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Title: |
Share Purchase Agreement |
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Entities: |
ABN AMRO Bank N.V.; Barclays Bank plc; Macquarie Infrastructure Co Trust; Shearman & Sterling |
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Date: |
2004 |
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Size: |
Preview shows 5KB of 185KB total |
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Price: |
$46 |
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ID: |
#1603664 |
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CONFORMED COPY
Dated 7 June 2004
MACQUARIE EUROPEAN INFRASTRUCTURE PLC
(AS VENDOR)
and
MACQUARIE INFRASTRUCTURE ASSETS LLC
(AS PURCHASER)
SHARE PURCHASE AGREEMENT
relating to the sale and purchase of all the shares in Macquarie Yorkshire
Limited
Agreement for the purchase of Shares
THIS AGREEMENT is made on 7 June 2004
BETWEEN:
(1) MACQUARIE EUROPEAN INFRASTRUCTURE PLC whose registered office is at
Levels 29 and 30, City Point, 1 Ropemaker Street, London EC2Y 9HD (the
"VENDOR" or "MEIP"); and
(2) MACQUARIE INFRASTRUCTURE ASSETS LLC a Delaware limited liability
company whose principal executive office is at 600 Fifth Avenue, 21st
floor, 10020, New York, USA (the "PURCHASER" or "MIAL").
WHEREAS:
(A) The Vendor wishes to sell the Shares and the Purchaser wishes to
purchase the Shares (as defined in this Agreement) in each case on the
terms and subject to the conditions of this Agreement.
(B) The Vendor wishes to transfer and the Purchaser wishes to assume
certain rights and obligations of the Vendor associated with the
ownership of the Shares pursuant to the Completion Documents (as
defined in this Agreement).
IT IS AGREED as follows:
1 INTERPRETATION
In this Agreement, unless the context otherwise requires, the
provisions in this Clause 1 apply:
1.1 DEFINITIONS
"ACCOUNTS" means the consolidated unaudited accounts of
Connect Holdings as at the Accounts Date;
"AUDITED ACCOUNTS" means the consolidated audited accounts of
Connect Holdings as at 31 March 2003;
"ACCOUNTS DATE" means 31 March 2004;
"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;
"AGREED TERMS" means, in relation to any document, such
document in the terms agreed between the Vendor and the
Purchaser and signed for the purposes of identification by the
Vendor's Solicitors and the Purchaser's Solicitors;
"ARIA" means the intercreditor agreement dated 26 March 1996
as amended and restated on 20 October 1997 and further amended
and restated on 4 September 2001 and now between Connect,
Connect Holdings, MYL, MIUK, ABN Amro Bank NV, European
Investment Bank, European Investment Fund, BB and certain
other financial institutions;
"AUDITED ACCOUNTS DATE" means 31 March 2003;
"BB" means Balfour Beatty PLC whose registered office is at
130 Wilton Road, London SW1V 1LQ;
1
"BUSINESS DAY" means a day on which banks are open for
business in London and New York city (excluding Saturdays,
Sundays and public holidays);
"CBFA" means the commercial bank facility agreement dated 26
March 1996 as amended and restated on 20 October 1997 and
further amended and restated on 4 September 2001 and now
between Connect and ABN Amro Bank NV;
"COMMERCIAL SUBORDINATED LOAN AGREEMENT" means the commercial
subordinated loan agreement dated 26 March 1996 as amended and
restated on 20 October 1997 and further amended and restated
on 4 September 2001 and now between Connect, MYL and BB;
"COMPANY" or "MYL" means Macquarie Yorkshire Limited details
of which are contained in Schedule 1;
"COMPLETION" means the completion of the sale and purchase of
the Shares pursuant to Clause 7;
"COMPLETION DATE" means the date of Completion;
"COMPLETION DOCUMENTS" means the documents in the agreed terms
listed in Part C of Schedule 5;
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