Preview | Facility Agreement |

CONFORMED COPY

CONTENTS


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

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CONFORMED COPY


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

THE SCHEDULES


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

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EXECUTION VERSION

THIS AGREEMENT is dated 29 October 2004 and made between:

(1)		LAFARGE S.A., a company registered in Paris, France with Commerce Registry Number B 542 105 572 (the Borrower);

(2)		The Royal Bank of Scotland plc, Socit Gnrale, 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)).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

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.

		Agents Spot Rate of Exchange means the Agents 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 Lenders 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 Lenders participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

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		Available Facility means the aggregate for the time being of each Lenders 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 Agents 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.

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		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 Borrowers 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.

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		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.

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		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

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