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,   296
Farnborough  Road,  Farnborough, Hampshire, GU14  7NU,  ENGLAND  ,
represented by its duly empowered  representative Mr K. Watson

TDL INFOMEDIA GROUP Plc
A  company  duly organized and existing under the laws  of  United
Kingdom,  with  its  registered  office  at  Thomson  House,   296
Farnborough  Road,  Farnborough,  Hampshire,  GU14  7NU,  ENGLAND,
represented by its duly empowered  representative Mr. K. Watson.

TDL GROUP LIMITED
A  company  duly organized and existing under the laws  of  United
Kingdom,  with  its  registered  office  at  Thomson  House,   296
Farnborough  Road,  Farnborough,  Hampshire,  GU14  7NU,  ENGLAND,
represented by its duly empowered  representative Mr. K. Watson.

THOMSON DIRECTORIES LIMITED
A  company  duly organized and existing under the laws  of  United
Kingdom,  with  its  registered  office  at  Thomson  House,   296
Farnborough  Road,  Farnborough, Hampshire, GU14  7NU,  ENGLAND  ,
represented by its duly empowered  representative Mr. K. Watson.

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  Via  Grosio  10/8  Milano-Italy  represented  by  duly
empowered representative Mr.Riccardo Perissich, Chairman,  and  Mr
Paolo Dal Pino 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

8.1.Save   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,  296  Farnborough  Road,   Farnborough,
Hampshire, GU14 7NU, ENGLAND

For  the  attention of:   Mr K Watson            and  :     Mr.  G
Field

Tel:.+44 1252 390504                       +44 1252 390530
Fax: + 44 1252 377005                      +44 1252 377005

TDL INFOMEDIA GROUP Plc
Address:   Thomson  House,  296  Farnborough  Road,   Farnborough,
Hampshire, GU14 7NU, ENGLAND
For  the  attention of:   Mr. K Watson              and  :     Mr.
G Field

Tel:.+44 1252 390504                       +44 1252 390530
Fax: + 44 1252 377005                      +44 1252 377005

TDL GROUP LIMITED
Address:   Thomson  House,  296  Farnborough  Road,   Farnborough,
Hampshire, GU14 7NU, ENGLAND
For  the  attention of:   Mr. K Watson              and  :     Mr.
G Field

Tel:.+44 1252 390504                       +44 1252 390530
Fax: + 44 1252 377005                      +44 1252 377005

THOMSON DIRECTORIES LIMITED
Address:   Thomson  House,  296  Farnborough  Road,   Farnborough,
Hampshire, GU14 7NU, ENGLAND
For  the  attention of:   Mr. K Watson           and  :     Mr.  G
Field


Tel:.+44 1252 390504                       +44 1252 390530
Fax: + 44 1252 377005                      +44 1252 377005


if to be addressed to the Lender
SEAT PAGINE GIALLE S.p.A.
Via Saffi 18 10138 Torino-Italy
To the attention of: Mr. Enrico Grigliatti
Tel: +39 011 4351472         Fax +39 011 4352728

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:       Kevin Watson
Name: Paolo Dal Pino                 Title:      Director
Title: Managing Director
                                     Signature:
Signature:
                                     For : TDL INFOMEDIA GROUP Plc
                                     Name:      Kevin Watson
                                     Title:     Director

                                     Signature:
                                     For TDL GROUP LIMITED:
                                     Name:      Kevin Watson
                                     Title:      Director

                                     Signature:
                                     For THOMSON DIRECTORIES LIMITED:
                                     Name:       Kevin Watson
                                     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
                                    Via Aurelio Saffi 18
                                    10138 Torino
                                    Italy

                                    to the kind attention of Mr.
                               Enrico Grigliatti



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
                                    Via Aurelio Saffi 18
                                    10138 Torino
                                    Italy

                                    to the kind attention of Mr.
                               Enrico Grigliatti






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]