Exhibit
4.3  CONFORMED COPY  THIS AMENDMENT AND
RESTATEMENT AGREEMENTis dated 27 June 2007 and made between:  (1)ABB LTD, a
company incorporated in Switzerland whose registered office is at
Affolternstrasse 44, CH-8050 Zurich, Switzerland (ABB);  (2)ABB AND THE SUBSIDIARIES OF ABBlisted in Schedule 1 (The
Obligors) as borrowers and guarantors (the Obligors);  (3)CREDIT SUISSEin
its capacity as facility agent and for and on behalf of the Finance Parties
(the Facility Agent);  IT IS AGREEDas follows:  1.INTERPRETATION  1.1In this Agreement:  Amendment Fee Lettermeans the fee letter dated on or around
the date hereof from ABB to the Facility Agent relating to the fee referred to
in Clause 6(b).  EffectiveDatemeans the date of this
Agreement.  Facilities Agreementmeans the multicurrency revolving credit
agreement dated 4 July 2005 between among others, ABB, the Facility Agent, and the financial institutions named therein
as lenders as amended from time to time.  Unless
otherwise defined herein, words and expressions defined in the Facilities
Agreement (in its form set out in Schedule 2 (Amended and
Restated Facilities Agreement)) shall have the same meanings in this
Agreement and the principles of construction set out in the Facilities
Agreement (in its form set out in Schedule 2 (Amended and
Restated Facilities Agreement)) shall be deemed incorporated in this
Agreement as if set out in full herein save that references to the Facilities
Agreement shall be construed as references to this Agreement.  2.RESTATEMENT  With effect from the Effective Date, the
Facilities Agreement shall be amended and restated so that it shall be read and
construed for all purposes as set out in Schedule 2 (Amended and Restated Facilities Agreement).  3.REPRESENTATIONS &
WARRANTIES  ABB (in respect of itself and, where specified, each Group Company or
each Material Subsidiary) and each other Obligor (in respect of itself) makes
the repeating representations and warranties set out in Clause 19.15 (Repetition) and the representation set out
in Clause 19.7 (No Default) of
the Facilities Agreement (in its form set out in Schedule 2 (Amended and Restated Facilities Agreement)).  For the avoidance of doubt, for this purpose,
references in Clause 19 of the Facilities Agreement to the Finance Documents
shall be construed so as to include a reference to this Agreement and the
Amendment Fee Letter.  4.CONTINUITY  The provisions of the Facilities Agreement
shall, save as amended by this Agreement, continue in full force and effect.
Each Guarantor confirms its obligations under Clause 18


(Guarantee
and Indemnity) of the Facilities Agreement in respect of the
Facilities Agreement as amended and restated pursuant to this Agreement.  5.FURTHER
ASSURANCE  ABB shall, at the request of the Facility
Agent and at its own expense, do all such acts and things necessary to give
effect to the amendments effected or to be effected pursuant to this Agreement.  6.FEES,
COSTS AND EXPENSES  (a)ABB shall and promptly on
demand pay, upon presentation of duly documented evidence thereof, to the
Facility Agent the amount of all costs and expenses (including but not limited
to, legal fees) reasonably and directly incurred by the Facility Agent in
connection with the negotiation, preparation and execution of this Agreement.  (b)On the date of this Agreement,
ABB shall pay to the Facility Agent, on behalf of the Lenders, the fees in the
amount specified in the Amendment Fee Letter.  7.FINANCE
DOCUMENT  Each of this Agreement and the Amendment
Fee Letter is a Finance Document.  8.COUNTERPARTS  This Agreement may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.  9.THIRD
PARTY RIGHTS  A person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999
to enforce or enjoy the benefit of any term of this Agreement.  10.MISCELLANEOUS  The provisions of Clause 34 (Remedies and waivers),Clause 33 (Partial Invalidity), and Clause 38 (Enforcement) of the Facilities Agreement
shall be incorporated into this Agreement as if set out in full in this
Agreement and as if references in those clauses to this Agreement or the
Finance Documents were references to this Agreement.  11.GOVERNING
LAW AND JURISDICTION  This Agreement shall be governed by, and
construed in accordance with, English law.  2


SCHEDULE 1  THE OBLIGORS  Jurisdiction
  ofName of Obligor
  
  Address
  
  incorporationABB Capital
  B.V.
  
  Burgemeester
  Haspelslaan 65, 5/F
  
  NetherlandsPO Box 74690AmstelveenNL-1181 NBNetherlandsAttention:
  Managing
  DirectorFax:
  + 31 20 445
  9844Copy: Legal
  DepartmentFax: + 41 43
  317 7992ABB Asea Brown
  Boveri Ltd
  
  Affolternstrasse
  44
  
  SwitzerlandCH-8050 ZurichSwitzerlandAttention:
  Deputy CFOFax:
  +41 43 317
  3929Copy: Legal
  DepartmentFax: + 41 43
  317 7992ABB Ltd
  
  Affolternstrasse
  44
  
  SwitzerlandCH-8050 ZurichSwitzerlandAttention:  Deputy CFOFax:
  +41 43 317
  3929Copy: Legal
  DepartmentFax: +41 43
  317 7992  3


SCHEDULE 2  AMENDED AND RESTATED FACILITIES AGREEMENT  Follows this page  4


LIMITED LIABILITY PARTNERSHIP   ABB LTD  CERTAIN
SUBSIDIARIES OF ABB LTD AS
BORROWERS AND GUARANTORS  WITH  BARCLAYS
CAPITAL BAYERISCHE
HYPO-UND VEREINSBANK AG BNP
PARIBAS CITIGROUP
GLOBAL MARKETS LIMITED COMMERZBANK
AKTIENGESELLSCHAFT CREDIT
SUISSE DEUTSCHE
BANK AG DRESDNER
KLEINWORT  THE INVESTMENT BANKING DIVISION OF DRESDNER BANK AG (acting 
through DRESDNER BANK AG, NIEDERLASSUNG LUXEMBURG) HANDELSBANKEN
CAPITAL MARKETS, SVENSKA HANDELSBANKEN AB (publ) HSBC
BANK PLC NORDEA
BANK AB (publ) and MERCHANT
BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB (PUBL)  AS
MANDATED LEAD ARRANGERS  with CREDIT
SUISSE AS
FACILITY AGENT, DOLLAR SWINGLINE AGENT AND EURO SWINGLINE AGENT and MERCHANT
BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB (PUBL) AS SEK
SWINGLINE AGENT   $2,000,000,000 MULTICURRENCY
REVOLVING CREDIT AGREEMENT  DATED 4
JULY 2005 AS
AMENDED AND RESTATED ON 27 JUNE 2007


CONTENTS  Clause
  
  
  Page1.
  
  Definitions
  And Interpretation
  12.
  
  The
  Facility
  203.
  
  Purpose
  214.
  
  Conditions
  Of Utilisation
  225.
  
  Utilisation
  236.
  
  Optional
  Currencies
  267.
  
  Repayment
  278.
  
  Prepayment
  And Cancellation
  279.
  
  Interest
  3010.
  
  Interest
  Periods
  3111.
  
  Changes
  To The Calculation Of Interest
  3112.
  
  Fees
  3313.
  
  Tax
  Gross Up And Indemnities
  3514.
  
  Increased
  Costs
  3815.
  
  Other
  Indemnities
  4016.
  
  Mitigation
  By The Lenders
  4117.
  
  Costs
  And Expenses
  4118.
  
  Guarantee
  And Indemnity
  4319.
  
  Representations
  4720.
  
  Information
  Undertakings
  4921.
  
  General
  Undertakings
  5322.
  
  Events
  Of Default
  5623.
  
  Changes
  To The Lenders
  5924.
  
  Changes
  To The Obligors
  6325.
  
  Role
  Of The Agents And The Mandated Lead Arrangers
  6626.
  
  Conduct
  Of Business By The Finance Parties
  7127.
  
  Sharing
  Among The Lenders
  7128.
  
  Payment
  Mechanics
  7329.
  
  Set-Off
  7630.
  
  Notices
  7631.
  
  Calculations
  And Certificates
  79


32.
  
  Partial
  Invalidity
  7933.
  
  Remedies
  And Waivers
  7934.
  
  Amendments
  And Waivers
  7935.
  
  Counterparts
  8036.
  
  Governing
  Law
  8137.
  
  Enforcement
  81Schedule
  1
  82Part
  I The Original Lenders
  82Part
  Ii The Dollar Swingline Lenders
  84Part
  Iii The Euro Swingline Lenders
  86Part
  Iv The Sek Swingline Lenders
  87Part
  V The Original Obligors
  88Schedule
  2 CONDITIONS PRECEDENT
  90Part
  I Conditions Precedent
  90Part
  Ii Additional Obligor Conditions Precedent
  92Schedule
  3 UTILISATION REQUEST
  94Schedule
  4 FORM OF TRANSFER CERTIFICATE
  96Schedule
  5 TIMETABLES
  98Schedule
  6 FORM OF ACCESSION LETTER
  100Schedule
  7 FORM OF RESIGNATION LETTER
  101Schedule
  8 MANDATORY COST
  102Schedule
  9 MATERIAL SUBSIDIARIES
  104


THIS AGREEMENTis dated 4 July 2005
(as amended and restated by the terms of an amendment and restatement agreement
dated 27 June 2007) and made between:  (1)ABB LTD, a
company incorporated in Switzerland whose registered office is at Affolternstrasse
44, CH-8050 Zurich, Switzerland (ABB);  (2)THE SUBSIDIARIES  OF ABBlisted in Part V
of Schedule 1 (The Original Obligors)
as original borrowers (the Original
Borrowers);  (3)ABB AND THE SUBSIDIARIES OF ABBlisted in Part V of Schedule 1 (The Original Obligors) as original guarantors (the Original Guarantors);  (4)BARCLAYS CAPITAL, BAYERISCHE HYPO-UND
VEREINSBANK AG, BNP PARIBAS, CITIGROUP GLOBAL MARKETS LIMITED, COMMERZBANK  AKTIENGESELLSCHAFT, CREDIT
SUISSE, DEUTSCHE BANK AG, DRESDNER KLEINWORT  THE INVESTMENT BANKING DIVISION
OF DRESDNER BANK AG (acting through DRESDNER BANK AG, NIEDERLASSUNG LUXEMBURG),
HANDELSBANKEN CAPITAL MARKETS, SVENSKA HANDELSBANKEN AB (publ), HSBC BANK PLC,
NORDEA BANK AB (publ) and  MERCHANT
BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB (PUBL)as mandated lead
arrangers (the Mandated Lead Arrangers);  (5)THE FINANCIAL INSTITUTIONSlisted in Schedule 1 (The
Original Lenders) in their respective capacities as original lenders
(the Original Lenders);  (6)CREDIT SUISSEin
its capacity as facility agent (the Facility
Agent);  (7)CREDIT SUISSE, CAYMAN ISLANDS BRANCH in its capacity as
dollar swingline agent (the Dollar Swingline
Agent);  (8)CREDIT SUISSEin
its capacity as euro swingline agent (the Euro
Swingline Agent); and  (9)MERCHANT BANKING, SKANDINAVISKA ENSKILDA
BANKEN, AB (PUBL)in its capacity as SEK swingline
agent (the SEK Swingline Agent).  IT IS AGREEDas follows:  SECTION 1 INTERPRETATION  1.DEFINITIONS AND INTERPRETATION  1.1Definitions  In this
Agreement:  Accession Letter means a Borrower
Accession Letter or a Guarantor Accession Letter.  1


Additional Borrower means any wholly owned
Subsidiary of ABB that has become an Additional Borrower in accordance with
Clause 24.2 (Additional Borrowers).  Additional Guarantor means any wholly
owned Subsidiary of ABB that has become an Additional Guarantor in accordance
with Clause 24.4 (Additional Guarantors).  Additional Obligor means an Additional
Borrower or Additional Guarantor.  Advance means any Revolving Advance and,
unless the context otherwise requires, a Swingline Advance.  Affiliate means, in relation to any
person, a Subsidiary of that person or a Holding Company of that person or any
other Subsidiary of that Holding Company.  Agents means the Dollar Swingline Agent,
the Euro Swingline Agent, the SEK Swingline Agent and the Facility Agent, and Agent means, as the context may require,
any of them.  Agreed Jurisdiction means any of the
United States of America, Switzerland, Guernsey, any country that is, at the
date of this Agreement, a member of the European Union and any other country
approved by all the Lenders.  Authorisation means an authorisation,
consent, approval, resolution, licence, exemption, filing or registration.  Availability Period means the period from
the date of this Agreement up to and including the date falling one week before
the Termination Date.  Available Commitment means a Lenders
Commitment minus:  (a)the Base Currency Amount of its participation in any outstanding
Advances; and  (b)in relation to any proposed Utilisation, the Base Currency Amount of
its participation in any Advances that are due to be made on or before the
proposed Utilisation Date,  other
than, in either case, that Lenders participation in any Advances that are due
to be repaid or prepaid on or before the proposed Utilisation Date.  Available Dollar Swingline Commitment
means a Dollar Swingline Lenders Dollar Swingline Commitment minus:  (a)the Base Currency Amount of its participation in any outstanding
Dollar Swingline Advances; and  (b)in relation to any proposed Utilisation by way of a Dollar Swingline
Advance, the Base Currency Amount of its participation in any Dollar Swingline
Advances that are due to be made on or before the proposed Utilisation Date,  2


other
than, in either case, that Dollar Swingline Lenders participation in any
Dollar Swingline Advances that are due to be repaid or prepaid on or before the
proposed Utilisation Date.  Available Dollar Swingline Facility means
the aggregate for the time being of each Dollar Swingline Lenders Available
Dollar Swingline Commitment.  Available Euro Swingline Commitment means
a Euro Swingline Lenders Euro Swingline Commitment minus:  (a)the Base Currency Amount of its participation in any outstanding
Euro Swingline Advances; and  (b)in relation to any proposed Utilisation by way of a Euro Swingline
Advance, the Base Currency Amount of its participation in any Euro Swingline
Advances that are due to be made on or before the proposed Utilisation Date,  other
than, in either case, that Euro Swingline Lenders participation in any Euro
Swingline Advances that are due to be repaid or prepaid on or before the
proposed Utilisation Date.  Available Euro Swingline Facility means
the aggregate for the time being of each Euro Swingline Lenders Available Euro
Swingline Commitment.  Available Facility means the aggregate for
the time being of each Lenders Available Commitment.  Available SEK Swingline Commitment means a
SEK Swingline Lenders SEK Swingline Commitment minus:  (a)the Base Currency Amount of its participation in any outstanding SEK
Swingline Advances; and  (b)in relation to any proposed Utilisation by way of a SEK Swingline
Advance, the Base Currency Amount of its participation in any SEK Swingline
Advances that are due to be made on or before the proposed Utilisation Date,  other
than, in either case, that SEK Swingline Lenders participation in any SEK
Swingline Advances that are due to be repaid or prepaid on or before the
proposed Utilisation Date.  Available SEK Swingline Facility means the
aggregate for the time being of each SEK Swingline Lenders Available SEK
Swingline Commitment.  Base Currency means Dollars.  Base Currency Amount means, in relation to
an Advance, the amount specified in the Utilisation Request delivered by the
relevant Borrower for that Advance (or, if the amount requested is not
denominated in the Base Currency, that amount converted into the Base Currency
at the Facility Agents Spot Rate of Exchange on the date which is  3


3
Business Days before the Utilisation Date or, if later, on the date the
Facility Agent receives the Utilisation Request) adjusted to reflect any
repayment or prepayment of the Advance.  Borrower Accession Letter means a letter
substantially in the form set out in Schedule 6 (Form of Accession Letter).  Borrowers means each Original Borrower and
each Additional Borrower, provided that
it has not been released from its rights and obligations under this Agreement
in accordance with Clause 24.3 (Resignation
of a Borrower).  Break Costs means the amount (if any) by
which:  (a)the interest (excluding the Margin), which a Lender should have
received for the period from the date of receipt of all or any part of its
participation in an Advance or Unpaid Sum to the last day of the current
Interest Period in respect of that Advance or Unpaid Sum, had the principal
amount or Unpaid Sum received been paid on the last day of that Interest
Period;  exceeds:  (b)the amount which that Lender would be able to obtain by placing an
amount equal to the principal amount or Unpaid Sum received by it on deposit
with a leading bank in the Relevant Interbank Market for a period starting on
the Business Day following receipt or recovery and ending on the last day of
the current Interest Period.  Business Day
means:  (a)in relation to a Dollar Swingline Advance a day (other than a
Saturday or a Sunday) on which banks are open for general business in New York;  (b)in relation to a SEK Swingline Advance a day (other than a Saturday
or a Sunday) on which banks are open for general business in Stockholm;  (c)in relation to any Advance (not being a Dollar Swingline Advance or
a SEK Swingline Advance) a day (other than a Saturday or Sunday) on which banks
are open for general business in London, and:  (i)(in relation to any date for payment or purchase of a currency other
than Euro) the principal financial centre of the country of that currency; or  (ii)(in relation to any date for payment or purchase of Euro) any TARGET
Day; and  (d)for all other purposes, a day (other than a Saturday or Sunday) on
which banks are open for general business in London.  4


Commitment means:  (a)in relation to an Original Lender, the amount in the Base Currency
set opposite its name under the heading Commitment
in Part I of Schedule 1 (The Original
Lenders) and the amount of any other Commitment transferred to it
under this Agreement; and  (b)in relation to any other Lender, the amount of any Commitment
transferred to it under this Agreement,  to the
extent not cancelled, reduced or transferred by it under this Agreement.  Default means an Event of Default or any
event or circumstance specified in Clause 22 (Events
of Default) which (with the expiry of a grace period or the giving
of any notice specified in Clause 22 (Events
of Default)) would be an Event of Default.  Dollar Swingline Advance means any advance
made or to be made under the Dollar Swingline Facility pursuant to a
Utilisation Request under Clause 5.5 (Delivery
of a Utilisation Request for a Swingline Advance).  Dollar Swingline Commitment means:  (a)in relation to an Original Lender which is a Dollar Swingline
Lender, the amount set opposite its name under the heading Dollar Swingline Commitment in Part II
of Schedule 1 (The Dollar Swingline Lenders)
and the amount of any other Dollar Swingline Commitment transferred to it under
this Agreement; and  (b)in relation to any other Dollar Swingline Lender, the amount of any
Dollar Swingline Commitment transferred to it under this Agreement,  to the
extent not cancelled, reduced or transferred by it under this Agreement.  Dollar Swingline Facility means the dollar
swingline facility forming part of the Facility as described in paragraph (a)(i) of
Clause 2.1 (The Facility).  Dollar Swingline Lender means:  (a)any Original Lender whose name is set out in Part II of
Schedule 1 (The Dollar Swingline Lenders);
and  (b)any bank which has become a Party as a Lender in accordance with
Clause 23 (Changes to the Lenders)
and to whom a Dollar Swingline Commitment has been transferred,  which
in each case has not ceased to have a Dollar Swingline Commitment.  Dollar Swingline
Rate means, at any time, the higher of:  (a)the Prime Rate; and  (b)the Federal Funds Effective Rate plus 0.50 per cent per annum.  5


Dutch Borrower means ABB Capital B.V. and
any Additional Borrower which is incorporated or established in The
Netherlands.  Dutch Civil Code means the Dutch Civil
Code (Burgerlijk Wetboek).  Dutch Obligor means each Obligor
incorporated or established in the Netherlands.  Environmental Law means any applicable law
in any jurisdiction in which any Group Company conducts business which relates
to the pollution or protection of the environment or harm to or the protection
of human health or the health of animals or plants.  ERISA means the Employee Retirement Income
Security Act of 1974 of the United States of America and the regulations
promulgated and the rulings issued thereunder.  EURIBOR means, in relation to any Advance
(other than a Euro Swingline Advance) in Euro:  (a)the applicable Screen Rate; or  (b)(if no Screen Rate is available for the period of that Advance) the
arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Facility Agent at its request quoted by the Reference Banks to
leading banks in the European interbank market,  as of
the Specified Time on the Quotation Day for the offering of deposits in Euro
for a period comparable to the Interest Period of the relevant Advance.  Euro Swingline Advance means any advance
made or to be made under the Euro Swingline Facility pursuant to a Utilisation
Request under Clause 5.5 (Delivery of a
Utilisation Request for a Swingline Advance).  Euro Swingline
Commitment means:  (a)in relation to an Original Lender which is a Euro Swingline Lender,
the amount (in the Base Currency) set opposite its name under the heading Euro Swingline Commitment in Part III
of Schedule 1 (The Euro Swingline Lenders)
and the amount of any other Euro Swingline Commitment transferred to it under
this Agreement; and  (b)in relation to any other Euro Swingline Lender, the amount of any
Euro Swingline Commitment transferred to it under this Agreement, to the extent
not cancelled, reduced or transferred by it under this Agreement.  Euro Swingline Facility means the euro
swingline facility forming part of the Facility as described in paragraph (a)(ii) of
Clause 2.1 (The Facility).  6


Euro Swingline
Lender means:  (a)any Original Lender whose name is set out in Part III of
Schedule 1 (The Euro Swingline Lenders);
and  (b)any bank which has become Party as a Lender in accordance with
Clause 23 (Changes to the Lenders)
and to whom a Euro Swingline Commitment has been transferred,  which
in each case has not ceased to have a Euro Swingline Commitment.  Euro Swingline Rate means, at any time,
the aggregate of:  (a)the arithmetic mean of the rates per annum (rounded upwards to four
decimal places) as supplied to the Euro Swingline Agent at its request quoted
by each Reference Bank to lending banks in the European Interbank market as of
11.00 a.m. Brussels time on the Utilisation Date for that Euro Swingline
Advance for the offering of deposits in Euro for a period comparable to the
Interest Period for the relevant Euro Swingline Loan and for settlement on that
day;  (b)the Margin; and  (c)the Mandatory Cost (if any).  Event of Default means any event or circumstance
specified as such in Clause 22 (Events of
Default).  Exemption Regulation means the Dutch
exemption regulation dated 26 June 2002 (Vrijstellingsregeling
Wtk 1992) (as amended from time to time) as promulgated in
connection with the WTK.  Existing Credit Facility means the
US$1,000,000,000 revolving credit facility made available pursuant to a
multicurrency revolving facilities agreement dated 17 November 2003, as
amended from time to time.  Existing Lender has the meaning given to
that term in Clause 23.1 (Assignments and
Transfers by the Lenders).  Facility means the loan facility made
available under this Agreement as described in paragraph (a) of Clause 2.1
(The Facility) incorporating an
optional dollar swingline facility, an optional euro swingline facility and an
optional SEK swingline facility.  Facility Agents Spot Rate of Exchange
means the Facility Agents Spot Rate of Exchange for the purchase of the
relevant currency with the Base Currency in the London foreign exchange market
at or about 11:00 a.m. on a particular day.  Facility Office
means:  (a)in relation to a Lender (other than in such Lenders capacity as a
Dollar Swingline Lender, a Euro Swingline Lender or a SEK Swingline Lender),
the  7


office identified as such opposite such
Lenders name in Part I of Schedule 1 (The
Original Lenders) (or, in the case of a transferee, at the end of
the Transfer Certificate to which it is a party as transferee) or such other
office as it may from time to time select;  (b)in relation to a Dollar Swingline Lender, its office in the United
States of America in the same time zone as New York City identified as such
opposite such Dollar Swingline Lenders name in Part II of Schedule 1 (The Dollar Swingline Lenders) (or in the
case of a transferee, at the end of the Transfer Certificate to which it is a
party as transferee), or such other office in the United States of America in
the same time zone as New York City as it may from time to time select;  (c)in relation to a Euro Swingline Lender, its office identified as
such opposite such Euro Swingline Lenders name in Part III of Schedule 1
(The Euro Swingline Lenders) (or
in the case of a transferee, at the end of the Transfer Certificate to which it
is a party as transferee) or such other office as it may from time to time
select; and  (d)in relation to a SEK Swingline Lender, its office identified as such
opposite such SEK Swingline Lenders name in Part IV of Schedule 1 (The SEK Swingline Lenders) (or in the case
of a transferee, at the end of the Transfer Certificate to which it is a party
as transferee) or such other office as it may from time to time select.  Federal Funds Effective Rate shall mean, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the United States Federal Reserve System arranged by federal funds
brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for the day for such transactions received by
the applicable Agent from three federal funds brokers of recognised standing
selected by it.  Fee Letter means the fees letter dated on
or around the date of this Agreement from the Mandated Lead Arrangers to ABB,
the agency fees letter from the Facility Agent to ABB, the swingline agency
fees letter dated on or around the date of this Agreement from the SEK
Swingline Agent to ABB and the amendment fee letter from ABB to the Facility
Agent setting out the fees referred to in Clause 12 (Fees).  Finance Document means this Agreement, any
Fee Letter, any Accession Letter, any Resignation Letter, any other document
designated as such in writing by the Facility Agent and ABB.  Finance Party means any of the Agents, the
Mandated Lead Arrangers and the Lenders.  8


GAAP means,
in relation to a company, generally accepted accounting principles in its
jurisdiction of incorporation or the U.S.  Group means
ABB and its Subsidiaries and Group Company
means any one of them.  Guarantors
means each of the Original Guarantors and each Additional Guarantor, provided that such company has not been
released from its rights and obligations hereunder in accordance with Clause
24.6 (Resignation of a Guarantor).  Guarantor Accession
Letter means a letter substantially in the form set out in Schedule
6 (Form of Accession Letter).  Holding Company
means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.  IBOR means,
as appropriate, LIBOR, STIBOR, or EURIBOR.  Indebtedness
means, in relation to a person, its obligations (whether present or future,
actual or contingent, as principal or surety) for the payment or repayment of
money (whether in respect of interest, principal or otherwise) incurred in
respect of:  (a)moneys borrowed;  (b)any bond, note, loan stock, debenture or similar
instrument;  (c)any acceptance credit, bill discounting, note
purchase, factoring or documentary credit facility (or dematerialised
equivalent);  (d)any lease required under GAAP to be treated as a
finance lease;  (e)receivables sold or discounted (other than any
receivables to the extent that they are sold on a non-recourse basis);  (f)any guarantee, bond, stand-by letter of credit
or other similar instrument issued in connection with the performance of
payment obligations;  (g)any interest rate or currency swap agreement or
any other hedging or derivatives instrument or agreement;  (h)any arrangement entered into primarily as a
method of raising finance pursuant to which any asset sold or otherwise
disposed of by that person is or may be leased to or re-acquired by a Group
Company (whether following the exercise of an option or otherwise); or  (i)any guarantee, indemnity or similar insurance
against financial loss given in respect of the obligation of any person falling
within any of paragraphs (a) to (g) above.  9


Information Memorandum
means the document concerning the Group prepared by ABB in relation to the
Facility and distributed to selected banks prior to the date of this Agreement.  Interest Period
means, in relation to an Advance, each period determined in accordance with
Clause 10 (Interest Periods) and,
in relation to an Unpaid Sum, each period determined in accordance with Clause
9.3 (Default interest).  Lender means:  (a)any Original Lender; and  (b)any bank which has become a Party as a Lender in
accordance with Clause 23 (Changes to the
Lenders),  which in each case has not ceased to be a Party in accordance
with the terms of this Agreement.  LIBOR means,
in relation to any Advance (other than an Advance in Euro or a Swingline
Advance):  (a)the applicable Screen Rate; or  (b)(if no Screen Rate is available for the currency
or period of that Advance) the arithmetic mean of the rates (rounded upwards to
four decimal places) as supplied to the Facility Agent at its request quoted by
the Reference Banks to leading banks in the London interbank market,  as of the Specified Time on the Quotation Day for the offering
of deposits in the currency of that Advance and for a period comparable to the
Interest Period for that Advance.  Majority Lenders
means a Lender or Lenders:  (a)whose share in the outstanding Advances then
aggregate more than 662/3 % of the aggregate of all the
outstanding Advances;  (b)if there is no Advance then outstanding, whose
Commitments aggregate more than 662/3 % of the Total
Commitments; or  (c)if there is no Advance then outstanding and the
Total Commitments have been reduced to zero, whose Commitments aggregate more
than 662/3 % of the Total Commitments immediately before the
reduction.  Mandatory Cost
means the percentage rate per annum calculated by the Facility Agent in
accordance with Schedule 8 (Mandatory Cost).  Margin means, at any time in relation to
an Advance (other than a Dollar Swingline Advance) 17.5 basis points per annum.  10


Material Adverse Effect
means a material adverse effect on the ability of the Obligors (taken as a
whole) to perform their payment obligations under the Finance Documents.  Material Subsidiary
shall mean:  (a)as at the date of this Agreement, each Borrower
and any Subsidiary of ABB that is listed in Schedule 9 (Material Subsidiaries); and  (b)at any time thereafter, each Borrower and any
Subsidiary of ABB that:  (i)is the holding company of a country (and not a
region) that, together with its Subsidiaries, has combined third-party revenues
or assets (from non-affiliated parties), prepared in accordance with accounting
principles generally accepted in the United States, in excess of 5 per cent. of
the consolidated revenues or consolidated total assets of the Group for the
most recently completed fiscal year;  (ii)on a non-consolidated basis, has combined
third-party revenues or assets (from non-affiliated third parties), prepared in
accordance with accounting principles generally accepted in the United States,
in excess of 10 per cent. of the consolidated revenues or consolidated total assets
of the Group for the most recently completed fiscal year; or  (iii)has any notes, bonds, debenture stock, loan
stock or other securities outstanding to non-affiliated third parties in
respect of which a guarantee, keep-well agreement or other credit support has
been provided by ABB,  provided always that for purposes of this definition the
term revenues and assets shall exclude any revenues or, as the case may be,
assets attributable to activities classified by ABB as non-core or as
discontinued operations.  Month means a
period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:  (a)(subject to paragraph (c) below) if the
numerically corresponding day is not a Business Day, that period shall end on
the next Business Day in that calendar month in which that period is to end if
there is one, or if there is not, on the immediately preceding Business Day;  (b)if there is no numerically corresponding day in
the calendar month in which that period is to end, that period shall end on the
last Business Day in that calendar month; and  (c)if an Interest Period begins on the last
Business Day of a calendar month, that Interest Period shall end on the last
Business Day in the calendar month in which that Interest Period is to end.  The above rules will only apply to the last Month of
any period.  11


Moodys means
Moodys Investor Services, Inc., or any successor thereto.  New Lender
has the meaning given to that term in Clause 23.1 (Assignment and transfers by the Lenders).  Obligors
means the Borrowers and the Guarantors.  Optional Currency
means a currency (other than the Base Currency) which complies with the
conditions set out in Clause 4.3 (Conditions
relating to Optional Currencies).  Original Obligors
means the Original Borrowers and the Original Guarantors.  Original Financial
Statements means:  (a)in relation to ABB, the audited consolidated
financial statements of the Group for the financial year ended 31 December 2004;  (b)in relation to each Original Obligor (other than
ABB), its audited financial statements for its financial year ended 31 December 2004;
and  (c)in relation to any Additional Obligor, its
audited financial statements delivered pursuant to Part II of Schedule 2 (Additional Obligor Conditions Precedent).  Outstandings
means the aggregate of the Base Currency Amount from time to time of each of
the Advances.  Participating Member
State means any member state of the European Communities that
adopts or has adopted the Euro as its lawful currency in accordance with
legislation of the European Union relating to European Monetary Union.  Party means a
party to this Agreement and includes its successors in title, permitted assigns
and permitted transferees.  PMP means a
professional market party (professionele
marktpartij) within the meaning of the Exemption Regulation.  Policy Guidelines
means the 2005 Dutch Central Banks Policy Guidelines (issued in relation to
the Exemption Regulation) dated 29 December 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en
handhaving Wtk 1992) as amended from time to time.  Prime Rate
means, in respect of any Dollar Swingline Advance, for any day, the rate of
interest per annum determined from time to time by the Dollar Swingline Agent
to be its prime rate in effect at its principal office in New York City and
notified to the relevant Borrower.  Project Company
means any Subsidiary of ABB:  (a)which is a single purpose company whose primary
purpose is to invest in, lend to or carry out a specific project or portfolio
of projects; and  12


(b)none of whose liabilities to repay Project
Finance Indebtedness are the subject of security or a guarantee, indemnity or
any similar form of assurance, undertaking or support by any Group Company save
to the extent described in the definition of Project Finance Indebtedness.  Project Finance
Indebtedness means:  (a)any Indebtedness of a Project Company incurred
to finance the project constituted by the assets and business of such Project
Company or any Indebtedness of such Project Company incurred to refinance any
such aforementioned Indebtedness; and  (b)where neither the persons to whom such
Indebtedness is owed (whether or not a Group Company) nor any other person
shall have any recourse whatsoever to any Group Company (other than such
Project Company) for the repayment or payment of any sum relating to such Indebtedness
other than recourse directly or indirectly to any Group Company under any form
of assurance or undertaking, which recourse (1) is limited to the
enforcement of any share pledge granted by a Group Company over its shares in
such Project Company or the enforcement of any security granted over a
shareholder loan between a Group Company and such Project Company and/or (2) is
limited to a claim for damages for breach of an obligation (not being a payment
obligation) of the person against whom that recourse is available and/or (3) entitles
the creditor for that Indebtedness or the relevant Project Company, upon
default by the Project Company (or in other circumstances specified in the
documentation relating to the project) to require a payment to be made (whether
to or for the benefit of that creditor, the Project Company or another person),
provided that, in the case of (3),
where that payment is capable of being for an amount which is material either
alone or as a percentage of the Indebtedness financing that project, such
recourse is capable of being called on only during the period on or prior to
practical completion of the project or of that portion of that project being
financed by that Indebtedness; or  (c)which the Majority Lenders shall have agreed to
treat as Project Finance Indebtedness for the purposes of this Agreement.  Qualifying Lender
has the meaning given to such term in Clause 13.1 (Definitions).  Qualifying Subsidiary
means any Subsidiary of ABB that is incorporated in an Agreed Jurisdiction.  Quotation Day
means, in relation to any period for which an interest rate is to be determined
(other than in respect of a Swingline Advance):  (a)(if the currency is Sterling) the first day of
that period;  (b)(if the currency is Euro) two TARGET Days before
the first day of that period; or  13


(c)(for any other currency) two Business Days
(which for these purposes only shall mean a day on which banks are open for
general business in London) before the first day of that period,  unless market practice differs in the Relevant Interbank
Market for a currency, in which case the Quotation Day for that currency will
be determined by the Facility Agent in accordance with market practice in the
Relevant Interbank Market (and if quotations would normally be given by leading
banks in the Relevant Interbank Market on more than one day, the Quotation Day
will be the last of those days).  Reference Banks
means, other than in relation to STIBOR, the principal London offices of
Citibank, N.A., Credit Suisse, Barclays Bank PLC and HSBC Bank plc and, in
relation to STIBOR, the principal London offices of Nordea Bank AB (publ),
Skandinaviska Enskilda Banken AB (publ) and Svenska Handesbanken AB, or such
other banks as may be appointed by the Facility Agent in consultation with ABB.  Relevant Interbank Market
means in relation to Euro, the European interbank market and, in relation to
any other currency, the London interbank market.  Reservations
means any general principles of law which are set out as qualifications as to
matters of law in any legal opinion delivered to the Facility Agent under
Schedule 2 (Conditions Precedent).  Resignation Letter
means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).  Revolving Advance
means an advance made or to be made under the Facility (including, unless the
context otherwise requires, any Dollar Swingline Advance, Euro Swingline
Advance or SEK Swingline Advance) or the principal amount outstanding for the
time being of that advance.  Rollover Advance
means one or more Advances (other than Swingline Advances):  (a)made or to be made on the same day that a
maturing Advance is due to be repaid;  (b)the aggregate amount of which is equal to or
less than the maturing Advance;  (c)in the same currency as the maturing Advance
(unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and  (d)made or to be made to a Borrower for the purpose
of refinancing a maturing Advance made to such Borrower.  S&P means
Standard & Poors Ratings Group, a division of The McGraw-Hill
Companies or any successor thereto.  Screen Rate
means:  14


(a)in relation to LIBOR, the British Bankers
Association Interest Settlement Rate for the relevant currency and period;  (b)in relation to EURIBOR, the percentage rate per
annum determined by the Banking Federation of the European Union for the
relevant period; and  (c)in relation to STIBOR, the percentage rate per
annum for the relevant period,  displayed on the appropriate page of the Telerate
screen.  If the agreed page is
replaced or service ceases to be available, the Facility Agent may specify
another page or service displaying the appropriate rate after consultation
with ABB and the Lenders.  Securitisations
means:  (a)the securitisation programme established by
various Group Companies and Toedi Limited and currently including Credit
Suisse, New York Branch as Programme Administrator, such programme being
initially established on 19 December 2000;  (b)the securitisation programme established by
various Group Companies and arranged by Citibank, N.A. (as operating agent)
such programme being initially established on or around 17 December 1999;  (c)any other local or global securitisation
programme from time to time established (including as of the date of this
Agreement) by any Group Company,  each as may be modified, supplemented, renewed, substituted,
varied or amended.  Security
means any mortgage, charge, assignment by way of security, pledge,
hypothecation, lien and any other security interest of any kind whatsoever.  SEK Swingline Advance
means any advance made or to be made under the SEK Swingline Facility pursuant
to a Utilisation Request under Clause 5.5 (Delivery
of a Utilisation Request for a Swingline Advance).  SEK Swingline Commitment
means:  (a)in relation to an Original Lender which is a SEK
Swingline Lender, the amount (in the Base Currency) set opposite its name under
the heading SEK Swingline Commitment
in Part IV of Schedule 1 (The SEK
Swingline Lenders) and the amount of any other SEK Swingline
Commitment transferred to it under this Agreement; and  (b)in relation to any other SEK Swingline Lender,
the amount of any SEK Swingline Commitment transferred to it under this
Agreement,  to the extent not cancelled, reduced or transferred by it
under this Agreement.  SEK Swingline Facility
means the SEK swingline facility forming part of the Facility as described in
paragraph (a)(iii) of Clause 2.1 (The
Facility).  15


SEK Swingline Lender
means:  (a)any Original Lender whose name is set out in Part IV
of Schedule 1 (The SEK Swingline Lenders);
and  (b)any bank which has become a Party as a Lender in
accordance with Clause 23 (Changes to the
Lenders) and to whom a SEK Swingline Commitment has been
transferred,  which in each case has not ceased to have a SEK Swingline
Commitment.  SEK Swingline Rate
means, at any time the aggregate of the applicable:  (a)Margin per annum; and  (b)the arithmetic mean of the rates (rounded
upwards to four decimal places) as supplied to the SEK Swingline Agent at its
request by the Reference Banks to leading banks in the European interbank
market as of 11.00 a.m. Stockholm time on the Utilisation Date for that
SEK Swingline Loan for the offering of deposits in SEK for a period comparable
to the Interest Period for the relevant SEK Swingline Loan and for settlement
on that day; and  (c)the Mandatory Cost (if any).  Specified Time
means a time determined in accordance with Schedule 5 (Timetables).  STIBOR means
in relation to any Advance in SEK:  (a)the applicable Screen Rate; or  (b)(if no Screen Rate is available for the relevant
currency or the period of that Advance), the arithmetic mean (rounded upward to
four decimal places) of the rates, as supplied to the Facility Agent at its
request, quoted by the Reference Banks to leading banks in the Stockholm interbank
market,  as of the Specified Time on the Quotation Day for the
offering of deposits in Swedish Krona for a period comparable to the Interest
Period for that Advance.  Subsidiary
means a subsidiary within the meaning of section 736 of the Companies Act 1985.  Swingline Advance
means a Dollar Swingline Advance, a Euro Swingline Advance or a SEK Swingline
Advance.  Swingline Agents
means the Dollar Swingline Agent, the Euro Swingline Agent and the SEK
Swingline Agent, and Swingline Agent
means any of them.  Swingline Lender
means a Dollar Swingline Lender, a Euro Swingline Lender or a SEK Swingline
Lender.  16


Swingline Rate
means the Dollar Swingline Rate, the Euro Swingline Rate or the SEK Swingline
Rate as the context may require.  TARGET means
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system.  TARGET Day
means any day on which TARGET is open for the settlement of payments in Euro.  Tax means any
tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to
pay or any delay in paying any of the same).  Taxes Act
means the Income and Corporation Taxes Act 1988.  Termination Date
means the fifth anniversary of the date of this Agreement.  Total Commitments
means the aggregate Commitments of the Lenders, being $2,000,000,000 at the
date of this Agreement.  Total Outstandings
means the aggregate from time to time of the Outstandings.  Total Swingline Facility
Amount means the higher of (a) the aggregate Dollar Swingline
Commitments, (b) the aggregate Euro Swingline Commitments and (c) the
aggregate SEK Swingline Commitments, being $750,000,000 as at the date of this
Agreement.  Transfer Certificate
means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any
other form agreed between the Facility Agent and ABB.  Transfer Date
means, in relation to a transfer, the later of:  (a)the proposed Transfer Date specified in the
Transfer Certificate; and  (b)the date on which the Facility Agent executes
the Transfer Certificate.  Unpaid Sum
means any sum due and payable but unpaid by a Borrower under the Finance
Documents.  Utilisation
means a utilisation of the Facility.  Utilisation Date
means the date of a Utilisation, being the date on which an Advance is to be
made.  Utilisation Request
means a notice substantially in the form set out in Schedule 3 (Utilisation Request).  VAT means
value added tax as provided for in the Value Added Tax Act 1994 and any other
tax of a similar nature.  17


Verifiable PMP
means a PMP whose status as such may be determined on the basis of:  (a)its entry in Dutch public register (including
on-line registers available on the internet) as referred to in Clauses 1.e.1
through 1.e.5 of the Exemption Regulation; or  (b)a public register published by a regulator of a
country as referred to in Clause 1.e.11 of the Exemption Regulation exercising
prudential supervision over the PMP to the extent generally accessible via the
internet.  WTK means the
Dutch Act on the Supervision of Credit Institutions 1992 (Wet toezicht kredietwezen 1992) (as
amended from time to time).  1.2Construction  (a)Any reference in this Agreement to:  (i)assets
includes present and future properties, revenues and rights of every
description;  (ii)Barclays Capital
is a reference to Barclays Capital, the investment banking division of Barclays
Bank PLC;  (iii)the European interbank
market means the interbank market for Euro operating in
Participating Member States;  (iv)a Finance Document
or any other agreement or instrument is a reference to that Finance Document or
other agreement or instrument as amended or novated;  (v)a person
includes any person, firm, company, corporation, government, state or agency of
a state or any association, trust or partnership (whether or not having
separate legal personality) or two or more of the foregoing;  (vi)a regulation
includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law,
the compliance with which is customary) of any governmental, intergovernmental
or supranational body, agency, department or regulatory, self-regulatory or
other authority or organisation;  (vii)a financial year
in relation to ABB, means a period in respect of which it is required to
produce annual audited financial statements;  (viii)a provision of law is a reference to that provision as
amended or re-enacted; and  (ix)unless a contrary indication appears, a time of day is a
reference to London time.  18


(b)Where there is a reference in this Agreement to any amount,
limit or threshold specified in Dollars, in ascertaining whether or not that
amount, limit or threshold has been attained, broken or achieved, as the case
may be, a non-Dollar amount shall, unless the context otherwise requires or the
contrary is indicated, be counted on the basis of the equivalent in Dollars of
that amount using the Facility Agents Spot Rate of Exchange.  (c)Section, Clause and Schedule headings are for ease of
reference only.  (d)Unless a contrary indication appears, a term used in any
other Finance Document or in any notice given under or in connection with any
Finance Document has the same meaning in that Finance Document or notice as in
this Agreement.  (e)A Default is continuing
if it has not been remedied or waived.  1.3Dutch Terms  In this Agreement, where it relates to a Dutch entity, a
reference to:  (a)a necessary action to authorise where applicable, includes
without limitation:  (i)any action required to comply with the Dutch Works Councils
Act (Wet op de ondernemingsraden);
and  (ii)obtaining an unconditional positive advice (advies) from the competent works
council(s);  (b)a winding-up, administration or dissolution includes a Dutch
entity being:  (i)declared bankrupt (failliet
verklaard);  (ii)dissolved (ontbonden);  (c)a moratorium includes surséance
van betalingand granted a moratorium includes surséance verleend;  (d)a trustee in bankruptcy includes a curator;  (e)an administrator includes a bewindvoerder;  (f)a(n) (administrative) receiver does not include a curator or bewindvoerder; and  (g)an attachment includes a beslag.  1.4Currency
Symbols and Definitions  $ and Dollars denote the lawful currency of the
United States of America, £ and Sterling denote the lawful currency of the
United Kingdom, Euro denotes the
single currency unit of the European Union as constituted by the Treaty of Rome
(as amended) and SEK denotes the
lawful currency of Sweden.  19


1.5Third Party Rights  A person who is not a Party has no right under the Contract
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement.  20


SECTION 2 THE FACILITY   2.THE FACILITY  2.1The Facility  (a)Subject to the terms of this Agreement, the
Lenders make available to the Borrowers, a multicurrency revolving credit
facility (the Facility) in a
maximum aggregate amount of $2,000,000,000, including within it the following
sub-facilities:  (i)a Dollar revolving swingline facility (the Dollar Swingline Facility) in a maximum
aggregate amount equal to the aggregate Dollar Swingline Commitments;  (ii)a Euro revolving swingline facility (the Euro Swingline Facility) in a maximum Base
Currency Amount equal to the aggregate Euro Swingline Commitments; and  (iii)a SEK revolving swingline facility (the SEK Swingline Facility) in a maximum Base
Currency Amount equal to the aggregate SEK Swingline Commitments.  (b)A Borrower shall only be entitled to utilise the
Facility for so long as it is a Qualifying Subsidiary.  2.2Lenders rights and obligations  (a)The obligations of each Lender under the Finance
Documents are several.  Failure by a
Lender to perform its obligations under the Finance Documents does not affect
the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the
obligations of any other Finance Party under the Finance Documents.  (b)The rights of each Lender under or in connection
with the Finance Documents are separate and independent rights and any debt
arising under the Finance Documents to a Lender from any of the Obligors shall
be a separate and independent debt.  (c)A Finance Party may, except as otherwise stated
in the Finance Documents, separately enforce its rights under the Finance
Documents.  2.3Facility Offices  (a)Subject to paragraph (b) below, a Lender
may (i) change its Facility Office for the purpose of this Agreement
and/or (ii) nominate a different Facility Office for the purposes of
making a particular Advance or particular type of Advance to any Borrower, in
which event such Facility Office shall for the purposes of this Agreement be
its Facility Office for that Advance or that type of Advance but not otherwise.  21


(b)If a Lender changes its Facility Office or
nominates a different Facility Office, (i) that Lender will notify the
Facility Agent and ABB promptly (and, in any event, within 5 Business Days) of
such change or, as the case may be, nomination, and until it does so, the
Facility Agent and ABB will be entitled to assume that no such change has taken
place and (ii) if the country of such Facility Office is not subject to
the Financial Action Task Force any such change or, as the case may be,
nomination shall be subject to the prior written consent of the Facility Agent.  2.4Obligors right and obligations hereunder  (a)Each Obligor (other than ABB) by its execution
of this Agreement or an Accession Letter irrevocably appoints ABB to act on its
behalf as its agent in relation to the Finance Documents (in this capacity, the
Obligors Agent) and irrevocably
authorises (i) ABB on its behalf to supply all information concerning
itself contemplated by this Agreement to the Finance Parties and to give all
notices and instructions (including, in the case of a Borrower, Utilisation
Requests), to execute on its behalf any Accession Letter and to make such agreements
capable of being given or made by any Obligor notwithstanding that they may
affect such Obligor, without further reference to or the consent of such
Obligor and (ii) each Finance Party to give any notice, demand or other
communication to such Obligor pursuant to the Finance Documents to ABB on its
behalf, and in each case such Obligor shall be bound thereby as though such
Obligor itself had given such notices and instructions (including, without
limitation, any Utilisation Requests) or executed or made such agreements or
received any such notice, demand or other communication.  (b)Every act, omission, agreement, undertaking,
settlement, waiver, notice or other communication given or made by the Obligors
Agent or given to the Obligors Agent under this Agreement, or in connection
with this Agreement (whether or not known to any other Obligor and whether
occurring before or after such other Obligor became an Obligor under this
Agreement) shall be binding for all purposes on all other Obligors as if the other
Obligors had expressly made, given or concurred with the same. In the event of
any conflict between any notices or other communications of the Obligors Agent
and any other Obligor, those of the Obligors Agent shall prevail.  (c)An Obligors Agent may resign its appointment
hereunder by giving not less than ten Business Days prior written notice to
that effect to the Facility Agent, provided
that no such resignation shall be effective until a successor
consents in writing to the Facility Agent to be appointed.  3.PURPOSE  3.1Purpose  The Borrowers shall apply all amounts borrowed by it under
the Facility for the general corporate purposes of the Group, including,
without limitation, back-stop  22


financing for commercial paper facilities of the Group, provided that no Swingline Advance shall be
used to refinance another Swingline Advance.  3.2Monitoring  No Finance Party is bound to monitor or verify the
application of any amount borrowed pursuant to this Agreement.  4.CONDITIONS OF UTILISATION  4.1Initial conditions precedent  (a)No Utilisation Request may be served unless the
Facility Agent has received all of the documents and other evidence listed in Part I
of Schedule 2 (Conditions Precedent)
in form and substance reasonably satisfactory to the Facility Agent.  (b)The Facility Agent shall notify ABB and the
Lenders promptly upon the conditions set out in paragraph (a) of this
Clause 4.1 being satisfied.  4.2Further conditions precedent  (a)The Lenders will only be obliged to comply with
Clause 5.4 (Lenders participation)
and Clause 5.8 (Swingline Lenders
Participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date (in each case other than in the case of a Rollover
Advance):  (i)no Default is continuing or would result from
the proposed Advance;  (ii)the representations to be made by ABB pursuant to Clause
19.15 (Repetition) are true in
all respects; and  (iii)such proposed Utilisation Date is not within 30 days of ABB
providing notice to the Facility Agent in accordance with paragraph (a) of
Clause 8.3 (Mandatory Prepayment on Change
of Control).  (b)An Advance will not be made if it would result
in the Base Currency Amount of all Advances exceeding the Total Commitments.  4.3Conditions relating to Optional Currencies  A currency will constitute an Optional Currency in relation
to an Advance if it is SEK or Euro, or it is readily available in the amount
required and freely convertible into the Base Currency in the Relevant
Interbank Market on the Quotation Day and the Utilisation Date for that Advance
provided that there may not at any
time be Advances outstanding denominated in more than 5 Optional Currencies.  4.4Maximum number of Advances  (a)No Borrower may deliver a Utilisation Request if
as a result of the proposed Utilisation more than 10 Advances would be
outstanding.  (b)Any Advance made by a single Lender under Clause
6.2 (Unavailability of a currency)
shall not be taken into account in this Clause 4.4.  23


SECTION 3 UTILISATION  5.UTILISATION  5.1Delivery of a Utilisation Request  A Borrower may utilise the Facility (other than for the
purpose of drawing Swingline Advances, which may be drawn in accordance with
Clause 5.5 (Delivery of a Utilisation
Request for a Swingline Advance) by delivery to the Facility Agent
of a duly completed Utilisation Request not later than the Specified Time.  5.2Completion of a Utilisation Request  (a)Each Utilisation Request delivered to the
Facility Agent pursuant to Clause 5.1 (Delivery
of a Utilisation Request) is irrevocable and will not be regarded as
having been duly completed unless:  (i)the proposed Utilisation Date is a Business Day
within the Availability Period;  (ii)the currency and amount of the Utilisation comply with
Clause 5.3 (Currency and amount);
and  (iii)the proposed Interest Period complies with Clause 10 (Interest Periods).  (b)Only one Advance may be requested in each
Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request).  5.3Currency and amount  (a)The currency specified in a Utilisation Request
delivered to the Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request) must,
in the case of any Revolving Advance (not being a Swingline Advance), be the
Base Currency or an Optional Currency.  (b)The amount of the proposed Advance must be:  (i)if the currency selected is the Base Currency, a
minimum of $50,000,000 and an integral multiple of $10,000,000; or  (ii)if the currency selected is Euro, a minimum of
Euro50,000,000 and an integral multiple of Euro10,000,000; or  (iii)if the currency selected is SEK, a minimum amount of
SEK25,000,000 and an integral multiple of SEK5,000,000; or  (iv)if the currency selected is an Optional Currency (other than
SEK or Euro), in such minimum amount and multiple as the Facility Agent and ABB
may agree,  or, in any case, the amount of the Available Facility.  24


5.4Lenders participation  (a)Subject to the other terms of this Agreement,
each Lender shall, on the relevant Utilisation Date, make its participation in
each Advance available through its Facility Office.  (b)Subject to Clause 6.2 (Unavailability of a currency), the amount
of each Lenders participation in each Revolving Advance (not being a Swingline
Advance) will be equal to the proportion borne by its Available Commitment to
the Available Facility immediately prior to making the Advance.  (c)The Facility Agent shall notify each relevant
Lender of the amount, currency and the Base Currency Amount of each Advance at
the Specified Time.  5.5Delivery of a Utilisation Request for a
Swingline Advance  The Borrowers may utilise the Dollar Swingline Facility, the
Euro Swingline Facility or the SEK Swingline Facility by delivery to the
relevant Swingline Agent (with a copy to the Facility Agent) of a duly
completed Utilisation Request not later than the Specified Time.  5.6Completion of a Utilisation Request for a
Swingline Advance  (a)Each Utilisation Request delivered pursuant to
Clause 5.5 (Delivery of a Utilisation
Request for a Swingline Advance) is irrevocable and will not be
regarded as having been duly completed unless:  (i)it specifies whether the Swingline Advance is to
be a Dollar Swingline Advance, a Euro Swingline Advance or a SEK Swingline
Advance;  (ii)the proposed Utilisation Date is a Business Day within the
Availability Period;  (iii)the currency and amount of the Utilisation comply with
Clause 5.7 (Currency and amount);
and  (iv)the proposed Interest Period complies with Clause 10 (Interest Periods).  (b)Only one Swingline Advance may be requested in
each Utilisation Request delivered pursuant to Clause 5.5 (Delivery of a Utilisation Request for a Swingline
Advance).  5.7Currency and amount  (a)The currency specified in a Utilisation Request
delivered pursuant to Clause 5.5 (Delivery
of a Utilisation Request for a Swingline Advance) must be Dollars
(in the case of a Dollar Swingline Advance) or Euro (in the case of a Euro
Swingline Advance) or SEK (in the case of a SEK Swingline Advance).  (b)The amount of the proposed Swingline Advance
must be:  (i)in the case of a Dollar Swingline Advance, a minimum
of $50,000,000 and an integral multiple of $10,000,000 or, if less, the
Available Dollar Swingline Facility;  25


(ii)in the case of a Euro Swingline Advance, a minimum of Euro
50,000,000 and an integral multiple of Euro 10,000,000 or, if less, the
Available Euro Swingline Facility; or  (iii)in the case of a SEK Swingline Advance, a minimum of
SEK25,000,000 and an integral multiple of SEK5,000,000 or, if less, the
Available SEK Swingline Facility.  (c)The amount of a proposed Dollar Swingline
Advance or, as the case may be, the Base Currency Amount of a proposed Euro
Swingline Advance or, as the case may be, the Base Currency Amount of a
proposed SEK Swingline Advance must not, when aggregated with the Base Currency
Amount of all outstanding Swingline Advances, exceed the Total Swingline
Facility Amount and the Base Currency Amount of a proposed SEK Swingline
Advance must not, when aggregated with the Base Currency Amount of all
outstanding SEK Swingline Advances, exceed $200,000,000.  5.8Swingline Lenders participation  (a)If the conditions set out in this Agreement have
been met, each Dollar Swingline Lender (in the case of a Dollar Swingline
Advance), Euro Swingline Lender (in the case of a Euro Swingline Advance) or
SEK Swingline Lender (in the case of a SEK Swingline Advance) shall, on the
relevant Utilisation Date, make its participation in each Dollar Swingline
Advance (or Euro Swingline Advance or SEK Swingline Advance as applicable)
available through its Facility Office.  (b)The amount of each Swingline Lenders
participation in each Dollar Swingline Advance, Euro Swingline Advance or SEK
Swingline Advance will be equal to the proportion borne by its Available Dollar
Swingline Commitment or, as the case may be, Available Euro Swingline
Commitment or, as the case may be, Available SEK Swingline Commitment to the
Available Dollar Swingline Facility or, as the case may be, Available Euro
Swingline Facility or as the case may be, Available SEK Swingline Facility
immediately prior to making the Dollar Swingline Advance (or Euro Swingline
Advance or SEK Swingline Advance, as applicable).  (c)The relevant Swingline Agent shall notify each
relevant Swingline Lender of the amount, currency and the Base Currency Amount
of each Swingline Advance at the Specified Time.  5.9Automatic Revolving Advance  (a)In the event that a Borrower does not repay a
Swingline Advance made to it in full on the last day of its Interest Period, on
the Business Day falling 3 Business Days prior to such day, that Borrower shall
be deemed to have served a Utilisation Request for a Revolving Advance (not
being a Swingline Advance) to be made on such day in the amount and currency of
such Swingline Advance and with an Interest Period of 1 week and such Revolving
Advance shall be made on such day in accordance with Clause 5.4 (Lenders  26


participation) and the proceeds thereof applied in repayment
of the said Swingline Advance.  (b)Paragraph (a) of Clause 4.2 (Further conditions precedent) shall not
apply to any Revolving Advance to which this Clause 5.9 refers.  6.OPTIONAL CURRENCIES  6.1Selection of currency  The relevant Borrower shall select the currency of an
Advance in a Utilisation Request.  6.2Unavailability of a currency  If before the Specified Time on any Quotation Day:  (a)the Facility Agent has received notice from a
Lender that the Optional Currency (other than Euro, Sterling or SEK) requested
is not readily available to it in the amount required; or  (b)a Lender notifies the Facility Agent that
compliance with its obligation to participate in a Revolving Advance in the
proposed Optional Currency (other than Euro, Sterling or SEK) would contravene
a law or regulation applicable to it,  the Facility Agent will give notice to the relevant Borrower
to that effect by the Specified Time on that day.  In this event, any Lender that gives notice
pursuant to this Clause 6.2 will be required to participate in the Revolving Advance
in the Base Currency (in an amount equal to that Lenders proportion of the
Base Currency Amount or, in respect of a Rollover Advance, an amount equal to
that Lenders proportion of the Base Currency Amount of the maturing Revolving
Advance that is due to be repaid) and its participation will be treated as a
separate Revolving Advance denominated in the Base Currency during that
Interest Period.  6.3Notification  The Facility Agent shall notify the Lenders and the relevant
Borrower of Optional Currency amounts (and the applicable Facility Agents Spot
Rate of Exchange) promptly after they are ascertained.  27


SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION  7.REPAYMENT  7.1Repayment of Revolving Advances  (a)Each Borrower shall repay each Revolving Advance
made to it on the last day of its Interest Period.  (b)All Advances must be repaid in full on the
Termination Date.  8.PREPAYMENT AND CANCELLATION  8.1Lender Illegality  If it becomes unlawful in any jurisdiction for a Lender to
perform any of its obligations as contemplated by this Agreement or to fund its
participation in any Advance:  (a)that Lender shall promptly notify the Facility
Agent upon becoming aware of that event;  (b)unless the repayment referred to in paragraph (c) below
avoids such unlawfulness, upon the Facility Agent notifying ABB, the Commitment
of that Lender will be immediately cancelled; and  (c)each Borrower shall, to the extent necessary to
avoid such unlawfulness, repay that Lenders participation in the Advances made
to it on the last day of the Interest Period for each Advance occurring after
the Facility Agent has notified ABB or, if earlier, the date specified by the
Lender in the notice delivered to the Facility Agent (being no earlier than 5
Business Days after receipt of such notice or, if earlier, the last day of any
applicable grace period permitted by law).  8.2Borrower Illegality  If it is or becomes unlawful for a Borrower to perform any
of its obligations under the Finance Documents, save where such obligations are
not, or could reasonably be considered not to be, material to the interests of
the Lenders under the Finance Documents, that Borrower shall within 15 Business
Days of being served with notice by the Facility Agent so to do, repay all
Advances, together with accrued interest and all other amounts owing by it
under the Finance Documents.  8.3Mandatory Prepayment on Change of Control  If any person (whether alone or together with any associated
person) becomes the beneficial owner of shares in the issued share capital of
ABB carrying the right to more than 50% of the votes exercisable at a general
meeting of ABB:  (a)ABB shall promptly notify the Facility Agent
upon becoming aware of that event; and  (b)if within 15 days following such notification to
the Facility Agent any Lender so requests (by delivering a notice to ABB
through the Facility Agent), each  28


Borrower
shall, no later than 15 days following such request, prepay that Lenders
portion of all outstanding Advances, together with accrued interest thereon and
all other amounts owing to such Lender hereunder and cancel that Lenders
Commitments.  For the purposes of this Clause 8.3, associated person means, in relation to
any person, a person who is (i) acting
in concert (as defined in the City Code on Takeovers and Mergers)
with that person or (ii) a connected
person (as defined in section 839 of the Income and Corporate Taxes
Act 1988) of that person.  8.4Voluntary cancellation  ABB may, if it gives the Facility Agent not less than 5
Business Days (or such shorter period as the Majority Lenders may agree) prior
notice, cancel the whole or any part (being a minimum amount of $25,000,000 and
an integral multiple of $10,000,000) of the Available Facility, the Available
Dollar Swingline Facility, the Available Euro Swingline Facility or the
Available SEK Swingline Facility.  Any
cancellation under this Clause 8.4 shall reduce rateably the Commitments, the
Dollar Swingline Commitments, the Euro Swingline Commitments or, as the case
may be, the SEK Swingline Commitments.  8.5Voluntary Prepayment  A Borrower may, if it gives the Facility Agent not less than
5 Business Days (in the case of any Advance other than a Swingline Advance) or
1 Business Days (in the case of any Swingline Advance) (or in either case such
shorter period as the Majority Lenders may agree) prior notice, prepay the
whole or any part of an Advance made to it (but if in part, being an amount
that reduces the Base Currency Amount of the Advance by a minimum amount of
$25,000,000 and rounded as the Facility Agent may reasonably require).  8.6Right of repayment and cancellation in relation
to a single Lender  (a)If:  (i)any sum payable to any Lender by ABB or an
Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); or  (ii)any Lender claims indemnification from ABB or a Borrower
under Clause 13.3 (Tax indemnity)
or Clause 14.1 (Increased costs),  then ABB may, whilst the circumstance giving rise to the
requirement or indemnification continues, give the Facility Agent notice of
cancellation of the Commitment of that Lender and its intention to procure the
repayment of that Lenders participation in the Advances.  (b)On receipt of a notice referred to in paragraph (a) above,
the Commitment of that Lender shall immediately be reduced to zero.  (c)On the last day of each Interest Period in
respect of an Advance which ends after ABB has given notice under paragraph (a) above
(or, if earlier, the date  29


specified by
ABB in that notice), each Borrower to whom an Advance is outstanding shall
repay that Lenders participation in that Advance.  8.7Restrictions  (a)Any notice of cancellation or prepayment given
by any Party under this Clause 8 shall be irrevocable and, unless a contrary
indication appears in this Agreement, shall specify the date or dates upon
which the relevant cancellation or prepayment is to be made and the amount of
that cancellation or prepayment.  (b)Any prepayment under this Agreement shall be
made together with accrued interest on the amount prepaid and, subject to any
Break Costs, without premium or penalty.  (c)Unless a contrary indication appears in this
Agreement, any part of the Facility which is prepaid may be reborrowed in
accordance with the terms of this Agreement.  (d)No Borrower shall repay or prepay all or any
part of the Advances or cancel all or any part of the Commitments except at the
times and in the manner expressly provided for in this Agreement.  (e)No amount of the Total Commitments cancelled
under this Agreement may be subsequently reinstated.  (f)If the Facility Agent receives
a notice under this Clause 8 it shall promptly forward a copy of that notice to
ABB and the affected Borrower or the affected Lender, as appropriate.  30


SECTION 5 COSTS
OF UTILISATION  9.INTEREST  9.1Calculation of interest  (a)The rate of interest on each Advance (other than a Swingline
Advance) for each Interest Period is the percentage rate per annum which is the
aggregate of the applicable:  (i)Margin;  (ii)IBOR; and  (iii)Mandatory Cost (if any).  (b)The rate of interest on each Swingline Advance for each
Interest Period shall accrue from day to day and is (in the case of any Dollar
Swingline Advance) the Dollar Swingline Rate or (in the case of any Euro
Swingline Advance) the Euro Swingline Rate or (in the case of any SEK Swingline
Advance) the SEK Swingline Rate.  9.2Payment of interest  Each Borrower shall pay accrued interest on each
Advance made to it on the last day of each Interest Period (and, if the
Interest Period is longer than six Months, on the dates falling at six monthly
intervals after the first day of the Interest Period).  9.3Default interest  (a)If an Obligor fails to pay any amount payable by it under a
Finance Document on its due date, interest shall accrue on the overdue amount
from the due date up to the date of actual payment (both before and after
judgment) at a rate 1.00 per cent higher than the rate which would have been
payable if the overdue amount had, during the period of non-payment,
constituted an Advance (not being a Swingline Advance) in the currency of the
overdue amount for successive Interest Periods, each of a duration selected by
the Facility Agent (acting reasonably). 
Any interest accruing under this Clause 9.3 shall be immediately payable
by the relevant Obligor on demand by the Facility Agent.  (b)Default interest (if unpaid) arising on an overdue amount
will be compounded with the overdue amount at the end of each Interest Period
applicable to that overdue amount but will remain immediately due and payable.  9.4Notification of rates of interest  The applicable Agent shall promptly notify the
Lenders, ABB and the relevant Borrowers of the determination of a rate of
interest under this Agreement.  9.5Minimum Interest  When entering into this Agreement, the Parties
have assumed that the interest payable hereunder is not and will not become
subject to Swiss withholding tax. 
Therefore, if a  31


Tax Deduction is required by law to be made in
one of the circumstances set out in paragraph (d) of Clause 13.2 (Tax gross-up) and if paragraph (c) of
Clause 13.2 (Tax gross-up) should
be unenforceable in respect of a Borrower incorporated in Switzerland or, if different,
resident in Switzerland for tax purposes, each Borrower acknowledges and agrees
that:  (a)the interest rates set out in and which are calculated in
accordance with Clause 9.1 shall constitute minimum interest rates, which, if
Swiss withholding tax should apply, shall be adjusted to ensure that any
payment of interest due by a Borrower shall be increased to an amount which
(after making any deduction of Swiss withholding tax) results in a payment to
the Lender of an amount equal to the payment which would have been due had no
deduction of Swiss withholding tax been required.For this purpose, the Swiss withholding tax shall be
calculated on the full grossed-up interest amount; and  (b)to the extent that paragraph (a) above applies, each
Borrower shall provide to the Lenders the documents required by law or each
applicable double taxation treaty for the Lenders to prepare claims for the
refund of any Swiss withholding tax so deducted.  10.INTEREST PERIODS  (a)The relevant Borrower may select an Interest Period for an
Advance in the Utilisation Request on 3 Business Days written notice to the
Facility Agent from the relevant Borrower.  (b)Subject to this Clause 10, a Borrower may select an Interest
Period of:  (i)in relation to any Advance (other than a Swingline Advance),
1, 2, 3 or 6 Months or any other period of less than 1 Month to end on the
Termination Date or any other period agreed between the relevant Borrower and
the Facility Agent (acting on the instructions of all the Lenders); or  (ii)in relation to any Swingline Advance, a period not exceeding
5 Business Days.  (c)An Interest Period for an Advance shall not extend beyond
the Termination Date.  (d)Each Revolving Advance has one Interest Period only.  11.CHANGES TO THE CALCULATION OF INTEREST  11.1Absence of quotations  Subject to Clause 11.2 (Market disruption), if the applicable IBOR
or if applicable, the Euro Swingline Rate or the SEK Swingline Rate is to be
determined by reference to the Reference Banks but a Reference Bank does not
supply a quotation by the Specified Time on the Quotation Day, the applicable
IBOR or the Euro Swingline Rate or the  32


SEK Swingline Rate shall be determined on the
basis of the quotations of the remaining Reference Banks.  11.2Market disruption  (a)If a Market Disruption Event occurs in relation to an
Advance (other than a Dollar Swingline Advance) for any Interest Period, then
the rate of interest on each Lenders share of that Advance for the Interest
Period shall be the rate per annum which is the sum of:  (i)the Margin;  (ii)the rate notified to the Facility Agent, ABB and the
relevant Borrower by that Lender in a certificate (which sets out the details
of the computation of the relevant rate and shall be prima facie non-binding
evidence of the same) as soon as practicable and in any event before interest
is due to be paid in respect of that Interest Period, to be that which
expresses as a percentage rate per annum the cost to that Lender of funding its
participation in that Advance from whatever source it may reasonably select;
and  (iii)the Mandatory Cost, if any, applicable to that Lenders
participation in the Advance.  (b)In this Agreement Market
Disruption Event means:  (i)in relation to an Advance (not being a Swingline Advance):  (A)at or about noon on the Quotation Day for the relevant
Interest Period the Screen Rate is not available and none or only one of the
Reference Banks supplies a rate to the Facility Agent to determine the applicable
IBOR for the relevant currency and period; or  (B)before close of business in London on the Quotation Day for
the relevant Interest Period, the Facility Agent receives notifications from a
Lender or Lenders (whose participations in an Advance exceed 50 per cent. of
that Advance) that the cost to it or them of obtaining matching deposits in the
Relevant Interbank Market would be in excess of the applicable IBOR; or  (ii)in relation to a Euro Swingline Advance or a SEK Swingline
Advance, on the relevant Utilisation Date, none or only one of the Reference
Banks supplies a rate to the Facility Agent to determine the Euro Swingline
Rate or the SEK Swingline Rate, as the case may be.  11.3Alternative basis of interest or funding  (a)If a Market Disruption Event occurs and the Facility Agent
or ABB so requires, the Facility Agent and ABB shall enter into negotiations
(for a period of not more than thirty days) with a view to agreeing a
substitute basis for determining the rate of interest.  33


(b)Any alternative basis agreed pursuant to paragraph (a) above
shall, with the prior consent of the Majority Lenders and ABB, be binding on
all Parties.  11.4Break Costs  (a)The relevant Borrower shall, within three Business Days of
demand by a Finance Party, pay to that Finance Party its Break Costs
attributable to all or any part of an Advance or Unpaid Sum being paid by that
Borrower on a day other than the last day of an Interest Period for that
Advance or Unpaid Sum.  (b)Each Lender shall, as soon as reasonably practicable after a
demand by the Facility Agent, provide to ABB and the relevant Borrower a
certificate (which shall constitute prima facie non-binding evidence of the
matters to which it refers) addressed to the Facility Agent, ABB and the
relevant Borrower confirming the amount of its Break Costs for any Interest
Period in which they accrue and setting out the manner of computing such Break
Costs.  12.FEES  12.1Commitment Fee  (a)ABB shall pay to the Facility Agent (for the account of each
Lender) a commitment fee in the Base Currency computed at 30 per cent. per
annum of the applicable Margin from time to time on that Lenders Available
Commitment.  (b)The accrued commitment fee is payable on the last day of
each successive period of three Months commencing from the date of this
Agreement and on the last day of the Availability Period and, if a Lenders
Commitment is cancelled in full, on the amount of that Lenders Available
Commitment immediately before the cancellation became effective.  12.2Utilisation Fee  (a)ABB shall pay to the Facility Agent (for the account of the
Lenders pro rata to their Commitments) a utilisation fee in respect of the
Total Outstandings computed at the rate of 0.05 per cent. per annum for each
day that the Total Outstandings are in an amount which is greater than 50 per
cent. of the Total Commitments.  For the
avoidance of doubt, no utilisation fee is payable while the Total Outstandings
are in an amount which is less than or equal to 50 per cent of the Total
Commitments.  (b)The accrued utilisation fee is payable on the last day of
each successive period of three Months commencing from the date of this
Agreement and on the Termination Date.  12.3Arrangement Fee  ABB shall pay to the Mandated Lead Arrangers the
fees in the amounts and at the times agreed in a Fee Letter.  34


12.4Agency Fee  ABB shall pay to each Agent (for its own
account) an agency fee in the amount and at the times agreed in a Fee Letter.  12.5Amendment Fee  ABB shall pay to the Facility Agent (for the
account of each Lender) an amendment fee in the amount and at the times agreed
in a Fee Letter.  35


SECTION 6 ADDITIONAL
PAYMENT OBLIGATIONS  13.TAX GROSS UP AND INDEMNITIES  13.1Definitions  (a)In this Agreement:  Initial Borrower
Jurisdiction means any of The Netherlands, the United States of
America or Switzerland.  Protected Party
means a Finance Party which is or will be, for or on account of Tax, subject to
any liability or required to make any payment in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.  Qualifying Lender
means:  (i)in respect of a payment by a Borrower incorporated in
Switzerland, a Lender which is a bank;  (ii)in respect of a payment by a Borrower incorporated in the
United States of America, a Lender which is:  (A)created or organised under the laws of the United States of
America or of any state (including the District of Columbia) thereof; or  (B)resident in a jurisdiction having and eligible for the
benefit of a double taxation agreement with the United States of America which makes
provision for full exemption from tax imposed by the United States of America
on interest and which does not carry on a business in the United States of
America through a permanent establishment with which that Lenders
participation in the Facility is effectively connected; or  (C)entitled to receive payments under the Finance Documents
without deduction or withholding of any United States federal income taxes,  and which has complied with any procedural requirements
within its control necessary to receive such payment without the imposition of
United States withholding tax; or  (iii)in respect of a payment by a Borrower incorporated in any
jurisdiction except the United States of America or Switzerland, any Lender.  Tax Credit
means a credit against, relief or remission for, or repayment of any Tax.  36


Tax Deduction
means a deduction or withholding for or on account of Tax from a payment under
a Finance Document.  Tax Payment
means an increased payment made by ABB or an Obligor to a Finance Party under
Clause 9.5 (Minimum Interest),
Clause 13.2 (Tax gross-up) or a
payment made by ABB or an Obligor under Clause 13.3 (Tax indemnity).  (b)In this Clause 13 a reference to determines or determined
means, save where expressly stated to the contrary, a determination made in the
absolute discretion of the person making the determination acting in good
faith.  13.2Tax gross-up  (a)ABB and each Obligor shall make all payments to be made by
it without any Tax Deduction, unless a Tax Deduction is required by law.  (b)ABB, an Obligor or a Lender shall promptly upon becoming
aware that ABB or an Obligor (as the case may be) must make a Tax Deduction (or
that there is any change in the rate or the basis of a Tax Deduction) notify
the Facility Agent accordingly.   If the
Facility Agent receives such notification from a Lender it shall notify ABB and
the relevant Obligor.  (c)If a Tax Deduction is required by law to be made by ABB or
an Obligor in one of the circumstances set out in paragraph (d) below, the
amount of the payment due from ABB or that Obligor shall be increased to an
amount which (after making any Tax Deduction) leaves an amount equal to the
payment which would have been due if no Tax Deduction had been required.  (d)The circumstances referred to in paragraph (c) above
are where a person entitled to the payment:  (i)is the Agent or a Mandated Lead Arranger (on its
own behalf);  (ii)is a Qualifying Lender; or  (iii)was a Qualifying Lender at the time it became a Lender but
has ceased to be a Qualifying Lender to the extent that this altered status
results from any change after the date of this Agreement in (or in the
interpretation, administration, or application of) any law or double taxation
agreement or any published practice or published concession of any relevant
taxing authority.  (e)If ABB or an Obligor is required to make a Tax Deduction, it
shall make that Tax Deduction and any payment required in connection with that
Tax Deduction within the time allowed and in the minimum amount required by
law.  (f)Within 30 days of making either a Tax Deduction or any
payment required in connection with that Tax Deduction, ABB or the relevant
Obligor (as the case  37


may be) shall
deliver to the Facility Agent for the Finance Party entitled to the payment
evidence reasonably satisfactory to that Finance Party that the Tax Deduction
has been made or (as applicable) any appropriate payment paid to the relevant
taxing authority.  (g)Each Finance Party, ABB and the Obligors shall co-operate in
completing any procedural formalities necessary for ABB or an Obligor to make a
payment to which the Finance Party is entitled without a Tax Deduction or with
a reduced Tax Deduction.  Each Finance
Party shall on the reasonable written request of ABB or an Obligor complete and
deliver to ABB or that Obligor all documentation reasonably required by ABB or
that Obligor in order to enable it to make such payments without a Tax
Deduction or with a reduced Tax Deduction (so long as the completion or
delivery of such documentation would not materially prejudice the legal or
commercial position of the relevant Finance Party).  13.3Tax indemnity  (a)ABB or the Obligors shall (within three Business Days of
written demand by the Facility Agent) pay to a Protected Party an amount equal
to the loss, liability or cost which that Protected Party determines will be or
has been (directly or indirectly) suffered for or on account of Tax by that
Protected Party.  (b)Paragraph (a) above shall not apply with respect to any
Tax assessed on a Finance Party:  (i)under the law of the jurisdiction in which that
Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions)
in which that Finance Party is treated as resident for tax purposes;  (ii)under the law of the jurisdiction in which that Finance
Partys Facility Office is located in respect of amounts received or receivable
in that jurisdiction; or  (iii)arising by reason of the making of an Advance to a Borrower
in an Initial Borrower Jurisdiction under the law of such jurisdiction, except
to the extent arising by reason of a change in law or in any regulation
occurring after the date of this Agreement, provided
that this paragraph (b)(iii) shall not apply to any Tax
assessed or imposed on an Agent,  if that Tax is imposed on or calculated by reference to the
net income received or receivable (including any sum deemed to be received or
receivable) by that Finance Party; or  (iv)which is compensated for by Clause 9.5 (Minimum Interest) or Clause 13.2 (Tax Gross Up) (or would have been so
compensated but for an exception to those Clauses).  38


(c)A Protected Party making, or intending to make a claim
pursuant to paragraph (a) above shall promptly notify the Facility Agent
of the event which will give, or has given, rise to the claim, following which
the Facility Agent shall notify ABB.  (d)A Protected Party shall, on receiving a payment from ABB or
an Obligor under this Clause 13.3, notify the Facility Agent.  13.4Tax Credit  If ABB or an Obligor makes a Tax Payment and the
relevant Finance Party determines that:  (a)a Tax Credit is attributable to that Tax Payment;
and  (b)that Finance Party has obtained, utilised and retained that
Tax Credit,  the Finance Party shall pay an amount to ABB (or
as the case may be) that Obligor which that Finance Party determines, acting in
good faith, will leave that Finance Party (after that payment) in the same
after-Tax position as it would have been in had the Tax Payment not been made
by ABB or that Obligor (as the case may be). 
The relevant Finance Party shall endeavour, acting in good faith, to
obtain, utilise and retain the Tax Credit save that it shall not be obliged to
disclose any information relating to its tax or other affairs or any
computations in respect thereof.  13.5Qualifying Lenders  Any Lender which ceases, for any reason, to be a
Qualifying Lender shall promptly notify ABB and the relevant Obligor(s) of
its change of status.  13.6Stamp taxes  The Borrowers shall pay and, within 3 Business
Days of demand, indemnify each Finance Party against any cost, loss or
liability such Finance Party incurs in relation to all stamp duty, registration
and other similar Taxes payable in respect of any Finance Document, but not in
respect of any assignment or transfer pursuant to Clause 23 (Changes to the Lenders).  13.7Value added tax  (a)All consideration payable under a Finance Document by ABB or
the Obligors to a Finance Party shall be deemed to be exclusive of any
VAT.  If VAT is chargeable on any supply
made by any Finance Party to any Party in connection with a Finance Document, that
Party shall pay to the Finance Party (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the VAT.  (b)Where a Finance Document requires ABB or the Obligors to
reimburse a Finance Party for any costs or expenses, ABB or the Obligors (as
the case may be) shall also at the same time pay and indemnify that Finance
Party against all VAT directly incurred by that Finance Party in respect of the
costs or expenses save to the extent that that Finance Party is entitled to
repayment or credit in respect of the VAT.  39


14.INCREASED COSTS  14.1Increased costs  (a)Subject to Clause 14.3 (Exceptions)
ABB or the Borrowers shall, within 3 Business Days of a demand by the Facility
Agent, pay for the account of a Finance Party the amount of any Increased Costs
incurred by that Finance Party or any of its Affiliates as a result of (i) the
introduction of or any change in (or in the interpretation or application of)
any law or regulation or (ii) compliance with any law or regulation made
after the date of this Agreement.  (b)In this Agreement Increased
Costs means:  (i)a reduction in the rate of return from the Facility or on a
Finance Partys (or its Affiliates) overall capital;  (ii)an additional or increased cost; or  (iii)a reduction of any amount due and payable under any Finance
Document,  which is incurred or suffered by a Finance Party
or any of its Affiliates to the extent that it is attributable to that Finance
Party having entered into its Commitment or funding or performing its
obligations under any Finance Document.  14.2Increased cost claims  (a)A Finance Party intending to make a claim pursuant to Clause
14.1 (Increased costs) shall
promptly notify the Facility Agent of the event giving rise to the claim,
following which the Facility Agent shall promptly notify ABB.  (b)Each Finance Party shall, as soon as practicable after a
demand by the Facility Agent provide a certificate confirming the amount of its
Increased Costs with (subject to any rights or duties of confidentiality the
relevant Finance Party has in respect of such information) full supporting
details (which certificate shall constitute prima facie non-binding evidence of
the matters to which it relates).  14.3Exceptions  (a)Clause 14.1 (Increased
costs) does not apply to the extent any Increased Cost is:  (i)attributable to a Tax Deduction required by law to be made
by ABB or an Obligor;  (ii)compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause
13.3 (Tax indemnity) but was not
so compensated solely because one of the exclusions in paragraph (b) of
Clause 13.3 (Tax indemnity)
applied);  (iii)not payable as provided in Clause 23.2 (Conditions of Assignment or Transfer);  40


(iv)compensated for by the payment of the Mandatory Cost;  (v)attributable to the breach by the relevant Finance Party or
its Affiliates of any law or regulation; or  (vi)not notified to ABB within 3 months of being incurred.  (b)In this Clause 14.3, a reference to a Tax Deduction has the same meaning given
to the term in Clause 13.1 (Definitions).  15.OTHER INDEMNITIES  15.1Currency indemnity  (a)If any sum due from ABB or an Obligor under the Finance
Documents (a Sum), or any order,
judgment or award given or made in relation to a Sum, has to be converted from
the currency (the First Currency)
in which that Sum is payable into another currency (the Second Currency) for the purpose of:  (i)making or filing a claim or proof against ABB or any of the
Obligors;  (ii)obtaining or enforcing an order, judgment or award in
relation to any litigation or arbitration proceedings,  ABB or that Obligor (as the case may be) shall as an
independent obligation, within 3 Business Days of demand, indemnify each
Finance Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy
between (A) the rate of exchange used to convert that Sum from the First
Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.  (b)ABB and each Obligor waives any right it may have in any
jurisdiction to pay any amount under the Finance Documents in a currency or
currency unit other than that in which it is expressed to be payable.  15.2Other indemnities  ABB or the Obligors shall indemnify each Lender
upon presentation of duly documented evidence thereof against any cost, loss or
liability directly incurred by that Lender as a result of:  (a)the occurrence of any Event of Default (but excluding any
costs of enforcement save as provided in Clause 17.3 (Enforcement Costs));  (b)a failure by ABB or an Obligor to pay any amount due under a
Finance Document on its due date, including without limitation, any cost, loss
or liability arising as a result of Clause 27 (Sharing
among the Lenders);  (c)funding, or making arrangements to fund, its participation
in an Advance requested by a Borrower in a Utilisation Request but not made by
reason of  41


the operation
of any one or more of the provisions of this Agreement (other than by reason of
default, negligence or wilful misconduct by that Lender alone); or  (d)an Advance (or part of an Advance) not being prepaid in
accordance with a notice of prepayment given by a Borrower.  15.3Indemnity to the Facility Agent  ABB or the Borrowers shall promptly indemnify
the Facility Agent, upon presentation of duly documented evidence thereof,
against any reasonable cost, loss or liability properly and directly incurred
by the Facility Agent (acting reasonably) as a result of:  (a)investigating any event which it reasonably believes is a
Default; or  (b)entering into or performing any foreign exchange contract
for the purposes of Clause 6 (Optional
Currencies); or  (c)acting or relying on any notice, request or instruction
which it reasonably believes (after due enquiry) to be genuine, correct and
appropriately authorised.  16.MITIGATION BY THE LENDERS  16.1Mitigation  (a)Each Finance Party shall, in consultation with ABB, take all
reasonable steps to mitigate any circumstances which arise and which would
result in any amount becoming payable under or pursuant to, or cancelled
pursuant to, any of Clause 8.1 (Lender
Illegality), Clause 13 (Tax
gross-up and indemnities) or Clause 14 (Increased costs) or which would result in any increased
amount being payable under this Agreement by reason of a change in the Mandatory
Cost or a change in the reserve requirements imposed by the European Central
Bank after the date of this Agreement including (but not limited to)
transferring its rights and obligations under the Finance Documents to another
Affiliate or Facility Office (in each case in accordance with the terms hereof)
and, in such circumstances a Lender will, at the request of ABB but subject to
ABB indemnifying it for the costs of so doing, transfer its rights and
obligations under the Finance Documents to another Lender.  (b)Paragraph (a) above does not in any way limit the
obligations of the Obligors under the Finance Documents.  16.2Limitation of liability  (a)ABB or the Borrowers shall indemnify each Finance Party,
upon presentation of duly documented evidence thereof, for all costs and
expenses reasonably and directly incurred by that Finance Party as a result of
steps taken by it under Clause 16.1 (Mitigation).  (b)A Finance Party is not obliged to take any steps under
Clause 16.1 (Mitigation) (other
than a transfer of its rights and obligations to another  42


Lender where
ABB or a Borrower indemnifies it for the cost of so doing) if, in the opinion
of that Finance Party (acting reasonably), to do so could reasonably be
expected to be prejudicial to it.  17.COSTS AND EXPENSES  17.1Transaction expenses  ABB or the Borrowers shall promptly on demand
pay, upon presentation of duly documented evidence thereof, the Agents and the
Mandated Lead Arrangers the amount of all costs and expenses (including legal
fees) reasonably and directly incurred by any of them in connection with the
negotiation, preparation, printing, execution and syndication of:  (a)this Agreement and any other documents referred to in this
Agreement; and  (b)any other Finance Documents executed after the date of this
Agreement.  17.2Amendment costs  If (a) ABB requests an amendment, waiver or
consent or (b) an amendment is required pursuant to Clause 28.9 (Change of currency), ABB or the Borrowers
shall, within 3 Business Days of demand, reimburse the Facility Agent, upon
presentation of duly documented evidence thereof, for the amount of all costs
and expenses (including legal fees) reasonably and directly incurred by the
Facility Agent and which have previously been agreed with ABB in responding to,
evaluating, negotiating or complying with that request or requirement.  17.3Enforcement costs  ABB or the Borrowers shall, within 3 Business
Days of demand, pay to each Finance Party the amount of all costs and expenses
(including legal fees) directly incurred by that Finance Party at any time
after the service of a notice by the Facility Agent under Clause 22.10 (Acceleration) in connection with the
enforcement of, or the preservation of any rights under, any Finance Document.  17.4FSA and ECB costs  (a)This Clause 17.4 applies if, whether now or in the future,
either:  (i)a requirement to pay fees is imposed by the Financial
Services Authority under the Fees Rules; or  (ii)a reserve requirement is imposed by the European Central
Bank;  which, in either case, is applied to any Lender
(and would be applied generally to banks or financial institutions of a similar
nature to that Lender) as a consequence of its entering into and/or performing
its obligations under this Agreement and/or assuming or maintaining its
Commitment under this Agreement and/or making one or more Advances under this
Agreement. If, as a result, that Lenders effective return on its overall
capital is reduced, ABB and the Borrowers agree to reimburse that Lender for
the amount claimed.  43


(b)In the event that paragraph (a) above applies, each
Lender may submit a certificate setting out a calculation of the amount claimed
by it (and in the case of an amount claimed as a result of a reserve
requirement being imposed by the European Central Bank, certifying that such
amount has been reasonably determined) to the Facility Agent within the period
(the Certification Period) of 10
Business Days after the end of each Relevant Period. The Facility Agent will
notify ABB of the amount claimed by that Lender within 5 Business Days after
the end of the relevant Certification Period and ABB or the Borrowers shall
(absent manifest error in the relevant notice) reimburse that Lender for the
amount claimed within 3 Business Days after the date of such notification.  (c)In this Clause 17.4, a Relevant
Period is, as appropriate:  (i)the period beginning on the date of this Agreement and
ending on the 31 December 2005; and  (ii)each subsequent period of six months starting on 31 December 2005
and ending on the Termination Date,  and Fees
Rules means, as appropriate, either:  (i)the rules on periodic fees contained in the
FSA Supervision Manual; or  (ii)such other law or regulations as may be in force
from time to time relating to the payment of fees for the acceptance of
deposits.  18.GUARANTEE AND INDEMNITY  18.1Guarantee and indemnity  Subject to the provisos and confirmations
contained in Clause 18.9 (Confirmations and
Restrictions), each Guarantor irrevocably and unconditionally
jointly and severally:  (a)guarantees to each Finance Party punctual performance by
each Borrower of all that Borrowers obligations under the Finance Documents;  (b)undertakes with each Finance Party that whenever a Borrower
does not pay any amount when due under or in connection with any Finance
Document, that Guarantor shall immediately on demand pay that amount as if it
was the principal obligor; and  (c)indemnifies each Finance Party immediately on demand against
any cost, loss or liability suffered by that Finance Party if any obligation
guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability
shall be equal to the amount which that Finance Party would otherwise have been
entitled to recover.  44


18.2Continuing guarantee  This guarantee is a continuing guarantee and will extend to
the ultimate balance of sums payable by any Obligor under the Finance
Documents, regardless of any intermediate payment or discharge in whole or in
part.  18.3Reinstatement  If any payment by an Obligor or any discharge given by a
Finance Party (whether in respect of the obligations of any Obligor or any
security for those obligations or otherwise) is avoided or reduced as a result
of insolvency or any similar event:  (a)the liability of each Obligor shall continue as
if the payment, discharge, avoidance or reduction had not occurred; and  (b)each Finance Party shall be entitled to recover
the value or amount of that security or payment from each Obligor, as if the
payment, discharge, avoidance or reduction had not occurred.  18.4Waiver of defences  The obligations of each Guarantor under this Clause 18 will
not be affected by an act, omission, matter or thing which, but for this
Clause, would reduce, release or prejudice any of its obligations under this
Clause 18 (without limitation and whether or not known to it or any Finance
Party) including:  (a)any time, waiver or consent granted to, or
composition with, any Obligor or other person;  (b)the release of any other Obligor or any other
person under the terms of any composition or arrangement with any creditor of
any member of the Group;  (c)the taking, variation, compromise, exchange,
renewal or release of, or refusal or neglect to perfect, take up or enforce,
any rights against, or security over assets of, any Obligor or other person or
any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any
security;  (d)any incapacity or lack of power, authority or
legal personality of or dissolution or change in the members or status of an
Obligor or any other person;  (e)any amendment (however fundamental) or
replacement of a Finance Document or any other document or security;  (f)any unenforceability, illegality or invalidity
of any obligation of any person under any Finance Document or any other
document or security; or  (g)any insolvency or similar proceedings.  18.5Immediate
recourse  Each Guarantor waives any right it may have of first
requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or  45


security or claim payment from any person before claiming
from that Guarantor under this Clause 18. 
This waiver applies irrespective of any law or any provision of a
Finance Document to the contrary.  18.6Appropriations  Until all amounts which may be or become payable by the
Obligors under or in connection with the Finance Documents have been
irrevocably paid in full, each Finance Party (or any trustee or agent on its
behalf) may:  (a)refrain from applying or enforcing any other
moneys, security or rights held or received by that Finance Party (or any
trustee or agent on its behalf) in respect of those amounts, or apply and
enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the
same; and  (b)hold in an interest-bearing suspense account any
moneys received from any Guarantor or on account of any Guarantors liability
under this Clause.  18.7Deferral
of Guarantors rights  Until all amounts which may be or become payable by the
Obligors under or in connection with the Finance Documents have been
irrevocably paid in full or the Facility Agent otherwise directs, no Guarantor
will exercise any rights which it may have by reason of performance by it of
its obligations under the Finance Documents:  (a)to be indemnified by an Obligor;  (b)to claim any contribution from any other
guarantor of any Obligors obligations under the Finance Documents; and/or  (c)to take the benefit (in whole or in part and
whether by way of subrogation or otherwise) of any rights of the Finance Parties
under the Finance Documents or of any other guarantee or security taken
pursuant to, or in connection with, the Finance Documents by any Finance Party.  18.8Additional
security  This guarantee is in addition to and is not in any way
prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.  18.9Confirmations
and Restrictions  (a)Any term or provision of this Clause  or any other term in this Agreement or any
Finance Document notwithstanding, the maximum aggregate amount of the
obligations for which any Guarantor which is incorporated in any state of the
United States of America (a US Guarantor)
shall be liable shall not exceed the maximum amount for which such US Guarantor
can be liable without rendering this Agreement or any other Finance Document,
as it relates to the US Guarantor, subject to avoidance under applicable law
relating to fraudulent conveyance or fraudulent transfer (including section 548
of the Bankruptcy Code of the United States or any applicable provisions of
comparable state law) (collectively Fraudulent
Transfer Laws), in each  46


case after
giving effect (a) to all other liabilities of the US Guarantor, contingent
or otherwise, that are relevant under such Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of the Guarantor in respect
of intercompany indebtedness to any Borrower to the extent that such
indebtedness would be discharged in an amount equal to the amount paid by the
US Guarantor hereunder) and (b) to the value as assets of the US Guarantor
(as determined under the applicable provisions of such Fraudulent Transfer
Laws) of any rights to subrogation, contribution, reimbursement, indemnity or
similar rights held by such US Guarantor pursuant to (i) applicable law or
(ii) any other agreement providing for an equitable allocation among the
US Guarantor and other Subsidiaries or affiliates of any Borrower of
obligations arising under this Agreement or any guarantees of the obligations
by such parties.  (b)The obligations and liabilities of each
Guarantor (excluding ABB) which is incorporated in Switzerland shall in respect
of all present and future conditional and unconditional claims of the Finance
Parties against any member of the Group other than that Guarantor and its
wholly owned Subsidiaries arising from time to time out of the Finance
Documents only be deemed to be undertaken or incurred to the extent and in the
maximum amount of that Guarantors free reserves available for distribution
(being the positive difference between the assets of that Guarantor and the
aggregate of all liabilities, the amount of the registered share capital and
the mandatory reserves at any given time, all these amounts to be established
in accordance with Swiss law), taking into account the deduction of Swiss
withholding tax at the rate of 35% (or such other rate in force from time to
time), subject to any applicable double taxation treaty, levied on any such
reserves made available for distribution.  47


SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF
DEFAULT  19.REPRESENTATIONS  ABB (in respect of itself and, where specified, each Group
Company or each Material Subsidiary) and each other Obligor (in respect of
itself) makes the representations and warranties set out in this Clause 19 to
each Finance Party on the date of this Agreement.  19.1Status  (a)It is a corporation, duly incorporated and
validly existing under the law of its jurisdiction of incorporation.  (b)It and each Group Company has the power to own
its assets and carry on its business as it is being conducted.  19.2Binding
obligations  The obligations expressed to be assumed by it in each
Finance Document are, subject to the Reservations, legal, valid, binding and
enforceable obligations.  19.3Non-conflict
with other obligations  The entry into and performance by it of, and the
transactions contemplated by, the Finance Documents to which it is a party do
not and will not conflict with:  (a)any law or regulation applicable to it;  (b)its constitutional documents; or  (c)any agreement or instrument binding upon it or
any Group Company or any of their assets,  and, in the case of paragraph (c) on any repetition
after the date of this Agreement, in a manner that could reasonably be expected
to have a Material Adverse Effect.  19.4Power
and authority  It has the power to enter into, perform and deliver, and has
taken all necessary action to authorise its entry into, performance and
delivery of, the Finance Documents to which it is a party and the transactions
contemplated by those Finance Documents.  19.5Validity
and admissibility in evidence  All Authorisations required by ABB and each other Obligor
(including, in the case of any Dutch Obligor, and if applicable, any works
council advice):  (a)to enable it lawfully to enter into, exercise
its rights and comply with its obligations in the Finance Documents to which it
is a party; and  (b)to make the Finance Documents to which it is a
party admissible in evidence in its jurisdiction of incorporation,  have been obtained or effected and are in full force and
effect.  48


19.6Insolvency  Neither it nor any Material Subsidiary (excluding to the
extent relevant Combustion Engineering Inc. and ABB Lummus Global Inc.) has
taken any action nor (so far it is aware, having made all due enquiry) have any
steps been taken or legal proceedings been started against it for winding-up, dissolution
or re-organisation, the enforcement of any Security over its assets or for the
appointment of a receiver, administrative receiver, or administrator, trustee
or similar officer of it or any of its assets.  19.7No
default  (a)No Default is continuing.  (b)No other event or circumstance is outstanding
which constitutes a default under any other agreement or instrument which is
binding on a Group Company or to which their assets are subject which has had
or could reasonably be expected to have a Material Adverse Effect.  19.8No
misleading information  (a)Any factual information contained in the
Information Memorandum was true and accurate in all material respects as at the
date of the Information Memorandum.  (b)Nothing has occurred or been omitted from the
Information Memorandum and no information has been given or withheld that
results in the information contained in the Information Memorandum being untrue
or misleading in any material respect as at the date of the Information
Memorandum.  19.9Financial
statements  (a)The Original Financial Statements were prepared
in accordance with GAAP consistently applied.  (b)The Original Financial Statements fairly present
in all material respects the consolidated financial condition and operations of
the Group during the relevant financial year.  (c)Each of the latest audited consolidated
financial statements required to be delivered under paragraph (b) of
Clause 20.1 (Financial Statements)
fairly presents in all material respects the financial position of the Group as
at the date to which they were prepared and for the period then ended.  (d)Each of the latest set of consolidated financial
statements required to be delivered under paragraph (c) of Clause 20.1 (Financial Statements) fairly presents in
all material respects the financial condition of the Group as at the date to
which they were prepared and for the period then ended.  19.10No
Material Adverse Effect  Since the date of the most recent annual audited
accounts of the Group, no event or events have occurred which have had a
Material Adverse Effect.  49


19.11Pari
passu ranking  Its payment obligations under the Finance Documents rank at
least pari passu with the claims
of all its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.  19.12No
proceedings pending or threatened  No litigation, arbitration or administrative proceedings of
or before any court, arbitral body or agency which could reasonably be expected
to have a Material Adverse Effect have (to the best of its knowledge and
belief) been started or threatened against any Group Company save in relation
to asbestos liabilities relating to the business of Combustion Engineering Inc.
and ABB Lummus Global Inc.  19.13Environmental
Compliance  Each Group Company has complied in all respects with all
Environmental Law save to the extent that non-compliance could not reasonably
be expected to have a Material Adverse Effect.  19.14Dutch
Borrower Regulatory Compliance  Each Dutch Borrower represents, warrants and agrees that it
has the appropriate exemptive reliefs available pursuant to the Exemption
Regulation and that it complies with article 4 of the Exemption Regulation
including in particular that:  (a)on the date of this Agreement each Dutch
Borrower has verified, to the extent reasonably possible, that each Original
Lender qualifies as a PMP in accordance with the Policy Guidelines; and  (b)if on the date on which a New Lender becomes a
party to this Agreement, it is a requirement of Dutch law that it is a PMP and
that each Dutch Borrower must verify its PMP status in accordance with the
Policy Guidelines, on such date each Dutch Borrower has verified that such New
Lender qualifies as a PMP in accordance with the Policy Guidelines.  Each Lender represents and warrants to each Obligor on the
date of this Agreement that it is a PMP and each New Lender to whom a Lender
assigns or transfers any or all of its rights under this Agreement (if on the
date such assignment or transfer becomes effective it is a requirement under
Dutch law that such New Lender is a PMP) will be deemed to have represented and
warranted to each Obligor that on such date it is a PMP.  19.15Repetition  The representations and warranties in Clause 19.1 (Status) to Clause 19.4 (Power and Authority) and paragraphs (c) and
(d) of Clause 19.9 (Financial
Statements) are deemed to be made by each Obligor by reference to
the facts and circumstances then existing on the date of each Utilisation
Request and the first day of each Interest Period.  50


20.INFORMATION UNDERTAKINGS  The undertakings in this Clause 20 remain in force from the
date of this Agreement for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force.  20.1Financial
statements  (a)ABB and each other Obligor shall supply to the
Facility Agent in sufficient copies for all the Lenders, as soon as the same
become available, but in any event within 120 days after the end of each of its
financial years (in the case of ABB) and within 150 days (in the case of each
other Obligor), its statutory audited unconsolidated annual financial
statements for that financial year (to the extent prepared by such Obligor).  (b)ABB shall supply to the Facility Agent in
sufficient copies for all the Lenders, as soon as the same become available,
but in any event before the date falling 120 days after the end of each of
its financial years, its audited consolidated annual financial statements.  (c)ABB shall supply to the Facility Agent in
sufficient copies for all the Lenders, as soon as the same become available,
but in any event within 45 days after the end of each quarter of each of its
financial years (except the fourth quarter) its consolidated financial
statements for that quarter.  20.2Requirements
as to financial statements  Each Borrower shall procure that each set of financial
statements delivered by it pursuant to Clause 20.1 (Financial statements) is prepared using GAAP.  20.3Information:
miscellaneous  ABB shall supply to the Facility Agent (in sufficient copies
for all the Lenders, if the Facility Agent so requests):  (a)all documents dispatched by it to its shareholders
(or any class of them) or its creditors generally at the same time as they are
dispatched;  (b)promptly upon becoming aware of them, the
details of any litigation, arbitration or administrative proceedings which are
commenced against one or more Group Companies and which could reasonably be
expected to have a Material Adverse Effect; and  (c)promptly, such further information regarding the
financial condition, business and operations of any Material Subsidiary as any
Finance Party (acting through the Facility Agent) may reasonably request.  20.4Notification
of default  ABB and each Obligor shall notify the Facility
Agent of any Default (and the steps, if any, being taken to remedy it) promptly
upon becoming aware of its occurrence.  51


20.5Material
Subsidiaries  ABB shall supply to the Facility Agent, with each set of
financial statements delivered by it pursuant to paragraph (b) of Clause
20.1 (Financial statements),
either:  (a)a complete and up to date list of Material
Subsidiaries at that time; or  (b)written confirmation that the list of Material
Subsidiaries contained in Schedule 9 (Material
Subsidiaries) is complete and up to date at that time.  20.6Use
of Websites  (a)Any Obligor may satisfy its obligation under
this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of
communication by posting this information onto an electronic website designated
by the Borrower and the Facility Agent (the Designated
Website) if:  (i)the Facility Agent expressly agrees (after
consultation with each of the Lenders) that it will accept communication of the
information by this method;  (ii)both ABB and the Facility Agent are aware of the address of
and any relevant password specifications for the Designated Website; and  (iii)the information is in a format previously agreed between ABB
and the Facility Agent.  If any Lender (a Paper Form Lender)
does not agree to the delivery of information electronically then the Facility
Agent shall notify ABB accordingly and ABB shall supply the information to the
Facility Agent (in sufficient copies for each Paper Form Lender) in paper
form.  In any event ABB shall supply the
Facility Agent with at least one copy in paper form of any information required
to be provided by it.  (b)The Facility Agent shall supply each Website
Lender with the address of and any relevant password specifications for the
Designated Website following designation of that website by ABB and the
Facility Agent.  The Facility Agent shall
notify each Website Lender when any document is posted to the Designated
Website.  (c)ABB shall promptly upon becoming aware of its
occurrence notify the Facility Agent if:  (i)the Designated Website cannot be accessed due to
technical failure;  (ii)the password specifications for the Designated Website
change;  (iii)any new information which is required to be provided under
this Agreement is posted onto the Designated Website;  (iv)any existing information which has been provided under this
Agreement and posted onto the Designated Website is amended; or  52


(v)ABB becomes aware that the Designated Website or any
information posted onto the Designated Website is or has been infected by any
electronic virus or similar software.  If the Borrower notifies the Facility Agent under paragraph
(c)(i) or paragraph (c)(v) above, all information to be provided by
ABB under this Agreement after the date of that notice shall be supplied in
paper form unless and until the Facility Agent and each Website Lender is
satisfied that the circumstances giving rise to the notification are no longer
continuing.  (d)Any Website Lender may request, through the
Facility Agent, one paper copy of any information required to be provided under
this Agreement which is posted onto the Designated Website.  ABB shall comply with any such request within
ten Business Days.  20.7Know
your customer checks  (a)If:  (i)the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation made
after the date of this Agreement;  (ii)any change in the status of an Obligor or the composition of
the shareholders of an Obligor after the date of this Agreement; or  (iii)a proposed assignment or transfer by a Lender of any of its
rights and/or obligations under this Agreement to a party that is not a Lender
prior to such assignment or transfer,  obliges any Agent or any Lender (or, in the case of
paragraph (iii) above, any prospective new Lender) to comply with know your customer or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of
that Agent or any Lender supply, or procure the supply of (to the extent that
the relevant information is not already available to the applicable Agent or
Lender), such documentation and other evidence as is reasonably requested by
that Agent (for itself or on behalf of any Lender) or any Lender (for itself
or, in the case of the event described in paragraph (iii) above, on behalf
of any prospective new Lender) in order for the applicable Agent, such Lender
or, in the case of the event described in paragraph (iii) above, any
prospective new Lender to carry out and be satisfied with the results of all
necessary know your customer or
other checks in relation to any relevant person pursuant to the transactions
contemplated in the Finance Documents.  (b)Each Lender shall promptly upon the request of
any Agent supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by that Agent (for itself) in order for
that Agent to carry out and be satisfied with the results of all necessary know your customer or other  53


checks on
Lenders or prospective new Lenders pursuant to the transactions contemplated in
the Finance Documents.  (c)ABB shall, by not less than 10 Business Days
prior written notice to the Facility Agent, notify the Facility Agent (which
shall promptly notify the Lenders) of its intention to request that one of its
Subsidiaries becomes an Additional Obligor pursuant to Clause 24 (Changes to the Obligors).  (d)Following the giving of any notice pursuant to
paragraph (c) above, if the accession of such Additional Obligor obliges
any Agent or any Lender to comply with know
your customer or similar identification procedures in circumstances
where the necessary information is not already available to it, ABB shall
promptly upon the request of that Agent or any Lender supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by
that Agent (for itself or on behalf of any Lender) or any Lender (for itself or
on behalf of any prospective new Lender) in order for that Agent or such Lender
or any prospective new Lender to carry out and be satisfied with the results of
all necessary know your customer
or other checks in relation to any relevant person pursuant to the accession of
such Subsidiary to this Agreement as an Additional Obligor  21.GENERAL UNDERTAKINGS  The undertakings in this Clause 21 remain in force from the
date of this Agreement for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force.  21.1Authorisations  Each Obligor shall promptly:  (a)obtain, comply with and do all that is necessary
to maintain in full force and effect; and  (b)supply certified copies to the Facility Agent
of,  any Authorisation (including, in the case of any Dutch
Obligor, any applicable works council advice) required under any law or
regulation of its jurisdiction of incorporation to enable it to perform its
obligations under the Finance Documents and to ensure the legality, validity
and subject to the Reservations enforceability or admissibility in evidence in
its jurisdiction of incorporation of any Finance Document.  21.2Compliance
with laws  Each Obligor shall comply in all respects with all laws
(including, without limitation, Environmental Law and ERISA) to which it may be
subject, if failure so to comply would have a Material Adverse Effect.  54


21.3Negative pledge  (a)Neither ABB nor any Obligor shall (and ABB shall procure
that no other Group Company will) create or permit to subsist any Security over
any of its assets.  (b)Paragraph (a) above does not apply to:  (i)any Security over any bank account in favour of the bank
with which such account is held, in each case granted by any Group Company in
the ordinary course of its banking arrangements for the purpose of netting
debit and credit balances;  (ii)any Security arising by operation of law;  (iii)any Security contained in a contract for sale or supply
entered into in the ordinary course of trading, where such Security is granted
to such seller or, as the case may be, supplier and is limited in recourse to
the asset sold or, as the case may be, supplied;  (iv)any Security over or affecting any asset acquired by a Group
Company after the date of this Agreement if:  (A)the Security was not created in contemplation of the
acquisition of that asset by a Group Company; and  (B)the principal amount secured has not been increased in
contemplation of, or since the acquisition of that asset by a Group Company;  (v)any Security over or affecting any asset of a Group Company
after the date of this Agreement, where the Security is created prior to the
date on which that Company becomes a Group Company, if:  (A)the Security was not created in contemplation of the
acquisition of that company; and  (B)the principal amount secured has not increased in
contemplation of or since the acquisition of that company;  (vi)any Security provided by one Group Company (not being ABB)
to another Group Company;  (vii)any Security created in respect of the Securitisations provided that the amounts so secured do not
at any time exceed USD 1,500,000,000 (or its equivalent in another currency or
currencies);  (viii)any Security over the assets of a Project Company, any
shareholder loan made to a Project Company or the shares in a Project Company
where such Security was created for the purpose of securing Indebtedness
incurred to acquire and/or develop the assets of such Project Company  55


and where such Indebtedness constitutes Project
Finance Indebtedness of such Project Company;  (ix)any Security securing Indebtedness incurred by a Group
Company to refinance Indebtedness secured by Security of the type referred to
in paragraphs (iv) or (v) above where such first-mentioned Security
is over the same asset and is of the same type as such second-mentioned
Security and the conditions referred to in paragraph (iv) or, as the case
may be, (v) above continue to be satisfied, mutatis mutandis; and  (x)any Security not falling within any of paragraphs (i) to
(ix) above inclusive in respect of assets having an aggregate value not
exceeding 10% of the aggregate value of the gross assets of the Group (as set
out in ABBs most recent published annual audited consolidated financial
statements).  21.4Claims Pari Passu  ABB shall ensure that at all times the claims of the Finance
Parties against each Obligor under the Finance Documents rank at least pari passu with the claims of all its
other unsecured and unsubordinated creditors except for obligations mandatorily
preferred by law applying to companies generally.  21.5Merger  No Obligor shall enter into any amalgamation, demerger,
merger or corporate reconstruction save where the Facility Agent is satisfied,
acting reasonably, that the relevant Obligors obligations under the Finance
Documents will continue to be the Obligors legal, valid, binding and (subject
to the Reservations) enforceable obligations.  21.6Insurance  Each Obligor shall (and ABB shall ensure that each Group
Company will) maintain insurances on and in relation to its business and assets
with reputable underwriters or insurance companies against those risks and to
the extent as is usual for companies carrying on the same or substantially
similar business in the relevant jurisdiction and taking into account the
availability of insurance generally.  21.7Restriction on Subsidiary Indebtedness  ABB shall ensure that the aggregate amount of Total Gross
Debt (other than:  (a)Project Finance Indebtedness;  (b)Indebtedness owed by one Group Company to another Group
Company;  (c)amounts borrowed by a finance company which is a Group
Company and which are on-lent, and remain on-lent, to an Obligor;  (d)amounts borrowed by a Group Company from a bank to which
cash-collateral (in a substantially equivalent amount) has been granted by a
Group Company in respect of the relevant Group Companys obligation to repay
such amounts;  56


(e)Indebtedness relating to ABB Credit OY Leases as at the date
of this Agreement;  (f)any amounts borrowed by a Group Company which constitute Total
Gross Debt to the extent such amounts are borrowed for the purposes of
refinancing other borrowings constituting Total Gross Debt so long as amounts
so borrowed are promptly applied in such manner;  (g)Indebtedness in respect of bonds and commercial paper issued
by members of the Group that are capital markets issuers; and  (h)amounts owed to Combustion Engineering Inc., ABB Lummus
Global Inc or any trust established in connection with their Chapter 11 filings
or any other Chapter 11 filing or proceedings relating thereto,  of Group Companies which are not Obligors shall not at any
time after the date of this Agreement exceed $1,000,000,000.  21.8Change of business  ABB shall procure that no change is made to the businesses
of the Group which would result in the core businesses of the Group, taken as a
whole, being other than the businesses of power and automation technology.  21.9Financial Guarantees  ABB shall ensure that the maximum potential payments in
respect of financial guarantees (as provided for or otherwise noted in the
consolidated financial statements of ABB and which at 31 December 2004
represented maximum potential payments of $253,000,000) shall not exceed
$500,000,000 at any time.  22.EVENTS OF DEFAULT  Each of the events or circumstances set out in Clauses 22.1
(Non-payment) to 22.9 (Cessation of Business) inclusive is an
Event of Default.  22.1Non-payment  Any sum due from an Obligor or the Obligors under this
Agreement is not paid at the time, at the place at, and in the currency in
which, it is expressed to be payable unless payment is made within 3 Business
Days of its due date and the failure to pay is due solely to administrative
error or technical delays in the transmission of funds.  22.2Other obligations  An Obligor does not comply with any provision of the Finance
Documents (other than those referred to in Clause 22.1 (Non-payment) and, if the failure to comply
is capable of remedy, it is not remedied within 30 days of the Facility Agent
giving notice to ABB of the failure to comply.  22.3Misrepresentation  Any representation or statement made or deemed (by virtue of
Clause 19.15 (Repetition)) to be
made by ABB or any other Obligor in this Agreement is or proves to have been
incorrect or misleading in any respect when made or deemed to be made  57


and, where the circumstances making such representation or
statement incorrect or misleading are capable of being altered so that such
representation or statement is correct, such circumstances are not so altered
within 30 days of the Facility Agent giving notice to ABB of such
representation or statement being incorrect provided
that no Event of Default shall occur under this Clause 22.3 by
reason of the representation set out in paragraphs (a) or (b) of
Clause 19.14 (Dutch Obligor Regulatory
Compliance) being untrue (but without prejudice to the rights of the
Finance Parties under this Agreement other than under this Clause 22.3 or under
applicable law and without prejudice to any other Event of Default which may
occur by reason of any representation set out in paragraphs (a) or (b) of
Clause 19.14 (Dutch Obligor Regulatory
Compliance) being untrue in any material respect or otherwise by
reason of a Lender not being a PMP).  22.4Cross default  (a)Any Indebtedness of all or any of the Group Companies is not
paid when due nor within any originally applicable grace period.  (b)Any Indebtedness of all or any of the Group Companies has (i) become
capable of being declared and is declared to be or (ii) otherwise becomes
due and payable, in any case, prior to its specified maturity as a result of a
default or an event of default (however described).  (c)Any commitment for any Indebtedness of all or any of the
Group Companies is cancelled or suspended by a creditor of all or any of the
Group Companies as a result of a default or an event of default (however
described).  (d)Any creditor of all or any of the Group Companies becomes
entitled to declare any Indebtedness of all or any of the Group Companies due
and payable prior to its specified maturity as a result of a default or an
event of default (however described).  (e)No Event of Default will occur under this Clause 22.4 if (1) the
Indebtedness falling within paragraphs (a) to (d) is Project Finance
Indebtedness or intra-Group Indebtedness or (2) the aggregate amount of
Indebtedness or commitment for Indebtedness falling within paragraphs (a) to
(d) (excluding any described in (1) above) above is less than
$50,000,000.  (f)No Event of Default will occur under this Clause 22.4 where
the applicable default or relevant circumstances described in paragraphs (a) to
(d) above arise as a result of or in connection with any bankruptcy filing
under Chapter 11 of the US Bankruptcy Code in respect of ABB Lummus Inc. or
Combustion Engineering Inc. or any other related bankruptcy filing under
Chapter 11 of the US Bankruptcy Code, or any proceedings relating to any such
filing.  22.5Insolvency  (a)Any Obligor or any Material Subsidiary is unable or admits
in writing an inability to pay its debts as they fall due, suspends making
payments on any of  58


its debts or,
by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness.  (b)A moratorium is declared in respect of any indebtedness of
any Obligor or any Material Subsidiary.  (c)This Clause 22.5 shall not apply to Combustion Engineering
Inc. or ABB Lummus Global Inc.  22.6Insolvency proceedings  Any corporate action, legal proceedings or other procedure
or step is taken in relation to:  (a)the suspension of payments, a moratorium of any
indebtedness, dissolution or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of any Obligor or any Material Subsidiary
other than a solvent liquidation or reorganisation of any Material Subsidiary
(other than a Borrower);  (b)a composition, assignment or arrangement with any creditor
of any Obligor or any Material Subsidiary;  (c)the appointment of a liquidator (other than (i) a
winding up petition which is frivolous or vexatious and which is, in any event,
discharged within 30 days of its presentation or (ii) in respect of a
solvent liquidation of any Material Subsidiary (other than an Obligor)),
receiver, administrator, administrative receiver, compulsory manager or other
similar officer in respect of any Obligor or any Material Subsidiary or any of
its assets (having an aggregate value of at least $50,000,000); or  (d)enforcement of any Security over any assets (having an
aggregate value of at least $50,000,000) of any Material Subsidiary or Obligor
by reason of a default or event of default (howsoever described) occurring
under the relevant agreement relating to the Indebtedness secured by such
Security,  or any analogous procedure or step is taken in any
jurisdiction provided that this
Clause 22.6 shall not apply to Combustion Engineering Inc. or ABB Lummus Global
Inc.  22.7Repudiation  ABB or an Obligor repudiates a Finance Document or evidences
in writing an intention to repudiate a Finance Document.  22.8Unlawfulness  Subject to Clause 8.2 (Borrower
Illegality), it is or becomes unlawful for an Obligor to perform any
of its material obligations under the Finance Documents.  59


22.9Cessation of business  The Group, taken as a whole, ceases or threatens to cease to
do business.  22.10Acceleration  On and at any time after the occurrence of an Event of
Default which is continuing the Facility Agent may, and shall if so directed by
the Majority Lenders, by notice to ABB:  (a)cancel the Total Commitments whereupon they shall
immediately be cancelled;  (b)declare that all or part of the Advances, together with
accrued interest, and all other amounts accrued under the Finance Documents be
immediately due and payable, whereupon they shall become immediately due and
payable; and/or  (c)declare that all or part of the Advances be payable on
demand, whereupon they shall immediately become payable on demand by the
Facility Agent on the instructions of the Majority Lenders.  60


SECTION 8 CHANGES TO PARTIES  23.CHANGES TO THE LENDERS  23.1Assignments and transfers by the Lenders  Subject to this Clause 23, a Lender (the Existing Lender) may:  (a)assign any of its rights; or  (b)transfer by novation any of its rights and obligations,  to another bank (the New
Lender).  23.2Conditions of assignment or transfer  (a)The consent of ABB is required for an assignment or transfer
by a Lender, unless the assignment or transfer is to another Lender or an
Affiliate of a Lender that is a bank or unless an Event of Default has occurred
and is continuing.  (b)The consent of ABB to an assignment or transfer must not be
unreasonably withheld or delayed. ABB will be deemed to have given its consent
10 Business Days after the Lender has requested it unless consent is expressly
refused by ABB within that time.  (c)The consent of ABB to an assignment or transfer must not be
withheld solely because the assignment or transfer may result in an increase to
the Mandatory Cost.  (d)An assignment or transfer shall be in respect of a
Commitment of at least $10,000,000 or, if less, the whole of the Commitment of
the relevant assignor or transferor.  (e)An assignment or transfer by a Lender which is also a
Swingline Lender of:  (i)its Dollar Swingline Commitment, its Euro Swingline
Commitment or its SEK Swingline Commitment shall only be made if there is a
simultaneous assignment or transfer of an equal amount of its Commitment; or  (ii)its Commitment shall only be effective if either (i) after
such assignment or transfer the aggregate of such Lenders Dollar Swingline
Commitment, Euro Swingline Commitment and SEK Swingline Commitment does not
exceed its Commitment or (ii) it simultaneously assigns or transfers an
aggregate amount of its Dollar Swingline Commitment, Euro Swingline Commitment
and SEK Swingline Commitment equal to the amount of its Commitment to be
assigned or transferred.  61


(f)An assignment will only be effective on: (i) receipt by
the Facility Agent of written confirmation from the New Lender (in form and
substance satisfactory to the Facility Agent) that the New Lender will assume
the same obligations to the other Finance Parties and the Obligors as it would
have been under if it was an Original Lender; and (ii) performance by the
Facility Agent of all know your customer
or other checks relating to any person that it is required to carry out in
relation to such assignment to a New Lender, the completion of which the
Facility Agent shall promptly notify to the Existing Lender and the New Lender.  (g)A transfer will only be effective if the procedure set out
in Clause 23.5 (Procedure for transfer)
is complied with.  (h)If:  (i)a Lender assigns or transfers any of its rights or
obligations under the Finance Documents or changes its Facility Office; and  (ii)as a result of circumstances existing at the date the
assignment, transfer or change occurs, an Obligor would be obliged, or at such
date it is reasonably foreseeable that an Obligor would be obliged, to make a
payment to the New Lender or Lender acting through its new Facility Office
under Clause 9.5 (Minimum Interest),
Clause 13 (Tax gross-up and indemnities)
or Clause 14 (Increased Costs),  then the New Lender or Lender acting through its new
Facility Office is only entitled to receive payment under those Clauses to the
same extent as the Existing Lender or Lender acting through its previous
Facility Office would have been if the assignment, transfer or change had not
occurred.  (i)For so long as it is a requirement under Dutch law at the
time of an assignment or transfer by way of novation that the New Lender
qualifies as a PMP, a Lender may only assign or transfer by way of novation all
or any of its rights, benefits and obligations hereunder to a New Lender if and
to the extent that such new Lender qualifies as a PMP.  (j)For so long as it is a requirement of Dutch law that each
Lender is a PMP and that the Dutch Borrower must verify the PMP status of a New
Lender, a proposed New Lender which is not a Verifiable PMP shall provide the
Dutch Borrower, through the Facility Agent, with information in respect of
itself reasonably requested by the Dutch Borrower with a view to enabling the
Dutch Borrower to verify its PMP status at least ten Business Days prior to the
proposed Transfer Date or the proposed date of assignment in relation to any
assignment or transfer pursuant to which it would become a New Lender
hereunder.  62


23.3Assignment or transfer fee  The New Lender shall, on the date upon which an assignment
or transfer takes effect, pay to the Facility Agent (for its own account) a fee
of $1,500.  23.4Limitation of responsibility of Existing Lenders  (a)Unless expressly agreed to the contrary, an Existing Lender
makes no representation or warranty and assumes no responsibility to a New
Lender for:  (i)the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents or any other documents;  (ii)the financial condition of ABB or any Obligor;  (iii)the performance and observance by ABB or any Obligor of its
obligations under the Finance Documents or any other documents; or  (iv)the accuracy of any statements (whether written or oral)
made in or in connection with any Finance Document or any other document,  and any representations or warranties implied by law are
excluded.  (b)Each New Lender confirms to the Existing Lender and the
other Finance Parties that it:  (i)has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of ABB and
each Obligor and its related entities in connection with its participation in
this Agreement and has not relied exclusively on any information provided to it
by the Existing Lender in connection with any Finance Document; and  (ii)will continue to make its own independent appraisal of the
creditworthiness of ABB and each Obligor and its related entities whilst any
amount is or may be outstanding under the Finance Documents or any Commitment
is in force.  (c)Nothing in any Finance Document obliges an Existing Lender
to:  (i)accept a re-transfer from a New Lender of any of the rights
and obligations assigned or transferred under this Clause 23; or  (ii)support any losses directly or indirectly incurred by the
New Lender by reason of the non-performance by ABB or any Obligor of its
obligations under the Finance Documents or otherwise.  23.5Procedure for transfer  (a)Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer
is effected in accordance with paragraph (b) below when the Facility Agent
executes an otherwise duly completed Transfer Certificate  63


delivered to
it by the Existing Lender and the New Lender. 
The Facility Agent shall, as soon as reasonably practicable after
receipt by it of a duly completed Transfer Certificate appearing on its face to
comply with the terms of this Agreement and delivered in accordance with the
terms of this Agreement, execute that Transfer Certificate.  (b)The Facility Agent shall only be obliged to execute a
Transfer Certificate delivered to it by the Existing Lender and the New Lender
upon its completion of all know your
customer or other checks relating to any person that it is required
to carry out in relation to the transfer to such New Lender.  (c)On the Transfer Date:  (i)to the extent that in the Transfer Certificate the Existing
Lender seeks to transfer by novation its rights and obligations under the
Finance Documents each of ABB, the Obligors and the Existing Lender shall be
released from further obligations towards one another under the Finance
Documents and their respective rights against one another shall be cancelled
(being the Discharged Rights and Obligations);  (ii)each of ABB, the Obligors and the New Lender shall assume
obligations towards one another and/or acquire rights against one another which
differ from the Discharged Rights and Obligations only insofar as ABB, that
Obligor and the New Lender have assumed and/or acquired the same in place of
ABB, that Obligor and the Existing Lender;  (iii)the Agents, the Mandated Lead Arrangers, the New Lender and
other Lenders shall acquire the same rights and assume the same obligations
between themselves as they would have acquired and assumed had the New Lender
been an Original Lender with the rights and/or obligations acquired or assumed
by it as a result of the transfer and to that extent the Agents, the Mandated
Lead Arrangers and the Existing Lender shall each be released from further
obligations to each other under this Agreement; and  (iv)the New Lender shall become a Party as a Lender.  23.6Disclosure of information  Any Lender may disclose to any of its Affiliates and any
other person:  (a)to (or through) whom that Lender assigns or transfers (or
may potentially assign or transfer) all or any of its rights and obligations
under this Agreement;  (b)with (or through) whom that Lender enters into (or may
potentially enter into) any sub-participation in relation to, or any other
transaction under which payments are to be made by reference to, this Agreement
or any Obligor; or  64


(c)to whom, and to the extent that, information is required to
be disclosed by any applicable law or regulation,  any information about ABB, any Obligor, the Group and the
Finance Documents as that Lender shall consider appropriate if, in relation to
paragraphs (a) and (b) above, the person to whom the information is
to be given has entered into a confidentiality undertaking unless such person
is any central bank or supranational bank in which case no confidentiality
undertaking will be required.  Notwithstanding any of the provisions of the Finance
Documents, the Obligors and the Finance Parties hereby agree that each Party
and each employee, representative or other agent of each Party may disclose to
any and all persons, without limitation of any kind, the tax structure and tax treatment (in each case within the
meaning of the U.S. Treasury Regulation Section 1.6011-4) of the Facility
and any materials of any kind (including opinions or other tax analyses) that
are provided to any of the foregoing relating to such tax structure and tax
treatment.  24.CHANGES TO THE OBLIGORS  24.1Assignments and transfer by Obligors  Neither ABB nor any Obligor may assign any of its rights or
transfer any of its rights or obligations under the Finance Documents.  24.2Additional Borrowers  (a)Subject to compliance with paragraphs (c) and (d) of
Clause 20.7 (Know your Customer checks),
ABB may request by written notice that any of its wholly owned Subsidiaries
becomes an Additional Borrower.  That
Subsidiary shall become an Additional Borrower if:  (i)that Subsidiary is incorporated in an Agreed Jurisdiction or
all the Lenders approve the addition of that Subsidiary;  (ii)ABB delivers to the Facility Agent a duly completed and
executed Borrower Accession Letter;  (iii)ABB confirms that no Default is continuing or would occur as
a result of that Subsidiary becoming an Additional Borrower; and  (iv)the Facility Agent has received all of the documents and
other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional
Borrower, each in form and substance reasonably satisfactory to the Facility
Agent.  (b)The Facility Agent shall notify ABB and the Lenders promptly
upon receiving (in form and substance reasonably satisfactory to it) all the
documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).  (c)Delivery of a Borrower Accession Letter constitutes
confirmation by the relevant Subsidiary that the representations and warranties
in Clause 19.5  65


(Validity and admissibility in evidence)
and the representations and warranties deemed to be repeated pursuant to Clause
19.15 (Repetition) are true and
correct in relation to it as at the date of delivery as if made by reference to
the facts and circumstances then existing.  24.3Resignation of a Borrower  (a)ABB may request that a Borrower ceases to be a Borrower by
delivering to the Facility Agent a Resignation Letter.  (b)The Facility Agent shall accept a Resignation Letter and
notify ABB and the Lenders of its acceptance if:  (i)no Default would result from the acceptance of the
Resignation Letter (and ABB has confirmed this to be the case); and  (ii)the relevant Borrower is under no actual or contingent
obligations under any Finance Documents,  whereupon that company shall cease to be a Borrower and
shall have no further rights or obligations under the Finance Documents.  24.4Additional Guarantors  (a)Subject to compliance with the provisions of paragraphs (c) and
(d) of Clause 20.7 (Know Your Customer
Checks), ABB may request that any of its wholly owned Subsidiaries
become an Additional Guarantor.  That
Subsidiary shall become an Additional Guarantor if:  (i)that Subsidiary is incorporated in an Agreed Jurisdiction or
all the Lenders approve the addition of that Subsidiary;  (ii)ABB delivers to the Facility Agent a duly completed and
executed Accession Letter;  (iii)ABB confirms that no Default is continuing or would occur as
a result of that Subsidiary becoming an Additional Guarantor; and  (iv)the Facility Agent has received all of the documents and
other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional
Guarantor, each in form and substance reasonably satisfactory to the Facility
Agent.  (b)If legal counsel in the jurisdiction of incorporation of the
relevant Subsidiary so advise, ABB and the Lenders shall enter into
negotiations with a view to agreeing such amendments to Clause 18 (Guarantee and Indemnity) as may be
necessary to enable the Subsidiary to become an Additional Guarantor without
contravening any applicable laws.  (c)The Facility Agent shall notify ABB and the Lenders promptly
upon receiving (in form and substance reasonably satisfactory to it) all the
documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).  66


24.5Repetition of Representation  Delivery of an Accession Letter constitutes confirmation by
the relevant Subsidiary that the representations and warranties in Clause 19.5
(Validity and Admissibility in Evidence)
and the representations and warranties deemed to be repeated pursuant to Clause
19.15 (Repetition) are true and
correct in relation to it as at the date of delivery as if made by reference to
the facts and circumstances then existing.  24.6Resignation of a Guarantor  (a)ABB may request that a Guarantor ceases to be a Guarantor by
delivering to the Facility Agent a Resignation Letter.  (b)The Facility Agent shall accept a Resignation Letter and
notify ABB and the Lenders of its acceptance if:  (i)no Default would result from the acceptance of the
Resignation Letter (and ABB has confirmed this is the case); and  (ii)in the case of an Original Guarantor, all
the Lenders have consented to ABBs request.  67


SECTION 9 THE FINANCE PARTIES  25.ROLE OF THE AGENTS AND THE MANDATED LEAD ARRANGERS  25.1Appointment of the Agents  (a)Each of the Mandated Lead Arrangers and the Lenders appoints
each Agent to act as its agent under and in connection with the Finance
Documents.  (b)Each of the Mandated Lead Arrangers and the Lenders
authorises each Agent to exercise the rights, powers, authorities and
discretions specifically given to such Agent under or in connection with the
Finance Documents together with any other incidental rights, powers,
authorities and discretions.  (c)The Facility Agent and the Euro Swingline Agent shall,
unless ABB agrees otherwise, act out of an office in London.  (d)The Dollar Swingline Agent shall, unless ABB agrees
otherwise, act out of an office in New York.  (e)The SEK Swingline Agent shall, unless ABB agrees otherwise,
act out of an office in Stockholm.  25.2Duties of the Agents  (a)Each Agent shall promptly forward to a Party the original or
a copy of any document which is delivered to that Agent for that Party by any
other Party.  (b)If the Facility Agent receives notice from a Party referring
to this Agreement, describing a Default and stating that the circumstance
described is a Default, it shall promptly notify the Lenders.  (c)The Facility Agent shall promptly notify:  (i)the Lenders of any Default arising under Clause 22.1 (Non-payment); and  (ii)each Swingline Agent of:  (A)any assignments or transfers by a Lender pursuant to Clause
23 (Changes to the Lenders); and  (B)any changes to the Obligors pursuant to Clause 24 (Changes to Obligors).  (d)Each Agents duties under the Finance Documents are solely
mechanical and administrative in nature.  25.3Role of the Mandated Lead Arrangers  Except as specifically provided in the Finance Documents,
the Mandated Lead Arrangers have no obligations of any kind to any other Party
under or in connection with any Finance Document.  68


25.4No fiduciary duties  (a)Nothing in this Agreement constitutes an Agent or a Mandated
Lead Arranger as a trustee or fiduciary of any other person.  (b)No Agent nor either Mandated Lead Arranger shall be bound to
account to any Lender for any sum or the profit element of any sum received by
it for its own account.  25.5Business with the Group  Each Agent and each Mandated Lead Arranger may accept
deposits from, lend money to and generally engage in any kind of banking or
other business with any of the Group Companies.  25.6Rights and discretions of the Agents  (a)Each Agent may rely on:  (i)any representation, notice or document believed by it to be
genuine, correct and appropriately authorised; and  (ii)any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed to
be within his knowledge or within his power to verify.  (b)Each Agent may assume (unless it has received notice to the
contrary in its capacity as agent for the Lenders) that:  (i)no Default has occurred (unless it has actual knowledge of a
Default arising under Clause 22.1 (Non-payment));
and  (ii)any right, power, authority or discretion vested in any
Party or the Majority Lenders has not been exercised.  (c)Each Agent may engage, pay for and rely on the advice or
services of any lawyers, accountants, surveyors or other experts.  (d)Each Agent may act in relation to the Finance Documents
through its personnel and agents.  25.7Majority Lenders instructions  (a)Unless a contrary indication appears in a Finance Document,
each Agent shall (a) act in accordance with any instructions given to it
by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain
from acting or exercising any right, power, authority or discretion vested in
it as Agent) and (b) not be liable for any act (or omission) if it acts
(or refrains from taking any action) in accordance with such an instruction of
the Majority Lenders.  (b)Unless a contrary indication appears in a Finance Document,
any instructions given by the Majority Lenders will be binding on all the
Finance Parties.  69


(c)Each Agent may refrain from acting in accordance with the
instructions of the Majority Lenders (or, if appropriate, the Lenders) until it
has received such security as it may require for any cost, loss or liability
(together with any associated VAT) which it may incur in complying with the
instructions.  (d)In the absence of instructions from the Majority Lenders,
(or, if appropriate, the Lenders) each Agent may act (or refrain from taking
action) as it considers to be in the best interest of the Lenders.  (e)No Agent is authorised to act on behalf of a Lender (without
first obtaining that Lenders consent) in any legal or arbitration proceedings
relating to any Finance Document.  25.8Responsibility for documentation  No Agent nor either Mandated Lead Arranger:  (a)is responsible for the adequacy, accuracy and/or
completeness of any information (whether oral or written) supplied by an Agent,
a Mandated Lead Arranger, ABB, any Obligor or any other person given in or in
connection with any Finance Document or the Information Memorandum; or  (b)is responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document.  25.9Exclusion of liability  (a)Without limiting paragraph (b) below, no Agent will be
liable for any action taken by it under or in connection with any Finance
Document, unless directly caused by its negligence, wilful default or wilful
misconduct.  (b)No Party may take any proceedings against any officer,
employee or agent of an Agent in respect of any claim it might have against
such Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document and any officer, employee
or agent of such Agent may rely on this Clause.  (c)No Agent will (absent negligence, wilful default or wilful
misconduct directly giving rise to such liability) be liable for any delay (or
any related consequences) in crediting an account with an amount required under
the Finance Documents to be paid by such Agent if that Agent has taken all
necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement
system used by such Agent for that purpose.  (d)Nothing in this Agreement shall oblige the Facility Agent or
any Mandated Lead Arranger to carry out any know
your customer or other checks in relation to any person on behalf
of any Lender and each Lender confirms to the Facility Agent and the Mandated Lead
Arrangers that it is solely  70


responsible
for any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Facility Agent or the Mandated
Lead Arrangers.  25.10Lenders indemnity to the Agents  The Lenders shall (in proportion to their Commitments or, if
the Total Commitments are then zero, to their Commitments immediately prior to
their reduction to zero) severally indemnify each Agent, within three Business
Days of demand, against any cost, loss or liability incurred by such Agent
(otherwise than by reason of such Agents negligence or wilful misconduct) in
acting as Agent under the Finance Documents (unless such Agent has been
reimbursed by ABB or the Obligors pursuant to a Finance Document).  25.11Resignation of an Agent  (a)An Agent may resign and appoint one of its Affiliates as
successor by giving notice to the Lenders and ABB provided that such successor shall act out of an office in
(the Required Location):  (i)in the case of the Facility Agent, London;  (ii)in the case of the Dollar Swingline Agent, New York;  (iii)in the case of the Euro Swingline Agent, London; and  (iv)in the case of the SEK Swingline Agent, Stockholm.  (b)Alternatively an Agent may resign by giving notice to the
Lenders and ABB, in which case the Majority Lenders may appoint a successor
Agent which will act out of an office in the Required Location.  (c)If the Majority Lenders have not appointed a successor Agent
in accordance with paragraph (b) above within 30 days after notice of
resignation was given, the resigning Agent may appoint a successor Agent which
will act out of an office in the Required Location.  (d)A successor Agent may only be appointed with the prior
consent of ABB (such consent not to be unreasonably withheld or delayed).  (e)The retiring Agent shall, at its own cost, make available to
the successor Agent such documents and records and provide such assistance as
the successor Agent may reasonably request for the purposes of performing its
functions as Agent under the Finance Documents.  (f)Such Agents resignation notice shall only take effect upon
the appointment of a successor as contemplated in paragraphs (b) and (c) above.  (g)Upon the appointment of a successor, the retiring Agent
shall be discharged from any further obligation in respect of the Finance
Documents but shall remain entitled to the benefit of this Clause 25.  Its successor and each of the  71


other Parties
shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.  (h)After consultation with ABB, the Majority Lenders may, by
notice to an Agent, require it to resign in accordance with paragraph (b) above.  In this event, such Agent shall resign in
accordance with paragraph (b) above.  25.12Confidentiality  (a)In acting as agent for the Finance Parties, each Agent shall
be regarded as acting through its agency division which shall be treated as a
separate entity from any other of its divisions or departments.  (b)If information is received by another division or department
of an Agent, it may be treated as confidential to that division or department
and such Agent shall not be deemed to have notice of it.  (c)Notwithstanding any other provision of any Finance Document
to the contrary, neither Agent nor either Mandated Lead Arranger is obliged to
disclose to any other person (i) any confidential information or (ii) any
other information if the disclosure would or might in its reasonable opinion
constitute a breach of any law or a breach of a fiduciary duty.  25.13Relationship with the Lenders  (a)Each Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and acting through its Facility Office unless it
has received not less than 5 Business Days prior notice from that Lender to
the contrary in accordance with the terms of this Agreement.  (b)Each Lender shall supply each Agent with any information
required by such Agent in order to calculate the Mandatory Cost.  25.14Credit appraisal by the Lenders  Without affecting the responsibility of each Obligor for
information supplied by it or on its behalf in connection with any Finance
Document, each Lender confirms to each Agent and each Mandated Lead Arranger
that it has been, and will continue to be, solely responsible for making its
own independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited to:  (a)the financial condition, status and nature of each Group
Company;  (b)the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document;  (c)whether that Lender has recourse, and the nature and extent
of that recourse, against any Party or any of its respective assets under or in
connection with any Finance Document, the transactions contemplated by the
Finance  72


Documents or
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document; and  (d)the adequacy, accuracy and/or completeness of the
Information Memorandum and any other information provided by an Agent, any
other Party or by any other person under or in connection with any Finance
Document, a Mandated Lead Arranger the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document.  25.15Reference Banks  If a Reference Bank (or, if a Reference Bank is not a
Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the
Facility Agent shall (in consultation with ABB) appoint another Lender or an
Affiliate of a Lender to replace that Reference Bank.  26.CONDUCT OF BUSINESS BY THE FINANCE PARTIES  No provision of this Agreement will:  (a)interfere with the right of any Finance Party to arrange its
affairs (tax or otherwise) in whatever manner it thinks fit;  (b)oblige any Finance Party to investigate or claim any credit,
relief, remission or repayment available to it or the extent, order and manner
of any claim; or  (c)oblige any Finance Party to disclose any information
relating to its affairs (tax or otherwise) or any computations in respect of
Tax.  27.SHARING AMONG THE LENDERS  27.1Payments to Lenders  If a Lender (a Recovering
Lender) receives or recovers any amount from ABB or an Obligor
other than in accordance with Clause 28 (Payment
mechanics) and applies that amount to a payment due under the
Finance Documents then:  (a)the Recovering Lender shall, within 3 Business Days, notify
details of the receipt or recovery, to the Facility Agent;  (b)the Facility Agent shall determine whether the receipt or
recovery is in excess of the amount the Recovering Lender would have been paid
had the receipt or recovery been received or made by the Facility Agent and
distributed in accordance with Clause 28 (Payment
mechanics), without taking account of any Tax which would be imposed
on the Facility Agent in relation to the receipt, recovery or distribution; and  (c)the Recovering Lender shall, within three Business Days of
demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or
recovery less any amount which the Facility Agent  73


determines
may be retained by the Recovering Lender as its share of any payment to be
made, in accordance with Clause 28.5 (Partial
payments).  27.2Redistribution of payments  The Facility Agent shall treat the Sharing Payment as if it
had been paid by ABB or the relevant Obligor (as the case may be) and
distribute it between the Finance Parties (other than the Recovering Lender) in
accordance with Clause 28.5 (Partial
payments).  27.3Recovering Lenders rights  (a)On a distribution by the Facility Agent under Clause 27.2 (Redistribution of payments), the
Recovering Lender will be subrogated to the rights of the Finance Parties which
have shared in the redistribution.  (b)If and to the extent that the Recovering Lender is not able
to rely on its rights under paragraph (a) above, ABB or the relevant
Obligor (as the case may be) shall be liable to the Recovering Lender for a
debt equal to the Sharing Payment which is immediately due and payable.  27.4Reversal of redistribution  If any part of the Sharing Payment received or recovered by
a Recovering Lender becomes repayable and is repaid by that Recovering Lender,
then:  (a)each Lender which has received a share of the relevant
Sharing Payment pursuant to Clause 27.2 (Redistribution
of payments) shall, upon request of the Facility Agent, pay to the
Facility Agent for the account of that Recovering Lender an amount equal to its
share of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Lender for its proportion of any interest on the Sharing
Payment which that Recovering Lender is required to pay); and  (b)that Recovering Lenders rights of subrogation in respect of
any reimbursement shall be cancelled and ABB or the relevant Obligor (as the
case may be) will be liable to the reimbursing Lender for the amount so
reimbursed.  27.5Exceptions  (a)This Clause 27 shall not apply to the extent that the
Recovering Lender would not, after making any payment pursuant to this Clause,
have a valid and enforceable claim against ABB or the relevant Obligor (as the
case may be).  (b)A Recovering Lender is not obliged to share with any other
Lender any amount which the Recovering Lender has received or recovered as a
result of taking legal or arbitration proceedings, if:  (i)it notified the other Lenders of the legal or arbitration
proceedings; and  (ii)the other Lender had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably  74


practicable
having received notice or did not take separate legal or arbitration
proceedings.  75


SECTION 10 ADMINISTRATION  28.PAYMENT MECHANICS  28.1Payments to the Agents  (a)For the purpose of this Clause 28 a reference to the Relevant Agent means:  (i)in relation to payments under the Dollar Swingline Facility,
the Dollar Swingline Agent;  (ii)in relation to payments under the Euro Swingline Facility,
the Euro Swingline Agent;  (iii)in relation to payments under the SEK Swingline Facility,
the SEK Swingline Agent; and  (iv)for all other payments, the Facility Agent.  (b)On each date on which a Borrower or a Lender is required to
make a payment under a Finance Document, such Borrower or, as the case may be,
such Lender shall make the same available to the Relevant Agent (unless a
contrary indication appears in a Finance Document) for value on the due date at
the time and in such funds specified by the Relevant Agent as being customary
at the time for settlement of transactions in the relevant currency in the
place of payment.  (c)Payment shall be made to such account in the principal
financial centre of the country of that currency (or, in relation to Euro, in a
principal financial centre in a Participating Member State or London) with such
bank as the Relevant Agent specifies.  28.2Distributions by the Facility Agent  Each payment received by an Agent under the Finance
Documents for another Party shall, subject to Clause 28.3 (Distributions to the Obligors) and Clause
28.4 (Clawback) be made available
by such Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for
the account of its Facility Office), to such account as that Party may notify
to the Facility Agent by not less than 5 Business Days notice with a bank in
the principal financial centre of the country of that currency (or, in relation
to Euro, in the principal financial centre of a Participating Member State or
London).  28.3Distributions to the Obligors  An Agent may (with the consent of ABB or the relevant
Obligor (as the case may be) or in accordance with Clause 29 (Set-off)) apply any amount received by it
for ABB or that Obligor in or towards payment (on the date and in the currency
and funds of receipt) of any amount due from ABB or that Obligor (as the case
may be) under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.  76


28.4Clawback  (a)Where a sum is to be paid to an Agent under the Finance
Documents for another Party, such Agent is not obliged to pay that sum to that
other Party (or to enter into or perform any related exchange contract) until
it has been able to establish to its absolute satisfaction that it has actually
received that sum (and such Agent shall make such due enquiry as a diligent
agent would make in so establishing).  (b)If an Agent pays an amount to another Party and it proves to
be the case that such Agent had not actually received that amount, then the
Party to whom that amount (or the proceeds of any related exchange contract)
was paid by such Agent shall on demand refund the same to such Agent together
with interest on that amount from the date of payment to the date of receipt by
such Agent, calculated by such Agent to reflect its cost of funds.  (c)In the event that a Lender fails to make its participation in
an Advance available to the Relevant Agent (as defined in Clause 28.1 (Payments to the Agents)) in accordance
with the terms of this Agreement, such Lender hereby indemnifies the Relevant
Agent on demand against all costs, losses and expenses that the Relevant Agent
may incur as a result of such failure (including, without limitation, where the
Relevant Agent, at its sole option, makes arrangements to make available to the
relevant Borrower an amount equal to said participation).  (d)For the purposes of paragraph (c) of this
Clause 28.4, if a Lender makes its participation available to the Relevant
Agent after 3.00 p.m. (London time) on the due date, such participation
shall be deemed to have been made available on the Business Day immediately
succeeding the said due date.  28.5Partial payments  (a)If an Agent receives a payment that is insufficient to
discharge all the amounts then due and payable by ABB or the Obligors under the
Finance Documents, such Agent shall apply that payment towards the obligations
of the Obligors under the Finance Documents in the following order:  (i)first, in or towards payment pro rata of any unpaid fees, costs
and expenses of the Agents under the Finance Documents;  (ii)secondly, in or towards payment pro rata of any accrued interest or
commission due but unpaid under this Agreement;  (iii)thirdly, in or towards payment pro rata of any principal due but
unpaid under this Agreement; and  (iv)fourthly, in or towards payment pro rata of any other sum due but
unpaid under the Finance Documents.  (b)TheFacilityAgentshall,ifsodirectedbytheMajorityLenders,varytheordersetoutinparagraphs(a)(ii)to(iv)above.  77


(c)Paragraphs (a) and (b) above will override any appropriation
made by ABB or any Obligor.  28.6No set-off by Obligors  All payments to be made by ABB or the Obligors under the
Finance Documents shall be calculated and be made without (and free and clear
of any deduction for) set-off or counterclaim.  28.7Business Days  (a)Any payment which is due to be made on a day
that is not a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is
not).  (b)During any extension of the due date for payment
of any principal or an Unpaid Sum under this Agreement interest is payable on
the principal at the rate payable on the original due date.  28.8Currency of account  (a)Subject to paragraphs (b) to (e) below,
the Base Currency is the currency of account and payment for any sum due from
ABB or the Obligors under any Finance Document.  (b)A repayment of an Advance or Unpaid Sum or a
part of an Advance or Unpaid Sum shall be made in the currency in which that
Advance or Unpaid Sum is denominated on its due date.  (c)Each payment of interest shall be made in the
currency in which the sum in respect of which the interest is payable was
denominated when that interest accrued.  (d)Each payment in respect of costs, expenses or
Taxes shall be made in the currency in which the costs, expenses or Taxes are
incurred.  (e)Any amount expressed to be payable in a currency
other than the Base Currency shall be paid in that other currency.  28.9Change of currency  (a)Unless otherwise prohibited by law, if more than
one currency or currency unit are at the same time recognised by the central
bank of any country as the lawful currency of that country, then:  (i)any reference in the Finance Documents to, and any
obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency unit of
that country designated by the Facility Agent (after consultation with ABB);
and  (ii)any translation from one currency or currency unit to
another shall be at the official rate of exchange recognised by the central
bank for the  78


conversion of
that currency or currency unit into the other, rounded up or down by the
Facility Agent (acting reasonably).  (b)If a change in any currency of a country occurs,
this Agreement will, to the extent the Facility Agent (acting reasonably and
after consultation with ABB) specifies to be necessary, be amended to comply
with any generally accepted conventions and market practice in the Relevant
Interbank Market and otherwise to reflect the change in currency.  29.SET-OFF  Without prejudice to the rights at law of each Finance
Party, while an Event of Default is continuing, a Finance Party may set off any
matured obligation due from ABB or the Obligors under the Finance Documents (to
the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to ABB or the Obligors, regardless of the
place of payment, booking branch or currency of either obligation.  If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.  30.NOTICES  30.1Communications in writing  (a)Any communication to be made under or in connection with the
Finance Documents shall be made in writing and, unless otherwise stated, may be
made by fax or letter.  (b)With the consent of the relevant Lender, the
Agents may serve notices and other information on a Lender by way of electronic
mail.  30.2Addresses  (a)The address and fax number (and the department or officer,
if any, for whose attention the communication is to be made) of each Party for
any communication or document to be made or delivered under or in connection
with the Finance Documents is:  (i)in the case of the Original Obligors, that identified in Part V
(The Original Obligors) of
Schedule 1, with a copy to ABB and ABB Capital B.V., Zurich Branch;  (ii)in the case of ABB, that identified in Part V (The Original Obligors) of Schedule 1;  (iii)in the case of an Additional Obligors, that identified in
the Borrower Accession Letter relating to that Additional Obligors, with a copy
to ABB and ABB Capital B.V., Zurich Branch;  (iv)in the case of ABB Capital B.V., Zurich Branch, that
identified in paragraph (b) below;  79


(v)in the case of each Lender, that notified in writing to the
Facility Agent on or prior to the date on which it becomes a Party; and  (vi)in the case of an Agent, that identified in paragraph (b) below,  or any substitute address, fax number or department or
officer as the Party may notify to the Facility Agent (or the Facility Agent
may notify to the other Parties, if a change is made by the Facility Agent) by
not less than 5 Business Days notice.  (b)  (i)the Facility Agent:  Credit Suisse 1 Cabot Square Canary Wharf London  E14 4QJ Attn:  Loans Agency / Paul Ronchi, Agency
department  Tel:    020 7888 8361 8362 Fax:   020 7458 8204 / 020 7888 8398  (ii)the Dollar Swingline Agent:  Credit Suisse, Cayman Islands Branch Eleven Madison Avenue New York, NY 10010-3629 USA  Attn:  Karl Studer  Tel:    00 212 325 9163 Fax:   00 212 325 8326 E-mail:karl.studer@csfb.com  (iii)the Euro Swingline Agent  Credit Suisse 1 Cabot Square Canary Wharf London  E14 4QJ  Attn:  Loans Agency  Tel:    020 7888 8361 8362 Fax:   020 7458 8204 / 020 7888 8398  (iv)the SEK Swingline Agent  Merchant Banking, Skandinaviska Enskilda Banken, Ab (Publ)  80


Rissneleden 110106 40 Stockholm Sweden Attn: Merchant Banking, Structured Finance Operations  Tel:  +46 8 763 8166 Fax:  +46 8 6110384  (v)ABB Capital B.V., Zurich Branch Affolternstrasse 44 PO Box 8131 CH-8050 Switzerland Attn:  Head of GTO Fax:   +41 43 317 7474  Copy: Legal Department Fax:    +41 43 317 7992  30.3Delivery  (a)Any communication or document made or delivered by one
person to another under or in connection with the Finance Documents will only
be effective:  (i)if by way of fax, when received in legible form; or  (ii)if by way of letter, when it has been left at the relevant
address or 5 (in the case of domestic mail) or 10 (in the case of air mail)
Business Days after being deposited in the post postage prepaid in an envelope
addressed to it at that address; or  (iii)if by way of electronic mail, when received.  and, if a particular department or officer is specified as
part of its address details provided under Clause 30.2 (Addresses), if addressed to that
department or officer, provided that
if receipt is on a day that is not a working day in the country of receipt or
is at a time outside normal business hours, such communication shall be
effective on the next succeeding working day.  (b)Any communication or document to be made or
delivered to an Agent will be effective only when actually received by such
Agent and then only if it is expressly marked for the attention of the
department or officer identified in Clause 30.2 (Addresses) (or any substitute department or officer as the
relevant Agent shall specify for this purpose).  (c)All notices from or to an Obligor shall be
sent through the Facility Agent.  81


30.4Notification of address and fax number  Promptly upon
receipt of notification of an address, fax number or change of address or fax
number pursuant to Clause 30.2 (Addresses)
or changing its own address or fax number, the Facility Agent shall notify the
other Parties.  30.5English language  (a)Any notice given under or in connection with any Finance
Document must be in English.  (b)All other documents provided under or in connection with any
Finance Document must be:  (i)in English; or  (ii)if not in English, and if so required by the Facility Agent,
accompanied by a certified English translation.  31.CALCULATIONS AND CERTIFICATES  31.1Accounts  In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance
Party are prima facie evidence of the matters to which they relate.  31.2Certificates and Determinations  Except where
otherwise indicated, any certification or determination by a Finance Party of a
rate or amount under any Finance Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates.  31.3Day count convention  Any interest,
commission or fee accruing under a Finance Document will accrue from day to day
and is calculated on the basis of the actual number of days elapsed and a year
of 360 days or, in any case where the practice in the Relevant Interbank Market
differs, in accordance with that market practice.  32.PARTIAL INVALIDITY  If, at any
time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.  33.REMEDIES AND WAIVERS  No failure to
exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further
or other exercise or the exercise of any other right or remedy.  The rights and remedies  82


provided in
this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.  34.AMENDMENTS AND WAIVERS  34.1Required consents  (a)Subject to Clause 34.2 (Exceptions)
any term of the Finance Documents may be amended or waived only with the
consent of the Majority Lenders and ABB and any such amendment or waiver will
be binding on all Parties.  (b)The Facility Agent may effect (and is hereby so authorised
by each Finance Party), on behalf of any Finance Party, any amendment or waiver
permitted by this Clause.  34.2Exceptions  (a)An amendment or waiver that has the effect of changing or
which relates to:  (i)the definition of Majority
Lenders in Clause 1.1 (Definitions);  (ii)an extension to the date of payment of any amount under the
Finance Documents;  (iii)a reduction in the Margin or the amount of any payment of
principal, interest, fees or commission payable;  (iv)an increase in any Commitment;  (v)any provision which expressly requires the consent of all
the Lenders;  (vi)Clause 2.2 (Lenders
rights and obligations), Clause 4.2 (Further conditions precedent), Clause 23 (Changes to the Lenders), Clause 24 (Changes to the Obligors), Clause 27 (Sharing among the Lenders) or this Clause
34; or  (vii)any change to the Obligors other than in accordance with
Clause 24 (Changes to the Obligors),  shall not be
made without the prior consent of all the Lenders.  (b)An amendment or waiver which relates to the rights or
obligations of any Agent or either Mandated Lead Arranger may not be effected
without the consent of such Agent or such Mandated Lead Arranger.  35.COUNTERPARTS  Each Finance
Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the
Finance Document.  83


SECTION 11 GOVERNING LAW AND ENFORCEMENT  36.GOVERNING LAW  This
Agreement is governed by English law.  37.ENFORCEMENT  (a)The courts of England have exclusive jurisdiction to settle
any dispute arising out of or in connection with this Agreement (including a
dispute regarding the existence, validity or termination of this Agreement) (a Dispute).  (b)The Parties agree that the courts of England are the most
appropriate  and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.  (c)This Clause 37 is for the benefit of the Finance Parties
only.  As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute (Proceedings) in any other courts with
jurisdiction.  (d)If ABB Capital B.V. is represented by an attorney or
attorneys in connection with the signing and/or execution and/or delivery of
this Agreement or any agreement or document referred to herein or made pursuant
hereto and the relevant power or powers of attorney is or are expressed to be
governed by the laws of a particular jurisdiction, it is hereby expressly
acknowledged and accepted by the other parties hereto that such laws shall
govern the existence and extent of such attorneys or attorneys authority and
the effects of the exercise thereof.  (e)ABB and each Obligor incorporated in a jurisdiction other
than England and Wales agree that the documents which start any Proceedings in
England and any other documents required to be served in relation to those
Proceedings may be served on ABB Limited, at Daresbury Park, Daresbury,
Warrington WA4 4BT, Cheshire, United Kingdom or, if different, its registered
office, with a copy to ABB.  If the
appointment of the person mentioned in this sub-clause (e) ceases to be
effective, ABB and each Obligor shall immediately appoint another person in
England to accept service of process on its behalf in England.  If ABB or any Obligor fails to do so (and
such failure continues for a period of not less than fourteen days), the
Facility Agent shall be entitled to appoint such a person by notice to ABB or
the relevant Obligor (as the case may be). 
Nothing contained herein shall restrict the right to serve process in
any other manner allowed by law.  THIS
AGREEMENThas been entered into on the date stated at
the beginning of this Agreement.  84


SCHEDULE 1  Part I
The Original Lenders  Name
  
  Facility Office
  
  Commitment ($)Barclays
  Bank PLC
  
  5 The North Colonnade
  Canary Wharf 
  London E14 4BB
  
  120,000,000BNP Paribas
  
  37 Place Du Marche Saint Honore 
  75 001 Paris
  
  120,000,000Citibank,
  N.A.
  
  Citigroup Centre 
  25 Canada Square 
  Canary Wharf
  London E14 5HQ
  
  120,000,000Commerzbank
  Aktiengesellschaft,
  Großkundencenter Region Mitte
  
  Neue Mainzer Landstrasse 33-35 
  60311 Frankfurt am Main
  
  120,000,000Credit
  Suisse
  
  1 Cabot Square 
  Canary Wharf 
  London E14 4QJ
  
  120,000,000Deutsche
  Bank Luxembourg S.A.
  
  2, boulevard Konrad Adenauer 
  L-1115 Luxembourg
  
  120,000,000Dresdner
  Bank AG, Niederlassung 
  Luxemburg
  
  6A, route de Trèves 
  2633 Senningerberg 
  Luxembourg
  
  120,000,000HSBC Bank
  plc
  
  8 Canada Square 
  Canary Wharf 
  London E14 5HQ
  
  120,000,000HVB Banque
  Luxembourg Société 
  Anonyme
  
  4, rue Alphonse Weicker 
  L-2721 Luxembourg-Kirchberg
  
  120,000,000Nordea Bank
  AB (publ)
  
  International Loan Services, 
  H 352 
  SE-105 71 Stockholm 
  Sweden
  
  120,000,000Skandinaviska
  Enskilda Banken AB (publ)
  
  Rissneleden 110 
  106 40 Stockholm 
  Sweden
  
  120,000,000Svenska
  Handelsbanken AB (publ)
  
  Blasieholmstorg 11 
  SE-10670 Stockholm 
  Sweden
  
  120,000,000  85


ABN AMRO Bank N.V., 
  Niederlassung Deutschland
  
  Theodor-Heuss-Allee 80 
  D-60486 Frankfurt 
  Germany
  
  72,500,000Banco Bilbao Vizcaya Argentaria S.A.
  
  108 Cannon Street 
  London EC4N 6EU
  
  72,500,000Bank of America, N.A.
  
  5 Canada Square 
  London E14 5AQ
  
  72,500,000DnB Nor Bank ASA
  
  DnB NOR Bank ASA, KKD 
  Stranden 21, 0021 Oslo
  
  72,500,000ING Luxembourg S.A.
  
  52 route dEsch 
  L-2965 Luxembourg
  
  72,500,000KBC Bank NV Dublin Branch
  
  KBC Bank NV Dublin Branch 
  Sandwith Street 
  Dublin 2
  
  72,500,000UBS Limited
  
  1, Finsbury Avenue, 
  London EC2M 2PP
  
  72,500,000Banca Intesa SpA
  
  London Branch, 90 Queen St, 
  London, EC4N 1SA
  
  52,500,000Total
  
  
  
  2,000,000,000  86


Part II
The Dollar Swingline Lenders  Name
  
  Facility Office
  
  Dollar Swingline 
  Commitment ($)Barclays Bank PLC
  
  200
  Cedar Knolls 
  Road,Whippany, New Jersey, 
  07981,U.S.A
  
  55,500,000BNP Paribas
  
  French American Banking 
  Corporation 
  PO Box 7589 
  FDR station, NY 10150
  
  55,500,000Citibank, N.A.
  
  399 Park Ave 16th floor, NY, 
  NY 10043
  
  55,500,000Credit Suisse, Cayman Islands Branch
  
  One Madison Avenue 
  New York, NY 10010
  
  55,500,000Deutsche Bank Luxembourg S.A. 
  c/o Deutsche Bank AG 
  New York
  
  90 Hudson Street 
  New Jersey 
  NJ 07302
  
  55,500,000Dresdner Bank AG, 
  Niederlassung Luxemburg c/o 
  Dresdner Bank AG New York Branch
  
  1301 Avenue of the Americas, 
  10th Floor 
  New York, NY 10019
  
  55,500,000HSBC Bank plc
  
  One HSBC Centre 
  26th Floor, Buffalo NY 14203
  
  55,500,000HVB Banque Luxembourg 
  Société Anonyme (acting through HVB New York Branch)
  
  150
  East 42nd Street 
  New York, NY 10017
  
  55,500,000Nordea Bank AB (publ)
  
  Nordea Bank Finland PLC, 
  New York Branch 
  437 Madison Avenue 
  New York, NY 10022
  
  50,000,000Skandinaviska Enskilda Banken AB (publ)
  
  245 Park Avenue, 42nd Floor 
  New York, NY 10167
  
  50,000,000Svenska Handelsbanken, New York Branch
  
  875 Third Avenue 
  NY 10022-7218 
  New York
  
  50,000,000  87


ABN AMRO Bank N.V.
  
  540 West Madison Street, Suite 
  2621 Chicago 
  Illinois 60661
  
  26,000,000Banco Bilbao Vizcaya 
  Argentaria S.A.
  
  1345 Avenue of the Americas 
  45th Floor, New York 
  N.Y. 10105
  
  26,000,000Bank of America, N.A.
  
  Bank of America Corporate 
  Centre 
  101 N. Tryon Street15th Floor 
  Charlotte NC 28255
  
  26,000,000DnB Nor Bank ASA
  
  200 Park Avenue - 31st Floor 
  New York, NY 10166
  
  26,000,000KBC Bank NV New York Branch
  
  125 West 55th Street 
  New York NY 10019
  
  26,000,000UBS Loan Finance LLC
  
  677 Washington Blvd. 
  Stamford, CT 06901 
  USA
  
  26,000,000Total
  
  
  
  750,000,000  88


Part III
The Euro Swingline Lenders  Name
  
  Facility Office
  
  Euro Swingline Commitment ($)Barclays Bank PLC
  
  London branch
  
  55,500,000BNP Paribas
  
  Paris branch
  
  55,500,000Citibank, N.A.
  
  London branch
  
  55,500,000Credit Suisse
  
  London branch
  
  55,500,000Deutsche Bank Luxembourg
  S.A.
  
  Luxembourg branch
  
  55,500,000Dresdner Bank AG, 
  Niederlassung Luxemburg
  
  Luxembourg branch
  
  55,500,000HSBC Bank plc
  
  London branch
  
  55,500,000HVB Banque Luxembourg 
  Société Anonyme
  
  Luxembourg branch
  
  55,500,000Nordea Bank AB (publ)
  
  Stockholm branch
  
  50,000,000Skandinaviska Enskilda
  Banken AB 
  (publ)
  
  Stockholm branch
  
  50,000,000Svenska Handelsbanken AB
  (publ)
  
  Stockholm branch
  
  50,000,000ABN AMRO Bank N.V., 
  Niederlassung Deutschland
  
  Frankfurt branch
  
  26,000,000Banco Bilbao Vizcaya
  Argentaria S.A.
  
  London branch
  
  26,000,000Bank of America, N.A.
  
  London branch
  
  26,000,000DnB Nor Bank ASA
  
  Oslo branch
  
  26,000,000KBC Bank NV Dublin Branch
  
  Dublin branch
  
  26,000,000UBS Limited
  
  London branch
  
  26,000,000Total
  
  
  
  
  750,000,000  89


Part IV
The SEK Swingline Lenders  Name
  
  Facility Office
  
  SEK Swingline
  Commitment ($)Skandinaviska Enskilda
  Banken AB (publ)
  
  Rissneleden
  110
  106 40 Stockholm
  Sweden
  
  70,000,000Nordea Bank AB (publ)
  
  International
  Loan Services,
  H 352
  SE-105 71 Stockholm
  Sweden
  
  65,000,000Svenska Handelsbanken AB
  (publ)
  
  Blasieholmstorg
  11
  SE-10670 Stockholm
  Sweden
  
  65,000,000Total
  
  
  
  200,000,000  90


Part V The Original Obligors  Name of Original
  Borrower
  
  Address
  
  Jurisdiction of
  incorporationABB Capital B.V.
  
  Burgemeester Haspelslaan 65, 5/F
  
  NetherlandsPO Box 74690AmstelveenNL-1181 NBNetherlandsAttention:
  Managing DirectorFax:
  + 31 20 445 9844Copy: Legal DepartmentFax: + 41 43 317 7992ABB Asea Brown Boveri Ltd
  
  Affolternstrasse 44
  
  SwitzerlandCH-8050 ZurichSwitzerlandAttention:
  Deputy CFOFax:
  + 41 43 317 3929Copy: Legal DepartmentFax: + 41 43 317 7992  Name of Original
  Guarantor
  
  Address
  
  Jurisdiction of
  incorporationABB Capital B.V.
  
  Burgemeester Haspelslaan 65, 5/F
  
  NetherlandsPO Box 74690AmstelveenNL-1181 NBNetherlandsAttention:
  Managing DirectorFax:
  + 31 20 445 9844Copy: Legal DepartmentFax: + 41 43 317 7992ABB Asea Brown Boveri Ltd
  
  Affolternstrasse 44
  
  SwitzerlandCH-8050 ZurichSwitzerlandAttention:
  Deputy CFOFax:
  + 41 43 317 3929Copy: Legal DepartmentFax: + 41 43 317 7992  91


ABB Ltd
  
  Affolternstrasse 44
  
  SwitzerlandCH-8050 ZurichSwitzerlandAttention:
  Deputy CFOFax:
  + 41 43 317 3929Copy: Legal DepartmentFax: + 41 43 317 7992  92


SCHEDULE 2 CONDITIONS
PRECEDENT  Part I Conditions Precedent  1.Corporate Documents  (a)A copy of the constitutional documents of each
Obligor.  (b)A copy of a resolution of the board of directors
of each Obligor (if applicable) or, in the case of ABB Capital B.V., a copy of a resolution of the board of managing
directors (directie) or, in the
case of ABB, a copy of an excerpt of the minutes of the board of directors of
ABB:  (i)approving the terms of, and the transactions contemplated
by, the Finance Documents to which it is a party and resolving that it execute
the Finance Documents to which it is a party;  (ii)(other than in relation to ABB) authorising a
specified person or persons to execute the Finance Documents to which it is a
party on its behalf; and  (iii)authorising a specified person or persons, on its behalf, to
sign and/or despatch all documents and notices (including, if relevant, any
Utilisation Request) to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party.  (c)A copy of a shareholders resolutions of ABB Capital B.V.  (d)A copy of a shareholders resolution of ABB Asea
Brown Boveri Ltd.  (e)A specimen of the signature of each person
authorised by the resolution referred to in paragraph (b) above.  (f)A certificate of each Obligor (signed without
personal liability by an authorised signatory of each Obligor) confirming that
borrowing or guaranteeing, as appropriate, the Total Commitments would not
cause any borrowing, guaranteeing or similar limit binding on that relevant
Obligor to be exceeded.  (g)A certificate of an authorised signatory of the relevant Obligor,
certifying without personal liability that each copy document relating to it
specified in paragraph 1 (a) - (f) of this Schedule 2 is correct,
complete and in full force and effect as at a date no earlier than the date of
this Agreement.  93


2.Legal opinions  (a)A legal opinion of Clifford Chance Limited
Liability Partnership, legal advisers to the Mandated Lead Arrangers and the
Agents in England, substantially in the form distributed to the Original
Lenders prior to signing this Agreement.  (b)A legal opinion of Clifford Chance Limited
Liability Partnership, Amsterdam, legal advisers to the Mandated Lead Arranger
and the Agents in the Netherlands in the form approved by the Facility Agent.  (c)A legal opinion of Baer & Karrer, legal
advisers to the Mandated Lead Arrangers and the Agents in Switzerland in the
form approved by the Facility Agent.  3.Other documents and evidence  (a)Evidence that the process agent referred to in
paragraph (e) of Clause 37 (Service of
process) has accepted its appointment.  (b)Repayment and cancellation in full of the
Existing Credit Facility.  (c)The Original Financial Statements of each
Obligor.  (d)Evidence that the fees, costs and expenses then
due from ABB pursuant to Clause 12 (Fees)
and Clause 17 (Costs and expenses)
have been paid or will be paid by the first Utilisation Date.  94


Part II Additional Obligor Conditions Precedent  1.An Accession Letter, duly executed by the
Additional Obligor and ABB.  2.A copy of the constitutional documents of the
Additional Obligor.  3.A copy of a resolution of the board of
directors, or other suitable authority, of the Additional Obligor:  (a)approving the terms of, and the transactions
contemplated by, the Accession Letter and the Finance Documents and resolving
that it execute the Accession Letter;  (b)authorising a specified person or persons to
execute the Accession Letter on its behalf; and  (c)authorising a specified person or persons, on
its behalf, to sign and/or despatch all other documents and notices (including
any Utilisation Request) to be signed and/or despatched by it under or in
connection with the Finance Documents.  4.If required under applicable law, a copy of a
resolution of the Additional Obligor as Guarantor stating that the shareholders
resolve and approve the entering into, and the terms and conditions of, this
Agreement, in particular, in relation to any Additional Obligor incorporated in
Switzerland that is acceding as a Guarantor, the guarantee to be provided by
such Additional Obligor as Guarantor for the purpose of securing the prompt and
complete satisfaction of all present and future conditional and unconditional
claims of the Finance Parties against any member of the Group other than such
Additional Obligor as Guarantor and its wholly owned subsidiaries arising from
time to time out of the Finance Documents.  5.A specimen of the signature of each person
authorised by the resolution referred to in paragraph 3 above.  6.A certificate of the Additional Obligor (signed
by two duly authorised signatories) confirming that borrowing or guaranteeing
(as the case may be) the Total Commitments would not cause any borrowing,
guaranteeing or similar limit binding on it to be exceeded.  7.A certificate of an authorised signatory of the
Additional Obligor certifying that each copy document listed in this Schedule 2
is correct, complete and in full force and effect as at a date no earlier than
the date of the Accession Letter.  8.A copy of any other Authorisation or other
document, opinion or assurance which the Facility Agent reasonably considers to
be necessary in connection with the entry into and performance of the
transactions contemplated by the Accession Letter or for the validity and
enforceability of any Finance Document.  95


9.If available, the latest audited financial
statements of the Additional Obligor.  10.A legal opinion of Clifford Chance Limited
Liability Partnership, legal advisers to the Mandated Lead Arrangers and the
Facility Agent in England.  11.If the Additional Obligor is incorporated in a
jurisdiction other than England and Wales, a legal opinion of the legal
advisers to the Mandated Lead Arrangers and the Facility Agent in the
jurisdiction in which the Additional Obligor is incorporated.  12.If the proposed Additional Obligor is
incorporated in a jurisdiction other than England and Wales, evidence that the
process agent specified in paragraph (e) of Clause 37 (Service of process), if not an Obligor,
has accepted its appointment in relation to the proposed Additional Obligor.  96


SCHEDULE 3 UTILISATION
REQUEST  From:
  [Name of Borrower]To:
  [Agent]Copied to:
  [Facility Agent]*Dated:
  [·]  Dear Sirs  ABB Ltd - $2,000,000,000 Credit Agreement dated [·] (the Credit Agreement)  1.Words and expressions defined in the Credit Agreement have
the same meaning when used herein.  2.We wish to borrow a [Revolving Advance/Dollar Swingline Advance/Euro
Swingline Advance/SEK Swingline Advance] on the following terms:  Proposed Utilisation Date:
  [·] (or,
  if that is not a Business Day, the next Business Day)Currency of Advance:
  [·]Amount:
  [·]Interest Period:
  [·]  3.             We
confirm that each condition specified in Clause 4.2 (Further conditions
precedent) is satisfied on the date of this Utilisation Request.  4.             The
proceeds of this Advance should be credited to [account].  5.             This
Utilisation Request is irrevocable.  Yours faithfully    authorised signatory for  [Name of Borrower]  97


SCHEDULE 4 FORM OF
TRANSFER CERTIFICATE  To:
  [·  ] as Facility AgentFrom:
  [The Existing Lender] (the Existing
  Lender) and [The New Lender] (the New Lender)Dated:  ABB Ltd - $2,000,000,000 Credit Agreement dated [·] (the Credit
Agreement)  1.Words and expressions defined in the Credit
Agreement have the same meaning when used herein.  2.We refer to Clause 23.5 (Procedure for transfer) of the Credit
Agreement:  (a)The Existing Lender and the New Lender agree to
the Existing Lender and the New Lender transferring by novation all or part of
the Existing Lenders Commitment, rights and obligations referred to in the
Schedule in accordance with Clause 23.5 (Procedure
for transfer).  (b)The proposed Transfer Date is [·].  (c)The Facility Office and address, fax number and
attention details for notices of the New Lender for the purposes of Clause 30.2
(Addresses) are set out in the
Schedule.  3.The New Lender expressly acknowledges the
limitations on the Existing Lenders obligations set out in paragraph (c) of
Clause 23.4 (Limitation of responsibility of
Existing Lenders).  4.The New Lender confirms on the Transfer Date
that it is a PMP.(1)  5.This Transfer Certificate is governed by English
law.  
 (1) Only to be included if it is a requirement under
Dutch law at the time of such assignment or transfer that the New Lender
qualifies as a PMP.  98


THE SCHEDULE  Commitment/rights and obligations to be
transferred [insert relevant details] [Facility Office address, fax number and
attention details for notices and account details for payments,]  [Existing Lender]
  [New Lender]By:
  By:  This Transfer Certificate is accepted by the Facility Agent and the
Transfer Date is confirmed as [·].  [Facility Agent]  By:  99


SCHEDULE 5 TIMETABLES  Advances in 
  Euro
  
  Advances in 
  Dollars
  
  Advances in 
  SEK
  
  Advances in 
  other 
  currenciesDelivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)
  
  10 a.m. London time, 3 Business Days prior to the proposed
  Utilisation Date
  
  11 a.m. London time, 3 Business Days prior to the proposed
  Utilisation Date
  
  11 a.m. London time, 3 Business Days prior to the proposed
  Utilisation Date
  
  11 a.m. London time, 3 Business Days prior to the proposed
  Utilisation DateFacility Agent determines (in relation to a Utilisation) the Base
  Currency Amount of the Advance, if required under Clause 5.4 (Lenders participation)
  
  11 a.m. London time, 3 Business Days prior to the proposed
  Utilisation Date
  
  N/A
  
  11 a.m. London time, 3 Business Day prior to the proposed
  Utilisation Date
  
  11 a.m. London time, 3 Business Days prior to the proposed
  Utilisation DateFacility Agent notifies the Lenders of the Advance in accordance with
  Clause 5.4 (Lenders participation)
  
  Promptly upon receipt from the relevant Borrower
  
  Promptly upon receipt from the relevant Borrower
  
  Promptly upon receipt from the relevant Borrower
  
  Promptly upon receipt from the relevant BorrowerDelivery of a duly completed Utilisation Request (Clause 5.5 (Delivery of a Utilisation Request for a Swingline
  Advance))
  
  9.30 a.m. London time on the proposed Utilisation Date
  
  11 a.m. New York time on the proposed Utilisation Date
  
  10.00 a.m. Stockholm time on the proposed Utilisation Date
  
  N/A  100


Advances in 
  Euro
  
  Advances in 
  Dollars
  
  Advances in 
  SEK
  
  Advances in 
  other 
  currenciesSwingline Agent notifies each Swingline Lender of the amount,
  currency and the Base Currency Amount of each Swingline Advance (paragraph
  (c) of Clause 5.8 (Swingline Lenders
  Participation))
  
  Promptly upon receipt from the relevant Borrower
  
  Promptly upon receipt from the relevant Borrower
  
  Promptly upon receipt from the relevant Borrower
  
  N/AFacility Agent receives a notification from a Lender under Clause 6.2
  (Unavailability of a currency)
  
  N/A
  
  N/A
  
  N/A
  
  Quotation Day as of 9 a.m. London timeFacility Agent gives notice in accordance with Clause 6.2 (Unavailability of a currency)
  
  N/A
  
  N/A
  
  N/A
  
  Upon receipt of notification from the LendersLIBOR or EURIBOR or STIBOR is fixed
  
  Quotation Day as of 11.00 a.m. Brussels time
  
  Quotation Day as of 11.00 a.m. London time
  
  Quotation Day as of 11.00 a.m. Stockholm time
  
  Quotation Day as of 11. 00 a.m. London time  101


SCHEDULE 6 FORM OF ACCESSION LETTER  To:
  Credit
  Suisse as Facility Agent  From: [Subsidiary]
and ABB Ltd  Dated: [·]  Dear Sirs  ABB Ltd - $2,000,000,000 Revolving Credit Agreement dated [·] (the Agreement)  1.We
refer to the Agreement.  This is an Accession
Letter.  Terms defined in the Agreement
have the same meaning in this Accession Letter unless given a different meaning
in this Accession Letter.  2.[Subsidiary]
agrees to become an [Additional Borrower]/[Additional Guarantor] and to be
bound by the terms of the Agreement as an [Additional Borrower]/[Additional
Guarantor] pursuant to [Clause 24.2 (Additional
Borrowers)]/[Clause 24.2 (Additional
Guarantors)] of the Agreement.  3.[Subsidiary]
is a company duly incorporated under the laws of [name of relevant
jurisdiction].  4.[Subsidiary]
is a wholly owned Subsidiary of ABB Ltd.  5.[Subsidiarys]
administrative details are as follows:  Address:  Fax No:  Attention:  6.This
Accession Letter is governed by English law.  [This
Guarantor Accession Letter is entered into by deed].  ABB Ltd
  [Subsidiary]By:
  By:  102


SCHEDULE 7 FORM OF RESIGNATION LETTER  To:
  Credit
  Suisse as Facility AgentFrom:
  [resigning
  Obligor] and ABB Ltd  Dated: [·]  Dear Sirs  ABB Ltd - $2,000,000,000 Revolving Credit Agreement dated [·] (the Agreement)  1.We
refer to the Agreement.  This is a
Resignation Letter.  Terms defined in the
Agreement have the same meaning in this Resignation Letter unless given a different
meaning in this Resignation Letter.  2.Pursuant
to [Clause 24.6 (Resignation of a Borrower)]/[Clause
24.6 (Resignation of a Guarantor)],
we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.  3.We
confirm that:  (a)no Default would result from the acceptance of this request; and  (b)[resigning
Obligor] is under no actual or contingent liability under the Agreement.  4.This
Resignation Letter is governed by English law.  ABB
  Ltd
  [Subsidiary]By:
  By:  103


SCHEDULE 8 MANDATORY COST  The Mandatory
Cost is an addition to the interest rate on an Advance denominated in Sterling
to compensate the Lenders for the cost attributable to such Advance resulting
from the imposition from time to time under or pursuant to the Bank of England
Act 1998 (the BoE Act) of a requirement to
place non-interest-bearing or Special Deposits (whether interest bearing or
not) with the Bank of England calculated by reference to liabilities used to
fund the Advance.  The Mandatory
Cost shall be the rate determined by the Facility Agent to be equal to the
arithmetic mean (rounded upward, if necessary, to 4 decimal places) of the
respective rates notified by each Reference Bank to the Facility Agent as the
rate resulting from the application (as appropriate) of the following formulae:  XL +
S(L - D)  100 -
(X + S)  where on the
day of application of a formula:  Xis the percentage of Eligible Liabilities (in excess of any stated
minimum) by reference to which that Reference Bank is required under or
pursuant to the BoE Act to maintain cash ratio deposits with the Bank of
England;  Lis LIBOR applicable to the relevant Advance;  Sis the level of interest bearing Special Deposits, expressed as a
percentage of Eligible Liabilities, which that Reference Bank is required to
maintain by the Bank of England (or other United Kingdom governmental
authorities or agencies); and  Dis the percentage rate per annum payable by the Bank of England to
that Reference Bank on Special Deposits.  (X, L, S and D
shall be expressed in the formula as numbers and not as percentages, e.g. if X
= 0.15% and L = 7%, XL will be calculated as 0.15 x 7 and not as 0.15% x
7%.  A negative result obtained from
subtracting D from L shall be counted as zero.)  If any
Reference Bank fails to notify any such rate to the Facility Agent, the
Mandatory Cost shall be determined on the basis of the rate(s) notified to
the Facility Agent by the remaining Reference Bank(s).  The Mandatory
Cost attributable to an Advance or other sum for any period shall be calculated
at or about 11.00 a.m. on the first day of that period for the duration of
that period.  The
determination of the Mandatory Cost in relation to any period shall, in the
absence of manifest error, be conclusive and binding on the Parties.  104


If there is
any change in circumstance (including the imposition of alternative or
additional requirements) which in the reasonable opinion of the Facility Agent
renders or will render the above formula (or any element of the formula, or any
defined term used in the formula) inappropriate or inapplicable, the Facility
Agent (following consultation with ABB and the Majority Lenders) shall be
entitled to vary the same by giving notice to the Parties.  Any such variation shall, in the absence of
manifest error, be conclusive and binding on the Parties and shall apply from
the date specified in such notice.  For the purposes
of this Schedule, Eligible Liabilities
and Special Deposits have the meanings
given to those terms under or pursuant to the BoE Act or by the Bank of England
(as may be appropriate), on the day of the application of the formula.  105


SCHEDULE 9 MATERIAL SUBSIDIARIES  Company Name
  
  Jurisdiction
  
  ABB Interest
  (%)ABB Finance B.V.
  
  Netherlands
  
  100ABB Capital B.V.
  
  Netherlands
  
  100ABB International Finance Limited
  
  Guernsey
  
  100ABB Holdings Inc.
  
  United
  States
  
  100ABB AG
  
  Germany
  
  100ABB AB
  
  Sweden
  
  100ABB S.p.A.
  
  Italy
  
  100ABB Schweiz AG
  
  Switzerland
  
  100ABB (China) Ltd
  
  China
  
  100ABB Inc.
  
  United
  States
  
  100  106


SIGNATURES  The Original Borrowers  ABB CAPITAL B.V.  By:
  BRIAN VAN REIJN
  JOHN KRUM   ABB
ASEA BROWN BOVERI LTD  By:
  URS ARNOLD
  ALEX HALL   The Original Guarantors  ABB
LTD  By:
  MICHEL DEMARÉ
  ALFRED STORCK   ABB CAPITAL B.V.  By:
  BRIAN VAN REIJN
  JOHN KRUM   ABB ASEA BROWN BOVERI LTD  By:
  URS ARNOLD
  ALEX HALL  107


The Mandated Lead Arrangers  BARCLAYS CAPITAL  By:
  MELISSA BACANI (under power of
  attorney)   BAYERISCHE HYPO-UND VEREINSBANK AG  By:
  MELISSA BACANI (under power of
  attorney)   BNP PARIBAS  By:
  MELISSA BACANI (under power of
  attorney)   CITIGROUP GLOBAL MARKETS LIMITED  By:
  MELISSA BACANI (under power of
  attorney)   COMMERZBANK AKTIENGESELLSCHAFT  By:
  MELISSA BACANI (under power of
  attorney)   CREDIT SUISSE  By:
  MELISSA BACANI (under power of
  attorney)   DEUTSCHE BANK AG  By:
  MELISSA BACANI (under power of
  attorney)   DRESDNER KLEINWORT  -  THE INVESTMENT BANKING DIVISION OF DRESDNER
BANK AG (acting through DRESDNER BANK AG, NIEDERLASSUNG LUXEMBURG  By:
  MELISSA BACANI (under power of
  attorney)  108


HANDELSBANKEN CAPITAL MARKETS, SVENSKA HANDELSBANKEN AB (publ)  By:
  MELISSA BACANI (under power of
  attorney)   HSBC BANK PLC  By:
  MELISSA BACANI (under power of
  attorney)   NORDEA BANK AB (publ)  By:
  MELISSA BACANI (under power of
  attorney)   MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB (PUBL)  By:
  MELISSA BACANI (under power of
  attorney)  109


The Lenders  For the
purpose of the Dutch Banking Act, each Lender expressly confirms the
representations given by it in Clause 19.4 (Dutch Obligor Regulatory
Compliance).   BARCLAYS BANK PLC (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   BNP PARIBAS (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of attorney)   CITIBANK, N.A. (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   COMMERZBANK AKTIENGESELLSCHAFT, GROßKUNDENCENTER REGION 
MITTE (as Revolving
Bank)   By:
  MELISSA BACANI (under power of
  attorney)   CREDIT SUISSE (as Revolving
Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)  110


CREDIT SUISSE, CAYMAN ISLANDS BRANCH (as Dollar
Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   DEUTSCHE BANK LUXEMBOURG S.A. (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)  By:
  MELISSA BACANI (under power of
  attorney)   DRESDNER BANK AG, NIEDERLASSUNG LUXEMBURG (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   HSBC BANK PLC (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME (as Revolving
Bank and Euro Swingline Bank)  and  HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME (ACTING THROUGH HVB NEW YORK
BRANCH) (as Dollar
Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)  111


NORDEA BANK AB (PUBL) (as Revolving
Bank, Dollar Swingline Bank, Euro Swingline Bank and SEK Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) (as Revolving
Bank, Dollar Swingline Bank, Euro Swingline Bank and SEK Swingline Bank)  By:
  MELISSA BACANI (under power of
  attorney)   SVENSKA HANDELSBANKEN AB (PUBL) (as Revolving
Bank, Dollar Swingline Bank, Euro Swingline Bank and SEK Swingline Bank)  By:
  MELISSA BACANI (under power of
  attorney)   ABN AMRO BANK N.V., NIEDERLASSUNG DEUTSCHLAND (as Revolving
Bank and Euro Swingline Bank)  and  ABN AMRO BANK N.V. (as Dollar
Swingline Bank)  By:
  MELISSA BACANI (under power of
  attorney)   BANCO BILBAO VIZCAYA ARGENTARIA S.A. (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)  112


BANK OF AMERICA, N.A.  (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of attorney)   DNB NOR BANK ASA (as Revolving
Bank, Dollar Swingline Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   ING LUXEMBOURG S.A. (as Revolving
Bank)  By:
  MELISSA BACANI (under power of
  attorney)   KBC BANK NV DUBLIN BRANCH (as Revolving
Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   KBC BANK NV NEW YORK BRANCH (as Dollar
Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)  113


UBS LIMITED (as Revolving
Bank and Euro Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   UBS LOAN FINANCE LLC (as Dollar
Swingline Bank)   By:
  MELISSA BACANI (under power of
  attorney)   BANCA INTESA SPA. (as Revolving
Bank)  By:
  MELISSA BACANI (under power of
  attorney)  114


The Facility Agent  CREDIT SUISSE  By:
  MELISSA BACANI (under power of
  attorney)   The Dollar Swingline Agent  CREDIT SUISSE, CAYMAN ISLANDS BRANCH  By:
  MELISSA BACANI (under power of
  attorney)   The Euro Swingline Agent  CREDIT SUISSE  By:
  MELISSA BACANI (under power of
  attorney)   The SEK Swingline Agent  MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB (PUBL)  By:
  MELISSA BACANI (under power of
  attorney)  115


SIGNATORIES  THE OBLIGORS   ABB CAPITAL B.V.   By:
  STORCK
  JOHN KRUMName:Title:
  DIRECTOR
  MANAGING DIRECTORAddress:Attention:   ABB ASEA BROWN BOVERI LTD   By:
  ALEX HALL
  RICHARD A. BROWNName:Title:
  GROUP VICE PRESIDENT
  ASSISTANT GENERAL COUNSELAddress:Attention:   ABB LTD   By:
  URS ARNOLD
  RICHARD A. BROWNName:Title:
  GROUP VICE PRESIDENT
  ASSISTANT GENERAL COUNSELAddress:Attention:   THE FACILITY AGENT  CREDIT SUISSE  
for and on behalf of itself, in its capacity as agent and for and on behalf of
the Finance Parties under the Credit Agreement   By:
  GARRETT LYNSKEY
  SIOBHAN MCGRADYName:Title:
  DIRECTOR
  VICE-PRESIDENT


CONTENTS  CLAUSE
  
  PAGE1.
  INTERPRETATION
  12.
  RESTATEMENT
  13.
  REPRESENTATIONS &
  WARRANTIES
  14.
  CONTINUITY
  15.
  FURTHER
  ASSURANCE
  26.
  FEES,
  COSTS AND EXPENSES
  27.
  FINANCE
  DOCUMENT
  28.
  COUNTERPARTS
  29.
  THIRD
  PARTY RIGHTS
  210.
  MISCELLANEOUS
  211.
  GOVERNING
  LAW AND JURISDICTION
  2SCHEDULE 1
  THE OBLIGORS
  3SCHEDULE 2
  AMENDED AND RESTATED FACILITIES AGREEMENT
  4


CONFORMED COPY  DATED  27 JUNE 2007   ABB LTD and THE
COMPANIES LISTED IN SCHEDULE 1 as the Obligors  CREDIT
SUISSE as Facility Agent   AMENDMENT
AND RESTATEMENT
AGREEMENTin respect of aMULTICURRENCY REVOLVING
CREDIT
AGREEMENT DATED 4 JULY 2005