**Exhibit4.(b)(4)**

** **

 

**Polca Cash Pooling**

 

**Agreement**

 

 

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**THIS AGREEMENT** (the “**Agreement**”) is enteredinto

 

**BETWEEN**

 

(1)        **Polca**, a Belgian limited company with its registered officeat 5 Place du Champ de Mars, Brussels, Belgium, registered with the Brusselsregister of legal entities under number 0833.312.286, represented by GuillaumeHumbert, 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 hereinaftercollectively referred to as the “Parties” and individually as a “Party”).

 

**WHEREAS:**

 

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

 

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

 

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

 

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

 

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

 

(F)                               Moreover, Polca is entrusted withacting as the (i) central holder of cash flows effected by allParticipating Companies and is (ii) responsible for the execution of ordersrelating to Investments, as defined below.

 

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**NOW, THEREFORE, IT IS AGREED ASFOLLOWS****:**

 

1.                                    **Definitions**

 

The following defined terms shall have themeanings set out below:

 

“**Advance**” shall have the meaning setout in Article 6.1.

 

“**Advance Interest Rate**” shall refer to theReference Rate plus 50 annual basis points.

 

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

 

“**Analytical Account(s)**” shall have themeaning set out in Article 7.1.

 

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

 

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

 

“**Cash Shortfall**” shall refer, for a givenBusiness Day, to an amount equal to any net debit balance of all OperatingAccounts of the Participating Company denominated in Currency within the limitof the amounts debited that same Business Day by the Company concerned from itsSecondary Account.

 

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

 

“**Casino Group**” shall refer to CasinoGuichard-Perrachon, a limited company with headquarters at 1 Esplanade deFrance, 48000 Saint-Etienne, France, and any legal person controlled directly orindirectly 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 CasinoGuichard-Perrachon, and (d) any other company that to the knowledge of itsmanagement body is controlled by the companies referred to under (a),(b) and (c).

 

“**Concentration Account**” shall have themeaning set out in Article 2.3.

 

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

 

“**Deposit**” shall have the meaning setout in Article 5.1.

 

“**Deposit Interest Rate**” shall refer tothe Reference Rate plus 25 basis points annually.

 

“** EONIA **” shall refer to the ratecalculated daily by the European Central Bank and published by the EBF (EuropeanBanking Federation) on Reuters’ “ EONIA “ web page or any otherpage or service capable of replacing Reuters for the purposes of publishingthis rate.

 

“**Euro **” shall refer to the money ofParticipating Countries within the meaning of Council Regulation (EC) No1103/97.

 

“**Fed Funds Rate**” shall refer to the daily ratecalculated by the Federal Reserve Bank and published on Bloomberg FEDL01 or anyother 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 athree-hundred-sixty (360) day year. This rate is rounded to two decimalplaces.

 

“**Interest Cut-off Date**” shall refer, at thelatest, to the second (2nd) Business Day following the last Business Day of acalendar month, on which the Calculation Agent must determine, for purposes ofthe Agreement, the interest on the Deposit or Advance, as the case may be, as itappears from the Analytical Account of the Participating Company concerned, withretroactive effect on the value date of the last Business Day of this samecalendar month.

 

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

 

“**Investments**” shall have the meaningset out in Article 8.

 

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

 

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

 

“**Participating Member State**” shall refer to aMember State participating in the agreements of the European Economic andMonetary Union on the changeover to the Euro, in which at least oneParticipating Company has its registered office.

 

“**Pooled Assets**” shall have the meaningset out in Article 8.

 

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

 

“**Secondary Account(s)**” shall have themeaning set out in Article 2.2.

 

“**T4M**” shall refer to the Monthly Average MoneyMarket Rate. It corresponds to the arithmetic mean of EONIA (“ **EuroOvernight Index Average **”), calculated over the precise number of daysof the month and on the basis of a three-hundred-sixty (360) day year. This rateis rounded to two decimal places.

 

“**US** **Dollar**” shall refer to the moneywhich serves as legal tender on the territory of the United States ofAmerica.

 

2.                                    **Openingcash flow and/or maintenance of supporting cash accounts**

 

2.1                             **OperatingAccounts**

 

(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, toensure that:

 

·                                        except as provided inArticle 2.1(B) below with respect to settlements between ParticipatingCompanies, all collection relating to its operating income and/or investmentincome as well as all outgoing payments (disbursements) relating to currentoperating expenditures are paid to or from (a) cash account(s) held with(a)

 

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credit institution(s) in the Participating MemberState where its registered office is located (hereinafter the “**OperatingAccounts**”);

 

·                                        no such incoming or outgoingpayment is made to or from an account other than the OperatingAccounts.

 

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

 

Payment shall be made by means of a delegation bydebiting the Analytical Account of the debtor Participating Company (the“ delegator “) with Polca (the “delegatee”) and crediting theAnalytical Account of the creditor Participating Company (the “obligor”). It isunderstood that delegation entails novation and that the obligor hereby acceptsin advance that such a delegation discharges the debtor(the “ delegator “) from its payment obligation but only to theextent of the amount actually debited from the Analytical Account of the debtorand credited to the Analytical Account of the creditor on the basis of theinstructions given by the debtor by means of a request for settlement asreferred to below. If the amount of the Deposit held in the Analytical Accountof the debtor Participating Company is insufficient to make the correspondingentry to the Analytical Account of the creditor Participating Company, the entryshall be effected by means of an Advance at the conditions set outherein.

 

Prior to each payment by means of delegation, Polcashall receive from the debtor concerned a request for settlement stipulatingpayment of the debt to the creditor through delegation, it being understood thatin case of disagreement between the debtor and the creditor on the amount of thedebt, the latter shall settle the dispute between them; Polca’s liability beinglimited to the sole execution of the request for settlement it will havereceived.

 

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

 

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

 

2.2                             **SecondaryAccounts**

 

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

 

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

 

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

 

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

 

2.2.2                    Each Participating Company shallfulfil the necessary formalities with the Bank or  the credit institutionsconcerned to allow Polca to consult at any time the balance of  itsSecondary Account(s) or, if it has no such accounts, of its OperatingAccount(s).

 

2.3                             **Concentration Account**

 

For the purposes of this Agreement and in accordancewith Article 1.1 (B) of the *Sogecash International PoolingAgreement*, 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 *SogecashInternational Pooling Agreement*), to (or from) which, in accordance with theprovisions in particular of Article 4 of the *Sogecash InternationalPooling Agreement*, each Business Day, as the case may be:

 

(A)                              Cash Surpluses as well as revenuefrom Investments (income and capital) shall be credited, asappropriate, by:

 

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

 

ii.                            the Participating Companiesthemselves by debiting their Operating Accounts,

 

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

 

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

 

ii.                            Polca, for the benefit of theOperating Accounts, along with the funds necessary for Investments made byit.

 

2.4                             **Manualand/or automatic zero balancing of accounts**

 

It is hereby stated that in accordance with therequirements of the *Sogecash International Pooling Agreement*, inparticular Article 2 thereof, each Business Day, after execution by theBank (i) of all cash flows initiated by the Participating Company from itsOperating Accounts or by the Bank from the Secondary Accounts of ParticipatingCompanies or from  the Investments referred to in Article 8, thebalance of each Secondary Account and of the Concentration Account shall beequal to zero for each concerned Business Day Despite the objective ofmaintaining a zero balance on the Concentration Account, Polca acknowledges thatfor any Business Day, a positive or negative residual balance may remain on theConcentration Account as well as on the Secondary Accounts.

 

3.                                    **Confirmation of cashflows**

 

3.1                             Each Participating Company,represented by the authorised person referred to in the act of accessionconforming to the model appended as Annex 3 to the Agreement, shall providePolca or any person designated by the latter each Business Day, no laterthan

 

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

 

For the purposes of this paragraph, the communicationcan be provided by telephone or in writing (fax, e-mail, or any other (written)means), provided, if communication occurs by phone, a written confirmation istransmitted 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 CashSurplus or Cash Shortfall, as the case may be, on the one hand, and the actualCash Surplus or Cash Shortfall, as appropriate, on the other hand, Polca mayoblige the Participating Company to bear the costs it incurs as a result. TheParticipating Company concerned may request that Polca produce the necessarysupporting documents.

 

4.                                    **Projected cashflows**

 

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

 

5.                                    **Deposits**

 

5.1                             **Amount of aDeposit**

 

Each Cash Surplus transferred, as the case may be,directly from an Operating Account or a Secondary Account to the ConcentrationAccount, shall give rise to a claim on the part of the relevant ParticipatingCompany 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 Advanceon 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 itsCash Shortfall as indicated in Article 5.2 or (ii) as provided for byArticle 2.1 (B) to settle by means of delegation a debt to a creditorParticipating Company of the Group.

 

The Deposit is booked as a claim recorded in theAnalytical 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 asprovided by Article 2.1(B), a new Cash Surplus, or debit or creditinterest.

 

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

 

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

 

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the absence of a Secondary Account. The accruedinterest on this amount shall be settled on the next Interest BookingDate.

 

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

 

5.2                             **Restitutionof a Deposit**

 

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

 

5.3                             **Return on aDeposit**

 

Without prejudice to the provisions ofArticle 7.1, on each Interest Booking Date, as a return on the Deposit, theCalculation Agent, on behalf of Polca, shall record in the ParticipatingCompany’s Analytical Account the total interest calculated daily on the amountof the Deposit entered in the Analytical Account for each Business Day, based onthe Deposit Interest Rate.

 

Interest shall accrue on a Deposit at the DepositInterest 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 theDeposit is credited to the relevant Secondary Account.

 

Interest accrued daily on the Deposit, calculated onthe sole basis of the Reference Rate, shall be credited to the AnalyticalAccount of the Participating Company concerned on each Interest BookingDate.

 

5.4                             **Taxconsequences of a Deposit**

 

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

 

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

 

6.                                    **Advances**

 

6.1                             **Amount ofan Advance**

 

Any Cash Shortfall credited to a Secondary Account orOperating Account, as the case may be, by debiting the Concentration Accountshall give rise to a debt on the part of the Participating Company to Polca, inan amount equal to the positive difference (if any) between the amount of CashShortfall and the amount of any outstanding Deposit on that date (hereinafterthe “**Advance**”).

 

Without prejudice to compliance with the requirementsimposed by Article 6.2 below, the Participating Company may, each BusinessDay, debit its Secondary Account (or its Operating Account, also referred to asthe “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 SecondaryAccount (or Operating Account, in the absence of a Secondary Account) by anequivalent amount, through debiting the Concentration Account.

 

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6.2                             **Requirements for the extension of anAdvance**

 

(A)                              For the duration of theAgreement, an Advance may only be granted to a Participating Company provided itcomplies at all times, in particular on the Calculation Date prior to theAdvance in question, with the **Maximum Amount of Advances** and no case oftermination for default, as described in Article 11 hereof, has beenfound.

 

Upon accession by the Participating Company, and foreach period of twelve (12) months during the term of the Agreement, based on theinformation provided by the Participating Company about its borrowings andequity, Polca shall determine a Maximum Amount of Advances for the ParticipatingCompany. Polca shall inform the Participating Company and the Calculation Agentof the Maximum Amount of Advances. These parties shall strive to ensure that theAdvances never exceed the authorised Maximum Amount of Advances. If thisthreshold is nevertheless passed, the Participating Company shall take thenecessary steps to reimburse the excess Maximum Amount of Advances no later thanfive Business Days after notification to this end by Polca.

 

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

 

(B)                              For the duration of theAgreement, the Participating Company undertakes to fulfil the followingreporting obligations:

 

(1)                     to ensure thatPolca receives its annual accounts as soon as possible and in any case nolater than one hundred eighty (180) days after the close of the financialyear;

 

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

 

6.3                             **Return onan Advance**

 

Interest shall accrue on an Advance at the AdvanceInterest Rate, calculated per Business Day by the Calculation Agent on the basisof a three-hundred-sixty (360) day year. Interest shall accrue daily as of theBusiness 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 ofArticle 7.1, the Calculation Agent shall enter in the ParticipatingCompany’s Analytical Account, on the Interest Booking Date, the amount ofinterest accrued daily.

 

6.4                             **Taxconsequences of an Advance**

 

If a Participating Company has received an Advance, itshall be responsible for paying all taxes and making all remittances of any kindwhatsoever, present or future, on the amounts due as an Advance under theAgreement.

 

If, however, a Participating Company is required by lawto make deductions or withhold taxes from any amounts due Polca without beingable to defray these deductions or withholdings, the Participating Companyconcerned shall gross up these amounts so that Polca receives, after and despitethe deductions or withholdings, the entire sum to which it is entitled under theAgreement. The Participating Company is responsible for fulfilling allformalities and making all declarations in this regard so that Polca is notbothered or concerned by the matter.

 

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

 

6.5                             **Repaymentof an Advance**

 

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

 

Any Cash Surplus transferred by a Participating Companyto its Secondary Account (or to its Operating Account, in the absence of aSecondary Account) shall be allocated with priority by operation of law and withno formalities to the repayment in whole or in part of any Advance granted tothe Participating Company which is outstanding on the transfer date.

 

7.                                    **Analytical Account for each GroupCompany**

 

7.1                             **Keeping ofAnalytical 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 intoaccount cash flows occurring on the Business Day concerned, the CalculationAgent shall keep an analytical account (the “**Analytical Account**”). Itshall 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 inaccordance with the rules set out in Article 7.3.

 

Polca reserves the right to perform or have performedcash-flow regularisation operations with retroactive effect on the AnalyticalAccounts concerned during the current financial year.

 

7.2                             **AnalyticalAccount statements**

 

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

 

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

 

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

 

7.3                             **Calculationand notification of interest**

 

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

 

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

 

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

 

On each Interest Booking Date, all daily interest sincethe 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 inArticles 5.3 and 6.3. If for this period the total daily interest on the Depositexceeds the daily interest on the Advance, the balance shall be credited to theParticipating Company’s Analytical Account on the Interest Booking Date; on theother hand, if for this period the daily interest on the Advance exceeds thedaily interest on the Deposit, the balance shall be recorded on the debit sideof the Participating Company’s Analytical Account on the Interest BookingDate.

 

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

 

8.                                    **Investmenttransactions**

 

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

 

For the entire duration of the Agreement, Polcairrevocably undertakes not to grant any pledge, encumbrance or other securityright on any Investment credited to one or more securities accounts or termdeposit accounts, in the case of monetary investments held by Polca with theBank or other banking institutions.

 

For the present purposes, the total amount ofInvestments and total amount of Advances provided for by Article 8 shall beconsidered the **Pooled Assets.**

 

9.                                    **Representations, warranties andundertakings of the Parties**

 

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

 

·                                        it is duly constituted andconducts 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 authorityto decide to accede to the Agreement and the latter has been validly approved byits management bodies or any other competent body;

 

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·                                        the entering into and performanceof 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 Agreementor the Act of Accession on its behalf are authorised to validly bind it underthe Agreement;

 

·                                        any permits, licences andauthorisations necessary to enter into and perform the Agreement have beenobtained and are valid;

 

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

 

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

 

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

 

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

 

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

 

9.2                             Each Party undertakes:

 

·                                         in accordance with Article 5of the *Sogecash International Pooling Agreement*, not to grant anysecurity or guarantee whatsoever on its Operating Accounts, Secondary Account orthe Concentration Account and to fulfil, if necessary, with the competentadministrative and local authorities, the applicable information formalities, inparticular those required by any rules governing foreign exchangecontrol;

 

·                                         not to use under anycircumstances the Advances in violation of the legislation transposing in theParticipating Member State where the registered office(s) of theParty(-ies) concerned are located the principles governing the prohibition onfinancial assistance, referred to in Article 23 of Directive 2006/68/EC ofthe European Parliament and of the Council of 6 September 2006 amendingCouncil Directive 77/91/EEC as regards the incorporation of public limitedliability companies and the maintenance and alteration of theircapital;

 

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

 

·                                         to ensure that allrepresentations and warranties made by it under this Agreement remain valid andaccurate.

 

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10.                             **Earlytermination by Polca with respect to all ParticipatingCompanies**

 

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

 

(A)                              Polca determines, afterconsultation with all Participating Companies, that it is no longer possible tomaintain a balance between their respective obligations or it concludes, for anyreason whatsoever, that it is no longer able to fulfil its duties as cashmanager of the Casino Group;

 

(B)                              the Sogecash InternationalPooling Agreement is terminated, or

 

(C)                              if due to the entry into force ofany law or regulation or any other binding norm or changed interpretationthereof by an authority entrusted with their application, it proves impossiblefor the Parties to continue the present Agreement, in particular the interestpaid on the Deposit of the Participating Companies no longer qualities for taxneutrality,

 

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

 

11.                             **Termination for default by one ormore Participating Companies**

 

***Termination atPolca’s discretion***

 

11.1                      Polca may deny a ParticipatingCompany the benefit of this Agreement without prior notice if any of thefollowing events occurs:

 

(A)                              the Participating Company ceasesits activity or, without prejudice to provisions of public policy to thecontrary, is subject to receivership, voluntary or involuntary liquidation, orenters into a moratorium on payments, a settlement or agreement with creditorscovering all or a significant portion of its debts or any similar proceedingsapplicable in the Participating Member State where its registered office islocated;

 

(B)                              the Participating Companyviolates any of its obligations under this Agreement (in particular failure tomeet a payment obligation on time or if a representation given pursuant toArticle 9 proves to be inaccurate or ceases to be accurate) unless, forbreaches that are capable of being remedied, the breach is cured within eightdays from dispatch of a notice by Polca to this effect;

 

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

 

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(D)                              a legal, financial or otherchange in the structure, status, activities or assets of the ParticipatingCompany occurs which is capable of substantially adversely affecting its abilityto fulfil its obligations under this Agreement.

 

11.2                      Termination shall be effectiveupon receipt by the Participating Company of a written notice to this effectfrom Polca, and the accounts of the Participating Company concerned shall bedefinitively closed out on this same date.

 

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

 

Conversely, the Participating Company’s Deposit, aswell as the accrued interest on this amount calculated and notified by theCalculation Agent, must be returned and settled by Polca within the sameperiod.

 

***Automatictermination***

 

11.4                      A Participating Company whichceases to belong to the Casino Group shall be automatically denied the benefitof the provisions of this Agreement by Polca, with no prior formal notice beingnecessary.

 

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

 

12.                             **Liability**

 

Each Participating Company acknowledges and agrees thatPolca shall act as its proxy (*mandataire*) in performance of theassignments entrusted to Polca under the Agreement (with the exception of thetransactions referred to in Article 8) and shall act in fact for and onbehalf of the Participating Companies. Polca cannot be held liable to thirdparties other than for transactions entered into in its own name and on its ownbehalf.

 

Consequently, Polca shall bear no liability aside fromthat arising, if applicable, from Article 1991 *et seq*. of theBelgian Civil Code.

 

13.                             **Bookkeeping**

 

13.1                      Each of the Parties declares thatit does not intend to create any financial solidarity with the other Parties tothis Agreement. Each of the Parties acknowledges that the fact that it is aparty to this Agreement does not affect its independence in terms of managementand the pursuit of its corporate purpose, despite the existence of effectivepower to control of the Casino Group mentioned in the Preamble.

 

13.2                      Notwithstanding the provisions ofthis Agreement, in particular Article 7.1 on the keeping of AnalyticalAccounts, Polca and the Participating Companies expressly acknowledge that theAgreement and its annexes shall not cause, result in or authorise in any waywhatsoever any type of accounts unicity between one or more Parties, which shallcontinue to keep their accounts individually (by maintaining distinct andlegally separate accounts) in accordance with the applicable rules andshall make the appropriate accounting entries reflecting their own cash flows,in accordance with Article 5 of the *Sogecash International PoolingAgreement*.

 

14

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

 

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

 

13.5                      Polca undertakes, insofar asnecessary, to take steps to ensure that the execution of the Agreement does notgive rise to (or constitute any risk of) commingling of assets between one ormore Parties.

 

14.                             **Accession of new Casino Groupcompanies**

 

When a Casino Group entity is invited by Polca toparticipate in the transactions described herein, that entity can effectivelyparticipate 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 appendedhereto as Annex 3, validly completed, initialled and signed in duplicate. Polcashall return one copy duly initialled and signed by it.

 

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

 

By acceding to the present Agreement, the ParticipatingCompany authorises Polca to accept the accession to the Agreement of anysubsidiary of the Casino Group which meets the conditions.

 

In accordance with Article 7(B) of the*Sogecash International Pooling Agreement,* upon effective accession to theAgreement, the new Participating Company and Polca can submit a joint requestfor accession to the *Sogecash International Pooling*Agreement, it beingunderstood however that the Bank has discretion to accept or refuse any suchrequest.

 

15.                             **Discrepancies**

 

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

 

16.                             **Entryinto force/Term of the Agreement**

 

16.1                      The Agreement enters into forceon [ ].

 

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

 

If a Party does not wish to renew the Agreement, itshall inform the other Parties of its decision by registered letter, with anacknowledgment of receipt, at least six months before the expirydate.

 

15

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On this date, the accounts of the Party concerned shallbe definitively closed out in the manner described in Article 11 so that nofurther amounts are due by Polca to the Party concerned and viceversa.

 

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

 

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

 

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

 

17.                             **Notices**

 

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

 

For Polca: [*indicate the address and contactperson*] (unless Polca subsequently indicates another address to theParties).

 

For the Participating Companies: for the purposes ofthis Agreement, in particular Articles 3 and 4, only the person designated inthe act of accession (Annex 3) or this person’s substitute shall have thecapacity and authority to represent the Participating Company and onlycorrespondence sent to the address indicated in the act of accession shall beconsidered valid (unless the Participating Company subsequently indicatesanother address to the Parties).

 

18.                             **Miscellaneous**

 

18.1                      **Scope ofthe Agreement and termination of existing cash poolingarrangements**

 

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

 

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

 

18.2                      **Defaultinterest**

 

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

 

16

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18.3                      **Waiver andseverability**

 

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

 

If any provision of this Agreement is declared or foundto be null and void and inapplicable, in whole or in part, for any reasonwhatsoever (to the extent this reason is compatible with the terms of theAgreement), the validity and enforceability of the other provisions of thisAgreement or the remainder of the provision in question shall not be affected orundermined in any way whatsoever, provided that, having regard to the substanceand purpose of this Agreement, these other provisions or the remainder of theprovision in question are not inextricable from the provision or part thereofdeemed invalid or unenforceable and therefore inseparable from thelatter.

 

In the event of invalidity or unenforceability, theParties shall negotiate in good faith with a view to agreeing on a valid andenforceable replacement provision which, insofar as possible, conforms to thesubstance and purpose of this Agreement and which comes as close as possible, inits legal and economic effects, to the invalid or enforceable provision or partthereof.

 

18.4                      **Assignment**

 

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

 

18.5                      **Waiver ofimmunity**

 

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

 

18.6                      **Confidentiality**

 

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

 

18.7                      **Implementation andamendment**

 

The implementation and application of the provisions ofthe Agreement may give rise to certain adjustments which, without calling intoquestion the overall scheme of the Agreement, facilitate its practicalimplementation. In this case, these adjustments shall be set out in specificaddenda to the Agreement, which must be signed by each Party and which may notmodify or alter the financial rights and obligations of the Parties under theAgreement.

 

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

 

18.8                      **Language**

 

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

 

17

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19.                             **Governing law andjurisdiction**

 

19.1                      This Agreement is governed byBelgian law and the provisions of public policy applicable in each ParticipatingMember State.

 

19.2                      In the event of a disputeregarding in particular the validity, interpretation or performance of thisAgreement, the Parties shall consult in order to try to find an amicablesolution to the dispute, failing which their dispute shall be submitted to theexclusive jurisdiction of the Brussels courts.

 

Donein Brussels

On1/07/2014

 

| 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 INTERNATIONALPOOLING**

 

ServiceAgreement

SingleLevel — Multi-bank

PolcaHolding — Société Générale

CurrencyEUR

 

----

 

 

Theparties

 

Betweenthe 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 |

 

hereinafterreferred to as «THE PARTICIPATING COMPANIES» as set forth in Appendix 1 of thisAgreement.

 

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 |

 

hereinafterreferred to as “THE CONTRACTING BANK”, acling as the bank of the internationalpool leader both in its own name and in the name of any other SOCIETE GENERALEGROUP’S BANK

 

5

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** **

**Ithas been agreed as follows:**

 

**PREAMBLE**

 

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

 

2).**              **In order to implement thisinternal group cash management Agreement, the PARTICIPATING COMPANIES and theINTERNATIONAL POOL LEADER have decided to use the international cash managementservice of SOCIETE GENERALE Group: **SOGECASH INTERNATIONALPooling.**

 

This service optimises group international cashmanagement by ensuring automatic cross-border cash centralisation between eachPARTICIPATING COMPANY and the INTERNATIONAL POOL LEADER according to theprocedures and under the conditions described hereinafter.

 

Where, in a given country, the group has decided to usethe domestic cash management service of SOCIETE GENERALE GROUP, SOGECASHPOOLING, in order to centralise in any PARTICIPATING COMPANY the cash of anylocal company participating in the said cash pooling, each of these domesticarrangements will be carried out subject to a particular service agreement. Insuch cases, the CONTRACTING BANK undertakes to ensure the co-ordination betweendomestic sweepings and cross-border sweepings calculated and posted inaccordance with such service agreements.

 

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

 

**ARTICLE 1****: Nature of the accountsincluded in the cash pooling**

 

All the accounts included in the cash pooling arereferred to in Appendix 1 of the present Service Agreement. They are alldenominated in the same currency and maintained in the books of any banks of theinternational network of SOCIETE GENERALE GROUP (among which the CONTRACTINGBANK) as mentioned in appendix 1.1 and 1.2 and hereinafter referred to asSOCIETE GENERALE GROUP’S BANK, and/or in the books of the branches of any thirdbank mentioned in appendix 1.3, hereinafter referred to as OTHERBANK.

 

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

 

Any withdrawal of account shall be notified to theCONTRACTING BANK by the INTERNATIONAL POOL LEADER by registered letter. Thewithdrawal shall be effective within 3 business days after receipt of the saidregistered mail. On such third business day, a final sweep to or from suchaccount 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 orseveral account(s) called «domestic cash account(s)».

 

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

 

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

 

6

----

 

 

In each country where these operations are posted inseparate accounts **in**the different local entities of the SOCIETE GENERALEGROUP’S BANK, these accounts shall be considered as part of a single currentaccount, provided that the concept of single current account is recognised bythe domestic law. All operations which are or which will be recorded in thesingle current account shall be transformed into simple debit or credit itemswhich make up the current provisional balance, it being understood that forwardtransactions shall not form part of the available provisional balance untiltheir settlement. The closing of the account will produce a balance which willbecome final and payable only after the settlement of current transactions. EachPARTICIPATING COMPANY acknowledges that the single current account shall notinclude any account which cannot be so incorporated either because of the natureof the account or because the regulations governing such accounts do not allowsuch inclusion, nor any account which the SOCIETE GENERALE GROUP’S BANK and eachPARTICIPATING COMPANY may agree to exclude from the single currentaccount.

 

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

 

· waive, as a party to this Agreement, any current account or similaroverdraft facility which may have been previously granted to it by each SOCIETEGENERALE GROUP’S BANK insofar as such facilities are customarily granted in thecountry of the PARTICIPATING COMPANY. This type of facility will henceforth beprovided by the INTERNATIONAL POOL LEADER instead of the SOCIETE GENERALEGROUP’S BANK for each PARTICIPATING COMPANY up to the ceiling for current cashrequirements agreed between the CONTRACTING BANK and the INTERNATIONAL POOLLEADER for the purposes of this service.

 

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

 

B) The INTERNATIONAL POOL LEADER shall:

 

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

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

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

 

C) It is understood that the accounts of separate legalentities shall not be linked into a single current accountarrangement.

 

**1.2 Accounts held in OTHERBANKS**

 

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

 

**ARTICLE 2****: Automatic sweeptransfers**

 

**A) Principle ofsweeps**

 

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

 

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

 

7

----

 

 

In accordance with the sweep options selected inAppendix 1, the sweep transfers are calculated separately on the basis ofmovements posted on the different accounts opened by each PARTICIPATING COMPANYheld in the same country with the different branches of each relevant SOCIETEGENERALE GROUP’S BANK on one hand, and on the accounts held in the books of eachOTHER BANK, on the other hand.

 

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

 

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

 

· provide to the CONTRACTING BANK before D+1 at01.00 CET electronic account statements of transactions of each accounting Dday;

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

 

**B)**** ****Sweeping of accounts held in thebooks of SOCIETE GENERALE GROUP**’**SBANK**

 

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

 

B.1.1 In case of direct sweeping:

 

Every business day, the CONTRACTING BANK shall, on thebasis of the entries registered on the previous business day, calculate theaggregated amount of entries booked **in each of the accounts**of thePARTICIPATING COMPANY as mentioned in paragraph A hereabove, and bearing thesame value date. The sweep transfers shall be posted directly in each of theaccounts 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 thebasis of the entries registered on the previous business day, calculate theaggregated amount of entries booked in **all the different accounts**of eachPARTICIPATING COMPANY mentioned in paragraph A hereabove, held in a same bank ina same country, and bearing the same value date.

 

The sweep transfers shall be executed through mirroraccounts, 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 sweeptransfers between two different **SOCIETE GENERALE GROUP**’**SBANK**

 

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

 

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

 

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

 

Each sweep transfer, whether direct or indirect, shallbe applied with the value date of the entries of which it iscomposed.

 

B.2.2 In case of periodic sweeping:

 

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

 

**C)**** ****Sweeping of accounts held in OTHERBANKS**

 

C.1 Thesweep transfers are processed in a direct mode.

 

8

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C.2 Calculation of the sweep transfers

 

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

 

C.3 Value date

 

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

 

**ARTICLE 3****: Incidents or events whichmay affect sweeps**

 

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

 

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

 

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

 

D) If the INTERNATIONAL POOL LEADERis the object of insolvency proceedings, the commitments taken by theCONTRACTING BANK with THE PARTICIPATING COMPANIES shall be terminated at thedate of the decision or court order initiating the insolvencyproceedings.

 

In all cases, the CONTRACTING BANK shall immediatelyinform the INTERNATIONAL POOL LEADER of the non-performance of thesweep(s) by sending an Email to the address referred to in Appendix1.

 

**ARTICLE 4****: Mutual undertakings ofthe BANK and the****INTERNATIONAL****POOL LEADER**

 

To ensure receipt by the INTERNATIONAL POOL LEADER ofexcess cash of each of the PARTICIPATING COMPANIES, the CONTRACTING BANK shallbe deemed debtor towards the INTERNATIONAL POOL LEADER for any successive creditbalances, appearing at any time in the current accounts opened in its books inthe name of each of the PARTICIPATING COMPANIES.

 

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

 

As a result of these mutual undertakings:

 

· the CONTRACTING BANK andthe INTERNATIONAL POOL LEADER may, at any time, be creditor or debtor, onetowards the other;

 

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

 

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

 

Where the INTERNATIONAL POOL LEADER is the object ofinsolvency proceedings, the undertakings by the CONTRACTING BANK towards thePARTICIPATING COMPANIES shall be terminated from the date of the insolvencyjudgment.

 

9

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**ARTICLE 5****: Obligations of theCOMPANIES**

 

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

 

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

 

· in accordance with the provisionsof the Internal Group Cash Management Agreement referred to in the preamble ofthis Service Agreement, the INTERNATIONAL POOL LEADER shall pay or charge eachPARTICIPATING COMPANY on its net cash balances;

 

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

 

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

 

**ARTICLE 6****: ADDITIONALSERVICES**

 

Under the options set forth in Appendix 2, theCONTRACTING BANK shall provide with the following statements andservices:

 

·            Electronic accountstatements

·            Periodic statements of cumulativesweeps

·            Intra-group interest calculation,posting and reporting

·            Preparatory statement for theCentral Bank reporting

·            Daily intra-group loanposition

 

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

 

The elements provided by the CONTRACTING BANK in theadditional services are for information purposes only and do not replace anyexternal or internal accounting policies or procedures that must or should befollowed by the COMPANIES. Any demand for changes by the COMPANIES shall be madeby the means of registered letter with recorded delivery. The changes will enterinto effect when the appropriate technical means have been put in place, ifpossible, by the CONTRACTING BANK.

 

**ARTICLE 7:****Withdrawal or accession ofcompanies**

 

A)                    Withdrawal of a PARTICIPATINGCOMPANY

 

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

 

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

 

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

 

The CONTRACTING BANK shall be held harmless and notliable for any consequences which may result from the late communication ofinformation to its relevant department.

 

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

 

 

10

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B)                    Accession of a PARTICIPATINGCOMPANY

 

Where a new company accedes to the internal group cashmanagement Agreement referred to in the preamble, such company and theINTERNATIONAL POOL LEADER, which is hereby duly authorised for this purpose bythe companies party to this Service Agreement, may jointly request its accessionto this service by sending a registered letter addressed to the CONTRACTINGBANK.

 

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

 

C) Change of the INTERNATIONAL POOL LEADER

 

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

 

**ARTICLE 8****: PRICE OF THESERVICE**

 

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

 

The price shall include:

 

· an all-in implementation fee for the creationof the service,

· a fixed commission for each addition orwithdrawal of accounts;

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

· where necessary:

·            a subscription for electronicaccount statement(s) including sweeps,

·            a monthly commission for each ofthe statements or services requested:

· periodic statements of cumulativesweeps

· Infra-group interest calculation, posting andreporting

· Preparatory statement for Central Bankreporting

· Daily intra-group loan

 

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

 

The CONTRACTING BANK reserves the right to revise itsprices. New prices will come into effect three months after notice to theINTERNATIONAL POOL LEADER. Where the INTERNATIONAL POOL LEADER fails to objectwithin two months after notification, the INTERNATIONAL POOL LEADER shall bedeemed to have approved the price revision.

 

**ARTICLE 9****:Declarations**

 

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

 

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

b)            that it has been dulyincorporated and has full power and authority to enter into, observe and performits obligations under this Service Agreement and the internal group cashmanagement Agreement;

c)             that the execution andperformance of this present Agreement and the internal group cash managementAgreement have been duly authorised by its company organs and that it hasobtained all necessary and duly registered authorizations from all relevantauthorities and more generally that the terms of the internal group cashmanagement Agreement are not contrary to public policy;

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

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

 

11

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Each PARTICIPATING COMPANY and the INTERNATIONAL POOLLEADER undertake to promptly notify the CONTRACTING BANK of all event which mayaffect the exactness of or change these declarations on this presentarticle.

 

**ARTICLE 10****: Liability of theCONTRACTING BANK**

 

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

 

It shall not be held liable for non-performance of itsobligations 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 OTHERBANK of sweeps forwarded by the CONTRACTING BANK,

·                 any event of *forcemajeure.*

 

**ARTICLE 11****:Confidentiality**

 

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

 

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

 

· to name them, as users of theSogecash International Pooling service, in the BANK’s commercialdocumentation

 

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

 

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

 

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

 

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

 

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

 

**ARTICLE 13****: Duration of theAgreement**

 

A) This Agreement has been made for an indefiniteperiod. The CONTRACTING BANK or the INTERNATIONAL POOL LEADER may, withoutgiving grounds, terminate this Agreement at any moment by sending a registeredletter with recorded delivery either to the registered address of theINTERNATIONAL POOL LEADER or to the branch of the CONTRACTING BANK which holdsthe account of the INTERNATIONAL POOL LEADER. The termination shall come intoeffect thirty days from the date of the first presentation of the registeredletter.

 

12

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B)                    In addition, the CONTRACTING BANKmay, as it deems fit, exclude from this Service Agreement any signatoryCOMPANY:

 

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

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

·                 in the case of attachment, stoporder *(« opposition sur sample »)*or similar proceedings againstaccount(s) held by the SOCIETE GENERALE GROUP’S BANK opened in the name ofsuch company party hereto and for which the release or the deposit of the amounthas not been obtained within 30 (thirty) calendar days fromnotification;

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

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

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

·                 where such PARTICIPATING COMPANYexceeds the borrowing limit with the INTERNATIONAL POOL LEADER which wascommunicated to the CONTRACTING BANK as agreed by the parties when this ServiceAgreement was signed or subsequently modified by the INTERNATIONAL POOL LEADERin Agreement with the CONTRACTING BANK;

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

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

 

The exclusion of a PARTICIPATING COMPANY shall notentail *de facto*the termination of this Agreement. Where the exclusionconcerns the INTERNATIONAL POOL LEADER, the Agreement shall be automaticallyterminated.

 

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

 

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

 

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

 

·             SOCIETE GENERALE GROUP’S BANK isnot part of SG GROUP any more, except if such bank agrees to continue thepresent service. In such case the sweeps will be carried out to the sameconditions provided for any OTHER BANK,

 

·             relevant SOCIETE GENERALE GROUP’SBANK or OTHER BANK should have no more convenience to hold this sweepingservice.

 

The notification of the exclusion or termination shallbe effective to the PARTICIPATING COMPANY(IES) or the INTERNATIONAL POOL LEADERby registered letter with recorded delivery. The INTERNATIONAL POOL LEADER insuch case is committed to support financially the final sweep related to thelast sweeping day, whether the accounts are held in the books of a SOCIETEGENERALE GROUP’S BANK or in any OTHER BANK.

 

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

 

13

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**ARTICLE 14****: Amendment of theorganisation and of the terms and conditions of the service**

 

The PARTICIPATING COMPANIES party hereto give a mandateto the INTERNATIONAL POOL LEADER to sign on their behalf any amendment with theCONTRACTING BANK in order to adapt the service as described herein to furtherchanges in the organisation of the cash concentration structure (change ofINTERNATIONAL POOL LEADER, participating companies, additional statements and/orservices, the modes of transmission of the statements and electronic accountstatements, sweeping modes).

 

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

 

The INTERNATIONAL POOL LEADER will inform eachPARTICIPATING COMPANY in writing prior to any amendment involving the saidService Agreement and will provide the CONTRACTING BANK with a copy of thenotification sent to the company together with the relevant request.

 

**ARTICLE 15****: Applicable law andjurisdiction**

 

This Agreement shall be governed by French law. Thecourts of Paris shall have sole jurisdiction in any dispute, claim or difficultywhich may arise between the parties relating to the construction and performanceof this Service Agreement.

 

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|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   | *                                                                                                                                                                                                                                                        |   |

 

14

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

 

| PARTIES (company names) | SIGNATURES andSEALS |
|-------------------------|---------------------|

 

TheCOMPANIES:

 

| 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 |

 

TheBANK:

Branchof:

Address:

 

15

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| MADEat |   | Bruxelles |   | ,on In copies. |
|--------|--------|-----------|--------|----------------|

 

| PARTIES (company names) | SIGNATURES andSEALS |
|-------------------------|---------------------|

 

TheCOMPANIES:

 

| 13     |   | DTC Finance BV |
|--------|--------|----------------|
|   |   |           |
| 2      |   |           |
|   |   |           |
| 3      |   |           |
|   |   |           |
| 4      |   |           |
|   |   |           |
| 5      |   |           |
|   |   |           |
| 6      |   |           |
|   |   |           |
| 7      |   |           |
|   |   |           |
| 8      |   |           |
|   |   |           |
| 9      |   |           |
|   |   |           |
| 10     |   |           |
|   |   |           |
| 11     |   |           |
|   |   |           |
| 12     |   |           |

 

TheBANK:

Branchof:

Address:

 

16

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**SERVICE AGREEMENT**

 

**INTERNATIONAL GROUP CASHCONCENTRATION**

 

**Glossary**

 

·                 **INTERNATIONAL POOLLEADER**

 

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

 

·                 **INTERNATIONAL CASH CONCENTRATIONACCOUNT**

 

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

 

·                 **PARTICIPATING COMPANY**

 

A group company whose individual cash balance isdirectly concentrated on the INTERNATIONAL POOL LEADER by means of cross-bordersweeps.

 

·                 **DOMESTICCASH ACCOUNT**

 

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

 

·                 **SWEEPACCOUNT**

 

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

 

·                 **SOCIETEGENERALE GROUP’S BANK**

 

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

 

·                 **CONTRACTINGBANK**

 

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

 

·                 **OTHERBANK**

 

Any bank which does not belong to SOCIETE GENERALEGROUP and holds one or several accounts of one or several PARTICIPATINGCOMPANIES party hereto to this agreement

 

·                 **DOMESTICSWEEP within a same SOCIETE GENERALE GROUP’S BANK**

 

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

 

·                 **DOMESTICSWEEP between two different SOCIETE GENERALE GROUP’S BANK**

 

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

 

·                 **CROSS-BORDER SWEEP**

 

Sweep transfer carried out between two accounts held indifferent countries

 

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|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   | *                                                                                                                                                                                                                                                        |   |

 

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**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION Appendix 1**

 

**Sweeping terms andconditions**

 

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 inthe case of “direct sweeps”, or to the “sweep account” in the case of “indirectsweeps” on the one hand,

 

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

 

Sweepsshall be automatic and their unit amount shall be determined on the basis of theaggregates calculated as stipulated under article 2. They shall be denominatedin the currencies of the domestic cash accounts.

 

Thesweep frequency options are as follows:

·        daily: sweeps are made on each businessday,

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

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

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

 

Underfrequency options other than daily and whenever the selected sweeping date isnot a business day, the sweeps shall be performed on the previous business day.The frequency selected shall apply either to all the PARTICIPATING COMPANIESattached to the INTERNATIONAL POOL LEADER or to each PARTICIPATING COMPANYseparately.

 

Eachsweep, whether direct or indirect and according to the option selected in thisAppendix, shall be equivalent

 

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

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

 

Unlessotherwise agreed, in particular in case of non daily sweeping and underArticle 2 and under paragraphs B) and C) hereinafter, all aggregatesrelating to a same day shall be swept irrespective of their value date and shallbe subject to compliance with the overdraft facility granted to theINTERNATIONAL POOL LEADER as stipulated in Article 3. Any sweep exceedingthe facility shall not be carried out and shall be withheld until a position isbuilt up which allows sweeps to be effected in compliance with such limit. Thesweeps will then be carried out in accordance with the conditions described inparagraph C) hereunder.

 

Wheneveronly 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 thereference selected date (D, D+1 business or calendar date; D being the calendardate of the accounting day to be swept by the CONTRACTING BANK) shall beconsidered as per the conditions detailed hereunder. The sweeping of aggregateswith a value date later than the selected reference date will be deferred untilsuch aggregates become available under the conditions set forth in suchoption.

 

Thetransfers swept to accounts held with any SOCIETE GENERALE GROUP’S BANK shall beexonerated from debit transaction commission in so far as such a commission islocally applied.

 

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Forthe accounts held in OTHER BANKS:

 

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

 

·                 Any sweep of any available debitbalance will be carried out for a maximum amount up to a debit limit set foreach 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 PARTICIPATINGCOMPANIES, and according to agreement, no amount exceeding the minimum creditbalance to be maintained on each of the accounts shall be swept. As the case maybe, aggregates may be totally or partially swept as soon as the minimum creditbalance amount is reached. All sweeps shall otherwise be effected under theconditions set in this appendix.

 

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

 

Anysweep below the threshold shall be deferred. The deferred sweeps shall beincorporated in the sweeps computed during the following business days, providedthat the cumulative sweep amounts comply with the set threshold and that thevalue date of the deferred sweeps be prior than or equal to the date of thesweep in which they have been incorporated and of which they take the valuedate. Where sweeps with different value dates are carried out in the sameaccounting day, the deferred sweeps with the closest value date of the deferredsweeps will be incorporated.

 

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

 

D)                    Each sweep will be given astandard additional narrative by the CONTRACTING BANK including the referencesof the counterpart account. Where the customised additional narrative optionreferred to in Appendix 1 has been selected, the INTERNATIONAL POOL LEADER’s oreach PARTICIPATING COMPANY’s own narrative will be substituted for theCONTRACTING BANK’s standard narrative.

 

E)                     If, for technical reasons, thebalances of certain accounts have not been available for computation of thesweep amounts, regularization shall take place as soon as possible under goodvalue.

 

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

 

Thiszero-balancing is processed either on the last business day of the currentmonth, taking into account the balance of the previous day, or on the firstbusiness day of the following month, taking into account the balance of the lastbusiness day of the month. In both cases, the value date applied to thezero-balancing transfer is the date of the last business day of the currentmonth.

 

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|   | *                                                                                                                                                                                                                                                        |   |

 

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|  |  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 |
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|  | 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 |
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|  | 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 |
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|  | 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 |
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|  | 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 |
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|  | 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 |
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|  | 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 only20/39 |
|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|  | 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 only20/39 |
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|  | 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 |
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|  | 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 |
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** **

**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION**

 

**Appendix 2**

 

**ADDITIONAL SERVICES**

* *

*(pleasejoin only the appendixes regarding the services subscribed)*

 

**List of additionalservices**

 

Pleasetick 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

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**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION**

 

**Appendix 2 (1/3)**

 

**ADDITIONAL SERVICES**

 

**DESCRIPTION AND CONDITIONS FOR THESUPPLY OF THE STATEMENTS**

 

**1 Details and conditions of supplyof electronic account statements.**

 

The electronic account statements shall be madeavailable to the INTERNATIONAL POOL LEADER in accordance with the choice givenin this Appendix 2.1:

 

·    through the electronicaccount services of the CONTRACTING BANK, or

·            through the relevant departmentof the SOCIETE GENERALE GROUP’S BANK or OTHER BANK designated hereunder and towhich 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 SOCIETEGENERALE GROUP’S BANK electronic account services are described in the TechnicalConditions of the said services and are subject to separateagreements.

 

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

 

The statements hereabove mentioned will be available tocompanies 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 ofHTML or TXT files is selected for these statements, the CONTRACTING BANK shallsend through SOGECASH WEB or by e-mail to the electronic address givenherein.

 

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

 

34

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**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION**

 

**Appendix 2 (continuation2/3)**

**ADDITIONAL SERVICES**

***(fillout only where necessary)***

 

**3 E-mail addresses of concernedcompanies 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

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**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION**

 

**Appendix 2 (continuation3/3)**

 

**ADDITIONAL SERVICES**

***(fillout only where necessary)***

 

**E-mail addresses of concernedparticipating 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

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**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION Appendix 2.1**

 

**ELECTRONIC ACCOUNTSTATEMENTS**

 

**1. Contents of the Accountstatements**

 

·                 As an option the CONTRACTING BANKwill provide daily to the INTERNATIONAL POOL LEADER the electronic accountstatement(s) with the posted sweeps carried out

 

Theaccounts concerned may be:

 

·    the cash concentrationaccount of the INTERNATIONAL POOL LEADER;

·    the domestic cash accountsof each PARTICIPATING COMPANY;

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

 

Foreach business day, the electronic account statements dated on the previousbusiness of the International cash concentration account and each domestic cashaccount shall include the posted sweeps carried out on D+1 in accordance withthe terms and conditions set forth in Article 2 on the basis of thetransactions registered on D in the commercial accounts of each PARTICIPATINGCOMPANY.

 

Directsweeps:

 

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

 

Indirectsweeps:

 

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

 

Inall cases the POOL LEADER account will show the group cash position resultingfrom the sweeps carried out.

 

**Purpose of theinformation.**

 

Theelectronic account statements shall be made available to the companies concernedfor information purposes only. Only account statements on paper sent at the sametime by each relevant SOCIETE GENERALE GROUP’S BANK shall be considered as ameans of proof between the parties.

 

37

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**SERVICE AGREEMENT INTERNATIONALGROUP CASH CONCENTRATION**

 

**Appendix 2.1(continuation)**

 

**ELECTRONIC ACCOUNTSTATEMENTS**

 

**2. Supply of the Accountstatements**

 

| **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:   BICcode:     |       | BIC code:    |       |
| **Domestic      Cash****Accounts**                        |       | Subscriber N° |       | Subscriber N°   |       | Subscriber N° AAY6401      |       | Subscriber N°    |       | Bank:    Branch:   BICcode:     |       | BIC code:    |       |
| **Sweep      Accounts**                                   |       | Subscriber N° |       | Subscriber N°   |       | Subscriber N° AAY6401      |       | Subscriber N°    |       | Bank:    Branch:   BICcode:     |       | BIC code:    |       |

 

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(1) concernsonly the accounts held in France

 

38

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**Annex 3**

 

To the Cash Pooling Agreement

 

**Actof accession**

 

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

 

Tothe 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 havethe same meaning as defined in the Agreement.

 

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

 

22.                             [X] states to be controlleddirectly or indirectly by Casino Guichard Perrachon within the meaning of thedefinition of the term “Casino Group” found in Article 1 of theAgreement.

 

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

 

24.                             [X] hereby agrees to be aParticipating Company within the meaning of the Agreement, endorses each of therepresentations provided for in Article 9 of the Agreement, agrees to bebound without reservation by the terms and conditions of the Agreement, tobenefit from all the rights it creates and engages to perform all theobligations imposed upon it.

 

25.                             For the purpose of participatingto the cash pooling transactions provided for in the Agreement, [X] states [thatthe account No. (      ) opened with the Bank should beconsidered as its Secondary Account for the purposes of the Agreement / nothaving any Secondary Account(1)].

 

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

 

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

 

·*              **[Name]*

 

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**(1)  Delete whicheveris inapplicable**

 

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·*              **[details]*

 

For the purposes of articles 3 and 4 of the Agreement,only the person bellow or substituted will have exclusively the capacity and theauthority 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 isfixed to

 

*Forthe good shape, please return to us one of the two originals of these precededby the words “read and approved” and your handwritten signature.*

 

Kindregards,

 

|   | Done at                            ,        on |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                         |
|   | [X]                                                                                                                                                          |
|   |                                                                                                                                                         |
|   | by                                                                                                                                                           |   |

 

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