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Facility Agreement

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Title:

Facility Agreement

Entities:

Allied Irish Banks plc; Bank of Ireland; Barclays Bank plc; Barclays Capital Inc.; British Sky Broadcasting Group plc; Citibank, NA; JPMorgan Chase Bank; News Corp. Ltd.; Royal Bank of Scotland plc; Toronto-Dominion Bank; Bank of New York; Deutsche Bank AG; Salomon Brothers International Limited

Date:

2003

Size:

Preview shows 32KB of 255KB total

Price:

$60

ID:

#172186

► Loans ► Facility Agreements
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CONFORMED COPY

Dated 20 March 2003

600,000,000 Revolving Credit Facilities
for

BRITISH SKY BROADCASTING GROUP PLC

Guaranteed by
CERTAIN SUBSIDIARIES OF
BRITISH SKY BROADCASTING GROUP PLC

Arranged by
BARCLAYS CAPITAL
DEUTSCHE BANK AG LONDON
and
SALOMON BROTHERS INTERNATIONAL LIMITED

Agent
BARCLAYS BANK PLC

FACILITY AGREEMENT

Contents


Clause	Page
SECTION 1		5
INTERPRETATION		5
1 Interpretation		5
2 Construction		17
SECTION 2 THE FACILITIES		21
3 The Facilities		21
4 Purpose		21
5 Conditions of Utilisation		21
SECTION 3 UTILISATION		23
6 Utilisation		23
7 Optional Currencies		27
SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION		29
8 Repayment		29
9 Prepayment and cancellation		29
SECTION 5 COSTS OF UTILISATION		32
10 Interest		32
11 Interest Periods		33
12 Changes to the calculation of interest		33
13 Fees		34
SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS		36
14 Tax gross up and indemnities		36
15 Increased costs		39
16 Other indemnities		40
17 Mitigation by the Lenders		41
18 Costs and expenses		41
SECTION 7 GUARANTEE		43
19 Guarantee and indemnity		43
SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT		48



20 Representations		48
21 General undertakings		51
22 Events of Default		58
SECTION 9 CHANGES TO PARTIES		62
23 Changes to the Lenders		62
24 Changes to the Obligors		64
SECTION 10		65
THE FINANCE PARTIES		65
25 Role of the Agent and the Mandated Lead Arrangers		65
26 Conduct of business by the Finance Parties		69
27 Sharing among the Finance Parties		69
SECTION 11 ADMINISTRATION		71
28 Payment mechanics		71
29 Set-off		74
30 Notices		74
31 Calculations and certificates		75
32 Partial invalidity		75
33 Remedies and waivers		75
34 Amendments and waivers		76
35 Counterparts		77
SECTION 12 GOVERNING LAW AND ENFORCEMENT		78
36 Governing law		78
37 Enforcement		78
Schedules
Schedule 1 The Original Parties		79
	Part I The Obligors	79
	Part II The Agent and the Original Lenders	80
Schedule 2 Conditions precedent		84
Schedule 3 Requests		85
	Part I Utilisation Request	85



	Part II Utilisation Request	86
Schedule 4 Mandatory Cost formulae		87
Schedule 5 Form of Transfer Certificate		90
Schedule 6 Form of Deed of Guarantor Accession		91
Schedule 7 Documents and evidence to be delivered by Acceding Guarantors		92
Schedule 8 Form of Compliance Certificate		93
Schedule 9 Timetables		94
Schedule 10 Form of Letter of Credit		95

THIS AGREEMENT is dated 20 March 2003 and made BETWEEN:

(1) BRITISH SKY BROADCASTING GROUP PLC (the Borrower);

(2) THE SUBSIDIARIES of the Borrower listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors);

(3) BARCLAYS CAPITAL, DEUTSCHE BANK AG LONDON and SALOMON BROTHERS INTERNATIONAL LIMITED (the Mandated Lead Arrangers, and each an MLA);

(4) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the Original Lenders); and

(5) BARCLAYS BANK PLC as agent of the Lenders (the Agent).

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1 Interpretation

1.1 Purpose

This Agreement sets out the terms and conditions upon and subject to which the Lenders agree, according to their several obligations, to make available to the Borrower under the guarantee of the Guarantors, a revolving credit facility of up to 600,000,000 or the equivalent in Optional Currencies for (i) the purpose of refinancing the Existing 750 million Facility and cancelling, in part, the Existing 300 million Facility, and (ii) general corporate purposes and to finance the working capital or capital expenditure requirements of the Group.

1.2 Definitions

In this Agreement, unless the context otherwise requires:

Acceding Guarantors means those Subsidiaries of the Borrower who have become a party to this Agreement as Guarantors pursuant to clause 19.17 (Acceding Guarantors);

Additional Cost means, in relation to any period, a percentage calculated for such period at an annual rate determined by the application of the formula set out in Schedule 4 (Mandatory Cost formulae);

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

Agent means Barclays Bank PLC of 5 the North Colonnade, Canary Wharf, London E14 4BB or such other person as may be appointed agent for the Lenders pursuant to clause 25.11 (Resignation of the Agent);

Agents Spot Rate of Exchange means the Agents spot rate of exchange for the purchase of any relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day;

Authorised Officer means any director, employee or officer of the Borrower or any other Obligor authorised to sign Authorised Officers Compliance Certificates, Utilisation Requests and other notices, requests or confirmations referred to in this Agreement or relating to the Facilities;

Available Commitment means a Lenders Commitment under the Facility minus:

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(1)		BRITISH SKY BROADCASTING GROUP PLC (the Borrower);

(2)		THE SUBSIDIARIES of the Borrower listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors);

(3)		BARCLAYS CAPITAL, DEUTSCHE BANK AG LONDON and SALOMON BROTHERS INTERNATIONAL LIMITED (the Mandated Lead Arrangers, and each an MLA);

(4)		THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the Original Lenders); and

(5)		BARCLAYS BANK PLC as agent of the Lenders (the Agent).

1		Interpretation

1.1		Purpose

		This Agreement sets out the terms and conditions upon and subject to which the Lenders agree, according to their several obligations, to make available to the Borrower under the guarantee of the Guarantors, a revolving credit facility of up to 600,000,000 or the equivalent in Optional Currencies for (i) the purpose of refinancing the Existing 750 million Facility and cancelling, in part, the Existing 300 million Facility, and (ii) general corporate purposes and to finance the working capital or capital expenditure requirements of the Group.

1.2		Definitions

		In this Agreement, unless the context otherwise requires:

		Acceding Guarantors means those Subsidiaries of the Borrower who have become a party to this Agreement as Guarantors pursuant to clause 19.17 (Acceding Guarantors);

		Additional Cost means, in relation to any period, a percentage calculated for such period at an annual rate determined by the application of the formula set out in Schedule 4 (Mandatory Cost formulae);

		Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

		Agent means Barclays Bank PLC of 5 the North Colonnade, Canary Wharf, London E14 4BB or such other person as may be appointed agent for the Lenders pursuant to clause 25.11 (Resignation of the Agent);

		Agents Spot Rate of Exchange means the Agents spot rate of exchange for the purchase of any relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day;

		Authorised Officer means any director, employee or officer of the Borrower or any other Obligor authorised to sign Authorised Officers Compliance Certificates, Utilisation Requests and other notices, requests or confirmations referred to in this Agreement or relating to the Facilities;

		Available Commitment means a Lenders Commitment under the Facility minus: