EXHIBIT 10.11
DATE: 15th June, 2000
HAVAS ADVERTISING
as Borrower's Agent
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
SOCIETE GENERALE
as Lenders
X.X. XXXXXX SECURITIES LTD.
SOCIETE GENERALE
as Arrangers
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
as Agent
_________________________________________________________
LOAN AMENDMENT AGREEMENT
_________________________________________________________
Xxxxxxxxx and May
00 Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
(RS/RCYS)
LOAN AMENDMENT AGREEMENT
DATE: 15th June, 2000
PARTIES
1. HAVAS ADVERTISING of 00 xxx xx Xxxxxxxx, 00000 Xxxxxxxxx-Xxxxxx Xxxxx,
Xxxxxx (the "Borrowers' Agent").
2. XXXXXX GUARANTY TRUST COMPANY OF NEW YORK and SOCIETE GENERALE, as Lenders.
3. X.X. XXXXXX SECURITIES LTD. and SOCIETE GENERALE, as Arrangers.
4. XXXXXX GUARANTY TRUST COMPANY OF NEW YORK as Agent.
BACKGROUND
(A) By a loan agreement (the "Loan Agreement") dated 18th May, 2000 and made
between the Borrowers, the Guarantors, the Lenders, the Arrangers and the
Agent, the Lenders agreed to make available to the Borrowers a
US$400,000,000 multicurrency 364 day term loan facility.
(B) The Borrower's Agent and the Lenders have agreed to amend the terms of the
Loan Agreement on the terms of this Agreement.
(C) Pursuant to clause 24.2 of the Loan Agreement, any amendment to the Loan
Agreement agreed by the Borrower's Agent is binding on all the Obligors.
The parties agree as follows:
1. INTERPRETATION
1.1 Loan Agreement
Unless otherwise stated, the definitions and interpretation provisions
contained in Clause 1 of the Loan Agreement are deemed to be incorporated
expressly in this Agreement and apply to this Agreement accordingly.
2
1.2 Scope
This Agreement is supplemental to and amends the Loan Agreement.
2. AMENDMENT OF THE LOAN AGREEMENT
The Loan Agreement shall be amended with effect from the date of this
Agreement as follows:
In Clause 1.1, the definition of "Qualifying Bank" will be deleted and
replaced with the following:
"Qualifying Bank" means a bank or other financial institution which, at the
time when it becomes a Lender, is resident for tax purposes in either:-
(A) a country which has concluded a double tax treaty with France
offering, subject to satisfaction of certain conditions, a withholding
tax exemption on interest payments; or
(B) France.
3. CONSTRUCTION
This Agreement and the Loan Agreement will be read and construed as one
document. References in the Loan Agreement to the Loan Agreement (however
expressed) will be read and construed as references to the Loan Agreement
and this Agreement.
4. MISCELLANEOUS
4.1 Law
This Agreement is to be governed by and construed in accordance with
English law.
4.2 Counterparts
There may be several signed copies of this Agreement. There is intended to
be a single Agreement and each signed copy is a counterpart of that
Agreement.
3
SIGNATURES
Borrower's Agent
----------------
SIGNED by JACQUES )
HERAIL for and on behalf of )
HAVAS ADVERTISING )
The Lenders
-----------
SIGNED by XXXXXX )
XXXXXXX for and on behalf )
of XXXXXX GUARANTY )
TRUST COMPANY OF NEW )
YORK )
SIGNED by YVES )
LALLEMAND for and on )
behalf of SOCIETE )
GENERAL )
The Arrangers
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SIGNED by XXXXXX )
XXXXXXX for and on behalf )
of X.X. XXXXXX )
SECURITIES LTD. )
SIGNED by YVES )
LALLEMAND for and on )
behalf of SOCIETE )
GENERAL )
The Agent
---------
SIGNED by XXXXXX )
XXXXXXX for and on behalf )
of XXXXXX GUARANTY )
TRUST COMPANY OF NEW )
YORK )
