MULTICURRENCY FACILITY AGREEMENT
between
TDL INFOMEDIA LIMITED
TDL INFOMEDIA GROUP Plc
TDL GROUP Ltd
THOMSON DIRECTORIES LIMITED
(each one as 'Borrower')
and
SEAT PAGINE GIALLE S.p.A.
(as 'Lender')
Dated as of July 24 2003
Article 1 Definitions 4
Article 2 General Principles 5
Article 3Conditions Precedent 5
Article 4 Representations and Warranties 5
Article 5 Availability 6
Article 6 Request and Disbursement of Drawdowns 6
Article 7 Calculation of Applicable Rate 7
Article 8 Repayment and Prepayment 7
Article 9 Payments 8
Article 10 Taxation 8
Article 11 Undertakings of the Borrower 8
Article 12 Events of Default 8
Article 13 Stamp Duties 10
Article 14 Assignment of the Agreement 10
Article 15 Notices 11
Article 16 Entire Agreement and Amendments 12
Article 17 Severability 12
Article 18 Language 12
Article 19 Waiver 12
Article 20 Applicable Law and Jurisdiction 13
Schedule 1 Conditions Precedent 14
Schedule 2 Form of Request of Drawdown 15
Schedule 3 Form of Notice of Voluntary Prepayment16
MULTICURRENCY FACILITY AGREEMENT
THIS MULTICURRENCY FACILITY AGREEMENT (hereinafter, the
'Agreement') is made and entered into this 24th of July 2003 by:
TDL INFOMEDIA LIMITED
A company duly organized and existing under the laws of United
Kingdom, with its registered office at Thomson House, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ,
represented by its duly empowered representative ▇▇ ▇. ▇▇▇▇▇▇
TDL INFOMEDIA GROUP Plc
A company duly organized and existing under the laws of United
Kingdom, with its registered office at Thomson House, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
represented by its duly empowered representative ▇▇. ▇. ▇▇▇▇▇▇.
TDL GROUP LIMITED
A company duly organized and existing under the laws of United
Kingdom, with its registered office at Thomson House, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
represented by its duly empowered representative ▇▇. ▇. ▇▇▇▇▇▇.
▇▇▇▇▇▇▇ DIRECTORIES LIMITED
A company duly organized and existing under the laws of United
Kingdom, with its registered office at Thomson House, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ,
represented by its duly empowered representative ▇▇. ▇. ▇▇▇▇▇▇.
Each of them being also hereinafter referred to individually as
'Borrower' and collectively as the 'Borrowers'
and
SEAT PAGINE GIALLE S.p.A.
A company duly organized and existing under the laws of Italy
(hereinafter, referred to as the 'Lender'), with its registered
office at ▇▇▇ ▇▇▇▇▇▇ ▇▇/▇ ▇▇▇▇▇▇-▇▇▇▇▇ represented by duly
empowered representative ▇▇.▇▇▇▇▇▇▇▇ Perissich, Chairman, and Mr
Paolo ▇▇▇ ▇▇▇▇ Managing Director.
Each Borrower and the Lender being also hereinafter referred to
individually as 'Party' and collectively as the 'Parties'.
WHEREAS
- The Lender, following a request of the Borrowers, wishes to
make available to the Borrowers a revolving credit facility for an
amount of up to GBP 55.000.000 (fifty five million) ('Maximum
Amount') under the terms and conditions set forth in this
agreement (the 'Facility').
- The Borrowers wish to utilise such amount in order to finance
their activities.
In consideration of the above premises, which constitute an
integral and substantial part of this Agreement, the Parties agree
as follows:
Article 1
Definitions
In this Agreement, unless otherwise indicated:
1.1.Amount means, in relation to each Drawdown, the amount
determined pursuant to section 6.1 (i) of this Agreement.
1.2.Applicable Margin means 1,125% p.a.. In case of substantial
changes in the market conditions, the Applicable Margin will be
modified. Due to the planned de-merger of the Directories Business
Activities of the Lender and the subsequent disposal of these
activities from Telecom Italia Group, the financial funding
conditions of the company to which such activities will be
transferred ('New Seat') will change. The Borrowers accept that
New Seat will renegotiate the Applicable Margin with them. It is
agreed that the new Applicable Margin will be determined by the
market and is anticipated to be approximately 3.7%.
1.3.Applicable Rate means the aggregate of the LIBOR (EUR or GBP,
according to the currency of each Drawdown) and the Applicable
Margin for each Interest Period relating thereto.
1.4.Availability Period means the period from July 30th 2003 and
the date falling one (1) month before the Final Maturity Date.
1.5.Available Amount means, in any moment, the amount in GBP
resulting from the difference between (i) the Maximum Amount and
(ii) the Utilised Amount.
1.6.Banking Day means a Target Day and a day on which banks are
open for the business of the nature required by this Agreement in
Torino (Italy) and London.
1.7.Borrower Banking Account means the banking account
communicated, in the request of Drawdown, to the Lender by each
Borrower.
1.8.Breakage Costs means the amount (if any) which the Lender is
entitled to receive under this Agreement as compensation if any
part of the Facility is prepaid.
1.9.Drawdown means any portion of the Facility that may be drawn
down on any date within the Availability Period, which may be made
in Euro or in GBP at the Requesting Borrower's discretion.
1.10. Drawdown Date means, in relation to each Drawdown, the
Banking Day falling within the Availability Period on which the
Drawdown is made and indicated by the relevant Borrower in the
related Request of Drawdown.
1.11. Effective Date has the meaning set forth in section 2.3
of this Agreement.
1.12. Event of Default means any event set out in Article 12.
1.13. GBP means the lawful currency of the United Kingdom.
1.14. EURO means the lawful currency of the European Union.
1.15. Facility means the revolving credit facility made
available to the Borrowers by the Lender under this Agreement.
1.16. Final Maturity Date means July 23rd 2004.
1.17. Interest Period means each period of one, three, six or
twelve (1, 3, 6, 12) months, or any other period which the
Borrowers and the Lender should mutually agree, at the Borrower's
option provided however that:
(a) the Interest Period for each Drawdown shall commence on the
Drawdown Date of that Drawdown;
(b) if the relevant Borrower fails to give notice of its
selection in relation to an Interest Period, the duration of that
Interest Period shall be three (3) months;
(c) no Drawdown shall have an Interest Period ending after the
Final Maturity Date.
1.18. Lender Banking Account means the banking account
references communicated, in due time, to the Borrowers by the
Lender.
1.19. LIBOR means in relation to the Facility or any Drawdown
thereof, the rate per annum determined to be equal to either:
(i) the interest rate which appears on the Libor01 page of
the Reuters' Screen for deposits in GBP or EUR (whichever
applicable), (or its successor system) rounded up to five
decimal, and for each Interest Period at or about 11.00 a.m.
London time two Banking Days before the Drawdown Date of each
Interest Period for delivery on the first day of such Interest
Period and for the duration thereof; or
(ii) if no such display rate is then available, shall be
considered the first available observation on the following
Banking Day.
1.20. Maturity Date means, in relation to each Drawdown,
according to the Interest Period opted by each Borrower, the day
corresponding to the expiration of the first, third, sixth or
twelfth month following the Drawdown Date of the same Drawdown.
1.21. Maximum Amount means the amount of GBP 55.000.000 (fifty
five million).
1.22. Request of Drawdown means the relevant request made by
each Borrower pursuant to section 6.1 of this Agreement.
1.23. Utilised Amount means, at any time, the sum of the
Amounts of the outstanding Drawdowns, it being understood that any
Drawdown made in Euro currency will be converted in GBP at the
exchange rate of the relevant Drawdown Date, so that the Utilised
Amount shall always be expressed in GBP.
1.24. Target Day means a day on which the Trans-European
Automated Real Time Gross Settlement Express Transfer (Target)
System is open.
1.25. Voluntary Prepayment has the meaning set forth in section
8.3 of this Agreement.
1.26 the "control" of a company or corporation shall be construed
as:
(a) the power (whether by way of ownership of shares, proxy,
contract or other binding arrangement) to:
(i) cast, or control the casting of, more than one-half of the
maximum number of votes that might be cast at a general
meeting of the company or corporation; or
(ii)appoint or remove all, or the majority, of the directors of
that company or corporation; or
(iii) give directions with respect to the operating and
financial policies of that company or corporation which the
directors of that company or corporation are obliged to comply
with; or
(b) the holding (directly or indirectly) of a participating
interest in that company or corporation and:
(i) the actual exercise of a dominant influence over that company
or corporation; or
(ii) the person holding (directly or indirectly) the participating
interest and that company or corporation are managed on a unified
basis; or
(c) the holding of more than one-half of the issued share capital
of that company or corporation (excluding any part of that issued
share capital that carries no right to participate beyond a
specified amount in a distribution of either profits or capital).
Article 2
General Principles
2.1 The recitals and the schedules to this Agreement are all an
integral part of this Agreement. Any reference to 'this Agreement'
shall include, without limitation, all such recitals and
schedules.
2.2 The Lender hereby agrees to make available to the Borrowers
the Facility.
2.3 This Agreement shall become effective on the date of the
execution of this Agreement by the Parties (hereinafter, referred
to as the 'Effective Date') and shall remain in force until the
Final Maturity Date or, in any event, until the Borrowers have
fully complied with their payment obligations provided for in this
agreement.
Article 3
Conditions Precedent
Save as the Lender may otherwise agree with the Borrowers, the
Lender shall not be under any obligation to allow any Drawdown
under this Agreement unless the Lender has confirmed to the
Borrowers within two Banking Days of receipt thereof it has
received from each Borrower, in form and substance satisfactory to
it, all of the documents and other things referred to in Schedule
1.
Article 4
Representations and Warranties
Each Borrower represents and warrants that:
(a) Status: it is the company, duly incorporated, in good standing
and validly existing under the laws of the United Kingdom.
(b) Powers and authority: it has the power to enter into and
perform, and has taken all necessary action to authorize the entry
into, performance and delivery of this Agreement and the
transactions contemplated by it.
(c) Obligation Binding: this Agreement constitutes a legal, valid
and binding obligation of the Borrower and it is fully enforceable
according to its terms.
(d) No Conflict: the execution and delivery of, and the
performance of the provisions of this Agreement by the Borrower do
not, and will not, conflict with: (i) any applicable law or
regulation in force in the United Kingdom on the Effective Date;
or (ii) the Borrower's articles of association and/or by-laws;
or (iii) any contract or other document which is binding upon the
Borrower.
(e) Accuracy of Information: the financial and other business
information submitted or to be submitted to the Lender by the
Borrower in connection with this Agreement is complete and
accurate in all material respects.
(f) Authorisation: it has obtained all the necessary consents and
authorizations required in order to give full effect to this
Agreement and to enable the Borrower to perform all its
obligations hereunder.
Article 5
Availability
5.1 Based upon the warranties and representations contained herein
and subject to the terms of this Agreement, during the
Availability Period, the Lender shall make the Facility available
to the Borrowers in Drawdowns, each of which shall be equal to or
greater than GBP 500,000 (five hundred thousand) (if the drawing
is in GBP) and greater or equal to EUR 500,000 (five hundred
thousand) (if the drawing is in Euro) and up to the Available
Amount. It is understood that the Lender shall be under no
obligation to approve any Drawdown under the Facility after the
end of the Availability Period. Furthermore, no amounts will
remain outstanding after the Final Maturity Date.
5.2It is understood that at any time the total amount of the
Drawdowns, outstanding, and not repaid at that time, shall not
exceed the Maximum Amount.
Article 6
Request and Disbursement of Drawdowns
6.1Subject to the terms of this Agreement, the Facility or any
part thereof shall be made available to each Borrower by the
Lender provided that the requesting Borrower shall give to the
Lender not less than 5 (five) Banking Days written notice (the
'Requesting Borrower'), which notice shall be substantially in
the form of Schedule 2 attached hereto (the 'Request of
Drawdown') and which shall:
(i) specify the Drawdown Date, the currency of the Drawdown (GBP
or Euro), the Interest Period, and the Amount to be drawn on such
date;
(ii)be effective upon receipt by the Lender and, once given, be
irrevocable.
6.2Should the Amount indicated by the Requesting Borrower in the
Request of Drawdown exceed the Available Amount, the Lender
shall:
(i) communicate that fact to the Requesting Borrower; and
(ii)decrease such Amount to the Available Amount.
6.3 On the Drawdown Date of each Drawdown, the Lender shall
credit to the Requesting Borrower Banking Account the Amount of
the Drawdown.
6.4 Upon written request of the Borrowers, any Drawdown or any
part thereof may be rolled over by the Lender, provided that the
requesting Borrower shall give notice to the Lender of its
intention to roll over any Drawdown or any part thereof not less
than 5 (five) Banking Days before the Maturity Date of the
relevant Drawdown, and which shall:
(i) specify the Interest Period and the Amount to be rolled over;
(ii)be effective upon receipt by the Lender and, once given, be
irrevocable.
Article 7
Calculation of Applicable Rate
7.1 Save as otherwise provided for in this Agreement, the
Requesting Borrower shall pay interest on any Drawdown at the
Applicable Rate for each Interest Period relating thereto.
Interest shall be payable in arrears on the last day of each
Interest Period concerned, in the same currency chosen by the
Requesting Borrower for the relevant Drawdown.
7.2 With respect to each Drawdown made in GBP, all interest
shall accrue from day to day and be calculated on the basis of
a 365-day year, taking into account the actual number of days
elapsing from the Drawdown Date to the Maturity Date. With
respect to each Drawdown made in Euro, all interest shall
accrue from day to day and be calculated on the basis of a 360-
day year, taking into account the actual number of days
elapsing from the Drawdown Date to the Maturity Date.
7.3 With respect to each Drawdown, the Lender shall
communicate to the Requesting Borrower the Applicable Rate
within 24 hours of fixing the Applicable Rate.
Article 8
Repayment and Prepayment
▇.▇.▇▇▇▇ as otherwise provided herein, all the Requesting
Borrowers shall repay the Amount, on the Final Maturity Date, in
the same currency of the Request of Drawdown.
8.2.Subject to as hereinafter provided, each Requesting Borrower
shall repay each respective Drawdown in full on the last day of
its Interest Period and any amount repaid may be redrawn by the
Borrowers, provided that the Availability Period has not expired.
8.3.Voluntary Prepayment: each Requesting Borrower shall be
entitled to prepay the whole or part of its respective part of the
Utilised Amount in the same currency chosen by the Requesting
Borrower for the relevant Drawdown on the following terms:
a) each Requesting Borrower shall give the Lender not less
than five (5) Banking Days written notice (in the form set
out in schedule 3) of its intention to make such prepayment
(the Prepayment Notice'), specifying the amount to be prepaid
and the date of intended prepayment;
b) the amount of any partial prepayment shall not be less
than GBP 300.000 (three hundred thousand) if the related
Drawing has been made in GBP, and not less than EUR 450.000
(four hundred and fifty thousand) if the related Drawing has
been in EUR, or any integral multiple thereof;
c) the Prepayment Notice as aforesaid having been given,
each Requesting Borrower shall be bound to make the
prepayment therein specified.
In the event of any Voluntary Prepayment each Requesting
Borrower shall refund the Lender the reasonable Breakage
Costs, if any, of redeployment of funds.
8.4The Lender may decide, following the request of the Borrowers
to be received fifteen Banking Days before the Final Maturity
Date, to renew the Facility on giving written notice to the
Borrowers at least 5 Banking days before the Final Maturity
Date.
Article 9
Payments
9.1 All payments to be made by each Borrower shall be made by
payment of the relevant amounts to the Lender Banking Account,
without set-off or counterclaim in immediately available
cleared funds in the same currency (GBP or EUR) chosen by the
Requesting Borrower for the relevant Drawdown not later than
11.00 p.m. Italian time on the date on which the relevant
payment is due under the terms of this Agreement.
9.2 If any payment should fall on a day which is not a Banking
Day, that payment shall be extended to fall on the next Banking
Day unless the result of such extension would be to carry such
payment over into another calendar month in which event such
payment shall fall on the preceding Banking Day.
9.3 The Lender may, by giving ten days prior notice to the
Borrowers, change at any time the 'Lender Banking Account' at its
sole discretion, according to clause 1.18.
Article 10
Taxation
10.1All payments of principal or interest under this Agreement
shall be made free and clear of and without deduction for or on
account of taxes.
10.2If a Borrower is required to make any deduction or withholding
from any payment here above, it shall pay the full amount to be
deducted or withheld to the local tax authorities within the time
allowed under the applicable law, and shall deliver to the Lender
an original receipt issued by such authority of all amounts so
required to be deducted or withheld.
Article 11
Undertakings of the Borrower
All the obligations and liabilities of each Borrower under this
Agreement (a) are and will continue to be direct, unconditional,
irrevocable and general obligations of such Borrower and (b) rank
and will continue to rank in right of payment and point of
security at least pari passu with all other unsecured and
insubordinate indebtedness of such Borrower.
Article 12
Events Of Default
If:
(i) any of the Borrowers does not pay any sum due from it under
this Agreement at the time and in the manner specified in this
Agreement; or
(ii)any of the Borrowers fails to perform any of its other
obligations hereunder and such failure, if capable of remedy, is
not remedied within 15 days after the Lender has given notice
thereof to the Defaulting Borrower; or
(iii) any order is made or any effective resolution is passed
or a petition is presented for the winding-up, dissolution,
liquidation or re-construction of any of the Borrowers or for the
appointment of a receiver, administrator or trustee or similar
officer of it or of all or substantially all of its revenues and
assets; or
(iv)any of the Borrowers is unable to pay its debts as they fall
due, commences negotiations with its creditors generally with a
view to general readjustments or rescheduling of its indebtedness
or makes a general assignment for the benefit of or a composition
with its creditors;
Then at any time after the occurrence of any event set out in this
Article 12 when such event is continuing unwaived, the Lender may
by notice in writing to the Borrower declare that this Agreement
shall be terminated with respect to the Borrowers and demand
immediate repayment of the Drawdawn (s) together with accrued
interest to the date of actual repayment and any other sum due by
the Borrowers under this Agreement.
The Borrowers shall indemnify the Lender against all losses, costs
and expenses (including legal fees) reasonably incurred as a
result of the occurrence of an Event of Default.
Article 13
Stamp Duties
The Borrowers shall pay all stamp, registration and other taxes to
which this Agreement is or at any time may be subject and shall
from time to time on demand of the Lender, indemnify the Lender
against any liabilities, costs, claims and expenses resulting from
any failure to pay or any delay in paying any such tax.
Article 14
Assignment of the Agreement
The Borrowers may not assign any of their rights and/or
obligations hereunder without the prior written consent of the
Lender. The Lender may assign any of its right and/or obligations
hereunder to any third person.
Article 15
Notices
All notices or other communications under or in connection with
this Agreement shall be given by letter and anticipated by
facsimile, unless otherwise agreed by the Parties. Any such
notice will be deemed to be given as follows:
(a) if by letter, when delivered personally or on actual receipt;
and
(b) if by facsimile, when received in legible form.
However, a notice given in accordance with the above but received
on a non-Banking Day or after business hours in the place of
receipt will only be deemed to be given on the next Banking Day in
that place.
The address, telephone number and facsimile number of each Party
for all notices under or in connection with this Agreement are the
following:
- if to be addressed to the Borrowers:
TDL INFOMEDIA LIMITED
Address: Thomson House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
For the attention of: Mr K ▇▇▇▇▇▇ and : Mr. G
Field
Tel:.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Fax: + ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
TDL INFOMEDIA GROUP Plc
Address: Thomson House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
For the attention of: Mr. K ▇▇▇▇▇▇ and : Mr.
G Field
Tel:.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Fax: + ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
TDL GROUP LIMITED
Address: Thomson House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
For the attention of: Mr. K ▇▇▇▇▇▇ and : Mr.
G Field
Tel:.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Fax: + ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
THOMSON DIRECTORIES LIMITED
Address: Thomson House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
For the attention of: Mr. K ▇▇▇▇▇▇ and : Mr. G
Field
Tel:.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Fax: + ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
if to be addressed to the Lender
SEAT PAGINE GIALLE S.p.A.
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇
To the attention of: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Tel: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Fax ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Each Party may, by not less than 5 Banking Days' written notice to
the other Parties, change the address to which requests or
communications shall be directed.
Article 16
Entire Agreement and Amendments
This Agreement may not be released, discharged, abandoned,
changed, renewed, extended, or modified in any manner except by an
instrument in writing signed by duly authorised officers or
representatives of each of the Parties of this Agreement.
Article 17
Severability
If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality or enforceability of the
other provisions hereof shall not be affected thereby, and the
Parties shall negotiate in good faith a valid, legal and
enforceable substitute provision as similar as possible to the
provision at issue.
Article 18
Language
This Agreement shall be in the English language and all
documentation and/or communications related hereto will also be in
the English language, except if otherwise specifically mutually
agreed in writing among the Parties. In this last case, the
interested Party shall bear all the costs of translations to
English and all risks of the accuracy of such translation.
Article 19
Waiver
Failure of one of the Parties to exercise any right or remedy
hereunder shall not constitute nor be interpreted as a waiver by
such Party to exercise such right or remedy.
Article 20
Applicable Law and Jurisdiction
20.1 This Agreement shall be governed and construed in accordance
with the laws of Italy .
20.2 Any dispute or disagreement arising among the Parties as a
result of the interpretation, performance or consequences of
this Agreement which can not be resolved amicably within 15
days from the date on which such dispute or disagreement
arises, shall be submitted to the exclusive jurisdiction of the
Court of Milan.
In witness whereof, the Parties hereto have signed this Agreement
in five (5) original copies, all in the English language.
For the Lender: SEAT PAGINE GIALLE For TDL INFOMEDIA LIMITED:
S.p.A. Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Name: Paolo ▇▇▇ ▇▇▇▇ Title: Director
Title: Managing Director
Signature:
Signature:
For : TDL INFOMEDIA GROUP Plc
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
Signature:
For TDL GROUP LIMITED:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
Signature:
For THOMSON DIRECTORIES LIMITED:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Finance Director
Signature:
SCHEDULE 1
CONDITIONS PRECEDENT
(a) A certified copy of the resolution of the Board of Directors
of the Borrower approving the terms and conditions of this
Facility Agreement.
(b) A list of named persons authorised to give written
instructions to draw under this Agreement.
(c) A duly executed copy of this Multicurrency Facility Agreement.
SCHEDULE 2
Form for the Request of Drawdown
Date [ ]
to: Seat Pg Spa
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to the kind attention of ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Re: Multicurrency Facility Agreement dated July 24, 2003 for GBP
55,000,000 (fifty five million), in favour of TDL INFOMEDIA
LIMITED, TDL INFOMEDIA GROUP Plc, TDL GROUP LIMITED, THOMSON
DIRECTORIES LIMITED, (the Borrowers) .
We refer to the Multicurrency Facility Agreement referred
to above. Capitalised terms used herein and not otherwise defined
herein have the meanings set out in the Multicurrency Facility
Agreement.
In accordance with Article 6 of the Facility Agreement, by
this letter we confirm the Request of Drawdown as per the
following instructions:
Amount : ...
Currency: GBP/ EURO ...
Beneficiary : Requesting Borrower
Drawdown Date : Interest period : From ... to ...
Bank :
Account No:
SWIFT Code :
We confirm that, at the date hereof, the representations set
out in Article 4 (Representations and Warranties) of the
Multicurrency Facility Agreement are true and no Event of Default
has occurred.
Yours sincerely,
Name
SCHEDULE 3
Form of Notice of Voluntary Prepayment
Date [ ]
to: Seat Pg Spa
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▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
to the kind attention of ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Re: Multicurrency Facility Agreement dated July 24, 2003, for GBP
55,000,000 (fifty five million), in favour of TDL INFOMEDIA
LIMITED, TDL INFOMEDIA GROUP Plc, TDL GROUP LIMITED, THOMSON
DIRECTORIES LIMITED (Borrowers).
We refer to the Multicurrency Facility Agreement referred
to above. Capitalised terms used herein and not otherwise defined
herein have the meanings set out in the Multicurrency Facility
Agreement.
In relation to Article 8 of the Multicurrency Facility
Agreement, by this letter we confirm the Request to make a partial
/ full prepayment of the following outstanding amount :
Amount : GBP /EUR .....
Borrower : .....
You are kindly requested to provide us your standard settlement
instructions.
We acknowledge that the prepaid amount is not less than GBP.../EUR
.... (.....) or any integral multiple thereof
Yours sincerely,
[duly authorised signatories of the Borrower]
