Seller Subordinated Note Sample Contracts

EX-4.8 3 dex48.htm SELLER SUBORDINATED NOTE AFFINIA GROUP HOLDINGS INC. SELLER SUBORDINATED NOTE
Seller Subordinated Note • May 5th, 2020 • New York

FOR VALUE RECEIVED, the undersigned, AFFINIA GROUP HOLDINGS INC. (the “Company”), a Delaware corporation, hereby unconditionally promises to pay to the order of DANA CORPORATION, a Virginia corporation, or its assigns (including any assignee or transferee of, or other permitted holder of, this Note, the “Holder”) in lawful money of the United States of America on November 30, 2019 (the “Maturity Date’”) the principal sum of (a) SEVENTY-FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS, plus (b) the PIK Interest Portion (as defined herein) added to the principal amount of this Note pursuant to Section 2. This Note is referred to in, and was executed and delivered in connection with, that certain Stock and Asset Purchase Agreement dated as of July 8, 2004, as amended on November 1, 2004, by and between Dana Corporation and Affinia Group Inc. (f/k/a AAG Opco Corp.) (“Affinia”), a Delaware corporation.

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SELLER SUBORDINATED NOTE
Seller Subordinated Note • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York

FOR VALUE RECEIVED, the undersigned, Springboard Finance Holdco, L.L.C. (the “Company”), a Delaware limited liability company, hereby unconditionally promises to pay to the order of eBay International AG, a Swiss company (including any permitted assignee or transferee of, or other permitted holder of, this Note, the “Seller”) in lawful money of the United States of America on the Maturity Date the principal sum of ONE HUNDRED TWENTY FIVE MILLION (U.S.$125,000,000). The Company further hereby agrees to pay interest on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2. This Note is referred to in, and was executed and delivered in connection with, that certain Purchase Agreement, dated as of September 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among eBay Inc., the Seller, Sonorit Holding, AS and Springboard Group S.àr.l.

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