SECTION 1 -

o the execution of a term loan agreement in a principal amount of €900,000,000
between the NEW SERVICES HOLDING S.A. as borrower and a group of
lending banks and the delivery to the NEW SERVICES HOLDING S.A. of the
amount it draws down in application of such agreement no later than the day
before the date of the Combined General Meeting of Shareholders of ACCOR
S.A. called to approve the contribution agreement in order to reimburse the
current account granted by ACCOR S.A. that is excluded from the contribution
of assets;
o the execution of a term loan agreement in a principal amount of €600,000,000
between the NEW SERVICES HOLDING S.A. as borrower and a group of
lending banks, and the delivery to the NEW SERVICES HOLDING S.A. of the
amount it draws down in application of such agreement no later than the day
before the date of the Combined General Meeting of Shareholders of ACCOR
S.A. called to approve the contribution agreement in order to reimburse the
current cash account granted by ACCOR S.A. that is excluded from the
contribution of assets;
o the receipt of a visa of the Autorité des marchés financiers on the prospectus prepared
in application of the General Regulations of the Autorité des marchés financiers in
connection with the admission of the New Services Holding shares for trading on
Euronext Paris; and
o the decision authorizing the admission of the New Services Holding shares for
trading on Euronext Paris.
If any of these conditions is not met by June 29, 2010 at the latest, the contribution agreement
will be null and void, without any indemnity obligation binding upon either party, unless ACCOR
S.A. and NEW SERVICES HOLDING S.A. have waived their right to raise the benefit of any
unfulfilled condition(s) precedent.
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