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EXHIBIT 10.7
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CLIFFORD CONFORMED COPY
CHANCE
PUNDER
MESSER GRIESHEIM HOLDING AG
AS ASSIGNOR
AND
THE BANK OF NEW YORK
AS TRUSTEE
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ASSIGNMENT AGREEMENT
(SICHERUNGSABTRETUNG)
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CONTENTS
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CLAUSE PAGE
1. Interpretation....................................................3
2. High Yield Subordination Agreement................................4
3. Secured Obligations...............................................4
4. Assignment........................................................4
5. Collection of Receivables.........................................5
6. Right to Realisation..............................................5
7. Release (SICHERHEITENFREIGABE)....................................6
8. Further Information...............................................6
9. Bookkeeping and Data-Processing...................................6
10. Undertakings......................................................6
11. Representations and Warranties....................................6
12. Notices and Their Language........................................7
13. Partial Invalidity, Waiver........................................7
14. Applicable Law, Jurisdiction......................................8
15. Amendment, Waiver.................................................8
16. Costs and Expenses................................................8
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THIS ASSIGNMENT AGREEMENT is made the ___ day of May 2001
BETWEEN:
1. MESSER GRIESHEIM HOLDING AG, a stock corporation organised under the
laws of the Federal Republic of Germany which is registered in the
commercial register (HANDELSREGISTER) of the local court (AMTSGERICHT)
of Frankfurt am Main under HRB 42291 (the "ASSIGNOR"); and
2. THE BANK OF NEW YORK, a New York banking corporation, having its office
at One Canada Square, London, E14 5AL, United Kingdom, in its capacity
as trustee under the High Yield Indenture (as defined below) (the
"TRUSTEE").
WHEREAS
(A) Pursuant to a 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 (the "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 (the "SENIOR
ARRANGERS"), Chase Manhattan International Limited as senior agent (the
"SENIOR AGENT") and as security trustee, and certain banks and
financial institutions (the "LENDERS") and others (as amended, varied,
novated, supplemented, superseded, increased or extended from time to
time the "SENIOR CREDIT AGREEMENT"), the Lenders have agreed to grant
certain facilities to those persons who become borrowers under the
Senior Credit Agreement (the "SENIOR BORROWERS") and the Senior
Borrowers together with those persons who become guarantors under the
Senior Credit Agreement (the "SENIOR GUARANTORS") are the "SENIOR
OBLIGORS".
(B) Pursuant to a mezzanine facility 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".
(C) The claims of, INTER ALIA, the Lenders under the Finance Documents (as
defined in the Senior Credit Agreement) and of, INTER ALIA, the
Mezzanine Lenders under the Mezzanine Finance Documents (as defined in
the Senior Credit Agreement) are regulated and/or subordinated pursuant
to the terms of an intercreditor deed dated 28 April 2001
(the "INTERCREDITOR DEED").
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(D) The Assignor may issue notes pursuant to the terms of an indenture (the
"INDENTURE") dated as of May 16, 2001 made between it and the Trustee
(the "HIGH YIELD NOTES") the net proceeds of which are lent to Messer
Griesheim GmbH as borrower (the "BORROWER") pursuant to a High Yield
Proceeds Loan Agreement (as defined in the Senior Credit Agreement)
between the Assignor as lender and the Borrower in order to allow the
Borrower to prepay in full the Mezzanine Outstandings (as defined in
the Senior Credit Agreement) and 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). Pursuant to
a High Yield Subordination Agreement (as defined in the Senior Credit
Agreement) any payment claims of the Assignor against the Borrower in
relation to the High Yield Proceeds Loan 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).
(E) The Assignor has granted or will grant a first-ranking pledge over its
shares in Messer Griesheim GmbH as security for the Finance Parties'
(as defined in the Senior Credit Agreement) respective claims under the
Finance Documents (as defined in the Senior Credit Agreement) or any
refinancing thereof (as amended, novated, supplemented, superseded or
extended from time to time the "SHARE PLEDGE").
(F) The Assignor has agreed to assign certain Receivables (as defined
below) to the Trustee as security for the Secured Parties' (as defined
below) respective claims against the Assignor under the High Yield
Documents (as defined below).
(G) The Security created by or pursuant to this Agreement is to be held and
administered by the Trustee for and on behalf of the Secured Parties
pursuant to the Indenture.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement:
"EXCESS PROCEEDS" means the part of the proceeds arising from an
enforcement of the Share Pledge (whether by private sale or otherwise)
that, pursuant to the terms of the Share Pledge, is neither applied for
discharge of the obligations secured by the Share Pledge nor to be
transferred to third parties, but that is to be surrendered to the
Assignor.
"HIGH YIELD DOCUMENTS" means the Indenture, the High Yield Notes, any
indentures and registration rights agreement relating to the High Yield
Notes, any permitted guarantees provided in connection therewith, any
Permitted High Yield Security, any future paid-in-kind notes
contemplated by such indentures and registration rights agreement and
any fee letters, indemnity letters, purchase agreements, refinancing
and engagement letter relating to the High Yield Notes and all other
documents relating to the issue of the High Yield Notes.
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"HIGH YIELD PAYMENT DEFAULT" means a payment default under the High
Yield Notes, relating to principal, interest or premium, which is
continuing.
"RECEIVABLES" means:
(a) the right of the Assignor to receive in the event of an
enforcement of the Share Pledge (whether by private sale or
otherwise) the Excess Proceeds pursuant to the terms of the
Share Pledge (the "EXCESS SHARE PLEDGE RECEIVABLES"); and
(b) all payment claims due to the Assignor under the High Yield
Proceeds Loan Agreement (the "HIGH YIELD LOAN RECEIVABLES").
For the avoidance of doubt, the High Yield Loan Receivables
are restricted to payment claims and do not include any other
rights arising under or in relation to the High Yield Proceeds
Loan Agreement (such as rights to termination or
acceleration).
"SECURED PARTIES" means the Trustee and the Holders (as defined in the
Indenture).
"SENIOR DISCHARGE DATE" means the date on which all liabilities and
obligations due or incurred to any of the Senior Beneficiaries (as
defined in the Intercreditor Deed) under the Senior Documents (as
defined in the Intercreditor Deed) have been fully paid and discharged
to the satisfaction of the Senior Agent (acting reasonably), whether or
not as a result of an enforcement.
1.2 Terms used but not otherwise defined herein shall have the meanings
described thereto in the Senior Credit Agreement.
1.3 This Agreement is made in the English language only. For the avoidance
of doubt, the English language version of this Agreement shall prevail
over any translation of this Agreement. However, where a German
translation of a word or phrase appears in the text of this Agreement,
the German translation of such word or phrase shall prevail.
2. HIGH YIELD SUBORDINATION AGREEMENT
The Trustee acknowledges and agrees that all rights and obligations
arising under or in relation to this Agreement in relation to the High
Yield Loan Receivables are subject to the terms of the High Yield
Subordination Agreement and agrees to such terms.
3. SECURED OBLIGATIONS
The assignment hereunder (the "ASSIGNMENT") is constituted in order to
secure the prompt and complete satisfaction of any and all obligations
(present and future, actual and contingent) which are (or are expressed
to be) or become owing by the Assignor to the Secured Parties or any of
them under the High Yield Documents (the "SECURED OBLIGATIONS").
4. ASSIGNMENT
4.1 The Assignor hereby assigns to the Trustee for the benefit of the
Secured Parties the Receivables.
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4.2 The Trustee hereby accepts the assignment of the Receivables.
4.3 The existing Receivables shall pass over to the Trustee on execution of
this Agreement and any future Receivables shall pass over to the
Trustee at the date such Receivables arise.
5. COLLECTION OF RECEIVABLES
5.1 At all times prior to the occurrence of a High Yield Payment Default
and provided none of the Secured Obligations has become due and payable
and are unpaid the Trustee authorises the Assignor to collect the
Excess Share Pledge Receivables. The Assignor shall in doing so act
with the care of an orderly acting merchant (SORGFALT EINES
ORDENTLICHEN KAUFMANNS).
5.2 At all times prior to the occurrence of a High Yield Payment Default
and provided none of the Secured Obligations has become due and payable
and are unpaid the Trustee authorises the Assignor to collect the High
Yield Loan Receivables. The Assignor shall in doing so act with the
care of an orderly acting merchant (SORGFALT EINES ORDENTLICHEN
KAUFMANNS) and subject to the terms of the High Yield Subordination
Agreement and the High Yield Proceeds Loan Agreement.
6. RIGHT TO REALISATION
6.1 At any time after the occurrence of a High Yield Payment Default, and
if at any time any of the Secured Obligations has become due and
payable and are unpaid, the Trustee shall be entitled to arrange for
the collection of the Excess Share Pledge Receivables for and on behalf
of the Secured Parties. The Trustee may request the Assignor to collect
the Excess Share Pledge Receivables for and on behalf of the Secured
Parties and the Assignor shall promptly comply with such request.
6.2 At any time after the occurrence of a High Yield Payment Default, but
prior to the Senior Discharge Date, and if at any time any of the
Secured Obligations has become due and payable and are unpaid, the
Trustee shall be entitled to request that the Assignor collects the
High Yield Loan Receivables on behalf of the Trustee with payment
directly to the Trustee. At any time after the occurrence of a High
Yield Payment Default and if (in addition) the Senior Discharge Date
has occurred and at any time any of the Secured Obligations has become
due and payable and are unpaid, the Trustee shall be entitled to
arrange for the collection of the High Yield Loan Receivables for and
on behalf of the Secured Parties. Any right of realisation and any
right of collection arising under or in connection with this Agreement
is subject to the terms of the High Yield Proceeds Loan Agreement and
the High Yield Subordination Agreement.
6.3 Furthermore, the Trustee may request that all documents relating to any
of the Receivables be handed over to it and the Assignor hereby agrees
to comply with any such request.
6.4 The Trustee shall realise his rights established under this Clause 6 to
the extent necessary to satisfy any outstanding Secured Obligations.
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7. RELEASE (SICHERHEITENFREIGABE)
Upon complete and irrevocable satisfaction of the Secured Obligations
as confirmed in an opinion of counsel delivered to the Trustee, the
Trustee shall as soon as reasonably practical at the cost, expense and
request of the Assignor reassign to the Assignor, which shall accept
such re-assignment, the Receivables and all other rights and claims
assigned to it under this Agreement and surrender the excess proceeds,
if any, resulting from any realisation thereof. The Trustee will,
however, transfer any Receivables to a third person if so required by
law as confirmed in an opinion of counsel delivered to the Trustee.
8. FURTHER INFORMATION
The Assignor undertakes to provide the Trustee promptly at its request
with all information and documents which are necessary for perfecting
and/or enforcing the security created hereby; and such other
information and documents which the Trustee shall request, promptly
upon receiving such request, in respect of such perfection and
enforcement, it being understood, however, that the Trustee has no duty
to perfect the security created hereby.
9. BOOKKEEPING AND DATA-PROCESSING
If proof or documents which are necessary to identify the Receivables
have been handed over by the Assignor to a third party (in particular a
bookkeeping firm or a tax consultant) the Assignor hereby assigns to
the Trustee, who accepts such assignment, its right to demand from such
third party the return of the proof and documents. Upon the occurrence
of a High Yield Payment Default, the Assignor hereby undertakes to
instruct the third party to provide the Trustee upon its demand acting
reasonably with such information and documents which are necessary to
perfect and/or enforce the security created hereby.
10. UNDERTAKINGS
The Assignor undertakes to inform the Trustee promptly of any
attachments (PFANDUNG) in respect of the Receivables or any part
thereof or any other measures which, in each case, may materially
impair or jeopardise the Trustee's and/or the Secured Parties' rights
relating thereto. In the event of any such attachment, the Assignor
undertakes to forward to the Trustee without undue delay a copy of the
attachment order (PFANDUNGSBESCHLU(BETA)), the garnishee order
(UBERWEISUNGSBESCHLU(BETA)) and all other documents necessary for a
defence against the attachment. The Assignor shall inform the attaching
creditor immediately of the Trustee's security interests.
11. REPRESENTATIONS AND WARRANTIES
11.1 The Assignor hereby represents and warrants to the Trustee that, except
as permitted under the High Yield Documents, it is fully entitled to
the assigned Receivables which are unencumbered and that the assignment
of the Receivables is not subject to the consent of any third party and
provided that the Assignor undertakes not to agree to such consent
requirements unless permitted under any of the High Yield Documents.
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11.2 The Assignor hereby represents and warrants to the Trustee that this
Agreement constitutes its legal, valid and binding obligations,
enforceable in accordance with its terms, and that the assignment
constituted hereunder creates a valid, perfected and first ranking
security interest in the Receivables in favour of the Trustee without
any action being required on the part of the Trustee.
12. NOTICES AND THEIR LANGUAGE
12.1 Any notice or other communication under or in connection with this
Assignment Agreement shall be in writing and shall be delivered
personally, or sent by first class mail or fax to the following
addresses:
for the Assignor: MESSER GRIESHEIM HOLDING AG
Address: Frankfurt Airport Center 1, C9
D-60547 Frankfurt am Main
Germany
Fax: +49 69 508 205
Attention: Vorstand
Copy to: MESSER GRIESHEIM GMBH
Corporate Office
Frankfurt Airport Center 1, C9
D-60547 Frankfurt
Germany
for the Trustee: THE BANK OF NEW YORK
Address: One Canada Square
London E14 5AL
United Kingdom
Fax: 44-20-7964-6399
Attention: Corporate Trust Department
or to such other address as the recipient may notify or may have
notified to the other party in writing by no less than five business
days' notice.
12.2 Unless otherwise provided herein, any notice or other communication
under or in connection with this Assignment Agreement shall be in the
English language or, if in any other language, accompanied by a
certified translation into English. In the event of any conflict
between the English text and the text in any other language, the
English text shall prevail, except that where a German translation of a
German legal term appears in such text, the German translation shall
apply, and, further, except for any constitutional, statutory or
official document.
13. PARTIAL INVALIDITY, WAIVER
13.1 If at any time, one or more of the provisions hereof is or becomes
invalid, illegal or unenforceable in any respect under the law of any
jurisdiction, such provision shall as to
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such jurisdiction, be ineffective to the extent necessary without
affecting or impairing the validity, legality and enforceability of
the remaining provisions hereof or of such provisions in any other
jurisdiction. The invalid or unenforceable provision shall be deemed
replaced by such valid, legal or enforceable provision which comes
as close as possible to the original intent of the parties and the
invalid, illegal or unenforceable provision.
13.2 No failure to exercise, nor any delay in exercising, on the part of the
Trustee, any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or
remedy prevent any further or other exercise thereof or the exercise of
any other right or remedy. The rights and remedies provided hereunder
are cumulative and not exclusive of any rights or remedies provided by
law.
14. APPLICABLE LAW, JURISDICTION
14.1 This Assignment Agreement shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany.
14.2 The place of jurisdiction for any and all disputes arising under or in
connection with this agreement shall be the district court
(LANDGERICHT) of Frankfurt am Main. The Trustee, however, shall also be
entitled to take legal action against the Assignor before any other
court of competent jurisdiction. Further, the taking of proceedings
against the Assignor in any one or more jurisdictions shall not
preclude the taking of proceedings against the Assignor in any other
jurisdiction (whether concurrently or not) if and to the extent
permitted by applicable law.
15. AMENDMENT, WAIVER
15.1 This Agreement may be amended, modified or waived only in writing in an
agreement signed by the Trustee. This also applies to this Clause 15.1.
15.2 This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of which, when
so executed and delivered, shall be an original but all the
counterparts shall together constitute but one and the same instrument.
16. COSTS AND EXPENSES
All costs, expenses and taxes in connection with creation,
administration and enforcement of the security interests granted hereby
shall be borne by the Assignor.
THIS ASSIGNMENT AGREEMENT has been entered into on the date stated at the
beginning by:
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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
THE BANK OF NEW YORK
not in its individual capacity but solely
as Trustee
By: /s/ SUNJEEVE PATEL
Name: Sunjeeve Patel
Title: Authorized Signatory
The foregoing assignments and other terms of this Assignment Agreement
(SICHERUNGSABTRETUNG) are hereby acknowledged and agreed as of the date stated
at the beginning by:
Messer Griesheim GmbH
By: /s/
Name:
Title:
By: /s/ S MESSER
Name:
Title:
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