<Page>

                                                                     EXHIBIT 4.3

[CLIFFORD CHANCE LOGO]                             LIMITED LIABILITY PARTNERSHIP

                               Dated 25 April 2002


                                     ABB LTD

                         CERTAIN SUBSIDIARIES OF ABB LTD
                           as Borrowers and Guarantors

                                      with

                                BARCLAYS CAPITAL
                           CREDIT SUISSE FIRST BOSTON
                     SALOMON BROTHERS INTERNATIONAL LIMITED
                           as Mandated Lead Arrangers

                                       and

                           CREDIT SUISSE FIRST BOSTON
                            acting as Facility Agent


           -----------------------------------------------------------

                               AMENDMENT AGREEMENT
                                  RELATING TO A
                    MULTI-CURRENCY REVOLVING CREDIT AGREEMENT
                             DATED 18 DECEMBER 2001

           -----------------------------------------------------------

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THIS AGREEMENT is dated 25 April 2002 and made between:

(1)     ABB LTD, a company incorporated in Switzerland whose registered office
        is at Affolternstrasse 44, CH-8050 Zurich, Switzerland ("ABB");

(2)     THE SUBSIDIARIES OF ABB whose names are set out in the signature pages
        of this Agreement as Borrowers (the "BORROWERS");

(3)     THE SUBSIDIARIES OF ABB whose names are set out in the signature pages
        of this Agreement as Guarantors (the "GUARANTORS");

(4)     BARCLAYS CAPITAL, CREDIT SUISSE FIRST BOSTON and SALOMON BROTHERS
        INTERNATIONAL LIMITED in their respective capacities as mandated lead
        arrangers (the "MANDATED LEAD ARRANGERS");

(5)     THE FINANCIAL INSTITUTIONS whose names are set out in the signature
        pages of this Agreement as lenders (the "LENDERS"); and

(6)     CREDIT SUISSE FIRST BOSTON in its capacity as facility agent (the
        "FACILITY AGENT").

RECITAL

In response to a request from ABB, each of the financial institutions party to
the Facility Agreement as Lenders have agreed, by a letter addressed to the
Facility Agent dated severally between 11 and 17 April 2002, (i) that any Lender
not continuing as a Lender under the Facility Agreement after the Effective Date
shall retire as a Lender as from the Effective Date and thereafter cease to have
any liability or obligations under the Facility Agreement, (ii) that the
relevant Borrower shall be entitled to give notice of prepayment on or before 26
April 2002 and (iii) that all Advances, interest thereon and all other
outstanding amounts owed under the Facility Agreement as at the date of this
Agreement shall be prepaid in accordance with such notice on 30 April 2002.

IT IS AGREED as follows:

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS
        In this Agreement (including the recital above):

        "AMENDMENT FEE LETTER" means the fee letter dated on or around the date
        hereof from the Mandated Lead Arrangers to ABB relating to the fee
        referred to in Clause 5.5.

        "EFFECTIVE DATE" means the later to occur of 30 April 2002 and the date
        on which the Facility Agent confirms to the Lenders and ABB that it has
        received each of the documents and evidence listed in Schedule 1
        (CONDITIONS PRECEDENT) in a form and substance reasonably satisfactory
        to the Facility Agent.

        "FACILITY AGREEMENT" means the $3,000,000,000 revolving credit agreement
        dated 18 December 2001 between ABB and certain of its subsidiaries as
        borrowers, Credit Suisse First Boston and Salomon Brothers International
        Limited as mandated lead arrangers, Credit Suisse First Boston as
        facility agent and, on and from the Effective Date, the

                                       -1-
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        revolving credit agreement as set out in Schedule 2 (RESTATED AGREEMENT)
        to this Agreement.

        "NEW BORROWERS" means ABB Finance Inc. and ABB Financial Services AB.

        "NEW INFORMATION MEMORANDUM" means the document in the form approved by
        ABB concerning the Group which, at ABB's request and on its behalf was
        prepared in relation to the Facility and distributed by the Mandated
        Lead Arrangers to selected banks during April 2002.

1.2     INCORPORATION OF DEFINED TERMS
        (a)    Unless a contrary indication appears, a term used in any other
               Finance Document or in any notice given under or in connection
               with any Finance Document has the same meaning in this Agreement
               as in that Finance Document.

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

1.3     CLAUSES
        (a)    In this Agreement any reference to a "Clause" or "Schedule" is,
               unless the context otherwise requires, a reference to a Clause or
               Schedule of this Agreement.

        (b)    Clause and Schedule headings are for ease of reference only.

2.      RESTATEMENT

        With effect from the Effective Date the Facility Agreement shall be
        amended and restated so that it shall be read and construed for all
        purposes as set out in Schedule 2 (RESTATED AGREEMENT).

3.      REPRESENTATIONS

3.1     REPRESENTATIONS
        (a)    ABB makes the representations and warranties set out in clause
               18.1 (STATUS) to clause 18.8 (NO MISLEADING INFORMATION) and
               clause 18.11 (PARI PASSU RANKING) to clause 18.13 (ENVIRONMENTAL
               COMPLIANCE) of the Facility Agreement (in the form set out in
               Schedule 2 (RESTATED AGREEMENT)). For the avoidance of doubt,
               references to:

               (i)    "Obligor" shall be construed as a reference to each
                      Borrower and each Guarantor (as defined herein), as the
                      context shall require;

               (ii)   the "Finance Documents" shall be construed so as to
                      include a reference to this Agreement and the Amendment
                      Fee Letter; and

               (iii)  the "Information Memorandum" shall be construed as a
                      reference to the New Information Memorandum.

        (b)    ABB makes the representation set out in paragraph (a) and (b) of
               clause 18.9 (FINANCIAL STATEMENTS) of the Facility Agreement (in
               the form set out in

                                       -2-
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               Schedule 2 (RESTATED AGREEMENT)). For the avoidance of doubt,
               references to the "ORIGINAL FINANCIAL STATEMENTS" shall be
               construed as references to (1) the audited consolidated financial
               statements of the Group for the financial year ended 31 December
               2001 and (2) in relation to each New Borrower and each Guarantor,
               its audited financial statements for its financial year ended 31
               December 2000.

3.2     FURTHER REPRESENTATION
        ABB further represents and warrants that since 31 December 2001:

        (a)    there has been no material adverse change in any of the business,
               condition (financial or otherwise), prospects, operations,
               performance or properties of the Group (taken as a whole); and

        (b)    no event or circumstance has occurred which has a Material
               Adverse Effect,

        PROVIDED THAT the fact of any Credit Rating downgrade of ABB since 31
        December 2001 shall not, for the purposes of this representation,
        constitute a "material adverse change" or "Material Adverse Effect" as
        contemplated by paragraphs (a) and (b) above. (For the avoidance of
        doubt, ABB acknowledges that the consequences of any such Credit Rating
        downgrade may qualify as being, or contribute towards, a "material
        adverse change" or "Material Adverse Effect" for the purposes of this
        representation).

4.      CONTINUITY AND FURTHER ASSURANCE

4.1     CONTINUING OBLIGATIONS
        The provisions of the Facility Agreement shall, save as amended in this
        Agreement, continue in full force and effect.

4.2     FURTHER ASSURANCE
        Each of ABB, the Borrowers and the Guarantors shall, at the reasonable
        request of the Facility Agent and the expense of ABB or the relevant
        Borrower or, as the case may be, Guarantor, do all such acts and things
        necessary to give effect to the amendments effected or to be effected
        pursuant to this Agreement.

5.      FEES, COSTS AND EXPENSES

5.1     TRANSACTION EXPENSES
        ABB shall promptly on demand pay the Facility Agent the amount of all
        costs and expenses (including legal fees) reasonably incurred by it in
        connection with the negotiation, preparation, printing and execution of
        this Agreement and any other documents referred to in this Agreement.

5.2     ENFORCEMENT COSTS
        ABB shall, within three Business Days of demand, pay to each Finance
        Party the amount of all costs and expenses (including legal fees)
        incurred by that Finance Party in connection with the enforcement of, or
        the preservation of any rights under this Agreement.

                                       -3-
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5.3     STAMP TAXES
        ABB 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 this Agreement.

5.4     FUNDING INDEMNITY
        ABB shall indemnify each Lender (as defined herein) upon presentation of
        duly documented evidence thereof against any cost, loss or liability
        directly incurred by that Lender as a result of funding, or making
        arrangements to fund, its participation in any Advance to be made on the
        date requested by a Borrower (as defined herein) in the Utilisation
        Requests referred to in clause 6.5 but not made by reason of (i) the
        Effective Date having not occurred on or by the date such Advance is due
        to be made or (ii) the operation of any one or more of the provisions of
        the Facility Agreement (other than, in each case, by reason of default,
        negligence or wilful misconduct by that Lender alone).

5.5     FEES
        On the date of this Agreement, ABB shall pay to the Facility Agent, on
        behalf of the Lenders, the fees in the amounts specified in the
        Amendment Fee Letter.

6.      MISCELLANEOUS

6.1     INCORPORATION OF TERMS
        The provisions of clause 32 (REMEDIES AND WAIVERS), clause 31 (PARTIAL
        INVALIDITY), and clause 36 (ENFORCEMENT) of the Facility Agreement shall
        be incorporated into this Agreement as if set out in full in this
        Agreement and as if references in those clauses to "this Agreement" or
        "the Finance Documents" are references to this Agreement.

6.2     SERVICE OF PROCESS
        ABB and each Obligor incorporated in a jurisdiction other than England
        and Wales agrees that the documents which start any Proceedings in
        England and any other documents required to be served in relation to
        those Proceedings may be served on ABB Limited, at Orion House, 5 Upper
        St. Martin's Lane, London WC2 or, if different, its registered office,
        with a copy to ABB. If the appointment of the person mentioned in this
        Clause 6.2 ceases to be effective, such Obligor shall immediately
        appoint another person in England to accept service of process on its
        behalf in England. If any such Obligor fails to do so (and such failure
        continues for a period of not less than fourteen days), the Facility
        Agent shall be entitled to appoint such a person by notice to the
        relevant Obligor. Nothing contained herein shall restrict the right to
        serve process in any other manner allowed by law.

6.3     MARGIN, COMMITMENT FEE AND UTILISATION FEE
        The parties confirm that, for the purposes of calculating the Margin and
        the commitment and utilisation fees referred to in clause 12.1
        (COMMITMENT FEE) and clause 12.2 (UTILISATION FEE) respectively of the
        Facility Agreement, (i) prior to the Effective Date, the relevant rates
        shall be those set out in the Facility Agreement prior to the amendments
        effected pursuant to this Agreement and (ii) on and after the Effective
        Date, the relevant rates shall be those set out in the Facility
        Agreement in the form set out in Schedule 2 (RESTATED AGREEMENT).

                                       -4-
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6.4     FINANCE DOCUMENT
        The Facility Agent and ABB hereby confirm that this Agreement is a
        Finance Document.

6.5     UTILISATION REQUEST
        Each Lender (as defined herein) agrees that, in respect of any Advance
        to be made on 30 April 2002, (i) any Borrower may validly deliver a
        Utilisation Request on or before 11.00 a.m. (London time) on 26 April
        2002 notwithstanding that the Effective Date has not occurred and (ii)
        the Initial Interest Period applicable to each such Advance shall be
        such period selected by the relevant Borrower in such Utilisation
        Request. For the avoidance of doubt, nothing in this Clause 6.5 shall
        oblige any such Lender to participate in any such Advance if the
        Effective Date has not occurred by the time such Advance is to be made
        and any such Advance shall only be made subject to the terms of the
        Facility Agreement (as amended and restated pursuant to this Agreement).

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

6.7     GOVERNING LAW
        This Agreement shall be governed by, and construed in accordance with,
        English law.

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

                                       -5-
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                                   SCHEDULE 1

                              CONDITIONS PRECEDENT

1.      ABB AND THE OBLIGORS

        (a)    A copy of the constitutional documents of ABB Finance Inc. and
               ABB Financial Services AB.

        (b)    Either:

               (i)    a certificate of an authorised signatory of ABB and each
                      Obligor (other than ABB Finance Inc. and ABB Financial
                      Services AB) confirming that the constitutional documents
                      previously delivered by it to the Facility Agent in
                      connection with satisfaction of conditions precedent to
                      the Facility Agreement are up-to-date and in full force
                      and effect; or

               (ii)   a copy of ABB or such Obligor's constitutional documents.

        (c)    A copy of a resolution of the board of directors of each Obligor:

               (i)    approving the terms of, and the transactions contemplated
                      by, this Agreement and resolving that it execute this
                      Agreement;

               (ii)   authorising a specified person or persons to execute this
                      Agreement on its behalf; and

               (iii)  authorising a specified person or persons, on its behalf,
                      to sign and/or despatch all documents and notices to be
                      signed and/or despatched by it under or in connection with
                      this Agreement.

        (d)    A specimen of the signature of each person authorised by the
               resolution referred to in paragraph (c) above.

        (e)    A certificate of an authorised signatory of ABB and each Obligor
               certifying that each copy document provided by it specified in
               this Schedule 1 is correct, complete and in full force and effect
               as at a date no earlier than the date of this Agreement.

        (f)    A certificate of ABB (signed by two authorised signatories)
               confirming that borrowing or, as the case may be, guaranteeing
               the Total Commitments would not cause any borrowing, guaranteeing
               or similar limit binding on any Obligor to be exceeded.

        (g)    A copy of a shareholders' resolution confirming the authority of
               the board of directors of ABB Capital B.V. to represent ABB
               Capital B.V in the event of a conflict of interest with one or
               more of its directors.

2.      LEGAL OPINIONS

        (a)    A legal opinion of Clifford Chance Limited Liability Partnership,
               legal advisers to the Mandated Lead Arrangers and the Facility
               Agent in England,

                                       -6-
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               substantially in the form distributed to the Lenders prior to
               signing this Agreement.

        (b)    In respect of ABB and each Obligor incorporated in a jurisdiction
               other than England and Wales, a legal opinion of the legal
               advisers to the Mandated Lead Arrangers and the Facility Agent in
               each relevant jurisdiction, substantially in the form distributed
               to the Lenders prior to signing this Agreement.

        (c)    A legal opinion of Homburger, Swiss legal advisers to ABB,
               relating to each Keep-Well Agreement, in the form approved by the
               Facility Agent.

3.      OTHER DOCUMENTS AND EVIDENCE

        (a)    A copy of any other Authorisation or other document, opinion or
               assurance which the Facility Agent considers to be necessary (if,
               prior to the date of this Agreement, it has notified ABB
               accordingly) in connection with the entry into and performance of
               the transaction contemplated by this Agreement or for the
               validity and enforceability of this Agreement.

        (b)    In respect of each Borrower, the Keep-Well Agreement pertaining
               to it.

        (c)    In respect of ABB Finance Inc. and ABB Financial Services AB, a
               copy of their audited financial statements for the financial year
               ended 31 December 2000.

        (d)    The Amendment Fee Letter duly executed by ABB.

        (e)    Evidence that the process agent referred to in Clause 6.2
               (SERVICE OF PROCESS) has accepted its appointment.

        (f)    Evidence that the Advances outstanding under the Facility
               Agreement have been, or will be, prepaid in full on the Effective
               Date together with interest and any other amounts owing in
               respect thereof.

                                       -7-
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                                   SCHEDULE 2

                               RESTATED AGREEMENT

                                       -8-
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                                 $3,000,000,000

                    MULTICURRENCY REVOLVING CREDIT AGREEMENT

                             dated 18 December 2001

                    as amended and restated on 30 April 2002
             pursuant to an amendment agreement dated 25 April 2002

                                       for

                                     ABB LTD

                         CERTAIN SUBSIDIARIES OF ABB LTD
                           as Borrowers and Guarantors

                                      with

                                BARCLAYS CAPITAL

                           CREDIT SUISSE FIRST BOSTON

                                       and

                     SALOMON BROTHERS INTERNATIONAL LIMITED
                           as Mandated Lead Arrangers

                                      with

                           CREDIT SUISSE FIRST BOSTON
                                as Facility Agent

<Page>

                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                            PAGE
<S>                                                                                 <C>
1.      Definitions and Interpretation...............................................2

2.      The Facility................................................................15

3.      Purpose.....................................................................16

4.      Conditions of Utilisation...................................................16

5.      Utilisation.................................................................17

6.      Optional Currencies.........................................................18

7.      Repayment of Advances.......................................................19

8.      Prepayment and Cancellation.................................................19

9.      Interest....................................................................25

10.     Interest Periods............................................................25

11.     Changes To The calculation of interest......................................26

12.     Fees........................................................................27

13.     Tax Gross Up And Indemnities................................................29

14.     Increased Costs.............................................................32

15.     Other Indemnities...........................................................33

16.     Mitigation By The Lenders...................................................34

17.     Costs And Expenses..........................................................35

18.     Representations.............................................................37

19.     Information Undertakings....................................................39

20.     financial Covenants.........................................................40

21.     General Undertakings........................................................43

22.     Events Of Default...........................................................46

23.     Changes To The Lenders......................................................50

24.     Changes To The Obligors.....................................................52

25.     Role Of The Facility Agent And The Mandated Lead Arrangers..................56

26.     Conduct Of Business By The Finance Parties..................................60

27.     Sharing Among The Lenders...................................................61

28.     Payment Mechanics...........................................................63

29.     Set-Off.....................................................................65

30.     Notices.....................................................................66

31.     Calculations and Certificates...............................................68
</Table>

                                       -i-
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<Table>
<S>                                                                                <C>
32.     Partial Invalidity..........................................................68

33.     Remedies And Waivers........................................................68

34.     Amendments And Waivers......................................................69

35.     Counterparts................................................................69

36.     Guarantee and Indemnity.....................................................70

37.     Governing Law...............................................................74

38.     Enforcement.................................................................74

Schedule 1    The Original Parties..................................................75

Part 1  The Original Lenders........................................................75

Part 2  The Original Obligors.......................................................77

Schedule 2    Conditions Precedent..................................................79

Schedule 3    Utilisation Request...................................................81

Schedule 4    The Margin And Commitment Fee.........................................82

Schedule 5    Form Of Transfer Certificate..........................................83

Schedule 6    Timetables............................................................85

Schedule 7    Form Of Accession Letter..............................................87

Schedule 8    Form Of Resignation Letter............................................88

Schedule 9    Additional Cost Rate..................................................89

Schedule 10   Material Companies....................................................91

Schedule 11   Form of Compliance Certificate........................................92
</Table>

THIS AGREEMENT is dated 18 December 2001 (as amended and restated on 30 April
2002 pursuant to an amendment agreement dated 25 April 2002) and made between:

(1)     ABB LTD, a company incorporated in Switzerland whose registered office
        is at Affolternstrasse 44, CH-8050 Zurich, Switzerland ("ABB");

(2)     THE SUBSIDIARIES OF ABB listed in Part 2 of Schedule 1 (THE ORIGINAL
        PARTIES) as original borrowers (the "ORIGINAL BORROWERS");

(3)     THE SUBSIDIARIES OF ABB listed in Part 2 of Schedule 1 (THE ORIGINAL
        PARTIES) as original guarantors (the "ORIGINAL GUARANTORS");

(4)     BARCLAYS CAPITAL, CREDIT SUISSE FIRST BOSTON and SALOMON BROTHERS
        INTERNATIONAL LIMITED in their respective capacities as mandated lead
        arrangers (the "MANDATED LEAD ARRANGERS");

(5)     THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 (THE ORIGINAL
        LENDERS) in their respective capacities as original lenders (the
        "ORIGINAL LENDERS"); and

(6)     CREDIT SUISSE FIRST BOSTON in its capacity as facility agent (the
        "FACILITY AGENT").

                                      -ii-
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IT IS AGREED as follows:

                                    SECTION 1
                                 INTERPRETATION

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS
        In this Agreement:

        "ACCESSION LETTER" means a letter substantially in the form set out in
        Schedule 7 (FORM OF ACCESSION LETTER).

        "ADDITIONAL BORROWER" means any Subsidiary of ABB which has become an
        Additional Borrower in accordance with Clause 24.2 (ADDITIONAL
        BORROWERS).

        "ADDITIONAL COST RATE" has the meaning given to such term in Schedule 9
        (ADDITIONAL COST RATE).

        "ADDITIONAL GUARANTOR" means any Subsidiary of ABB which has become an
        Additional Guarantor in accordance with Clause 24.4 (ADDITIONAL
        GUARANTORS).

        "ADDITIONAL OBLIGOR" means an Additional Borrower or an Additional
        Guarantor.

        "ADVANCE" means an advance made or to be made under the Facility or the
        principal amount outstanding for the time being of that advance.

        "AFFILIATE" means, in relation to any person, a Subsidiary of that
        person or a Holding Company of that person or any other Subsidiary of
        that Holding Company.

        "AGREED JURISDICTION" means any of the United States of America,
        Switzerland, Guernsey, any country that is, at the Effective Date, a
        member of the European Union and any other country approved by all the
        Lenders.

        "AMENDMENT AGREEMENT" means the amendment agreement dated on or around
        25 April 2002 pursuant to which this Agreement is amended and restated.

        "AMENDMENT FEE LETTER" means the fee letter referred to in clause 5.5 of
        the Amendment Agreement.

        "AUTHORISATION" means an authorisation, consent, approval, resolution,
        licence, exemption, filing or registration.

        "AVAILABILITY PERIOD" means the period from 18 December 2001 to and
        including the date falling 1 Business Day prior to the Termination Date.

        "AVAILABLE COMMITMENT" means a Lender's Commitment minus:

        (g)    the Base Currency Amount of its participation in any outstanding
               Advances; and

                                       -2-
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        (h)    in relation to any proposed Utilisation, the Base Currency Amount
               of its participation in any Advances that are due to be made on
               or before the proposed Utilisation Date,

        other than, in either case, that Lender's participation in any Advances
        that are due to be repaid or prepaid on or before the proposed
        Utilisation Date.

        "AVAILABLE FACILITY" means the aggregate for the time being of each
        Lender's Available Commitment.

        "BASE CURRENCY" means Dollars.

        "BASE CURRENCY AMOUNT" means, in relation to an Advance, the amount
        specified in the Utilisation Request delivered by the relevant Borrower
        for that Advance (or, if the amount requested is not denominated in the
        Base Currency, that amount converted into the Base Currency at the
        Facility Agent's Spot Rate of Exchange on the date which is 3 Business
        Days before the Utilisation Date or, if later, on the date the Facility
        Agent receives the Utilisation Request) adjusted to reflect any
        repayment or prepayment of the Advance.

        "BORROWERS" means each Original Borrower and each Additional Borrower,
        PROVIDED THAT it has not been released from its rights and obligations
        under this Agreement in accordance with Clause 24.3 (RESIGNATION OF A
        BORROWER).

        "BREAK COSTS" means the amount (if any) by which:

        (a)    the interest (excluding the Margin), which a Lender should have
               received for the period from the date of receipt of all or any
               part of its participation in an Advance or Unpaid Sum to the last
               day of the current Interest Period in respect of that Advance or
               Unpaid Sum, had the principal amount or Unpaid Sum received been
               paid on the last day of that Interest Period;

        exceeds:

        (b)    the amount which that Lender would be able to obtain by placing
               an amount equal to the principal amount or Unpaid Sum received by
               it on deposit with a leading bank in the Relevant Interbank
               Market for a period starting on the Business Day following
               receipt or recovery and ending on the last day of the current
               Interest Period.

        "BUSINESS DAY" means:

        (a)    in relation to any Advance, a day (other than a Saturday or
               Sunday) on which banks are open for general business in London,
               and:

               (i)    (in relation to any date for payment or purchase of a
                      currency other than Euro) the principal financial centre
                      of the country of that currency; or

               (ii)   (in relation to any date for payment or purchase of Euro)
                      any TARGET Day; and

                                       -3-
<Page>

        (b)    for all other purposes, a day (other than a Saturday or Sunday)
               on which banks are open for general business in London.

        "COMMITMENT" means:

        (a)    in relation to an Original Lender, the amount in the Base
               Currency set opposite its name under the heading "COMMITMENT" in
               Part 1 of Schedule 1 (THE ORIGINAL LENDERS) and the amount of any
               other Commitment transferred to it under this Agreement; and

        (b)    in relation to any other Lender, the amount of any Commitment
               transferred to it under this Agreement,

        to the extent not cancelled, reduced or transferred by it under this
        Agreement.

        "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
        set out in Schedule 11 (FORM OF COMPLIANCE CERTIFICATE).

        "CREDIT RATING" means a long term debt rating given by S&P or Moody's.

        "DEFAULT" means an Event of Default or any event or circumstance
        specified in Clause 22 (EVENTS OF DEFAULT) which (with the expiry of a
        grace period or the giving of any notice specified in Clause 22 (EVENTS
        OF DEFAULT)) would be an Event of Default.

        "DISPOSAL" means a sale, transfer or other disposal (including by way of
        lease or loan) by a person of all or part of its assets, whether by one
        transaction or a series of transactions and whether at the same time or
        over a period of time.

        "EFFECTIVE DATE" shall have the meaning ascribed to such term in the
        Amendment Agreement.

        "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in
        which any Group Company conducts business which relates to the pollution
        or protection of the environment or harm to or the protection of human
        health or the health of animals or plants.

        "ERISA" means the Employee Retirement Income Security Act of 1974 of the
        United States of America and the regulations promulgated and the rulings
        issued thereunder.

        "EURIBOR" means, in relation to any Advance in Euro:

        (a)    the applicable Screen Rate; or

        (b)    (if no Screen Rate is available for the period of that Advance)
               the arithmetic mean of the rates (rounded upwards to four decimal
               places) as supplied to the Facility Agent at its request quoted
               by the Reference Banks to leading banks in the European interbank
               market,

        as of the Specified Time on the Quotation Day for the offering of
        deposits in Euro for a period comparable to the Interest Period of the
        relevant Advance.

                                       -4-
<Page>

        "EVENT OF DEFAULT" means any event or circumstance specified as such in
        Clause 22 (EVENTS OF DEFAULT).

        "EXISTING SECURITISATIONS" means each of:

        (a)    the securitisation programme established by the Group Companies
               and arranged by Bank One, N.A. (as Programme Administrator), such
               programme being initially established on 22 December 2000; and

        (b)    the securitisation programme established by the Group Companies
               and arranged by Citibank, N.A. (as Operating Agent), such
               programme being initially established on or around 17 December
               1999.

        "FACILITY" means the revolving loan facility made available under this
        Agreement as described in sub-clause 2.1(a) of Clause 2.1 (THE
        FACILITY).

        "FACILITY AGENT'S SPOT RATE OF EXCHANGE" means the Facility Agent's Spot
        Rate of Exchange for the purchase of the relevant currency with the Base
        Currency in the London foreign exchange market at or about 11:00 a.m. on
        a particular day.

        "FACILITY OFFICE" means, in relation to a Lender, the office identified
        as such opposite such Lender's name in Part 1 of Schedule 1 (THE
        ORIGINAL LENDERS) (or, in the case of a transferee, at the end of the
        Transfer Certificate to which it is a party as transferee) or such other
        office as it may from time to time select.

        "FINANCE DOCUMENT" means this Agreement, the Amendment Agreement, the
        Amendment Fee Letter, any Accession Letter, any Resignation Letter, any
        other document designated as such in writing by the Facility Agent and
        ABB and, for the purposes of each of Clauses 8.2 (BORROWER ILLEGALITY),
        18 (REPRESENTATIONS), 21.1 (AUTHORISATIONS) to 21.7 (CHANGE OF BUSINESS)
        (inclusive) and 22.1 (NON-PAYMENT) to 22.10 (ACCELERATION) (inclusive),
        each Keep-Well Agreement.

        "FINANCE PARTY" means any of the Facility Agent, the Mandated Lead
        Arrangers and the Lenders.

        "GAAP" means, in relation to the consolidated financial statements of
        ABB, generally accepted accounting principles in the United States of
        America and, in relation to any other company, generally accepted
        accounting principles in its jurisdiction of incorporation or in the
        United States of America (as applicable).

        "GROUP" means ABB and its Subsidiaries and "GROUP COMPANY" means any one
        of them.

        "GUARANTORS" means each Original Guarantor and each Additional
        Guarantor, PROVIDED THAT it has not been released from its rights and
        obligations under this Agreement, in accordance with Clause 24.6
        (RESIGNATION OF A GUARANTOR).

        "HOLDING COMPANY" means, in relation to a company or corporation, any
        other company or corporation in respect of which it is a Subsidiary.

                                       -5-
<Page>

        "INDEBTEDNESS" means, in relation to a person, its obligations (whether
        present or future, actual or contingent, as principal or surety) for the
        payment or repayment of money (whether in respect of interest, principal
        or otherwise) incurred in respect of:

        (a)    moneys borrowed;

        (b)    any bond, note, loan stock, debenture or similar instrument;

        (c)    any acceptance credit, bill discounting, note purchase, factoring
               or documentary credit facility;

        (d)    any lease required under GAAP to be treated as a finance lease;

        (e)    any guarantee, bond, stand-by letter of credit or other similar
               instrument issued in connection with the performance of payment
               obligations;

        (f)    any interest rate or currency swap agreement or any other hedging
               or derivatives instrument or agreement;

        (g)    any arrangement entered into primarily as a method of raising
               finance pursuant to which any asset sold or otherwise disposed of
               by that person is or may be leased to or re-acquired by a Group
               Company (whether following the exercise of an option or
               otherwise); or

        (h)    any guarantee, indemnity or similar insurance against financial
               loss given in respect of the obligation of any person falling
               within any of paragraphs (a) to (g) above.

        "INFORMATION MEMORANDUM" means the document in the form approved by ABB
        concerning the Group which, at ABB's request and on its behalf, was
        prepared in relation to the Facility and distributed by the Mandated
        Lead Arrangers to selected banks during April 2002.

        "INTEREST PERIOD" means, in relation to an Advance, each period
        determined in accordance with Clause 10 (INTEREST PERIODS) and, in
        relation to an Unpaid Sum, each period determined in accordance with
        Clause 9.3 (DEFAULT INTEREST).

        "KEEP-WELL AGREEMENT" means each keep-well agreement between ABB and one
        or more Subsidiaries of ABB (for so long as the relevant Subsidiary is
        an Obligor) substantially in the form delivered by ABB in satisfaction
        of the condition precedent set out in paragraph 3(b) of Schedule 1
        (CONDITIONS PRECEDENT) of the Amendment Agreement or paragraph 12 of
        Schedule 2 (ADDITIONAL OBLIGOR CONDITIONS PRECEDENT).

        "LENDER" means:

        (a)    any Original Lender; and

        (b)    any bank which has become a Party as a Lender in accordance with
               Clause 23 (CHANGES TO THE LENDERS),

        which in each case has not ceased to be a Party in accordance with the
        terms of this Agreement.

                                       -6-
<Page>

        "LIBOR" means, in relation to any Advance:

        (a)    the applicable Screen Rate; or

        (b)    (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 Facility Agent at its
               request quoted by the Reference Banks to leading banks in the
               London interbank market,

        as of the Specified Time on the Quotation Day for the offering of
        deposits in the currency of that Advance and for a period comparable to
        the Interest Period for that Advance.

        "MAJORITY LENDERS" means a Lender or Lenders whose Commitments aggregate
        more than 66 2/3% of the Total Commitments.

        "MARGIN" means, in relation to an Advance, for the relevant Interest
        Period, the average of the rates per annum for each day of such Interest
        Period computed in accordance with the table set out in Schedule 4 (THE
        MARGIN AND COMMITMENT FEE) PROVIDED THAT on any day that ABB has Credit
        Ratings from S&P and Moody's which are divergent from each other or has
        no Credit Rating from either S&P or Moody's, the applicable rate per
        annum for such day shall be the rate per annum for the lower Credit
        Rating or, in the latter case, the rate per annum for the remaining
        Credit Rating, in each case computed in accordance with the table set
        out in Schedule 4 (THE MARGIN AND COMMITMENT FEE).

        "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
        ability of any Obligor to perform its payment obligations under the
        Finance Documents, taking into account, for the avoidance of doubt, the
        obligations of ABB under each Keep-Well Agreement or (ii) the ability of
        ABB to perform its obligations under any Keep-Well Agreement.

        "MATERIAL COMPANY" shall mean ABB, each Obligor and each Subsidiary of
        ABB:

        (a)    which is listed in Schedule 10 (MATERIAL COMPANIES); or

        (b)    the proportion of whose total assets or turnover (or, where the
               Subsidiary in question prepares consolidated accounts, whose
               total consolidated assets or consolidated turnover, as the case
               may be) attributable to ABB represents not less than 10% of the
               total consolidated assets or consolidated turnover of ABB, all as
               calculated by reference to the then latest accounts of such
               Subsidiary and the then latest audited consolidated accounts of
               ABB and its consolidated Subsidiaries; or

        (c)    to which is transferred all or substantially all the assets and
               undertakings of a Subsidiary which immediately prior to such a
               transfer is a Material Company (in which case the transferor
               shall, upon such transfer, cease to be a Material Company).

                                       -7-
<Page>

        "MONTH" means a period starting on one day in a calendar month and
        ending on the numerically corresponding day in the next calendar month,
        except that:

        (a)    (subject to paragraph (c) below) if the numerically corresponding
               day is not a Business Day, that period shall end on the next
               Business Day in that calendar month in which that period is to
               end if there is one, or if there is not, on the immediately
               preceding Business Day;

        (b)    if there is no numerically corresponding day in the calendar
               month in which that period is to end, that period shall end on
               the last Business Day in that calendar month; and

        (c)    if an Interest Period begins on the last Business Day of a
               calendar month, that Interest Period shall end on the last
               Business Day in the calendar month in which that Interest Period
               is to end.

        The above rules will only apply to the last Month of any period.

        "MOODY'S" means Moody's Investor Services, Inc., or any successor
        thereto.

        "OBLIGOR" means a Borrower or a Guarantor.

        "OBLIGOR GROUP" means ABB, each Borrower and each Guarantor.

        "OPTIONAL CURRENCY" means a currency (other than the Base Currency)
        which complies with the conditions set out in Clause 4.2 (CONDITIONS
        RELATING TO OPTIONAL CURRENCIES).

        "ORIGINAL FINANCIAL STATEMENTS" means:

        (a)    in relation to ABB, the audited consolidated financial statements
               of the Group for the financial year ended 31 December 2001; and

        (b)    in relation to each Original Obligor, its audited financial
               statements for its financial year ended 31 December 2000.

        "ORIGINAL OBLIGOR" means an Original Borrower or an Original Guarantor.

        "OUTSTANDINGS" means the aggregate of the Base Currency Amount from time
        to time of each of the Advances.

        "PARTICIPATING MEMBER STATE" means any member state of the European
        Communities that adopts or has adopted the Euro as its lawful currency
        in accordance with legislation of the European Union relating to
        European Monetary Union.

        "PARTY" means a party to this Agreement and includes its successors in
        title, permitted assigns and permitted transferees.

        "PROJECT COMPANY" means any Subsidiary of ABB:

        (a)    which is a single purpose company whose primary purpose is to
               invest in, lend to or carry out a specific project or portfolio
               of projects; and

                                       -8-
<Page>

        (b)    none of whose liabilities to repay Project Finance Indebtedness
               are the subject of security or a guarantee, indemnity or any
               similar form of assurance, undertaking or support by any Group
               Company save to the extent described in the definition of Project
               Finance Indebtedness.

        "PROJECT FINANCE INDEBTEDNESS" means:

        (a)    any Indebtedness of a Project Company incurred to finance the
               project constituted by the assets and business of such Project
               Company or any Indebtedness of such Project Company incurred to
               refinance any such aforementioned Indebtedness; and

        (b)    where neither the persons to whom such Indebtedness is owed
               (whether or not a Group Company) nor any other person shall have
               any recourse whatsoever to any Group Company (other than such
               Project Company) for the repayment or payment of any sum relating
               to such Indebtedness other than recourse directly or indirectly
               to any Group Company under any form of assurance or undertaking,
               which recourse (1) is limited to the enforcement of any share
               pledge granted by a Group Company over its shares in such Project
               Company or the enforcement of any security granted over a
               shareholder loan between a Group Company and such Project Company
               and/or (2) is limited to a claim for damages for breach of an
               obligation (not being a payment obligation) of the person against
               whom that recourse is available and/or (3) entitles the creditor
               for that Indebtedness or the relevant Project Company, upon
               default by the Project Company (or in other circumstances
               specified in the documentation relating to the project) to
               require a payment to be made (whether to or for the benefit of
               that creditor, the Project Company or another person), PROVIDED
               THAT, in the case of (3), where that payment is capable of being
               for an amount which is material either alone or as a percentage
               of the Indebtedness financing that project, such recourse is
               capable of being called on only during the period on or prior to
               practical completion of the project or of that portion of that
               project being financed by that Indebtedness; or

        (c)    which the Majority Lenders shall have agreed to treat as Project
               Finance Indebtedness for the purposes of this Agreement.

        "QUALIFYING LENDER" has the meaning given to such term in Clause 13.1
        (DEFINITIONS).

        "QUALIFYING SUBSIDIARY" means any Subsidiary of ABB that:

        (d)    is incorporated in an Agreed Jurisdiction; and

        (e)    is the subject of a Keep-Well Agreement.

        "QUOTATION DAY" means, in relation to any period for which an interest
        rate is to be determined:

        (a)    (if the currency is Sterling) the first day of that period;

                                       -9-
<Page>

        (b)    (if the currency is Euro) two TARGET Days before the first day of
               that period; or

        (c)    (for any other currency) two Business Days (which for these
               purposes only shall mean a day on which banks are open for
               general business in London) before the first day of that period,

        unless market practice differs in the Relevant Interbank Market for a
        currency, in which case the Quotation Day for that currency will be
        determined by the Facility Agent in accordance with market practice in
        the Relevant Interbank Market (and if quotations would normally be given
        by leading banks in the Relevant Interbank Market on more than one day,
        the Quotation Day will be the last of those days).

                                      -10-
<Page>

        "REFERENCE BANKS" means, in relation to LIBOR, the principal London
        offices of Citibank, N.A., Credit Suisse First Boston and Barclays Bank
        PLC and, in relation to EURIBOR, the principal London offices of
        Citibank, N.A., Credit Suisse First Boston and Barclays Bank PLC, or
        such other banks as may be appointed by the Facility Agent in
        consultation with ABB.

        "RELEVANT INTERBANK MARKET" means in relation to Euro, the European
        interbank market and, in relation to any other currency, the London
        interbank market.

        "RESERVATIONS" has the meaning given to such term in Clause 18.2
        (BINDING OBLIGATIONS).

        "RESIGNATION LETTER" means a letter substantially in the form set out in
        Schedule 8 (FORM OF RESIGNATION LETTER).

        "ROLLOVER ADVANCE" means one or more Advances:

        (a)    made or to be made on the same day that a maturing Advance is due
               to be repaid;

        (b)    the aggregate amount of which is equal to or less than the
               maturing Advance;

        (c)    in the same currency as the maturing Advance (unless it arose as
               a result of the operation of Clause 6.2 (UNAVAILABILITY OF A
               CURRENCY)); and

        (d)    made or to be made to a Borrower for the purpose of refinancing a
               maturing Advance made to such Borrower.

        "S&P" means Standard & Poor's Ratings Group, a division of The
        McGraw-Hill Companies or any successor thereto.

        "SCREEN RATE" means:

        (a)    in relation to LIBOR, the British Bankers Association Interest
               Settlement Rate for the relevant currency and period; and

        (b)    in relation to EURIBOR, the percentage rate per annum determined
               by the Banking Federation of the European Union for the relevant
               period,

        displayed on the appropriate page of the Telerate screen. If the agreed
        page is replaced or service ceases to be available, the Facility Agent
        may specify another page or service displaying the appropriate rate
        after consultation with ABB and the Lenders.

        "SECURITY" means any mortgage, charge, assignment by way of security,
        pledge, hypothecation, lien and any other security interest of any kind
        whatsoever.

        "SPECIFIED TIME" means a time determined in accordance with Schedule 6
        (TIMETABLES).

        "SUBSIDIARY" means a subsidiary within the meaning of section 736 of the
        Companies Act 1985.

                                      -11-
<Page>

        "TARGET" means Trans-European Automated Real-time Gross Settlement
        Express Transfer payment system.

        "TARGET DAY" means any day on which TARGET is open for the settlement of
        payments in Euro.

        "TAX" means any tax, levy, impost, duty or other charge or withholding
        of a similar nature (including any penalty or interest payable in
        connection with any failure to pay or any delay in paying any of the
        same).

        "TAXES ACT" means the Income and Corporation Taxes Act 1988.

        "TERMINATION DATE" means 17 December 2002.

        "TOTAL COMMITMENTS" means the aggregate Commitments of the Lenders,
        being $3,000,000,000 as at the Effective Date.

        "TOTAL OUTSTANDINGS" means the aggregate from time to time of the
        Outstandings.

        "TRANSFER CERTIFICATE" means a certificate substantially in the form set
        out in Schedule 5 (FORM OF TRANSFER CERTIFICATE) or any other form
        agreed between the Facility Agent and ABB.

        "TRANSFER DATE" means, in relation to a transfer, the later of:

        (a)    the proposed Transfer Date specified in the Transfer Certificate;
               and

        (b)    the date on which the Facility Agent executes the Transfer
               Certificate.

        "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
        under the Finance Documents.

        "UTILISATION" means a utilisation of the Facility.

        "UTILISATION DATE" means the date of a Utilisation, being the date on
        which an Advance is to be made.

        "UTILISATION REQUEST" means a notice substantially in the form set out
        in Part 1 of Schedule 3 (UTILISATION REQUEST).

        "VAT" means value added tax as provided for in the Value Added Tax Act
        1994 and any other tax of a similar nature.

1.2     CONSTRUCTION
(a)     Any reference in this Agreement to:

        (i)    "ASSETS" includes present and future properties, revenues and
               rights of every description;

        (ii)   "BARCLAYS CAPITAL" is a reference to Barclays Capital, the
               investment banking division of Barclays Bank PLC;

                                      -12-
<Page>

        (iii)  the "EUROPEAN INTERBANK MARKET" means the interbank market for
               Euro operating in Participating Member States;

        (iv)   a "FINANCE DOCUMENT" or any other agreement or instrument is a
               reference to that Finance Document or other agreement or
               instrument as amended or novated;

        (v)    a "PERSON" includes any person, firm, company, corporation,
               government, state or agency of a state or any association, trust
               or partnership (whether or not having separate legal personality)
               or two or more of the foregoing;

        (vi)   a "REGULATION" includes any regulation, rule, official directive,
               request or guideline (whether or not having the force of law but,
               if not having the force of law, the compliance with which is
               customary) of any governmental, intergovernmental or
               supranational body, agency, department or regulatory,
               self-regulatory or other authority or organisation;

        (vii)  a "FINANCIAL YEAR" in relation to ABB, means a period in respect
               of which it is required to produce annual audited financial
               statements;

        (viii) a provision of law is a reference to that provision as amended or
               re-enacted; and

        (ix)   unless a contrary indication appears, a time of day is a
               reference to London time.

(b)     Where there is a reference in this Agreement to any amount, limit or
        threshold specified in Dollars, in ascertaining whether or not that
        amount, limit or threshold has been attained, broken or achieved, as the
        case may be, a non-Dollar amount shall, unless the context otherwise
        requires or the contrary is indicated, be counted on the basis of the
        equivalent in Dollars of that amount using the Facility Agent's Spot
        Rate of Exchange EXCEPT FOR the purposes of calculating the dollar
        equivalent of Total Gross Debt which is not denominated in dollars for
        the purposes of the covenants set out in paragraphs (b) and (d) of
        Clause 20.2 (FINANCIAL CONDITION), in which case the dollar exchange
        rate set out in the Financial Times on 31 March 2002 shall be used.

(c)     Section, Clause and Schedule headings are for ease of reference only.

(d)     Unless a contrary indication appears, a term used in any other Finance
        Document or in any notice given under or in connection with any Finance
        Document has the same meaning in that Finance Document or notice as in
        this Agreement.

(e)     A Default is "CONTINUING" if it has not been remedied or waived.

(f)     For the avoidance of doubt, if Moody's or S&P place a Credit Rating on
        credit watch, that shall not (regardless of outlook) constitute a change
        in such Credit Rating or be deemed to be no Credit Rating.

1.3     CURRENCY SYMBOLS AND DEFINITIONS
        "$" and "DOLLARS" denote the lawful currency of the United States of
        America, "L" and "STERLING" denote the lawful currency of the United
        Kingdom and "EURO" denotes the

                                      -13-
<Page>

        single currency unit of the European Union as constituted by the Treaty
        of Rome (as amended).

1.4     THIRD PARTY RIGHTS
        A person who is not a Party has no right under the Contract (Rights of
        Third Parties) Act 1999 to enforce any term of this Agreement.

                                      -14-
<Page>

                                    SECTION 2
                                  THE FACILITY

2.      THE FACILITY

2.1     THE FACILITY
(a)     Subject to the terms of this Agreement, the Lenders make available to
        the Borrowers a committed 364 day multicurrency revolving credit
        facility (the "FACILITY") in a maximum aggregate amount of
        $3,000,000,000.

(b)     A Borrower shall only be entitled to utilise the Facility for so long as
        it is a Qualifying Subsidiary.

2.2     LENDERS' RIGHTS AND OBLIGATIONS
(a)     The obligations of each Lender under the Finance Documents are several.
        Failure by a Lender to perform its obligations under the Finance
        Documents does not affect the obligations of any other Party under the
        Finance Documents. No Finance Party is responsible for the obligations
        of any other Finance Party under the Finance Documents.

(b)     The rights of each Lender under or in connection with the Finance
        Documents are separate and independent rights and any debt arising under
        the Finance Documents to a Lender from any of the Borrowers shall be a
        separate and independent debt.

(c)     A Finance Party may, except as otherwise stated in the Finance
        Documents, separately enforce its rights under the Finance Documents.

2.3     FACILITY OFFICES AND NOMINATED AFFILIATE
(a)     Subject to paragraph (b) below, a Lender may (i) change its Facility
        Office for the purpose of this Agreement and/or (ii) nominate a
        different Facility Office for the purposes of making a particular
        Advance to any Borrower, in which event such Facility Office shall for
        the purposes of this Agreement be its Facility Office for that Advance
        but not otherwise.

(b)     If a Lender changes its Facility Office or nominates a different
        Facility Office, (i) that Lender will notify the Facility Agent and ABB
        promptly (and, in any event, within 5 Business Days) of such change or,
        as the case may be, nomination, and until it does so, the Facility Agent
        and ABB will be entitled to assume that no such change has taken place
        and (ii) if the country of such Facility Office is not subject to the
        Financial Action Task Force any such change or, as the case may be,
        nomination shall be subject to the prior written consent of the Facility
        Agent.

(c)     Subject to the terms of this Agreement, the relevant portion of any
        Advance made to a Borrower incorporated in the United States of America
        in which The Bank of Tokyo-Mitsubishi, Ltd. ("BOT-M") participates shall
        be funded by BTM (Europe) Limited ("BTME"). The following facility
        office shall be deemed to be the Facility Office relevant to BOT-M, as
        Lender, for the purposes of such Advances only:

               BTM(Europe) Limited, Finsbury Circus House, 12-15 Finsbury
               Circus, London EC2M 7BT.

                                      -15-
<Page>

        BOT-M and BTME shall be treated as a single Lender whose Commitment is
        the amount set out opposite BOT-M's name in Part 1 of Schedule 1
        (ORIGINAL PARTIES), and BOT-M's Available Commitment shall be reduced to
        the extent of any amounts funded by BTME as contemplated by this
        sub-paragraph (c). If BOT-M assigns all of its rights or transfers all
        of its rights and obligations to a New Lender, BTME shall cease to have
        any obligations under this Agreement.

3.      PURPOSE

3.1     PURPOSE
        Each Borrower shall apply all amounts borrowed by it under the Facility
        for the general corporate purposes of the Group, including, without
        limitation, back-stop financing for commercial paper facilities of the
        Group.

3.2     MONITORING
        No Finance Party is bound to monitor or verify the application of any
        amount borrowed pursuant to this Agreement.

4.      CONDITIONS OF UTILISATION

4.1     CONDITIONS PRECEDENT
(a)     The Lenders will only be obliged to comply with Clause 5.4 (LENDERS'
        PARTICIPATION) if on the date of the Utilisation Request and on the
        proposed Utilisation Date (in each case other than in the case of a
        Rollover Advance):

        (i)    no Default is continuing or would result from the proposed
               Advance; and

        (ii)   the representations to be made by ABB pursuant to Clause 18.14
               (REPETITION) are true in all respects.

(b)     An Advance will not be made if it would result in the Base Currency
        Amount of all Advances exceeding the Total Commitments.

4.2     CONDITIONS RELATING TO OPTIONAL CURRENCIES
        A currency will constitute an Optional Currency in relation to an
        Advance if it is Sterling or Euro, or it is readily available in the
        amount required and freely convertible into the Base Currency in the
        Relevant Interbank Market on the Quotation Day and the Utilisation Date
        for that Advance PROVIDED THAT there may not at any time be Advances
        outstanding denominated in more than 5 Optional Currencies.

4.3     MAXIMUM NUMBER OF ADVANCES
(a)     No Borrower may deliver a Utilisation Request if as a result of the
        proposed Utilisation more than 10 Advances would be outstanding.

(b)     Any Advance made by a single Lender under Clause 6.2 (UNAVAILABILITY OF
        A CURRENCY) shall not be taken into account in this Clause 4.3.

                                    SECTION 3
                                   UTILISATION

                                      -16-
<Page>

5.      UTILISATION

5.1     DELIVERY OF A UTILISATION REQUEST
        A Borrower may utilise the Facility by delivery to the Facility Agent of
        a duly completed Utilisation Request not later than the Specified Time.

5.2     COMPLETION OF A UTILISATION REQUEST
(a)     Each Utilisation Request delivered to the Facility Agent pursuant to
        Clause 5.1 (DELIVERY OF A UTILISATION REQUEST) is irrevocable and will
        not be regarded as having been duly completed unless:

        (i)    the proposed Utilisation Date is a Business Day within the
               Availability Period;

        (ii)   the currency and amount of the Utilisation comply with Clause 5.3
               (CURRENCY AND AMOUNT); and

        (iii)  the proposed Interest Period complies with Clause 10 (INTEREST
               PERIODS).

(b)     Only one Advance may be requested in each Utilisation Request delivered
        to the Facility Agent pursuant to Clause 5.1 (DELIVERY OF A UTILISATION
        REQUEST).

5.3     CURRENCY AND AMOUNT
(a)     The currency specified in a Utilisation Request delivered to the
        Facility Agent pursuant to Clause 5.1 (DELIVERY OF A UTILISATION
        REQUEST) must be the Base Currency or an Optional Currency.

(b)     The amount of the proposed Advance must be:

        (i)    if the currency selected is the Base Currency, a minimum of
               $50,000,000 and an integral multiple of $10,000,000; or

        (ii)   if the currency selected is Euro, a minimum of Euro50,000,000 and
               an integral multiple of Euro10,000,000; or

        (iii)  if the currency selected is Sterling, a minimum amount of
               L25,000,000 and an integral multiple of L5,000,000; or

        (iv)   if the currency selected is an Optional Currency (other than Euro
               or Sterling), in such minimum amount and multiple as the Facility
               Agent and ABB may agree,

        or, in any case, the amount of the Available Facility.

5.4     LENDERS' PARTICIPATION
(a)     Subject to the other terms of this Agreement, each Lender shall, on the
        relevant Utilisation Date, make its participation in each Advance
        available through its Facility Office.

(b)     Subject to Clause 6.2 (UNAVAILABILITY OF A CURRENCY), the amount of each
        Lender's participation in each Advance will be equal to the proportion
        borne by its Available Commitment to the Available Facility immediately
        prior to making the Advance.

(c)     The Facility Agent shall notify each relevant Lender of the amount,
        currency and the Base Currency Amount of each Advance at the Specified
        Time.

                                      -17-
<Page>

6.      OPTIONAL CURRENCIES

6.1     SELECTION OF CURRENCY
        The relevant Borrower shall select the currency of an Advance in a
        Utilisation Request.

6.2     UNAVAILABILITY OF A CURRENCY
        If before the Specified Time on any Quotation Day:

        (a)    the Facility Agent has received notice from a Lender that the
               Optional Currency (other than Euro or Sterling) requested is not
               readily available to it in the amount required; or

        (b)    a Lender notifies the Facility Agent that compliance with its
               obligation to participate in an Advance in the proposed Optional
               Currency (other than Euro or Sterling) would contravene a law or
               regulation applicable to it,

        the Facility Agent will give notice to the relevant Borrower to that
        effect by the Specified Time on that day. In this event, any Lender that
        gives notice pursuant to this Clause 6.2 will be required to participate
        in the Advance in the Base Currency (in an amount equal to that Lender's
        proportion of the Base Currency Amount or, in respect of a Rollover
        Advance, an amount equal to that Lender's proportion of the Base
        Currency Amount of the maturing Advance that is due to be repaid) and
        its participation will be treated as a separate Advance denominated in
        the Base Currency during that Interest Period.

6.3     NOTIFICATION
        The Facility Agent shall notify the Lenders and the relevant Borrower of
        Optional Currency amounts (and the applicable Facility Agent's Spot Rate
        of Exchange) promptly after they are ascertained.

                                      -18-
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                                    SECTION 4
                     REPAYMENT, PREPAYMENT AND CANCELLATION

7.      REPAYMENT OF ADVANCES

        Each Borrower shall repay each Advance made to it on the last day of its
        Interest Period.

8.      PREPAYMENT AND CANCELLATION

        For the purposes of this Clause 8:

        "EXCLUDED PROCEEDS" means:

        (a)    cash proceeds received in respect of a transaction within
               sub-paragraphs (1) (iii) and (1) (iv) of Clause 21.4 (DISPOSALS);

        (b)    cash proceeds received in respect of individual Disposals with an
               individual value of up to $50,000,000 (or its equivalent in other
               currencies) except to the extent that such cash proceeds are cash
               proceeds contemplated by paragraph (c) below;

        (c)    cash proceeds received in respect of Disposals with an individual
               value of more than $10,000,000 (or its equivalent in other
               currencies) where the amount of such cash proceeds, when
               aggregated with other such cash proceeds received by Group
               Companies, is $50,000,000 (or its equivalent in other currencies)
               or less;

        (d)    cash proceeds received in respect of Disposals of receivables
               pursuant to the Existing Securitisations;

        (e)    cash proceeds received in respect of Disposals of marketable
               securities in the ordinary course of treasury activities of the
               disposing Group Company or in the ordinary course of investment
               management activities in the case of a Group Company that is an
               insurance or re-insurance company; and

        (f)    cash proceeds received in respect of Disposals by a Group Company
               (other than ABB) which is not an Obligor to other Group
               Companies.

        "NET CAPITAL MARKETS PROCEEDS" means the cash proceeds of the issue of
        any bonds, notes, debentures, loan stock, other similar instrument,
        securitisation or other financing (after deducting reasonable fees and
        expenses incurred by any Group Company in relation to such issues or
        financings) other than cash proceeds received pursuant to:

               (i)    issues of commercial paper or medium term notes with a
                      maturity of one year or less;

               (ii)   the Existing Securitisations;

                                      -19-
<Page>

               (iii)  cash pooling arrangements made in the course of day-to-day
                      cash management of the Group;

               (iv)   Project Finance Indebtedness;

               (v)    any single bank loan facility made available to a Group
                      Company PROVIDED THAT the amount of such facility is less
                      than $10,000,000 (or its equivalent) and is provided by
                      the relevant bank on an uncommitted basis and the
                      aggregate of such facilities of the Group does not exceed
                      $100,000,000 (or its equivalent); and

               (vi)   facilities made available to Group Companies for the
                      purposes of refinancing a facility made available by a
                      bank or a branch of a bank in the same jurisdiction of
                      incorporation as the relevant Group Company (a "LOCAL
                      BILATERAL FACILITY") to the extent of the amount of the
                      Local Bilateral Facility actually repaid.

        "NET DISPOSAL PROCEEDS" means the cash proceeds (including any amount
        received in repayment of intercompany debt and excluding Excluded
        Proceeds) of any Disposal of any Group Company after deducting:

        (a)    reasonable fees and expenses incurred by any Group Company due to
               such disposal;

        (b)    VAT paid or payable by the seller or any other Group Company due
               to such Disposal; and

        (c)    any tax incurred and required to be paid by the seller or any
               other Group Company in connection with such Disposal (as
               reasonably determined by the seller or such Group Company, acting
               in good faith, on the basis of existing rates and taking account
               of any available credit, deduction or allowance).

        "NET EQUITY PROCEEDS" means the cash proceeds of any issue of shares or
        stock of any Group Company after deducting:

        (a)    reasonable fees and expenses incurred by any Group Company due to
               such issue of shares;

        (b)    VAT paid or payable by any Group Company due to such issue; and

        (c)    any tax incurred and required to be paid by a Group Company in
               connection with such issue.

8.1     LENDER ILLEGALITY
        If it becomes unlawful in any jurisdiction for a Lender to perform any
        of its obligations as contemplated by this Agreement or to fund its
        participation in any Advance:

        (a)    that Lender shall promptly notify the Facility Agent upon
               becoming aware of that event;

                                      -20-
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        (b)    unless the repayment referred to in paragraph (c) below avoids
               such unlawfulness, upon the Facility Agent notifying ABB, the
               Commitment of that Lender will be immediately cancelled; and

        (c)    each Borrower shall, to the extent necessary to avoid such
               unlawfulness, repay that Lender's participation in the Advances
               made to it on the last day of the Interest Period for each
               Advance occurring after the Facility Agent has notified ABB or,
               if earlier, the date specified by the Lender in the notice
               delivered to the Facility Agent (being no earlier than 5 Business
               Days after receipt of such notice or, if earlier, the last day of
               any applicable grace period permitted by law).

8.2     BORROWER ILLEGALITY
        If it is or becomes unlawful for a Borrower to perform any of its
        obligations under the Finance Documents, save where such obligations are
        not, or could reasonably be considered not to be, material to the
        interests of the Lenders under the Finance Documents, the Borrowers
        shall within 15 Business Days of being served with notice by the
        Facility Agent so to do, repay all Advances, together with accrued
        interest and all other amounts accrued under the Finance Documents. On
        the service of any such notice the Facility shall be cancelled and the
        Commitments will be reduced to zero.

8.3     MANDATORY PREPAYMENT ON CHANGE OF CONTROL
        (a)    If any person (whether alone or together with any associated
               person) becomes the beneficial owner of shares in the issued
               share capital of ABB carrying the right to more than 50% of the
               votes exercisable at a general meeting of ABB:

               (i)    ABB shall promptly notify the Facility Agent upon becoming
                      aware of that event; and

               (ii)   the Facility Agent shall, by not less than 15 Business
                      Days' notice to ABB and having consulted with ABB, cancel
                      the Facility and declare all Advances, together with
                      accrued interest, and all other amounts accrued under the
                      Finance Documents immediately due and payable, whereupon
                      the Facility will be cancelled and all such outstanding
                      amounts will become immediately due and payable.

               For the purposes of this Clause 8.3, "ASSOCIATED PERSON" means,
               in relation to any person, a person who is (i) "acting in
               concert" (as defined in the City Code on Takeovers and Mergers)
               with that person or (ii) a "connected person" (as defined in
               section 839 of the Income and Corporate Taxes Act 1988) of that
               person.

        (b)    On any cancellation of the Facility pursuant to this Clause 8.3,
               the Commitments will be reduced to zero.

8.4     MANDATORY PREPAYMENT ON CEASING TO BE A QUALIFYING SUBSIDIARY
        If any Borrower ceases to be a Qualifying Subsidiary:

        (a)    ABB and/or that Borrower shall promptly notify the Facility Agent
               upon becoming aware of that event;

                                      -21-
<Page>

        (b)    (i)    if such circumstances occur before the end of the
                      Availability Period, such Borrower shall within 5 Business
                      Days of it so ceasing to be a Qualifying Subsidiary repay
                      all Advances borrowed by it together with accrued interest
                      thereon; or

               (ii)   if such circumstances occur after the end of the
                      Availability Period, any Advance drawn by the relevant
                      Subsidiary shall forthwith be novated to another Borrower
                      nominated by ABB and such other Borrower shall become the
                      Borrower for such Advance; and

        (c)    the Parties shall enter into such documentation necessary to give
               effect to the provisions of paragraph (b)(ii) above.

8.5     MANDATORY PREPAYMENT OUT OF PROCEEDS
        8.5.1  So long as the Total Commitments are more than $1,000,000,000, if
               a Group Company receives any Net Disposal Proceeds, Net Capital
               Market Proceeds or Net Equity Proceeds (the "RELEVANT PROCEEDS"),
               ABB shall promptly notify the Facility Agent upon becoming aware
               of the same.

        8.5.2  Upon receipt of the notification referred to in sub-clause 8.5.1,
               the Total Commitments shall be reduced by the amount of the
               relevant proceeds (or, if less, such amount as is necessary to
               reduce the Total Commitments to $1,000,000,000) PROVIDED THAT
               nothing in this sub-paragraph shall prevent the Borrower from
               making Rollover Advances.

        8.5.3  Without prejudice to sub-clause 8.5.2, ABB may, by notice to the
               Facility Agent delivered at the same time as the notice pursuant
               to sub-clause 8.5.1, elect to apply any relevant proceeds in
               repayment or prepayment of a Group Company's obligations under
               any commercial paper issued by such Group Company.

        8.5.4  To the extent that ABB does not elect to apply relevant proceeds
               in repayment of Group Company obligations under commercial paper,
               as contemplated by sub-clause 8.5.3, ABB shall procure that such
               relevant proceeds are applied in prepayment of Advances as soon
               as reasonably practicable, and in any event within 10 Business
               Days of receipt by the relevant Group Company of the relevant
               proceeds PROVIDED THAT ABB's obligations pursuant to this
               sub-clause 8.5.4 to procure prepayment of the Advances from Net
               Disposal Proceeds or Net Capital Markets Proceeds shall only be
               to the extent that such Net Disposal Proceeds or Net Capital
               Markets Proceeds (as the case may be) can be transferred to a
               Borrower for the purpose of the relevant prepayment and
               cancellation without contravening any applicable laws or (in the
               case only of Net Disposal Proceeds in respect of Disposals OTHER
               THAN the Disposal of the Group's structured finance division
               ("RELEVANT NET DISPOSAL PROCEEDS")) without incurring any
               material costs on account of taxes PROVIDED FURTHER HOWEVER that
               each Group Company shall use its reasonable endeavours to effect
               such transfer of Net Disposal Proceeds or Net Capital Markets
               Proceeds (as the case may be) and if such transfer cannot be made
               without contravening applicable laws or (in the case of Net
               Disposal Proceeds other than Relevant

                                      -22-
<Page>

               Net Disposal Proceeds) without incurring any material costs on
               account of taxes, ABB (so long as no Group Company would incur
               material expenditure as a result) shall use its reasonable
               endeavours to procure that the relevant prepayment is made from
               other available cash reserves of Group Companies.

        8.5.5  No amounts prepaid pursuant to this Clause 8.5 may be reborrowed
               except to the extent that an amount reborrowed would not result
               in Outstandings being more than $1,000,000,000.

8.6     VOLUNTARY CANCELLATION
        ABB may, if it gives the Facility Agent not less than 5 Business Days'
        (or such shorter period as the Majority Lenders may agree) prior notice,
        cancel the whole or any part (being a minimum amount of $50,000,000 and
        an integral multiple of $10,000,000) of the Available Facility. Any
        cancellation under this Clause 8.6 shall reduce rateably the
        Commitments.

8.7     VOLUNTARY PREPAYMENT
        A Borrower may, if it gives the Facility Agent not less than 5 Business
        Days' (or such shorter period as the Majority Lenders may agree) prior
        notice, prepay the whole or any part of an Advance made to it (but if in
        part, being an amount that reduces the Base Currency Amount of the
        Advance by a minimum amount of $50,000,000 and rounded as the Facility
        Agent may reasonably require).

8.8     RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER
(a)     If:

        (i)    any sum payable to any Lender by ABB or an Obligor is required to
               be increased under paragraph (c) of Clause 13.2 (TAX GROSS-UP);
               or

        (ii)   any Lender claims indemnification from ABB or a Borrower under
               Clause 13.3 (TAX INDEMNITY) or Clause 14.1 (INCREASED COSTS),

        then ABB may, whilst the circumstance giving rise to the requirement or
        indemnification continues, give the Facility Agent notice of
        cancellation of the Commitment of that Lender and its intention to
        procure the repayment of that Lender's participation in the Advances.

(b)     On receipt of a notice referred to in paragraph (a) above, the
        Commitment of that Lender shall immediately be reduced to zero.

                                      -23-
<Page>

(c)     On the last day of each Interest Period in respect of an Advance which
        ends after ABB has given notice under paragraph (a) above (or, if
        earlier, the date specified by ABB in that notice), each Borrower to
        which an Advance is outstanding shall repay that Lender's participation
        in that Advance.

8.9     RESTRICTIONS
(a)     Any notice of cancellation or prepayment given by any Party under this
        Clause 8 shall be irrevocable and, unless a contrary indication appears
        in this Agreement, shall specify the date or dates upon which the
        relevant cancellation or prepayment is to be made and the amount of that
        cancellation or prepayment.

(b)     Any prepayment under this Agreement shall be made together with accrued
        interest on the amount prepaid and, subject to any Break Costs, without
        premium or penalty.

(c)     Unless a contrary indication appears in this Agreement, any part of the
        Facility which is prepaid may be reborrowed in accordance with the terms
        of this Agreement.

(d)     No Borrower shall repay or prepay all or any part of the Advances or
        cancel all or any part of the Commitments except at the times and in the
        manner expressly provided for in this Agreement.

(e)     No amount of the Total Commitments cancelled under this Agreement may be
        subsequently reinstated.

(f)     If the Facility Agent receives a notice under this Clause 8 it shall
        promptly forward a copy of that notice to the affected Borrower or the
        affected Lender, as appropriate.

                                      -24-
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                                    SECTION 5
                              COSTS OF UTILISATION

9.      INTEREST

9.1     CALCULATION OF INTEREST
        The rate of interest on each Advance for each Interest Period is the
        percentage rate per annum which is the aggregate of the applicable:

        (i)    Margin;

        (ii)   LIBOR or, in relation to any Advance in Euro, EURIBOR; and

        (iii)  the Additional Cost Rate (where applicable).

9.2     PAYMENT OF INTEREST
(a)     Each Borrower shall pay accrued interest on each Advance made to it on
        the last day of each Interest Period (and, if the Interest Period is
        longer than six Months, on the dates falling at six monthly intervals
        after the first day of the Interest Period).

(b)     If a Tax Deduction is required by law to be made by an Obligor in one of
        the circumstances set out in paragraph (c) of Clause 13.2 (TAX
        GROSS-UP), the amount of the payment due from that Obligor 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.

9.3     DEFAULT INTEREST
(a)     If an Obligor fails to pay any amount payable by it under a Finance
        Document on its due date, interest shall accrue on the overdue amount
        from the due date up to the date of actual payment (both before and
        after judgment) at a rate 1.00 per cent higher than the rate which would
        have been payable if the overdue amount had, during the period of
        non-payment, constituted an Advance in the currency of the overdue
        amount for successive Interest Periods, each of a duration selected by
        the Facility Agent (acting reasonably). Any interest accruing under this
        Clause 9.3 shall be immediately payable by the relevant Obligor on
        demand by the Facility Agent.

(b)     Default interest (if unpaid) arising on an overdue amount will be
        compounded with the overdue amount at the end of each Interest Period
        applicable to that overdue amount but will remain immediately due and
        payable.

9.4     NOTIFICATION OF RATES OF INTEREST
        The Facility Agent shall promptly notify the Lenders, ABB and the
        relevant Borrowers of the determination of a rate of interest under this
        Agreement.

10.     INTEREST PERIODS

(a)     The relevant Borrower may select an Interest Period for an Advance in
        the Utilisation Request for that Advance or (for Interest Periods other
        than the first) on 3 Business Days' written notice to the Facility Agent
        from the relevant Borrower.

                                      -25-
<Page>

(b)     Subject to this Clause 10, a Borrower may select an Interest Period of
        1, 2, 3 or 6 Months or any other period of less than 1 Month to end on
        the Termination Date or any other period agreed between the relevant
        Borrower and the Facility Agent (acting on the instructions of all the
        Lenders).

(c)     An Interest Period for an Advance shall not extend beyond the
        Termination Date.

(d)     Each Advance has one Interest Period only.

11.     CHANGES TO THE CALCULATION OF INTEREST

11.1    ABSENCE OF QUOTATIONS
        Subject to Clause 11.2 (MARKET DISRUPTION), if LIBOR or EURIBOR is to be
        determined by reference to the Reference Banks but a Reference Bank does
        not supply a quotation by the Specified Time on the Quotation Day, the
        applicable LIBOR or EURIBOR shall be determined on the basis of the
        quotations of the remaining Reference Banks.

11.2    MARKET DISRUPTION
(a)     If a Market Disruption Event occurs in relation to an Advance for any
        Interest Period, then the rate of interest on each Lender's share of
        that Advance for the Interest Period shall be the rate per annum which
        is the sum of:

        (i)    the Margin;

        (ii)   the rate notified to the Facility Agent, ABB and the relevant
               Borrower by that Lender in a certificate (which sets out the
               details of the computation of the relevant rate and shall be
               prima facie non-binding evidence of the same) as soon as
               practicable and in any event before interest is due to be paid in
               respect of that Interest Period, to be that which expresses as a
               percentage rate per annum the cost to that Lender of funding its
               participation in that Advance from whatever source it may
               reasonably select; and

        (iii)  the Additional Cost Rate, if any, applicable to that Lender's
               participation in the Advance.

(b)     In this Agreement "MARKET DISRUPTION EVENT" means:

        (i)    at or about noon on the Quotation Day for the relevant Interest
               Period the Screen Rate is not available and none or only one of
               the Reference Banks supplies a rate to the Facility Agent to
               determine LIBOR or, if applicable, EURIBOR for the relevant
               currency and period; or

        (ii)   before close of business in London on the Quotation Day for the
               relevant Interest Period, the Facility Agent receives
               notifications from a Lender or Lenders (whose participations in
               an Advance exceed 50 per cent. of that Advance) that the cost to
               it or them of obtaining matching deposits in the Relevant
               Interbank Market would be in excess of LIBOR or, if applicable,
               EURIBOR.

                                      -26-
<Page>

11.3    ALTERNATIVE BASIS OF INTEREST OR FUNDING
(a)     If a Market Disruption Event occurs and the Facility Agent or ABB so
        requires, the Facility Agent and ABB shall enter into negotiations (for
        a period of not more than thirty days) with a view to agreeing a
        substitute basis for determining the rate of interest.

(b)     Any alternative basis agreed pursuant to paragraph (a) above shall, with
        the prior consent of the Majority Lenders and ABB, be binding on all
        Parties.

11.4    BREAK COSTS
(a)     The relevant Borrower shall, within three Business Days of demand by a
        Finance Party, pay to that Finance Party its Break Costs attributable to
        all or any part of an Advance or Unpaid Sum being paid by that Borrower
        on a day other than the last day of an Interest Period for that Advance
        or Unpaid Sum.

(b)     Each Lender shall, as soon as reasonably practicable after a demand by
        the Facility Agent, provide to ABB and the relevant Borrower a
        certificate (which shall constitute prima facie non-binding evidence of
        the matters to which it refers) addressed to the Facility Agent, ABB and
        the relevant Borrower confirming the amount of its Break Costs for any
        Interest Period in which they accrue and setting out the manner of
        computing such Break Costs.

12.     FEES

12.1    COMMITMENT FEE
(a)     ABB shall pay to the Facility Agent (for the account of each Lender) a
        commitment fee in the Base Currency computed at the rate per annum on
        that Lender's Available Commitment computed in accordance with the table
        set out in Schedule 4 (THE MARGIN AND COMMITMENT FEE), PROVIDED THAT on
        any day that ABB has Credit Ratings from S&P and Moody's which are
        divergent from each other or has no Credit Rating from either S&P or
        Moody's, the applicable rate per annum for such day shall be the rate
        per annum for the lower Credit Rating or, in the latter case, the rate
        per annum for the remaining Credit Rating, in each case computed in
        accordance with the table set out in Schedule 4 (THE MARGIN AND
        COMMITMENT FEE).

(b)     The accrued commitment fee is payable on the last day of each successive
        period of three Months commencing from the Effective Date and on the
        last day of the Availability Period.

12.2    UTILISATION FEE
(a)     ABB shall pay to the Facility Agent (for the account of the Lenders pro
        rata to their Commitments) a utilisation fee in respect of the Total
        Outstandings computed at the rate of:

        (i)    0.25 per cent. per annum for each day that the Total Outstandings
               are in an amount which is greater than 33 per cent. but is less
               than or equal to 66 per cent. of the Total Commitments; or

        (ii)   0.50 per cent. per annum for each day that the Total Outstandings
               are in an amount greater than 66 per cent. of the Total
               Commitments.

                                      -27-
<Page>

(b)     The accrued utilisation fee is payable on the last day of each
        successive period of three Months commencing from the Effective Date and
        on the Termination Date.

12.3    AGENCY FEE
        ABB shall pay to the Facility Agent (for its own account) an agency fee
        in the amount and at the times agreed in a fee letter.

                                      -28-
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                                    SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

13.     TAX GROSS UP AND INDEMNITIES

13.1    DEFINITIONS
(a)     In this Clause 13:

        "INITIAL BORROWER JURISDICTION" means any of The Netherlands, the United
        States of America, Switzerland, Sweden or Guernsey.

        "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.

        "QUALIFYING LENDER" means:

        (a)    in respect of a payment by a Borrower resident in Switzerland for
               the purposes of Swiss tax, a Lender which is a bank;

        (b)    in respect of a payment by a Borrower incorporated in the United
               States of America, a Lender which is:

               (i)    created or organised under the laws of the United States
                      of America or of any state (including the District of
                      Columbia) thereof; or

               (ii)   resident in a jurisdiction having a double taxation
                      agreement with the United States of America which makes
                      provision for full exemption from tax imposed by the
                      United States of America on interest and which does not
                      carry on a business in the United States of America
                      through a permanent establishment with which that Lender's
                      participation in the Facility is effectively connected; or

               (iii)  entitled to receive payments under the Finance Documents
                      without deduction or withholding of any United States
                      federal income taxes,

               and which has complied with any procedural requirements within
               its control necessary to receive such payment without the
               imposition of United States withholding tax; or

        (c)    in respect of a payment by a Borrower incorporated in any
               jurisdiction except the United States of America or Switzerland,
               any Lender.

        "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 ABB or an Obligor to a
        Finance Party under Clause 13.2 (TAX GROSS-UP) or a payment made by ABB
        or an Obligor under Clause 13.3 (TAX INDEMNITY).

                                      -29-
<Page>

(b)     In this Clause 13 a reference to "determines" or "determined" means,
        save where expressly stated to the contrary, a determination made in the
        absolute discretion of the person making the determination acting in
        good faith.

13.2    TAX GROSS-UP
(a)     ABB and each Obligor shall make all payments to be made by it without
        any Tax Deduction, unless a Tax Deduction is required by law.

(b)     ABB, an Obligor or a Lender shall promptly upon becoming aware that ABB
        or an Obligor (as the case may be) must make a Tax Deduction (or that
        there is any change in the rate or the basis of a Tax Deduction) notify
        the Facility Agent accordingly. If the Facility Agent receives such
        notification from a Lender it shall notify ABB and the relevant Obligor.

(c)     If a Tax Deduction is required by law to be made by ABB or an Obligor in
        one of the circumstances set out in paragraph (d) below, the amount of
        the payment due from ABB or that Obligor 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)     The circumstances referred to in paragraph (c) above are where a person
        entitled to the payment:

        (i)    is the Facility Agent or a Mandated Lead Arranger (on its own
               behalf);

        (ii)   is a Qualifying Lender; or

        (iii)  is not or has ceased to be a Qualifying Lender to the extent that
               this altered status results from any change after the Effective
               Date in (or in the interpretation, administration, or application
               of) any law or double taxation agreement or any published
               practice or published concession of any relevant taxing
               authority.

(e)     If ABB or an Obligor is required to make a Tax Deduction, it shall make
        that Tax Deduction and any payment required in connection with that Tax
        Deduction within the time allowed and in the minimum amount required by
        law.

(f)     Within 30 days of making either a Tax Deduction or any payment required
        in connection with that Tax Deduction, ABB or the relevant Obligor (as
        the case may be) shall deliver to the Facility Agent for the Finance
        Party entitled to the payment original receipts or certified copies
        thereof or if not available, other evidence reasonably satisfactory to
        that Finance Party that the Tax Deduction has been made or (as
        applicable) any appropriate payment paid to the relevant taxing
        authority.

(g)     Each Finance Party, ABB and the Obligors shall co-operate in completing
        any procedural formalities necessary for ABB or an Obligor to make a
        payment to which the Finance Party is entitled without a Tax Deduction
        or with a reduced Tax Deduction. Each Finance Party shall on the
        reasonable written request of ABB or an Obligor complete and deliver to
        ABB or that Obligor all documentation reasonably required by ABB or that
        Obligor in order to enable it to make such payments without a Tax

                                      -30-
<Page>

        Deduction or with a reduced Tax Deduction (so long as the completion or
        delivery of such documentation would not materially prejudice the legal
        or commercial position of the relevant Finance Party).

13.3    TAX INDEMNITY
(a)     ABB or the Borrowers shall (within three Business Days of written demand
        by the Facility Agent) pay to a Protected Party an amount equal to the
        loss, liability or cost which that Protected Party determines will be or
        has been (directly or indirectly) suffered for or on account of Tax by
        that Protected Party.

(b)     Paragraph (a) above shall not apply with respect to any Tax assessed on
        a Finance Party:

        (1)
               (i)    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;

               (ii)   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; or

               (iii)  arising by reason of the making of an Advance to a
                      Borrower in an Initial Borrower Jurisdiction under the law
                      of such jurisdiction, except to the extent arising by
                      reason of a change in law or in any regulation occurring
                      after the Effective Date, PROVIDED THAT this paragraph
                      (b)(1)(iii) shall not apply to any Tax assessed or imposed
                      on the Facility Agent,

        if that Tax is imposed on or calculated by reference to the net income
        received or receivable (including any sum deemed to be received or
        receivable) by that Finance Party; or

        (2)    which is compensated for by Clause 13.2 (TAX GROSS UP) (or would
               have been so compensated but for an exception to that Clause).

(c)     A Protected Party making, or intending to make a claim pursuant to
        paragraph (a) above shall promptly notify the Facility Agent of the
        event which will give, or has given, rise to the claim, following which
        the Facility Agent shall notify ABB.

(d)     A Protected Party shall, on receiving a payment from ABB under this
        Clause 13.3, notify the Facility Agent.

13.4    TAX CREDIT
        If ABB or 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 ABB or (as the case may be)
        that Obligor which that Finance Party determines, acting in good faith,
        will leave that Finance Party

                                      -31-
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        (after that payment) in the same after-Tax position as it would have
        been in had the Tax Payment not been made by ABB or that Obligor (as the
        case may be). The relevant Finance Party shall endeavour, acting in good
        faith, to obtain, utilise and retain the Tax Credit save that it shall
        not be obliged to disclose any information relating to its tax or other
        affairs or any computations in respect thereof.

13.5    QUALIFYING LENDERS
        Any Lender which ceases, for any reason, to be a Qualifying Lender shall
        promptly notify ABB and the relevant Obligor(s) of its change of status.

13.6    STAMP TAXES
        The Borrowers shall pay and, within 3 Business Days of demand, indemnify
        each Finance Party against any cost, loss or liability such Finance
        Party incurs in relation to all stamp duty, registration and other
        similar Taxes payable in respect of any Finance Document, but not in
        respect of any assignment or transfer pursuant to Clause 23 (CHANGES TO
        THE LENDERS).

13.7    VALUE ADDED TAX
(a)     All consideration payable under a Finance Document by ABB or the
        Borrowers to a Finance Party shall be deemed to be exclusive of any VAT.
        If VAT is chargeable, ABB or the Borrowers (as the case may be) shall
        pay to the Finance Party (in addition to and at the same time as paying
        the consideration) an amount equal to the amount of the VAT.

(b)     Where a Finance Document requires ABB or the Borrowers to reimburse a
        Finance Party for any costs or expenses, ABB or the Borrowers (as the
        case may be) shall also at the same time pay and indemnify that Finance
        Party against all VAT directly 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.

14.     INCREASED COSTS

14.1    INCREASED COSTS
(a)     Subject to Clause 14.3 (EXCEPTIONS) ABB or the Borrowers shall, within 3
        Business Days of a demand by the Facility Agent, pay for the account of
        a Finance Party the amount of any Increased Costs incurred by that
        Finance Party or any of its Affiliates 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 made after the Effective Date.

(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.

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14.2    INCREASED COST CLAIMS
(a)     A Finance Party intending to make a claim pursuant to Clause 14.1
        (INCREASED COSTS) shall promptly notify the Facility Agent of the event
        giving rise to the claim, following which the Facility Agent shall
        promptly notify ABB.

(b)     Each Finance Party shall, as soon as practicable after a demand by the
        Facility Agent provide a certificate confirming the amount of its
        Increased Costs with (subject to any rights or duties of confidentiality
        the relevant Finance Party has in respect of such information) full
        supporting details (which certificate shall constitute prima facie
        non-binding evidence of the matters to which it relates).

14.3    EXCEPTIONS
(a)     Clause 14.1 (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 ABB
               or an Obligor;

        (ii)   compensated for by Clause 13.3 (TAX INDEMNITY) (or would have
               been compensated for under Clause 13.3 (TAX INDEMNITY) but was
               not so compensated solely because one of the exclusions in
               paragraph (b) of Clause 13.3 (TAX INDEMNITY) applied);

        (iii)  not payable as provided in Clause 23.2 (CONDITIONS OF ASSIGNMENT
               OR TRANSFER);

        (iv)   compensated for by the payment of the Additional Cost Rate;

        (v)    attributable to the breach by the relevant Finance Party or its
               Affiliates of any law or regulation; or

        (vi)   not notified to ABB within 3 months of being incurred.

(b)     In this Clause 14.3, a reference to a "TAX DEDUCTION" has the same
        meaning given to the term in Clause 13.1 (DEFINITIONS).

15.     OTHER INDEMNITIES

15.1    CURRENCY INDEMNITY
(a)     If any sum due from ABB or an Obligor under the Finance Documents (a
        "SUM"), or any order, judgment or award given or made in relation to a
        Sum, has to be converted from the currency (the "FIRST CURRENCY") in
        which that Sum is payable into another currency (the "SECOND CURRENCY")
        for the purpose of:

        (i)    making or filing a claim or proof against ABB or any of the
               Obligors;

        (ii)   obtaining or enforcing an order, judgment or award in relation to
               any litigation or arbitration proceedings,

        ABB or that Obligor (as the case may be) shall as an independent
        obligation, within 3 Business Days of demand, indemnify each Finance
        Party to whom that Sum is due against any cost, loss or liability
        arising out of or as a result of the conversion including any
        discrepancy between (A) the rate of exchange used to convert that Sum
        from the

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        First Currency into the Second Currency and (B) the rate or rates of
        exchange available to that person at the time of its receipt of that
        Sum.

(b)     ABB and each Obligor waives any right it may have in any jurisdiction to
        pay any amount under the Finance Documents in a currency or currency
        unit other than that in which it is expressed to be payable.

15.2    OTHER INDEMNITIES
        ABB or the Borrowers shall indemnify each Lender upon presentation of
        duly documented evidence thereof against any cost, loss or liability
        directly incurred by that Lender as a result of:

        (a)    the occurrence of any Event of Default (but excluding any costs
               of enforcement save as provided in Clause 17.3 (ENFORCEMENT
               COSTS));

        (b)    a failure by ABB or an Obligor to pay any amount due under a
               Finance Document on its due date, including without limitation,
               any cost, loss or liability arising as a result of Clause 27
               (SHARING AMONG THE LENDERS);

        (c)    funding, or making arrangements to fund, its participation in an
               Advance requested by a Borrower in a Utilisation Request but not
               made by reason of the operation of any one or more of the
               provisions of this Agreement (other than by reason of default,
               negligence or wilful misconduct by that Lender alone); or

        (d)    an Advance (or part of an Advance) not being prepaid in
               accordance with a notice of prepayment given by a Borrower.

15.3    INDEMNITY TO THE FACILITY AGENT
        ABB or the Borrowers shall promptly indemnify the Facility Agent, upon
        presentation of duly documented evidence thereof, against any reasonable
        cost, loss or liability properly and directly incurred by the Facility
        Agent (acting reasonably) as a result of:

        (a)    investigating any event which it reasonably believes is a
               Default; or

        (b)    entering into or performing any foreign exchange contract for the
               purposes of Clause 6 (OPTIONAL CURRENCIES); or

        (c)    acting or relying on any notice, request or instruction which it
               reasonably believes (after due enquiry) to be genuine, correct
               and appropriately authorised.

16.     MITIGATION BY THE LENDERS

16.1    MITIGATION
(a)     Each Finance Party shall, in consultation with ABB, take all reasonable
        steps to mitigate any circumstances which arise and which would result
        in any amount becoming payable under or pursuant to, or cancelled
        pursuant to, any of Clause 8.1 (LENDER ILLEGALITY), Clause 13 (TAX
        GROSS-UP AND INDEMNITIES) or Clause 14 (INCREASED COSTS) or which would
        result in any increased amount being payable under this Agreement by
        reason of a change in the Additional Cost Rate after the Effective Date
        including (but not limited to) transferring its rights and obligations
        under the Finance Documents to another Affiliate or Facility Office and,
        in such circumstances a Lender will, at the request of ABB but

                                      -34-
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        subject to ABB indemnifying it for the costs of so doing, transfer its
        rights and obligations under the Finance Documents to another Lender.

(b)     Paragraph (a) above does not in any way limit the obligations of the
        Obligors under the Finance Documents.

16.2    LIMITATION OF LIABILITY
(a)     ABB or the Borrowers shall indemnify each Finance Party, upon
        presentation of duly documented evidence thereof, for all costs and
        expenses reasonably and directly incurred by that Finance Party as a
        result of steps taken by it under Clause 16.1 (MITIGATION).

(b)     A Finance Party is not obliged to take any steps under Clause 16.1
        (MITIGATION) (other than a transfer of its rights and obligations to
        another Lender where ABB or a Borrower indemnifies it for the cost of so
        doing) if, in the opinion of that Finance Party (acting reasonably), to
        do so could reasonably be expected to be prejudicial to it.

17.     COSTS AND EXPENSES

17.1    TRANSACTION EXPENSES
        ABB or the Borrowers shall promptly on demand pay, upon presentation of
        duly documented evidence thereof, the Facility Agent and the Mandated
        Lead Arrangers the amount of all costs and expenses (including legal
        fees) reasonably and directly incurred by any of them in connection with
        the negotiation, preparation, printing, execution and syndication of:

        (a)    this Agreement and any other documents referred to in this
               Agreement; and

        (b)    any other Finance Documents executed after the Effective Date.

17.2    AMENDMENT COSTS
        If (a) ABB requests an amendment, waiver or consent or (b) an amendment
        is required pursuant to Clause 28.9 (CHANGE OF CURRENCY), ABB or the
        Borrowers shall, within 3 Business Days of demand, reimburse the
        Facility Agent, upon presentation of duly documented evidence thereof,
        for the amount of all costs and expenses (including legal fees)
        reasonably and directly incurred by the Facility Agent and which have
        previously been agreed with ABB in responding to, evaluating,
        negotiating or complying with that request or requirement.

17.3    ENFORCEMENT COSTS
        ABB or the Borrowers shall, within 3 Business Days of demand, pay to
        each Finance Party the amount of all costs and expenses (including legal
        fees) directly incurred by that Finance Party at any time after the
        service of a notice by the Facility Agent under Clause 22.10
        (ACCELERATION) in connection with the enforcement of, or the
        preservation of any rights under, any Finance Document.

17.4    FSA AND ECB COSTS
(a)     This Clause 17.4 applies if, whether now or in the future, either:

        (i)    a requirement to pay fees is imposed by the Financial Services
               Authority under the Fees Rules; or

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        (ii)   a reserve requirement is imposed by the European Central Bank;

        which, in either case, is applied to any Lender (and would be applied
        generally to banks or financial institutions of a similar nature to that
        Lender) as a consequence of its entering into and/or performing its
        obligations under this Agreement and/or assuming or maintaining its
        Commitment under this Agreement and/or making one or more Advances under
        this Agreement. If, as a result, that Lender's effective return on its
        overall capital is reduced, ABB and the Borrowers agree to reimburse
        that Lender for the amount claimed.

(b)     In the event that paragraph (a) above applies, each Lender may submit a
        certificate setting out a calculation of the amount claimed by it (and,
        in the case of an amount claimed as a result of a reserve requirement
        being imposed by the European Central Bank, certifying that such amount
        has been reasonably determined) to the Facility Agent within the period
        (the "CERTIFICATE PERIOD") of 10 Business Days after the end of each
        Relevant Period. The Facility Agent will notify ABB of the amount
        claimed by that Lender within 5 Business Days after the end of the
        relevant Certification Period and ABB or the Borrowers shall (absent
        manifest error in the relevant notice) reimburse that Lender for the
        amount claimed within 3 Business Days after the date of such
        notification.

(c)     In this Clause 17.4, a "RELEVANT PERIOD" is, as appropriate:

        (i)    the period beginning on the Effective Date and ending on 30 June
               2002; and

        (ii)   the period which starts on 30 June 2002 and ends on the
               Termination Date,

        and "FEES RULES" means, as appropriate, either:

        (i)    the rules on periodic fees contained in the FSA Supervision
               Manual; or

        (ii)   such other law or regulations as may be in force from time to
               time relating to the payment of fees for the acceptance of
               deposits.

                                      -36-
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                                    SECTION 7
               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.     REPRESENTATIONS

        ABB makes the representations and warranties set out in this Clause 18
        to each Finance Party on the date of this Agreement.

18.1    STATUS
        (a)    ABB and each Obligor is a corporation, duly incorporated and
               validly existing under the law of its jurisdiction of
               incorporation.

        (b)    Each Group Company has the power to own its assets and carry on
               its business as it is being conducted.

18.2    BINDING OBLIGATIONS
        The obligations expressed to be assumed by ABB and each Obligor in each
        Finance Document are (subject to any general principles of law
        ("RESERVATIONS") limiting its obligations which are specifically
        referred to in any legal opinion delivered pursuant to Schedule 1
        (CONDITIONS PRECEDENT) of the Amendment Agreement, Clause 24.2
        (ADDITIONAL BORROWERS), Clause 24.4 (ADDITIONAL GUARANTORS) or at any
        time in connection with the satisfaction of conditions precedent to
        availability of the Facility), legal, valid, binding and enforceable
        obligations.

18.3    NON-CONFLICT WITH OTHER OBLIGATIONS
        The entry into and performance by ABB and each Obligor of, and the
        transactions contemplated by, the Finance Documents do not and will not
        conflict with:

        (a)    any law or regulation applicable to it;

        (b)    its constitutional documents; or

        (c)    any agreement or instrument binding upon it or any Group Company
               or any of their assets,

        and, in the case of paragraph (c) on any repetition after the date of
        this Agreement, in a manner that could reasonably be expected to have a
        Material Adverse Effect.

18.4    POWER AND AUTHORITY
        ABB and each Obligor has the power to enter into, perform and deliver,
        and has taken all necessary action to authorise its entry into,
        performance and delivery of, the Finance Documents to which it is a
        party and the transactions contemplated by those Finance Documents.

18.5    VALIDITY AND ADMISSIBILITY IN EVIDENCE
        All Authorisations required by ABB and each Obligor:

        (a)    to enable it lawfully to enter into, exercise its rights and
               comply with its obligations in the Finance Documents to which it
               is a party; and

        (b)    to make the Finance Documents to which it is a party admissible
               in evidence in its jurisdiction of incorporation,

                                      -37-
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        have been obtained or effected and are in full force and effect.

18.6    INSOLVENCY
        No Material Company has taken any action nor (so far as ABB is aware,
        having made all due enquiry) have any steps been taken or legal
        proceedings been started against it for winding-up, dissolution or
        re-organisation, the enforcement of any Security over its assets or for
        the appointment of a receiver, administrative receiver, or
        administrator, trustee or similar officer of it or any of its assets.

18.7    NO DEFAULT
        (a)    No Default is continuing.

        (b)    No other event or circumstance is outstanding which constitutes a
               default under any other agreement or instrument which is binding
               on a Group Company or to which their assets are subject which has
               had or could reasonably be expected to have a Material Adverse
               Effect.

18.8    NO MISLEADING INFORMATION
        (a)    Any factual information provided by ABB or the Obligors for the
               purposes of the Information Memorandum was true and accurate in
               all material respects as at the date of the Information
               Memorandum.

        (b)    Nothing has occurred or been omitted from the Information
               Memorandum and no information has been given or withheld that
               results in the information contained in the Information
               Memorandum being untrue or misleading in any material respect as
               at the date of the Information Memorandum.

18.9    FINANCIAL STATEMENTS
        (a)    The Original Financial Statements were prepared in accordance
               with GAAP consistently applied.

        (b)    The Original Financial Statements fairly present in all material
               respects the consolidated financial condition and operations of
               the Group during the relevant financial year.

        (c)    Each of the latest audited consolidated financial statements
               required to be delivered under Clause 19.1(a) fairly presents in
               all material respects the financial position of the Group as at
               the date to which they were prepared and for the period then
               ended.

        (d)    Each of the latest set of consolidated financial statements
               required to be delivered under Clause 19.1(b) fairly presents in
               all material respects the financial condition of the Group as at
               the date to which they were prepared and for the period then
               ended.

18.10   NO MATERIAL ADVERSE EFFECT
        Since 31 December 2001:

        (a)    there has been no material adverse change in any of the business,
               condition (financial or otherwise), prospects, operations,
               performance or properties of the Group (taken as a whole); and

                                      -38-
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        (b)    no event or circumstance has occurred which has a Material
               Adverse Effect,

        PROVIDED THAT the fact of any Credit Rating downgrade of ABB since 31
        December 2001 shall not, for the purposes of this representation,
        constitute a "material adverse change" or "Material Adverse Effect" as
        contemplated by paragraphs (a) and (b) above. (For the avoidance of
        doubt, ABB acknowledges that the consequences of any such Credit Rating
        downgrade may qualify as being, or contribute towards, a "material
        adverse change" or "Material Adverse Effect" for the purposes of this
        representation).

18.11   PARI PASSU RANKING
        The payment obligations of each Obligor under the Finance Documents rank
        at least pari passu with the claims of all its other unsecured and
        unsubordinated creditors, except for obligations mandatorily preferred
        by law applying to companies generally.

18.12   NO PROCEEDINGS PENDING OR THREATENED
        No litigation, arbitration or administrative proceedings of or before
        any court, arbitral body or agency which, if adversely determined, could
        reasonably be expected to have a Material Adverse Effect have (to the
        best of its knowledge and belief) been started or threatened against any
        Group Company.

18.13   ENVIRONMENTAL COMPLIANCE
        Each Group Company has complied in all respects with all Environmental
        Law save to the extent that non-compliance could not reasonably be
        expected to have a Material Adverse Effect.

18.14   REPETITION
        The representations and warranties in Clause 18.1 (STATUS) to Clause
        18.4 (POWER AND AUTHORITY) and paragraphs (c) and (d) of Clause 18.9
        (FINANCIAL STATEMENTS) are deemed to be made by ABB by reference to the
        facts and circumstances then existing on the date of each Utilisation
        Request and the first day of each Interest Period.

19.     INFORMATION UNDERTAKINGS

        The undertakings in this Clause 19 remain in force from the date of this
        Agreement for so long as any amount is outstanding under the Finance
        Documents or any Commitment is in force.

19.1    FINANCIAL STATEMENTS
        (a)    ABB and each Obligor shall supply to the Facility Agent in
               sufficient copies for all the Lenders, as soon as the same become
               available, but in any event within 150 days after the end of each
               of its financial years its audited financial statements (which,
               in the case of ABB and any Obligor where such financial
               statements are prepared, shall be its audited consolidated
               financial statements) for that financial year.

        (b)    ABB shall supply to the Facility Agent in sufficient copies for
               all the Lenders, as soon as the same become available, but in any
               event within 90 days after the end of each quarter of each of its
               financial years its consolidated financial statements for that
               quarter.

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19.2    REQUIREMENTS AS TO FINANCIAL STATEMENTS
        (a)    ABB and each Obligor shall procure that each set of financial
               statements delivered by it pursuant to Clause 19.1 (FINANCIAL
               STATEMENTS) is prepared using GAAP.

        (b)    ABB shall supply to the Facility Agent, with each set of
               financial statements delivered by ABB pursuant to paragraph (a)
               or (b) of Clause 19.1 (FINANCIAL STATEMENTS), a Compliance
               Certificate setting out (in reasonable detail) computations as to
               compliance with Clause 20.2 (FINANCIAL CONDITION) as at the date
               as at which those financial statements were drawn up.

        (c)    Each Compliance Certificate shall be signed by two officers of
               ABB.

19.3    INFORMATION: MISCELLANEOUS
        ABB shall supply to the Facility Agent (in sufficient copies for all the
        Lenders, if the Facility Agent so requests):

        (a)    all documents dispatched by it to its shareholders (or any class
               of them) or its creditors generally at the same time as they are
               dispatched;

        (b)    promptly upon becoming aware of them, the details of any
               litigation, arbitration or administrative proceedings which are
               commenced against one or more Group Companies and which could
               reasonably be expected to have a Material Adverse Effect; and

        (c)    promptly, such further information regarding the financial
               condition, business and operations of any Material Company as any
               Finance Party (acting through the Facility Agent) may reasonably
               request.

19.4    NOTIFICATION OF DEFAULT
        ABB and each Obligor shall notify the Facility Agent of any Default (and
        the steps, if any, being taken to remedy it) promptly upon becoming
        aware of its occurrence.

20.     FINANCIAL COVENANTS

20.1    FINANCIAL DEFINITIONS
        In this Clause 20:

        "CONSOLIDATED NET WORTH" means total stockholders' equity, calculated
        disregarding total accumulated other comprehensive loss since 1 January
        2002, in each case as stipulated in the consolidated statements of
        changes in stockholders' equity (part of the consolidated financial
        statements of ABB).

        "CONSOLIDATED PROFITS BEFORE INTEREST AND TAX" means, in respect of any
        Relevant Period, the earnings before interest and taxes, as stipulated
        in the consolidated income statements of the Group (part of the
        consolidated financial statements of ABB).

        "EBITDA" means, for any Relevant Period, Consolidated Profits Before
        Interest and Tax before any amount attributable to the amortisation of
        intangible assets and depreciation of tangible assets.

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        "RELEVANT PERIOD" means each period of twelve months ending on the last
        day of ABB's financial year and each period of twelve months ending on
        the last day of each quarter of ABB's financial year.

        "TOTAL GROSS DEBT" means the aggregate of short-term borrowings and
        long-term borrowings in each case as stipulated in the consolidated
        balance sheet of ABB (part of the consolidated financial statements of
        ABB).

        "TOTAL NET INTEREST" means, in respect of any Relevant Period, the
        difference between interest expense and interest income.

        For the purpose of this definition:

        (a)    "INTEREST EXPENSE" means interest expense for financial
               liabilities and costs of the securitisation programmes of the
               Group (excluding any fees, taxes or commissions relating to this
               Agreement);

        (b)    "INTEREST INCOME" means interest income on cash and cash
               equivalents, marketable securities and on financing receivables;
               and

        (c)    for the avoidance of doubt, ABB's Financial Services Division
               reports interest income and interest expense as part of revenues
               and cost of sales and as such these should be excluded from (a)
               and (b) above.

20.2    FINANCIAL CONDITION
        ABB shall ensure that:

        (a)    The ratio of EBITDA to Total Net Interest in respect of any
               Relevant Period shall be or shall exceed 4:1.

        (b)    Total Gross Debt of the Group (excluding any amounts drawn down
               under the Facility prior to 15 May 2002, which amounts are held
               in an account with the Facility Agent) shall not at any time
               after the Effective Date exceed $10,500,000,000.

                                      -41-
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        (c)    Consolidated Net Worth shall not, as at the last day of any
               quarter of a financial year of ABB, be less than the relevant
               amount calculated in accordance with the following formula:

               A + B,

               where:

               A      =     $1,800,000,000; and

               B      =     in respect of a testing date for this paragraph (c)
                            ending on the last day of any quarter of a financial
                            year of ABB, 50 per cent. of the consolidated net
                            income of the Group for the period from 1 January
                            2002 until such last day of such financial quarter,
                            PROVIDED THAT if such amount is a negative amount,
                            it will be deemed to be zero for the purposes of
                            this paragraph (c).

        (d)    The aggregate amount of Total Gross Debt (other than:

               (i)    Project Finance Indebtedness;

               (ii)   indebtedness owed by one Group Company to another Group
                      Company;

               (iii)  amounts borrowed by a finance company which is a Group
                      Company and which are on-lent, and remain on-lent, to a
                      member of the Obligor Group;

               (iv)   amounts borrowed by a Group Company from a bank to which
                      cash-collateral (in a substantially equivalent amount) has
                      been granted by a Group Company in respect of the relevant
                      Group Company's obligation to repay such amounts; and

               (v)    any amounts borrowed by a Group Company which constitute
                      Total Gross Debt to the extent such amounts are borrowed
                      for the purposes of refinancing other borrowings
                      constituting Total Gross Debt so long as amounts so
                      borrowed are promptly applied in such manner),

               of Group Companies which are not members of the Obligor Group
               shall not at any time after the Effective Date exceed
               $1,000,000,000.

20.3    FINANCIAL TESTING
        The financial covenants set out in Clause 20.2 (FINANCIAL CONDITION)
        shall be tested by reference to each of the financial statements and/or
        each Compliance Certificate delivered pursuant to sub-paragraph (b) of
        Clause 19.2 (REQUIREMENTS AS TO FINANCIAL STATEMENTS) PROVIDED THAT the
        financial covenants set out in sub-paragraphs (b) and (d) of Clause 20.2
        (FINANCIAL CONDITION) shall not be tested by reference to the financial
        statements for the financial quarter ending 31 March 2002 and/or any
        Compliance Certificate delivered with such financial statements.

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21.     GENERAL UNDERTAKINGS

        The undertakings in this Clause 21 remain in force from the date of this
        Agreement for so long as any amount is outstanding under the Finance
        Documents or any Commitment is in force.

21.1    AUTHORISATIONS
        Each Obligor shall promptly:

        (a)    obtain, comply with and do all that is necessary to maintain in
               full force and effect; and

        (b)    supply certified copies to the Facility Agent of,

        any Authorisation required under any law or regulation of its
        jurisdiction of incorporation to enable it to perform its obligations
        under the Finance Documents and to ensure the legality, validity,
        enforceability or admissibility in evidence in its jurisdiction of
        incorporation of any Finance Document.

21.2    COMPLIANCE WITH LAWS
        Each Obligor shall comply in all respects with all laws (including,
        without limitation, Environmental Law and ERISA) to which it may be
        subject, if failure so to comply would have a Material Adverse Effect.

21.3    NEGATIVE PLEDGE
        (a)    Neither ABB nor any Obligor shall (and ABB shall procure that no
               other Group Company will) create or permit to subsist any
               Security over any of its assets.

        (b)    Paragraph (a) above does not apply to:

               (i)    any Security over any bank account in favour of the bank
                      with which such account is held, in each case granted by
                      any Group Company in the ordinary course of its banking
                      arrangements for the purpose of netting debit and credit
                      balances;

               (ii)   any Security arising by operation of law;

               (iii)  any Security contained in a contract for sale or supply
                      entered into in the ordinary course of trading, where such
                      Security is granted to such seller or, as the case may be,
                      supplier and is limited in recourse to the asset sold or,
                      as the case may be, supplied;

               (iv)   any Security over or affecting any asset acquired by a
                      Group Company after the date of this Agreement if:

                      (A)   the Security was not created in contemplation of the
                            acquisition of that asset by a Group Company; and

                      (B)   the principal amount secured has not been increased
                            in contemplation of, or since the acquisition of
                            that asset by a Group Company;

                                      -43-
<Page>

               (v)    any Security over or affecting any asset of a Group
                      Company after the date of this Agreement, where the
                      Security is created prior to the date on which that
                      company becomes a Group Company, if:

                      (A)   the Security was not created in contemplation of the
                            acquisition of that company;

                      (B)   the principal amount secured has not increased in
                            contemplation of or since the acquisition of that
                            company;

               (vi)   any Security provided by one Group Company (not being ABB)
                      to another Group Company which is an Obligor;

               (vii)  any Security arising pursuant to the Existing
                      Securitisations;

               (viii) any Security over the assets of a Project Company, any
                      shareholder loan made to a Project Company or the shares
                      in a Project Company where such Security was created for
                      the purpose of securing Indebtedness incurred to acquire
                      and/or develop the assets of such Project Company and
                      where such Indebtedness constitutes Project Finance
                      Indebtedness of such Project Company;

               (ix)   any Security securing Indebtedness incurred by a Group
                      Company to refinance Indebtedness secured by Security of
                      the type referred to in paragraphs (iv) or (v) above where
                      such first-mentioned Security is over the same asset and
                      is of the same type as such second-mentioned Security and
                      the conditions referred to in paragraph (iv) or, as the
                      case may be, (v) above continue to be satisfied, mutatis
                      mutandis; and

               (x)    any Security provided by a Group Company which is an
                      insurance or re-insurance company in the ordinary course
                      of its business;

               (xi)   any Security provided in connection with cash
                      collateralised loans in the ordinary course of Group
                      treasury activities;

               (xii)  any Security arising under collateral arrangements entered
                      into in the ordinary course of Group treasury activities
                      in connection with interest rate and currency swaps and
                      other derivative contracts;

               (xiii) any Security provided by a Group Company which is in the
                      structured finance business area of the Group in the
                      ordinary course of its business;

               (xiv)  any Security over any assets with a market value of up to
                      $300,000,000 provided in connection with the pensions
                      arrangements of the Group in Sweden;

               (xv)   any Security not falling within any of paragraphs (i) -
                      (xiv) (inclusive) above provided that the total amount of
                      Indebtedness secured pursuant to this paragraph (xv) shall
                      at no time exceed $500,000,000 PROVIDED ALWAYS THAT no
                      Security shall be permitted to be given by any Obligor or
                      ABB over any of its loans which are made to other Group
                      Companies.

                                      -44-
<Page>

21.4    DISPOSALS
        ABB shall not (and shall ensure that no other Group Company will), enter
        into a Disposal other than a Disposal:

        (1)

               (i)    made on arm's length terms; or

               (ii)   to a Group Company; or

               (iii)  of cash or cash equivalents where such disposal is not
                      otherwise prohibited under this Agreement; or

               (iv)   made in the ordinary course of the day to day business of
                      the disposing Group Company; and

        (2)    that, whether alone or together with any other Disposals by Group
               Companies, does not, and could reasonably be expected not to
               have, a Material Adverse Effect.

21.5    CLAIMS PARI PASSU
        ABB shall ensure that at all times the claims of the Finance Parties
        against each Obligor under the Finance Documents rank at least PARI
        PASSU with the claims of all its other unsecured and unsubordinated
        creditors save those of such Obligor's creditors whose claims are
        preferred by any bankruptcy, insolvency, liquidation or other similar
        laws of general application.

21.6    MERGERS
        Neither ABB nor any Obligor shall enter into any amalgamation, demerger,
        merger or corporate reconstruction, save where the Facility Agent is
        satisfied, acting reasonably, that ABB or the relevant Obligor's
        obligations under the Finance Documents will continue to be ABB's or
        such Obligor's legal, valid, binding and, subject to Reservations,
        enforceable obligations. For the avoidance of doubt, this Clause 21.6
        shall not prevent a Disposal of shares in an Obligor to another Group
        Company if such Disposal does not affect the enforceability of the
        Keep-Well Agreement in respect of that Obligor.

21.7    CHANGE OF BUSINESS
        ABB shall procure that no change is made to the businesses of the Group
        which would result in the core businesses of the Group, taken as a
        whole, being other than the businesses of power and automation
        technologies.

                                      -45-
<Page>

21.8    INSURANCE
        Each Obligor shall (and ABB shall ensure that each Group Company will)
        maintain insurances on and in relation to its business and assets with
        reputable underwriters or insurance companies against those risks and to
        the extent as is usual for companies carrying on the same or
        substantially similar business in the relevant jurisdiction and taking
        into account the availability of insurance generally.

21.9    PREPAYMENT OF GROUP FACILITIES
        ABB shall not (and shall ensure that no other Group Company will)
        voluntarily prepay any banking facility of a Group Company, purchase or
        redeem prior to their stated maturity any bonds or other capital markets
        instruments issued by a Group Company and ABB shall not (and shall
        ensure that no other Group Company will) repurchase or redeem any shares
        or stock issued by ABB PROVIDED THAT this shall not restrict any of the
        following activities of the Group:

        (a)    the operation of cash-pooling arrangements in the ordinary course
               of the Group's business;

        (b)    the prepayment of banking facilities of Group Companies to the
               extent that such facilities are cash-collateralised and the cash
               collateral is released upon such prepayment;

        (c)    the substitution of existing banking facilities of Group
               Companies with new banking facilities of a comparable amount;

        (d)    the repayment of any overdraft facility of any Group Company; and

        (e)    transactions in the ordinary course of treasury and investment
               activities of relevant Group Companies.

22.     EVENTS OF DEFAULT

        Each of the events or circumstances set out in Clauses 22.1
        (NON-PAYMENT) to 22.9 (MATERIAL ADVERSE EFFECT) inclusive is an Event of
        Default.

22.1    NON-PAYMENT
        An Obligor does not pay on the due date any amount payable pursuant to a
        Finance Document at the place, and in the currency, in which it is
        expressed to be payable unless payment is made within 3 Business Days of
        its due date or, where the failure to pay is due solely to
        administrative error or technical delays in the transmission of funds, 5
        Business Days of its due date.

22.2    OTHER OBLIGATIONS
        ABB or an Obligor does not comply with any provision of the Finance
        Documents (other than those referred to in Clause 22.1 (NON-PAYMENT))
        and, if the failure to comply is capable of remedy, it is not remedied
        within 30 days of the Facility Agent giving notice to ABB of the failure
        to comply.

22.3    MISREPRESENTATION
        Any representation or statement made or deemed (by virtue of Clause
        18.14 (REPETITION)) to be made by ABB or an Obligor in this Agreement is
        or proves to have been incorrect

                                      -46-
<Page>

        or misleading in any respect when made or deemed to be made and, where
        the circumstances making such representation or statement incorrect or
        misleading are capable of being altered so that such representation or
        statement is correct, such circumstances are not so altered within 30
        days of the Facility Agent giving notice to ABB of such representation
        or statement being incorrect.

22.4    CROSS DEFAULT
        (a)    Any Indebtedness of all or any of the Group Companies is not paid
               when due nor within any originally applicable grace period.

        (b)    Any Indebtedness of all or any of the Group Companies has (i)
               become capable of being declared and is declared to be or (ii)
               otherwise becomes due and payable, in any case, prior to its
               specified maturity as a result of a default or an event of
               default (however described).

        (c)    Any commitment for any Indebtedness of all or any of the Group
               Companies is cancelled or suspended by a creditor of all or any
               of the Group Companies as a result of a default or an event of
               default (however described).

        (d)    Any creditor of all or any of the Group Companies becomes
               entitled to declare any Indebtedness of all or any of the Group
               Companies due and payable prior to its specified maturity as a
               result of a default or an event of default (however described).

        (e)    No Event of Default will occur under this Clause 22.4 if (1) the
               Indebtedness falling within paragraphs (a) to (d) is Project
               Finance Indebtedness or intra-Group Indebtedness or (2) the
               aggregate amount of Indebtedness or commitment for Indebtedness
               falling within paragraphs (a) to (d) (excluding any described in
               (1) above) above is less than $50,000,000.

22.5    INSOLVENCY
        (a)    Any Material Company is unable or admits in writing an inability
               to pay its debts as they fall due, suspends making payments on
               any of its debts or, by reason of actual or anticipated financial
               difficulties, commences negotiations with one or more of its
               creditors with a view to rescheduling any of its indebtedness.

        (b)    A moratorium is declared in respect of any indebtedness of any
               Material Company.

                                      -47-
<Page>

22.6    INSOLVENCY PROCEEDINGS
        Any corporate action, legal proceedings or other procedure or step is
        taken in relation to:

        (a)    the suspension of payments, a moratorium of any indebtedness,
               dissolution or reorganisation (by way of voluntary arrangement,
               scheme of arrangement or otherwise) of any Material Company other
               than a solvent liquidation or reorganisation of any Material
               Company (other than ABB or an Obligor);

        (b)    a composition, assignment or arrangement with any creditor of any
               Material Company;

        (c)    the appointment of a liquidator (other than (i) a winding up
               petition which is frivolous or vexatious and which is, in any
               event, discharged within 30 days of its presentation or (ii) in
               respect of a solvent liquidation of any Material Company (other
               than ABB or an Obligor)), receiver, administrator, administrative
               receiver, compulsory manager or other similar officer in respect
               of any Material Company or any of its assets (having an aggregate
               value of at least $50,000,000); or

        (d)    enforcement of any Security over any assets (having an aggregate
               value of at least $50,000,000) of any Material Company by reason
               of a default or event of default (howsoever described) occurring
               under the relevant agreement relating to the Indebtedness secured
               by such Security,

        or any analogous procedure or step is taken in any jurisdiction.

22.7    REPUDIATION
        ABB or an Obligor repudiates a Finance Document or evidences in writing
        an intention to repudiate a Finance Document.

22.8    CESSATION OF BUSINESS
        The Group, taken as a whole, ceases or threatens to cease to do
        business.

22.9    MATERIAL ADVERSE EFFECT
        Any event or circumstance occurs which has, or is reasonably likely to
        have, a Material Adverse Effect.

22.10   ACCELERATION
        On and at any time after the occurrence of an Event of Default which is
        continuing the Facility Agent may, and shall if so directed by the
        Majority Lenders, by notice to ABB:

        (a)    cancel the Total Commitments whereupon they shall immediately be
               cancelled;

        (b)    declare that all or part of the Advances, together with accrued
               interest, and all other amounts accrued under the Finance
               Documents be immediately due and payable, whereupon they shall
               become immediately due and payable; and/or

        (c)    declare that all or part of the Advances be payable on demand,
               whereupon they shall immediately become payable on demand by the
               Facility Agent on the instructions of the Majority Lenders.

                                      -48-
<Page>

                                    SECTION 8
                               CHANGES TO PARTIES

23.     CHANGES TO THE LENDERS

23.1    ASSIGNMENTS AND TRANSFERS BY THE LENDERS
        Subject to this Clause 23 and after consultation with ABB, a Lender (the
        "EXISTING LENDER") may:

        (a)    assign any of its rights; or

        (b)    transfer by novation any of its rights and obligations,

        to another bank (the "NEW LENDER").

23.2    CONDITIONS OF ASSIGNMENT OR TRANSFER
(a)     No consent of ABB is required for an assignment or transfer by a Lender.

(b)     An assignment or transfer shall be in respect of a Commitment of at
        least $10,000,000 or, if less, the whole of the Commitment of the
        relevant assignor or transferor.

(c)     An assignment will only be effective on receipt by the Facility Agent of
        written confirmation from the New Lender (in form and substance
        satisfactory to the Facility Agent) that the New Lender will assume the
        same obligations to the other Finance Parties and the Obligors as it
        would have been under if it was an Original Lender and that the New
        Lender is a Qualifying Bank.

(d)     A transfer will only be effective if the procedure set out in Clause
        23.5 (PROCEDURE FOR TRANSFER) is complied with.

(e)     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, or at
               such date it is reasonably foreseeable that an Obligor would be
               obliged, to make a payment to the New Lender or Lender acting
               through its new Facility Office under Clause 13 (TAX GROSS-UP AND
               INDEMNITIES) or Clause 14 (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.

23.3    ASSIGNMENT OR TRANSFER FEE
        The New Lender shall, on the date upon which an assignment or transfer
        takes effect, pay to the Facility Agent (for its own account) a fee of
        $1,500.

                                      -49-
<Page>

23.4    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 ABB or any Obligor;

        (iii)  the performance and observance by ABB or any Obligor of its
               obligations under the Finance Documents or any other documents;
               or

        (iv)   the accuracy of any statements (whether written or oral) made in
               or in connection with any Finance Document or any other document,

        and any representations or warranties implied by law are excluded.

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

        (i)    has made (and shall continue to make) its own independent
               investigation and assessment of the financial condition and
               affairs of ABB and 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 ABB and 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 23; or

        (ii)   support any losses directly or indirectly incurred by the New
               Lender by reason of the non-performance by ABB or any Obligor of
               its obligations under the Finance Documents or otherwise.

23.5    PROCEDURE FOR TRANSFER
(a)     Subject to the conditions set out in Clause 23.2 (CONDITIONS OF
        ASSIGNMENT OR TRANSFER) a transfer is effected in accordance with
        paragraph (b) below when the Facility Agent executes an otherwise duly
        completed Transfer Certificate delivered to it by the Existing Lender
        and the New Lender. The Facility Agent shall, as soon as reasonably
        practicable after receipt by it of a duly completed Transfer Certificate
        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 Certificate.

(b)     On the Transfer Date:

        (i)    to the extent that in the Transfer Certificate the Existing
               Lender seeks to transfer by novation its rights and obligations
               under the Finance Documents each of ABB, the Obligors and the
               Existing Lender shall be released from further

                                      -50-
<Page>

               obligations towards one another under the Finance Documents and
               their respective rights against one another shall be cancelled
               (being the "DISCHARGED RIGHTS AND OBLIGATIONS");

        (ii)   each of ABB, the Obligors and the New Lender shall assume
               obligations towards one another and/or acquire rights against one
               another which differ from the Discharged Rights and Obligations
               only insofar as ABB, that Obligor and the New Lender have assumed
               and/or acquired the same in place of ABB, that Obligor and the
               Existing Lender;

        (iii)  the Facility Agent, the Mandated Lead Arrangers, the New Lender
               and other Lenders shall acquire the same rights and assume the
               same obligations between themselves as they would have acquired
               and assumed had the New Lender been an Original Lender with the
               rights and/or obligations acquired or assumed by it as a result
               of the transfer and to that extent the Facility Agent, the
               Mandated Lead Arrangers and the Existing Lender shall each be
               released from further obligations to each other under this
               Agreement; and

        (iv)   the New Lender shall become a Party as a "Lender".

23.6    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 ABB, 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.

24.     CHANGES TO THE OBLIGORS

24.1    ASSIGNMENTS AND TRANSFER BY OBLIGORS
        Neither ABB nor any Obligor may assign any of its rights or transfer any
        of its rights or obligations under the Finance Documents.

24.2    ADDITIONAL BORROWERS
(a)     ABB may request that any of its wholly-owned Subsidiaries become an
        Additional Borrower. That Subsidiary shall become an Additional Borrower
        if:

        (i)    the Subsidiary is incorporated in an Agreed Jurisdiction or all
               the Lenders approve the addition of that Subsidiary;

                                      -51-
<Page>

        (ii)   that Subsidiary and ABB have executed a Keep-Well Agreement in
               respect of that Subsidiary;

        (iii)  ABB delivers to the Facility Agent a duly completed and executed
               Accession Letter;

        (iv)   ABB confirms that no Default is continuing or would occur as a
               result of that Subsidiary becoming an Additional Borrower;

        (v)    the Facility Agent has received all of the documents and other
               evidence listed in Schedule 2 (ADDITIONAL OBLIGOR CONDITIONS
               PRECEDENT) in relation to that Additional Borrower, each in form
               and substance reasonably satisfactory to the Facility Agent; and

        (vi)   (unless it would result in the contravention of any applicable
               law, taking into account the jurisdiction of incorporation of the
               relevant Subsidiary and subject to sub-paragraph (b) of Clause
               24.4 (ADDITIONAL GUARANTORS)), the Subsidiary, prior to or at the
               same time as it becomes an Additional Borrower, becomes an
               Additional Guarantor in accordance with Clause 24.4 (ADDITIONAL
               GUARANTORS).

(b)     The Facility Agent shall notify ABB and the Lenders promptly upon
        receiving (in form and substance reasonably satisfactory to it) all the
        documents and other evidence listed in Schedule 2 (ADDITIONAL OBLIGOR
        CONDITIONS PRECEDENT).

24.3    RESIGNATION OF A BORROWER
(a)     ABB may request that a Borrower ceases to be a Borrower by delivering to
        the Facility Agent a Resignation Letter.

(b)     The Facility Agent shall accept a Resignation Letter and notify ABB and
        the Lenders of its acceptance if:

        (i)    no Default would result from the acceptance of the Resignation
               Letter (and ABB has confirmed this to be the case); and

        (ii)   the relevant Borrower is under no actual or contingent
               obligations under any Finance Documents,

        whereupon that company shall cease to be a Borrower and shall have no
        further rights or obligations under the Finance Documents.

24.4    ADDITIONAL GUARANTORS
(a)     ABB may request that any of its wholly-owned Subsidiaries become an
        Additional Guarantor. That Subsidiary shall become an Additional
        Guarantor if:

        (i)    the Subsidiary is incorporated in an Agreed Jurisdiction or all
               the Lenders approve the addition of that Subsidiary;

        (ii)   the Subsidiary and ABB have executed a Keep-Well Agreement in
               respect of that Subsidiary;

        (iii)  ABB delivers to the Facility Agent a duly completed and executed
               Accession Letter;

                                      -52-
<Page>

        (iv)   ABB confirms that no Default is continuing or would occur as a
               result of that Subsidiary becoming an Additional Guarantor; and

        (v)    the Facility Agent has received all of the documents and other
               evidence listed in Schedule 2 (ADDITIONAL OBLIGOR CONDITIONS
               PRECEDENT) in relation to that Additional Guarantor, each in form
               and substance reasonably satisfactory to the Facility Agent.

(b)     If legal counsel in the jurisdiction of incorporation of the relevant
        Subsidiary so advise, ABB and the Lenders shall enter into negotiations
        with a view to agreeing such amendments to Clause 36 (GUARANTEE AND
        INDEMNITY) as may be necessary to enable the Subsidiary to become an
        Additional Guarantor without contravening any applicable laws.

(c)     The Facility Agent shall notify ABB and the Lenders promptly upon
        receiving (in form and substance reasonably satisfactory to it) all the
        documents and other evidence listed in Schedule 2 (ADDITIONAL OBLIGOR
        CONDITIONS PRECEDENT).

24.5    REPETITION OF REPRESENTATION
        Delivery of an Accession Letter constitutes confirmation by the relevant
        Subsidiary that the representations and warranties in Clause 18.5
        (VALIDITY AND ADMISSIBILITY IN EVIDENCE) and the representations and
        warranties deemed to be repeated pursuant to Clause 18.14 (REPETITION)
        are true and correct in relation to it as at the date of delivery as if
        made by reference to the facts and circumstances then existing.

24.6    RESIGNATION OF A GUARANTOR
(a)     ABB may request that a Guarantor ceases to be a Guarantor by delivering
        to the Facility Agent a Resignation Letter.

(b)     Subject (and without prejudice) to paragraph (c) below, the Facility
        Agent shall accept a Resignation Letter and notify ABB and the Lenders
        of its acceptance if:

        (i)    no Default would result from the acceptance of the Resignation
               Letter (and ABB has confirmed this is the case); and

                                      -53-
<Page>

        (ii)   in the case of an Original Guarantor, all the Lenders have
               consented to ABB's request.

(c)     In the case of a Resignation Letter delivered by ABB with respect to a
        Guarantor which is incorporated in Sweden, the Facility Agent shall
        accept such Resignation Letter and notify ABB and the Lenders of its
        acceptance.

                                      -54-
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                                    SECTION 9
                               THE FINANCE PARTIES

25.     ROLE OF THE FACILITY AGENT AND THE MANDATED LEAD ARRANGERS

25.1    APPOINTMENT OF THE FACILITY AGENT
(a)     Each of the Mandated Lead Arrangers and the Lenders appoints the
        Facility Agent to act as its agent under and in connection with the
        Finance Documents.

(b)     Each of the Mandated Lead Arrangers and the Lenders authorises the
        Facility Agent to exercise the rights, powers, authorities and
        discretions specifically given to the Facility Agent under or in
        connection with the Finance Documents together with any other incidental
        rights, powers, authorities and discretions.

(c)     The Facility Agent shall, unless ABB agrees otherwise, act out of an
        office in London.

25.2    DUTIES OF THE FACILITY AGENT
(a)     The Facility Agent shall promptly forward to a Party the original or a
        copy of any document which is delivered to the Facility Agent for that
        Party by any other Party.

(b)     If the Facility Agent receives notice from a Party referring to this
        Agreement, describing a Default and stating that the circumstance
        described is a Default, it shall promptly notify the Lenders.

(c)     The Facility Agent shall promptly notify the Lenders of any Default
        arising under Clause 22.1 (NON-PAYMENT).

(d)     The Facility Agent's duties under the Finance Documents are solely
        mechanical and administrative in nature.

25.3    ROLE OF THE MANDATED LEAD ARRANGERS
        Except as specifically provided in the Finance Documents, the Mandated
        Lead Arrangers have no obligations of any kind to any other Party under
        or in connection with any Finance Document.

25.4    NO FIDUCIARY DUTIES
(a)     Nothing in this Agreement constitutes the Facility Agent or a Mandated
        Lead Arranger as a trustee or fiduciary of any other person.

(b)     Neither the Facility Agent nor any of the Mandated Lead Arrangers shall
        be bound to account to any Lender for any sum or the profit element of
        any sum received by it for its own account.

25.5    BUSINESS WITH THE GROUP
        The Facility Agent and each Mandated Lead Arranger may accept deposits
        from, lend money to and generally engage in any kind of banking or other
        business with any of the Group Companies.

25.6    RIGHTS AND DISCRETIONS OF THE FACILITY AGENT
(a)     The Facility Agent may rely on:

                                      -55-
<Page>

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

        (i)    no Default has occurred (unless it has actual knowledge of a
               Default arising under Clause 22.1 (NON-PAYMENT)); and

        (ii)   any right, power, authority or discretion vested in any Party or
               the Majority Lenders has not been exercised.

(c)     The Facility Agent may engage, pay for and rely on the advice or
        services of any lawyers, accountants, surveyors or other experts.

(d)     The Facility Agent may act in relation to the Finance Documents through
        its personnel and agents.

25.7    MAJORITY LENDERS' INSTRUCTIONS
(a)     Unless a contrary indication appears in a Finance Document, the Facility
        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 Facility 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
        Finance Parties.

(c)     The Facility 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 Facility Agent may act (or refrain from
        taking action) as it considers to be in the best interest of the
        Lenders.

(e)     The Facility Agent is not authorised to act on behalf of a Lender
        (without first obtaining that Lender's consent) in any legal or
        arbitration proceedings relating to any Finance Document.

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25.8    RESPONSIBILITY FOR DOCUMENTATION
        Neither the Facility Agent nor any of the Mandated Lead Arrangers:

        (a)    is responsible for the adequacy, accuracy and/or completeness of
               any information (whether oral or written) supplied by the
               Facility Agent, a Mandated Lead Arranger, ABB, any 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.

25.9    EXCLUSION OF LIABILITY
(a)     Without limiting paragraph (b) below, the Facility Agent will not be
        liable for any action taken by it under or in connection with any
        Finance Document, unless directly caused by its negligence, wilful
        default or wilful misconduct.

(b)     No Party may take any proceedings against any officer, employee or agent
        of the Facility Agent in respect of any claim it might have against the
        Facility Agent or in respect of any act or omission of any kind by that
        officer, employee or agent in relation to any Finance Document and any
        officer, employee or agent of the Facility Agent may rely on this
        Clause.

(c)     The Facility Agent will not (absent negligence, wilful default or wilful
        misconduct directly giving rise to such liability) 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 Facility
        Agent if the Facility 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
        Facility Agent for that purpose.

25.10   LENDERS' INDEMNITY TO THE FACILITY AGENT
        The Lenders shall (in proportion to their Commitments or, if the Total
        Commitments are then zero, to their Commitments immediately prior to
        their reduction to zero) severally indemnify the Facility Agent, within
        three Business Days of demand, against any cost, loss or liability
        incurred by the Facility Agent (otherwise than by reason of the Facility
        Agent's negligence or wilful misconduct) in acting as Facility Agent
        under the Finance Documents (unless the Facility Agent has been
        reimbursed by ABB or the Obligors pursuant to a Finance Document).

25.11   RESIGNATION OF THE FACILITY AGENT
(a)     The Facility Agent may resign and appoint one of its Affiliates as
        successor by giving notice to the Lenders and ABB PROVIDED THAT such
        successor shall act out of an office in London.

                                      -57-
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(b)     Alternatively the Facility Agent may resign by giving notice to the
        Lenders and ABB, in which case the Majority Lenders may appoint a
        successor Facility Agent which will act out of an office in London.

(c)     If the Majority Lenders have not appointed a successor Facility Agent in
        accordance with paragraph (b) above within 30 days after notice of
        resignation was given, the resigning Facility Agent may appoint a
        successor Facility Agent which will act out of an office in London.

(d)     A successor Facility Agent may only be appointed with the prior consent
        of ABB (such consent not to be unreasonably withheld or delayed).

(e)     The retiring Facility Agent shall, at its own cost, make available to
        the successor Facility Agent such documents and records and provide such
        assistance as the successor Facility Agent may reasonably request for
        the purposes of performing its functions as Facility Agent under the
        Finance Documents.

(f)     Such Facility Agent's resignation notice shall only take effect upon the
        appointment of a successor as contemplated in paragraphs (b) and (c)
        above.

(g)     Upon the appointment of a successor, the retiring Facility Agent shall
        be discharged from any further obligation in respect of the Finance
        Documents but shall remain entitled to the benefit of this Clause 25.
        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.

(h)     After consultation with ABB, the Majority Lenders may, by notice to the
        Facility Agent, require it to resign in accordance with paragraph (b)
        above. In this event, the Facility Agent shall resign in accordance with
        paragraph (b) above.

25.12   CONFIDENTIALITY
(a)     In acting as agent for the Finance Parties, the Facility 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
        Facility Agent, it may be treated as confidential to that division or
        department and the Facility Agent shall not be deemed to have notice of
        it.

(c)     Notwithstanding any other provision of any Finance Document to the
        contrary, neither the Facility Agent nor any Mandated Lead Arranger is
        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.

25.13   RELATIONSHIP WITH THE LENDERS
(a)     The Facility 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 5 Business Days' prior notice from
        that Lender to the contrary in accordance with the terms of this
        Agreement.

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(b)     Each Lender shall supply the Facility Agent with any information
        required by the Facility Agent in order to calculate the Additional Cost
        Rate.

25.14   CREDIT APPRAISAL BY THE LENDERS
        Without affecting the responsibility of each of ABB and the Obligors for
        information supplied by it or on its behalf in connection with any
        Finance Document, each Lender confirms to the Facility Agent and each
        Mandated Lead Arranger 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 Group Company;

        (b)    the legality, validity, effectiveness, adequacy or enforceability
               of any Finance Document and any other agreement, arrangement or
               document entered into, made or executed in anticipation of, under
               or in connection with any Finance Document;

        (c)    whether that Lender has recourse, and the nature and extent of
               that recourse, against any Party or any of its respective assets
               under or in connection with any Finance Document, the
               transactions contemplated by the Finance Documents or any other
               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 Facility
               Agent, any other Party or by any other person under or in
               connection with any Finance Document, a Mandated Lead Arranger
               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.

25.15   REFERENCE BANKS
        If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
        of which it is an Affiliate) ceases to be a Lender, the Facility Agent
        shall (in consultation with ABB) appoint another Lender or an Affiliate
        of a Lender to replace that Reference Bank.

26.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

        (a)    interfere with the right of any Finance Party to arrange its
               affairs (tax or otherwise) in whatever manner it thinks fit;

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        (b)    oblige any Finance Party to investigate or claim any credit,
               relief, remission or repayment available to it or the extent,
               order and manner of any claim; or

        (c)    oblige any Finance Party to disclose any information relating to
               its affairs (tax or otherwise) or any computations in respect of
               Tax.

27.     SHARING AMONG THE LENDERS

27.1    PAYMENTS TO LENDERS
        If a Lender (a "RECOVERING LENDER") receives or recovers any amount from
        ABB or an Obligor other than in accordance with Clause 28 (PAYMENT
        MECHANICS) and applies that amount to a payment due under the Finance
        Documents then:

        (a)    the Recovering Lender shall, within 3 Business Days, notify
               details of the receipt or recovery, to the Facility Agent;

        (b)    the Facility Agent shall determine whether the receipt or
               recovery is in excess of the amount the Recovering Lender would
               have been paid had the receipt or recovery been received or made
               by the Facility Agent and distributed in accordance with Clause
               28 (PAYMENT MECHANICS), without taking account of any Tax which
               would be imposed on the Facility Agent in relation to the
               receipt, recovery or distribution; and

        (c)    the Recovering Lender shall, within three Business Days of demand
               by the Facility Agent, pay to the Facility Agent an amount (the
               "SHARING PAYMENT") equal to such receipt or recovery less any
               amount which the Facility Agent determines may be retained by the
               Recovering Lender as its share of any payment to be made, in
               accordance with Clause 28.5 (PARTIAL PAYMENTS).

27.2    REDISTRIBUTION OF PAYMENTS
        The Facility Agent shall treat the Sharing Payment as if it had been
        paid by ABB or the relevant Obligor (as the case may be) and distribute
        it between the Finance Parties (other than the Recovering Lender) in
        accordance with Clause 28.5 (PARTIAL PAYMENTS).

27.3    RECOVERING LENDER'S RIGHTS
(a)     On a distribution by the Facility Agent under Clause 27.2
        (REDISTRIBUTION OF PAYMENTS), the Recovering Lender will be subrogated
        to the rights of the Finance Parties which have shared in the
        redistribution.

(b)     If and to the extent that the Recovering Lender is not able to rely on
        its rights under paragraph (a) above, ABB or the relevant Obligor (as
        the case may be) shall be liable to the Recovering Lender for a debt
        equal to the Sharing Payment which is immediately due and payable.

27.4    REVERSAL OF REDISTRIBUTION
        If any part of the Sharing Payment received or recovered by a Recovering
        Lender becomes repayable and is repaid by that Recovering Lender, then:

        (a)    each Lender which has received a share of the relevant Sharing
               Payment pursuant to Clause 27.2 (REDISTRIBUTION OF PAYMENTS)
               shall, upon request of the Facility Agent, pay to the Facility
               Agent for the account of that Recovering

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               Lender an amount equal to its share of the Sharing Payment
               (together with an amount as is necessary to reimburse that
               Recovering Lender for its proportion of any interest on the
               Sharing Payment which that Recovering Lender is required to pay);
               and

        (b)    that Recovering Lender's rights of subrogation in respect of any
               reimbursement shall be cancelled and ABB or the relevant Obligor
               (as the case may be) will be liable to the reimbursing Lender for
               the amount so reimbursed.

27.5    EXCEPTIONS
(a)     This Clause 27 shall not apply to the extent that the Recovering Lender
        would not, after making any payment pursuant to this Clause, have a
        valid and enforceable claim against ABB or the relevant Obligor (as the
        case may be).

(b)     A Recovering Lender is not obliged to share with any other Lender any
        amount which the Recovering Lender has received or recovered as a result
        of taking legal or arbitration proceedings, if:

        (i)    it notified the other Lenders of the legal or arbitration
               proceedings; and

        (ii)   the other Lender had an opportunity to participate in those legal
               or arbitration proceedings but did not do so as soon as
               reasonably practicable having received notice or did not take
               separate legal or arbitration proceedings.

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                                   SECTION 10
                                 ADMINISTRATION

28.     PAYMENT MECHANICS

28.1    PAYMENTS TO THE FACILITY AGENT
(a)     On each date on which ABB, an Obligor or a Lender is required to make a
        payment under a Finance Document, ABB, such Obligor or, as the case may
        be, such Lender shall make the same available to the Facility Agent
        (unless a contrary indication appears in a Finance Document) for value
        on the due date at the time and in such funds specified by the Facility
        Agent as being customary at the time for settlement of transactions in
        the relevant currency in the place of payment.

(b)     Payment shall be made to such account in the principal financial centre
        of the country of that currency (or, in relation to Euro, in a principal
        financial centre in a Participating Member State or London) with such
        bank as the Facility Agent specifies.

28.2    DISTRIBUTIONS BY THE FACILITY AGENT
        Each payment received by the Facility Agent under the Finance Documents
        for another Party shall, subject to Clause 28.3 (DISTRIBUTIONS TO THE
        OBLIGORS) and Clause 28.4 (CLAWBACK) be made available by the Facility
        Agent as soon as practicable after receipt to the Party entitled to
        receive payment in accordance with this Agreement (in the case of a
        Lender, for the account of its Facility Office), to such account as that
        Party may notify to the Facility Agent by not less than 5 Business Days'
        notice with a bank in the principal financial centre of the country of
        that currency (or, in relation to Euro, in the principal financial
        centre of a Participating Member State or London).

28.3    DISTRIBUTIONS TO THE OBLIGORS
        The Facility Agent may (with the consent of ABB or the relevant Obligor
        (as the case may be) or in accordance with Clause 29 (SET-OFF)) apply
        any amount received by it for ABB or that Obligor in or towards payment
        (on the date and in the currency and funds of receipt) of any amount due
        from ABB or that Obligor (as the case may be) under the Finance
        Documents or in or towards purchase of any amount of any currency to be
        so applied.

28.4    CLAWBACK
(a)     Where a sum is to be paid to the Facility Agent under the Finance
        Documents for another Party, the Facility Agent is not obliged to pay
        that sum to that other Party (or to enter into or perform any related
        exchange contract) until it has been able to establish to its absolute
        satisfaction that it has actually received that sum (and the Facility
        Agent shall make such due enquiry as a diligent agent would make in so
        establishing).

(b)     If the Facility Agent pays an amount to another Party and it proves to
        be the case that the Facility Agent had not actually received that
        amount, then the Party to whom that amount (or the proceeds of any
        related exchange contract) was paid by the Facility Agent shall on
        demand refund the same to the Facility Agent together with interest on
        that amount from the date of payment to the date of receipt by the
        Facility Agent, calculated by the Facility Agent to reflect its cost of
        funds.

                                      -62-
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(c)     In the event that a Lender fails to make its participation in an Advance
        available to the Facility Agent (as defined in Clause 28.1 (PAYMENTS TO
        THE FACILITY AGENT)) in accordance with the terms of this Agreement,
        such Lender hereby indemnifies the Facility Agent on demand against all
        costs, losses and expenses that the Facility Agent may incur as a result
        of such failure (including, without limitation, where the Facility
        Agent, at its sole option, makes arrangements to make available to the
        relevant Borrower an amount equal to said participation).

(d)     For the purposes of paragraph (c) of this Clause 28.4, if a Lender makes
        its participation available to the Facility Agent after 3.00 p.m.
        (London time) on the due date, such participation shall be deemed to
        have been made available on the Business Day immediately succeeding the
        said due date.

28.5    PARTIAL PAYMENTS
(a)     If the Facility Agent receives a payment that is insufficient to
        discharge all the amounts then due and payable by ABB or the Obligors
        under the Finance Documents, the Facility Agent shall apply that payment
        towards the obligations of the Obligors under the Finance Documents in
        the following order:

        (i)    FIRST, in or towards payment pro rata of any unpaid fees, costs
               and expenses of the Facility Agent under the Finance Documents;

        (ii)   SECONDLY, in or towards payment pro rata of any accrued interest
               or commission due but unpaid under this Agreement;

        (iii)  THIRDLY, in or towards payment pro rata of any principal due but
               unpaid under this Agreement; and

        (iv)   FOURTHLY, in or towards payment pro rata of any other sum due but
               unpaid under the Finance Documents.

(b)     The Facility Agent shall, if so directed by the Majority Lenders, vary
        the order set out in paragraphs (a)(ii) to (iv) above.

(c)     Paragraphs (a) and (b) above will override any appropriation made by ABB
        or any Obligor.

28.6    NO SET-OFF BY OBLIGORS
        All payments to be made by ABB or the Obligors under the Finance
        Documents shall be calculated and be made without (and free and clear of
        any deduction for) set-off or counterclaim.

28.7    BUSINESS DAYS
(a)     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).

(b)     During any extension of the due date for payment of any principal or an
        Unpaid Sum under this Agreement interest is payable on the principal at
        the rate payable on the original due date.

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28.8    CURRENCY OF ACCOUNT
(a)     Subject to paragraphs (b) to (e) below, the Base Currency is the
        currency of account and payment for any sum due from ABB or the Obligors
        under any Finance Document.

(b)     A repayment of an Advance or Unpaid Sum or a part of an Advance or
        Unpaid Sum shall be made in the currency in which that Advance or Unpaid
        Sum is denominated on its due date.

(c)     Each payment of interest shall be made in the currency in which the sum
        in respect of which the interest is payable was denominated when that
        interest accrued.

(d)     Each payment in respect of costs, expenses or Taxes shall be made in the
        currency in which the costs, expenses or Taxes are incurred.

(e)     Any amount expressed to be payable in a currency other than the Base
        Currency shall be paid in that other currency.

28.9    CHANGE OF CURRENCY
(a)     Unless otherwise prohibited by law, if more than one currency or
        currency unit are at the same time recognised by the central bank of any
        country as the lawful currency of that country, then:

        (i)    any reference in the Finance Documents to, and any obligations
               arising under the Finance Documents in, the currency of that
               country shall be translated into, or paid in, the currency or
               currency unit of that country designated by the Facility Agent
               (after consultation with ABB); and

        (ii)   any translation from one currency or currency unit to another
               shall be at the official rate of exchange recognised by the
               central bank for the conversion of that currency or currency unit
               into the other, rounded up or down by the Facility Agent (acting
               reasonably).

(b)     If a change in any currency of a country occurs, this Agreement will, to
        the extent the Facility Agent (acting reasonably and after consultation
        with ABB) specifies to be necessary, be amended to comply with any
        generally accepted conventions and market practice in the Relevant
        Interbank Market and otherwise to reflect the change in currency.

29.     SET-OFF

        Without prejudice to the rights at law of each Finance Party, while an
        Event of Default is continuing, a Finance Party may set off any matured
        obligation due from ABB or an Obligor under the Finance Documents (to
        the extent beneficially owned by that Finance Party) against any matured
        obligation owed by that Finance Party to ABB or that Obligor (as the
        case may be), regardless of the place of payment, booking branch or
        currency of either obligation. If the obligations are in different
        currencies, the Finance Party may convert either obligation at a market
        rate of exchange in its usual course of business for the purpose of the
        set-off.

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30.     NOTICES

30.1    COMMUNICATIONS IN WRITING
(a)     Any communication to be made under or in connection with the Finance
        Documents shall be made in writing and, unless otherwise stated, may be
        made by fax or letter.

(b)     With the consent of the relevant Lender, the Facility Agent may serve
        notices and other information on a Lender by way of electronic mail.

30.2    ADDRESSES
(a)     The address and fax number (and the department or officer, if any, for
        whose attention the communication is to be made) of each Party for any
        communication or document to be made or delivered under or in connection
        with the Finance Documents is:

        (i)    in the case of the Original Obligors, that identified in Part 2
               of Schedule 1 (THE ORIGINAL OBLIGORS), with a copy to ABB and ABB
               Capital B.V., Zurich Branch;

        (ii)   in the case of ABB, that identified in Clause 30.2(b);

        (iii)  in the case of an Additional Obligor, that identified in the
               Accession Letter relating to that Additional Obligor, with a copy
               to ABB and ABB Capital B.V., Zurich Branch;

        (iv)   in the case of ABB Capital B.V., Zurich Branch, that identified
               in Clause 30.2(b);

        (v)    in the case of each Lender, that notified in writing to the
               Facility Agent on or prior to the date on which it becomes a
               Party; and

        (vi)   in the case of the Facility Agent, that identified in Clause
               30.2(b),

        or any substitute address, fax number or department or officer as the
        Party may notify to the Facility Agent (or the Facility Agent may notify
        to the other Parties, if a change is made by the Facility Agent) by not
        less than 5 Business Days' notice.

(b)

        (i)    the Facility Agent:

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               Credit Suisse First Boston
               1 Cabot Square
               Canary Wharf
               London  E14 4LB

               Attn:  Loans Agency
               Tel:   020 7888 8361
               Fax:   020 7458 8204 / 020 7888 8398

        (ii)   ABB Capital B.V., Zurich Branch

               Thurgauerstrasse 54
               CH-8050 Zurich
               Switzerland

               Attn:  President's Office
               Fax:   +41 1 318 5252

        (iii)  ABB Ltd

               Affolternstrasse 44
               CH-8050 Zurich
               Switzerland

               Attn:  Senior Group Officer - Group Financing and Taxes
               Fax:   +41 43 317 7992
                      +41 43 317 7982

30.3    DELIVERY

(a)     Any communication or document made or delivered by one person to another
        under or in connection with the Finance Documents will only be
        effective:

        (i)    if by way of fax, when received in legible form; or

        (ii)   if by way of letter, when it has been left at the relevant
               address or 5 (in the case of domestic mail) or 10 (in the case of
               air mail) Business Days after being deposited in the post postage
               prepaid in an envelope addressed to it at that address; or

        (iii)  if by way of electronic mail, when received.

        and, if a particular department or officer is specified as part of its
        address details provided under Clause 30.2 (ADDRESSES), if addressed to
        that department or officer, PROVIDED THAT if receipt is on a day that is
        not a working day in the country of receipt or is at a time outside
        normal business hours, such communication shall be effective on the next
        succeeding working day.

(b)     Any communication or document to be made or delivered to the Facility
        Agent will be effective only when actually received by the Facility
        Agent and then only if it is expressly marked for the attention of the
        department or officer identified in Clause 30.2

                                      -66-
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        (ADDRESSES) (or any substitute department or officer as the Facility
        Agent shall specify for this purpose).

(c)     All notices from or to ABB or an Obligor shall be sent through the
        Facility Agent.

30.4    NOTIFICATION OF ADDRESS AND FAX NUMBER
        Promptly upon receipt of notification of an address, fax number or
        change of address or fax number pursuant to Clause 30.2 (ADDRESSES) or
        changing its own address or fax number, the Facility Agent shall notify
        the other Parties.

30.5    ENGLISH LANGUAGE
(a)     Any notice given under or in connection with any Finance Document must
        be in English.

(b)     All other documents provided under or in connection with any Finance
        Document must be:

        (i)    in English; or

        (ii)   if not in English, and if so required by the Facility Agent,
               accompanied by a certified English translation.

31.     CALCULATIONS AND CERTIFICATES

31.1    ACCOUNTS
        In any litigation or arbitration proceedings arising out of or in
        connection with a Finance Document, the entries made in the accounts
        maintained by a Finance Party are PRIMA FACIE evidence of the matters to
        which they relate.

31.2    CERTIFICATES AND DETERMINATIONS
        Except where otherwise indicated, any certification or determination by
        a Finance Party of a rate or amount under any Finance Document is, in
        the absence of manifest error, conclusive evidence of the matters to
        which it relates.

31.3    DAY COUNT CONVENTION
        Any interest, commission or fee accruing under a Finance Document will
        accrue from day to day and is calculated on the basis of the actual
        number of days elapsed and a year of 360 days or, in any case where the
        practice in the Relevant Interbank Market differs, in accordance with
        that market practice.

32.     PARTIAL INVALIDITY

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

33.     REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising, on the part of any
        Finance Party, any right or remedy under the Finance Documents shall
        operate as a waiver, nor shall any single or partial exercise of any
        right or remedy prevent any further or other exercise or

                                      -67-
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        the exercise of any other right or remedy. The rights and remedies
        provided in this Agreement are cumulative and not exclusive of any
        rights or remedies provided by law.

34.     AMENDMENTS AND WAIVERS

34.1    REQUIRED CONSENTS
(a)     Subject to Clause 34.2 (EXCEPTIONS) any term of the Finance Documents
        may be amended or waived only with the consent of the Majority Lenders
        and ABB and any such amendment or waiver will be binding on all Parties.

(b)     The Facility Agent may effect (and is hereby so authorised by each
        Finance Party), on behalf of any Finance Party, any amendment or waiver
        permitted by this Clause.

34.2    EXCEPTIONS
(a)     An amendment or waiver that has the effect of changing or which relates
        to:

        (i)    the definition of "Majority Lenders" in Clause 1.1 (DEFINITIONS);

        (ii)   an extension to the date of payment of any amount under the
               Finance Documents;

        (iii)  a reduction in the Margin or the amount of any payment of
               principal, interest, fees or commission payable;

        (iv)   an increase in any Commitment;

        (v)    any provision which expressly requires the consent of all the
               Lenders;

        (vi)   Clause 2.2 (LENDERS' RIGHTS AND OBLIGATIONS), Clause 4.1
               (CONDITIONS PRECEDENT), Clause 23 (CHANGES TO THE LENDERS),
               Clause 24 (CHANGES TO THE OBLIGORS), Clause 27 (SHARING AMONG THE
               LENDERS) or this Clause 34; or

        (vii)  any change to the Obligors other than in accordance with Clause
               24 (CHANGES TO THE OBLIGORS),

        shall not be made without the prior consent of all the Lenders.

(b)     An amendment or waiver which relates to the rights or obligations of the
        Facility Agent or any Mandated Lead Arranger may not be effected without
        the consent of the Facility Agent or such Mandated Lead Arranger.

35.     COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts were
        on a single copy of the Finance Document.

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                                   SECTION 11
                                    GUARANTEE

36.     GUARANTEE AND INDEMNITY

36.1    GUARANTEE AND INDEMNITY
        Subject to the provisos and confirmations contained in Clause 36.9
        (CONFIRMATIONS AND RESTRICTIONS), each Guarantor irrevocably and
        unconditionally jointly and severally:

        (a)    guarantees to each Finance Party punctual performance by each
               Borrower of all that Borrower's obligations under the Finance
               Documents;

        (b)    undertakes with each Finance Party that whenever a Borrower does
               not pay any amount when due under or in connection with any
               Finance Document, that Guarantor shall immediately on demand pay
               that amount as if it was the principal obligor; and

        (c)    indemnifies each Finance Party immediately on demand against any
               cost, loss or liability suffered by that Finance Party if any
               obligation guaranteed by it is or becomes unenforceable, invalid
               or illegal. The amount of the cost, loss or liability shall be
               equal to the amount which that Finance Party would otherwise have
               been entitled to recover.

36.2    CONTINUING GUARANTEE
        This guarantee is a continuing guarantee and will extend to the ultimate
        balance of sums payable by any Obligor under the Finance Documents,
        regardless of any intermediate payment or discharge in whole or in part.

36.3    REINSTATEMENT
        If any payment by an Obligor or any discharge given by a Finance Party
        (whether in respect of the obligations of any Obligor or any security
        for those obligations or otherwise) is avoided or reduced as a result of
        insolvency or any similar event:

        (a)    the liability of each Obligor shall continue as if the payment,
               discharge, avoidance or reduction had not occurred; and

        (b)    each Finance Party shall be entitled to recover the value or
               amount of that security or payment from each Obligor, as if the
               payment, discharge, avoidance or reduction had not occurred.

36.4    WAIVER OF DEFENCES
        The obligations of each Guarantor under this Clause 36 will not be
        affected by an act, omission, matter or thing which, but for this
        Clause, would reduce, release or prejudice any of its obligations under
        this Clause 36 (without limitation and whether or not known to it or any
        Finance Party) including:

        (a)    any time, waiver or consent granted to, or composition with, any
               Obligor or other person;

        (b)    the release of any other Obligor or any other person under the
               terms of any composition or arrangement with any creditor of any
               member of the Group;

                                      -69-
<Page>

        (c)    the taking, variation, compromise, exchange, renewal or release
               of, or refusal or neglect to perfect, take up or enforce, any
               rights against, or security over assets of, any Obligor or other
               person or any non-presentation or non-observance of any formality
               or other requirement in respect of any instrument or any failure
               to realise the full value of any security;

        (d)    any incapacity or lack of power, authority or legal personality
               of or dissolution or change in the members or status of an
               Obligor or any other person;

        (e)    any amendment (however fundamental) or replacement of a Finance
               Document or any other document or security;

        (f)    any unenforceability, illegality or invalidity of any obligation
               of any person under any Finance Document or any other document or
               security; or

        (g)    any insolvency or similar proceedings.

36.5    IMMEDIATE RECOURSE
        Each Guarantor waives any right it may have of first requiring any
        Finance Party (or any trustee or agent on its behalf) to proceed against
        or enforce any other rights or security or claim payment from any person
        before claiming from that Guarantor under this Clause 36. This waiver
        applies irrespective of any law or any provision of a Finance Document
        to the contrary.

36.6    APPROPRIATIONS
        Until all amounts which may be or become payable by the Obligors under
        or in connection with the Finance Documents have been irrevocably paid
        in full, each Finance Party (or any trustee or agent on its behalf) may:

        (a)    refrain from applying or enforcing any other moneys, security or
               rights held or received by that Finance Party (or any trustee or
               agent on its behalf) in respect of those amounts, or apply and
               enforce the same in such manner and order as it sees fit (whether
               against those amounts or otherwise) and no Guarantor shall be
               entitled to the benefit of the same; and

        (b)    hold in an interest-bearing suspense account any moneys received
               from any Guarantor or on account of any Guarantor's liability
               under this Clause 36.

36.7    DEFERRAL OF GUARANTORS' RIGHTS
        Until all amounts which may be or become payable by the Obligors under
        or in connection with the Finance Documents have been irrevocably paid
        in full or the Facility Agent otherwise directs, no Guarantor will
        exercise any rights which it may have by reason of performance by it of
        its obligations under the Finance Documents:

        (a)    to be indemnified by an Obligor;

        (b)    to claim any contribution from any other guarantor of any
               Obligor's obligations under the Finance Documents; and/or

        (c)    to take the benefit (in whole or in part and whether by way of
               subrogation or otherwise) of any rights of the Finance Parties
               under the Finance Documents or

                                      -70-
<Page>

               of any other guarantee or security taken pursuant to, or in
               connection with, the Finance Documents by any Finance Party.

36.8    ADDITIONAL SECURITY
        This guarantee is in addition to and is not in any way prejudiced by any
        other guarantee or security now or subsequently held by any Finance
        Party.

36.9    CONFIRMATIONS AND RESTRICTIONS
        (a)    ABB Capital B.V. and each other Guarantor which is incorporated
               in the Netherlands confirms that the execution of the Finance
               Documents (including the guarantee granted by it hereunder) and
               the performance of the transactions contemplated thereby are in
               the best corporate interest of ABB Capital B.V. or, as the case
               may be, such other Dutch Guarantor and are not prejudicial to
               their respective creditors (present and future) and all requisite
               corporate action has been taken to approve and to authorise the
               same.

        (b)    The obligations and liabilities of ABB Financial Services AB, or
               any other Guarantor which is incorporated in Sweden, under this
               Clause 36 shall be limited if required by an application of the
               provisions of the Swedish Companies Act (Sw: AKTIEBOLAGSLAGEN)
               (SFS 1975:1385)) in force from time to time regulating prohibited
               loans and guarantees and distribution of assets (including
               profits/dividends) and it is understood that the liability of any
               such Swedish Obligor under this Clause 36 only applies to the
               extent permitted by the above mentioned provisions of the Swedish
               Companies Act.

               The obligations and liabilities of ABB Financial Services AB, or
               any other Guarantor which is incorporated in Sweden, under this
               Clause 36 shall terminate if, and when, (i) it ceases to be a
               Qualifying Subsidiary and is required to prepay Advances borrowed
               by it pursuant to Clause 8.4 (MANDATORY PREPAYMENT ON CEASING TO
               BE A QUALIFYING SUBSIDIARY), PROVIDED HOWEVER THAT at such time
               no claim has been made against it under this Clause 36 or (ii) it
               ceases to be a Borrower pursuant to Clause 24.3 (RESIGNATION OF A
               BORROWER).

        (c)    Any term or provision of this Clause 36 or any other term in this
               Agreement or any Finance Document notwithstanding, the maximum
               aggregate amount of the obligations for which any Guarantor which
               is incorporated in any state of the United States of America (a
               "US GUARANTOR") shall be liable shall not exceed the maximum
               amount for which such US Guarantor can be liable without
               rendering this Agreement or any other Finance Document, as it
               relates to the US Guarantor, subject to avoidance under
               applicable law relating to fraudulent conveyance or fraudulent
               transfer (including section 548 of the Bankruptcy Code of the
               United States or any applicable provisions of comparable state
               law) (collectively "Fraudulent Transfer Laws", in each case after
               giving effect (a) to all other liabilities of the US Guarantor,
               contingent or otherwise, that are relevant under such Fraudulent
               Transfer Laws (specifically excluding, however, any liabilities
               of the Guarantor in respect of intercompany indebtedness to any
               Borrower to the extent that such indebtedness would be discharged
               in an amount equal to the amount paid by the US Guarantor
               hereunder) and (b) to the

                                      -71-
<Page>

               value as assets of the US Guarantor (as determined under the
               applicable provisions of such Fraudulent Transfer Laws) of any
               rights to subrogation, contribution, reimbursement, indemnity or
               similar rights held by such US Guarantor pursuant to (i)
               applicable law or (ii) any other agreement providing for an
               equitable allocation among the US Guarantor and other
               Subsidiaries or affiliates of any Borrower of obligations arising
               under this Agreement or any guarantees of the obligations by such
               parties.

        (d)    Each Obligor incorporated in Guernsey waives any right which that
               Obligor may have under the existing or future law of the island
               of Guernsey:

               (i)    whether by virtue of the "DROIT DE DIVISION" or otherwise
                      to require that any liability under this Agreement be
                      divided or apportioned with any other person or reduced in
                      any manner whatsoever; and

               (ii)   whether by virtue of the "DROIT DE DISCUSSION" or
                      otherwise to require that recourse be had to the assets of
                      any other person before any claim is enforced against that
                      Obligor in respect of any liability hereby assumed by that
                      Obligor.

                                      -72-
<Page>

                                   SECTION 12
                          GOVERNING LAW AND ENFORCEMENT

37.     GOVERNING LAW

        This Agreement is governed by English law.

38.     ENFORCEMENT

(a)     The courts of England have exclusive jurisdiction to settle any dispute
        arising out of or in connection with this Agreement (including a dispute
        regarding the existence, validity or termination of this Agreement) (a
        "DISPUTE").

(b)     The Parties agree that the courts of England are the most appropriate
        and convenient courts to settle Disputes and accordingly no Party will
        argue to the contrary.

(c)     This Clause 38 is for the benefit of the Finance Parties only. As a
        result, no Finance Party shall be prevented from taking proceedings
        relating to a Dispute ("PROCEEDINGS") in any other courts with
        jurisdiction.

(d)     If ABB Capital B.V. is represented by an attorney or attorneys in
        connection with the signing and/or execution and/or delivery of this
        Agreement or any agreement or document referred to herein or made
        pursuant hereto and the relevant power or powers of attorney is or are
        expressed to be governed by the laws of a particular jurisdiction, it is
        hereby expressly acknowledged and accepted by the other parties hereto
        that such laws shall govern the existence and extent of such attorney's
        or attorneys' authority and the effects of the exercise thereof.

(e)     SERVICE OF PROCESS
        ABB and each Obligor incorporated in a jurisdiction other than England
        and Wales agree that the documents which start any Proceedings in
        England and any other documents required to be served in relation to
        those Proceedings may be served on ABB Limited, at Orion House, 5 Upper
        St. Martin's Lane, London WC2 or, if different, its registered office,
        with a copy to ABB. If the appointment of the person mentioned in this
        Clause 38(e) ceases to be effective, ABB and each Obligor shall
        immediately appoint another person in England to accept service of
        process on its behalf in England. If ABB or any Obligor fails to do so
        (and such failure continues for a period of not less than fourteen
        days), the Facility Agent shall be entitled to appoint such a person by
        notice to ABB or the relevant Obligor (as the case may be). Nothing
        contained herein shall restrict the right to serve process in any other
        manner allowed by law.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.

                                      -73-
<Page>

                                   SCHEDULE 1

                              THE ORIGINAL PARTIES

                                     PART 1
                              THE ORIGINAL LENDERS

<Table>
<Caption>
              NAME                                 FACILITY OFFICE                       COMMITMENT ($)
<S>                                         <C>                                           <C>
Credit Suisse First Boston                  London Branch                                 315,666,666.67

Barclays Bank PLC                           London Branch                                 315,666,666.67

Citibank, N.A.                              London Branch                                 315,666,666.66

Bayerische Hypo-und Vereinsbank             Munich Branch                                 200,000,000

Deutsche Bank Luxembourg S.A.               Deutsche Bank Luxembourg S.A.                 200,000,000

Commerzbank Aktiengesellschaft,             Mannheim Branch                               155,000,000
Mannheim Branch

HSBC Bank plc                               London Branch                                 155,000,000

Skandinaviska Enskilda Banken AB (publ)     LondonBranch                                  155,000,000

(1)The Bank of Tokyo-Mitsubishi, Ltd.       London Branch                                 155,000,000

Mizuho Corporate Bank, Ltd.                 London Branch                                 155,000,000

Bank Brussels Lambert SA, Brussels,         Geneva Branch                                  98,000,000
Geneva Branch

Banco Bilbao Vizcaya Argentaria S.A.        London Branch                                  93,000,000

BNP Paribas SA                              Puteaux Branch                                 93,000,000

CDC IXIS                                    Paris Branch                                   93,000,000

Nordea Bank Sweden AB (publ)                Stockholm Branch                               93,000,000

Svenska Handelsbanken AB (publ)             Stockholm Branch                               93,000,000

Saudi American Bank                         Riyadh Branch                                  75,000,000

Den norske Bank ASA                         Oslo Branch                                    70,000,000

KBC Bank Nederland N.V.                     Netherlands Branch                             70,000,000
</Table>

----------
(1) Pursuant to Clause 2.3(c), BTM (Europe) Limited for Advances to US Borrowers
    only.

                                      -74-
<Page>

<Table>
<Caption>
              NAME                                 FACILITY OFFICE                       COMMITMENT ($)
<S>                                         <C>                                           <C>
BHF-BANK Aktiengesellschaft                 BHF-BANK Aktiengesellschaft,                   50,000,000
                                            Frankfurt (Head Office)

Standard Chartered Bank                     London Branch                                  50,000,000
                                                                                   -------------------------
TOTAL                                                                                   3,000,000,000
                                                                                   -------------------------
</Table>

                                      -75-
<Page>

                                     PART 2
                              THE ORIGINAL OBLIGORS

<Table>
<Caption>
NAME OF BORROWER                            ADDRESS                                      JURISDICTION OF
                                                                                          INCORPORATION
<S>                                         <C>                                          <C>
ABB Finance Inc.                            One Stamford Plaza                           Delaware, USA
                                            P.O. Box 120071
                                            Stamford CT
                                            06912-0071 USA

                                            Attention:        Controller
                                            Fax:              +1 203 961 78 60

ABB Treasury Center (USA), Inc.             One Stamford Plaza                           Delaware, USA
                                            PO Box 120071
                                            Stamford CT
                                            06912-0071 USA

                                            Attention:        Controller
                                            Fax:              +1 203 961 78 60

ABB International Finance Limited           Suite 3                                      Guernsey
                                            Weighbridge House
                                            The Pollet
                                            St. Peter Port
                                            GY1 1WL
                                            Guernsey

                                            Attention:        Controller
                                            Fax:              +44 1481 729 016

ABB Capital B.V.                            Burgemeester Haspelslaan 65, 5/F             Netherlands
                                            PO Box 74690
                                            Amstelveen
                                            NL-1181 NB
                                            Netherlands

                                            Attention:        Controller
                                            Fax:              + 31 20 445 9844

ABB Financial Services AB                   Birger Jarlsgatan 57B                        Sweden
                                            113 96 Stockholm

                                            Attention:        Controller
                                            Fax:              +46 8 458 5099
</Table>

                                      -76-
<Page>

<Table>
<Caption>
NAME OF GUARANTOR                           ADDRESS                                      JURISDICTION OF
                                                                                          INCORPORATION
<S>                                         <C>                                          <C>
ABB Finance Inc.                            One Stamford Plaza                           Delaware, USA
                                            P.O. Box 120071
                                            Stamford CT
                                            06912-0071 USA

                                            Attention:        Controller
                                            Fax:              +1 203 961 78 60

ABB Treasury Center (USA), Inc.             One Stamford Plaza                           Delaware, USA
                                            PO Box 120071
                                            Stamford CT
                                            06912-0071 USA

                                            Attention:        Controller
                                            Fax:              +1 203 961 78 60

ABB International Finance Limited           Suite 3                                      Guernsey
                                            Weighbridge House
                                            The Pollet
                                            St. Peter Port
                                            GY1 1WL
                                            Guernsey

                                            Attention:        Controller
                                            Fax:              +44 1481 729 016

ABB Capital B.V.                            Burgemeester Haspelslaan 65, 5/F             Netherlands
                                            PO Box 74690
                                            Amstelveen
                                            NL-1181 NB
                                            Netherlands

                                            Attention:        Controller
                                            Fax:              + 31 20 445 9844

ABB Financial Services AB                   Birger Jarlsgatan 57B                        Sweden
                                            113 96 Stockholm

                                            Attention:        Controller
                                            Fax:              +46 8 458 5099
</Table>

                                      -77-
<Page>

                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

                     ADDITIONAL OBLIGOR CONDITIONS PRECEDENT

1.      An Accession Letter, duly executed by the Additional Obligor and ABB.

2.      A copy of the constitutional documents of the Additional Obligor.

3.      A copy of a resolution of the board of directors, or other suitable
        authority, of the Additional Obligor:

        (a)    approving the terms of, and the transactions contemplated by, the
               Accession Letter and the Finance Documents and resolving that it
               execute the Accession Letter;

        (b)    authorising a specified person or persons to execute the
               Accession Letter on its behalf; and

        (c)    authorising a specified person or persons, on its behalf, to sign
               and/or despatch all other documents and notices (including any
               Utilisation Request) to be signed and/or despatched by it under
               or in connection with the Finance Documents.

4.      A specimen of the signature of each person authorised by the resolution
        referred to in paragraph 3 above.

5.      A certificate of the Additional Obligor (signed by two duly authorised
        signatories) confirming that borrowing or guaranteeing (as the case may
        be) the Total Commitments would not cause any borrowing, guaranteeing or
        similar limit binding on it to be exceeded.

6.      A certificate of an authorised signatory of the Additional Obligor
        certifying that each copy document listed in this Schedule 2 is correct,
        complete and in full force and effect as at a date no earlier than the
        date of the Accession Letter.

7.      A copy of any other Authorisation or other document, opinion or
        assurance which the Facility Agent reasonably considers to be necessary
        in connection with the entry into and performance of the transactions
        contemplated by the Accession Letter or for the validity and
        enforceability of any Finance Document.

8.      If available, the latest audited financial statements of the Additional
        Obligor.

9.      A legal opinion of Clifford Chance Limited Liability Partnership, legal
        advisers to the Mandated Lead Arrangers and the Facility Agent in
        England.

10.     If the Additional Obligor is incorporated in a jurisdiction other than
        England and Wales, a legal opinion of the legal advisers to the Mandated
        Lead Arrangers and the Facility Agent in the jurisdiction in which the
        Additional Obligor is incorporated.

11.     If the proposed Additional Obligor is incorporated in a jurisdiction
        other than England and Wales, evidence that the process agent specified
        in Clause 38(e) (SERVICE OF PROCESS),

                                      -78-
<Page>

        if not an Obligor, has accepted its appointment in relation to the
        proposed Additional Obligor.

12.     A copy of the Keep-Well Agreement in respect of the Additional Obligor.

                                      -79-
<Page>

                                   SCHEDULE 3

                               UTILISATION REQUEST

From:          [NAME OF BORROWER]

To:            Credit Suisse First Boston as Facility Agent

Dated:         [-]

Dear Sirs

                    ABB LTD - $3,000,000,000 CREDIT AGREEMENT
  DATED 18 DECEMBER 2001 AS AMENDED AND RESTATED ON 30 APRIL 2002 (THE "CREDIT
                                   AGREEMENT")

13.     Words and expressions defined in the Credit Agreement have the same
        meaning when used herein.

14.     We wish to borrow an Advance on the following terms:

        Proposed Utilisation Date:          [-]  (or, if that is not a Business
                                            Day, the next Business Day)
        Currency of Advance:                [-]
        Amount:                             [-]
        Interest Period:                    [-]

15.     We confirm that each condition specified in Clause 4.1 (CONDITIONS
        PRECEDENT) is satisfied on the date of this Utilisation Request.

16.     The proceeds of this Advance should be credited to [ACCOUNT].

17.     This Utilisation Request is irrevocable.

                                Yours faithfully



                      .....................................
                            authorised signatory for
                               [NAME OF BORROWER]

                                      -80-
<Page>

                                   SCHEDULE 4

                          THE MARGIN AND COMMITMENT FEE

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
  MARGIN AND COMMITMENT FEE                                   CREDIT RATING
    (PER CENT. PER ANNUM)
                               -----------------------------------------------------------------------------
                                    A-/A3         BBB+/ Baa1     BBB/ Baa2      BBB-/ Baa3     LOWER THAN
                                  OR HIGHER                                                    BBB-/ Baa3
                                                                                               OR UNRATED
------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>           <C>            <C>             <C>
Margin                               0.60            0.85           1.25           1.75           2.50
------------------------------------------------------------------------------------------------------------
Commitment Fee                       0.18            0.255         0.375          0.525           0.75
------------------------------------------------------------------------------------------------------------
</Table>

                                      -81-
<Page>

                                   SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATE

To:            Credit Suisse First Boston as Facility Agent

From:          [THE EXISTING LENDER] (the "EXISTING LENDER") and [THE NEW
               LENDER] (the "NEW LENDER")

Dated:

                    ABB LTD - $3,000,000,000 CREDIT AGREEMENT
         DATED 18 DECEMBER 2001 AS AMENDED AND RESTATED ON 30 APRIL 2002
                            (THE "CREDIT AGREEMENT")

18.     Words and expressions defined in the Credit Agreement have the same
        meaning when used herein.

19.     We refer to Clause 23.5 (PROCEDURE FOR TRANSFER) of the Credit
        Agreement:

        (a)    The Existing Lender and the New Lender agree to the Existing
               Lender and the New Lender transferring by novation all or part of
               the Existing Lender's Commitment, rights and obligations referred
               to in the Schedule in accordance with Clause 23.5 (PROCEDURE FOR
               TRANSFER).

        (b)    The proposed Transfer Date is [   ].

        (c)    The Facility Office and address, fax number and attention details
               for notices of the New Lender for the purposes of Clause 30.2
               (ADDRESSES) are set out in the Schedule.

20.     The New Lender expressly acknowledges the limitations on the Existing
        Lender's obligations set out in paragraph (c) of Clause 23.4 (LIMITATION
        OF RESPONSIBILITY OF EXISTING LENDERS).

21.     This Transfer Certificate is governed by English law.

                                  THE SCHEDULE

               COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                            [INSERT RELEVANT DETAILS]
   [FACILITY OFFICE ADDRESS, FAX NUMBER AND ATTENTION DETAILS FOR NOTICES AND
                         ACCOUNT DETAILS FOR PAYMENTS,]

        [Existing Lender]                       [New Lender]

        By:                                     By:

        This Transfer Certificate is accepted by the Facility Agent and the
        Transfer Date is confirmed as [   ].

                                      -82-
<Page>

        [Facility Agent]

        By:

                                      -83-
<Page>

                                   SCHEDULE 6

                                   TIMETABLES

<Table>
<Caption>
                          ADVANCES IN EURO          ADVANCES IN DOLLARS     ADVANCES IN STERLING      ADVANCES IN OTHER
                                                                                                      CURRENCIES
<S>                       <C>                       <C>                     <C>                       <C>
Delivery of a duly        10 a.m. London time,      11 a.m. London          11 a.m. London time,      11 a.m. London
completed Utilisation     3 Business Days           time, 3 Business        1 Business Day prior      time, 3 Business
Request in accordance     prior to the              Days prior to the       to the proposed           Days prior to the
with Clause 5.1           proposed Utilisation      proposed                Utilisation Date          proposed
(DELIVERY OF A            Date                      Utilisation Date                                  Utilisation Date
UTILISATION REQUEST)

Facility Agent            11 a.m. London time,      N/A                     11 a.m. London time,      11 a.m. London
determines (in relation   3 Business Days                                   1 Business Day prior      time, 3 Business
to a Utilisation) the     prior to the                                      to the proposed           Days prior to the
Base Currency Amount of   proposed Utilisation                              Utilisation Date          proposed
the Advance, if           Date                                                                        Utilisation Date
required under Clause
5.4 (LENDERS'
PARTICIPATION)

Facility Agent notifies   Promptly upon             Promptly upon           Promptly upon             Promptly upon
the Lenders of the        receipt from the          receipt from the        receipt from the          receipt from the
Advance in accordance     relevant Borrower         relevant Borrower       relevant Borrower         relevant Borrower
with Clause 5.4
(LENDERS' PARTICIPATION)

Facility Agent receives   N/A                       N/A                     N/A                       Quotation Day as
a notification from a                                                                                 of 9 a.m. London
Lender under Clause 6.2                                                                               time
(UNAVAILABILITY OF A
CURRENCY)
</Table>

                                      -84-
<Page>

<Table>
<Caption>
                          ADVANCES IN EURO          ADVANCES IN DOLLARS     ADVANCES IN STERLING      ADVANCES IN OTHER
                                                                                                      CURRENCIES
<S>                       <C>                       <C>                     <C>                       <C>
Facility Agent gives      N/A                       N/A                     N/A                       Upon receipt of
notice in accordance                                                                                  notification from
with Clause 6.2                                                                                       the Lenders
(UNAVAILABILITY OF A
CURRENCY)

LIBOR or EURIBOR is       Quotation Day as of       Quotation Day as        Quotation Day as of       Quotation Day as
fixed                     11.00 a.m. Brussels       of 11.00 a.m.           11.00 a.m. London         of 11.00 a.m.
                          time                      London time             time                      London time
</Table>

                                      -85-
<Page>

                                   SCHEDULE 7

                            FORM OF ACCESSION LETTER

To:        Credit Suisse First Boston as Facility Agent

From:      [SUBSIDIARY] and ABB Ltd

Dated:     [-]

Dear Sirs

               ABB LTD - $3,000,000,000 REVOLVING CREDIT AGREEMENT
         DATED 18 DECEMBER 2001 AS AMENDED AND RESTATED ON 30 APRIL 2002
                                (THE "AGREEMENT")

22.     We refer to the Agreement. This is an Accession Letter. Terms defined in
        the Agreement have the same meaning in this Accession Letter unless
        given a different meaning in this Accession Letter.

23.     [SUBSIDIARY] agrees to become an [Additional Borrower]/[Additional
        Guarantor] and to be bound by the terms of the Agreement as an
        [Additional Borrower]/[ Additional Guarantor] pursuant to [Clause 24.2
        (ADDITIONAL BORROWERS)]/[Clause 24.4 (ADDITIONAL GUARANTORS)] of the
        Agreement.

24.     [SUBSIDIARY] is a company duly incorporated under the laws of [NAME OF
        RELEVANT JURISDICTION].

25.     [SUBSIDIARY] is a Subsidiary of ABB Ltd and is the subject of a
        Keep-Well Agreement, a copy of which is attached to this Accession
        Letter.

26.     [SUBSIDIARY'S] administrative details are as follows:

        Address:

        Fax No:

        Attention:

27.     This Accession Letter is governed by English law.

[This Guarantor Accession Letter is entered into by deed].

--------------------------------------------------------------------------------
ABB Ltd                                [SUBSIDIARY]
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
By:                                    By:
--------------------------------------------------------------------------------

                                      -86-
<Page>

                                   SCHEDULE 8

                           FORM OF RESIGNATION LETTER

To:     Credit Suisse First Boston as Facility Agent

From:   [RESIGNING OBLIGOR] and ABB Ltd

Dated:  [-]

Dear Sirs

                       ABB LTD - $3,000,000,000 REVOLVING
               CREDIT AGREEMENT DATED 18 DECEMBER 2001 AS AMENDED
                 AND RESTATED ON 30 APRIL 2002 (THE "AGREEMENT")

28.     We refer to the Agreement. This is a Resignation Letter. Terms defined
        in the Agreement have the same meaning in this Resignation Letter unless
        given a different meaning in this Resignation Letter.

29.     Pursuant to [Clause 24.3 (RESIGNATION OF A BORROWER)]/[Clause 24.6
        (RESIGNATION OF A GUARANTOR)], we request that [RESIGNING OBLIGOR] be
        released from its obligations as a [Borrower]/[Guarantor] under the
        Agreement.

30.     We confirm that:

        (d)    no Default would result from the acceptance of this request; and

        (e)    [RESIGNING OBLIGOR] is under no actual or contingent liability
               under the Agreement.

31.     This Resignation Letter is governed by English law.


        ABB Ltd                             [SUBSIDIARY]

        By:                                 By:

                                      -87-
<Page>

                                   SCHEDULE 9

                              ADDITIONAL COST RATE

The Additional Cost Rate is an addition to the interest rate on an Advance
denominated in Sterling to compensate the Lenders for the cost attributable to
such Advance resulting from the imposition from time to time under or pursuant
to the Bank of England Act 1998 (the "BOE ACT") of a requirement to place
non-interest-bearing or Special Deposits (whether interest bearing or not) with
the Bank of England calculated by reference to liabilities used to fund the
Advance.

The Additional Cost Rate shall be the rate determined by the Facility Agent to
be equal to the arithmetic mean (rounded upward, if necessary, to 4 decimal
places) of the respective rates notified by each Reference Bank to the Facility
Agent as the rate resulting from the application (as appropriate) of the
following formulae:

                                  XL + S(L - D)
                                  -------------
                                  100 - (X + S)

where on the day of application of a formula:

X       is the percentage of Eligible Liabilities (in excess of any stated
        minimum) by reference to which that Reference Bank is required under or
        pursuant to the BoE Act to maintain cash ratio deposits with the Bank of
        England;

L       is LIBOR applicable to the relevant Advance;

S       is the level of interest bearing Special Deposits, expressed as a
        percentage of Eligible Liabilities, which that Reference Bank is
        required to maintain by the Bank of England (or other United Kingdom
        governmental authorities or agencies); and

D       is the percentage rate per annum payable by the Bank of England to that
        Reference Bank on Special Deposits.

(X, L, S and D shall be expressed in the formula as numbers and not as
percentages, e.g. if X = 0.15% and L = 7%, XL will be calculated as 0.15 X 7 and
not as 0.15% X 7%. A negative result obtained from subtracting D from L shall be
counted as zero.)

If any Reference Bank fails to notify any such rate to the Facility Agent, the
Additional Cost Rate shall be determined on the basis of the rate(s) notified to
the Facility Agent by the remaining Reference Bank(s).

The Additional Cost Rate attributable to an Advance or other sum for any period
shall be calculated at or about 11.00 a.m. on the first day of that period for
the duration of that period.

The determination of the Additional Cost Rate in relation to any period shall,
in the absence of manifest error, be conclusive and binding on the Parties.

If there is any change in circumstance (including the imposition of alternative
or additional requirements) which in the reasonable opinion of the Facility
Agent renders or will render the above formula (or any element of the formula,
or any defined term used in the formula)

                                      -88-
<Page>

inappropriate or inapplicable, the Facility Agent (following consultation with
ABB and the Majority Lenders) shall be entitled to vary the same by giving
notice to the Parties. Any such variation shall, in the absence of manifest
error, be conclusive and binding on the Parties and shall apply from the date
specified in such notice.

For the purposes of this Schedule, Eligible Liabilities and Special Deposits
have the meanings given to those terms under or pursuant to the BoE Act or by
the Bank of England (as may be appropriate), on the day of the application of
the formula.

                                      -89-
<Page>

                                   SCHEDULE 10

                               MATERIAL COMPANIES

Asea Brown Boveri Inc., Delaware, U.S.A.

Asea Brown Boveri AG, Germany

ABB AB, Sweden

ABB Holdings Limited, United Kingdom

ABB S.p.A., Italy

ABB BV, The Netherlands

ABB (Schweiz) AG, Switzerland

ABB Holding AS, Norway

ABB Oy, Finland

ABB S.A., France

                                      -90-
<Page>

                                   SCHEDULE 11

                         FORM OF COMPLIANCE CERTIFICATE

To:            Credit Suisse First Boston as Facility Agent

From:          ABB Ltd

Dated:

Dear Sirs

ABB LTD $3,000,000,000 MULTICURRENCY REVOLVING CREDIT AGREEMENT DATED 18
DECEMBER 2001 (AS AMENDED AND RESTATED ON 30 APRIL 2002) (THE "AGREEMENT")

We refer to the Agreement. This is a Compliance Certificate delivered with the
consolidated accounts of ABB dated [31 March, 30 June, 30 September] 2002 (the
"REFERENCE DATE"). Terms defined in the Agreement have the same meaning when
used in this Compliance Certificate unless given a different meaning.

We confirm that:

(f)     EBITDA: TOTAL NET INTEREST

        In respect of the Relevant Period ending on the Reference Date:

        (viii) EBITDA was [   ].

        (ix)   Interest income was [   ].

        (x)    Interest expense was [   ].

        Therefore the ratio of EBITDA to Total Net Interest in respect of such
        period was [  ]:[  ] and the covenant contained in paragraph 20.2(a) of
        Clause 20 (Financial Covenants) [has/has not] been complied with.

        Note: ABB's Financial Services Division reports interest income and
        interest expense as part of revenues and cost of sales respectively.
        Accordingly interest income and interest expense in respect of ABB's
        Financial Services Division are excluded from (ii) and (iii) above.

(g)     TOTAL GROSS DEBT OF THE GROUP(2)

        (xi)   Short-term borrowings of the Group on the Reference Date were
               [   ].

        (xii)  Long Term Borrowings of the Group on the Reference Date were
               [   ].

        (xiii) Amounts drawn down under the Facility prior to 15 May 2002 and
               held on account with the Facility Agent on the Reference Date
               were [   ] ("EXCLUDED AMOUNTS").

----------
(2) Do not include in compliance certificate relating to 31 March 2002 results.

                                      -91-
<Page>

        The Total Gross Debt of the Group (excluding Excluded Amounts) on the
        Reference Date therefore did not exceed $10,500,000,000 and has not
        exceeded such figure at any time after the Effective Date. Accordingly
        the covenant contained in paragraph 20.2(b) of Clause 20 (Financial
        Covenants) [has/has not] been complied with.

(h)     CONSOLIDATED NET WORTH

        (xiv)  Consolidated Net Worth on the Reference Date was [  ].

        (xv)   Consolidated net income of the Group from 1 January 2002 to the
               Reference Date was [  ].

        Accordingly the calculation set out in clause 20.2(c) is as follows:

        $1,800,000,000 + [INSERT 50% OF CONSOLIDATED NET INCOME FIGURE OR 0 IF
        THAT FIGURE IS NEGATIVE] = [  ]

        Therefore Consolidated Net Worth on the Reference Date was at least [  ]
        and the covenant contained in paragraph 20.2(c) of Clause 20 (Financial
        Covenants) [has/has not] been complied with.

(i)     TOTAL GROSS DEBT OF THE GROUP EXCLUDING THE OBLIGOR GROUP(3)

        The aggregate amount of Total Gross Debt of Group Companies that are not
        members of the Obligor Group (excluding items set out in paragraphs (i)
        to (v) of paragraph 20.2(d) of Clause 20 (Financial Covenants)) [has/has
        not] since the Effective Date exceeded $1,000,000,000.


--------------------------                          --------------------------
Officer of ABB Ltd                                  Officer of ABB Ltd
(without personal liability)                        (without personal liability)

----------
(3) Do not include in compliance certificate relating to 31 March 2002 results.

                                      -92-
<Page>

                                   SIGNATURES

ABB LTD

By:           /s/  HANS ENHORNING                /s/ ALFRED STORCK



THE BORROWERS

ABB TREASURY CENTER (USA), INC.

By:           /s/  LARS HEKTOEN                  /s/  JEFFREY KURNENTZ



ABB FINANCE INC.

By:           /s/  LARS HEKTOEN                  /s/  JEFFREY KURNENTZ



ABB CAPITAL B.V.

By:           /s/  THOMAS MEYER                  /s/ BRIAN VAN REIJN



ABB FINANCIAL SERVICES AB

By:           /s/  PETRA HEDENGRAN               /s/ HENRIK HOLMBERG


ABB INTERNATIONAL FINANCE LIMITED

By:           /s/  THOMAS MEYER                  /s/ BRIAN VAN REIJN


THE GUARANTORS

ABB TREASURY CENTER (USA), INC.

By:           /s/  LARS HEKTOEN                  /s/ JEFFREY KURNENTZ


ABB FINANCE INC.

By:           /s/  LARS HEKTOEN                  /s/ JEFFREY KURNENTZ

                                      -93-
<Page>

ABB CAPITAL B.V.

By:           /s/  THOMAS MEYER                  /s/  BRIAN VAN REIJN



ABB FINANCIAL SERVICES AB

By:           /s/  PETRA HEDENGRAN               /s/ HENRIK HOLMBERG



ABB INTERNATIONAL FINANCE LIMITED

By:           /s/  THOMAS MEYER                  /s/ BRIAN VAN REIJN



THE MANDATED LEAD ARRANGERS

BARCLAYS CAPITAL

By:           /s/  TIM AUSTRUP



CREDIT SUISSE FIRST BOSTON

By:           /s/  COLIN HELY-HUTCHINSON         /s/  PEDER OIEN



SALOMON BROTHERS INTERNATIONAL LIMITED

By:           /s/  JEFFREY KNOWLES



THE FACILITY AGENT

CREDIT SUISSE FIRST BOSTON

By:           /s/  COLIN HELY-HUTCHINSON         /s/  PEDER OIEN

                                      -94-
<Page>

THE LENDERS

BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



BANK BRUSSELS LAMBERT SA, BRUSSELS,
GENEVA BRANCH

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



BARCLAYS BANK PLC

By:           /s/  TIM AUSTRUP



BAYERISCHE HYPO-UND VEREINSBANK AG
NEW YORK BRANCH

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



BHF-BANK AKTIENGESELLSCHAFT

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



BNP PARIBAS SA

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



BTM (EUROPE) LIMITED

By:           /s/  AVRIL LANGMAN



CDC IXIS

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



CITIBANK, N.A.

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)


                                      -95-
<Page>

COMMERZBANK AKTIENGESELLSCHAFT,
MANNHEIM BRANCH

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



CREDIT SUISSE FIRST BOSTON

By:           /s/  COLIN HELY-HUTCHINSON         s/  PEDER OIEN



DEN NORSKE BANK ASA

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



DEUTSCHE BANK LUXEMBOURG S.A.

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



HSBC BANK PLC

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



KBC BANK NEDERLAND N.V.

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



MIZUHO CORPORATE BANK, LTD.

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



NORDEA BANK SWEDEN AB (PUBL)

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



SAUDI AMERICAN BANK

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)

                                      -96-
<Page>

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



STANDARD CHARTERED BANK

By:           /s/  PAUL TOSSWILL                 /s/  GRAHAME SMITH



SVENSKA HANDELSBANKEN AB (PUBL)

By:           /s/  JEFFREY KNOWLES               (by Power of Attorney)



THE BANK OF TOKYO-MITSUBISHI, LTD.

By:           /s/  AVRIL LANGMAN

                                      -97-