EXHIBIT 10.12
DATE: 15th June, 2000
HAVAS ADVERTISING
HAVAS ADVERTISING INTERNATIONAL SA
HAS ACQUISITION CORP.
EWDB NORTH AMERICA INC.
EVELINK PLC
as Guarantors
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
as Agent
________________________________________________________
GUARANTEE AND INDEMNITY
in relation to a US$400,000,000 Multicurrency Term Loan Facility
________________________________________________________
▇▇▇▇▇▇▇▇▇ and May
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
London EC2V 5DB
RS/RCYS
CC003698004
CONTENTS
▇▇▇▇▇▇ ▇▇▇▇
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1. INTERPRETATION 1
2. GUARANTEE 3
3. GUARANTOR'S INDEMNITY 6
4. WITHHOLDINGS 7
5. TAXES ETC ON A LENDER 8
6. PAYMENTS 8
7. LATE PAYMENT 10
8. EVIDENCE, CERTIFICATES AND DETERMINATIONS 10
9. NOTICES 10
10. ASSIGNMENT 11
11. COUNTERPARTS 11
12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 11
13. LAW AND JURISDICTION 11
1
GUARANTEE AND INDEMNITY
-----------------------
DATE: 15th June, 2000
PARTIES
1. HAVAS ADVERTISING of ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, HAVAS ADVERTISING INTERNATIONAL SA of the same address, HAS
ACQUISITION CORP. of Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇., EWDB NORTH AMERICA INC. of the same address
and EVELINK PLC of ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ as
guarantors (the "Guarantors")
2. ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK on its own behalf and on behalf
of each of the Lenders and Arrangers (the "Agent")
BACKGROUND
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A loan agreement (the "Loan Agreement") was made on 18th May, 2000 between (1)
Havas Advertising, Havas Advertising International SA, HAS Acquisition Corp. and
EWDB North America Inc. as Borrowers, (2) the Guarantors named in the Loan
Agreement, (3) the Lenders named in the Loan Agreement, (4) ▇.▇. ▇▇▇▇▇▇
Securities Ltd. and Societe Generale as Arrangers and (5) the Agent. Under the
terms of the Loan Agreement the Lenders agreed to provide to the Borrowers a
US$400,000,000 multicurrency 364 day term loan facility.
The Borrowers may not borrow under the Loan Agreement until this Guarantee and
Indemnity is executed and delivered.
The parties agree as follows:
1. INTERPRETATION
1.1 Definitions
(A) In this agreement unless a contrary intention is indicated, words and
expressions defined in the Loan Agreement will have the same meanings
respectively when used in this agreement. References to the Loan
Agreement are to that agreement as amended or supplemented.
(B) References to "Borrower" do not include any company as borrower in
relation to the Guarantee by that company.
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1.2 Interpretation of certain references
Unless a contrary intention is indicated:
(A) References to Clauses are to Clauses of this agreement. References to
paragraphs are to paragraphs in the same sub-Clause. References to
sub-paragraphs are to sub-paragraphs in the same paragraph.
(B) References to other documents include those documents as they may be
amended. In particular, references to the Loan Agreement are to that
document as it may be amended from time to time.
(C) References to times are to London time.
(D) References to assets are to present and future assets.
(E) References to "US$" and "dollars" are to U.S. dollars.
(F) References to fees or expenses include any value added tax on those
fees or expenses.
1.3 Headings
All headings and titles are inserted for convenience only. They are to be
ignored in the interpretation of this agreement.
1.4 Calculations
Interest will be calculated using the following formula:
I = D x R x A
---
Y
Where:
I = interest accrued
D = the number of days in the period for which the interest is to be
calculated, including the first day but excluding the last day
R = the rate of interest expressed as a fraction
A = the amount on which interest is being calculated
Y = 360.
Interest will be treated as accruing uniformly over each period on a daily
basis. In some cases "R" or "A" may change during a period for which
interest is to be calculated. In this case the interest will be calculated
for successive
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periods and then aggregated. These successive periods will be the periods
during which "R" and "A" were constant.
1.5 Reimbursements
If a party wishes to claim reimbursement of any amount to which it is
entitled it will deliver a demand to the reimbursing party. This will set
out the losses, expenses or other amounts to be reimbursed. It must also
specify the currency of reimbursement. Save in the case of manifest error,
the reimbursing party agrees to pay those amounts to the party entitled to
them no later than two Business Days after the delivery of the certificate
to the reimbursing party. Where there is an outstanding Termination Event
which has not been waived or where a Mandatory Prepayment Event has
occurred, payment will instead be due on delivery of this certificate.
2. GUARANTEE
2.1 Guarantee
Each Guarantor, jointly and severally, guarantees the due and punctual
performance of all obligations of each Borrower under the Loan Agreement.
This Guarantee is unconditional and irrevocable.
2.2 Agreement to pay
Each Guarantor agrees to pay on demand each amount due and payable by each
Borrower which is unpaid. The demand may be made at any time on or after
the due date for payment. Payment will be made in the same currency as the
amount due by the Borrower.
2.3 Limitations
(A) The obligations of all Guarantors under Clauses 2.1 and 3.1 shall at
all times be limited so that none of the Guarantors is required to pay
any moneys if such payment would result in a breach of any applicable
laws in its jurisdiction by any Guarantor or any of its executive
officers or directors.
(B) Without limiting the foregoing, the obligation, under Clauses 2.1 and
3.1, of each Guarantor incorporated in France shall in any event be
limited to US$480,000,000.
2.4 Continuing Guarantee
This Guarantee is a continuing guarantee. No payment or other settlement
will discharge any Guarantor's obligations until the Borrowers' obligations
have been discharged in full.
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2.5 Other guarantees and Security
This Guarantee is in addition to, and independent of, any other guarantee
or Security.
2.6 Enforcement
This Guarantee may be enforced before any steps are taken against the
Borrowers or under any other guarantee or Security.
2.7 Preservation of rights
This Guarantee will be discharged only by the receipt of payment in full.
It will not be discharged by any other action, omission or fact. The
Guarantors' obligations will, therefore, not be affected by any of the
following happening:
(A) The obligations of any Borrower are or become void, invalid, illegal
or unenforceable.
(B) There is any change, waiver or release of any Borrower's obligations.
(C) Any concession or time is given to any Borrower.
(D) Any Borrower is wound up or reorganised.
(E) There is any change in the condition, nature or status of any
Borrower.
(F) Any of the above events occur in relation to another Guarantor or
provider of Security or the obligations of that Guarantor or provider.
(G) There is any failure to take, retain or enforce any other guarantee or
Security.
(H) Any circumstances affect or prevent recovery of amounts due by any
Borrower.
(I) Any other matter exists which might discharge any Guarantor.
Any receipt from any person other than the Guarantor will reduce the
outstanding balance only to the extent of the amount received.
2.8 Representations of the Guarantors
Each Guarantor confirms that it does not have the benefit of any Security
in respect of this Guarantee or the Indemnity in Clause 3.
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2.9 Covenants of the Guarantors
Each Guarantor agrees as follows:
(A) Security: It will not have the benefit of any Security in respect of
this Guarantee or the Indemnity in Clause 3. If, in breach of this
paragraph, a Guarantor at any time has the benefit of any Security, it
will hold that Security on trust for the Agent, the Lenders and the
Arrangers
(B) Exercise of rights: It will not at any time when any amount is due to
be paid under this Guarantee or the Indemnity in Clause 3 but has not
been paid:
(i) take the benefit of any right against any Borrower or any other
person in respect of amounts paid under this Guarantee or the
Indemnity in Clause 3; or
(ii) claim or exercise against any Borrower any right to any payment
(whether or not in connection with the Loan Agreement), except,
in either case, to the extent necessary to preserve the claim.
(C) Competing proof: An Instructing Group may request it to submit a proof
for amounts due to it by any Borrower or any other Guarantor. It
agrees to submit a proof promptly in accordance with this request. All
amounts received in respect of this proof will at any time when any
amount is due to be paid under this Guarantee or the Indemnity in
Clause 3 but has not been paid be held by it on trust for the Agent,
the Lenders and the Arrangers.
The obligations in this sub-Clause will cease to have effect when the
Facility has ceased to be available and there are no amounts of the Loan
outstanding.
2.10 Suspense account
Any amount received under this Guarantee or in connection with amounts due
by any Borrower may be placed on suspense account. Suspense accounts may
be held by the Agent or by a Lender. While the amounts are in the suspense
account the Agent or any Lender may claim and recover amounts from any
Borrower and any other Guarantor as if the amount in the suspense account
had not been received. Amounts may be taken out of a suspense account by
the person holding that account at any time. The Agent or Lender must use
amounts in the suspense account to repay the Loan if there is enough to
repay all the Loan. Any surplus in the suspense account after discharge of
all obligations of all Obligors under the Loan Agreement will immediately
be paid by the account holder to the Parent.
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2.11 Discharge conditional
Any settlement with, or discharge of, each Guarantor will be subject to a
condition. This condition is that the settlement or discharge will be set
aside if any prior payment, or any other guarantee, is set aside,
invalidated or reduced. In this event each Guarantor agrees to reimburse
each Lender, Arranger and the Agent for the value of the payment or
guarantee which is set aside, invalidated or reduced.
2.12 Principal debtor
In addition to the Guarantor's obligations as Guarantor, each Guarantor
agrees to pay any amount which is not recoverable from that Guarantor as a
Guarantor. Any amount due under this sub-Clause will be recoverable from
any Guarantor as though the obligation had been incurred by that Guarantor
as sole or principal debtor.
3. GUARANTOR'S INDEMNITY
3.1 Indemnity
Each Guarantor agrees that if any ▇▇▇▇▇▇▇▇ fails to make a payment
expressed to be due under the terms of the Loan Agreement on its due date
it will reimburse the person entitled to the payment for the losses and
expenses (including loss of profit) that person incurs, or will incur, as a
result. It also agrees to reimburse each Lender, Arranger and the Agent
for all losses and expenses arising from any obligations of any Borrower
being or becoming void, invalid, illegal or unenforceable. Clause 2.3
applies to this indemnity.
3.2 Amount of loss
For the purposes of this Clause a Lender, Arranger and the Agent will be
treated as having suffered a loss equal to the amount which is expressed as
being due to it by any Borrower and unpaid. If this treatment is incorrect
the Lender, Arranger or the Agent will produce evidence of its loss.
4. WITHHOLDINGS
(A) Withholdings and deductions: This sub-Clause applies if a Guarantor is
required by law to make a payment under this Guarantee and Indemnity
net of a withholding or deduction. It also applies if the Agent is
required by law to make a payment to a Lender or an Arranger under
this Guarantee and Indemnity net of a withholding or deduction.
(B) Notice: Each Guarantor agrees to notify the Agent if it becomes aware
that this sub-Clause applies. The Agent agrees to notify the
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Guarantors, the Lenders and the Arrangers if it becomes aware that
this sub-Clause applies to any payments to be made by it.
(C) Grossing up: Each Guarantor agrees to increase the amount of any
payment which is subject to a withholding or deduction. This applies
both where the withholding or deduction is required on the payment by
the Guarantor itself and where it is required on the payment by the
Agent to the Lenders or the Arrangers. As a result of this increase
the person entitled to the payment will be entitled to receive the
same amount it would have received if there had been no withholding or
deduction. In the case of a payment by a Guarantor which is
incorporated in France to or for the account of a Lender, this
paragraph (C) will only apply if that Lender is a Qualifying Bank.
(D) Payment of tax: Each Guarantor agrees to pay to the appropriate
authority all amounts withheld or deducted by it. If a receipt or
other evidence of payment can be issued, the Guarantors agree to
deliver this to the Agent as soon as practicable.
(E) Tax credits: This paragraph applies if:
(i) any Guarantor pays an additional amount under this sub-Clause (a
"Tax Payment");
(ii) a Lender or Arranger effectively obtains a refund of tax, or
obtains and uses a credit against tax, by reason of the Tax
Payment or the withholding or deduction that gave rise to the
Tax Payment (a "Tax Credit"); and
(iii) that Lender or Arranger is able to identify the Tax Credit as
being attributable to the Tax Payment or such withholding or
deduction.
In this case the Lender or ▇▇▇▇▇▇▇▇ agrees to reimburse to the
Guarantor the amount that the Lender or Arranger reasonably determines
in good faith to be the proportion of the Tax Credit which will leave
the Lender or Arranger (after that reimbursement) in no better or
worse position than it would have been in if the Tax Payment had not
been required. Each Lender and Arranger will be entitled to arrange
its tax affairs in whatever manner it thinks fit. No Lender or
Arranger is obliged to disclose any information regarding its tax
affairs or computations to any Guarantor.
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5. TAXES ETC ON A LENDER
This sub-Clause applies if any Lender, Arranger or the Agent on its behalf
is liable to pay any tax or other amount on or by reference to any sum
payable to it under this Guarantee and Indemnity. The Guarantors agree to
reimburse that ▇▇▇▇▇▇, Arranger or the Agent for that liability. This sub-
Clause does not however apply where the liability is for tax on the net
income of a Lender, Arranger or the Agent which is imposed by the
jurisdiction in which its principal office or the office through which it
is acting for the purpose of this Guarantee and Indemnity is situated.
6. PAYMENTS
6.1 Method and timing of payments
All payments under this Guarantee and Indemnity must be made in immediately
available and freely transferable funds. Each payment must be for value on
the due date.
6.2 Payments through the Agent
(A) Normal arrangements: All payments under this Guarantee and Indemnity
will be made through the Agent. Each dollar payment will be made to
the account of the Agent with ▇▇▇▇▇▇ Guaranty Trust Company of New
York, New York, Account Name "MGT NY-Del" (SWIFT MGTCUS33EOD), account
number 001 39 968, Attention: European Operations Group. Each non-
dollar payment will be made to an account of the Agent. The details of
this account will be notified to the payer by the Agent. The Agent
will pay on an amount received as soon as the Agent has ascertained
that it has been received.
(B) Alternative arrangements: If the Agent believes that it is, or will
be, illegal or impossible for it to pay on to a Lender or Arranger in
accordance with paragraph (A), it agrees to notify the Guarantors and
that Lender or Arranger. In this case the Guarantors and that Lender
or Arranger may agree alternative arrangements for payments to be made
to that Lender or Arranger. Paragraph (A) will not apply to the extent
excluded by those alternative arrangements. That Lender or Arranger
agrees to provide notice of the arrangements to the Agent and that
▇▇▇▇▇▇ will notify the Agent of payments in accordance with Clause
14.1 of the Loan Agreement.
6.3 Payments to the Lenders and Arrangers
Each payment by the Agent to a Lender or Arranger will be made to the
account of that Lender or Arranger notified to the Agent for this purpose.
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6.4 Change of account
A Lender or Arranger may change any of its receiving accounts by not less
than five Business Days' notice to the Agent. The Agent may change any of
its receiving accounts by not less than five Business Days' notice to the
Guarantors, the Lenders and the Arrangers.
6.5 Refunding of payments by the Agent
This sub-Clause applies if the Agent makes a payment out in the mistaken
belief that it has received or will receive an incoming payment on a
particular day. In this case the person which received the payment from
the Agent agrees to return it. It will also reimburse the Agent for all
losses and expenses incurred by the Agent as a result of the payment. This
sub-Clause does not affect the rights of the person which received the
payment against the person which failed to make the payment to the Agent.
6.6 Non-Business Days
If a payment would be due on a non-Business Day the payment obligation will
be deferred to the next Business Day, unless that day is in another
calendar month. Where it is in another calendar month that payment
obligation will be brought forward to the previous Business Day.
Interest will be adjusted accordingly.
6.7 Payment in full
All payments by the Guarantors will be made in full and without set off or
counterclaim. No payment will be made net of a withholding or deduction,
unless this is required by law. In this event Clause 4 applies.
6.8 Set-off
If a Guarantor owes money under this Guarantee and Indemnity the person to
whom it is owed may set off this obligation against any moneys owed by that
party to that Guarantor. The moneys owed by that party may be in a
different currency, arise on a separate transaction or involve another
branch. This sub-Clause applies only if there is an outstanding
Termination Event or if a Mandatory Prepayment Event has occurred. Where
amounts are in different currencies the person to whom money is owed under
this Guarantee and Indemnity may convert amounts into the same currency
using the then current exchange rate. If a Lender or Arranger sets off an
obligation under this Guarantee and Indemnity, that ▇▇▇▇▇▇ or Arranger
agrees to notify the Agent promptly. The notice will provide details of
the amount set off.
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7. LATE PAYMENT
7.1 Default interest
The Guarantors agree to pay interest on all amounts unpaid under a this
Guarantee and Indemnity after their due date for payment. This interest
will be computed by reference to successive periods selected by the Agent.
The first of these periods will start on the due date for payment of the
unpaid amount. The rate of interest applicable during each of these
periods will be a rate per annum equal to 2% plus LIBOR (or, as the case
may be, EURIBOR) for that period plus the Margin plus the Costs Rate. This
interest will be paid in arrear on the last day of each of these periods
and on the date of payment of the unpaid amount. Interest will be due under
this sub-Clause both before and after judgment.
7.2 Indemnity
If the Guarantors fail to make a payment on the due date the Guarantors
agree to reimburse the person entitled to the payment for the losses and
expenses (including loss of profit) that person incurs, or will incur, as a
result. The computation of these losses and expenses will take into
account any amount received under Clause 7.1. The person claiming
reimbursement will take reasonable steps to minimise the losses or expenses
it so incurs.
8. EVIDENCE, CERTIFICATES AND DETERMINATIONS
8.1 Evidence of debt
The Agent will maintain in its books an account showing all liabilities
accrued and payments made in relation to the Facility. Details of amounts
outstanding recorded in this account will be evidence of each Borrower's
obligations unless there is shown to be an error.
8.2 Certificates and determinations
Any certificate or determination relating to this Guarantee and Indemnity
must contain reasonable detail of the matter being certified or determined.
Certificates and determinations produced by a Lender, Arranger or the Agent
will be conclusive unless there is an obvious error.
9. NOTICES
9.1 Nature of notices
No notice delivered under this Guarantee and Indemnity may be withdrawn or
revoked. Each notice delivered by a Guarantor must be unconditional. It
must also be signed by an Authorised Person.
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9.2 Delivery of notices
A notice under this Guarantee and Indemnity will be effective only if it is
in writing and is received. Faxes are permitted.
9.3 Notices through the Agent
Each notice from a Guarantor, Lender or Arranger will be delivered to the
Agent. The Agent agrees to pass on the details of notices received by it to
the appropriate recipient as soon as reasonably practicable.
9.4 Address details
Notices will be delivered to the address of the intended recipient as set
out on the execution page. A Guarantor, Lender or Arranger may change its
address details by notice to the Agent. The Agent may change its address
details by notice to the Borrower's Agent, ▇▇▇▇▇▇▇ and Arrangers.
10. ASSIGNMENT
A Lender may assign in whole or in part its rights under this Guarantee and
Indemnity to any person to whom it assigns or novates the whole or part of
its interest in the Facility.
11. COUNTERPARTS
There may be several signed copies of this Guarantee and Indemnity. There
is intended to be a single instrument and each signed copy is a counterpart
of that instrument.
12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
The parties to this Guarantee and Indemnity do not intend that any term of
this Guarantee and Indemnity should be enforceable, by virtue of the
Contracts (Rights of Third Parties) Act 1999, by any person who is not a
party to this Guarantee and Indemnity.
13. LAW AND JURISDICTION
13.1 Law
This Guarantee and Indemnity is to be governed by and construed in
accordance with English law.
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13.2 Jurisdiction
The courts of England and any New York State Court or U.S. Federal Court,
in either case sitting in the City and County of New York (the "New York
Courts") are to have jurisdiction to settle any disputes in connection with
this Guarantee and Indemnity. This submission is irrevocable and is for
the exclusive benefit of the Lenders, the Arrangers and the Agent. It does
not prevent proceedings being commenced by any Lender, the Arrangers or the
Agent in the courts of any other country or, subject to applicable law, in
the courts of more than one country at the same time. The Guarantors also
irrevocably waive to the extent applicable, any privilege under Articles 14
and 15 of the French Civil Code and any objection on the ground of forum
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non conveniens or on any other ground, to proceedings in the courts of
--------------
England or New York Courts. They also irrevocably agree that a judgment
which is final (and the time within which any appeal may be made has
expired) obtained in any proceedings brought in the courts of England and
New York will be conclusive and binding on them and may be enforced in any
other court.
13.3 Guarantors' agent for the service of process
The Guarantors irrevocably appoint Evelink PLC of ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, to be their agent for the service of process in England.
Any documentation in connection with proceedings in the courts of England
may be delivered to this agent and in that case will be treated as
delivered to the relevant Guarantor. The Guarantors agree that, in the
case of proceedings before the New York Courts, any writ or other notice of
process shall be sufficiently served on the Guarantors or any of them if a
copy of it is mailed by registered or certified mail (air mail, if
overseas), postage prepaid, return receipt requested, to the address for
the time being for the service of notices on the Guarantors under Clause
9.4. Any documentation in connection with proceedings in the New York
Courts shall be mailed, as described above, and in each case will be
treated as delivered to the Guarantors or the relevant Guarantor(s).
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EXECUTION AS A DEED
Guarantors
HAVAS ADVERTISING )
Executed as a deed by HAVAS ADVERTISING )
acting by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ who in accordance )
with the laws of the territory in which
HAVAS ADVERTISING is incorporated is acting )
under the authority of HAVAS ADVERTISING )
Address: ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Fax Number: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 81
Attention: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ADVERTISING INTERNATIONAL SA )
Executed as a deed by HAVAS ADVERTISING )
INTERNATIONAL SA acting by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ )
who in accordance with the laws of the )
territory in which HAVAS ADVERTISING
INTERNATIONAL SA is incorporated is acting )
under the authority of HAVAS ADVERTISING )
INTERNATIONAL SA )
)
Address: ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Fax Number: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 81)
Attention: ▇▇▇▇▇ ▇▇▇▇▇
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HAS ACQUISITION CORP. )
Executed as a deed by HAS ACQUISITION CORP. )
acting by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ who in accordance )
with the laws of the territory in which HAS )
ACQUISITION CORP. is incorporated is acting )
under the authority of HAS ACQUISITION CORP. )
Address: ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Fax Number: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 81)
Attention: ▇▇▇▇▇ ▇▇▇▇▇
EWDB NORTH AMERICA INC. )
Executed as a deed by EWDB NORTH AMERICA )
INC. acting by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ who in )
accordance with the laws of the territory )
in which EWDB NORTH AMERICA INC. is
incorporated is acting under the authority )
of EWDB NORTH AMERICA INC. )
Address: ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Fax Number: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 81)
Attention: ▇▇▇▇▇ ▇▇▇▇▇
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EVELINK PLC ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Executed as a deed by ▇▇▇▇▇▇▇ PLC acting by ) ---------------------
two directors ) Director
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ---------------------
Levallois-Perret Cedex, France Director
Fax Number: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 81)
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Agent
MORGAN GUARANTY TRUST )
COMPANY OF NEW YORK )
Executed as a deed by MORGAN GUARANTY TRUST )
COMPANY OF NEW YORK acting by ▇▇▇▇▇▇ )
▇▇▇▇▇▇▇ who in accordance with the laws of )
the territory in which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
TRUST COMPANY OF NEW YORK is incorporated
is acting under the authority of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ TRUST COMPANY OF NEW YORK
Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ )
▇▇▇▇ ▇▇▇
Fax Number: ▇▇▇▇ ▇▇▇ ▇▇▇▇)
Attention: Loans Capital Markets Middle
Office
CC003698004