EXHIBIT 10.6
To: MDCP Acquisitions plc as Parent
MDCP Acquisitions I (for itself and as agent for and on behalf of each
of the other Obligors)
Deutsche Bank AG London as Bridge Agent
Deutsche Bank AG London as Security Agent
Xxxxxxx Xxxxxxxx Partners (Netherlands) B.V. as Junior Creditor
JPMorgan Chase Bank and Xxxxxx Commercial Paper Inc as Spanish Bond
Creditors
MDCP III Global Investments LP, MDCP IV Global Investments LP, MDSE III
Global Investments LP and DBCP Europe GP (Jersey) Limited as Investors
27th September, 2002
Dear Sirs,
PRIORITY AGREEMENT RELATING TO THE SENIOR FACILITY AGREEMENT FOR
EURO 2,525,000,000 CREDIT FACILITY FOR MDCP ACQUISITIONS I ARRANGED BY DEUTSCHE
BANK AG LONDON AND XXXXXXX XXXXX INTERNATIONAL WITH DEUTSCHE BANK AG LONDON AS
FACILITY AGENT AND SECURITY AGENT DATED 12TH SEPTEMBER, 2002 (THE "PRIORITY
DEED")
Terms defined or used in the Priority Deed have the same meaning when used in
this letter.
We confirm the agreement between us that the Priority Deed shall, from the date
of this letter, for valuable consideration, be amended as follows:
(a) In the definition of Newco 1 Debt, at the end of paragraph (c), insert
"and the PIK Securities";
(b) In Subclause 7.2(ii)(bb) (Intercompany Debt Payments), the words "in cash"
shall be deleted.
Save as expressly amended in this letter the Priority Deed and the other Senior
Finance Documents remain in full force and effect.
This letter is a Senior Finance Document.
This letter has been executed and delivered as a deed on the date hereof. This
letter is governed by English law.
Please execute and return the attached copy of this letter to confirm your
agreement to the above. This letter may be executed in any number of
counterparts, each of which shall be an original and all of which when taken
together shall constitute one agreement. Delivery of an executed signature page
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart.
Yours faithfully
THE SENIOR AGENT
EXECUTED as a deed )
by DEUTSCHE BANK AG LONDON ) /s/ Xxx Xxxx Xxxxx
acting by its authorised signatories )
)
)
acting under the authority ) /s/
of that company )
Accepted and agreed:
THE PARENT
The Common Seal )
of MDCP ACQUISITIONS PLC )
was affixed hereunto )
in the presence of ) /s/ X. X'Xxxxxxx
Director ) /s/ X. XxXxxxx-Xxxxx
Director/Secretary ) For and on behalf of
Xxxxxxxx Limited
Secretary
THE COMPANY
The Common Seal )
of MDCP ACQUISITIONS I )
was affixed hereunto )
in the presence of ) /s/ X. X'Xxxxxxx
Director ) /s/ X. XxXxxxx-Xxxxx
Director/Secretary ) For and on behalf of
Xxxxxxxx Limited
Secretary
THE BRIDGE AGENT
EXECUTED as a deed )
by DEUTSCHE BANK AG LONDON )
acting by its authorised signatories ) /s/ Xxx Xxxx-Xxxxx
)
)
acting under the authority ) /s/
of that company
THE SECURITY AGENT
EXECUTED as a deed )
by DEUTSCHE BANK AG LONDON )
acting by its authorised signatories ) /s/ Xxx Xxxx-Xxxxx
)
) /s/
acting under the authority )
of that company
THE JUNIOR CREDITOR
EXECUTED as a deed by )
XXXXXXX XXXXXXXX PARTNERS )
(NETHERLANDS) B.V. )
acting by: ) /s/ X.X. Xxxxx
)
)
acting under the authority of that )
company, in the presence of ) /s/ L.F. Van der Sman
)
)
Witness's Signature: /s/ XXXXX XXXXXXXX )
------------------------------ )
Name: Xxxxx Xxxxxxxx )
------------------------------ )
)
Address: Fred Roeskestraat )
123 Amsterdam )
------------------------------ )
SPANISH BOND CREDITORS
EXECUTED as a deed )
by JPMORGAN CHASE BANK )
acting by its authorised signatories ) /s/ Xxxxx Xxxx
)
)
acting under the authority )
of that company )
EXECUTED as a deed )
by XXXXXX COMMERCIAL PAPER, INC. )
acting by its authorised signatories ) /s/
)
)
acting under the authority )
of that company )
THE INVESTORS
EXECUTED as a deed under seal by ) LS
MDCP III GLOBAL INVESTMENTS LP )
and signed and delivered as a deed on its behalf by MDP III )
Global GP, LP its general partner )
and MDP Global Investors Limited, its general partner )
in the presence of )
) /s/ Xxxxxx X.
Xxxxxxx's Signature: /s/ X. XxXXXXX ) Mencoff
-------------------------------------- )
Xxxxx XxXxxxx )
Name: -------------------------------------- )
70 X. Xxxxxxx Ave. )
Address: Chicago, IL 60602 )
-------------------------------------- )
EXECUTED as a deed under seal by ) LS
MDCP IV GLOBAL INVESTMENTS LP )
and signed and delivered as a deed on its behalf by MDP IV )
Global GP, LP its general partner and )
MDP Global Investors Limited its general partner )
in the presence of ) /s/ Xxxxxx X.
) Mencoff
Witness's Signature: /s/ X. XxXXXXX )
-------------------------------------- )
Xxxxx XxXxxxx )
Name: -------------------------------------- )
70 X. Xxxxxxx Ave. )
Address: Chicago, IL 60602 )
-------------------------------------- )
EXECUTED as a deed under seal by ) LS
MDSE III GLOBAL INVESTMENTS LP )
and signed and delivered as a deed on its behalf by MDP III )
Global GP, LP its general partner )
and MDP Global Investors Limited its general partner )
in the presence of )
) /s/ Xxxxxx X.
Xxxxxxx's Signature: /s/ X. XxXXXXX ) Mencoff
-------------------------------------- )
Xxxxx XxXxxxx )
Name: -------------------------------------- )
70 X. Xxxxxxx Ave. )
Address: Chicago, IL 60602 )
-------------------------------------- )
EXECUTED as a deed by )
DBCP EUROPE GP (JERSEY) LIMITED )
acting by: )
)
)
acting under the authority of that )
company, in the presence of ) /s/ Diarmuid
) Cummins
)
)
Witness's Signature: /s/ XXXXXXX XXXX )
------------------------------------- )
Name: Xxxxxxx Xxxx )
------------------------------------- )
Address: 00 Xxxxxxxx Xxxx )
Xxxxxxxxxxx XX00 0XX )
------------------------------------- )
