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Title: |
Global Assignment Agreement |
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Entities: |
Goldman Sachs Credit Partners LP; Goldman Sachs International; JPMorgan Chase Bank; Kabel Deutschland GmbH ; Royal Bank of Scotland plc |
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Date: |
2006 |
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Size: |
51KB total |
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Price: |
$49 |
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ID: |
#2508616 |
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GLOBAL ASSIGNMENT AGREEMENT
12 May 2006
between
KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG
as Assignor
and
THE ROYAL BANK OF SCOTLAND PLC
as Security Agent
Allen & Overy LLP
CONTENTS
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Clause |
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Page |
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1. |
Interpretation |
1 | |
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2. |
Assignment |
8 | |
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3. |
Security Purpose |
9 | |
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4. |
List of Claims |
9 | |
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5. |
The Assignors Right |
10 | |
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6. |
Disclosure and Notification |
10 | |
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7. |
Assignment of Claims Against Conditional Vendors |
10 | |
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8. |
Enforcement and Collection |
11 | |
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9. |
Release of Security |
12 | |
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10. |
Right of Inspection |
12 | |
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11. |
Book-keeping and Data-Processing |
12 | |
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12. |
Undertakings |
13 | |
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13. |
Representations and Warranties |
14 | |
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14. |
Indemnity |
14 | |
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15. |
Duration and Independence |
14 | |
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16. |
The Security Trust Agreement |
15 | |
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17. |
Costs and Expenses |
15 | |
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18. |
Partial Invalidity; Waiver |
15 | |
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19. |
Amendments |
15 | |
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20. |
Successors |
15 | |
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21. |
Notices and their Language |
15 | |
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22. |
Applicable Law; Jurisdiction |
16 | |
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Schedule |
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1. |
Forms |
17 | |
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Part 1 Form of Notification |
17 | |
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Part 2 Form of Acknowledgement |
18 | |
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2. |
Addresses for Notices |
19 | |
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3. |
List of Insurance Policies |
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Signatories |
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THIS GLOBAL ASSIGNMENT AGREEMENT (the Agreement) is made on 12 May 2006
BETWEEN:
(1) KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterfhring (Landkreis Mnchen), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902
(the Assignor); and
(2) THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312
(the Security Agent).
The Assignor and the Security Agent are hereinafter collectively referred to as the Parties.
WHEREAS:
(A) The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).
(B) It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.
(C) The other Finance Parties (as defined below) have appointed the Security Agent to act as their security trustee under German law (Treuhnder) pursuant to and in accordance with the Security Trust Agreement (as defined below) in relation to the security provided hereunder.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
In this Agreement:
Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundstze ordnungsgemer Buchfhrung und Bilanzierung).
Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.
Additional Facility means an Add-On Facility or an External Facility.
Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.
Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.
1
Add-On Facility Lender means:
(a) an Original Add-On Facility Lender; or
(b) any person which has become a lender under an Add-On Facility.
Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.
Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.
Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.
Ancillary Facility Document means any document evidencing any Ancillary Facility.
Ancillary Lender means any lender providing for an Ancillary Facility.
Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:
(a) all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;
(b) the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and
(c) in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.
BGB means the German Civil Code (Brgerliches Gesetzbuch).
Borrower means KDVS or an Additional Borrower.
Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.
Claim(s) means any and all present and future receivables and any other rights and claims, including but not limited to any non-monetary claims, the Assignor holds
(a) against all clients, purchasers or suppliers or any of them, whether resulting from its present or future business or from any other cause at law;
(b) under any Insurance Policy,
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in each case, including, without limitation, damage claims (Schadensersatzansprche) or claims resulting from unjust enrichment (ungerechtfertigte Bereicherung). To the extent that such Claims are in existence or outstanding at the time this Agreement comes into force, such Claims are referred to as the Existing Claims, and if such Claims will only come into existence in the future they are referred to as the Future Claims.
Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.
Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.
Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.
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