exhibit4_b4.htm - Generated by SEC Publisher for SEC Filing




Exhibit
4.(b)(4)

 



 

Polca Cash Pooling

 

Agreement

 



 




 





 

THIS AGREEMENT (the “Agreement”) is entered
into

 

BETWEEN

 

(1)        
Polca, a Belgian limited company with its registered office
at 5 Place du Champ de Mars, Brussels, Belgium, registered with the Brussels
register of legal entities under number 0833.312.286, represented by Guillaume
Humbert, Director, and Irène Florescu, Director (“Polca”); and

 

(2)        
the Participating Companies
which have signed the act of accession to this Agreement

 

(Polca and the Participating Companies are hereinafter
collectively referred to as the “Parties” and individually as a “
Party”).

 

WHEREAS:

 

(A)                             
All Participating Companies which
have acceded to and which will accede to this Agreement form a coherent group of
legal and economic entities belonging to the Casino Group, as this term is
defined in Article 1 of this Agreement.

 

(B)                             
In order to ensure, for each of
the Participating Companies, the optimal management of its cash shortfalls or
surpluses, certain Participating Companies implemented prior to the signing date
of this Agreement a system to centralise or pool their currency cash flows and
entrusted the management thereof to Casino, Guichard-Perrachon, Casino Finance
or Polca, as the case may be, as pool leader.

 

(C)                             
Polca and the Participating
Companies agreed moreover before today, by mutual agreement duly approved by
their respective competent bodies, that this pooling system is significantly
beneficial for each of them, in particular due to the flexibility of the system
and the fact that the conditions determining the return on cash flows generated
by the system are the market conditions for equivalent transactions.

 

(D)                             
That being said, the Parties wish
to determine their respective rights and obligations arising from the pooling
system which forms the object of this Agreement.

 

(E)                              
To facilitate the implementation
and ensure the smooth functioning of the proposed cash pooling arrangement,
Polca contacted Société Générale (hereinafter “the Bank”) for the purpose
of managing the totality of cash flows generated by the pooling arrangement, an
assignment which the Bank accepted at the terms set out in the Sogecash
International Sweeping and Sogecash International Pooling Agreements, copies of
which are appended hereto as Annexes 1 and 2.

 

(F)                               
Moreover, Polca is entrusted with
acting as the (i) central holder of cash flows effected by all
Participating Companies and is (ii) responsible for the execution of orders
relating to Investments, as defined below.

 

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NOW, THEREFORE, IT IS AGREED AS
FOLLOWS:

 

1.                                    
Definitions

 

The following defined terms shall have the
meanings set out below:

 

“Advance” shall have the meaning set
out in Article 6.1.

 

“Advance Interest Rate” shall refer to the
Reference Rate plus 50 annual basis points.

 

“Agreement” shall refer to the present agreement
as well as its annexes and any subsequent addenda.

 

“Analytical Account(s)” shall have the
meaning set out in Article 7.1.

 

“Business Day” shall refer to any day on which
the real time gross settlement system in euro (TARGET2) operates.

 

“Calculation Agent” shall refer to Polca for the
purposes of holding the Analytical Accounts of the Participating Companies,
including the calculation of interest on Deposits and Advances.

 

“Cash Shortfall” shall refer, for a given
Business Day, to an amount equal to any net debit balance of all Operating
Accounts of the Participating Company denominated in Currency within the limit
of the amounts debited that same Business Day by the Company concerned from its
Secondary Account.

 

“Cash Surplus” shall refer, for a given Business
Day, to an amount equal to any net credit balance of all Operating Accounts of
the Participating Company denominated in Currency within the limit of the
amounts credited to its Secondary Account.

 

“Casino Group” shall refer to Casino
Guichard-Perrachon, a limited company with headquarters at 1 Esplanade de
France, 48000 Saint-Etienne, France, and any legal person controlled directly or
indirectly by Casino Guichard-Perrachon, where “control” shall refer to
(a) companies affiliated with Casino Guichard- Perrachon,
(b) companies that it controls, (c) companies that control Casino
Guichard-Perrachon, and (d) any other company that to the knowledge of its
management body is controlled by the companies referred to under (a),
(b) and (c).

 

“Concentration Account” shall have the
meaning set out in Article 2.3.

 

“ Currency” shall refer to either the Euro or
the US Dollar, as the case may be.

 

“Deposit” shall have the meaning set
out in Article 5.1.

 

“Deposit Interest Rate” shall refer to
the Reference Rate plus 25 basis points annually.

 

“ EONIA ” shall refer to the rate
calculated daily by the European Central Bank and published by the EBF (European
Banking Federation) on Reuters’ “ EONIA “ web page or any other
page or service capable of replacing Reuters for the purposes of publishing
this rate.

 

“Euro ” shall refer to the money of
Participating Countries within the meaning of Council Regulation (EC) No
1103/97.

 

“Fed Funds Rate” shall refer to the daily rate
calculated by the Federal Reserve Bank and published on Bloomberg FEDL01 or any
other web page or service capable of replacing

 

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Bloomberg for the purposes of publishing this rate,
calculated over the precise number of days of the month and on the basis of a
three-hundred-sixty (360) day year. This rate is rounded to two decimal
places.

 

“Interest Cut-off Date” shall refer, at the
latest, to the second (2nd) Business Day following the last Business Day of a
calendar month, on which the Calculation Agent must determine, for purposes of
the Agreement, the interest on the Deposit or Advance, as the case may be, as it
appears from the Analytical Account of the Participating Company concerned, with
retroactive effect on the value date of the last Business Day of this same
calendar month.

 

“Interest Booking Date” shall refer, at the
latest, to the second (2nd) or third (3rd) Business Day following the Interest
Cut-off Date, with retroactive effect on the value date of the last Business Day
of the preceding calendar month.

 

“Investments” shall have the meaning
set out in Article 8.

 

“Operating Account(s)” shall have the
meaning set out in Article 2.1(A).

 

“Participating Company” shall refer to any
entity of the Casino Group which has acceded to this Agreement, either by
signing the Agreement on the date hereof or by signing at a later date an act of
accession which conforms to the model appended hereto as Annex 3.

 

“Participating Member State” shall refer to a
Member State participating in the agreements of the European Economic and
Monetary Union on the changeover to the Euro, in which at least one
Participating Company has its registered office.

 

“Pooled Assets” shall have the meaning
set out in Article 8.

 

“Reference Rate” shall refer to (i) T4M for
amounts denominated in Euro and (ii) the Fed Funds Rate for amounts
denominated in US Dollar.

 

“Secondary Account(s)” shall have the
meaning set out in Article 2.2.

 

“T4M” shall refer to the Monthly Average Money
Market Rate. It corresponds to the arithmetic mean of EONIA (“ Euro
Overnight Index Average ”), calculated over the precise number of days
of the month and on the basis of a three-hundred-sixty (360) day year. This rate
is rounded to two decimal places.

 

“US Dollar” shall refer to the money
which serves as legal tender on the territory of the United States of
America.

 

2.                                    
Opening
cash flow and/or maintenance of supporting cash accounts

 

2.1                             
Operating
Accounts

 

(A)         
For the purposes of this Agreement, each Participating Company undertakes,
insofar as possible and for as long as it remains a Party to the Agreement, to
ensure that:

 

·                                        
except as provided in
Article 2.1(B) below with respect to settlements between Participating
Companies, all collection relating to its operating income and/or investment
income as well as all outgoing payments (disbursements) relating to current
operating expenditures are paid to or from (a) cash account(s) held with
(a)

 

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credit institution(s) in the Participating Member
State where its registered office is located (hereinafter the “Operating
Accounts”);

 

·                                        
no such incoming or outgoing
payment is made to or from an account other than the Operating
Accounts.

 

(B)                             
With respect to outgoing payments
to be made by a Participating Company for the purpose of settling debts it owes
to another Participating Company, the Participating Company shall authorise
Polca by means of delegation o debit its Analytical Account, as defined in
Article 7.1 of this Agreement, in order to pay the creditor Participating
Company the indicated amount due upon maturity.

 

Payment shall be made by means of a delegation by
debiting the Analytical Account of the debtor Participating Company (the
“ delegator “) with Polca (the “delegatee”) and crediting the
Analytical Account of the creditor Participating Company (the “obligor”). It is
understood that delegation entails novation and that the obligor hereby accepts
in advance that such a delegation discharges the debtor
(the “ delegator “) from its payment obligation but only to the
extent of the amount actually debited from the Analytical Account of the debtor
and credited to the Analytical Account of the creditor on the basis of the
instructions given by the debtor by means of a request for settlement as
referred to below. If the amount of the Deposit held in the Analytical Account
of the debtor Participating Company is insufficient to make the corresponding
entry to the Analytical Account of the creditor Participating Company, the entry
shall be effected by means of an Advance at the conditions set out
herein.

 

Prior to each payment by means of delegation, Polca
shall receive from the debtor concerned a request for settlement stipulating
payment of the debt to the creditor through delegation, it being understood that
in case of disagreement between the debtor and the creditor on the amount of the
debt, the latter shall settle the dispute between them; Polca’s liability being
limited to the sole execution of the request for settlement it will have
received.

 

(C)                              
Insofar as possible, the
Participating Company commits to Polca to carry out each Business Day a transfer
of all net credit balances of its Operating Accounts denominated in
Currency(-cies) to its Secondary Account or to the Concentration Account (as the
case may be, as stated in Article 2.2 below) by debiting its Operating
Accounts.

 

If, on a given Business Day, the net balance of its
Operating Accounts is negative, the Participating Company shall cover the net
debit balance by debiting its Secondary Account in order to credit the overdrawn
Operating Account(s) by the amount of the Cash Shortfall at the conditions
set out in Article 6.2.

 

2.2                             
Secondary
Accounts

 

2.2.1                    
Unless the Participating Company
and Polca agree otherwise and in accordance with Article 1.1(A) of the
Sogecash International Pooling Agreement, each Participating
Company:

 

·                 
shall maintain for the duration
of the Agreement a cash account in Currency (hereinafter the “Secondary
Accounts”, referred to as the “Domestic Cash Accounts “ in the
Sogecash International Pooling Agreement) with an agency of the
Bank;

 

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·                 
shall transfer each Business Day
its Cash Surplus to the Secondary Account or debit the Secondary Account by its
Cash Shortfall, as the case may be.

 

If the Participating Company does not have a Secondary
Account, surplus cash flows shall be transferred directly from the Participating
Company’s Operating Account(s) to the Concentration Account, and vice versa
in the event Advances are extended by Polca.

 

2.2.2                    
Each Participating Company shall
fulfil the necessary formalities with the Bank or  the credit institutions
concerned to allow Polca to consult at any time the balance of  its
Secondary Account(s) or, if it has no such accounts, of its Operating
Account(s).

 

2.3                             
Concentration Account

 

For the purposes of this Agreement and in accordance
with Article 1.1 (B) of the Sogecash International Pooling
Agreement, Polca has opened and shall maintain a cash account with the Bank
(hereinafter the “Concentration Account”, referred to as the
“International Cash Concentration Account” in the Sogecash
International Pooling Agreement), to (or from) which, in accordance with the
provisions in particular of Article 4 of the Sogecash International
Pooling Agreement, each Business Day, as the case may be:

 

(A)                              
Cash Surpluses as well as revenue
from Investments (income and capital) shall be credited, as
appropriate, by:

 

i.                               
the Bank by debiting the
Secondary Accounts of the Participating Companies, or

 

ii.                            
the Participating Companies
themselves by debiting their Operating Accounts,

 

(B)                              
Cash Shortfalls shall be debited,
as appropriate, by

 

i.                               
the Bank, for the benefit of the
Secondary Accounts, or

 

ii.                            
Polca, for the benefit of the
Operating Accounts, along with the funds necessary for Investments made by
it.

 

2.4                             
Manual
and/or automatic zero balancing of accounts

 

It is hereby stated that in accordance with the
requirements of the Sogecash International Pooling Agreement, in
particular Article 2 thereof, each Business Day, after execution by the
Bank (i) of all cash flows initiated by the Participating Company from its
Operating Accounts or by the Bank from the Secondary Accounts of Participating
Companies or from  the Investments referred to in Article 8, the
balance of each Secondary Account and of the Concentration Account shall be
equal to zero for each concerned Business Day Despite the objective of
maintaining a zero balance on the Concentration Account, Polca acknowledges that
for any Business Day, a positive or negative residual balance may remain on the
Concentration Account as well as on the Secondary Accounts.

 

3.                                    
Confirmation of cash
flows

 

3.1                             
Each Participating Company,
represented by the authorised person referred to in the act of accession
conforming to the model appended as Annex 3 to the Agreement, shall provide
Polca or any person designated by the latter each Business Day, no later
than

 

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11.00 CET, with confirmation of the execution of all
transfers of Cash Surpluses or Cash Shortfalls (a “Confirmation”)
referred to in the preceding article.

 

For the purposes of this paragraph, the communication
can be provided by telephone or in writing (fax, e-mail, or any other (written)
means), provided, if communication occurs by phone, a written confirmation is
transmitted to Polca before 11.00 CET on the Business Day concerned.

 

3.2                             
If, on a given Business Day,
there is a difference between the Participating Company’s Confirmation of a Cash
Surplus or Cash Shortfall, as the case may be, on the one hand, and the actual
Cash Surplus or Cash Shortfall, as appropriate, on the other hand, Polca may
oblige the Participating Company to bear the costs it incurs as a result. The
Participating Company concerned may request that Polca produce the necessary
supporting documents.

 

4.                                    
Projected cash
flows

 

Notwithstanding the preceding provisions concerning
Confirmations, each Participating Company, represented by the authorised person
referred to herein or in the act of accession conforming to the model appended
as Annex 3 to the Agreement, as appropriate, shall use it best efforts to
provide Polca, or any person designated by the latter, with its projected
four-week cash flow statements, each Monday or, if a given Monday is not a
Business Day for the Participating Company, the next Business Day thereafter,
before 15.00 CET.

 

5.                                    
Deposits

 

5.1                             
Amount of a
Deposit

 

Each Cash Surplus transferred, as the case may be,
directly from an Operating Account or a Secondary Account to the Concentration
Account, shall give rise to a claim on the part of the relevant Participating
Company against Polca, in an amount equal to the positive difference (if any)
between the amount of the Cash Surplus and the amount of any outstanding Advance
on that date (hereinafter the “Deposit”).

 

At any time, the Participating Company may
(i) request the restitution in whole or in part of the Deposit to cover its
Cash Shortfall as indicated in Article 5.2 or (ii) as provided for by
Article 2.1 (B) to settle by means of delegation a debt to a creditor
Participating Company of the Group.

 

The Deposit is booked as a claim recorded in the
Analytical Account, as indicated in Article 7 below, on each Business Day.
The Deposit may vary to take into account any restitutions that have been made,
as indicated in this article, transfers between Participating Companies as
provided by Article 2.1(B), a new Cash Surplus, or debit or credit
interest.

 

If, on a given Business Day, the Participating Company
has a Cash Shortfall, it shall inform Polca or any person designated by the
latter, as provided by Article 3. In this case, Polca shall return the
Deposit in whole or in part in order to cover the Cash Shortfall.

 

Restitution shall be made by debiting the Concentration
Account and crediting the Secondary Account by the relevant amount or directly
crediting the Operating Account, in

 

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the absence of a Secondary Account. The accrued
interest on this amount shall be settled on the next Interest Booking
Date.

 

If after such restitution there is a positive
difference between the initial Deposit and the returned amounts, the amount of
the Deposit shall be equal to this new balance.

 

5.2                             
Restitution
of a Deposit

 

It is understood that, except for the purposes of
settlements between Participating Companies, as provided by Article 2.1(B),
and/or cash flow hedges, the Participating Company shall endeavour insofar as
possible not to request restitution of a Deposit.

 

5.3                             
Return on a
Deposit

 

Without prejudice to the provisions of
Article 7.1, on each Interest Booking Date, as a return on the Deposit, the
Calculation Agent, on behalf of Polca, shall record in the Participating
Company’s Analytical Account the total interest calculated daily on the amount
of the Deposit entered in the Analytical Account for each Business Day, based on
the Deposit Interest Rate.

 

Interest shall accrue on a Deposit at the Deposit
Interest Rate calculated per Business Day on the basis of a three-hundred-sixty
(360) day year. Interest shall accrue daily as of the Business Day on which the
Deposit is credited to the relevant Secondary Account.

 

Interest accrued daily on the Deposit, calculated on
the sole basis of the Reference Rate, shall be credited to the Analytical
Account of the Participating Company concerned on each Interest Booking
Date.

 

5.4                             
Tax
consequences of a Deposit

 

A Participating Company with its registered office in
Belgium shall be responsible for the tax consequences of the receipt of interest
on Deposits entered in its Analytical Account.

 

Interest on Deposits recorded in the Analytical Account
of a Participating Company with its registered office in a Participating Member
State other than Belgium shall not be subject to any withholding tax.

 

6.                                    
Advances

 

6.1                             
Amount of
an Advance

 

Any Cash Shortfall credited to a Secondary Account or
Operating Account, as the case may be, by debiting the Concentration Account
shall give rise to a debt on the part of the Participating Company to Polca, in
an amount equal to the positive difference (if any) between the amount of Cash
Shortfall and the amount of any outstanding Deposit on that date (hereinafter
the “Advance”).

 

Without prejudice to compliance with the requirements
imposed by Article 6.2 below, the Participating Company may, each Business
Day, debit its Secondary Account (or its Operating Account, also referred to as
the “zero balance account” in the Sogecash Intraday Sweeping Agreement,
in the absence of a Secondary Account) by the amount of its Cash Shortfall.
Polca shall then credit in Currency the Participating Company’s Secondary
Account (or Operating Account, in the absence of a Secondary Account) by an
equivalent amount, through debiting the Concentration Account.

 

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6.2                             
Requirements for the extension of an
Advance

 

(A)                              
For the duration of the
Agreement, an Advance may only be granted to a Participating Company provided it
complies at all times, in particular on the Calculation Date prior to the
Advance in question, with the Maximum Amount of Advances and no case of
termination for default, as described in Article 11 hereof, has been
found.

 

Upon accession by the Participating Company, and for
each period of twelve (12) months during the term of the Agreement, based on the
information provided by the Participating Company about its borrowings and
equity, Polca shall determine a Maximum Amount of Advances for the Participating
Company. Polca shall inform the Participating Company and the Calculation Agent
of the Maximum Amount of Advances. These parties shall strive to ensure that the
Advances never exceed the authorised Maximum Amount of Advances. If this
threshold is nevertheless passed, the Participating Company shall take the
necessary steps to reimburse the excess Maximum Amount of Advances no later than
five Business Days after notification to this end by Polca.

 

The Parties agree that in any case Polca can only
extend (an) Advance(s) to (a) Participating Company(-ies) provided it
possesses sufficient liquidity.

 

(B)                              
For the duration of the
Agreement, the Participating Company undertakes to fulfil the following
reporting obligations:

 

(1)                     
to ensure that
Polca receives its annual accounts as soon as possible and in any case no
later than one hundred eighty (180) days after the close of the financial
year;

 

(2)                     
to immediately inform Polca of
the occurrence of any material event likely to affect its ability to perform its
obligations under the Agreement.

 

6.3                             
Return on
an Advance

 

Interest shall accrue on an Advance at the Advance
Interest Rate, calculated per Business Day by the Calculation Agent on the basis
of a three-hundred-sixty (360) day year. Interest shall accrue daily as of the
Business Day on which the Advance was made available on the Secondary Account,
or the Operating Account in the absence of a Secondary Account.

 

Without prejudice to the provisions of
Article 7.1, the Calculation Agent shall enter in the Participating
Company’s Analytical Account, on the Interest Booking Date, the amount of
interest accrued daily.

 

6.4                             
Tax
consequences of an Advance

 

If a Participating Company has received an Advance, it
shall be responsible for paying all taxes and making all remittances of any kind
whatsoever, present or future, on the amounts due as an Advance under the
Agreement.

 

If, however, a Participating Company is required by law
to make deductions or withhold taxes from any amounts due Polca without being
able to defray these deductions or withholdings, the Participating Company
concerned shall gross up these amounts so that Polca receives, after and despite
the deductions or withholdings, the entire sum to which it is entitled under the
Agreement. The Participating Company is responsible for fulfilling all
formalities and making all declarations in this regard so that Polca is not
bothered or concerned by the matter.

 

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If it proves impossible to gross up the amounts due
Polca by the Participating Company under the Agreement further to a deduction or
withholding pursuant to the preceding paragraph, this shall constitute an event
of termination within the meaning of Article 11.1(D)below.

 

6.5                             
Repayment
of an Advance

 

In the event Polca extends an Advance to a
Participating Company, no repayment date shall be stipulated; however, the
Participating Company must in any case reimburse the Advance at Polca’s first
request within a maximum period of ten Business Days from the date
thereof.

 

Any Cash Surplus transferred by a Participating Company
to its Secondary Account (or to its Operating Account, in the absence of a
Secondary Account) shall be allocated with priority by operation of law and with
no formalities to the repayment in whole or in part of any Advance granted to
the Participating Company which is outstanding on the transfer date.

 

7.                                    
Analytical Account for each Group
Company

 

7.1                             
Keeping of
Analytical Accounts

 

In order to allow a Participating Company to follow up,
each Business Day, on its Advance or Deposit, as the case may be, taking into
account cash flows occurring on the Business Day concerned, the Calculation
Agent shall keep an analytical account (the “Analytical Account”). It
shall calculate and record for each Business Day:

 

(A)          
the Cash Surpluses or Cash Shortfalls; and

 

(B)          
the amount of the Deposit or Advance.

 

Interest shall be recorded on the Analytical Account in
accordance with the rules set out in Article 7.3.

 

Polca reserves the right to perform or have performed
cash-flow regularisation operations with retroactive effect on the Analytical
Accounts concerned during the current financial year.

 

7.2                             
Analytical
Account statements

 

For the purpose of settling interest on a Deposit or
Advance, the Calculation Agent shall provide the Participating Company, on the
Interest Booking Date, with a statement of its Analytical Account.

 

Moreover, the Calculation Agent agrees to provide such
a statement at any time and as soon as possible during the term of the
Agreement, upon receipt of a written request from the Participating Company or
Polca.

 

Only the balance of the Deposit or Advance shall appear
each Business Day in the Participating Company’s Analytical Account.

 

7.3                             
Calculation
and notification of interest

 

Interest shall be calculated daily by the Calculation
Agent on the amount of the Deposit or Advance, as appropriate, appearing in the
Analytical Account on that date. Under no

 

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circumstances shall the interest accrued on a Deposit
or Advance be compounded within a given calendar month.

 

The Calculation Agent shall calculate, on each Interest
Cut-off Date, the interest accrued daily during the calendar month preceding the
Interest Cut-off Date  (i) on the Deposit (on the basis of the Deposit
Interest Rate) or (ii) on the Advance (on the basis of the Advance Interest
Rate), as the case may be.

 

On each Interest Booking Date, all daily interest since
the last day of the preceding calendar month, both credited (paid on a Deposit)
or debited (owed on an Advance), shall be totalled at the conditions set out in
Articles 5.3 and 6.3. If for this period the total daily interest on the Deposit
exceeds the daily interest on the Advance, the balance shall be credited to the
Participating Company’s Analytical Account on the Interest Booking Date; on the
other hand, if for this period the daily interest on the Advance exceeds the
daily interest on the Deposit, the balance shall be recorded on the debit side
of the Participating Company’s Analytical Account on the Interest Booking
Date.

 

If, on a given Interest Booking Date, it appears that
the Participating Company owes Polca interest on the Advance and, conversely,
Polca owes interest on the Deposit, the Calculation Agent shall proceed to set
off these amounts, with only the difference being due on the Interest Booking
Date.

 

8.                                    
Investment
transactions

 

During the term of the Agreement, Polca shall in its
own name (i) make any short-term investments in financial instruments
and/or term deposits depending on the proceeds from the Pooled Assets and the
total Cash Surpluses net of Cash Shortfalls (hereinafter the
“Investments”) and (ii)  credit or debit the Concentration Account
to this end.

 

For the entire duration of the Agreement, Polca
irrevocably undertakes not to grant any pledge, encumbrance or other security
right on any Investment credited to one or more securities accounts or term
deposit accounts, in the case of monetary investments held by Polca with the
Bank or other banking institutions.

 

For the present purposes, the total amount of
Investments and total amount of Advances provided for by Article 8 shall be
considered the Pooled Assets.

 

9.                                    
Representations, warranties and
undertakings of the Parties

 

In the same way that the Parties provide guarantees to
the Bank in accordance with Article 9 of the Sogecash International
Pooling Agreement, on the date on which a Party becomes a party to this
Agreement and for as long as the Party in question remains a party hereto, that
Party represents and warrants to the other Parties that:

 

·                                        
it is duly constituted and
conducts its activities in accordance with the laws, decrees, regulations,
market practice and articles of association (or other constitutional documents)
applicable to it;

 

·                                        
it has full power and authority
to decide to accede to the Agreement and the latter has been validly approved by
its management bodies or any other competent body;

 

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·                                        
the entering into and performance
of the Agreement do not violate any provision of the laws, decrees, regulations,
market practice or articles of association (or other constitutional documents)
applicable to it or contract to which it is a party;

 

·                                        
the signatories of the Agreement
or the Act of Accession on its behalf are authorised to validly bind it under
the Agreement;

 

·                                        
any permits, licences and
authorisations necessary to enter into and perform the Agreement have been
obtained and are valid;

 

·                                        
the Agreement set out herein is
in accordance with its corporate purpose and corporate interest;

 

·                                        
the Agreement set out herein
creates rights and obligations which are fully binding on it;

 

·                                        
it has not defaulted on or
suspended payments and no insolvency proceedings or other winding-up or
liquidation proceedings, or other legal proceedings or negotiations for the
settlement of its liabilities, have been brought against it;

 

·                                        
no legal or arbitral proceedings
or administrative measures have been taken or commenced against it and in
general its economic or financial situation is not liable to result in a clear
and substantial deterioration in its activity, assets or financial situation and
is not such as to affect the validity or proper performance of the
Agreement.

 

9.1                             
The Participating Company
declares that it is in compliance on today’s date and undertakes to respect for
the duration of the Agreement the accounting ratios described in 
Article 6.2(A).

 

9.2                             
Each Party undertakes:

 

·                                         
in accordance with Article 5
of the Sogecash International Pooling Agreement, not to grant any
security or guarantee whatsoever on its Operating Accounts, Secondary Account or
the Concentration Account and to fulfil, if necessary, with the competent
administrative and local authorities, the applicable information formalities, in
particular those required by any rules governing foreign exchange
control;

 

·                                         
not to use under any
circumstances the Advances in violation of the legislation transposing in the
Participating Member State where the registered office(s) of the
Party(-ies) concerned are located the principles governing the prohibition on
financial assistance, referred to in Article 23 of Directive 2006/68/EC of
the European Parliament and of the Council of 6 September 2006 amending
Council Directive 77/91/EEC as regards the incorporation of public limited
liability companies and the maintenance and alteration of their
capital;

 

·                                         
to comply with all obligations
imposed on it by this Agreement; and

 

·                                         
to ensure that all
representations and warranties made by it under this Agreement remain valid and
accurate.

 

12




 





 

10.                             
Early
termination by Polca with respect to all Participating
Companies

 

Without prejudice to the term of the Agreement indicted
in Article 15, this Agreement shall be terminated by operation of law
with respect to all Parties two Business Days after the sending of a notice to
this effect by Polca to the Participating Companies and the accounts of all
Parties shall be definitively closed out on this same date upon the occurrence
of any of the following events:

 

(A)                              
Polca determines, after
consultation with all Participating Companies, that it is no longer possible to
maintain a balance between their respective obligations or it concludes, for any
reason whatsoever, that it is no longer able to fulfil its duties as cash
manager of the Casino Group;

 

(B)                              
the Sogecash International
Pooling Agreement is terminated, or

 

(C)                              
if due to the entry into force of
any law or regulation or any other binding norm or changed interpretation
thereof by an authority entrusted with their application, it proves impossible
for the Parties to continue the present Agreement, in particular the interest
paid on the Deposit of the Participating Companies no longer qualities for tax
neutrality,

 

it being understood however that in the situation
described under point (C) above the Parties shall first consult to try to
reach a satisfactory solution for a period of one month following notification
by Polca of occurrence of the event referred to in point (C).

 

11.                             
Termination for default by one or
more Participating Companies

 

Termination at
Polca’s discretion

 

11.1                      
Polca may deny a Participating
Company the benefit of this Agreement without prior notice if any of the
following events occurs:

 

(A)                              
the Participating Company ceases
its activity or, without prejudice to provisions of public policy to the
contrary, is subject to receivership, voluntary or involuntary liquidation, or
enters into a moratorium on payments, a settlement or agreement with creditors
covering all or a significant portion of its debts or any similar proceedings
applicable in the Participating Member State where its registered office is
located;

 

(B)                              
the Participating Company
violates any of its obligations under this Agreement (in particular failure to
meet a payment obligation on time or if a representation given pursuant to
Article 9 proves to be inaccurate or ceases to be accurate) unless, for
breaches that are capable of being remedied, the breach is cured within eight
days from dispatch of a notice by Polca to this effect;

 

(C)                              
the Secondary Account (or the
Operating Account, in the absence of a Secondary Account) of the Participating
Company forms the object of a preventive attachment, distraint, stop order or
any other measure preventing the full use thereof or any similar measure
applicable in the Participating Member State where its registered office is
located, and the situation is not rectified within eight days from imposition of
the measure in question;

 

13




 





 

(D)                              
a legal, financial or other
change in the structure, status, activities or assets of the Participating
Company occurs which is capable of substantially adversely affecting its ability
to fulfil its obligations under this Agreement.

 

11.2                      
Termination shall be effective
upon receipt by the Participating Company of a written notice to this effect
from Polca, and the accounts of the Participating Company concerned shall be
definitively closed out on this same date.

 

11.3                      
In the event of termination, the
Participating Company shall pay back within two (2) Business Days from the
effective date of its exclusion the amount of the Advance received as well as
the accrued interest, as calculated by the Calculation Agent and indicated by
Polca.

 

Conversely, the Participating Company’s Deposit, as
well as the accrued interest on this amount calculated and notified by the
Calculation Agent, must be returned and settled by Polca within the same
period.

 

Automatic
termination

 

11.4                      
A Participating Company which
ceases to belong to the Casino Group shall be automatically denied the benefit
of the provisions of this Agreement by Polca, with no prior formal notice being
necessary.

 

11.5                      
In this case, the Agreement shall
be terminated with immediate effect and the accounts of the Participating
Company concerned shall be definitively closed out on this same date.

 

12.                             
Liability

 

Each Participating Company acknowledges and agrees that
Polca shall act as its proxy (mandataire) in performance of the
assignments entrusted to Polca under the Agreement (with the exception of the
transactions referred to in Article 8) and shall act in fact for and on
behalf of the Participating Companies. Polca cannot be held liable to third
parties other than for transactions entered into in its own name and on its own
behalf.

 

Consequently, Polca shall bear no liability aside from
that arising, if applicable, from Article 1991 et seq. of the
Belgian Civil Code.

 

13.                             
Bookkeeping

 

13.1                      
Each of the Parties declares that
it does not intend to create any financial solidarity with the other Parties to
this Agreement. Each of the Parties acknowledges that the fact that it is a
party to this Agreement does not affect its independence in terms of management
and the pursuit of its corporate purpose, despite the existence of effective
power to control of the Casino Group mentioned in the Preamble.

 

13.2                      
Notwithstanding the provisions of
this Agreement, in particular Article 7.1 on the keeping of Analytical
Accounts, Polca and the Participating Companies expressly acknowledge that the
Agreement and its annexes shall not cause, result in or authorise in any way
whatsoever any type of accounts unicity between one or more Parties, which shall
continue to keep their accounts individually (by maintaining distinct and
legally separate accounts) in accordance with the applicable rules and
shall make the appropriate accounting entries reflecting their own cash flows,
in accordance with Article 5 of the Sogecash International Pooling
Agreement.

 

14




 





 

13.3                      
In particular, the pooling
transactions that form the object of this Agreement and their booking by the
Calculation Agent shall not release the Participating Company from its
obligation to make accounting entries for its own cash flows.

 

13.4                      
Polca and the Participating
Company shall ensure respectively that, pursuant to Article 5 of the
Sogecash International Pooling Agreement, the capital flows resulting
from the Agreement are properly recorded in the specific account(s) so that
they can be tracked separately at the Participating Company level.

 

13.5                      
Polca undertakes, insofar as
necessary, to take steps to ensure that the execution of the Agreement does not
give rise to (or constitute any risk of) commingling of assets between one or
more Parties.

 

14.                             
Accession of new Casino Group
companies

 

When a Casino Group entity is invited by Polca to
participate in the transactions described herein, that entity can effectively
participate in and become a party to the Agreement, as a Participating Company,
by submitting to Polca an Act of Accession which conforms to the model appended
hereto as Annex 3, validly completed, initialled and signed in duplicate. Polca
shall return one copy duly initialled and signed by it.

 

The entity concerned shall immediately become a Party
to the Agreement, as a “Participating Company’, as from the date on which it is
deemed, under the Act of Accession referred to above, to have acceded to the
Agreement.

 

By acceding to the present Agreement, the Participating
Company authorises Polca to accept the accession to the Agreement of any
subsidiary of the Casino Group which meets the conditions.

 

In accordance with Article 7(B) of the
Sogecash International Pooling Agreement, upon effective accession to the
Agreement, the new Participating Company and Polca can submit a joint request
for accession to the Sogecash International Pooling Agreement, it being
understood however that the Bank has discretion to accept or refuse any such
request.

 

15.                             
Discrepancies

 

In the event of discrepancies between the content of
this Agreement and the Sogecash International Sweeping and Sogecash
International Pooling Agreements referred to in the preamble, the terms of
the latter agreements shall prevail.

 

16.                             
Entry
into force/Term of the Agreement

 

16.1                      
The Agreement enters into force
on [ ].

 

16.2                      
The Agreement is entered into for
a term of three (3) years, as of the date of its entry into force, and
shall be implicitly renewed for successive three-year terms.

 

If a Party does not wish to renew the Agreement, it
shall inform the other Parties of its decision by registered letter, with an
acknowledgment of receipt, at least six months before the expiry
date.

 

15




 





 

On this date, the accounts of the Party concerned shall
be definitively closed out in the manner described in Article 11 so that no
further amounts are due by Polca to the Party concerned and vice
versa.

 

If a decision not to renew the Agreement is taken and
notified by a Participating Company, such non-renewal shall not terminate the
Agreement between Polca and the other Participating Companies.

 

If Polca decides not to renew the Agreement with
respect to all Participating Companies, termination shall take effect upon
expiry of the three-year term in progress.

 

On this date, the Parties shall definitively close out
their accounts in the manner indicated in Article 11 so that no further
amounts are due by one or more Parties to one or more other Parties as from this
date under the Agreement.

 

17.                             
Notices

 

All correspondence relating to the Agreement shall be
sent to a Party by e-mail, fax or post.

 

For Polca: [indicate the address and contact
person] (unless Polca subsequently indicates another address to the
Parties).

 

For the Participating Companies: for the purposes of
this Agreement, in particular Articles 3 and 4, only the person designated in
the act of accession (Annex 3) or this person’s substitute shall have the
capacity and authority to represent the Participating Company and only
correspondence sent to the address indicated in the act of accession shall be
considered valid (unless the Participating Company subsequently indicates
another address to the Parties).

 

18.                             
Miscellaneous

 

18.1                      
Scope of
the Agreement and termination of existing cash pooling
arrangements

 

This Agreement contains the entire agreement between
the Parties on the subject-matter to which it relates and overrides any prior
agreement or undertaking between them, oral or in writing, pertaining to the
same subject-matter.

 

Insofar as necessary, each of the Parties that is a
party to a cash pooling agreement or other agreement related to the object of
this Agreement agrees, on the one hand, to terminate these agreements and, on
the other hand, to inform the other parties of the unilateral termination of
such agreements. In both cases, termination shall be effective on the signing
date of this Agreement.

 

18.2                      
Default
interest

 

Any amount due, as the case may be, by Polca or by a
Participating Company to the Casino Group under the Agreement which is not paid
on its due date shall bear interest at a rate equal to the Reference Rate plus
one hundred  (100) annual basis points.

 

16




 





 

18.3                      
Waiver and
severability

 

In the absence of an express waiver in writing, failure
by a Party to exercise all or some of the rights conferred on it under the
Agreement or the late exercise of such rights shall not constitute a
relinquishment of the unexercised rights.

 

If any provision of this Agreement is declared or found
to be null and void and inapplicable, in whole or in part, for any reason
whatsoever (to the extent this reason is compatible with the terms of the
Agreement), the validity and enforceability of the other provisions of this
Agreement or the remainder of the provision in question shall not be affected or
undermined in any way whatsoever, provided that, having regard to the substance
and purpose of this Agreement, these other provisions or the remainder of the
provision in question are not inextricable from the provision or part thereof
deemed invalid or unenforceable and therefore inseparable from the
latter.

 

In the event of invalidity or unenforceability, the
Parties shall negotiate in good faith with a view to agreeing on a valid and
enforceable replacement provision which, insofar as possible, conforms to the
substance and purpose of this Agreement and which comes as close as possible, in
its legal and economic effects, to the invalid or enforceable provision or part
thereof.

 

18.4                      
Assignment

 

This Agreement, any transaction or any right or
obligation arising herefrom for a Party may not be assigned or transferred, in
whole or in part, without the prior written consent of each of the
Parties.

 

18.5                      
Waiver of
immunity

 

This Agreement is commercial in nature. The Parties
irrevocably waive any immunity from jurisdiction or execution from which they
could benefit with respect to their present or future property.

 

18.6                      
Confidentiality

 

Except to the extent permitted by the Agreement, each
Party undertakes not to disclose to third parties the content of the Agreement
for the duration of its term and for a period of 5 years after its
expiry.

 

18.7                      
Implementation and
amendment

 

The implementation and application of the provisions of
the Agreement may give rise to certain adjustments which, without calling into
question the overall scheme of the Agreement, facilitate its practical
implementation. In this case, these adjustments shall be set out in specific
addenda to the Agreement, which must be signed by each Party and which may not
modify or alter the financial rights and obligations of the Parties under the
Agreement.

 

In general, the Agreement may only be amended by means
of a written addendum signed by each Party.

 

18.8                      
Language

 

The Parties agree that this Agreement is drawn up in
French and English, it being understood that both of these versions constitute
an original. However, in the event of a discrepancy between the French version
and the English version, the French version shall prevail.

 

17




 





 

19.                             
Governing law and
jurisdiction

 

19.1                      
This Agreement is governed by
Belgian law and the provisions of public policy applicable in each Participating
Member State.

 

19.2                      
In the event of a dispute
regarding in particular the validity, interpretation or performance of this
Agreement, the Parties shall consult in order to try to find an amicable
solution to the dispute, failing which their dispute shall be submitted to the
exclusive jurisdiction of the Brussels courts.

 

Done
in Brussels

On
1/07/2014

 

	
      Guillaume Humbert
	
       
	
      Intertrust, represented   by
  Irène

	
      Director
	
       
	
      Florescu

	
       
	
       
	
      Director

	
       
	
       
	
       

	
      /s/ Guillaume Humbert
	
       
	
      /s/ Irène Florescu

	
       
	
       
	
      Intertrust (Belgium)   NV/SA

	
       
	
       
	
      Director of the company

	
       
	
       
	
      Represented by its   permanent

	
       
	
       
	
      representative, Irène
    Florescu




 

18




 





 



 

Annex 1

 



 

SOGECASH INTERNATIONAL
POOLING

 

Service
Agreement

Single
Level — Multi-bank

Polca
Holding — Société Générale

Currency
EUR

 




 





 

The
parties

 

Between
the undersigned

 

1)
Company

 

	
      name
	
      :   POLCA HOLDING

	
      legal form
	
      :   SA

	
      capital
	
      :   568 645 820 EUR

	
      head office
	
      :   Bruxelles - Place du Champ de Mars,
      5

	
      Commercial Register N°
	
      :   0883 312 286




 

	
      Hereinafter   referred to as «THE INTERNATIONAL
      POOL LEADER»
	
      represented   by




 

	
      Name first name
	
      :   MEYNIER NICOLAS & Intertrust
      représenté par Irène Florescu

	
      Capacity
	
      :   Administrateur Délégué
	
      Administrateur

	
      Address
	
       

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose

	 	 	 	 



 

2.1)
Company

 

	
      name
	
      :   GELASE

	
      legal form
	
      :   SA

	
      capital
	
      :   519 711 343, 22 EUR

	
      head office
	
      :   Bruxelles - Place du Champ de Mars,
      5

	
      Commercial Register N°
	
      :   0469 243 834

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   MEYNIER NICOLAS & Intertrust
      représenté par Irène Florescu

	
      Capacity
	
      :   Administrateur Délégué 
	
      Administrateur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose

	 	 	 	 



 

2.2)
Company

 

	
      name
	
      :   GEANT INTERNATIONAL

	
      legal form
	
      :   BV

	
      capital
	
      :   1100 000 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   332 740 33

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.3)
Company

 

	
      name
	
      :   GEANT HOLDING

	
      legal form
	
      :   BV

	
      capital
	
      :   780 000 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   30141434

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2




 





 

2.4)
Company

 

	
      name
	
      :   NARUSHKA HOLDING

	
      legal form
	
      :   BV

	
      capital
	
      :   118 727 407 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   30123512

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.5)
Company

 

	
      name
	:   GEANT FONCIERE

	
      legal form
	:   BV

	
      capital
	:   40 000 EUR

	
      head office
	:   Eindhoven

	
      Commercial Register N°
	:   33273613

	
       
	 

	
       
	
       
	
      represented   by

	
       
	 

	
      Name first name
	:   Hans Loevendie

	
      Capacity
	:   Directeur

	
      Address
	:

	
       
	 

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.6)
Company

 

	
      name
	
      :   BERGSAAR

	
      legal form
	
      :   BV

	
      capital
	
      :   40000

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   332 38740

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

3




 





 

2.7)
Company

 

	
      name
	
      :   COBOOP

	
      legal form
	
      :   BV

	
      capital
	
      :   20 000 EUR

	
      head office
	
      :   15-Hertogenbosch

	
      Commercial Register N°
	
      :   34125872

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.8)
Company

 

	
      name
	
      :   DTC FINANCE

	
      legal form
	
      :   BV

	
      capital
	
      :   18 700 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   17207935

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.9)
Company

 

	
      name
	
      :   TONQUIN

	
      legal form
	
      :   BV

	
      capital
	
      :   18 000 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   54166209

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

4




 





 

2.10)
Company

 

	
      name
	:   QUINAD

	
      legal form
	:   BV

	
      capital
	:   18 000 EUR

	
      head office
	:   Eindhoven

	
      Commercial Register N°
	:   54166438

	
       
	 

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.11)
Company

 

	
      name
	
      :   GEANT BOLIVAR

	
      legal form
	
      :   BV

	
      capital
	
      :   10 000 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   57611424

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

2.12)
Company

 

	
      name
	
      :   GEANT INTERNATIONAL
    PARTICIPATIONS

	
      legal form
	
      :   BV

	
      capital
	
      :   5000 EUR

	
      head office
	
      :   Eindhoven

	
      Commercial Register N°
	
      :   57612218

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :   Hans Loevendie

	
      Capacity
	
      :   Directeur

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      duly   authorised for such
  purpose




 

hereinafter
referred to as «THE PARTICIPATING COMPANIES» as set forth in Appendix 1 of this
Agreement.

 

3)
    NAME OF SOCIETE GENERAL GROUP’S BANK

 

	
      legal form
	
      :

	
      capital
	
      :

	
      registered office
	
      :

	
      Commercial Register N°
	
      :

	
       
	
       

	
       
	
       
	
      represented   by




 

	
      Name first name
	
      :

	
      Capacity
	
      :

	
      Address
	
      :

	
       
	
       

	
       
	
       
	
      dully   authorised for such
  purpose




 

hereinafter
referred to as “THE CONTRACTING BANK”, acling as the bank of the international
pool leader both in its own name and in the name of any other SOCIETE GENERALE
GROUP’S BANK

 

5




 





 

It
has been agreed as follows:

 

PREAMBLE

 

1).         
The INTERNATIONAL POOL LEADER,
and the PARTICIPATING COMPANIES have agreed to conclude, as the case may be, an
Internal Cash Management Agreement.

 

2).              
In order to implement this
internal group cash management Agreement, the PARTICIPATING COMPANIES and the
INTERNATIONAL POOL LEADER have decided to use the international cash management
service of SOCIETE GENERALE Group: SOGECASH INTERNATIONAL
Pooling.

 

This service optimises group international cash
management by ensuring automatic cross-border cash centralisation between each
PARTICIPATING COMPANY and the INTERNATIONAL POOL LEADER according to the
procedures and under the conditions described hereinafter.

 

Where, in a given country, the group has decided to use
the domestic cash management service of SOCIETE GENERALE GROUP, SOGECASH
POOLING, in order to centralise in any PARTICIPATING COMPANY the cash of any
local company participating in the said cash pooling, each of these domestic
arrangements will be carried out subject to a particular service agreement. In
such cases, the CONTRACTING BANK undertakes to ensure the co-ordination between
domestic sweepings and cross-border sweepings calculated and posted in
accordance with such service agreements.

 

3).         
Prior to the implementation of
the present Agreement, the INTERNATIONAL POOL LEADER shall supply the
CONTRACTING BANK with legal opinions as to the legality of the transactions to
be carried out under the national laws governing the companies party to this
Service Agreement, in particular as regards the provisions of Article 9.
These legal opinions shall be signed by the Legal Director of each company
involved or by the Legal Director of the group, or if that is not possible, by
an external legal counsel.

 

ARTICLE 1: Nature of the accounts
included in the cash pooling

 

All the accounts included in the cash pooling are
referred to in Appendix 1 of the present Service Agreement. They are all
denominated in the same currency and maintained in the books of any banks of the
international network of SOCIETE GENERALE GROUP (among which the CONTRACTING
BANK) as mentioned in appendix 1.1 and 1.2 and hereinafter referred to as
SOCIETE GENERALE GROUP’S BANK, and/or in the books of the branches of any third
bank mentioned in appendix 1.3, hereinafter referred to as OTHER
BANK.

 

Any new account shall require prior written agreement
of the CONTRACTING BANK and the INTERNATIONAL POOL LEADER hereafter authorised
for this purpose by the PARTICIPATING COMPANIES. This addition will take place
as soon as the appropriate technical means have been put in place.

 

Any withdrawal of account shall be notified to the
CONTRACTING BANK by the INTERNATIONAL POOL LEADER by registered letter. The
withdrawal shall be effective within 3 business days after receipt of the said
registered mail. On such third business day, a final sweep to or from such
account shall be effected.

 

1.1 Accounts held in
a
SOCIETE GENERALE GROUP’S BANK

 

A) Each PARTICIPATING COMPANY shall:

 

· 
maintain in the books of each relevant SOCIETE GENERALE GROUP’S BANK one or
several account(s) called «domestic cash account(s)».

 

· 
request each relevant SOCIETE GENERALE GROUP’S BANK, where the indirect sweep
option in Appendix 1 has been selected and subject to applicable domestic legal
provisions, to open a « sweep account » in order to record sweeps as provided
for in article 2.

 

· 
agree with each relevant SOCIETE GENERALE GROUP’S BANK, subject to domestic
legal provisions, to enter in a single current account, the transactions which
both parties may carry out together, whatever the settlement date of such
transactions may be.

 

6




 





 

In each country where these operations are posted in
separate accounts in the different local entities of the SOCIETE GENERALE
GROUP’S BANK, these accounts shall be considered as part of a single current
account, provided that the concept of single current account is recognised by
the domestic law. All operations which are or which will be recorded in the
single current account shall be transformed into simple debit or credit items
which make up the current provisional balance, it being understood that forward
transactions shall not form part of the available provisional balance until
their settlement. The closing of the account will produce a balance which will
become final and payable only after the settlement of current transactions. Each
PARTICIPATING COMPANY acknowledges that the single current account shall not
include any account which cannot be so incorporated either because of the nature
of the account or because the regulations governing such accounts do not allow
such inclusion, nor any account which the SOCIETE GENERALE GROUP’S BANK and each
PARTICIPATING COMPANY may agree to exclude from the single current
account.

 

Where a party withdraws from this Service Agreement,
any single account undertaking which may arise from such Service Agreement shall
remain in force until the closing of the provisional balance of the statement of
the single current account referred to above.

 

·
 waive, as a party to this Agreement, any current account or similar
overdraft facility which may have been previously granted to it by each SOCIETE
GENERALE GROUP’S BANK insofar as such facilities are customarily granted in the
country of the PARTICIPATING COMPANY. This type of facility will henceforth be
provided by the INTERNATIONAL POOL LEADER instead of the SOCIETE GENERALE
GROUP’S BANK for each PARTICIPATING COMPANY up to the ceiling for current cash
requirements agreed between the CONTRACTING BANK and the INTERNATIONAL POOL
LEADER for the purposes of this service.

 

·
 acknowledge that any debit
position which may arise in its current account does not constitute an overdraft
facility granted for an indefinite period by the SOCIETE GENERALE GROUP’S BANK,
but is the result of the bookkeeping system put into operation under this
Service Agreement.

 

B) The INTERNATIONAL POOL LEADER shall:

 

·
  maintain, as the case may
be, as PARTICIPATING COMPANY, accounts as described in paragraph A)
above.

·
 open an account called
«international cash concentration account» which will operate under the
conditions set forth in article 2 hereunder and on which sweeps of the
PARTICIPATING COMPANIES and the cash transactions which it carries out on behalf
of the Group will be posted.

·
 agree with the relevant SOCIETE GENERALE GROUP’S BANK that all the
accounts, opened on its name and as a INTERNATIONAL POOL LEADER are part of a
single current account as described on A, provided that such a notion of single
current account is applied locally. This single current account is different
from any single current account opened on its name and as a PARTICIPATING
COMPANY

 

C) It is understood that the accounts of separate legal
entities shall not be linked into a single current account
arrangement.

 

1.2 Accounts held in OTHER
BANKS

 

Each PARTICIPATING COMPANY as per Appendix 1 shall
maintain, as the case may be, one or several account(s) said “domestic cash
account(s)” held in the books of any OTHER BANKS.

 

ARTICLE 2: Automatic sweep
transfers

 

A) Principle of
sweeps

 

The CONTRACTING BANK shall carry out sweep transfers
between each PARTICIPATING COMPANY and the INTERNATIONAL POOL LEADER at the
frequency mentioned in Appendix 1.

 

In accordance with the localization of the
«international cash concentration account» and each of the swept accounts, the
sweep transfers will be cross-border or domestic. In this latter case, it will
be either domestic sweeps within a same SOCIETE GENERALE GROUP’S BANK and/or
domestic sweeps between two different SOCIETE GENERALE GROUP’S BANK.

 

7




 





 

In accordance with the sweep options selected in
Appendix 1, the sweep transfers are calculated separately on the basis of
movements posted on the different accounts opened by each PARTICIPATING COMPANY
held in the same country with the different branches of each relevant SOCIETE
GENERALE GROUP’S BANK on one hand, and on the accounts held in the books of each
OTHER BANK, on the other hand.

 

Each PARTICIPATING COMPANY authorizes the CONTRACTING
BANK to sweep each account included in the present Service Agreement, whether
the accounts are held in the books of the CONTRACTING BANK or held in the books
of any SOCIETE GENERALE GROUP’S BANK, or in any OTHER BANK included in the
service.

 

Each PARTICIPATING COMPANY declares having supplied to
each SOCIETE GENERALE GROUP’S BANK and to each OTHER BANK involved the necessary
instructions in order to:

 

· provide to the CONTRACTING BANK before D+1 at
01.00 CET electronic account statements of transactions of each accounting D
day;

· process as soon as received the sweep
transfers orders initiated in the frame of this agreement.

 

B)  Sweeping of accounts held in the
books of SOCIETE GENERALE GROUP’S
BANK

 

B.1 The sweep transfers can be directly and/or
indirectly processed

 

B.1.1 In case of direct sweeping:

 

Every business day, the CONTRACTING BANK shall, on the
basis of the entries registered on the previous business day, calculate the
aggregated amount of entries booked in each of the accounts of the
PARTICIPATING COMPANY as mentioned in paragraph A hereabove, and bearing the
same value date. The sweep transfers shall be posted directly in each of the
accounts of each PARTICIPATING COMPANY, as detailed in Appendix 1.

 

B.1.2 In case of indirect sweeping:

 

Every business day, the CONTRACTING BANK shall, on the
basis of the entries registered on the previous business day, calculate the
aggregated amount of entries booked in all the different accounts of each
PARTICIPATING COMPANY mentioned in paragraph A hereabove, held in a same bank in
a same country, and bearing the same value date.

 

The sweep transfers shall be executed through mirror
accounts, so called “the sweep accounts”, as detailed in Appendix 1.

 

B.2 Value dates

 

B.2.1 In case of daily sweeping:

 

B.2.1.1 Cross-border sweep transfers and Domestic sweep
transfers between two different SOCIETE GENERALE GROUP’S
BANK

 

Each cross-border sweep transfer, whether
direct or indirect, is attributed with the value date of the entries of which it
is composed, unless the value date is earlier than D-1 business day. In which
case the Bank shall substitute in place of such value date the value date
D-1.

 

In the countries where value dates are not used, they
shall be replaced by the booking date for calculation needs.

 

B.2.1.2 Domestic sweep transfers within a same SOCIETE
GENERALE GROUP’S BANK

 

Each sweep transfer, whether direct or indirect, shall
be applied with the value date of the entries of which it is
composed.

 

B.2.2 In case of periodic sweeping:

 

In case of sweeping periodicity other than daily, all
the aggregates calculated since the last sweeping and with a value date prior or
equal to the reference date selected in Appendix 1.1, are added up and swept
with a single value date equal to the selected date.

 

C)  Sweeping of accounts held in OTHER
BANKS

 

C.1 The
sweep transfers are processed in a direct mode.

 

8




 





 

C.2 Calculation of the sweep transfers

 

At the end of each sweeping day, and on the basis of
the electronic account statement received from the OTHER BANK, the CONTRACTING
BANK calculates the available balance composed of the entries with a value date
prior or equal to D4-1.The unavailable balance is swept upon
maturity.

 

C.3 Value date

 

The available balance calculated on each account is
swept on D+1 business day with a D+1 business value date.

 

ARTICLE 3: Incidents or events which
may affect sweeps

 

A) 
Where an account is the object of
an attachment order, stop order («opposition sur compte ») or any similar
proceedings and/or insolvency proceedings of one of the companies, the sweep
shall not be carried out.

 

B) 
In the case of technical
failures, the CONTRACTING BANK shall make its best efforts to carry out the
sweeps. Where this is impossible, sweeps will be carried forward to the next
business day according to the conditions provided.

 

C) 
Where the overdraft facility
granted to the INTERNATIONAL POOL LEADER as agreed by the parties when this
Service Agreement was signed, or as subsequently modified by mutual agreement,
is exceeded, the sweeps shall not be carried out.

 

D) 
If the INTERNATIONAL POOL LEADER
is the object of insolvency proceedings, the commitments taken by the
CONTRACTING BANK with THE PARTICIPATING COMPANIES shall be terminated at the
date of the decision or court order initiating the insolvency
proceedings.

 

In all cases, the CONTRACTING BANK shall immediately
inform the INTERNATIONAL POOL LEADER of the non-performance of the
sweep(s) by sending an Email to the address referred to in Appendix
1.

 

ARTICLE 4: Mutual undertakings of
the BANK and the INTERNATIONAL POOL LEADER

 

To ensure receipt by the INTERNATIONAL POOL LEADER of
excess cash of each of the PARTICIPATING COMPANIES, the CONTRACTING BANK shall
be deemed debtor towards the INTERNATIONAL POOL LEADER for any successive credit
balances, appearing at any time in the current accounts opened in its books in
the name of each of the PARTICIPATING COMPANIES.

 

The INTERNATIONAL POOL LEADER shall conversely be
deemed debtor towards the CONTRACTING BANK for any successive debit balances,
appearing at any time in the current accounts opened in the books of the
CONTRACTING BANK in the name of each PARTICIPATING COMPANY.

 

As a result of these mutual undertakings:

 

·
  the CONTRACTING BANK and
the INTERNATIONAL POOL LEADER may, at any time, be creditor or debtor, one
towards the other;

 

·
 as regards the PARTICIPATING COMPANIES, the CONTRACTING BANK may, at any
time, be creditor for the sums owed to the INTERNATIONAL POOL LEADER, or debtor
for the sums which shall be due to it by the INTERNATIONAL POOL
LEADER.

 

These lending/borrowing positions between the
CONTRACTING BANK and the INTERNATIONAL POOL LEADER on the one hand, and between
the CONTRACTING BANK and the PARTICIPATING COMPANIES on the other hand, shall be
included in their respective current accounts as soon as they arise and not from
the moment they are booked.

 

Where the INTERNATIONAL POOL LEADER is the object of
insolvency proceedings, the undertakings by the CONTRACTING BANK towards the
PARTICIPATING COMPANIES shall be terminated from the date of the insolvency
judgment.

 

9




 





 

ARTICLE 5: Obligations of the
COMPANIES

 

To ensure compliance with company law, tax law and
insolvency law, the INTERNATIONAL POOL LEADER and the PARTICIPATING COMPANIES
hereby declare that they have taken the following measures:

 

· 
the INTERNATIONAL POOL LEADER and each PARTICIPATING COMPANY shall enter in
their books all intra-group treasury operations carried out;

 

· 
in accordance with the provisions
of the Internal Group Cash Management Agreement referred to in the preamble of
this Service Agreement, the INTERNATIONAL POOL LEADER shall pay or charge each
PARTICIPATING COMPANY on its net cash balances;

 

·
 the interest rates applicable to these cash transactions shall be
comparable to the market rates.

 

Moreover, the INTERNATIONAL POOL LEADER, and the
PARTICIPATING COMPANIES shall not create or permit to subsist any charge,
pledge, lien or other security interest or any other arrangement or agreement
having a similar effect over any of its accounts included in the present
agreement.

 

ARTICLE 6: ADDITIONAL
SERVICES

 

Under the options set forth in Appendix 2, the
CONTRACTING BANK shall provide with the following statements and
services:

 

·            
Electronic account
statements

·            
Periodic statements of cumulative
sweeps

·            
Intra-group interest calculation,
posting and reporting

·            
Preparatory statement for the
Central Bank reporting

·            
Daily intra-group loan
position

 

The description and conditions of each additional
service are mentioned in Appendix 2.

 

The elements provided by the CONTRACTING BANK in the
additional services are for information purposes only and do not replace any
external or internal accounting policies or procedures that must or should be
followed by the COMPANIES. Any demand for changes by the COMPANIES shall be made
by the means of registered letter with recorded delivery. The changes will enter
into effect when the appropriate technical means have been put in place, if
possible, by the CONTRACTING BANK.

 

ARTICLE 7: Withdrawal or accession of
companies

 

A)                    
Withdrawal of a PARTICIPATING
COMPANY

 

Where, for whatever reason, a PARTICIPATING COMPANY
ceases to be a party to the internal group cash management Agreement referred to
in the preamble, or ceases to be a party to the present service agreement, such
COMPANY and/or the INTERNATIONAL POOL LEADER undertake(s) to promptly
notify by registered letter with recorded delivery the CONTRACTING BANK which
will exclude the accounts concerned from the present Service Agreement. The
INTERNATIONAL POOL LEADER and the PARTICIPATING COMPANY shall be responsible for
settling any indebtedness between them on the day of the withdrawal, the
CONTRACTING BANK shall have no liability whatsoever as regards such
indebtedness. The exclusion will take effect 3 business days after receipt of
the registered letter by the CONTRACTING BANK.

 

On such third business day, each domestic cash account
of the relevant PARTICIPATING COMPANY will be swept by a final sweep in the
frame of the last sweeping day, whether the relevant account is held in the
books of a SOCIETE GENERALE GROUP’S BANK, or in the books of an OTHER
BANK.

 

THE INTERNATIONAL POOL LEADER is committed to bear the
last sweep effected in its account.

 

The CONTRACTING BANK shall be held harmless and not
liable for any consequences which may result from the late communication of
information to its relevant department.

 

The withdrawal of a PARTICIPATING COMPANY shall not
de facto entail the termination of this Service Agreement.

 

 

10




 





 

B)                    
Accession of a PARTICIPATING
COMPANY

 

Where a new company accedes to the internal group cash
management Agreement referred to in the preamble, such company and the
INTERNATIONAL POOL LEADER, which is hereby duly authorised for this purpose by
the companies party to this Service Agreement, may jointly request its accession
to this service by sending a registered letter addressed to the CONTRACTING
BANK.

 

Subject to a favourable reply by the CONTRACTING BANK,
the accession will take effect from the date when the appropriate technical
means have been put in place.

 

C) Change of the INTERNATIONAL POOL LEADER

 

Where the INTERNATIONAL POOL LEADER must change due to
the modification of the group organization, such present agreement will be
amended referred to herein in the article 14.

 

ARTICLE 8: PRICE OF THE
SERVICE

 

The price of the service is detailed in Appendix 3 of
this present agreement.

 

The price shall include:

 

· an all-in implementation fee for the creation
of the service,

· a fixed commission for each addition or
withdrawal of accounts;

· a monthly operating fee, on a flat basis or
proportional to the number of swept accounts;

· where necessary:

·            
a subscription for electronic
account statement(s) including sweeps,

·            
a monthly commission for each of
the statements or services requested:

· periodic statements of cumulative
sweeps

· Infra-group interest calculation, posting and
reporting

· Preparatory statement for Central Bank
reporting

· Daily intra-group loan

 

The total invoice shall be charged to the
account(s) held in the books of SOCIETE GENERALE GROUP’S BANK indicated in
Appendix. The monthly operating commission can be invoiced to each PARTICIPATING
COMPANY.

 

The CONTRACTING BANK reserves the right to revise its
prices. New prices will come into effect three months after notice to the
INTERNATIONAL POOL LEADER. Where the INTERNATIONAL POOL LEADER fails to object
within two months after notification, the INTERNATIONAL POOL LEADER shall be
deemed to have approved the price revision.

 

ARTICLE 9:
Declarations

 

Each of the companies party to this Agreement declares
as regards the domestic law applicable to it:

 

a)            
that it is part of a group of
companies organised in such a manner that it may carry out treasury operations
with other companies;

b)            
that it has been duly
incorporated and has full power and authority to enter into, observe and perform
its obligations under this Service Agreement and the internal group cash
management Agreement;

c)             
that the execution and
performance of this present Agreement and the internal group cash management
Agreement have been duly authorised by its company organs and that it has
obtained all necessary and duly registered authorizations from all relevant
authorities and more generally that the terms of the internal group cash
management Agreement are not contrary to public policy;

d)            
that the execution and
performance of this Service Agreement and the internal group cash management
Agreement do not contravene its company memorandum and articles of association,
nor any undertaking by which it may be bound, and do not violate any applicable
laws and regulations, in particular any banking and fiscal rules and
regulations;

e)             
that this Service Agreement and
the internal group cash management Agreement are and shall remain valid
undertakings enforceable in accordance with their terms.

 

11




 





 

Each PARTICIPATING COMPANY and the INTERNATIONAL POOL
LEADER undertake to promptly notify the CONTRACTING BANK of all event which may
affect the exactness of or change these declarations on this present
article.

 

ARTICLE 10: Liability of the
CONTRACTING BANK

 

The CONTRACTING BANK shall set up and put in place the
appropriate technical means to perform the services provided for in this
Agreement and is authorised to use sub-contractors for this purpose, the
CONTRACTING BANK being held liable for the due performance of the services
undertaken by such sub-contractors.

 

It shall not be held liable for non-performance of its
obligations resulting from:

 

·                 
the absence of daily supply,
unworkable or incomplete supply of the necessary information by any OTHER BANK,
for calculating the sweeps of the accounts held in their books;

·                 
the non performance by any OTHER
BANK of sweeps forwarded by the CONTRACTING BANK,

·                 
any event of force
majeure.

 

ARTICLE 11:
Confidentiality

 

The CONTRACTING BANK undertakes to keep confidential
any information which is entrusted to it by the companies party to this Service
Agreement and also any transaction carried out on their behalf. However, the
companies party hereto authorise the CONTRACTING BANK:

 

· 
to disclose to companies of its
group or to sub-contractors or to external companies any useful information for
the performance of the services provided for in this Service Agreement and
necessary for good management. In such case, these companies, sub-contractors
and external companies, will be bound by contract to the CONTRACTING BANK to
keep confidential the said information, in the same manner as the CONTRACTING
BANK itself is submitted to the same obligation.

 

· 
to name them, as users of the
Sogecash International Pooling service, in the BANK’s commercial
documentation

 

ARTICLE 12: Attachment order, stop
order (« opposition sur compte »), or similar proceedings

 

Where the accounts are held in the books of a SOCIETE
GENERALE GROUP’S BANK, whereas:

 

·                 
one of the PARTICIPATING
COMPANIES is subject to attachment order, stop order or similar proceedings, the
relevant SOCIETE GENERALE GROUP’S BANK shall inform the creditor initiating the
proceedings or its agent of the existence of this Service Agreement and give the
name and the registered address of the INTERNATIONAL POOL LEADER.

 

·                 
the INTERNATIONAL POOL LEADER is
subject to attachment order, stop order or similar proceedings, the relevant
SOCIETE GENERALE GROUP’S BANK shall inform the creditor initiating such
proceedings or its agent of the attachable balance which is shown in the books
in application of this Service Agreement.

 

In both cases, the relevant SOCIETE GENERALE GROUP’S
BANK is authorised to disclose to the creditor initiating the proceedings or to
its agent the present Service Agreement.

 

ARTICLE 13: Duration of the
Agreement

 

A) This Agreement has been made for an indefinite
period. The CONTRACTING BANK or the INTERNATIONAL POOL LEADER may, without
giving grounds, terminate this Agreement at any moment by sending a registered
letter with recorded delivery either to the registered address of the
INTERNATIONAL POOL LEADER or to the branch of the CONTRACTING BANK which holds
the account of the INTERNATIONAL POOL LEADER. The termination shall come into
effect thirty days from the date of the first presentation of the registered
letter.

 

12




 





 

B)                    
In addition, the CONTRACTING BANK
may, as it deems fit, exclude from this Service Agreement any signatory
COMPANY:

 

·                 
a declaration made by such
signatory COMPANY under this Service Agreement is proved to be false;

·                 
in the case of payment default by
such COMPANY party to this Service Agreement;

·                 
in the case of attachment, stop
order (« opposition sur sample ») or similar proceedings against
account(s) held by the SOCIETE GENERALE GROUP’S BANK opened in the name of
such company party hereto and for which the release or the deposit of the amount
has not been obtained within 30 (thirty) calendar days from
notification;

·                 
in the case of merger, sale,
partial business transfer, termination of business or suspension of payment by
such company except in cases of merger, sale or partial business sale which may
take place between the companies party to this Service Agreement;

·                 
in the event any step is taken
with a view to its liquidation, winding-up, or dissolution;

·                 
in the case where such COMPANY
party hereto fails to supply the CONTRACTING BANK with certified copies of the
annual balance sheet, income statement and any notes required by the law and
accompanied by the auditors’ reports. Such documents to be supplied as soon as
established and not later than six months of closing the accounts of each
financial year; except extension or court order;

·                 
where such PARTICIPATING COMPANY
exceeds the borrowing limit with the INTERNATIONAL POOL LEADER which was
communicated to the CONTRACTING BANK as agreed by the parties when this Service
Agreement was signed or subsequently modified by the INTERNATIONAL POOL LEADER
in Agreement with the CONTRACTING BANK;

·                 
in the case of breach by such
COMPANY party hereto of any clause of this Service Agreement,

·                 
in the case of reprehensible
conduct or an irretrievable situation of such company party hereto

 

The exclusion of a PARTICIPATING COMPANY shall not
entail de facto the termination of this Agreement. Where the exclusion
concerns the INTERNATIONAL POOL LEADER, the Agreement shall be automatically
terminated.

 

Notification of exclusion or termination shall be made
to the relevant company(ies) and to the INTERNATIONAL POOL LEADER by registered
letter with recorded delivery.

 

C) 
In all the cases provided for in
paragraph B) of this Article, termination or exclusion shall come into effect
three business days after receipt of the registered letter. The INTERNATIONAL
POOL LEADER is committed to support financially the final sweep related to the
last sweeping day, whether the accounts are held in the books of a SOCIETE
GENERALE GROUP’S BANK or in any OTHER BANK. The INTERNATIONAL POOL LEADER and
the PARTICIPATING COMPANY shall be responsible for settling any indebtedness
between such leader and such company on the day of withdrawal. The CONTRACTING
BANK shall have no liability whatsoever in this respect.

 

D) 
Finally, the accounts held in the
books of a SOCIETE GENERALE GROUP’S BANK or any OTHER BANK will cease to be
swept by the CONTRACTING BANK if:

 

·             
SOCIETE GENERALE GROUP’S BANK is
not part of SG GROUP any more, except if such bank agrees to continue the
present service. In such case the sweeps will be carried out to the same
conditions provided for any OTHER BANK,

 

·             
relevant SOCIETE GENERALE GROUP’S
BANK or OTHER BANK should have no more convenience to hold this sweeping
service.

 

The notification of the exclusion or termination shall
be effective to the PARTICIPATING COMPANY(IES) or the INTERNATIONAL POOL LEADER
by registered letter with recorded delivery. The INTERNATIONAL POOL LEADER in
such case is committed to support financially the final sweep related to the
last sweeping day, whether the accounts are held in the books of a SOCIETE
GENERALE GROUP’S BANK or in any OTHER BANK.

 

After this period, all the accounts of the
PARTICIPATING COMPANY(IES) and the INTERNATIONAL POOL LEADER shall be
zero-balanced.

 

13




 





 

ARTICLE 14: Amendment of the
organisation and of the terms and conditions of the service

 

The PARTICIPATING COMPANIES party hereto give a mandate
to the INTERNATIONAL POOL LEADER to sign on their behalf any amendment with the
CONTRACTING BANK in order to adapt the service as described herein to further
changes in the organisation of the cash concentration structure (change of
INTERNATIONAL POOL LEADER, participating companies, additional statements and/or
services, the modes of transmission of the statements and electronic account
statements, sweeping modes).

 

In case of change of the INTERNATIONAL POOL LEADER,
following a modification of the internal group cash management Agreement, the
existing INTERNATIONAL POOL LEADER (called the outgoing INTERNATIONAL POOL
LEADER) will inform the CONTRACTING BANK and they will decide together of the
effective date of change of the INTERNATIONAL POOL LEADER. This modification
will be notified as an amendment to the present Agreement which will be signed
by the outgoing INTERNATIONAL POOL LEADER, the new INTERNATIONAL POOL LEADER and
the CONTRACTING BANK subject to the agreement of this latter.

 

The INTERNATIONAL POOL LEADER will inform each
PARTICIPATING COMPANY in writing prior to any amendment involving the said
Service Agreement and will provide the CONTRACTING BANK with a copy of the
notification sent to the company together with the relevant request.

 

ARTICLE 15: Applicable law and
jurisdiction

 

This Agreement shall be governed by French law. The
courts of Paris shall have sole jurisdiction in any dispute, claim or difficulty
which may arise between the parties relating to the construction and performance
of this Service Agreement.

 

	
       
	
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      *
	
       




 

14




 





 

	
      MADE at
	
       
	
      Bruxells
	
       
	
      ,on 15/11/13 in 2
copies




 

	
      PARTIES (company names)
	
      SIGNATURES and
SEALS




 

The
COMPANIES:

 

	
      1
	
       
	
      POLCA HOLDING

	
       
	
       
	
       

	
      2
	
       
	
      GELASE

	
       
	
       
	
       

	
      3
	
       
	
      GEANT INTERNATIONAL

	
       
	
       
	
       

	
      4
	
       
	
      GEANT HOLDING

	
       
	
       
	
       

	
      5
	
       
	
      MARUSHKA HOLDING

	
       
	
       
	
       

	
      6
	
       
	
      GEANT FONCIERE

	
       
	
       
	
       

	
      7
	
       
	
      BERGSAAR

	
       
	
       
	
       

	
      8
	
       
	
      COBOOP

	
       
	
       
	
       

	
      9
	
       
	
      TONQUIN

	
       
	
       
	
       

	
      10
	
       
	
      QUINAH

	
       
	
       
	
       

	
      11
	
       
	
      GEANT BOLIVAR

	
       
	
       
	
       

	
      12
	
       
	
      GEANT INTERNATIONAL
  PARTICIPATION




 

The
BANK:

Branch
of:

Address:

 

15




 





 

	
      MADEat
	
       
	
      Bruxelles
	
       
	
      ,on In copies.




 

	
      PARTIES (company names)
	
      SIGNATURES and
SEALS




 

The
COMPANIES:

 

	
      13
	
       
	
      DTC Finance BV

	
       
	
       
	
       

	
      2
	
       
	
       

	
       
	
       
	
       

	
      3
	
       
	
       

	
       
	
       
	
       

	
      4
	
       
	
       

	
       
	
       
	
       

	
      5
	
       
	
       

	
       
	
       
	
       

	
      6
	
       
	
       

	
       
	
       
	
       

	
      7
	
       
	
       

	
       
	
       
	
       

	
      8
	
       
	
       

	
       
	
       
	
       

	
      9
	
       
	
       

	
       
	
       
	
       

	
      10
	
       
	
       

	
       
	
       
	
       

	
      11
	
       
	
       

	
       
	
       
	
       

	
      12
	
       
	
       




 

The
BANK:

Branch
of:

Address:

 

16




 





 

SERVICE AGREEMENT

 

INTERNATIONAL GROUP CASH
CONCENTRATION

 

Glossary

 

·                 
INTERNATIONAL POOL
LEADER

 

A group company in charge of the management of the
corporate group’s net cash balances pursuant to this service.

 

·                 
INTERNATIONAL CASH CONCENTRATION
ACCOUNT

 

Account specially opened in the name of the
INTERNATIONAL POOL LEADER to centralise cash balances from each of the
PARTICIPATING COMPANIES by means of cross-border sweeps.

 

·                 
PARTICIPATING COMPANY

 

A group company whose individual cash balance is
directly concentrated on the INTERNATIONAL POOL LEADER by means of cross-border
sweeps.

 

·                 
DOMESTIC
CASH ACCOUNT

 

Any account in which the PARTICIPATING COMPANY holds
the domestic cash balance to be transferred to the International Pool Leader by
means of sweeps carried out by the CONTRACTING BANK.

 

·                 
SWEEP
ACCOUNT

 

Or mirror account, used whenever the indirect sweeping
method is selected, and opened in the name of the PARTICIPATING COMPANY, to book
the domestic cash balance to be transferred to the International Pool Leader by
means of sweeps carried out by the CONTRACTING BANK.

 

·                 
SOCIETE
GENERALE GROUP’S BANK

 

Bank, subsidiary of SOCIETE GENERALE GROUP, holding in
its books one or several accounts of one or several PARTICIPATING COMPANY(IES)
party hereto to this service agreement

 

·                 
CONTRACTING
BANK

 

SOCIETE GENERALE GROUP’S BANK, holding in its books the
cash concentration account of the INTERNATIONAL POOL LEADER and signatory to the
service agreement SOGECASH INTERNATIONAL POOLING

 

·                 
OTHER
BANK

 

Any bank which does not belong to SOCIETE GENERALE
GROUP and holds one or several accounts of one or several PARTICIPATING
COMPANIES party hereto to this agreement

 

·                 
DOMESTIC
SWEEP within a same SOCIETE GENERALE GROUP’S BANK

 

Sweep transfer carried out between two accounts held in
the same country in the books of a same SOCIETE GENERALE GROUP’S BANK

 

·                 
DOMESTIC
SWEEP between two different SOCIETE GENERALE GROUP’S BANK

 

Sweep transfer carried out between two accounts held in
the same country in the books of two different SOCIETE GENERALE GROUP’S
BANK

 

·                 
CROSS-BORDER SWEEP

 

Sweep transfer carried out between two accounts held in
different countries

 

	
       
	
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17




 





 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION
 Appendix 1

 

Sweeping terms and
conditions

 

A)
Depending on the frequency selected in this appendix 1 (appendix 1.1 et seq.)
the automatic sweep transfers are booked per value date

 

·                 
to the domestic cash accounts in
the case of “direct sweeps”, or to the “sweep account” in the case of “indirect
sweeps” on the one hand,

 

·                 
and, to the “international cash
concentration account” on the other hand.

 

Sweeps
shall be automatic and their unit amount shall be determined on the basis of the
aggregates calculated as stipulated under article 2. They shall be denominated
in the currencies of the domestic cash accounts.

 

The
sweep frequency options are as follows:

·        daily: sweeps are made on each business
day,

·        weekly: the sweeps are made on the day of the
week as selected,

·        twice monthly, with sweeps on the 15th and on
the last business day of the month,

·        monthly, with a sweep on the last day of the
month.

 

Under
frequency options other than daily and whenever the selected sweeping date is
not a business day, the sweeps shall be performed on the previous business day.
The frequency selected shall apply either to all the PARTICIPATING COMPANIES
attached to the INTERNATIONAL POOL LEADER or to each PARTICIPATING COMPANY
separately.

 

Each
sweep, whether direct or indirect and according to the option selected in this
Appendix, shall be equivalent

 

·        either to the gross amount of each computed
aggregate, on a credit or debit basis

·        or to the net amount of the aggregates of the
same PARTICIPATING COMPANY including both credit and debit entries.

 

Unless
otherwise agreed, in particular in case of non daily sweeping and under
Article 2 and under paragraphs B) and C) hereinafter, all aggregates
relating to a same day shall be swept irrespective of their value date and shall
be subject to compliance with the overdraft facility granted to the
INTERNATIONAL POOL LEADER as stipulated in Article 3. Any sweep exceeding
the facility shall not be carried out and shall be withheld until a position is
built up which allows sweeps to be effected in compliance with such limit. The
sweeps will then be carried out in accordance with the conditions described in
paragraph C) hereunder.

 

Whenever
only the available aggregates are to be swept, as provided for in this Appendix,
and notably in case of non daily sweeping, any value date prior or equal to the
reference selected date (D, D+1 business or calendar date; D being the calendar
date of the accounting day to be swept by the CONTRACTING BANK) shall be
considered as per the conditions detailed hereunder. The sweeping of aggregates
with a value date later than the selected reference date will be deferred until
such aggregates become available under the conditions set forth in such
option.

 

The
transfers swept to accounts held with any SOCIETE GENERALE GROUP’S BANK shall be
exonerated from debit transaction commission in so far as such a commission is
locally applied.

 

18




 





 

For
the accounts held in OTHER BANKS:

 

·                 
Only the sweeps in net aggregates
available in value are carried out by the CONTRACTING BANK in order to sweep
only the part of the balance(s) that is available.

 

·                 
Any sweep of any available debit
balance will be carried out for a maximum amount up to a debit limit set for
each company as specified in appendix 1 (maximum debit position to be funded)
and as for each account held in any OTHER BANK.

 

B)                    
As for the PARTICIPATING
COMPANIES, and according to agreement, no amount exceeding the minimum credit
balance to be maintained on each of the accounts shall be swept. As the case may
be, aggregates may be totally or partially swept as soon as the minimum credit
balance amount is reached. All sweeps shall otherwise be effected under the
conditions set in this appendix.

 

C)                    
In order to sweep only
significant amounts, and subject to the adoption of sweep thresholds, only the
sweeps of an amount equal to or higher than the threshold selected will be
carried out in the conditions described above.

 

Any
sweep below the threshold shall be deferred. The deferred sweeps shall be
incorporated in the sweeps computed during the following business days, provided
that the cumulative sweep amounts comply with the set threshold and that the
value date of the deferred sweeps be prior than or equal to the date of the
sweep in which they have been incorporated and of which they take the value
date. Where sweeps with different value dates are carried out in the same
accounting day, the deferred sweeps with the closest value date of the deferred
sweeps will be incorporated.

 

In
the case of direct sweeps, each domestic cash account is subject to a threshold
and, in the case of indirect sweeping, each sweep account is similarly subject
to a threshold.

 

D)                    
Each sweep will be given a
standard additional narrative by the CONTRACTING BANK including the references
of the counterpart account. Where the customised additional narrative option
referred to in Appendix 1 has been selected, the INTERNATIONAL POOL LEADER’s or
each PARTICIPATING COMPANY’s own narrative will be substituted for the
CONTRACTING BANK’s standard narrative.

 

E)                     
If, for technical reasons, the
balances of certain accounts have not been available for computation of the
sweep amounts, regularization shall take place as soon as possible under good
value.

 

F)                      
In the case of indirect sweeps,
and under the option set out in this appendix, the companies may request the
CONTRACTING BANK to automatically zero-balance the sweep account(s) on a
monthly basis.

 

This
zero-balancing is processed either on the last business day of the current
month, taking into account the balance of the previous day, or on the first
business day of the following month, taking into account the balance of the last
business day of the month. In both cases, the value date applied to the
zero-balancing transfer is the date of the last business day of the current
month.

 

	
       
	
      *                                        
      *
	
       

	
       
	
      *
	
       




 

19




 





	
      
	
       SERVICE AGREEMENT
      APPENDIX 1.1 - 1 / 1 Terms  and conditions of sweeps and details of
      participating companies INTERNATIONAL  POOL LEADER: SOCIETE GENERALE
      GROUP’S BANK Localisation: BIC Code:  INTERNATIONAL POOL LEADER NAME:
      POCCA HOLDINGS SIREN N°: (if the company is  established in France)
      Country of establishment of the International Pool  Leader: Belgique
      Country Code: BE INTERNATIONAL CASH CONCENTRATION ACCOUNT:  Acct. N°: 34
      positions BIC Code: Currency Code: EUR SWEEP FREQUENCY: THE SAME
      FREQUENCY FOR ALL PARTICIPANTS: YES : NO: If NO, please refer to Appendix
      1.2. If Yes, please choose the frequency applicable to all entities Daily:
      or  Weekly : Selected day : or twice monthly : or monthly : (First 2
      letters of  the day SWEEP MODE APPLICABLE TO ALL PARTICIPANTS : YES : NO:
      If NO : please  state the sweep mode specific to each PARTICIPATING
      COMPANY. direct :  indirect : (1) If indirect mode : automated
      end-of-the-month zero-balancing  for all sweeping accounts: NO : YES : If
      yes, balance of the last business  day or balance of the day before the
      last business day GROSS AGGREGATES: NET  AGGREGATES (1) AVAILABLE
      AGGREGATES: YES: NO: (1) If YES, please select  reference date: D : or D+1
      business day : or D+1 calendar day : PERSONALIZED  SWEEP NARRATIVE : YES:
      NO: (2) (received or issued by the international pool  leader) If Yes,
      Heading selected : (maximum 28 digits or numerals) BILLING  ACCOUNT
      Acct.N° : 34 positions BIC Code : Currency Code : EUR NAME OF THE  CONTACT
      AT THE INTERNATIONAL POOL LEADER’S FOR THE CONTACTING BANK Name :  E.mail
      : Phone N°: LG : KD For contracting bank use only 1) Mandatory 2)
      Optional 17/39




 





	
      
	
      SERVICE  AGREEMENT APPENDIX
      1.2 - 1 / 1 (An appendix 1.2 shall be completed for each  participating
      company) PARTICIPATING COMPANY (ACCOUNTS HELD IN THE BOOKS OF  SOCIETE
      GENERALE GROUP’S BANK) SOCIETE GENERALE GROUP’S BANK: Localisation:  BIC
      Code: NAME OF THE PARTICIPATING COMPANY: GELASE SIREN N°: (if the company
      is established in France) Country of establishment of the Participating
      company: Belgique Country Code: BE FREQUENCY OF SWEEPS SPECIFICALLY
      APPLICABLE TO THIS COMPANY (if applicable) : Daily : or Weekly : preferred
       day : or twice monthly : or monthly : (First 2 letters of the day)
      PERSONALIZED  SWEEP NARRATIVE: Yes No If Yes, Heading selected: (maximum
      28 digits or  numerals) SWEEP MODE BY THE INTERNATIONAL POOL LEADER direct
      : indirect : IF  INDIRECT MODE : automated end-of-the-month zero-balancing
      for all sweeping  accounts: NO : YES : If yes, please choose the reference
      balance: the last  business day or the day before the last business day
      SWEEP ACCOUNT (only if  indirect sweeping is selected) Acct. N°: 34
      positions BIC Code : Currency  Code : Sweep Threshold : No Yes Amount : K
      currency of acct (2) DOMESTIC CASH  ACCOUNT TO BE SWEPT Please tick the
      box provided if the account recording  intra-group interest is concerned —
      Cf, art 4 Acct. N°: 34 positions BIC Code  Currency Code EUR Intragroup
      interest charge accont (3) Sweep Threshold : NO  Yes Amount : K currency
      of acct (2) Minimum balance (4) : NO Yes Amount : K  currency of acct (2)
      LL : KD For bank use only 1) Compulsory. 2)Optional 3)  choose only one
      charge account per Participating company 4) for direct  sweeping only
      18/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 1 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localisation: BIC Code: NAME OF THE PARTICIPATING COMPANY:
      GEANT  INTERNATIONAL SIREN N°: (if the company is established in France)
      Country of  establishment of the Participating company: ILLEGIBLE Country
      Code: NL FREQUENCY  OF SWEEPS SPECIFICALLY APPLICABLE TO THIS COMPANY (if
      applicable) : Daily :  or Weekly : preferred day : or twice monthly : or
      monthly : (First 2 letters  of the day) NET AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED : Amount (k  currency) Currency PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading  selected: (maximum 28 digits or
      numerals) SWEEPING MODE BY THE POOL LEADER  direct : DOMESTIC CASH
      ACCOUNTS TO BE SWEPT Please tick the box provided if  the account
      recording intra-group interest is concerned — cf. art 6 Acct. N°:  34
      positions BIC Code : Currency Code :EUR Sweep Threshold : NO Yes Amount :
      K currency of acct (2) Minimum balance (4) : NO Yes Amount : K currency of
       acct (2) Acct. N°: 34 positions BIC Code Currency Code Sweep Threshold :
      NO  Yes Amount : K currency of acct (2) Minimum balance (4) : NO Yes
      Amount : K  currency of acct (2) 2) Optional 4) for direct sweeping only
      20/39




 




	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 2 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localisation: BIC Code: NAME OF THE PARTICIPATING COMPANY:
      GEANT  HOLDING SIREN N°: (if the company is established in France) Country
      of  establishment of the Participating company: ILLEGIBLE Country Code: NL
      FREQUENCY  OF SWEEPS SPECIFICALLY APPLICABLE TO THIS COMPANY (if
      applicable) : Daily :  or Weekly : preferred day : or twice monthly : or
      monthly : (First 2 letters  of the day) NET AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED : Amount (k  currency) Currency PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading  selected: maximum 28 digits or
      numerals) SWEEPING MODE BY THE POOL LEADER  direct : DOMESTIC CASH
      ACCOUNTS TO BE SWEPT Please tick the box provided if  the account
      recording intra-group interest is concerned — cf. art 6 Acct. N°:  34
      positions BIC Code : Currency Code :EUR Sweep Threshold : NO Yes Amount :
      K currency of acct (2) Minimum balance (4) : NO Yes Amount : K currency of
       acct (2) Acct. N°: 34 positions BIC Code Currency Code Sweep Threshold :
      NO Yes  Amount : K currency of acct (2) Minimum balance (4) : NO Yes
      Amount : K  currency of acct (2) 2) Optional 4) for direct sweeping only
      20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 3 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localisation: BIC Code: NAME OF THE PARTICIPATING COMPANY:
      MARUSHKA HOLDING  SIREN N°: (if the company is established in France)
      Country of establishment  of the Participating company ILLEGIBLE Country
      Code: NL FREQUENCY OF SWEEPS  SPECIFICALLY APPLICABLE TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED : Amount (k currency)  Currency PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected:  (maximum 28 digits or
      numerals) SWEEPING MODE BY THE POOL LEADER direct :  DOMESTIC CASH
      ACCOUNTS TO BE SWEPT Please tick the box provided if the  account
      recording intra-group interest is concerned — cf. art 6 Acct. N°: 34
      positions BIC Code : Currency Code : Sweep Threshold : NO Yes Amount : K
      currency of acct (2) Minimum balance (4) : NO Yes Amount : K currency of
      acct  (2) Acct. N°: 34 positions BIC Code Currency Code Sweep Threshold :
      NO Yes Amount  : K currency of acct (2) Minimum balance (4) : NO Yes
      Amount : K currency of  acct (2) 2) Optional 4) for direct sweeping only
      20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.4 - 4 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code: NAME OF THE PARTICIPATING COMPANY:
      GEANT  FONCIERE SIREN N°: (if the company is established in France)
      Country of  establishment of the participating company: Pays-Bas Country
      Code: NL FREQUENCY  OF SWEEPS APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily :  or Weekly : preferred day : or twice monthly : or
      monthly : (First 2 letters  of the day) NET AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED: Amount (k  currency) Currency PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading  selected: (maximum 28 digits or
      numerals) SWEEP MODE BY THE INTERNATIONAL  POOL LEADER direct : DOMESTIC
      CASH ACCOUNTS TO BE SWEPT Please tick the box  provided if the account
      recording intra-group interest is concerned - cf. art  6 Acct. N°: 34
      positions BIC Code : Currency Code : Sweep Threshold : NO Yes Amount  : K
      currency of acct (2) Minimum balance (4) : NO Yes Amount : K currency of
      acct (2) Acct. N°: 34 positions BIC Code Currency Code Sweep Threshold :
      NO Yes  Amount : K currency of acct (2) Minimum balance (4) : NO Yes
      Amount : K  currency of acct (2) 2)Optional 4) for direct sweeping only
      20/39




 




	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 5 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code: NAME OF THE PARTICIPATING COMPANY:
      BERGSAAR  SIREN N°: (if the company is established in France) Country of
      establishment  of the Participating company: Pays-Bas Country Code: NL
      FREQUENCY OF SWEEPS  APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED: Amount (k currency) Currency  PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected: (maximum 28  digits or
      numerals) SWEEP MODE BY THE POOL LEADER direct : DOMESTIC CASH  ACCOUNTS
      TO BE SWEPT Please tick the box provided if the account recording
      intra-group interest is concerned - cf. art 6 Acct. N°: 34 positions BIC
      Code  Currency Code : Sweep Threshold : NO Yes Amount : K currency of acct
      (2) Minimum  balance (4) : NO Yes Amount : K currency of acct (2) Acct.
      N°: 34 positions  BIC Code Currency Code : Sweep Threshold : NO Yes Amount
      : K currency of acct  (2) Minimum balance (4) : NO Yes Amount : K currency
      of acct (2) 2)Optional  4) for direct sweeping only
  20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 6 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code : NAME OF THE PARTICIPATING COMPANY
      COBOOP SIREN  N°: (if the company is establiched in France) Country of
      establishment of the  Participating company: Pays - Bas Country Code: NL
      FREQUENCY OF SWEEPS  APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED : Amount (k currency)  Currency PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected:  (maximum 28 digits or
      numerals) SWEEP MODE BY THE POOL LEADER direct : DOMESTIC  CASH ACCOUNT TO
      BE SWEPT Please tick the box provided if the account  recording
      intra-group interest is concerned — Cf. art 6 Acct. N°: 34  positions BIC
      Code Currency Code Sweep Threshold : NO Yes Amount : K currency  of acct
      (2) Minimum balance : NO Yes Amount : K currency of acct (2) Acct.  N°:
      BIC Code Currency Code Sweep Threshold : NO Yes Amount : K currency of
      acct (2) Minimum balance (4) : NO Yes Amount : K currency of acct (2) 2)
      Optional 4) for direct sweeping only
20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 7 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code : NAME OF THE PARTICIPATING COMPANY
      TONQUIN  SIREN N°: (if the company is establiched in France) Country of
      establishment  of the Participating company: Pays - Bas Country Code: NL
      FREQUENCY OF SWEEPS  APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED : Amount (k currency)  Currency PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected:  (maximum 28 digits or
      numerals) SWEEP MODE BY THE POOL LEADER direct : DOMESTIC  CASH ACCOUNT TO
      BE SWEPT Please tick the box provided if the account  recording
      intra-group interest is concerned — Cf. art 6 Acct. N°: 34  positions BIC
      Code Currency Code Sweep Threshold : NO Yes Amount : K currency  of acct
      (2) Minimum balance : NO Yes Amount : K currency of acct (2) Acct.  N°:
      BIC Code Currency Code Sweep Threshold : NO Yes Amount : K currency of
      acct (2) Minimum balance (4) : NO Yes Amount : K currency of acct (2) 2)
      Optional 4) for direct sweeping only
20/39




 




	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 8 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code: NAME OF THE PARTICIPATING COMPANY
      QUINAM SIREN  N°: (if the company is established in France) Country of
      establishment of the  Participating company: Pays-Bas Country Code: N/L
      FREQUENCY OF SWEEPS  APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED: Amount (K currency) Currency  PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected: (maximum 28  digits or
      numerals) SWEEPING MODE BY THE POOL LEADER direct : DOMESTIC CASH
      ACCOUNTS TO BE SWEPT Please tick the box provided if the account recording
       intra-group interest is concerned — Cf. art 6 Acct. N°: 34 positions BIC
      Code  Currency Code Sweep Threshold : NO Yes Amount : K currency of acct
      (2) Minimum  balance (4) : NO Yes Amount : K currency of acct (2) Acc No:
      34 positions BIC  Code Currency Code Sweep Threshold : No Yes Amount : K
      currency of acct (2) Minimum  balance (4) : No Yes Amount : K currency of
      acct (2) 2)Optional 4) for direct  sweeping only
  20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 9 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code: NAME OF THE PARTICIPATING COMPANY
      GEANT BOLIUAR  SIREN N°: (if the company is established in France) Country
      of establishment  of the Participating company: Pays-Bas Country Code: N/L
      FREQUENCY OF SWEEPS  APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED: Amount (K currency) Currency  PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected: (maximum 28  digits or
      numerals) SWEEPING MODE BY THE POOL LEADER direct : DOMESTIC CASH
      ACCOUNTS TO BE SWEPT Please tick the box provided if the account recording
       intra-group interest is concerned — Cf. art 6 Acct. N°: 34 positions BIC
      Code  Currency Code Sweep Threshold : NO Yes Amount : K currency of acct
      (2) Minimum  balance (4) : NO Yes Amount : K currency of acct (2) Acc No:
      34 positions BIC  Code Currency Code Sweep Threshold : No Yes Amount : K
      currency of acct (2) Minimum  balance (4) : No Yes Amount : K currency of
      acct (2) 2)Optional 4) for direct  sweeping only
  20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 10 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code: NAME OF THE PARTICIPATING COMPANY
      GEANT  INTERNATIONAL PARTICIPATIONS SIREN N°: (if the company is
      established in  France) Country of establishment of the Participating
      company: Pays-Bas  Country Code: N/L FREQUENCY OF SWEEPS APPLICABLE
      SPECIFICALLY TO THIS COMPANY  (if applicable) : Daily : or Weekly :
      preferred day : or twice monthly : or  monthly : (First 2 letters of the
      day) NET AGGREGATES: MAXIMUM DEBIT POSITION  TO BE FUNDED: Amount (K
      currency) Currency PERSONALIZED SWEEP NARRATIVE: Yes No  If Yes, Heading
      selected: (maximum 28 digits or numerals) SWEEPING MODE BY  THE POOL
      LEADER direct : DOMESTIC CASH ACCOUNTS TO BE SWEPT Please tick the  box
      provided if the account recording intra-group interest is concerned — Cf.
      art 6 Acct. N°: 34 positions BIC Code Currency Code Sweep Threshold : NO
      Yes Amount  : K currency of acct (2) Minimum balance (4) : NO Yes Amount :
      K currency of  acct (2) Acc No: 34 positions BIC Code Currency Code Sweep
      Threshold : No Yes  Amount : K currency of acct (2) Minimum balance (4) :
      No Yes Amount : K  currency of acct (2) 2)Optional 4) for direct sweeping
      only 20/39




 





	
      
	
      SERVICE  AGREEMENT
      INTERNATIONAL GROUP CASH CONCENTRATION APPENDIX 1.3 - 11 / 11
      PARTICIPATING COMPANY (accounts held in the books of an other bank) (An
      appendix 1.3 shall be completed for each participating company) NAME OF
      OTHER  BANK: Localization: BIC Code: NAME OF THE PARTICIPATING COMPANY DTC
      FINANCE  SIREN N°: (if the company is established in France) Country of
      establishment  of the Participating company: Pays-Bas Country Code: N/L
      FREQUENCY OF SWEEPS  APPLICABLE SPECIFICALLY TO THIS COMPANY (if
      applicable) : Daily : or Weekly :  preferred day : or twice monthly : or
      monthly : (First 2 letters of the day) NET  AGGREGATES: MAXIMUM DEBIT
      POSITION TO BE FUNDED: Amount (K currency) Currency  PERSONALIZED SWEEP
      NARRATIVE: Yes No If Yes, Heading selected: (maximum 28  digits or
      numerals) SWEEPING MODE BY THE POOL LEADER direct : DOMESTIC CASH
      ACCOUNTS TO BE SWEPT Please tick the box provided if the account recording
       intra-group interest is concerned — Cf. art 6 Acc. N°: 34 positions BIC
      Code  Currency Code EUR Sweep Threshold : NO Yes Amount : K currency of
      acct (2) Minimum  balance (4) : NO Yes Amount : K currency of acct (2)
      Acc. No: 34 positions  BIC Code Currency Code Sweep Threshold : No Yes
      Amount : K currency of acct  (2) Minimum balance (4) : No Yes Amount : K
      currency of acct (2) 2)Optional  4) for direct sweeping only
      20/39




 

 



 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION

 

Appendix 2

 

ADDITIONAL SERVICES

 

(please
join only the appendixes regarding the services subscribed)

 

List of additional
services

 

Please
tick the box provided regarding the special services

 

	
      Electronic account
      statements
	
       
	
      Appendix
  2.1

	
      Daily transmission of   account
      statement including the sweeps
	
       
	
      Yes x  No o

	
       
	
       
	
       

	
      Periodic statement of
      cumulative sweeps
	
       
	
      Appendix
  2.2

	
      Transmission of cumulative   sweeps
      statement
	
       
	
      Yes o  No x

	
       
	
       
	
       

	
      Intra-group
      interest
	
       
	
      Appendix
  2.3

	
      Calculation and sending of   intra-group
      interest
	
       
	
      Yes o No x

	
       
	
       
	
       

	
      Calculation sending and   posting of
      intra-group interest
	
       
	
      Yes o No x

	
       
	
       
	
       

	
      Preparatory statement for
      Central Bank reporting
	
       
	
      Appendix
  2.4

	
      Monthly statement
	
       
	
      Yes o No x

	
       
	
       
	
       

	
      Intra-group
      loans
	
       
	
      Appendix
  2.5

	
      Daily statement
	
       
	
      Yes o No x




 

33




 





 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION

 

Appendix 2 (1/3)

 

ADDITIONAL SERVICES

 

DESCRIPTION AND CONDITIONS FOR THE
SUPPLY OF THE STATEMENTS

 

1 Details and conditions of supply
of electronic account statements.

 

The electronic account statements shall be made
available to the INTERNATIONAL POOL LEADER in accordance with the choice given
in this Appendix 2.1:

 

·    through the electronic
account services of the CONTRACTING BANK, or

·            
through the relevant department
of the SOCIETE GENERALE GROUP’S BANK or OTHER BANK designated hereunder and to
which the electronic account statements will be sent by the «SOGECASH InfoSwift»
service of the CONTRACTING BANK

·            
through SOGECASH WEB.

 

The conditions of the CONTRACTING BANK and the SOCIETE
GENERALE GROUP’S BANK electronic account services are described in the Technical
Conditions of the said services and are subject to separate
agreements.

 

2 Details and condition of supply of
the Periodic Statements of cumulative sweeps, Intra-group Interest
Statements, Preparatory Statement for Central Bank Reporting, Daily loans 
Statements.

 

The statements hereabove mentioned will be available to
companies following the choice mentioned respectively on appendix 2.2, 2.3, 2.4,
2.5.

 

If the option referred to in article 6 in the form of
HTML or TXT files is selected for these statements, the CONTRACTING BANK shall
send through SOGECASH WEB or by e-mail to the electronic address given
herein.

 

If files under TXT format are required, the CONTRACTING
BANK provides the company with a macro by e-mail in order to create automated
EXCEL files. A guide for use will be send together with the macro.

 

34




 





 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION

 

Appendix 2 (continuation
2/3)



ADDITIONAL SERVICES

(fill
out only where necessary)

 

3 E-mail addresses of concerned
companies for Additional services

 

	
      Pool
      Leader:
	
       
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Participating
      companies:
	
       
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address 
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address 
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address 
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address 
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address 
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       




 

35




 





 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION

 

Appendix 2 (continuation
3/3)

 

ADDITIONAL SERVICES

(fill
out only where necessary)

 

E-mail addresses of concerned
participating companies for Additional services

 

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       

	
       
	
       
	
       

	
      Name of Company
	
      :
	
       

	
       
	
       
	
       

	
      E-mail address
	
      :
	
       




 

36




 





 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION
 Appendix 2.1

 

ELECTRONIC ACCOUNT
STATEMENTS

 

1. Contents of the Account
statements

 

·                 
As an option the CONTRACTING BANK
will provide daily to the INTERNATIONAL POOL LEADER the electronic account
statement(s) with the posted sweeps carried out

 

The
accounts concerned may be:

 

·    the cash concentration
account of the INTERNATIONAL POOL LEADER;

·    the domestic cash accounts
of each PARTICIPATING COMPANY;

·    and as the case may be, the
sweep account of each PARTICIPATING COMPANY.

 

For
each business day, the electronic account statements dated on the previous
business of the International cash concentration account and each domestic cash
account shall include the posted sweeps carried out on D+1 in accordance with
the terms and conditions set forth in Article 2 on the basis of the
transactions registered on D in the commercial accounts of each PARTICIPATING
COMPANY.

 

Direct
sweeps:

 

In
accordance with the indications on each electronic account statement, each
domestic cash account shall be swept both as regards posting position and value
date, except in the case of « available aggregates », where only the available
value date position will be swept.

 

Indirect
sweeps:

 

In
accordance with the indications on each electronic account statement, the sweep
account of each PARTICIPATING COMPANY will sweep in posting position and value
date, all the positions of the domestic cash accounts of that company, except in
the case of « available aggregate », where only the available value date
position will be swept.

 

In
all cases the POOL LEADER account will show the group cash position resulting
from the sweeps carried out.

 

Purpose of the
information.

 

The
electronic account statements shall be made available to the companies concerned
for information purposes only. Only account statements on paper sent at the same
time by each relevant SOCIETE GENERALE GROUP’S BANK shall be considered as a
means of proof between the parties.

 

37




 





 

SERVICE AGREEMENT
 INTERNATIONAL
GROUP CASH CONCENTRATION

 

Appendix 2.1
(continuation)

 

ELECTRONIC ACCOUNT
STATEMENTS

 

2. Supply of the Account
statements

 

	
      Channels
	
       
	
       
	
       
	
       
	
       
	
      Sogecash

      International
	
       
	
       
	
       
	
      Sogecash

      International
	
       
	
      Sogecash
	
       

	
      Accounts
	
       
	
      Sogestel
	
       
	
      Sogestel TS
	
       
	
      Reporting
	
       
	
      Sogecash Web
	
       
	
      infoSwift
	
       
	
      SWIFTNet
	
       

	
      International
      Cash  Concentration
      Account
	
       
	
      Subscriber N°
	
       
	
      Subscriber N°
	
       
	
      Subscriber N° AAY6401
	
       
	
      Subscriber N°
	
       
	
      Bank: 
   Branch:
   BIC
code:
	
       
	
      BIC code:
	
       

	
      Domestic
      Cash
      Accounts
	
       
	
      Subscriber N°
	
       
	
      Subscriber N°
	
       
	
      Subscriber N° AAY6401
	
       
	
      Subscriber N°
	
       
	
      Bank: 
   Branch:
   BIC
code:
	
       
	
      BIC code:
	
       

	
      Sweep
      Accounts
	
       
	
      Subscriber N°
	
       
	
      Subscriber N°
	
       
	
      Subscriber N° AAY6401
	
       
	
      Subscriber N°
	
       
	
      Bank: 
   Branch:
   BIC
code:
	
       
	
      BIC code:
	
       




 






(1) concerns
only the accounts held in France

 

38




 





 



 

Annex 3

 

To the Cash Pooling Agreement

 

Act
of accession

 

Polca, 5 Place du Champ de Mars, Brussels,
Belgium,

 

To
the attention of the Managing-director,

 

Re:
Accession to the Polca Cash Pooling Agreement
(the “Agreement”) of [X] (the “participating Company”)

 

20.                             
All terms used herein shall have
the same meaning as defined in the Agreement.

 

21.                             
[X] confirms having received and
read all the provisions of the Agreement as well as any other information,
document considered useful and necessary for the Agreement and its
implementation.

 

22.                             
[X] states to be controlled
directly or indirectly by Casino Guichard Perrachon within the meaning of the
definition of the term “Casino Group” found in Article 1 of the
Agreement.

 

23.                             
[X] confirms having provided
Polca with its latest financial accounts, including financial information on its
equity and its financial debts, in accordance with Article 6.2 of the
Agreement, on the basis of which the Maximum Amount of Advances is set to [Y]
million (in figures) euros.

 

24.                             
[X] hereby agrees to be a
Participating Company within the meaning of the Agreement, endorses each of the
representations provided for in Article 9 of the Agreement, agrees to be
bound without reservation by the terms and conditions of the Agreement, to
benefit from all the rights it creates and engages to perform all the
obligations imposed upon it.

 

25.                             
For the purpose of participating
to the cash pooling transactions provided for in the Agreement, [X] states [that
the account No. (      ) opened with the Bank should be
considered as its Secondary Account for the purposes of the Agreement / not
having any Secondary Account(1)].

 

26.                             
We confirm having the authority
and capacity to sign the Act of accession to the Agreement.

 

27.                             
Please note that all
correspondences relating to the Agreement will be sent by postal letter, fax,
e-mail, telephone at:

 

·              
[Name]

 






(1)  Delete whichever
is inapplicable

 




 





 

·              
[details]

 

For the purposes of articles 3 and 4 of the Agreement,
only the person bellow or substituted will have exclusively the capacity and the
authority to represent us:

 

·              
[Name]

 

·              
[Adress]

 

28.                             
As we have negotiated and agreed,
we have noted that the date of entry into force of the Agreement toward us is
fixed to

 

For
the good shape, please return to us one of the two originals of these preceded
by the words “read and approved” and your handwritten signature.

 

Kind
regards,

 

	
       
	Done at
                            ,
        on

	
       
	 

	
       
	[X]

	
       
	 

	
       
	
      by
	
       




 

2