Execution Version Amendment Agreement No. 1 dated as of November 21, 2018 by and between Infront Holding AG
Execution Version
Amendment Agreement No. 1
dated as of November 21, 2018
by and between
Infront Holding AG
(IHAG, Parent, Guarantor or Security Provider)
Infront Sports & Media AG
(ISMAG, Company, Borrower, Guarantor or Security Provider)
Infront Pan-Asia Holding Pte. Ltd
(Infront Pan-Asia or Security Provider)
Infront Italy Holding Spa
(Infront Italy Holding or Security Provider)
Infront Italy Spa
(Infront Italy or Security Provider)
HOST BROADCAST SERVICES (HBS) AG
(HOST BROADCAST or Security Provider)
Infront Football Media Pte. Ltd.
(Infront Football or Security Provider)
Infront International Holdings AG
IIHAG
and
UBS Switzerland AG
(UBS, Agent or Security Agent)
(IIHAG, IHAG, ISMAG, Infront Pan-Asia, Infront Italy Holding, Infront Italy, HOST BROADCAST and Infront Football, collectively, the Infront Parties, and, together with UBS, the the Parties)
Whereas
A. Pursuant to a credit facilities agreement dated as of May 18, 2018, made between Infront International Holdings AG, as Parent or Guarantor, Infront Holding AG, as Guarantor, Infront Sports & Media AG, as Borrower or Guarantor, and UBS Switzerland AG, as Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender and UniCredit Bank AG, as Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender (the Credit Facilities Agreement), the Lenders (as defined in the Credit Facilities Agreement) have agreed to make available to the Borrower certain credit facilities in the total aggregate amount of initially EUR 450,000,000.
B. Pursuant to certain discussions, the Parties aim to make certain changes to the Credit Facilities Agreement to acknowledge that as of the Effective Date (as defined below) (i) Infront International Holdings AG will no longer be a party and act as Parent and/or Guarantor under the Credit Facilities Agreement and (ii) Infront Holding AG will replace Infront International Holdings AG in its functions under the Credit Facilities Agreement.
C. In order to realize these purposes, the Parties (as defined in the Credit Facilities Agreement) have agreed to amend certain provisions of the Credit Facilities Agreement.
Now, therefore, the Parties agree as follows:
1. Definitions
Unless defined otherwise hereinafter and except to the extent that the context requires otherwise, capitalized terms used in this Amendment Agreement No. 1 (the Amendment Agreement) shall have the meanings assigned to them in the Credit Facilities Agreement.
2. Designation
The Parties confirm the designation of this Amendment Agreement as a Finance Document.
3. Scope of this Amendment Agreement
It is agreed between the Parties that the terms and conditions of the Credit Facilities Agreement and all other Finance Documents shall remain unchanged
and in full force and effect and binding upon the Parties, unless specifically provided for otherwise in this Amendment Agreement.
4. Condition Precedent
A copy of a resolution of the Parent’s board of directors in form and substance satisfactory to the Agent (i) approving or ratifying the terms of, and the transactions contemplated by this Amendment Agreement and resolving that it executes and delivers and performs its obligations under the Finance Documents to which it is a party and (ii) authorizing, where relevant, a specified person or persons to execute this Amendment Agreement on its behalf.
5. Entry Into Force
The amendments and the amended rights and obligations as set forth in Clause 6 (Termination of the Credit Facilities Agreement in respect of Infront International Holdings AG and replacement of Infront International Holdings AG with Infront Holding AG as Parent and/or Guarantor), Clause 7 (Amendments) and Clause 8 (Security Confirmation) shall enter into force as of the date the conditions precedent as set forth in Clause 4 (Conditions Precedent) are satisfied (the Effective Date).
6. Termination of the Credit Facilities Agreement in respect of Infront International Holdings AG and replacement of Infront International Holdings AG with Infront Holding AG as Parent and/or Guarantor
Effective as of the Effective Date, (i) Infront International Holdings AG will no longer act as Parent and/or Guarantor under the Credit Facilities Agreement and (ii) Infront Holding AG will act as Parent and/or Guarantor under the Credit Facilities Agreement, it being understood that Infront Holding AG will replace Infront International Holdings AG in its functions.
7. Amendments
7.1 Cover Page
Effective as of the Effective Date, the cover page of the Credit Facilities Agreement shall be amended and read as follows:
“Credit Facilities Agreement
dated May 18, 2018
by and between
Infront Holding AG
Xxxxxxxxxxx 0, 0000 Xxx, Xxxxxxxxxxx
(IHAG, Parent or Guarantor)
Infront Sports & Media AG
Xxxxxxxxxxx 0, 0000 Xxx, Xxxxxxxxxxx
(ISMAG, Company, Borrower or Guarantor)
and
UBS Switzerland AG
Xxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx
(UBS, Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender)
UniCredit Bank AG
Xxxxxxxxxxxxxxx 00, 00000 Xxxxxx, Xxxxxxx
(UniCredit, Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender)
(IHAG, ISMAG and the Original Lenders, collectively the Original Parties)”
7.2 Page 9 immediately preceding Section 1
Effective as of the Effective Date, page 9 of the Credit Facilities Agreement shall be amended and read as follows:
“This credit facilities agreement is originally dated as of May 18, 2018, and made between:
1. Infront Holding XX, Xxxxxxxxxxx 0, 0000 Xxx, Xxxxxxxxxxx, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-109.900.324 (IHAG, Parent or Guarantor);
2. Infront Sports & Media XX, Xxxxxxxxxxx 0, 0000 Xxx, Xxxxxxxxxxx, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-101.159.299 (ISMAG, Company, Borrower or Guarantor);
3. UBS Switzerland AG, Xxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zurich under registration no. CHE-412.669.376, and licensed by the Swiss Financial Market Supervisory Authority FINMA as a bank and securities dealer (UBS, Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender); and
4. UniCredit Xxxx XX, Xxxxxxxxxxxxxxx 00, 00000 Xxxxxx, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Germany, registered with the Local Court of Munich under registration no. 42148 (UniCredit, Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender).”
7.3 Section 1 (Definitions and Interpretation), Clause 1 (Definitions)
Effective as of the Effective Date, Clause 1 (Definitions) of Section 1 (Definitions and Interpretation) of the Credit Facilities Agreement shall be amended and read as follows:
“1. Definitions
[...]
Agreement means this EUR 450,000,000 credit facilities agreement, as amended from time to time, between IHAG as Parent and Guarantor, ISMAG as Company, Borrower and Guarantor, UBS as Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent and Original Lender and UniCredit as Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent and Original Lender as well as any other person becoming a Party hereto.
[...]
Existing Credit Facilities Agreement means the credit facilities agreement dated July 27, 2016, pursuant to which Xxxxx Sports Finance Ltd., Hong Kong, provided Infront International Holdings AG, with a USD 470,000,000 facility, with
an actual outstanding amount of USD 470,000,000 as of March 31, 2018, on-lent to the Company on July 27, 2016, in an amount of USD 470,000,000 with an actual outstanding amount of EUR 381,462,543.63 as of March 31, 2018.
[...]
7.4 Section 22 (Financial Covenants), Clause 22.2 (Minimum Equity)
Effective as of the Effective Date, Clause 22.2. (Minimum Equity) of Section 22 (Financial Covenants) of the Credit Facilities Agreement shall be amended and read as follows:
“22. Financial Covenants
[...]
“22.2 Minimum Equity
The Minimum Equity of IHAG shall be at least CHF 200 million at the end of each financial year as per standalone financial statements of IHAG (the Minimum Equity).
[...]”
7.5 Schedule 1 (Original Parties), Part I
Effective as of the Effective Date, Part I of Schedule 1 (Original Parties) to the Credit Facilities Agreement shall be amended and read as follows:
SCHEDULE 1
ORIGINAL PARTIES
Part I
Borrower
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Borrower under Facility | ||
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Name |
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Jurisdiction |
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Term Loan Facility |
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RCF |
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Infront Sports & Media AG |
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Switzerland |
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Yes |
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Yes |
Guarantors
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Guarantor under Facility | ||
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Name |
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Jurisdiction |
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Term Loan Facility |
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RCF |
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Infront Holding AG |
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Switzerland |
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Yes |
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Yes |
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Infront Sports & Media AG |
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Switzerland |
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Yes |
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Yes |
7.6 Schedule 6 (Form of Compliance Certificate), Annex B (Calculation of Minimum Equity)
Effective as of the Effective Date, Annex B (Calculation of Minimum Equity) of Schedule 6 (Form of Compliance Certificate) to the Credit Facilities Agreement shall be amended and read as follows:
“
Minimum Equity
Pursuant to Clause 22.2 of the Agreement
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In CHF |
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Testing Date |
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Share capital |
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+ |
Own shares |
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+ |
Reserves from capital contributions |
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+ |
Other capital reserves |
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+ |
Retained earnings |
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+ |
Net profit / (loss) |
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Total shareholders equity |
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0 |
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Minimum Equity |
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200’000’000 |
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Financial covenant met |
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no |
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Zug, 20
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Signatures |
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Name |
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Title |
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7.7 Schedule 8 (Group Structure Chart)
Effective as of the Effective Date, Schedule 8 (Group Structure Chart) to the Credit Facilities Agreement shall be amended and read as follows:
Source: Infront Sports & Media AG
8. Security Confirmation
Effective as of the Effective Date, each of the Guarantors and Security Providers herewith agrees and confirms for the benefit of the Agent and the other Finance Parties that:
(i) it acknowledges the terms of this Amendment Agreements and the rights and obligations set forth herein;
(ii) it confirms that it continues to be bound by its obligations as set out in each of the Finance Documents, including the Security Agreements;
(iii) it undertakes with respect to (i) and (ii) above, to do all such acts and things or execute all such documents which the Agent or Security Agent may require in order to ensure that, in relation to the Guarantors, the Guarantee and, in relation to the Security Providers, the Security granted under each respective Security Agreement continues to be in full force and effect and that the Guarantee or the Security granted under the Security Agreements continue to guarantee or secure, respectively, all the rights and claims of the Finance Parties under the Finance Documents as amended by this Amendment Agreement;
(iv) all references to the Credit Facilities Agreement and the other Finance Documents are references to the Credit Facilities Agreement or the other Finance Documents as amended by this Amendment Agreement.
9. Representations
Each Party represents and warrants and agrees with the other Parties hereto that this Amendment Agreement has been duly authorized and executed by it and constitutes its valid and legally binding obligation.
The Obligors hereby represent and warrant that, as at the date hereof, the representations and warranties as per clause 20 (Representations and Warranties) of the Credit Facilities Agreement in relation to the facts and circumstances subsisting as of the date hereof, are true and accurate.
10. General Provisions
Section 34 (Notices and Language), Section 35 (Severability) and Section 38 (Confidentiality) of the Credit Facilities Agreement shall be incorporated herein by reference thereto.
11. Governing Law and Jurisdiction
This Amendment Agreement shall be governed by and construed in accordance with, the substantive laws of Switzerland.
Place of performance as well as the exclusive place of jurisdiction for any disputes arising out of or in connection with this Amendment Agreement shall be the City of Zurich, venue being Zurich 1.
However, the Finance Parties reserve the right to take legal action at the domicile of a Borrower or any other competent authority, in which case Swiss law shall remain applicable.
[signature page follows]
INFRONT COMPANIES
Infront Holding AG
as Parent, Guarantor and Security Provider
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Name: |
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Name: |
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Function: |
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Function: |
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Infront Sports & Media AG
as Company, Borrower, Guarantor and Security Provider
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Name: |
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Name: |
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Function: |
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Function: |
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Infront Pan-Asia Holding Pte. Ltd
as Security Provider
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/s/ Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Name: |
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Function: |
Managing Director |
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Function: |
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Infront Italy Holding Spa
as Security Provider
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Name: |
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Name: |
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Function: |
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Function: |
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Infront Italy Spa
as Security Provider
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Name: |
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Name: |
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Function: |
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Function: |
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HOST BROADCAST SERVICES (HBS) AG
as Security Provider
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Name: |
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Name: |
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Function: |
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Function: |
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Infront Football Media Pte. Ltd.
as Security Provider
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/s/ Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Name: |
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Function: |
Managing Director |
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Function: |
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INFRONT COMPANIES
Infront Holding AG
as Parent, Guarantor and Security Provider
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Infront Sports & Media AG
as Company, Borrower, Guarantor and Security Provider
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Infront Pan-Asia Holding Pte. Ltd
as Security Provider
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/s/ Julien Ternisien | ||
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Name: |
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Name: |
Julien Ternisien |
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Function: |
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Function: |
BOD Member |
Infront Italy Holding Spa
as Security Provider
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/s/ Xxxxx Xx Xxxxxx |
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/s/ Xxxx Xxxxxx Xxxxxxxxx | ||
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Name: |
Xxxxx xx Xxxxxx |
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Name: |
Xxxx Xxxxxx Xxxxxxxxx |
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Function: |
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Function: |
COO Infront Italy Holding |
Infront Italy Spa
as Security Provider
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/s/ Xxxxx Xxxxx |
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/s/ Xx. Xxxxxx Xxxxxxxxx | ||
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Name: |
Xxxxx Xxxxx |
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Name: |
Xx. Xxxxxx Xxxxxxxxx |
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Function: |
Senior Vice President Winter Sport |
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Function: |
Group General Counsel |
HOST BROADCAST SERVICES (HBS) AG
as Security Provider
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/s/ Xxx Xxxxxxxxx |
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/s/ Xxxxxxx Xxxxx | ||
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Name: |
Xxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Function: |
CEO HBS |
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Function: |
BOD Member |
Infront Football Media Pte. Ltd.
as Security Provider
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/s/ Xxxxxxx Xxxxx | ||
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Name: |
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Name: |
Xxxxxxx Xxxxx |
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Function: |
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Function: |
BOD Member |
AGENT AND SECURITY AGENT:
UBS Switzerland AG
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/s/ Xxxxxx Xxxxxxx |
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/s/ Xxxxxx Xxxxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Function: |
Associate Director |
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Function: |
AD |
Solely for the purposes of acknowledging the termination of its functions as Parent and Guarantor under the Credit Facilities Agreement:
Infront International Holdings AG
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