FACILITY AGREEMENT


                            between

                     TDL INFOMEDIA LIMITED

                  TDL INFOMEDIA HOLDINGS PLC.

                     (as the  'Borrowers')


                              and


                   SEAT PAGINE GIALLE S.p.A.
                       (as the 'Lender')










                   Dated as of July 24 2003

Article 1     Definitions							3

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     Repayment and Prepayment				7

Article 8     Payments								7

Article 9     Taxation								8

Article 10    Undertakings of the Borrowers			8

Article 11    Events of Default						8

Article 12    Stamp Duties							9

Article 13    Assignment of the Agreement			9

Article 14    Notices								9

Article 15    Entire Agreement and Amendments		10

Article 16    Severability							10

Article 17    Language								10

Article 18    Waiver								11

Article 19    Applicable Law and Jurisdiction		11

Schedule 1    Conditions Precedent					12

Schedule 2    Form of Request of Drawdown			13

Schedule 3    Form of Notice of Voluntary Prepayment14


                      FACILITY AGREEMENT

This Facility Agreement (hereinafter, the 'Agreement') is made
and entered into this July 24 2003, by and between:

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, duly represented by  Mr.  Kevin
Watson;


TDL  INFOMEDIA  HOLDINGS 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, duly represented by  Mr.  Kevin
Watson  (hereinafter,  together  with  TDL  INFOMEDIA  LIMITED
referred to 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.

The  Borrowers  and  the  Lender  shall  be  also  hereinafter
referred  to  individually as the 'Party' and collectively  as
the 'Parties'.


                            WHEREAS
TDL  INFOMEDIA  LIMITED is 99.73% owned by Seat Pagine  Gialle

S.p.A. ('Seat').

TDL  INFOMEDIA HOLDINGS PLC., is 100% indirectly owned by  TDL

INFOMEDIA LIMITED.

The  Lender, following a request of the Borrowers, is  willing
to make available to the Borrowers a credit facility of GBP 55
million  under  the  terms and conditions set  forth  in  this
Agreement (the 'Facility').

 The Borrowers intend to utilize such for the purposes set out
in Article 2.2.

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 Article 6.1 (i) of this Agreement.
1.2.Applicable Margin means 1,180% 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 4.5%.
1.3.Availability Period means the period from July 30th 2003
and the date falling twentyfour   months after the Effective
Date.
1.4.Available Amount means, in any moment, the amount in GBP
resulting from the difference between (i) the Maximum Amount
and (ii) the Utilised Amount.
1.5.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 Turin and London.
1.6.Borrower Banking Account means the banking account
communicated, in the Request of Drawdown, to the Lender by the
relevant Borrower.
1.7.Break 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.
1.8.Drawdown means any portion of the Facility that may be
drawn down on any date within the Availability Period.
1.9.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 Request of Drawdown.
1.10.    Effective Date has the meaning set forth in Article
2.3 of this Agreement.
1.11.    Event of Default means any event set out in Article
11 of this Agreement.
1.12.    GBP means the lawful currency of the United Kingdom.
1.13.    Facility means the credit facility made available to
the Borrowers by the Lender under this Agreement.
1.14.    Final Maturity Date means October 15th 2010.
1.17Lender  Banking  Account  means  the  banking  account  as
    communicated in due time to the Borrowers by the Lender.
1.18Maximum Amount means the amount of GBP 55 million.
1.19Person means any individual, company, corporation, firm,
partnership, joint venture, association, organisation or other
entity, whether or not having a separate legal personality.
1.20Request of Drawdown means the request made by the relevant
Borrower pursuant to Article 6.1 of this Agreement.
1.21Target Day means a day on which the Trans-European
Automated Real Time Gross Settlement Express Transfer (Target)
System is open.
    Seat  PG  means Seat Pagine Gialle Spa a corporation  duly
    incorporated and existing  under the laws of Italy,  which
    is  the  direct and/or indirect controlling Person of  the
    Lender and the Borrowers.
1.22Utilised Amount means, at any time, the sum of the  Amount
    of the outstanding Drawdowns.
1.23Voluntary Prepayment means the prepayment set forth in
Article 8.2 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 and the Borrowers agree to utilise the
    Facility  for (i) the partial or total prepayment  of  the
    outstanding amount of the TDL Infomedia Holdings plc 15.5%
    Senior  Discount Notes due 2010 with a face value  of  USD
    11.275.000  (the  'Bonds') together with interest  accrued
    thereon; (ii) the payment of future interest and hedging costs
    associated with borrowings under this Facility; (iii)  the
    repayment  of  the amounts outstanding under the  facility
    agreement dated 12 August 2002 between Telecom Italia Finance
    S.A. and the Borrowers (the 'Previous Agreement'); (iv) the
    repayment by TDL Infomedia Holdings plc of interest costs and
    hedging losses relating to the Previous Facility and paid on
    behlaf  of TDL Holdings plc by other TDL Infomedia Limited
    group companies; and (v) the financing of any payments  to
    bondholders who accept an offer to purchase the Bonds at a
    purchase price of 101% of the principal amount plus accrued
    interest.


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
    and effect 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  that  it
has  received  from  each  Borrower,  in  form  and  substance
satisfactory to it, the documents referred to in Schedule 1.


                          Article   4
                Representations and Warranties

Each Borrower represents and warrants that:

(a) Status:  it  is  a  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   In   reliance  of  the  warranties  and  representations
   contained herein and subject to the terms of this Agreement,
   during the Availability Period and up to the Maximum Amount,
   the Lender shall make available the Facility to the Borrowers
   in one or more Drawdowns, each of which shall be not less than
   GBP 1 (one) million .

5.2  It  is  understood  that the Lender  shall  be  under  no
   obligation to approve any Drawdown under the Facility after
   the  expiry of the Availability Period and no amounts  will
   remain  outstanding after the expiry of 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 the Borrowers  by
   the  Lender  provided  that  the requesting  Borrower  (the
   'Requesting  Borrower') shall give to the Lender  not  less
   than  5  (five) Banking Days written notice,  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 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 the above to the Requesting Borrower; and
   (ii)decrease such Amount to the Available Amount.

6.3On  the  Drawdown Date of each Drawdown, the  Lender  shall
   credit  to  the  Requesting Borrower Banking  Account   the
   Amount of the Drawdown.


                          Article  7
                Calculation of Applicable rate

7.1Save  as  otherwise  provided for in  this  Agreement,  the
   Requesting  Borrower shall pay interest on any Drawdown  at
   the  Applicable Rate for the period from the Drawdown  Date
   of  the  relevant  Drawdown  to the  Final  Maturity  Date.
   Interest shall be payable semi- annually in arrears.

7.2All 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 Final Maturity Date.

7.3With 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, the Borrowers  shall
repay the Amount on the Final Maturity Date.


8.2  Each  Borrower shall be entitled to prepay the  whole  or
part  of  its  respective  part of the  Utilised  Amount  (the
'Voluntary Prepayment') on the following terms:
   (a) the relevant 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 1 million;
(c) the Prepayment Notice having been given, the relevant
Borrower shall be bound to make the prepayment therein
specified.

   In  the  event  of any Voluntary Prepayment,  the  relevant
   Borrower  shall  refund  the Lender  any   Break  Costs  of
   redeployment of funds.


8.3If  the Lender ceases to control any of the Borrowers,  the
   Borrowers,  upon  simple request of the  Lender,  shall  be
   obliged to prepay the Utilised Amount on the date specified
   in  paragraph 7.6 below, together with any interest accrued
   thereon  up to such date, and the Available Amount will  be
   immediately cancelled. For the avoidance of any  doubt  the
   envisaged  demerger of the Lender, which will be  effective
   on  or  about August 1st, 2003, will not be deemed  by  the
   Parties  as  a change of control of the Borrowers  for  the
   purposes of this Article 8.3.

8.4The date for repayment or prepayment of the Utilised Amount
   will be the Banking Day  following the date of  receipt  by
   the  Borrowers of notice from the Lender or, if later,  the
   latest date allowed by the relevant law


                          Article   9
                           Payments

9.1  All  payments of the Borrowers shall be made by crediting
the amounts to the Lender Banking Account, without set-off  or
counterclaim in immediately available cleared funds 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 written notice to
the  Borrowers, change at any time the Lender Banking  Account
at its sole discretion.


                         Article   10
                           Taxation

10.1 All payments of principal or interest under this Agreement
shall be made free and clear of and without any deduction  for
or on account of taxes.

10.2  If  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 Borrowers

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  unsubordinated  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 under the terms and
         conditions 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 (fifteen) 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; or


   Then at any time after the occurrence of any event set  out
   above  when  such event is continuing unwaived, the  Lender
   may by notice in writing to the Borrowers declare that this
   Agreement shall be terminated with respect to the Borrowers
   and the provision of Article 8.4 shall apply.

   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  its  rights  and/or
obligations hereunder without the prior written consent of the
Lender.  The  Lender  may  assign any  of  its  rights  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 or 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
TDL INFOMEDIA HOLDINGS Plc.
Thomson House
296 Farnborough Road
Farnborough
Hants.  GU14 7NU

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  Party, modify  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 to 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  or delay of a Party 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  executed  this
Agreement  in  two  (2)  originals on  the  date  first  above
written.

_____________________________
TDL INFOMEDIA LIMITED



_____________________________
TDL INFOMEDIA HOLDINGS PLC.



____________________________
SEAT PAGINE GIALLE SPA







                          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 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: Facility Agreement dated  July 24th 2003 (the 'Agreement')
for  GBP 55.000.000,00 in favour of TDL INFOMEDIA LIMITED  and
TDL  INFOMEDIA,  in favour of TDL INFOMEDIA  LIMITED  and  TDL
INFOMEDIA HOLDINGS PLC.


        We refer to the Agreement.
        Capitalised  terms  used  and  not  otherwise  defined
herein have the meanings set ut in the Agreement.

        In accordance with Article 6 of the Agreement, by this
letter we confirm the Request of Drawdown as per the following
instructions:

        Amount :          .....
        Currency:         GBP ___________
        Beneficiary :      TDL INFOMEDIA [ ]
        Drawdown  Date :    Interest period  :       From  ...
   to .....
        Bank :
        Account No:
        SWIFT Code :

   We  confirm  that, at the date hereof, the  representations
and  warranties set out in Article 4 of the Agreement are true
and correct and no Event of Default has occurred.



         Yours sincerely,



         TDL INFOMEDIA [ ].

                          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:  Facility  Agreement dated  July 24 2003 the  'Agreement')
for  GBP 55.000.000,00 in favour of TDL INFOMEDIA LIMITED  and
TDL INFOMEDIA HOLDINGS PLC.

        We refer to the Agreement.
        Capitalised  terms  used  herein  and  not   otherwise
defined herein have the meanings set out in the Agreement.

        In  relation  to Article 8 of the Agreement,  by  this
letter  we request  to make a partial/full prepayment  of  the
following Utilised Amount :

            Amount : GBP_________

You  are  kindly  requested to provide us with  your  standard
settlement instructions.

We  acknowledge  that  the prepaid amount  is  not  less  than
GBP________ or any integral multiple thereof


         Yours sincerely,


         TDL INFOMEDIA [ ].