THE THOMSON CORPORATION, as Issuer and COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee Indenture Dated as of November 20, 2001Indenture • December 16th, 2008 • Thomson Reuters Corp /Can/ • Miscellaneous publishing • New York
INDENTURE, dated as of November 20, 2001 between THE THOMSON CORPORATION, a corporation duly organized and existing under the laws of the Province of Ontario (herein called the “Company”), having its principal office at Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24, Toronto-Dominion Centre, Toronto, Ontario, Canada M5K 1A1, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as trustee (herein called the “Trustee”), having its principal office at Computershare Trust Company of Canada, 100 University Avenue, Floor 12, South Tower, Toronto, Ontario, M5J 2Y1.
THE THOMSON CORPORATION, as Issuer COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of September 20, 2005 to INDENTURE Dated as of November 20, 2001Eighth Supplemental Indenture • May 29th, 2008 • Thomson Reuters Corp /Can/ • Miscellaneous publishing
This Eighth Supplemental Indenture, dated as of the 20th day of September 2005, between The Thomson Corporation, a corporation organized under the laws of the Province of Ontario (hereinafter called the “Company”), Computershare Trust Company of Canada, a trust company continued under the laws of Canada, as trustee (hereinafter called the “Initial Trustee”) and Deutsche Bank Trust Company Americas, a New York corporation, as trustee (hereinafter called the “Additional Trustee”).
IMPLEMENTATION AGREEMENT DATED 15 MAY 2007 THE THOMSON CORPORATION and REUTERS GROUP PLC and THE WOODBRIDGE COMPANY LIMITED and THOMSON-REUTERS LIMITED CO:5315852.2Equalization and Governance Agreement • May 23rd, 2007 • Thomson Corp /Can/ • Miscellaneous publishing • Ontario
STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • February 29th, 2008 • Thomson Corp /Can/ • Miscellaneous publishing • New York
STOCK AND ASSET PURCHASE AGREEMENT, dated as of May 11, 2007, among The Thomson Corporation Delaware Inc., a Delaware corporation (“TCDI”), Thomson Legal & Regulatory Inc., a Minnesota corporation (“TLR”), Thomson Finance S.A., a corporation organized under the laws of Luxembourg (“Thomson Finance”), Thomson Learning Holdings Coöperatief U.A., a co-operative established under the laws of the Netherlands (“TLHC” and, together with TCDI, TLR and Thomson Finance, the “Stock Sellers”), Thomson Global Resources, a corporation organized under the laws of the Republic of Ireland (“TGR” or the “Asset Seller” and, together with the Stock Sellers, the “Sellers”) and Apax/TL Holdings LLC, a Delaware limited liability company (the “Purchaser”).
DEED OF VARIATIONDeed of Variation • October 9th, 2007 • Thomson Corp /Can/ • Miscellaneous publishing
DATED 8 OCTOBER 2007 between THE THOMSON CORPORATION and REUTERS GROUP PLC and THE WOODBRIDGE COMPANY LIMITED and THOMSON-REUTERS LIMITED in relation to an Implementation Agreement dated 15 May 2007
LETTERHEAD OF BEAR, STEARNS & CO. INC.]Thomson Corp /Can/ • September 28th, 2007 • Miscellaneous publishing
We understand that The Thomson Corporation (“Thomson”) and Reuters Group PLC (“Reuters”) intend to enter into the Combination Agreements (as defined below), pursuant to which Thomson and Reuters shall be combined through the implementation of a dual listed company structure (the “DLC Transaction”). Following implementation of the DLC Transaction, Thomson and Reuters shall continue as separate legal entities, but they shall be managed and operated, through contractual arrangements, as if they were a single economic enterprise (the “Combined Group”). Pursuant to the DLC Transaction, Reuters shareholders would be, pursuant to a scheme of arrangement effected under English law, entitled to receive 352.5 pence per share in cash and an equity participation in the Combined Group based on an equalization ratio of 0.1600 Thomson shares for each Reuters share (together, the “Consideration to be Issued”). Shares of Thomson will remain outstanding following consummation of the DLC Transaction and
PURCHASE AGREEMENTPurchase Agreement • February 29th, 2008 • Thomson Corp /Can/ • Miscellaneous publishing • Ontario
PURCHASE AGREEMENT, dated as of May 11, 2007, between Thomson Canada Limited, a corporation incorporated under the laws of Ontario (the “Seller”), and Apax/TN Holdings LLC, a Delaware limited liability company (the “Purchaser”).
364-DAY REVOLVING CREDIT AGREEMENT dated as of May 24, 2007 and amended as of June 27, 2007 by and among THE THOMSON CORPORATION, as Canadian Borrower and as a Non-Canadian Borrower, THE OTHER BORROWERS ACCEDING HERETO FROM TIME TO TIME, THE SEVERAL...Day Revolving Credit Agreement • August 31st, 2007 • Thomson Corp /Can/ • Miscellaneous publishing • New York
This 364-DAY REVOLVING CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”), dated as of May 24, 2007 and amended as of June 27, 2007, is among THE THOMSON CORPORATION, as Canadian Borrower and as a Non-Canadian Borrower (“Thomson”), certain Subsidiaries of Thomson acceding hereto from time to time (together with Thomson, collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Agreement (each, a “Lender” and collectively, the “Lenders”), BARCLAYS BANK PLC (“Barclays”), as Non-Canadian administrative agent for the Non-Canadian Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the “Non-Canadian Administrative Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent (in such capacity, the “Syndication Agent”), THE TORONTO-DOMINION BANK (“TD”), as Canadian admi
THE THOMSON CORPORATION (An Ontario corporation) US$800,000,000 5.70% Notes due 2014 TERMS AGREEMENTTerms Agreement • September 28th, 2007 • Thomson Corp /Can/ • Miscellaneous publishing • New York
The Thomson Corporation (the “Company”) proposes to issue and sell up to US$2,000,000,000 aggregate principal amount of its debt securities (the “Securities”) from time to time on terms to be determined at the time of sale (such securities constituting the “Underwritten Securities” with respect to a Terms Agreement (as defined below)). The Securities will be issued under an indenture dated as of November 20, 2001, as supplemented on the dates set forth in the Terms Agreement, (the “Indenture”) between the Company, Computershare Trust Company of Canada (“Computershare”) and Deutsche Bank Trust Company Americas (“DB”), each of Computershare and DB, a Trustee. Each issue of Securities may vary as to the aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption provisions, conversion provisions and sinking fund requirements, if any, and any other variable terms which the Indenture contemplates may be set forth in the Securities as issued
CREDIT AGREEMENT dated as of August 14, 2007, among THE THOMSON CORPORATION The Other Borrowers Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A, as General Administrative Agent, ROYAL BANK OF CANADA, as Canadian Administrative Agent...Credit Agreement • August 31st, 2007 • Thomson Corp /Can/ • Miscellaneous publishing • New York
CREDIT AGREEMENT dated as of August 14, 2007 (this “Agreement”), among THE THOMSON CORPORATION; the other Borrowers from time to time party hereto; the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A., as General Administrative Agent; ROYAL BANK OF CANADA, as Canadian Administrative Agent; J.P. MORGAN EUROPE LIMITED, as London Agent; and J.P. MORGAN AUSTRALIA LIMITED (ABN 52 002 888 011), as Australian Administrative Agent.
