SENIOR CREDIT AGREEMENT DATED 13 MARCH 2006Agreement • September 15th, 2006 • Kabel Deutschland GmbH
Kabel Deutschland GmbH $610,000,000 10.625% Senior Notes due 2014 € 250,000,000 10.750% Senior Notes due 1014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2006 • Kabel Deutschland GmbH • New York
Deutsche Bank AG London Morgan Stanley & Co. International Limited Citigroup Global Markets Limited Goldman Sachs International As Representatives of the Initial Purchasers c/o Deutsche Bank AG London
SECURITY TRUST AGREEMENTSecurity Trust Agreement • September 15th, 2006 • Kabel Deutschland GmbH
The Beneficiaries (as defined below) and the Security Grantors (as defined below) are hereinafter collectively referred to as the Parties.
AGREEMENT FOR THE RENT, LICENCE AND INSTALLATION OF NAGRAVISION CONDITIONAL ACCESS SYSTEM AND NAGRAVISION SMARTCARDSRent Agreement • September 15th, 2006 • Kabel Deutschland GmbH
This Rent Agreement (Mietvertrag) is entered between Nagravision SA, Route de Genève 22, 1033 Cheseaux s/Lausanne, Switzerland, a corporation organized under the laws of Switzerland (the “Lessor” or “Nagra” or “Nagravision”) and Media Services GmbH, Orleansplatz 7, 81667 Mūnchen, a corporation organized under the laws of Germany (the “Lessee” or “MSG”) (Lessor and Lessee individually hereinafter referred to as a “party” and collectively hereinafter referred to as the “parties”).
ACCOUNT PLEDGE AGREEMENTAccount Pledge Agreement • September 15th, 2006 • Kabel Deutschland GmbH
(the Security Agent and each Original Finance Party (as defined below) are hereinafter referred to individually as an Original Pledgee and together as the Original Pledgees)
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 15th, 2006 • Kabel Deutschland GmbH • New York
Kabel Deutschland GmbH, a limited liability company incorporated under the laws of Germany (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to €250,000,000 aggregate principal amount of its outstanding 10.750% Senior Notes due 2014 (the “Euro Outstanding Notes”) and up to $610,000,000 aggregate principal amount of its outstanding 10.625% Senior Notes due 2014 (the “Dollar Outstanding Notes” and, together with the Euro Outstanding Notes, the “Outstanding Notes”) for a like principal amount of its 10.750% Senior Notes due 2014 (the “Euro Exchange Notes”) and a like principal amount of its 10.625% Senior Notes due 2014 (the “Dollar Exchange Notes” and, together with the Euro Exchange Notes, the “Exchange Notes”) that have been registered under the U.S. Securities Act of 1933, as amended. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2006 (the “Prospectus”), proposed to be distributed to all re
RELEASE AGREEMENT DATED 12 MAY 2006Release Agreement • September 15th, 2006 • Kabel Deutschland GmbH
SUPPLEMENTAL AGREEMENT DATED 9 MAY, 2006Supplemental Agreement • September 15th, 2006 • Kabel Deutschland GmbH • London
SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN KABEL DEUTSCHLAND BREITBAND SERVICES GMBHShare Pledge Agreement • September 15th, 2006 • Kabel Deutschland GmbH
(the Security Agent and each Original Finance Party (as defined below) are hereinafter referred to individually as an Original Pledgee and together as the Original Pledgees)
GLOBAL ASSIGNMENT AGREEMENTGlobal Assignment Agreement • September 15th, 2006 • Kabel Deutschland GmbH
SECONDARY SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN KABEL DEUTSCHLAND VERTRIEB UND SERVICE BETEILIGUNGS VERWALTUNGS GMBHSecondary Share Pledge Agreement • September 15th, 2006 • Kabel Deutschland GmbH
The Security Trustee and the High Yield Notes Trustee are hereinafter referred to individually as an Original Secondary Pledgee and together as the Original Secondary Pledgees.
INTEREST PLEDGE AGREEMENT RELATING TO THE INTERESTS IN KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KGInterest Pledge Agreement • September 15th, 2006 • Kabel Deutschland GmbH
(the Security Agent and each Original Finance Party (as defined below) are hereinafter referred to individually as an Original Pledgee and together as the Original Pledgees)
SECURITY TRANSFER AGREEMENTSecurity Transfer Agreement • September 15th, 2006 • Kabel Deutschland GmbH
PRIORITY AGREEMENT DATED 29TH MARCH, 2004 As amended and restated pursuant to a supplemental Agreement dated 27th May, 2004 and as further amended and restated pursuant to a supplemental agreement dated 1st July, 2004 and as further amended and...Priority Agreement • September 15th, 2006 • Kabel Deutschland GmbH
THIS AGREEMENT is dated 29th March, 2004 and is amended and restated pursuant to a supplemental agreement dated 27th May, 2004 and as further amended and restated pursuant to a supplemental agreement dated 1st July, 2004 and as further amended and restated pursuant to a supplemental agreement dated 9 May, 2006.
SECONDARY INTEREST PLEDGE AGREEMENT RELATING TO THE INTERESTS IN KABEL DEUTSCHLAND VERTRIEB UND SERVICE BETEILIGUNGS GMBH & CO. KGSecondary Interest Pledge Agreement • September 15th, 2006 • Kabel Deutschland GmbH
The Security Trustee and the High Yield Notes Trustee are hereinafter referred to individually as an Original Secondary Pledgee and together as the Original Secondary Pledgees.
