Exhibit (b)(4)
To: Xxxx International P.L.C.
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Elsevier NV
XX Xxx 000
0000 XX Xxxxxxxxx
as Original Guarantors
Xxxx Elsevier (UK) Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X OPX
Attn: Company Secretary
as Borrowers' Agent
20 December, 2000
Dear Sirs
US$8.5 Billion Credit Agreement
1. We refer to the US$8,500,000,000 Credit Agreement (the "Credit Agreement")
dated 13 December, 2000 and made, inter alia, between (1) Xxxx Elsevier
Inc. and Elsevier Finance SA as Original Borrowers; (2) Xxxx International
P.L.C. and Elsevier NV as Original Guarantors; (3) Xxxx Elsevier (UK)
Limited as Borrowers' Agent; (4) Deutsche Bank AG London and Xxxxxx Xxxxxxx
Xxxx Xxxxxx Bank Limited as Joint Lead Arrangers; (5) Deutsche Bank AG
London as Facility Agent and Euro Swingline Agent; and (6) Deutsche Bank
AG, New York Branch as Dollar Swingline Agent.
2. Terms defined in the Credit Agreement shall have the same meaning herein,
unless otherwise defined herein or the context otherwise requires.
3. We have received the consent of the Majority Lenders for the Credit
Agreement to be amended, with effect from the date of this letter, by:
(i) in Clause 1.1, deleting the definitions of "Cash Collateral Account"
and "Cash Collateral Bank";
(ii) in Clause 21.19, re-numbering that clause as Clause 21.18;
(iii) in Clause 21.13(b), deleting the words "Clause 6" and replacing them
with the words "Clause 5";
(iv) in Clause 23.3(b):
(a) inserting, after the words "adjusted to" in the first line of the
second sentence thereof, "(i)"; and
(b) adding at the end of the second sentence thereof:
"and (ii) exclude, on a pro forma basis, EBITDA of any disposed
business using such combined financial statements of Xxxx
Elsevier";
(v) in Clause 26.1(a), deleting the word "Borrower" and replacing it
with "Borrowers' Agent";
(vi) in Clause 27.2(a)(ii), adding the word "Facility" before the word
"Agent"; and
(vii) in Clause 27.2(a)(iii), deleting the word "Subsidiary" and
replacing it with the words "component company".
4. The provisions of the Credit Agreement shall, save as amended hereby,
continue in full force and effect.
5. This letter shall constitute a Financing Document.
6. (a) This letter will be executed in any number of counterparts and this has
the same effect as if the signatures on the counterparts were on a single
copy of this letter.
(b) Delivery of an executed signature page of this letter by fax shall be
as effective as delivery of a manually executed document.
7. This letter shall be governed by, and construed in accordance with, English
law. The parties submit to the non-exclusive jurisdiction of the English
courts.
8. Please sign and return the enclosed copy of this letter to indicate your
agreement to the foregoing.
Yours faithfully
DEUTSCHE BANK AG LONDON
as Facility Agent
By: /s/ Xxxx Xxxxxxxx
--------------------
Title: Director
By: /s/ Xxxx Xxxxxx
------------------
Title: Director
Agreed and accepted:
XXXX INTERNATIONAL P.L.C.
as Original Guarantor
/s/ Xxxx Xxxxxxxxx
------------------
By: Xxxx Xxxxxxxxx
Title: Company Secretary
Date: 20 December, 2000
ELSEVIER NV
as Original Guarantor
/s/ Xxxx Xxxxx
--------------
By: Xxxx Xxxxx
Title: Company Secretary
Date: 20 December, 2000
XXXX ELSEVIER (UK) LIMITED
as Borrowers' Agent
/s/ Xxxxxx Xxxxx
----------------
By: Xxxxxx Xxxxx
Title: Company Secretary
Date: 20 December, 2000
