AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 187)

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TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions of the notes (the “Terms and Conditions”) applica-

ble to the Notes. The final Terms and Conditions of the Notes will be an integral part of the respective

Global Notes.

The Terms and Conditions are written in the German and English language. The German text shall be the

legally binding version. The English language translation is provided for convenience only.

§ 1 Currency, Form, Principal Amount and Denomination

(a) This issue of 3W Power Holdings S.A., 19 Rue Eugène Ruppert, 2453 Luxembourg (the "Issuer")

in the aggregate principal amount of EUR 125,000,000 (in words: one hundred twenty-five million

euros (the "Issue Currency")) is divided into notes (the "Notes") payable to bearer and ranking

pari passu among themselves in the denomination of EUR 1,000.00 each.

(b) The Notes will initially be represented for the whole life of the Notes by a temporary global bearer

note (the "Temporary Global Note") without interest coupons, which will be exchanged not ear-

lier than 40 days and not later than 180 days after the Issue Date (as defined below) against a per-

manent global bearer note (the "Permanent Global Note", the Temporary Global Note and the

Permanent Global Note together the "Global Note") without interest coupons. Such exchange shall

only be made upon delivery of certifications to the effect that the beneficial owner or owners of the

Notes represented by the Temporary Global Note is not a U.S. person (other than certain financial

institutions or certain persons holding Notes through such financial institutions) in accordance with

the rules and operating procedures of the Clearing System. Payments of interest on Notes repre-

sented by a Temporary Global Note will be made only after delivery of such certifications. A sepa-

rate certification shall be required in respect of each such payment of interest. Any such certifica-

tion received on or after the 40th day after the date of issue of the Notes represented by the Tempo-

rary Global Note will be treated as a request to exchange such Temporary Global Note pursuant to

this subparagraph (b). Any securities delivered in exchange for the Temporary Global Note shall

be delivered only outside of the United States.

handwritten signatures of two duly authorised representatives of the Issuer. The Global Note will

be deposited with Clearstream Banking AG, Frankfurt am Main (the "Clearing System"). The

Noteholders have no right to require the issue of definitive Notes or interest coupons.

(d) The Noteholders will receive co-ownership participations or rights in the Global Note, which are

transferable in accordance with applicable law and the rules and regulations of the Clearing Sys-

tem.

(e) The term "Noteholder" in these Terms and Conditions refers to the holder of a co-ownership par-

ticipation or right in the Global Note.

§ 2 Status of the Notes, Negative Pledge and Guarantee

(a) Status. The Notes constitute direct, unconditional, unsubordinated and (subject to the provisions of

§ 2(c)) unsecured obligations of the Issuer and rank pari passu without any preference among

themselves and at least pari passu with all other unsubordinated and unsecured obligations of the

Issuer, present and future save for certain mandatory exceptions provided by law.

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