185000000 IT Holding Finance SA

IT HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2004
The terms and maturities of borrowings are as follows:
Less More Less More
than 1-2 2-5 than than 1-2 2-5 than
1 year years years 5 years 1 year years years 5 years
(In thousands of Euros) Total 2004 2004 2004 2004 2004 Total 2003 2003 2003 2003 2003
Bank loans:
Euro - variable at 4.6% 83,530 12,808 38,818 31,904 - - - - - -
Euro - variable at 4.7% - - - - - 84,900 - 84,900 - -
Euro - variable at 3.3% (2003: 3,2%) 1,249 1,249 - - - 3,734 2,542 1,192 - -
others 1,152 665 487 - - 2,547 899 738 910 -
Bond issues:
eurobond 2005 - fixed 7% 182,552 182,552 - - - 207,874 - 207,874 - -
senior notes due 2012 - fixed 9 7/8 % 135,902 - - - 135,902 - - - - -
Factoring:
without recourse - variable at 2.2% (2003: 2,1%) 76,152 76,152 - - - 157,029 157,029 - - -
with recourse - variable at 3.7% 5,328 5,328 - - - - - - - -
Finance lease liabilities 82 82 - - - 1,177 694 483 - -
Bank facility:
Ordinary current account 28,159 28,159 - - - 17,606 17,606 - - -
Advances on export 7,279 7,279 - - - 14,908 14,908 - - -
Bills withdrown falling due 3,222 3,222 - - - 2,789 2,789 - - -
Advances on orders 1,306 1,306 - - - 2,407 2,407 - - -
Total 525,913 318,802 39,305 31,904 135,902
F- 34
494,971 198,874 295,187 910 -
Bank Loan of Euro 85 million:
Bank loans includes a bank loan of Euro 85 million, granted in October 2004, by a pool of banks headed by
Sanpaolo IMI S.p.A.. The principal amount is to be repaid in 9 equal semiannual installments commencing in
October 2005 and terminating in October 2009. Interest accrues at a rate per annum equal to EURIBOR +2.4%.
Voluntary prepayments are permitted in minimum installments of Euro 1 million, whereas prepayments are
mandatory if certain circumstances arise, including with:
• the net proceeds from the disposal of assets other than in the ordinary course of business or specific exceptions
as defined in the Loan Agreement;
• 100% of the net proceeds from the issuance of any debt or equity securities issuance (other than any debt
securities issued in connection with the Senior notes due 2012); and
• the net proceeds from the disposal of directly operated stores, including the agreement or termination of the
relevant lease agreements.
The Loan Agreement includes a number of undertakings and restrictive covenants typical for credit facilities of this
nature, including:
• a negative pledge;
• restrictions on disposals of assets and mergers, acquisitions or spin-offs, unless permitted under the Loan
Agreement;
• no material adverse changes;
• an obligation to redeem or repurchase the 2005 Notes.
The Loan Agreement provides for a number of financial covenants typical for credit facilities of this nature, pursuant
to which the Company has to meet certain conditions regarding debt-to-equity ratios, leverage ratios, and permitted
levels of net financial debt and annual capital expenditures at all times during the term of the Loan Agreement.
In order to secure claims under the Loan Agreement, upon the satisfaction and discharge of the 2005 Notes, the
Company will grant share pledges over the share capital of ITTIERRE S.p.A., GIANFRANCO FERRÉ S.p.A. and
MALO S.p.A. for the benefit of the lenders and the other secured parties (including the holders of the 2012 Senior
Notes).
Furthermore, the Loan Agreement provides that the following subsidiaries of the Company give guarantees for the
benefit of the lenders under the Loan Agreement:
• Ittierre S.p.A.;
• MALO S.p.A.; and
• ITC S.p.A.