DEPOSIT AGREEMENT by and among ELSTER GROUP SE AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [•], 2010Deposit Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec • New York
PARTNERSHIP AGREEMENT REGARDING NACHTWACHE METERING MANAGEMENT VERMöGENSVERWALTUNGS GMBH & CO KG DATED 8 SEPTEMBER 2005 (AS LAST AMENDED BY RESOLUTION BY WAY OF CIRCULAR PROCEDURE ON 22 NOVEMBER 2007) CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON...Partnership Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec • Luxembourg
12 June 2005 as amended and restated on 11 July 2005, 17 August 2005, 13 February 2006, 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 14 November 2008 and 11 November 2009 and as amended on 11 January 2010 and 13 October 2010 ELSTER...Loan Agreement • March 10th, 2011 • Elster Group SE • Measuring & controlling devices, nec
THIS AGREEMENT is made on 12 June 2005 (as amended and restated on 11 July 2005, 17 August 2005, 13 February 2006 , 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 4 November 2008 and 11 November 2009 and as amended on 11 January 2010 and 13 October 2010)
Multicurrency Revolving Credit and Bank Guarantee Facilities between Elster Group SE as Company and Original Borrower Certain Subsidiaries of the Company as Original Borrowers and Original Guarantors and ING Bank N.V., Frankfurt Branch Mizuho...Multicurrency Revolving Credit and Bank Guarantee Facilities • March 2nd, 2012 • Elster Group SE • Measuring & controlling devices, nec
TERMINATION AGREEMENT between Elster Group SE, Frankenstraße 362, 45133 Essen (in the following the "Company") and Mr. Rainer Beaujean, (Mr. Beaujean and the Company together the "Parties")Termination Agreement • July 9th, 2012 • Elster Group SE • Measuring & controlling devices, nec
Information Access and Jurisdiction AgreementInformation Access and Jurisdiction Agreement • August 3rd, 2012 • Elster Group SE • Measuring & controlling devices, nec
The Company is a one-tier European stock corporation (Societas Europaea or SE) registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen under HRB 22030. The Director has been appointed by the administrative board (Verwaltungsrat) of the Company as managing director (geschäftsführender Direktor) of the Company.
ELSTER FINANCE B.V. as the Issuer DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent and Transfer Agent DEUTSCHE BANK LUXEMBOURG S.A. as Registrar, Luxembourg Paying Agent and Transfer Agent and The...Indenture • March 2nd, 2012 • Elster Group SE • Measuring & controlling devices, nec • New York
INDENTURE dated as of April 21, 2011 by and among Elster Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its registered office at Munstermanstraat 6, 7064 KA Silvolde, Netherlands and registered with the Trade Register of the Chamber of Commerce under file number 52474992, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar, and the entities named on Schedule I hereto as Guarantors.
Supplemental Agreement to the EUR 590,000,000Supplemental Agreement • March 2nd, 2012 • Elster Group SE • Measuring & controlling devices, nec
NOTARIAL DEED SALE AND PURCHASE AGREEMENT by and amongSale and Purchase Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec
according to his declarations acting not in his/her own name, but excluding any personal liability as duly empowered attorney-in-fact in the name and on behalf of
Information Access and Jurisdiction AgreementInformation Access and Jurisdiction Agreement • August 3rd, 2012 • Elster Group SE • Measuring & controlling devices, nec
The Company is a one-tier European stock corporation (Societas Europaea or SE) registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen under HRB 22030. The Board Member has been appointed by shareholders' resolution of the Company as member of the administrative board (Verwaltungsrat) of the Company.
Dated 11 January 2010 AMENDMENT DEED in respect of a SENIOR FACILITIES AGREEMENT dated 12 June 2005 (as amended and restated by amendment and restatement agreements dated 11 July 2005, 17 August 2005, 13 February 2006, 19 May 2006, 25 October 2006, 3...Senior Facilities Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec
AMENDMENT AND RESTATEMENT AGREEEMENT IN RESPECT OF AN INVESTMENT AND SHAREHOLDERS AGREEMENT REGARDING INVESTMENTS IN ELSTER GROUP S.À R.L (FORMERLY GOLD SILVER S.À R.L) DATED 8 SEPTEMBER 2005 AS AMENDED AND RESTATED FROM TIME TO TIMEInvestment and Shareholders Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec • Luxembourg
This Amendment and Restatement Agreement in respect of an Investment and Shareholders Agreement regarding investments in Elster Group S.à r.l. (formerly Gold Silver S.à.r.l.) dated 8 September 2005 as amended as amended and restated from time to time is made on 19 December 2008
TERMINATION AGREEMENT between Elster Group SE, Frankenstraße 362, 45133 Essen (in the following the "Company") and Mr. Simon Beresford-Wylie, (Mr. Beresford- Wylie and the Company together the "Parties")Termination Agreement • July 9th, 2012 • Elster Group SE • Measuring & controlling devices, nec
Subject to the approval of the Administrative Board (Verwaltungsrat) of the Company, the Company and Mr. Beresford-Wylie agree that Mr. Beresford-Wylie shall cease to be Chief Executive Director and Managing Director ("geschäftsführender Direktor") of the Company with effect as of the end of the date on which the competent court has appointed new members of the Administrative Board of the Company upon the filing of an application by Mr. Beresford-Wylie as provided for, and in accordance with, Section 9.5 of the Investment Agreement concluded between the Company, Melrose PLC and a wholly- owned subsidiary of Melrose PLC on 28 June 2012, such Investment Agreement setting out the principal terms and conditions and mutual understanding of the parties to the Investment Agreement in connection with the intended US tender offer by the subsidiary of Melrose PLC regarding the ordinary shares and ADS of the Company (the "Termination Date"). Mr. Beresford-Wylie hereby undertakes to comply with th
AGREEMENT ON THE SALE AND ASSIGNMENT OF A LIMITED PARTNERSHIP INTEREST NACHTWACHE METERING MANAGEMENT VERMöGENSVERWALTUNGS GMBH & CO. KG (THE “PARTNERSHIP”)Sale and Assignment Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec
Nachtwache Reserve GmbH, registered in the Commercial Register “B” of the Local Court of Wiesbaden under the number HRB 21891 (the “Vendor”),
Information Access and Jurisdiction AgreementInformation Access and Jurisdiction Agreement • August 3rd, 2012 • Elster Group SE • Measuring & controlling devices, nec
The Company is a one-tier European stock corporation (Societas Europaea or SE) registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen under HRB 22030. The Executive Board Member has been appointed by shareholders' resolution of the Company as member of the administrative board (Verwaltungsrat) of the Company. The Executive Board Member has been appointed by the administrative board of the Company as managing director (geschäftsführender Direktor) of the Company.
12 June 2005 as amended and restated on 11 July 2005, 17 August 2005, 13 February 2006, 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 14 November 2008 and 11 November 2009 and as amended on 11 January 2010 ELSTER HOLDINGS GMBH (formerly...Loan Agreement • September 13th, 2010 • Elster Group SE • Measuring & controlling devices, nec
THIS AGREEMENT is made on 12 June 2005 (as amended and restated on 11 July 2005, 17 August 2005, 13 February 2006 , 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 4 November 2008 and 11 November 2009 and as amended on 11 January 2010)
