Exhibit 10.7 Public Deed No. 47/2000
PUBLIC DEED
(Offentliche Urkunde)
Before me, the undersigned Public Notary of the Canton of Zug, Switzerland,
Peter B. Arnold, at his offices at Untermuli 6, CH-6300 Zug, Switzerland,
appeared on this 10th day of May 2000:
Mr. Stefan Koller, Attorney at Law and Notary Public, born 23rd September 1958,
Swiss citizen, residing at Rebenstrasse 6, CH-6312 Steinhausen, Switzerland,
here not acting in his own name, but as representative, exempt of personal
liability, acting without express authority in the name and on behalf of
Seat Pagine Gialle S.p.A., Via Aurelio Saffi 18, I-10138 Turin, Italy
and
Ligapart AG, Neuhofstrasse 4, CH-6341 Baar
and
J. P. Morgan Securities Limited, 60 Victoria Embankment, GB-London
EC 4Y 0JP
and
Morgan Stanley Bank AG, Junghofstrasse 13-15, D-60311 Frankfurt am
Main
and
RSL COM Deutschland GmbH, Lyoner Strasse 9, D-60528 Frankfurt am
Main
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under the reservation to supply to the acting Public Notary a forthcoming
certified consent of each one of the foregoing parties, in legally appropriate
form, as soon as reasonably possible and without undue delay.
This having been done, the person appearing declared, requesting that it be
notarised, the following:
I. An agreement regarding certain clarifications concerning the Public Deeds
established by the acting Public Notary Urk.Nr. 43/2000, Urk.Nr. 44/2000,
Urk.Nr. 45/2000, all dated 6th May, 2000.
II. Words and expressions in this deed and its appendices and annexes shall
have the meanings defined in the respective part of this deed, and
definitions used in one agreement contained in this deed are not
necessarily applicable in another agreement contained in this deed.
III. The costs of this deed shall be borne by Seat Pagine Gialle S.p.A. All
other costs shall be borne by the party by which they are incurred.
IV. The Arbitration Agreement laid down in Public Deed Urk.Nr. 46/2000, dated
6th May, 2000 of the acting Public Notary (hereinafter the "Arbitration
Agreement") shall also apply to disputes in connection with the present
notarial deed. The original of the Arbitration Agreement was available for
inspection to those appearing during the notarisation. After having been
informed by the Notary, those appearing declared that they waive the
requirement of reading out loud the Arbitration Agreement and the
requirement of attaching the Arbitration Agreement to this deed. The
statements and declarations made by Mr. Stefan Koller in the Arbitration
Agreement are hereby approved in full for which our consent is hereby
given irrevocably.
The above and all appendices and annexes were laid out for inspection to the
person appearing and were approved by the person appearing and read out aloud to
the person appearing before the Notary, approved by the person appearing and
executed by him in his own hand as follows:
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Zug/Switzerland, this 10th day of May 2000
/s/
_________________________
Stefan Koller
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Agreement regarding certain clarifications
concerning the Public Deeds established by the acting Public Notary
Urk.Nr. 43/2000, Urk.Nr. 44/2000,
Urk.Nr. 45/2000, all dated 6th May, 2000
I.
The Umbrella Agreement between Seat Pagine Gialle S.p.A., Ligapart AG, J. P.
Morgan Securities Limited and Morgan Stanley Bank AG, Public Deed Urk.Nr.
43/2000 dated 6th May 2000 of the acting Public Notary, requires certain
clarifications as follows:
1. Page 3 second last paragraph of the Introduction to the Public Deed should
read at the beginning of the paragraph
" Option Agreement to be entered into between Seat Pagine Gialle S.p.A.
and RSL Com Deutschland GmbH ..." instead of "Option Agreement between
Seat Pagine Gialle S.p.A. and RSL Com Deutschland GmbH ..."
2. Whenever reference is made to "R", such reference is deemed to be read
"RSL Com Deutschland GmbH".
3. The words at the end of Section 1 subparagraph 2 "the transfer to Seat
shall become effective as soon as the shareholders' resolution
contemplated in Section 2 subparagraph 3 (i) shall be taken" shall be read
as "the transfer to Seat shall become effective at the shortest possible
interval before the newly issued shares shall in freely tradable form be
delivered to the Intermediary".
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4. In Section 2, subparagraph 2, litt. (ii) "one day prior to notarization of
this Agreement" shall in both cases be read as "May 3, 2000 ".
5. In Section 2, subparagraph 2 (ii) (page 3) the nomination of the currency
missing in front of the amount "150" is Euro.
6. In Section 2 subparagraph 2 (iii) (page 3) the nomination of the currency
missing in front of the amount "150" is Euro.
7. In Section 2 subparagraph 4 (ii) (page 4) the nomination of the currency
missing in front of the amount "150" is Euro.
8. In Section 2, subparagraph 4, litt. (ii) "one day prior to notarization of
this Agreement" shall be read as "May 3, 2000 ".
9. In Section 3, subparagraph 1 (a) (page 5) "other declarations attached to
it have been signed by the parties thereto" should be read "other
declarations attached to it have been notarized or signed by the parties
thereto."
10. In Section 4, subparagraph 1 (e) (page 9) the word "and" in the eigth line
before the words "have received the unqualified certification" shall be
deleted.
11. In Section 3, subparagraph 3, second paragraph (page 6) the nomination of
the currency missing in front of the amount "7,500,000" is Euro.
12. In Section 3, subparagraph 3, second paragraph, litt. (ii) (page 6) the
reference should be read as "pursuant to Section 2 subparagraph 1" instead
of "pursuant to Section 1 subparagraph 1".
13. In Section 4 subparagraph 1 j) forth-last line (page 11) the words "of
those" in front of "of the internet domain" shall be deleted.
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14. In Section 5 subparagraph 5 (i) (page 15) the nomination of the currency
missing in front of the amounts "0.5 million" and "5 million" is Euro.
15. In Section 11 (page 19) "R" should be read as "Ligapart".
16. Wherever in the Umbrella Agreement and/or its appendices the address of
Ligapart AG is mentioned, it should read as "Ligapart AG, Neuhofstr. 4,
CH-6341 Baar".
17. In Appendix 1 to Annex 1 to Exhibit 2 (shareholders' resolution dated 4
May 2000) the amount in no. 1 shall be DM 72.936.500,79 instead of DM
72.926.500,79.
18. In Appendix 1 to Annex 1 to Exhibit 2 (shareholders' resolution dated 4
May 2000) in the last line of the first page the German word
"Jahresfehlbetrag" shall be read as "Jahresuberschu(beta)" and the English
word "loss" should read as "profit".
19. Whenever reference is made to "1038 Turin", such reference is deemed to be
read "10138 Turin".
II.
Certain provisions of the Joint Venture Agreement between Seat Pagine Gialle
S.p.A. and RSL COM Deutschland GmbH (Annex I of Urk.Nr. 44/2000 dated 6th May
2000 of the acting Public Notary, and Annex II of Urk.Nr. 43/2000 dated 6th May
2000 of the acting Public Notary) shall be clarified as follows:
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1. Whenever reference is made to "L", such reference shall be deemed to be
made to "Ligapart AG", and whenever reference is made to "San Remo" such
reference shall be read as a reference to "Seat".
2. In Section 1, paragraph 3. a) (page 4) the reference shall read as
"Section 11 para. 1 litt (i)" instead of "Section 11 para. 1 litt (a)".
3. Section 1, subparagraph 6 (page 6) shall at the end be amended by the
following additional wording:
"RSL confirms that, also during the period before the above date, it is
not the intent of RSL to block such increases in cash or in kind of the
share capital of Telegate as may be considered appropriate by Telegate.
Where the existing restrictions on RSL in favor of certain bondholders
prevent RSL from giving its approval to such increases of the share
capital without having obtained the consent of such bondholders, RSL shall
use its best efforts to obtain such consent. If, however, RSL in its
reasonable judgement after consultation with Seat believes that such
consent cannot be obtained during the period before the above date, RSL
and Seat shall in good faith work together to identify and implement
suitable alternative solutions to the share capital increase."
3. In Section 3, subparagraph 2 (ii) (page 8), "one day prior to notarization
of this Agreement" shall in both cases be read as "May 3, 2000".
4. In Section 3 paragraph 2 (ii) (page 8) the nomination of the currency
missing in front of the amount "150" is Euro.
5. In Section 3 paragraph 2 (iii) (page 8) the nomination of the currency
missing in front of the amount "150" is Euro.
6. In Section 3, paragraph 4 (ii) (page 9) "one day prior to notarization of
this Agreement" shall be read as "May 3, 2000".
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7. In Section 3 paragraph 4 (ii) (page 8) the nomination of the currency
missing in front of the amount "150" is Euro.
8. In Section 3, paragraph 5, bottom line (page 9), the reference to "Section
4 no. 3 (b)" should be read "Section 4 subparagraph 3 (b)".
9. In Section 4 subparagraph 3, (page 11) the nomination of the currency
missing in front of the amount "7,500,000" is Euro.
10. In Section 5 paragraph 1 j), in the forth-last line of subparagraph 2,
(page 16) the words "of those" in front of "of the internet domain" shall
be deleted.
11. In Section 6 paragraph 5 (i) (page 20) the nomination of the currency
missing in front of the amounts "0.5 million" and "5 million" is Euro.
12. In Section 11 (page 25), litt. (iv), third line, "as shown in Exhibit 6"
should be read as "by the declaration shown in Appendices 1 and 3 to Annex
1 to Exhibit 4".
13. In Appendix 1 to Annex 1 to Exhibit 4 of the Joint Venture Agreement
(shareholders' resolution dated 4 May 2000) the amount in no. 1 should be
DM 72.936.500,79 instead of DM 72.926.500,79.
14. In Appendix 1 to Annex 1 to Exhibit 4 of the Joint Venture Agreement
(shareholders' resolution dated 4 May 2000) in the last line of the first
page the German word "Jahresfehlbetrag" should be read as
"Jahresuberschu(beta)" and the English word "loss" shall be read as
"profit".
15. In Exhibit 5, sec. 11 (ii) to the Joint Venture Agreement "Lorenzo
Pelliccioli" shall be read as "Angelo Novati".
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16. Whenever reference is made to "1038 Turin", such reference is deemed to be
read "10138 Turin".
III.
Certain provisions of the Option Agreement between Seat Pagine Gialle S.p.A. and
RSL COM Deutschland GmbH (Urk.Nr. 45/2000 dated 6th May 2000 of the acting
Public Notary, and Exhibit 3 to the Joint Venture Agreement contained in Annex I
of Urk.Nr. 44/2000 dated 6th May 2000 of the acting Public Notary, and Exhibit 3
to the Joint Venture Agreement contained in Annex II of Urk.Nr. 43/2000 dated
6th May 2000 of the acting Public Notary) shall be clarified as follows:
1. ss. 2.3: The wording after "(if any)" should be read "and the majority of
the members of the board of directors of RSL Communications Ltd. will be
represented by individuals different from those holding such office
immediately prior to the change of control."
2. In the wording ofss.4.1 (i), second subpara., third line (page 3), the
reference should be to "Section 3, subparagraph 2, litt. (i) of the Joint
Venture Agreement".
3. ss. 4.1.(ii), second hyphen: the words following (a) until (b) shall be
replaced as follows:
"T.May3" shall have the meaning assigned to it as Exercise Price in cash
in the preceding paragraph (i) of this section of this Agreement, and that
4. ss. 4.1.(ii), second hyphen: the words following (b) until the beginning
of the third hyphen shall be replaced as follows:
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"S.May3" shall be replaced by "S.not.day" meaning the average closing
price as published by Bloomberg for Seat shares on the Milan Stock
Exchange on the earlier day of (x) the day when Seat notifies RSL of its
intention to pay in kind or (y) the day of the expiration of the 35 day
period set forth in ss. 4.1.(i) of this Agreement (the total amount of
Seat Shares to be delivered is hereinafter referred to as "Consideration
Seat Shares"); and
5. ss. 4.1.(ii), third hyphen shall be read as follows:
- provides RSL with an irrevocable opportunity to borrow Seat Shares from
an existing shareholder of Seat in an amount equal to the Consideration
Seat Shares at market rates for purposes of effecting a hedge, which hedge
may alternatively also be effected through an intermediary entity,
provided that in both cases the hedge must be such that market disruptions
of the Seat Shares are avoided, for a period from the time from the 35th
day as described in ss. 4.1.(i) or such earlier date at which Seat
notifies RSL of its intention to pay in kind until such time when the
Consideration Seat Shares are delivered by Seat to RSL. It is understood
that the cost of such hedge shall be borne by RSL.
6. ss. 4.3, bottom line (page 5): the reference to "ss.6.2, first hyphen"
shall be read as a reference to "ss.7.2, first hyphen".
7. ss. 9, second paragraph, sixth line (page 6): the parenthesis should be
read before the words "and Seat has not...".
8. Certain provisions of the Exhibit 4 to the Option Agreement (Share
Purchase Agreement) contained in Urk.Nr. 45/2000 dated 6th May 2000 of the
acting Public Notary, and in Exhibit 3 to the Joint Venture Agreement
contained in Annex I of Urk.Nr. 44/2000 dated 6th May 2000 of the acting
Public Notary, and in Exhibit 3 to the Joint Venture Agreement contained
in Annex II of Urk.Nr. 43/2000 dated
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6th May 2000 of the acting Public Notary, shall be clarified as follows:
a) Article 3.1, first subparagraph (page 3): the words "of Section 4,
paragraph 2 of the Option Agreement" shall be read as "ofss.4.1 of
the Option Agreement".
b) In Article 8 (ii) "Lorenzo Pelliccioli" shall be read as "Angelo
Novati".
9. Whenever reference is made to "1038 Turin", such reference is deemed to be
read "10138 Turin".
IV.
The Escrow Agreement between RSL COM Deutschland GmbH, Morgan Stanley Bank AG
and J.P. Morgan Securities Ltd dated 6th May 2000 contained as Exhibit IV in the
Joint Venture Agreement referred to in II. above requires certain clarifications
as follows:
1. Section 1.2. shall be amended at the end as follows:
Any applicable source or withholding Tax payable on the interest shall be
deducted from the interest accrued.
2. Section 2.1. shall be amended in its fourth line from the top and reads as
follows:
... that the Escrow Agent confirms, having received written confirmation
from J.P. Morgan, that the shareholders' meeting of Seat Pagine Gialle ...
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3. Section 5 shall be replaced as follows:
This Agreement shall in all respects be governed by and construed in
accordance with the laws of Germany.
V.
The Escrow Agreement between Ligapart AG, Morgan Stanley Bank AG and J.P. Morgan
Securities Ltd dated 6th May 2000 contained as Exhibit II in the Umbrella
Agreement referred to in I. above requires certain clarifications as follows:
1. Section 1.2. shall be amended at the end as follows:
Any applicable source or withholding Tax payable on the interest shall be
deducted from the interest accrued.
2. Section 2.1. shall be amended in its fourth line from the top and reads as
follows:
... that the Escrow Agent confirms, having received written confirmation
from J.P. Morgan, that the shareholders' meeting of Seat Pagine Gialle ...
3. Section 5 shall be replaced as follows:
This Agreement shall in all respects be governed by and construed in
accordance with the laws of Germany.
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Zug/Switzerland, May 10, 2000
Seat Pagine Gialle S.p.A. Morgan Stanley Bank AG
/s/ /s/
________________________________ ______________________________________
Ligapart AG RSL COM Deutschland GmbH
/s/ /s/
________________________________ ______________________________________
J.P. Morgan Securities Limited
/s/
________________________________
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Public Deed No. 47/2000
NOTARIAL AUTHENTICATION
(Oeffentliche Beurkundung)
(Public Deed No. 47/2000)
The undersigned Notary Public of the Canton of Zug, Switzerland, lic. iur. Peter
B. Arnold, Attorney at Law, hereby certifies and authenticates:
The foregoing Agreement corresponds with the intentions and the free will of the
party who personally appeared in the capacities as follows:
Mr. Stefan Koller, Attorney at Law and Notary Public, born 23.09.1958, Swiss
citizen, residing at CH-6312 Steinhausen, Switzerland, Rebenstrasse 6, having
his offices at Untermuli 6, CH-6300 Zug, Switzerland, here not acting in his own
name, but as representative, exempt of personal liability, acting without
express authority in the name and on behalf of
Seat Pagine Gialle S.p.A., Via Aurelio Saffi 18, I-10138 Turin, Italy,
and
Ligapart AG, Neuhofstrasse 4, CH-6341 Baar,
and
J. P. Morgan Securities Limited, 60 Victoria Embankment,
GB-London EC 4Y 0JP
and
Morgan Stanley Bank AG, Junghofstrasse 13-15,
D-60311 Frankfurt am Main,
and
RSL COM Deutschland GmbH, Lyoner Strasse 9,
D-60528 Frankfurt am Main,
under the reservation to supply to the acting notary a forthcoming certified
consent by each one of the foregoing parties, in legally appropriate form, as
soon as reasonably possible and without undue delay.
The foregoing Deed and all appendices and annexes thereto were laid out for
inspection to and were approved by the person appearing. Subsequently, the Deed
was read out aloud to the person appearing before the notary, approved by the
person appearing and executed by him in his own hand.
This Public Deed is made out in one copy.
Zug/Switzerland, this 10th day of May 2000
The Notary Public
Peter B. Arnold
