REVOLVING CREDIT FACILITY AGREEMENT

REVOLVING CREDIT FACILITY AGREEMENT

This Agreement is effective as of February 9, 2005 between:

France Télécom S.A., a French société anonyme established and acting according to the law of France with its seat at 6, place d’Alleray 75505 Paris Cedex 15, registered in the Commercial Register maintained by the Paris commercial Registry under no. B 380 129 866, hereinafter referred to as the “ Lender ”

and:

Equant N.V., a Dutch Naamloze Vennootschap established and acting according to the law of the Netherlands, with its seat at Heathrowstraat 10 1043, CH Amsterdam, The Netherlands registered with the Amsterdam Chamber of Commerce number 33267383, hereinafter referred to as the “ Borrower ”

(together the “ Parties ”)

WHEREAS

The Borrower, a subsidiary of the Lender, listed on the New-York and Paris Stock Exchanges, is acting in the frame of the France Telecom Group Treasury practices and needs a financing in cash for the 12 months period as from the signing date hereof to cover its finding needs and potential cash risks as presented to the Meeting of the Borrower’s Audit Committee on January 21, 2005.

The Parties, in the course of their business relationship, wish to conclude a Revolving Credit Facility Agreement, upon and subject to the terms and conditions hereof.

IT IS AGREED AS FOLLOWS:

DEFINITIONS

In this Agreement, except to the extent that the context requires otherwise:

“ Availability Period for Drawdowns ” means the period beginning upon fulfilment of the Conditions Precedents, and including, the Drawdown Date and ending on June 30, 2008. This Availability Period for Drawdowns could be subject to amendment between the Parties.

“ Borrowed Moneys Indebtedness ” means for the Borrower any indebtedness in respect of: (i) moneys borrowed; (ii) any indebtedness (actual or contingent) under any direct or indirect guarantee, security or other commitment designed to ensure any creditor against loss in respect of any Borrowed Moneys Indebtedness or obligations of any third party; and (iii) any indebtedness evidenced by bonds, notes, debentures or other similar instruments or under any acceptance credit opened on behalf of the Borrower.

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“ Business Day ” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in Paris, Amsterdam, London and/or New York”

“ Conditions Precedents ” means the conditions precedent to the availability of the Facility as stated in Article 2.

Credit Facility Commencement Date ” means the date on which this Revolving Credit Facility is signed.

“ Credit Facility Maximum Amount ” means USD 250,000,000.00 (or its equivalent in any other Currency), subject to partial cancellation as stated in Article 1, or the amount outstanding at the time Borrower terminates the Facility, if the Facility is terminated before the Credit Facility Termination Date.

“ Credit Facility Termination Date ” means June 30, 2008, or any earlier date at the option of the Borrower subject to a two (2) weeks prior written notice, and is the date on which the Credit Facility must be reimbursed in full by the Borrower.

“ Currency ” means any currency included under Optional Currency

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

“ Drawdown ” means an advance under the Facility made by the Lender to the Borrower for an amount equivalent to the Drawdown Amount in any of the Optional Currencies, as quoted on the Notice of Drawdown, before the end of the Availability Period for Drawdowns.

“ Drawdown Amount ” means, for any Drawdown, the nominal amount in the Currency made available to the Borrower upon its request by the Lender according to the Notice of Drawdown, being precised that the aggregate total Drawdown Amounts shall not exceed the Credit Facility Maximum Amount.

“ Drawdown Date ” means, for any Drawdown, the day (value date) on which the Lender makes the Drawdown Amount available to the Borrower, in accordance with the Notice of Drawdown.

“ EURIBOR ” means the rate per annum which appears on Telerate Page 248 (or any replacement of that page) or at about 11.00 am for the offering of deposits in Euros on two Business Days preceding any new Interest Period for a period comparable to this Interest Period.

“ Euro ” or “ € ” or “ EUR ” means the single currency of member states of the European Union participating in Economic and Monetary Union as contemplated by the Treaty of Rome of 25 ^th March, 1957 establishing the European Community, as amended by the Maastricht Treaty on European Union (signed on 7 ^th February, 1992), as amended from time to time.

“ Event of Default ” has the meaning assigned to it in Article 11 of this Agreement.

“ IBOR ” means in relation to any Advance (other than an Advance in Euro) the British Bankers Association Interest Settlement Rate for the relevant currency and period, displayed on the appropriate page of the Telerate screen as of 11 a.m. London time, on the first day of that period if the currency is GBP or two (2) Business Days (which for these purposes only shall mean a Business Day in London) before the first day of that period for any other currency.

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“ Interest Period ” means the period beginning on, and including, the Drawdown Date and ending on (but excluding) the first Payment Date and each successive period beginning on (and including) a Payment date and ending on (but excluding) the succeeding Payment Date.

“ Material Adverse Effect ” means a material adverse change in the business, assets, financial condition of the Borrower or in a manner which might threaten to enjoin or restrain its execution or performance of this Agreement

“ Notice of Drawdown ” means, every written drawing request in substantially the same form as provided in Schedule B), sent either by e-mail, facsimile or courier, and received by the Lender at least four (4) Business Days prior to the Drawdown Date, by any duly authorised representative of the Borrower, referring to this Agreement and its terms & conditions, i.e. at least the Drawdown Amount requested (provided that the total aggregate Drawdown Amounts shall not exceed the Credit Facility Maximum Amount), the currency requested (i.e. the Currency) and the bank accounts details (if different from the bank accounts details quoted in Schedule A).

“ Optional Currency ” means:

“ Payment Date ” means, in respect of any Drawdown and Interest Period, the 30th of June and 31st of December of each year and means, in the case of the first Payment Date, 30th of June 2005 and in the case of the last Payment Date, the Credit Facility Termination Date. If any Payment Date would fall on a day which is not a Business Day, that date will be the first succeeding day that is a Business Day unless that day falls in the next calendar month, in which that date will be the first preceding day that is a Business Day.

“ Rate per annum ” means 3 months IBOR (or EURIBOR in the case of drawdowns in EUR) plus a 220 basis point per annum margin.

“ Tax Treaty ” means the “convention” (treaty) between France and another state in order to avoid double taxation.

THE FACILITY

The Lender grants to the Borrower, upon and subject to the terms hereof, a Facility (the “ Facility ”) amounting to the Credit Facility Maximum Amount, subject to Drawdowns, as specified in the above Definitions, within the limits defined as the Credit Facility Maximum Amount ; the difference between the Credit Facility Maximum Amount and all the Drawdown Amounts being the “ Available Amount ”.

Article 1 — Facility amount

The Lender agrees to grant the Borrower loans up to an aggregate amount of USD 250,000,000.00 (two hundred and fifty millions dollars) or the equivalent amount in any other Optional Currency.

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The Borrower may, by giving not less than seven Business Days’ Prior notice to the Lender, cancel the Credit Facility Maximum Amount in whole or in part, in a minimum amount of USD10,000,000.00 and integral multiples thereof. Any cancellation will be irrevocable and may not be re-borrowed.

Article 2 — Purpose and use of the Facility

The Borrower shall use the Facility and any Drawdown Amounts for general corporate purposes.

Every Drawdown during the Availability Period for Drawdowns or any capitalisation of accrued interest payable pursuant to Article 4 hereunder will be subject to the following conditions (the “ Conditions Precedent ”):

Article 3 — Fees

The Borrower will pay the Lender an up-front fee of 0.20% of the Credit Facility Maximum Amount, payable within thirty (30) Business Days following the Credit Facility Commencement Date.

In addition, the Borrower shall pay the Lender a commitment fee of 0.75% per annum on the undrawn and uncancelled amount of the Facility at each anniversary date hereof during the period from the Credit Facility Commencement Date up to and including the Credit Facility Termination Date.

For the avoidance of doubt, any such commitment fee payable shall, on its payment date, be incorporated as a Drawdown into the Facility, the amount of which will be increased accordingly, provided it shall not, at any time, exceed the Credit Facility Maximum Amount.

Article 4 — Interest

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Article 5 — Payment