On 15 June 2009 Thomson entered into a waiver and forbearance agreement in respect of the 6.05% Senior Notes, Series A due 2009 (the “6.05% Series A Notes”) (the “Waiver Agreement”); and

pursuant to the Waiver Agreement it was agreed between Thomson and a sufficient number of holders to bind all holders of the 6.05% Series A Notes (being all such holders), and in a form that bound all holders of the 6.05% Series A Notes, that the date for the payment of principal in an amount equal to USD 72,500,000 under the 6.05% Series A Notes be deferred from 17 June 2009 until 25 July 2009; and

the 6.05% Series A Notes were held at such time by more than three holders that were not affiliates of each other.