incorporating changes made pursuant to an amendment agreement dated 28 July 2005) Euro 1,850,000,000 FACILITY AGREEMENT Dated 29 October 2004 for LAFARGE S.A. arranged by CALYON CITIBANK INTERNATIONAL PLC HSBC CCF SOCIETE GENERALE THE ROYAL BANK OF...

  CLAUSE

 PAGE

SECTION 1

INTERPRETATION

1.

DEFINITIONS AND INTERPRETATION

1

SECTION 2

THE FACILITY

2.

THE FACILITY

12

3.

PURPOSE

12

4.

CONDITIONS PRECEDENT

12

SECTION 3

UTILISATION

5.

UTILISATION

14

6.

UTILISATION - SWINGLINE LOANS

15

7.

SWINGLINE LOANS

16

8.

OPTIONAL CURRENCIES

18

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

9.

REPAYMENT

20

10.

PREPAYMENT AND CANCELLATION

20

SECTION 5

COSTS OF UTILISATION

11.

INTEREST

22

12.

INTEREST PERIODS

24

13.

CHANGES TO THE CALCULATION OF INTEREST

24

14.

FEES

25

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

15.

TAX GROSS UP AND INDEMNITIES

28

16.

INCREASED COSTS

31

17.

OTHER INDEMNITIES

32

18.

MITIGATION BY THE LENDERS

33

19.

COSTS AND EXPENSES

33

SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.

REPRESENTATIONS

34

21.

INFORMATION UNDERTAKINGS

35

22.

GENERAL UNDERTAKINGS

38

23.

EVENTS OF DEFAULT

40

SECTION 8

CHANGES TO PARTIES

24.

CHANGES TO THE LENDERS

43

25.

CHANGES TO THE BORROWER

46

SECTION 9

THE FINANCE PARTIES

26.

ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS

47

27.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

51

28.

SHARING AMONG THE FINANCE PARTIES

51

SECTION 10

ADMINISTRATION

29.

PAYMENT MECHANICS

54

30.

SET-OFF

56

31.

NOTICES

56

32.

CALCULATIONS AND CERTIFICATES

57

33.

EXTENSION OF THE FACILITY

57

34.

PARTIAL INVALIDITY

59

35.

REMEDIES AND WAIVERS

59

36.

AMENDMENTS AND WAIVERS

59

SECTION 11

GOVERNING LAW AND ENFORCEMENT

37.

GOVERNING LAW

61

38.

ENFORCEMENT - JURISDICTION OF THE FRENCH COURTS

61

  SCHEDULE 

PAGE

SCHEDULE 1 The Original Lenders

62

SCHEDULE 2 Conditions precedent

64

SCHEDULE 3 Utilisation Request

65

SCHEDULE 4 Mandatory Cost formulae

67

SCHEDULE 5 Form of Transfer Agreement

70

SCHEDULE 6 Timetables

72

(1)

LAFARGE S.A., a company registered in Paris, France with Commerce Registry Number B ▇▇▇ ▇▇▇ ▇▇▇ (the “Borrower”);

(2)

The Royal Bank of Scotland plc, Société Générale, HSBC CCF, Citibank International plc, London branch and Calyon (whether acting individually or together the “Mandated Lead Arrangers”);

(3)

THE FINANCIAL INSTITUTIONS listed in Part I and Part II of Schedule 1 as lenders (the “Original Lenders”); and

(4)

HSBC Bank plc as agent of the other Finance Parties (the “Agent” and as Swingline Agent (the “Swingline Agent”)).

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent” means the Facility Agent or the Swingline Agent.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“Amendment Agreement” means the amendment agreement dated 28 July 2005 between the Borrower and the Agent.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including one Month before the last Final Termination Date.

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

(a)

the Base Currency Amount of its participation in any outstanding Loans; and

(b)

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

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

“Base Currency” or “€” means euro.

“Base Currency Amount” means, in relation to a Loan, the amount specified in the Utilisation Request delivered by the Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment or prepayment of the Loan.

“Basel II Standards” has the meaning given to it in Clause 16.3 (Exceptions).

“Break Costs” means the amount (if any) by which:

(a)

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Break Costs Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Break Costs Unpaid Sum, had the principal amount or Break Costs Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of the Loan or Break Costs Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Break Costs Unpaid Sum” means the principal amount of any Loan unpaid on its due date together with accrued interest (excluding any interest accrued pursuant to Clause 11.3 (Default Interest).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Paris and London and:

(a)

(in relation to any date for payment or purchase of euro) any TARGET Day; or

(b)

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency.

“Commitment” means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part 1 of Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement;

to the extent not terminated, cancelled, reduced or transferred by it under this Agreement (and taking into account the Reallocation) and includes in relation to any Swingline Lender, its Swingline Commitment to the extent not cancelled, reduced or transferred by it under this Agreement.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a form agreed between the Borrower and the Agent.

“Environmental Approvals” means all authorisations of any kind required under Environmental Laws to which the Borrower or any Principal Subsidiary is subject at any time.

“Environmental Law” means all legislation, regulations or orders (insofar as such regulations or orders have the force of law) to the extent that they relate to the protection or impairment of the Environment (whether or not in force at the date of this Agreement).

“EONIA” means, in relation to a Business Day and any amount denominated in Euros:

(a)

the applicable Screen Rate; or

(b)

if no screen Rate is available for that Business Day, the rate calculated by the Agent as being the arithmetic mean of the annual rates (rounded upwards to four decimal places) supplied to the Agent at its request, quoted by the Reference Banks, on such Business Day to leading banks in the European interbank market, for the offering of deposits in Euros for a period from one Business Day to the immediately following Business Day; or

(c)

if none or only one of the Reference Banks supplies a rate to the Agent (as specified in paragraph (b) above), the rate notified to the Agent by each Swingline Lender as soon as practicable and in any event before the relevant interest is due to be paid, to be that which expresses as a percentage per annum the cost to that Lender of funding its participation in that Swingline Loan from whatever source it may reasonably select.

“EURIBOR” means, in relation to any Loan in euro:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period equal to or comparable to the Interest Period of the relevant Loan.

“Euro” or “€” means the single currency of the European Union.

“Existing Facility” means the Borrower’s €1,400,000,000 facility dated 30 July 2003.

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

“Facility” means the multicurrency revolving loan facility made available under this Agreement as described in Clause 2 (The Facility) or the Swingline Facility.

“Facility Amount” means €1,850,000,000.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Borrower (or the Agent and the Borrower) setting out any of the fees referred to in Clause 14 (Fees).

“Final Termination Date” means in respect of any Lender (a) the Initial Termination Date; or (b) following an extension agreed by that Lender in accordance with Clause 33 (Extension of Facility), the date to which the Initial Termination Date has been extended (or in the case of two extensions, the date to which the Initial Termination Date has been extended by the most recent extension in respect of that Lender).

“Finance Document” means this Agreement, any Fee Letter and any other document designated as such by the Agent and the Borrower.

“Finance Party” means the Agent, the Mandated Lead Arrangers or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance lease;

(e)

receivables sold or discounted in respect of which there is recourse in whole or in part (but, if in part, to the extent of such recourse);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing and the main purpose of which is the financing of business operations or capital requirements;

(g)

for the purpose of Clause 23.5 (Cross-Default) only, the net marked to market amount of any currency swap or interest swap, cap, collar arrangements or any other derivative instrument;

(h)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of the indebtedness of any member of the Group, except for any trade letters of credit; and

(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

“Force Majeure Event” means fire, flood, earthquake or other natural disaster or nationalisation, war, sabotage, terrorism, insurrection or similar.

“GAAP” means generally accepted accounting principles and standards in France.

“Group” means the Borrower and its consolidated Subsidiaries for the time being.

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

“HSBC CCF” means CCF.

“Information Package” means the document in the form approved by the Borrower concerning the Group which, at its request and on its behalf, was prepared in relation to this transaction and made available by the Mandated Lead Arrangers to selected financial institutions before the date of this Agreement.

“Initial Termination Date” means the date which is five years after the date of the Amendment Agreement.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.3 (Default interest) and each period determined under this Agreement by reference to which interest on a Swingline Loan is calculated.

“Japanese Yen” or “¥” means the lawful currency for the time being of Japan.

“Lender” means:

(a)

any Original Lender;

(b)

any bank or financial institution, which has become a Party in accordance with Clause 24 (Changes to the Lenders); and

(c)

unless the context otherwise requires, a Swingline Lender,

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

“LIBOR” means, in relation to any Loan in an Optional Currency:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period equal to or comparable to the Interest Period for that Loan.

“Loan” means a loan made or to be made under the Facility (including a Swingline Loan) or the principal amount outstanding for the time being of that loan.

“Majority Lenders” means:

(a)

until the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregate more than 66²/₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero and there are no Loans outstanding, aggregated more than 66²/₃% of the Total Commitments immediately prior to the reduction); or

(b)

at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66²/₃% of all the Loans then outstanding.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae).

“Margin” means the percentage rate per annum as determined in accordance with Clause 11.5 (Margin).

“Material Adverse Effect” means any effect or circumstance:

(a)

materially adverse to (i) the ability of the Borrower to perform its payment obligations under any Finance Document or (ii) the financial condition of the Group taken as a whole; and/or

(b)

which results in any Finance Document not being legal, valid and binding on, and enforceable substantially in accordance with its terms against the Borrower, in a manner and to an extent reasonably considered by the Majority Lenders to be materially prejudicial to the ability of the Borrower to perform its payment obligations under any Finance Document.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

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

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors’ Services, Inc.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means the audited consolidated financial statements of the Group for the financial year ended 31 December 2003.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Principal Subsidiaries” means, at any time, any fully consolidated Subsidiary of the Borrower

(a)

whose consolidated revenues equal or exceed 5 per cent. of the consolidated revenues of the Group at that time; or

(b)

to which has been transferred (whether by one transaction or a set of transactions, related or not) the whole or substantially the whole of the assets of a Subsidiary of the Borrower which immediately prior to those transactions was a Principal Subsidiary.

For the purposes of paragraph (a) above:

(i)

the consolidated revenues of that Subsidiary shall be ascertained by reference to:

1.

the consolidated revenues of that Subsidiary based upon which the latest unaudited consolidated half-yearly or the latest annual audited consolidated accounts of the Group have been made up, as appropriate; or

2.

if the company becomes a Subsidiary of the Borrower after the end of the financial period to which the latest unaudited consolidated half-yearly or the latest audited consolidated accounts of the Group relate, the latest consolidated accounts of that Subsidiary; and

(ii)

the revenues of the Group shall be ascertained by reference to the latest unaudited consolidated half-yearly or the latest annual consolidated accounts of the Group, as appropriate, adjusted (where appropriate) to reflect the revenues of any Subsidiary subsequently acquired or disposed of.

In the case of paragraph (b) above the disposing Subsidiary will not be a Principal Subsidiary unless it remains or subsequently becomes a Principal Subsidiary by the operation of paragraph (a) or (b) above.

“Project Financing” means any Financial Indebtedness incurred to finance a project which is carried out by any Subsidiary of the Borrower whose liabilities in respect of such Financial Indebtedness are secured by security over the shares of that Subsidiary or over the assets comprised in such project or otherwise subject to recourse to the cash flow from such project.

“Qualifying Lender” has the meaning given to it in Clause 15 (Tax gross-up and indemnities).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

(a)

(if the currency is euro) two TARGET Days before the first day of that period;

(b)

(if the currency is sterling) the first day of that period; or

(c)

(for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations for that currency and period would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Reallocation” means the allocation of increased Commitments to certain Lenders (which have given their prior written consent to the Agent):

(a)

following the cancellation (on or prior to the date of the Amendment Agreement) of the Commitments of those Lenders (the “Declining Lenders”) which did not give their consent to the amendments contained in the Amendment Agreement;

(b)

in an aggregate amount not exceeding the aggregate amount of the Declining Lenders cancelled Commitments; and

(c)

as set out in a revised schedule of Commitments agreed between the Borrower and the Agent on or prior to the date of the Amendment Agreement.

“Reference Banks” means in relation to EURIBOR or EONIA the principal Paris offices of Citibank International plc, Calyon, HSBC CCF and Société Générale and, in relation to LIBOR and Mandatory Cost, the principal office in London of Citibank International plc, Calyon, HSBC

Bank plc and Société Générale or such other banks as may be appointed by the Agent in consultation with Borrower.

“Relevant Interbank Market” means, in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Repeating Representations” means each of the representations set out in Clauses 20.1 (Status) to 20.4 (Power and authority), 20.7 (No default) and 20.12 (No proceedings pending or threatened) to 20.14 (Environmental Laws).

“Rollover Loan” means one or more Loans:

(a)

made or to be made on the same day that one or more maturing Loans is or are due to be repaid;

(b)

the aggregate amount of which is equal to or less than the maturing Loan(s) (unless it is more than the maturing Loan(s) solely because it arose as a result of the operation of Clause 8.2 (Unavailability of a currency));

(c)

in the same currency as the maturing Loan(s) (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)); and

(d)

made or to be made to the Borrower for the purpose of refinancing the maturing Loan(s).

“S&P” means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., a New York corporation.

“Screen Rate” means:

(a)

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period;

(b)

in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

(c)

for EONIA, the Euro Overnight Interest Average rate of the interbank operations on a date, calculated by the European Central Bank and published the day of the transaction at 7 pm (Paris time) by the Federation of Banks of the European Union

 displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Specified Time” means a time determined in accordance with Schedule 6 (Timetables).

“Sterling” or “£” means the lawful currency for the time being of the United Kingdom.

“Subsidiary” means in relation to any company, another company which is controlled by it within the meaning of article L. 233-3 of the French Code de Commerce.

“Supporting Documentation” means in relation to any amount claimed by any Party, a duly itemised statement of account and reasonable supporting evidence as to how the relevant amount is calculated.

“Swingline Commitment” means:

(a)

in relation to a Swingline Lender on the date of this Agreement, the amount in Euro set opposite its name under the heading “Swingline Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Swingline Commitment transferred to it under this Agreement; and

(b)

in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement,

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

“Swingline Facility” means the Euro swingline loan facility made available under this Agreement as described in Clause 7 (Swingline Loans).

“Swingline Lender” means:

(a)

an Original Lender listed in Part II of Schedule 1 (The Original Parties) as a swingline lender; or

(b)

any other person that becomes a Swingline Lender after the date of this Agreement in accordance with Clause 24 (Changes to Lenders),

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

“Swingline Loan” means a loan made or to be made under the Swingline Facility or the principal amount outstanding for the time being of that loan.

“Swiss Franc” or “CHF” means the lawful currency for the time being of Switzerland.

“TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system.

“TARGET Day” means any day on which TARGET is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Total Commitments” means the aggregate of the Commitments, being Euro 1,850,000,000 at the date of this Agreement.

“Transfer Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Transfer Agreement) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

(a)

the proposed Transfer Date specified in the Transfer Agreement; and

(b)

the date on which the Agent executes the Transfer Agreement.

“U.S. Dollars” or “US$” or “$” means the lawful currency for the time being of the United States of America.

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means value added tax.

1.2

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the “Agent”, the “Mandated Lead Arrangers”, any “Finance Party”, any “Lender”, the “Borrower” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

“assets” includes present and future properties, revenues and rights of every description;

(iii)

“corporate reconstruction” includes in relation to any company any contribution of part of its business in consideration of shares (apport partiel d’actifs) and any demerger (scission) implemented in accordance with articles L. 236-1 to L.236-24 of the French Code de Commerce;

(iv)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

(v)

“gross negligence” means “faute lourde”;

(vi)

a “guarantee” includes any “cautionnement”, “aval” and any “garantie” which is independent from the debt to which it relates;

(vii)

“indebtedness” includes any obligation for the payment or repayment of money, whether present or future, actual or contingent;

(viii)

“merger” includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce;

(ix)

a “person” includes any person, firm, company, corporation, government, state or agency of a state or any grouping (whether or not having separate legal personality) or two or more of the foregoing;

(x)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xi)

a provision of law is a reference to that provision as amended or re-enacted;

(xii)

a time of day is a reference to London time;

(xiii)

a “security interest” includes any type of security (sûreté réelle) and transfer by way of security;

(xiv)

“trustee, fiduciary and fiduciary duty” has in each case the meaning given to such term under any applicable law;

(xv)

“wilful misconduct” means “dol”.

(b)

Section, Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

An Event of Default is “continuing” if it has not been waived.

2.

THE FACILITY

2.1

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a multicurrency revolving loan facility (including a swingline facility) with an extension option in an aggregate amount equal to the Total Commitments.

2.2

Finance Parties’ rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several (conjointes et non solidaires). Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.

(c)

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.

PURPOSE

3.1

Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards general corporate purposes including commercial paper backstop. The Facility shall replace the Existing Facility.

3.2

Monitoring

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

4.

CONDITIONS PRECEDENT

4.1

Initial conditions precedent

The obligations of each Lender under the Finance Documents are subject to the condition precedent that, and no Utilisation Request may be delivered until, the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent acting reasonably. The Agent shall promptly confirm to the Borrower and the Lenders that it has received such documents as soon as practicable upon receiving them in form and substance satisfactory to it.

4.2

Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

no Event of Default is continuing or would result from the proposed Loan; and

(b)

the Repeating Representations to be made by the Borrower are true in all material respects.

4.3

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Loan if:

(i)

it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan and has been approved by the Agent on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; or

(ii)

it is U.S. Dollars, Sterling, Japanese Yen or Swiss Francs.

4.4

Maximum number of Loans

(a)

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 10 Loans would be outstanding.

(b)

Any Loan made by a single Lender under Clause 8.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

5.

UTILISATION

5.1

Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2

Completion of a Utilisation Request

(a)

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iii)

the proposed Interest Period complies with Clause 12 (Interest Periods); and

(iv)

it specifies the account and bank (which must be in the principal financial centre of the country of the currency of the Utilisation or, in the case of Euro, the principal financial centre of a Participating Member State in which banks are open for general business on that day or London) to which the proceeds of the Utilisation are to be credited.

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b)

 The amount of the proposed Loan must be:

(i)

if the currency selected is the Base Currency, a minimum of Euro 25,000,000 or, if less, the Available Facility; or

(ii)

if the currency selected is U.S. Dollars, Pounds Sterling, Japanese Yen or Swiss Francs a minimum of U.S.$25,000,000, £15,000,000, ¥2,500,000,000 or CHF 32,500,000, as the case may be, or, if less, the Available Facility; and

(iii)

in any event such that its Base Currency Amount is less than or equal to the Available Facility.

5.4

Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b)

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

6.

UTILISATION — SWINGLINE LOANS

6.1

General

(a)

In this Clause and Clause 7 (Swingline Loans):

(i)

“Overall Commitment” of a Lender means:

(A)

its Commitment; or

(B)

in the case of a Swingline Lender which does not have a Commitment, the Commitment of a Lender which is its Affiliate;

(ii)

“Total Swingline Commitments” means the aggregate of the Swingline Commitments, being Euro 250,000,000 at the date of this Agreement and which for the avoidance of doubt are a sub-limit of the Total Commitments; and

(b)

(i)

Clause 5 (Utilisation); 

(ii)

Clause 8 (Optional currencies); 

(iii)

Clause 10.4 (Voluntary prepayment of Loans)

(iv)

Clause 11 (Interest) (except Clause 11.3 (Default Interest), Clause 11.5 (Margin) and Clause 11.6 (Effective Global Rate)); 

(v)

Clause 12 (Interest Periods); and 

(vi)

Clause 13 (Changes to the calculation of interest), 

 do not apply to Swingline Loans.

6.2

Delivery of a Utilisation Request for Swingline Loans

(a)

The Borrower may utilise the Swingline Facility by delivery to the Agent of a duly completed Utilisation Request in the form of Part 1B of Schedule 3 (Utilisation Request — Swingline Loans) not later than the Specified Time (for the avoidance of doubt being 11.00 am on the relevant Utilisation Date).

(b)

Each Utilisation Request relating to a Swingline Loan is irrevocable.

6.3

Completion of a Utilisation Request for Swingline Loans

(a)

A Utilisation Request for a Swingline Loan will only be considered as duly completed if:

(i)

it states that the Loan is a Swingline Loan;

(ii)

the Utilisation Date is a TARGET Day within the Availability Period;

(iii)

the Swingline Loan is denominated in Euro;

(iv)

the proposed Interest Period:

(A)

does not end after the next Final Termination Date to occur after the date of the Utilisation Request for that Swingline Loan, in respect of any Swingline Lender;

(B)

is a period of not more than 10 TARGET Days;

(C)

ends on a TARGET Day; and

(v)

the amount of the requested Swingline Loan is not more than the Available Facility under the Swingline Facility and is a minimum of €20,000,000 or if less the Available Facility under the Swingline Facility.

(b)

Only one Swingline Loan may be requested in each Utilisation Request.

6.4

Swingline Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Loan available through its Facility Office.

(b)

The Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)

no Event of Default is continuing or would result from the proposed Utilisation;

(ii)

the Repeating Representations to be made by the Borrower are true in all material respects.

(c)

The amount of each Swingline Lender’s participation in each Swingline Loan will be equal to the proportion borne by its Available Commitment under the Swingline Facility to the Available Facility under the Swingline Facility immediately prior to making the Swingline Loan, adjusted to take account of any limit applying under Clause 6.5 (Relationship with the Facility).

(d)

The Agent shall notify each Swingline Lender of the amount of each Swingline Loan and its participation in that Swingline Loan by the Specified Time.

6.5

Relationship with the Facility

(a)

This Subclause applies when a Swingline Loan is outstanding or is to be borrowed.

(b)

The Swingline Facility is not independent of the Facility.

(c)

Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Loan to the extent that it would not result in its participation and that of a Lender which is its Affiliate in the Loans exceeding its Overall Commitment.

(d)

Where, but for the operation of paragraph (c) above, the Base Currency Amount of a Lender’s participation and that of a Lender which is its Affiliate in the Loans would have exceeded its Overall Commitment, the excess will be apportioned among the other Lenders participating in the relevant Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Loan is apportioned among the relevant Lenders in a manner consistent with paragraph (c) above.

7.

SWINGLINE LOANS

7.1

Swingline

Subject to the terms of this Agreement, the Swingline Lenders make available to the Borrower a Euro swingline loan facility (as a sub-limit of the Facility) in an aggregate amount equal to the Total Swingline Commitments.

7.2

Purpose

The Borrower shall apply all amounts borrowed by it under the Swingline Facility towards refinancing any maturing note or other instrument. A Swingline Loan may not be applied in repayment or prepayment of another Swingline Loan.

7.3

Repayment

(a)

The Borrower shall repay a Swingline Loan on the last day of its Interest Period.

(b)

(i)

If a Swingline Loan is not repaid on its due date, each Lender must pay to the Agent for the Swingline Lenders an amount calculated as described below within three Business Days of demand by the Agent.

(ii)

The amount (if any) required to be paid by a Lender is its Proportion of the Swingline Loan not repaid less the amount of its participation (or that of a Lender which is its Affiliate), before any adjustment under this Clause 7.3, in the unpaid amount of the Swingline Loan together with any interest accrued and unpaid on that amount from the Utilisation Date of the Swingline Loan to the date of payment by that Lender. If this produces a negative figure for a Lender no amount need be paid by that Lender.

(iii)

The “Proportion” of a Lender means the proportion borne by:

(A)

its Commitment (or, if the Total Commitments are then zero, its Commitment immediately prior to their reduction to zero) less its participation in any outstanding Loans; to

(B)

the Total Commitments (or, if the Total Commitments are then zero, the Total Commitments immediately prior to their reduction to zero) less any outstanding Loans.

(iv)

Each Lender’s obligations under this paragraph (b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of an Event of Default.

(v)

Each payment by a Lender under this paragraph (b) shall be made without any deduction or withholding (except for a Tax Deduction required by law) and without (and free and clear of any deduction for) set-off or counterclaim.

(vi)

On a payment under this paragraph, the paying Lender will be subrogated to the rights of the Swingline Lenders which have shared in the payment received.

(vii)

If and to the extent the paying Lender is not able to rely on its rights under sub-paragraph (vi) above, the Borrower shall be liable to the paying Lender for a debt equal to the amount the paying Lender has paid under this paragraph and the Borrower’s liability to the Swingline Lenders will be reduced accordingly.

(viii)

Any payment under this paragraph does not reduce the obligations in aggregate of the Borrower.

7.4

Voluntary Prepayment of Swingline Loans

(a)

The Borrower may prepay at any time the whole of that Swingline Loan.

(b)

Unless a contrary indication appears in this Agreement, any part of the Swingline Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

7.5

Interest

(a)

The interest rate of each Swingline Loan for each day during its Interest Period is the rate per annum on that day which is the sum of:

(A)

the Margin plus 0.075% per annum;

(B)

EONIA at 7pm on that day; and

(C)

Mandatory Costs.

(b)

If a day during the Interest Period is not a TARGET Day, the interest rate applicable for that day of the Interest Period will be the rate applicable on the previous TARGET Day.

(c)

Unless provided otherwise, the Borrower must pay the interest due in relation to each Swingline Loan on the last day of its Interest Period and the Agent shall notify the Borrower by 10.00am on that day of the amount of interest due.

7.6

Interest Period

(a)

Each Swingline Loan has one Interest Period only.

(b)

The Interest Period for a Swingline Loan must be selected in the relevant Utilisation Request (as described in Clause 6.3 (Completion of a Utilisation Request for Swingline Loans).

7.7

Swingline Agent

(a)

The Agent may perform its duties in respect of the Swingline Facility through an Affiliate acting as its agent.

(b)

Notwithstanding any other term of this Agreement and without limiting the liability of the Borrower under the Finance Documents, each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) pay to or indemnify the Agent, within three Business Days of demand, for or against any cost, loss or liability incurred by the Agent or its Affiliate (other than by reason of the Agent’s or the Affiliate’s gross negligence or wilful misconduct) in acting as Agent for the Swingline Facility under the Finance Documents (unless the Agent or its Affiliate has been reimbursed by the Borrower pursuant to a Finance Document).

7.8

Conditions of assignment or transfer

Notwithstanding any other term of this Agreement, each Swingline Lender shall ensure that at all times its Overall Commitment is not less than:

(a)

its Swingline Commitment; or

(b)

if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.

8.

OPTIONAL CURRENCIES

8.1

Selection of currency

The Borrower shall select the currency of a Loan in the Utilisation Request.

8.2

Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a)

a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b)

a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

8.3

Participation in a Loan

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

9.

REPAYMENT

The Borrower shall repay each Loan on the last day of its Interest Period.

10.

PREPAYMENT AND CANCELLATION

10.1

Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a)

that Lender shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c)

the Borrower shall without Break Costs repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

10.2

Change of control

(a)

If any person or group of persons acting in concert gains control of the Borrower, the Facility shall be cancelled and all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents will become immediately due and payable.

(b)

If any person or group of persons acting in concert gains control of the Borrower (as described in paragraph (a) above) the Borrower shall promptly notify the Agent upon becoming aware of such circumstances.

(c)

For the purpose of paragraph (a) above “control” has the meaning given in article L. 233-3 of the French Code de Commerce.

(d)

For the purpose of paragraph (a) above “acting in concert” has the meaning given in article L. 233-10 of the French Code de Commerce.

10.3

Voluntary cancellation

The Borrower may, if it gives the Agent not less than 5 Business Days’ prior notice, cancel the whole or any part (being a minimum amount of Euro 10,000,000) of the Available Facility. Any cancellation under this Clause 10.3 shall reduce the Commitments of the Lenders rateably.

10.4

Voluntary prepayment of Loans

The Borrower may, if it gives the Agent not less than 5 Business Days’ prior notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount and integral multiples of Euro 10,000,000).

10.5

Right of repayment and cancellation in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 15.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from the Borrower under Clause 15.3 (Tax indemnity) or Clause 16.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.

(b)

On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in each Loan.

10.6

Mandatory prepayment and cancellation in relation to a single Lender

If it becomes unlawful for the Borrower to perform any of its obligations to any Lender under paragraph (c) of Clause 15.2 (Tax gross-up):

(a)

the Borrower shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying that Lender, its Commitment will be immediately cancelled; and

(c)

that Borrower shall repay that Lender’s participation in the Loans on the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above or, if earlier, the date specified by the Borrower in a notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

10.7

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs if applicable, without premium or penalty.

(c)

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

(d)

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)

If the Agent receives a notice under this Clause 10 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

11.

INTEREST

11.1

Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)

Margin;

(b)

EURIBOR or, in relation to any Loan in an Optional Currency, LIBOR; and

(c)

Mandatory Cost, if any.

11.2

Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

11.3

Default interest