Exhibit 10.15
EXECUTION COPY
ASSUMPTION AGREEMENT (this “
Agreement ”) dated as of March 31, 2009, among
HUGHES TELEMATICS, INC. (formerly known as Polaris Acquisition
Corp. and successor in interest to Hughes Telematics, Inc., a
Delaware corporation, as the Original Borrower (as defined below)),
a Delaware corporation (the “ Company ”), each
Subsidiary Guarantor signatory hereto, the Administrative Agent and
Collateral Agent (each as defined below) to (i) the Amended
and Restated Credit Agreement, dated as of April 9, 2008 (as
amended, amended and restated, waived, supplemented or otherwise
modified from time to time, the “ Credit Agreement
”), among Hughes Telematics, Inc., a Delaware corporation
(the “ Original Borrower ”), the lenders from
time to time party thereto (collectively, the “
Lenders ”), Morgan Stanley Senior Funding, Inc., as
administrative agent for the Lenders (in such capacity, the “
Administrative Agent ”) and Morgan Stanley &
Co. Incorporated, as Collateral Agent for the Lenders and the other
Secured Creditors (in such capacity, the “ Collateral
Agent ”), (ii) the Guaranty and Collateral
Agreement, dated as of March 31, 2008 (as amended, amended and
restated, waived, supplemented or otherwise modified from time to
time, the “ Guaranty and Collateral Agreement
”), among the Original Borrower, certain subsidiaries of the
Original Borrower from time to time party thereto, and the
Collateral Agent and (iii) the other Credit
Documents.
A. Capitalized terms used in this
Agreement and not otherwise defined in this Agreement shall have
the meanings assigned to such terms in the Credit
Agreement.
B. Section 8.05 of the Credit
Agreement provides that if the Original Borrower merges,
consolidates or amalgamates with or into or wind up into another
Person, such other Person shall assume the obligations of the
Original Borrower under the Credit Agreement and the other Credit
Documents. The Company is executing this Agreement in accordance
with the requirements of the Credit Agreement to become a Successor
Borrower under the Credit Agreement as consideration for Loans
previously made and other good and valuable consideration, the
sufficiency and receipt of which are hereby
acknowledged.
Accordingly, the Administrative
Agent, the Collateral Agent and the Company agree as
follows:
SECTION 1. The Company, by its
signature below, becomes party under the Credit Agreement and the
other Credit Documents as Borrower with the same force and effect
as if originally party thereto on the Closing Date, and the Company
hereby (a) agrees to all the terms and provisions of the
Credit Agreement and the other Credit Documents applicable to it as
Borrower thereunder and (b) represents and warrants that the
representations and warranties made by it as Borrower thereunder
are true and correct in all material respects on and as of the date
hereof (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be
required to be true and correct in all material respects only as of
such specified date). Each reference to “Borrower” in
the Credit Agreement and any other Credit Document shall be deemed
to be a reference to the Company.
SECTION 2. The Company, by its
signature below, becomes a Grantor under the Guaranty and
Collateral Agreement with the same force and effect as if
originally named therein as a Grantor, and the Company hereby
(a) agrees to all the terms and provisions of the Guaranty and
Collateral Agreement applicable to it a Grantor thereunder and
(b) represents and
warrants that the representations and warranties
made by it as a Grantor thereunder are true and correct in all
material respects on and as of the date hereof (it being understood
and agreed that any representation or warranty which by its terms
is made as of a specified date shall be required to be true and
correct in all material respects only as of such specified date).
In furtherance of the foregoing, the Company, as security for the
payment and performance in full of the Obligations (as defined in
the Guaranty and Collateral Agreement), does hereby create and
grant to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Creditors, their successors and
assigns, a security interest in and lien on all the Company’s
right, title and interest in and to the Collateral (as defined in
the Guaranty and Collateral Agreement) of the Company. Each
reference to a “Grantor” in the Guaranty and Collateral
Agreement shall be deemed to include the Company.
The Company hereby irrevocably
authorizes the Collateral Agent at any time and from time to time
to file in any relevant jurisdiction any financing statements
(including fixture filings) with respect to the Collateral or any
part thereof and amendments thereto that (i) indicate the
Collateral as “all assets” of the Company or such other
description as the Collateral Agent may determine and
(ii) contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including
(A) whether the Company is an organization, the type of
organization and any organizational identification number, if any,
issued to the Company and (B) in the case of a financing
statement filed as a fixture filing or covering Collateral
constituting minerals or the like to be extracted or timber to be
cut, a sufficient description of the real property to which such
Collateral relates.
SECTION 3. The Company represents
and warrants to the Administrative Agent, Collateral Agent and the
other Secured Creditors that this Agreement has been duly
authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance
with its terms, except as such enforceabilit
