Club Rossignol S. A., a corporation registered in France. The bonds issue was authorized by a resolution of the Issuer’s Board of Directors dated July 8, 2005. The Guarantee granted by the Guarantor (the “GUARANTEE”) is a joint and several guarantee dated July 11, 2005 and was authorized in accordance with Article L.225-68 of the Commercial Code by a resolution of the Guarantor’s Supervisory Board dated June 16, 2005 and by a decision of the Guarantor’s Management Board of the dated July 8, 2005. The Issuer is a corporation under the law of Luxembourg headquartered at 00, xxxxxx Xxxxx Xxxxxx - L-2420 Luxembourg and in the process of registration. Its share capital is EUR 31,000 divided into 310 registered shares, each with a nominal value of EUR 100. The Issuer was established for an indefinite term. The Issuer was created by a notarial act dated July 1, 2005. The Issuer’s articles of incorporation are about to be published in the official bulletin of Luxembourg’s companies and associations, the Memorial, Journal Officiel du Grand-Duche de Luxembourg, Recueil des Societes et Associations. A service contract relating to the Bonds dated July 11, 2005 (the “FINANCIAL SERVICES CONTRACT”) was entered into between Skis Rossignol Finance Luxembourg S.A.; Societe Generale Bank & Trust S.A., as both financial agent and principal payer (the “FINANCIAL AGENT”); and Societe Generale, as paying agent in France (the “PAYING AGENT”). The expressions, “Financial Agent” and “Paying Agent” include, when the context calls for it, any replacement financial agent or paying agent or any additional paying agent(s) appointed under the Financial Services Contract. Any reference to the Paying Agents includes, unless otherwise specified, the Financial Agent. Copies of the Financial Services Contract will be available for consultation at the offices of the Financial Agent and at the offices of the Paying Agent during normal business hours. An original copy of the Guarantee was deposited with the Financial Agent who is keeping it available for the Bondholders (the “BONDHOLDERS”) to consult during normal business hours. Unless the context calls for a different interpretation, all references contained herein to the CONDITIONS refer to the numbered paragraphs below.
Club Rossignol S. A. Represented by: ------------------------- SOCIETE GENERALE BANK & TRUST Represented by: ------------------------- APPENDIX 1 - CONDITIONS OF THE BOND ISSUE Subject to additions and modification, the conditions of the Bonds are as follows:
Club Rossignol S. A., a corporation registered in France. The bonds issue was authorized by a resolution of the Issuer's Board of Directors dated July 8, 2005. The Guarantee granted by the Guarantor (the "GUARANTEE") is a joint and several guarantee dated July 11, 2005 and was authorized in accordance with Article L.225-68 of the Commercial Code by a resolution of the Guarantor's Supervisory Board dated June 16, 2005 and by a decision of the Guarantor's Management Board of the dated July 8, 2005. The Issuer is a corporation under the law of Luxembourg headquartered at 11, avenue Emile Reuter - L-2420 Luxembourg and in the process of regxxxxxxxxx. Xxx xxxxx xxxxxxx is EUR 31,000 divided into 310 registered shares, each with a nominal value of EUR 100. The Issuer was established for an indefinite term. The Issuer was created by a notarial act dated July 1, 2005. The Issuer's articles of incorporation are about to be published in the official bulletin of Luxembourg's companies and associations, the Memorial, Journal Officiel du Grand-Duche de Luxembourg, Recueil des Societes et Associations.
Club Rossignol S. A., a corporation with capital stock of E49,792,253, having its head office at rue du Docteur Butterlin, 38509 Voiron, and registered xx xxx Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx xnder number RCS B 056 502 958 (the GUARANTOR); and
Club Rossignol S. A. Address: rue du Docteur Butterlin - 38509 Voiron To the attention of: + 30 0 00 00 00 00 Xxxxxxxxx: + 33 4 76 66 64 83 Fax: F. Chauvet THE INITIXX XXXXXXXXXX SOCIETE GENERALE BANK & TRUST Address: 11, avenue Emile Reuter - L-2420 Luxembourg To the attention of: XXXX/XXX, X. Xxxxxxxxx / R. Michel Telephone: + 35 2 47 93 11 51 56 Fax: + 35 2) 47 93 11 51 THE ISSUER SKIS ROSSIGNOL FINANCE LUXEMBOURG S.A. Address: 11, avenue Emile Reuter - L-2420 Luxembourg To the attention of: X. Xxxxxxx Xxxxxxxxx: + 35 2 47 93 11 51 56 Fax: + 35 2 47 93 11 51
