Transfer Deed, dated as of October 31, 2014, between PPL WW Holdings Limited, Western Power Distribution Limited and Mizuho Bank, Ltd., as Facility Agent

 

 

 

 

 

 

 

1

Interpretation

1

2

Transfer

1

3

Miscellaneous

2

4

Governing Law

2

5

Jurisdiction

2

Signatories

3

PPL WW HOLDINGS LIMITED (registered number 04267536) (the Company);

WESTERN POWER DISTRIBUTION LIMITED (registered number 09223384) (the New Borrower); and

MIZUHO BANK, LTD. as Facility Agent (the Facility Agent).

Capitalised terms defined in the Agreement have the same meaning in this Deed, unless given a different meaning in this Deed.

The provisions of clause 1.2 (Construction) and clause 1.3 (Currency symbols and definitions) of the Agreement apply to this Deed as though they were set out in full in this Deed except that references to the Agreement are to be construed as references to this Deed.

Pursuant to clause 28.1 (Assignments and transfer by the Borrower) of the Agreement as the transfer to the New Borrower is to effect a Permitted Reorganisation, the Lenders (as such terms are defined in the Agreement) are not required to give their consent to the Company being replaced by the New Borrower and to the amendments to the Agreement contemplated by this Deed.

On the date of this Deed:

(a)  

the Company (in its capacity as Borrower) and each Finance Party will be released from their respective obligations to each other under the Agreement (the discharged obligations);

(b)  

the New Borrower and each Finance Party will assume obligations towards each other which differ from the discharged obligations only to the extent that they are owed to or assumed by the New Borrower instead of the Company;

(c)  

the rights under the Agreement of:

(i)  

the Company against each Finance Party; and

(ii)  

each Finance Party against the Company,

(d)  

the New Borrower and each Finance Party will acquire rights against each other which differ from the discharged rights only to the extent they are exercisable by or against the New Borrower instead of the Company.

With effect from the date of this Deed all references to the Company in the Finance Documents will be construed as references to the New Borrower.  All other provisions of the Agreement shall continue in full force and effect and this Deed shall be construed and read as one with the Agreement.

Any communication in respect of this Deed must be in writing.  Contact details for each Party are set out under each Party’s signature block below.

This Deed is a Finance Document.

This Deed may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the agreement

The Facility Agent shall hold the benefit of this Deed upon trust for itself and the Lenders.

EXECUTED as a DEED

)

by PPL WW HOLDINGS LIMITED

)

acting by

)

………………………………………

Director

Witness's Signature:

 

………………………………………

Name:

 

………………………………………

Address:

………………………………………

Address:

Avonbank,

Feeder Road,

Bristol BS2 0TB

Fax number:

01179 332 108

Phone number:

01179 332 354

EXECUTED as a DEED

)

by WESTERN POWER DISTRIBUTION LIMITED

)

acting by

)

………………………………………

Director

Witness's Signature:

 

………………………………………

Name:

 

………………………………………

Address:

………………………………………

Address:

Avonbank,

Feeder Road,

Bristol BS2 0TB

Fax number:

01179 332 108

Phone number:

01179 332 354

EXECUTED as a DEED

)

by MIZUHO BANK, LTD.

)

acting by

)

………………………………………

Director

Witness's Signature:

 

………………………………………

Name:

 

………………………………………

Address:

………………………………………

Address:

Bracken House

One Friday Street

London EC4M 9JA