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As Of Filer Filing For·On·As Docs:Size 10/30/19 Zebra Technologies Corp 10-Q 9/28/19 84:10M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.12M
2: EX-10.1 Material Contract HTML 54K
3: EX-10.2 Material Contract HTML 1.12M
4: EX-10.3 Material Contract HTML 267K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
69: R1 Cover HTML 76K
45: R2 Consolidated Balance Sheets HTML 122K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
61: R4 Consolidated Statements of Operations HTML 97K
68: R5 Consolidated Statements of Comprehensive Income HTML 42K
44: R6 Consolidated Statements of Stockholders' Equity HTML 95K
17: R7 Consoldated Statements of Cash Flows HTML 121K
59: R8 Description of Business and Basis of Presentation HTML 30K
70: R9 Significant Accounting Policies HTML 51K
81: R10 Revenues HTML 77K
56: R11 Inventories HTML 32K
31: R12 Business Acquisitions HTML 65K
40: R13 Fair Value Measurements HTML 85K
80: R14 Derivative Instruments HTML 110K
55: R15 Long-Term Debt HTML 65K
30: R16 Leases HTML 54K
39: R17 Commitments and Contingencies HTML 36K
82: R18 Income Taxes HTML 34K
54: R19 Earnings Per Share HTML 64K
16: R20 Accumulated Other Comprehensive Income (Loss) HTML 76K
42: R21 Accounts Receivable Factoring HTML 28K
73: R22 Segment Information & Geographic Data HTML 81K
63: R23 Significant Accounting Policies (Policies) HTML 66K
15: R24 Significant Accounting Policies (Tables) HTML 44K
41: R25 Revenues (Tables) HTML 68K
72: R26 Inventories (Tables) HTML 34K
62: R27 Business Acquisitions (Tables) HTML 54K
14: R28 Fair Value Measurements (Tables) HTML 83K
43: R29 Derivative Instruments (Tables) HTML 100K
36: R30 Long-Term Debt (Tables) HTML 50K
27: R31 Leases (Tables) HTML 53K
57: R32 Commitments and Contingencies (Tables) HTML 34K
83: R33 Earnings Per Share (Tables) HTML 62K
37: R34 Accumulated Other Comprehensive Income (Loss) HTML 71K
(Tables)
28: R35 Segment Information & Geographic Data (Tables) HTML 83K
58: R36 Significant Accounting Policies - Impact of HTML 40K
Adoption of ASC 842 to Consolidated Balance Sheet
(Details)
84: R37 Revenues - Disaggregation of Revenue By Product HTML 41K
Category And Segment (Details)
35: R38 Revenues - Remaining Performance Obligation HTML 31K
(Details)
29: R39 Revenues - Narrative (Details) HTML 34K
48: R40 Inventories (Details) HTML 34K
20: R41 Business Acquisitions - Narrative (Details) HTML 74K
64: R42 Business Acquisitions - Preliminary Purchase Price HTML 57K
Allocation to Assets Acquired and Liabilities
Assumed (Details)
74: R43 Business Acquisitions - Preliminary Purchase Price HTML 42K
Allocation to Intangible Assets Acquired (Details)
49: R44 Fair Value Measurements (Details) HTML 61K
21: R45 Derivative Instruments - Schedule of Derivative HTML 52K
Assets and Liabilities (Details)
65: R46 Derivative Instruments - (Loss) Gain Recognized In HTML 34K
Income (Details)
75: R47 Derivative Instruments - Additional Information HTML 50K
(Details)
47: R48 Derivative Instruments - Notional Values and Net HTML 40K
Fair Value of Outstanding Contracts (Details)
23: R49 Long-Term Debt - Summary of Carrying Value of Debt HTML 49K
(Details)
26: R50 Long-Term Debt - Future Maturities of Long-Term HTML 44K
Debt (Details)
33: R51 Long-Term Debt - Additional Information (Details) HTML 31K
79: R52 Long-Term Debt - Credit Facilities (Details) HTML 72K
51: R53 Long-Term Debt - Receivable Financing Facility HTML 43K
(Details)
25: R54 Leases - Additional Information (Details) HTML 29K
32: R55 Leases - Activities Associated with Operating HTML 35K
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78: R56 Leases - Future Minimum lease Payments Under HTML 46K
Non-cancellable Leases (Details)
50: R57 Commitments and Contingencies - Summary of Accrued HTML 32K
Warranty Obligation (Details)
24: R58 Income Taxes (Details) HTML 45K
34: R59 Earnings Per Share - Computation of Earnings Per HTML 50K
Share (Details)
77: R60 Earnings Per Share - Additional Information HTML 25K
(Details)
67: R61 Accumulated Other Comprehensive Income (Loss) HTML 54K
(Details)
19: R62 Accounts Receivable Factoring (Details) HTML 26K
46: R63 Segment Information & Geographic Data - Additional HTML 24K
Information (Details)
76: R64 Segment Information & Geographic Data - Financial HTML 39K
Information by Segments (Details)
66: R65 Segment Information & Geographic Data - Geographic HTML 35K
Data for Net Sales (Details)
22: R9999 Uncategorized Items - zbra-20190928x10q.htm HTML 25K
38: XML IDEA XML File -- Filing Summary XML 145K
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52: EXCEL IDEA Workbook of Financial Reports XLSX 78K
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71: JSON XBRL Instance as JSON Data -- MetaLinks 307± 444K
60: ZIP XBRL Zipped Folder -- 0000877212-19-000034-xbrl Zip 506K
| Exhibit |
1 | DEFINITIONS
AND INTERPRETATION 1 |
2 | THE AGREEMENT 13 |
3 | CONDITIONS PRECEDENT 13 |
4 | PURCHASE
OF RECEIVABLES 14 |
5 | APPROVED DEBTORS 16 |
6 | COMPANY AS AGENT OF BNPP 17 |
7 | REPURCHASE
OF PURCHASED RECEIVABLES AT OPTION OF COMPANY 18 |
8 | FEES 20 |
9 | PAYMENTS 20 |
10 |
11 | REPRESENTATIONS AND WARRANTIES 21 |
12 | UNDERTAKINGS 23 |
13 | TERM
AND TERMINATION 25 |
14 | RECOVERY OF VALUE ADDED TAX 25 |
15 |
16 | NO
BNPP LIABILITY FOR CONTRACT 26 |
17 |
18 | DUTIES AND TAXES 29 |
19 | CALCULATIONS 29 |
20 | CONSEQUENCES
OF A TERMINATION EVENT 29 |
21 | REPLACEMENT OF SCREEN RATE 30 |
22 | Review of Applicable Margin 31 |
23 |
(1) | ZEBRA
TECHNOLOGIES EUROPE LIMITED a company registered in England and Wales with number 02881068 whose registered office is at Dukes Meadow, Millboard Road, Bourne End, Buckinghamshire SL8 5XF ("Company"); and |
(2) | BNP PARIBAS COMMERCIAL FINANCE LIMITED, a company registered in England and Wales with number 02713317, whose registered office is at Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS, United Kingdom ("BNPP"). |
1 | DEFINITIONS AND INTERPRETATION |
1.1 | Definitions |
(a) | in relation to any Audit undertaken in the United Kingdom or the European Union, £750 per person per day plus reasonable expenses; and |
(b) | in
relation to any Audit undertaken in the United States, a fee separately agreed between the Company and BNPP prior to the commencement of such Audit. |
(a) | the Original Amount of which (when aggregated with the amounts of all other outstanding Purchased Receivables owing by the same Debtor) does not exceed any applicable Protected Limit; |
(b) | in
respect of which the Company is not in breach of any obligation under this Agreement. |
(a) | for
the period commencing on the Commencement Date and ending on the date 6 months after the Commencement Date (Initial Period): |
(i) | for Receivables denominated in GBP: 75 days; |
(ii) | for Receivables denominated in USD: 53 days; |
(iii) | for
Receivables denominated in EUR: 40 days; and |
(b) | for the period commencing on the day after the expiry of the Initial Period and ending on the date 6 months after the expiry of the Initial Period and thereafter for each subsequent 6 month period (each a DSO Calculation Period), for Receivables denominated in each Approved Currency: |
A
= | the average of the end of the month sales ledger balances for the immediately preceding DSO Calculation Period (or, in the case of the first DSO Calculation Period, the Initial Period) in respect of all Purchased Receivables denominated in that Approved Currency (on an aggregated basis) |
B = | the aggregate of cleared payments received by BNPP for all Purchased Receivables denominated in that Approved Currency (on an aggregated basis) during the immediately preceding DSO Calculation Period (or, in the case of the first DSO Calculation Period, the Initial Period) used to calculate A |
C
= | the number of days during the immediately preceding DSO Calculation Period (or, in the case of the first DSO Calculation Period, the Initial Period) used to calculate A |
(a) | which is owed to the Company by the Debtor under a Contract and which, immediately prior to its sale
to BNPP, is legally and beneficially owned by the Company; |
(b) | which is evidenced by an Invoice which (i) was properly issued pursuant to the Contract and complies with all applicable laws and regulations relating to value added tax and similar taxes, (ii) shows on the face of such Invoice a Maturity Date falling no more than 90 days after the date of such Invoice and (iii) directs the Debtor to pay into the Company Account; |
(c) | which
is freely assignable; |
(d) | which is the legal, valid and binding payment obligation of the Debtor in the relevant Original Amount and constitutes an amount due and payable by the Debtor in full on the relevant Maturity Date; |
(e) | which is Credit Approved and which does not exceed any applicable Protected Limit; |
(f) | in
respect of which the Debtor has not claimed any right of set-off or counterclaim or right to avoid, reduce, withhold, delay or deny liability for payment; |
(g) | which is owing by the Debtor which is neither Insolvent nor the subject of Insolvency Proceedings; |
(h) | which is free from any restrictions or prohibitions imposed by the Debtor and which is not subject to any prior sale, assignment or transfer or any Security Interest or
Permitted Security Interest; |
(i) | which arises solely from the Contract and transactions entered into in the ordinary course of the Company’s trading business; and |
(j) | which is denominated
in an Approved Currency. |
(a) | the applicable Screen Rate; or |
(b) | (if no Screen Rate is available) the arithmetic mean of the rates (rounded upwards to four decimal places) at which BNPP was offering deposits for the relevant
period in an amount comparable to the Purchased Receivable or overdue amount in euro to lending banks in the London interbank market, |
(a) | this Agreement; |
(b) | each Purchase Request; |
(c) | each
Notice of Assignment and acknowledgement thereof given or to be given in connection with this Agreement; |
(d) | the Agency Agreement and Protected Limit Guidelines; |
(e) | the Deed of Guarantee; and |
(a) | a distress, attachment, execution, sequestration, diligence or other legal process is levied, enforced or sued out on or against all or any part of the assets of that person; or |
(b) | a
notice of intention to appoint an Administrator, liquidator, receiver, administrative receiver, compulsory manager, or other similar officer being filed or served, or a resolution to the same effect being passed; or |
(c) | a petition for, or an order for the winding-up administration, company reconstruction or bankruptcy of a person is made; or |
(d) | a moratorium pursuant to section 1A of and schedule A1 to the Insolvency Act 1986
or pursuant to paragraph 1A of schedule 1 to the Insolvent Partnerships Order 1994 is established; or |
(e) | a corporate action, legal proceedings or other procedure or step is taken for the suspension of payments or a moratorium of any indebtedness; or |
(f) | any petition or proposal is presented or a meeting is convened with a view to the rehabilitation, administration,
receivership, custodianship, liquidation, bankruptcy, company reconstruction, winding-up or dissolution of that person (other than for the purpose of an amalgamation or reconstruction whilst solvent), or any other insolvency proceedings involving that person; or |
(g) |
(a) | it is insolvent within the terms of the Insolvency Act 1986 or it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts or to be insolvent, or admits its inability to pay its debts as they fall due; or |
(b) | it ceases to trade or notifies the Company or BNPP
of its intention to cease to trade or the Company or BNPP otherwise becomes aware of such intention through a source reasonably considered by BNPP to be reliable; or |
(c) | it is subject to Insolvency Proceedings; or |
(a) | the applicable Screen Rate; or |
(b) | (if
no Screen Rate is available) the arithmetic mean of the rates (rounded upwards to four decimal places) at which BNPP was offering deposits for the |
IA | = | the Original Amount of such Receivable (less (a) any Dilutions then due and not previously taken into account and (b) the Administration Fee) |
X | = | the prevailing DSO on the Purchase Date of such
Purchased Receivable plus 5 days |
Y | = | 360 days (unless otherwise agreed in writing between BNPP and the Company) |
Z | = | the rate per annum which is the sum of the Applicable Margin plus, in the case of a Receivable denominated in sterling or US dollars, LIBOR or, in the case of a Receivable denominated in euro, EURIBOR, for X |
(a) | any of the representations of the Company set out in clause 11.9 (Receivables Representations) being or proving to
have been untrue on any date made or deemed to be made; |
(b) | the Debtor not making payment of all or part of any Purchased Receivable based on a right of set-off or counterclaim or a right to avoid, reduce, withhold, delay or deny liability for payment which the Debtor raises against the Company for non-performance by the Company of its obligations under the Contract; |
(c) | the
Company being in material breach of its obligations under clause 12(c) and, where capable of remedy, has failed to remedy such breach within 5 Business Days of being notified of such breach by BNPP or otherwise becoming aware of such breach; |
(d) | the Contract in respect of a Purchased Receivable is cancelled or terminated with effect from a date prior to the Maturity Date of that Purchased Receivable; or |
(e) | the
Debtor, any part of a Purchased Receivable or the Contract in respect of a Purchased Receivable is the subject of any action or measure administered by: |
(i) | any applicable sanctions authority; or |
(ii) | any applicable governmental or regulatory authority, |
(a) | any rights of the
Company as an unpaid vendor or provider of services under the Contract giving rise to that Receivable, including the right to rescind or terminate such Contract and/or accept a return of the goods sold under it; |
(b) | the benefit of all insurances applicable to that Receivable; |
(c) | all
negotiable and non-negotiable instruments, all securities, bonds, guarantees and indemnities held for or on account of that Receivable; and |
(d) | the financial records pertaining to that Receivable. |
(a) | its Original Jurisdiction; and |
(b) | any
jurisdiction where it conducts its business. |
(a) | in
relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed |
(b) | in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets
Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters) page which displays that rate), |
(a) | which
is controlled, directly or indirectly by the first-mentioned company or corporation; or |
(b) | more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or |
(c) | which is a subsidiary of another subsidiary of the first mentioned company or corporation, |
(a) | the final Business Day of the Minimum Period or, if applicable,
the Extended Minimum Period; and |
(b) | the Business Day on which this Agreement is validly terminated pursuant to clause 20 (Consequences of a Termination Event). |
(a) | any
representation or warranty made by an Obligor under any Finance Document (other than any representation or warranty made by the Company in accordance with Clause 11.9 (Receivables Representations)) not being or proving not to have been true and accurate when made or deemed to be made and is not remedied (if capable of remedy) within 10 Business Days of the earlier of (i) BNPP giving notice to the relevant Obligor and (ii) an Obligor becoming aware of the failure to comply with such representation or warranty; |
(b) | an
Obligor commits a breach of any of its obligations under any Finance Document where such breach has an adverse effect on BNPP’s interests in any Purchased Receivable or under the Finance Documents; |
(c) | an administration order is made under the Insolvency Act 1986 in relation to the Company; |
(d) | any Obligor becomes Insolvent; |
(e) | any
Obligor becomes subject to Insolvency Proceedings or anything analogous to or having a substantially similar effect occurs under the laws of any Relevant Jurisdiction, save for such Insolvency Proceedings which the relevant Obligor demonstrates to the reasonable satisfaction of BNPP to be frivolous, vexatious or an abuse of process which it is contesting in good faith and is, in any event, discharged within 21 days; |
(f) | a Senior Event of Default occurs and is continuing and a notice delivered to the Parent by the Senior Agent pursuant to section 7.01 of the Senior Facilities Agreement. |
1.2 | Construction |
(a) | Unless
a contrary indication appears, a reference in this Agreement to: |
(i) | BNPP, the Company, the Parent, Debtor, any Party, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents; |
(ii) | a
document in agreed form is a document which is previously agreed in writing by or on behalf of the Company and BNPP or, if not so agreed, is in the form specified by BNPP; |
(iii) | assets includes present and future properties, revenues and rights of every description; |
(iv) | a Finance
Document or any other agreement or instrument is a reference to that Finance Document or transaction document or other agreement or instrument as amended, novated, supplemented, extended or restated; |
(v) | a group of BNPP includes BNPP; |
(vi) | indebtedness includes any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or contingent; |
(vii) | a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); |
(viii) | a regulation includes
any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; |
(ix) | a provision of law is a reference to that provision as amended or re- enacted; and |
(x) | a time
of day is a reference to London time. |
(b) | Section, clause and Schedule headings are for ease of reference only. |
(c) | Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. |
(d) | A
default (including a Termination Event) is continuing if it has not been remedied to the satisfaction of BNPP (acting reasonably) or waived in writing by BNPP. |
1.3 | Currency symbols and definitions |
2 | THE AGREEMENT |
3 | CONDITIONS
PRECEDENT |
3.1 | The Company may, from time to time, deliver a Purchase Request to BNPP if and only if: |
(a) | BNPP has received all of the documents and other evidence listed in Schedule 2
in form and substance satisfactory to it; and |
(b) | no Recourse Event or Termination Event has occurred and is continuing. |
3.2 | The Company will, following the Commencement Date, deliver Purchase Requests to BNPP in relation to Receivables no less frequently than once in each 14 day period, or as otherwise agreed with BNPP. |
3.3 | BNPP
may (but shall not be obliged to) make payment in respect of the Purchase Price of any Offered Receivable referred to in such Purchase Request. In any event, BNPP will only agree to make payment in respect of the Purchase Price of any such Offered Receivable if and only if: |
(a) | the conditions for the service of a Purchase Request set out in clause 3.1 are satisfied; and |
(b) | BNPP
has received no later than 12.00 noon London time 1 Business Day prior to the proposed Purchase Date a Purchase Request served in compliance with clause 3.1; and |
(c) | after the purchase by BNPP of the Offered Receivables on the proposed Purchase Date, the Original Amount of the Offered Receivables referred to in such Purchase Request when aggregated with the Original Amount that |
(d) | the proposed Purchase Date falls at least 1 Business Day after the date of the Purchase Request and before the Termination Date; and |
(e) | each of the representations and warranties set out in Clause 11
are true and correct at the time the Purchase Request is made and on the proposed Purchase Date. |
4 | PURCHASE OF RECEIVABLES |
4.1 | Protected Limits |
(a) |
(i) | establish a Protected Limit in relation to any Approved Debtor; |
(ii) | increase
any previously-established Protected Limit; or |
(iii) | reduce or cancel any established Protected Limit to take effect immediately, except that no reduction or cancellation shall affect any Purchased Receivable which has been purchased before the giving of notice to the Company of such reduction or cancellation. |
(b) | All established Protected Limits
shall automatically be cancelled and reduced to zero on the Termination Date. Notwithstanding the automatic cancellation of an established Protected Limit, the obligations of the Parties with respect to all Purchased Receivables shall remain in full force and effect. |
(c) | The Company undertakes not to disclose to any Approved Debtor or any other person the status of any Receivable as an Eligible Receivable or the amount of or absence of any Protected Limit. |
(d) | The
Company acknowledges that in establishing Protected Limits, BNPP is not acting as a credit information agency as defined in the Consumer Credit Act 2006 and that BNPP has no obligation to the Company or any other person in relation to any Protected Limit, save as expressly provided in this Agreement. |
(e) | The terms of the Agency Agreement and Protected Limit Guidelines are incorporated into this Agreement and shall form part of this Agreement provided that where a term of the Agency Agreement and Protected Limit Guidelines conflicts with any term set forth in this Agreement, the term set forth in this Agreement
shall prevail. |
4.2 | Protected Limit Threshold |
(a) | If an Offered Receivable in respect of a Debtor is (when aggregated with all other outstanding Purchased Receivables owing by the same Debtor) below the Protected Limit Threshold the Company shall not be required to apply
to |
(b) | If the Protected Limit Threshold has been exceeded or is due to be exceeded in respect of any Debt, the Company must, unless BNPP has notified
the Company that a Protected Limit has been established in respect of the Debtor to which that Debt relates, apply to BNPP for an increased Protected Limit by completing and delivering in a form acceptable to BNPP such information as BNPP may reasonably require, including but not limited to the information set forth in paragraph (b) of the Agency Agreement and Protected Limit Guidelines. |
(c) | BNPP will notify the Company of its application decision as soon as reasonably practicable but (for the avoidance of doubt) shall not be obliged
to approve such increased Protected Limit. |
(d) | If the Company holds any information in respect of any Debtor which the Company is (or should reasonably be) aware may detrimentally affect that Debtor's Protected Limit (whether below or above the Protected Limit Threshold) the Company must promptly provide such information to BNPP. |
(e) | BNPP
may at its absolute discretion, by written notice, reduce or cancel any Protected Limits at any time. Such reduction or cancellation shall be immediately effective upon the Company's receipt of the notice, except that no reduction or cancellation shall affect any Purchased Receivable which has been purchased before the giving of notice to the Company of such reduction or cancellation. |
4.3 | Purchase of Offered Receivable |
4.4 | Limited
Recourse |
4.5 | Recourse |
(a) | If
a Purchased Receivable remains unpaid by the Approved Debtor on the Maturity Date of such Purchased Receivable in whole or in part and a Recourse Event with respect to such Purchased Receivable has occurred, BNPP may, by written notice, require the Company to pay to BNPP in respect of such Purchased Receivable an amount equal to and in the same currency |
(b) | On BNPP’s unconditional receipt into the BNPP Account of the Recourse Price (in cleared funds), BNPP shall if so requested by the Company in writing, execute such documents as may be necessary to re-assign such rights BNPP may have in respect of the Purchased Receivable to the Company,
upon which the ownership of the Purchased Receivable shall be re-assigned to the Company and BNPP shall have no further obligations or liabilities in respect of such Purchased Receivable. |
(c) | The Company shall be responsible for and hereby covenants to pay for any and all costs and expenses incurred by the Company or BNPP (to the extent in the case of BNPP, such costs and expenses are reasonably and properly incurred by BNPP) in order to effect or
perfect the re-assignment of the Purchased Receivables. |
(d) | If following the Company’s receipt of the written notice as contemplated in clause 4.5(a) above the Company does not pay or has not paid to BNPP the Recourse Price (as the case may be) on or before the Expected Payment Date relating to the Purchased Receivable referred to in clause 4.5(a)
above, then the Company shall pay interest at the Default Rate on such outstanding amount during the period starting with (but excluding) the Expected Payment Date. |
(e) | Payment by, or on behalf of the Company in full of the relevant Recourse Price (together with any interest payable in accordance with clause 4.4(d) above) shall remedy the occurrence of any Recourse Event in respect of a Purchased Receivable. |
5 | APPROVED
DEBTORS |
(a) | Following receipt of a written request from the Company, BNPP may, at its discretion, agree to add a Debtor as an Approved Debtor. |
(b) | BNPP may, at its discretion, by notice to the
Company, remove any Debtor as an Approved Debtor with immediate effect, provided that the rights and obligations of the Parties in respect of any Purchased Receivable relating to the relevant Debtor which has been purchased by BNPP before the giving of such notice shall remain in full force and effect. |
(c) | If any Debtor is added or removed as an Approved Debtor pursuant to clause 5(a) or 5(b)
above, BNPP and the Company shall enter into such documentation as BNPP considers appropriate to reflect the variation to the list of Approved Debtors. |
(d) | The Company shall, within 5 Business Days of written demand, reimburse BNPP for the amount of all costs and expenses (including legal fees) reasonably and properly incurred by BNPP in responding to, evaluating, |
6 | COMPANY AS AGENT OF BNPP |
6.1 | Appointment of Agent |
(a) | The
Company shall act as agent and trustee for BNPP in the collection and receipt of each Purchased Receivable and in that capacity the Company undertakes at its own expense: |
(i) | to collect such Purchased Receivable on behalf of BNPP as if it were collecting on its own behalf; |
(ii) | no later than 5 Business Days after receipt by the
Company of any amount in respect of a Purchased Receivable pay to the BNPP Account any such amount received in respect of a Purchased Receivable in the currency of receipt, whether or not any bank has exercised any right it may have in respect of the Company Account; |
(iii) | pending payment to BNPP, to hold any amount received in respect of any Purchased Receivable on trust for BNPP; and |
(iv) | promptly
upon becoming aware thereof, to notify BNPP in the event that all or any part of any Purchased Receivable is not paid in full on its Maturity Date; and |
(v) | to follow any reasonable instructions that BNPP may give to the Company regarding collecting and enforcing the payment of Purchased Receivables; and |
(vi) | to perform all its duties and obligations
as agent and trustee pursuant to this clause, at all times in accordance with the terms of this Agreement and the Agency Agreement and Protected Limit Guidelines. |
(b) | Whilst the Company is BNPP's agent under this Agreement, the Company will not hold itself out as BNPP's agent for any purpose other than the purposes set forth in this Agreement. |
6.2 | Termination
of Agency |
(a) | BNPP may, pursuant to clause 20.1(d) (Consequences of Termination Event) or at its sole and absolute discretion at any time, vary or terminate the Company's agency clause 6.1 (Appointment of Agent). On the termination of the
Company’s agency: |
(i) | BNPP may, in respect of each Purchased Receivable, give (or require the Company to give) a Notice of Assignment to the relevant Debtor in accordance with clause 20.3 (Notice of Assignment); and/or |
(ii) | the
Company shall be obliged to send to BNPP an up-to-date copy of its Sales Records in respect of each Debtor, as BNPP may require; and/or |
(iii) | BNPP may administer the relevant Debtor's account in relation to Purchased Receivables; and/or |
(iv) | BNPP shall have the sole right to collect and enforce payment of the outstanding Purchased Receivables, such
right to be exercised at BNPP's discretion (acting reasonably and in good faith) and to include: |
(aa) | starting, carrying on and defending proceedings (but nothing shall oblige BNPP to take any such proceedings); and |
(bb) | negotiating a settlement, in BNPP's or the Company's name, relating to any Purchased Receivable, |
(v) | at
the Company's expense, the Company will provide BNPP with such information, and reasonable and appropriate assistance and co- operation as BNPP may reasonably request and BNPP will manage the Company's Sales Records in respect of the relevant Purchased Receivables; and/or |
(vi) | the Company will, in respect of the relevant Purchased Receivables and as soon as reasonably
practicable following BNPP's request, sign and deliver any other documents BNPP may require and take such other action as BNPP may reasonably require to effect the provisions under this Agreement following the termination of the Company’s agency in accordance with this clause 6.2 (Termination of Agency). |
(b) | If the Company's agency under clause 6.1
(Appointment of Agent) is terminated in accordance with this Agreement, the Company will cease to hold itself out as agent for BNPP for any purpose and the provisions of this clause |
7 | REPURCHASE
OF PURCHASED RECEIVABLES AT OPTION OF COMPANY |
7.1 | Without prejudice to BNPP's rights under this Agreement, if: |
(a) | a Purchased Receivable remains unpaid by the Approved Debtor on the Maturity Date of such Purchased Receivable in whole or in part; |
(b) | BNPP
terminates the Company’s agency appointment in accordance with clause 20.1(d) (Consequences of a Termination Event); or |
(c) | BNPP requires that a Notice of Assignment is to be provided to each Approved Debtor in respect of the relevant Purchased Receivables
in accordance with clause 20.3 (Notice of Assignment), |
(d) | in
the case of clause 7.1(a) above, on or before the Expected Payment Date relating to such Purchased Receivable; or |
(e) | in the case of clause 7.1(b) above, on or before the Agency Termination Expected Payment Date; or |
(f) | in
the case of clause 7.1(c) above, before the date on which the Notice of Assignment relating to such Purchased Receivable is sent to the applicable Debtor. |
7.2 | In the event that BNPP accedes to such request, provided BNPP has unconditionally received into the BNPP Account from the Company in respect of such Purchased Receivable an amount (in cleared funds) equal to and in the same currency as the Original Amount of such Purchased
Receivable (or so much of it as then remains unpaid) and any other amount then outstanding to BNPP from the Company hereunder (the “Receivable Repurchase Price”), BNPP shall execute such documents as may be necessary to re-assign such rights BNPP may have in respect of such Purchased Receivable to the Company, upon which the ownership of the Purchased Receivable shall be re-assigned to the Company and BNPP shall have no further obligations or liabilities in respect of such Purchased Receivable. |
7.3 | The
Company shall be responsible for any and all costs and expenses incurred by the Company or BNPP (to the extent, in the case of BNPP, such costs and expenses have been reasonably and properly incurred) in order to effect or perfect the re- assignment of the Purchased Receivables. |
7.4 | If following a Receivable Repurchase Request by the Company as contemplated in clause 7.1 the
Company does not pay or has not paid to BNPP the Receivable Repurchase Price (as the case may be): |
(a) | on or before the Expected Payment Date relating the Purchased Receivable for which a Receivable Repurchase Request was made; |
(b) | in the case of clause 7.1(b)
above, on or before the Agency Termination Expected Payment Date; or |
(c) | in the case of clause 7.1(c) above, before the date on which the Notice of Assignment relating to the Purchased Receivable for which the Receivable Repurchase Request was made is sent to the applicable Debtor, |
8 | FEES |
8.1 | Arrangement
Fee |
8.2 | Renewal Fee |
8.3 | Administration Fee |
8.4 | Audit Fee |
8.5 | CHAPS Fee |
9 | PAYMENTS |
9.1 | Place
and time |
(a) | All payments to be made by the Company to BNPP pursuant to this Agreement shall be made for value on the due date to the relevant BNPP Account. |
(b) | All payments to be made by BNPP pursuant to this Agreement shall be made for value on the due date to the relevant Company Account or otherwise the relevant account of the
Company notified to BNPP in the relevant Purchase Request. |
9.2 | Break Cost Indemnity |
(a) | a purchase of a Receivable not being made following the service of a Purchase Request and the payment by BNPP of the Purchase Price therefor by reason of the non-fulfilment of any of the conditions set out in clause 3; or |
(b) | the
occurrence of a Recourse Event, |
9.3 | Business Days |
9.4 | Default Interest |
(a) | In the event that any amount payable by the Company hereunder or under any of the other Finance Documents remains unpaid BNPP shall charge and the Company
shall pay interest from time to time on any such unpaid amount due during the period from (and including) the due date thereof to, but excluding the date payment is received by BNPP in full, at a rate equal to the aggregate of (i) the Applicable Margin, (ii) overnight LIBOR (calculated by reference to such calculation periods ending on or before the date payment is made in full as BNPP may select and notify to the Company from time to time) and (iii) 1% per annum (the “Default Rate”). |
(b) | Such Default Rate shall be payable at the end of each calculation period selected
and notified by BNPP by reference to which interest is calculated. |
10 | FURTHER ASSURANCE |
11 | REPRESENTATIONS
AND WARRANTIES |
11.1 | Status |
(a) | It
is a limited liability company, duly incorporated and validly existing under the law of its Original Jurisdiction. |
(b) | It has the power to own its assets and carry on its business as it is being conducted. |
11.2 | Binding obligations |
11.3 | Non-conflict with other obligations |
(a) | any
law or regulation applicable to it; |
(b) | its constitutional documents; or |
(c) | any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument. |
11.4 | Power
and authority |
(a) | It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents. |
(b) | No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the
Finance Documents to which it is a party. |
11.5 | Validity and admissibility in evidence |
(a) | to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and |
(b) | to
make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, |
11.6 | Governing
law and enforcement |
(a) | The choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions. |
(b) | Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions. |
11.7 | Insolvency |
11.8 | No filing or stamp taxes |
11.9 | Receivables
Representations |
(a) | The Company is the legal and beneficial owner of each Offered Receivable immediately prior to its sale and transfer to BNPP, the Company has not assigned, transferred or otherwise disposed, or created any Security Interest (except a Permitted Security Interest) over the Contract relating to any Offered Receivable and the Company has not assigned,
transferred or otherwise disposed of or created any Security Interest or Permitted Security Interest over any Offered Receivable or any Purchased Receivable. |
(b) | The Contract in respect of each Offered Receivable and Purchased Receivable is in full force and effect and the relevant Debtor has not claimed or exercised any right of set-off or counterclaim or right to avoid, reduce, withhold, delay or deny liability for payment, in each case in respect of the relevant Offered Receivable or Purchased Receivable (as the case may be). |
(c) | Each
Offered Receivable and each Purchased Receivable was as at the date of the relevant Purchase Request and Purchase Date an Eligible Receivable. |
11.10 | No Default |
12 | UNDERTAKINGS |
(a) | to duly perform all its obligations under the Contract in respect of each Offered Receivable and each Purchased Receivable except where a failure to perform any such obligation would not materially and adversely effect the validity, enforceability or collectability of any Purchased Receivable; |
(b) | not
to, or purport to: |
(i) | terminate, revoke or vary any term or condition of any Contract relating to a Purchased Receivable which would reduce the value or prejudice the validity, enforceability or collectability of the relevant Purchased Receivable; |
(ii) | or extend
the Maturity Date of any Purchased Receivable, |
(c) | to keep and maintain the Sales Records and Invoices in connection with each Purchased Receivable in an up to date form (including
details of each Invoice specified in a Purchase Request) indicating: |
(i) | which Receivables are Purchased Receivables; |
(ii) | details of all Purchased Receivables; and |
(iii) | that
such Purchased Receivables have been sold to BNPP; |
(d) | where the Company is acting as agent for BNPP in accordance with clause 6.1, to devote and procure that there is devoted to the administration of Purchased Receivables at least the same amount of time and attention that there is exercised, and at least the same level of skill, care and diligence in their administration, as if it were administering those Receivables legally and beneficially owned by it; |
(e) | in
the event that BNPP contemplates the commencing of legal or other proceedings against the Debtor in connection with a Purchased Receivable, upon BNPP’s written request, to provide BNPP with reasonable access to the Sales Records and the Invoices in respect of Purchased Receivables and permit BNPP to take such copies and extracts from the Contract and the Sales Records and to provide BNPP with copies of the Invoices relating to Purchased Receivables, as BNPP may reasonably require; |
(f) | in the event a Purchased Receivable remains unpaid in whole or in part on the relevant Maturity Date and in the event that the
Company has not requested BNPP to reassign a Purchased Receivable as contemplated in clause 4.5 or clause 7 on or before the Expected Payment Date of such Purchased Receivable, to assist BNPP to recover any or all Purchased Receivables; |
(g) | to disclose to BNPP every fact or matter known to the Company which the
Company knows or ought reasonably to know might influence BNPP in any decision to designate a Receivable as Credit Approved, to designate a Debtor as an Approved debtor or to establish a Protected Limit for an Approved Debtor; |
(h) | to supply to BNPP, as soon as they are available, but in any event within 270 days after the end of each of its Financial Years, its audited financial statements for that Financial Year; |
(i) | upon
BNPP's reasonable request, to supply to BNPP: |
(i) | an aged debtor report in relation to all Approved Debtors (in form and substance satisfactory to BNPP); and |
(ii) | such other information in relation to Debtors or Receivables as BNPP may reasonably request from time to time; and |
(j) | to
permit BNPP or its appointed representatives or agents, at the Company's expense, to conduct an audit of its Sales Records, financial records, systems and forecasts on an annual basis or, following the occurrence of a Termination Event, at more frequent intervals as BNPP shall stipulate, and to afford all reasonable co-operation to BNPP and its representatives or agents during normal business hours to enable such audit to take place. The Company shall not be liable for any expenses incurred by BNPP or its appointed representative or agents during the conduct of any such audit, other than payment in accordance with clause 8.4 (Audit Fee)
of the Audit Fee. |
13 | TERM AND TERMINATION |
13.1 | Term |
13.2 | Extension of the Minimum Period |
(a) | Subject to
clause 20 (Consequences of a Termination Event), on or prior to the date 60 days prior to the expiry of the Minimum Period, the Company may by written notice to BNPP, request to extend the Minimum Period by 24 months or such other period as may be agreed between the Company and BNPP (Request). |
(b) | BNPP shall, no later than 20 Business
Days from the date of receipt of the Request, confirm to the Company whether it agrees to extend the Minimum Period. |
(c) | If BNPP agrees to extend the Minimum Period, the Uncommitted Facility will continue to be made available on the terms of this Agreement for a further 24 months (Extended Minimum Period). |
(d) | BNPP
will notify the Company in writing of the final date of the Extended Minimum Period following the extension. |
13.3 | Termination Date |
(a) | On the Termination Date, the Uncommitted Facility shall cease to be available. |
(b) | The
rights and obligations of the Company and BNPP accrued prior to the Termination Date will continue in full force and effect following the Termination Date. |
14 | RECOVERY OF VALUE ADDED TAX |
14.1 | For the purpose of enabling the
Company to recover from H.M. Revenue and Customs any VAT included in any Purchased Receivables outstanding for such period as would |
(a) | Reassignment |
(b) | Dividend |
(i) | The
Company shall immediately upon receipt pay to BNPP and meanwhile hold in trust for BNPP the amount of any dividend, VAT Bad Debt Relief or other benefit received or receivable in reduction of the Purchased Receivable. |
(ii) | The Company undertakes to use its best endeavours and carry out all acts necessary to make a claim for and receive VAT Bad Debt Relief and, immediately upon receipt of such VAT Bad Debt Relief, to pay the same to BNPP. |
15 | PARTIAL
INVALIDITY |
16 | NO
BNPP LIABILITY FOR CONTRACT |
17 | NOTICES, ADDRESSES, LANGUAGE |
17.1 | Communications
in writing |
17.2 | Addresses |
Address: | Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS, United Kingdom |
17.3 | Delivery |
(a) | Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective if by way of letter, when it has been left at the relevant address or (if delivered by hand or by courier service where receipt is acknowledged by signature) five Business Days after being deposited in the post postage prepaid in an envelope
addressed to it at that address, |
(b) | Any communication or document to be made or delivered to BNPP, will be effective only when actually received by BNPP (as applicable) and then only if it is expressly marked for the attention of the department or officer identified
with BNPP's, signature below (or any substitute department or officer as BNPP, shall specify for this purpose). |
(c) | Any communication or document which becomes effective, in accordance with paragraphs (a) and (b) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day. |
17.4 | Notification of address and fax number |
17.5 | Electronic communication |
(a) | Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic
mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties: |
(i) | notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and |
(ii) | notify each other of any change to their address or any other such
information supplied by them by not less than five Business Days' notice. |
(b) | Any such electronic communication as specified in paragraph (a) above to be made between the Company and BNPP may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication. |
(c) | Any
such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by the Company to BNPP, only if it is addressed in such a manner as BNPP shall specify for this purpose. |
(d) | Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become
effective on the following Business Day. |
(e) | Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this clause 17.5. |
(f) | The Parties agree that electronic mail or other electronic means
shall be an acceptable form of communication and shall be used by BNPP to serve any notice to repurchase in accordance with clause 4.5. |
17.6 | English language |
(a) | Any notice given under or in connection with any Finance Document must be in English. |
(b) | All
other documents provided under or in connection with any Finance Document must be: |
(i) | in English; or |
18 | DUTIES
AND TAXES |
19 | CALCULATIONS |
19.1 | Accounts |
19.2 | Certificates and determinations |
19.3 | Day
count convention |
20 | CONSEQUENCES OF A TERMINATION EVENT |
20.1 | Following
the occurrence of a Termination Event which is continuing, BNPP shall be entitled to: |
(a) | reduce all or any of the Protected Limits subsisting at that time (including to zero); |
(b) | reduce or cancel the Available Uncommitted Facility Limit; |
(c) | terminate
all or any of the obligations of BNPP under any Finance Document; |
(d) | terminate the Company's agency detailed at clause 6.1 (Appointment of Agent) in accordance with clause 6.2 (Termination of Agent)
and exercise all rights arising in relation to the termination of such agency; |
(e) | in respect of each Purchased Receivable, give, or require the Company to give, a Notice of Assignment to the relevant Debtor in accordance with clause |
(f) | exercise
any or all of its rights, remedies, powers or discretions under the Finance Documents. |
20.2 | Without prejudice to BNPP's rights under this clause 20 (Consequences of a Termination Event), if BNPP terminates the Company's agency in accordance with clause 20.1(d) above the
Company may repurchase any Purchased Receivables in accordance with clause 7 (Repurchase of Purchased Receivables at option of Company). |
20.3 | Notice of assignment |
(a) | in respect of the Purchased Receivables, to give such notice in the manner and form prescribed by BNPP in accordance with this Agreement; |
(b) | to
use all reasonable endeavours to ensure that each Debtor makes payment in accordance with such notice and, without affecting such obligation, at the Company's own expense, to dispatch a letter in terms reasonably stipulated by BNPP to any Debtor ignoring or failing in any respect to comply with any such notice and to send to BNPP a copy of each such letter; |
(c) | not to instruct any solicitor, debt collection agency or other third party to commence any legal or other proceedings for the recovery of any Purchased Receivables without the prior written consent of BNPP; and |
(d) | to
instruct any such solicitor, debt collection agency or other third party to report promptly and fully to BNPP as to the progress of any legal or other proceedings for recovery of any Purchased Receivables. |
21 | REPLACEMENT
OF SCREEN RATE |
22 | REVIEW
OF APPLICABLE MARGIN |
23 | MISCELLANEOUS |
23.1 | Assignments
and transfers |
(a) |
(b) | The
consent of the Company is required for an assignment or transfer, unless the assignment or transfer is: |
(i) | to an Affiliate of BNPP; or |
(ii) | made at a time when a Termination Event is continuing. |
(c) | The
consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. |
(d) | The Company may not assign or otherwise transfer its rights, benefits or obligations or any of them under the Finance Documents. |
(e) | This Agreement shall be binding
on and shall inure to the benefit of each Party hereto and its successors and assigns. |
23.2 | Waivers, Remedies Cumulative |
23.3 | Third
Party Rights |
23.4 | Counterparts |
23.5 | Entire
Agreement |
23.6 | Exclusion of Liability |
23.7 | Governing
Law |
23.8 | Jurisdiction |
(a) | The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination
of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). |
(b) | The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. |
(c) | Notwithstanding paragraph (a) above, BNPP shall not be prevented from taking proceedings relating
to a Dispute in any other courts with jurisdiction. To the extent allowed by law, BNPP may take concurrent proceedings in any number of jurisdictions. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Zebra Technologies Corp. 10-K 12/31/23 123:14M 2/16/23 Zebra Technologies Corp. 10-K 12/31/22 118:13M 2/10/22 Zebra Technologies Corp. 10-K 12/31/21 119:17M 2/11/21 Zebra Technologies Corp. 10-K 12/31/20 128:42M |