Exhibit 26
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To:
Banca di Roma - Milan Branch
Piazza Xxxxxxx Xxxxxx I
20123 Milan
Milan, November 14, 2001
Dear Sirs:
We received today the text we reproduce in full below, in token of our
agreement.
"""""""""""""
Milan, November 14, 2001
To:
OLIMPIA SPA
Xxxxx Xxxxx 000
00000 XXXXX
Financing of 250,000,000= EUROS (two hundred fifty million
Euros) Issuing bank: Banca di Roma S.p.A. (hereinafter "Bank") in favor of
OLIMPIA SPA (hereinafter "Company")
We are pleased to communicate that our Bank has decided to grant your company a
credit line for 6 months with the terms and conditions specified below:
1 - AMOUNT
Total amount 250,000,000= Euros (two hundred fifty million Euros).
2 - TERM
6 months from the signing of the agreements; within said term, the Company must
reimburse the amount disbursed, together with accrued interest. No drawdowns
will be admitted if their term expires beyond the expiration of the credit line.
3 - DRAWDOWNS
In one or several installments, in the form of cash advance, with notice of 2
banking business days (and therefore by 10 a.m.). The notice, which must be
written, by telex or fax, must specify the minimum amount of 1,000,000= Euros
(one million Euros) or whole multiples of 1,000,000= Euros (one million Euros).
4 - DISBURSEMENT OF THE DRAWDOWNS
Each individual drawdown will be disbursed by the Bank debiting a special
account of the Company.
5 - DRAWDOWN PERIODS
The total or partial amount may be used for periods of one week, 1, 2, 3 and 6
months.
6 - REIMBURSEMENT OF DRAWDOWNS TERM OF THE CREDIT LINE OPT-OUT RIGHT
The "Company" will reimburse the amount of each drawdown at its expiration by
paying to the "Bank," in the same currency, the respective amount to be deducted
from the exposure. Reimbursement may not take place on a day other than the
expiration date, unless the expiration date of a drawdown is a banking
non-business day, in which case the reimbursement will take place on the
immediately following banking business day.
The "Company" may prepay the amounts drawn down with notice to the Bank by
registered letter with acknowledgement of receipt 7 banking business days before
the prepayment day. Said term will begin from receipt by the Bank.
7 - UP FRONT COMMISSION
The Company will pay to the Bank a commission of 0.40% of the total amount of
the credit line referred to in Article 1, within 60 business days of the signing
of the contract, or at the same time with the prepayment.
8 - INTEREST RATE
Revisable for each drawdown (or drawdown renewal) and equal to the one-week, 1,
2, 3 and 6-month EURIBOR rate (calculation base actual days/360), depending on
the term of the drawdown, plus 0.50% per annum, indicated for currency on the
day of disbursement or renewal, and published on Reuters.
If on the day of calculation of the interest rate the Bank finds that,
temporarily, there are no sources suitable for the calculation of the interest
rate applicable for the new period. the Bank will communicate an alternative
rate to the Company which, in due time, must communicate whether it intends to
suspend the disbursement or, in the case of renewal, reimburse the drawdown or
accept the conditions proposed.
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9 - MATURITY
Concerning each drawdown, it is understood as the last day of the respective
drawdown period. Whenever a maturity date is not a banking business day, the
maturity date in question will be the immediately subsequent banking business
day.
10 - RIGHT OF REPEATED DRAWDOWN
The company reserves the right to drawdown again the financing under the
conditions referred to in Articles 3, 4 and 5, giving notice to the Bank in the
terms and by the methods referred to in Article 3 above. Whenever the request
for drawdown of the company is equal to the amount of the maturing drawdown as
of that date, reimbursement and a successive new disbursement will not take
place, but only a simple renewal of the maturing drawdown as of that date. If
renewal is requested for a lower amount, the company will reimburse the
difference between the amount of the maturing drawdown as of that date and the
amount of the new drawdown. Whenever, however, the Company's request for
drawdown is higher than the amount of the maturing drawdown as of that date, it
will be fully renewed and increased up to the amount requested, by disbursement
of additional funds, but always within the limits of the credit granted.
Following the reimbursement of each drawdown, the credit line will be further
usable for the respective amount provided a period at least equal to that of the
requested drawdown is still missing until the maturity date of the credit line.
Upon each request for drawdown or renewal of a drawdown by the Company, the
total of the current drawdowns may not exceed the total amount referred to in
Art. 1.
11 - INTEREST PAYMENT
For each drawdown, interest will be calculated on the maturity of each drawdown,
based on the actual number of days divided by 360, with the understanding that
the last drawdown will mature at the same time with the maturity of the credit
line referred to in Article 2 above. In the event of opt-out, as referred to in
Article 14 below, the payment of interest for ongoing drawdowns must take place
at the end of the drawdown with the latest maturity, with the understanding that
the settlement of the interest for drawdowns maturing during the ongoing quarter
at the time of the opt-out must take place on the opt-out date. The respective
amount will be paid by the Company to the Bank on the days of payment of the
interest, with the same currency.
12 - MISSED DRAWDOWN COMMISSION
The Company will pay to the Bank a commission of 0.25% per annum on the unused
amount of the financing referred to in Article 1. This commission, which will be
paid quarterly on maturity, at the end of each calendar quarter, will be
calculated on the average weighted amount unused in the quarter in question,
using as calculation factors the total amounts of the missed daily drawdowns out
of the amount referred to in Art. 1, weighted on the actual number of days in
which each of said missed drawdowns has taken place.
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13 - LATE INTEREST
In the event of failure to pay in due time and in full any amount owed for any
reason under this contract for a cause imputable to the Company, the unpaid
amount will be subject to late interest calculated for the actual number of days
lapsed and based on a year with 360 days, at a variable rate equal to the
interest rate defined in Art. 7 above plus 2 percentage points per annum.
This interest will be accrued ipso jure, from the written notice of the Bank
sent by registered letter with acknowledgement of receipt from the date of
receipt of said written communication by the Company.
14 - OPT-OUT
The Company has the right to opt-out from the credit line at any time, provided
the Bank received from the Company an irrevocable written communication by
registered letter with acknowledgement of receipt 15 days before the date
scheduled for the opt-out.
In the event of opt-out, the Company will not owe any penalty. In the event
that, at the time of exercise of such right by the Company, there are ongoing
drawdowns, they will be reimbursed on their natural maturity; in no event will
the Company have the right to obtain new drawdowns from the time the Company
exercised the opt-out right.
15 - MISCELLANEOUS OBLIGATIONS OF THE COMPANY
The "Company" pledges for the entire term of the financing and until total
settlement of the relations arising from it:
o to send to the Bank annual balance sheets within 90 days of their
approval by the respective shareholders' meeting;
o to notify the Bank immediately of any significant change or technical,
administrative or legal event that may modify in a substantially
damaging sense for the Bank the assets, economic and financial
situation of the Company as compared to that of the last balance sheet
approved on the date of disbursement;
o to supply within 30 days of the written request of the Bank the
declarations, documentation and any other document or data on its own
equity and economic condition.
16 - IMPOSSIBILITY TO POSTPONE THE OBLIGATIONS OF THE COMPANY
Failure to pay on the established date any amount owed as reimbursement of
capital and interest and, more generally, any of the obligations hereunder, may
not be suspended or delayed.
17 - FORFEITURE OF THE BENEFIT OF TERM OF THE OPT-OUT RIGHT
It is understood that the Company will benefit the forfeit of any term
hereunder, in the occurrence of any of the hypotheses set forth in Art. 1186 of
the Civil Code. The forfeiture of the benefit of term will be communicated by
the Bank to the Company, by registered letter with acknowledgement of receipt.
In this case, the Company must reimburse all amounts owed in capital and pay all
matured interest until the date of receipt of said letter. It is expressly
established that the contract will be canceled pursuant to Art. 1456 C.C. in the
event of:
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o failure or delay in the refund of amounts by the Company lasting 30
days and not remedied within 15 calendar days of the date of written
communication from the Bank;
o the Company's failure to fully and punctually perform any of its
obligations under Article 15 a), b), c), unless the Company remedies
the failure within 15 days of the request in this sense from the Bank
sent by registered letter with acknowledgement of receipt;
o non-truthfulness of the financial statements submitted by the Company
for the purposes of, or during the financing, pursuant to Art. 15 c).
In the occurrence of even one of the situations of hypotheses of
non-compliance mentioned above, the Bank is entitled to declare that the
Company forfeited the benefit of term or to cancel the financing
relationship, with simple notice by registered letter with acknowledgement
of receipt. Consequently, in this case, this credit line will be deemed
expired or canceled as of the day of receipt of said notice, for the entire
portion still in existence, and the company must timely reimburse the
balance disbursed and not yet reimbursed, with interest at the rate
referred to in Article 8 until the date of forfeiture of the benefit of
term or cancellation and, as of that day, with late interest at the rate
established in Article 13, until the day of actual payment with
incidentals, and damages, if any, proven with undisputable documentary
evidence for losses possibly incurred by the Bank due to the cancellation
of the relationship.
18 - CHARGES
It is understood that the Company will pay any charges for taxes, fees,
withholdings or conditions that must be applied in connection with this
contract, including its registration, with the understanding that the Bank must
receive the amounts net of any charge, equal to those set forth herein.
19 - EUROPEAN MONETARY UNION
The Company takes note:
o that, following the fact that Italy joined the European Monetary Union
(EMU) as of 1/1/1999, the Italian Lira may be replaced by the sole
European currency named Euro;
o that consequently the Bank has the right to carry out and post to the
accounts the operations governed by this contract, both in lire and in
Euros, as long as the lira will continue being legal tender.
Furthermore, the parties agree that the interest rate or the respective
calculation methods and other economic conditions set forth herein will not be
modified because of the adoption of the Euro. It is understood, however, that
the change of the currency following the monetary unification process will not
constitute in any event a cause for cancellation of the contract, pursuant to
Article 3 of CE regulation No. 1103/97. It is further specified that the
adoption of the Euribor parameter has been established by X.X. No. 104344 of
December 23, 1998, published in the Gazzetta Ufficiale, General Series No. 302
of 12/29/1998, valid as of December 30, 1998.
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20 - OBLIGATIONS OF ASSIGNS
All obligations assumed by the "Company" are understood to be constituted with
joint and several liability for all possible successors or assigns.
21 - AMENDMENTS OF THESE CONDITIONS
Any possible amendments of these conditions must be made in writing.
22 - PROOF OF CREDIT
The statements of account, records and in general the accounting records of the
"Bank" will always have the value of full proof (except in the event of material
error) in any venue and for any effect of the credit to the "Company," if not
answered by the "Company," indicating its reasons, within 90 (ninety) days of
receipt.
23 - COURT OF JURISDICTION
For all disputes that may arise from this contract, the Court of Milan will have
jurisdiction.
24 - COMMUNICATIONS
Communications will be issued by letter to the following addresses:
- to the "Bank":
BANCA DI ROMA SPA
MILAN BRANCH
Xxxxxx X. Xxxxxx 0
00000 XXXXX
Attn: Xx. Xxxxx Xxxxxxxx
------------------------
Tel.: 00 00000 000
Fax: 00 00000 000
- to the "Company":
OLIMPIA SPA
Xxxxx Xxxxx 000
00000 Xxxxx
Attn: Financial Department - Dr. Gironi
---------------------------------------
Tel.: 00 0000 0000
Fax: 00 0000 0000
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25 - CHANGES OF ADDRESS
Any change of address must be communicated to the other party by registered
letter with acknowledgement of receipt.
------ / ------
If you agree with the above, please transcribe the text of this letter on your
letterhead, having it regularly signed by your Legal Representatives and signed
on every individual page.
After said signature, please add at the foot, with an additional signature at
the end, the following declaration: "Pursuant to and for the purposes of Art.
1341 C.C., we declare that we specifically agree with the following articles:
Article 12 Missed drawdown commission.
Article 13 Late interest.
Article 15 Various obligations of the Company.
Article 16 Impossibility to postpone the obligations of the Company.
Article 17 Forfeiture of the benefit of the term and cancellation of the
contract.
Article 18 Charges.
Article 20 Obligations for assigns.
Article 22 Proof of credit.
Article 23 Court of jurisdiction.
Best regards.
BANCA DI ROMA S.P.A.
Paola Xxxxxxxx Xxxxxx Del Xxxxxxx
""""""""""""""""
For agreement
Xxxxxxx Xxxxx
Olimpia S.p.A.
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Pursuant to and for the purposes of Art. 1341 C.C., we declare that we
specifically agree with the following articles:
Article 12 Missed drawdown commission.
Article 13 Late interest.
Article 15 Various obligations of the Company.
Article 16 Impossibility to postpone the obligations of the Company.
Article 17 Forfeiture of the benefit of the term and cancellation of the
contract.
Article 18 Charges.
Article 20 Obligations for assigns.
Article 22 Proof of credit.
Article 23 Court of jurisdiction.
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