SYNDICATION AGREEMENT DATED ______24 July________ 2018 relating to a Senior Term and Revolving Facilities Agreement dated 27 October 2017 for CSP ALPHA HOLDINGS PTE. LTD. arranged by DBS BANK LTD., ING BANK N.V., SINGAPORE BRANCH and STANDARD...
EXECUTION VERSION
DATED ______24 July________ 2018 |
relating to a Senior Term and Revolving Facilities Agreement dated 27 October 2017 for CSP ALPHA HOLDINGS PTE. LTD. arranged by DBS BANK LTD., ING BANK N.V., SINGAPORE BRANCH and STANDARD CHARTERED BANK |
 ▇▇▇▇▇ & ▇▇▇▇▇ LLP | ||
0081727-0000042 SN:14443454.5 | ||
CONTENTS
Clause Page
1. | Definitions and interpretation | 1 |
2. | Joining in of New Lenders | 2 |
3. | Representations | 3 |
4. | Nature of this Agreement | 3 |
5. | Counterparts | 3 |
6. | Governing law | 4 |
Schedule
1. | Commitments and Loans | 5 | |
Part 1 Lenders | 5 | ||
Part 2 Participations in Loans | 6 | ||
Signatories | 2 | |
0081727-0000042 SN:14443454.5 | ||
THIS AGREEMENT is dated ___24 July______ 2018 and is made BETWEEN:
(1) | CSP ALPHA HOLDINGS PTE. LTD. (a company incorporated in Singapore with registration number 201705478E and registered office address at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) for itself and as agent for each of the other Obligors under and as defined in the Facilities Agreement defined below (the Company); |
(2) | DBS BANK LTD., ING BANK N.V., SINGAPORE BRANCH and STANDARD CHARTERED BANK each a mandated lead arranger and bookrunner in respect of the Term Facility as defined in the Facilities Agreement defined below (in this capacity the Term MLABs); |
(3) | DBS BANK LTD. and ING BANK N.V., SINGAPORE BRANCH each a mandated lead arranger and bookrunner in respect of the Revolving Facility as defined in the Facilities Agreement defined below (in this capacity the RCF MLABs and, together with the Term MLABs, the Arrangers); |
(4) | THE FINANCIAL INSTITUTIONS listed on the signatory pages to this Agreement under the heading Existing Lenders (in this capacity, the Existing Lenders); |
(5) | THE FINANCIAL INSTITUTIONS listed on the signatory pages to this Agreement under the heading New Lenders (in this capacity, the New Lenders); |
(6) | DBS BANK LTD. as agent for the other Finance Parties under and as defined in the Facilities Agreement defined below (in this capacity, the Agent); |
(7) | MADISON PACIFIC TRUST LIMITED as the security agent and/or security trustee for the Secured Parties as defined in the Facilities Agreement (in this capacity, the Security Agent); and |
(8) | DBS BANK LTD. as the secondary security agent and/or secondary security trustee for the Secured Parties as defined in the Facilities Agreement (in this capacity, the Secondary Security Agent). |
IT IS AGREED as follows:
1. | DEFINITIONS AND INTERPRETATION |
1.1 | Definitions |
In this Agreement:
Effective Date means the date on which the Agent notifies the Existing Lenders and the New Lenders in writing that it has received all amounts required to be paid by the New Lenders pursuant to Clause 2.1(d)(Transfer of rights and obligations).
Facilities Agreement means the senior term and revolving facilities agreement dated 27 October 2017 between, among others, the Company, the Arrangers, the Agent, the Security Agent and the Secondary Security Agent.
1.2 | Construction and incorporation of terms |
(a) | Capitalised terms defined in the Facilities Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement. |
0081727-0000042 SN:14443454.5 | 1 | |
(b) | The provisions of clauses 1.2 (Construction), 1.4 (Third party rights), 44 (Partial invalidity), 45 (Remedies and waivers) and 51 (Enforcement) of the Facilities Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references to the Facilities Agreement are to be construed as references to this Agreement. |
2. | JOINING IN OF NEW LENDERS |
2.1 | Transfer of rights and obligations |
On the Effective Date (regardless of whether a Default is then outstanding):
(a) | each Existing Lender assigns absolutely to the New Lenders its rights as on the date of this Agreement with respect to: |
(i) | the Commitments set out opposite the New Lender's name in Part 1 of Schedule 1 (Commitments and Loans); and |
(ii) | the participations in any Loans then outstanding set out opposite the New Lender's name in Part 2 of Schedule 1 (Commitments and Loans) or as otherwise notified by the Agent to the Existing Lenders and the New Lenders on or after the date of this Agreement; |
(b) | each Existing Lender will be released from those of its obligations under the Facilities Agreement which correspond to those of its rights assigned to the New Lenders under paragraph (a) above but will retain: |
(i) | the Commitments set out opposite its name in Part 1 of Schedule 1 (Commitments and Loans); and |
(ii) | the participations in any Loans then outstanding set out opposite its name in Part 2 of Schedule 1 (Commitments and Loans) or as otherwise notified by the Agent to the Existing Lenders and the New Lenders on or after the date of this Agreement; |
(c) | each New Lender will be bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above; and |
(d) | each New Lender must pay to the Agent an amount equal to the aggregate of its share in the Loans transferred to it under this Clause for distribution among the Existing Lenders according to their share in those Loans on the date of this Agreement. |
2.2 | Amounts due on or before the Effective Date |
Any amounts due and payable to an Existing Lender by any Obligor on or prior to the Effective Date will be for the account of that Existing Lenders, and no New Lender will have any interest in, or any rights in respect of, those amounts.
2.3 | Loans on the Effective Date |
If any Loan is to be made on the Effective Date:
(a) | the Agent must promptly notify each New Lender of the amount of its share in that Loan; |
0081727-0000042 SN:14443454.5 | 2 | |
(b) | each Existing Lender and each New Lender must participate in that Loan (subject to the terms of the Facilities Agreement) as if the transfer of the rights and obligations under this Agreement had taken effect prior to opening of business on the Business Day before the Effective Date; and |
(c) | the Company (for itself and as agent for each of the other Obligors) acknowledges that the Existing Lenders will not be obliged to participate in that Loan to any greater extent. |
2.4 | Contact details |
Each New Lender confirms that it has delivered to the Agent its initial contact details for the purposes of the Facilities Agreement.
2.5 | Transfer fee |
The Agent confirms that no transfer fees are payable to it under the Facilities Agreement in respect of any transaction contemplated by this Agreement.
2.6 | Consent |
Each of the Company (for itself and as agent for each of the other Obligors), the Arrangers, the Existing Lenders, the Agent, the Security Agent and the Secondary Security Agent consents to the New Lenders becoming Lenders.
2.7 | Confirmation |
Each New Lender confirms that it has the power and authority to become a party to the Finance Documents and has taken all necessary action to authorise execution of this Agreement and has obtained all necessary approvals and consents to the assumption of its obligations under the Facilities Agreement.
3. | REPRESENTATIONS |
The Company makes the Repeating Representations to each party to this Agreement:
(a) | on the date of this Agreement; and |
(b) | on the Effective Date, |
in each case, by reference to the facts and circumstances then existing.
4. | NATURE OF THIS AGREEMENT |
(a) | The Agent and the Company designate this Agreement as a Finance Document. |
(b) | The transfer of rights and obligations contemplated by this Agreement will take effect as a assignment, release and accession and the terms of the Facilities Agreement will apply to the rights and obligations transferred as if this Agreement were an Assignment Agreement so that Part 1 of Schedule 1 (Commitments and Loans) is substituted for schedule 1 (The Original Lenders) to the Facilities Agreement on the Effective Date. |
0081727-0000042 SN:14443454.5 | 3 | |
(c) | Except as expressly provided by the terms of this Agreement, each of the Finance Documents will continue in full force and effect. |
5. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
6. | GOVERNING LAW |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
0081727-0000042 SN:14443454.5 | 4 | |
Schedule 1
COMMITMENTS AND LOANS
PART 1
LENDERS
Name of Lender | Term Facility Commitment (US$) | Revolving Facility Commitment (US$) |
DBS BANK LTD. | 34,000,000.25 | 4,750,000.00 |
ING BANK N.V., SINGAPORE BRANCH | 33,999,999.50 | 4,750,000.00 |
STANDARD CHARTERED BANK | 35,000,000.25 | 0.00 |
SIEMENS BANK GMBH SINGAPORE BRANCH | 17,000,000.00 | 500,000.00 |
TAIPEI FUBON COMMERCIAL BANK CO., LTD. | 10,000,000.00 | 0.00 |
KING’S TOWN BANK COMPANY LIMITED | 10,000,000.00 | 0.00 |
Total | 140,000,000.00 | 10,000,000.00 |
0081727-0000042 SN:14443454.5 | 5 | |
PART 2
PARTICIPATIONS IN LOANS
Name of Lender | Term Facility Participation (US$) | Revolving Facility Participation (US$) |
DBS BANK LTD. | 33,533,333.58 | 2,921,250.00 |
ING BANK N.V., SINGAPORE BRANCH | 33,533,332.84 | 2,921,250.00 |
STANDARD CHARTERED BANK | 34,533,333.58 | 0.00 |
SIEMENS BANK GMBH SINGAPORE BRANCH | 17,000,000.00 | 307,500.00 |
TAIPEI FUBON COMMERCIAL BANK CO., LTD. | 10,000,000.00 | 0.00 |
KING’S TOWN BANK COMPANY LIMITED | 10,000,000.00 | 0.00 |
Total | 138,600,000.00 | 6,150,000.00 |
0081727-0000042 SN:14443454.5 | 6 | |
SIGNATORIES
Company
CSP ALPHA HOLDINGS PTE. LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Director
Alpha – Syndication Agreement | ||
Term MLABs
DBS BANK LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Executive Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Eng
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Eng
Managing Director
ING BANK N.V., SINGAPORE BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Managing Director
Telecoms, Media and Technology, Asia
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
Director
Telecoms, Media and Technology, Asia
STANDARD CHARTERED BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
Executive Director, Loan Syndicate and Distribution
Alpha – Syndication Agreement | ||
RCF MLABs
DBS BANK LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Executive Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Eng
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Eng
Managing Director
ING BANK N.V., SINGAPORE BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇
Director
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
Director
Telecoms, Media and Technology, Asia
Alpha – Syndication Agreement | ||
Existing Lenders
DBS BANK LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Executive Director
ING BANK N.V., SINGAPORE BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Managing Director
Telecoms, Media and Technology, Asia
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
Director
Telecoms, Media and Technology, Asia
STANDARD CHARTERED BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
Executive Director, Loan Syndicate and Distribution
Alpha – Syndication Agreement | ||
New Lenders
SIEMENS BANK GMBH SINGAPORE BRANCH
By: /s/ Firdans Ismani
Firdans Ismani
Associate
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
Deputy General Manager
Siemens Bank GmbH Singapore Branch
TAIPEI FUBON COMMERCIAL BANK CO., LTD.
By: [unknown signature]
KING’S TOWN BANK COMPANY LIMITED
By: [unknown signature]
Alpha – Syndication Agreement | ||
Agent
DBS BANK LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Executive Director
Alpha – Syndication Agreement | ||
Security Agent
MADISON PACIFIC TRUST LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Alpha – Syndication Agreement | ||
Secondary Security Agent
DBS BANK LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Executive Director
Alpha – Syndication Agreement | ||