November 04, 2005 14:30 ET

SANEF : Board of Directors Meeting of 4th November 2005: approval of CNA agreement amendments

Paris -- (MARKET WIRE) -- November 4, 2005 -- Sanef's Board of Directors met on the 4th November 2005, under the chairmanship of Pierre CHASSIGNEUX, in order to examine in particular proposed modifications to the loan agreements of the Caisse Nationale des Autoroutes.

Within the framework of the ongoing disposal of the State's holdings in toll motorways, the amendments to the CNA loan agreements have lead to a good balance between new sources of flexibility and added constraints. The Board of Directors has authorised Henri JANNET, CEO, to sign the appropriate loan agreements addendum which includes the following points:

- Sanef may, at its own initiative, repay CNA debt early, at market value, without penalty.

- Sanef may take out new loans, identified in the period up to the 31st December 2007, to finance additional construction investments on motorways in service, and until 31st December 2009, draw down additional loans for new construction expenditures provided for in the current concession contract at the time of the signing of the loans, with a maturity lasting up to 2018.

- Mergers, acquisitions and partial exchanges of assets require pre-approval by the CNA, with the exception of inter-Group transactions.

The CNA may demand repayment of outstanding loans if:

- Sanef's Group debt ratio exceeds 7 times EBITDA* (the Group ratio as of 30.06.05 was 5.5 times, leaving spare borrowing capacity) and if EBITDA does not cover net interest expense 2.2 times. Sanef guarantees the debt of its subsidiary SAPN.

- The Group does not maintain the majority of its activities on the construction and operation of road, motorway and parking infrastructure, in France or in other OECD countries, or in ancillary services related to the above (85% of Sanef's assets or 80% of its consolidated revenues must be from these activities at a minimum). All diversification plans which would modify this balance of activities would require pre-approval of the CNA.

* EBITDA : Earnings before interest, tax , depreciation and amortisation.

The Sanef Group, Europe's 4th largest motorway concessionaire located in Europe's economic heartland

Group Revenues 1 Billion Euros - 3,600 employees - a network of 1,743 km of motorways.

Sanef is quoted on the Euronext Eurolist A (Euronext code SNF, ISIN: FR0004151561)

Key subsidiaries: Société des Autoroutes Paris Normandie and Masternaut

Martine Haas ,

Communications Manager

Tel : + 33 1 44 38 61 11

Investor contacts :

Stefan Sater

Investor Relations Manager

Tél : + 33 1 44 38 61 19

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