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EXHIBIT 10.5
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CONFORMED COPY
MESSER GRIESHEIM HOLDING AG
AS LENDER
AND
MESSER GRIESHEIM GMBH
AS BORROWER
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HIGH YIELD PROCEEDS LOAN AGREEMENT
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NOTE: THIS AGREEMENT IS SUBJECT TO THE TERMS OF A HIGH YIELD SUBORDINATION
AGREEMENT
NOTE: ALL PAYMENT CLAIMS DUE TO THE LENDER UNDER THIS AGREEMENT HAVE BEEN
ASSIGNED TO THE TRUSTEE IN RESPECT OF THE HIGH YIELD NOTES (AS THOSE TERMS ARE
DEFINED HEREIN) PURSUANT TO AN ASSIGNMENT AGREEMENT DATED ON OR ABOUT THE DATE
HEREOF.
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CONTENTS
CLAUSE PAGE
ERROR! NO TABLE OF CONTENTS ENTRIES FOUND.
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THIS AGREEMENT is made on the 16th day of May 2001
BETWEEN
1. MESSER GRIESHEIM HOLDING AG, a stock corporation (AKTIENGESELLSCHAFT)
organised under the laws of the Federal Republic of Germany, which is
registered in the commercial register of the local court (AMTSGERICHT)
Frankfurt am Main under HRB 42291 (the "LENDER"); and
(1) MESSER GRIESHEIM GMBH, a limited liability company organised under the
laws of the Federal Republic of Germany, having its business address at
Frankfurt Airport Center 1, C-9, 60547 Frankfurt am Main, Germany which
is registered in the commercial register of the local court
(AMTSGERICHT) of Frankfurt am Main under HRB 7812 or, during the Debtco
Structure Period, Debtco (the "BORROWER").
WHEREAS:
(A) Pursuant to a mezzanine loan agreement dated 28 April 2001 between,
INTER ALIA, Cornelia Verwaltungsgesellschaft mbH, Goldman Sachs
International as co-ordinating bank (the "MEZZANINE CO-ORDINATING
BANK"), Goldman Sachs International, Bayerische Hypo-und Vereinsbank AG
and The Royal Bank of Scotland plc as mezzanine joint lead arrangers
(the "MEZZANINE ARRANGERS"), HypoVereinsbank Luxembourg Societe Anonyme
as mezzanine agent (the "MEZZANINE AGENT") and Chase Manhattan
International Limited as security trustee and certain banks and
financial institutions (the "MEZZANINE LENDERS") and others (as
amended, varied, novated, supplemented, superseded, increased or
extended from time to time, the "MEZZANINE FACILITY AGREEMENT"), the
Mezzanine Lenders have agreed to grant certain facilities to those
persons who become borrowers under the Mezzanine Facility Agreement
(the "MEZZANINE BORROWERS") and the Mezzanine Borrowers together with
those persons who become guarantors under the Mezzanine Facility
Agreement (the "MEZZANINE GUARANTORS") are the "MEZZANINE OBLIGORS".
(B) By an indenture (the "INDENTURE") dated as of May 16, 2001 and made
between the Lender as issuer and The Bank of New York as trustee, the
Lender constituted up to EUR 550,000,000 of its senior notes due 2011
(the "HIGH YIELD NOTES", which term shall include any Exchange Notes
and Additional Notes, in each case as defined in the Indenture). The
gross proceeds of the High Yield Notes are lent to the Borrower
pursuant to this Agreement in order to allow the Borrower to prepay in
full the Outstandings (as defined in the Mezzanine Facility Agreement)
and to allow the Borrower to prepay EUR 60,000,000 principal amount of
the Term A Facility and EUR 55,000,000 principal amount of the Term C
Euro Facility (each as defined in the Senior Credit Agreement).
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1. DEFINITIONS AND LANGUAGE
1.1 In this Agreement:
"HIGH YIELD DOCUMENTS" has the meaning given to that term in the Senior
Credit Agreement.
"HIGH YIELD SUBORDINATION AGREEMENT" means the subordination agreement
dated on or about the date hereof between the Lender as subordinated
lender and the Borrower as company by which any payment claims of the
Lender arising under this Agreement are subordinated to the claims of
the Finance Parties (as defined in the Senior Credit Agreement) under,
pursuant to or otherwise in connection with any of the Finance
Documents (as defined in the Senior Credit Agreement).
"PAYMENT INSTRUCTIONS" means the instruction letter dated the date of
this Agreement and annexed hereto as Annex A, from the Borrower to the
Lender relating to the payment of certain amounts of the Loan, as
specified therein.
"SENIOR CREDIT AGREEMENT" means the senior multi-currency term and
revolving facilities agreement dated 28 April 2001 between, INTER ALIA,
Cornelia Verwaltungsgesellschaft mbH, Goldman Sachs International as
co-ordinating bank, Goldman Sachs International, Bayerische Hypo- und
Vereinsbank AG, J.P. Morgan plc and The Royal Bank of Scotland plc as
joint lead arrangers, Chase Manhattan International Limited as agent
and as security trustee and certain banks and financial institutions
and others (as amended, varied, novated, supplemented, superseded or
extended from time to time).
1.2 Terms used but not otherwise defined herein shall have the meaning
ascribed thereto in the Senior Credit Agreement or the High Yield
Subordination Agreement.
2. LOAN PRINCIPAL AND DRAWDOWN
The Lender shall, on the date of this Agreement, advance to the
Borrower upon the terms hereof a loan in the amount of EUR 550,000,000
(in words: Euro five hundred and fifty million) (the "LOAN"). The Loan
shall be made available by the Lender to the Borrower for value on the
date of this Agreement to such accounts as specified in the Payment
Instructions.
3. TERM OF THE LOAN
3.1 Subject to Clause 5, the Loan shall be repaid in one sum five Business
Days prior to June 1, 2011 (the "REPAYMENT DATE").
3.2 Subject to Clause 5, the Borrower shall procure that an amount equal to
the aggregate principal amount of any High Yield Notes required to be
repurchased, redeemed or
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repaid (whether at maturity, upon acceleration or otherwise or at the
option of the Lender or otherwise) in accordance with the terms and
conditions thereof shall be paid by the Borrower in prepayment of the
Loan together with all other amounts (including, without limitation,
interest) relating to the aggregate principal amount of such High Yield
Notes owing by the Borrower. Any prepayment required to be made under
this Clause 3.2 shall be made no earlier than five Business Days prior
to the date upon which the Lender is required (or, as the case may be,
wishes) to make such repurchase, redemption or repayment and the Lender
hereby undertakes to notify the Borrower of such repurchase, redemption
or repayment as soon as reasonably practicable after the date upon
which it becomes aware of such repurchase, redemption or repayment.
3.3 The Borrower may not prepay or repay any or all of the Loan save as set
forth in this Clause 3.
4. INTEREST
4.1 The Loan shall accrue interest at a rate of 10.375% per annum
(calculated on the basis of a 360-day year of twelve 30-day months);
provided, however, that such rate shall be adjusted if and to the
extent necessary to match any additional interest accruing on the High
Yield Notes in respect of additional amounts payable under applicable
tax gross-up provisions of the High Yield Notes and any special
interest payable in the event of a registration default in respect of
the High Yield Notes.
4.2 Subject to Clause 5, interest will be payable semi-annually in arrears
no earlier than five Business Days prior to June 1 and December 1 of
each year.
4.3 Payment of interest which has accrued but cannot be paid by reason of
any restriction under Clause 5 below, shall be deferred as set out in
Clause 5.2 below until the first date thereafter on which such payment
is not so restricted, at which date it shall be due for payment.
5. RESTRICTION ON PAYMENTS
5.1 Until the Discharge Date and notwithstanding any other provision of
this Agreement, this Loan shall be subject to the terms of the High
Yield Subordination Agreement, in particular neither the Lender nor the
Borrower shall be entitled to make, receive or request any payment
under this Agreement except as permitted in each case under the Senior
Credit Agreement and the High Yield Subordination Agreement.
5.2 Subject to the second sentence of this Clause 5.2, any payment (whether
principal, interest or otherwise) which would be due but cannot be paid
by reason of Clause 5.1 shall be deferred (EINREDE DER STUNDUNG) until
the first date thereafter on which such payment is not restricted under
Clause 5.1, at which date it shall be due for payment.
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After the end of any Standstill Period (as defined in the High Yield
Subordination Agreement), such payment shall cease to be so deferred in
relation to an amount due and owing under this Agreement equal to the
lesser of (i) the then outstanding amount due and owing under this
Agreement and (ii) EUR 2,500,000, it being understood that any payment
restrictions set out in the High Yield Subordination Agreement shall
apply to such amount notwithstanding such exemption from the deferral.
6. MISCELLANEOUS
6.1.1 The Borrower shall promptly indemnify the Lender against any reasonable
cost or expense incurred by the Lender (A) in order to meet its
obligations to pay (i) fees, (ii) costs and expenses relating to the
offering, sale and exchange, financial reporting, listing, SEC
registration and reporting and ongoing administration under any
agreement related to the High Yield Notes, (iii) audit fees, (iv) legal
expenses, (v) management fees and other expenses, or (B) in order to
pay any other proper and necessary incidental expenses and other
payments to enable the Lender to meet its obligations for the payment
of administrative costs under any registration rights agreement and the
purchase agreement, both entered into or to be entered into by the
Lender in relation to the High Yield Notes, the Indenture and a paying
agency agreement to be entered into by the Lender and a certain paying
agent, in connection with the High Yield Notes.
6.1.2 The Borrower shall have the right to discharge the indemnity under this
Clause 6.1 by directing the Lender in writing to pay (or direct the
payment of) any such aforementioned costs and expenses directly or
indirectly out of the proceeds of issue of the High Yield Notes
(including, but without limitation, through the giving of Payment
Instructions).
6.1.3 For the avoidance of doubt, the Borrower is not obliged under this
Clause 6.1 to indemnify the Lender for any cost, expense or other
payment either of, or relating to, interest or principal under the High
Yield Notes.
6.2 Each of the parties hereby agrees not to amend, modify, release, cancel
or waive any term of this High Yield Proceeds Loan Agreement without
the prior written consent of the Trustee (acting in accordance with
instructions from a majority of beneficial owners of the Notes), except
as expressively provided for in the High Yield Subordination Agreement.
6.3 This Agreement shall be governed by and construed in accordance with
German Law.
6.4 Exclusive place of jurisdiction for any disputes arising from or in
connection with this Agreement shall be Frankfurt am Main.
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6.5 All amendments to this Agreement or any waiver with regard to this
Agreement (including this Clause 6.5) shall be made in writing.
6.6 If, at any time, one or more provisions hereof is or become invalid,
illegal or unenforceable in any respect under the laws of any
jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent necessary without affecting or impairing the
validity, legality and enforceability of the provisions hereof or of
such provision in any other jurisdiction. The parties agree that such
illegal, invalid or unenforceable provision shall be deemed replaced by
such provision which comes as close as possible to the purpose of this
Agreement.
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Place, Date Place, Date
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MESSER GRIESHEIM HOLDING AG MESSER GRIESHEIM GMBH
Clause 6.2 is acknowledged and agreed as of 16 May 2001:
By: ________________________________
The Bank of New York
as Trustee
THIS AGREEMENT has been executed by the parties the day and year first above
written.
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[ANNEX A TO THE
HIGH YIELD PROCEEDS
LOAN AGREEMENT]
MESSER GRIESHEIM GMBH
Frankfurt Airport Center 1, C9
D-60547 Frankfurt am Main
Germany
May 16, 2001
MESSER GRIESHEIM HOLDING AG
Frankfurt Airport Center 1, C9
D-60547 Frankfurt am Main
Germany
Re: PAYMENT INSTRUCTIONS
Ladies and Gentlemen:
We refer to the high yield proceeds loan agreement dated 16
May 2001 (the "HIGH YIELD PROCEEDS LOAN AGREEMENT"), between Messer Griesheim
Holding AG and Messer Griesheim GmbH and the Purchase Agreement dated 11 May
2001 (the "PURCHASE AGREEMENT"), between Messer Griesheim Holding AG and
Goldman Sachs International, as representative of the several purchasers
named therein. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed thereto in the High Yield Proceeds Loan Agreement.
With regard to Section 2 of the High Yield Proceeds Loan
Agreement, we hereby instruct you to advance the Loan on the date hereof
according to the following instructions:
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Payee Amount Payment details
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Chase Manhattan International Limited (as E115,271,552.06 Swift Code: CHASDEFX
agent for the lenders under the Senior Chase Manhattan International Ltd,
Facilities Agreement) Frankfurt
A/C 6001600037
Favour: Chase Manhattan
International Ltd, London
Swift Code: CHASGB22
HypoVereinsbank, Luxembourg S.A. (as agent
for the lenders under the Mezzanine Facility E401,579,333.33 Swift Code: HYVEDEMM
Agreement) HypoVereinsbank Munich
A/C 68104360
For: HypoVereinsbank, Luxembourg
Swift Code: HYVELULL
Reference FKA-SFB
Goldman Sachs International (as Swift Code: BOFAGB22
representative of the several Purchasers E14,375,000 Bank of America N.A. London
named in Schedule I to the Purchase A/C 16383028
Agreement in respect of our obligations Acct: Goldman Sachs International
under Clause 6.1 of the High Yield Proceeds Ref: Messer Gresheim Mezz
Loan Agreement) Refinancing Fees
Swift Code: DEUTDEFF
Messer Griesheim GmbH E18,774,114.61 Deutsche Bank
A/C 0944488
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[signature pages follow]
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Very truly yours,
MESSER GRIESHEIM GMBH
By:
Name: Dr. Klaus-Jurgen Schmieder
Title: Chief Executive Officer
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MESSER GRIESHEIM HOLDING AG
ON BEHALF OF ALL MEMBERS OF THE MANAGEMENT BOARD
PURSUANT TO A RESOLUTION UNDER SECTION 78 IV 1 AKTG DATED MAY 11, 2001
By: /s/ DR. KLAUS-JURGEN SCHMIEDER
Name: Dr. Klaus-Jurgen Schmieder
Title: Member of the Management Board
Address: Frankfurt Airport Center 1, C9
D-60547 Frankfurt am Main
Germany
Fax: +49 69 508 205
Attention: Vorstand
MESSER GRIESHEIM GMBH
By: /s/
By: /s/ S MESSER
Address: Frankfurt Airport Center 1, C9
D-60547 Frankfurt am Main
Germany
Fax: +49 69 508 205
Attention: Geschaftsfuhrung
Clauses 3.4, 4.5, 6 (ii), 9, 10, 11, 12 and 13 are acknowledged and agreed as of
16 May 2001:
By: /s/ SUNJEEVE PATEL
The Bank of New York
as Trustee
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