Financial Securities Account Pledge Agreement between Antargaz and Natixis (March 16, 2011)
This agreement, dated March 16, 2011, is between Antargaz (as pledgor), Natixis (as security agent, facility agent, and bank accounts holder), and a group of lenders. Under the agreement, Antargaz pledges certain financial securities accounts as collateral to secure its obligations under a related loan facility. The agreement outlines the rights and duties of the parties, including how the pledged accounts are managed, the conditions for enforcement, and the process for releasing the pledge once obligations are met. The agreement is governed by French law.
(Acte de Nantissement de Compte de Titres Financiers)
as Pledgor
as Security Agent
as Beneficiaries
as Bank Accounts Holder

Page | ||||
1. INTERPRETATION | 4 | |||
1.1 DEFINITIONS | 4 | |||
1.2 CONSTRUCTION | 6 | |||
2. SECURITY AGENT | 7 | |||
3. PLEDGE | 7 | |||
3.1 PLEDGED ACCOUNTS | 7 | |||
3.2 REGISTRATION OF THE PLEDGE | 7 | |||
3.3 SHAREHOLDER INTEREST | 8 | |||
3.4 INCOME AND PROCEEDS | 8 | |||
3.5 INSTRUCTIONS | 9 | |||
4. PRESERVATION OF SECURITY | 9 | |||
4.1 CONTINUING SECURITY | 9 | |||
4.2 ADDITIONAL SECURITY | 9 | |||
4.3 SECURITY TRANSFER | 9 | |||
5. REPRESENTATIONS AND WARRANTIES | 9 | |||
5.1 REPRESENTATIONS AND WARRANTIES | 9 | |||
5.2 TIME FOR MAKING REPRESENTATIONS AND WARRANTIES | 10 | |||
6. UNDERTAKINGS | 10 | |||
6.1 DURATION | 10 | |||
6.2 NEGATIVE PLEDGE | 10 | |||
6.3 NO DISPOSAL | 11 | |||
6.4 MANAGEMENT OF PLEDGED ACCOUNTS | 11 | |||
6.5 INFORMATION | 11 | |||
7. LIABILITY TO PERFORM | 12 | |||
8. ENFORCEMENT | 12 | |||
9. APPLICATION OF PROCEEDS | 13 | |||
10. COVENANT TO RELEASE | 14 | |||
11. EXPENSES, INDEMNITIES AND TAXES | 14 | |||
12. CHANGES TO THE PARTIES | 14 | |||
13. SEVERABILITY | 14 | |||
14. NOTICES | 15 | |||
15. FRENCH LANGUAGE | 15 | |||
16. GOVERNING LAW AND JURISDICTION | 15 | |||
16.1 GOVERNING LAW | 15 | |||
16.2 JURISDICTION | 15 | |||
17. DURATION | 15 | |||
18. WAIVERS, REMEDIES CUMULATIVE | 15 | |||
SCHEDULE 1. FORM OF STATEMENT OF PLEDGE | 17 | |||
SCHEDULE 2. FORM OF FINANCIAL SECURITIES ACCOUNT CONFIRMATION OF PLEDGE | 26 | |||
SCHEDULE 3. FORM OF BANK ACCOUNT CONFIRMATION OF PLEDGE | 28 | |||
SCHEDULE 4. LIST OF LENDERS AND COMMITMENTS | 29 | |||
SCHEDULE 5. FORM OF NOTICE | 30 |
2.
1. | ANTARGAZ, a société anonyme, incorporated under the laws of France under registration number 572 126 043 RCS Nanterre, with registered capital of euro 3,935,349.00, and having its registered office at Immeuble Les Renardières, 3 Place de Saverne, 92400 Courbevoie, and represented by a duly authorized signatory for the purpose of this Agreement, as Pledgor; |
2. | NATIXIS, a société anonyme, incorporated under the laws of France under registration number 542 044 524 RCS Paris, with registered capital of euro 4,653,020,308.80, and having its registered office at 30, avenue Pierre Mendès France 75013 Paris, and represented by duly authorised signatories for the purpose of this Agreement, as Security Agent; |
3. | NATIXIS, (designated as above) and represented by duly authorised signatories for the purpose of this Agreement, as Facility Agent; |
4. | The Lenders listed in Schedule 4 (List of Lenders and Commitments) of this Agreement, duly represented by the Security Agent for the purpose of this Agreement; |
5. | NATIXIS, a société anonyme, incorporated under the laws of France under registration number 572 126 043 RCS Paris, with registered capital of euro 4,653,020,308.80, and having its registered office at 30, avenue Pierre Mendès France 75013 Paris and represented by duly authorised signatories for the purpose of this Agreement, as Bank Accounts Holder. |
3.
(A) | Pursuant to a facilities agreement dated 16 March 2011 entered into between, inter alios, AGZ Holding and Antargaz as Borrowers, BNP Paribas, Caisse Régionale de Crédit Agricole Mutuel de Paris et DIle De France, Crédit Lyonnais SA and Natixis as Mandated Lead Arrangers and Bookrunners, the Mandated Lead Arrangers (as defined therein), the Arrangers (as defined therein), the Lenders (as defined therein), and Natixis as Facility Agent and Security Agent (the Facilities Agreement), the Lenders have agreed to make certain Facilities available to the Borrowers. |
(B) | Pursuant to clause 15 (Security interest) and Schedule 2 (Security Documents) of the Facilities Agreement, as a condition precedent to the Lenders making the Facilities available to the Borrowers, the Obligors have accepted to grant to the Beneficiaries, as security for the Secured Liabilities (as defined herein), a pledge over the Pledged Account upon the terms and conditions of this Agreement and the Intercreditor Agreement. |
1. | INTERPRETATION |
1.1 | Definitions |
4.
5.
1.2 | Construction |
(a) | In this Agreement, unless the contrary intention appears, a reference to: |
(i) | assets or regulation shall be construed in accordance with the Facilities Agreement; |
(ii) | a Clause or a Schedule is, unless otherwise specified, a reference to a clause or a schedule to this Agreement; |
(iii) | a provision of a law is a reference to that provision as amended or re-enacted; |
(iv) | a time of day is a reference to Paris time; |
(v) | words importing the plural shall include the singular and vice versa; |
(vi) | any reference to a party to this Agreement or other person includes, unless otherwise provided in this Agreement, such partys or persons permitted successors, assignees, transferees or substitutes; |
(vii) | an agreement or document includes a reference to that agreement or document as amended, novated or supplemented from time to time. |
6.
(b) | The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement. |
(c) | This Agreement is entered into with the benefit and subject to the burden of the Intercreditor Agreement. |
(d) | The Facility Agent shall on or prior to the Discharge Date, be deemed to be a reference to the Facility Agent (in the context of the rights and obligations of the Lenders). |
2. | SECURITY AGENT |
3. | PLEDGE |
3.1 | Pledged Accounts |
3.2 | Registration of the Pledge |
A. | such Account Holder to (i) record in the concerned Companys shareholder register (registre de mouvements de titres) and the shareholders accounts registry (comptes dactionnaires) that the concerned Financial Securities Account is pledged in favour of the Beneficiaries by virtue of such Statement of Pledge and (ii) issue on the same date a certificate of confirmation of pledge related to such Financial Securities Account (the Financial Securities Account Confirmation of Pledge) (attestation de nantissement de compte de titres financiers) in the form of Schedule 2; and |
B. | the Bank Accounts Holder (which the Bank Accounts Holder undertakes) to (i) record that the concerned Bank Account is pledged in favour of the Beneficiaries by virtue of such Statement of Pledge and (ii) issue on the same date a certificate of confirmation of pledge related to such Bank Account (the Bank Account Confirmation of Pledge (attestation de nantissement de compte de fruits et produits) and together with the Financial Securities Account Confirmation of Pledge, the Confirmations of Pledge) in the form of Schedule 3. |
7.
3.3 | Shareholder Interest |
(i) | any shareholder interest (titre financier) for any reason whatsoever substituted for, or added to, the Shareholder Interest of the Pledgor, together with any and all distributions, interest and proceeds (fruits et produits) resulting therefrom in accordance with article L. 211-20 of the French Monetary and Financial Code (Code monétaire et financier), and |
(ii) | more generally, any shares or other shareholder interests (titres financiers) attributed to, and any additional shares or other shareholder interests (titres financiers) acquired by the Pledgor and constituting ownership interests in the Companies or any legal entity resulting from the transformation or merger of the Companies or any similar operation, |
3.4 | Income and Proceeds |
(a) | In accordance with article L.211-20 of the French Monetary and Financial Code (Code monétaire et financier), any cash proceeds, income or distribution included in the Shareholder Interest shall be recorded on the Bank Accounts. The Bank Accounts shall be deemed to be an integral part of the Financial Securities Accounts as from the date of execution of the Statements of Pledge. The Pledgor shall request, at any time upon the Security Agents reasonable demand, from the Bank Accounts Holder a certificate of pledge comprising the inventory of all sums standing to the credit of the Bank Accounts as from the date of delivery of such certificate. |
(b) | Notwithstanding Clause 4.4(a) above, as long as no Event of Default has occurred and has been notified to the Bank Accounts Holder (with copy to the Pledgor) by the Security Agent in accordance with paragraph (c) below and is continuing, the Beneficiaries authorise the Pledgor to freely use all the monies held on the Bank Accounts. |
(c) | Upon the occurrence of an Event of Default which is notified to the Bank Accounts Holder (with copy to the Pledgor) by a notice substantially in the form of Schedule 5 and which is continuing, the Pledgor will cease to be entitled to use the monies held on the Bank Accounts and any monies held on the Bank Accounts shall, upon receipt of such notice by the Bank Accounts Holder, no longer be available to the Pledgor, until such Event of Default has been remedied or waived. Notwithstanding the foregoing provisions, the Pledgor is entitled to use the monies held on the Bank Accounts exclusively in order to perform payments due under the Secured Liabilities by using the due amounts directly on the bank accounts held by the Security Agent. |
(d) | For the avoidance of doubt, as soon as an Event of Default is remedied or waived, the Pledgor will be entitled to use all monies held on the Bank Accounts so long as no other Event of Default occurs and is continuing, and the Security Agent shall, upon the request of the Pledgor, promptly notify the Bank Accounts Holder of the same. |
8.
3.5 | Instructions |
4. | PRESERVATION OF SECURITY |
4.1 | Continuing security |
4.2 | Additional security |
4.3 | Security transfer |
5. | REPRESENTATIONS AND WARRANTIES |
5.1 | Representations and Warranties |
(a) | Due incorporation: it is a limited liability company, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, with the power to own its assets and carry on its business as it is being conducted; |
(b) | Corporate power and authority: it has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery by it of, this Agreement and the obligations contemplated herein; |
(c) | Insolvency: it is not in Insolvency, nor in a situation likely to result in the same; |
(d) | Authorisations, approvals and consents: no authorization, approval, consent, licence, notice or other requirement of public or corporate bodies of the Pledgor or of the Companies is required in connection with the entry into, performance, validity or enforceability of this Agreement and of the Statements of Pledge, except any authorization that has been duly obtained and of which written evidence has been provided to the Security Agent; |
9.
(e) | Companies approval: the Beneficiaries and any other transferee, assignee or appointee of all or part of the Financial Instruments have been approved by the relevant competent corporate body of each Company in accordance with article 11 of the by-laws of Aquitaine Rhône Gaz and article 10 of the by-laws of Gaz Energie Distribution respectively, so as is required for any of them to become a shareholder of the Companies; |
(f) | Validity: this Agreement constitutes its legal, valid, binding and enforceable obligation in accordance with its terms; |
(g) | Non-conflict: the execution of this Agreement and performance of the Pledgors obligations hereunder and the performance by the Companies of the transactions contemplated by this Agreement do not and will not breach, violate or conflict with any agreement to which the Pledgor or the Companies is respectively a party or which is binding upon their respective assets, by-laws, rules, regulations, or any applicable law, regulation or official or judicial order or any authorization; |
(h) | Ownership: |
(i) | it has valid title and is the sole absolute legal owner of the Shareholder Interest and the Pledged Accounts; and |
(ii) | all of the Financial Instruments and the Shareholder Interest have been validly issued and fully paid, and are not subject to any option to purchase or similar rights; |
(i) | Security Interests: the Pledged Accounts and the Shareholder Interest are not subject to any Security Interest, and there are no similar restrictions which may affect the rights of the Beneficiaries under this Agreement and the Pledge created over the Pledged Accounts, or the Shareholder Interest; |
(j) | Access to share capital: on the date hereof, there are no securities giving access directly or indirectly to the share capital of the Companies, and more generally there exists no agreement by which the Companies has undertaken to issue new Financial Securities or securities giving access directly or indirectly to its share capital except as otherwise permitted under the Finance Documents. |
5.2 | Time for making representations and warranties |
6. | UNDERTAKINGS |
6.1 | Duration |
6.2 | Negative pledge |
10.
6.3 | No Disposal |
(a) | The Pledgor will not, either in a single transaction or in a series of transactions, make a sale, transfer or other disposal (including by way of loan) of all or any part of the Financial Instruments, the Shareholder Interest (subject to its rights to dispose of the monies credited on the Bank Accounts as set forth in Clause 3.4) or the Pledged Accounts, except as otherwise provided for in the Finance Documents and in this Agreement. |
(b) | The Pledgor will refrain from debiting from the Financial Securities Accounts any Shareholder Interest credited on the Financial Securities Accounts from time to time, except as otherwise provided for in the Finance Documents and in this Agreement. |
(c) | The Pledgor will not enter into or permit to subsist any option or other arrangement whereby any person has the right (whether or not exercisable only on a contingency) to require the Pledgor to sell or otherwise dispose of all or any part of the Financial Instruments, the Shareholder Interest or the Pledged Accounts. |
6.4 | Management of Pledged Accounts |
(a) | The Pledgor will request the Account Holder and the Bank Accounts Holder (and the Bank Accounts Holder undertakes accordingly) to credit to the Pledged Accounts any Shareholder Interest attributed to or acquired by it in accordance with Clauses 3.3 (Shareholder Interest) and 3.4 (Income and Proceeds) above and the Pledgor will, and shall procure that the Account Holders and the Bank Accounts Holder will, sign all documents and take all action (and the Bank Accounts Holder undertakes accordingly) necessary to this effect. |
(b) | Except as otherwise provided under the terms of this Agreement, the Pledgor will not (i) locate or permit to locate the Shareholder Interest received by it from any person for whatever reason in an account other than the Pledged Accounts, (ii) close or transfer the Pledged Accounts, nor (iii) appoint a new account holder other than the Account Holders and the Bank Accounts Holder, unless such new account holder has been approved by the Security Agent acting in accordance with the instructions of the Beneficiaries and has agreed in writing to be bound by all the terms and conditions of this Agreement, as Account Holder or Bank Accounts Holder, as the case may be. |
6.5 | Information |
(a) | From the date of this Agreement and throughout the Security Period, the Pledgor undertakes to promptly provide to the Security Agent all information relating to the Pledged Accounts and the Shareholder Interest which the Security Agent may from time to time reasonably require and to permit the Security Agent at any time, to request from the Account Holders and the Bank Accounts Holder, from time to time, a Confirmation of Pledge, which shall be furnished upon demand of the Security Agent and the Pledgor will sign all documents and take all action necessary to the effect of carrying out such request. |
(b) | Upon becoming aware thereof, the Pledgor will promptly inform the Security Agent of any disputes relating to the Pledged Accounts and the Shareholder Interest. |
11.
7. | LIABILITY TO PERFORM |
8. | ENFORCEMENT |
(a) | at its discretion and in accordance with the provisions of article L.211-20, paragraph V of the French Monetary and Financial Code (Code Monétaire et Financier): |
(i) | after a period of 8 (eight) days following the service of a notification (mise en demeure) on the Pledgor (which may be served simultaneously with the acceleration notice mentioned above), to request a court order for the sale of the Shareholder Interest at public auction in accordance with the provisions of article L.521-3(i) of the French Commercial Code (Code de Commerce), |
(ii) | immediately following the service of a notification (mise en demeure) on the Pledgor (which may be served simultaneously with the acceleration notice mentioned above), to request a court order for the judicial assignment of the Shareholder Interest to the Beneficiaries in accordance with the provisions of article 2347 of the French Civil Code (Code civil), or |
(iii) | to become the owner of the Shareholder Interest immediately following the service of a notification (mise en demeure) on the Pledgor (which may be served simultaneously with the acceleration notice mentioned above) (the Transfer Date) in satisfaction of the Secured Liabilities in accordance with the provisions of article 2348 of the French Civil Code (Code civil), in which case following such transfer of title: |
(1) | the value of the Shareholder Interest will be estimated by an expert (the Expert) appointed in good faith by the Security Agent and the Pledgor within five (5) calendar days following the Transfer Date; |
(2) | if the parties fail to agree on the name of the expert, the Expert shall be appointed by the Président of the Paris Commercial Court (by way of summary judgment (référé) further to a motion by the most diligent party) among leading auditors exercising activities in France; |
12.
(3) | within thirty (30) days of the Experts acceptance of the appraisal mission (such appraisal period to be extended once for a maximum of ten (10) days at the request of the Expert), the Expert shall establish a report in which shall be determined (a) the value of the Shareholder Interest (at the relevant date of transfer of ownership of the collateral) (the Enforcement Value) and (b) the detailed calculations relating to such valuation (the Report); it being agreed to such valuation shall, in the absence of a manifest error (erreur grossière), be finally binding on the parties; the Report shall be delivered to the Security Agent and the Pledgor; |
(4) | in the event of a manifest error (erreur grossière) in the determination of the value of the Shareholder Interest, such error being acknowledged by the President of the commercial court of Paris (Président du Tribunal de Commerce de Paris), a new Expert shall be appointed in accordance with the same terms and conditions as referred to in paragraphs (1) and (2) above and perform the appraisal mission in accordance with the same terms and conditions as referred to in paragraph (3) above; |
(5) | the Pledgor hereby undertakes to execute any document and do all such things that are required to carry out the transfer of full ownership in the Shareholder Interest to the Beneficiaries on the Transfer Date; |
(6) | notwithstanding the foregoing, the Security Agent shall be entitled to resort at any time during the course of the procedure set out in this paragraph (iii) to the proceedings mentioned in paragraphs (i) and (ii) above, if it deems it necessary to protect the Beneficiaries interests; |
(b) | immediately after serving a notification (mise en demeure) on the Pledgor and the Bank Accounts Holder in accordance with the provisions of article L.211-20, paragraph V of the French Monetary and Financial Code (Code monétaire et financier), to retain full ownership in the sums credited to the Bank Accounts up to the amount of the Secured Liabilities. |
9. | APPLICATION OF PROCEEDS |
13.
10. | COVENANT TO RELEASE |
11. | EXPENSES, INDEMNITIES AND TAXES |
12. | CHANGES TO THE PARTIES |
(a) | the Pledgor shall not assign, transfer, novate or dispose of any of, or any interest in its rights and/or obligations under this Agreement, and |
(b) | the Beneficiaries shall be entitled to assign, transfer, novate or dispose of any of, or any interest in their rights and/or obligations hereunder to any successor in accordance with the relevant provisions of the Finance Documents. |
13. | SEVERABILITY |
(a) | the validity or enforceability in that jurisdiction of any other provision of this Agreement; or |
(b) | the validity or enforceability in other jurisdictions of that provision or any other provision of this Agreement. |
14.
14. | NOTICES |
15. | FRENCH LANGUAGE |
16. | GOVERNING LAW AND JURISDICTION |
16.1 | Governing law |
16.2 | Jurisdiction |
17. | DURATION |
18. | WAIVERS, REMEDIES CUMULATIVE |
(a) | The rights of the Beneficiaries under this Agreement: |
(i) | may be exercised as often as necessary; |
(ii) | are cumulative and not exclusive of its rights under general law; and |
(iii) | may be waived only in writing and specifically. |
(b) | Delay in exercising or non-exercise of any such right is not a waiver of that right. |
15.
On 16 March 2011
In as many original copies as parties to this Agreement |
As Facility Agent and Security Agent
By: Jean-Philippe Nani | By: Sylvie Delorme |
Represented by the Security Agent
By: Jean-Philippe Nani | By: Sylvie Delorme |
16.
(subject to provisions of article L. 211-20 of the Monetary and Financial Code)
Nomination, nature, | ||||||
Qty | form, nominal | Currency | Par value (each share) | |||
[ARG: 3,805 / GED: 22,888] | Ordinary shares | Euro | [ARG: 51.83 / GED: 15.24] |
17.
| BANQUE PALATINE, a société anonyme à directoire incorporated under the laws of France under registration number 542 104 245 RCS Paris,with registered capital of euro 538,802,680.00, having its registered office at 42 rue dAnjou 75008 Paris, acting as Lender; |
| BARCLAYS BANK PLC, a company incorporated under the laws of England and Wales under registration number 1026167, with registered capital of sterling 3,040,001,000, having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, acting as Lender; |
| BANCO BILBAO VIZCAYA ARGENTARIA, a société anonyme, incorporated under the laws of the Kingdom of Spainacting through its Paris Branch under registered number 349 358 887 RCS Paris, with registered capital of euro 1,523,867,581.08, and having its registered office at 29, Avenue de lOpéra 75001 Paris, France, acting as Lender; |
| BNP PARIBAS, a société anonyme incorporated under the laws of the Republic of France under registration number 662 042 449 RCS Paris, with registered capital of euro 2,397,320,312.00, having its registered office at 16, boulevard des Italiens, 75009 Paris, acting as Lender; |
| BRED BANQUE POPULAIRE, a société anonyme coopérative de Banque Populaire incorporated under the laws of France under registration number 552 091 795 RCS Paris,with registered capital of euro 432,487,500.00, having its registered office at 18 quai de la Rapée 75012 Paris, acting as Lender; |
| CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET DILE DE FRANCE, a société coopérative, incorporated under the laws of France under registration number 775 665 615 RCS Paris, a credit institution and brokerage insurance firm registered with the Register of the Intermediaries in Insurances under number 07 008 015, and having its registered office at 26 quai de la Rapée, 75012 Paris, acting as Lender; |
18.
| CREDIT DU NORD, a société anonyme incorporated under the laws of France under registration number 456 504 851 RCS Lille,with registered capital of euro 890,263,248.00, having its registered office at 28 place Rihour 59000 Lille, acting as Lender; |
| CREDIT LYONNAIS, a société anonyme incorporated under the laws of the Republic of France under registration number 954 509 741 RCS Lyon, with registered capital of euro 1,847,860,375.00, having its registered office at 18, rue de la République, 69002 Lyon, acting as Lender; |
| BANQUE COMMERCIALE POUR LE MARCHE DE LENTREPRISE, a société anonyme à directoire et conseil de surveillance, incorporated under the laws of France under registration number 378 398 911 RCS Brest, with registered capital of euro 330,000,000, having its registered office at 1 allée Louis Lichou 29480 Le Relecq-Kerhuon France, acting as Lender; |
| CREDIT SUISSE INTERNATIONAL, a company incorporated under the laws of England and Wales under registration number 02500199, having its registered office at One Cabot Square, London, UK E14 4QJ, acting as Lender; |
| HSBC FRANCE, a société anonyme, incorporated under the laws of France under registration number 775 670 284 RCS Paris, with registered capital of euro 337,189,100, having its registered office at 103, avenue des Champs-Elysées, 75419 Paris, France, acting as Lender; |
| ING BELGIUM SA, SUCCURSALE EN FRANCE, incorporated under registration number 490 100 260, having its main office at Coeur Défense, Tour A, Place de la Défense, 90-102 avenue du Général de Gaulle, 92400 Courbevoie, France, a branch of ING Belgium SA/NV, with capital of euro 2,350,000,000, having its registered office at Marnix 24, B-1000 Brussels, registered with the Brussels register under number 0403 200 393, acting as Lender; |
| NATIXIS, a société anonyme incorporated under the laws of the Republic of France under registration number 542 044 524 RCS Paris, with registered capital of euro 4,653,020,308.80, having its registered office at 30, avenue Pierre Mendès France 75013 Paris, acting as Lender; |
| NATIXIS, a société anonyme, incorporated under the laws of the Republic of France under registration number 542 044 524 RCS Paris, with registered capital of euro 4,653,020,308.80, and having its registered office at 30, avenue Pierre Mendès France 75013, as Security Agent, and its successors and assignees in such capacity under the Facilities Agreement; and |
| NATIXIS, a société anonyme, incorporated under the laws of the Republic of France under registration number 542 044 524 RCS Paris, with registered capital of euro 4,653,020,308.80, and having its registered office at 30, avenue Pierre Mendès France 75013, as Facility Agent, and its successors and assignees in such capacity under the Facilities Agreement. |
19.
| an aggregate principal amount of EUR 40,000,000 (forty million euros) plus interest, late payment interest, fees, commissions and anything else of a similar nature, under the Revolving Facility. |
In one (1) original copy
ANTARGAZ
20.
FORM OF FINANCIAL SECURITIES ACCOUNT CONFIRMATION OF PLEDGE
To: | Natixis | |
in its capacity as Security Agent |
1/ | hereby confirm the opening and constitution of a pledge over the financial securities account, the references of which are the following: Financial Securities Account N°[ARG: 11 Quarter / GED: 1 Quarter] open in the name of the Pledgor as provided in the Statement of Pledge; |
2/ | present the inventory of shareholder interest as attached hereto, held by the Pledgor in the books of the Company; |
3/ | hereby confirm having knowledge of the mode of management of the Financial Securities Account under the conditions described in the financial securities account pledge agreement dated 16 March 2011 and entered into, inter alios, between ANTARGAZ as Pledgor, NATIXIS as Security Agent, the Beneficiaries, and NATIXIS as Bank Accounts Holder (the Agreement), and referred to in the Statement of Pledge; |
4/ | accept to pay all dividends paid in cash (dividendes en numéraire), interest and other distributions thereon (fruits et produits) relating to the Shareholder Interest on the Bank Account; |
5/ | agree to promptly credit to the Financial Securities Account (i) any shareholder interest (titre financier) for any reason whatsoever substituted for, or added to, the Shareholder Interest of the Pledgor and (ii) any shares or other shareholder interests (titres financiers) attributed to, and any additional shares or other shareholder interests (titres financiers) acquired by the Pledgor and constituting ownership interests in the Company; |
6/ | acknowledge that the Pledgor is not allowed to sell, assign or otherwise dispose of any or all of the Shareholder Interest credited to the Financial Securities Account other than in accordance with the Agreement, and undertake not to debit from the Financial Securities Account any Shareholder Interest credited on the Financial Securities Account from time to time, except as otherwise provided for in the Finance Documents and in the Agreement; and |
21.
7/ | agree, upon instruction of the Security Agent, to sign all documents and take all action to render effective, and to record in the Companys shareholder register (registre de mouvements de titres) and the shareholders accounts registry (comptes dactionnaires), the transfer of Financial Instruments to it following an enforcement of the Pledge for the benefit of the Beneficiaries. |
In two (2) original copies
as Account Holder
22.
To: | NATIXIS | |
in its capacity as Security Agent |
1/ | hereby confirm the opening and constitution of a pledge over special bank accounts, the references of which are the following: (i) with respect to Aquitaine Rhône Gaz, Bank Account N°30007 99999 3N019091001 88 open in the name of the Pledgor as provided in the concerned Statement of Pledge and (ii) with respect to Gaz Energie Distribution, Bank Account N°30007 99999 3N019091002 85 open in the name of the Pledgor as provided in the concerned Statement of Pledge; and |
2/ | acknowledge that the Pledgor is not allowed to assign or otherwise dispose of any or all of the monies credited to the Bank Accounts other than in accordance with the terms of the financial securities account pledge agreement dated 16 March 2011 and entered into, inter alios, between ANTARGAZ as Pledgor, NATIXIS as Security Agent, the Beneficiaries, and us as Bank Accounts Holder (the Agreement), and referred to in the Statement of Pledge. |
In two (2) original copies
as Bank Accounts Holder
23.
LIST OF LENDERS AND COMMITMENTS
Revolving | ||||
Commitment (EUR) | ||||
Banque Palatine | 1 400 000 | |||
Barclays Bank Plc | 3 800 000 | |||
Banco Bilbao Vizcaya Argentaria | 1 900 000 | |||
BNP Paribas | 5 700 000 | |||
Bred Banque Populaire | 1 900 000 | |||
Caisse Régionale de Crédit Agricole Mutuel de Paris et dIle de France | 2 000 000 | |||
Crédit du Nord | 1 900 000 | |||
Crédit Lyonnais SA | 5 700 000 | |||
Banque Commerciale pour le Marché de lEntreprise | 3 800 000 | |||
Crédit Suisse International | 1 900 000 | |||
HSBC France | 1 900 000 | |||
ING Belgium SA, Succursale en France | 3 800 000 | |||
Natixis | 4 300 000 | |||
40 000 000 | ||||
24.
FORM OF NOTICE
To: | NATIXIS | |
in its capacity as Bank Accounts Holder | ||
Copy to: | AQUITAINE RHONE GAZ and GAZ ENERGIE DISTRIBUTION | |
in their capacity as Account Holders | ||
Copy to: | ANTARGAZ | |
in its capacity as Pledgor |
as Security Agent
25.