EXIDE HOLDING EUROPE S Sample Clauses

EXIDE HOLDING EUROPE S. A., a French Societe Anonyme, with its registered office at 0-0 Xxxxx xxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxxxxxxxx Xxxxx, Xxxxxx (the "Offer Agent" or "Exide Europe" as applicable);
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EXIDE HOLDING EUROPE S. A. By ----------------------------- Name: Title: Date: -------------------------- [FORM OF CERTIFICATE OF AUTHENTICATION] This is the Global Bearer Note referred to in the within-mentioned Paying Agency Agreement. By or on behalf of DEUTSCHE BANK AKTIENGESELLSCHAFT, as Co-Registrar By __________________________ Authorized Signatory Date: ________________________ SCHEDULE TO GLOBAL BEARER NOTE Initial Principal Amount : DM ----------------------------- Amount of Principal Increased (Decreased) Amount of Principal Upon Transfer Between Aggregate Repurchased, Global Notes or to or Principal Date Redeemed or Repaid from Definitive Notes Amount ---- ------------------- --------------------- ---------
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EXIDE HOLDING EUROPE S. A. 9 1/8% Senior Notes due 2004 ----------------------------------------------------------- Ladies and Gentlemen: In connection with our proposed purchase of certain 9 1/8% Senior Notes due 2004 of Exide Holding Europe S.A. to be delivered to us in definitive bearer form (the "Notes"), we hereby confirm that we are acquiring the Notes in compliance with Rule 904 of Regulation S under the Securities Act of 1933, as amended, and accordingly, that we are a foreign purchaser outside the United States and at the time the buy order was originated for the Notes we were outside the United States. We understand that any transfer of the Notes is subject to certain restrictions and conditions as set forth in the Notes and the Fiscal and Paying Agency Agreement, dated as of April 23, 1997, among Exide Holding Europe S.A., Exide Corporation, The Bank of New York and Deutsche Bank AG, pursuant to which the Notes were issued, and we agree to be bound by and not to resell, pledge or otherwise transfer the Notes except in compliance with such restrictions and conditions. Very truly yours, [NAME OF PURCHASER] By --------------------------- Name: Title: Aggregate Principal Amount of Notes To Be Purchased: DM _________________________ XXXXXXX X-0 [Form of Face of Definitive Note] EXIDE HOLDING EUROPE S.A. DM ______________ 9 1/8% Senior Note Due 2004 No. ___ COMMON CODE 7567731 WKN 191285 ISIN DE0001912855 CINS X00000XX0 EXIDE HOLDING EUROPE S.A., a limited liability company formed under the laws of the Republic of France (the "Issuer"), for value received, hereby promises to pay to the bearer hereof upon surrender hereof, the principal sum of [PRINCIPAL AMOUNT IN WORDS] DEUTSCHE MARKS on April 15, 2004 (the "Stated Maturity"), in such coin or currency of the Federal Republic of Germany as at the time of payment shall be legal tender for the payment of public and private debts. In addition, the Issuer promises to pay interest, annually in arrears on April 15 of each year (each, an "Interest Payment Date"), commencing April 15, 1998 on such principal sum, in like coin or currency, at the rate per annum specified in the title of this Note (calculated on the basis of a 360-day year of twelve 30-day months), from and including April 23, 1997 or from and including the most recent Interest Payment Date to which interest on this Note (or any predecessor Note) has been paid or duly provided for, until payment of such principal sum has been made or duly provided for. The interest paya...
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EXIDE HOLDING EUROPE S. A. By ----------------------------------- Name: Title: Date: ------------------------------ [The Definitive Notes shall be printed with a "souche" (counterfoil), as required by French law.] [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the Definitive Notes referred to in the within-mentioned Paying Agency Agreement. By or on behalf of DEUTSCHE BANK AKTIENGESELLSCHAFT, as Co-Registrar By ----------------------------------- Authorized Signatory Date: -------------------------------- [FORM OF COUPON]
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EXIDE HOLDING EUROPE S. A. By: ---------------------------------- Name: Title: DM PAYING AGENT AND TRANSFER AGENT Deutsche Bank Aktiengesellschaft Taunusanlage 12 D-60262 Frankfurt am Main EXHIBIT B-1 [FORM OF REVERSE OF NOTE]
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EXIDE HOLDING EUROPE S. A. (the "Issuer") the due and punctual payment of such amount of the principal of and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional interest required to be paid according to the terms of the Notes) on the Notes, as is required in Section 7(b) of the Notes, when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Paying Agency Agreement referred to therein. If the Issuer fails to punctually to pay any such principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Issuer. The amount of this Guarantee that shall be applicable to any particular Note shall be computed as provided in Section 7(b) of the Notes. The Guarantor hereby agrees that its obligations hereunder shall be direct, unconditional, unsubordinated and unsecured, irrespective of the validity, regularity or enforceability of the Notes or said Paying Agency Agreement, the absence of any action to enforce the same, any waiver or consent by the holder of said Note with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes guaranteed pursuant to this Guarantee. The Guarantor hereby waives and shall not in any manner whatsoever claim or take the benefit or advantage of any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any of its Subsidiaries. This Guarantee shall be governed by the laws of the State of New York. The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee and to constitute t...
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EXIDE HOLDING EUROPE S. A., a corporation organized under the --- laws of the Republic of France.
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