EURO 375,000,000 SECOND SECURED FACILITY AGREEMENTSecond Secured Facility Agreement • April 5th, 2002 • Primacom Ag • Cable & other pay television services
- ii - THIS AGREEMENT is dated 25 March 2002 and made BETWEEN (1) PRIMACOM AG as borrower (the "BORROWER"); (2) PRIMACOM MANAGEMENT GmbH as guarantor (the "GUARANTOR" or "PMG"); (3) J.P. MORGAN PLC, BARCLAYS CAPITAL, DRESDNER BANK AG, LONDON BRANCH, LEHMAN BROTHERS INTERNATIONAL (EUROPE) AND T D BANK EUROPE LIMITED as arrangers (the "ARRANGERS"); (4) J.P. MORGAN EUROPE LIMITED as agent (the "AGENT") and as security trustee (the "SECURITY TRUSTEE"); and (5) THE FINANCIAL INSTITUTIONS named in Schedule 1. NOW IT IS HEREBY AGREED as follows: 1. INTERPRETATION 1.1 IN THIS AGREEMENT: "ACCOUNT PLEDGE" means an account pledge agreement over the Charged Account; "ACQUISITION" means any acquisition, whether by way of share or asset purchase by members of the Group of any entity which engages in, or any business which relates to, the provision of Broadband Services; "AMENDMENT DATE" has the meaning given to that term in the Co-ordination Agreement; "ANNUALISED EBITDA" means, at any time, Consoli
