6,000,000,000 CREDIT FACILITIES AGREEMENT

Transcription

1 6,000,000,000 CREDIT FACILITIES AGREEMENT 4 MAY 2012 GDF SUEZ S.A. and ELECTRABEL SA/NV as Borrowers arranged by BANC OF AMERICA SECURITIES LIMITED BANCO BILBAO VIZCAYA ARGENTARIA S.A., acting through its PARIS BRANCH BANCO SANTANDER, S.A. THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. BNP PARIBAS SA CITIGROUP GLOBAL MARKETS LIMITED CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHE BANK AG, LONDON BRANCH FORTIS BANK SA/NV HSBC FRANCE ING BELGIUM S.A., SUCCURSALE EN FRANCE J.P. MORGAN LIMITED MIZUHO CORPORATE BANK, LTD. NATIXIS THE ROYAL BANK OF SCOTLAND PLC UNICREDIT BANK AG with BNP PARIBAS as Facility Agent Allen & Overy LLP PA:

2 CONTENTS Clause Page 1. Definitions and interpretation The Facilities Purpose Conditions of Utilisation Utilisation Repayment of Loans Prepayment and Cancellation Interest Interest Periods Changes to the calculation of interest Break Costs Fees Tax gross-up and Indemnities Increased Costs Other Indemnities Mitigation by the Lenders Costs and Expenses Representations Information Undertakings General Undertakings Events of Default Changes to the Lenders Changes to the Obligors Role of the Facility Agent and the Mandated Lead Arrangers Conduct of Business by the Finance Parties Sharing among the Finance Parties Payment Mechanics Set-Off Notices Calculations and Certificates Partial Invalidity Remedies and Waivers Amendments and Waivers Replacement of a Defaulting Lender Confidentiality Governing Law Enforcement...81 Schedule 1. The Original Lenders Conditions Precedent...86 Part 1 Conditions Precedent to Signing Date...86 Part 2 Conditions Precedent to First Utilisation...87 Part 3 Conditions Precedent to first Utilisation by Electrabel Utilisation Request Selection Notice Mandatory Cost Formulae Form of Transfer Agreement PA:

3 7. Timetable Alternative Reference Banks Form of Increase Confirmation Form of Tax Status Certificate SIGNATORIES PA:

4 THIS AGREEMENT is made on 4 May 2012 BETWEEN: (1) GDF SUEZ S.A., a société anonyme established under the laws of France and having its principal office at Place Samuel de Champlain, Courbevoie, Enterprise Number (as the Guarantor and the Company); (2) ELECTRABEL SA/NV, a naamloze vennootschap/société anonyme established under the laws of Belgium and having its principal office at Boulevard Simon Bolivar 34, 1000 Brussels, registered with the Crossroads Bank of Enterprises (Banque-Carrefour des Entreprises/Kruispuntbank voor Ondemeningen) under number (Electrabel); (3) BANC OF AMERICA SECURITIES LIMITED, BANCO BILBAO VIZCAYA ARGENTARIA S.A., acting through its PARIS BRANCH, BANCO SANTANDER, S.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BNP PARIBAS SA, CITIGROUP GLOBAL MARKETS LIMITED, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DEUTSCHE BANK AG, LONDON BRANCH, FORTIS BANK SA/NV, HSBC FRANCE, ING BELGIUM S.A., SUCCURSALE EN FRANCE, J.P. MORGAN LIMITED, MIZUHO CORPORATE BANK, LTD., NATIXIS, THE ROYAL BANK OF SCOTLAND PLC, UNICREDIT BANK AG (whether acting individually or together, the Bookrunners); (4) BANC OF AMERICA SECURITIES LIMITED, BANCO BILBAO VIZCAYA ARGENTARIA S.A., acting through its PARIS BRANCH, BANCO SANTANDER, S.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BNP PARIBAS SA, CITIGROUP GLOBAL MARKETS LIMITED, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DEUTSCHE BANK AG, LONDON BRANCH, FORTIS BANK SA/NV, HSBC FRANCE, ING BELGIUM S.A., SUCCURSALE EN FRANCE, J.P. MORGAN LIMITED, MIZUHO CORPORATE BANK, LTD., NATIXIS, THE ROYAL BANK OF SCOTLAND PLC, UNICREDIT BANK AG (whether acting individually or together, the Mandated Lead Arrangers); (5) The FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the Original Lenders); and (6) BNP Paribas as agent of the Mandated Lead Arrangers, the Bookrunners and the Lenders (the Facility Agent). IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A+ or higher by Standard and Poor's or Fitch Ratings Ltd or A1 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency PA:

5 Acquisition means the acquisition by Electrabel pursuant to the Scheme (or should Electrabel elect, by means of a takeover offer) of the entire issued and to be issued share capital of the Target not already owned directly or indirectly by the Company on the terms and subject to the conditions set out in the Scheme Document and subject to any subsequent revision, variation extension or renewal thereof. Additional Cost Rate has the meaning given to it in Schedule 5 (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. Such term shall: when referring to The Royal Bank of Scotland plc, not include: the UK government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof); or any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiary or subsidiary undertakings; when referring to Crédit Agricole Corporate and Investment Bank, also include any Caisse Régionale du Crédit Agricole Mutuel or LCL (Le Crédit Lyonnais); and when referring to Natixis, also include any member of the BPCE group and notably any member of the Banque Populaire Group, Caisse d Epargne Group and Banque Palatine. Agency Fee Letter means any letter dated on or about the Signing Date between the Facility Agent and the Company and setting out the fees referred to in Clause 11.4 (Agency fees). Alternative Market Disruption Event has the meaning given to that term in Clause 10.2 (Market disruption). Alternative Reference Bank Rate has the meaning given to that term in Clause 10.3 (Alternative Reference Bank Rate). Alternative Reference Banks means the banks listed in Schedule 8 (Alternative Reference Banks) or such other banks as may be appointed by the Facility Agent (acting upon the instructions of the Majority Lenders) in consultation with the Company. Applicable GAAP means generally accepted accounting principles, standards and practices in France under the Plan Comptable Général and French commercial Code (Code de commerce) in relation to the Company and in Belgium in relation to Electrabel, or those of the applicable jurisdiction of the relevant entity from time to time (including, if applicable, the International Financial Reporting Standard). Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. Availability Period means the period from and including the Scheme Effective Date to the earlier of: the date falling four Months after the Scheme Effective Date; the date on which the Scheme lapses or is withdrawn or the competent court refuses to sanction the Scheme or rejects it; and PA:

6 the date falling seven Months after the Signing Date. Available Commitment means, in relation to a Facility, at any time, a Lender's Commitment under that Facility, minus: the amount of its participation in any outstanding Loans under that Facility; and in relation to any proposed Utilisations, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date. Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility. Base Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Base Reference Banks as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period. Base Reference Banks means the principal Paris offices of BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, Natixis and Société Générale, or such other banks as may be appointed by the Facility Agent (as the case may be) in consultation with the Company. Belgian Borrower means Electrabel. Borrowers means Electrabel and the Company. Break Costs means the present value of the amount (if any) by which: the interest (excluding that attributable to the Margin and the Mandatory Cost) which the relevant Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds: the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market (it being understood that the amount of each such interest to be obtained in respect of such principal amount or Unpaid Sum will be deemed to be at least equal to EURIBOR minus 15 basis points) for a period starting on the Business Day of receipt or recovery and ending on the last day of the current Interest Period. Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Brussels, Paris and London and, in relation to any date for payment, which is a TARGET Day. Certain Funds Default means an Event of Default arising under or in connection with: Clause 20.1 (Non-payment); PA:

7 Clause 20.2 (Other Obligations) as it relates to: (iii) Clause 19.3 (Negative Pledge); Clause 19.5 (Merger); or Paragraphs to (d) of Clause 19.8 (The Scheme); Clause 20.3 (Misrepresentation) as it relates to: (iii) (iv) (v) (vi) (vii) Clause 17.1 (Status); Clause 17.2 (Binding obligations); paragraphs and of Clause 17.3 (Non-conflict with other obligations); paragraph of Clause 17.3 (Non-conflict with other obligations) but only to the extent the circumstances giving rise to the misrepresentation could reasonably be expected to have a Material Adverse Effect; Clause 17.4 (Power and authority); Clause 17.5 (Validity and admissibility in evidence); or Clause (Pari passu ranking); (d) (e) (f) Clause 20.5 (Insolvency); Clause 20.6 (Insolvency Proceedings); or Clause 20.8 (Unlawfulness). Code means the 'City Code on Takeovers and Mergers'. Commitment means a Facility A Commitment or a Facility B Commitment. Confidential Information means all information relating to the Company, any Obligor, the Group, the Finance Documents, the Mandate Letter or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either: any member of the Group or any of its advisers; or another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 34 (Confidentiality); or PA:

8 (iii) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs or above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and the Facility Agent. Convertible Bonds means: the USD 228,262, per cent. convertible bonds due 2023 issued by IP Jersey on 20 August 2003; the EUR 230,000, per cent. convertible bonds due 2013 issued by IP Finance II on 20 July 2006; and the EUR 700,000, per cent. convertible bonds due 2015 issued by IP Finance III on 2 June 2008, which are in each case convertible into Scheme Shares only. Court Orders means an order or orders of the High Court of Justice in England and Wales: sanctioning the Scheme under section 899 of the Companies Act 2006; and confirming the reduction of share capital of the Target under section 648 of the Companies Act Court Meeting means the meeting of the Scheme Shareholders to be convened pursuant to an order of the High Court of Justice in England and Wales under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof. Default means an Event of Default or any event or circumstance specified in Clause 20 (Events of Default) which will (following the expiry of any grace period, the giving of notice, the making of any determination under this Agreement or any combination of any of the foregoing) be an Event of Default, provided that no such event or circumstance which requires the determination of materiality so as to be an Event of Default shall be a default unless that determination of materiality has been made. Defaulting Lender means a Lender: which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan; or with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph above: its failure to pay is caused by: (A) administrative or technical error; or PA:

9 (B) a Disruption Event; and payment is made within three Business Days of its due date; or the Lender is disputing in good faith whether it is contractually obliged to make the payment in question. Disposal means a sale, transfer or other disposal (including by way of lease or loan) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time. Disruption Event means either or both of: a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party: from performing its payment obligations under the Finance Documents; or from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted. Excluded Shares means any IP Shares beneficially owned by and/or registered in the name of Electrabel or any Subsidiary of the Company immediately prior to the Scheme Record Time. EURIBOR means, in relation to a Loan in euro: the applicable Screen Rate; or if no Screen Rate is available for the Interest Period of that Loan, the Base Reference Bank Rate, as of the Specified Time on the Quotation Day for euro for a period comparable to the Interest Period of the relevant Loan (and if the resulting rate is below zero, EURIBOR shall be deemed to be zero). Euro, euro or means the single currency of the Participating Member States. Event of Default means any event or circumstance specified as such in Clause 20 (Events of Default). Extension Option means, in relation to a Facility, the option to extend the Final Maturity Date applicable to that Facility as described in Clause 6.2 (Extension). Facility means Facility A or Facility B PA:

10 Facility A means the term loan facility described in paragraph of Clause 2.1 (The Facilities). Facility A Commitment means: in relation to an Original Lender, the amount set opposite its name under the heading Facility A Commitment in Schedule 1 (The Original Lenders) and the amount of any other Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase), to the extent not cancelled, reduced or transferred by it under this Agreement. Facility A Extended Final Maturity Date has the meaning given to it in Clause 6.2 (Extension). Facility A Lender means a Lender having Facility A Commitment. Facility A Loan means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan. Facility A Repayment Date means the Final Maturity Date applicable to Facility A. Facility Agent's Spot Rate of Exchange means the Facility Agent's spot rate of exchange for the purchase of the relevant currency with euro in the Paris foreign exchange market at or about a.m. on a particular day. Facility B means the term loan facility described in paragraph of Clause 2.1 (The Facilities). Facility B Commitment means: in relation to an Original Lender, the amount set opposite its name under the heading Facility B Commitment in Schedule 1 (The Original Lenders) and the amount of any other Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase), to the extent not cancelled, reduced or transferred by it under this Agreement. Facility B Lender means a Lender having Facility B Commitment. Facility B Loan means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan. Facility B Repayment Date means the Final Maturity Date applicable to Facility B. Facility B First Extended Final Maturity Date has the meaning given to it in Clause 6.2 (Extension). Facility B Second Extended Final Maturity Date has the meaning given to it in Clause 6.2 (Extension) PA:

11 Facility Office means the office or offices notified by the Original Lenders to the Company in writing on or before the Signing Date or, in the case of any other Lender, on or before the date it becomes a Lender (or, in either case, 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, provided that a Lender shall not nominate more than two Facility Offices unless it is necessary in order to receive payments due to it without withholding or deduction of or on account of Tax or to benefit from the provisions of Clause 12 (Tax gross-up and Indemnities). Fee Letter means the Upfront Fee Letter and the Agency Fee Letter. Final Maturity Date means: in relation to Facility A, the date which is one year after the Signing Date or, as the case may be, the Facility A Extended Final Maturity Date; and in relation to Facility B, the date which is one year after the Signing Date or, as the case may be, the Facility B First Extended Final Maturity Date or the Facility B Second Extended Final Maturity Date, provided that, if a Final Maturity Date would otherwise fall on a date which is not a Business Day, it shall fall on the immediately preceding Business Day. Finance Document means this Agreement, any Fee Letter, any Guarantee and any other document designated as such by the Facility Agent and the Company. Finance Party means the Facility Agent, the Mandated Lead Arrangers, the Bookrunners or a Lender. Financial Indebtedness means: Indebtedness for Borrowed Money; and any indebtedness for or in respect of any interest rate swap, currency swap, forward foreign exchange transaction, cap, floor, collar or option transaction or any other derivative transaction or any combination thereof or any other transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (the amount of that indebtedness in relation to any such transaction being calculated by reference to the markto-market valuation of such transaction at the relevant time), but excluding any Financial Indebtedness arising under such transactions between members of the Group. General Meeting the general meeting of shareholders of the Target (including any adjournment thereof) to be convened in connection with the Scheme. GBP means the single currency of the United Kingdom. Group means the Company and each of its Subsidiaries for the time being. Group Guarantee means a guarantee from any Obligor, the purpose of which is to secure any Financial Indebtedness, provided that the amount of such Financial Indebtedness guaranteed by such Group Guarantee exceeds 15,000, PA:

12 Guarantee means the autonomous guarantee (garantie autonome) granted by the Guarantor in favour of the Facility Agent and the Finance Parties under the French law English language independent guarantee agreement dated on or about the Signing Date between, amongst others, the Company as guarantor and the Facility Agent and any New Guarantee following the exercise by the Company of any extension option in accordance with Clause 6.2 (Extension). Holders of Scheme Shares means the registered holders of Scheme Shares at the Scheme Record Time. Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. Impaired Agent means the Facility Agent at any time when: it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment; (if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph or of the definition of Defaulting Lender; or an Insolvency Event has occurred and is continuing with respect to the Facility Agent unless, in the case of paragraph above: its failure to pay is caused by: (A) (B) administrative or technical error; or a Disruption Event; and payment is made within three Business Days of its due date; or the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question. Increase Confirmation means a confirmation substantially in the form set out in Schedule 9 (Form of Increase Confirmation). Increase Lender has the meaning given to that term in Clause 2.2 (Increase). Indebtedness for Borrowed Money means any indebtedness for or in respect of: (d) moneys borrowed; any amount raised by acceptance under any acceptance credit facility; any amount raised pursuant to any note purchase facility or the issue of bonds (other than performance bonds), notes, debentures, loan stock or any similar instrument in the nature of a borrowing; the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with relevant Applicable GAAP, be treated as a finance or capital lease; PA:

13 (e) (f) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); any amount raised under any other transaction (including any forward sale or purchase agreement) having, in accordance with relevant Applicable GAAP, the primary (rather than incidental) commercial effect of a borrowing, but so that where the amount of Indebtedness for Borrowed Money falls to be calculated: (iii) Indebtedness for Borrowed Money owed by an Obligor to another member of the Group shall be excluded; no amount shall be taken into account more than once in any calculation; and where an amount required to be taken into account on a particular day is denominated or payable in a currency other than euro, that amount shall be converted into euro at the Facility Agent's Spot Rate of Exchange on that day. Insolvency Event in relation to a Finance Party means that the Finance Party: (d) (e) is dissolved (other than pursuant to a consolidation, amalgamation or merger); becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; makes a general assignment, arrangement or composition with or for the benefit of its creditors; institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or other official; has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above; and: results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (f) (g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; PA:

14 (h) (j) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs to above; or takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence, in any of the foregoing acts. Interest Period means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest). IP Finance II means IP Finance (Jersey) II Limited. IP Finance III means IP Finance (Jersey) III Limited. IP Jersey means IP (Jersey) Limited. IP Shares means the existing unconditionally allotted or issued and fully paid ordinary shares of 50 pence each in the capital of the Target and any further ordinary shares which are unconditionally allotted or issued before the Scheme Effective Date. Legal Reservations means the qualifications and reservations as to matters of law referred to in any legal opinion delivered pursuant to the terms of this Agreement. Lender means: any Original Lender; and any bank or financial institution which has become a Party in accordance with Clause 2.2 (Increase) or Clause 21 (Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. LMA means the Loan Market Association. Loan means a Facility A Loan or a Facility B Loan. Majority Lenders means: if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 2 / 3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2 / 3 per cent. of the Total Commitments immediately prior to the reduction); or at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 2 / 3 per cent. of all the Loans then outstanding PA:

15 Mandate Letter means the mandate letter dated 25 April 2012 between, amongst others, the Mandated Lead Arrangers and the Company, and the term sheet attached thereto. Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 5 (Mandatory Cost Formulae). Margin means: in respect of Facility A, an initial margin of 0.50 per cent. per annum, to be adjusted on the dates and to the amounts set out in the table below: Date Margin (per cent. per annum) Signing Date (T) + 6 Months 0.65 T + 9 Months 0.90 T + 12 Months 1.15 T + 15 Months 1.40 T + 18 Months 1.50 in respect of Facility B, an initial margin of 0.50 per cent. per annum, to be adjusted on the dates and to the amounts set out in the table below: Date Margin (per cent. per annum) Signing Date (T) + 6 Months 0.65 T + 1 year 0.80 T + 2 years 1.20 Any adjustment to the Margin applicable to Facility A or Facility B shall take effect as from the dates set out in the tables above. Material Adverse Change means any event or series of events which could reasonably be expected to have a Material Adverse Effect. Material Adverse Effect means a material adverse effect on the ability of an Obligor to perform its obligations under the Finance Documents. 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: 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 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 PA:

16 The above rules will only apply to the last Month of any period. Moody's means Moody's Investors Service Limited or any successor to its ratings business. Non-Cooperative Jurisdiction means a non-cooperative State or territory (Etat ou territoire non-coopératif) as mentioned in the list published pursuant to article A of the French Code général des impôts (French tax code) or any successor provision from time to time, as such list may be amended from time to time, or a tax haven country, a low-tax jurisdiction or a noncooperative jurisdiction, within the meaning of Article 307 of the Belgian Income Tax Code 1992 or any successor provision from time to time. Obligor means a Borrower or the Guarantor. Original Financial Statements means the audited consolidated financial statements of the Company for the financial year ended 31 December Panel means the Panel on Takeovers and Mergers. Participating Member State means any member state of the European Union 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. Project Financing means any financing of the acquisition, construction or development of any property in connection with a project if the person or persons providing such financing agrees to look to the property financed and the revenues to be generated by the use, exploitation, operation of or loss of or damage to, such property as a principal source of repayment for the moneys advanced. Qualifying Lender means in respect of any interest payment made under the Finance Documents by the Belgian Borrower, a Lender which is, on the date a payment falls due, beneficially entitled to interest payable to that Lender in respect of a Loan under a Finance Document and is: (iii) a company with its head office in Belgium or acting through an establishment situated in Belgium with which its participation in the Loan is effectively connected; or a credit institution within the meaning of article 107, 2, 5, a), second dash of the Royal Decree implementing the Belgian Income Tax Code, that is acting through its head office and is resident for tax purposes in a country with which Belgium has entered into a double taxation agreement that is in force (irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by Belgium) or in a country which is a member state of the European Economic Area; or a credit institution within the meaning of article 107, 2, 5, a), second dash of the Royal Decree implementing the Belgian Income Tax Code, that is acting through a permanent establishment which itself qualifies as a credit institution within the meaning of the aforementioned article 107, 2, 5, a) second dash and is located in a country with which Belgium has entered into a double taxation agreement that is in force (irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by PA:

17 Belgium) or in a country which is a member state of the European Economic Area; or (iv) a Treaty Lender; and in respect of any payment made under the Finance Documents by the Company, a Lender which is, on the date a payment falls due, beneficially entitled to interest payable to that Lender in respect of a Loan under a Finance Document and: fulfils the conditions imposed by French Law in order for a payment not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or is a Treaty Lender. Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period, unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations 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). Reduction Court Hearing means the hearing of the High Court of Justice of England and Wales to confirm the capital reduction of the Target under Section 648 of the Companies Act of Relevant Extension Date means in respect of any extension pursuant to paragraph of Clause 6.2 (Extension), the First Anniversary, in respect of any extension pursuant to paragraph of Clause 6.2 (Extension) the First Anniversary, and (iii) in respect of any extension pursuant to paragraph (d) of Clause 6.2 (Extension) the Second Anniversary. Relevant Interbank Market means the European interbank market. Repeating Representations means each of the representations set out Clause 17.1 (Status) to Clause 17.6 (Governing law and enforcement), Clause 17.9 (No Default), Clause (Pari passu ranking) and Clause (No proceedings pending or threatened). Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. Scheme means the proposed scheme of arrangement under section 899 of the Companies Act 2006 between the Target and the Target's shareholders pursuant to which Electrabel will acquire the entire issued and to be issued share capital of the Target, not already owned directly or indirectly by the Company, substantially on the terms set out in the Scheme Document and subject to modification, reduction, addition or condition approved or imposed by the High Court of Justice in England and Wales. Scheme Acquisition Documents means the Scheme Document, the Scheme Press Release and any other document issued by or on behalf of Electrabel to holders of Scheme Shares in relation to the Acquisition. Scheme Costs means all costs, fees and expenses (and Taxes on them) and all stamp duty, registration and other similar Taxes incurred by or on behalf of the Borrowers in connection with the Scheme, the Scheme Acquisition Documents or the financing of the Scheme and/or in connection with the acquisition of any ordinary shares resulting from the conversion of the Convertible Bonds or exercise of share options following the Scheme Effective Date PA:

18 Scheme Document means the document to be sent to the shareholders of the Target and persons with information rights containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting and the proxy forms in respect of the Court Meeting and the General Meeting. Scheme Effective Date means the date that an office copy of the Court Orders is registered by the Registrar of Companies for England and Wales. Scheme Press Release means the public announcement made in respect of the Scheme on 16 April 2012 pursuant to rule 2.7 of the Code. Scheme Record Time means 6:00 pm on the Business Day prior to the Reduction Court Hearing. Scheme Shares means the IP Shares in issue at the date of the Scheme Document, issued after the date of the Scheme Document and prior to the Voting Record Time (if any) and (iii) if any, issued at or after the Voting Record Time and on or prior to the Scheme Record Time either on the terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case excluding the Excluded Shares. Screen Rate means the percentage rate per annum as shown on Reuters page EURIBOR01 for the relevant period. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Company. If the relevant period does not exist on the agreed page, the Facility Agent will determine the percentage rate per annum applicable to the relevant period by interpolating on a straight line basis the two following percentage rates per annum: the percentage per annum shown on the agreed page for a period of duration immediately shorter than the relevant period (but in any case not shorter by more than 1 month) and the percentage per annum shown on the agreed page for the period of duration immediately longer than the relevant period (but in any case not longer by more than 1 month). If the Facility Agent reasonably determines after consultation with the Company that such interpolation cannot be performed or does not provide an adequate rate for the relevant period, the Facility Agent may use the Base Reference Bank Rate as described in paragraph of the definition of EURIBOR. For the purposes of Clause 10.2 (Market disruption) any reference to the Screen Rate not being available shall mean the rate to be calculated in accordance with the first four sentences not being available. 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. Selection Notice means a notice substantially in the form set out in Schedule 4 (Selection Notice) given in accordance with Clause 9 (Interest Periods). Signing Date means the date of this Agreement. Specified Time means a time determined in accordance with Schedule 7 (Timetable). Standard and Poor's means Standard and Poor's Rating Services, a division of the McGraw-Hill Companies Inc. or any successor to its ratings business. Subsidiary means, in relation to a company (other than the Company), another company which is directly or indirectly controlled by it within the meaning of Article L of the French Commercial code and in relation to the Company, any entity which is consolidated by the full consolidation method in accordance with Applicable GAAP with the Company PA:

19 Suez Environnement means SUEZ ENVIRONNEMENT COMPANY a société anonyme incorporated under the laws of France under registration number (RCS Nanterre) Target means International Power plc a company incorporated under the laws of England and with registration number TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro. TARGET2 means Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 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). Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document. Tax Status Certificate means a certificate issued by a Lender in the form set out in Schedule 10 (Form of Tax Status Certificate). Third Party means any person which is not a member of the Group. Total Assets means, at any Year-End Date, the total consolidated assets of the Company, as determined from the Company's consolidated financial statements most recently delivered in accordance with Clause 18.1 (Financial statements) of this Agreement and calculated in accordance with the principles followed for preparation of such financial statements. Total Commitments means the Total Facility A Commitments and the Total Facility B Commitments. Total Facility A Commitments means the total amount of the Commitments of all of the Facility A Lenders which, at the Signing Date, is 4,000,000,000. Total Facility B Commitments means the total amount of the Commitments of all the Facility B Lenders which, at the Signing Date, is 2,000,000,000. Transfer Agreement means an agreement substantially in the form set out in Schedule 6 (Form of Transfer Agreement) or any other form agreed between the Facility Agent and the Company. Transfer Date means, in relation to an assignment or transfer, the later of: the proposed Transfer Date specified in the relevant Transfer Agreement; and the date on which the Facility Agent executes the relevant Transfer Agreement. Treaty Lender means a Lender which: is treated as a resident of a Treaty State for the purposes of the Treaty; does not carry on business in the jurisdiction of residence for tax purposes of the respective Obligor through a permanent establishment with which that Lender's participation in the Loan is effectively connected; PA:

20 (d) is acting from a Facility Office situated in the Treaty State; and fulfils any other condition which must be fulfilled under the Treaty by residents of the Treaty State for such residents to obtain exemption from Tax imposed on payments made under a Finance Document by the jurisdiction of residence for tax purposes of the respective Obligor, subject to the completion of any necessary procedural formalities. Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the jurisdiction of residence for tax purposes of the relevant Obligor which makes provision for full exemption from Tax imposed by the jurisdiction of residence for tax purposes of the relevant Obligor on payments made under a Finance Document. Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents. Upfront Fee Letter means the fee letter dated 25 April 2012 between the Mandated Lead Arrangers and the Company setting out the fees referred to in Clause 11.3 (Upfront fees). USD means the single currency of the United States of America. Utilisation means a utilisation of a 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). Voting Record Time means 6:00 p.m. on 1 June 2012 or, if the Court Meeting is adjourned, 6:00 p.m. on the date which is the day (excluding any part of a day that is not a working day) before the adjourned meeting. VAT means value added tax and any other tax of a similar nature. Year-End Date means 31 December in each year. 1.2 Construction Unless a contrary indication appears, any reference in this Agreement to: (iii) an administration, winding-up or dissolution includes a redressement judiciaire, a cession totale de l'entreprise, a liquidation judiciaire, or a procédure de sauvegarde (including the sauvegarde financière accélérée) under Livre Sixième of the French Code de commerce; a composition, assignment or similar arrangement with any creditor includes a procédure de conciliation and mandat ad hoc under Livre Sixième of the French Code de commerce; a compulsory manager, receiver, administrator includes an administrateur judiciaire, mandataire ad hoc, conciliateur and mandataire liquidateur or any other person appointed as a result of any proceedings described in paragraphs and above; PA:

21 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) continuing, in relation to a Default or an Event of Default, shall be construed as a reference to a Default or an Event of Default which has not been remedied or waived in accordance with the terms hereof; control has the meaning given to it in article L of the French Code de commerce. 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 to L of the French Code de commerce; the Facility Agent, the Company, any Borrower, the Guarantor, any Obligor, any Finance Party, any Lender or any Party shall be construed so as to include its successors in title and permitted transferees; 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; gross negligence means faute lourde; a guarantee includes any cautionnement, aval and any garantie which is independent from the debt to which it relates (it being specified for the avoidance of any doubt that any Guarantee is a garantie autonome within the meaning or article 2321 of the French Code civil); indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (xii) merger includes any fusion implemented in accordance with articles L to L of the French Code de commerce; (xiii) (xiv) (xv) (xvi) (xvii) a person includes any individual, firm, company, corporation, government, state or agency of a state or any grouping, joint venture or consortium (whether or not having separate legal personality) or two or more of the foregoing; a person being unable to pay its debts includes that person being in a state of cessation des paiements; 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 (such request or requirement being of a type with which, in the relevant jurisdiction, financial institutions generally comply); a security interest includes any type of security (sûreté réelle) and transfer by way of security; trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under any applicable law; (xviii) wilful misconduct means dol; and (xix) a provision of law is a reference to that provision as amended or re-enacted; and PA:

22 (xx) a time of day is a reference to Paris time. Section, Clause and Schedule headings are for ease of reference only. 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. 1.3 Takeover Offer The Parties acknowledge that although it is currently anticipated that the Acquisition would proceed by way of Scheme Electrabel could (with the consent of the independent directors of the Target), as set out in the Scheme Document, elect to proceed by way of a takeover offer. In such circumstances, amendments would be necessary to this Agreement to reflect the different process applicable to a takeover offer and the Parties agree that they would negotiate in good faith to agree such amendments (including appropriate amendments to the conditions precedent). 2. THE FACILITIES 2.1 The Facilities Subject to the terms of this Agreement, the Lenders make available to the Borrowers: a term loan facility denominated in Euros in an aggregate amount equal to the Total Facility A Commitments; and a term loan facility denominated in Euros in an aggregate amount equal to the Total Facility B Commitments. 2.2 Increase The Company may by giving prior notice to the Facility Agent after the effective date of a cancellation of: the Available Commitments of a Defaulting Lender in accordance with Clause 7.9 (Right of cancellation in relation to a Defaulting Lender); or the Commitments of a Lender in accordance with Clause 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the relevant Facility shall be so increased) in an aggregate amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (A) (B) the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an Increase Lender) selected by the Company (each of which shall not be a member of the Group) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; PA: