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Axalta Coating Systems Ltd. – IPO: ‘S-1’ on 8/20/14 – EX-10.24

On:  Wednesday, 8/20/14, at 5:06pm ET   ·   Accession #:  1193125-14-315910   ·   File #:  333-198271

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/25/14   ·   Latest:  ‘S-1/A’ on 8/10/15   ·   8 References:   By:  Axalta Coating Systems Ltd. – ‘10-K’ on 2/15/24 for 12/31/23 By:  Axalta Coating Systems Ltd. – ‘10-K’ on 2/16/23 for 12/31/22 By:  Axalta Coating Systems Ltd. – ‘10-K’ on 2/18/22 for 12/31/21 By:  Axalta Coating Systems Ltd. – ‘10-K’ on 2/18/21 for 12/31/20 By:  SEC – ‘UPLOAD’ on 11/4/14 By:  SEC – ‘UPLOAD’ on 10/21/14 By:  SEC – ‘UPLOAD’ on 10/9/14 By:  SEC – ‘UPLOAD’ on 9/17/14 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/20/14  Axalta Coating Systems Ltd.       S-1                   69:14M                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   2.71M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    701K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     53K 
                          Liquidation or Succession                              
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    708K 
12: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     46K 
13: EX-4.11     Instrument Defining the Rights of Security Holders  HTML    740K 
14: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     33K 
15: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     43K 
16: EX-4.15     Instrument Defining the Rights of Security Holders  HTML     36K 
17: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     55K 
18: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     35K 
19: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     35K 
20: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     34K 
21: EX-4.20     Instrument Defining the Rights of Security Holders  HTML     47K 
 5: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     33K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     43K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     36K 
 8: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     55K 
 9: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     34K 
10: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     34K 
11: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     33K 
22: EX-10.1     Material Contract                                   HTML   1.00M 
31: EX-10.10    Material Contract                                   HTML    179K 
32: EX-10.11    Material Contract                                   HTML     55K 
33: EX-10.12    Material Contract                                   HTML     70K 
34: EX-10.13    Material Contract                                   HTML     76K 
35: EX-10.14    Material Contract                                   HTML    102K 
36: EX-10.15    Material Contract                                   HTML    138K 
37: EX-10.16    Material Contract                                   HTML    144K 
38: EX-10.17    Material Contract                                   HTML     70K 
39: EX-10.18    Material Contract                                   HTML     57K 
40: EX-10.19    Material Contract                                   HTML     71K 
23: EX-10.2     Material Contract                                   HTML     26K 
41: EX-10.20    Material Contract                                   HTML    125K 
42: EX-10.21    Material Contract                                   HTML    111K 
43: EX-10.22    Material Contract                                   HTML    109K 
44: EX-10.23    Material Contract                                   HTML    114K 
45: EX-10.24    Material Contract                                   HTML    114K 
46: EX-10.25    Material Contract                                   HTML    116K 
47: EX-10.26    Material Contract                                   HTML    122K 
48: EX-10.27    Material Contract                                   HTML    100K 
49: EX-10.28    Material Contract                                   HTML    101K 
50: EX-10.29    Material Contract                                   HTML    110K 
24: EX-10.3     Material Contract                                   HTML     78K 
51: EX-10.30    Material Contract                                   HTML    111K 
52: EX-10.31    Material Contract                                   HTML    121K 
53: EX-10.32    Material Contract                                   HTML    110K 
54: EX-10.33    Material Contract                                   HTML    111K 
55: EX-10.34    Material Contract                                   HTML     61K 
56: EX-10.35    Material Contract                                   HTML     60K 
57: EX-10.36    Material Contract                                   HTML     86K 
58: EX-10.37    Material Contract                                   HTML     87K 
59: EX-10.38    Material Contract                                   HTML     75K 
60: EX-10.39    Material Contract                                   HTML    167K 
25: EX-10.4     Material Contract                                   HTML    130K 
61: EX-10.40    Material Contract                                   HTML    160K 
62: EX-10.41    Material Contract                                   HTML    110K 
63: EX-10.42    Material Contract                                   HTML    104K 
64: EX-10.43    Material Contract                                   HTML    163K 
65: EX-10.44    Material Contract                                   HTML    155K 
66: EX-10.45    Material Contract                                   HTML    111K 
67: EX-10.46    Material Contract                                   HTML    105K 
26: EX-10.5     Material Contract                                   HTML    138K 
27: EX-10.6     Material Contract                                   HTML     31K 
28: EX-10.7     Material Contract                                   HTML     31K 
29: EX-10.8     Material Contract                                   HTML     95K 
30: EX-10.9     Material Contract                                   HTML     80K 
68: EX-21.1     Subsidiaries of the Registrant                      HTML     22K 
69: EX-23.2     Consent of Experts or Counsel                       HTML     18K 

Exhibit 10.24

EXECUTION VERSION

SPIES HECKER GMBH

as Assignor

and

BARCLAYS BANK PLC

as Collateral Agent

GLOBAL ASSIGNMENT AGREEMENT

(Globalabtretung)

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS Ÿ SITZ: FRANKFURT AM MAIN Ÿ AG FRANKFURT AM MAIN PR 1000

CONTENTS

- i -

This GLOBAL ASSIGNMENT AGREEMENT (the “Agreement”) is made on 29 July 2013

BETWEEN:

WHEREAS:

- 2 -

NOW IT IS HEREBY AGREED as follows:

In this Agreement:

“Administrative Agent” means Barclays Bank PLC in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Agents” means the Administrative Agent, the Bank Collateral Agent, the Arrangers, the Syndication Agents, the Co-Documentation Agents and the Supplemental Agents (if any) and “Agent” means any of them.

“Ancillary Rights” means all present and future, actual and contingent rights and claims (including monetary claims for damages) arising out of the underlying contractual or other relationship under which the Receivables are created, including but not limited to, unilateral rights (Gestaltungsrechte) of the Assignor.

“Authorisation” means the authorisation granted by the Collateral Agent to the

Assignor pursuant to Clause 9 hereof.

- 3 -

“Borrower Representative” means the U.S. Co-Borrower as the entity appointed to act on behalf of any Borrower under the Loan Documents.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any Loan Party.

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or an Agent or an affiliate of a Lender or an Agent, (ii) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of such date or within 30 days thereafter, a Lender or an Agent or an affiliate of a Lender or an Agent and a party to a Cash Management Agreement or (iii) within 30 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender or an Agent or an affiliate of a Lender or an Agent, in each case, in its capacity as a party to such Cash Management Agreement.

“Closing Date” means 1 February 2013.

“Customer Receivables” means all present and future, actual and contingent receivables governed by German law of the Assignor against all clients, purchasers, suppliers, lessees or licensees or any of them (including members of the Group) originating from the leasing, licensing or other supply of goods and/or services (including the renting of properties or licensing of intellectual property rights) by or to the Assignor including but not limited to those specified in Schedule 2 and Schedule 3, respectively, provided that some of the receivables as listed in such Schedule 2 may also be owned by Spies Hecker GmbH, and which are also identified in Schedule 3 (Lists of Customer Receivables Part 1 and Part 2).

“Enforcement Event” means the occurrence of an Event of Default that has not been cured or waived and, in respect of which the Bank Collateral Agent and/or the Notes Collateral Agent has the ability, subject to the delivery to the relevant companies of an Enforcement Notice, if required (provided that, notwithstanding anything to the contrary herein, no Enforcement Notice shall be required if the Enforcement Event resulted from the occurrence of an Event of Default in connection with the occurrence of an actual or deemed entry of an order for relief with respect to any bankruptcy or insolvency law, in each case that is continuing), to exercise any of its/their rights under the Credit Agreement and/or the EUR Notes Indenture in accordance with their respective terms, including to declare all unpaid amounts of indebtedness (or other obligations) incurred under the Credit Agreement and/or the EUR Notes Indenture immediately due and payable and, in the case of the Bank Collateral Agent under the Credit Agreement, to declare the commitments to make loans or issue letters of credit thereunder to be terminated.

“Enforcement Notice” means a notice by the Bank Collateral Agent and/or the Notes Collateral Agent informing the relevant company that the Bank Collateral Agent and/or the Notes Collateral Agent intends to exercise rights under the Credit Agreement and/or the EUR Notes Indenture to declare all unpaid amounts of indebtedness (or other obligations) incurred under the Credit Agreement and/or the EUR Notes Indenture immediately due and payable and, in the case of the Bank Collateral Agent under the Credit Agreement, to declare the commitments to make loans or issue letters of credit thereunder to be terminated or to require cash collateralization of any obligations relating to letters of credit issued under facilities under the Credit Agreement, in each case in accordance with the Credit Agreement and/or the EUR Notes Indenture, as applicable.

- 4 -

“EUR Notes Documents” means the Secured Notes, the EUR Notes Indenture, any guarantees in respect of the Secured Notes, any security documents relating to the EUR Notes Indenture and/or the Secured Notes and any other document that may be entered into pursuant to any of the foregoing in relation to the Secured Notes.

“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the EUR Notes Indenture.

“Group” means Axalta Coating Systems Dutch Holding A B.V. (formerly Flash Dutch 1 B.V.) and its direct or indirect subsidiaries (Tochtergesellschaften).

“Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or an Agent or an affiliate of a Lender or an Agent, (ii) within 30 days after the time it enters into a Swap Contract, becomes a Lender or an Agent or an affiliate of a Lender or an Agent, or (iii) with respect to Swap Contracts in effect as of the Closing Date, is, as of the Closing Date or within 30 days after the Closing Date, a Lender or an Agent or an affiliate of a Lender or an Agent and a party to a Swap Contract, in each case in its capacity as party to such Swap Contract.

“Insurance Receivables” means all present and future, actual and contingent receivables of the Assignor (but, in relation to liability insurance (Haftpflichtversicherung) receivables limited to payment receivables of the Assignor only) and for the benefit of the Assignor originating from insurance contracts entered into by the Assignor or by an affiliated company of the Assignor for the benefit of the Assignor including but not limited to those arising under the insurance contracts specified in Schedule 4 (List of Existing Insurance Contracts) and excluding any rights and claims of the Assignor under any fire insurance and under any liability insurance (Haftpflichtversicherung).

“Intercompany Loan Receivables” means all present and future, actual and contingent receivables of the Assignor against any member of the Group arising under or in connection with intercompany loans (including intercompany loans resulting from any cash pool arrangements) including but not limited to the receivables arising under the intercompany loans specified in Schedule 5 (List of Existing Intercompany Loans).

“L/C Issuer” means (i) Barclays Bank PLC and Citibank N.A. in their capacity as issuers of any letter of credit under the Credit Agreement and (ii) any other Lender issuing a letter of credit under the Credit Agreement.

“Lenders” means the Original Lenders, any entity which has become a lender under the Credit Agreement and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” means the Credit Agreement, the Intercreditor Agreement, the Holdings Guaranty Agreement, the Subsidiary Guaranty Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any fee letters relating to the Credit Agreement, any security documents relating to the Credit Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the

Credit Agreement.

- 5 -

“Loan Finance Parties” means the Lenders (including in their capacity as issuing bank(s), hedge banks and/or cash management banks under the Credit Agreement), the L/C Issuer, the Swing Line Lenders, the Administrative Agent, the Bank Collateral Agent, any Hedge Bank and any Cash Management Bank.

“Loan Parties” means the Borrowers, the Current Loan Guarantors and any entity which may accede to the Subsidiary Guaranty Agreement as an additional guarantor by entering into a subsidiary guaranty supplement under the Subsidiary Guaranty Agreement and “Loan Party” means any of them.

“Notes Collateral Agent” means Wilmington Trust, National Association in its capacity as collateral agent under the EUR Notes Indenture and any successor appointed as collateral agent under the EUR Notes Indenture.

“Notes Parties” means the Issuers and the Current EUR Notes Guarantors and any entity which may become an additional guarantor under the EUR Notes Indenture and “Notes Party” means any of them.

“Notes Secured Parties” means the Secured Noteholders, the Notes Collateral Agent and the Notes Trustee.

“Notes Trustee” means Wilmington Trust, National Association in its capacity as trustee under the EUR Notes Indenture and any successor appointed as trustee under the EUR Notes Indenture.

“Obligors” means the Loan Parties and the Notes Parties.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Receivables” means collectively:

“Secured Documents” means the Loan Documents and the EUR Notes Documents.

“Secured Noteholders” means any registered holders, from time to time, of the Secured Notes, and “Secured Noteholder” means any of them.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank, except for any such Cash Management Agreement designated in writing by the

- 6 -

Borrower Representative to the Administrative Agent as an “unsecured cash management agreement” as of the Closing Date or, if later, as of the time of entering into such Cash Management Agreement.

“Secured Hedge Agreement” means any Swap Contract permitted under the Credit Agreement that is entered into by and between any Loan Party and any Hedge Bank, except for any such Swap Contract designated in writing by the Borrower Representative to the Administrative Agent as an “unsecured hedge agreement” as of the Closing Date or, if later, as of the time of entering into such Swap Contract.

“Secured Obligations” means any and all obligations (present and future, actual and contingent) which are (or are expressed to be) or become owing by the Obligors (or any of them) to the Secured Parties or any of them under or in connection with the Secured Documents. The Secured Obligations shall include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“Secured Parties” means the Loan Finance Parties and the Notes Secured Parties.

“Supplemental Agent” means any individual or institution selected and appointed by the Administrative Agent and the Collateral Agent as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co- agent, as applicable, in relation to the Credit Agreement.

“Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any international foreign exchange master agreement, or any other master agreement, including any obligations or liabilities under any such master agreement.

“Swing Line Lender” means Barclays Bank PLC in its capacity as provider of swing line loans in relation to the Credit Agreement and any successor appointed as a swing line lender under the Credit Agreement.

In this Agreement:

- 7 -

The Receivables are assigned to the Collateral Agent together with all accessory security rights (akzessorische Sicherheiten) and ancillary rights (Neben-, Hilfs- und Vorzugsrechte) pursuant to (including by way of analogy) Section 401 of the German Civil Code (Bürgerliches Gesetzbuch). In case of security rights and ancillary rights pertaining to the Receivables and which are not assigned and transferred to the Collateral Agent by operation of law pursuant to Section 401 of the German Civil Code (the “Independent Ancillary Rights”), the Collateral Agent may request at any time and at its sole discretion the assignment and/or transfer (as the case may be) of such Independent Ancillary Rights.

The assignment hereunder is constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations. The assignment shall also cover any future extension of the Secured Obligations and the Assignor herewith expressly agrees that the assignment shall secure the Secured Obligations as extended or increased from time to time (including, for the avoidance of doubt, any Incremental Facilities).

- 8 -

- 9 -

If payments in respect of the Receivables are made by check or bill of exchange, the ownership in the documents shall pass to the Collateral Agent upon the Assignor acquiring such ownership, and the Assignor hereby assigns to the Collateral Agent, who accepts the assignment, in advance any of its rights arising there from as security for the Secured Obligations. Physical delivery of checks and bills of exchange to the Collateral Agent shall be replaced by an undertaking of the Assignor to hold such checks and bills of exchange in gratuitous custody (unentgeltliche Verwahrung) as direct possessor (unmittelbarer Besitzer) in the meaning of Section 868 of German Civil Code (Bürgerliches Gesetzbuch) for the Collateral Agent (Besitzmittlungsverhältnis) or, if the Assignor does not obtain actual possession of such documents, the Assignor hereby assigns to the Collateral Agent in advance all of its claims for delivery thereof against third parties as security for the Secured Obligations. The Collateral Agent accepts such assignment.

The Assignor is authorised by the Collateral Agent to deal with (verfügen über) (including to collect (einziehen)) the Receivables and any checks and bills of exchange referenced in Clause 8 (Checks and Bills of Exchange) above in its own name and for its own account in the ordinary course of business and in any way not prohibited under the Secured Documents. The Assignor shall in doing so act with the care of a prudent businessman (Sorgfalt eines ordentlichen Kaufmanns). After the occurrence and during the continuation of an Enforcement Event the Collateral Agent may limit the Authorisation or impose conditions for the exercise of the Authorisation or revoke the Authorisation.

- 10 -

- 11 -

“Net Assets” means an amount equal to the sum of the amounts of the Assignor’s (or, in the case of a GmbH & Co. KG, its general partner’s) assets (consisting of all assets which correspond to the items set forth in section 266 paragraph 2 A, B, C, D and E of the German Commercial Code (Handelsgesetzbuch – “HGB”)) less the aggregate amount of the Assignor’s (or, in the case of a GmbH & Co. KG, its general partner’s) liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 paragraph 3 B, C, D and E HGB), save that any obligations (Verbindlichkeiten) of the Assignor (and, in the case of a GmbH & Co. KG, of its general partner)

shall be disregarded.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Assignor (or, in the case of a GmbH & Co. KG, its general partner) in the preparation of its most recent annual balance sheet (Jahresbilanz).

“Protected Capital” means in relation to the Assignor the aggregate amount of:

“Up-stream and/or Cross-stream Security” means the security created hereunder (which, for the purpose of this Clause 11 (Limitations on Enforcement), shall also include any other obligation of the Assignor to reimburse costs or pay indemnities under or in connection with any Secured Document) if and to the extent the security

- 12 -

created hereunder secures the obligations of a Loan Party and/or Notes Party which is a shareholder of the Assignor (and/or, in the case of a GmbH & Co. KG, of its general partner) or an affiliated company (verbundenes Unternehmen) of such shareholder within the meaning of section 16, 17 or 18 of the German Stock Corporation Act (Aktiengesetz) (other than the Assignor and its subsidiaries and, in the case of a GmbH & Co. KG, the general partner and its subsidiaries), provided that it shall not constitute an Up-stream or Cross-stream Security if and to the extent the security created hereunder secures amounts outstanding under any Secured Document in relation to any financial accommodation made available under such Secured Document to any Borrower and/or any of the Issuers and on-lent to, or issued for the benefit of, the Assignor or any of its subsidiaries (and, where the relevant Assignor is a GmbH & Co. KG, to, or for the benefit of, its general partner or any of its subsidiaries) and still outstanding from time to time.

This Clause 11 (Limitation on Enforcement) applies if and to the extent the security created hereunder is an Up-stream and/or Cross-stream Security.

- 13 -

- 14 -

The Assignor represents and warrants to the Collateral Agent by way of an independent guarantee (selbständiges Garantieversprechen) that:

During the term of this Agreement, the Assignor undertakes to the Collateral Agent:

- 15 -

The Assignor, by way of security for its obligations under this Agreement, irrevocably appoints the Collateral Agent to be its attorney (Stellvertreter) to do anything which the Assignor is required to do under this Agreement but has failed to do (and the Collateral Agent may delegate that power on such terms as it sees fit). For this purpose the Assignor relieves the Collateral Agent from the restrictions set out in Section 181 of the German Civil Code. The Collateral Agent shall only be able to exercise this power of attorney upon the occurrence of an Enforcement Event which has not been cured or waived and upon notice to the Assignor in accordance with the Credit Agreement and/or EUR Notes Indenture.

- 16 -

Changes and amendments to this Agreement including this Clause 19 shall be made in writing.

- 17 -

- 18 -

- 19 -

SIGNATURE PAGE

This Global Assignment Agreement has been entered into on the date stated at the beginning by:

- 20 -

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  Axalta Coating Systems Ltd.       10-K       12/31/23  135:16M
 2/16/23  Axalta Coating Systems Ltd.       10-K       12/31/22  134:18M
 2/18/22  Axalta Coating Systems Ltd.       10-K       12/31/21  136:18M
 2/18/21  Axalta Coating Systems Ltd.       10-K       12/31/20  136:19M
11/04/14  SEC                               UPLOAD¶    10/06/17    1:39K  Axalta Coating Systems Ltd.
10/21/14  SEC                               UPLOAD¶    10/06/17    1:136K Axalta Coating Systems Ltd.
10/09/14  SEC                               UPLOAD¶    10/06/17    1:173K Axalta Coating Systems Ltd.
 9/17/14  SEC                               UPLOAD¶    10/06/17    1:209K Axalta Coating Systems Ltd.