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Bridge Facility Agreement

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Title:

Bridge Facility Agreement

Entities:

ABN AMRO Bank N.V.; Citibank, NA; Goldman Sachs Credit Partners LP; Goldman Sachs International; Ispat International NV; McGraw-Hill Companies Inc.; Morgan Stanley Senior Funding Inc.

Date:

2006

Size:

Preview shows 33KB of 254KB total

Price:

$97

ID:

#1709715

► Loans ► Facility ► Bridge Facility Agreements
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► Commodities ► Iron & Steel
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BRIDGE FACILITY AGREEMENT

DATED 23 May 2006

RELATING TO

?2,800,000,000

CREDIT FACILITY

FOR

MITTAL STEEL COMPANY N.V.

WITH

CITIGROUP GLOBAL MARKETS LIMITED

COMMERZBANK AKTIENGESELLSCHAFT

CREDIT SUISSE

GOLDMAN SACHS INTERNATIONAL

HSBC BANK PLC

SOCI?T? G?N?RALE CORPORATE & INVESTMENT BANKING

as Mandated Lead Arrangers and Bookrunners

WITH

HSBC BANK PLC

as Facility Agent

AND

CO?PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

as the Issuing Bank

LOGO

5 Old Broad Street

London EC2N 1DW

TABLE OF CONTENTS


		Page
1.	INTERPRETATION	1
2.	FACILITY	15
3.	PURPOSE	16
4.	CONDITIONS PRECEDENT	16
5.	UTILISATION	18
6.	OPTIONAL CURRENCIES	27
7.	REPAYMENT	29
8.	PREPAYMENT AND CANCELLATION	29
9.	INTEREST	36
10.	TERMS	38
11.	MARKET DISRUPTION	39
12.	TAXES	40
13.	INCREASED COSTS	42
14.	MITIGATION	42
15.	PAYMENTS	43
16.	GUARANTEE AND INDEMNITY	45
17.	REPRESENTATIONS	48
18.	INFORMATION COVENANTS	52
19.	FINANCIAL COVENANTS	55
20.	GENERAL COVENANTS	59
21.	DEFAULT	66
22.	THE ADMINISTRATIVE PARTIES	70
23.	EVIDENCE AND CALCULATIONS	75
24.	FEES	75
25.	INDEMNITIES AND BREAK COSTS	76
26.	EXPENSES	77
27.	AMENDMENTS AND WAIVERS	78
28.	CHANGES TO THE PARTIES	79
29.	DISCLOSURE OF INFORMATION	84
30.	SET-OFF	85
31.	PRO RATA SHARING	85
32.	SEVERABILITY	86
33.	COUNTERPARTS	86
34.	NOTICES	86
35.	LANGUAGE	88
36.	GOVERNING LAW	88
37.	ENFORCEMENT	88
38.	COMPLETE AGREEMENT	89
SCHEDULE 1 ORIGINAL PARTIES		90
SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS		91
SCHEDULE 3 FORM OF REQUESTS		93
SCHEDULE 4 CALCULATION OF THE MANDATORY COST		95
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE		98
SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE		100
SCHEDULE 7 FORM OF MARGIN CERTIFICATE		101
SCHEDULE 8 FORM OF ACCESSION AGREEMENT		102
SCHEDULE 9 FORM OF RESIGNATION REQUEST		103
SCHEDULE 10 form of spanish aval		104
SCHEDULE 11 form of belgian aval		106

THIS AGREEMENT DATED 23 May 2006.

BETWEEN:

(1)

MITTAL STEEL COMPANY N.V., a company incorporated in The Netherlands with registered number 24275428 (the Company);

(2)

CITIGROUP GLOBAL MARKETS LIMITED, GOLDMAN SACHS INTERNATIONAL, SOCI?T? G?N?RALE CORPORATE & INVESTMENT BANKING, COMMERZBANK AKTIENGESELLSCHAFT, CREDIT SUISSE and HSBC BANK PLC as mandated lead arrangers (in this capacity the Mandated Lead Arrangers);

(3)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as original lenders (the Original Lenders);

(4)

CO?PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. as the Issuing bank (as the Issuing Bank); and

(5)

HSBC BANK PLC as facility agent (in this capacity the Facility Agent).

IT IS AGREED as follows:

1.	INTERPRETATION

1.1

Definitions

In this Agreement:

Accepted Shares means the Shares declared in a Result Notice as having been the subject of acceptance by the shareholders of the Target, which are to be acquired by the Company in accordance with the terms of the Offer Document.

Accession Agreement means a letter, substantially in the form of Schedule 8 (Form of Accession Agreement), with such amendments as the Facility Agent and the Company may agree.

Acquisition means the acquisition or proposed acquisition by the Borrower or any other member of the Group of the Shares, in accordance with the Offer.

Acquisition Costs means the costs, fees and expenses (and taxes thereon) incurred by the Company in connection with the Acquisition.

Acquisition Payment means a payment on a Settlement Date to the Settlement Account of the amount required to be paid by way of cash consideration for the Accepted Shares to that Settlement Account on that Settlement Date.

Additional Borrower means a member of the Group which becomes a Borrower after the date of this Agreement in accordance with Clause 28.8 (Additional Borrowers).

Administrative Party means a Mandated Lead Arranger or the Facility Agent.

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

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