33	 	SEC Filings
	 
	 	 	Genesys S.A. shall procure that each US Group Member shall deliver to the
Agent promptly, and in any event within fifteen (15) days, upon the
issuance thereof, copies of all reports, if any, to or other documents
filed by any of Genesys S.A.’s consolidated subsidiaries Group member with
the Securities and Exchange Commission under the Securities Act of 1933 or
the Securities Exchange Act of 1934 (other than on Form S-8 or 8-A or
similar forms).
	 
	22.34	 	US Group Member Covenants
	 
	 	 	Genesys S.A. shall procure that each US Group Member shall and shall
procure that each ERISA Affiliate shall:




	 	(a)	 	as soon as practicable after the filing thereof with the
Internal Revenue Service of the United States of America, deliver to
the Agent copies of each Schedule B (Actuarial Information) to the
Annual Report (IRS Form 5500 Series) with respect to each applicable
Employee Plan;
	 
	 	(b)	 	promptly and in any event within ten days after it or any ERISA
Affiliate becomes aware that any ERISA Event (a) has occurred or (b)
will occur in the case of any ERISA Event that requires advance
notice under Section 4043(b)(3) of ERISA, deliver to the Agent a
statement of its chief financial officer or that of the ERISA
Affiliate describing such ERISA Event and the action, if any, that it
or such ERISA Affiliate proposes to take with respect thereto;
provided, however, that no such notice shall be required unless the
unfunded liability in connection with the ERISA Event would exceed
USD 100,000 (or its equivalent);
	 
	 	(c)	 	promptly and in any event within five business days after
receipt thereof by it or any ERISA Affiliate or any administrator of
an Employee Plan, deliver to the Agent copies of each notice from
PBGC stating its intention to terminate any Employee Plan or to have
a trustee appointed to administer any Employee Plan;
	 
	 	(d)	 	(except as disclosed pursuant to Clause 18.35 (ERISA)) ensure
that, during the term of this Agreement, neither it nor any ERISA
Affiliate shall agree to contribute, or assume any obligation to
contribute, to any Multiemployer Plan



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	 	 	 	that would give rise to any US Group Member of any ERISA Affiliate having
potential withdrawal liabilities in excess of USD 50,000;
	 
	 	(e)	 	pay and discharge when due any material liability imposed on it
pursuant to Title IV of ERISA other than premium payments to the
PBGC;
	 
	 	(f)	 	promptly upon becoming aware of any event or condition which
would in all reasonable likelihood constitute grounds for the
termination of (or the appointment by PBGC of a trustee to
administer) any Employee Plan pursuant to Section 4042 of ERISA,
deliver an explanation of such event or condition given by its chief
financial officer or the chief financial officer of the ERISA
Affiliate affected by such event or condition;
	 
	 	(g)	 	ensure that neither it nor any ERISA Affiliate shall adopt an
amendment to an Employee Plan requiring the provision of security
under Section 307 of ERISA or Section 401(a)(29) of the US Code;
	 
	 	(h)	 	ensure that no Employee Plan is terminated under Section 4041
of ERISA unless such termination would not be reasonably likely to
have a Material Adverse Effect;
	 
	 	(i)	 	provide notice to the Agent within 15 days if it obtains
knowledge of any potential withdrawal liability (whether determined
as to each such plan, or in the aggregate for all such plans
contributed to by any US Group Member and ERISA Affiliates) that
would exceed USD 100,000 with respect to Multiemployer Plans; and
	 
	 	(j)	 	provide notice within 15 days if the aggregate present value of
the liabilities of the defined benefit pension plans maintained by
all US Group Members and all ERISA Affiliates, determined on an
ongoing basis, exceeds the aggregate assets of all such plans by more
than USD 100,000.




	22.35	 	US Group Member Information
	 
	 	 	Each US Group Member shall deliver and Genesys S.A. shall procure delivery
to the Agent:
	 
	 	 	forthwith, and in any event within fifteen (15) Business Days after any US
Group Member obtains knowledge thereof, notice:




	 	(1)	 	of receipt by any US Group Member or any subsidiary thereof, or
any tenant or other occupant of any property owned, operated, leased
or occupied by a US Group Member or subsidiary thereof, of any claim,
complaint, charge or notice of a violation or potential violation of
any Environmental Law; involving a potential liability or claim in
excess of USD 100,000;
	 
	 	(2)	 	of the occurrence of a spill or other release of a Hazardous
Substance upon, under or about or affecting any of the properties
owned, operated, leased or occupied by a US Group Member or
subsidiary thereof, or Hazardous Substances at levels or in amounts
that may have to be reported, remedied or responded to under any
Environmental Law are detected on or in the soil or groundwater;




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	 	(3)	 	that a US Group Member or subsidiary thereof is or may be
liable for any costs of cleaning up or otherwise responding to a
release of Hazardous Substances, where such costs may exceed USD
100,000;
	 
	 	(4)	 	that any part of the properties owned, operated, leased or
occupied by a US Group Member or any subsidiary thereof is or may be
subject to an Encumbrance under any Environmental Law; or
	 
	 	(5)	 	that a US Group Member or subsidiary will undertake or has
undertaken any cleanup or other response action with respect to any
Hazardous Substances; and




	 	 	not later than twenty (20) days after entering into such agreement or
agreements, copies of all new employment agreements to which a US Group
Member is a party if the employee’s yearly salary together with bonuses,
and any other form of remuneration or compensation, is at least USD
500,000.
	 
	22.36	 	Information for Security Documents
	 
	 	 	Each US Group Member shall deliver and Genesys S.A. shall procure delivery
to the Agent, promptly following signing of this Agreement, of all
necessary information in order to create and perfect all the security
created pursuant to the Security Documents entered into by the US Group
Members.
	 





        	23.	 	EVENTS OF DEFAULT
	 
	 	 	Each of Clause 23.1 (Failure to Pay) to Clause 23.20 (Tax Structure)
describes circumstances which constitute an Event of Default for the
purposes of this Agreement.
	 
	23.1	 	Failure to Pay
	 
	 	 	Any amount due from an Obligor or the Obligors under the Finance Documents
is not paid at the time, in the currency and in the manner specified
herein unless such failure to pay is caused by technical difficulties with
the banking system in relation to the transmission of funds and payment is
made within two Business Days of the due date.
	 
	23.2	 	Misrepresentation
	 
	 	 	Any representation or statement made or deemed to be made by an Obligor in
any Finance Document or in any notice or other document, certificate or
statement delivered by it pursuant thereto or in connection therewith is
or proves to have been materially incorrect or materially misleading when
made or deemed to be made, unless such representation or statement (to the
extent it may be remedied) are remedied within 15 days of notification
(pursuant to Clause 22.4 (Notification of an Event of Default)) of the
fact that it was incorrect or materially misleading.
	 
	23.3	 	Financial Condition
	 
	 	 	Any of the requirements of Clause 19 (Financial Information), Clause 21.1
(Financial Condition), Clause 22.5 (Claims Pari Passu), Clause 22.10
(Security), Clause 22.14 (Negative Pledge), Clause 22.15 (Loans and
Guarantees), Clause 22.20 (Dividends and Distributions), Clause 22.21
(Share Capital), Clause 22.22 (Amendments) and Clause 22.31 (Subsidiaries)
are not satisfied at the time provided therein, unless such



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	 	 	requirements are remedied within 15 days of the notification (pursuant to
Clause 22.4 (Notification of an Event of Default)) that such requirements
were not satisfied.
	 
	23.4	 	Other Obligations
	 
	 	 	An Obligor fails duly to perform or comply in all material respects with
any other obligation expressed to be assumed by it in the Finance
Documents and such failure, if capable of remedy, is not remedied within
fifteen days after the earlier to occur of the date the Agent has given
notice thereof to the Borrowers or such Obligor and the date the Obligor
or the Borrowers has actual knowledge.
	 
	23.5	 	Cross Default




	 	23.5.1	 	Any Financial Indebtedness of any member of the Group is not paid
when due, any Financial Indebtedness of any member of the Group is
declared to be or otherwise becomes due and payable prior to its
specified maturity, any commitment for any Financial Indebtedness of
any member of the Group is cancelled or suspended by a creditor of
any member of the Group or any creditor of any member of the Group
becomes entitled to declare any Financial Indebtedness of any member
of the Group due and payable prior to its specified maturity,
provided that it shall not constitute an Event of Default if the
aggregate amount of all such Financial Indebtedness is less than USD
500,000.





	23.6	 	Insolvency and Rescheduling





	 	23.6.1	 	Any member of the Group ceases or suspends generally payment of its
debts or announces an intention to do so (or is deemed for the
purposes of any law applicable to it to be) or is unable to pay its
debts as they fall due or commences negotiations with or makes a
proposal to any one or more of its creditors with a view to the
general readjustment or rescheduling of its indebtedness or makes a
general assignment for the benefit of or a composition with its
creditors or a moratorium is declared in respect of the indebtedness
of any Group member.
	 
	 	23.6.2	 	In respect of any US Group Member, a proceeding or case shall be
commenced, without the application or consent of such US Group
Member, in any court of competent jurisdiction, seeking (a) its
reorganisation, liquidation, dissolution, arrangement or winding-up,
or the composition or readjustment of its or his debts, (b) the
appointment of a receiver, custodian, trustee, examiner, liquidator
or the like of the US Group Member or of all or any substantial part
of its property, or (c) similar relief in respect of the US Group
Member under any law relating to the bankruptcy, insolvency,
reorganisation, winding-up, or composition or adjustment of debts;
and any such proceeding or case referred to in paragraphs (a), (b) or
(c) above shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of 60 or more days, or
an order for relief against the US Group Member shall be entered in
an involuntary case under Title 11 of the United States of America
Code entitled Bankruptcy (or any successor thereto), as amended



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	23.7	 	Winding-up and Insolvency Proceedings




	 	(a)	 	Any corporate action, legal proceedings or other procedure or
step is taken in relation to:





	 	(i)	 	the suspension of payments, a moratorium of any
indebtedness, winding-up, dissolution, bankruptcy,
administration or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) of any member
of the Group other than a solvent liquidation or
reorganisation of any member of the Group which is not an
Obligor;
	 
	 	(ii)	 	a composition, assignment or arrangement with any
creditor of any member of the Group;
	 
	 	(iii)	 	the appointment of a liquidator (other than in
respect of a solvent liquidation of a member of the Group
which is not an Obligor), receiver, administrator,
administrative receiver, compulsory manager or other similar
officer in respect of any member of the Group or any of its
assets;
	 
	 	(iv)	 	enforcement of any security over any assets of
any member of the Group; or
	 
	 	(v)	 	any analogous procedure or step is taken in any
jurisdiction,
	 
	 	 	 	and any such action, proceedings or other procedure referred
to in paragraphs (i) to (v) above shall continue undismissed,
or an order, judgement or decree approving or ordering any of
the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days.





	 	(b)	 	A Borrower or any member of the Group commences proceedings for
règlement amiable in accordance with articles L.611-3 to L.611-6 of
the French Code de commerce.
	 
	 	(c)	 	Proceedings for redressement judiciaire, cession totale de
l’entreprise or liquidation judiciaire are entered in relation to a
Borrower or any member of the Group under articles L.620-1 to L.628-3
of the French Code de commerce and such proceedings shall continue
undismissed, or an order, judgement or decree approving or ordering
any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days.
	 
	 	(d)	 	Any US Group Member (a) applies for or consent to the
appointment of, or the taking of possession by, a receiver,
custodian, trustee, examiner or liquidator of itself or of all or a
substantial part of its property, (b) makes a general assignment for
the benefit of its creditors, (c) commences a voluntary case under
Title 11 of the United States of America Code entitled Bankruptcy (or
any successor thereof), as amended, (d) files a petition with respect
to itself seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganisation, liquidation, dissolution,
arrangement or winding-up, or




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	 	 	 	composition or readjustment of debts, or (e) takes any corporate action
for the purpose of effecting any of the foregoing with respect to itself.




	23.8	 	Execution or Distress
	 
	 	 	Any execution or distress is levied against, or any encumbrancer(s) take
possession of, the whole or a material part of, the property, undertaking
or assets of any Material Subsidiary or any event occurs which under the
laws of any jurisdiction has a similar or analogous effect in respect of
indebtedness exceeding USD 250,000 (or equivalent) in aggregate at any
time and which, in any case, is not stayed or discharged within 30 days
after such levy, taking of possession or effect and during such 30 day
period is contested in good faith by appropriate means diligently pursued.
	 
	23.9	 	Failure to Comply with Final Judgment
	 
	 	 	Any member(s) of the Group fail to comply with or pay any sum due from it
or them under any final judgment or any final order made or given by any
court of competent jurisdiction when such sums exceed USD 250,000 (or
equivalent) in aggregate at any time.
	 
	23.10	 	Governmental Intervention
	 
	 	 	By or under the authority of any government:




	 	23.10.1	 	the management of any Material Subsidiary is wholly or partially
displaced or the authority of any Material Subsidiary in the conduct
of its business is wholly or partially curtailed and is likely to
cause a Material Adverse Effect; or
	 
	 	23.10.2	 	all or a majority of the issued shares of any member of the Group
or the whole or any material part of its revenues or assets is
seized, nationalised, expropriated or compulsorily acquired.




	23.11	 	Ownership of a member of the Group
	 
	 	 	After the Closing Date, any change of ownership of more than 5% of any
member of the Group, save and except for:




	 	(i)	 	any change of ownership of Genesys S.A;
	 
	 	(ii)	 	any ownership increase by Genesys S.A. in Genesys Iberia;
	 
	 	(iii)	 	any change of ownership within the Group to the extent that
the relevant member(s) of the Group continue to be directly or
indirectly wholly owned by Genesys S.A.; and
	 
	 	(iv)	 	any change of ownership permitted under the provisions set out
in sub-paragraph 22.19.3 of Clause 22.19 (Acquisitions) provided that
the relevant member(s) of the Group continue to be directly or
indirectly at least 75% owned by Genesys S.A.




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	23.12	 	Occurrence of ERISA Event
	 
	 	 	With respect to any US Group Member or any ERISA Affiliate thereof, an
ERISA Event shall occur with respect to an Employee Plan or any US Group
Member or any ERISA Affiliate shall fail to pay the full amount of any
instalment due under Section 412(m) of the US Code and as a result either
(a) such occurrence or failure to pay would be reasonably likely to have a
Material Adverse Effect or (b) any US Group Member would be reasonably
likely to become liable to pay any amount exceeding USD 250,000 following
such ERISA Event or failure to pay.
	 
	23.13	 	The Group’s Business
	 
	 	 	Any Material Subsidiary, subject to Permitted Disposals, carries on any
business which is unrelated to the general nature of the business of the
Group as carried on at the date hereof.
	 
	23.14	 	Repudiation
	 
	 	 	Any Finance Document or the security intended to be constituted by under
any of the Finance Documents is repudiated by any person (other than a
Finance Party) or any person (other than a Finance Party) does or causes
to be done any act or thing evidencing an intention to repudiate any
Finance Document or any such security or subordination or any Finance
Document is not or ceases to be in full force and effect or the validity
or applicability thereof to any sums due or to become due thereunder is
disaffirmed by or on behalf of any Obligor.
	 
	23.15	 	Illegality
	 
	 	 	At any time any Obligor no longer has the legal power to perform its
obligations under the Finance Documents to which it is a party or to own
its assets or to carry on its business or at any time it is or becomes
unlawful for an Obligor to perform or comply with any or all of its
obligations under any Finance Document to which it is a party or any of
the obligations of an Obligor thereunder are not or cease to be legal,
valid, binding and enforceable.
	 
	23.16	 	Auditor’s Qualification
	 
	 	 	The auditors of the Borrowers or any member of the Group qualify their
annual audit report to the consolidated accounts of the Group or the
unconsolidated accounts of any Group member in a manner which is, in the
reasonable opinion of the Majority Lenders, material in the context of the
Facilities and is likely to have a Material Adverse Effect.
	 
	23.17	 	Environmental
	 
	 	 	Any Material Subsidiary breaches any Environmental Law or any
Environmental Claim is made or threatened against any Material Subsidiary
which, in either case, is likely to have a Material Adverse Effect.




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	23.18	 	Litigation
	 
	 	 	Any litigation, arbitration, administrative proceedings or governmental or
regulatory investigations, proceedings or disputes are commenced against
any Group member or its respective assets or revenues or there are any
circumstances likely to give rise to any such litigation, arbitration,
administrative proceedings or governmental or regulatory investigations,
proceedings or disputes which is likely to have a Material Adverse Effect.
	 
	23.19	 	Material Adverse Change
	 
	 	 	Any event or circumstance occurs which the Majority Lenders reasonably
believes is likely to have a Material Adverse Effect.
	 
	23.20	 	Tax Structure
	 
	 	 	Any advice or recommendation made in the tax Due Diligence Report which is
likely to have an adverse effect is not applied by any Group member, or a
Group member does not comply with the recommendations made in the Due
Diligence Report which are likely to have an adverse effect or the tax
structure as contemplated by the tax Due Diligence Report is amended or
altered, which is likely to have a Material Adverse Effect.
	 
	23.21	 	Genesys S.A. Refinancing
	 
	 	 	If on or prior to 31 May 2001, Genesys S.A. fails to refinance the USD
35,000,000 loan extended to it by Fortis Banque France S.A. in accordance
with sub-clause 2.2.2.
	 
	23.22	 	Acceleration and Cancellation
	 
	 	 	Upon the occurrence of an Event of Default at any time thereafter, the
Agent may, without any mise en demeure or any judicial or extra judicial
step (and, if so instructed by the Majority Lenders, shall) by notice to
the Borrowers but subject to the mandatory provisions of articles L.620-1
to L.628-3 of the French Code de commerce:




	 	23.22.1	 	declare all or any part of the Advances to be immediately due and
payable (whereupon the same shall become so payable together with
accrued interest thereon and any other sums then owed by the Obligors
under the Finance Documents) or declare all or any part of the
Advances to be due and payable on demand of the Agent; and/or
	 
	 	23.22.2	 	declare that any unutilised portion of the Facilities shall be
cancelled, whereupon the same shall be cancelled and the Available
Commitment of each Lender shall be reduced to zero; and/or
	 
	 	23.22.3	 	exercise or direct the Security Agent to exercise all rights and
remedies.




	 	 	provided that, notwithstanding the above, if there shall occur an Event of
Default under Clause 23.6.2 or Clause 23.7(d), then all of the Advances
shall automatically be due and payable and any unutilised portion of the
Facilities shall automatically be cancelled and the Available Commitment
of each Lender shall be automatically reduced to zero, in each case
without any action by the Agent or any Lender.



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	23.23	 	Advances Due on Demand
	 
	 	 	If, pursuant to Clause 23.22 (Acceleration and Cancellation), the Agent
declares all or any part of the Advances to be due and payable on demand
of the Agent, then, and at any time thereafter, the Agent or the Security
Agent, as the case may be, may (and, if so instructed by the Majority
Lenders, shall) by notice to the Borrowers:




	 	23.23.1	 	require repayment of all or such part of the Advances on such date
as it may specify in such notice (whereupon the same shall become due
and payable on the date specified together with accrued interest
thereon and any other sums then owed by the Obligors under the
Finance Documents) or withdraw its declaration with effect from such
date as it may specify; and/or
	 
	 	23.23.2	 	select as the duration of any Interest Period or Term which begins
whilst such declaration remains in effect a period of six months or
less;
	 
	 	23.23.3	 	declare that the Security Documents (or any of them) shall have
become enforceable; and/or
	 
	 	23.23.4	 	send a Valid Claim (as defined in the Guarantee signed on the date
hereof by Genesys S.A.) to Genesys S.A. to request payment of all
sums due hereunder by Vialog Corporation, provided that such Valid
Claim may not be sent to Genesys S.A. before the Agent declares the
relevant Advance due and payable as a result of an Event of Default.









        	24.	 	COMMITMENT COMMISSION AND FEES
	 
	24.1	 	Commitment Commission



	 	(a)	 	Vialog Corporation shall pay to the Agent (for the account of
each Lender) a commission in dollars computed at a rate of:





	 	(i)	 	50% per annum of the A1 Margin on that Lender’s
Available Term A1 Commitment for the Term Availability Period
applicable to the Term A1 Facility; and
	 
	 	(ii)	 	50% per annum of the B Margin on that Lender’s
Available Term B Commitment for the Term Availability Period
applicable to the Term B Facility; and
	 
	 	(iii)	 	50% per annum of the Revolving 1 Margin on that
Lender’s Available Revolving 1 Commitment.





	 	(b)	 	Genesys S.A. shall pay to the Agent (for the account of each
Lender) a commission in dollars computed at a rate of:





	 	(i)	 	50% per annum of the A2 Margin on that Lender’s
Available Term A2 Commitment for the Term Availability Period
applicable to the Term A2 Facility; and
	 
	 	(ii)	 	50% per annum of the Revolving 2 Margin on that
Lender’s Available Revolving 2 Commitment.



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	 	(c)	 	The accrued commitment commission is payable on the last day of
each quarter, on the last day of the Availability Period and on the
cancelled amount of the relevant Lender’s Commitment at the time the
cancellation is effective.




	24.2	 	Arrangement Fee
	 
	 	 	Each of the Borrowers shall pay on the date hereof to the Arrangers a fee
(the amount being agreed in a separate letter (the “Arrangement Fee
Letter”)) net of VAT on the aggregate maximum amount of the Facilities.
	 
	24.3	 	Agency Fee
	 
	 	 	Each of the Borrowers shall pay to the Agent for its own account the
agency fees (the amount being agreed in a separate letter (the “Agency Fee
Letter”)).
	 





        	25.	 	COSTS AND EXPENSES
	 
	25.1	 	Transaction Expenses
	 
	 	 	The Borrowers shall, from time to time on demand of the Agent, reimburse
each of the Agent, the Security Agent and the Arrangers and any of their
affiliates (on a full indemnity basis whether or not any of the Facilities
are drawndown or utilised) for all reasonable costs and expenses
(including reasonable legal fees, accounting fees and translation fees)
together with any VAT thereon incurred by it in connection with:



	 	25.1.1	 	any due diligence carried out by it or on its behalf in connection
with the Finance Documents and the transactions contemplated thereby;
	 
	 	25.1.2	 	the negotiation, preparation, execution and perfection of the
Finance Documents, any other document referred to in the Finance
Documents and the completion of the transactions therein
contemplated; and
	 
	 	25.1.3	 	the syndication of the Facilities.




	25.2	 	Preservation and Enforcement of Rights
	 
	 	 	Each of the Borrowers shall, from time to time on demand of the Agent or
Security Agent, reimburse the Finance Parties for all reasonable and duly
documented costs and expenses (including legal fees) on a full indemnity
basis together with any VAT thereon incurred in or in connection with the
preservation and/or enforcement of any of the rights of the Finance
Parties under the Finance Documents against such Borrower and any document
referred to in the Finance Documents (including, without limitation, any
costs and expenses relating to any investigation as to whether or not an
Event of Default might have occurred or is likely to occur in respect of
such Borrower’s Facilities or any steps necessary or desirable in
connection with any proposal for remedying or otherwise resolving an Event
of Default or Potential Event of Default in respect of such Borrower’s
Facilities).
	 
	25.3	 	Stamp Taxes
	 
	 	 	Each of the Borrowers shall, to the extent it relates to such Borrower,
pay all stamp, registration and other taxes to which the Finance
Documents, any other document



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	 	 	referred to in the Finance Documents or any judgment given in connection
therewith is or at any time may be subject and shall, from time to time on
demand of the Agent, indemnify the Finance Parties against any
liabilities, costs, claims and expenses resulting from any failure to pay
or any delay in paying any such tax.
	 
	25.4	 	Amendment Costs
	 
	 	 	If an Obligor requests any amendment, waiver or consent then the
applicable Borrower shall, within five Business Days of demand by the
Agent, reimburse the Finance Parties for all reasonable and duly
documented costs and expenses (including legal fees) together with any VAT
thereon incurred by such person in responding to or complying with such
request.
	 
	25.5	 	Lenders’ Liabilities for Costs
	 
	 	 	If a Borrower fail to perform any of its obligations under this Clause 25,
each Lender shall, prorata to its Commitment, indemnify each of the Agent,
the Security Agent and the Arrangers against any loss incurred by any of
them (or their affiliates, in the case of costs and expenses referred to
in Clause 25.1 (Transaction Expenses)) as a result of such failure.
	 





        	26.	 	DEFAULT INTEREST
	 
	26.1	 	If a Borrower fails to pay any amount payable by it under a Finance
Document on its due date, interest shall accrue to the fullest extent
permitted by law on the overdue amount from the due date up to the date of
actual payment (both before and after judgment) on a day-to-day basis at a
rate per annum equal to the sum of the Overnight LIBOR, the applicable
Margin, the Mandatory Cost (if any) (expressed as a percentage per annum)
and one per cent (1%). Any interest accruing under this Clause 26.1 shall
be immediately payable by the Borrower on demand by the Agent.
	 
	26.2	 	Default interest (if unpaid) arising on an overdue amount will be
compounded with the overdue amount only if, within the meaning of Article
1154 of the French Code civil, such interest is due for a period of at
least one year, but will remain immediately due and payable.
	 




        	27.	 	BREAK COSTS
	 
	 	 	If any Lender or the Agent on its behalf receives or recovers all or any
part of an Advance otherwise than on the last day of an Interest Period or
Term relating thereto, the applicable Borrower shall pay to the Agent on
demand for account of such Lender an amount equal to the amount (if any)
by which (a) the additional interest which would have been payable by such
Borrower on the amount so received or recovered had it been received or
recovered on the last day of that Interest Period or Term exceeds (b) the
amount of interest which in the opinion of the Agent would have been
payable to the Agent on the last day of that Interest Period or Term in
respect of a deposit in the currency of the amount so received or
recovered equal to the amount so received or recovered placed by it with a
prime bank in the relevant interbank market for a period starting on the
third Business Day following the date of such receipt or recovery and
ending on the last day of that Interest Period or Term.


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        	28.	 	OTHER INDEMNITIES
	 
	28.1	 	Other Indemnities
	 
	 	 	Each of the Borrowers undertakes to indemnify:



	 	28.1.1	 	each Finance Party against any cost, claim, loss, expense
(including reasonable legal fees) or liability together with any VAT
thereon, whether or not reasonably foreseeable, which it may sustain
or incur as a consequence of the occurrence of any Event of Default
or any material default by any Obligor in the performance of any of
the obligations expressed to be assumed by it in any Finance Document
to the extent the same relate to such Borrower;
	 
	 	28.1.2	 	the Agent against any cost or loss it may suffer or incur as a
result of its entering into, or performing, any foreign exchange
contract for the purposes of Clause 30 (Payments) in respect of such
Borrower;
	 
	 	28.1.3	 	each Lender against any cost or loss it may suffer under Clause
25.5 (Lenders’ Liabilities for Costs) or Clause 33.10 (Lenders
Indemnity to the Agent) in respect of such Borrower;
	 
	 	28.1.4	 	each Lender against any cost or loss it may suffer or incur as a
result of its funding or making arrangements to fund its portion of
an Advance requested by such Borrower but not made by reason of the
operation of any one or more of the provisions hereof;
	 
	 	28.1.5	 	each Lender against any cost or loss it may suffer including any
reduction in the rate of return it would have received but for
performing its obligations to such Borrower under this Agreement as a
result of any minimum reserve requirements imposed on it by the
European Central Bank in relation to an Advance or funding an
Advance; and
	 
	 	28.1.6	 	each Finance Party and in each case each of their affiliates and
each of their respective officers, directors, employees, agents,
advisors and representatives (each, an “Indemnified Party”) from and
against any and all claims, damages, losses, liabilities, costs and
expenses (including, without limitation, fees and disbursements of
legal counsel), joint or several, that may be incurred by or asserted
or awarded against any Indemnified Party, in each case arising out of
or in connection with or relating to any investigation, litigation or
proceeding or the preparation of any defence with respect thereto,
arising out of or in connection with or relating to the Finance
Documents or the transactions contemplated hereby or thereby in
respect of such Borrower or any use made or proposed to be made with
the proceeds of the Facilities, whether or not such investigation,
litigation or proceeding is brought by a member of the Group, any of
shareholder or creditors of any member of the Group, an Indemnified
Party or any other person, except to the extent that such claim,
damage, loss, liability, cost or expense is found by a court of
competent jurisdiction to have resulted from such Indemnified Party’s
gross negligence or wilful misconduct.



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	28.2	 	Currency Indemnity
	 
	 	 	If any sum (a “Sum”) due from an Obligor under the Finance Documents or
any order, judgment, award or decision given or made in relation thereto
has to be converted from the currency (the “First Currency”) in which such
Sum is payable into another currency (the “Second Currency”) for the
purpose of:




	 	28.2.1	 	making or filing a claim or proof against such Obligor;
	 
	 	28.2.2	 	obtaining or enforcing an order, judgment, award or decision in any
court, arbitral proceedings or other tribunal.




	 	 	the applicable Borrower shall indemnify each person to whom such Sum is
due from and against any loss suffered or incurred as a result of any
discrepancy between (a) the rate of exchange used for such purpose to
convert such Sum from the First Currency into the Second Currency and (b)
the rate or rates of exchange available to such person at the time of
receipt of such Sum.
	 





        	29.	 	CURRENCY OF ACCOUNT AND PAYMENT
	 
	29.1	 	Currency of Account
	 
	 	 	Dollars is the currency of account and payment for each and every sum at
any time due from an Obligor hereunder, provided that:



	 	29.1.1	 	each repayment of an Advance or Unpaid Sum or a part thereof shall
be made in the currency in which such Advance or Unpaid Sum is
denominated at the time of that repayment;
	 
	 	29.1.2	 	each payment of interest shall be made in the currency in which the
sum in respect of which such interest is payable is denominated;
	 
	 	29.1.3	 	each payment in respect of costs and expenses shall be made in the
currency in which the same were incurred;
	 
	 	29.1.4	 	each payment pursuant to Clause 14.3 (Tax Indemnity), Clause 15.1
(Increased Costs) or Clause 28.1 (Other Indemnities) shall be made in
the currency specified by the party claiming thereunder; and
	 
	 	29.1.5	 	any amount expressed to be payable in a currency other than dollars
shall be paid in that other currency.









        	30.	 	PAYMENTS
	 
	30.1	 	Payments to the Agent
	 
	 	 	On each date on which this Agreement requires an amount to be paid by an
Obligor or a Lender, such Obligor or, as the case may be, such Lender
shall make the same available to the Agent for value on the due date at
such time and in such funds and to such account with such bank as the
Agent shall specify from time to time.


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	 	30.1.1	 	Save as otherwise provided herein, each payment received by the
Agent pursuant to Clause 30.1 (Payments to the Agent) shall:





	 	(a)	 	in the case of a payment received for the account
of a Borrower, be made available by the Agent to that Borrower
by application:





	 	(i)	 	first, in or towards payment (on the
date, and in the currency and funds, of receipt) of any
amount then due from that Borrower hereunder to the
person from whom the amount was so received or in or
towards the purchase of any amount of any currency to be
so applied; and
	 
	 	(ii)	 	secondly, in or towards payment (on the
date, and in the currency and funds, of receipt) to such
account with such bank in the principal financial centre
of the country of the currency of such payment (or, in
relation to the euro, in a financial centre in a state
which has adopted the euro for its currency) as that
Borrower shall have previously notified to the Agent for
this purpose; and




	 	(b)	 	in the case of any other payment, be made
available by the Agent to the person entitled to receive the
payment in accordance with this Agreement (in the case of a
Lender, for the account of the Facility Office) for value the
same day by transfer to such account of such person with such
bank in the principal financial centre of the country of the
currency of such payment [(or, in relation to the euro, in a
financial centre in a state which has adopted the euro for its
currency)] as that person has previously notified to the
Agent.




	 	30.1.2	 	A payment will be deemed to have been made by the Agent on the date
on which it is required to be made under this Agreement if the Agent
has, on or before that date, taken steps to make that payment in
accordance with the regulations or operating procedures of the
clearing system used by the Agent in order to make the payment.




	30.2	 	Payments by the Agent to the Lenders
	 
	 	 	Any amount payable by the Agent to the Lenders under this Agreement shall
be paid in dollars.
	 
	30.3	 	No Set-off
	 
	 	 	All payments required to be made by an Obligor under any Finance Document
shall be calculated without reference to any set-off or counterclaim and
shall be made free and clear of and without any deduction for or on
account of any set-off or counterclaim.
	 
	30.4	 	Clawback
	 
	 	 	Where a sum is to be paid under a Finance Document to the Agent for
account of another person, the Agent shall not be obliged to make the same
available to that other person or to enter into or perform any exchange
contract in connection therewith until it has been able to establish to
its satisfaction that it has actually received such sum, but if it does so



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	 	 	and it proves to be the case that it had not actually received such sum,
then the person to whom such sum or the proceeds of such exchange contract
was so made available shall on request refund the same to the Agent
together with an amount sufficient to indemnify the Agent against any cost
or loss it may have suffered or incurred by reason of its having paid out
such sum or the proceeds of such exchange contract prior to its having
received such sum.
	 
	30.5	 	Partial Payments
	 
	 	 	If and whenever a payment is made by an Obligor hereunder and the Agent
receives an amount less than the due amount of such payment the Agent may
apply the amount received towards the obligations of the Obligors under
this Agreement in the following order:




	 	30.5.1	 	first, in or towards payment of any unpaid costs and expenses of
each of the Agent, the Security Agent and the Arranger;
	 
	 	30.5.2	 	second, in or towards payment pro rata of any accrued interest,
commitment commission due but unpaid under the applicable Facility;
	 
	 	30.5.3	 	third, in or towards payment pro rata of any Outstandings due but
unpaid under the applicable Facility; and
	 
	 	30.5.4	 	fourth, in or towards payment pro rata of any other sum due but
unpaid under the applicable Facility.




	30.6	 	Variation of Partial Payments
	 
	 	 	The order of partial payments set out in Clause 30.5 (Partial Payments)
shall override any appropriation made by the Obligor to which the partial
payment relates but the order set out in sub-clauses 30.5.2, 30.5.3,
30.5.4 of Clause 30.5 (Partial Payments) may be varied if agreed by all
the Lenders.
	 
	30.7	 	Business Days




	 	30.7.1	 	Any payment which is due to be made on a day that is not a Business
Day shall be made on the next Business Day in the same calendar month
(if there is one) or the preceding Business Day (if there is not).
	 
	 	30.7.2	 	During any extension of the due date for payment of any principal
under this Agreement interest is payable on the principal at the rate
payable on the original due date.









        	31.	 	SET-OFF
	 
	31.1	 	Contractual Set-off
	 
	 	 	Each Obligor authorises each Lender after the occurrence of an Event of
Default and while such Event of Default is continuing to apply any credit
balance to which such Obligor is entitled on any account of such Obligor
with such Lender in satisfaction of any sum due and payable from such
Obligor to such Lender under any Finance Document but unpaid. For this
purpose, each Lender is authorised to purchase with the


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	 	 	moneys standing to the credit of any such account such other currencies as
may be necessary to effect such application.
	 
	31.2	 	Set-off not Mandatory
	 
	 	 	No Lender shall be obliged to exercise any right given to it by Clause
31.1 (Contractual Set-off).
	 





        	32.	 	SHARING
	 
	32.1	 	Payments to Lenders
	 
	 	 	If a Lender (a “Recovering Lender”) applies any receipt or recovery from
an Obligor to a payment due under this Agreement and such amount is
received or recovered other than in accordance with Clause 30 (Payments),
then such Recovering Lender shall:



	 	32.1.1	 	notify the Agent of such receipt or recovery;
	 
	 	32.1.2	 	at the request of the Agent, promptly pay to the Agent an amount
(the “Sharing Payment”) equal to such receipt or recovery less any
amount which the Agent determines may be retained by such Recovering
Lender as its share of any payment to be made in accordance with
Clause 30.5 (Partial Payments).




	32.2	 	Redistribution of Payments
	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by the
relevant Obligor and distribute it between the Finance Parties (other than
the Recovering Lender) in accordance with Clause 30.5 (Partial Payments).
	 
	32.3	 	Recovering Lender’s Rights
	 
	 	 	The Recovering Lender will be subrogated into the rights of the parties
which have shared in a redistribution pursuant to Clause 32.2
(Redistribution of Payments) in respect of the Sharing Payment (and the
relevant Obligor shall be liable to the Recovering Lender in an amount
equal to the Sharing Payment).
	 
	32.4	 	Repayable Recoveries
	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering
Lender becomes repayable and is repaid by such Recovering Lender, then:




	 	32.4.1	 	each party which has received a share of such Sharing Payment
pursuant to Clause 32.2 (Redistribution of Payments) shall, upon
request of the Agent, pay to the Agent for account of such Recovering
Lender an amount equal to its share of such Sharing Payment; and
	 
	 	32.4.2	 	such Recovering Lender’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Obligor will be
liable to the reimbursing party for the amount so reimbursed.




	32.5	 	Exception
	 
	 	 	This Clause 32 shall not apply if the Recovering Lender would not, after making any



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	 	 	payment pursuant hereto, have a valid and enforceable claim against the relevant Obligor.
	 
	32.6	 	Recoveries Through Legal Proceedings
	 
	 	 	If any Lender intends to commence any action in any court or arbitral
proceedings it shall give prior notice to the Agent, the Security Agent
and the other Lenders. If any Lender shall commence any action in any
court or arbitral proceedings to enforce its rights hereunder and, as a
result thereof or in connection therewith, receives any amount, then such
Lender shall not be required to share any portion of such amount with any
Lender which has the legal right to, but does not, join in such action or
commence and diligently prosecute a separate action to enforce its rights
in another court or arbitral proceedings.
	 





        	33.	 	ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGERS
	 
	33.1	 	Appointment of the Agent and the Security Agent



	 	(a)	 	Each of the Arrangers and the Lenders appoint the Agent to act
as its agent under and in connection with the Finance Documents (to
the exclusion of the Security Documents) and each of the Arrangers
and the Lenders appoint the Security Agent to act as its agent under
and in connection with the Security Documents.
	 
	 	(b)	 	Each of the Arrangers and the Lenders authorise the Agent to
exercise the rights, powers, authorities and discretions specifically
given to the Agent under or in connection with the Finance Documents
together with any other incidental rights, powers, authorities and
discretions and each of the Arrangers and the Lenders authorise the
Security Agent to exercise the rights, powers, authorities and
discretions specifically given to the Security Agent under or in
connection with the Security Documents together with any other
incidental rights, powers, authorities and discretions.
	 
	 	(c)	 	Each of the Arrangers and the Lenders authorise the Security
Agent to sign in their name and on their behalf (i) all Security
Documents, (ii) any other document in connection with the Security
Documents, at the time of execution or enforcement of the security
created pursuant to the Security Documents and (iii) any document
relating to the enforcement of the security created pursuant to the
Security Agreement.




	33.2	 	Duties of the Agent




	 	(a)	 	The Agent shall promptly forward to a Party the original or a
copy of any document which is delivered to the Agent for that Party
by any other Party.
	 
	 	(b)	 	If the Agent receives notice from a Party referring to this
Agreement, describing an Event of Default or a Potential Event of
Default and stating that the circumstance described is an Event of
Default or a Potential Event of Default, it shall promptly notify the
Lenders.



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	 	(c)	 	The Agent shall promptly notify the Lenders of any Event of
Default or a Potential Event of Default arising under Clause 23.1
(Failure to pay).
	 
	 	(d)	 	The Agent’s duties under the Finance Documents are solely
mechanical and administrative in nature.




	33.3	 	Role of the Arrangers
	 
	 	 	Except as specifically provided in the Finance Documents, the Arrangers
have no obligations of any kind to any other Party under or in connection
with any Finance Document.
	 
	33.4	 	Rendering of Account
	 
	 	 	Neither the Agent nor the Arrangers shall be bound to account to any
Lender for any sum or the profit element of any sum received by it for its
own account.
	 
	33.5	 	Business with the Group
	 
	 	 	The Agent and the Arrangers may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member
of the Group.
	 
	33.6	 	Rights and discretions of the Agent and the Security Agent




	 	(a)	 	The Agent may rely on:




	 	(i)	 	any representation, notice or document believed
by it to be genuine, correct and appropriately authorised; and
	 
	 	(ii)	 	any statement made by a director, authorised
signatory or employee of any person regarding any matters
which may reasonably be assumed to be within his knowledge or
within his power to verify.




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




	 	(i)	 	no Event of Default or a Potential Event of
Default has occurred (unless it has actual knowledge of an
Event of Default or a Potential Event of Default arising under
Clause 23.1 (Failure to pay);
	 
	 	(ii)	 	any right, power, authority or discretion vested
in any Party or the Majority Lenders has not been exercised;
and
	 
	 	(iii)	 	any notice or request made by Genesys S.A.
(other than Notice of Drawdown) is made on behalf of and with
the consent and knowledge of all the Obligors.




	 	(c)	 	The Agent may engage, pay for and rely on the advice or
services of any lawyers, accountants, surveyors or other experts.
	 
	 	(d)	 	The Agent may act in relation to the Finance Documents through
its personnel and agents.



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	 	(e)	 	The Security Agent may (i) accept without inquiry any title
which an Obligor may have to any asset intended to be the subject of
the security created by the Security Documents and (ii) hold or
deposit any title deeds, Security Documents or any other documents in
connection with any of the assets charged by the Security Documents
with any banker or banking company or any company whose business
includes undertaking the safe custody of deeds or documents or with
any lawyer or firm of lawyers and it shall not be responsible for or
be required to insure against any loss incurred in connection with
any such holding or deposit and it may pay all amounts required to be
paid on account or in relation to any such deposit.




	33.7	 	Majority Lenders’ instructions




	 	(a)	 	Unless a contrary indication appears in a Finance Document, the
Agent shall (a) act in accordance with any instructions given to it
by the Majority Lenders (or, if so instructed by the Majority
Lenders, refrain from acting or exercising any right, power,
authority or discretion vested in it as Agent) and (b) not be liable
for any act (or omission) if it acts (or refrains from taking any
action) in accordance with such an instruction of the Majority
Lenders.
	 
	 	(b)	 	Unless a contrary indication appears in a Finance Document, any
instructions given by the Majority Lenders will be binding on all the
Lenders and the Arrangers.
	 
	 	(c)	 	The Agent may refrain from acting in accordance with the
instructions of the Majority Lenders (or, if appropriate, the
Lenders) until it has received such security as it may require for
any cost, loss or liability (together with any associated VAT) which
it may incur in complying with the instructions.
	 
	 	(d)	 	In the absence of instructions from the Majority Lenders, (or,
if appropriate, the Lenders) the Agent may act (or refrain from
taking action) as it considers to be in the best interest of the
Lenders.
	 
	 	(e)	 	The Agent is not authorised to act on behalf of a Lender in any
legal or arbitration proceedings relating to any Finance Document,
without first obtaining that Lender’s authority to act on its behalf
in those proceedings.




	33.8	 	Responsibility for documentation
	 
	 	 	Neither the Agent nor the Arrangers:




	 	(a)	 	is responsible for the adequacy, accuracy and/or completeness
of any information (whether oral or written) supplied by the Agent,
the Arrangers, an Obligor or any other person given in or in
connection with any Finance Document or the Information Memorandum;
or
	 
	 	(b)	 	is responsible for the legality, validity, effectiveness,
adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document.



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	33.9	 	Exclusion of liability




	 	(a)	 	Without limiting paragraph (b) below, the Agent will not be
liable for any action taken by it under or in connection with any
Finance Document, unless directly caused by its gross negligence or
wilful misconduct.
	 
	 	(b)	 	No Party (other than the Agent) may take any proceedings
against any officer, employee or agent of the Agent in respect of any
claim it might have against the Agent or in respect of any act or
omission of any kind by that officer, employee or agent in relation
to any Finance Document and any officer, employee or agent of the
Agent may rely on this Clause.
	 
	 	(c)	 	The Agent will not be liable for any delay (or any related
consequences) in crediting an account with an amount required under
the Finance Documents to be paid by the Agent if the Agent has taken
all necessary steps as soon as reasonably practicable to comply with
the regulations or operating procedures of any recognised clearing or
settlement system used by the Agent for that purpose.




	33.10	 	Lenders’ indemnity to the Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or,
if the Total Commitments are then zero, to its share of the Total
Commitments immediately prior to their reduction to zero) indemnify the
Agent, within three Business Days of demand, against any cost, loss or
liability incurred by the Agent (otherwise than by reason of the Agent’s
gross negligence or wilful misconduct) in acting as Agent under the
Finance Documents (unless the Agent has been reimbursed by an Obligor
pursuant to a Finance Document).
	 
	33.11	 	Resignation of the Agent




	 	(a)	 	The Agent may resign and appoint one of its affiliates (being
the Agent’s subsidiary or holding company) acting through an office
in France as successor by giving notice to the Lenders and the
Borrowers.
	 
	 	(b)	 	Alternatively the Agent may resign by giving notice to the
Lenders and the Borrowers, in which case the Majority Lenders may
appoint a successor Agent.
	 
	 	(c)	 	If the Majority Lenders have not appointed a successor Agent in
accordance with paragraph (b) above within 30 days after notice of
resignation was given, the Agent (after consultation with Genesys
S.A.) may appoint a successor Agent acting through an office in
France).
	 
	 	(d)	 	The retiring Agent shall, at its own cost, make available to
the successor Agent such documents and records and provide such
assistance as the successor Agent may reasonably request for the
purposes of performing its functions as Agent under the Finance
Documents.
	 
	 	(e)	 	The Agent’s resignation notice shall only take effect upon the
appointment of a successor.



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	 	(f)	 	Upon the appointment of a successor, the retiring Agent shall
be discharged from any further obligation in respect of the Finance
Documents but shall remain entitled to the benefit of this Clause 33.
Its successor and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if
such successor had been an original Party.
	 
	 	(g)	 	After consultation with the Borrowers, the Majority Lenders
may, by notice to the Agent, require it to resign in accordance with
paragraph (b) above. In this event, the Agent shall resign in
accordance with paragraph (b) above.




	33.12	 	Confidentiality




	 	(a)	 	In acting as agent for the Finance Parties, the Agent shall be
regarded as acting through its agency division which shall be treated
as a separate entity from any other of its divisions or departments.
	 
	 	(b)	 	If information is received by another division or department of
the Agent, it may be treated as confidential to that division or
department and the Agent shall not be deemed to have notice of it.
	 
	 	(c)	 	Notwithstanding any other provision of any Finance Document to
the contrary, neither the Agent nor the Arrangers are obliged to
disclose to any other person (i) any confidential information or (ii)
any other information if the disclosure would or might in its
reasonable opinion constitute a breach of any law or a breach of a
fiduciary duty.




	33.13	 	Relationship with the Lenders




	 	(a)	 	The Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and acting through its Facility Office
unless it has received not less than five Business Days prior notice
from that Lender to the contrary in accordance with the terms of this
Agreement.
	 
	 	(b)	 	Each Lender shall supply the Agent with any information
required by the Agent in order to calculate the Mandatory Cost in
accordance with Schedule 8 (Mandatory Cost).




	33.14	 	Credit appraisal by the Lenders
	 
	 	 	Without affecting the responsibility of any Obligor for information
supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms to the Agent and the Arrangers that it has been, and
will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection
with any Finance Document including but not limited to:




	 	(a)	 	the financial condition, status and nature of each member of
the Group;
	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document and any other agreement,
arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;



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	 	(c)	 	whether that Lender has recourse, and the nature and extent of
that recourse, against any Party or any of its respective assets
under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement,
arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;
and
	 
	 	(d)	 	the adequacy, accuracy and/or completeness of the Information
Memorandum and any other information provided by the Agent, any Party
or by any other person under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or
any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance
Document.









        	34.	 	CHANGES TO THE LENDERS
	 
	34.1	 	Assignments and transfers by the Lenders



	 	34.1.1	 	Subject to this Clause 34, a Lender (the “Existing Lender ”) may:




	 	(a)	 	assign any of its rights; or
	 
	 	(b)	 	transfer any of its rights and obligations,





	 	 	 	to another bank or financial institution which is licensed to do
banking transactions in France and/or which is an internationally
recognised financial institution (the “New Lender”).
	 
	 	34.1.2	 	Any Security attached to the rights assigned or the rights and
obligations transferred to a New Lender shall be automatically
transferred to the New Lender prorata to the Commitments and Advances
assigned or transferred.




	34.2	 	Conditions of assignment or transfer




	 	(a)	 	The consent of Genesys S.A. is not required for an assignment
or transfer by a Lender to another Lender or an affiliate of a
Lender.
	 
	 	(b)	 	Any assignment or transfer shall be of a minimum amount of USD
2,000,000.
	 
	 	(c)	 	The consent of Genesys S.A. and/or Vialog Corporation is
required for an assignment or transfer by a Lender to New Lender
which is not a Lender or an affiliate of the Lender.
	 
	 	(d)	 	The consent of Genesys S.A. and/or Vialog Corporation to an
assignment or transfer must not unreasonably be withheld or delayed.
Genesys S.A. will be deemed to have given its consent eight days
after the Lender has requested it unless consent is expressly refused
for valid reasons by Genesys S.A. within that time.
	 
	 	(e)	 	The consent of Genesys S.A. and/or Vialog Corporation to an
assignment or transfer must not be withheld solely because the
assignment or transfer may result in an increase of the Mandatory
Cost.




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	 	(f)	 	
The consent of the Agent is required to a transfer by an
Existing Lender to a New Lender.
	 
	 	(g)	 	
An assignment will only be effective as among the Finance
Parties on receipt by the Agent of written confirmation from the New
Lender (in form and substance satisfactory to the Agent) that the New
Lender has become entitled to the same rights and will assume the
same obligations to the other Finance Parties as it would have been
under if it was a Lender listed in Schedule 1 (the
Lenders).
	 
	 	(h)	 	
Any assignment or transfer by an Existing Lender to a New
Lender shall only be effective if it transfers or assigns the
Existing Lender’s share of the Term A1 Facility, the Term A2
Facility, the Revolving 1 Facility and the Revolving 2 Facility pro
rata or if it transfers or assigns the Existing Lender’s share of its
Term B Facility.
	 
	 	(i)	 	
A transfer will only be effective if the procedure set out in
Clause 34.5 (Procedure for transfer) is complied with.
	 
	 	(j)	 	If:





	 	 	 
	 	(i)	a Lender assigns or transfers any of its rights
or obligations under the Finance Documents or changes its
Facility Office; and
	 
	 	(ii)	as a result of circumstances existing at the
date the assignment, transfer or change occurs, an Obligor
would be obliged to make a payment to the New Lender or
Lender acting through its new Facility Office under Clause 14
(Tax gross-up and indemnities) or Clause 15 (Increased
Costs),
	 
	 	then the New Lender or Lender acting through its new Facility
Office is only entitled to receive payment under those Clauses to
the same extent as the Existing Lender or Lender acting through
its previous Facility Office would have been if the assignment,
transfer or change had not occurred.




34.3   Assignment or transfer fee



	 	 
	 	The New Lender shall, on the date upon which an assignment or transfer
takes effect, pay to the Agent (for its own account) a fee of USD 2,000.



34.4   Limitation of responsibility of Existing Lenders




	 	 	 
	 	(a)	
Unless expressly agreed to the contrary, an Existing Lender
makes no representation or warranty and assumes no responsibility to
a New Lender for:





	 	 	 
	 	(i)	the legality, validity, effectiveness, adequacy
or enforceability of the Finance Documents or any other
documents;
	 
	 	(ii)	the financial condition of any Obligor;
	 
	 	(iii)	the performance and observance by any Obligor
of its obligations under the Finance Documents or any other
documents; or



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	 	(iv)	the accuracy of any statements (whether written
or oral) made in or in connection with any Finance Document
or any other document,
	 
	 	and any representations or warranties implied by law are excluded.
	 




	 	 	 
	 	(b)	
Each New Lender confirms to the Existing Lender and the other
Finance Parties that it:




	 	 	 
	 	(i)	has made (and shall continue to make) its own
independent investigation and assessment of the financial
condition and affairs of each Obligor and its related
entities in connection with its participation in this
Agreement and has not relied exclusively on any information
provided to it by the Existing Lender in connection with any
Finance Document; and
	 
	 	(ii)	will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its
related entities whilst any amount is or may be outstanding
under the Finance Documents or any Commitment is in force




	 	 	 
	 	(c)	
Nothing in any Finance Document obliges an Existing Lender to:




	 	 	 
	 	(i)	accept a re-transfer from a New Lender of any
of the rights and obligations assigned or transferred under
this Clause 34 ; or
	 
	 	(ii)	support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance
by any Obligor of its obligations under the Finance Documents
or otherwise



34.5       Procedure for transfer




	 	 	 
	 	(a)	
Subject to the conditions set out in Clause 34.2 (Conditions of
assignment or transfer) a transfer is effected in accordance with
paragraph (b) below when the Agent executes an otherwise duly
completed Transfer Agreement delivered to it by the Existing Lender
and the New Lender. The Agent shall, as soon as reasonably
practicable (being a minimum of five Business Days) after receipt by
it of a duly completed Transfer Agreement appearing on its face to
comply with the terms of this Agreement and delivered in accordance
with the terms of this Agreement, execute that Transfer Agreement.
	 
	 	(b)	
By virtue of the execution of a Transfer Agreement, as from the
Transfer Date:




	 	 	 
	 
	 	(i)	to the extent that in the Transfer Agreement
the Existing Lender seeks to transfer its rights and
obligations under the Finance Documents, the Existing Lender
shall be discharged to the extent provided for in the
Transfer Agreement from further obligations towards each of
the Obligors and the other Finance Parties under the Finance
Documents;
	 
	 	(ii)	the rights and obligations of the Existing
Lender with respect to the Obligors shall be transferred to
the New Lender, to the extent provided for in the Transfer
Agreement;



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	 	(iii)	the Agent, the Arranger, the New Lender and
other Lenders shall have the same rights and obligations
between themselves as they would have had,
had the New Lender been an initial Lender listed in Schedule
1 with the rights and/or obligations to which it is entitled
and subject as a result of the transfer and to that extent
the Agent, the Arrangers and the Existing Lender shall each
be released from further obligations to each other under this
Agreement; and
	 
	 	the New Lender shall become a Party as a “Lender”.



34.6    Disclosure of information




	 	 	 
	 	Any Lender may disclose to any of its affiliates and any other person:
	 
	 	(a)	
to (or through) whom that Lender assigns or transfers (or may
potentially assign or transfer) all or any of its rights and
obligations under this Agreement;
	 
	 	(b)	
with (or through) whom that Lender enters into (or may
potentially enter into) any sub-participation in relation to, or any
other transaction under which payments are to be made by reference
to, this Agreement or any Obligor; or
	 
	 	(c)	
to whom, and to the extent that, information is required to be
disclosed by any applicable law or regulation,
	 
	 	any information about any Obligor, the Group and the Finance Documents as
that Lender shall consider appropriate if, in relation to paragraphs (a)
and (b) above, the person to whom the information is to be given has
entered into a confidentiality undertaking provided that such
confidentiality undertaking provides, among other things, for relevant
restrictions, including without limitation “Chinese wall” – type
procedures, to take into account the fact that certain members of the
Group are public companies.



34.7    Securitisation Transactions




	 	 
	 	The Existing Lender shall be at liberty to assign, transfer,
sub-participate or otherwise dispose (including by way of credit
derivative or credit linked notes) of any of its rights or credit
exposures under or in connection with this Agreement, directly or
indirectly, to any form of securitisation vehicle (whether a company,
fund, trust (fonds commun de créances or other entity) under or in
connection with a CLO, CDO or any other form of securitisation,
defeasance, synthetic securitisation or portfolio credit swap transaction.
The provisions of Clauses 34.1 to 34.6 shall not apply to any such
assignment, transfer, sub-participation or disposal



34.8    Syndication




	 	 
	 	Each Borrower acknowledges that syndication of the Facilities in
accordance with this Clause 34.8 is contemplated and undertakes to assist
and co-operate with the Agent and the Arrangers in syndication by, inter
alia:




	 	 	 
	 	34.8.1	
expediting site visits at reasonable times upon reasonable notice
by the Agent of persons who have been invited by the Arrangers to
participate in the Facilities (“Invitees”);



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	 	34.8.2	
participating (and ensuring its executive directors, senior
management and representatives will participate in) at reasonable
times upon reasonable notice in presentations to the Lenders and the
Invitees (at such times and places as the Arrangers may reasonably
select) concerning the Borrowers, the Group members and their
activities;
	 
	 	34.8.3	
using all reasonable efforts to obtain appropriate authorisations
from the auditors, other accountants, consultants and professional
advisers to release to the Lenders and the Invitees any information
reasonable requested by the Agent or the Arrangers, including the Due
Diligence Reports;
	 
	 	34.8.4	
refraining from making any statement, announcement or publication
or doing any act or thing calculated to obstruct syndication of the
Facilities in any way other than as required by applicable law or
regulation or stock exchange regulator;
	 
	 	34.8.5	
paying any out-of-pocket expenses (including reasonable legal fees)
incurred by the Agent and the Arrangers in the process of syndication
of the Facilities and in preparing the Information Memorandum;
	 
	 	34.8.6	
if so requested by the Arrangers, procuring its directors and other
officers to review the Information Memorandum;
	 
	 	34.8.7	
providing the Arrangers with all information deemed reasonably
necessary by the Arrangers to complete syndication successfully;
	 
	 	34.8.8	
taking all such other action as the Arrangers may reasonably
request to form a syndicate; and
	 
	 	34.8.9	
using its reasonable efforts to ensure syndication benefits from
its lending relationships.






35.     CHANGES TO THE OBLIGORS



35.1   Assignments and transfer by Obligors




	 	 
	 	No Borrower may assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.



35.2   Request for Additional Guarantor






	 	 	 
	 	35.2.1	To the extent legally possible upon instructions from the Majority
Lenders, the Agent will request that any Material Subsidiary becomes
an Additional Guarantor by delivering to the Borrowers and the
proposed Additional Guarantor a notice duly executed by the Agent
acting on instruction of Majority Lenders. Such Guarantor will
provide the guarantee requested by the Agent which guarantee shall be
given in a form and substance similar to the Guarantees issued at the
date hereof and in accordance with Clause 22.10 (Security) within 15
Business Days upon receipt of such notice.



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	 	35.2.2	A company, in respect of which the Agent has delivered such a
request for Additional Guarantor, shall became an Additional
Guarantor and assume all the rights, benefits and obligations of a
Guarantor as a guarantor on the date on which the Agent notifies
Genesys S.A. and the proposed Additional Guarantor that it has
received, in form and substance satisfactory to it, all the documents
and other evidence listed in Schedule 6 (Additional Conditions
Precedent).




35.3   Resignation of a Guarantor




	 	 	 
	 	Any Material Subsidiary which will cease to be a Material Subsidiary may
cease to be an Additional Guarantor provided that:




	 	 	 
	 	(i)	
there is no Event of Default or Potential Event of Default;
	 
	 	(ii)	
the resignation of a Guarantor would not affect the legality,
validity or enforceability and value of any security contemplated by
the Security Documents and the Guarantees;
	 
	 	(iii)	
the Guarantor shall deliver to the Agent a resignation notice;
	 
	 	(iv)	
the Security Agent is satisfied that such Guarantor is under no
actual obligation under or pursuant to any Security Document and
that an equivalent security is created by any other Additional
Guarantor under the provisions of Clause 35.2 (Request for Additional
Guarantor) if and when the Agent reasonably so requests,
	 
	 	then, if all the conditions described above are satisfactory to the
Security Agent at its sole discretion, such resignation notice will come
into effect upon notification from the Security Agent acting on
instruction of the Majority Lenders to the Guarantor






36.     CALCULATIONS AND EVIDENCE OF DEBT



36.1   Basis of Accrual




	 	 
	 	Any interest, commission or fees shall accrue from day to day and shall be
calculated on the basis of a year of 360 days or, in any case where market
practice differs, in accordance with market practice and the actual number
of days elapsed



36.2   Quotations




	 	 
	 	If on any occasion a Reference Bank or Lender fails to supply the Agent
with a quotation required of it under the foregoing provisions of this
Agreement, the rate for which such quotation was required shall be
determined from those quotations which are supplied to the Agent, provided
that, in relation to determining LIBOR, this Clause 36.2 shall not apply
if only one Reference Bank supplies a quotation



36.3   Evidence of Debt




	 	 
	 	Each Lender shall maintain in accordance with its usual practice accounts
evidencing the amounts from time to time lent by and owing to it
hereunder



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36.4   Control Accounts




	 	 	 
	 	The Agent shall
maintain on its books a control account or accounts in which shall be recorded:
	 
	 	36.4.1	
the amount of any Advance or any Unpaid Sum;
	 
	 	36.4.2	
the amount of all principal, interest and other sums due or to
become due from an Obligor and each Lender’s share therein; and
	 
	 	36.4.3	
the amount of any sum received or recovered by the Agent hereunder
and each Lender’s share therein.



36.5   Prima Facie Evidence




	 	 
	 	In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clause 36.3 (Evidence of Debt) and Clause 36.4 (Control Accounts) shall,
in the absence of manifest error, be prima facie evidence of the existence
and amounts of the specified obligations of the Obligors



36.6   Certificates of Lenders




	 	 	 
	 	A certificate of a Lender to the Agent as to:
	 
	 	36.6.1	
the amount by which a sum payable to it hereunder is to be
increased under Clause 14.2 (Tax gross-up);
	 
	 	36.6.2	
the amount for the time being required to indemnify it against any
such cost, payment or liability as is mentioned in Clause 14.3 (Tax
indemnity) or Clause 15.1 (Increased Costs);
	 
	 	36.6.3	
the amount of any credit, relief, remission or repayment; or
	 
	 	36.6.4	
the amount of any cost, payment or liability referred to in Clause
28 (Other Indemnities),
	 
	 	shall, in the absence of manifest error and provided supporting and
explanatory information is contained therein or attached thereto, be prima
facie evidence of the existence and amounts of the specified obligations
of the Obligors



36.7   Agent’s Certificates




	 	 
	 	A certificate of the Agent as to the amount at any time due from a
Borrower hereunder or the amount which, but for any of the obligations of
such Borrower hereunder being or becoming void, voidable, unenforceable or
ineffective, at any time would have been due from such Borrower hereunder
shall, in the absence of manifest error, be conclusive evidence for the
matters to which it relates



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37. REMEDIES AND WAIVERS, PARTIAL INVALIDITY



37.1 Remedies and Waivers




	 	 
	 	No failure to exercise, nor any delay in exercising, on the part of any
Finance Party, any right or remedy under any Finance Document shall
operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy prevent any further or other exercise thereof or the
exercise of any other right or remedy. The rights and remedies provided
herein and in the Finance Documents are cumulative and not exclusive of
any rights or remedies provided by law.



37.2 Partial Invalidity




	 	 
	 	If, at any time, any provision of the Finance Documents is or becomes
illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, neither the legality, validity or enforceability of the
remaining provisions thereof nor the legality, validity or enforceability
of such provision under the law of any other jurisdiction shall in any way
be affected or impaired thereby.






38. NOTICES



38.1 Communications in Writing




	 	 
	 	Each communication to be made under the Finance Documents shall be made in
writing and, unless otherwise stated, shall be made by fax or letter.



38.2 Addresses




	 	 
	 	Any communication or document to be made or delivered pursuant to the
Finance Documents shall (unless the recipient of such communication or
document has, by fifteen days’ written notice to the Agent, specified
another address or fax number) be made or delivered to the address or fax
number:




	 	 	 
	 	38.2.1	
in the case of the Obligors and the Arrangers, identified with its name below;
	 
	 	38.2.2	
in the case of the Security Agent and the Agent :
	 
	 	 	
BNP Paribas

To the attention of: Sergio Collavini

37, place du Marché Saint-Honoré

75031 Paris Cedex 01

Tel: 00.33.1.42.98.75.50

Fax: 00.33.1.42.98.19.24.
	 
	 	38.2.3	
in the case of each Lender, notified in writing to the Agent prior
to the date hereof (or, in the case of a New Lender, at the end of
the Transfer Agreement to which it is a party as New Lender); and
	 
	 	38.2.4	
in the case of each acceding Obligor, in the relevant Accession
Memorandum.



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38.3 Delivery




	 	 
	 	Any communication or document to be made or delivered by one person to
another pursuant to the Finance Documents shall:




	 	 	 
	 	38.3.1	
if by way of fax, be deemed to have been received when transmission
has been completed; and
	 
	 	38.3.2	
if by way of letter, deemed to have been delivered when left at
that address or, as the case may be, ten days after being deposited
in the post postage prepaid in an envelope addressed to it at that
address,




	 	 
	 	provided that any communication or document to be made or delivered to the
Agent or Security Agent shall be effective only when received by its
agency division and then only if the same is expressly marked for the
attention of the department or officer identified with the Agent’s or, as
the case may be, Security Agent’s signature below (or such other
department or officer as the Agent or, as the case may be, the Security
Agent shall from time to time specify for this purpose).



38.4 English Language




	 	 
	 	Each communication and document made or delivered by one party to another
pursuant to the Finance Documents shall be in the English language or
accompanied by a translation thereof into English.



38.5 Notification of Changes




	 	 
	 	Promptly upon receipt of notification of a change of address or fax number
pursuant to Clause 38.3 (Delivery) the Agent shall notify the other
parties hereto of such change.



38.6 Deemed Receipt by the Obligors




	 	 
	 	Any communication or document made or delivered to Genesys S.A. or Vialog
Corporation in accordance with Clause 38.3 (Delivery) shall be deemed to
have been made or delivered to each of the Obligors.






39. COUNTERPARTS




	 	 
	 	This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.






40. AMENDMENTS



40.1 Amendments




	 	 
	 	The Agent, if it has the prior consent of the Majority Lenders, and the
Obligors may from time to time agree in writing to amend the Finance
Documents or to waive, prospectively or retrospectively, any of the
requirements of the Finance Document and any amendments or waivers so
agreed shall be binding on all the Finance Parties, provided that no such
waiver or amendment shall subject any Finance Party hereto to any new or
additional obligations without the consent of such Finance Party.



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40.2 Amendments Requiring the Consent of all the Lenders




	 	 
	 	An amendment or waiver which relates to:




	 	 	 
	 	40.2.1	
Clause 32 (Sharing) or this Clause 40;
	 
	 	40.2.2	
a change in the principal amount of or currency of any Advance, or
deferral of any Term Repayment Date or Repayment Date or Final
Maturity Date or Revolving Termination Date;
	 
	 	40.2.3	
a change in the Margin, the commitment commission, the amount or
currency of any payment of interest, fees or any other amount payable
hereunder to any Finance Party or deferral of the date for payment
thereof;
	 
	 	40.2.4	
the definition of Event of Default or Majority Lenders;
	 
	 	40.2.5	
any amendment of a Security Document; or
	 
	 	40.2.6	
any provision which by its terms expressly contemplates the need
for the consent or approval of all the Lenders,




	 	 
	 	shall not be made without the prior consent of all the Lenders. For the
avoidance of doubt, any amendment to Clause 12 (Mandatory Prepayment)
requires only the prior consent of the Majority Lenders.



40.3 Exceptions




	 	 
	 	Notwithstanding any other provisions hereof, neither the Agent nor the
Security Agent shall be obliged to agree to any such amendment or waiver
if the same would:




	 	 	 
	 	40.3.1	
(in respect of the Agent or Security Agent) amend or waive this
Clause 40, Clause 25 (Costs and Expenses) or Clause 33 (Role of the
Agent, the Security Agent and the Arrangers); or
	 
	 	40.3.2	
otherwise amend or waive any of the Agent’s, Security Agent’s
rights hereunder or subject the Agent, Security Agent, or the
Arrangers to any additional obligations hereunder or under the other
Finance Documents.



40.4 Amendment to correct Manifest Error




	 	 
	 	The Agent may agree with the Borrowers (acting on behalf of each of the
Obligors) any amendment to or the modification of the provisions of any of
the Finance Documents or any schedule thereto, which is necessary to
correct a manifest error.






41. GOVERNING LAW




	 	 
	 	This Agreement and all matters arising from or connected with it are
governed by French law



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42.     JURISDICTION



42.1   Paris Courts




	 	 
	 	The Tribunal de commerce of Paris has non-exclusive jurisdiction to settle
any dispute (a “Dispute”) arising out of or in connection with this
Agreement (including a dispute regarding the existence, validity or
termination of this Agreement or the consequences of its nullity)



42.2   Convenient Forum




	 	 
	 	The parties agree that the Tribunal de commerce of Paris is the most
appropriate and convenient court to settle Disputes between them and,
accordingly, that they will not argue to the contrary



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SCHEDULE 1



The Lenders




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Term A1	 	Term A2	 	Term B	 	Revolving 1	 	Revolving 2
	 	 	 Commitment	 	Commitment	 	Commitment	 	Commitment	 	Commitment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USD	 	USD	 	USD	 	USD	 	USD
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BNP Paribas
	 	 	16,666,667	 	 	 	11,666,667	 	 	 	10,000,000	 	 	 	1,666,667	 	 	 	1,666,667	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fortis Banque

	 	 	16,666,667	 	 	 	11,666,667	 	 	 	10,000,000	 	 	 	1,666,667	 	 	 	1,666,667	 
	France S.A.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CIBC World
	 	 	16,666,666	 	 	 	11,666,666	 	 	 	10,000,000	 	 	 	1,666,666	 	 	 	1,666,666	 
	Markets PLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	Total
	 	 	50,000,000	 	 	 	35,000,000	 	 	 	30,000,000	 	 	 	5,000,000	 	 	 	5,000,000	 



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SCHEDULE 2



Form of Transfer Agreement



This Transfer Agreement is made on [...]


BETWEEN:


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


	 	 	 
	(A)	 	The Existing Lender has entered into a senior term loan facility in an
aggregate amount equal to [...], and a revolving loan facility in an
aggregate amount equal to [...] under a facility agreement dated [...],
between the Borrowers, the Lenders listed in Schedule 1 to that facility
agreement, BNP Paribas, CIBC World Markets PLC and Fortis Bank N.V./S.A.
acting as Arrangers, and [...] acting as Agent of the Lenders (the
“Facility Agreement”).
	 
	(B)	 	The Existing Lender wishes to transfer and the New Lender wishes to
acquire [all] of the Existing Lender’s Commitment, rights and obligations
referred to in Schedule A to this Transfer Agreement.
	 
	(C)	 	Terms defined in the Facility Agreement have the same meaning when used
in this Transfer Agreement.



IT IS AGREED AS FOLLOWS:



	1.	 	The Existing Lender and the New Lender agree to the transfer (cession) of
[all] of the Existing Lender’s Commitment, rights and obligations referred
to in Schedule A to this Transfer Agreement in accordance with Clause 34
of the Facility Agreement (Changes to the Lenders).
	 
	2.	 	The proposed Transfer Date is [...].
	 
	3.	 	The Facility Office and address, fax number and attention details for
notices of the New Lender for the purposes of Clause 38.2 (Addresses) are
set out in Schedule A to this Transfer Agreement.
	 
	4.	 	The New Lender confirms to the other Finance Parties represented by the
Agent that it will assume the same obligations to those Parties as it
would have been under if it was an initial Lender listed in Schedule 1.
	 
	5.	 	The Existing Lender and the New Lender agree that any amounts to be paid
by the Agent after the Transfer Date will be paid to the New Lender.
	 
	6.	 	This Transfer Agreement is governed by French law. The Tribunal of
Commerce of Paris shall have jurisdiction in relation to any dispute
concerning it.



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SCHEDULE A




	1.	 	Existing Lender:
	 
	2.	 	New Lender:
	 
	3.	 	Transfer Date:
	 
	4.	 	Existing Lender’s Participation in the Term Facilities:
	 



	 	 	(a)	Existing Lender’s Term A1 Commitment	Portion Transferred
	 
	 	 	(b)	Existing Lender’s Term A2 Commitment	Portion Transferred
	 
	 	 	(c)	Existing Lender’s Term B Commitment	Portion Transferred
	 



	5.	 	Term Advances:
	 



	 	 	(a)	Term A1 Advances
	 
	 	 	Amount of Existing Lender’s Participation	Interest Period  Portion Transferred
	 
	 	 	(b)	Term A2 Advances
	 
	 	 	Amount of Existing Lender’s Participation	Interest Period   Portion
Transferred
	 
	 	 	(c)	Term B Advances
	 
	 	 	Amount of Existing Lender’s Participation 	Interest Period   Portion
Transferred


	 
	6.	 	Existing Lender’s Participation in the Revolving Facility:
	 
	 	 	Existing Lender’s Revolving 1 Commitment	Portion Transferred
	 
	 	 	Existing Lender’s Revolving 2 Commitment	Portion Transferred
	 
	7.	 	[Each New Lender which is or will be a Hedge Counterparty, by executing
this Transfer Agreement, undertakes and agrees to be bound by the terms of
Clause 22.30 of the Credit Agreement as a Hedge Counterparty and further
agrees to procure that, if any of its affiliates becomes a Hedge
Counterparty, such affiliate shall accede to the Credit Agreement and
agree in writing to undertake and be bound by Clause 22.30 of the Credit
Agreement.]




	 	 	 
	[Existing Lender]


By:	 	
[New Lender]


By:
	 	 	 
	Date:	 	
Date:



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Administrative Details of New Lender


Facility Office:


Address:


Fax:


Telephone:


Contact Name:


Notice Details:


Address:


Fax:


Telephone:


Contact Name:


Account for Payments in dollars:


Address:


Fax:


Telephone:


Contact Name:


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SCHEDULE 3



Conditions Precedent




	A.	 	Corporate Documents
	 
	1.	 	In relation to any Obligor:
	 
	 	 	(a)	a certificate of incorporation for each Obligor incorporated
outside France and a K-bis extract for each Obligor incorporated in
France, not more than one month old;
	 
	 	 	(b)	copies, certified by an Authorised Signatory of each Obligor as
being true, complete and up to date, of the constitutional documents
of such Obligor;
	 
	 	 	(c)	copies or extracts, certified by an Authorised Signatory of
each Obligor and each Group member granting a Security as being true,
complete and up to date and in full force and effect and confirming
the same have not been superseded, of the resolutions by the board of
directors of such Obligor authorising (to the extent required by law
or by the constitutional documents of such Obligor or Group member)
the execution, delivery and performance of the Finance Documents to
which such Obligor or Group member is a party and approving the terms
and conditions thereof in accordance inter alia with Article L.225-35
of the French Code de commerce and authorising a person or persons to
sign each Finance Document and any documents to be delivered by such
Obligor pursuant thereto;
	 
	 	 	(d)	evidence that the signatory of each Finance Document on behalf
of an Obligor is an Authorised Signatory of such Obligor.
	 
	2.	 	In relation to Genesys Conferencing Ltd:
	 
	 	 	(a)	a copy of the memorandum and articles of association
(reflecting the alteration contained in the resolution of Genesys
S.A. dated 20 April 2001), certified as true and up to date;
	 
	 	 	(b)	written resolution of Genesys S.A., sole member of Genesys
Conferencing Ltd, amending the articles of association.
	 
	3.	 	The Group Structure Chart (showing all members of the Group, assuming
that the Acquisition is completed).
	 
	4.	 	To the extent not delivered under A1 or A2 the constitutional documents
of each Group member whose shares are subject to a Security or which grant
a Security.
	 
	B.	 	Accounts and Reports
	 
	1.	 	The Budget and Business Plan for 2001 through 2006 signed by an
Authorised Signatory of Genesys S.A. in form and substance satisfactory to
the Arrangers.



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	2.	 	The Due Diligence Reports together with any reliance letter issued in
connection therewith provided that such reliance letters are addressed to
the Arrangers and shall be in form and substance satisfactory to the
Arrangers.
	 
	3.	 	A copy, certified a true copy by an Authorised Signatory of the
applicable Borrower, of the audited financial statements of each of the
Borrowers for the year ended 31 December 2000, together with a side letter
of the auditors confirming that, if the acquisition and the Astound’s
Acquisition are completed, these accounts will be certified without any
reserve after the shareholders’ board meeting of Genesys S.A.
	 
	4.	 	A copy, certified a true copy by an Authorised Signatory of the
applicable Borrower, of the unaudited quarterly statements (comprising
sales, gross margin, EBIT and EBITDA) of each of the Borrowers for the
period ended 31 March 2001.
	 
	5.	 	Evidence that the Consolidated Cash of the Group at the Closing Date is
on a pro forma basis at least USD 7,000,000 assuming the following:





	 	 	(a)	any Intra-Group Loans are entered into;
	 
	 	 	(b)	the reimbursement of all Vialog Corporation’s short term debt
is made,
	 
	 	 	(c)	the Astound’s Acquisition is completed, and
	 
	 	 	(d)	all payments to be made on the Closing Date are made.





	6.	 	Evidence on the Closing Date that the consolidated Financial Indebtedness
of the Group is not more than (i) USD 90,000,000 drawn under the
Facilities, (ii) USD 35,000,000 of debt linked of Genesys S.A., (iii) any
Existing Financial Indebtedness, and (iv) the Convertible Bonds
Indebtedness.
	 
	7.	 	Evidence that the pro forma consolidated EBITDA (excluding pro forma
synergy savings) for the year ended 31 December 2000 for the Group is at
least USD 26,600,000.
	 
	8.	 	Evidence that the consolidated shareholders’ equity for the Group at the
Closing Date is at least USD 225,000,000.
	 
	C.	 	Acquisition Documents and Related Matters
	 
	1.	 	An executed copy, certified by an Authorised Signatory of Genesys S.A. as
true, complete and up-to-date, of the Acquisition Agreement.
	 
	2.	 	Certificate to the effect that the Acquisition has been completed,
substantially in accordance with the terms of the Acquisition Documents,
subject only to the filing of a certificate of merger at the Closing Date.
	 
	3.	 	Certificate to the effect that Genesys S.A. will, upon merger of Vialog
Corporation and ABC Corporation, own all of the outstanding shares of
Vialog Corporation.
	 
	4.	 	Evidence that the Acquisition will be financed only by the issuance of
shares or ADSs of Genesys S.A., without any payment in cash, except for a
maximum amount of
USD 1,500,000 to be paid in connection with residuals (rompus) and/or
dissenters’ rights, if any.



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	5.	 	Evidence that, without limiting the generality of the foregoing, as a
result of and after giving effect to the transactions envisaged herein, no
Group member shall have any Financial Indebtedness outstanding (other than
Existing Financial Indebtedness) and that, without limiting of the
generality of the foregoing, all Financial Indebtedness outstanding (other
than Existing Financial Indebtedness) of any Group member will be paid in
full and all Encumbrances (other than Permitted Encumbrances) and
guarantees have been or will be, concurrently with the making of the first
Advance hereunder, terminated and discharged.
	 
	6.	 	Evidence that all governmental and regulatory consents and other
clearances (including, but not limited to, tax clearances) and all third
party consents and approvals necessary or desirable in connection with the
Acquisition have been obtained including, but not limited to:
	 
	 	 	•	the consents and clearances which are conditions precedent
pursuant to the Acquisition Documents in respect of the closing of
the Acquisition (other than any COB approval and the filing of the
merger certificate in respect of the Acquisition); and
	 
	 	 	•	a letter from Ernst & Young addressed to the Arrangers
confirming the ability for Vialog Corporation to fully deduct the
interest arising under the Facilities relating to, inter alia, the
“earning stripping”.
	 
	D.	 	Other Financing Documents
	 
	1.	 	Evidence that the Intra-Group Loan made (or to be made or subsisting on
the Closing Date) between Genesys S.A. and Vialog Corporation exists and
is subordinated as required by the terms of the Agreement.
	 
	2.	 	A funds flow statement in a form agreed to by the Arrangers or Agent
detailing the proposed movement of funds on the Closing Date.
	 
	3.	 	A Certificate of Genesys S.A. relating to the estimation of the
Acquisition Costs.
	 
	4.	 	A memorandum prepared by the legal counsel to Genesys S.A. describing the
procedure by Vialog Corporation to defease its bonds and an undertaking by
Vialog Corporation that its bonds will be defeased within 30 days of the
date hereof.
	 
	E.	 	Security, Guarantee and Priority Documents
	 
	1.	 	The Security Documents duly executed and delivered by the relevant
Obligors granting, evidencing or pursuant to which the security will be
granted and enforceable.
	 
	2.	 	Share certificates in relation to the shares in Group members which have
been pledged and are evidenced by share certificates (i.e. share
certificates of Genesys Conferencing AB, Genesys Conferencing Inc. and
Genesys Conferencing Ltd. (to be provided by Fortis Bank N.V./S.A. after
repayment of the USD 35,000,000 loan with respect to the
shares of Genesys Conferencing Inc. and Genesys Conferencing Ltd.) and the
ABCD Merger stock certificate with respect to Vialog Corporation.
	 
	3.	 	Stock transfer form signed by Genesys Conferencing UK Ltd.



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	4.	 	Copy of the register of members of Genesys Conferencing Ltd. and the
share registry of Genesys Conferencing AB.
	 
	F.	 	Legal Opinions
	 
	 	 	Legal Opinions, dated the Closing Date, of:
	 
	 	 	(i)	Clifford Chance, Paris, the Arrangers’ and Agent’s counsel;
	 
	 	 	(ii)	Cleary, Gottlieb, Steen and Hamilton, Paris, Genesys S.A.’s
counsel;
	 
	 	 	(iii)	Clifford Chance Rogers & Wells, the Arrangers’ and Agent’s New
York counsel;
	 
	 	 	(iv)	Mirrick O’Connell, Vialog Corporation’s Massachusetts counsel;
	 
	 	 	(v)	Clifford Chance, London, the Arranger’s and Agent’s counsel;
and
	 
	 	 	(vi)	Advokatfirman Vinge, Sweden, the Arranger’s and Agent’s
counsel;
	 
	 	 	in each case in form and substance satisfactory to the Arrangers.
	 
	G.	 	Miscellaneous
	 
	1.	 	A certificate of a duly authorised officer of each of the Borrowers
confirming that the aggregate of all Financial Indebtedness of such
company together with the maximum amount of the Facilities, does not and
would not if fully drawn or utilised, exceed any borrowing limit in that
company’s constitutive documents or any other agreement to which that
company is a party and confirming that the transactions contemplated by
and the entering into of the Finance Documents will not contravene any
other provision of that company’s constitutional documents.
	 
	2.	 	A list of Genesys S.A. confirming which companies within the Group are
Material Subsidiaries.
	 
	3.	 	A certificate of duly authorised officers of each of the Borrowers
confirming that there is no Event of Default or Potential Event of
Default.
	 
	4.	 	A list certified by a director of Genesys S.A., of the declared
shareholders of Genesys S.A. owning more than 5% of the share capital of
Genesys S.A based on the most recent available information.
	 
	5.	 	A written confirmation by Genesys S.A. that it will be possible for the
Arrangers to use the Wainhouse Report for the syndication.
	 
	6.	 	Evidence that the fees required to be paid by each of the Borrowers
pursuant to Clause 24.2 (Arrangement fee) have been paid.
	 
	7.	 	A Market Flex and Clear Market Letter duly executed by each of the
Borrowers.
	 
	 	 	For the purposes of Schedule 3 “evidence” means a written opinion, a
certificate or a written attestation by the auditors, counsel or
Authorised Signatory of the Borrowers.



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SCHEDULE 4 A



Notice of Drawdown


	From:	[Insert name of Borrower]
	 
	To:	[Insert name of Agent]
	 
	Dated:
	 
	Dear Sirs,
	 



	1.	 	We refer to the agreement (the “Credit Agreement”) dated [...] and made
between, inter alia, Genesys S.A. and Vialog Corporation as borrowers, BNP
Paribas as agent and security agent and the financial institutions named
therein as Lenders. Terms defined in the Credit Agreement shall have the
same meaning in this notice.
	 
	2.	 	This notice is irrevocable.
	 
	3.	 	We hereby give you notice that, pursuant to the Credit Agreement, we wish
the Lenders to make a [Term]/[Revolving] Advance as follows:
	 
	 	 	(a)	Borrower:
	 
	 	 	(b)	[principal]/[face] amount;
	 
	 	 	(c)	Utilisation Date:
	 
	 	 	(d)	[Interest Period] /[Term];
	 
	 	 	(e)	[Repayment Date]
	 
	4.	 	We confirm that, at the date hereof, the Repeated Representations are
true and no Event of Default [or Potential Event of Default] is
continuing.
	 
	5.	 	The proceeds of this drawdown should be credited to [insert account
details].




Yours faithfully



.............................

Authorised Signatory

for and on behalf of

[Insert name of Borrower]



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SCHEDULE 4 B



Selection Notice


	From:	[Insert name of Borrower]
	 
	To:	[Insert name of Agent]
	 
	Dated:
	 
	Dear Sirs,
	 



	1.	 	We refer to the agreement (the “Credit Agreement”) dated [...] 2001 and
made between, inter alia, a group of borrowers including Genesys S.A., BNP
Paribas as agent and security agent and the financial institutions named
therein as Lenders. Terms defined in the Credit Agreement shall have the
same meaning in this notice.
	 
	2.	 	We particularly refer to the Term Advance drawn on [relevant Utilisation
	 
	 	 	Date] with an Interest Period ending on [...].
	 
	3.	 	We hereby request that the next Interest Period for the above Term
Advance is [...].
	 
	4.	 	We confirm that, at the date hereof, the Repeated Representations are
	 
	 	 	true and no Event of Default or Potential Event of Default is continuing.
	 
	5.	 	This notice is irrevocable.



Yours faithfully



.............................

Authorised Signatory

for and on behalf of

[Insert name of Borrower]



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SCHEDULE 5



Form of Compliance Certificate



	To:	[Insert name of Agent]
	 
	Date:
	 
	Dear Sirs,
	 



	1.	 	We refer to an agreement (the “Credit Agreement”) dated April [20] 2000
and made between, inter alia, a group of borrowers including Genesys S.A.,
BNP Paribas as agent and security agent, the financial institutions
defined therein as Lenders and others.
	 
	2.	 	Terms defined in the Credit Agreement shall bear the same meaning herein.
	 
	3.	 	We confirm that:
	 
	4.	 	[to be given by Auditors: we are independent auditors in respect of
Genesys S.A. and attached hereto is a copy of Genesys S.A. annual
consolidated audited financial statements in respect of which we have
issued our audit report]
	 
	5.	 	[to be given by Auditors: we are independent auditors in respect of
Genesys S.A. and attached hereto is a copy of Genesys S.A. semi-annual
consolidated unaudited financial statements in respect of which we have
completed a limited review in accordance with our professional rules (it
being understood that such limited review does not constitute an audit
[insert other customary disclaimers as auditors may deem fit].]
	 
	6.	 	[to be given by Genesys S.A.: we confirm that the following companies
constitute Material Subsidiaries for the purposes of the Credit Agreement:
[...].]
	 
	7.	 	[to be given by Genesys S.A.: we confirm that the aggregate tangible net
worth of the Guarantors (in each case calculated on an unconsolidated
basis and excluding all intra-Group items and investments in subsidiaries
of any member of the Group) exceeds [...] % of the Total Assets of the
Group].
	 
	8.	 	[to be given by Genesys S.A. or Vialog Corporation, as the case may be:
we confirm that no Event of Default or Potential Event of Default was
continuing unremedied or unwaived on [...] [other than [...] ].
	 
	9.	 	[to be given by Genesys S.A. or Vialog Corporation, as the case may be:
we confirm that the Repeated Representations were true in all material
respects on [specify year end or quarter end date to which certificate
relates] [other than [...]].
	 
	10.	 	A detailed calculation of any amounts due pursuant to Clause 12 (Mandatory
Prepayment).




	 	 	 	 	 
	[Signed:	........................	 	...........................
	 	Director

of
[Insert name of Genesys S.A.]	 	Director

of

[Insert name of Genesys S.A.]



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or


.....................


for and on behalf of


[name of auditors of Genesys S.A.]


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SCHEDULE 6



Additional Conditions Precedent




	1.	 	A copy, certified as at the date of the Guarantor a true and up-to-date
copy by an Authorised Signatory of the Additional Guarantor, of the
constitutional documents of such proposed Additional Guarantor.
	 
	 	 	A certificate of incorporation for the Additional Guarantor and a K-bis
extract for French Additional Guarantor no more than one month old.
	 
	2.	 	To the extent required by law or the applicable constitutional documents
of the Guarantor, a certified copy or extract of any board resolution of
such Additional Guarantor approving the execution and delivery of a
Guarantee the performance of its obligations as guarantor and authorising
a named person or persons to sign such a Guarantee, any other Finance
Document and any other documents to be delivered by such Additional
Guarantor pursuant thereto.
	 
	3.	 	A certificate of an Authorised Signatory of the Additional Guarantor
setting out the names and signatures of the person or persons authorised
to sign, on behalf of such proposed Additional Guarantor, the Guarantee,
any other Finance Documents and any other documents to be delivered by
such Additional Guarantor pursuant thereto.
	 
	4.	 	A copy of the Guarantee duly signed by the proposed Additional Guarantor
in form and substance satisfactory to the Security Agent.
	 
	5.	 	A copy, certified a true copy by an Authorised Signatory of the
Additional Guarantor, of its latest financial statements.
	 
	6.	 	If the Additional Guarantor is incorporated in a jurisdiction other than
France, an opinion of the Lenders’ local counsel in the relevant
jurisdiction in form and substance satisfactory to the Agent.
	 
	7.	 	An opinion of Clifford Chance, counsel to the Agent, in form and
substance satisfactory to the Security Agent.
	 
	8.	 	An opinion of in-house counsel to the Borrowers, in form and substance
satisfactory to the Security Agent.



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SCHEDULE 7



List of Guarantors




		
	(i)	Genesys S.A.
	 
	(ii)	Vialog Corporation
	 
	(iii)	Vialog Subsidiaries
	 
	(iv)	Genesys Conferencing, Inc.



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SCHEDULE 8



Mandatory Costs




	1.	 	The Mandatory Cost is an addition to the interest rate to compensate
Lenders for the cost of compliance with (a) the requirements of the
Financial Services Authority (or, in either case, any other authority
which replaces all or any of its functions) or (b) the requirements of the
European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible
thereafter) the Agent shall calculate, as a percentage rate, a rate (the
“Additional Cost Rate”) for each Lender, in accordance with the paragraphs
set out below. The Mandatory Cost will be calculated by the Agent as a
weighted average of the Lenders’ Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant
Facilities) and will be expressed as a percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Facility Office in
a state which has adopted the euro will be the percentage notified by that
Lender to the Agent as the cost of complying with the minimum reserve
requirements of the European Central Bank.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Facility Office in
the United Kingdom will be calculated by the Agent as follows:
	 
	 	 	in relation to a Facility in any currency other than sterling:





	 	 
	E x 0.01	 
	
	per cent. per annum.
	300	 





	 	 	Where:
	 
	 	 	E	is the rate of charge payable by that Lender to the Financial
Services Authority pursuant to the Fees Regulations (but, for this
purpose, ignoring any minimum fee required pursuant to the Fees
Regulations) and expressed in pounds per £1,000,000 of the Fee Base
of that Lender.
	 
	5.	 	For the purposes of this Schedule:
	 
	 	 	(a)	"Fees Regulations” means the Banking Supervision (Fees)
Regulations 2000 of United Kingdom or such other law or regulation as
may be in force from time to time in respect of the payment of fees
for banking supervision; and
	 
	 	 	(b)	"Fee Base” has the meaning given to it, and will be calculated
in accordance with, the Fees Regulations.
	 
	6.	 	Each Lender shall supply any information required by the Agent for the
purpose of calculating its Additional Cost Rate. In particular, but
without limitation, each Lender shall supply the following information in
writing on or prior to the date on which it becomes a Lender:
	 
	 	 	(a)	its jurisdiction of incorporation and the jurisdiction of its
Facility Office; and



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	 	 	(b)	any other information that the Agent may reasonably require for
such purpose.
	 
	 	 	Each Lender shall promptly notify the Agent in writing of any change to
the information provided by it pursuant to this paragraph.
	 
	7.	 	The percentages or rates of charge of each Lender for the purpose of E
above shall be determined by the Agent based upon the information supplied
to it pursuant to paragraph 6 above and on the assumption that, unless a
Lender notifies the Agent to the contrary, each Lender’s obligations in
relation to cash ratio deposits, the Fees Regulations are the same as
those of a typical bank from its jurisdiction of incorporation with a
Facility Office in the same jurisdiction as its Facility Office.
	 
	8.	 	The Agent shall have no liability to any person if such determination
results in an Additional Cost Rate which over or under compensates any
Lender and shall be entitled to assume that the information provided by
any Lender pursuant to paragraphs 3 and 6 above is true and correct in all
respects.
	 
	9.	 	The Agent shall distribute the additional amounts received as a result of
the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate
for each Lender based on the information provided by each Lender pursuant
to paragraphs 3 and 6 above.
	 
	10.	 	Any determination by the Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
to a Lender shall, in the absence of manifest error, be conclusive and
binding on all Parties.
	 
	11.	 	The Agent may from time to time, after consultation with the Borrowers
and the Lenders, determine and notify to all Parties any amendments which
are required to be made to this Schedule in order to comply with any
change in law, regulation or any requirements from time to time imposed by
the Financial Services Authority or the European Central Bank (or, in any
case, any other authority which replaces all or any of its functions) and
any such determination shall, in the absence of manifest error, be
conclusive and binding on all Parties.
	 
	12.	 	Notwithstanding anything to the contrary contained herein or in the
Agreement to which this Schedule is attached, no Lender shall charge or
pass on to any Borrower any Mandatory Cost unless (and then only to the
extent) such Lender customarily charges or passes on Mandatory Costs to
its corporate clients.



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SCHEDULE 9



Financial Definitions




	1.	 	Financial Definitions
	 
	 	 	In Clause 21 (Financial Condition) the following terms have the following
meanings.
	 
	 	 	“Capital Expenditure” means any expenditure or obligations in respect of
expenditure (including any obligation in respect of the capital element of
any Finance Lease) for the acquisition of equipment, fixed assets, real
property, intangible assets and other assets of a capital nature, or for
the replacements or substitutions therefor or additions or improvements
thereto, that in any such case have a useful life of more than one year
together with costs incurred in connection therewith.
	 
	 	 	“Cash” means, at any time, cash at bank denominated in dollars and
credited to an account in the name of any member of the Group with an
Eligible Deposit Lender and to which the Obligor alone entitled and for so
long as (a) such cash is repayable on demand and (b) repayment of such
cash is not contingent on the prior discharge of any other indebtedness of
any Group member or of any other person whatsoever or on the satisfaction
of any other condition.
	 
	 	 	“Consolidated Cash Flow” means, in respect of any Relevant Period, EBITDA
of the Group after adding back:
	 
	 	 	(a)	any decrease in the amount of Working Capital; and
	 
	 	 	(b)	any cash receipt in respect of any exceptional or extraordinary
item;
	 
	 	 	and deducting:
	 
	 	 	(i)	any amount of Capital Expenditure actually made by any member
of the Group;
	 
	 	 	(ii)	any increase in the amount of Working Capital;
	 
	 	 	(iii)	any amount actually paid or due and payable in respect of
taxes on the profits of any member of the Group; and
	 
	 	 	(iv)	any cash payment in respect of any exceptional or extraordinary
item,
	 
	 	 	and no amount shall be included or excluded more than once.
	 
	 	 	“Consolidated Debt Service” means, in respect of any Relevant Period, the
aggregate of:
	 
	 	 	(a)	Consolidated Net Interest Expense; and
	 
	 	 	(b)	the aggregate of scheduled and mandatory payments of any
Financial Indebtedness falling due (but excluding any amounts falling
due under the
Revolving Facility other than any payments required to be made in
permanent reduction of the Revolving Facility).



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	 	 	“Consolidated EBITDA” means, in any Relevant Period, the EBITDA of the
Group.
	 
	 	 	“Consolidated Net Interest Expense” means, in respect of any Relevant
Period, the aggregate amount of the interest (including the interest
element of leasing and hire purchase payments) commission, fees, discounts
and other finance payments payable by any member of the Group,
	 
	 	 	including any commission, fees, discounts and other finance payments
payable by any member of the Group under any interest rate hedging
arrangement,
	 
	 	 	but deducting (a) any commission, fees, discounts and other finance
payments receivable by any member of the Group under any interest rate
hedging instrument permitted by this Agreement, (b) any interest
receivable by any member of the Group on any deposit or bank account.
	 
	 	 	For the avoidance of doubt, any amount corresponding to the amortisation
of the transaction expenses (including fees) relating to the Acquisition
or this Agreement will be excluded from the scope of this definition.
	 
	 	 	“Consolidated Net Indebtedness” means, at any time (without double
counting), the aggregate indebtedness of any Group member constituting
Financial Indebtedness but:
	 
	 	 	(a)	excluding such Indebtedness of any Group member to another
Group member to the extent permitted under this Agreement; and
	 
	 	 	(b)	deducting the Cash held by the Group at such time.
	 
	 	 	“Current Assets” means the aggregate of inventory, trade and other
receivables of each member of the Group including sundry debtors (but
excluding cash at bank [and Cash Equivalent Investments]) maturing within
twelve months from the date of computation and excluding amounts due from
Vialog Corporation in connection with the Acquisition.
	 
	 	 	“Current Liabilities” means the aggregate of all liabilities (including
trade creditors, accruals and provisions and prepayments) of each member
of the Group falling due within twelve months from the date of computation
but excluding consolidated aggregate Financial Indebtedness of the Group
falling due within such period and any interest accruing on such Financial
Indebtedness due in such period and excluding amounts due to the Vendors
in connection with the Acquisition.
	 
	 	 	“EBIT” means, in respect of any Relevant Period, the consolidated net
income of the Group before:
	 
	 	 	(a)	any provision on account of taxation;
	 
	 	 	(b)	any interest (including capitalised interest), commission,
discounts or other fees incurred or payable, received or receivable
by any member of the Group in respect of Financial Indebtedness;
	 
	 	 	(c)	any amounts received or paid pursuant to the interest hedging
arrangements entered into in respect of the Facilities;




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	 	 	(d)	any items treated as exceptional or extraordinary items;
	 
	 	 	(e)	any amount attributable to goodwill arising on the Acquisition,
	 
	 	 	“EBITDA” means, for any Relevant Period, EBIT before any amount
attributable to amortisation of intangible assets (including goodwill if
not already covered by the definition of EBIT) and depreciation of
tangible assets and amortisation, or the writing off of transaction
expenses in relation to the Acquisition (to the extent, in each case,
deducted in calculated EBIT).
	 
	 	 	“Eligible Deposit Lenders” means any bank or financial institution with a
short term rating of at least A1 granted by Standard and Poors Corporation
or P1 granted by Moody’s Investors Services, Inc.
	 
	 	 	“Excess Cash Flow” means, in respect of any Relevant Period, the
difference between Consolidated Cash Flow and the Consolidated Debt
Service.
	 
	 	 	“Financial Quarter” means the period commencing on the day after one
Quarter Date and ending on the next Quarter Date.
	 
	 	 	“Fixed Assets” means the aggregate of property and machinery of each
member of the Group excluding property or machinery which a member of the
Group buys or sells in the ordinary course of business of such member of
the Group.
	 
	 	 	“Intangible Assets” means the goodwill and all IP Licences and
Intellectual Property Rights of each member of the Group.
	 
	 	 	“Quarter Date” means each of 31 March, 30 June, 30 September and 31
December.
	 
	 	 	“Relevant Period” means each period of twelve months ending on the last
day of each Financial Quarter of Genesys S.A.’s financial year provided
however that the Relevant Period ending on 31 December 2001 shall be the
period from 1st April 2001 to 31st December 2001.
	 
	 	 	“Total Assets” means at any time the aggregate of the Current Assets, the
Fixed Assets and the Intangible Assets of the Group.
	 
	 	 	“Working Capital” means on any date Current Assets less Current
Liabilities.



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SIGNATURES



The Borrowers


GENESYS S.A.



		
	/s/	François Legros
	By:	François Legros
	 
	Address:	4, rue Jules Ferry

BP 1145

34008 Montpellier Cedex 1

France
	 
	Tel:	+ 33.4.67.06.27.67
	 
	Fax:	+ 33.4.67.06.27.90
	 
	Attention:	Chairman and Chief Executive Officer
	 
	Copy:	General Counsel



VIALOG CORPORATION



		
	/s/	Kim Mayyasi
	By:	Kim Mayyasi
	 
	Address:	32, Crosby Drive

Bedford, MA 01730

United States of America
	 
	Tel:	(718).761.6200

	 
	Fax:	(718).761.6300
	 
	Attention:	President and Chief Executive Officer
	 
	Copy:	General Counsel



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	The Arrangers	 	 
	 
	BNP PARIBAS	 	 
	 
	/s/     Christophe Lenouvel
	By:   Christophe Lenouvel
	 
	Address:	1)	16, boulevard des Italiens

75009 Paris

France
	 
	 	2)	ref 384

37, place du Marché Saint-Honoré

75031 Paris Cedex 01
	 
	Tel:	 	+ 33.1.42.98.75.50
	 
	Fax:	 	+ 33.1.42.98.43.17
	 
	Attention:	 	Sergio Collavini




CIBC WORLD MARKETS PLC


			
	 
	/s/     Heinz Noeding
	By:   Heinz Noeding
	 
	(1)	 	Credit Matters
	 
	(i)  Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Tel:	 	+ 44.207.234.6941
	 
	Fax:	 	+ 44.207.234.7115
	 
	Mail: 	 	heinz.noeding@cibc.co.uk (Attention: Heinz Noeding)
	 
	(ii) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Tel:	 	+ 44.207.234.6854
	 
	Fax:	 	+ 44.207.234.7115
	 
	Email:	 	alastair.brown@cibc.co.uk (Attention: Alastair Brown)



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	(2)	 	Operations/Administration
	 
	(i) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Fax:	 	+ 44.207.234.6406
	 
	Email:	 	amy.bickford@cibc.co.uk (Attention: Amy Bickford)
	 
	(ii) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Fax:	 	+ 44.207.234.6433
	 
	Attention:	 	Brian Hayden




FORTIS BANK N.V./S.A.



			
	/s/     Christian Van der Stichele
	By:   Christian Van der Stichele
	 
	Address:	 	Montagne du Parc 3

B-10000 Brussels

Belgium
	 
	Tel:	 	+ 32.2.518.2074
	 
	Fax:	 	+ 32.2.518.4779
	 
	E-mail: 	 	benoit.melot@fortisbank.com
	 
	Attention:	 	Benoît Mélot


Deputy Director



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	The Agent
	 
	BNP PARIBAS
	 
	/s/     Cécile Bloy
	By:   Cécile Bloy
	 
	(1)	 	Credit and Documentation Matters
	 
	(i) Address:	 	Ref 384

37, place du Marché Saint-Honoré

75031 Paris Cedex 01
	Tel:	 	 00.33.1.42.98.75.50
	 
	Fax:	 	00.33.1.42.98.43.17
	 
	Attention:	 	Sergio Collavini

Senior Agency Administrator
	 
	(ii) Address:	 	Ref 384

37, place du Marché Saint-Honoré

75031 Paris Cedex 01

France
	 
	Tel:	 	00.33.1.42.98.19.24
	 
	Fax:	 	00.33.1.42.98.43.17
	 
	Attention:	 	Paulette Privat

Agency Administrator
	 
	(2)	 	Operational Matters
	 
	(i) Address:	 	16 boulevard des Italiens

75009 Paris

France
	 
	Tel.:	 	00.33.1.42.98.57.24
	 
	Fax:	 	00.33.1.42.98.04.61
	 
	Attention:	 	Benoit Danga



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The Security Agent


BNP PARIBAS


/s/     Cécile Bloy

By:   Cécile Bloy



			
	(1)	 	Credit and Documentation Matters
	 
	(i) Address:	 	 Ref 384

37, place du Marché Saint-Honoré

75031 Paris Cedex 01
	 
	Tel:	 	00.33.1.42.98.75.50
	 
	Fax:	 	00.33.1.42.98.43.17
	 
	Telex:	 	 
	 
	Attention:	 	Sergio Collavini

Senior Agency Administrator
	 
	(ii) Address:	 	Ref 384

37, place du Marché Saint-Honoré

75031 Paris Cedex 01

France
	 
	Tel:	 	00.33.1.42.98.19.24
	 
	Attention:	 	00.33.1.42.98.43.17
	 
	Attention:	 	Paulette Privat

Agency Administrator
	 
	(2)	 	Operational Matters
	 
	(i) Address:	 	16 boulevard des Italiens

75009 Paris

France
	 
	Tel.:	 	00.33.1.42.98.57.24
	 
	Fax:	 	00.33.1.42.98.04.61
	 
	Attention:	 	Benoit Danga



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The Lenders


BNP PARIBAS



			
	/s/     Cécile Bloy
	By:   Cécile Bloy
	 
	Address:	1)	16, boulevard des Italiens

75009 Paris

France
	 
	 	2)	ref 384

37, place du Marché Saint-Honoré

75031 Paris Cedex 01
	 
	Tel:	 	+ 33.1.42.98.75.50
	 
	Fax:	 	+ 33.1.42.98.43.17
	 
	Attention:	 	Sergio Collavini



CIBC WORLD MARKETS PLC


			
	 
	/s/     Heinz Noeding
	By:   Heinz Noeding
	 
	(1) 	 	Credit Matters
	 
	(i) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Tel:	 	+ 44.207.234.6941
	 
	Fax:	 	+ 44.207.234.7115
	 
	Mail:	 	heinz.noeding@cibc.co.uk (Attention: Heinz Noeding)
	 
	(ii) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Tel:	 	+ 44.207.234.6854



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	Fax:	 	+ 44.207.234.7115
	 
	Email:	 	alastair.brown@cibc.co.uk (Attention: Alastair Brown)
	 
	(2)	 	Operations/Administration
	 
	(i) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Fax:	 	+ 44.207.234.6406
	 
	Email:	 	amy.bickford@cibc.co.uk (Attention: Amy Bickford)
	 
	(ii) Address:	 	Cottons Centre

Cottons Jane

London

England SE1 2 QL
	 
	Fax:	 	+ 44.207.234.6433
	 
	Attention:	 	Brian Hayden
	 
	Email:	 	brian.hayden@cibc.co.uk (Attention: Brian Hayden)



FORTIS BANQUE FRANCE S.A.



			
	/s/     Christian Van der Stichele
	By:   Christian Van der Stichele
	 
	Address:	 	56, rue du Châteaudun

75009 Paris

France
	 
	Tel:	 	+ 33.1.42.80.85.36
	 
	Fax:	 	+ 33.1.42.80.87.86
	 
	E-mail:	 	dominique.pestre@fortisbanque.fr
	 
	Attention:	 	Dominique Pestre




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	C L I F F O R D	LIMITED LIABILITY PARTNERSHIP
	C H A N C E	 




 


EXECUTION COPY


 


 


DATED 19 NOVEMBER 2001


 




VIALOG CORPORATION

as Term A1, Term B and Revolver 1 Borrower


 


GENESYS S.A.

as Term A2 and Revolver 2 Borrower


 


BNP PARIBAS

as Agent


 


And


 


BNP PARIBAS

as Security Agent


 


And


 


OTHERS










AMENDMENT AGREEMENT

RELATING TO A

FACILITY AGREEMENT

DATED 20 APRIL 2001







 


 


 


- 1 -



1










Table of Contents



THIS AGREEMENT is made on 19 November 2001



BETWEEN




	 	 
	(1)	
VIALOG CORPORATION in its capacity as borrower under the Term A1
Facility, Term B Facility and the Revolving 1 Facility (“Vialog
Corporation” and together with Genesys S.A. the “Borrowers”);
	 
	(2)	
GENESYS S.A. in its capacity as borrower under the Term A2 Facility and
the Revolving 2 Facility (“Genesys S.A.”);
	 
	(3)	
BNP PARIBAS as agent for and on behalf of the Lenders (the “Agent”);
	 
	(4)	
BNP PARIBAS as security agent for and on behalf of the Lenders (the
“Security Agent”); and
	 
	(5)	
THE LENDERS (as defined in the Original Facility Agreement).



RECITALS




	 	 
	(A)	
By the Original Facility Agreement, the Lenders have agreed to make the
Facilities available to the Borrowers.
	 
	(B)	
The Borrowers, the Agent, the Security Agent and the Lenders have agreed
to amend the Original Facility Agreement in accordance with the terms
hereof.



IT IS AGREED as follows.




	 	 
	1.	
DEFINITIONS AND INTERPRETATION
	 
	1.1	
Definitions
	 
	 	
In this Agreement:
	 
	 	
“Amended Agreement” means the Original Facility Agreement, as amended by
this Agreement.
	 
	 	
“Effective Date” means 31 October 2001.
	 
	 	
“Original Facility Agreement” means the term and revolving facilities
agreement dated 20 April 2001 between the Borrowers, the Agent, the
Security Agent, BNP Paribas, CIBC World Markets plc and Fortis Bank
N.V./S.A. as arrangers and the Lenders.
	 
	1.2	
Clauses
	 
	 	
In this Agreement any reference to a “Clause” or “Schedule” is, unless the
context otherwise requires, a reference to a Clause or Schedule hereof.
Clause headings are for ease of reference only.




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2. AMENDMENT OF THE ORIGINAL FACILITY AGREEMENT




	 	 
	 	
With effect from the Effective Date the Original Facility Agreement
shall be amended as set out below:
	 
	2.1	
The definitions of A1 Margin, A2 Margin, B Margin, Revolving 1 Margin and
Revolving 2 Margin in Clause 1.1 of the Original Facility Agreement shall
respectively be replaced by the following provisions:
	 
	 	
“A1 Margin” means, in relation to the Term A1 Outstandings and subject to
Clause 5.3 (Term Margin Ratchet), 2.65% per annum.
	 
	 	
“A2 Margin” means, in relation to the Term A2 Outstandings and subject to
Clause 5.3 (Term Margin Ratchet), 2.65% per annum.
	 
	 	
“B Margin” means, in relation to the Term B Outstandings, 3.15% per
annum.
	 
	 	
“Revolving 1 Margin” means, in relation to the Revolving 1 Outstandings
and subject to Clause 7.3 (Revolving Margin Ratchet), 2.65% per annum.
	 
	 	
“Revolving 2 Margin” means, in relation to the Revolving 2 Outstandings
and subject to Clause 7.3 (Revolving Margin Ratchet), 2.65% per annum.
	 
	2.2	
Clause 5.3 of the Original Facility Agreement shall be amended as follows:





	 	 	 	 
	 	“5.3	Term Margin Ratchet
	 
	 	 	5.3.1	Subject to sub-clause 5.3.3, if after the
first anniversary of the date hereof the ratio of
Consolidated Net Indebtedness to Consolidated EBITDA in
respect of the most recent Relevant Period (as defined in
Clause 21 (Financial Condition)) is within the range set out
in column 1 of the margin grid table set out below, then the
A1 Margin and the A2 Margin (expressed per annum) shall be
the percentage per annum set out opposite such range



Margin Grid Table




	 	 	 	 	 
	Column 1	 	Column 2
	Consolidated Net Indebtedness divided by	 	A1 Margin and A2 Margin
	Consolidated EBITDA	 	%
	More than or equal to 2.00 but less than 2.50
	 	 	2.40	 
	More than or equal to 1.50 but less than 2.00
	 	 	2.15	 
	More than or equal to 1.00 but less than 1.50
	 	 	1.90	 
	Less than 1.00
	 	 	1.65	 





	 	 	 	 
	 	 	5.3.2	
Any reduction or increase to the A1 Margin or
the A2 Margin provided for in sub-clause 5.3.1 shall take
effect only in relation to any Advance made or Interest
Period commencing at least 5 Business Days after receipt by
the Agent for the Relevant Period of both (a) (in the case of
a




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Table of Contents




	 	 	 	 
	 	 	 	
Relevant Period ending on the last day of Genesys S.A.’s
financial year) the annual audited financial statements of
the Group in accordance with Clause 19.1 (Annual Statements)
or (in the case of a Relevant Period ending on the last day
of Genesys S.A.’s half financial year) the semi-annual
financial statements of the Group in accordance with Clause
19.2 (Semi-Annual Statements) or (in the case of a Relevant
Period ending on the last day of any other Financial Quarter
of Genesys S.A.) quarterly financial statements of the Group
in accordance with Clause 19.3 (Quarterly Statements) for
such Relevant Period and (b), in each case, a Compliance
Certificate for such Relevant Period pursuant to Clause 19.6
(Compliance Certificates).
	 
	 	 	5.3.3	
If at any time an Event of Default is
continuing, the A1 Margin and the A2 Margin shall be 3.65%
per annum.
	 
	 	 	5.3.4	
If at any time an Event of Default is
continuing, the B Margin shall be 4.15% per annum.
	 
	 	 	5.3.5	
The change to the A1 Margin and the A2 Margin
set out in sub-clause 5.3.3 and the change to the B Margin
set out in sub-clause 5.3.4 shall apply from the date
certified by the Agent (in writing) as the date on which an
Event of Default has occurred or come into existence until
the date certified by the Agent (in writing) as the date by
which such Event of Default is no longer continuing. The
Agent shall give such certification promptly (in any event
within two Business Days) upon occurrence of an Event of
Default or its ceasing to be continuing.”
	 
	2.3 Clause 7.3
of the Original Facility Agreement shall be amended as follows:

	 
	 	“7.3	Revolving Margin Ratchet
	 
	 	 	7.3.1	
Subject to sub-clause 7.3.3, if after the
first anniversary of the date hereof the ratio of
Consolidated Net Indebtedness to Consolidated EBITDA in
respect of the most recent Relevant Period is within the
range set out in column 1 of the margin grid table set out
below, then the Revolving 1 Margin and the Revolving 2 Margin
shall be the percentage per annum set out opposite such
range.




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Margin Grid Table




	 	 	 	 	 
	 	 	Column 2
	Column 1	 	Revolving 1 Margin and
	Consolidated Net Indebtedness	Revolving 2 Margin
	divided by Consolidated EBITDA	 	%
	More than or equal to 2.00 but less than 2.50
	 	 	2.40	 
	More than or equal to 1.50 but less than 2.00
	 	 	2.15	 
	More than or equal to 1.00 but less than 1.50
	 	 	1.90	 
	Less than 1.00
	 	 	1.65	 




	 	 	 	 
	 	 	7.3.2	
Any reduction or increase to the Revolving
Margin provided for in sub-clause 7.3.1 shall take effect
only in relation to any Revolving Advance made at least 5
Business Days after receipt by the Agent for the Relevant
Period of both (a) (in the case of a Relevant Period ending
on the last day of Genesys S.A.’s financial year) the annual
audited financial statements of the Group in accordance with
Clause 19.1 (Annual Statements) or (in the case of the
Relevant Period ending on the last day of Genesys S.A.’s half
financial year) the semi-annual financial statements of the
Group in accordance with Clause 19.2 (Semi-Annual Statements)
or (in the case of the Relevant Period ending on the last day
of any other Financial Quarter of Genesys S.A.) quarterly
financial statements of the Group in accordance with Clause
19.3 (Quarterly Statements) for such Relevant Period and (b),
in each case, a Compliance Certificate for such Relevant
Period pursuant to Clause 19.6 (Compliance Certificates)
	 
	 	 	7.3.3	
If at any time an Event of Default is
continuing the Revolving 1 Margin and the Revolving 2 Margin
shall be 3.65% per annum.
	 
	 	 	7.3.4	
The change to the Revolving 1 Margin and the
Revolving 2 Margin set out in sub-clause 7.3.3 shall apply
from the date certified by the Agent (in writing) as the date
on which an Event of Default has occurred or come into
existence until the date certified by the Agent (in writing)
as the date by which such Event of Default is no longer
continuing. The Agent shall give such certification promptly
(in any event within two Business Days) upon occurrence of an
Event of Default or its ceasing to be continuing.”



3. EFFECTIVE DATE




	 	 
	 	The amendments to the Original Facility Agreement provided above will be
applicable on each Interest Period commencing on or after the Effective
Date with respect to each Advance



- 5 -






Table of Contents




4.  REPRESENTATIONS




	 	 
	 	The Borrowers make the Repeated Representations as if each reference
therein to “the Finance Documents” includes a reference to (a) this
Agreement and (b) the Amended Agreement



5.  CONTINUITY AND FURTHER ASSURANCE




	 	 
	5.1	
Continuing Obligations
	 
	 	
The provisions of the Original Facility Agreement shall, save as amended
hereby, continue in full force and effect.
	 
	5.2	
Further Assurance
	 
	 	
Each of the Borrowers shall, at the request of the Agent and at its own
expense, do all such acts and things necessary or desirable to give effect
to the amendments effected or to be effected pursuant to this Agreement.
	 
	 	The provisions of clause 25.2 (Preservation and Enforcement of Rights),
clause 25.3 (Stamp Taxes), clause 25.4 (Amendment Costs), clause 37
(Remedies and Waiver, Partial Invalidity), clause 41 (Governing Law) and
clause 42 (Jurisdiction) of the Original Facility Agreement shall be
incorporated into this Agreement as if set out in full herein and as if
references therein to “this Agreement” and “the Finance Documents” are
references to this Agreement



- 6 -






Table of Contents



SIGNATURES


 


The Borrowers


GENESYS S.A.


 

/s/     François Legros

By:   François Legros


 

 

VIALOG CORPORATION


 

/s/     Kim Mayyasi

By:   Kim Mayyasi


 

 


The Arrangers


BNP PARIBAS

By:   /s/ Bruno Tassart

          Bruno
Tassart

          Head of
Corporate Acquisition Finance

 

 


CIBC WORLD MARKETS PLC

 

By:   /s/ Bruno Tassart

          Attorney-in-Fact


 

 

FORTIS BANK N.V./S.A.

 

By:   /s/ Bruno Tassart

          Attorney-in-Fact

 

 

 

 

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Table of Contents



The Agent


BNP PARIBAS

 

 

By:     /s/ Bruno Tassart


 

 

The Security Agent


BNP PARIBAS


 

By:     /s/ Bruno Tassart


 

 

The Lenders


BNP PARIBAS


 

By:     /s/ Bruno Tassart


 

 

CIBC WORLD MARKETS PLC


 

By:     /s/ Bruno
Tassart

          Attorney-in-Fact


 

 

FORTIS BANQUE FRANCE S.A.


 

By:     /s/ Bruno
Tassart

          Attorney-in-Fact


 

 

 

 

- 8 -






Table of Contents



IBM Global Financing


 

By:   /s/ Bruno Tassart

          Attorney-in-Fact


 

 

ENTENIAL


 

By:   /s/ Bruno Tassart

          Attorney-in-Fact


 

 

COMMERZBANK


 

 

By:   /s/ Bruno Tassart

          Attorney-in-Fact



 

 

 

 

- 9 -








Table of Contents






 

 



DATED 11 JUNE 2002


GENESYS CONFERENCING INC. (FORMERLY VIALOG CORPORATION)

as Term A1, Term B and Revolver 1 Borrower


 


GENESYS S.A.

as Term A2 and Revolver 2 Borrower


BNP PARIBAS

as Agent


BNP PARIBAS

as Security Agent


And


OTHERS


 


 


 





AMENDMENT N°2

RELATING TO A

FACILITIES AGREEMENT

DATED 20 APRIL 2001

 





 


 


 


 



-1-







Table of Contents



THIS AGREEMENT is made on 11 June 2002


BETWEEN



	(1)	 	GENESYS CONFERENCING INC. (formerly Vialog Corporation) in its capacity
as borrower under the Term A1 Facility, Term B Facility and the Revolving
1 Facility (“GCM” and together with Genesys S.A. the “Borrowers”);
	 
	(2)	 	GENESYS S.A. in its capacity as borrower under the Term A2 Facility and
the Revolving 2 Facility (“Genesys S.A.”);
	 
	(3)	 	BNP PARIBAS as agent for and on behalf of the Lenders (the “Agent”);
	 
	(4)	 	BNP PARIBAS as security agent for and on behalf of the Lenders (the
“Security Agent”); and
	 
	(5)	 	THE LENDERS (as defined in the Original Facilities Agreement).



RECITALS



	(A)	 	Pursuant to the Original Facilities Agreement, the Lenders have agreed to
make the Facilities available to the Borrowers.
	 
	(B)	 	The Borrowers, the Agent, the Security Agent and the Lenders have agreed
to amend the Original Facilities Agreement in accordance with the terms
hereof.



      IT IS AGREED as follows:



	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Amended Agreement” means the Original Facilities Agreement, as amended by
this Agreement.
	 
	 	 	“Effective Date” means 11 June 2002.
	 
	 	 	“Original Facilities Agreement” means the term and revolving facilities
agreement dated 20 April 2001 between the Borrowers, the Agent, the
Security Agent, BNP Paribas, CIBC World Markets plc and Fortis Bank
N.V./S.A. as arrangers and the Lenders, as amended by the Amendment
Agreement N°1 dated 19 November 2001 between the same
parties.



-2-







Table of Contents




	1.2	 	Interpretation
	 



	 	Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Original Facilities Agreement.
	 



	 	 	In this Agreement any reference to a “Clause” or “Schedule” is, unless the
context otherwise requires, a reference to a Clause or Schedule hereof.
Clause headings are for ease of reference only.
	 



	2.	 	AMENDMENT OF THE ORIGINAL FACILITIES AGREEMENT
		 	
	2.1	 	Financial Condition






	 	 	2.1.1 Clause 21.1 (Financial Condition) of the Original Facilities
Agreement is deleted and restated as follows:
	 
	 	 	“Genesys S.A. shall ensure that the financial condition of the Group shall
be such that:
	 
	 	 	21.1.1 Cash Cover: Cash Cover for each Relevant Period specified in column
1 below shall not be less than the ratio set out in column 2 below
opposite such Relevant Period.




	 	 	 	 	 
	Column 1		Column 2
	Relevant Period ending		Ratio
	31 March 2002			1.7	
	
	
	
	

	30 June 2002			1.7	
	
	
	
	

	30 September 2002			2.0	
	
	
	
	

	31 December 2002			1.0	
	
	
	
	

	31 March 2003			1.3	
	
	
	
	

	30 June 2003			1.3	
	
	
	
	

	30 September 2003			1.3	
	
	
	
	

	31 December 2003			1.1	
	
	
	
	

	31 March 2004			1.0	
	
	
	
	

	30 June 2004			1.0	
	
	
	
	

	30 September 2004			1.0	
	
	
	
	

	31 December 2004			1.0	
	
	
	
	

	31 March 2005			1.1	
	
	
	
	

	30 June 2005			1.2	
	
	
	
	

	30 September 2005			1.2	
	
	
	
	

	31 December 2005			1.3	
	
	
	
	

	31 March 2006			1.4	
	
	
	
	

	30 June 2006			1.2	



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Table of Contents






	 	 	 	 	 
	Column 1		Column 2
	Relevant Period ending		Ratio
	
	
	
	

	30 September 2006			1.2	




	 	 	 	“Cash Cover” means, in relation to any Relevant Period, the ratio
of Consolidated Cash Flow to Consolidated Debt Service for such
Relevant Period.
	 


	 	 	21.1.2 Interest Cover: Interest Cover for each Relevant Period
specified in Column 1 below shall not be less than the ratio set out in
Column 2 below opposite each Relevant Period.






	 	 	 	 	 
	Column 1		Column 2
	Relevant Period ending		Ratio
	31 March 2002			2.2	
	
	
	
	

	30 June 2002			2.7	
	
	
	
	

	30 September 2002			3.2	
	
	
	
	

	31 December 2002			3.7	
	
	
	
	

	31 March 2003			4.0	
	
	
	
	

	30 June 2003			4.3	
	
	
	
	

	30 September 2003			4.5	
	
	
	
	

	31 December 2003			4.8	
	
	
	
	

	31 March 2004			5.0	
	
	
	
	

	30 June 2004			5.0	
	
	
	
	

	30 September 2004			5.0	
	
	
	
	

	31 December 2004			5.0	
	
	
	
	

	31 March 2005			5.0	
	
	
	
	

	30 June 2005			5.0	
	
	
	
	

	30 September 2005			5.0	
	
	
	
	

	31 December 2005			5.0	
	
	
	
	

	31 March 2006			5.0	
	
	
	
	

	30 June 2006			5.0	
	
	
	
	

	30 September 2006			5.0	





	 	 	 	“Interest Cover” means, in relation to any Relevant Period, the
ratio of Consolidated EBITDA to Consolidated Net Interest Expense
for such Relevant Period.



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Table of Contents

	 	 	21.1.3 Leverage: The ratio of outstanding Consolidated Net Indebtedness to
Consolidated EBITDA for each Relevant Period specified in column 1 below
shall not exceed the ratio set out in column 2 below opposite such
Relevant Period.







	 	 	 	 	 
	Column 1		Column 2
	Relevant Period ending		Ratio
	31 March 2002			6.3	
	
	
	
	

	30 June 2002			5.3	
	
	
	
	

	30 September 2002			4.4	
	
	
	
	

	31 December 2002			3.9	
	
	
	
	

	31 March 2003			3.3	
	
	
	
	

	30 June 2003			2.9	
	
	
	
	

	30 September 2003			2.5	
	
	
	
	

	31 December 2003			2.3	
	
	
	
	

	31 March 2004			1.9	
	
	
	
	

	30 June 2004			1.6	
	
	
	
	

	30 September 2004			1.5	
	
	
	
	

	31 December 2004			1.5	
	
	
	
	

	31 March 2005			1.5	
	
	
	
	

	30 June 2005			1.5	
	
	
	
	

	30 September 2005			1.5	
	
	
	
	

	31 December 2005			1.5	
	
	
	
	

	31 March 2006			1.5	
	
	
	
	

	30 June 2006			1.5	
	
	
	
	

	30 September 2006			1.5	





	 	 	21.1.4 Capital Expenditures: The Group shall not in any financial year
incur Capital Expenditures in excess of the amounts set out below:




	 	 	 	 	 
	Column 1
	Relevant Period		Column 2
	(at year end)		(in million)
	2002			14	
	
	
	
	

	2003			21	
	
	
	
	

	2004			25	
	
	
	
	

	2005			28	



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	 	 	 	To the extent that in any financial year the amount spent in
making Capital Expenditures on assets is less than the maximum
expenditure limit set out above, 50% of such shortfall (the
“Shortfall”) may be carried forward for the following financial
year and added to the maximum expenditure limits specified above
in respect of such following financial year, always provided that
if the Shortfall is not spent within such following financial year
it shall cease to be available.
	 
	 	 	 	For the purposes of determining whether the Shortfall has been
spent in such following financial year, it will be presumed that
the Shortfall is spent after the total amount permitted to be
spent on Capital Expenditures in such following financial year has
been spent.
	 
	 	 	 	For the purposes of determining the thresholds set out above, the
amount spent in Capital Expenditures shall not include any
Reinvested Amount (as defined in Clause 12.1 under the definition
of “Net Disposal Amount”).
	 
	 	2.1.2	 	The parties acknowledge that notwithstanding any provisions to
the contrary contained in the Original Facilities Agreement,
contracts entered into in connection with the leasing of bridges and
other teleconferencing equipment and which are treated as a finance
or capital lease in accordance with accounting principles applied for
the preparation of the applicable lessor’s audited financial
statements and which have the effect of a borrowing will be deemed
not to be “Finance Leases” for purposes of the definition of
“Financial Indebtedness”; provided, that the aggregate amount of
principal payments under such contracts shall not exceed:




		
	 	(i) 1.6 million euros under the contracts to be entered into
during the third Financial Quarter of 2002;




		
	 	(ii) 1.5 million euros under the contracts to be entered into
during the fourth Financial Quarter of 2002; and
	 
	 	(iii) 1.25 million euros per Financial Quarter during each
Financial Quarter of 2003.
	 
	 	If, during any Financial Quarter, the aggregate amount of
principal payments is inferior to the limit authorised above for
each Financial Quarter, the excess of the authorised amount of
principal payments, under the sub-paragraphs above, over the
actual aggregate amount of principal payments during such
Financial Quarter may be carried forward within the next four
Financial Quarters and increase the maximum amount of principal
permitted hereunder accordingly but with a maximum cumulated
amount for such increases of 5 million euros during any period of
four consecutive Financial Quarters. In the event that the
amounts of principal payments authorised above are exceeded, such
contracts shall be deemed to be “Finance Leases” for purposes of
the definition of “Financial Indebtedness” for the relevant
“Financial Quarter”;



-6-






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	2.1.3	Clause 6.4 of the Original Facilities Agreement is deleted and
restated as follows:




		
	 	“The Borrowers shall ensure that the amount of the Revolving
Outstanding is reduced, for not less than 5 consecutive Business
Days (the “Clean-Out Period”) to:




	 	(i) not more than USD 5,000,000 during the period that will expire
on [October 31, 2002]; and
	 
	 	(ii) no more than zero during any subsequent 12 month period.




		
	 	Not less than 1 month shall elapse between the expiry of one
Clean-Out Period and the beginning of the immediately succeeding
Clean-Out Period.”;




	2.1.4	The definitions of “Consolidated Cash Flow”, “Consolidated
Debt Service” and Consolidated EBITDA set forth in Schedule 9 to the
Original Facilities Agreement are deleted and restated as follows:




		
	 	“Consolidated Cash Flow” means, in respect of any Relevant Period,
Consolidated EBITDA after adding back:




			
	 	(a)	any decrease in the amount of Working Capital; and
	 
	 	(b)	any cash receipt in respect of any exceptional
or extraordinary item;




	 	and deducting:




			
	 	(i)	any amount of Capital Expenditure actually made
by any member of the Group;
	 
	 	(ii)	any increase in the amount of Working Capital;
	 
	 	(iii)	any amount actually paid or due and payable in
respect of taxes on the profits of any member of the Group;
and
	 
	 	(iv)	any cash payment in respect of any exceptional
or extraordinary item,




	 	and no amount shall be included or excluded more than once;
provided that for the year 2002, such definition shall:




	 	•	include for the first three quarters of 2002
the capital increase carried out in October 2001 for a net
amount of 20,845,746 euros; and
	 
	 	•	exclude the change in the working capital due
to the USD 3,821,698 deferred consideration paid on 4 January
2002 to Astound’s shareholders.




		
	 	“Consolidated Debt Service” means, in respect of any Relevant
Period, the aggregate of:




	 	(a)	Consolidated Net Interest Expense; and



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Table of Contents





	 	(b)	the aggregate of scheduled and mandatory
payments of any Financial Indebtedness falling due (but
excluding any amounts falling due under the Revolving
Facilities other than any payments required to be made in
permanent reduction of the Revolving Facilities),




		
	 	provided that, for [the financial year 2004 of Genesys S.A.], such
definition shall exclude any principal payment falling due under
the convertible bonds issued by Genesys S.A. on 6 August 1999.




		
	 	“Consolidated EBITDA” means, in any Relevant Period, the EBITDA of
the Group provided that for the year 2002, such definition shall
exclude:




		
	 	(i) for the third Financial Quarter of 2001, non-recurring costs
in an amount of 1.2 million euros;
	 
	 	(ii) for the fourth Financial Quarter of 2001, non-recurring costs
in an amount of 1.1 million euros; and
	 
	 	(iii) for the first Financial Quarter of 2002, non-recurring costs
in an amount of 3.7 million euros.




		
	 	As a consequence, the retained quarterly EBITDA for the third and
fourth Financial Quarters of 2001 and the first Financial Quarter
of 2002, is of 5.6 million euros, 7.9 million euros and 6.8
million euros respectively.




	2.2	 	Assignments and transfers by the Lenders




	 	2.2.1	Clause 34.1.1 of the Original Facilities Agreement is amended as follows:




		
	 	“34.1.1 Subject to this Clause 34, a Lender (the “Existing Lender”) may:




			
	 	(b)	 assign any of its rights; or
	 
	 	(c)	 transfer any of its rights and obligations,




		
	 	to another bank or financial institution (the “New Lender”).”;




	 	2.2.2	Paragraph (b) of Clause 34.2 of the Original Facilities
Agreement is deleted and restated as follows:
	 
	 	“(b)	Any assignment or transfer to a New Lender shall be of a
minimum amount of USD 2,000,000.”
	 
	 	2.2.3	Paragraph (c) of Clause 34.2 of the Original Facilities
Agreement is deleted and restated as follows:
	 
	 	“(c)	The consent of Genesys S.A. and/or Vialog Corporation (as
relevant) is required for an assignment or transfer by a Lender to
New Lender which is not a Lender or an affiliate of the Lender.”
	 
	 	2.2.4	Paragraph (d) of Clause 34.2 of the Original Facilities
Agreement is deleted and restated as follows:



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	 	“(d)	The consent of Genesys S.A. and/or Vialog Corporation (as
relevant) to an assignment or transfer must not unreasonably be
withheld or delayed. Genesys S.A. will be deemed to have given its
consent eight days after the Lender has requested it unless consent
is expressly refused for valid reasons by Genesys S.A. within that
time.”
	 
	 	2.2.5	Paragraph (e) of Clause 34.2 of the Original Facilities
Agreement is deleted and restated as follows:
	 
	 	“(e)	The consent of Genesys S.A. and/or Vialog Corporation (as
relevant) to an assignment or transfer must not be withheld solely
because the assignment or transfer may result in an increase of the
Mandatory Cost.”
	 
	 	2.2.6	Paragraphs (h) and (f) of Clause 34.2 of the Original
Facilities Agreement are deleted.
	 
	 	2.2.7	Paragraph (a) of Clause 34.5 of the Original Facilities
Agreement is deleted and restated as follows:




		
	 	“Subject to the conditions set out in Clause 34.2 (Conditions of
assignment or transfer) a transfer is effected in accordance with
paragraph (b) below when the Agent executes, for acknowledgement, an
otherwise duly completed Transfer Agreement delivered to it by the
Existing Lender and the New Lender. The Agent shall, as soon as reasonably
practicable (being a minimum of five Business Days) after receipt by it of
a duly completed Transfer Agreement appearing on its face to comply with
the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Agreement.




	3.	EFFECTIVE DATE





	 	This Amendment Agreement shall enter into force on the Effective Date and
the amendments to the Original Facilities Agreement provided in this
Amendment Agreement will be applicable as from the Effective Date.
	 



	4.	REPRESENTATIONS




	 	The Borrowers make the Repeated Representations as if each reference
therein to “the Finance Documents” includes a reference to (a) this
Agreement and (b) the Amended Agreement.
	 



	5.	CONTINUITY AND FURTHER ASSURANCE





	5.1	Continuing Obligations





	 	The provisions of the Original Facilities Agreement shall, save as amended
hereby, continue in full force and effect.
	 



	5.2	Further Assurance
	 
	 	Each of the Borrowers shall, at the request of the Agent and at its own
expense, do all such acts and things necessary or desirable to give effect
to the amendments effected or to be effected pursuant to this Agreement.



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	6.	INCORPORATION OF
TERMS
	 
	 	The provisions of clause 25.2 (Preservation and Enforcement of Rights),
clause 25.3 (Stamp Taxes), clause 25.4 (Amendment Costs), clause 37
(Remedies and Waiver, Partial Invalidity), clause 41 (Governing Law) and
clause 42 (Jurisdiction) of the Original Facilities Agreement shall be
incorporated into this Agreement as if set out in full herein and as if
references therein to “this Agreement” and “the Finance Documents” are
references to this Agreement.



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SIGNATURES


 

 


The Borrowers


GENESYS S.A.


 


By: François Legros


 




GENESYS CONFERENCING INC. (formerly VIALOG
CORPORATION)


 


By: François Legros


 



The Arrangers


BNP PARIBAS


 


By:


 


CIBC WORLD MARKETS PLC


 


By:


 


FORTIS BANK N.V./S.A.


 


By:




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The Agent


BNP PARIBAS


 


By:


 


The Security Agent


BNP PARIBAS


 


By:


 


The Lenders


BNP PARIBAS


 


By:


 


CIBC WORLD MARKETS PLC


 


By:


 


FORTIS BANQUE FRANCE S.A.


 


By:



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IBM GLOBAL FINANCING


 


By:


 


ENTENIAL


 


By:


 


COMMERZBANK


 


By:




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