EX-10.25 33 a06-18304_1ex10d25.htm INTEREST PLEDGE AGREEMENTS, DATED MAY 12, 2006

EXHIBIT 10.25

 

APPENDIX 1

 

 

INTEREST PLEDGE AGREEMENT

RELATING TO THE INTERESTS IN

KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG

 

 

12 May 2006

 

 

between

 

KABEL DEUTSCHLAND GMBH

as Pledgor

 

 

and

 

THE ROYAL BANK OF SCOTLAND

as Security Agent

 

and

 

THE FINANCE PARTIES

 

 

 

 

 

 

 

Allen & Overy LLP

 

Page

Clause

 

 

 

1.

Interpretation

1

2.

Pledges

8

3.

Independent Pledges

9

4.

Security Purpose

9

5.

Dividends

9

6.

Exercise of Voting Rights

9

7.

Enforcements of Pledges

10

8.

Undertakings of the Pledgor

11

9.

Representations and Warranties

12

10.

Release of Security

13

11.

Indemnity

13

12.

Duration and Independance

13

13.

Cost and Expenses

14

14.

Partial Invalidity;Waiver

14

15.

Amendments

14

16.

Notices and their Language

14

17.

Applicable Law;Jurisdiction

15

18.

Notification

15

 

 

Schedule

 

 

 

1.

Addresses of Notices

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)                                  KABEL DEUTSCHLAND GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRB 145837,

(the Pledgor );

on one side;

(2)                                  THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312

(the Security Agent); and

(3)                                  the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)                              The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)                                It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.                                      INTERPRETATION

1.1                               Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.



Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)                                  an Original Add-On Facility Lender; or

(b)                                 any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)                                  all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)                                 the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)                                  in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.



Company means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

Eligible Terms means, in respect of any Additional Facility:

(a)                                  the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)                                 there must be no amortisation required in respect of that Additional Facility;

(c)                                  that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)                                 the purpose must be to fund a Permitted Acquisition;

(e)                                  the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)                                     €650,000,000; and

(ii)                                  the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)                                    the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).



Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)                                  the Credit Agreement;

(b)                                 the Commitment Letter;

(c)                                  a Fee Letter;

(d)                                 an Obligor Accession Deed;

(e)                                  a Transfer Certificate;

(f)                                    an Ancillary Facility Document;

(g)                                 the Hedging Letter;

(h)                                 an Add-On Facility Accession Agreement;

(i)                                     a Hedging Document;

(j)                                     a Security Document;

(k)                                  the Priority Agreement;

(l)                                     a Compliance Certificate;

(m)                               a Request; and



(n)                                 any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)                                  each Original Hedging Bank; or

(b)                                 each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)                                  each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)                                 otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Lender means:

(a)                                  the Original Lender;

(b)                                 an Original Add-On Facility Lender; or



(c)                                  any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs International; and

(d)                                 J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)                                  Goldman Sachs International;

(b)                                 Morgan Stanley Capital Services Inc.;

(c)                                  Société Générale;

(d)                                 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)                                  The Royal Bank of Scotland plc;

(f)                                    BNP Paribas S.A.;

(g)                                 Deutsche Bank AG, London;

(h)                                 HSBC Bank plc; and

(i)                                     Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)                                  The Royal Bank of Scotland plc, Niederlassung Frankfurt;

(b)                                 Deutsche Bank AG London;

(c)                                  JPMorgan Chase Bank, N.A.; and



(d)                                 Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Second Limited Partner means Kabel Deutschland Vertrieb und Service Beteiligungs GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring, Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRA 84369.

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)                                  an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)                                 an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs Credit Partners L.P.; and

(d)                                 JPMorgan Chase Bank, N.A.



Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.

Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2                               Construction

(a)                                  In this Agreement, unless the contrary intention appears, a reference to:

(i)                                     the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)                                  promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)                                 Where the context so admits, the singular includes the plural and vice versa.

(c)                                  The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)                                 Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)                                  References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.                                      PLEDGES

2.1                               Pledged Limited Partner’s Interest

(a)                                  The Pledgor and the Second Limited Partner are the only limited partners (Kommanditisten) of the Company as of the date of this Agreement.

(b)                                 The Company’s sole general partner (Komplementär) is Kabel Deutschland Verwaltungs GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)                                  The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company (the Existing Interest).  Its capital interest (Kapitalanteil) currently amounts to EUR 1,500 (in words: Euro one thousand and five hundred) and its liable capital amounts to EUR 1,000 (in words: Euro one thousand).  The Second Limited Partner does not have any capital interest (Kapitalanteil) in the Company but its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).

(d)                                 The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.

2.2                               Constitution of Pledges

(a)                                  The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.

 



(b)                                 Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.

3.                                      INDEPENDENT PLEDGES

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.                                      SECURITY PURPOSE

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.                                      DIVIDENDS

5.1                               Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)                                  dividends, if any, payable on any of the Interests; and

(b)                                 liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2                               Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent.

6.                                      EXERCISE OF VOTING RIGHTS

6.1                               Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.



6.2                               Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.

6.3                               Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.                                      ENFORCEMENTS OF PLEDGES

7.1                               Pledgees’ Rights

(a)                                  If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)                                 The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)                                  If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.

(d)                                 The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)                                  In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional



collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

(f)                                    After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.

7.2                               Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3                               Application of Proceeds

(a)                                  The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)                                 first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)                                  second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)                                 The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4                               Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.                                      UNDERTAKINGS OF THE PLEDGOR

8.1                               Undertakings

The Pledgor undertakes

(a)                                  to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);

(b)                                 to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)                                  to effect promptly any payments to be made to the Company in respect of the Interests;

(d)                                 at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:



(i)            for perfecting or protecting the security intended to be afforded by this Agreement; and

(ii)                                  if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,

and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)                                  at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)                                    to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)                                 that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2                               Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.                                      REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Pledgees that:

(a)                                  except for the limited partner’s interest held by the Second Limited Partner, the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)                                 except for the requirement of a written approval by all holders of a partnership interest in the Company which approval has been given, the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;

(c)                                  all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)                                 the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)                                  the Existing Interest is free from any rights of third parties;

(f)                                    no third party has any pre-emption rights for interests in the Company; and



(g)                                 there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.

10.                               RELEASE OF SECURITY

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.                               INDEMNITY

11.1                        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2                        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3                        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.                               DURATION AND INDEPENDANCE

12.1                        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2                        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.

12.3                        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.



13.                               COST AND EXPENSES

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

14.                               PARTIAL INVALIDITY;WAIVER

14.1                        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2                        Waiver

(a)                                  The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)                                 The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.                               AMENDMENTS

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.                               NOTICES AND THEIR LANGUAGE

16.1                        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2                        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language,



accompanied by a 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.

17.                               APPLICABLE LAW;JURISDICTION

17.1                        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2                        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.                               NOTIFICATION

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).



SCHEDULE 1

ADDRESSES OF NOTICES

 

To the Pledgor:

Kabel Deutschland GmbH

Betastraße 6-8

85774 Unterföhring

Germany

 

                                                               Att.:

Paul Thomason

 

                                                                  Fax:

+49 89 96010 198

 

 

 

To the Security Agent

and all other Pledgees:

 

The Royal Bank of Scotland plc
Level 7

135 Bishopsgate

London EC2M 3UR

United Kingdom

                                                               Att.:

Mark Harrison, Director, Syndicated Loans Agency

                                                                  Fax:

+44 (0) 20 7085 4564

 

To the Company:

Kabel Deutschland Vertrieb und Service GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

                                                               Att.:

Paul Thomason

 

                                                                  Fax:

+49 89 96010 198

 

 



APPENDIX 1

INTEREST PLEDGE AGREEMENT
RELATING TO THE INTERESTS IN
TKS TELEPOST KABEL-SERVICE KAISERSLAUTERN GMBH & CO. KG

12 May 2006

between

KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG

as Pledgor

and

THE ROYAL BANK OF SCOTLAND
as Security Agent

and

THE FINANCE PARTIES

 

 

 

 

 

 

 

 

Allen & Overy LLP



 

Page

Clause

 

 

 

1.

Interpretation

1

2.

Pledges

8

3.

Independent Pledges

9

4.

Security Purpose

9

5.

Dividends

9

6.

Exercise of Voting Rights

9

7.

Enforcements of Pledges

10

8.

Undertakings of the Pledgor

11

9.

Representations and Warranties

12

10.

Release of Security

13

11.

Indemnity

13

12.

Duration and Independance

13

13.

Cost and Expenses

14

14.

Partial Invalidity;Waiver

14

15.

Amendments

14

16.

Notices and their Language

14

17.

Applicable Law;Jurisdiction

15

18.

Notification

15

 

 

 

Schedule

 

 

 

1

Addresses of Notices

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)           KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of the Federal Republic of Germany, having its corporate seat in Unterföhring (Landkreis München), Federal Republic of Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902,

(the Pledgor );

on one side;

(2)           THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312

(the Security Agent); and

(3)           the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)          The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)           It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.             INTERPRETATION

1.1          Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.



Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)           an Original Add-On Facility Lender; or

(b)           any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)           all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)           the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)           in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.



Company means TKS Telepost Kabel-Service Kaiserslautern GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Kaiserslautern, Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Kaiserslautern under registration number HRA 2278.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

DEM or Deutsche Mark means the former legal currency of Germany.

Eligible Terms means, in respect of any Additional Facility:

(a)           the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)           there must be no amortisation required in respect of that Additional Facility;

(c)           that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)           the purpose must be to fund a Permitted Acquisition;

(e)           the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)            €650,000,000; and

(ii)           the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)            the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the



proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).

Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)           the Credit Agreement;

(b)           the Commitment Letter;

(c)           a Fee Letter;

(d)           an Obligor Accession Deed;

(e)           a Transfer Certificate;

(f)            an Ancillary Facility Document;

(g)           the Hedging Letter;

(h)           an Add-On Facility Accession Agreement;

(i)            a Hedging Document;

(j)            a Security Document;

(k)           the Priority Agreement;

(l)            a Compliance Certificate;



(m)          a Request; and

(n)           any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)           each Original Hedging Bank; or

(b)           each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)           each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)           otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Lender means:

(a)           the Original Lender;

(b)           an Original Add-On Facility Lender; or



(c)           any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)           The Royal Bank of Scotland plc;

(b)           Deutsche Bank AG London;

(c)           Goldman Sachs International; and

(d)           J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)           Goldman Sachs International;

(b)           Morgan Stanley Capital Services Inc.;

(c)           Société Générale;

(d)           Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)           The Royal Bank of Scotland plc;

(f)            BNP Paribas S.A.;

(g)           Deutsche Bank AG, London;

(h)           HSBC Bank plc; and

(i)            Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)           The Royal Bank of Scotland plc, Niederlassung Frankfurt;

(b)           Deutsche Bank AG London;

(c)           JPMorgan Chase Bank, N.A.; and



(d)           Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)           an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)           an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)           The Royal Bank of Scotland plc;

(b)           Deutsche Bank AG London;

(c)           Goldman Sachs Credit Partners L.P.; and

(d)           JPMorgan Chase Bank, N.A.

Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.



Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2          Construction

(a)           In this Agreement, unless the contrary intention appears, a reference to:

(i)            the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)           promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)           Where the context so admits, the singular includes the plural and vice versa.

(c)           The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)           Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)           References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.             PLEDGES

2.1          Pledged Limited Partner’s Interest

(a)           The Pledgor is the only limited partner (Kommanditisten) of the Company as of the date of this Agreement.

(b)           The Company’s sole general partner (Komplementär) is TKS Telepost Kabel-Service Kaiserslautern Beteiligungs-GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)           The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company (the Existing Interest).  Its capital interest (Kapitalanteil) currently amounts to DEM 3,128,000 (in words: Deutsche Mark three million one hundred twenty eighth thousand) and its liability capital (Haftsumme) amounts to DEM 3,128,000 (in words: Deutsche Mark three million one hundred twenty eight thousand).

(d)           The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.

2.2          Constitution of Pledges

(a)           The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.

(b)           Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any



of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.

3.             INDEPENDENT PLEDGES

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.             SECURITY PURPOSE

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.             DIVIDENDS

5.1          Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)           dividends, if any, payable on any of the Interests; and

(b)           liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2          Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent.

6.             EXERCISE OF VOTING RIGHTS

6.1          Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.

6.2          Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described



in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.

6.3          Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.             ENFORCEMENTS OF PLEDGES

7.1          Pledgees’ Rights

(a)           If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)           The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)           If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.

(d)           The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)           In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

 



(f)            After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.

7.2          Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3          Application of Proceeds

(a)           The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)           first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)           second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)           The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4          Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.             UNDERTAKINGS OF THE PLEDGOR

8.1          Undertakings

The Pledgor undertakes

(a)           to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);

(b)           to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)           to effect promptly any payments to be made to the Company in respect of the Interests;

(d)           at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:

(i)            for perfecting or protecting the security intended to be afforded by this Agreement; and



(ii)           if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,

and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)           at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)            to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)           that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2          Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.             REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Pledgees that:

(a)           the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)           the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;

(c)           all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)           the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)           the Existing Interest is free from any rights of third parties;

(f)            no third party has any pre-emption rights for interests in the Company; and

(g)           there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.



10.          RELEASE OF SECURITY

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.          INDEMNITY

11.1        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.          DURATION AND INDEPENDANCE

12.1        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.

12.3        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.

13.          COST AND EXPENSES

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and



expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

14.          PARTIAL INVALIDITY;WAIVER

14.1        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2        Waiver

(a)           The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)           The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.          AMENDMENTS

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.          NOTICES AND THEIR LANGUAGE

16.1        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a 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.



17.          APPLICABLE LAW;JURISDICTION

17.1        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.          NOTIFICATION

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).



SCHEDULE 1

ADDRESSES OF NOTICES

To the Pledgor:

Kabel Deutschland Vertrieb und Service GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

Att.:

Paul Thomason

 

Fax:

+49 89 96010 198

 

 

 

To the Security Agent

and all other Pledgees:

 

The Royal Bank of Scotland plc
Level 7

135 Bishopsgate

London EC2M 3UR

United Kingdom

 

 

Att.:

Mark Harrison, Director, Syndicated Loans Agency

 

 

Fax:

+44 (0) 20 7085 4564

 

To the Company:

TKS Telepost Kabel-Service Kaiserslautern GmbH & Co. KG

Altes Forsthaus 2

67661 Kaiserslautern

Germany

 

Att.:

Hartmut Dismon / Karl-Heinz Stahl

 

Fax:

+49 631 35 22 110

 

 



APPENDIX 1 - KG

INTEREST PLEDGE AGREEMENT
RELATING TO THE INTERESTS IN
KABEL DEUTSCHLAND VERTRIEB UND SERVICE BETEILIGUNGS GMBH & CO. KG

12 May 2006

between

KABEL DEUTSCHLAND GMBH

as Pledgor

and

THE ROYAL BANK OF SCOTLAND

as Security Agent

and

THE FINANCE PARTIES

 

 

 

 

 

 

 

 

Allen & Overy LLP



 

Page

Clause

 

 

 

1.

Interpretation

1

2.

Pledges

8

3.

Independent Pledges

9

4.

Security Purpose

9

5.

Dividends

9

6.

Exercise of Voting Rights

9

7.

Enforcements of Pledges

10

8.

Undertakings of the Pledgor

11

9.

Representations and Warranties

12

10.

Release of Security

13

11.

Indemnity

13

12.

Duration and Independance

13

13.

Cost and Expenses

14

14.

Partial Invalidity;Waiver

14

15.

Amendments

14

16.

Notices and their Language

14

17.

Applicable Law;Jurisdiction

15

18.

Notification

15

 

 

Schedule

 

 

 

1

Addresses of Notices

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)           KABEL DEUTSCHLAND GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRB 145837.

(the Pledgor );

on one side;

(2)           THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312

(the Security Agent); and

(3)           the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)          The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)           It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.             INTERPRETATION

1.1          Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.



Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)           an Original Add-On Facility Lender; or

(b)           any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)           all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)           the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)           in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.



Company means Kabel Deutschland Vertrieb und Service Beteiligungs GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring, Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRA 84369.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

Eligible Terms means, in respect of any Additional Facility:

(a)           the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)           there must be no amortisation required in respect of that Additional Facility;

(c)           that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)           the purpose must be to fund a Permitted Acquisition;

(e)           the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)            €650,000,000; and

(ii)           the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)            the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).



Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)           the Credit Agreement;

(b)           the Commitment Letter;

(c)           a Fee Letter;

(d)           an Obligor Accession Deed;

(e)           a Transfer Certificate;

(f)            an Ancillary Facility Document;

(g)           the Hedging Letter;

(h)           an Add-On Facility Accession Agreement;

(i)            a Hedging Document;

(j)            a Security Document;

(k)           the Priority Agreement;

(l)            a Compliance Certificate;

(m)          a Request; and



(n)           any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)           each Original Hedging Bank; or

(b)           each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)           each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)           otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Lender means:

(a)           the Original Lender;

(b)           an Original Add-On Facility Lender; or



(c)           any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)           The Royal Bank of Scotland plc;

(b)           Deutsche Bank AG London;

(c)           Goldman Sachs International; and

(d)           J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)           Goldman Sachs International;

(b)           Morgan Stanley Capital Services Inc.;

(c)           Société Générale;

(d)           Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)           The Royal Bank of Scotland plc;

(f)            BNP Paribas S.A.;

(g)           Deutsche Bank AG, London;

(h)           HSBC Bank plc; and

(i)            Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)           The Royal Bank of Scotland plc, Niederlassung Frankfurt;

(b)           Deutsche Bank AG London;

(c)           JPMorgan Chase Bank, N.A.; and



(d)           Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)           an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)           an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)           The Royal Bank of Scotland plc;

(b)           Deutsche Bank AG London;

(c)           Goldman Sachs Credit Partners L.P.; and

(d)           JPMorgan Chase Bank, N.A.

Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.



Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2          Construction

(a)           In this Agreement, unless the contrary intention appears, a reference to:

(i)            the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)           promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)           Where the context so admits, the singular includes the plural and vice versa.

(c)           The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)           Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)           References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.             PLEDGES

2.1          Pledged Limited Partner’s Interest

(a)           The Pledgor is the only limited partner (Kommanditist) of the Company as of the date of this Agreement.

(b)           The Company’s sole general partner (Komplementär) is Kabel Deutschland Vertrieb und Service Beteiligungs Verwaltungs GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)           The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company (the Existing Interest).  Its capital interest (Kapitalanteil) currently amounts to EUR 1,000 (in words: Euro one thousand) and its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).

(d)           The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.

2.2          Constitution of Pledges

(a)           The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.

(b)           Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.



3.             INDEPENDENT PLEDGES

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.             SECURITY PURPOSE

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.             DIVIDENDS

5.1          Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)           dividends, if any, payable on any of the Interests; and

(b)           liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2          Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent.

6.             EXERCISE OF VOTING RIGHTS

6.1          Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.

6.2          Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.



6.3          Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.             ENFORCEMENTS OF PLEDGES

7.1          Pledgees’ Rights

(a)           If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)           The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)           If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.

(d)           The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)           In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

(f)            After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.

 



7.2          Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3          Application of Proceeds

(a)           The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)           first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)           second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)           The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4          Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.             UNDERTAKINGS OF THE PLEDGOR

8.1          Undertakings

The Pledgor undertakes

(a)           to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);

(b)           to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)           to effect promptly any payments to be made to the Company in respect of the Interests;

(d)           at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:

(i)            for perfecting or protecting the security intended to be afforded by this Agreement; and

(ii)           if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,



and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)           at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)            to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)           that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2          Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.             REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Pledgees that:

(a)           the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)           the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;

(c)           all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)           the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)           the Existing Interest is free from any rights of third parties;

(f)            no third party has any pre-emption rights for interests in the Company; and

(g)           there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.

10.          RELEASE OF SECURITY

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect



to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.          INDEMNITY

11.1        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.          DURATION AND INDEPENDANCE

12.1        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.

12.3        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.

13.          COST AND EXPENSES

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.



14.          PARTIAL INVALIDITY;WAIVER

14.1        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2        Waiver

(a)           The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)           The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.          AMENDMENTS

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.          NOTICES AND THEIR LANGUAGE

16.1        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a 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.



17.          APPLICABLE LAW;JURISDICTION

17.1        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.          NOTIFICATION

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).



SCHEDULE 1

ADDRESSES OF NOTICES

To the Pledgor:

Kabel Deutschland GmbH

Betastraße 6-8

85774 Unterföhring

Germany

 

Att.:

Paul Thomason

 

Fax:

+49 89 96010 198

 

 

 

To the Security Agent

and all other Pledgees:

 

The Royal Bank of Scotland plc
Level 7

135 Bishopsgate

London EC2M 3UR

 

United Kingdom

 

 

Att.:

Mark Harrison, Director, Syndicated Loans Agency

 

 

Fax:

+44 (0) 20 7085 4564

 

To the Company:

Kabel Deutschland Vertrieb und Service Beteiligungs GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

Att.:

Paul Thomason

 

Fax:

+49 89 96010 198

 



APPENDIX 2 - KG

 

 

INTEREST PLEDGE AGREEMENT

RELATING TO THE INTERESTS IN

KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG

 

 

12 May 2006

 

 

between

 

KABEL DEUTSCHLAND VERTRIEB UND SERVICE BETEILIGUNGS GMBH & CO. KG

as Pledgor

 

 

and

 

THE ROYAL BANK OF SCOTLAND

as Security Agent

 

and

 

THE FINANCE PARTIES

 

 

 

 

 

Allen & Overy LLP



 

 

 

 

Page

Clause

 

 

 

 

 

 

 

 

 

1.

 

Interpretation

 

1

2.

 

Pledges

 

8

3.

 

Independent Pledges

 

9

4.

 

Security Purpose

 

9

5.

 

Dividends

 

9

6.

 

Exercise of Voting Rights

 

9

7.

 

Enforcements of Pledges

 

10

8.

 

Undertakings of the Pledgor

 

11

9.

 

Representations and Warranties

 

12

10.

 

Release of Security

 

13

11.

 

Indemnity

 

13

12.

 

Duration and Independance

 

13

13.

 

Cost and Expenses

 

14

14.

 

Partial Invalidity;Waiver

 

14

15.

 

Amendments

 

14

16.

 

Notices and their Language

 

14

17.

 

Applicable Law;Jurisdiction

 

15

18.

 

Notification

 

15

 

 

 

 

 

Schedule

 

 

 

 

 

 

 

 

 

1

 

Addresses of Notices

 

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)                                  KABEL DEUTSCHLAND VERTRIEB UND SERVICE BETEILIGUNGS GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring, Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRA 84369,

(the Pledgor );

on one side;

(2)                                  THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312,

(the Security Agent); and

(3)           the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)                              The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)                                It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.                                      INTERPRETATION

1.1                               Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.



Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)                                  an Original Add-On Facility Lender; or

(b)                                 any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)                                  all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)                                 the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)                                  in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.



Company means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

Eligible Terms means, in respect of any Additional Facility:

(a)                                  the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)                                 there must be no amortisation required in respect of that Additional Facility;

(c)                                  that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)                                 the purpose must be to fund a Permitted Acquisition;

(e)                                  the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)                                     €650,000,000; and

(ii)                                  the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)                                    the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).



Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)                                  the Credit Agreement;

(b)                                 the Commitment Letter;

(c)                                  a Fee Letter;

(d)                                 an Obligor Accession Deed;

(e)                                  a Transfer Certificate;

(f)                                    an Ancillary Facility Document;

(g)                                 the Hedging Letter;

(h)                                 an Add-On Facility Accession Agreement;

(i)                                     a Hedging Document;

(j)                                     a Security Document;

(k)                                  the Priority Agreement;

(l)                                     a Compliance Certificate;

(m)                               a Request; and



(n)                                 any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)                                  each Original Hedging Bank; or

(b)                                 each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)                                  each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)                                 otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Lender means:

(a)                                  the Original Lender;

(b)                                 an Original Add-On Facility Lender; or



(c)                                  any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs International; and

(d)                                 J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)                                  Goldman Sachs International;

(b)                                 Morgan Stanley Capital Services Inc.;

(c)                                  Société Générale;

(d)                                 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)                                  The Royal Bank of Scotland plc;

(f)                                    BNP Paribas S.A.;

(g)                                 Deutsche Bank AG, London;

(h)                                 HSBC Bank plc; and

(i)                                     Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)                                  The Royal Bank of Scotland plc, Niederlassung Frankfurt;

(b)                                 Deutsche Bank AG London;

(c)                                  JPMorgan Chase Bank, N.A.; and



(d)                                 Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Second Limited Partner means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRB 145837,

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)                                  an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)                                 an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs Credit Partners L.P.; and

(d)                                 JPMorgan Chase Bank, N.A.



Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.

Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2                               Construction

(a)                                  In this Agreement, unless the contrary intention appears, a reference to:

(i)                                     the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)                                  promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)                                 Where the context so admits, the singular includes the plural and vice versa.

(c)                                  The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)                                 Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)                                  References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.                                      PLEDGES

2.1                               Pledged Limited Partner’s Interest

(a)                                  The Pledgor and the Second Limited Partner are the only limited partners (Kommanditisten) of the Company as of the date of this Agreement.

(b)                                 The Company’s sole general partner (Komplementär) is Kabel Deutschland Verwaltungs GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)                                  The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 0% of the capital interest in the Company (the Existing Interest) but its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).  The Second Limited Partner holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company.  Its capital interest (Kapitalanteil) currently amounts to EUR 1,500 (in words: Euro one thousand and five hundred) and its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).

(d)                                 The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.

2.2                               Constitution of Pledges

(a)                                  The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.



(b)                                 Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.

3.                                      INDEPENDENT PLEDGES

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.                                      SECURITY PURPOSE

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.                                      DIVIDENDS

5.1                               Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)                                  dividends, if any, payable on any of the Interests; and

(b)                                 liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2                               Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent.

6.                                      EXERCISE OF VOTING RIGHTS

6.1                               Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.



6.2                               Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.

6.3                               Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.                                      ENFORCEMENTS OF PLEDGES

7.1                               Pledgees’ Rights

(a)                                  If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)                                 The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)                                  If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.

(d)                                 The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)                                  In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional



collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

(f)                                    After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.

7.2                               Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3                               Application of Proceeds

(a)                                  The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)                                 first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)                                  second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)                                 The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4                               Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.                                      UNDERTAKINGS OF THE PLEDGOR

8.1                               Undertakings

The Pledgor undertakes

(a)                                  to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);

(b)                                 to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)                                  to effect promptly any payments to be made to the Company in respect of the Interests;

(d)                                 at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:



(i)                                     for perfecting or protecting the security intended to be afforded by this Agreement; and

(ii)                                  if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,

and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)                                  at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)                                    to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)                                 that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2                               Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.                                      REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Pledgees that:

(a)                                  except for the limited partner’s interest held by the Second Limited Partner, the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)                                 except for the requirement of a written approval by all holders of a partnership interest in the Company which approval has been given, the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;

(c)                                  all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)                                 the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)                                  the Existing Interest is free from any rights of third parties;

(f)                                    no third party has any pre-emption rights for interests in the Company; and



(g)                                 there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.

10.                               RELEASE OF SECURITY

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.                               INDEMNITY

11.1                        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2                        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3                        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.                               DURATION AND INDEPENDANCE

12.1                        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2                        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.

12.3                        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.



13.                               COST AND EXPENSES

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

14.                               PARTIAL INVALIDITY;WAIVER

14.1                        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2                        Waiver

(a)                                  The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)                                 The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.                               AMENDMENTS

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.                               NOTICES AND THEIR LANGUAGE

16.1                        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2                        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language,



accompanied by a 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.

17.                               APPLICABLE LAW;JURISDICTION

17.1                        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2                        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.                               NOTIFICATION

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).



SCHEDULE 1

ADDRESSES OF NOTICES

 

To the Pledgor:

 

Kabel Deutschland Vertrieb und Service Beteiligungs GmbH
& Co. KG
Betastraße 6-8
85774 Unterföhring
Germany

 

 

 

Att.:

 

Paul Thomason

 

 

 

Fax:

 

+49 89 96010 198

 

 

 

 

 

 

To the Security Agent and all other Pledgees:

 

The Royal Bank of Scotland plc
Level 7
135 Bishopsgate
London EC2M 3UR

 

 

 

 

 

United Kingdom

 

 

 

Att.:

 

Mark Harrison, Director, Syndicated Loans Agency

 

 

 

Fax:

 

+44 (0) 20 7085 4564

 

 

 

 

 

 

To the Company:

 

Kabel Deutschland Vertrieb und Service GmbH & Co. KG
Betastraße 6-8
85774 Unterföhring
Germany

 

 

 

Att.:

 

Paul Thomason

 

 

 

Fax:

 

+49 89 96010 198

 



APPENDIX 3 - KG

 

INTEREST PLEDGE AGREEMENT

RELATING TO THE INTERESTS IN

KABEL DEUTSCHLAND VERMÖGEN BETEILIGUNGS GMBH & CO. KG

12 May 2006

between

KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG

as Pledgor

and

THE ROYAL BANK OF SCOTLAND

as Security Agent

and

THE FINANCE PARTIES

 

 

 

 

 

Allen & Overy LLP



 

Clause

 

Page

 

 

 

1.

Interpretation

 

1

2.

Pledges

 

8

3.

Independent Pledges

 

9

4.

Security Purpose

 

9

5.

Dividends

 

9

6.

Exercise of Voting Rights

 

9

7.

Enforcements of Pledges

 

10

8.

Undertakings of the Pledgor

 

11

9.

Representations and Warranties

 

12

10.

Release of Security

 

13

11.

Indemnity

 

13

12.

Duration and Independance

 

13

13.

Cost and Expenses

 

14

14.

Partial Invalidity;Waiver

 

14

15.

Amendments

 

14

16.

Notices and their Language

 

14

17.

Applicable Law;Jurisdiction

 

15

18.

Notification

 

15

 

 

 

 

Schedule

 

 

 

 

 

1

Addresses of Notices

 

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)                                  KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of the Federal Republic of Germany, having its corporate seat in Unterföhring (Landkreis München), Federal Republic of Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902,

(the Pledgor );

on one side;

(2)                                  THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312

(the Security Agent); and

(3)           the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)                              The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)                                It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.                                      INTERPRETATION

1.1                               Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.



Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)                                  an Original Add-On Facility Lender; or

(b)                                 any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)                                  all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)                                 the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)                                  in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.



Company means Kabel Deutschland Vermögen Beteiligungs GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRA 84471.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

Eligible Terms means, in respect of any Additional Facility:

(a)                                  the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)                                 there must be no amortisation required in respect of that Additional Facility;

(c)                                  that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)                                 the purpose must be to fund a Permitted Acquisition;

(e)                                  the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)                                     €650,000,000; and

(ii)                                  the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)                                    the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).



Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)                                  the Credit Agreement;

(b)                                 the Commitment Letter;

(c)                                  a Fee Letter;

(d)                                 an Obligor Accession Deed;

(e)                                  a Transfer Certificate;

(f)                                    an Ancillary Facility Document;

(g)                                 the Hedging Letter;

(h)                                 an Add-On Facility Accession Agreement;

(i)                                     a Hedging Document;

(j)                                     a Security Document;

(k)                                  the Priority Agreement;

(l)                                     a Compliance Certificate;

(m)                               a Request; and



(n)                                 any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)                                  each Original Hedging Bank; or

(b)                                 each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)                                  each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)                                 otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Lender means:

(a)                                  the Original Lender;

(b)                                 an Original Add-On Facility Lender; or



(c)                                  any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs International; and

(d)                                 J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)                                  Goldman Sachs International;

(b)                                 Morgan Stanley Capital Services Inc.;

(c)                                  Société Générale;

(d)                                 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)                                  The Royal Bank of Scotland plc;

(f)                                    BNP Paribas S.A.;

(g)                                 Deutsche Bank AG, London;

(h)                                 HSBC Bank plc; and

(i)                                     Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)                                  The Royal Bank of Scotland plc, Niederlassung Frankfurt;

(b)                                 Deutsche Bank AG London;

(c)                                  JPMorgan Chase Bank, N.A.; and



(d)                                 Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)                                  an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)                                 an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs Credit Partners L.P.; and

(d)                                 JPMorgan Chase Bank, N.A.

Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.



Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2                               Construction

(a)                                  In this Agreement, unless the contrary intention appears, a reference to:

(i)                                     the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)                                  promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)                                 Where the context so admits, the singular includes the plural and vice versa.

(c)                                  The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)                                 Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)                                  References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.                                      PLEDGES

2.1                               Pledged Limited Partner’s Interest

(a)                                  The Pledgor is the only limited partner (Kommanditist) of the Company as of the date of this Agreement.

(b)                                 The Company’s sole general partner (Komplementär) is Kabel Deutschland Vermögen Beteiligungs Verwaltungs GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)                                  The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company (the Existing Interest).  Its capital interest (Kapitalanteil) currently amounts to EUR 1,000 (in words: Euro one thousand) and its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro 1000 thousand).

(d)                                 The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.

2.2                               Constitution of Pledges

(a)                                  The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.

(b)                                 Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.



3.                                      INDEPENDENT PLEDGES

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.                                      SECURITY PURPOSE

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.                                      DIVIDENDS

5.1                               Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)                                  dividends, if any, payable on any of the Interests; and

(b)                                 liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2                               Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent.

6.                                      EXERCISE OF VOTING RIGHTS

6.1                               Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.

6.2                               Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.



6.3          Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.             ENFORCEMENTS OF PLEDGES

7.1          Pledgees’ Rights

(a)           If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)           The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)           If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.

(d)           The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)           In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

(f)            After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.



7.2          Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3          Application of Proceeds

(a)           The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)           first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)           second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)           The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4          Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.             UNDERTAKINGS OF THE PLEDGOR

8.1          Undertakings

The Pledgor undertakes

(a)           to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);

(b)           to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)           to effect promptly any payments to be made to the Company in respect of the Interests;

(d)           at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:

(i)            for perfecting or protecting the security intended to be afforded by this Agreement; and

(ii)           if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,



and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)           at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)            to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)           that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2          Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.             REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Pledgees that:

(a)           the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)           the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;

(c)           all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)           the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)           the Existing Interest is free from any rights of third parties;

(f)            no third party has any pre-emption rights for interests in the Company; and

(g)           there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.

10.          RELEASE OF SECURITY

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect



to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.          INDEMNITY

11.1        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.          DURATION AND INDEPENDANCE

12.1        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.

12.3        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.

13.          COST AND EXPENSES

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.



14.          PARTIAL INVALIDITY;WAIVER

14.1        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2        Waiver

(a)           The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)           The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.          AMENDMENTS

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.          NOTICES AND THEIR LANGUAGE

16.1        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a 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.



17.          APPLICABLE LAW;JURISDICTION

17.1        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.          NOTIFICATION

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).



SCHEDULE 1

ADDRESSES OF NOTICES

To the Pledgor:

 

Kabel Deutschland Vertrieb und Service GmbH & Co. KG
Betastraße 6-8
85774 Unterföhring
Germany

 

 

 

Att.:

 

Paul Thomason

 

 

 

Fax:

 

+49 89 96010 198

 

 

 

To the Security Agent and
all other Pledgees:

 

The Royal Bank of Scotland plc
Level 7
135 Bishopsgate
London EC2M 3UR

 

 

 

 

 

United Kingdom

 

 

 

Att.:

 

Mark Harrison, Director, Syndicated Loans Agency

 

 

 

Fax:

 

+44 (0) 20 7085 4564

 

 

 

To the Company:

 

Kabel Deutschland Vermögen Beteiligungs GmbH & Co. KG
Betastraße 6-8
85774 Unterföhring
Germany

 

 

 

Att.:

 

Paul Thomason

 

 

 

Fax:

 

+49 89 96010 198

 



APPENDIX 4 - KG

 

INTEREST PLEDGE AGREEMENT

RELATING TO THE INTERESTS IN

KABEL DEUTSCHLAND VERMÖGEN GMBH & CO. KG

 

 

12 May 2006

 

 

between

 

KABEL DEUTSCHLAND VERMÖGEN BETEILIGUNGS GMBH & CO. KG

as Pledgor

 

 

and

 

THE ROYAL BANK OF SCOTLAND

as Security Agent

 

and

 

THE FINANCE PARTIES

 

 

 

 

 

Allen & Overy LLP



 

Clause

 

 

Page

 

 

 

 

1.

Interpretation

 

1

2.

Pledges

 

8

3.

Independent Pledges

 

9

4.

Security Purpose

 

9

5.

Dividends

 

9

6.

Exercise of Voting Rights

 

10

7.

Enforcements of Pledges

 

10

8.

Undertakings of the Pledgor

 

11

9.

Representations and Warranties

 

12

10.

Release of Security

 

13

11.

Indemnity

 

13

12.

Duration and Independance

 

13

13.

Cost and Expenses

 

14

14.

Partial Invalidity;Waiver

 

14

15.

Amendments

 

14

16.

Notices and their Language

 

14

17.

Applicable Law;Jurisdiction

 

15

18.

Notification

 

15

 

 

 

 

Schedule

 

 

 

 

 

 

1.

Addresses of Notices

 

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)                                  KABEL DEUTSCHLAND VERMÖGEN BETEILIGUNGS GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRA 84471. (the Pledgor );

on one side;

(2)                                  THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312

(the Security Agent); and

(3)                                  the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)                              The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)                                It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.                                      INTERPRETATION

1.1                               Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.



Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)                                  an Original Add-On Facility Lender; or

(b)                                 any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)                                  all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)                                 the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)                                  in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.



Company means Kabel Deutschland Vermögen GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 84511.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

Eligible Terms means, in respect of any Additional Facility:

(a)                                  the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)                                 there must be no amortisation required in respect of that Additional Facility;

(c)                                  that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)                                 the purpose must be to fund a Permitted Acquisition;

(e)                                  the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)                                     €650,000,000; and

(ii)                                  the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)                                    the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).



Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)                                  the Credit Agreement;

(b)                                 the Commitment Letter;

(c)                                  a Fee Letter;

(d)                                 an Obligor Accession Deed;

(e)                                  a Transfer Certificate;

(f)                                    an Ancillary Facility Document;

(g)                                 the Hedging Letter;

(h)                                 an Add-On Facility Accession Agreement;

(i)                                     a Hedging Document;

(j)                                     a Security Document;

(k)                                  the Priority Agreement;

(l)                                     a Compliance Certificate;

(m)                               a Request; and



(n)                                 any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

First Limited Partner means Kabel Deutschland Vertrieb und Services GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of the Federal Republic of Germany, having its corporate seat in Unterföhring (Landkreis München), Federal Republic of Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)                                  each Original Hedging Bank; or

(b)                                 each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)                                  each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)                                 otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.



Lender means:

(a)                                  the Original Lender;

(b)                                 an Original Add-On Facility Lender; or

(c)                                  any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs International; and

(d)                                 J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)                                  Goldman Sachs International;

(b)                                 Morgan Stanley Capital Services Inc.;

(c)                                  Société Générale;

(d)                                 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)                                  The Royal Bank of Scotland plc;

(f)                                    BNP Paribas S.A.;

(g)                                 Deutsche Bank AG, London;

(h)                                 HSBC Bank plc; and

(i)                                     Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)                                  The Royal Bank of Scotland plc, Niederlassung Frankfurt;



(b)                                 Deutsche Bank AG London;

(c)                                  JPMorgan Chase Bank, N.A.; and

(d)                                 Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Second Limited Partner means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)                                  an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)                                 an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;



(c)                                  Goldman Sachs Credit Partners L.P.; and

(d)                                 JPMorgan Chase Bank, N.A.

Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.

Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2                               Construction

(a)                                  In this Agreement, unless the contrary intention appears, a reference to:

(i)                                     the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)                                  promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)                                 Where the context so admits, the singular includes the plural and vice versa.

(c)                                  The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)                                 Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)                                  References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.                                      PLEDGES

2.1                               Pledged Limited Partner’s Interest

(a)                                  The Pledgor and the Second Limited Partner are the only limited partners (Kommanditisten) of the Company as of the date of this Agreement.

(b)                                 The Company’s sole general partner (Komplementär) is Kabel Deutschland Verwaltungs GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)                                  The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 0% of the capital interest in the Company (the Existing Interest) but its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).  The Second Limited Partner holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company.  Its capital interest (Kapitalanteil) currently amounts to EUR 1,000 (in words: Euro one thousand) and its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).

(d)                                 The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.



2.2                               Constitution of Pledges

(a)                                  The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.

(b)                                 Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.

3.                                      INDEPENDENT PLEDGES

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.                                      SECURITY PURPOSE

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.                                      DIVIDENDS

5.1                               Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)                                  dividends, if any, payable on any of the Interests; and

(b)                                 liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2                               Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent.



6.                                      EXERCISE OF VOTING RIGHTS

6.1                               Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.

6.2                               Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.

6.3                               Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.                                      ENFORCEMENTS OF PLEDGES

7.1                               Pledgees’ Rights

(a)                                  If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)                                 The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)                                  If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.



(d)                                 The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)                                  In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

(f)                                    After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.

7.2                               Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3                               Application of Proceeds

(a)                                  The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)                                 first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)                                  second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)                                 The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4                               Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.                                      UNDERTAKINGS OF THE PLEDGOR

8.1                               Undertakings

The Pledgor undertakes

(a)                                  to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);



(b)                                 to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)                                  to effect promptly any payments to be made to the Company in respect of the Interests;

(d)                                 at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:

(i)                                     for perfecting or protecting the security intended to be afforded by this Agreement; and

(ii)                                  if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,

and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)                                  at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)                                    to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)                                 that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2                               Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.                                      REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Pledgees that:

(a)                                  except for the limited partner’s interest held by the Second Limited Partner, the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)                                 except for the requirement of a written approval by all holders of a partnership interest in the Company which approval has been given, the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;



(c)                                  all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)                                 the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)                                  the Existing Interest is free from any rights of third parties;

(f)                                    no third party has any pre-emption rights for interests in the Company; and

(g)                                 there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.

10.                               RELEASE OF SECURITY

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.                               INDEMNITY

11.1                        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2                        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3                        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.                               DURATION AND INDEPENDANCE

12.1                        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2                        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.



12.3                        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.

13.                               COST AND EXPENSES

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

14.                               PARTIAL INVALIDITY;WAIVER

14.1                        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2                        Waiver

(a)                                  The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)                                 The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.                               AMENDMENTS

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.                               NOTICES AND THEIR LANGUAGE

16.1                        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of



the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2                        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a 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.

17.                               APPLICABLE LAW;JURISDICTION

17.1                        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2                        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.                               NOTIFICATION

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).



SCHEDULE 1

ADDRESSES OF NOTICES

To the Pledgor:

Kabel Vermögen Beteiligungs GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

 

Att.:

Paul Thomason

 

 

Fax:

+49 89 96010 198

 

 

 

 

To the Security Agent

and all other Pledgees:

The Royal Bank of Scotland plc
Level 7

135 Bishopsgate

London EC2M 3UR

 

United Kingdom

 

 

Att.:

Mark Harrison, Director, Syndicated Loans Agency

 

 

Fax:

+44 (0) 20 7085 4564

 

 

 

 

To the Company:

Kabel Deutschland Vermögen GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

 

Att.:

Paul Thomason

 

 

Fax:

+49 89 96010 198

 



Appendix 5 - KG

 

Interest Pledge Agreement

RELATING TO THE INTERESTS IN

kABEL dEUTSCHLAND Vermögen GMBH & CO. KG

 

 

12 May 2006

 

 

between

 

KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG

as Pledgor

 

 

and

 

THE ROYAL BANK OF SCOTLAND

as Security Agent

 

 

and

 

THE FINANCE PARTIES

 

 

 

 

Allen & Overy LLP



 

Clause

 

 

Page

 

 

 

 

1.

Interpretation

 

1

2.

Pledges

 

8

3.

Independent Pledges

 

9

4.

Security Purpose

 

9

5.

Dividends

 

9

6.

Exercise of Voting Rights

 

9

7.

Enforcements of Pledges

 

10

8.

Undertakings of the Pledgor

 

11

9.

Representations and Warranties

 

12

10.

Release of Security

 

13

11.

Indemnity

 

13

12.

Duration and Independance

 

13

13.

Cost and Expenses

 

14

14.

Partial Invalidity;Waiver

 

14

15.

Amendments

 

14

16.

Notices and their Language

 

14

17.

Applicable Law;Jurisdiction

 

15

18.

Notification

 

15

 

 

 

 

Schedule

 

 

 

 

 

 

1.

Addresses of Notices

 

16

 



THIS INTEREST PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1)                                  KABEL DEUTSCHLAND VERTRIEB UND SERVICE GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of the Federal Republic of Germany, having its corporate seat in Unterföhring (Landkreis München), Federal Republic of Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902 (the Pledgor),

(the Pledgor );

on one side;

(2)                                  The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312

(the Security Agent); and

(3)                                  the FINANCE PARTIES as defined in Clause 1.1 below

(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)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A)                              The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B)                                It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1.                                      Interpretation

1.1                               Definitions

In this Agreement:

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung und Bilanzierung).

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.

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Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a)                                  an Original Add-On Facility Lender; or

(b)                                 any person which has become a lender under an Add-On Facility.

Administrative Party means the Mandated Lead Arrangers, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a)                                  all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b)                                 the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c)                                  in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

BGB means the German Civil Code (Bürgerliches Gesetzbuch).

Borrower means KDVS or an Additional Borrower.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Frankfurt am Main and which is also a TARGET Day.

2



Company means Kabel Deutschland Vermögen GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 84511.

Commitment Letter means the commitment letter dated on or about the date of the Credit Agreement between the Arranger, the Original Lender, KDG and KDVS.

Compliance Certificate means any compliance certificate issued or to be issued by any Obligor in connection with the Credit Agreement setting out the compliance with certain financial ratios and/or covenants.

Credit Agreement means the EUR 1,350,000,000 senior credit agreement dated on or about 13 March 2006 between, amongst others, the Mandated Lead Arranger, the Facility Agent, the Security Agent, KDVS, KDG and the Original Lender providing for EUR 1,350,000,000 senior credit facilities and up to EUR 650,000,000 Add-On Facilities.

Eligible Terms means, in respect of any Additional Facility:

(a)                                  the final maturity date of that Additional Facility must be a date falling at least six months after 31 March 2012;

(b)                                 there must be no amortisation required in respect of that Additional Facility;

(c)                                  that Additional Facility must be a term facility (which, in the case of an External Facility, may include notes, bonds or any other term credit arrangement which is not capable, by its terms, of being repaid or prepaid and redrawn before the date falling at least six months after 31 March 2012 (it being acknowledged that such arrangement may have customary change of control, voluntary prepayment, asset sale and similar prepayment provisions)); and

(d)                                 the purpose must be to fund a Permitted Acquisition;

(e)                                  the principal amount of that Additional Facility (together with the principal amount of all other Additional Facilities) may not exceed the lower of:

(i)                                     €650,000,000; and

(ii)                                  the amount which, if fully utilised on the date of completion of the relevant Permitted Acquisition, would not result in any breach of certain financial covenant ratios;

and

(f)                                    the liabilities of the obligors thereunder are to be treated and rank as a senior debt under the Existing Priority Agreement and/or the Priority Agreement and to have the benefit of all relevant Security Documents (whether through execution of new documents or amendment to existing documents) or (in each case) to have such lower ranking as is agreed by all the lenders of that Additional Facility.  For these purposes relevant Security Documents means Security Documents comprising the same assets and shares comprised in Security Documents executed prior to the establishment of that Additional Facility, it being acknowledged that prior-ranking Security Documents will remain in place (with the proceeds of enforcement of all Security Documents subject to the sharing provisions of the Priority Agreement).

3



Euro, euro, EUR or € means the single European currency introduced 1 January 1999.

Existing Interest means each of the interests set forth in Clause 2.1 (together the Existing Interests).

Existing Priority Agreement means the priority agreement dated 29 March 2004, as amended and restated prior to the date of the Credit Agreement and in force on the date of the Credit Agreement to which, amongst others, KDG and KDVS are parties (disregarding the amendments implemented to create an amended priority agreement in connection with the Credit Agreement).

Existing Shares means the shares set forth in Clause 2.1.

External Facility means any term credit agreement which has Eligible Terms.

Event of Default means an event of default under any of the Finance Documents, which entitles the Facility Agent to declare that all or part of any amounts outstanding under the Finance Documents or any of them are immediately due and payable, or payable on demand.

Facility Agent means The Royal Bank of Scotland plc, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of the United Kingdom and being registered with the Companies House under registration number SC 090312.

Fee Letter means any letter entered into by reference to the Credit Agreement between one or more Administrative Parties and an Obligor setting out the amount of certain fees which are payable, inter alia, in relation to the Credit Agreement.

Finance Document means:

(a)                                  the Credit Agreement;

(b)                                 the Commitment Letter;

(c)                                  a Fee Letter;

(d)                                 an Obligor Accession Deed;

(e)                                  a Transfer Certificate;

(f)                                    an Ancillary Facility Document;

(g)                                 the Hedging Letter;

(h)                                 an Add-On Facility Accession Agreement;

(i)                                     a Hedging Document;

(j)                                     a Security Document;

(k)                                  the Priority Agreement;

(l)                                     a Compliance Certificate;

(m)                               a Request; and

4



(n)                                 any other document designated as such by the Facility Agent and KDG.

Finance Party means an Administrative Party, an Underwriter, a Lender or a Hedging Bank.

Future Interests means any and all interests in the Company, other than the Existing Interests, which the Pledgor may acquire in future.

Future Pledgee means a Finance Party (other than an Original Finance Party).

Germany means the Federal Republic of Germany.

Group means KDG and its Subsidiaries (but excluding any Unrestricted Subsidiary).

Hedging Letter means a letter dated on or about the date of the Credit Agreement between KDG, the Mandated Lead Arranger and the Facility Agent relating to the interest and currency hedging to be effected by the Group and any other letter designated as such by KDG and the Facility Agent which amends or supplements the terms of that letter.

Hedging means any interest rate or currency swap, derivative transaction or hedging facility.

Hedging Bank means:

(a)                                  each Original Hedging Bank; or

(b)                                 each party (other than an Obligor) which shall at any relevant time be or become a party to any Hedging Document.

Hedging Document means

(a)                                  each master agreement, confirmation or other document evidencing any Hedging provided by a Hedging Bank to an Obligor; or

(b)                                 otherwise entered into on the basis that under the terms of the Finance Documents any party to such document (other than an Obligor) in such regard becomes entitled to the benefit of, among other things, any security interest created under this Agreement.

Interests means the Existing Interests and the Future Interests.

KDG means Kabel Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 145837.

KDVS means Kabel Deutschland Vertrieb und Service GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring (Landkreis München), Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration number HRA 83902.

Lender means:

(a)                                  the Original Lender;

(b)                                 an Original Add-On Facility Lender; or

5



(c)                                  any person which becomes a lender after the date of, and in accordance with the terms of, the Credit Agreement,

but only for so long as it has any outstanding commitment or participation in any loan provided under the Credit Agreement or Ancillary Outstanding or any amount is owed to it (whether actually or contingently) in its capacity as Lender.

Mandated Lead Arranger means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs International; and

(d)                                 J.P. Morgan plc.

Obligor means KDG or a Borrower.

Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower.

Original Add-On Facility Lender means any lender providing for an additional facility under the Credit Agreement by way of executing an Add-On Facility Accession Agreement.

Original Finance Party means an Administrative Party, an Underwriter, an Original Lender or an Original Hedging Bank.

Original Hedging Bank means each of:

(a)                                  Goldman Sachs International;

(b)                                 Morgan Stanley Capital Services Inc.;

(c)                                  Société Générale;

(d)                                 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.;

(e)                                  The Royal Bank of Scotland plc;

(f)                                    BNP Paribas S.A.;

(g)                                 Deutsche Bank AG, London;

(h)                                 HSBC Bank plc; and

(i)                                     Calyon Corporate and Investment Bank.

Original Lender means each of:

(a)                                  The Royal Bank of Scotland plc, Niederlassung Frankfurt;

(b)                                 Deutsche Bank AG London;

(c)                                  JPMorgan Chase Bank, N.A.; and

6



(d)                                 Goldman Sachs Credit Partners L.P.

Pledge means each of the pledges constituted under Clause 2.2.

Pledgee means an Original Pledgee or a Future Pledgee (together the Pledgees).

Priority Agreement means the Existing Priority Agreement amended on a basis consistent with the Agreed Priority Agreement Principles after the date of the Credit Agreement.

Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.

Second Limited Partner means Kabel Deutschland Vermögen Beteiligungs GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organised under the laws of Germany, having its corporate seat in Unterföhring, Germany, which is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRA 84471.

Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of any of the Finance Parties against any of the Obligors under the Finance Documents, each as amended, restated, varied, supplemented, novated or extended from time to time, including, without limitation, any increase of principal or interest, in each case together with all costs, charges and expenses incurred by the Finance Parties (or any of them) in connection with the protection, preservation or enforcement of their respective rights under the Finance Documents.

Security means any and all security granted to secure the Secured Claims.

Security Document means any document evidencing or creating security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under any Finance Document referred to under (a) to (i) and (k) to (n) of the definition of “Finance Document”.

Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations.

Subsidiary means any of:

(a)                                  an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership, and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)                                 an entity consolidated for the purpose of the financial statements of any person pursuant to the Accounting Principles.

Underwriter means each of:

(a)                                  The Royal Bank of Scotland plc;

(b)                                 Deutsche Bank AG London;

(c)                                  Goldman Sachs Credit Partners L.P.; and

(d)                                 JPMorgan Chase Bank, N.A.

7



Unrestricted Subsidiary means any Subsidiary of KDVS or KDG (which is not an Obligor) nominated by KDVS to the Facility Agent at any time when no Event of Default is outstanding.

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.

Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.

1.2                               Construction

(a)                                  In this Agreement, unless the contrary intention appears, a reference to:

(i)                                     the Security Agent means the Security Agent acting as agent for and on behalf of the Pledgees unless otherwise provided herein; and

(ii)                                  promptly means promptly (unverzüglich) as contemplated in § 121 (1) BGB.

(b)                                 Where the context so admits, the singular includes the plural and vice versa.

(c)                                  The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)                                 Any reference in this Agreement to a defined document is a reference to that defined document as amended, restated, novated or supplemented from time to time.

(e)                                  References to parties herein shall also be deemed to include references to their respective successors, transferees and assignees.

2.                                      Pledges

2.1                               Pledged Limited Partner’s Interest

(a)                                  The Pledgor and the Second Limited Partner are the only limited partners (Kommanditisten) of the Company as of the date of this Agreement.

(b)                                 The Company’s sole general partner (Komplementär) is Kabel Deutschland Verwaltungs GmbH which does not hold any interest (Kapitalanteil) in the Company.

(c)                                  The Pledgor holds a limited partner’s interest (Kommanditanteil/Mitgliedschaft) representing 100% of the capital interest in the Company (the Existing Interest).  Its capital interest (Kapitalanteil) currently amounts to EUR 1,000 (in words: Euro one thousand) and its liable capital amounts to EUR 1,000 (in words: Euro one thousand). The Second Limited Partner does not have any capital interest (Kapitalanteil) in the Company but its liability capital (Haftsumme) amounts to EUR 1,000 (in words: Euro one thousand).

(d)                                 The Existing Interest is fully paid up.  There is no obligation for the Pledgor to make any additional contributions.

2.2                               Constitution of Pledges

(a)                                  The Pledgor hereby pledges the Interests to each of the Original Pledgees and to each Future Pledgee for their rateable interest as Security.

8



(b)                                 Each of the Original Pledgees hereby accepts the Pledge.  In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht).  Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement thereby becoming a Pledgee.  All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee.

3.                                      Independent Pledges

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each of the Pledges to each of the Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu to each other Pledge created hereunder.

4.                                      Security Purpose

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims.

5.                                      Dividends

5.1                               Extent of the Pledge

The Pledge constituted by this Agreement includes the present and future rights of the Pledgor to receive

(a)                                  dividends, if any, payable on any of the Interests; and

(b)                                 liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) or withdrawal (Austritt) of the Pledgor of the Company (Abfindungsanspruch bei Ausscheiden), the surplus in case of surrender (Preisgabe) and all other pecuniary claims associated with any of the Interests.

5.2                               Entitlement to Receive Dividend Payments

Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in cash in respect of the Interest until the requirements for enforcement referred to under Clause 7 below are met and unless the Facility Agent has notified the Pledgor that according to the Credit Agreement any dividend payments in respect of the Interests are no longer permitted to be made to the Pledgor, in which case the payments are to be made to the Security Agent. 

6.                                      Exercise of Voting Rights

6.1                               Voting Rights

The voting rights resulting from the Interests remain with the Pledgor. This shall, however, not affect the obligations of the Pledgor under Clause 7.1 below. The Pledgor shall at all times until the full and complete satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the Pledges are not in any way adversely affected.

9



6.2                               Impairment

The Pledgor shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Pledgees or the security purpose as described in Clause 4 hereof or defeat, impair or circumvent the rights of the Pledgees hereunder in each case in any respect.

6.3                               Information by the Pledgor

The Pledgor shall inform the Security Agent promptly of all other actions concerning the Company which might adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Security Agent forthwith of any partners’ meeting at which a resolution is intended to be adopted which could be expected to have an adverse effect upon the Pledges. In any event the Security Agent shall promptly receive, as soon as they are available, a copy of the convocation notice for such ordinary or extraordinary partners’ meeting setting forth the agenda (to the extent it relates to such resolution) and all applications and decisions to be taken and the minutes of any such partners’ meeting (in each case to the extent they relate to such resolution).

7.                                      Enforcements of Pledges

7.1                               Pledgees’ Rights

(a)                                  If (i) an Event of Default has occurred, (ii) the requirements set forth in §§ 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), and (iii) the Event of Default has not been remedied within 5 Business Days following the receipt of a notification in accordance with Clause 7.1(b), the Pledgees may enforce any of the Pledges (or any part thereof) through the Security Agent by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases notwithstanding § 1277 of the German Civil Code without any enforceable judgement or other instrument (vollstreckbarer Titel).

(b)                                 The Security Agent shall notify the Pledgor of the intention to realise any of the Pledges over the Interests not less than 5 (five) Business Days before the date on which the respective Pledge is intended to be realised. The Pledgor expressly agrees that in the event of a realisation by way of public auction 5 (five) Business Days prior written notice of the place and time of any such public auction shall be sufficient. The public auction may be held at any place in Germany which will be determined by the Security Agent.

(c)                                  If the Security Agent should seek to enforce any of the Pledges pursuant to, and in accordance with Clause 7.1(a) above, the Pledgor shall, at its own expense, render forthwith all assistance necessary in order to facilitate the prompt sale of the Interests or any part thereof and/or the exercise by the Security Agent of any other right the Pledgees may have under German law.

(d)                                 The Pledges will be realised to the extent necessary to discharge in full the Secured Claims. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interests of the Pledgor.

(e)                                  In derogation of § 1225 of the German Civil Code, in the event of enforcement of any of the Pledges, no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise unless and until all of the Secured Claims have been satisfied and discharged in full. Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional

10



collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time.

(f)                                    After the complete unconditional, irrevocable and full payment and discharge of all Secured Claims any remaining proceeds resulting from the enforcement of any of the Pledges (or part thereof) shall be transferred to the Pledgor at the cost and expense of the Pledgor.

7.2                               Ancillary Rights

Provided that the requirements for enforcement referred to under Clause 7.1(a) above are met, all payments based on ancillary rights attributed to the Interests may be applied by the Security Agent in satisfaction in whole or in part of the Secured Claims notwithstanding the Pledgees’ right to treat such payments as additional collateral.

7.3                               Application of Proceeds

(a)                                  The proceeds resulting from the enforcement of the Pledge must be applied by the Security Agent in the following order of priority:

(b)                                 first, in or towards payment of, or provision for, all costs and expenses incurred by the Security Agent in connection with the enforcement of the Pledge; and

(c)                                  second, in or towards payment of the Secured Claims by transferring the proceeds to the Facility Agent for distribution.

(d)                                 The Security Agent may determine which part of the Security, if applicable, shall be used to satisfy the Secured Claims.

7.4                               Release of Pledged Rights

Upon the full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon request that the Interests are released from the Pledges and retransfer to the Pledgor any documents received by the Security Agent or any designee pursuant to Clause 7.1(f) hereof.

8.                                      Undertakings of the Pledgor

8.1                               Undertakings

The Pledgor undertakes

(a)                                  to notify the Security Agent promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);

(b)                                 to notify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;

(c)                                  to effect promptly any payments to be made to the Company in respect of the Interests;

(d)                                 at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:

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(i)                                     for perfecting or protecting the security intended to be afforded by this Agreement; and

(ii)                                  if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or any part of the Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent,

and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient;

(e)                                  at the Security Agent’s reasonable request, to furnish to the Security Agent such information concerning the Interests as is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Agent, to deliver to the Security Agent copies of all such records and papers;

(f)                                    to refrain from any acts or omissions which might have an adverse effect on the validity or enforceability of the Pledges or the effect of which results in the Interests ceasing to exist; and

(g)                                 that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.

8.2                               Pledges over all Interests

The Security Agent may at all times for itself and for the Pledgees request to hold a pledge over all Interests held by the Pledgor (and in the case of a merger an equivalent security interest over the interest in the surviving or, as the case may be, the new company) in accordance with all terms of this Agreement.

9.                                      Representations and Warranties

The Pledgor represents and warrants to the Pledgees that:

(a)                                  except for the limited partner’s interest held by the Second Limited Partner, the Existing Interest pledged hereunder is the only limited partner’s interest in the Company in existence at the date hereof;

(b)                                 except for the requirement of a written approval by all holders of a partnership interest in the Company which approval has been given, the Pledgor is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, any of the Interests;

(c)                                  all necessary corporate action has been taken to authorise the entry into and delivery of this Agreement;

(d)                                 the Existing Interest is fully paid and there is no obligation for the Pledgor to make additional contributions;

(e)                                  the Existing Interest is free from any rights of third parties;

(f)                                    no third party has any pre-emption rights for interests in the Company; and

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(g)                                 there is no party (other than the Pledgor) which is entitled to participate in the profits or revenues of the Company.

10.                               Release of Security

Even prior to the full and complete satisfaction of all Secured Claims, the Security Agent is obliged to release upon the Pledgor’s request all or part of the Security insofar as the realisable value of the Security and any other security given to the Security Agent or the other Finance Parties with respect to the Secured Claims exceeds, not only temporarily, the Secured Claims by more than 10%.  The Security Agent may, at its discretion, determine which part of the Security shall be released.

11.                               Indemnity

11.1                        Liability for Damages

Neither the Security Agent nor the Pledgees shall be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Security Agent.

11.2                        Indemnification

The Pledgor will indemnify the Security Agent and each of the Pledgees and keep the Security Agent and each of the Pledgees indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Security Agent and/or each of the Pledgees as a result of any breach of the Pledgor of any of its obligations or undertakings contained herein except to the extent that such losses, actions, claims, expenses, demands or liabilities have resulted from the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Pledgees or the Security Agent.

11.3                        This Clause 11 shall survive the termination of this Agreement under Clause 12 or otherwise.

12.                               Duration and Independance

12.1                        Duration

This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims.  None of the Pledges shall cease to exist if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims.

12.2                        Continuing Security

This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related to it shall affect the validity of this Agreement.

12.3                        Independence

This Agreement is independent from any other security or guarantee which may have been or will be given to the Security Agent and/or any of the other Pledgees with respect to any obligation of any of the Obligors under the Finance Documents. None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement.

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13.                               Cost and Expenses

Any notarial fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Pledgor. The Pledgor must pay to each Finance Party the amount of all costs and expenses (including the costs and expenses of legal advisers) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

14.                               Partial Invalidity;Waiver

14.1                        Invalidity

If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

In particular the Pledges shall not be affected and shall in any event extend to any and all Interests in the Company even if the number or nominal value of any of the Existing Interests or the liable capital of the Company as stated in Clause 2.1 are inaccurate and deviate from the actual facts.

14.2                        Waiver

(a)                                  The Pledgor hereby waives its rights of revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit) it may have pursuant to §§ 1211 and 770(1) and (2) of the German Civil Code. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees (or any of them), 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.

(b)                                 The Pledgor hereby irrevocably waives any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any Obligor (Verzicht auf Rückgriffsansprüche) which it may obtain (i) in the event that the Pledgor repays any debt of any other Obligor under any of the Finance Documents, or (ii) in the event of enforcement of any of the Pledges created hereunder.

15.                               Amendments

Changes and amendments of this Agreement including this Clause 15 shall be made in writing.

16.                               Notices and their Language

16.1                        Notices

Any notice or other communication under or in connection with this Agreement to the Pledgor or the Security Agent and/or the Pledgees shall be in writing and shall be delivered personally, by post or facsimile and shall be sent to the address or facsimile number of the party, and for the attention of the individual, set forth in Schedule 1 hereto or such other address or facsimile number as is notified by that party for this purpose to the Security Agent from time to time.

16.2                        Language

Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language,

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accompanied by a 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.

17.                               Applicable Law;Jurisdiction

17.1                        Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany.

17.2                        Jurisdiction

The place of jurisdiction for all Parties shall be Frankfurt am Main, Germany. The Security Agent, however, shall also be entitled to take legal action against the Pledgor before any other competent court of law having jurisdiction over the Pledgor or any of its assets.

18.                               Notification

The Pledgor and the Pledgees hereby instruct the undersigned notary public to notify the Company of the Pledges pursuant to, and in accordance with, § 1280 of the German Civil Code by means of forwarding a certified copy of this Agreement to the Company by registered mail (return receipt requested).

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Schedule 1

Addresses of Notices

To the Pledgor:

Kabel Deutschland Vertrieb und Service GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

 

Att.:

Paul Thomason

 

 

Fax:

+49 89 96010 198

 

 

 

 

To the Security Agent

and all other Pledgees:

The Royal Bank of Scotland plc
Level 7

135 Bishopsgate

London EC2M 3UR

 

United Kingdom

 

 

Att.:

Mark Harrison, Director, Syndicated Loans Agency

 

 

Fax:

+44 (0) 20 7085 4564

 

 

 

 

To the Company:

Kabel Deutschland Vermögen GmbH & Co. KG

Betastraße 6-8

85774 Unterföhring

Germany

 

 

Att.:

Paul Thomason

 

 

Fax:

+49 89 96010 198

 

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