**EXHIBIT 4.3**

 
|        | **LIMITED LIABILITY PARTNERSHIP** |
|--------|-----------------------------------|
|   | **CONFORMED COPY**                |

 

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 WASSERSTEIN (acting throughDRESDNER BANK AG

NIEDERLASSUNG LUXEMBURG)

HANDELSBANKEN CAPITAL MARKETS, SVENSKA HANDELSBANKENAB (publ)

HSBC BANK PLC

NORDEA BANK AB (publ)

 

and

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN,AB (PUBL)

 

AS MANDATED LEAD ARRANGERS

 

with

CREDIT SUISSE

AS FACILITY AGENT, DOLLAR SWINGLINE AGENT AND EUROSWINGLINE AGENT

 

and

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN,AB (PUBL)

AS SEK SWINGLINE AGENT

 

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$2,000,000,000

MULTICURRENCY REVOLVING CREDIT AGREEMENT

 

DATED 4 JULY 2005

 

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| **CONTENTS** |                                                |
|--------------|-----------------------------------------------------|
|         |                                                |   |
| **Clause**   | ** **                                          | **Page** |
| ** **   | ** **                                          | ** ** |
| 1.           | Definitions  And Interpretation                     | 1 |
|         |                                                |   |
| 2.           | The  Facility                                       | 21 |
|         |                                                |   |
| 3.           | Purpose                                             | 22 |
|         |                                                |   |
| 4.           | Conditions  Of Utilisation                          | 23 |
|         |                                                |   |
| 5.           | Utilisation                                         | 24 |
|         |                                                |   |
| 6.           | Optional  Currencies                                | 27 |
|         |                                                |   |
| 7.           | Repayment                                           | 28 |
|         |                                                |   |
| 8.           | Prepayment  And Cancellation                        | 28 |
|         |                                                |   |
| 9.           | Interest                                            | 31 |
|         |                                                |   |
| 10.          | Interest  Periods                                   | 32 |
|         |                                                |   |
| 11.          | Changes  To The Calculation Of Interest             | 33 |
|         |                                                |   |
| 12.          | Fees                                                | 34 |
|         |                                                |   |
| 13.          | Tax  Gross Up And Indemnities                       | 36 |
|         |                                                |   |
| 14.          | Increased  Costs                                    | 40 |
|         |                                                |   |
| 15.          | Other  Indemnities                                  | 41 |
|         |                                                |   |
| 16.          | Mitigation  By The Lenders                          | 42 |
|         |                                                |   |
| 17.          | Costs  And Expenses                                 | 43 |
|         |                                                |   |
| 18.          | Guarantee  And Indemnity                            | 44 |
|         |                                                |   |
| 19.          | Representations                                     | 48 |
|         |                                                |   |
| 20.          | Information  Undertakings                           | 51 |
|         |                                                |   |
| 21.          | Financial  Covenants                                | 54 |
|         |                                                |   |
| 22.          | General  Undertakings                               | 57 |
|         |                                                |   |
| 23.          | Events  Of Default                                  | 60 |
|         |                                                |   |
| 24.          | Changes  To The Lenders                             | 64 |
|         |                                                |   |
| 25.          | Changes  To The Obligors                            | 68 |
|         |                                                |   |
| 26.          | Role  Of The Agents And The Mandated Lead Arrangers | 71 |
|         |                                                |   |
| 27.          | Conduct  Of Business By The Finance Parties         | 76 |
|         |                                                |   |
| 28.          | Sharing  Among The Lenders                          | 76 |
|         |                                                |   |
| 29.          | Payment  Mechanics                                  | 79 |
|         |                                                |   |
| 30.          | Set-Off                                             | 82 |
|         |                                                |   |
| 31.          | Notices                                             | 82 |

 

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| 32.                                                            | Calculations  And Certificates                        | 85     |
|----------------------------------------------------------------|-------------------------------------------------------|--------|
|                                                           |                                                  |   |
| 33.                                                            | Partial  Invalidity                                   | 85     |
|                                                           |                                                  |   |
| 34.                                                            | Remedies  And Waivers                                 | 85     |
|                                                           |                                                  |   |
| 35.                                                            | Amendments  And Waivers                               | 86     |
|                                                           |                                                  |   |
| 36.                                                            | Counterparts                                          | 86     |
|                                                           |                                                  |   |
| 37.                                                            | Governing  Law                                        | 87     |
|                                                           |                                                  |   |
| 38.                                                            | Enforcement                                           | 87     |
|                                                           |                                                  |   |
| Schedule 1                                                | 88                                                    |
|                                                           |                                                  |
|                                                           | Part I  The Original Lenders                     | 88     |
|                                                           | Part II  The Dollar Swingline Lenders            | 90     |
|                                                           | Part III  The Euro Swingline Lenders             | 92     |
|                                                           | Part IV  The SEK Swingline Lenders               | 93     |
|                                                           | Part V  The Original Obligors                    | 94     |
|                                                           |                                                  |   |
| Schedule 2  CONDITIONS PRECEDENT                          | 96                                                    |
|                                                           |                                                  |   |
|                                                           | Part I  Conditions Precedent                     | 96     |
|                                                           |                                                  |   |
|                                                           | Part II  Additional Obligor Conditions Precedent | 98     |
|                                                           |                                                  |   |
| Schedule 3  UTILISATION REQUEST                           | 100                                                   |
|                                                           |                                                  |
| Schedule 4  THE MARGIN                                    | 101                                                   |
|                                                           |                                                  |
| Schedule 5  FORM OF TRANSFER CERTIFICATE             | 102                                                   |
|                                                           |                                                  |
| Schedule 6  TIMETABLES                                    | 104                                                   |
|                                                           |                                                  |
| Schedule 7  FORM OF ACCESSION LETTER                 | 106                                                   |
|                                                           |                                                  |
| Schedule 8  FORM OF RESIGNATION LETTER               | 107                                                   |
|                                                           |                                                  |
| Schedule 9  MANDATORY COST                                | 108                                                   |
|                                                           |                                                  |
| Schedule 10  MATERIAL SUBSIDIARIES                        | 110                                                   |
|                                                           |                                                  |
| Schedule 11  FORM OF COVENANT COMPLIANCE CERTIFICATE | 111                                                   |

 

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**THIS AGREEMENT**is dated 4 July 2005and made between:

 

(1)                            **ABB LTD**, a companyincorporated in Switzerland whose registered office is at Affolternstrasse 44,CH-8050 Zurich, Switzerland (“**ABB**”);

 

(2)                            **THE SUBSIDIARIES****OF ABB**listed in Part V of Schedule 1(*The Original Obligors*) asoriginal borrowers (the “**Original Borrowers**”);

 

(3)                            **ABB AND THE SUBSIDIARIES OF ABB**listed 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, CREDITSUISSE, DEUTSCHE BANK AG, DRESDNER KLEINWORT WASSERSTEIN (acting throughDRESDNER BANK AG, NIEDERLASSUNG LUXEMBURG), HANDELSBANKEN CAPITAL MARKETS,SVENSKA HANDELSBANKEN AB (publ), HSBC BANK PLC, NORDEA BANK AB (publ) and SEBMERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB (PUBL)**asmandated lead arrangers (the “**Mandated LeadArrangers**”);

 

(5)                            **THE FINANCIAL INSTITUTIONS**listed in Schedule 1 (*TheOriginal Lenders*) in their respective capacities as original lenders(the “**Original Lenders**”);

 

(6)                            **CREDIT SUISSE**in itscapacity as facility agent (the “**FacilityAgent**”);

 

(7)                            **CREDIT SUISSE**, **CAYMAN ISLANDS BRANCH** in its capacity asdollar swingline agent (the “**Dollar SwinglineAgent**”);

 

(8)                            **CREDIT SUISSE**in itscapacity as euro swingline agent (the “**EuroSwingline Agent**”); and

 

(9)                            **SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN,AB (PUBL)**in its capacity as SEK swingline agent(the “**SEK Swingline Agent**”).

 

**IT IS AGREED**as follows:

 

**SECTION 1**

**INTERPRETATION**

 

# **1.**                                 DEFINITIONS AND INTERPRETATION

# ** **

## **1.1**                           Definitions

In this Agreement:

 

“**Accession Letter**” means aBorrower Accession Letter or a Guarantor Accession Letter.

 

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“**Additional Borrower**”means any wholly owned Subsidiary of ABB that has become an Additional Borrowerin accordance with Clause 25.2 (*AdditionalBorrowers*).

 

“**Additional Guarantor**”means any wholly owned Subsidiary of ABB that has become an AdditionalGuarantor in accordance with Clause 25.4 (*AdditionalGuarantors*).

 

“**Additional Obligor**” meansan Additional Borrower or Additional Guarantor.

 

“**Advance**” means anyRevolving Advance and, unless the context otherwise requires, a Swingline Advance.

 

“**Affiliate**” means, inrelation to any person, a Subsidiary of that person or a Holding Company ofthat person or any other Subsidiary of that Holding Company.

 

“**Agents**” means the DollarSwingline Agent, the Euro Swingline Agent, the SEK Swingline Agent and theFacility 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 countrythat is, at the date of this Agreement, a member of the European Union and anyother country approved by all the Lenders.

 

“**Authorisation**” means anauthorisation, consent, approval, resolution, licence, exemption, filing orregistration.

 

“**Availability Period**”means the period from the date of this Agreement up to and including the datefalling one week before the Termination Date.

 

“**Available Commitment**”means a Lender’s Commitment minus:

 

(a)                                      theBase Currency Amount of its participation in any outstanding Advances; and

 

(b)                                     inrelation to any proposed Utilisation, the Base Currency Amount of itsparticipation in any Advances that are due to be made on or before the proposedUtilisation Date,

 

other than, in either case, that Lender’s participation in any Advancesthat are due to be repaid or prepaid on or before the proposed UtilisationDate.

 

“**Available Dollar SwinglineCommitment**” means a Dollar Swingline Lender’s Dollar SwinglineCommitment minus:

 

(a)                                      theBase Currency Amount of its participation in any outstanding Dollar SwinglineAdvances; and

 

(b)                                     inrelation to any proposed Utilisation by way of a Dollar Swingline Advance, theBase Currency Amount of its participation in any Dollar Swingline Advances thatare due to be made on or before the proposed Utilisation Date,

 

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other than, in either case, that Dollar Swingline Lender’sparticipation in any Dollar Swingline Advances that are due to be repaid orprepaid on or before the proposed Utilisation Date.

 

“**Available Dollar Swingline Facility**”means the aggregate for the time being of each Dollar Swingline Lender’sAvailable Dollar Swingline Commitment.

 

“**Available Euro Swingline Commitment**”means a Euro Swingline Lender’s Euro Swingline Commitment minus:

 

(a)                                      theBase Currency Amount of its participation in any outstanding Euro SwinglineAdvances; and

 

(b)                                     inrelation to any proposed Utilisation by way of a Euro Swingline Advance, theBase Currency Amount of its participation in any Euro Swingline Advances thatare due to be made on or before the proposed Utilisation Date,

 

other than, in either case, that Euro Swingline Lender’s participationin any Euro Swingline Advances that are due to be repaid or prepaid on orbefore the proposed Utilisation Date.

 

“**Available Euro Swingline Facility**”means the aggregate for the time being of each Euro Swingline Lender’sAvailable Euro Swingline Commitment.

 

“**Available Facility**” meansthe 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)                                      theBase Currency Amount of its participation in any outstanding SEK SwinglineAdvances; and

 

(b)                                     inrelation to any proposed Utilisation by way of a SEK Swingline Advance, theBase Currency Amount of its participation in any SEK Swingline Advances thatare due to be made on or before the proposed Utilisation Date,

 

other than, in either case, that SEK Swingline Lender’s participationin any SEK Swingline Advances that are due to be repaid or prepaid on or beforethe proposed Utilisation Date.

 

“**Available SEK Swingline Facility**”means the aggregate for the time being of each SEK Swingline Lender’s AvailableSEK Swingline Commitment.

 

“**Base Currency**” meansDollars.

 

“**Base Currency Amount**”means, in relation to an Advance, the amount specified in the UtilisationRequest delivered by the relevant Borrower for that Advance (or, if the amountrequested is not denominated in the Base Currency, that amount converted intothe Base Currency at the Facility Agent’s Spot Rate of Exchange on the datewhich is

 

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3 Business Days before the Utilisation Date or, if later, on the datethe Facility Agent receives the Utilisation Request) adjusted to reflect anyrepayment or prepayment of the Advance.

 

“**Borrower Accession Letter**”means a letter substantially in the form set out in Schedule 7 (*Form of Accession Letter*).

 

“**Borrowers**” means eachOriginal Borrower and each Additional Borrower, **provided that** it has not been released from its rights andobligations under this Agreement in accordance with Clause 25.3 (*Resignation of a Borrower*).

 

“**Break Costs**” means theamount (if any) by which:

 

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

 

exceeds:

 

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

 

“**Business Day**” means:

 

(a)                                      inrelation to a Dollar Swingline Advance a day (other than a Saturday or aSunday) on which banks are open for general business in New York;

 

(b)                                     inrelation 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)                                      inrelation to any Advance (not being a Dollar Swingline Advance or a SEKSwingline Advance) a day (other than a Saturday or Sunday) on which banks areopen for general business in London, and:

 

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

 

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

 

(d)                                     forall other purposes, a day (other than a Saturday or Sunday) on which banks areopen for general business in London.

 

“**Commitment**” means:

 

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(a)                                      inrelation to an Original Lender, the amount in the Base Currency set oppositeits name under the heading “**Commitment**”in Part I of Schedule 1 (*TheOriginal Lenders*) and the amount of any other Commitment transferredto it under this Agreement; and

(b)                                     inrelation to any other Lender, the amount of any Commitment transferred to itunder this Agreement,

 

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

 

“**Covenant Compliance Certificate**”means a certificate substantially in the form set out in Schedule 11(*Form of Covenant ComplianceCertificate*).

 

“**Credit Rating**” means thecorporate rating or, if publicly available, the specific bank loan rating inrespect of the Facility.

 

“**Default**” means an Eventof Default or any event or circumstance specified in Clause 23 (*Events of Default*) which (with the expiryof a grace period or the giving of any notice specified in Clause 23 (*Events of Default*)) would be an Event ofDefault.

 

“**Disposal**” means a sale,transfer or other disposal (including by way of lease or loan) by a person ofall or part of its assets, whether by one transaction or a series oftransactions and whether at the same time or over a period of time.

 

“**Dollar Swingline Advance**”means any advance made or to be made under the Dollar Swingline Facilitypursuant to a Utilisation Request under Clause 5.5 (*Delivery of a Utilisation Request for a Swingline Advance*).

 

“**Dollar Swingline Commitment**”means:

 

(a)                                      inrelation to an Original Lender which is a Dollar Swingline Lender, the amountset opposite its name under the heading “**DollarSwingline Commitment**” in Part II of Schedule 1 (*The Dollar Swingline Lenders*) and theamount of any other Dollar Swingline Commitment transferred to it under thisAgreement; and

 

(b)                                     inrelation to any other Dollar Swingline Lender, the amount of any DollarSwingline Commitment transferred to it under this Agreement,

 

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

 

“**Dollar Swingline Facility**”means the dollar swingline facility forming part of the Facility asdescribed in paragraph (a)(i) of Clause 2.1 (*The Facility*).

 

“**Dollar Swingline Lender**”means:

 

(a)                                      anyOriginal Lender whose name is set out in Part II of Schedule 1 (*The Dollar Swingline Lenders*); and

 

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(b)                                     anybank which has become a Party as a Lender in accordance with Clause 24 (*Changes to the Lenders*) and to whom aDollar Swingline Commitment has been transferred,

 

which in each case has not ceased to have a Dollar SwinglineCommitment.

 

“**Dollar Swingline Rate**”means, at any time, the higher of:

 

(a)                                      thePrime Rate; and

 

(b)                                     theFederal Funds Effective Rate plus 0.50 per cent per annum.

 

“**Dutch Borrower**” means ABBCapital B.V. and any Additional Borrower which is incorporated or establishedin The Netherlands.

 

“**Dutch Civil Code**” meansthe Dutch Civil Code (*Burgerlijk Wetboek*).

 

“**Dutch Obligor**” means eachObligor incorporated or established in the Netherlands.

 

“**Environmental Law**” meansany applicable law in any jurisdiction in which any Group Company conductsbusiness which relates to the pollution or protection of the environment orharm to or the protection of human health or the health of animals or plants.

 

“**ERISA**” means the EmployeeRetirement Income Security Act of 1974 of the United States of America and theregulations promulgated and the rulings issued thereunder.

 

“**EURIBOR**” means, inrelation to any Advance (other than a Euro Swingline Advance) in Euro:

 

(a)                                      theapplicable Screen Rate; or

 

(b)                                     (ifno Screen Rate is available for the period of that Advance) the arithmetic meanof the rates (rounded upwards to four decimal places) as supplied to theFacility Agent at its request quoted by the Reference Banks to leading banks inthe European interbank market,

 

as of the Specified Time on the Quotation Day for the offering ofdeposits in Euro for a period comparable to the Interest Period of the relevantAdvance.

 

“**Euro Swingline Advance**”means any advance made or to be made under the Euro Swingline Facility pursuantto a Utilisation Request under Clause 5.5 (*Deliveryof a Utilisation Request for a Swingline Advance*).

 

“**Euro Swingline Commitment**”means:

 

(a)                                      inrelation to an Original Lender which is a Euro Swingline Lender, the amount (inthe Base Currency) set opposite its name under the heading “**Euro Swingline Commitment**” in Part IIIof Schedule 1 (*The Euro SwinglineLenders*) and the amount of any other Euro Swingline Commitmenttransferred to it under this Agreement; and

 

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(b)                                     inrelation to any other Euro Swingline Lender, the amount of any Euro SwinglineCommitment transferred to it under this Agreement, 

 

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

 

“**Euro Swingline Facility**”means the euro swingline facility forming part of the Facility asdescribed in paragraph (a)(ii) of Clause 2.1 (*The Facility*).

 

“**Euro Swingline Lender**”means:

 

(a)                                      anyOriginal Lender whose name is set out in Part III of Schedule 1 (*The Euro Swingline Lenders*); and

 

(b)                                     anybank which has become Party as a Lender in accordance with Clause 24 (*Changes to the Lenders*) and to whom a EuroSwingline 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)                                      thearithmetic 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 ReferenceBank 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 theoffering of deposits in Euro for a period comparable to the Interest Period forthe relevant Euro Swingline Loan and for settlement on that day;

 

(b)                                     theMargin; and

 

(c)                                      theMandatory Cost (if any).

 

“**Event of Default**” meansany event or circumstance specified as such in Clause 23 (*Events of Default*).

 

“**Exemption Regulation**”means the Dutch exemption regulation dated 26 June 2002 (*Vrijstellingsregeling Wtk 1992*) (asamended 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 toa multicurrency revolving facilities agreement dated 17 November 2003, asamended from time to time.

 

“**Existing Lender**” has themeaning given to that term in Clause 24.1 (*Assignmentsand Transfers by the Lenders*).

 

“**Facility**” means the loanfacility made available under this Agreement as described in paragraph (a) ofClause 2.1 (*The Facility*)incorporating an optional dollar swingline facility, an optional euro swinglinefacility and an optional SEK swingline facility.

 

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“**Facility Agent’s Spot Rate ofExchange**” means the Facility Agent’s Spot Rate of Exchange for thepurchase of the relevant currency with the Base Currency in the London foreignexchange market at or about 11:00 a.m. on a particular day.

 

“**Facility Office**” means:

 

(a)                                      inrelation to a Lender (other than in such Lender’s capacity as a DollarSwingline Lender, a Euro Swingline Lender or a SEK Swingline Lender), theoffice identified as such opposite such Lender’s name in Part I of Schedule 1(*The Original Lenders*) (or, inthe case of a transferee, at the end of the Transfer Certificate to which it isa party as transferee) or such other office as it may from time to timeselect;

 

(b)                                     inrelation to a Dollar Swingline Lender, its office in the United States ofAmerica in the same time zone as New York City identified as such opposite suchDollar Swingline Lender’s name in Part II of Schedule 1 (*The Dollar Swingline Lenders*) (or in thecase of a transferee, at the end of the Transfer Certificate to which it is aparty as transferee), or such other office in the United States of America inthe same time zone as New York City as it may from time to time select;

 

(c)                                      inrelation to a Euro Swingline Lender, its office identified as such oppositesuch Euro Swingline Lender’s name in Part III of Schedule 1 (*The Euro Swingline Lenders*) (or in thecase of a transferee, at the end of the Transfer Certificate to which it is aparty as transferee) or such other office as it may from time to timeselect; and

 

(d)                                     inrelation to a SEK Swingline Lender, its office identified as such opposite suchSEK Swingline Lender’s name in Part IV of Schedule 1 (*The SEK Swingline Lenders*) (or in the caseof a transferee, at the end of the Transfer Certificate to which it is a partyas 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 federalfunds transactions with members of the United States Federal Reserve Systemarranged by federal funds brokers, as published on the next succeeding BusinessDay by the Federal Reserve Bank of New York, or, if such rate is not sopublished for any day that is a Business Day, the average (rounded upwards, ifnecessary, to the next 1/100 of 1%) of the quotations for the day for suchtransactions received by the applicable Agent from three federal funds brokersof recognised standing selected by it.

 

“**Fee Letter**” means thefees letter dated on or around the date of this Agreement from the MandatedLead Arrangers to ABB, the agency fees letter from the Facility Agent to ABBand the swingline agency fees letter dated on or around the date of thisAgreement from the SEK Swingline Agent to ABB setting out the fees referred toin Clause 12 (*Fees*).

 

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“**Finance Document**” meansthis 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 anyof the Agents, the Mandated Lead Arrangers and the Lenders.

 

“**GAAP**” means, in relationto a company, generally accepted accounting principles in its jurisdiction ofincorporation or the U.S.

 

“**Group**” means ABB and itsSubsidiaries and “**Group Company**”means any one of them.

 

“**Guarantors**” means each ofthe Original Guarantors and each Additional Guarantor, **provided that** such company has not beenreleased from its rights and obligations hereunder in accordance with Clause25.6 (*Resignation of a Guarantor*).

 

“**Guarantor Accession Letter**”means a letter substantially in the form set out in Schedule 7 (*Form of Accession Letter*).

 

“**Holding Company**” means,in relation to a company or corporation, any other company or corporation inrespect of which it is a Subsidiary.

 

“**IBOR**” means, as appropriate,LIBOR, STIBOR, or EURIBOR.

 

“**Indebtedness**” means, inrelation to a person, its obligations (whether present or future, actual orcontingent, as principal or surety) for the payment or repayment of money(whether in respect of interest, principal or otherwise) incurred in respectof:

 

(a)                                      moneysborrowed;

 

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

 

(c)                                      anyacceptance credit, bill discounting, note purchase, factoring or documentarycredit facility (or dematerialised equivalent);

 

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

 

(e)                                      receivablessold or discounted (other than any receivables to the extent that they are soldon a non-recourse basis);

 

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

 

(g)                                     anyinterest rate or currency swap agreement or any other hedging or derivativesinstrument or agreement;

 

(h)                                     anyarrangement entered into primarily as a method of raising finance pursuant towhich any asset sold or otherwise disposed of by that person is or may beleased to or re-acquired by a Group Company (whether following the exercise ofan option or otherwise); or

 

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(i)                                         any guarantee, indemnity or similar insurance against financial lossgiven in respect of the obligation of any person falling within any ofparagraphs (a) to (g) above.

 

“**Information Memorandum**”means the document concerning the Group prepared by ABB in relation to theFacility 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, inrelation to an Unpaid Sum, each period determined in accordance with Clause 9.3(*Default interest*).

 

“**Investment Grade Rating**”means the Credit Rating of ABB is either:

 

(a)                                      BBB-(or higher) and Baa3 (or higher) from both S&P and Moody’s; or

 

(b)                                     eitherBBB (or higher) from S&P or Baa2 (or higher) from Moody’s.

 

“**Lender**” means:

 

(a)                                      anyOriginal Lender; and

 

(b)                                     anybank which has become a Party as a Lender in accordance with Clause 24 (*Changes to the Lenders*),

 

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

 

“**LIBOR**” means, in relationto any Advance (other than an Advance in Euro or a Swingline Advance):

 

(a)                                      theapplicable Screen Rate; or

 

(b)                                     (ifno Screen Rate is available for the currency or period of that Advance) thearithmetic mean of the rates (rounded upwards to four decimal places) assupplied to the Facility Agent at its request quoted by the Reference Banks toleading banks in the London interbank market,

 

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

 

“**Majority Lenders**” means aLender or Lenders:

 

(a)                                      whoseshare in the outstanding Advances then aggregate more than 662/3 %of the aggregate of all the outstanding Advances;

 

(b)                                     ifthere is no Advance then outstanding, whose Commitments aggregate more than 662/3% of the Total Commitments; or

 

10

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(c)                                      ifthere is no Advance then outstanding and the Total Commitments have beenreduced to zero, whose Commitments aggregate more than 662/3 % ofthe Total Commitments immediately before the reduction.

 

“**Mandatory Cost**” means thepercentage rate per annum calculated by the Facility Agent in accordance with Schedule 9(*Mandatory Cost*).

 

“**Margin**” means, at anytime in relation to an Advance (other than a Dollar Swingline Advance) the rateper annum computed in accordance with the table set out in Schedule 4 (*The Margin*) **provided that**:

 

(a)                                      onany day that ABB has Credit Ratings from S&P and Moody’s which aredivergent from each other, the applicable rate per annum for such day shall bethe average of the rates applicable to the two Credit Ratings;

 

(b)                                     onany day that only one of S&P or Moody’s assigns a Credit Rating to ABB, theapplicable rate per annum for such day shall be the rate per annum for thatCredit Rating; and

 

(c)                                      onany day that neither S&P nor Moody’s assigns a Credit Rating to ABB or ifan Event of Default has occurred that is continuing, the applicable rate forsuch day shall be 70 basis points per annum.

 

“**Material Adverse Effect**”means a material adverse effect on the ability of the Obligors (taken as awhole) to (i) perform their payment obligations under the FinanceDocuments or (ii) comply with their financial covenant obligations underthis Agreement.

 

“**Material Subsidiary**”shall mean:

 

(a)                                      asat the date of this Agreement, each Borrower and any Subsidiary of ABB that islisted in Schedule 10 (*MaterialSubsidiaries*); and

 

(b)                                     atany time thereafter, each Borrower and any Subsidiary of ABB that:

 

(i)                        is the holdingcompany 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 theUnited States, in excess of 5 per cent. of the consolidated revenues orconsolidated total assets of the Group for the most recently completed fiscalyear;

 

(ii)                     on anon-consolidated basis, has combined third-party revenues or assets (fromnon-affiliated third parties), prepared in accordance with accountingprinciples generally accepted in the United States, in excess of 10 per cent.of the consolidated revenues or consolidated total assets of the Group for themost recently completed fiscal year; or

 

(iii)                  has any notes,bonds, debenture stock, loan stock or other securities outstanding tonon-affiliated third parties in respect of which a 

 

11

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guarantee, keep-well agreement or other credit support has beenprovided 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, assetsattributable to activities classified by ABB as non-core or as discontinuedoperations.

 

“**Month**” means a periodstarting on one day in a calendar month and ending on the numericallycorresponding day in the next calendar month, except that:

 

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

 

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

 

(c)                                      ifan Interest Period begins on the last Business Day of a calendar month, thatInterest Period shall end on the last Business Day in the calendar month inwhich that Interest Period is to end.

 

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

 

“**Moody’s**” means Moody’sInvestor Services, Inc., or any successor thereto.

 

“**New Lender**” has the meaninggiven to that term in Clause 24.1 (*Assignmentand transfers by the Lenders*).

 

“**Obligors**” means theBorrowers and the Guarantors.

 

“**Optional Currency**” meansa currency (other than the Base Currency) which complies with the conditionsset out in Clause 4.3 (*Conditions relatingto Optional Currencies*).

 

“**Original Obligors**” meansthe Original Borrowers and the Original Guarantors.

 

“**Original Financial Statements**”means:

 

(a)                                      inrelation to ABB, the audited consolidated financial statements of the Group forthe financial year ended 31 December 2004;

 

(b)                                     inrelation to each Original Obligor (other than ABB), its audited financialstatements for its financial year ended 31 December 2004; and

 

(c)                                      inrelation to any Additional Obligor, its audited financial statements deliveredpursuant to Part II of Schedule 2 (*AdditionalObligor Conditions Precedent*).

 

“**Outstandings**” means theaggregate of the Base Currency Amount from time to time of each of theAdvances.

 

12

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“**Participating Member State**”means any member state of the European Communities that adopts or has adoptedthe Euro as its lawful currency in accordance with legislation of the EuropeanUnion relating to European Monetary Union.

 

“**Party**” means a party to thisAgreement and includes its successors in title, permitted assigns and permittedtransferees.

 

“**PMP**” means a professionalmarket party (*professionele marktpartij*)within the meaning of the Exemption Regulation.

 

“**Policy Guidelines**” meansthe 2005 Dutch Central Bank’s Policy Guidelines (issued in relation to theExemption Regulation) dated 29 December 2004 (*Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992*)as amended from time to time.

 

“**Prime Rate**” means, inrespect of any Dollar Swingline Advance, for any day, the rate of interest perannum determined from time to time by the Dollar Swingline Agent to be itsprime rate in effect at its principal office in New York City and notified tothe relevant Borrower.

 

“**Project Company**” meansany Subsidiary of ABB:

 

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

 

(b)                                     noneof whose liabilities to repay Project Finance Indebtedness are the subject ofsecurity or a guarantee, indemnity or any similar form of assurance,undertaking or support by any Group Company save to the extent described in thedefinition of Project Finance Indebtedness.

 

“**Project Finance Indebtedness**”means:

 

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

 

(b)                                     whereneither the persons to whom such Indebtedness is owed (whether or not a GroupCompany) nor any other person shall have any recourse whatsoever to any GroupCompany (other than such Project Company) for the repayment or payment of anysum relating to such Indebtedness other than recourse directly or indirectly toany Group Company under any form of assurance or undertaking, whichrecourse (1) is limited to the enforcement of any share pledge granted bya Group Company over its shares in such Project Company or the enforcement ofany security granted over a shareholder loan between a Group Company and suchProject Company and/or (2) is limited to a claim for damages for breach ofan obligation (not being a payment obligation) of the person against whom thatrecourse is available and/or (3) entitles the creditor for thatIndebtedness or the relevant Project Company, upon default

 

13

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by the Project Company (or in other circumstances specified in thedocumentation relating to the project) to require a payment to be made (whetherto 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 eitheralone or as a percentage of the Indebtedness financing that project, suchrecourse is capable of being called on only during the period on or prior topractical completion of the project or of that portion of that project beingfinanced by that Indebtedness; or

 

(c)                                      whichthe Majority Lenders shall have agreed to treat as Project Finance Indebtednessfor the purposes of this Agreement.

 

“**Qualifying Lender**” hasthe 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, inrelation to any period for which an interest rate is to be determined (otherthan in respect of a Swingline Advance):

 

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

 

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

 

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

 

unless market practice differs in the Relevant Interbank Market for acurrency, in which case the Quotation Day for that currency will be determinedby the Facility Agent in accordance with market practice in the RelevantInterbank Market (and if quotations would normally be given by leading banks inthe Relevant Interbank Market on more than one day, the Quotation Day will bethe 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 toSTIBOR, the principal London offices of Nordea Bank AB (publ), SkandinaviskaEnskilda Banken AB and Svenska Handesbanken AB, or such other banks as may beappointed by the Facility Agent in consultation with ABB.

 

“**Relevant Interbank Market**”means in relation to Euro, the European interbank market and, in relation toany other currency, the London interbank market.

 

“**Reservations**” means anygeneral principles of law which are set out as qualifications as to matters oflaw in any legal opinion delivered to the Facility Agent under Schedule 2(*Conditions Precedent*).

 

“**Resignation Letter**” meansa letter substantially in the form set out in Schedule 8 (*Form of Resignation Letter*).

 

14

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“**Revolving Advance**” meansan advance made or to be made under the Facility (including, unless the contextotherwise requires, any Dollar Swingline Advance, Euro Swingline Advance or SEKSwingline Advance) or the principal amount outstanding for the time being ofthat advance.

 

“**Rollover Advance**” meansone or more Advances (other than Swingline Advances):

 

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

 

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

 

(c)                                      inthe same currency as the maturing Advance (unless it arose as a result of theoperation of Clause 6.2 (*Unavailability of acurrency*)); and

 

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

 

“**S&P**” means Standard &Poor’s Ratings Group, a division of The McGraw-Hill Companies or any successorthereto.

 

“**Screen Rate**” means:

 

(a)                                      inrelation to LIBOR, the British Bankers Association Interest Settlement Rate forthe relevant currency and period;

 

(b)                                     inrelation to EURIBOR, the percentage rate per annum determined by the BankingFederation of the European Union for the relevant period; and

 

(c)                                      inrelation to STIBOR, the percentage rate per annum for the relevant period,

 

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

 

“**Securitisations**” means:

 

(a)                                      thesecuritisation programme established by various Group Companies and ToediLimited and currently including Credit Suisse, New York Branch as ProgrammeAdministrator, such programme being initially established on 19 December 2000;

 

(b)                                     thesecuritisation programme established by various Group Companies and arranged byCitibank, N.A. (as operating agent) such programme being initially establishedon or around 17 December 1999;

 

(c)                                      anyother 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.

 

15

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“**Security**” means anymortgage, charge, assignment by way of security, pledge, hypothecation, lienand any other security interest of any kind whatsoever.

 

“**SEK Swingline Advance**”means any advance made or to be made under the SEK Swingline Facility pursuantto a Utilisation Request under Clause 5.5 (*Deliveryof a Utilisation Request for a Swingline Advance*).

 

“**SEK Swingline Commitment**”means:

 

(a)                                      inrelation to an Original Lender which is a SEK Swingline Lender, the amount (inthe Base Currency) set opposite its name under the heading “**SEK Swingline Commitment**” in Part IVof Schedule 1 (*The SEK SwinglineLenders*) and the amount of any other SEK Swingline Commitmenttransferred to it under this Agreement; and

 

(b)                                     inrelation to any other SEK Swingline Lender, the amount of any SEK SwinglineCommitment transferred to it under this Agreement,

 

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

 

“**SEK Swingline Facility**”means the SEK swingline facility forming part of the Facility as describedin paragraph (a)(iii) of Clause 2.1 (*TheFacility*).

 

“**SEK Swingline Lender**”means:

 

(a)                                      anyOriginal Lender whose name is set out in Part IV of Schedule 1 (*The SEK Swingline Lenders*); and

 

(b)                                     anybank which has become a Party as a Lender in accordance with Clause 24 (*Changes to the Lenders*) and to whom a SEKSwingline 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)                                      Marginper annum; and

 

(b)                                     thearithmetic mean of the rates (rounded upwards to four decimal places) assupplied to the SEK Swingline Agent at its request by the Reference Banks toleading banks in the European interbank market as of 11.00 a.m. Stockholmtime on the Utilisation Date for that SEK Swingline Loan for the offering ofdeposits in SEK for a period comparable to the Interest Period for the relevantSEK Swingline Loan and for settlement on that day; and

 

(c)                                      theMandatory Cost (if any).

 

“**Specified Time**” means atime determined in accordance with Schedule 6 (*Timetables*).

 

16

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“**STIBOR**” means in relationto any Advance in SEK:

 

(a)                                      theapplicable Screen Rate; or

 

(b)                                     (ifno Screen Rate is available for the relevant currency or the period of thatAdvance), the arithmetic mean (rounded upward to four decimal places) of therates, as supplied to the Facility Agent at its request, quoted by theReference Banks to leading banks in the Stockholm interbank market,

 

as of the Specified Time on the Quotation Day for the offering ofdeposits in Swedish Krona for a period comparable to the Interest Period forthat Advance.

 

“**Subsidiary**” means asubsidiary within the meaning of section 736 of the Companies Act 1985.

 

“**Swingline Advance**” meansa Dollar Swingline Advance, a Euro Swingline Advance or a SEK SwinglineAdvance.

 

“**Swingline Agents**” meansthe Dollar Swingline Agent, the Euro Swingline Agent and the SEK SwinglineAgent, and “**Swingline Agent**” meansany of them.

 

“**Swingline Lender**” means aDollar Swingline Lender, a Euro Swingline Lender or a SEK Swingline Lender.

 

“**Swingline Rate**” means theDollar Swingline Rate, the Euro Swingline Rate or the SEK Swingline Rate as thecontext may require.

 

“**TARGET**” meansTrans-European Automated Real-time Gross Settlement Express Transfer paymentsystem.

 

“**TARGET Day**” means any dayon 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 anypenalty or interest payable in connection with any failure to pay or any delayin paying any of the same).

 

“**Taxes Act**” means theIncome and Corporation Taxes Act 1988.

 

“**Termination Date**” means thefifth anniversary of the date of this Agreement.

 

“**Total Commitments**” meansthe aggregate Commitments of the Lenders, being $2,000,000,000 at the date ofthis Agreement.

 

“**Total Outstandings**” meansthe aggregate from time to time of the Outstandings.

 

“**Total Swingline Facility Amount**”means the higher of (a) the aggregate Dollar Swingline Commitments, (b) theaggregate Euro Swingline Commitments and (c) the aggregate SEK SwinglineCommitments, being $750,000,000 as at the date of this Agreement.

 

17

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“**Transfer Certificate**”means a certificate substantially in the form set out in Schedule 5 (*Form of Transfer Certificate*) or anyother form agreed between the Facility Agent and ABB.

 

“**Transfer Date**” means, in relationto a transfer, the later of:

 

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

 

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

 

“**Trigger Date**” means thedate on which ABB obtains an Investment Grade Rating.

 

“**Unpaid Sum**” means any sumdue and payable but unpaid by a Borrower under the Finance Documents.

 

“**Utilisation**” means autilisation of the Facility.

 

“**Utilisation Date**” meansthe 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 addedtax as provided for in the Value Added Tax Act 1994 and any other tax of asimilar nature.

 

“**Verifiable PMP**” means aPMP whose status as such may be determined on the basis of:

 

(a)                                      itsentry in Dutch public register (including on-line registers available on theinternet) as referred to in Clauses 1.e.1 through 1.e.5 of the ExemptionRegulation; or

 

(b)                                     apublic register published by a regulator of a country as referred to in Clause1.e.11 of the Exemption Regulation exercising prudential supervision over thePMP to the extent generally accessible via the internet.

 

“**WTK**” means the Dutch Acton the Supervision of Credit Institutions 1992 (*Wet toezicht kredietwezen 1992*) (as amended from time totime).

 

## **1.2**                           Construction

 

### (a)                                      Anyreference in this Agreement to:

###  

#### (i)                        “**assets**” includes present and futureproperties, revenues and rights of every description;

####  

#### (ii)                     “**Barclays Capital**” is a reference toBarclays Capital, the investment banking division of Barclays Bank PLC;

####  

#### (iii)                  the “**European interbank market**” means theinterbank market for Euro operating in Participating Member States;

 

18

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#### (iv)                a “**Finance Document**” or any other agreement orinstrument is a reference to that Finance Document or other agreement orinstrument as amended or novated;

####  

#### (v)                    a “**person**” includes any person, firm, company,corporation, government, state or agency of a state or any association, trustor partnership (whether or not having separate legal personality) or two ormore of the foregoing;

####  

#### (vi)                 a “**regulation**” includes any regulation, rule,official directive, request or guideline (whether or not having the force oflaw but, if not having the force of law, the compliance with which iscustomary) of any governmental, intergovernmental or supranational body,agency, department or regulatory, self-regulatory or other authority ororganisation;

####  

#### (vii)              a “**financial year**” in relation to ABB, means aperiod in respect of which it is required to produce annual audited financialstatements;

####  

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

####  

#### (ix)                   unless a contraryindication appears, a time of day is a reference to London time.

####  

### (b)                                     Wherethere is a reference in this Agreement to any amount, limit or thresholdspecified in Dollars, in ascertaining whether or not that amount, limit orthreshold has been attained, broken or achieved, as the case may be, anon-Dollar amount shall, unless the context otherwise requires or the contraryis indicated, be counted on the basis of the equivalent in Dollars of thatamount using the Facility Agent’s Spot Rate of Exchange.

###  

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

###  

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

###  

### (e)                                      ADefault is “**continuing**” if it hasnot been remedied or waived.

###  

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

###  

## **1.3**                           Dutch Terms

 

In this Agreement, where it relates to a Dutch entity, a reference to:

 

### (a)                                      anecessary action to authorise where applicable, includes without limitation:

 

19

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#### (i)                        any actionrequired to comply with the Dutch Works Councils Act (*Wet op de ondernemingsraden*); and

####  

#### (ii)                     obtaining anunconditional positive advice (*advies*)from the competent works council(s);

####  

### (b)                                     awinding-up, administration or dissolution includes a Dutch entity being:

###  

#### (i)                        declaredbankrupt (*failliet verklaard*);

####  

#### (ii)                     dissolved (*ontbonden*);

####  

### (c)                                      amoratorium includes *surséance van betaling*andgranted a moratorium includes *surséanceverleend*;

###  

### (d)                                     atrustee in bankruptcy includes a *curator*;

###  

### (e)                                      anadministrator includes a *bewindvoerder*;

###  

### (f)                                        a(n) (administrative) receiver does not include a *curator* or *bewindvoerder*; and

###  

### (g)                                     anattachment includes a *beslag*.

###  

## **1.4**                           Currency Symbols and Definitions

 

“**$**” and “**Dollars**” denote the lawful currency of theUnited States of America, “**£**” and “**Sterling**” denote the lawful currency of theUnited Kingdom, “**Euro**” denotes thesingle currency unit of the European Union as constituted by the Treaty of Rome(as amended) and “**SEK**” denotes thelawful currency of Sweden.

 

## **1.5**                           Third Party Rights

 

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

 

20

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**SECTION 2**

**THE FACILITY**

 

# **2.**                                 THE FACILITY

# ** **

## **2.1**                           The Facility

 

### (a)                                      Subjectto the terms of this Agreement, the Lenders make available to the Borrowers, amulticurrency revolving credit facility (the “**Facility**”)in a maximum aggregate amount of $2,000,000,000, including within it thefollowing sub-facilities:

###  

#### (i)                        a Dollarrevolving swingline facility (the “**DollarSwingline Facility**”) in a maximum aggregate amount equal to theaggregate Dollar Swingline Commitments;

####  

#### (ii)                     a Euro revolvingswingline facility (the “**Euro SwinglineFacility**”) in a maximum Base Currency Amount equal to the aggregateEuro Swingline Commitments; and

####  

#### (iii)                  a SEK revolvingswingline facility (the “**SEK SwinglineFacility**”) in a maximum Base Currency Amount equal to the aggregateSEK Swingline Commitments.

####  

### (b)                                     ABorrower shall only be entitled to utilise the Facility for so long as it is aQualifying Subsidiary.

###  

## **2.2**                           Lenders’ rights and obligations

 

### (a)                                      Theobligations of each Lender under the Finance Documents are several. Failure bya Lender to perform its obligations under the Finance Documents does notaffect the obligations of any other Party under the Finance Documents. NoFinance Party is responsible for the obligations of any other Finance Partyunder the Finance Documents.

###  

### (b)                                     Therights of each Lender under or in connection with the Finance Documents areseparate and independent rights and any debt arising under the FinanceDocuments to a Lender from any of the Obligors shall be a separate andindependent debt.

###  

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

###  

## **2.3**                           Facility Offices

 

### (a)                                      Subjectto paragraph (b) below, a Lender may (i) change its FacilityOffice for the purpose of this Agreement and/or (ii) nominate a differentFacility Office for the purposes of making a particular Advance or particulartype of Advance to any Borrower, in which event such Facility Office shall forthe purposes of this Agreement be its Facility Office for that Advance or thattype of Advance but not otherwise.

 

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### (b)                                     Ifa Lender changes its Facility Office or nominates a different Facility Office, (i) thatLender 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 assumethat no such change has taken place and (ii) if the country of suchFacility Office is not subject to the Financial Action Task Force any suchchange or, as the case may be, nomination shall be subject to the priorwritten consent of the Facility Agent.

###  

## **2.4**                           Obligors’ right and obligations hereunder

 

### (a)                                      EachObligor (other than ABB) by its execution of this Agreement or an AccessionLetter irrevocably appoints ABB to act on its behalf as its agent in relationto the Finance Documents (in this capacity, the “**Obligors’ Agent**”) and irrevocably authorises (i) ABB onits behalf to supply all information concerning itself contemplated by thisAgreement to the Finance Parties and to give all notices and instructions(including, in the case of a Borrower, Utilisation Requests), to execute on itsbehalf any Accession Letter and to make such agreements capable of being givenor made by any Obligor notwithstanding that they may affect such Obligor,without further reference to or the consent of such Obligor and (ii) eachFinance Party to give any notice, demand or other communication to such Obligorpursuant to the Finance Documents to ABB on its behalf, and in each case suchObligor shall be bound thereby as though such Obligor itself had given suchnotices and instructions (including, without limitation, any UtilisationRequests) or executed or made such agreements or received any such notice,demand or other communication.

###  

### (b)                                     Everyact, omission, agreement, undertaking, settlement, waiver, notice or othercommunication given or made by the Obligors’ Agent or given to the Obligors’Agent under this Agreement, or in connection with this Agreement (whether ornot known to any other Obligor and whether occurring before or after such otherObligor became an Obligor under this Agreement) shall be binding for allpurposes 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 anynotices or other communications of the Obligors’ Agent and any other Obligor,those of the Obligors’ Agent shall prevail.

###  

### (c)                                      AnObligors’ Agent may resign its appointment hereunder by giving not lessthan ten Business Days’ prior written notice to that effect to the FacilityAgent, **provided that** no suchresignation shall be effective until a successor consents in writing to theFacility Agent to be appointed.

###  

# **3.**                                 PURPOSE

 

## **3.1**                          Purpose

 

The Borrowers shall apply all amounts borrowed by it under the Facilityfor the general corporate purposes of the Group, including, without limitation,back-stop

 

22

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financing for commercial paper facilities of the Group, **provided that** no Swingline Advance shall beused to refinance another Swingline Advance.

 

## **3.2**                           Monitoring

 

No Finance Party is bound to monitor or verify the application of anyamount borrowed pursuant to this Agreement.

 

# **4.**                                 CONDITIONS OF UTILISATION

 

## **4.1**                          Initial conditions precedent

## ** **

### (a)                                      NoUtilisation Request may be served unless the Facility Agent has receivedall of the documents and other evidence listed in Part I of Schedule 2(*Conditions Precedent*) in form andsubstance reasonably satisfactory to the Facility Agent.

###  

### (b)                                     TheFacility Agent shall notify ABB and the Lenders promptly upon the conditionsset out in paragraph (a) of this Clause 4.1 being satisfied.

###  

## **4.2**                           Further conditions precedent

## ** **

### (a)                                      TheLenders will only be obliged to comply with Clause 5.4 (*Lenders’ participation*) and Clause 5.8 (*Swingline Lenders’ Participation*) if onthe date of the Utilisation Request and on the proposed Utilisation Date (ineach case other than in the case of a Rollover Advance):

###  

#### (i)                        no Default iscontinuing or would result from the proposed Advance;

####  

#### (ii)                     therepresentations to be made by ABB pursuant to Clause 19.15 (*Repetition*) are true in all respects; and

####  

#### (iii)                  such proposedUtilisation Date is not within 30 days of ABB providing notice to the FacilityAgent in accordance with paragraph (a) of Clause 8.3 (*Mandatory Prepayment on Change of Control*).

####  

### (b)                                     AnAdvance will not be made if it would result in the Base Currency Amount of allAdvances exceeding the Total Commitments.

###  

## **4.3**                           Conditions relating to Optional Currencies

## ** **

A currency will constitute an Optional Currency in relation to anAdvance if it is SEK or Euro, or it is readily available in the amount requiredand freely convertible into the Base Currency in the Relevant Interbank Marketon the Quotation Day and the Utilisation Date for that Advance **provided that** there may not at anytime be Advances outstanding denominated in more than 5 Optional Currencies.

 

## **4.4**                           Maximum number of Advances

## ** **

### (a)                                      NoBorrower may deliver a Utilisation Request if as a result of the proposedUtilisation more than 10 Advances would be outstanding.

###  

### (b)                                     AnyAdvance made by a single Lender under Clause 6.2 (*Unavailability of a currency*) shall not be taken intoaccount in this Clause 4.4.

 

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**SECTION 3**

**UTILISATION**

 

# **5.**                                 UTILISATION

# ** **

## **5.1**                           Delivery of a Utilisation Request

 

A Borrower may utilise the Facility (other than for the purpose ofdrawing Swingline Advances, which may be drawn in accordance with Clause5.5 (*Delivery of a Utilisation Request for aSwingline Advance*) by delivery to the Facility Agent of a dulycompleted Utilisation Request not later than the Specified Time.

 

## **5.2**                           Completion of a Utilisation Request

 

### (a)                                      EachUtilisation Request delivered to the Facility Agent pursuant to Clause 5.1 (*Delivery of a Utilisation Request*) isirrevocable and will not be regarded as having been duly completed unless:

###  

#### (i)                        the proposedUtilisation Date is a Business Day within the Availability Period;

####  

#### (ii)                     the currency andamount of the Utilisation comply with Clause 5.3 (*Currency and amount*); and

####  

#### (iii)                  the proposedInterest Period complies with Clause 10 (*InterestPeriods*).

####  

### (b)                                     Onlyone Advance may be requested in each Utilisation Request delivered to theFacility Agent pursuant to Clause 5.1 (*Deliveryof a Utilisation Request*).

###  

## **5.3**                           Currency and amount

 

### (a)                                      Thecurrency specified in a Utilisation Request delivered to the Facility Agentpursuant to Clause 5.1 (*Delivery of aUtilisation Request*) must, in the case of any Revolving Advance (notbeing a Swingline Advance), be the Base Currency or an Optional Currency.

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### (b)                                     Theamount of the proposed Advance must be:

###  

#### (i)                        if thecurrency selected is the Base Currency, a minimum of $50,000,000 and anintegral multiple of $10,000,000; or

####  

#### (ii)                     if the currencyselected is Euro, a minimum of Euro50,000,000 and an integral multiple ofEuro10,000,000; or

####  

#### (iii)                  if the currencyselected is SEK, a minimum amount of SEK25,000,000 and an integral multiple ofSEK5,000,000; or

####  

#### (iv)                 if the currencyselected is an Optional Currency (other than SEK or Euro), in such minimumamount and multiple as the Facility Agent and ABB may agree,

####  

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

 

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## **5.4**                           Lenders’ participation

 

### (a)                                      Subjectto the other terms of this Agreement, each Lender shall, on the relevantUtilisation Date, make its participation in each Advance available through itsFacility Office.

###  

### (b)                                     Subjectto Clause 6.2 (*Unavailability of a currency*),the amount of each Lender’s participation in each Revolving Advance (not beinga Swingline Advance) will be equal to the proportion borne by its AvailableCommitment to the Available Facility immediately prior to making the Advance.

###  

### (c)                                      TheFacility Agent shall notify each relevant Lender of the amount, currency andthe Base Currency Amount of each Advance at the Specified Time.

###  

## **5.5**                           Delivery of a Utilisation Request for a SwinglineAdvance

 

The Borrowers may utilise the Dollar Swingline Facility, the EuroSwingline Facility or the SEK Swingline Facility by delivery to the relevantSwingline Agent (with a copy to the Facility Agent) of a duly completedUtilisation Request not later than the Specified Time.

 

## **5.6**                           Completion of a Utilisation Request for a SwinglineAdvance

 

### (a)                                      EachUtilisation Request delivered pursuant to Clause 5.5 (*Delivery of a Utilisation Request for a SwinglineAdvance*) is irrevocable and will not be regarded as having been dulycompleted unless:

###  

#### (i)                        it specifieswhether the Swingline Advance is to be a Dollar Swingline Advance, a EuroSwingline Advance or a SEK Swingline Advance;

####  

#### (ii)                     the proposedUtilisation Date is a Business Day within the Availability Period;

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#### (iii)                  the currency andamount of the Utilisation comply with Clause 5.7 (*Currency and amount*); and

####  

#### (iv)                 the proposed InterestPeriod complies with Clause 10 (*InterestPeriods*).

####  

### (b)                                     Onlyone Swingline Advance may be requested in each Utilisation Requestdelivered pursuant to Clause 5.5 (*Deliveryof a Utilisation Request for a Swingline Advance*).

###  

## **5.7**                           Currency and amount

 

### (a)                                      Thecurrency specified in a Utilisation Request delivered pursuant to Clause 5.5 (*Delivery of a Utilisation Request for a SwinglineAdvance*) 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 SEKSwingline Advance).

###  

### (b)                                     Theamount of the proposed Swingline Advance must be:

###  

#### (i)                        in the case ofa Dollar Swingline Advance, a minimum of $50,000,000 and an integral multipleof $10,000,000 or, if less, the Available Dollar Swingline Facility;

 

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#### (ii)                     in the case of aEuro Swingline Advance, a minimum of Euro 50,000,000 and an integral multipleof Euro 10,000,000 or, if less, the Available Euro Swingline Facility; or

####  

#### (iii)                  in the case of a SEKSwingline Advance, a minimum of SEK25,000,000 and an integral multiple ofSEK5,000,000 or, if less, the Available SEK Swingline Facility.

####  

### (c)                                      Theamount of a proposed Dollar Swingline Advance or, as the case may be, theBase 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, whenaggregated with the Base Currency Amount of all outstanding Swingline Advances,exceed the Total Swingline Facility Amount and the Base Currency Amount of aproposed SEK Swingline Advance must not, when aggregated with the Base CurrencyAmount of all outstanding SEK Swingline Advances, exceed $200,000,000.

###  

## **5.8**                           Swingline Lenders’ participation

 

### (a)                                      Ifthe conditions set out in this Agreement have been met, each Dollar SwinglineLender (in the case of a Dollar Swingline Advance), Euro Swingline Lender (inthe case of a Euro Swingline Advance) or SEK Swingline Lender (in the case of aSEK Swingline Advance) shall, on the relevant Utilisation Date, make itsparticipation in each Dollar Swingline Advance (or Euro Swingline Advance orSEK Swingline Advance as applicable) available through its Facility Office.

###  

### (b)                                     Theamount of each Swingline Lender’s participation in each Dollar SwinglineAdvance, Euro Swingline Advance or SEK Swingline Advance will be equal to theproportion borne by its Available Dollar Swingline Commitment or, as the case may be,Available Euro Swingline Commitment or, as the case may be, Available SEKSwingline Commitment to the Available Dollar Swingline Facility or, as the casemay be, Available Euro Swingline Facility or as the case may be,Available SEK Swingline Facility immediately prior to making the DollarSwingline Advance (or Euro Swingline Advance or SEK Swingline Advance, asapplicable).

###  

### (c)                                      Therelevant Swingline Agent shall notify each relevant Swingline Lender of theamount, currency and the Base Currency Amount of each Swingline Advance at theSpecified Time.

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## **5.9**                           Automatic Revolving Advance

 

### (a)                                      Inthe event that a Borrower does not repay a Swingline Advance made to it in fullon the last day of its Interest Period, on the Business Day falling 3 BusinessDays prior to such day, that Borrower shall be deemed to have served aUtilisation Request for a Revolving Advance (not being a Swingline Advance) tobe made on such day in the amount and currency of such Swingline Advance andwith an Interest Period of 1 week and such Revolving Advance shall be made onsuch day in accordance with Clause 5.4 (*Lenders’*

 

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### *participation*) and theproceeds thereof applied in repayment of the said Swingline Advance.

###  

### (b)                                     Paragraph(a) of Clause 4.2 (*Further conditionsprecedent*) shall not apply to any Revolving Advance to which thisClause 5.9 refers.

###  

# **6.**                                 OPTIONAL CURRENCIES

# ** **

## **6.1**                           Selection of currency

 

The relevant Borrower shall select the currency of an Advance in aUtilisation Request.

 

## **6.2**                           Unavailability of a currency

 

If before the Specified Time on any Quotation Day:

 

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

###  

### (b)                                     aLender notifies the Facility Agent that compliance with its obligation toparticipate in a Revolving Advance in the proposed Optional Currency (otherthan Euro, Sterling or SEK) would contravene a law or regulation applicable toit,

###  

the Facility Agent will give notice to the relevant Borrower to thateffect by the Specified Time on that day. In this event, any Lender that givesnotice pursuant to this Clause 6.2 will be required to participate in theRevolving Advance in the Base Currency (in an amount equal to that Lender’sproportion of the Base Currency Amount or, in respect of a Rollover Advance, anamount equal to that Lender’s proportion of the Base Currency Amount of thematuring Revolving Advance that is due to be repaid) and its participation willbe treated as a separate Revolving Advance denominated in the Base Currencyduring that Interest Period.

 

## **6.3**                           Notification

 

The Facility Agent shall notify the Lenders and the relevant Borrowerof Optional Currency amounts (and the applicable Facility Agent’s Spot Rate ofExchange) promptly after they are ascertained.

 

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**SECTION 4**

**REPAYMENT, PREPAYMENT ANDCANCELLATION**

 

# **7.**                                REPAYMENT

# ** **

## **7.1**                           Repayment of Revolving Advances

 

### (a)                                      EachBorrower shall repay each Revolving Advance made to it on the last day of itsInterest Period.

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### (b)                                     AllAdvances must be repaid in full on the Termination Date.

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# **8.**                                 PREPAYMENT AND CANCELLATION

# ** **

## **8.1**                           Lender Illegality

 

If it becomes unlawful in any jurisdiction for a Lender to perform anyof its obligations as contemplated by this Agreement or to fund itsparticipation in any Advance:

 

### (a)                                      thatLender shall promptly notify the Facility Agent upon becoming aware of thatevent;

###  

### (b)                                     unlessthe repayment referred to in paragraph (c) below avoids such unlawfulness,upon the Facility Agent notifying ABB, the Commitment of that Lender will beimmediately cancelled; and

###  

### (c)                                      eachBorrower shall, to the extent necessary to avoid such unlawfulness, repay thatLender’s participation in the Advances made to it on the last day of theInterest Period for each Advance occurring after the Facility Agent hasnotified ABB or, if earlier, the date specified by the Lender in the noticedelivered to the Facility Agent (being no earlier than 5 Business Days afterreceipt of such notice or, if earlier, the last day of any applicable graceperiod permitted by law).

###  

## **8.2**                           Borrower Illegality

 

If it is or becomes unlawful for a Borrower to perform any of itsobligations under the Finance Documents, save where such obligations are not,or could reasonably be considered not to be, material to the interests of theLenders under the Finance Documents, that Borrower shall within 15 BusinessDays of being served with notice by the Facility Agent so to do, repay allAdvances, together with accrued interest and all other amounts owing by itunder the Finance Documents.

 

## **8.3**                           Mandatory 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 ABBcarrying the right to more than 50% of the votes exercisable at a generalmeeting of ABB:

 

### (a)                                      ABBshall promptly notify the Facility Agent upon becoming aware of that event; and

###  

### (b)                                     ifwithin 15 days following such notification to the Facility Agent any Lender sorequests (by delivering a notice to ABB through the Facility Agent), each 

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###  

### Borrowershall, no later than 15 days following such request, prepay that Lender’sportion of all outstanding Advances, together with accrued interest thereon andall other amounts owing to such Lender hereunder and cancel that Lender’sCommitments.

###  

### For thepurposes of this Clause 8.3, “**associatedperson**” means, in relation to any person, a person who is (i) “**acting in concert**” (as defined in the CityCode on Takeovers and Mergers) with that person or (ii) a “**connected person**” (as defined in section 839of the Income and Corporate Taxes Act 1988) of that person.

 

## **8.4**                           Voluntary cancellation

 

ABB may, if it gives the Facility Agent not less than 5 Business Days’(or such shorter period as the Majority Lenders may agree) prior notice,cancel the whole or any part (being a minimum amount of $25,000,000 and anintegral multiple of $10,000,000) of the Available Facility, the AvailableDollar Swingline Facility, the Available Euro Swingline Facility or theAvailable SEK Swingline Facility. Any cancellation under this Clause 8.4 shallreduce rateably the Commitments, the Dollar Swingline Commitments, the EuroSwingline Commitments or, as the case may be, the SEK SwinglineCommitments.

 

## **8.5**                           Voluntary Prepayment

 

A Borrower may, if it gives the Facility Agent not less than 5 BusinessDays’ (in the case of any Advance other than a Swingline Advance) or 1 BusinessDay’s (in the case of any Swingline Advance) (or in either case such shorterperiod as the Majority Lenders may agree) prior notice, prepay the wholeor any part of an Advance made to it (but if in part, being an amount thatreduces the Base Currency Amount of the Advance by a minimum amount of$25,000,000 and rounded as the Facility Agent may reasonably require).

 

## **8.6**                           Right of repayment and cancellation in relation to asingle Lender

 

### (a)                                      If:

###  

#### (i)                        any sumpayable to any Lender by ABB or an Obligor is required to be increased underparagraph (c) of Clause 13.2 (*Taxgross-up*); or

####  

#### (ii)                     any Lender claimsindemnification 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 orindemnification continues, give the Facility Agent notice of cancellation ofthe Commitment of that Lender and its intention to procure the repayment ofthat Lender’s participation in the Advances.

 

### (b)                                     Onreceipt of a notice referred to in paragraph (a) above, the Commitment ofthat Lender shall immediately be reduced to zero.

###  

### (c)                                      Onthe last day of each Interest Period in respect of an Advance which ends afterABB has given notice under paragraph (a) above (or, if earlier, the date 

 

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### specifiedby ABB in that notice), each Borrower to whom an Advance is outstanding shallrepay that Lender’s participation in that Advance.

###  

## **8.7**                           Restrictions

 

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

###  

### (b)                                     Anyprepayment under this Agreement shall be made together with accrued interest onthe amount prepaid and, subject to any Break Costs, without premium or penalty.

###  

### (c)                                      Unlessa contrary indication appears in this Agreement, any part of the Facilitywhich is prepaid may be reborrowed in accordance with the terms of thisAgreement.

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### (d)                                     NoBorrower shall repay or prepay all or any part of the Advances or cancelall or any part of the Commitments except at the times and in the mannerexpressly provided for in this Agreement.

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### (e)                                      Noamount of the Total Commitments cancelled under this Agreement may besubsequently reinstated.

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

 

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**SECTION 5**

**COSTS OFUTILISATION**

 

9.                                **INTEREST**

 

9.1                          **Calculationof interest**

 

### (a)                                      The rate of interest on each Advance (other thana Swingline Advance) for each Interest Period is the percentage rate per annumwhich is the aggregate of the applicable:

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#### (i)                        Margin;

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#### (ii)                     IBOR; and

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#### (iii)                  Mandatory Cost (if any).

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### (b)                                     The rate of interest on each Swingline Advancefor each Interest Period shall accrue from day to day and is (in the case ofany Dollar Swingline Advance) the Dollar Swingline Rate or (in the case of anyEuro Swingline Advance) the Euro Swingline Rate or (in the case of any SEKSwingline Advance) the SEK Swingline Rate.

###  

9.2                          **Payment ofinterest**

 

Each Borrower shall pay accrued interest oneach Advance made to it on the last day of each Interest Period (and, if theInterest Period is longer than six Months, on the dates falling at six monthlyintervals after the first day of the Interest Period).

 

9.3                          **Defaultinterest**

 

### (a)                                      If an Obligor fails to pay any amount payable byit under a Finance Document on its due date, interest shall accrue on theoverdue amount from the due date up to the date of actual payment (both beforeand after judgment) at a rate 1.00 per cent higher than the rate which wouldhave 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 theoverdue amount for successive Interest Periods, each of a duration selected bythe Facility Agent (acting reasonably). Any interest accruing under this Clause9.3 shall be immediately payable by the relevant Obligor on demand by theFacility Agent.

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### (b)                                     Default interest (if unpaid) arising on anoverdue amount will be compounded with the overdue amount at the end of eachInterest Period applicable to that overdue amount but will remain immediatelydue and payable.

###  

9.4                          **Notificationof rates of interest**

 

The applicable Agent shall promptly notify theLenders, ABB and the relevant Borrowers of the determination of a rate ofinterest under this Agreement.

 

9.5                          **MinimumInterest**

 

When entering into this Agreement, the Partieshave assumed that the interest payable hereunder is not and will not becomesubject to Swiss withholding tax. Therefore, if a

 

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Tax Deduction is required by law to be made inone of the circumstances set out in paragraph (d) of Clause 13.2 (*Tax gross-up*) and if paragraph (c) ofClause 13.2 (*Tax gross-up*) shouldbe unenforceable in respect of a Borrower incorporated in Switzerland or, ifdifferent, resident in Switzerland for tax purposes, each Borrower acknowledgesand agrees that:

 

### (a)                                      the interest rates set out in and which arecalculated in accordance with Clause 9.1 shall constitute minimum interestrates, which, if Swiss withholding tax should apply, shall be adjusted toensure that any payment of interest due by a Borrower shall be increased to anamount which (after making any deduction of Swiss withholding tax) results in apayment to the Lender of an amount equal to the payment which would have beendue had no deduction of Swiss withholding tax been required**.**For this purpose, the Swiss withholdingtax 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 oreach applicable double taxation treaty for the Lenders to prepare claims forthe refund of any Swiss withholding tax so deducted.

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10.                          **INTERESTPERIODS**

 

### (a)                                      The relevant Borrower may select an InterestPeriod for an Advance in the Utilisation Request on 3 Business Days’ writtennotice to the Facility Agent from the relevant Borrower.

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### (b)                                     Subject to this Clause 10, a Borrower may selectan Interest Period of:

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#### (i)                        in relation to any Advance (other than aSwingline Advance), 1, 2, 3 or 6 Months or any other period of less than 1Month to end on the Termination Date or any other period agreed between therelevant Borrower and the Facility Agent (acting on the instructions of all theLenders); or

####  

#### (ii)                     in relation to any Swingline Advance, a period not exceeding5 Business Days.

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### (c)                                      An Interest Period for an Advance shall notextend beyond the Termination Date.

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### (d)                                     Each Revolving Advance has one Interest Periodonly.

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11.                          **CHANGES TOTHE CALCULATION OF INTEREST**

 

11.1                    **Absence ofquotations**

 

Subject to Clause 11.2 (*Market disruption*), if the applicable IBORor if applicable, the Euro Swingline Rate or the SEK Swingline Rate is to bedetermined by reference to the Reference Banks but a Reference Bank does notsupply a quotation by the Specified Time on the Quotation Day, the applicableIBOR or the Euro Swingline Rate or the

 

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SEK Swingline Rate shall be determined on thebasis of the quotations of the remaining Reference Banks.

 

11.2                    **Marketdisruption**

 

### (a)                                      If a Market Disruption Event occurs in relationto 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 theInterest 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 therelevant Borrower by that Lender in a certificate (which sets out the detailsof the computation of the relevant rate and shall be prima facie non-bindingevidence of the same) as soon as practicable and in any event before interestis due to be paid in respect of that Interest Period, to be that whichexpresses as a percentage rate per annum the cost to that Lender of funding itsparticipation in that Advance from whatever source it may reasonably select;and

####  

#### (iii)                  the Mandatory Cost, if any, applicable to that Lender’sparticipation in the Advance.

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### (b)                                     In this Agreement “**Market Disruption Event**” means:

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#### (i)                        in relation to an Advance (not being a SwinglineAdvance):

####  

##### (A)                at or about noon on the Quotation Day for the relevantInterest Period the Screen Rate is not available and none or only one of theReference Banks supplies a rate to the Facility Agent to determine the applicableIBOR for the relevant currency and period; or

#####  

##### (B)                  before close of business in London on the Quotation Day forthe relevant Interest Period, the Facility Agent receives notifications from aLender or Lenders (whose participations in an Advance exceed 50 per cent. ofthat Advance) that the cost to it or them of obtaining matching deposits in theRelevant Interbank Market would be in excess of the applicable IBOR; or

#####  

#### (ii)                     in relation to a Euro Swingline Advance or a SEK SwinglineAdvance, on the relevant Utilisation Date, none or only one of the ReferenceBanks supplies a rate to the Facility Agent to determine the Euro SwinglineRate or the SEK Swingline Rate, as the case may be.

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11.3                    **Alternativebasis of interest or funding**

 

### (a)                                      If a Market Disruption Event occurs and theFacility Agent or ABB so requires, the Facility Agent and ABB shall enter intonegotiations (for a period of not more than thirty days) with a view toagreeing a substitute basis for determining the rate of interest.

 

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### (b)                                     Any alternative basis agreed pursuant toparagraph (a) above shall, with the prior consent of the Majority Lenders andABB, be binding on all Parties.

###  

11.4                    **Break Costs**

 

### (a)                                      The relevant Borrower shall, within threeBusiness Days of demand by a Finance Party, pay to that Finance Party its BreakCosts attributable to all or any part of an Advance or Unpaid Sum being paid bythat Borrower on a day other than the last day of an Interest Period for thatAdvance or Unpaid Sum.

###  

### (b)                                     Each Lender shall, as soon as reasonablypracticable after a demand by the Facility Agent, provide to ABB and therelevant Borrower a certificate (which shall constitute prima facie non-bindingevidence 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 anyInterest Period in which they accrue and setting out the manner of computingsuch Break Costs.

###  

12.                          **FEES**

 

12.1                    **CommitmentFee**

 

### (a)                                      ABB shall pay to the Facility Agent (for theaccount of each Lender) a commitment fee in the Base Currency computed at 35per cent. per annum of the applicable Margin from time to time on that Lender’sAvailable Commitment.

###  

### (b)                                     The accrued commitment fee is payable on the lastday of each successive period of three Months commencing from the date of thisAgreement and on the last day of the Availability Period and, if a Lender’sCommitment is cancelled in full, on the amount of that Lender’s AvailableCommitment immediately before the cancellation became effective.

###  

12.2                    **UtilisationFee**

 

### (a)                                      ABB shall pay to the Facility Agent (for theaccount of the Lenders pro rata to their Commitments) a utilisation fee inrespect of the Total Outstandings computed at the rate of:

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#### (i)                        0.05 per cent. per annum for each day that theTotal Outstandings are in an amount which is greater than 331/3per cent. but is less than or equal to 662/3 percent. of the Total Commitments; or

####  

#### (ii)                     0.10 per cent. per annum for each day that the Total Outstandingsare in an amount greater than 662/3 per cent. of theTotal Commitments.

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### (b)                                     The accrued utilisation fee is payable on thelast day of each successive period of three Months commencing from the date ofthis Agreement and on the Termination Date.

###  

12.3                    **ArrangementFee**

 

ABB shall pay to the Mandated Lead Arrangersthe fees in the amounts and at the times agreed in a Fee Letter.

 

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12.4                    **Agency Fee**

 

ABB shall pay to each Agent (for its ownaccount) an agency fee in the amount and at the times agreed in a Fee Letter.

 

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**SECTION 6**

**ADDITIONALPAYMENT OBLIGATIONS**

 

13.                          **TAX GROSS UPAND INDEMNITIES**

 

13.1                    **Definitions**

 

### (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 anypayment in relation to a sum received or receivable (or any sum deemed for thepurposes of Tax to be received or receivable) under a Finance Document.

 

“**Qualifying Lender**” means:

 

#### (i)                        in respect of a payment by a Borrowerincorporated in Switzerland, a Lender which is a bank;

####  

#### (ii)                     in respect of a payment by a Borrower incorporated in theUnited States of America, a Lender which is:

####  

##### (A)                created or organised under the laws of the United States ofAmerica or of any state (including the District of Columbia) thereof; or

#####  

##### (B)                  resident in a jurisdiction having and eligible for thebenefit of a double taxation agreement with the United States of America whichmakes provision for full exemption from tax imposed by the United States ofAmerica on interest and which does not carry on a business in the United Statesof America through a permanent establishment with which that Lender’sparticipation in the Facility is effectively connected; or

#####  

##### (C)                  entitled to receive payments under the Finance Documentswithout deduction or withholding of any United States federal income taxes,

#####  

and which has complied with any proceduralrequirements within its control necessary to receive such payment without theimposition of United States withholding tax; or

 

#### (iii)                  in respect of a payment by a Borrower incorporated in anyjurisdiction 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.

 

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“**Tax Deduction**” means a deduction or withholding for or onaccount of Tax from a payment under a Finance Document.

 

“**Tax Payment**” means an increased payment made by ABB or anObligor to a Finance Party under Clause 9.5 (*MinimumInterest*), Clause 13.2 (*Taxgross-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 thecontrary, a determination made in the absolute discretion of the person makingthe determination acting in good faith.

###  

13.2                    **Tax gross-up**

 

### (a)                                      ABB and each Obligor shall make all payments tobe made by it without any Tax Deduction, unless a Tax Deduction is required bylaw.

###  

### (b)                                     ABB, an Obligor or a Lender shall promptly uponbecoming aware that ABB or an Obligor (as the case may be) must make a TaxDeduction (or that there is any change in the rate or the basis of a TaxDeduction) notify the Facility Agent accordingly. If the Facility Agentreceives such notification from a Lender it shall notify ABB and the relevantObligor.

###  

### (c)                                      If a Tax Deduction is required by law to be madeby 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 beincreased to an amount which (after making any Tax Deduction) leaves an amountequal to the payment which would have been due if no Tax Deduction had beenrequired.

###  

### (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 itsown behalf);

####  

#### (ii)                     is a Qualifying Lender; or

####  

#### (iii)                  was a Qualifying Lender at the time it became a Lender buthas ceased to be a Qualifying Lender to the extent that this altered statusresults from any change after the date of this Agreement in (or in theinterpretation, administration, or application of) any law or double taxationagreement or any published practice or published concession of any relevanttaxing authority.

####  

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

###  

### (f)                                        Within 30 days of making either a Tax Deductionor any payment required in connection with that Tax Deduction, ABB or therelevant Obligor (as the case

 

37

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### may be) shall deliver tothe Facility Agent for the Finance Party entitled to the payment evidencereasonably satisfactory to that Finance Party that the Tax Deduction has beenmade or (as applicable) any appropriate payment paid to the relevant taxingauthority.

###  

### (g)                                     Each Finance Party, ABB and the Obligors shallco-operate in completing any procedural formalities necessary for ABB or anObligor to make a payment to which the Finance Party is entitled without a TaxDeduction or with a reduced Tax Deduction. Each Finance Party shall on thereasonable written request of ABB or an Obligor complete and deliver to ABB orthat Obligor all documentation reasonably required by ABB or that Obligor inorder to enable it to make such payments without a Tax Deduction or with areduced Tax Deduction (so long as the completion or delivery of suchdocumentation would not materially prejudice the legal or commercial positionof the relevant Finance Party).

###  

13.3                    **Taxindemnity**

 

### (a)                                      ABB or the Obligors shall (within three BusinessDays of written demand by the Facility Agent) pay to a Protected Party anamount equal to the loss, liability or cost which that Protected Partydetermines will be or has been (directly or indirectly) suffered for or onaccount of Tax by that Protected Party.

###  

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

###  

#### (i)                        under the law of the jurisdiction in which thatFinance Party is incorporated or, if different, the jurisdiction (orjurisdictions) in which that Finance Party is treated as resident for taxpurposes;

####  

#### (ii)                     under the law of the jurisdiction in which that Finance Party’sFacility Office is located in respect of amounts received or receivable in thatjurisdiction; or

####  

#### (iii)                  arising by reason of the making of an Advance to a Borrowerin an Initial Borrower Jurisdiction under the law of such jurisdiction, exceptto the extent arising by reason of a change in law or in any regulationoccurring after the date of this Agreement, **providedthat** this paragraph (b)(iii) shall not apply to any Tax assessed orimposed on an Agent,

####  

if that Tax is imposed on orcalculated by reference to the net income received or receivable (including anysum 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 socompensated but for an exception to those Clauses).

 

38

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

###  

### (d)                                     A Protected Party shall, on receiving a paymentfrom ABB or an Obligor under this Clause 13.3, notify the Facility Agent.

###  

13.4                    **Tax Credit**

 

If ABB or an Obligor makes a Tax Payment andthe relevant Finance Party determines that:

 

### (a)                                      a Tax Credit is attributable to that TaxPayment; and

###  

### (b)                                     that Finance Party has obtained, utilised andretained 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 thesame after-Tax position as it would have been in had the Tax Payment not beenmade by ABB or that Obligor (as the case may be). The relevant Finance Partyshall endeavour, acting in good faith, to obtain, utilise and retain the TaxCredit save that it shall not be obliged to disclose any information relatingto its tax or other affairs or any computations in respect thereof.

 

13.5                    **QualifyingLenders**

 

Any Lender which ceases, for any reason, to bea Qualifying Lender shall promptly notify ABB and the relevant Obligor(s) ofits change of status.

 

13.6                    **Stamp taxes**

 

The Borrowers shall pay and, within 3 BusinessDays of demand, indemnify each Finance Party against any cost, loss orliability such Finance Party incurs in relation to all stamp duty, registrationand other similar Taxes payable in respect of any Finance Document, but not inrespect of any assignment or transfer pursuant to Clause 24 (*Changes to the Lenders*).

 

13.7                    **Value addedtax**

 

### (a)                                      All consideration payable under a FinanceDocument by ABB or the Obligors to a Finance Party shall be deemed to beexclusive of any VAT. If VAT is chargeable on any supply made by any FinanceParty to any Party in connection with a Finance Document, that Party shall payto the Finance Party (in addition to and at the same time as paying theconsideration) an amount equal to the amount of the VAT.

###  

### (b)                                     Where a Finance Document requires ABB or theObligors to reimburse a Finance Party for any costs or expenses, ABB or theObligors (as the case may be) shall also at the same time pay and indemnifythat Finance Party against all VAT directly incurred by that Finance Party inrespect of the costs or expenses save to the extent that that Finance Party isentitled to repayment or credit in respect of the VAT.

 

39

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14.                          **INCREASEDCOSTS**

 

14.1                    **Increasedcosts**

 

### (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 accountof a Finance Party the amount of any Increased Costs incurred by that FinanceParty or any of its Affiliates as a result of (i) the introduction of or anychange 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 thisAgreement.

###  

### (b)                                     In this Agreement “**Increased Costs**” means:

###  

#### (i)                        a reduction in the rate of return from theFacility 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 FinanceDocument,

####  

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

 

14.2                    **Increasedcost claims**

 

### (a)                                      A Finance Party intending to make a claimpursuant 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 practicableafter a demand by the Facility Agent provide a certificate confirming theamount of its Increased Costs with (subject to any rights or duties ofconfidentiality the relevant Finance Party has in respect of such information)full supporting details (which certificate shall constitute prima facienon-binding evidence of the matters to which it relates).

###  

14.3                    **Exceptions**

 

### (a)                                      Clause 14.1 (*Increasedcosts*) does not apply to the extent any Increased Cost is:

###  

#### (i)                        attributable to a Tax Deduction required by lawto be made by ABB or an Obligor;

####  

#### (ii)                     compensated for by Clause 13.3 (*Tax indemnity*) (or would have been compensated for underClause 13.3 (*Tax indemnity*) butwas not so compensated solely because one of the exclusions in paragraph (b) ofClause 13.3 (*Tax indemnity*) applied);

####  

#### (iii)                  not payable as provided in Clause 24.2 (*Conditions of Assignment or Transfer*);

 

40

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#### (iv)                 compensated for by the payment of the Mandatory Cost;

####  

#### (v)                    attributable to the breach by the relevant Finance Party orits 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 givento the term in Clause 13.1 (*Definitions*).

###  

15.                          **OTHERINDEMNITIES**

 

15.1                    **Currencyindemnity**

 

### (a)                                      If any sum due from ABB or an Obligor under theFinance Documents (a “**Sum**”), orany order, judgment or award given or made in relation to a Sum, has to beconverted from the currency (the “**FirstCurrency**”) 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 orany of the Obligors;

####  

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

####  

ABB or that Obligor (as thecase may be) shall as an independent obligation, within 3 Business Days ofdemand, 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 anydiscrepancy between (A) the rate of exchange used to convert that Sum from theFirst Currency into the Second Currency and (B) the rate or rates of exchangeavailable to that person at the time of its receipt of that Sum.

 

### (b)                                     ABB and each Obligor waives any right it mayhave in any jurisdiction to pay any amount under the Finance Documents in acurrency or currency unit other than that in which it is expressed to bepayable.

###  

15.2                    **Otherindemnities**

 

ABB or the Obligors shall indemnify each Lenderupon presentation of duly documented evidence thereof against any cost, loss orliability directly incurred by that Lender as a result of:

 

### (a)                                      the occurrence of any Event of Default (butexcluding any costs of enforcement save as provided in Clause 17.3 (*Enforcement Costs*));

###  

### (b)                                     a failure by ABB or an Obligor to pay any amountdue under a Finance Document on its due date, including without limitation, anycost, loss or liability arising as a result of Clause 28 (*Sharing among the Lenders*);

###  

### (c)                                      funding, or making arrangements to fund, itsparticipation in an Advance requested by a Borrower in a Utilisation Requestbut not made by reason of

 

41

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### the operation of any oneor 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 beingprepaid in accordance with a notice of prepayment given by a Borrower.

###  

15.3                    **Indemnity tothe Facility Agent**

 

ABB or the Borrowers shall promptly indemnifythe Facility Agent, upon presentation of duly documented evidence thereof,against any reasonable cost, loss or liability properly and directly incurredby the Facility Agent (acting reasonably) as a result of:

 

### (a)                                      investigating any event which it reasonablybelieves is a Default; or

###  

### (b)                                     entering into or performing any foreign exchangecontract for the purposes of Clause 6 (*OptionalCurrencies*); or

###  

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

###  

16.                          **MITIGATIONBY THE LENDERS**

 

16.1                    **Mitigation**

 

### (a)                                      Each Finance Party shall, in consultation withABB, take all reasonable steps to mitigate any circumstances which arise andwhich would result in any amount becoming payable under or pursuant to, orcancelled pursuant to, any of Clause 8.1 (*LenderIllegality*), Clause 13 (*Taxgross-up and indemnities*) or Clause 14 (*Increased costs*) or which would result in any increasedamount being payable under this Agreement by reason of a change in theMandatory Cost or a change in the reserve requirements imposed by the EuropeanCentral Bank after the date of this Agreement including (but not limited to)transferring its rights and obligations under the Finance Documents to anotherAffiliate 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 toABB indemnifying it for the costs of so doing, transfer its rights andobligations under the Finance Documents to another Lender.

###  

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

###  

16.2                    **Limitationof liability**

 

### (a)                                      ABB or the Borrowers shall indemnify eachFinance Party, upon presentation of duly documented evidence thereof, for allcosts and expenses reasonably and directly incurred by that Finance Party as aresult of steps taken by it under Clause 16.1 (*Mitigation*).

###  

### (b)                                     A Finance Party is not obliged to take any stepsunder Clause 16.1 (*Mitigation*)(other than a transfer of its rights and obligations to another

 

42

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### Lender where ABB or aBorrower indemnifies it for the cost of so doing) if, in the opinion of thatFinance Party (acting reasonably), to do so could reasonably be expected to beprejudicial to it.

###  

17.                          **COSTS ANDEXPENSES**

 

17.1                    **Transactionexpenses**

 

ABB or the Borrowers shall promptly on demandpay, upon presentation of duly documented evidence thereof, the Agents and theMandated Lead Arrangers the amount of all costs and expenses (including legalfees) reasonably and directly incurred by any of them in connection with thenegotiation, preparation, printing, execution and syndication of:

 

### (a)                                      this Agreement and any other documents referredto in this Agreement; and

###  

### (b)                                     any other Finance Documents executed after thedate of this Agreement.

###  

17.2                    **Amendmentcosts**

 

If (a) ABB requests an amendment, waiver orconsent or (b) an amendment is required pursuant to Clause 29.9 (*Change of currency*), ABB or the Borrowersshall, within 3 Business Days of demand, reimburse the Facility Agent, uponpresentation of duly documented evidence thereof, for the amount of all costsand expenses (including legal fees) reasonably and directly incurred by theFacility Agent and which have previously been agreed with ABB in responding to,evaluating, negotiating or complying with that request or requirement.

 

17.3                    **Enforcement costs**

 

ABB or the Borrowers shall, within 3 BusinessDays 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 timeafter the service of a notice by the Facility Agent under Clause 23.11 (*Acceleration*) in connection with theenforcement of, or the preservation of any rights under, any Finance Document.

 

17.4                    **FSA and ECBcosts**

 

### (a)                                      This Clause 17.4 applies if, whether now or inthe future, either:

###  

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

####  

#### (ii)                     a reserve requirement is imposed by the European CentralBank;

####  

which, in either case, is applied to any Lender(and would be applied generally to banks or financial institutions of a similarnature to that Lender) as a consequence of its entering into and/or performingits obligations under this Agreement and/or assuming or maintaining itsCommitment 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 isreduced, ABB and the Borrowers agree to reimburse that Lender for the amountclaimed.

 

43

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### (b)                                     In the event that paragraph (a) above applies,each Lender may submit a certificate setting out a calculation of the amountclaimed by it (and in the case of an amount claimed as a result of a reserverequirement being imposed by the European Central Bank, certifying that suchamount has been reasonably determined) to the Facility Agent within the period(the “**Certification Period**”) of 10Business Days after the end of each Relevant Period. The Facility Agent willnotify ABB of the amount claimed by that Lender within 5 Business Days afterthe end of the relevant Certification Period and ABB or the Borrowers shall(absent manifest error in the relevant notice) reimburse that Lender for theamount 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 thisAgreement and ending on the 31 December 2005; and

####  

#### (ii)                     each subsequent period of six months starting on 31 December2005 and ending on the Termination Date,

####  

and “**Fees Rules**”means, as appropriate, either:

 

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

 

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

 

18.                          **GUARANTEEAND INDEMNITY**

 

18.1                    **Guaranteeand indemnity**

 

Subject to the provisos and confirmationscontained in Clause 18.9 (*Confirmations andRestrictions*), each Guarantor irrevocably and unconditionallyjointly and severally:

 

### (a)                                      guarantees to each Finance Party punctualperformance by each Borrower of all that Borrower’s obligations under theFinance Documents;

###  

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

###  

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

 

44

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18.2                    **Continuingguarantee**

 

This guarantee is a continuing guarantee andwill extend to the ultimate balance of sums payable by any Obligor under theFinance Documents, regardless of any intermediate payment or discharge in wholeor in part.

 

18.3                    **Reinstatement**

 

If any payment by an Obligor or any dischargegiven by a Finance Party (whether in respect of the obligations of any Obligoror any security for those obligations or otherwise) is avoided or reduced as aresult of insolvency or any similar event:

 

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

###  

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

###  

18.4                    **Waiver ofdefences**

 

The obligations of each Guarantor under thisClause 18 will not be affected by an act, omission, matter or thing which, butfor this Clause, would reduce, release or prejudice any of its obligationsunder this Clause 18 (without limitation and whether or not known to it or anyFinance Party) including:

 

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

###  

### (b)                                     the release of any other Obligor or any otherperson under the terms of any composition or arrangement with any creditor ofany 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 orany non-presentation or non-observance of any formality or other requirement inrespect of any instrument or any failure to realise the full value of anysecurity;

###  

### (d)                                     any incapacity or lack of power, authority orlegal personality of or dissolution or change in the members or status of anObligor or any other person;

###  

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

###  

### (f)                                        any unenforceability, illegality or invalidityof any obligation of any person under any Finance Document or any otherdocument or security; or

###  

### (g)                                     any insolvency or similar proceedings.

###  

18.5                    **Immediaterecourse**

 

Each Guarantor waives any right it may have of firstrequiring any Finance Party (or any trustee or agent on its behalf) to proceedagainst or enforce any other rights or

 

45

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security or claim payment from any personbefore claiming from that Guarantor under this Clause 18. This waiver appliesirrespective of any law or any provision of a Finance Document to the contrary.

 

18.6                    **Appropriations**

 

Until all amounts which may be or becomepayable by the Obligors under or in connection with the Finance Documents havebeen irrevocably paid in full, each Finance Party (or any trustee or agent onits behalf) may:

 

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

###  

### (b)                                     hold in an interest-bearing suspense account anymoneys received from any Guarantor or on account of any Guarantor’s liabilityunder this Clause.

###  

18.7                    **Deferral ofGuarantors’ rights**

 

Until all amounts which may be or becomepayable by the Obligors under or in connection with the Finance Documents havebeen irrevocably paid in full or the Facility Agent otherwise directs, noGuarantor will exercise any rights which it may have by reason of performanceby it of its obligations under the Finance Documents:

 

### (a)                                      to be indemnified by an Obligor;

###  

### (b)                                     to claim any contribution from any otherguarantor of any Obligor’s obligations under the Finance Documents; and/or

###  

### (c)                                      to take the benefit (in whole or in part andwhether by way of subrogation or otherwise) of any rights of the FinanceParties under the Finance Documents or of any other guarantee or security takenpursuant to, or in connection with, the Finance Documents by any Finance Party.

###  

18.8                    **Additionalsecurity**

 

This guarantee is in addition to and is not inany way prejudiced by any other guarantee or security now or subsequently heldby any Finance Party.

 

18.9                    **Confirmationsand Restrictions**

 

### (a)                                      Any term or provision of this Clause  or any other term in this Agreement or anyFinance Document notwithstanding, the maximum aggregate amount of theobligations for which any Guarantor which is incorporated in any state of theUnited States of America (a “**US Guarantor**”)shall be liable shall not exceed the maximum amount for which such US Guarantorcan be liable without rendering this Agreement or any other Finance Document,as it relates to the US Guarantor, subject to avoidance under applicable lawrelating to fraudulent conveyance or fraudulent transfer (including section 548of the Bankruptcy Code of the United States or any applicable provisions ofcomparable state law) (collectively “**FraudulentTransfer Laws**”), in each

 

46

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### case after giving effect(a) to all other liabilities of the US Guarantor, contingent or otherwise, thatare relevant under such Fraudulent Transfer Laws (specifically excluding,however, any liabilities of the Guarantor in respect of intercompanyindebtedness to any Borrower to the extent that such indebtedness would bedischarged 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 theapplicable provisions of such Fraudulent Transfer Laws) of any rights tosubrogation, contribution, reimbursement, indemnity or similar rights held bysuch US Guarantor pursuant to (i) applicable law or (ii) any other agreementproviding for an equitable allocation among the US Guarantor and otherSubsidiaries or affiliates of any Borrower of obligations arising under thisAgreement or any guarantees of the obligations by such parties.

###  

### (b)                                     The obligations and liabilities of eachGuarantor (excluding ABB) which is incorporated in Switzerland shall in respectof all present and future conditional and unconditional claims of the FinanceParties against any member of the Group other than that Guarantor and itswholly owned Subsidiaries arising from time to time out of the FinanceDocuments only be deemed to be undertaken or incurred to the extent and in themaximum amount of that Guarantor’s free reserves available for distribution(being the positive difference between the assets of that Guarantor and theaggregate of all liabilities, the amount of the registered share capital andthe mandatory reserves at any given time, all these amounts to be establishedin accordance with Swiss law), taking into account the deduction of Swisswithholding tax at the rate of 35% (or such other rate in force from time totime), subject to any applicable double taxation treaty, levied on any suchreserves made available for distribution.

 

47

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**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 (inrespect of itself) makes the representations and warranties set out in thisClause 19 to each Finance Party on the date of this Agreement.

 

19.1                    **Status**

 

### (a)                                      It is a corporation, duly incorporated andvalidly existing under the law of its jurisdiction of incorporation.

###  

### (b)                                     It and each Group Company has the power to ownits assets and carry on its business as it is being conducted.

###  

19.2                    **Bindingobligations**

 

The obligations expressed to be assumed by itin each Finance Document are, subject to the Reservations, legal, valid,binding and enforceable obligations.

 

19.3                    **Non-conflictwith other obligations**

 

The entry into and performance by it of, andthe transactions contemplated by, the Finance Documents to which it is a partydo 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 orany Group Company or any of their assets,

###  

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

 

19.4                    **Power andauthority**

 

It has the power to enter into, perform anddeliver, and has taken all necessary action to authorise its entry into,performance and delivery of, the Finance Documents to which it is a party andthe transactions contemplated by those Finance Documents.

 

19.5                    **Validity andadmissibility in evidence**

 

All Authorisations required by ABB and eachother Obligor (including, in the case of any Dutch Obligor, and if applicable,any works council advice):

 

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

###  

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

###  

have been obtained or effected and are in fullforce and effect.

 

48

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19.6                    **Insolvency**

 

Neither it nor any Material Subsidiary(excluding to the extent relevant Combustion Engineering Inc. and ABB LummusGlobal Inc.) has taken any action nor (so far it is aware, having made all dueenquiry) have any steps been taken or legal proceedings been started against itfor winding-up, dissolution or re-organisation, the enforcement of any Securityover its assets or for the appointment of a receiver, administrative receiver,or administrator, trustee or similar officer of it or any of its assets.

 

19.7                    **No default**

 

### (a)                                      No Default is continuing.

###  

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

###  

19.8                    **Nomisleading information**

 

### (a)                                      Any factual information contained in theInformation Memorandum was true and accurate in all material respects as at thedate of the Information Memorandum.

###  

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

###  

19.9                    **Financial statements**

 

### (a)                                      The Original Financial Statements were preparedin accordance with GAAP consistently applied.

###  

### (b)                                     The Original Financial Statements fairly presentin all material respects the consolidated financial condition and operations ofthe Group during the relevant financial year.

###  

### (c)                                      Each of the latest audited consolidatedfinancial statements required to be delivered under paragraph (b) of Clause20.1 (*Financial Statements*)fairly presents in all material respects the financial position of the Group asat the date to which they were prepared and for the period then ended.

###  

### (d)                                     Each of the latest set of consolidated financialstatements required to be delivered under paragraph (c) of Clause 20.1 (*Financial Statements*) fairly presents inall material respects the financial condition of the Group as at the date towhich they were prepared and for the period then ended.

###  

19.10              **No Material Adverse Effect**

 

Since the date of the most recent annualaudited accounts of the Group, no event or events have occurred which have hada Material Adverse Effect.

 

49

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19.11              **Pari passu ranking**

 

Its payment obligations under the FinanceDocuments rank at least *pari passu*with the claims of all its other unsecured and unsubordinated creditors, exceptfor obligations mandatorily preferred by law applying to companies generally.

 

19.12              **No proceedings pending orthreatened**

 

No litigation, arbitration or administrativeproceedings of or before any court, arbitral body or agency which couldreasonably be expected to have a Material Adverse Effect have (to the best ofits knowledge and belief) been started or threatened against any Group Companysave in relation to asbestos liabilities relating to the business of CombustionEngineering Inc. and ABB Lummus Global Inc.

 

19.13              **Environmental Compliance**

 

Each Group Company has complied in all respectswith all Environmental Law save to the extent that non-compliance could notreasonably be expected to have a Material Adverse Effect.

 

19.14              **Dutch Borrower RegulatoryCompliance**

 

Each Dutch Borrower represents, warrants andagrees that it has the appropriate exemptive reliefs available pursuant to theExemption Regulation and that it complies with article 4 of the ExemptionRegulation including in particular that:

 

### (a)                                      on the date of this Agreement each DutchBorrower has verified, to the extent reasonably possible, that each OriginalLender qualifies as a PMP in accordance with the Policy Guidelines; and

###  

### (b)                                     if on the date on which a New Lender becomes aparty to this Agreement, it is a requirement of Dutch law that it is a PMP andthat each Dutch Borrower must verify its PMP status in accordance with thePolicy Guidelines, on such date each Dutch Borrower has verified that such NewLender qualifies as a PMP in accordance with the Policy Guidelines.

###  

Each Lender represents and warrants to eachObligor on the date of this Agreement that it is a PMP and each New Lender towhom 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 arequirement under Dutch law that such New Lender is a PMP) will be deemed tohave represented and warranted to each Obligor that on such date it is a PMP.

 

19.15              **Repetition**

 

The representations and warranties in Clause19.1 (*Status*) to Clause 19.4 (*Power and Authority*), paragraphs (c) and(d) of Clause 19.9 (*Financial Statements*)and Clause 19.10 (*No Material Adverse Effect*)are deemed to be made by each Obligor by reference to the facts andcircumstances then existing on the date of each Utilisation Request and thefirst day of each Interest Period **providedthat**, after the Trigger Date has occurred, the representation andwarranty in Clause 19.10 (*No MaterialAdverse Effect*) shall not be repeated.

 

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20.                          **INFORMATIONUNDERTAKINGS**

 

The undertakings in this Clause 20 remain inforce from the date of this Agreement for so long as any amount is outstandingunder the Finance Documents or any Commitment is in force.

 

20.1                    **Financialstatements**

 

### (a)                                      ABB and each other Obligor shall supply to theFacility Agent in sufficient copies for all the Lenders, as soon as the samebecome available, but in any event within 120 days after the end of each of itsfinancial years (in the case of ABB) and within 150 days (in the case of eachother Obligor), its statutory audited unconsolidated annual financialstatements for that financial year.

###  

### (b)                                     ABB shall supply to the Facility Agent insufficient 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 ofits financial years, its audited consolidated annual financial statements.

###  

### (c)                                      ABB shall supply to the Facility Agent in sufficientcopies for all the Lenders, as soon as the same become available, but in anyevent within 45 days after the end of each quarter of each of its financialyears (except the fourth quarter) its consolidated financial statements forthat quarter.

###  

20.2                    **Requirementsas to financial statements**

 

Each Borrower shall procure that each set offinancial statements delivered by it pursuant to Clause 20.1 (*Financial statements*) is prepared usingGAAP.

 

20.3                    **CovenantCompliance Certificate**

 

### (a)                                      ABB shall supply to the Facility Agent,semi-annually with each set of audited consolidated financial statements andthe relevant set of unaudited consolidated financial statements deliveredpursuant to Clause 20.1 (*FinancialStatements*), a Covenant Compliance Certificate setting out (inreasonable detail) computations as to compliance with Clause 21.2 (*Financial Condition*) as at the date as atwhich those financial statements were drawn up **provided that**, at any time on and following the occurrence ofthe Trigger Date, a Covenant Compliance Certificate will not be required to bedelivered in respect of the Financial Covenant set out in paragraph (a) ofClause 21.2 (*Financial Condition*).

###  

### (b)                                     Each Covenant Compliance Certificate shall besigned by two officers of ABB without personal liability.

###  

### (c)                                      Each Covenant Compliance Certificate shall beprepared to exclude the effect of changes in US GAAP or the application thereofeffective after 30 June 2005.

###  

20.4                    **Information:miscellaneous**

 

ABB shall supply to the Facility Agent (insufficient copies for all the Lenders, if the Facility Agent so requests):

 

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### (a)                                      all documents dispatched by it to itsshareholders (or any class of them) or its creditors generally at the same timeas they are dispatched;

###  

### (b)                                     promptly upon becoming aware of them, thedetails of any litigation, arbitration or administrative proceedings which arecommenced against one or more Group Companies and which could reasonably beexpected to have a Material Adverse Effect; and

###  

### (c)                                      promptly, such further information regarding thefinancial condition, business and operations of any Material Subsidiary as anyFinance Party (acting through the Facility Agent) may reasonably request.

###  

20.5                    **Notificationof default**

 

ABB and each Obligor shall notify the FacilityAgent of any Default (and the steps, if any, being taken to remedy it) promptlyupon becoming aware of its occurrence.

 

20.6                    **MaterialSubsidiaries**

 

ABB shall supply to the Facility Agent, witheach set of financial statements delivered by it pursuant to paragraph (b) ofClause 20.1 (*Financial statements*),either:

 

(a)                                      a completeand up to date list of Material Subsidiaries at that time; or

 

(b)                                     writtenconfirmation that the list of Material Subsidiaries contained in Schedule 10 (*Material Subsidiaries*) is complete and upto date at that time.

 

20.7                    **Use ofWebsites**

 

### (a)                                      Any Obligor may satisfy its obligation underthis Agreement to deliver any information in relation to those Lenders (the “**Website Lenders**”) who accept this method ofcommunication by posting this information onto an electronic website designatedby the Borrower and the Facility Agent (the “**DesignatedWebsite**”) if:

###  

#### (i)                        the Facility Agent expressly agrees (afterconsultation with each of the Lenders) that it will accept communication of theinformation by this method;

####  

#### (ii)                     both ABB and the Facility Agent are aware of the address ofand any relevant password specifications for the Designated Website; and

####  

#### (iii)                  the information is in a format previously agreed between ABBand the Facility Agent.

####  

If any Lender (a “**Paper Form Lender**”) does not agree to the delivery ofinformation electronically then the Facility Agent shall notify ABB accordinglyand ABB shall supply the information to the Facility Agent (in sufficientcopies for each Paper Form Lender) in paper form. In any event ABB shall supplythe Facility Agent with at least one copy in paper form of any informationrequired to be provided by it.

 

### (b)                                     The Facility Agent shall supply each WebsiteLender with the address of and any relevant password specifications for theDesignated Website following

 

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### designation of thatwebsite by ABB and the Facility Agent. The Facility Agent shall notify eachWebsite Lender when any document is posted to the Designated Website.

###  

### (c)                                      ABB shall promptly upon becoming aware of itsoccurrence notify the Facility Agent if:

###  

#### (i)                        the Designated Website cannot be accessed due totechnical failure;

####  

#### (ii)                     the password specifications for the Designated Websitechange;

####  

#### (iii)                  any new information which is required to be provided underthis Agreement is posted onto the Designated Website;

####  

#### (iv)                 any existing information which has been provided under thisAgreement and posted onto the Designated Website is amended; or

####  

#### (v)                    ABB becomes aware that the Designated Website or anyinformation posted onto the Designated Website is or has been infected by anyelectronic virus or similar software.

####  

If the Borrower notifies the Facility Agentunder paragraph (c)(i) or paragraph (c)(v) above, all information to beprovided by ABB under this Agreement after the date of that notice shall besupplied in paper form unless and until the Facility Agent and each WebsiteLender is satisfied that the circumstances giving rise to the notification areno longer continuing.

 

### (d)                                     Any Website Lender may request, through theFacility Agent, one paper copy of any information required to be provided underthis Agreement which is posted onto the Designated Website. ABB shall complywith any such request within ten Business Days.

###  

20.8                    **“Know yourcustomer” checks**

 

### (a)                                      If:

###  

#### (i)                        the introduction of or any change in (or in theinterpretation, administration or application of) any law or regulation madeafter the date of this Agreement;

####  

#### (ii)                     any change in the status of an Obligor or the composition ofthe shareholders of an Obligor after the date of this Agreement; or

####  

#### (iii)                  a proposed assignment or transfer by a Lender of any of itsrights and/or obligations under this Agreement to a party that is not a Lenderprior to such assignment or transfer,

####  

obliges any Agent or anyLender (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 necessaryinformation is not already available to it, each Obligor shall promptly uponthe request of

 

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that Agent or any Lendersupply, or procure the supply of (to the extent that the relevant informationis not already available to the applicable Agent or Lender), such documentationand other evidence as is reasonably requested by that Agent (for itself or onbehalf of any Lender) or any Lender (for itself or, in the case of the eventdescribed in paragraph (iii) above, on behalf of any prospective new Lender) inorder for the applicable Agent, such Lender or, in the case of the eventdescribed in paragraph (iii) above, any prospective new Lender to carry out andbe satisfied with the results of all necessary “**know your customer**” or other checks in relation to anyrelevant person pursuant to the transactions contemplated in the FinanceDocuments.

 

### (b)                                     Each Lender shall promptly upon the request ofany Agent supply, or procure the supply of, such documentation and otherevidence as is reasonably requested by that Agent (for itself) in order forthat Agent to carry out and be satisfied with the results of all necessary “**know your customer**” or other checks onLenders or prospective new Lenders pursuant to the transactions contemplated inthe Finance Documents.

###  

### (c)                                      ABB shall, by not less than 10 Business Days’prior written notice to the Facility Agent, notify the Facility Agent (whichshall promptly notify the Lenders) of its intention to request that one of itsSubsidiaries becomes an Additional Obligor pursuant to Clause 25 (*Changes to the Obligors*).

###  

### (d)                                     Following the giving of any notice pursuant toparagraph (c) above, if the accession of such Additional Obligor obliges anyAgent or any Lender to comply with “**know yourcustomer**” or similar identification procedures in circumstanceswhere the necessary information is not already available to it, ABB shallpromptly upon the request of that Agent or any Lender supply, or procure the supplyof, such documentation and other evidence as is reasonably requested by thatAgent (for itself or on behalf of any Lender) or any Lender (for itself or onbehalf of any prospective new Lender) in order for that Agent or such Lender orany prospective new Lender to carry out and be satisfied with the results ofall necessary “**know your customer**”or other checks in relation to any relevant person pursuant to the accession ofsuch Subsidiary to this Agreement as an Additional Obligor

###  

21.                          **FINANCIALCOVENANTS**

 

21.1                    **Financialdefinitions**

 

In this Clause:

 

“**AsbestosTrust**” means the trusts established or to be established for thebenefit of present and future claimants in the proceedings relating toCombustion Engineering Inc. and ABB Lummus Global Inc. under Chapter 11 of theUS Bankruptcy Code.

 

“**ConsolidatedProfits before Interest and Tax**” means, in respect of any RelevantPeriod, the earnings before interest and taxes, as reflected in the ABB’sconsolidated income statement.

 

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“**EBITDA**”means, for any Relevant Period, Consolidated Profits before Interest and Taxbefore any amount attributable to the impairment, write-off or amortisation ofany intangible assets and impairment, write-off or depreciation of tangibleassets adjusted to disregard any impact of gains or losses arising by reason ofdisposals (such as the sale of businesses, long term assets and equityinvestments and including the abandonment/liquidation of businesses) occurringafter 30 June 2005.

 

“**MarketableSecurities and Short-Term Investments**” means:

 

### (a)                                      securities issued or unconditionally guaranteedby the government of the United States, Canada, Switzerland, Japan or a memberof the European Union or by any agency of such a government having anequivalent credit rating;

###  

### (b)                                     commercial paper for which a recognised tradingmarket exists and having a rating of at least A-2 from Standard and Poor’s orat least P-2 from Moody’s or, if unrated, whose issuer has an equivalent ratingin respect of its long term debt obligations;

###  

### (c)                                      certificates of deposit or bankers’ acceptanceissued by, or term deposits made with, any bank or financial institutionmaturing within one year of being acquired or placed and having a short termunsecured debt rating of at least A-1 from Standard and Poor’s or at least P-1from Moody’s or (if such investments become accessible no later than threemonths after the date of acquisition or placement) of at least A-2 fromStandard and Poor’s or P-2 from Moody’s;

###  

### (d)                                     investments in money-market funds rated at leastA-2 from Standard and Poor’s or P-2 from Moody’s or equivalent fund rating;

###  

### (e)                                      corporate debt securities listed on a recognizedstock exchange and issued by entities rated at least A / A-2; and

###  

### (f)                                        any other debt security approved by the MajorityLenders,

###  

(in each case to the extent not reflected ascash and equivalents in ABB’s consolidated balance sheet).

 

“**Net Debt**”on a Relevant Date means Total Gross Debt minus Relevant Cash Equivalents.

 

“**RelevantCash Equivalents**” means, as of the last day of the Relevant Period,the aggregate of cash and equivalents (as reflected in ABB’s consolidatedbalance sheet) and Marketable Securities and Short-Term Investments minus theamount of any such items on such date that:

 

(a)                                      aredesignated for application in respect of the Group’s obligations in respect ofmanagement incentive, pension and similar arrangements;

 

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(b)                                     aredesignated for application in respect of the Group’s insurance or reinsurancearrangements; or

 

(c)                                      aresubject to a Security Interest in favour of non-Group members (other than aSecurity Interest arising pursuant to netting, set-off or consolidation orcombination of accounts arising pursuant to banking arrangements entered intoin the ordinary course of business).

 

“**RelevantDate**” means 30 June and 31 December in each financial year of ABB.

 

“**RelevantPeriod**” means each period of twelve months ending on a RelevantDate.

 

“**Total GrossDebt**” means the aggregate of short-term borrowings and currentmaturities on long-term borrowings and long-term borrowings in each case asreflected in ABB’s consolidated balance sheet as of the last day of theRelevant Period plus:

 

(a)                                      theobligation of members of the Group to make cash payments to the AsbestosTrusts; and

 

(b)                                     (withoutdouble-counting) the aggregate net proceeds of any Securitisation on the lastday of the Relevant Period.

 

“**Total GrossInterest**” means, in respect of any Relevant Period, the interest expensefor financial liabilities and costs of the Securitisations of the Group asreflected in ABB’s consolidated income statement (excluding items considered asother finance expense, such as, but not limited to, any fees, taxes orcommissions, foreign exchange gains or losses, gains or losses on marketablesecurities, gains or losses on derivatives and charges or credits in relationto management incentive plans).

 

21.2                    **FinancialCondition**

 

ABB shall ensure that:

 

### (a)                                      until the occurrence of the Trigger Date, theratio of EBITDA to Total Gross Interest for each Relevant Period ending on each30 June and 31 December in any financial year of ABB shall not be less than3.50:1; and

###  

### (b)                                     the ratio of Net Debt to EBITDA for eachRelevant Period ending on each 30 June and 31 December in any financial year ofABB shall not be more than 3.00:1.

###  

All calculations will exclude the impact ofchanges in US GAAP or the application thereof after 30 June 2005.

 

In relation to the ratio of Net Debt to EBITDAreferred to in paragraph (b), if any company or business is sold or acquired bythe Group during a Relevant Period, the EBITDA attributable to that company orbusiness shall be (if sold) deducted from EBITDA or (if acquired) added toEBITDA for the Relevant Period, in each case on a pro forma basis assuming therelevant acquisition or disposal to have been made at the start of suchRelevant Period, unless ABB (acting reasonably and in good faith)

 

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considers such addition or deduction to beimmaterial in the context of the relevant calculation.

 

22.                          **GENERALUNDERTAKINGS**

 

The undertakings in this Clause 22 remain inforce from the date of this Agreement for so long as any amount is outstandingunder the Finance Documents or any Commitment is in force.

 

22.1                    **Authorisations**

 

Each Obligor shall promptly:

 

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

###  

### (b)                                     supply certified copies to the Facility Agentof,

###  

any Authorisation (including, in the case ofany Dutch Obligor, any applicable works council advice) required under any lawor regulation of its jurisdiction of incorporation to enable it to perform itsobligations under the Finance Documents and to ensure the legality, validity andsubject to the Reservations enforceability or admissibility in evidence in itsjurisdiction of incorporation of any Finance Document.

 

22.2                    **Compliancewith laws**

 

Each Obligor shall comply in all respects withall laws (including, without limitation, Environmental Law and ERISA) to whichit may be subject, if failure so to comply would have a Material AdverseEffect.

 

22.3                    **Negativepledge**

 

### (a)                                      Neither ABB nor any Obligor shall (and ABB shallprocure that no other Group Company will) create or permit to subsist anySecurity over any of its assets.

###  

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

###  

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

####  

#### (ii)                     any Security arising by operation of law;

####  

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

####  

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

 

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

#####  

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

#####  

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

####  

##### (A)                the Security was not created in contemplation of theacquisition of that company; and

#####  

##### (B)                  the principal amount secured has not increased incontemplation 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 notat any time exceed USD 1,500,000,000 (or its equivalent in another currency orcurrencies);

####  

#### (viii)           any Security over the assets of a Project Company, anyshareholder loan made to a Project Company or the shares in a Project Companywhere such Security was created for the purpose of securing Indebtednessincurred to acquire and/or develop the assets of such Project Company and wheresuch Indebtedness constitutes Project Finance Indebtedness of such ProjectCompany;

####  

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

####  

#### (x)                      any Security not falling within any ofparagraphs (i) to (ix) above inclusive in respect of assets having an aggregatevalue 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 consolidatedfinancial statements).

####  

22.4                    **Disposals**

 

Any Group Company may enter into a Disposal **provided that**:

 

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### (a)                                      a Disposal of any asset, company or businessthat is a core asset or undertaking of the Group (each a “**Core Undertaking**”) or of any asset of aCore Undertaking shall be made on arm’s length terms; and

###  

### (b)                                     upon a Disposal of any asset, company orbusiness (Core Undertaking or otherwise) that generates aggregate net proceedsof more than $500,000,000, two authorised signatories of ABB shall provide acertificate to the Facility Agent confirming projected compliance with Clause21.2 (*Financial Condition*) to theend of the then-current Relevant Period (on a pro forma basis assuming therelevant Disposal to have been made at the start of such Relevant Period) **provided that** projections made for thepurposes of such certificate shall be based on assumptions which are, in thereasonable opinion of ABB, fair and reasonable as at the date they weresupplied.

###  

22.5                    **Claims PariPassu**

 

ABB shall ensure that at all times the claimsof the Finance Parties against each Obligor under the Finance Documents rank atleast *pari passu* with the claimsof all its other unsecured and unsubordinated creditors except for obligationsmandatorily preferred by law applying to companies generally.

 

22.6                    **Merger**

 

No Obligor shall enter into any amalgamation,demerger, merger or corporate reconstruction save where the Facility Agent issatisfied, acting reasonably, that the relevant Obligor’s obligations under theFinance Documents will continue to be the Obligor’s legal, valid, binding and(subject to the Reservations) enforceable obligations.

 

22.7                    **Acquisitions**

 

Subject to Clause 22.10 (*Change of business*), any Group Company mayacquire any company, business or undertaking or form or enter into any jointventure, partnership, consortium or other like arrangement (a “**Joint Venture**”) **provided that** where the aggregate consideration for theacquisition of an undertaking (or, in the case of a Joint Venture, investmentby Group Companies) exceeds $500,000,000, two authorised signatories of ABBshall provide a certificate to the Facility Agent confirming projectedcompliance with Clause 21.2 (*FinancialCondition*) to the end of the then-current Relevant Period (on a *pro forma*basis assuming the relevantacquisition or investment to have been made at the start of such RelevantPeriod) **provided further that**projections made for the purposes of such certificate shall be based onassumptions which are, in the reasonable opinion of ABB, fair and reasonable asat the date they were supplied.

 

22.8                    **Insurance**

 

Each Obligor shall (and ABB shall ensure thateach Group Company will) maintain insurances on and in relation to its businessand assets with reputable underwriters or insurance companies against thoserisks and to the extent as is usual for companies carrying on the same orsubstantially similar business in the relevant jurisdiction and taking intoaccount the availability of insurance generally.

 

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22.9                    **Restrictionon Subsidiary Indebtedness**

 

ABB shall ensure that the aggregate amount ofTotal Gross Debt (other than:

 

### (a)                                      Project Finance Indebtedness;

###  

### (b)                                     Indebtedness owed by one Group Company to anotherGroup Company;

###  

### (c)                                      amounts borrowed by a finance company which is aGroup Company and which are on-lent, and remain on-lent, to an Obligor;

###  

### (d)                                     amounts borrowed by a Group Company from a bankto which cash-collateral (in a substantially equivalent amount) has beengranted by a Group Company in respect of the relevant Group Company’sobligation to repay such amounts;

###  

### (e)                                      Indebtedness relating to ABB Credit OY Leases asat the date of this Agreement;

###  

### (f)                                        any amounts borrowed by a Group Company which constituteTotal Gross Debt to the extent such amounts are borrowed for the purposes ofrefinancing other borrowings constituting Total Gross Debt so long as amountsso borrowed are promptly applied in such manner;

###  

### (g)                                     Indebtedness in respect of bonds and commercialpaper issued by members of the Group that are capital markets issuers; and

###  

### (h)                                     amounts owed to Combustion Engineering Inc., ABBLummus Global Inc or any trust established in connection with their Chapter 11filings or any other Chapter 11 filing or proceedings relating thereto,

###  

of Group Companies which are not Obligors shallnot at any time after the date of this Agreement exceed $1,000,000,000.

 

22.10              **Change of business**

 

ABB shall procure that no change is made to thebusinesses 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 automationtechnology.

 

22.11              **Financial Guarantees**

 

ABB shall ensure that the maximum potentialpayments in respect of financial guarantees (as provided for or otherwise notedin the consolidated financial statements of ABB and which at 31 December 2004represented maximum potential payments of $253,000,000) shall not exceed$500,000,000 at any time.

 

23.                          **EVENTS OFDEFAULT**

 

Each of the events or circumstances set out inClauses 23.1 (*Non-payment*) to23.10 (*Cessation of Business*)inclusive is an Event of Default.

 

23.1                    **Non-payment**

 

Any sum due from an Obligor or the Obligorsunder this Agreement is not paid at the time, at the place at, and in thecurrency in which, it is expressed to be payable unless

 

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payment is made within 3 Business Days of itsdue date and the failure to pay is due solely to administrative error ortechnical delays in the transmission of funds.

 

23.2                    **FinancialCovenants**

 

Any requirement of Clause 21.2 (*Financial Condition*) is not satisfied.

 

23.3                    **Otherobligations**

 

An Obligor does not comply with any provisionof the Finance Documents (other than those referred to in Clause 23.1 (*Non-payment*) and Clause 21.2 (*Financial**Condition*))and, if the failure to comply is capable of remedy, it is not remedied within30 days of the Facility Agent giving notice to ABB of the failure to comply.

 

23.4                    **Misrepresentation**

 

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 havebeen incorrect or misleading in any respect when made or deemed to be made and,where the circumstances making such representation or statement incorrect ormisleading are capable of being altered so that such representation orstatement is correct, such circumstances are not so altered within 30 days ofthe Facility Agent giving notice to ABB of such representation or statementbeing incorrect **provided that** noEvent of Default shall occur under this Clause 23.4 by reason of therepresentation set out in paragraphs (a) or (b) of Clause 19.14 (*Dutch Obligor Regulatory Compliance*) beinguntrue (but without prejudice to the rights of the Finance Parties under thisAgreement other than under this Clause 23.4 or under applicable law and withoutprejudice to any other Event of Default which may occur by reason of anyrepresentation set out in paragraphs (a) or (b) of Clause 19.14 (*Dutch Obligor Regulatory Compliance*) beinguntrue in any material respect or otherwise by reason of a Lender not being aPMP).

 

23.5                    **Crossdefault**

 

### (a)                                      Any Indebtedness of all or any of the GroupCompanies is not paid when due nor within any originally applicable graceperiod.

###  

### (b)                                     Any Indebtedness of all or any of the GroupCompanies 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 specifiedmaturity as a result of a default or an event of default (however described).

###  

### (c)                                      Any commitment for any Indebtedness of all orany of the Group Companies is cancelled or suspended by a creditor of all orany 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 GroupCompanies becomes entitled to declare any Indebtedness of all or any of theGroup Companies due and payable prior to its specified maturity as a result ofa default or an event of default (however described).

 

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### (e)                                  No Event of Default will occur under thisClause 23.5 if (1) the Indebtedness falling within paragraphs (a) to (d) isProject Finance Indebtedness or intra-Group Indebtedness or (2) the aggregateamount 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 thisClause 23.5 where the applicable default or relevant circumstances described inparagraphs (a) to (d) above arise as a result of or in connection with anybankruptcy filing under Chapter 11 of the US Bankruptcy Code in respect of ABBLummus Inc. or Combustion Engineering Inc. or any other related bankruptcyfiling under Chapter 11 of the US Bankruptcy Code, or any proceedings relatingto any such filing.

 

## 23.6                           **Insolvency**

 

### (a)                                  Any Obligor or any Material Subsidiary isunable or admits in writing an inability to pay its debts as they fall due,suspends making payments on any of its debts or, by reason of actual oranticipated financial difficulties, commences negotiations with one or more ofits creditors with a view to rescheduling any of its indebtedness.

###  

### (b)                                 A moratorium is declared in respect ofany indebtedness of any Obligor or any Material Subsidiary.

###  

### (c)                                  This Clause 23.6 shall not apply toCombustion Engineering Inc. or ABB Lummus Global Inc.

 

## 23.7                           **Insolvency proceedings**

 

Anycorporate action, legal proceedings or other procedure or step is taken inrelation to:

 

### (a)                                  the suspension of payments, a moratoriumof any indebtedness, dissolution or reorganisation (by way of voluntaryarrangement, scheme of arrangement or otherwise) of any Obligor or any MaterialSubsidiary other than a solvent liquidation or reorganisation of any MaterialSubsidiary (other than a Borrower);

###  

### (b)                                 a composition, assignment or arrangementwith any creditor of any Obligor or any Material Subsidiary;

###  

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

 

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### (d)                                 enforcement of any Security over anyassets (having an aggregate value of at least $50,000,000) of any MaterialSubsidiary or Obligor by reason of a default or event of default (howsoeverdescribed) occurring under the relevant agreement relating to the Indebtednesssecured by such Security,

 

orany analogous procedure or step is taken in any jurisdiction **provided that** this Clause 23.7 shall notapply to Combustion Engineering Inc. or ABB Lummus Global Inc.

 

## 23.8                           **Repudiation**

 

ABBor an Obligor repudiates a Finance Document or evidences in writing anintention to repudiate a Finance Document.

 

## 23.9                           **Unlawfulness**

 

Subjectto Clause 8.2 (*Borrower Illegality*),it is or becomes unlawful for an Obligor to perform any of its materialobligations under the Finance Documents.

 

## 23.10                     **Cessation of business**

 

TheGroup, taken as a whole, ceases or threatens to cease to do business.

 

## 23.11                     **Acceleration**

 

Onand at any time after the occurrence of an Event of Default which is continuingthe Facility Agent may, and shall if so directed by the Majority Lenders, bynotice to ABB:

 

### (a)                                  cancel the Total Commitments whereuponthey shall immediately be cancelled;

###  

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

###  

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

 

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**SECTION 8**

**CHANGES TO PARTIES**

 

# 24.                           **CHANGES TO THE LENDERS**

 

## 24.1                     **Assignments andtransfers by the Lenders**

 

Subjectto this Clause 24, a Lender (the “**ExistingLender**”) may:

 

(a)           assign any of its rights; or

 

(b)           transfer by novation any of itsrights and obligations,

 

toanother bank (the “**New Lender**”).

 

## 24.2                     **Conditions of assignmentor transfer**

 

### (a)                                  The consent of ABB is required for anassignment or transfer by a Lender, unless the assignment or transfer is toanother Lender or an Affiliate of a Lender that is a bank or unless an Event ofDefault has occurred and is continuing.

###  

### (b)                                 The consent of ABB to an assignment ortransfer must not be unreasonably withheld or delayed. ABB will be deemed tohave given its consent 10 Business Days after the Lender has requested itunless consent is expressly refused by ABB within that time.

###  

### (c)                                  The consent of ABB to an assignment ortransfer must not be withheld solely because the assignment or transfer mayresult in an increase to the Mandatory Cost.

###  

### (d)                                 An assignment or transfer shall be inrespect of a Commitment of at least $10,000,000 or, if less, the whole of theCommitment of the relevant assignor or transferor.

###  

### (e)                                  An assignment or transfer by a Lenderwhich is also a Swingline Lender of:

 

#### (i)             its Dollar Swingline Commitment, its Euro SwinglineCommitment or its SEK Swingline Commitment shall only be made if there is asimultaneous 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 DollarSwingline Commitment, Euro Swingline Commitment and SEK Swingline Commitmentdoes not exceed its Commitment or (ii) it simultaneously assigns or transfersan aggregate amount of its Dollar Swingline Commitment, Euro SwinglineCommitment and SEK Swingline Commitment equal to the amount of its Commitmentto be assigned or transferred.

 

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### (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 Lenderwill assume the same obligations to the other Finance Parties and the Obligorsas it would have been under if it was an Original Lender; and (ii) performanceby the Facility Agent of all “**know your customer**”or other checks relating to any person that it is required to carry out inrelation to such assignment to a New Lender, the completion of which theFacility Agent shall promptly notify to the Existing Lender and the New Lender.

###  

### (g)                                 A transfer will only be effective if theprocedure set out in Clause 24.5 (*Procedure for transfer*)is complied with.

###  

### (h)                                 If:

 

#### (i)             a Lender assigns or transfers any of its rights orobligations under the Finance Documents or changes its Facility Office; and

####  

#### (ii)          as a result of circumstances existing at the date theassignment, transfer or change occurs, an Obligor would be obliged, or at suchdate it is reasonably foreseeable that an Obligor would be obliged, to make apayment to the New Lender or Lender acting through its new Facility Officeunder 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 isonly entitled to receive payment under those Clauses to the same extent as theExisting Lender or Lender acting through its previous Facility Office wouldhave been if the assignment, transfer or change had not occurred.

 

### (i)                                         For so long as it is a requirement underDutch law at the time of an assignment or transfer by way of novation that theNew Lender qualifies as a PMP, a Lender may only assign or transfer by way ofnovation all or any of its rights, benefits and obligations hereunder to a NewLender if and to the extent that such new Lender qualifies as a PMP.

 

### (j)                                         For so long as it is a requirement ofDutch law that each Lender is a PMP and that the Dutch Borrower must verify thePMP status of a New Lender, a proposed New Lender which is not a Verifiable PMPshall provide the Dutch Borrower, through the Facility Agent, with informationin respect of itself reasonably requested by the Dutch Borrower with a view toenabling the Dutch Borrower to verify its PMP status at least ten Business Daysprior to the proposed Transfer Date or the proposed date of assignment inrelation to any assignment or transfer pursuant to which it would become a NewLender hereunder.

 

65

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## 24.3                           **Assignment or transferfee**

 

TheNew Lender shall, on the date upon which an assignment or transfer takeseffect, pay to the Facility Agent (for its own account) a fee of $1,500.

 

## 24.4                           **Limitation ofresponsibility of Existing Lenders**

 

### (a)                                Unless expressly agreed to the contrary,an Existing Lender makes no representation or warranty and assumes noresponsibility 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 anyObligor;

####  

#### (iii)       theperformance and observance by ABB or any Obligor of its obligations under theFinance Documents or any other documents; or

####  

#### (iv)      the accuracy of any statements (whetherwritten or oral) made in or in connection with any Finance Document or anyother document,

 

andany representations or warranties implied by law are excluded.

 

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

 

#### (i)             has made (and shall continue to make) itsown independent investigation and assessment of the financial condition andaffairs of ABB and each Obligor and its related entities in connection with itsparticipation in this Agreement and has not relied exclusively on any informationprovided to it by the Existing Lender in connection with any Finance Document;and

####  

#### (ii)          will continue to make its own independentappraisal of the creditworthiness of ABB and each Obligor and its relatedentities whilst any amount is or may be outstanding under the Finance Documentsor any Commitment is in force.

 

### (c)                                Nothing in any Finance Document obligesan Existing Lender to:

####  

#### (i)             accept a re-transfer from a New Lender ofany of the rights and obligations assigned or transferred under this Clause 24;or

####  

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

 

24.5**         Procedure for transfer**

###  

### (a)                                  Subject to the conditions set out inClause 24.2 (*Conditions of assignment ortransfer*) a transfer is effected in accordance with paragraph (b)below when the Facility Agent executes an otherwise duly completed TransferCertificate

 

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### delivered to it by theExisting Lender and the New Lender.  TheFacility Agent shall, as soon as reasonably practicable after receipt by it ofa duly completed Transfer Certificate appearing on its face to comply with theterms of this Agreement and delivered in accordance with the terms of thisAgreement, execute that Transfer Certificate.

 

### (b)                                 The Facility Agent shall only be obligedto execute a Transfer Certificate delivered to it by the Existing Lender andthe New Lender upon its completion of all “**know your customer**”or other checks relating to any person that it is required to carry out inrelation to the transfer to such New Lender.

###  

### (c)                                  On the Transfer Date:

 

#### (i)             to the extent that in the TransferCertificate the Existing Lender seeks to transfer by novation its rights andobligations under the Finance Documents each of ABB, the Obligors and theExisting Lender shall be released from further obligations towards one anotherunder the Finance Documents and their respective rights against one anothershall be cancelled (being the “**DischargedRights and Obligations**”);

####  

#### (ii)          each of ABB, the Obligors and the NewLender shall assume obligations towards one another and/or acquire rightsagainst one another which differ from the Discharged Rights and Obligationsonly insofar as ABB, that Obligor and the New Lender have assumed and/oracquired the same in place of ABB, that Obligor and the Existing Lender;

####  

#### (iii)       theAgents, the Mandated Lead Arrangers, the New Lender and other Lenders shallacquire the same rights and assume the same obligations between themselves asthey would have acquired and assumed had the New Lender been an Original Lenderwith the rights and/or obligations acquired or assumed by it as a result of thetransfer and to that extent the Agents, the Mandated Lead Arrangers and theExisting Lender shall each be released from further obligations to each otherunder this Agreement; and

####  

#### (iv)      the New Lender shall become a Party as a“**Lender**”.

 

24.6         **Disclosure of information**

 

AnyLender may disclose to any of its Affiliates and any other person:

 

### (a)                                to (or through) whom that Lender assignsor transfers (or may potentially assign or transfer) all or any of its rightsand obligations under this Agreement;

 

### (b)                               with (or through) whom that Lender entersinto (or may potentially enter into) any sub-participation in relation to, orany other transaction under which payments are to be made by reference to, thisAgreement or any Obligor; or

 

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### (c)                                to whom, and to the extent that,information is required to be disclosed by any applicable law or regulation,

 

anyinformation about ABB, any Obligor, the Group and the Finance Documents as thatLender 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 aconfidentiality undertaking unless such person is any central bank orsupranational bank in which case no confidentiality undertaking will berequired.

 

Notwithstandingany of the provisions of the Finance Documents, the Obligors and the FinanceParties hereby agree that each Party and each employee, representative or otheragent of each Party may disclose to any and all persons, without limitation ofany kind, the “**tax structure**” and“**tax treatment**” (in each casewithin the meaning of the U.S. Treasury Regulation Section 1.6011-4) of theFacility and any materials of any kind (including opinions or other taxanalyses) that are provided to any of the foregoing relating to such taxstructure and tax treatment.

 

# 25.                                 **CHANGES TO THE OBLIGORS**

 

# 25.1                           **Assignments and transferby Obligors**

 

NeitherABB nor any Obligor may assign any of its rights or transfer any of its rightsor obligations under the Finance Documents.

 

## 25.2                           **Additional Borrowers**

 

### (a)                                  Subject to compliance with paragraphs (c)and (d) of Clause 20.8 (*“Know your Customer”checks*), ABB may request by written notice that any of its whollyowned Subsidiaries becomes an Additional Borrower.  That Subsidiary shall become an AdditionalBorrower if:

 

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

####  

#### (ii)          ABB delivers to the Facility Agent a dulycompleted and executed Borrower Accession Letter;

####  

#### (iii)       ABBconfirms that no Default is continuing or would occur as a result of thatSubsidiary becoming an Additional Borrower; and

####  

#### (iv)      the Facility Agent has received all ofthe documents and other evidence listed in Part II of Schedule 2 (*Conditions Precedent*) in relation to that AdditionalBorrower, each in form and substance reasonably satisfactory to the FacilityAgent.

 

### (b)                                 The Facility Agent shall notify ABB andthe Lenders promptly upon receiving (in form and substance reasonablysatisfactory to it) all the documents and other evidence listed in Part II ofSchedule 2 (*Conditions precedent*).

###  

### (c)                                  Delivery of a Borrower Accession Letterconstitutes confirmation by the relevant Subsidiary that the representationsand warranties in Clause 19.5

 

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### (*Validity andadmissibility in evidence*) and the representations and warrantiesdeemed 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 byreference to the facts and circumstances then existing.

 

## 25.3                     **Resignation of aBorrower**

 

### (a)                                  ABB may request that a Borrower ceases tobe a Borrower by delivering to the Facility Agent a Resignation Letter.

 

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

 

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

####  

#### (ii)          the relevant Borrower is under no actualor contingent obligations under any Finance Documents,

 

whereuponthat company shall cease to be a Borrower and shall have no further rights orobligations under the Finance Documents.

 

## 25.4                           **Additional Guarantors**

 

### (a)                                  Subject to compliance with the provisionsof paragraphs (c) and (d) of Clause 20.8 (*“KnowYour Customer” Checks*), ABB may request that any of its wholly ownedSubsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:

 

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

####  

#### (ii)          ABB delivers to the Facility Agent a dulycompleted and executed Accession Letter;

####  

#### (iii)       ABBconfirms that no Default is continuing or would occur as a result of thatSubsidiary becoming an Additional Guarantor; and

####  

#### (iv)      the Facility Agent has received all ofthe documents and other evidence listed in Part II of Schedule 2 (*Conditions Precedent*) in relation to that AdditionalGuarantor, each in form and substance reasonably satisfactory to the FacilityAgent.

 

### (b)                                 If legal counsel in the jurisdiction ofincorporation of the relevant Subsidiary so advise, ABB and the Lenders shallenter into negotiations with a view to agreeing such amendments to Clause 18 (*Guarantee and Indemnity*) as may be necessary to enable theSubsidiary to become an Additional Guarantor without contravening anyapplicable laws.

###  

### (c)                                  The Facility Agent shall notify ABB andthe Lenders promptly upon receiving (in form and substance reasonablysatisfactory to it) all the documents and other evidence listed in Part II ofSchedule 2 (*Conditions Precedent*).

 

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## 25.5                           **Repetition ofRepresentation**

 

Deliveryof an Accession Letter constitutes confirmation by the relevant Subsidiary thatthe representations and warranties in Clause 19.5 (*Validity and Admissibility in Evidence*) and therepresentations and warranties deemed to be repeated pursuant to Clause 19.15 (*Repetition*) are true and correct inrelation to it as at the date of delivery as if made by reference to the factsand circumstances then existing.

 

## 25.6                           **Resignation of aGuarantor**

 

### (a)                                ABB may request that a Guarantor ceasesto be a Guarantor by delivering to the Facility Agent a Resignation Letter.

###  

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

 

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

 

#### (ii)          in the case of an Original Guarantor, allthe Lenders have consented to ABB’s request.

 

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**SECTION 9**

**THE FINANCE PARTIES**

 

# 26.                                 **ROLE OF THE AGENTS ANDTHE MANDATED LEAD ARRANGERS**

 

# 26.1                           **Appointment of theAgents**

 

### (a)                                Each of the Mandated Lead Arrangers andthe Lenders appoints each Agent to act as its agent under and in connectionwith the Finance Documents.

###  

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

###  

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

###  

### (d)                               The Dollar Swingline Agent shall, unlessABB agrees otherwise, act out of an office in New York.

###  

### (e)                                The SEK Swingline Agent shall, unless ABBagrees otherwise, act out of an office in Stockholm.

 

# 26.2                           **Duties of the Agents**

 

### (a)                                Each Agent shall promptly forward to aParty the original or a copy of any document which is delivered to that Agentfor that Party by any other Party.

###  

### (b)                               If the Facility Agent receives noticefrom a Party referring to this Agreement, describing a Default and stating thatthe 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 underClause 23.1 (*Non-payment*); and

####  

#### (ii)          each Swingline Agent of:

 

##### (A)      any assignments or transfers by a Lender pursuant toClause 24 (*Changes to the Lenders*);and

#####  

##### (B)        any changes to the Obligors pursuant to Clause 25 (*Changes to Obligors*).

 

### (d)                               Each Agent’s duties under the FinanceDocuments are solely mechanical and administrative in nature.

 

## 26.3                           **Role of the MandatedLead Arrangers**

 

Exceptas specifically provided in the Finance Documents, the Mandated Lead Arrangershave no obligations of any kind to any other Party under or in connection withany Finance Document.

 

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## 26.4                           **No fiduciary duties**

 

### (a)                                Nothing in this Agreement constitutes anAgent or a Mandated Lead Arranger as a trustee or fiduciary of any otherperson.

###  

### (b)                               No Agent nor either Mandated LeadArranger shall be bound to account to any Lender for any sum or the profitelement of any sum received by it for its own account.

 

## 26.5                           **Business with the Group**

 

EachAgent and each Mandated Lead Arranger may accept deposits from, lend money toand generally engage in any kind of banking or other business with any of theGroup Companies.

 

## 26.6                           **Rights and discretionsof the Agents**

 

### (a)                                  Each Agent may rely on:

 

#### (i)                        any representation, notice or documentbelieved 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 mayreasonably be assumed to be within his knowledge or within his power to verify.

 

### (b)                                 Each Agent may assume (unless it hasreceived notice to the contrary in its capacity as agent for the Lenders) that:

 

#### (i)                        no Default has occurred (unless it hasactual knowledge of a Default arising under Clause 23.1 (*Non-payment*)); and

####  

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

 

### (c)                                  Each Agent may engage, pay for and relyon the advice or services of any lawyers, accountants, surveyors or otherexperts.

 

### (d)                                 Each Agent may act in relation to theFinance Documents through its personnel and agents.

 

## 26.7                     **Majority Lenders’instructions**

###  

### (a)                                  Unless a contrary indication appears in aFinance Document, each Agent shall (a) act in accordance with any instructionsgiven to it by the Majority Lenders (or, if so instructed by the Majority Lenders,refrain from acting or exercising any right, power, authority or discretionvested in it as Agent) and (b) not be liable for any act (or omission) if itacts (or refrains from taking any action) in accordance with such aninstruction of the Majority Lenders.

###  

### (b)                                 Unless a contrary indication appears in aFinance Document, any instructions given by the Majority Lenders will bebinding on all the Finance Parties.

 

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### (c)                                  Each Agent may refrain from acting inaccordance with the instructions of the Majority Lenders (or, if appropriate,the Lenders) until it has received such security as it may require for anycost, loss or liability (together with any associated VAT) which it may incurin complying with the instructions.

###  

### (d)                                 In the absence of instructions from theMajority Lenders, (or, if appropriate, the Lenders) each Agent may act (orrefrain from taking action) as it considers to be in the best interest of theLenders.

###  

### (e)                                  No Agent is authorised to act on behalfof a Lender (without first obtaining that Lender’s consent) in any legal orarbitration proceedings relating to any Finance Document.

 

26.8         **Responsibility fordocumentation**

 

NoAgent nor either Mandated Lead Arranger:

 

### (a)                                  is responsible for the adequacy, accuracyand/or completeness of any information (whether oral or written) supplied by anAgent, a Mandated Lead Arranger, ABB, any Obligor or any other person given inor 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 orany other agreement, arrangement or document entered into, made or executed inanticipation of or in connection with any Finance Document.

 

## 26.9                           **Exclusion of liability**

 

### (a)                                  Without limiting paragraph (b) below, noAgent will be liable for any action taken by it under or in connection with anyFinance Document, unless directly caused by its negligence, wilful default orwilful misconduct.

###  

### (b)                                 No Party may take any proceedings againstany officer, employee or agent of an Agent in respect of any claim it mighthave against such Agent or in respect of any act or omission of any kind bythat officer, employee or agent in relation to any Finance Document and anyofficer, employee or agent of such Agent may rely on this Clause.

###  

### (c)                                  No Agent will (absent negligence, wilfuldefault or wilful misconduct directly giving rise to such liability) be liablefor any delay (or any related consequences) in crediting an account with anamount required under the Finance Documents to be paid by such Agent if thatAgent has taken all necessary steps as soon as reasonably practicable to complywith the regulations or operating procedures of any recognised clearing or settlementsystem used by such Agent for that purpose.

###  

### (d)                                 Nothing in this Agreement shall obligethe Facility Agent or any Mandated Lead Arranger to carry out any “**know your customer**” or other checks in relation to anyperson on behalf of any Lender and each Lender confirms to the Facility Agentand the Mandated Lead Arrangers that it is solely 

 

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responsible for any suchchecks it is required to carry out and that it may not rely on any statement inrelation to such checks made by the Facility Agent or the Mandated LeadArrangers.

 

## 26.10                     **Lenders’ indemnity tothe Agents**

 

TheLenders shall (in proportion to their Commitments or, if the Total Commitmentsare then zero, to their Commitments immediately prior to their reduction tozero) severally indemnify each Agent, within three Business Days of demand,against any cost, loss or liability incurred by such Agent (otherwise than byreason of such Agent’s negligence or wilful misconduct) in acting as Agent underthe Finance Documents (unless such Agent has been reimbursed by ABB or theObligors pursuant to a Finance Document).

 

## 26.11                     **Resignation of an Agent**

 

### (a)                                An Agent may resign and appoint one ofits Affiliates as successor by giving notice to the Lenders and ABB **provided that** such successor shall act outof an office in (the “**Required Location**”):

####  

#### (i)             in the case of the Facility Agent,London;

 

#### (ii)          in the case of the Dollar SwinglineAgent, New York;

 

#### (iii)       inthe case of the Euro Swingline Agent, London; and

####  

#### (iv)      in the case of the SEK Swingline Agent,Stockholm.

 

### (b)                               Alternatively an Agent may resign bygiving notice to the Lenders and ABB, in which case the Majority Lenders mayappoint a successor Agent which will act out of an office in the Required Location.

###  

### (c)                                If the Majority Lenders have notappointed a successor Agent in accordance with paragraph (b) above within 30days after notice of resignation was given, the resigning Agent may appoint asuccessor Agent which will act out of an office in the Required Location.

###  

### (d)                               A successor Agent may only be appointedwith the prior consent of ABB (such consent not to be unreasonably withheld ordelayed).

###  

### (e)                                The retiring Agent shall, at its owncost, make available to the successor Agent such documents and records andprovide such assistance as the successor Agent may reasonably request for thepurposes of performing its functions as Agent under the Finance Documents.

###  

### (f)                                  Such Agent’s resignation notice shallonly take effect upon the appointment of a successor as contemplated inparagraphs (b) and (c) above.

###  

### (g)                               Upon the appointment of a successor, theretiring Agent shall be discharged from any further obligation in respect ofthe Finance Documents but shall remain entitled to the benefit of this Clause 26.  Its successor and each of the

 

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### other Partiesshall have the same rights and obligations amongst themselves as they wouldhave had if such successor had been an original Party.

###  

### (h)                               After consultation with ABB, the MajorityLenders may, by notice to an Agent, require it to resign in accordance withparagraph (b) above.  In this event, suchAgent shall resign in accordance with paragraph (b) above.

 

## 26.12                     **Confidentiality**

###  

### (a)                                In acting as agent for the FinanceParties, each Agent shall be regarded as acting through its agency divisionwhich shall be treated as a separate entity from any other of its divisions ordepartments.

###  

### (b)                               If information is received by anotherdivision or department of an Agent, it may be treated as confidential to thatdivision or department and such Agent shall not be deemed to have notice of it.

###  

### (c)                                Notwithstanding any other provision ofany Finance Document to the contrary, neither Agent nor either Mandated LeadArranger is obliged to disclose to any other person (i) any confidentialinformation or (ii) any other information if the disclosure would or might inits reasonable opinion constitute a breach of any law or a breach of afiduciary duty.

 

## 26.13                     **Relationship with theLenders**

###  

### (a)                                Each Agent may treat each Lender as aLender, entitled to payments under this Agreement and acting through itsFacility Office unless it has received not less than 5 Business Days’ priornotice from that Lender to the contrary in accordance with the terms of thisAgreement.

###  

### (b)                               Each Lender shall supply each Agent withany information required by such Agent in order to calculate the MandatoryCost.

 

## 26.14                     **Credit appraisal by theLenders**

 

Withoutaffecting the responsibility of each Obligor for information supplied by it oron its behalf in connection with any Finance Document, each Lender confirms toeach Agent and each Mandated Lead Arranger that it has been, and will continueto be, solely responsible for making its own independent appraisal and investigationof all risks arising under or in connection with any Finance Document includingbut not limited to:

###  

### (a)                                the financial condition, status andnature 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 thenature and extent of that recourse, against any Party or any of its respectiveassets under or in connection with any Finance Document, the transactionscontemplated by the Finance 

 

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### Documents or anyother agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document; and

###  

### (d)                               the adequacy, accuracy and/orcompleteness of the Information Memorandum and any other information providedby an Agent, any other Party or by any other person under or in connection withany Finance Document, a Mandated Lead Arranger the transactions contemplated bythe Finance Documents or any other agreement, arrangement or document enteredinto, made or executed in anticipation of, under or in connection with anyFinance Document.

 

## 26.15                     **Reference Banks**

 

If a ReferenceBank (or, if a Reference Bank is not a Lender, the Lender of which it is anAffiliate) ceases to be a Lender, the Facility Agent shall (in consultationwith ABB) appoint another Lender or an Affiliate of a Lender to replace thatReference Bank.

 

## 27.                                 **CONDUCT OF BUSINESS BYTHE FINANCE PARTIES**

 

No provision of thisAgreement will:

 

### (a)                                interfere with the right of any FinanceParty to arrange its affairs (tax or otherwise) in whatever manner it thinksfit;

 

### (b)                               oblige any Finance Party to investigateor claim any credit, relief, remission or repayment available to it or theextent, order and manner of any claim; or

 

### (c)                                oblige any Finance Party to disclose anyinformation relating to its affairs (tax or otherwise) or any computations inrespect of Tax.

 

## 28.                                 **SHARING AMONG THELENDERS**

 

## 28.1                           **Payments to Lenders**

 

Ifa Lender (a “**Recovering Lender**”)receives or recovers any amount from ABB or an Obligor other than in accordancewith Clause 29 (*Payment mechanics*)and applies that amount to a payment due under the Finance Documents then:

 

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

 

### (b)                               the Facility Agent shall determinewhether the receipt or recovery is in excess of the amount the RecoveringLender would have been paid had the receipt or recovery been received or madeby the Facility Agent and distributed in accordance with Clause 29 (*Payment mechanics*), without taking accountof any Tax which would be imposed on the Facility Agent in relation to thereceipt, recovery or distribution; and

###  

### (c)                                the Recovering Lender shall, within threeBusiness Days of demand by the Facility Agent, pay to the Facility Agent anamount (the “**Sharing Payment**”)equal to such receipt or recovery less any amount which the Facility Agent 

 

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### determines may beretained by the Recovering Lender as its share of any payment to be made, inaccordance with Clause 29.5 (*Partialpayments*).

 

## 28.2                           **Redistribution ofpayments**

 

TheFacility Agent shall treat the Sharing Payment as if it had been paid by ABB orthe relevant Obligor (as the case may be) and distribute it between the FinanceParties (other than the Recovering Lender) in accordance with Clause 29.5 (*Partial payments*).

 

## 28.3                           **Recovering Lender’srights**

 

### (a)                                On a distribution by the Facility Agentunder Clause 28.2 (*Redistribution ofpayments*), the Recovering Lender will be subrogated to the rights ofthe Finance Parties which have shared in the redistribution.

###  

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

 

## 28.4                           **Reversal ofredistribution**

 

Ifany part of the Sharing Payment received or recovered by a Recovering Lenderbecomes repayable and is repaid by that Recovering Lender, then:

 

### (a)                                each Lender which has received a share ofthe relevant Sharing Payment pursuant to Clause 28.2 (*Redistribution of payments*) shall, uponrequest of the Facility Agent, pay to the Facility Agent for the account ofthat Recovering Lender an amount equal to its share of the Sharing Payment(together with an amount as is necessary to reimburse that Recovering Lenderfor its proportion of any interest on the Sharing Payment which that RecoveringLender is required to pay); and

###  

### (b)                               that Recovering Lender’s rights ofsubrogation in respect of any reimbursement shall be cancelled and ABB or therelevant Obligor (as the case may be) will be liable to the reimbursing Lenderfor the amount so reimbursed.

 

## 28.5                           **Exceptions**

 

### (a)                                This Clause 28 shall not apply to theextent that the Recovering Lender would not, after making any payment pursuantto this Clause, have a valid and enforceable claim against ABB or the relevantObligor (as the case may be).

###  

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

 

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

####  

#### (ii)          the other Lender had an opportunity toparticipate in those legal or arbitration proceedings but did not do so as soonas reasonably

 

77

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#### practicable having received notice or did not takeseparate legal or arbitration proceedings.

 

78

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**SECTION 10**

**ADMINISTRATION**

 

29.           **PAYMENT MECHANICS**

 

29.1         **Payments to the Agents**

 

### (a)                                For the purpose of this Clause 29 areference to the “**Relevant Agent**”means:

####  

#### (i)             in relation to payments under the Dollar SwinglineFacility, the Dollar Swingline Agent;

 

#### (ii)          in relation to payments under the EuroSwingline Facility, the Euro Swingline Agent;

####  

#### (iii)       inrelation to payments under the SEK Swingline Facility, the SEK Swingline Agent;and

####  

#### (iv)      for all other payments, the FacilityAgent.

####  

### (b)                               On each date on which a Borrower or aLender is required to make a payment under a Finance Document, such Borroweror, as the case may be, such Lender shall make the same available to theRelevant Agent (unless a contrary indication appears in a Finance Document) forvalue on the due date at the time and in such funds specified by the RelevantAgent as being customary at the time for settlement of transactions in therelevant currency in the place of payment.

###  

### (c)                                Payment shall be made to such account inthe principal financial centre of the country of that currency (or, in relationto Euro, in a principal financial centre in a Participating Member State orLondon) with such bank as the Relevant Agent specifies.

 

## 29.2                           **Distributions by theFacility Agent**

 

Eachpayment received by an Agent under the Finance Documents for another Partyshall, subject to Clause 29.3 (*Distributionsto the Obligors*) and Clause 29.4 (*Clawback*)be made available by such Agent as soon as practicable after receipt to theParty entitled to receive payment in accordance with this Agreement (in thecase of a Lender, for the account of its Facility Office), to such account asthat 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 thatcurrency (or, in relation to Euro, in the principal financial centre of aParticipating Member State or London).

 

## 29.3                           **Distributions to theObligors**

 

AnAgent may (with the consent of ABB or the relevant Obligor (as the case may be)or in accordance with Clause 30 (*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 fromABB or that Obligor (as the case may be) under the Finance Documents or in ortowards purchase of any amount of any currency to be so applied.

 

79

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## 29.4                           **Clawback**

 

### (a)                                Where a sum is to be paid to an Agentunder the Finance Documents for another Party, such Agent is not obliged to paythat sum to that other Party (or to enter into or perform any related exchangecontract) until it has been able to establish to its absolute satisfaction thatit has actually received that sum (and such Agent shall make such due enquiryas a diligent agent would make in so establishing).

 

### (b)                               If an Agent pays an amount to anotherParty and it proves to be the case that such Agent had not actually receivedthat amount, then the Party to whom that amount (or the proceeds of any relatedexchange contract) was paid by such Agent shall on demand refund the same tosuch Agent together with interest on that amount from the date of payment tothe date of receipt by such Agent, calculated by such Agent to reflect its costof funds.

 

### (c)                                In the event that a Lender fails to makeits participation in an Advance available to the Relevant Agent (as defined inClause 29.1 (*Payments to the Agents*))in accordance with the terms of this Agreement, such Lender hereby indemnifiesthe Relevant Agent on demand against all costs, losses and expenses that theRelevant Agent may incur as a result of such failure (including, withoutlimitation, where the Relevant Agent, at its sole option, makes arrangements tomake available to the relevant Borrower an amount equal to said participation).

 

### (d)                               For the purposes of paragraph (c) of thisClause 29.4, if a Lender makes its participation available to the RelevantAgent after 3.00 p.m. (London time) on the due date, such participation shallbe deemed to have been made available on the Business Day immediatelysucceeding the said due date.

 

## 29.5                           **Partial payments**

###  

### (a)                                If an Agent receives a payment that isinsufficient to discharge all the amounts then due and payable by ABB or theObligors under the Finance Documents, such Agent shall apply that paymenttowards the obligations of the Obligors under the Finance Documents in thefollowing order:

 

#### (i)             **first**, in or towards payment pro rata of anyunpaid fees, costs and expenses of the Agents under the Finance Documents;

 

#### (ii)          **secondly**, in or towards payment pro rata of anyaccrued interest or commission due but unpaid under this Agreement;

 

#### (iii)       **thirdly**, in or towards payment pro rata of any principal due but unpaid underthis Agreement; and

 

#### (iv)      **fourthly**, in or towards payment pro rata of anyother sum due but unpaid under the Finance Documents.

###  

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

 

80

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

 

## 29.6                           **No set-off by Obligors**

 

Allpayments to be made by ABB or the Obligors under the Finance Documents shall becalculated and be made without (and free and clear of any deduction for)set-off or counterclaim.

 

## 29.7                           **Business Days**

 

### (a)                                Any payment which is due to be made on aday that is not a Business Day shall be made on the next Business Day in thesame calendar month (if there is one) or the preceding Business Day (if thereis not).

 

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

 

## 29.8                           **Currency of account**

###  

### (a)                                Subject to paragraphs (b) to (e) below,the Base Currency is the currency of account and payment for any sum due fromABB or the Obligors under any Finance Document.

###  

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

###  

### (c)                                Each payment of interest shall be made inthe currency in which the sum in respect of which the interest is payable wasdenominated 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 orTaxes are incurred.

###  

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

 

## 29.9                           **Change of currency**

 

### (a)                                Unless otherwise prohibited by law, ifmore than one currency or currency unit are at the same time recognised by thecentral bank of any country as the lawful currency of that country, then:

####  

#### (i)             any reference in the Finance Documentsto, and any obligations arising under the Finance Documents in, the currency ofthat country shall be translated into, or paid in, the currency or currencyunit of that country designated by the Facility Agent (after consultation withABB); and

####  

#### (ii)          any translation from one currency orcurrency unit to another shall be at the official rate of exchange recognisedby the central bank for the 

 

81

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#### conversion of thatcurrency or currency unit into the other, rounded up or down by the FacilityAgent (acting reasonably).

###  

### (b)                               If a change in any currency of a countryoccurs, this Agreement will, to the extent the Facility Agent (actingreasonably and after consultation with ABB) specifies to be necessary, beamended to comply with any generally accepted conventions and market practicein the Relevant Interbank Market and otherwise to reflect the change incurrency.

 

# 30.                                 **SET-OFF**

 

Withoutprejudice to the rights at law of each Finance Party, while an Event of Defaultis continuing, a Finance Party may set off any matured obligation due from ABBor the Obligors under the Finance Documents (to the extent beneficially ownedby that Finance Party) against any matured obligation owed by that FinanceParty to ABB or the Obligors, regardless of the place of payment, bookingbranch or currency of either obligation. If the obligations are in different currencies, the Finance Party mayconvert either obligation at a market rate of exchange in its usual course ofbusiness for the purpose of the set-off.

 

# 31.                                 **NOTICES**

 

# 31.1                           **Communications inwriting**

 

### (a)                                Any communication to be made under or inconnection with the Finance Documents shall be made in writing and, unlessotherwise 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 ofelectronic mail.

 

# 31.2                           **Addresses**

 

### (a)                                The address and fax number (and thedepartment or officer, if any, for whose attention the communication is to bemade) of each Party for any communication or document to be made or deliveredunder or in connection with the Finance Documents is:

 

#### (i)             in the case of the Original Obligors,that identified in Part V (*The OriginalObligors*) of Schedule 1, with a copy to ABB and ABB Capital B.V.,Zurich Branch;

####  

#### (ii)          in the case of ABB, that identified inPart V (*The Original Obligors*) of Schedule 1;

####  

#### (iii)       inthe case of an Additional Obligors, that identified in the Borrower AccessionLetter relating to that Additional Obligors, with a copy to ABB and ABB CapitalB.V., Zurich Branch;

####  

#### (iv)      in the case of ABB Capital B.V., ZurichBranch, that identified in paragraph (b) below;

 

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

####  

#### (vi)      in the case of an Agent, that identifiedin paragraph (b) below,

 

orany substitute address, fax number or department or officer as the Party maynotify to the Facility Agent (or the Facility Agent may notify to the otherParties, if a change is made by the Facility Agent) by not less than 5 BusinessDays’ 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 |
|        |        |                                       |  |  |

 

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|   | (iv)   | the SEK Swingline Agent                                         |
|--------|--------|-----------------------------------------------------------------|
|   |   |                                                            |
|   |   | Seb Merchant Banking, Skandinaviska Enskilda Banken,  Ab (Publ) |
|   |   |                                                            |
|   |   | Rissneleden                                                     |
|   |   | 110106  40                                                      |
|   |   | Stockholm                                                       |
|   |   | Sweden                                                          |
|   |   | Attn:  SEB 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 |

 

## 31.3                           **Delivery**

 

### (a)                                Any communication or document made ordelivered by one person to another under or in connection with the FinanceDocuments will only be effective:

 

#### (i)             if by way of fax, when received inlegible form; or

 

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

 

#### (iii)       ifby way of electronic mail, when received.

 

and,if a particular department or officer is specified as part of its addressdetails provided under Clause 31.2 (*Addresses*),if addressed to that department or officer, **providedthat** if receipt is on a day that is not a working day in the countryof receipt or is at a time outside normal business hours, such communicationshall be effective on the next succeeding working day.

###  

### (b)                               Any communication or document to be madeor delivered to an Agent will be effective only when actually received by suchAgent and then only if it is expressly marked for the attention of thedepartment or officer identified in Clause 31.2 (*Addresses*) (or any substitute department or officer as therelevant Agent shall specify for this purpose).

###  

### (c)                                All notices from or to an Obligor shallbe sent through the Facility Agent.

 

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## 31.4                           **Notification of addressand fax number**

 

Promptlyupon receipt of notification of an address, fax number or change of address orfax number pursuant to Clause 31.2 (*Addresses*)or changing its own address or fax number, the Facility Agent shall notify theother Parties.

 

## 31.5                           **English language**

###  

### (a)                                Any notice given under or in connectionwith any Finance Document must be in English.

###  

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

 

#### (i)             in English; or

 

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

 

## 32.                                 **CALCULATIONS ANDCERTIFICATES**

 

## 32.1                           **Accounts**

 

Inany litigation or arbitration proceedings arising out of or in connection witha Finance Document, the entries made in the accounts maintained by a FinanceParty are prima facie evidence of the matters to which they relate.

 

## 32.2                           **Certificates andDeterminations**

 

Exceptwhere otherwise indicated, any certification or determination by a Finance Partyof a rate or amount under any Finance Document is, in the absence of manifesterror, conclusive evidence of the matters to which it relates.

 

## 32.3                           **Day count convention**

 

Anyinterest, commission or fee accruing under a Finance Document will accrue from dayto day and is calculated on the basis of the actual number of days elapsed anda year of 360 days or, in any case where the practice in the Relevant InterbankMarket differs, in accordance with that market practice.

 

## 33.                                 **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 provisionsnor the legality, validity or enforceability of such provision under the law ofany other jurisdiction will in any way be affected or impaired.

 

## 34.                                 **REMEDIES AND WAIVERS**

 

Nofailure to exercise, nor any delay in exercising, on the part of any FinanceParty, any right or remedy under the Finance Documents shall operate as awaiver, nor shall any single or partial exercise of any right or remedy preventany further or other exercise or the exercise of any other right orremedy.  The rights and remedies

 

85

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providedin this Agreement are cumulative and not exclusive of any rights or remediesprovided by law.

 

## 35.                                 **AMENDMENTS AND WAIVERS**

 

## 35.1                           **Required consents**

 

### (a)                                Subject to Clause 35.2 (*Exceptions*) any term of the FinanceDocuments may be amended or waived only with the consent of the MajorityLenders and ABB and any such amendment or waiver will be binding on allParties.

###  

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

 

## 35.2                           **Exceptions**

###  

### (a)                                An amendment or waiver that has theeffect 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 ofany amount under the Finance Documents;

####  

#### (iii)       areduction 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 requiresthe consent of all the Lenders;

####  

#### (vi)      Clause 2.2 (*Lenders’rights and obligations*), Clause 4.2 (*Furtherconditions precedent*), Clause 24 (*Changes tothe Lenders*), Clause 25 (*Changes to the Obligors*),Clause 28 (*Sharing among the Lenders*) or thisClause 35; or

####  

#### (vii)   anychange to the Obligors other than in accordance with Clause 25 (*Changes to the Obligors*),

 

shallnot be made without the prior consent of all the Lenders.

 

### (b)                               An amendment or waiver which relates tothe rights or obligations of any Agent or either Mandated Lead Arranger may notbe effected without the consent of such Agent or such Mandated Lead Arranger.

 

## 36.                                 **COUNTERPARTS**

 

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

 

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**SECTION 11**

**GOVERNING LAW AND ENFORCEMENT**

 

## 37.                                 **GOVERNING LAW**

 

ThisAgreement is governed by English law.

 

## 38.                                 **ENFORCEMENT**

 

### (a)                                       The courts of England have exclusivejurisdiction to settle any dispute arising out of or in connection with thisAgreement (including a dispute regarding the existence, validity or terminationof this Agreement) (a “**Dispute**”).

###  

### (b)                                      The Parties agree that the courts ofEngland are the most appropriate  andconvenient courts to settle Disputes and accordingly no Party will argue to thecontrary.

###  

### (c)                                       This Clause 38 is for the benefit of theFinance Parties only.  As a result, noFinance Party shall be prevented from taking proceedings relating to a Dispute(“**Proceedings**”) in any other courts withjurisdiction.

###  

### (d)                                      If ABB Capital B.V. is represented by anattorney or attorneys in connection with the signing and/or execution and/ordelivery of this Agreement or any agreement or document referred to herein ormade pursuant hereto and the relevant power or powers of attorney is or areexpressed to be governed by the laws of a particular jurisdiction, it is herebyexpressly acknowledged and accepted by the other parties hereto that such laws shallgovern the existence and extent of such attorney’s or attorneys’ authority andthe effects of the exercise thereof.

###  

### (e)                                       ABB and each Obligor incorporated in ajurisdiction other than England and Wales agree that the documents which startany Proceedings in England and any other documents required to be served inrelation to those Proceedings may be served on ABB Limited, at Daresbury Park,Daresbury, Warrington WA4 4BT, Cheshire, United Kingdom or, if different, itsregistered office, with a copy to ABB. If the appointment of the person mentioned in this sub-clause (e) ceasesto be effective, ABB and each Obligor shall immediately appoint another personin England to accept service of process on its behalf in England.  If ABB or any Obligor fails to do so (andsuch failure continues for a period of not less than fourteen days), theFacility Agent shall be entitled to appoint such a person by notice to ABB orthe relevant Obligor (as the case may be). Nothing contained herein shall restrict the right to serve process inany other manner allowed by law.

 

**THIS AGREEMENT**has been entered into on the date stated at the beginning of thisAgreement.

 

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**SCHEDULE 1**

 

**Part IThe Original Lenders**

** **
| **Name**                                                            | ** ** | **Facility Office**                                           | ** ** | **Commitment ($)** | ** ** |
|---------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|--------------------|------------|
| Barclays  Bank PLC                                                  |       | 5 The North Colonnade Canary Wharf London E14 4BB             |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| BNP Paribas                                                         |       | 37 Place Du Marche Saint Honore 75 001 Paris                  |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Citibank,  N.A.                                                     |       | Citigroup Centre 25 Canada Square Canary Wharf London E14 5HQ |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Commerzbank  Aktiengesellschaft, Großkundencenter Region Mitte |       | Neue Mainzer Landstrasse 33-35 60311 Frankfurt am Main        |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Credit  Suisse                                                      |       | 1 Cabot Square Canary Wharf London E14 4QJ                    |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Deutsche  Bank Luxembourg S.A.                                      |       | 2, boulevard Konrad Adenauer L-1115 Luxembourg                |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Dresdner  Bank AG, Niederlassung Luxemburg                          |       | 26, rue du Marché-aux-Herbes L-2097 Luxembourg           |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| HSBC Bank  plc                                                      |       | 8 Canada Square Canary Wharf London E14 5HQ                   |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| HVB Banque  Luxembourg Société Anonyme                    |       | 4, rue Alphonse Weicker L-2721 Luxembourg-Kirchberg           |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Nordea Bank  AB (publ)                                              |       | International Loan Services, H 352 SE-105 71 Stockholm Sweden |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Skandinaviska  Enskilda Banken AB (publ)                            |       | Rissneleden 110 106 40 Stockholm Sweden                       |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |
| Svenska  Handelsbanken AB (publ)                                    |       | Blasieholmstorg 11 SE-10670 Stockholm Sweden                  |       | 120,000,000        |       |
|                                                                |       |                                                          |       |               |       |

 

88

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

 

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**Part IIThe Dollar Swingline Lenders**

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

 

90

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

 

91

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**Part IIIThe Euro Swingline Lenders**

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

 

92

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**Part IVThe SEK Swingline Lenders**

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

 

93

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**Part VThe Original Obligors**

** **
| **Name of Original  Borrower** | ** ** | **Address**                                                                         | ** **        | **Jurisdiction  of  incorporation** |
|--------------------------------|------------|-------------------------------------------------------------------------------------|-------------------|-------------------------------------|
| ABB Capital B.V.               |       | Burgemeester Haspelslaan 65, 5/F  PO Box 74690  Amstelveen  NL-1181 NB  Netherlands |              | Netherlands                         |
|                           |       | Attention:                                                                          | Managing Director |                                |   |
|                           |       | Fax:                                                                                | + 31 20 445 9844  |                                |   |
|                           |       | Copy: Legal Department                                                              |              |                                |
|                           |       | Fax: + 41 43 317 7992                                                               |              |                                |
|                           |       |                                                                                |              |                                |
| ABB Asea Brown  Boveri Ltd     |       | Affolternstrasse 44  CH-8050 Zurich  Switzerland                                    |              | Switzerland                         |
|                           |       | Attention:                                                                          | Deputy CFO        |                                |   |
|                           |       | Fax:                                                                                | +41 43 317 3929   |                                |   |
|                           |       | Copy: Legal Department                                                              |              |                                |
|                           |       | Fax: +41 43 317 7992                                                                |              |                                |
|                                |            |                                                                                     |                   |                                     |  |  |  |  |

 
| **Name of Original  Guarantor** | ** ** | **Address**                                                                         | ** **        | **Jurisdiction  of  incorporation** |
|---------------------------------|------------|-------------------------------------------------------------------------------------|-------------------|-------------------------------------|
| ABB Capital B.V.                |       | Burgemeester Haspelslaan 65, 5/F  PO Box 74690  Amstelveen  NL-1181 NB  Netherlands |              | Netherlands                         |
|                            |       | Attention:                                                                          | Managing Director |                                |   |
|                            |       | Fax:                                                                                | + 31 20 445 9844  |                                |   |
|                            |       | Copy: Legal Department                                                              |              |                                |
|                            |       | Fax: + 41 43 317 7992                                                               |              |                                |
|                            |       |                                                                                |              |                                |
| ABB Asea Brown  Boveri Ltd      |       | Affolternstrasse 44  CH-8050 Zurich  Switzerland                                    |              | Switzerland                         |
|                            |       | Attention:                                                                          | Deputy CFO        |                                |   |
|                            |       | Fax:                                                                                | +41 43 317 3929   |                                |   |
|                            |       | Copy: Legal Department                                                              |              |                                |
|                            |       | Fax: + 41 43 317 7992                                                               |              |                                |
|                                 |            |                                                                                     |                   |                                     |  |  |

 

94

----

 
| ABB Ltd |   | Affolternstrasse 44  CH-8050 Zurich  Switzerland |            | Switzerland |
|---------|--------|--------------------------------------------------|-----------------|-------------|
|    |   | Attention:                                       | Deputy CFO      |        |   |
|    |   | Fax:                                             | +41 43 317 3929 |        |   |
|    |   | Copy: Legal Department                           |            |        |
|    |   | Fax: +41 43 317 7992                             |            |        |

 

95

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**SCHEDULE 2CONDITIONS PRECEDENT**

** **

**Part IConditions Precedent**

** **

1.                                 **Corporate Documents**

 

(a)                                      A copy ofthe constitutional documents of each Obligor.

 

(b)                                     A copy ofa resolution of the board of directors of each Obligor (if applicable) or, inthe case of ABB Capital B.V., a copy of a resolution of the board of managingdirectors (*directie*) or, in thecase of ABB, a copy of an excerpt of the minutes of the board of directors ofABB:

 

(i)                        approvingthe terms of, and the transactions contemplated by, the Finance Documents towhich it is a party and resolving that it execute the Finance Documents towhich it is a party;

 

(ii)                     (otherthan in relation to ABB) authorising a specified person or persons to executethe Finance Documents to which it is a party on its behalf; and

 

(iii)                  authorisinga specified person or persons, on its behalf, to sign and/or despatch alldocuments and notices (including, if relevant, any Utilisation Request) to besigned and/or despatched by it under or in connection with the FinanceDocuments to which it is a party.

 

(c)                                      A copy ofa shareholders resolutions of ABB Capital B.V.

 

(d)                                     A copy ofa shareholders resolution of ABB Asea Brown Boveri Ltd.

 

(e)                                      A specimenof the signature of each person authorised by the resolution referred to inparagraph (b) above.

 

(f)                                        Acertificate of each Obligor (signed without personal liability by an authorisedsignatory of each Obligor) confirming that borrowing or guaranteeing, asappropriate, the Total Commitments would not cause any borrowing, guaranteeingor similar limit binding on that relevant Obligor to be exceeded.

 

(g)                                     Acertificate of an authorised signatory of the relevant Obligor, certifyingwithout personal liability that each copy document relating to it specified inparagraph 1 (a) - (f) of this Schedule 2 is correct, complete and in full forceand effect as at a date no earlier than the date of this Agreement.

 

96

----

 

2.                                 **Legal opinions**

 

(a)                                      A legalopinion of Clifford Chance Limited Liability Partnership, legal advisers to theMandated Lead Arrangers and the Agents in England, substantially in the formdistributed to the Original Lenders prior to signing this Agreement.

 

(b)                                     A legalopinion of Clifford Chance Limited Liability Partnership, Amsterdam, legaladvisers to the Mandated Lead Arranger and the Agents in the Netherlands in theform approved by the Facility Agent.

 

(c)                                      A legalopinion of Baer & Karrer, legal advisers to the Mandated Lead Arrangers andthe Agents in Switzerland in the form approved by the Facility Agent.

 

3.                                 **Other documents and evidence**

 

(a)                                      Evidencethat the process agent referred to in paragraph (e) of Clause 38 (*Service of process*) has accepted itsappointment.

 

(b)                                     Repaymentand cancellation in full of the Existing Credit Facility.

 

(c)                                      TheOriginal Financial Statements of each Obligor.

 

(d)                                     Evidencethat the fees, costs and expenses then due from ABB pursuant to Clause 12 (*Fees*) and Clause 17 (*Costs and expenses*) have been paid or willbe paid by the first Utilisation Date.

 

97

----

 

**Part IIAdditional Obligor Conditions Precedent**

** **

1.                                 AnAccession Letter, duly executed by the Additional Obligor and ABB.

 

2.                                 A copy ofthe constitutional documents of the Additional Obligor.

 

3.                                 A copy ofa resolution of the board of directors, or other suitable authority, of theAdditional Obligor:

 

(a)                                      approvingthe terms of, and the transactions contemplated by, the Accession Letter andthe Finance Documents and resolving that it execute the Accession Letter;

 

(b)                                     authorisinga specified person or persons to execute the Accession Letter on its behalf;and

 

(c)                                      authorisinga specified person or persons, on its behalf, to sign and/or despatch all otherdocuments and notices (including any Utilisation Request) to be signed and/ordespatched by it under or in connection with the Finance Documents.

 

4.                                 Ifrequired under applicable law, a copy of a resolution of the Additional Obligoras Guarantor stating that the shareholders resolve and approve the enteringinto, and the terms and conditions of, this Agreement, in particular, inrelation to any Additional Obligor incorporated in Switzerland that is accedingas a Guarantor, the guarantee to be provided by such Additional Obligor asGuarantor for the purpose of securing the prompt and complete satisfaction ofall present and future conditional and unconditional claims of the FinanceParties against any member of the Group other than such Additional Obligor asGuarantor and its wholly owned subsidiaries arising from time to time out ofthe Finance Documents.

 

5.                                 A specimenof the signature of each person authorised by the resolution referred to inparagraph 3 above.

 

6.                                 Acertificate of the Additional Obligor (signed by two duly authorisedsignatories) confirming that borrowing or guaranteeing (as the case may be) theTotal Commitments would not cause any borrowing, guaranteeing or similar limitbinding on it to be exceeded.

 

7.                                 Acertificate of an authorised signatory of the Additional Obligor certifyingthat each copy document listed in this Schedule 2 is correct, complete and infull force and effect as at a date no earlier than the date of the AccessionLetter.

 

8.                                 A copy ofany other Authorisation or other document, opinion or assurance which theFacility Agent reasonably considers to be necessary in connection with theentry into and performance of the transactions contemplated by the AccessionLetter or for the validity and enforceability of any Finance Document.

 

98

----

 

9.                                 Ifavailable, the latest audited financial statements of the Additional Obligor.

 

10.                           A legalopinion of Clifford Chance Limited Liability Partnership, legal advisers to theMandated Lead Arrangers and the Facility Agent in England.

 

11.                           If theAdditional Obligor is incorporated in a jurisdiction other than England andWales, a legal opinion of the legal advisers to the Mandated Lead Arrangers andthe Facility Agent in the jurisdiction in which the Additional Obligor isincorporated.

 

12.                           If theproposed Additional Obligor is incorporated in a jurisdiction other thanEngland and Wales, evidence that the process agent specified in paragraph (e)of Clause 38 (*Service of process*),if not an Obligor, has accepted its appointment in relation to the proposed AdditionalObligor.

 

99

----

 

**SCHEDULE 3UTILISATION REQUEST**

** **
| From:       |   | [Name  of Borrower] |
|-------------|--------|---------------------|
|        |   |                |
| To:         |   | [Agent]             |
|        |   |                |
| Copied  to: |   | [Facility  Agent]*  |
|        |   |                |
|        |   | Dated:              | [•] |

 

DearSirs

 

**ABB Ltd - $2,000,000,000 Credit Agreement**

**dated [**•**] (the “Credit Agreement”)**

 

1.                                 Words andexpressions defined in the Credit Agreement have the same meaning when usedherein.

 

2.                                 We wish toborrow a [Revolving Advance/Dollar Swingline Advance/Euro Swingline Advance/SEKSwingline 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 confirmthat each condition specified in Clause 4.2 (*Furtherconditions precedent*) is satisfied on the date of this UtilisationRequest.

 

4.                                 Theproceeds of this Advance should be credited to [account].

 

5.                                 ThisUtilisation Request is irrevocable.

 
| Yours  faithfully         |
|---------------------------|
|                      |
|                      |   |
|                      |
| authorised  signatory for |
|                      |
| [Name  of Borrower]       |

 

100

----

 

**SCHEDULE 4**

**THE MARGIN**

 
| ** **                       | ** ** | **Credit Rating**        | ** ** |
|----------------------------------|------------|--------------------------|------------|
| ** **                       | ** ** | **BBB+/Baa1  or higher** | ** ** | **BBB/Baa2** | ** ** | **BBB-/Baa3** | ** ** | **BB+/Ba1** | ** ** | **BB/Ba2 or  lower** | ** ** |
| Margin  (basis points per annum) |       | 25                       |       | 30 |   | 40 |   | 55 |   | 70 |   |

 

101

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**SCHEDULE 5**

**FORM OF TRANSFER CERTIFICATE**

** **
| To:    |   | [•] as Facility Agent                                                                                          |
|--------|--------|---------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                |
| From:  |   | [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 andexpressions defined in the Credit Agreement have the same meaning when usedherein.

 

2.                                 We referto Clause 24.5 (*Procedure for transfer*)of the Credit Agreement:

 

(a)                                      TheExisting Lender and the New Lender agree to the Existing Lender and the NewLender transferring by novation all or part of the Existing Lender’sCommitment, rights and obligations referred to in the Schedule in accordancewith Clause 24.5 (*Procedure for transfer*).

 

(b)                                     Theproposed Transfer Date is [•].

 

(c)                                      TheFacility Office and address, fax number and attention details for notices ofthe New Lender for the purposes of Clause 31.2 (*Addresses*) are set out in the Schedule.

 

3.                                 The NewLender expressly acknowledges the limitations on the Existing Lender’sobligations set out in paragraph (c) of Clause 24.4 (*Limitation of responsibility of Existing Lenders*).

 

4.                                 The NewLender confirms on the Transfer Date that it is a PMP.(1)

 

5.                                 ThisTransfer Certificate is governed by English law.

 

----

(1)   Onlyto be included if it is a requirement under Dutch law at the time of suchassignment or transfer that the New Lender qualifies as a PMP.

 

 

 

102

----

 

**THE SCHEDULE**

 

Commitment/rights and obligations to be transferred

[insert relevant details]

 

[FacilityOffice address, fax number and attention details for notices and accountdetails for payments,]

 
| [Existing  Lender] |   | [New  Lender] |
|--------------------|--------|---------------|
|               |   |          |
| By:                |   | By:           |

 

ThisTransfer Certificate is accepted by the Facility Agent and the Transfer Date isconfirmed as [•].

 

[FacilityAgent]

 

By:

 

103

----

 

**SCHEDULE 6TIMETABLES**

 
| ** **                                                                                                                                                        | ** ** | **Advances in  Euro**                                                        | ** ** | **Advances in  Dollars**                                                     | ** ** | **Advances in  SEK**                                                         | ** ** | **Advances in  other  currencies**                                           |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|
|                                                                                                                                                              |       |                                                                         |       |                                                                         |       |                                                                         |       |                                                                         |
| Delivery  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 Date |
|                                                                                                                                                              |       |                                                                         |       |                                                                         |       |                                                                         |       |                                                                         |
| Facility  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 Date |
|                                                                                                                                                              |       |                                                                         |       |                                                                         |       |                                                                         |       |                                                                         |
| Facility  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 Borrower                            |
|                                                                                                                                                              |       |                                                                         |       |                                                                         |       |                                                                         |       |                                                                         |
| Delivery  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                                                                          |

 

104

----

 
| ** **                                                                                                                                                                                              | ** ** | **Advances in  Euro**                             | ** ** | **Advances in  Dollars**                          | ** ** | **Advances in  SEK**                              | ** ** | **Advances in  other  currencies**             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|------------------------------------------------|
|                                                                                                                                                                                                    |       |                                              |       |                                              |       |                                              |       |                                           |
| Swingline  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/A                                            |
|                                                                                                                                                                                                    |       |                                              |       |                                              |       |                                              |       |                                           |
| Facility  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 time        |
|                                                                                                                                                                                                    |       |                                              |       |                                              |       |                                              |       |                                           |
| Facility  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 Lenders |
|                                                                                                                                                                                                    |       |                                              |       |                                              |       |                                              |       |                                           |
| LIBOR  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   |

 

105

----

 

**SCHEDULE 7**

**FORM OF ACCESSION LETTER**

** **
| To:                             |   | Credit  Suisse as Facility Agent |
|---------------------------------|--------|----------------------------------|
|                            |
| From:  [Subsidiary] and ABB Ltd |
|                            |
| Dated: [•]                 |

 

DearSirs

 

**ABB Ltd - $2,000,000,000 Revolving Credit Agreementdated [**•**]**

**(the “Agreement”)**

 

1.                                 We referto the Agreement. This is an Accession Letter. Terms defined in the Agreement havethe same meaning in this Accession Letter unless given a different meaning inthis Accession Letter.

 

2.                                 [Subsidiary]agrees to become an [Additional Borrower]/[Additional Guarantor] and to bebound by the terms of the Agreement as an [Additional Borrower]/[AdditionalGuarantor] pursuant to [Clause 25.2 (*AdditionalBorrowers*)]/[Clause 25.4 (*AdditionalGuarantors*)] of the Agreement.

 

3.                                 [Subsidiary]is a company duly incorporated under the laws of [name of relevantjurisdiction].

 

4.                                 [Subsidiary]is a wholly owned Subsidiary of ABB Ltd.

 

5.                                 [Subsidiary’s]administrative details are as follows:

 

Address:

 

Fax No:

 

Attention:

 

6.                                 ThisAccession Letter is governed by English law.

 

[ThisGuarantor Accession Letter is entered into by deed].

 
| ABB  Ltd | [Subsidiary] |
|----------|--------------|
|     |         |
| By:      | By:          |

 

106

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**SCHEDULE 8**

**FORM OF RESIGNATION LETTER**

** **
| To:    |   | Credit  Suisse as Facility Agent |
|--------|--------|----------------------------------|
|   |   |                             |
| From:  |   | [resigning  Obligor] and ABB Ltd |
|   |   |                             |
|   |   | Dated: [•]                  |

 

DearSirs

 

**ABB Ltd - $2,000,000,000 Revolving Credit Agreementdated [**•**]**

**(the “Agreement”)**

 

1.                                 We referto the Agreement. This is a Resignation Letter. Terms defined in the Agreementhave the same meaning in this Resignation Letter unless given a differentmeaning in this Resignation Letter.

 

2.                                 Pursuantto [Clause 25.3 (*Resignation of a Borrower*)]/[Clause25.6 (*Resignation of a Guarantor*)],we request that [resigning Obligor] be released from its obligations as a [*Borrower*]/[*Guarantor*] under the Agreement.

 

3.                                 We confirmthat:

 

(a)                                      no Defaultwould result from the acceptance of this request; and

 

(b)                                     [resigningObligor] is under no actual or contingent liability under the Agreement.

 

4.                                 ThisResignation Letter is governed by English law.

 
| ABB Ltd | [Subsidiary] |
|---------|--------------|
|    |         |
| By:     | By:          |

 

107

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**SCHEDULE 9**

**MANDATORY COST**

** **

TheMandatory Cost is an addition to the interest rate on an Advance denominated inSterling to compensate the Lenders for the cost attributable to such Advanceresulting from the imposition from time to time under or pursuant to the Bankof England Act 1998 (the “**BoE Act”**)of a requirement to place non-interest-bearing or Special Deposits (whetherinterest bearing or not) with the Bank of England calculated by reference toliabilities used to fund the Advance.

 

TheMandatory Cost shall be the rate determined by the Facility Agent to be equalto the arithmetic mean (rounded upward, if necessary, to 4 decimal places) ofthe respective rates notified by each Reference Bank to the Facility Agent asthe rate resulting from the application (as appropriate) of the followingformulae:

 

XL + S(L - D)

 

100 - (X + S)

 

whereon the day of application of a formula:

 

X                                                         is the percentage of Eligible Liabilities (inexcess of any stated minimum) by reference to which that Reference Bank isrequired under or pursuant to the BoE Act to maintain cash ratio deposits withthe Bank of England;

 

L                                                           is LIBOR applicable to the relevant Advance;

 

S                                                           is the level of interest bearing SpecialDeposits, expressed as a percentage of Eligible Liabilities, which thatReference Bank is required to maintain by the Bank of England (or other UnitedKingdom governmental authorities or agencies); and

 

D                                                         is the percentage rate per annum payable bythe 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 as0.15% x 7%. A negative result obtained from subtracting D from L shall becounted as zero.)

 

Ifany Reference Bank fails to notify any such rate to the Facility Agent, theMandatory Cost shall be determined on the basis of the rate(s) notified to theFacility Agent by the remaining Reference Bank(s).

 

TheMandatory Cost attributable to an Advance or other sum for any period shall becalculated at or about 11.00 a.m. on the first day of that period for theduration of that period.

 

Thedetermination of the Mandatory Cost in relation to any period shall, in theabsence of manifest error, be conclusive and binding on the Parties.

 

108

----

 

Ifthere is any change in circumstance (including the imposition of alternative oradditional requirements) which in the reasonable opinion of the Facility Agentrenders or will render the above formula (or any element of the formula, or anydefined term used in the formula) inappropriate or inapplicable, the FacilityAgent (following consultation with ABB and the Majority Lenders) shall beentitled to vary the same by giving notice to the Parties. Any such variationshall, in the absence of manifest error, be conclusive and binding on theParties and shall apply from the date specified in such notice.

 

Forthe purposes of this Schedule, “**EligibleLiabilities”** and “**SpecialDeposits”** have the meanings given to those terms under or pursuantto the BoE Act or by the Bank of England (as may be appropriate), on the day ofthe application of the formula.

 

109

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**SCHEDULE 10**

**MATERIAL SUBSIDIARIES**

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

 

110

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**SCHEDULE 11**

**FORM OF COVENANT COMPLIANCE CERTIFICATE**

** **
| To:    |   | Credit  Suisse as Facility Agent |
|--------|--------|----------------------------------|
|   |   |                             |
| From:  |   | ABB Ltd                          |
|   |   |                             |
|   |   | Dated:                           |

 

DearSirs

 

**ABB Ltd $2,000,000,000 Multicurrency Revolving CreditAgreement dated [**•**] (the “Agreement”)**

 

Werefer to the Agreement. This is a Covenant Compliance Certificate deliveredwith the consolidated accounts of ABB dated [30 June, 31 December] [200 ] (the“**Reference Date**”). Terms definedin the Agreement have the same meaning when used in this Covenant ComplianceCertificate unless given a different meaning.

 

Weconfirm that:

 

(a)                            **EBITDA: Total Gross Interest**

 

In respect of the Relevant Period ending on theReference Date:

 

(i)                                         EBITDA was[•].

 

(ii)                                      TotalGross Interest was [•].

 

Therefore the ratio of EBITDA to Total GrossInterest in respect of such period was [•] : [•] and the covenant contained in paragraph (a) of Clause 21.2 (*Financial Condition*) [has/has not] beencomplied with.(2)

 

(b)                           **Net Debt : EBITDA**

 

(i)                                         Net Debtwas [•].

 

(ii)                                      EBITDA was[•].

 

Thereforethe ratio of Net Debt : EBITDA in respect of such period was [•]:[•] and the covenant contained in paragraph (b) of Clause 21.2 (*Financial Condition*) [has/has not] beencomplied with.

 
|                          |                          |   |   |
|-------------------------------|-------------------------------|--------|--------|
|                          |                          |
| Officer  of ABB Ltd           | Officer  of ABB Ltd           |
| (without  personal liability) | (without  personal liability) |

 

----

(2)   Notrequired after Trigger Date.

 

111

----

 

**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** |

 

112

----

 
| **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 WASSERSTEIN (acting through DRESDNER  BANK AG,** |
| **NIEDERLASSUNG LUXEMBURG)**                                          |
|                                                                  |
| By:                                                                   | **MELISSA BACANI** (under power of attorney) |

 

113

----

 
| **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) |
|                                                                |
|                                                                |
| **SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB  (PUBL)** |
|                                                                |
| By:                                                                 | **MELISSA BACANI** (under power of attorney) |

 

114

----

 
| **The Lenders**                                                                                                                                                    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                               |
| For  the purpose of the Dutch Banking Act, each Lender expressly confirms the  representations given by it in Clause 19.14 (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) |
|                                                                                                                                                                    |  |  |  |

 

115

----

 
| **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) |

 

116

----

 
| **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) |

 

117

----

 
| **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) |

 

118

----

 
| **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) |

 

119

----

 
| **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**                                         |
|                                                                |
| **SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN, AB  (PUBL)** |
|                                                                |
| By:                                                                 | **MELISSA BACANI** (under power of attorney) |

 

120

----