Additional Facility Accession Agreement. To: [ ] as Facility Agent [ ] as Security Agent From: [PROPOSED ADDITIONAL FACILITY LENDER(S)] 1. Terms defined in the Credit Agreement shall have the same meaning in this Deed. 2. We refer to Clause 2.2 (Additional Facilities) of the Credit Agreement. 3. We, [Name of Additional Facility Lender(s)] agree: (a) to become party to and to be bound by the terms of the Credit Agreement as [an] Additional Facility Lender(s) in accordance with Clause 2.2 (Additional Facilities); and (b) to become a party to the Security Deed as a Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with clause 9.3 (Transfers by Lenders) of the Security Deed. 4. On the date on which this agreement becomes effective, the Additional Facility Lender represents to the Finance Parties and UPC Distribution that it is a [Professional Market Party] / [exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with UPC Distribution. 5. Our Additional Facility Commitment is EUR/US$[ ]. 6. [The Final Maturity Date in respect of our Additional Facility Commitment is [ ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on the day falling 12 months from the date of this accession agreement until [ ] on which date each Advance under this Additional Facility will be repaid in full]. 7. The Availability Period in relation to this Additional Facility is [ ]. 8. The Margin in relation to this Additional Facility is [ ] per annum. [If applicable set out how the Margin will be adjusted]. 9. The commitment fee in relation to this Additional Facility under Clause 20.1 (Commitment fees) is [ ] per cent. per annum. 10. [The Borrower in relation to this Additional Facility is [ ].] 11. We confirm to each Finance Party that: (i) we have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and (ii) we will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Commitment is in force. 12. The Facility Office and address for notices of the Additional Facility Lender for the purposes of Clause 32.2 (Addresses for notices) is: [ ] 13. This Agreement is governed by English law. [ADDITIONAL FACILITY LENDER(S)] By: [ ] as Facility Agent By: UPC DISTRIBUTION HOLDING B.V. By: [RELEVANT BORROWER] By:
Appears in 1 contract
Additional Facility Accession Agreement. To: [ ] as Facility Agent [ ] as Security Agent From: [PROPOSED ADDITIONAL FACILITY LENDER(S)]
1. Terms defined in the Credit Agreement shall have the same meaning in this Deed.
2. We refer to Clause 2.2 (Additional Facilities) of the Credit Agreement.
3. We, [Name of Additional Facility Lender(s)] agree:
(a) to become party to and to be bound by the terms of the Credit Agreement as [an] Additional Facility Lender(s) in accordance with Clause 2.2 (Additional Facilities); and
(b) to become a party to the Security Deed as a Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with clause 9.3 (Transfers by Lenders) of the Security Deed.
4. On the date on which this agreement becomes effective, the Additional Facility Lender represents to the Finance Parties and UPC Distribution that it is a [Professional Market Party] / [exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with UPC Distribution.
5. Our Additional Facility Commitment is EUR/US$[ ].
6. [The Final Maturity Date in respect of our Additional Facility Commitment is [ ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on and the day falling 12 months from the date of this accession agreement until [ ] on which date each Advance under this Additional Facility will be repaid in full].
7. The Availability Period in relation to this Additional Facility is [ ].
86. The Margin in relation to this Additional Facility is [ ] per annum. [If applicable set out how annum and the Margin will be adjusted].
9. The commitment fee in relation to this Additional Facility under Clause 20.1 (Commitment fees) is [ ] per cent. per annum.
107. [The Borrower in relation to this Additional Facility is [ ].]
118. We confirm to each Finance Party that:
(i) we have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and;
(ii) we will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Commitment is in force; and
(iii) the purpose of the entire Additional Facility Commitment is to finance Additional Permitted Acquisitions by members of the Borrower Group and/or in the prepayment and cancellation of the Existing Facility and/or Facility D by UPC Distribution.
129. The Facility Office and address for notices of the Additional Facility Lender for the purposes of Clause 32.2 (Addresses for notices) is: [ ]
1310. This Agreement is governed by English law. [ADDITIONAL FACILITY LENDER(S)] By: [ ] as Facility Agent By: UPC DISTRIBUTION HOLDING B.V. By: [RELEVANT BORROWER] By:
Appears in 1 contract
Additional Facility Accession Agreement. To: [ ] as Facility Agent [ ] as Security Agent From: [PROPOSED ADDITIONAL FACILITY LENDER(S)]] Date: [ ] UPC Broadband Holding B.V. — €1,072,000,000 Term Credit Agreement dated 16th January 2004 (as amended, the Credit Agreement)
1. Terms defined in the Credit Agreement shall have the same meaning in this Deed.
2. We refer to Clause 2.2 (Additional Facilities) of the Credit Agreement.
3. We, [Name of Additional Facility Lender(s)] agree:
(a) to become party to and to be bound by the terms of the Credit Agreement as [ana] Additional Facility Lender(s) in accordance with Clause 2.2 (Additional Facilities); and
(b) to become a party to the Security Deed as a Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with clause 9.3 (Transfers by Lenders) of the Security Deed.
4. On the date on which this agreement becomes effectiveeffective and where such Lender is a Lender under an Additional Facility to which a Borrower is a Dutch Borrower, the Additional Facility Lender declares and represents to the Finance Parties and UPC Distribution Broadband that [it is a [Professional Market Party] / [exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxxkxxxx) with UPC DistributionBroadband.][:
(a) it is a Professional Market Party;
(b) it acknowledges that, as a consequence, it has no benefit from the (creditor) protection under the Dutch Banking Act for non-professional Market Parties; and
(c) it has made its own credit appraisal of UPC Broadband.]
5. Our Additional Facility Commitment is EUR/US$US$/Additional Currency [ ]. [If the Additional Facility Commitment is denominated in US Dollars or an Additional Currency and any determination under the Credit Agreement needs to be made by reference to a euro amount, the Facility Agent will translate the relevant US Dollar or Additional Currency amount into euros using the Agent’s Spot Rate of Exchange on the relevant date.]
6. [The Final Maturity Date in respect of our Additional Facility Commitment is [ ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on the day falling 12 months from the date of this accession agreement until [ ] on which date each Advance under this Additional Facility will be repaid in full].
7. The Availability Period in relation to this Additional Facility is [ ].
8. The Margin in relation to this Additional Facility is [ ] per annum. [If applicable set out how the Margin will be adjusted].
9. The commitment fee in relation to this Additional Facility under Clause 20.1 (Commitment feesfee) is [ ] per cent. per annum.
10. [The Borrower in relation to this Additional Facility is [ ].]
11. Advances under this Additional Facility will be applied [ ].
12. [This Additional Facility can be re-borrowed in accordance with the terms of the Credit Agreement (as set out in Clause 7.10(d) (Miscellaneous provisions).)]
13. [For the purposes of partial assignments, transfers or novations of rights and/or obligations by a Lender in respect of this Additional Facility under Clause 26.2 (Transfers by Lenders) of the Credit Agreement, the Lenders and UPC Broadband agree that, for the purposes of Clause 26.2(a) (Transfers by Lenders), such assignment, transfer or novation shall be in a minimum amount of [insert Additional Currency amount that is lower than the equivalent of €1,000,000 and U.S.$1,000,000] (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under this Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount of [insert Additional Currency amount that is lower than the equivalent of €500,000 and US$500,000]).]
14. We confirm to each Finance Party that:
(ia) we have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and
(iib) we will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force.
1215. The Facility Office and address for notices of the Additional Facility Lender for the purposes of Clause 32.2 (Addresses for notices) is: [ ]
1316. This Agreement is governed by English law. [ADDITIONAL FACILITY LENDER(S)] By: [ ] as Facility Agent By: UPC DISTRIBUTION BROADBAND HOLDING B.V. By: [RELEVANT BORROWER] By:: To: [insert name of New Lender] Re: The Facility
Appears in 1 contract
Additional Facility Accession Agreement. To: [ ] as Facility Agent [ ] as Security Agent From: [PROPOSED ADDITIONAL FACILITY LENDER(S)]] Date: [ ] UPC Broadband Holding B.V. - €1,072,000,000 Term Credit Agreement dated 16th January 2004 (as amended, the Credit Agreement)
1. Terms defined in the Credit Agreement shall have the same meaning in this Deed.
2. We refer to Clause 2.2 9.2 (Additional Facilities) of the Credit Agreement.
3. We, [Name of Additional Facility Lender(s)] agree:
(a) to become party to and to be bound by the terms of the Credit Agreement as [ana] Additional Facility Lender(s) in accordance with Clause 2.2 9.2 (Additional Facilities); and
(b) to become a party to the Security Deed as a Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with clause 9.3 (Transfers by Lenders) of the Security Deed.
4. On the date on which this agreement becomes effectiveeffective and where such Lender is a Lender under an Additional Facility to which a Borrower is a Dutch Borrower, the Additional Facility Lender declares and represents to the Finance Parties and UPC Distribution Broadband that [it is a [Professional Market Party] / [exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with UPC DistributionBroadband.][:
(a) it is a Professional Market Party;
(b) it acknowledges that, as a consequence, it has no benefit from the (creditor) protection under the Dutch Banking Act for non-professional Market Parties; and
(c) it has made its own credit appraisal of UPC Broadband.]
5. Our Additional Facility Commitment is EUR/US$US$/Additional Currency [ ]. [If the Additional Facility Commitment is denominated in US Dollars or an Additional Currency and any determination under the Credit Agreement needs to be made by reference to a euro amount, the Facility Agent will translate the relevant US Dollar or Additional Currency amount into euros using the Agent’s Spot Rate of Exchange on the relevant date.]
6. [The Final Maturity Date in respect of our Additional Facility Commitment is [ ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on the day falling 12 months from the date of this accession agreement until [ ] on which date each Advance under this Additional Facility will be repaid in full].
7. The Availability Period in relation to this Additional Facility is [ ].
8. The Margin in relation to this Additional Facility is [ ] per annum. [If applicable set out how the Margin will be adjusted].
9. The commitment fee in relation to this Additional Facility under Clause 20.1 27.1 (Commitment feesfee) is [ ] per cent. per annum.
10. [The Borrower in relation to this Additional Facility is [ ].]
11. We confirm to each Finance Party that:
(i) we have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and
(ii) we Advances under this Additional Facility will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Commitment is in forceapplied [ ].
12. The [This Additional Facility Office and address for notices can be re-borrowed in accordance with the terms of the Additional Facility Lender for the purposes of Credit Agreement (as set out in Clause 32.2 14.10(d) (Addresses for notices) is: [ Miscellaneous provisions).)]
13. This Agreement is governed by English law. [ADDITIONAL FACILITY LENDER(S)] By: [ ] as Facility Agent By: UPC DISTRIBUTION HOLDING B.V. By: [RELEVANT BORROWER] By:
Appears in 1 contract
Samples: Senior Secured Credit Facility (Liberty Global PLC)
Additional Facility Accession Agreement. To: [ ] as Facility Agent [ ] as Security Agent From: [PROPOSED ADDITIONAL FACILITY LENDER(S)] Date: [ ]
1. Terms defined in the Credit Agreement shall have the same meaning in this Deed.
2. We refer to Clause 2.2 (Additional Facilities) of the Credit Agreement.
3. We, [Name of Additional Facility Lender(s)] agree:
(a) to become party to and to be bound by the terms of the Credit Agreement as [an] Additional Facility Lender(s) in accordance with Clause 2.2 (Additional Facilities); and
(b) to become a party to the Security Deed as a Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with clause 9.3 (Transfers by Lenders) of the Security Deed.
4. On the date on which this agreement becomes effective, the Additional Facility Lender represents to the Finance Parties and UPC Distribution Broadband that it is a [Professional Market Party] / [exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with UPC DistributionBroadband.
5. Our Additional Facility Commitment is EUR/US$[ ].
6. [The Final Maturity Date in respect of our Additional Facility Commitment is [ ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on the day falling 12 months from the date of this accession agreement until [ ] on which date each Advance under this Additional Facility will be repaid in full].
7. The Availability Period in relation to this Additional Facility is [ ].
8. The Margin in relation to this Additional Facility is [ ] per annum. [If applicable set out how the Margin will be adjusted].
9. The commitment fee in relation to this Additional Facility under Clause 20.1 (Commitment fees) is [ ] per cent. per annum.
10. [The Borrower in relation to this Additional Facility is [ ].]
11. Advances under this Additional Facility will be applied [ ].
12. [This Additional Facility can be re-borrowed in accordance with the terms of the Credit Agreement (as set out in Clause 7.11(d) (Miscellaneous provisions).)]
13. We confirm to each Finance Party that:
(i) we have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and
(ii) we will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Commitment is in force.
1214. The Facility Office and address for notices of the Additional Facility Lender for the purposes of Clause 32.2 (Addresses for notices) is: [ ]
1315. This Agreement is governed by English law. [ADDITIONAL FACILITY LENDER(S)] By: [ ] as Facility Agent By: UPC DISTRIBUTION BROADBAND HOLDING B.V. By: [RELEVANT BORROWER] By:
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Unitedglobalcom Inc)