This excerpt taken from the LUX 20-F filed Jun 28, 2006.
27.11. Resignation of the Agent
(a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Italian Borrower.
(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Italian Borrower, in which case the Majority Lenders may appoint a successor Agent. Such successor Agent must be acceptable to the Borrowers acting reasonably and in good faith.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Italian Borrower) may appoint a successor Agent subject to such successor Agent being acceptable to the Borrowers acting reasonably and in good faith.
(d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e) The Agents resignation notice shall only take effect upon the appointment of a successor.
(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g) After consultation with the Italian Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.