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TERM SHEET

€1,915,000,000 TERM AND REVOLVING FACILITIES FOR COMMUNICATION


COMMUNICATIONS SA

Summary terms and conditions for Term and Revolving Facilities in the aggregate amount of
€1,915,000,000 for [ ].

PART 1 – PARTIES

Borrower:

Mandated Lead
Arrangers:

Underwriters:

Bookrunners:

Lenders: The Underwriters and a group of banks and financial institutions selected
for the purposes of primary syndication from a list prepared by the
Bookrunners with the agreement of the Borrower (such agreement not to
be unreasonably withheld)

Facility Agent:

Documentation Agent:

PART 2 - TERM LOAN FACILITY

Facility: Euro Term Loan Facility ("Facility A").

Amount: €1,615,000,000.

Currency: Euro.

Purpose: To refinance the existing indebtedness of __________ Finance Sàrl (a


wholly-owned subsidiary of the Borrower) (the "Refinancing") and to
finance fees and expenses in relation to the Refinancing (including any
costs related to hedging).

Final Maturity Date: 7 years after the date of completion of the Refinancing (the "Closing
Date").

Availability: To be drawn down in a single drawing (the "Facility A Drawing") on the


Closing Date which shall be during the period between the date of the
Facilities Agreement (the "Signing Date") and 30 June 2006 (the "Facility
A Availability Period").

The notice for the Facility A Drawing shall be received by the Facility
Agent not later than 11:00 a.m. three business days prior to the date of the
drawing.

Any undrawn amount of the Facility A at the end of the Facility A


Availability Period will be cancelled.

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Repayment: The principal amount of Facility A shall be repaid in one installment on
the Final Maturity Date.

Voluntary Prepayment: Amounts outstanding under Facility A may be prepaid at any time in
whole or in part (but if in part in a minimum amount €10,000,000 and
integral multiples of €1,000,000) on five business days' irrevocable notice
(or on any other shorter period as may be agreed with the Agent). Any
prepayment shall be made with accrued interest on the amount prepaid
and, subject to payment of breakage costs (excluding loss of margin) if not
made on the last day of an Interest Period, without premium or penalty.
Amounts prepaid under Facility A may not be re-borrowed.

PART 3 - REVOLVING CREDIT FACILITY

Facility: Multicurrency Revolving Credit Facility ("Facility B"), which may be


utilized by the drawing of revolving loans.

Amount: €300,000,000.

Base Currency: Euro.

Optional Currency: Any currency (a) which is readily available and freely convertible into
euros in the relevant interbank market(s) and (b) which (i) is either GBP,
CHF, SEK, NOK, USD, CAD, AUD or JPY or (ii) has been approved by
the Agent (acting on the instructions of all the Lenders).

Other usual provisions in respect of Optional Currencies as per LMA


standards.

Purpose: To finance general corporate needs of the Borrower and its Subsidiaries.

Final Maturity Date: 7 years after the Closing Date.

Availability: Drawings may be made at any time during the period (the "Facility B
Availability Period") from the date of the Facility A Drawing to the date
falling one month prior to the Final Maturity Date.

Revolving Loans: Each revolving loan will be in a minimum original amount of the
equivalent of €10,000,000 and in multiples of €1,000,000.

The notice for each revolving loan shall be received by the Facility Agent
not later than 11:00 a.m. three business days prior to the date of the
drawing.

No more than 15 revolving loans may be outstanding at any one time.

Repayment: Each revolving loan shall be repaid on the last day of the Interest Period
relating thereto. Amounts repaid may be re-borrowed. No amount may be
outstanding after the Final Maturity Date.

Voluntary Prepayment: Amounts outstanding under any revolving loan may be prepaid at any time
in whole or in part (but if in part in a minimum amount €10,000,000 and
integral multiples of €1,000,000) on five business days' irrevocable notice
(or on any other shorter period as may be agreed with the Agent). Any
prepayment shall be made with accrued interest on the amount prepaid

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and, subject to payment of breakage costs (excluding loss of margin) if not
made on the last day of the revolving loan's Interest Period, without
premium or penalty. Amounts prepaid under Facility B may be re-
borrowed.

PART 4 - PRICING

Upfront Fee: As agreed in a separate Fee Letter.

Agency Fee: An amount per annum determined by separate agreement between the
Borrower and the Facility Agent, payable semi-annually in advance (for
the first time on the Facility A Drawing date).

Commitment Fee on None.


Facility A:

Commitment Fee on A commitment fee will accrue on the undrawn and uncancelled amount of
Facility B: Facility B from the Closing Date until the end of the Facility B
Availability Period. The accrued commitment fee shall be payable
quarterly in arrears during the Facility B Availability Period, on the last
day of the Facility B Availability Period and on the effective date Facility
B is cancelled in full. It shall accrue on a daily basis and be calculated on
the basis of a 360-day year.

The rate of the commitment fee will be a rate per annum equal to 35% of
the applicable Margin for Facility B, provided that the rate of the
commitment fee will be adjusted semi-annually based on the Leverage
Ratio as follows (the first of such adjustments to be on the basis of the
Leverage Ratio as of 30 June 2006):

Ratio: Commitment Fee:


> 3.5:1 35% of the applicable Margin
< or = 3.5:1 30% of the applicable Margin

No deal, no fee: The fees referred to above shall only be due subject to the occurrence of
the Facility A Drawing.

Interest: The aggregate of:

(i) the applicable Margin;

(ii) EURIBOR (or LIBOR in relation to any Facility B loan made in


an Optional Currency); and

(iii) Mandatory Cost (if any) to be defined as per most recent LMA
schedule.

Interest will be calculated on an actual/360 day basis (or, in any case


where the practice in the relevant interbank market differs, in accordance
with that market practice) and be payable the last day of each Interest
Period (and, in the case of Interest Periods of longer than six months, on
the dates falling at six-monthly intervals after the first day of the Interest
Period).

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Interest Periods: 1, 2, 3, or 6 months at the Borrower's option or:

(a) in respect of Facility A, such other period agreed by the Borrower


and the Facility Agent acting (i) on the instruction of the Majority
Lenders for any period of less than six (6) months or (ii) on the
instruction of all Lenders for any period of more than six (6)
months; and

(b) in respect of Facility B, such other period agreed by the Borrower


and the Facility Agent acting (i) reasonably and (ii) on the
instruction of all Lenders for any period of more than six (6)
months.

During the syndication period, Interest Periods shall be one month or such
other period as the Agent and the Borrower may agree.

Margin: Opening Margin: 1.00% per annum.

The Margin will be adjusted semi-annually based on the Leverage Ratio as


follows (the first of such adjustments to be on the basis of the Leverage
Ratio as of 30 June 2006):

Ratio: Margin:
> 5.0:1 1.625% p.a.
< or = 5.0:1 but > 4.5:1 1.375% p.a.
< or = 4.5:1 but > 4.0:1 1.25% p.a.
< or = 4.0:1 but > 3.5:1 1.00% p.a.
< or = 3.5:1 0.75% p.a.

Any Margin adjustment will take effect immediately as from the date on
which the relevant semi-annual or annual consolidated financial statements
together with the relevant compliance certificate are delivered pursuant to
paragraphs (a) and (b) of section "Information Undertakings" below.

If any annual audited consolidated financial statements show that a higher


or a lower rate of Margin should have applied during a certain period, then
the necessary adjustments will be made to put the Borrower and the
Lenders in the position they would have been in had the appropriate rate
applied during such period.

There will be no Margin reduction if an Event of Default has occurred, is


continuing and has been notified to the Borrower by the Facility Agent in
which case the Margin will be the maximum Margin immediately upon the
notification of the Facility Agent. Once that Event of Default is no longer
continuing (i.e. if it is has been remedied or waived), the Margin will be
re-calculated as per the above Margin grid on the basis of the most
recently delivered semi-annual consolidated accounts from the date on
which that Event of Default is remedied/waived.

Default Interest: Interest rate increased by 1% per annum.

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PART 5 - OTHER TERMS

Documentation: Facility A and Facility B (together the "Facilities") will be made available
under a French law/English language facilities agreement based on the
current recommended form of French law Multicurrency Term and
Revolving Facilities Agreement of the Loan Market Association ("LMA")
and the existing facilities agreement dated 24 November 2004 of
Communication SA (the "Existing Facility Agreement") and reflecting
this Term Sheet (the "Facilities Agreement").

Guarantee / Security: None.

Prepayment and (a) Illegality: If it becomes unlawful for a Lender to perform any of
Cancellation its obligations under the Finance Documents or to fund or maintain
its participation in any loan, that Lender may cancel its
commitments and/or require prepayment of its participations in the
outstanding loans, subject to usual mitigation provisions.

(b) Borrower Change of Control: If any person or group of persons


acting in concert holds more than 50% of the share capital or
voting rights of the Borrower: (i) the Borrower shall promptly
notify the Facility Agent upon becoming aware of that event; and
(ii) each Lender may, by notice to the Facility Agent within 30
days following the date of such notification, cancel its
commitments under the Facilities Agreement and require
prepayment of its participations in all outstanding loans
whereupon the commitments of that Lender under the Facilities
Agreement will be cancelled and the Borrower shall prepay such
participations within 10 business days of the end of such 30-day
period.

(c) Communication SA Change of Control: If the Borrower ceases


to own directly and/or indirectly at least 95% of the voting rights
and share capital of Communication SA, the commitments of all
Lenders under the Facilities Agreement will be immediately
cancelled and the Borrower shall immediately prepay all amounts
due under the Facilities.

(d) Proceeds of Borrower's debt issues: The Borrower shall apply


the net proceeds of any new debt (whether in the form of bonds or
credit facilities and provided that it constitutes debt in accordance
with IFRS) raised by the Borrower in excess of a threshold of €30
million in prepayment of Facility A on the last day of the Interest
Period for Facility A then current on the date of receipt of any
such Net Debt Issue Proceeds.

(e) Increased Costs, Tax Gross Up and Tax Indemnity: If any sum
payable to any Lender by the Borrower is required to be increased
under the tax gross-up provisions of the Facilities Agreement or
any Lender claims indemnification from the Borrower under the
tax indemnity or increased costs provisions of the Facilities
Agreement, the Borrower may cancel the commitments of and
prepay any Lender that makes a claim under these provisions.

(f) Mandatory prepayment and cancellation in relation to a single

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Lender: If it becomes unlawful for the Borrower to perform any
of its obligations to any Lender under the tax gross-up provisions
of the Facilities Agreement, that Lender may cancel its
Commitment and/or require prepayment of its participations in the
outstanding loans, subject to usual mitigation provisions.

(g) Optional Cancellation: Available commitments under any


Facility may be cancelled by the Borrower at any time in whole or
in part (but if in part in a minimum amount of €10,000,000 and
multiples of €1,000,000) without penalty on three business days'
notice.

Representations and The representations and warranties will be limited to the following.
Warranties:
(a) Status: (i) It is a limited liability company (société anonyme) duly
incorporated and validly existing under the law of France. (ii) It
and each of its Material Subsidiaries has the power to own its
assets and carry on its business as it is being conducted.

(b) Power and Authority: It has the power to enter into and perform,
and has taken all necessary corporate action to authorize its entry
into and performance of, the Finance Documents and the
transactions contemplated by the Finance Documents.

(c) Binding Obligations: Each Finance Document is its legally


binding, valid and enforceable obligation, subject to any general
principles of law limiting its obligations and specifically referred
to in any legal opinion delivered pursuant to "Conditions
Precedent to Signing".

(d) Non-Conflict: The entry into and performance by it of, and the
transactions contemplated by, the Finance Documents do not
conflict with: (i) any law or regulation applicable to it to an extent
that such conflict has, or is reasonably likely to have, a Material
Adverse Effect; (ii) its and any of its Material Subsidiaries'
constitutional documents; or (iii) any contractual commitment or
other obligation or restriction which is binding upon it or any of its
Material Subsidiaries or any of its Material Subsidiaries' assets to
an extent that such conflict has, or is reasonably likely to have, a
Material Adverse Effect.

(e) No Default: No Event of Default is continuing.

(f) Authorizations: All material authorizations required by it in


connection with the entry into, performance, validity and
enforceability of, and the transactions contemplated by, the
Finance Documents have been obtained or effected (as
appropriate) and are in full force and effect.

(g) Pari Passu Ranking: Its payment obligations under the Finance
Documents rank at least pari passu with the claims of all its other
unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.

(h) Financial Statements: The consolidated financial statements of


the Borrower most recently delivered to the Agent (which, at the

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date of this Agreement, are the semi-annual financial statements as
at 31 December 2005 (the "Original Financial Statements"))
were prepared in accordance with International Financial
Reporting Standards ("IFRS"), consistently applied, as at the date
to which they were drawn up and fairly represent ("donnent une
image fidèle et sincère") its consolidated financial condition in
accordance with IFRS as at the date to which they were drawn up.

(i) Litigation: No litigation, arbitration or administrative or


regulatory proceedings are current or pending against the
Borrower or any of its Material Subsidiary which have or are
reasonably likely to have, to the best of the knowledge of the
Borrower, after due inquiry, a Material Adverse Effect.

(j) Information Memorandum: (i) Any factual written information


provided by the Borrower to the Mandated Lead Arrangers and
contained in the information memorandum prepared by the
Mandated Lead Arrangers in connection with the syndication of
the Facilities (the "Information Memorandum") was, to the best
of the Borrower's knowledge, true and accurate in all material
respects as at its date or (if appropriate) as at the date (if any) at
which it is stated to be given. (ii) The Information Memorandum
did not omit as at its date any information which, if disclosed,
would make the Information Memorandum untrue or misleading in
any material respect as at its date. (iii) Nothing has occurred since
the date of the information contained Information Memorandum or
(if appropriate) the date (if any) at which it is stated to be given,
which has not been publicly disclosed and which, if so disclosed,
would make the Information Memorandum untrue or misleading in
any material respect. (The Information Memorandum will be
prepared in the English language on the basis of information
contained in the Document de Base in French dated 7 September
2005, the Note d'Opération in French dated 28 November 2005,
the Offering Memorandum in English dated 29 November 2005,
the Original Financial Statements and any forward looking
statements based on equity analysts' consensus, provided that no
financial or other projections, business plan or forward looking
statements will be provided by the Borrower).

(k) Deduction of Tax: Under French law as of the Signing Date, the
Borrower is not required to make any deduction for or on account
of tax from any payment it may make to any Qualifying Lender (to
the extent such Qualifying Lender has completed all necessary
procedural formalities) under the Finance Documents.

(l) No Filing or Stamp Taxes: Under French law as of the Signing


Date, it not necessary that the Finance Documents be filed,
recorded or enrolled with any court or other authority in France or
that any stamp, registration or similar tax be paid on or in relation
to the Finance Documents or the transactions contemplated by the
Finance Documents (subject in each case to the reservations as to
matters of law which are referred to in the legal opinions delivered
pursuant to section "Conditions Precedent to Signing").

(m) Compliance with Environmental Laws: it and each of its


Material Subsidiaries is in compliance with all applicable

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environmental laws to which it is subject, where non compliance
has, or would reasonably be expected to have, a Material Adverse
Effect.

(n) Governing Law and Enforcement: (i) The choice of French law
as the governing law of the Finance Documents will be recognized
and enforced in its jurisdiction of incorporation. (ii) Any judgment
obtained in France in relation to the Finance Documents will be
recognized and enforced in its jurisdiction of incorporation.

(o) Time for Making Representations: The foregoing


representations and warranties are made on the Signing Date and
on the Closing Date. Such representations (other than those
referred to in paragraphs (h), (j), (k) and (l)) shall be deemed to be
repeated by the Borrower on the date of each drawing notice and
on the first day of each Interest Period by reference to the facts and
circumstances then existing.

Information Information undertakings shall be limited to the following:


Undertakings:
(a) Financial Statements: The Borrower shall supply to the Facility
Agent: (i) as soon as the same are made publicly available and in
any event within 120 days after the end of each of its financial
years, its audited consolidated and non-consolidated financial
statements for that financial year; and (ii) as soon as the same are
made publicly available and in any event within 90 days after the
end of the first half-year of each of its financial years, its
unaudited consolidated interim financial statements for that
financial half-year.

(b) Compliance Certificates: The Borrower shall supply to the


Facility Agent, with each set of consolidated financial statements
delivered pursuant to paragraph (a) above, a compliance certificate
establishing (in reasonable detail) computations as to compliance
with the relevant Financial Covenant(s) as at the date as at which
those financial statements were drawn up. Each Compliance
Certificate shall be signed by the Chief Financial Officer of the
Borrower.

(c) Requirements as to Financial Statements: (i) The Borrower


shall ensure that each set of financial statements supplied under the
Facilities Agreement gives (if audited) a true and fair view of
("donnent une image fidèle et sincère"), or (if unaudited) fairly
represents, its financial condition (consolidated or otherwise) as at
the date to which those financial statements were drawn up and of
the profit for the period to which such financial statements relate.
(ii) The Borrower shall ensure that the financial statements
delivered pursuant to paragraph (a) are prepared in accordance
with all applicable laws and IFRS consistently applied and as the
Borrower may elect or be obliged to comply with from time to
time. If any of the IFRS changes, the Borrower and the Facility
Agent shall negotiate in good faith any changes necessary to the
Financial Covenants or to the definitions used for the calculation
of the Financial Covenants. If no agreement can be reached within
a month from such change in IFRS, the Borrower shall continue to
provide to the Facility Agent all the information that would be

PADOCS01/323653.11 8/25
required to determine compliance with the Financial Covenants on
the basis of the original definitions. (iii) The Borrower must notify
the Facility Agent of any election made pursuant to (ii) above, any
change to the manner in which its financial statements are
prepared in any consecutive accounting periods, reference periods
or Testing Dates or during any Testing Period. (iv) To the extent
that the method of preparation of such accounts or financial
statements differs from the accounting principles used in the
preparation of the accounts or financial statements provided for the
immediately preceding accounting period, reference period,
Testing Date or during any Testing Period under the Facilities
Agreement, for whatever reason, the Borrower shall notify the
Facility Agent of such changes in methodology and provide a
description of such changes and such information as is sufficient to
allow the Lenders to make a comparison between the relevant sets
of accounts and financial statements and the financial position of
the Borrower. (v) If there is a dispute as to any interpretation of or
computation for the Financial Covenants, the interpretation or
computation of the auditors of the Borrower as set out in a
certificate provided to the Facility Agent shall from time to time
prevail.

(d) Information – Miscellaneous: Provided that this would not cause


a breach of any confidentiality duties binding on any member of
the Group, or any of their directors, officers, employees or agents,
the Borrower shall promptly supply to the Facility Agent: (i)
copies of all documents dispatched by the Borrower to its
shareholders generally pursuant to applicable law and/or the
statuts of the Borrower and of all documents dispatched by the
Borrower to its creditors generally, at the same time as they are
dispatched; (ii) the details of any litigation, arbitration or
administrative proceedings which are current, threatened or
pending against it or any Material Subsidiary, and which have or,
if adversely determined, are reasonably likely to have a Material
Adverse Effect (to the extent that such information has been
disclosed); (iii) as soon as reasonably practicable and on
reasonable request of the Facility Agent, such further information
regarding the financial condition of the Borrower as any Finance
Party through the Facility Agent may reasonably request to the
fullest extent permitted to do so by regulations applicable to any
stock exchange on which the Borrower's shares are listed; and (iv)
promptly upon any change thereto, a list of the then current
Material Subsidiaries.

(e) Notification of Default: The Borrower shall notify the Facility


Agent of any Event of Default or Potential Event of Default (and
the steps, if any, being taken to remedy it) promptly upon
becoming aware of its occurrence.

(f) Use of Websites: The Borrower may satisfy its information


obligations by posting information onto an electronic website
designated by it and the Facility Agent in accordance with LMA
standard provisions and the provisions of the Existing Facility
Agreement (provided that the Borrower shall never be bound to

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provide more than one paper copy of any document).

(g) "Know Your Customers" Checks: The Borrower shall supply


information in relation to "Know your customers" checks in
accordance with LMA standard provisions.

Financial Covenants: The following Financial Covenants shall be complied with on each Testing
Date as of 30 June 2006 (inclusive), provided that the Interest Cover Ratio
shall be calculated and complied with on a Testing Date only if the
Leveraged Ratio on that Testing Date is greater than 3.50:1:

Leverage Ratio: The Borrower shall procure that the ratio of Consolidated
Net Debt to Consolidated EBITDA (the "Leverage Ratio") is not, on each
Testing Date in relation to any Testing Period ending on that Testing Date,
greater than the ratio set out opposite that Testing Date in the table below:

Testing Date: Ratio:


30 June 2006 5.50:1
31 December 2006 5.50:1
30 June 2007 5.50:1
31 December 2007 5.50:1
30 June 2008 5.50:1
31 December 2008 5.25:1
30 June 2009 5.25:1
31 December 2009 5.00:1
30 June 2010 5.00:1
31 December 2010 4.75:1
30 June 2011 4.75:1
31 December 2011 and after 4.50:1

Interest Cover Ratio: The Borrower shall procure that the ratio of
Consolidated EBITDA to Proforma Net Cash Interest Payable (the
"Interest Cover Ratio") is not, on each Testing Date in relation to any
Testing Period ending on that Testing Date (and if the Leveraged Ratio on
that Testing Date is greater than 3.50:1), less than 2.75:1.

The relevant Financial Covenant(s) will be tested on 30 June and 31


December (each a "Testing Date") on the basis of the rolling twelve-
month period ending on that date (each such twelve-month period being
referred to as a "Testing Period"). The relevant Financial Covenant(s)
shall be complied with for the first time on the Testing Date falling on 30
June 2006.

Consolidated EBITDA shall be adjusted to include the EBITDA of any


company acquired by the Group (provided that more than 50% of the
shares of such company have been so acquired) during the Testing Period
for the part of the relevant Testing Period when it was not a member of the
Group.

General Undertakings: General undertakings will be limited to the following:

(a) Authorizations: The Borrower must promptly obtain, maintain


and comply with the terms of any material authorization required
under any law or regulation: (i) to enable it to perform its
obligations under the Finance Documents and to ensure the
legality, validity, enforceability or admissibility in evidence in its

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jurisdiction of incorporation of the Finance Documents (subject in
each case to the reservations as to matters of law which are
referred to in the legal opinions delivered pursuant to section
"Conditions Precedent to Signing") and (ii) to carry on its business
where failure to do so has or could reasonably be expected to have
a Material Adverse Effect.

(b) Compliance with Laws: The Borrower shall, and shall procure
that its Material Subsidiaries shall, comply in all respects with all
laws to which it is or its Material Subsidiaries are subject where
failure to do so has, or is reasonably likely to have, a Material
Adverse Effect.

(c) Pari Passu: The Borrower shall ensure that its payment
obligations under the Finance Documents rank at least pari passu
with all its other unsecured and unsubordinated payment
obligations, except for obligations mandatorily preferred by law
applying to companies generally.

(d) Negative Pledge: The Borrower shall not (and shall procure that
none of its Material Subsidiary will) create or permit to exist any
Security Interest over any of its assets present or future, except for
Permitted Security Interest (and provided that no Security Interest
shall be permitted to exist after the Facility A Drawing on (i) the
shares of Communication SA and of any of the Subsidiaries of the
Borrower which are intermediate Holding Companies of
Communication SA (the "Intermediate Communication Holding
Companies"), (ii) any intra-group loan made by (A) the
Borrower to any Intermediate Communication Holding Company
or to Communication SA; (B) any Intermediate Communication
Holding Company to any other Intermediate Communication
Holding Company or to Communication SA; (C) any Intermediate
Communication Holding Company to the Borrower; (D)
Communication S.A. to the Borrower;or (iii) any other
asset of the Borrower or any Intermediate Communication Holding
Companies (subject to limited permitted exceptions to be agreed)).

(e) Disposals: The Borrower shall not (and shall ensure that no
Material Subsidiary will), either in a single transaction or a series
of transactions (whether related or not), sell, transfer or otherwise
dispose of all or any part of its assets to any person, except for
Permitted Disposals.

(f) Change of Business: The Borrower shall procure that no material


change is made to the general nature of the business of the
Borrower or of the Group from that carried on at the Signing Date.

(g) Insurance: (i) The Borrower shall ensure that sufficient insurance
(except if such insurance ceases to be available) is maintained
regarding the launch and first year of operation (the "Insurance")
of all Satellites other than an Excluded Satellite to provide
coverage of potential book losses in its financial statements. (ii) In
respect of any Excluded Satellite launched during the term of the
Facilities, the Group will be entitled not to procure the Insurance
provided that (a) there shall never be more than one Excluded
Satellite without Insurance at the same time, and (b) the Borrower,

PADOCS01/323653.11 11/25
prior to the launch, has duly sent a certificate informing the
Facility Agent that the absence of Insurance does not have, or is
not likely to have, a Material Adverse Effect. (iii) Upon operation
of any Excluded Satellite substantially in accordance with the
technical parameters applicable to it (duly certified by the
Borrower to the Facility Agent) without Insurance at the end of the
first year of operation, the Group will be entitled to elect another
Excluded Satellite without Insurance. For the purpose of this
paragraph (g):

(i) "Satellite" means each satellite launched or proposed to be


launched by or on behalf of any member of the Group
which is: (i) owned by any member of the Group; or (ii)
leased by a member of the Group in circumstances where
launch risk or the risk of ongoing ownership is transferred
from the lessor to a member of the Group in proportion to
its interest or where a member of the Group is
contractually obliged to insure such Satellite or to bear
directly or indirectly the cost of such insurance; and

(ii) "Excluded Satellite" means any Satellite which is not a


Satellite to be located at the 13° East orbital position

(h) Ownership of Communication: The Borrower shall retain at all


time as from the Signing Date the direct or indirect ownership of at
least 95% of the share capital and voting rights of Communication.

(i) Mergers and Reorganizations: The Borrower shall not (and shall
ensure that no Material Subsidiary will) enter into any
amalgamation, merger or reconstruction except for Permitted
Reorganizations.

(j) Hedging: The Borrower shall ensure that, within three months of
the Closing Date, interest on at least 50% of the outstanding
amount of Facility A is hedged for a minimum period of 3 years.

(k) Intermediate Communication Holding Companies Financial


Indebtedness: The Borrower shall ensure that no Intermediate
Communication Holding Company will incur, create of permit to
subsist any Financial Indebtedness after the Closing Date, except
for intra-group loans made by the Borrower or any Intermediate
Communication Holding Company to any Intermediate
Communication Holding Company.

(l) Borrower Group Loans: Neither the Borrower nor any


Intermediate Communication Holding Company shall be the
creditor in respect of any loans or other forms of credit on or after
the first drawing under the Facilities other than intergroup loans
made to any Subsidiary of the Borrower or to the Borrower.

(m) Intermediate Communication Holding Companies


Acquisitions: None Intermediate Communication Holding
Companies shall purchase, subscribe for or otherwise acquire any
shares (or securities or any interest) in or incorporate, any
company, or acquire (by subscription or otherwise) or invest in
any business, shares, investments subsidiaries or purchase or

PADOCS01/323653.11 12/25
otherwise acquire any assets other than the shares of any
Subsidiary of the Borrower.

For the avoidance of doubt, there will be no general undertakings other


than those set out above and in particular there will be no restrictions on
financial indebtedness (other than as a result of the Financial Covenants or
as provided in paragraph (k) above), on acquisitions or on dividends and
other distributions.

Events of Default: Events of Default will be limited to the following:

(a) Non-Payment: The Borrower does not pay on the due date any
amount payable by it pursuant to the Finance Documents at the
place at and in the currency in which it is expressed to be payable
unless such non-payment (i) is caused by technical or
administrative error and (ii) is remedied within 3 Business Days of
the due date.

(b) Financial Covenants: On any Testing Date, the Leverage Ratio


exceeds the maximum provided for such Testing Date in section
"Financial Covenants" or any Testing Date in respect of which the
Leverage Ratio is greater than 3.50:1, the Interest Cover Ratio is
less than the minimum provided for such Testing Date in section
"Financial Covenants".

(c) Other Obligations: The Borrower does not comply with any
provision of any Finance Documents (other than those referred to
in paragraphs (a) and (b) above), provided that no Event of Default
under this paragraph (c) will occur if the non-compliance (i) is
capable of remedy and (ii) is remedied within 30 days of the
earlier of the Facility Agent giving notice of such non-compliance
to the Borrower (specifying particulars of the breach in question)
and the Borrower becoming aware of the non-compliance.

(d) Misrepresentation: Any representation made or repeated by the


Borrower in any Finance Documents or any document delivered
by or on behalf of the Borrower under any Finance Document is
incorrect in any material respect when made or deemed to be made
unless the circumstances giving rise to the misrepresentation (i)
are capable of remedy and (ii) are remedied within 30 days of the
earlier of the Facility Agent giving notice of such
misrepresentation to the Borrower and the Borrower becoming
aware of the non-compliance.

(e) Cross Default: Any Financial Indebtedness of the Borrower or


any member of the Group (i) is not paid when due, (ii) becomes
prematurely due and payable as a result of an event of default
(howsoever described) under the document relating to that
Financial Indebtedness, or (iii) becomes capable of being declared
by a creditor to be prematurely due and payable as a result of an
event of default (howsoever described) under the document
relating to that Financial Indebtedness, in each case after the
expiry of any originally applicable grace period; unless: (x) the
aggregate amount of Financial Indebtedness falling within (i) to
(iii) above is less than €50,000,000 (or its equivalent in other
currencies); or (y) in relation to (ii) and (iii) above, the Borrower

PADOCS01/323653.11 13/25
or the relevant member of the Group is contesting in good faith its
payment obligations or the event of default under such Financial
Indebtedness by appropriate proceedings; or (z) such Financial
Indebtedness constitutes Financial Indebtedness under paragraph
(f) of the definition thereof and the acceleration is caused solely by
the default of a counterparty (other than the Borrower or a member
of the Group) under the relevant instrument or transaction.

(f) Insolvency: (i) The Borrower or a Material Subsidiary is, or is


declared in accordance with any applicable law or by any
competent court to be, unable to pay its debts as they fall due or to
be insolvent (including without limitation en état de cessation des
paiements), or admits in writing its inability to pay its debts as
they fall due or announces its intention to stop payments of its
debts (cessation des paiements), in each case pursuant to L.631-1
and seq. of the French Commercial Code or any equivalent. (ii)
The Borrower or a Material Subsidiary suspends making payments
on all or any class of its debts or announces an intention to do so,
or a moratorium is declared in respect of any of its indebtedness.
(iii) The Borrower or a Material Subsidiary, by reason of financial
difficulties, applies for the appointment of a conciliateur or is
subject to an conciliation (procédure de conciliation) pursuant
L.611-4 and seq. of the French Commercial Code, or begins
formal negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness.

(g) Insolvency Proceedings: (i) Any formal voluntary step


commencing legal proceedings (including petition or convening a
meeting) is taken by the Borrower or a Material Subsidiary with a
view to a composition, assignment or arrangement with any class
of creditors of the Borrower or a Material Subsidiary. (ii) A
meeting of the Borrower or a Material Subsidiary is convened by
its directors or secretary for the purpose of considering any
resolution for (or to petition for) its winding-up (except in
connection with a Permitted Reorganization) or for its
administration, suspension of payments and bankruptcy (including
without limitation, dissolution (except in connection with a
Permitted Reorganization), sauvegarde, liquidation or
redressement judiciaire) or any such resolution is passed (except
in connection with a Permitted Reorganization). (iii) Any person
presents a petition for the winding-up or for the administration or
for the bankruptcy (including without limitation, dissolution,
liquidation or redressement judiciaire) of the Borrower or a
Material Subsidiary and the petition is not discharged or stayed
within 21 days. (iv) An order or judgment for the winding-up
(except in connection with a Permitted Reorganization),
administration, liquidation judiciaire or the transfer of the whole
of its business (cession de l'entreprise ou de fonds de commerce)
of the Borrower or a Material Subsidiary is made.

(h) Appointment of receivers and managers: (i) Any liquidator,


trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrative receiver or administrator (including
without limitation in France any mandataire ad hoc,
administrateur judiciaire, administrateur provisoire, conciliateur

PADOCS01/323653.11 14/25
or mandataire liquidateur) is appointed in respect of the Borrower
or a Material Subsidiary and, only in the case of the appointment
of a judicial custodian, compulsory manager or receiver, is not
discharged within 21 days. (ii) The directors of the Borrower or a
Material Subsidiary request the appointment of a liquidator, trustee
in bankruptcy, judicial custodian, compulsory manager, receiver,
administrative receiver or administrator (including without
limitation in France any mandataire ad hoc, administrateur
judiciaire, administrateur provisoire, conciliateur or mandataire
liquidateur),

(i) Creditors' Process: A distress, execution, attachment or other


legal process is levied, enforced or sued out upon or against all or
any part of the assets the Borrower or a Material Subsidiary having
an aggregate value of no less than €220,000,000 (or equivalent in
other currencies), except where the same is being contested in
good faith or is removed, discharged or paid within 45 days.

(j) Similar Proceeding: Anything which corresponds with any of the


events specified in paragraph (f) to (i) shall occur under the laws
of any applicable jurisdiction in relation to the Borrower or a
Material Subsidiary other than in connection with a Permitted
Reorganization.

(k) Cessation of Business: The Borrower or a Material Subsidiary


ceases to carry on all or a substantial part of its business in a
manner which has a Material Adverse Effect (other than in
connection with a Permitted Reorganization);

(l) Unlawfulness: (i) It is or becomes unlawful for the Borrower to


perform any of its payment or other material obligations under the
Finance Documents. (ii) Any Finance Document ceases to be
legal, valid, binding and enforceable in any material respect
against the Borrower.

(m) Material Adverse Effect: Any event or circumstance occurs


which has a Material Adverse Effect to the extent that the rating of
the Borrower is below BBB- by Standard & Poor's (or its
equivalent by Moody's).

(n) Acceleration: (i) On and at any time after the occurrence of an


Event of Default which is continuing and after the expiry of any
applicable grace period while such event is continuing, the Facility
Agent may without mise en demeure or any other judicial or extra
judicial steps, and if so directed by the Majority Banks will, by
notice to the Borrower, declare that an Event of Default has
occurred and, subject to, where relevant, the mandatory provisions
of Livre VI of the French Commercial Code: (x) cancel the
commitments whereupon they shall immediately be cancelled;
and/or (y) declare that all or part of the loans, together with
accrued interest, and all other amounts accrued or outstanding
under the Facilities Agreement be immediately due and payable,
whereupon they shall become immediately due and payable. (ii) If
following a written request by the Borrower before the expiry of
any applicable grace period referred to in this section "Events of
Defaults", the Majority Lenders reasonably believe that any Event

PADOCS01/323653.11 15/25
of Default is capable of remedy within an additional period of time
not to exceed thirty (30) days from the expiry of any original
applicable grace period, the Facility Agent may, if so instructed by
the Majority Lenders (but not otherwise), grant the Borrower an
additional time period to remedy such Event of Default no more
than thirty (30) days from the expiry of the original applicable
grace period as so instructed by the Majority Lenders. For the
avoidance of doubt, this paragraph (ii) shall not apply to any
payment default under paragraph (a) or to a breach of any of the
Financial Covenants referred to in paragraph (b) above.

Conditions Precedent to Conditions precedent to signing of the Facilities Agreement, to be


Signing: completed by the Signing Date, will be only the following (such conditions
precedent being of a purely documentary nature):

(a) delivery to the Facility Agent of a certified copy of the statuts and
of an Extrait Kbis of the Borrower;

(b) delivery to the Facility Agent of certified copies of the corporate


authorizations of the Borrower in relation to the Finance
Documents;

(c) delivery to the Facility Agent of powers-of-attorney evidencing


that the person who has signed the Finance Documents on behalf
of the Borrower was duly authorized so to sign;

(d) delivery to the Facility Agent of a certificate of an authorized


signatory of the Borrower certifying that each copy of document
relating to it specified in paragraph (b), (c) and (d) above is
correct, complete and up-to-date as at the Signing Date;

(e) delivery to the Facility Agent of certified copies of the audited


consolidated and non-consolidated financial statements of the
Borrower for the financial year ended on 30 June 2005 together
with statutory auditors' reports;

(f) delivery to the Facility Agent of certified copies of the unaudited


consolidated financial statements of the Borrower for the financial
half-year ended on 31 December 2005;

(g) delivery to the Facility Agent of an executed legal opinion from


the Borrower's legal advisers covering the due authorization and
capacity of the Borrower in relation to the Finance Documents
satisfactory to the Facility Agent (acting reasonably);

(h) delivery to the Facility Agent of an executed legal opinion from


the Mandated Lead Arrangers' counsel covering the validity,
legality and enforceability of the Finance Documents satisfactory
to the Facility Agent (acting reasonably);

(i) delivery to the Facility Agent of a group structure chart as of the


Signing Date (showing the Material Subsidiaries at the Signing
Date); and

(j) delivery to the Facility Agent of the necessary documents for the

PADOCS01/323653.11 16/25
purposes of satisfaction with "KYC" requirements.

Conditions Precedent to Conditions precedent to Facility A Drawing, to be completed on the date


the Facility A Drawing: of the Facility A Drawing (and not later than simultaneously therewith),
will be only the following (such conditions precedent, except for those
referred to in paragraphs (b) and (c), being of a purely documentary
nature):

(a) delivery to the Facility Agent of evidence that the existing


indebtedness of SatBirds Finance Sàrl under the Senior Facilities
Agreement dated 4 April 2005 will be fully repaid and cancelled,
and Security Interests securing the same will be released on the
Facility A Drawing date immediately after the Facility A Drawing;

(b) all fees and expenses payable to the Mandated Lead Arrangers, the
Facility Agent or the Lenders pursuant to the Finance Documents
have been paid when due and payable or will be paid
simultaneously with the Facility A Drawing; and

(c) all repeating representations are correct and no Event of Default


has occurred and is continuing.

Conditions Precedent to Conditions precedent to any drawing (other than the Facility A Drawing)
any Drawing (other will be only the following:
than the Facility A
Drawing): (a) all fees and expenses payable to the Mandated Lead Arrangers, the
Facility Agent or the Lenders pursuant to the Finance Documents
have been paid when due and payable;

(b) all repeating representations are correct in all material respects;


and

(c) in the case of any drawing (other than a Rollover Loan), no Event
of Default or Potential Event of Default is continuing or would
result from the proposed drawing or in the case of a Rollover
Loan, no Event of Default is continuing.

Majority Lenders: 662/3% of the Lenders by commitments and/or outstandings as appropriate.

Unanimous Lenders' decisions will only be required to:

(a) increase the Lenders' commitments;

(b) extend the Lenders' commitment's maturity;

(c) reduce any Margin under the Facilities (other than agreed Margin
ratchet);

(d) reduce the amount or change currency of, or extend any date for,
any payment of principal, interest, fee or commission payable
under the Facilities;

(e) change the Borrower;

(f) change rules of sharing among Lenders; or

PADOCS01/323653.11 17/25
(g) change the Majority Lenders' clause of the Facilities Agreement.

Transfer: The commitments and the participations of the Lenders are transferable
and assignable in minimum amounts to be agreed. Any transfer or
assignment is subject to the Borrower's prior consent (not to be
unreasonably withheld) unless the transfer or assignment is made to
another Lender or an Affiliate of a Lender or unless an Event of Default
has occurred and is continuing. The Borrower will be deemed to have
given its consent if no express refusal is received within 5 business days of
a notification of the Facility Agent to the Borrower informing the
Borrower of the proposed transfer. If a transfer or assignment is made to a
non-Qualifying Lender or to a Lender that is subject to increased costs,
such Lender will not get gross-up or indemnity protection to an extent
greater than the protection the transferring Lender would have obtained at
the time of transfer.

Replacement of The Borrower may require any Lender to transfer its


Lenders: commitments/outstandings without its consent to any other or new Lender
that would accept such transfer if:

(a) any Borrower is due to pay to such Lender any amounts pursuant
to the increased costs, gross-up, tax indemnityor illegality
provisions of the Finance Documents; or

(b) such Lender becomes insolvent or under administration.

Miscellaneous The Facilities Agreement will contain standard LMA provisions relating
Provisions: to, among other things, illegality, increased costs, tax gross-up, market
disruption and mitigation.

Confidentiality: Appropriate confidentiality undertakings (taking into account the fact that
the Borrower is a listed company).

Legal Fees and The reasonable and documented legal fees and expenses of one (and only
Expenses: one) law firm acting as legal adviser to the Mandated Lead Arrangers (as
appointed in accordance with the Commitment Letter), incurred by the
Mandated Lead Arrangers as from the date the Commitment Letter is
countersigned by the Borrower in relation to the arrangement and
negotiation of the Facilities Agreement will be reimbursed by the
Borrower on demand (but not before to the earlier of the Facility A
Drawing date and 30 June 2006), subject to an overall cap to be pre-
approved by the Borrower. For the avoidance of doubt, no expenses
incurred by the Mandated Lead Arrangers shall be borne by the Borrower
prior to the countersigning of the Commitment Letter by the Borrower and
the approval of the fee cap.

Law and Jurisdiction: French law. Non-exclusive jurisdiction of the Courts in Paris, France.

Language: The Facilities Agreement will be in English. The Borrower will be entitled
to make all notices and deliver all documents under the Finance
Documents in French or in English (at its option).

PADOCS01/323653.11 18/25
PART 6 - KEY DEFINITIONS

Group: The Borrower and its Subsidiaries.

Subsidiary: In relation to any company, another company which is directly or


indirectly controlled by it within the meaning of article L. 233-3 I 1° and
2° of the French Commercial Code.

Material Subsidiary: Any Subsidiary of the Borrower (i) whose EBITDA (consolidated in the
case of a Subsidiary which itself has Subsidiaries) is then 10 per cent. or
more of the consolidated EBITDA of the Group (in each case after giving
effect, on a pro forma basis, to acquisitions and disposals taking place
during the financial period to which the relevant financial statements
referred to below relate) or (ii) whose total assets (consolidated in the case
of a Subsidiary which itself has Subsidiaries) is then 10 per cent. or more
of the consolidated total assets of the Group, all as determined by
reference to the most recent annual (audited if available) or (if prepared)
interim financial statements of such Subsidiary and the annual audited or
interim financial statements of the Group most recently delivered to the
Facility Agent. If any Material Subsidiary sells, transfers or otherwise
disposes of all or substantially all of its undertaking or assets (whether by a
single transaction or a number of related transactions) to any member of
the Group, it shall no longer be a Material Subsidiary on the date of the
relevant sale, transfer or disposal and the other member of the Group (if it
is not already a Material Subsidiary) shall be deemed to become a Material
Subsidiary on the date of the relevant sale, transfer or disposal, until the
Material Subsidiaries are next determined from the annual audited
financial statements referred to above.

Affiliate: 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.

Holding Company: In relation to a company or corporation, any other company or corporation


in respect of which it is a Subsidiary.

Finance Documents: The Facilities Agreement, the Commitment Letter and any fee letter
executed simultaneously with the Facilities Agreement in relation to the
fees described in the Term Sheet.

Material Adverse Any effect, event or matter which is materially adverse to the ability of the
Effect/Event: Borrower to perform any its payment obligations under the Facilities
Agreement.

Potential Event of Any event or circumstance specified in section "Events of Default" which
Default: would (with the expiry of a grace period, the giving of notice, the making
of any determination under the Facilities Agreement or any combination of
any of the foregoing) be an Event of Default.

Qualifying Lender: A Lender which:

(a) has its Facility Office in France; or

(b) fulfils the conditions imposed by French Law taking into account,
as the case may be, any double taxation agreement in force on the
relevant date (subject to the completion of any necessary

PADOCS01/323653.11 19/25
procedural formalities), in order for a payment not to be subject to
(or as the case may be, to be exempt from) any tax deduction.

Rollover Loan: A revolving loan under Facility B that is (i) made or to be made on the
same day that a maturing revolving loan under Facility B is due to be
repaid; (ii) the aggregate amount of which is equal to or less than such
maturing revolving loan; (iii) in the same currency as the maturing
revolving loan under Facility B (unless as it arose as a result of the
unavailability of a currency) and (iv) made or to be made for the purpose
of refinancing such maturing revolving loan.

Financial Indebtedness: In relation to a person (the "debtor"), any indebtedness (without double
counting) for or in respect of:

(a) moneys borrowed by the debtor;

(b) any acceptance credit made available to the debtor;

(c) any bond (obligation), note, debenture or other similar instrument


issued by the debtor (but excluding any bond mandatorily
convertible into or repayable in shares);

(d) any finance or capital lease (including without limitation an


opération de crédit-bail but excluding any operating lease which is
not required to be accounted for as indebtedness under the
accounting principles and practices applicable to the lessee
(consistently applied));

(e) receivables sold or discounted (otherwise than on a non-recourse


basis in whole or in part);

(f) (for the purposes of paragraph (e) (Cross-default) of section


"Events of Default" only) any derivative transaction or instrument
protecting against or benefiting from fluctuations in any rate or
price (and when calculating the value thereof, only the net marked
to market value shall be taken into account);

(g) any other transaction (including any forward sale or repurchase


agreement) which is required to be accounted for as indebtedness
under accounting principles and practices applicable to the
relevant debtor (consistently applied);

(h) any counter-indemnity obligation in respect of any guarantee,


indemnity, bond, letter of credit or other instrument issued by a
bank or financial institution which has been called upon pursuant
to its terms and conditions; and

(i) the amount of any guarantee or indemnity against financial loss of


any debtor in respect of any item referred to in paragraphs (a) to
(h) above;

provided for the avoidance of doubt that Financial Indebtedness shall not
include (i) trade credit granted in the ordinary course of business, (ii) intra-
Group indebtedness, (iii) accrued interest or (iv) satellite performance
incentives.

PADOCS01/323653.11 20/25
Security Interest: means any mortgage, charge, assignment by way of security, pledge,
hypothecation, lien and any other security interest (sûreté réelle) of any
kind whatsoever or any other agreement or arrangement having a similar
effect (but, for the avoidance of doubt, excluding finance lease obligations)

Permitted Security To include at least:


Interests:
(a) any netting or set-off or cash management arrangement (or any
other arrangement for the operation of accounts entered into using
a bank's or financial institution's standard terms and conditions)
entered into in the ordinary course of business for the purpose of
netting debit and credit balances;

(b) any Security Interest in existence securing Financial Indebtedness,


which has been disclosed in writing in the form of a certificate to
the Facility Agent prior to the signing of the Finance Documents,
provided that the amounts capable of being secured are not
thereafter increased;

(c) any Security Interest arising by operation of law;

(d) any Security Interest created over goods and documents of title to
goods arising in the ordinary course of business, or letter of credit
transactions entered into in the ordinary course of trade as security
only for debt owed to a bank or financial institution directly
relating to the goods or documents on or over which that Security
Interest exists;

(e) any Security Interest arising out of title retention and set-off
provisions in a supplier's standard conditions for the supply of
goods acquired in the ordinary course of its operations;

(f) any Security Interest created over any asset acquired or developed,
whether before or after the Signing Date, to secure only the
Financial Indebtedness incurred to finance or re-finance all or part
of the purchase price or cost of development of that asset, provided
that, the amount of such Financial Indebtedness secured thereby
does not exceed the initial cost of acquisition or development of
such asset;

(g) any Security Interest created over purchased real property as


security for the financing of the purchase of such real property
provided that the amount of Financial Indebtedness secured by
such Security Interest remains confined to such real property;

(h) any Security Interest arising out of any Permitted Securitization;

(i) any Security Interest created in connection with a sale and


leaseback transaction relating to plant, property, equipment
(including satellites and other related resources) or real estate
acquired after the Signing Date, provided that the aggregate
amount of the Financial Indebtedness raised under such
transactions does not exceed €450,000,000 (or the equivalent in
other currencies);

(j) any Security Interest granted by the Communication SA or any of

PADOCS01/323653.11 21/25
its Subsidiaries for the benefit of Communication SA or any of its
Subsidiaries;

(k) any Security Interest for taxes, assessments or charges (i) not yet
due or (ii) that are being contested in good faith by appropriate
proceedings;

(l) any Security Interest over deposits of cash or cash equivalent


investments (i) securing (directly or indirectly) Financial
Indebtedness under finance or structured tax lease arrangements or
(ii) provided by way of cash collateral or (iii) back-to-back
Financial Indebtedness and where the aggregate amount of all such
cash deposits and cash equivalent investments does not at any time
exceed €50,000,000 (or the equivalent in other currencies);

(m) any Security Interest created in connection with any currency,


interest rate or other hedging transaction over assets the aggregate
book value of which does not exceed €50,000,000 (or the
equivalent in other currencies);

(n) any Security Interest over or affecting any asset of any company
which becomes a Material Subsidiary after the signing date, where
the Security Interest is created prior to the date on which that
company becomes a Material Subsidiary, if: (i) the Security
Interest was not created in contemplation of the acquisition of that
company; and (ii) the principal amount secured has not increased
in contemplation of or since the acquisition of that company; and
(iii) for a Security Interest over or affecting any assets of a
company becoming a Material Subsidiary following the
acquisition of shares in such company, the Security Interest
securing an amount of Financial Indebtedness in excess of
€50,000,000 (or the equivalent in other currencies) is removed or
discharged within nine (9) months of that company becoming a
Material Subsidiary;

(o) any Security Interest created with the prior consent of the Majority
Banks, such consent not to be unreasonably withheld; and

(p) any other Security Interest not otherwise permitted pursuant to


paragraphs (a) to (o) above, provided that the aggregate amount of
such Financial Indebtedness secured under this sub-paragraph does
not at any time exceed 5% of the consolidated total assets (as
reflected in the annual audited or interim financial statements of
the Group most recently delivered to the Facility Agent).

Permitted Any transaction or series of transactions entered into by any member of the
Securitization: Group for the securitization of existing trade receivables for which an
invoice has been raised in the ordinary course of business

Permitted Disposals: To include at least:

(a) a disposal of stock in trade or inventory made in the ordinary


course of trading;

(b) a disposal made on an arm's length basis to the extent such

PADOCS01/323653.11 22/25
disposal has no Material Adverse Effect;

(c) a disposal of one or more satellites or related resources for a


maximum aggregate amount of €450,000,000 (or the equivalent in
other currencies) provided that no more than 50% of the net
proceeds of such disposals may be used to fund the payment of a
dividend, the distribution of reserves or share capital reduction;

(d) a disposal made in relation to a Permitted Securitization or a


Permitted Reorganization;

(e) a disposal made in connection with any sale and leaseback


permitted under and made in accordance with the terms of the
Facilities Agreement;

(f) a disposal made by the Borrower or a Material Subsidiary to the


Borrower or to a Material Subsidiary to the extent that such
disposal does not or is not likely to have a Material Adverse
Effect;

(g) a disposal of assets (other than satellites) made in the ordinary


course of business of the disposing entity, where the net proceeds
of the disposal are applied (i) in acquiring assets comparable or
superior as to type, value and quality within 120 days after
payment of the relevant net proceeds of the disposal or (ii) in the
voluntary prepayment of Facility A;

(h) a disposal of consolidated cash and cash equivalents on arm's


length terms for cash or consolidated cash and cash equivalents;

(i) a disposal on a non-recourse basis of payment instruments and/or


irrevocable accounts receivable made by way of collections for
cash and at a fair market value on a contract-by-contract basis and
which are not made for the purposes of incurring Financial
Indebtedness nor made pursuant to a Permitted Securitization;

(j) an issuance or disposal by the Borrower or a Material Subsidiary


of its own securities;

(k) a disposal made with the prior written consent of the Majority
Lenders;

(l) a disposal of assets not otherwise permitted by paragraphs (i) to


(xi) above, the aggregate value of which does not exceed 15% of
the Borrower's consolidated total assets (as reflected in the
financial statements most recently delivered to the Facility Agent),
in any financial year of the Borrower, and 30% of the Borrower's
consolidated total assets (as reflected in the financial statements
most recently delivered to the Facility Agent) over the life of the
Facility, as shown in the accounts most recently delivered in
accordance with paragraph (a) of section "Information
Undertakings".

PADOCS01/323653.11 23/25
Permitted
Reorganization: (a) any amalgamation, merger or reconstruction between members of
the Group or with any third party, provided that:

(i) if the Borrower is involved in such amalgamation, merger or


reconstruction which results in the winding-up or dissolution
of one of the entities involved, the Borrower shall be the
surviving entity;

(ii) if Communication S.A. is involved in such amalgamation,


merger or reconstruction which results in the winding-up or
dissolution of one of the entities involved, Communication
S.A. shall be the surviving entity;

(iii) in the event of a merger between the Borrower and


Communication S.A., the Borrower shall be the surviving
entity;

(iv) any such amalgamation, merger or reconstruction shall be


made on a solvent basis; and

(v) any such amalgamation, merger or reconstruction does not


have or could not reasonably be expected to have a Material
Adverse Effect; or

(b) any other transaction agreed in writing by the Majority Lenders.


(a)

Consolidated EBITDA: For a Testing Period and on a consolidated basis in accordance with IFRS,
the consolidated operating income (excluding any impairment charges)
plus depreciation and amortisation (which includes goodwill amortisation,
amortisation of intangible assets and depreciation of property, plant and
equipment) as reported in the relevant consolidated financial statements of
the Borrower.

Consolidated Total On a Testing Date and on a consolidated basis in accordance with IFRS,
Debt: the amount of all Financial Indebtedness (excluding accrued interest and
satellite performance incentives), as reported in the relevant consolidated
financial statements of the Borrower.

Consolidated Total Net On a Testing Date and on a consolidated basis in accordance with IFRS,
Debt: the Consolidated Total Debt less Available Cash, as reported in the
relevant consolidated financial statements of the Borrower.

Available Cash: On a Testing Date and on a consolidated basis in accordance with IFRS,
the cash and cash equivalents (net of bank credits), as reported in the
relevant consolidated financial statements of the Borrower.

Proforma Net Cash For a Testing Period and on a consolidated basis in accordance with IFRS,
Interest Payable: the net cash interest payable, as reported in the relevant consolidated
financial statements of the Borrower and adjusted proforma for any
permanent debt facility reductions in that Testing Period.

Other definitions: Terms defined in the current recommended form of French law

PADOCS01/323653.11 24/25
Multicurrency Term and Revolving Facilities Agreement of the LMA have
the same meaning in this Term Sheet unless given a different meaning in
this Term Sheet.

PADOCS01/323653.11 25/25