EX-10.11



 Exhibit 10.11 

 
 



 

  
 1 








 



 

  
 2 








 



 

  
 3 








 



 

  
 4 








 



 

  
 5 








 



 

  
 6 








 



 

  
 7 








 



 

  
 8 








 



 

  
 9 








 



 

  
 10 









 



 

  
 11 









 



 

  
 12 









 



 

  
 13 









 



 

  
 14 









 



 

  
 15 









 



 

  
 16 









 



 

  
 17 









 



 

  
 18 









 



 

  
 19 









 



 

  
 20 









 



 

  
 21 









 



 

  
 22 









 



 

  
 23 









 



 

  
 24 









 



 

  
 25 









 



 

  
 26 









 



 

  
 27 









 



 

  
 28 









 



 

  
 29 









 



 

  
 30 









 



 

  
 31 









 



 

  
 32 









 



 
 



 
  

					
	 CP
	  	 Document
	  	 Required Form

		  	I. Corporate Documents	  	
		  	 1.      Directors’ certificate with respect to the corporate documents, the
company’s solvency, specimen signatures
	  	
	(1)	  	 a)      Alcan Singen GmbH
	  	Original
	(2)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Original
	(3)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	Original
		  	 2.      Excerpt from the commercial register (dated less than 2 weeks prior to
signing)
	  	
	(4)	  	 a)      Alcan Singen GmbH
	  	Inspection of Online Register
	(5)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Inspection of Online Register
	(6)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	Certified Copy
		  	 3.      Articles of Association
	  	
	(7)	  	 a)      Alcan Singen GmbH
	  	Copy
	(8)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Copy
	(9)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	Copy
		  	 4.      Shareholder list
	  	
	(10)	  	 a)      Alcan Singen GmbH
	  	Copy
	(11)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Copy
		  	 5.      Shareholder Resolution approving the terms and conditions of the transaction; no
changes to corporate documents; specimen signatures
	  	
	(12)	  	 a)      Alcan Singen GmbH
	  	Copy
	(13)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Copy
	(14)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	Copy
		  	 6.      Board Resolution approving the terms and conditions of the transaction; no changes
to corporate documents, specimen signatures
	  	
	(15)	  	 a)      Alcan Aluminium Valais SA, Sierre
	  	Copy
		  	 7.      Power of Attorneys (if somebody different from the companies’ authorized
representatives will be signing any document)
	  	If applicable
	(16)	  	 a)      Alcan Singen GmbH
	  	Original
	(17)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Original
	(18)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	Original
		  	II. Legal Opinions	  	
	(19)	  	 a)      Legal Opinion delivered by CC and satisfactory to the GE Capital in respect of the
capacity and authority of the German Sellers in connection with the execution and performance of the Factoring Agreement and all other related transaction documents
	  	PDF, Original to follow


  
 33 









 



 
  

					
	 CP
	  	 Document
	  	 Required Form

	(20)	  	 b)      Legal Opinion delivered by WWP in respect of the capacity and
authority of the Swiss Seller in connection with the execution and performance of the Factoring Agreement and all other related transaction documents
	  	PDF, Original to follow
	(21)	  	 c)      Legal Opinion delivered by Mayer Brown and satisfactory to GE Capital
relating to the validity of the AR Financing Facilities Documents and all other relevant transaction documents under German law
	  	PDF, Original to follow
	(22)	  	 d)      Legal Opinion delivered by Pestalozzi and satisfactory to GE Capital relating
to the validity of the AR Financing Facilities Documents and all other relevant transaction documents under Swiss law
	  	PDF, Original to follow
		  	III. AR Financing Facilities Documents	  	
		  	 1.      Alcan Singen GmbH
	  	
	(23)	  	 a)      Customary information reasonably satisfactory to GE Capital on the existing relevant
receivables to be purchased
	  	PDF
	(24)	  	 b)      Factoring Agreement
	  	Original/PDF
		  	 2.      Alcan Aluminium Presswerke GmbH
	  	
	(25)	  	 a)      Customary information reasonably satisfactory to GE Capital on the existing relevant
receivables to be purchased
	  	PDF
	(26)	  	 b)      German AAP RPA
	  	Original/PDF
		  	 3.      Alcan Aluminium Valais SA, Sierre
	  	
	(27)	  	 a)      Customary information reasonably satisfactory to GE Capital on the existing relevant
receivables to be purchased
	  	PDF
	(28)	  	 b)      Swiss RPA
	  	Original/PDF
	(29)	  	 c)      Country Specific Amendment
	  	Original/PDF
	(30)	  	 4.      Fee Letter
	  	Original/PDF
	(31)	  	 5.      Intercreditor Agreement
	  	Original/PDF
	(32)	  	 6.      Parent Guarantee (Germany)
	  	Original/PDF
		  	IV. Credit Insurance	  	
		  	 1.      Alcan Singen GmbH
	  	
	(33)	  	 a)      Receipt of credit insurance policies
	  	
	(34)	  	 b)      Standard credit insurance information, evidencing that in each year, the maximum annual
indemnification amount under the relevant credit insurance is sufficient to cover the applicable credit limit of the top five debtors
	  	PDF
	(35)	  	 c)      Trade Credit Insurance Agreement
	  	Original
	(36)	  	 d)      Trade Credit Insurance Assignment Agreement
	  	Original
			
		  	 i)       Coface
	  	
			
		  	 ii)     ACE European Group (Limit Plus)
	  	
			
		  	 iii)    Euler Hermes
	  	
		  	 2.      Alcan Aluminium Presswerke GmbH
	  	
	(37)	  	 a)      Receipt of credit insurance policies
	  	PDF
	(38)	  	 b)      Standard credit insurance information, evidencing that in each year, the maximum annual
indemnification amount under the relevant credit insurance is sufficient to cover the applicable credit limit of the top five debtors
	  	PDF
	(39)	  	 c)      Trade Credit Insurance Agreement
	  	Original


  
 34 









 



 
  

					
	 CP
	  	 Document
	  	 Required Form

	(40)	  	 d)      Trade Credit Insurance Assignment Agreement
	  	Original
			
		  	 i)       Coface
	  	
		  	 3.      Alcan Aluminium Valais SA, Sierre
	  	
	(41)	  	 a)      Receipt of credit insurance policies
	  	PDF
	(42)	  	 b)      Standard credit insurance information, evidencing that in each year, the maximum annual
indemnification amount under the relevant credit insurance is sufficient to cover the applicable credit limit of the top five debtors
	  	PDF
	(43)	  	 c)      Trade Credit Insurance Agreement
	  	Original
	(44)	  	 d)      Trade Credit Insurance Assignment Agreement
	  	Original
			
		  	 i)       Coface
	  	
		  	V. Collection Accounts	  	
		  	 1.      Alcan Singen GmbH
	  	
	(45)	  	 a)      Account Pledge Agreement
	  	Original
		  	 2.      Alcan Presswerke
	  	
	(46)	  	 a)      Account Pledge Agreement
	  	Original
		  	 3.      Alcan Aluminium Valais SA, Sierre
	  	
	(47)	  	 a)      Account Assignment/Pledge Agreement
	  	Original
			
		  	 i)       Credit Suisse
	  	
			
		  	 ii)     Deutsche Bank
	  	
		  	VI. Consent letter, if applicable, with respect to those debtors with a ban of assignment clause	  	
	(48)	  	 a)      Alcan Singen GmbH: 1
	  	PDF
			
		  	 b)      Alcan Aluminium Presswerke GmbH: not applicable
	  	
			
		  	 c)      Alcan Aluminium Valais SA, Sierre: 2
	  	
		  	VII. Know-Your-Customer	  	
	(49)	  	 1.      Alcan Singen GmbH
	  	PDF
	(50)	  	 2.      Alcan Aluminium Presswerke GmbH
	  	PDF
	(51)	  	 3.      Alcan Aluminium Valais SA, Sierre
	  	PDF
		  	VIII. Receivables	  	
		  	 1.      Statement re Reimbursement Claims, e.g. current status of bonuses granted,
etc.
	  	
	(52)	  	 a)      Alcan Singen GmbH
	  	PDF
	(53)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	PDF
	(54)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	PDF
		  	 2.      Statement re Tolling/Pseudo Tolling Reimbursement Claims
	  	
	(55)	  	 a)      Alcan Singen GmbH
	  	PDF
	(56)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	PDF
	(57)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	PDF
		  	 3.      VAT information
	  	
	(58)	  	 a)      Alcan Singen GmbH
	  	PDF
	(59)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	PDF
	(60)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	PDF
		  	IX: Miscellaneous	  	
		  	 1.      Auditor Agreement (sec. 13.4 of the factoring agreement)
	  	
	(61)	  	 a)      Alcan Singen GmbH
	  	Original
	(62)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	Original


  
 35 









 



 
  

					
	 CP
	  	 Document
	  	 Required Form

	(63)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	Original
		  	 2.      Negative pledge confirmations (corresponding re-assignments if necessary) of all
financing banks and investors
	  	
	(64)	  	 a)      Alcan Singen GmbH
	  	PDF
	(65)	  	 b)      Alcan Aluminium Presswerke GmbH
	  	PDF
	(66)	  	 c)      Alcan Aluminium Valais SA, Sierre
	  	PDF
		  	 3.      Evidence regarding the Completion of the Acquisition
	  	
	(67)	  	Copy of the executed share purchase agreement between inter alia AIF VII Euro Holdings, L.P. and Rio Tinto in the form agreed by GE Factofrance.	  	PDF
	(68)	  	Written confirmation by Wachtell, Lipton, Rosen & Katz that the Acquisition has been completed.	  	PDF
		  	X: Swiss Taxes / VAT	  	
	(69)	  	 1.      True sale tax ruling
	  	PDF
	(70)	  	 2.      VAT Tax Ruling re no acceleration
	  	PDF
	(71)	  	 3.      VAT Ruling re no secondary liability
	  	PDF


  
 36 









 Annex 1 
 Transfer of French Receivables 
 FRENCH PROVISIONS 

Reference is made to a factoring agreement to be dated 16 December 2010 and entered into between Alcan Singen GmbH and GE CAPITAL (the
“Factoring Agreement”). 
 Capitalised terms defined in the Factoring Agreement have, unless expressly defined in this
Agreement, the same meaning in this Agreement. 
 The following clauses of the Factoring Agreement shall be amended/replaced and shall read as
follows: 
  

	1.	AMENDMENTS TO THE FACTORING AGREEMENT 

  

	(a)	The parties agree to amend Clause 2.2 of the Factoring Agreement in respect of the assignment of French Receivables by following paragraphs 2.2.1 to 2.2.5:


 “2.2.1 For the purpose of effecting the transfer of the French Receivables pursuant to the Factoring
Agreement, GE CAPITAL and the ORIGINATOR shall follow the steps and procedure described below. 
 2.2.2 Transfer mode

 On each Transfer Date, the transfer of French Receivables from the ORIGINATOR to GE CAPITAL shall be performed by way of a
transfer document (acte de cession de créances professionnelles) complying with articles L. 313-23 et seq. and articles R. 313-15 et seq. of the French Monetary and Financial Code (Code Monétaire et
Financier) and in the form set out in Schedule 1 (a French Transfer Document). 
 2.2.3 Procedure 

The ORIGINATOR shall offer to sell French Receivables on each Transfer Date by sending the original of a duly signed French Transfer
Document in the form set out in Schedule [1]. The Computer File is attached to each French Transfer Document. The Computer File attached to this French Transfer Document shall allow the identification and individualization of the said French
Receivables. 
 By no later than [6] p.m. on the Transfer Date, GE CAPITAL shall sign and insert the date on the French Transfer
Document. The signed and dated French Transfer Document shall constitute the acceptance of GE CAPITAL to purchase the French Receivables offered pursuant to the offer to sell. 
 2.2.4 Legal consequences 
 The French Receivables together with any ancillary right
attached thereto, shall be transferred to GE CAPITAL and such transfer shall be, as matter of French law: 
  

	 	(a)	valid between GE CAPITAL and the ORIGINATOR; 

  

	 	(b)	enforceable against the corresponding French Debtors; and 

  

	 	(c)	enforceable against third parties, 








 without any other formality, and irrespective of the law governing the French Receivables
and the law of the jurisdiction where the corresponding French Debtors are resident, in accordance with articles L. 313-23 et seq. and articles R. 313-15 et seq. of the French Monetary and Financial Code (Code Monétaire et
Financier) as of the date affixed on the relevant French Transfer Document, on which the relevant French Transfer Document is signed by GE CAPITAL provided however that: 
 (i) the corresponding Debtors and provided may validly discharge their respective debts under the corresponding Receivables by making payment to the relevant ORIGINATOR until a notice of
transfer in the form of Schedule [2] is served to them; and 
 (ii) the corresponding Debtors may assert all defences
(including set-off) arising prior to a notice of transfer referred to in sub-clause (i) above is served on them. 
 2.2.5
Governing law 
 This Clause 2.2 shall be governed by French law.” 

 

	(b)	The parties agree to amend Clause 3 of the Factoring Agreement in respect of the assignment of French Receivables by inserting the following Clause 3.2. (the
remaining paragraphs of Clause 3 being redenominated accordingly): 

 “3.2 On each Transfer Date, GE
CAPITAL shall accept to purchase all the French Receivables set out in an ORIGINATOR’s offer to sell, it being provided that the ORIGINATOR shall have identified in each offer to sell those of the Receivables which fulfill the following
criteria (the French Eligible Receivables) and those which does not fulfill those criteria (the French Non Eligible Receivables): 
  

	 	(i)	the Offer Letter is correct and complete and was dispatched by the ORIGINATOR within the time line set out in clause 2.3 of the Factoring Agreement;


  

	 	(ii)	the relevant French Receivable is Eligible; 

  

	 	(iii)	the French Debtor has been granted a payment term not exceeding 60 days after the relevant invoice date; 


 

	 	(iv)	the relevant French Receivable is not a claim against an Affiliated Company; 


 

	 	(v)	the relevant French Receivable is within the scope of the Debtor Limit; 

  

	 	(vi)	the sum of the amount of the relevant Receivable and all other purchased and unpaid French Receivables against the relevant French Debtor or debtor credit unit –
within the meaning of § 19 of the German Banking Act – does not exceed 30% of all purchased and unpaid French Receivables of the ORIGINATOR against all of his French Debtors; 


 

	 	(vii)	the payment of the purchase price in respect of the purchased Receivable will not result in and excess of the Maximum Commitment; 


 

	 	(viii)	the legal relationship from which such French Receivables arise is governed by French law. 


 

	 	(ix)	the contracts pursuant to which such French Receivables arises do not contain a confidentiality clause or a clause banning the transfer of such French Receivables or
requesting the approval of the parties of the purchaser of such French Receivables; 

  

	 	(x)	such French Receivable is a valid obligation enforceable against the French Debtor; 


  
 - 38 -










	 	(xi)	the payment of such French Receivable in full is (subject to any contractual set-off and right of counterclaim) legally enforceable against the Originator to whom the
invoice is addressed ; 

  

	 	(xii)	the transfer by the Originator to GE CAPITAL of such French Receivable, GE CAPITAL’s ownership of such French Receivable and the transfer to GE CAPITAL of
information about a French Debtor is not made in violation of: 

  

	 	•	 	 the contract pursuant to which such French Receivable arises or any other agreement to which the Originator is a party to an extend that would have a
material adverse effect on the legal transferability or collectability of, or the legal title of GE CAPITAL to such French Receivable; or 


  

	 	•	 	 any applicable laws; 


  

	 	(xiii)	the principal outstanding amount of such French Receivable, as notified in the relevant invoice, is the amount due in respect of that French Receivable under the
relevant contract; 

  

	 	(xiv)	all sums due from or obligations owed by the Originator to the French Debtor have been paid or performed and the Originator does not have any other obligations towards
the French Debtor which, in either case, would give the French Debtor such right to reduce the amount payable for the French Receivable; 

  

	 	(xv)	the correct name and address of the French Debtor and any required purchase order number appear on each invoice or credit note, on any documents evidencing the French
Receivable as required and on the invoice; 

  

	 	(xvi)	the contracts pursuant to which such French Receivable arises have not been entered into with suppliers of the Originator; and 


 

	 	(xvii)	the contracts pursuant to which such French Receivables arise have not been entered into with a public sector company.” 


 

	(c)	The parties agree to amend Clause 4 of the Factoring Agreement in respect of the assignment of French Receivables by inserting the following Clause 4.2 (the
remaining paragraphs of Clause 4 being redenominated accordingly): 

 “4.2 On each Transfer Date, the
purchase price for the French Receivables purchased on that date shall be equal to the aggregate Nominal Amount of the French Eligible Receivables purchased on that date, reduced by deductions relating to the relevant French Eligible Receivable
(such as discounts) that were granted to the relevant French Debtor by the ORIGINATOR, and deducting the Factoring Commission and Interest. 
 If a French Non Eligible Receivable becomes a French Eligible Receivable after its Transfer Date because of a modification of the applicable Debtor Limit or otherwise, GE CAPITAL shall then pay to the
ORIGINATOR an additional purchase price equal to the aggregate Nominal Amount of such French Receivable that have become eligible after the Transfer Date, reduced by deductions relating to the relevant French Receivables (such as discounts) that
were granted to the relevant French Debtor by the ORIGINATOR, and deducting the Factoring Commission and Interest. 
 In the
Bad Debt Case, the purchase price is reduced by the VAT amount included in the Receivable which the ORIGINATOR must claim from the tax authorities (see clause 6.4), at the time the legal prerequisites allowing a recovery of such VAT
amounts are fulfilled. GE CAPITAL undertakes to provide the ORIGINATOR with all information and documents necessary for claiming such VAT amounts from tax authorities. 

  
 - 39 -









 The purchase price regarding the French Receivables purchased on any given Transfer Date
(excluding the Purchase Price Reserve and subject to the settlement of Interest) shall fall due when such French Receivables are purchased. Interest will be charged monthly in arrears. 

Any payments in respect of the purchase price and any charges are made by book entry by GE CAPITAL on the Settlement Account.”

  

	(d)	The parties agree to supplement Clause 19 of the Factoring Agreement in respect of the assignment of French Receivables by adding the following paragraphs 19.5 to
19.7: 

 “19.5 The ORIGINATOR, after having offered to sell the French Receivables to GE CAPITAL,
undertakes not to cancel or vary any of the following with respect to such French Receivable; 
  

	 	•	 	 any contract pursuant to which a French Receivable arises; or 



 

	 	•	 	 any related rights; or 


  

	 	•	 	 any payment terms or settlement discounts; 


 without GE CAPITAL’s written consent; 
 19.6 The ORIGINATOR undertakes to make
sure that every contract pursuant to which a French Receivable arises shall only be entered into in the ordinary course of its trading activities as disclosed to GE CAPITAL;” 

 

	(e)	The parties agree to supplement Clause 2 of the Factoring Agreement in respect of the assignment of French Receivables by adding the following paragraph 2.5:


 “2.5 The ORIGINATOR represents and warrants that the receivables identified in the Offer Letter as
being French Eligible Receivables, comply with the eligibility criteria set out in Clause 3.2 of the Factoring Agreement.” 
  

	(f)	The parties agree to supplement Clause 4.1 of the Factoring Agreement in respect of the assignment of French Receivables by the following paragraph 4.6:


 “4.1 The purchase price for each purchased French Receivable shall be deemed to be inclusive of any
value added tax (VAT) (if any) and GE CAPITAL shall not be required to increase the purchase price for such VAT.” 
  

	(g)	The parties agree to replace Clause 6 of the Factoring Agreement in respect of the assignment of French Receivables by inserting the following paragraph 6.3 (the
remaining paragraphs of Clause 6 being redenominated accordingly): 

 “6.3 Bad Debt Case means,
for the French Receivables, that the relevant Debtor: 
 (a) fails to pay a Receivable within 120 days after its
due date without disputing its obligation to pay prior to or after the expiry of such period; or 
 (b) is in situation of
état de cessation des paiements or is subject to bankruptcy proceedings (sauvegarde, redressement or liquidation judiciaire) or amicable reorganisation (conciliation or mandat ad hoc) or is in a
situation or is subject to a procedure similar to those referred to above.” 

  
 - 40 -










	(h)	The parties agree to supplement Clause 6 of the Factoring Agreement in respect of the assignment of French Receivables by inserting the following paragraph
6.6: 

 “6.6 GE CAPITAL hereby grants power of attorney and appoints the ORIGINATOR to act as its
agent, in its name and behalf, pursuant to the terms of a mandate (mandat) which the ORIGINATOR hereby accepts to collect and recover from the relevant tax administration, VAT which has already been paid or accounted for in respect of
assigned French Receivables which have become uncollectible.” 
  

	(i)	The parties agree to supplement Clause 6 of the Factoring Agreement in respect of the assignment of French Receivables by adding the following paragraph 6.7:


 “6.7 The ORIGINATOR shall take such steps and do all things as may be necessary or appropriate for the
recovery and/or reimbursement from the relevant tax administration of the amount of VAT which has already been paid or accounted for in respect of assigned French Receivables which have become uncollectible and are eligible for such recovery and/or
reimbursement from the relevant tax administration. 
 Furthermore, the ORIGINATOR, acting as servicer of the assigned French
Receivables shall transfer to GE CAPITAL the amount of VAT bad debt relief corresponding to the said assigned French Receivables that shall be recovered from, or refunded by, the relevant tax administration.” 

 

	(j)	The parties agree that Clause 8.1 of the Factoring Agreement shall not apply to the French Receivables. 


 

	(k)	The parties agree to amend Clause 11.1(b) of the Factoring Agreement in respect of the French Receivables by the following paragraph 11.1(b):


 “any and all claims for delivery of such assets, in particular in the event of an unwinding of the
contract, as well as the right to rescind the contract including, for the French Receivables, any retention of title right over the goods delivered by the ORIGINATOR under such contract” 

 

	(l)	The parties agree to amend Clause 13 of the Factoring Agreement in respect of the assignment of French Receivables by inserting the following paragraph 13.2 (the
remaining paragraphs of Clause 13 being redenominated accordingly): 

 “13.2.1 In the Disclosed
Procedure for the French Receivables, GE CAPITAL (i) will notify the French Debtors of each Transfer Date by delivering a notice of transfer in the form of Schedule 2 and, (ii) may request any or all French Debtors to accept the
assignment of French Receivables owing by them in accordance with article L.313-29 of the French Monetary and Financial Code. 

In addition, the ORIGINATOR will indicate on its invoices a clearly visible note of assignment.” 

 

	(m)	The parties agree to supplement Clause 21 of the Factoring Agreement in respect of the French Receivables by inserting the following paragraph 21 (h):


 “(h) Notwithstanding paragraph (c) above, the transfer of the French Receivables made in accordance
with Clause 2 shall be governed by French law and the competent court of Paris have exclusive jurisdiction to settle any dispute in relation with such assignment.” 

  
 - 41 -










	(n)	The parties agree to supplement Clause 24 of the Factoring Agreement in respect of the assignment of French Receivables by adding the following paragraph:


 “All amounts expressed to be payable by the ORIGINATOR (including without limitation the Factoring
Commission) shall be deemed to be exclusive of VAT (if any). If VAT is chargeable on such amounts, the amounts payable by the ORIGINATOR shall be increased by the amount of such VAT.” 

 

	(o)	The parties agree to amend or supplement Section F (Definitions) of the Factoring Agreement in respect of the assignment of French Receivables by adding the
following definitions: 

 Computer File: electronic file containing all the relevant information
(including all the information set out in Clause 3.1) for the purpose of identifying and individualizing (including, inter alia, the name and details of the French Debtor, the invoice number, the invoice issue date and the due date) the French
Receivables which are owned by the Originator as at the relevant Transfer Date. 
 Debtors: All present and future
counterparties of the ORIGINATOR to contracts (including the French Debtors) pursuant to which the ORIGINATOR owes the delivery of goods and/or the rendering of services for which the relevant counterparty owes payment, provided that the Debtors
included in the factoring agreement are set out in schedule 1 (Terms and Conditions). 
 French Debtor: any Debtor of a
French Receivable. 
 French Receivable: any Receivable which is governed by French law and owed by a French Debtor,
together with the related rights listed in clause 11.1 of this agreement . 
 Transfer Date: the date on which the
ORIGINATOR sends an Offer Letter to GE CAPITAL, in accordance with clause 2.3 of this agreement. 
 Receivables: all
existing and future payment receivables arising under agreements for the delivery of goods and/or the rendering of services by the ORIGINATOR vis-à-vis its Debtors (including the French Receivables). 

Any and all other provisions of the Factoring Agreement shall apply and shall remain unaffected hereby. 

  
 - 42 -









  
 



 

  
 - 43 -









  
 



 

  
 - 44 -









 Translation for information purposes only 

FRENCH TRANSFER DOCUMENT 
 governed by the provisions of Articles L. 313-23 to L. 313-34 of the French Code monétaire et financier 
  

	1.	THE SELLER 


[Name of the Seller] [type of company], having its registered office at [—], registered with the [—], under the number [—], represented by
[—], duly authorised for the purpose hereof (the Seller). 
  

	2.	THE PURCHASER 

 GE
CAPITAL BANK AG [type of company], having its registered office at [—], registered with the [—], under the number [—], , represented by [—], duly authorised for the purpose hereof (the Purchaser). 

 

	3.	DATE 

 The date of
delivery of the Transfer Document to the Purchaser:                      [Date to be affixed by the Purchaser]. 

 

	4.	TRANSFER OF RECEIVABLES 


The Seller transfers to the Purchaser the receivables (Receivables) referred to in paragraph 5 without warranty or recourse other
than those provided for the existence of the Receivables and the security and ancillary rights attached thereto in accordance with the provisions of the Factoring Agreement (the Agreement) dated
[—], in accordance with the terms and conditions described in such Agreement. The transfer of the Receivables occurs on the date of this transfer document. 

 

	5.	TRANSFERRED RECEIVABLES 


The transferred receivables (the Receivables) correspond to [number of Receivables] (including their ancillary rights) being
defined as French Receivables, having an outstanding amount of [to be inserted] and that constitute all the Receivables named [to be inserted] in the computer file delivered with this transfer document. 

PURCHASE PRICE 
 [The total purchase price of the Receivables provided for in Article 5 is [amount] and is payable in accordance with Clause 4 (Purchase Price, Due Date, Reserves, Factoring Commission, Interest) of
the Agreement. 
  

	6.	GENERAL 

 Capitalised
terms and expressions used herein in English shall, unless the context requires otherwise, have the meaning ascribed to them in the Agreement. 

  
 - 45 -










			
	  

	[NAME OF SELLER]
		
	by:	 	
		
	Name:	 	
		
	Title:	 	
		
	Date:	 	
	
	  

	[NAME OF PURCHASER]
		
	by:	 	
		
	Name:	 	
		
	Title:	 	
		
	Date:	 	


  
 - 46 -









  
 



 

  
 - 47 -









  
 



 

  
 - 48 -









 Translation for information purposes only 

FORM OF LETTER OF NOTIFICATION 
 NOTIFICATION TO THE FRENCH DEBTOR OF THE TRANSFER OF RECEIVABLES IN ACCORDANCE TO ARTICLE 313623 TO 313-34 OF THE FRENCH MONETARY AND FINANCIAL CODE 

[place], [date] 
 Registered letter with
recorded delivery 
 Dear Sirs, 

Notification to the French Debtor of the transfer of French Receivables in accordance to Article 313-23 to 313-34 of the French Monetary and Financial
Code 
 We refer to a Factoring Agreement dated [—] 2010 entered into between [—] as Seller and GE CAPITAL BANK as Purchaser (the Agreement) and to the French Transfer Document dated [—], under which transfer of receivables has
been made to our benefit. 
 In accordance with article L.313-23 to L.313-34 of the French Monetary and Financial Code, [—] has transferred to us the following receivables in respect of which you are the debtor: 
  

																	
	 Transferred Debtor
	  	Contract under
which the
transferred
receivable arise	 	 	Amount or
valuation of the
transferred
receivable	 	 	Contemplated
place of payment	 	 	Maturity date	 
	 [—]
	  	 	[	—] 	 	 	[	—] 	 	 	[	—] 	 	 	[	—] 

 In accordance with the provisions of article L.313-28 of the French Monetary and Financial Code, we hereby instruct you
to stop making payment of any sum due under the receivables to [—]. As from the date of receipt of this notice, we also instruct you to make payment of such sum due by your company under the
receivables by direct debit bank transfer to the credit of the following bank account: 
 Name of the beneficiary: 

Account Bank: 
 Swift: 

Account number: 
 IBAN: 

Moreover, pursuant to Article R. 313-16 of the French Monetary and Financial Code, we hereby request you that all present and future invoice(s)
not in our possession relating to the Receivables include the following compulsory mention: “The receivable arising out of the present invoice has been assigned to GE Factofrance SNC pursuant to Articles L. 313-23 à L. 313-34 of the
French Monetary and Financial Code. Payment must be made by wire transfer to the following account No. [Insert IBAN references] with [Insert name of bank account]. 

  
 - 49 -










			
	Done in [—]
		
	On	 	  

		
	[—]	 	
		
	By:	 	  

		
	Name:	 	  



  
 - 50 -









  
 



 

  
 - 51 -









 ANNEX 2 
 FORM OF OFFER LETTER 
 B. English 

 

							
	 GE Capital Bank AG

Heinrich-von-Brentano-Str. 2
 55130
Mainz
	 		  	Submission No.:	  	1
	 		  		  	
	 		  	ORIGINATOR number:	  	001 /
	 		  		  	
	 		  	ORIGINATOR:	  	 
		 		  		  	 
	Currency:      EURO	 		  		  	 


Change in inventory Intercredit-process 
 On the basis of the concluded Factoring Agreement between us, please find enclosed the following listed documents. We would like to offer you the sale and assignment of the account receivables which are
specified by the enclosed invoices and files. The goods which we have invoiced have been delivered. Goods on consignment have not been billed. The enclosed receipts regarding credit balances state the respective reason. 

 

													
	+	 	 	  	 Copies of invoices amounting to
 (acc. to enclosed addition slip)
	  	 	  	old balance:	  	 
		 		  		  		  		  		  	
	+	 	 	  	 Copies of debit entries amounting to
 (acc. to enclosed addition slip)
	  	 	  		  	
		 		  		  		  		  	sub-total:	  	 
					 		
		 		  		  		  	 	  		  	
		 		  		  		  		  		  	
	./.  	 	 	  	 Credit balances amounting to
 (acc. to enclosed addition slip)
	  	 	  		  	
		 		  		  		  		  		  	
		 		  		  	Receipt of payment net	  	 	  		  	
		 		  		  		  	 	  		  	
		 		  		  		  		  		  	
		 		  		  	 + deductions
  
	  	 	  		  	
		 		  		  		  		  		  	
	./.	 		  		  	Receipt of payment gross	  	 	  		  	
		 		  		  		  	 	  		  	
							 
		 		  		  		  		  	new balance:	  	 


 

							
	  
	 		 	  

	Place, Date	 		 	Stamp and legally binding signature
	  
	 		 	  



  
 - 52 -









 ANNEX 3 
 TRADE CREDIT INSURANCE AGREEMENT 
 Supplement Agreement 

to a Factoring Agreement 
 between 
 GE Capital Bank AG, 

Heinrich-von-Brentano-Straße 2, 
 55130 Mainz, Germany 
 hereinafter referred to as “GE Capital”

 and 

[—] ,
[—], 
 hereinafter referred to as “Originator”

 The Originator has entered into a trade credit insurance agreement [insurance policy
no.[—]] with [—] [insurance company]. As a part of this agreement certain credit limits are assigned to the Originator’s customers from
time to time. 
 GE Capital will use these limits as a basis for the allocation of the Debtor Limits pursuant to section 7 of the Factoring
Agreement. GE Capital, however, reserves the right to modify the Debtor Limits higher or lower than set by the credit insurer’s granted limits within the boundaries of the Factoring Agreement. Within the limit set out by GE Capital, GE Capital
assumes the Bad Debt Coverage (Delkrederehaftung) pursuant to section 6 of the Factoring Agreement. 
 GE Capital must be informed
without undue delay (unverzüglich) about any granting, changes and cancellations of limits of which the Originator is aware of by way of electronic transfer (i.e. the Originator shall provide GE Capital per email with scanned copies of
the granted/changed/cancelled limits, as applicable). 
 The Originator undertakes to pay the remuneration (fees, costs, etc.) when due to the
credit insurer in accordance with the insurance policy. 
 The Originator hereby undertakes to assign the payment claims against the credit
insurer in accordance with the separate assignment agreement and to request the credit insurer to approve the terms of such assignment. Furthermore, the Originator shall request the credit insurer to accept that GE Capital shall conduct the
collection procedure upon revocation of the Undisclosed Procedure. The relevant declarations are to be provided to GE Capital as soon as they have been received from the relevant credit insurance provider. 

Mainz, Germany, [—]            [—], [—] 

  
 - 53 -










							
	GE CAPITAL BANK AG
				
		 	  
	 		 	  

	Signed by:	 	[—]	 		 	[—]
				
	Title:	 	[—]	 		 	[—]
				
	[—]	 		 		 	
				
		 	  
	 		 	  

	Signed by:	 	[—]	 		 	[—]
				
	Title:	 	[—]	 		 	[—]


  
 - 54 -









  
 



 

  
 - 55 -










							
	GE CAPITAL BANK AG
				
		 	  
	 		 	  

	Name:	 	[—]	 		 	[—]
				
	Position:	 	[—]	 		 	[—]
				
	[—]	 		 		 	
				
		 	  
	 		 	  

	Name:	 	[—]	 		 	[—]
				
	Position:	 	[—]	 		 	[—]


  
 - 56 -









 ANNEX 4 
 ASSIGNMENT AGREEMENT ON TRADE CREDIT INSURANCE 
 We, the company 

[—], 
 hereby assign the existing and future claims against 
 [—] 
 arising under the Trade Credit Insurance in relation to sold and/or assigned receivables to

 [Insurance Policy No. [—]] 

to 
 GE Capital Bank AG

 Heinrich-von-Brentano-Straße 2 
 55130 Mainz 
 Simultaneously, the Trade Credit Insurer is authorized to pass decisions of limits
directly to GE Capital Bank AG. GE Capital Bank AG and the Trade Credit Insurer are authorized to mutually exchange any necessary information. 
  

			
	[Place[—], date[—]]	 	  

		
		 	Company’s stamp/Signatures

 Hereby we accept the assignment:. 
 Mainz, [date
[—]] 

  
 - 57 -









 CE Capital Bank AG 

  
 - 58 -









 NOTIFICATION OF ASSIGNMENT TO TRADE CREDIT INSURER 

[Drafting note: Depending on with which insurance companies the ORIGINATOR has entered into credit insurance agreements, the relevant following drafts
shall be used:] 
 a) Euler Hermes: 
  

			
		 	Björn Hemp
		 	Neukundenbetreuer
		 	GE Capital Bank AG
		 	T +49 (0) 6131 4647 486
	Euler Hermes Kreditversicherungs AG	 	M +49 (0) 162 205 4249
	Niederlassung Mitte	 	F +49 (0) 6131 809 337
	Hans-Joachim Schieffer	 	E bjoern.hemp@ge.com
	Große Gallusstraße 1-17	 	
	60311 Frankfurt	 	
		
	[date [—]]	 	
		
	Assignment Agreement by [company [—]]	 	
		
	[insurance policy no. [—]]	 	

 Dear Madam or Sir, 
 The aforementioned company has assigned their existing and future claims in relation to sold and assigned receivables arising under or in connection with the Trade Credit Insurance against Euler Hermes
Kreditversicherungs-AG pursuant to insurance policy no. [—] 
 to us, 

GE Capital Bank AG 
 Heinrich-von-Brentano-Straße 2 
 55130 Mainz, Germany

 (see enclosure). 
 Kindly
confirm your approval to us in writing as to the aforementioned assignment agreement. In case you approve, kindly have all payments resulting from the claims paid to the bank account 
 Account No: 300 111 
 BIN: 550 305 00 

SWIFT: HRBKDE 51 
 IBAN:
DE    5503 0500 0300 11. 
 Furthermore, kindly include the clause “insurance coverage for sold claims”
(“Versicherungsschutz für verkaufte Forderungen”) and thus GE Capital Bank AG as additionally insured company to the contract. As to the collection of receivables, kindly authorize GE Capital Bank AG, Mainz, Germany, to conduct
the collection procedure in addition to Euler Hermes Forderungsmanagement GmbH. 

  
 - 59 -









 We appreciate your effort. 
 Kind regards 
 GE Capital Bank AG 
 Enclosures 

  
 - 60 -










			
	b) Coface	 	
		 	Björn Hemp
		 	Neukundenbetreuer
		 	GE Capital Bank AG
		 	T +49 (0) 6131 4647 486
		 	M +49 (0) 162 205 4249
		 	F +49 (0) 6131 809 337
	Coface Kreditversicherung AG	 	E bjoern.hemp@ge.com
	Isaac-Fulda-Allee 1	 	
	55124 Mainz	 	

 [date [—]] 

Assignment Agreement by [company [—]] 
 [insurance policy no. [—]] 
 Dear Madam
or Sir, 
 The aforementioned company has assigned their existing and future claims in relation to sold and/or assigned receivables arising
under or in connection with the Trade Credit Insurance against Coface Kreditversicherung AG pursuant to insurance policy no. [—] 
 to us, 
 GE Capital Bank AG 

Heinrich-von-Brentano-Straße 2 
 55130 Mainz, Germany 
 (see enclosure). 

Kindly confirm your approval to us in writing as to the aforementioned assignment agreement. In case you approve, kindly have all payments resulting from
the claims paid to the bank account 
 Account No: 300 111 

BIN: 550 305 00 
 SWIFT: HRBKDE 51 
 IBAN: DE    5503 0500 0300 11

 In connection with the assignment of the claims to payment under the above-mentioned insurance policy, we are happy to confirm to you
that proceeds from any security granted and other amounts paid by the insured company that were transferred to us under the Factoring Agreement, will still be deducted in the damage calculation of the credit insurer under the terms of the Trade
Credit Insurance Agreement (together with standard conditions of insurance and supplementary provisions). This also applies to the indemnifications of 

  
 - 61 -









 
the above mentioned security or any other payments provided. The credit insurer is entitled to the proceeds of collateral and other payments after the indemnification of the credit insurer up to
the amount of indemnification, whereupon a new damage settlement takes place under proportional allocation (Indemnity / Deductible). 
 We will
inform the credit insurer immediately about the respective proceeds and other payments. 
 At the same time we will transfer the receivables
underlying the indemnification including the reservation of property rights, which adhere to these receivables. 
 Furthermore we ask you to
file GE Capital Bank AG, Heinrich-von Brentano-Straße 2, 55130 Mainz as a further collection agency (Inkassostelle). 
 We
appreciate your effort. 
 Kind regards 
 GE Capital Bank AG 
 Enclosure 

  
 - 62 -









 



 

  
 - 63 -









 CE Capital Bank AG 

  
 - 64 -









 



 







 



 

  
 - 66 -









 



 

  
 - 67 -









 



 

  
 - 68 -









 ANNEX 5 
 ACCOUNT PLEDGE AGREEMENT 
 Account Pledge and Trust Agreement

 the “Agreement” 
 between 
 GE Capital Bank AG 

Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany 
 -hereinafter referred to as “GE CAPITAL”- 
 as Trustor and Pledgee

 and 

[—], [—] 

-hereinafter referred to as “ORIGINATOR” 
 as Trustee and Pledgor 
 1. Pledged Account, Obligation to Transfer 

1.1 GE CAPITAL and the ORIGINATOR have entered into a Factoring Agreement under which GE CAPITAL acquires accounts receivables from the ORIGINATOR
owed by its debtors, thus GE CAPITAL is entitled to debtors’ payments. 
 1.2 The ORIGINATOR and GE CAPITAL hereby agree that the
ORIGINATOR’s following bank account shall be the Pledged Account as defined in the Factoring Agreement: 

Account-No.: [—]    Account Bank: Deutsche Bank
AG    BLZ/IBAN: [—] 
 1.3 The ORIGINATOR is obliged vis-à-vis GE
CAPITAL to forward to GE CAPITAL without undue delay all incoming payments to the Pledged Account as well as all payments otherwise received from debtors. 
 2. Pledge 
 2.1 To secure any and all of GE CAPITAL’s present and future claims against
the ORIGINATOR pursuant to section 1.3 and arising out of the Factoring Agreement, in particular from clause 5 of the Factoring Agreement, and its performance, and to secure any and all other present and future claims of GE CAPITAL against
the 

  
 - 69 -









 
ORIGINATOR arising from the business relationship, the ORIGINATOR hereby pledges any and all of its rights to payment of any and all future credits (surplus) relating to the Pledged Account,
which the ORIGINATOR is entitled to, regarding balances from current accounts (Kontokorrent) of the Pledged Account as well as the rights to the daily balance resulting from the current account agreement related to current payouts
between balancing of accounts, including the right to transfer any credits standing to the account of the Pledged Account and the right to credit the received amounts (altogether “Claims on Credit and from Credit”) to GE
CAPITAL. GE CAPITAL hereby accepts such pledge. 
 3. Collection Authority (Einziehungsermächtigung)

 3.1 The ORIGINATOR is solely entitled to claim performance in favor to GE CAPITAL. 

3.2 GE CAPITAL is solely entitled to collect all Claims on Credit and from Credit – especially even those prior to the maturity of the pledge
(Pfandreife). 
 3.3 GE CAPITAL undertakes vis-à-vis the ORIGINATOR to pay out to the ORIGINATOR any amount paid into the
Pledged Accounts which have been made towards any receivables which have verifiably not been assigned or transferred to GE CAPITAL under or in connection with the Factoring Agreement. 

4. Trust Arrangement and waiver from the confidentiality obligation 
 4.1 The ORIGINATOR and GE CAPITAL agree that the Pledged Account is held by the ORIGINATOR as a Trustee on its own behalf but only for the sole purpose of providing security for GE CAPITAL (the
“Trust Arrangement”). The funds and assets paid to the Pledged Account shall be transferred to GE CAPITAL only. The ORIGINATOR is obliged to refrain from disposing of any amounts standing to the credit of the Pledged Account
and not to otherwise charge the Pledged Account. If any of the ORIGINATOR’s debtors pay to any account other than the Pledged Account, the ORIGINATOR agrees to forward these payments to GE CAPITAL or to a Pledged Account
without undue delay. 
 4.2 The ORIGINATOR hereby releases the account bank vis-à-vis GE CAPITAL from any confidentiality obligations
with respect to the Pledged Account. 
 5. Notification, Receipt and Subordination / Waiver 

5.1 The ORIGINATOR agrees vis-à-vis GE CAPITAL to notify the account bank of the pledge, the Collection Authority
(Einziehungsermächtigung), the Trust Arrangement and the waiver from the confidentiality obligations (Notification). 
 5.2
Furthermore the ORIGINATOR undertakes to provide GE CAPITAL with the account bank’s acknowledgement whereupon the account bank: 
 (a)
confirms the receipt of the Notification; and explains that 
 (b) has not been provided with any other notifications of pledges and that the
account bank has no knowledge of other third party rights with respect to the Pledged Account; 
 (c) subordinates any of its statutory
pledges to pledges created pursuant to this Agreement – except for the following claims as set out under section 5.3 below – and unconditionally and irrevocably waives any retention and set-off rights that it may have with respect to the
ORIGINATOR’s receivables due from the Pledged Account as well as to other pledged account deductions (the “Subordination / Waiver”); 
 (d) issues bank statements to both the ORIGINATOR and GE CAPITAL in accordance with the ORIGINATOR’s order to issue bank statements and related data / documents in paper or digital form; 

  
 - 70 -









 (e) acknowledges that the ORIGINATOR is only entitled to request payments for Claims on Credit and from
Credit to GE CAPITAL and that only GE CAPITAL is entitled to collect the Claims on Credit and from Credit – also prior to the maturity of the pledge. 
 5.3 The Subordination / Waiver shall not apply with respect to claims arising from and relating to: 
 (a) cancellation and correction entries; 
 (b) reversals of reserved bookings (e.g.
check or direct debit) and unintentional payments; 
 (c) fees and other account charges or fees in the context of normal business;

 provided, however, that such claims as set out in these sections 5.3 a – c above arise in connection with the Pledged Account and
do not derive from a different relationship between the ORIGINATOR and the account bank. 
 5.4 GE CAPITAL hereby declares vis-à-vis the
account bank (§328 / German Civil Code) that the Trust Arrangement between GE CAPITAL and the ORIGINATOR does not affect the account bank’s subordinated pledge and that GE CAPITAL is jointly and severally liable in addition to the
ORIGINATOR for all claims, arising from the issues mentioned in 5.3. 
 6 ORIGINATOR’s guarantee 

6.1 The ORIGINATOR represents and warrants that there are no rights of third parties related to the pledged claims and rights, except for the pledges
pursuant to the account bank’s standard terms and conditions (AGB-Pfandrechte). 
 6.2 It’s the ORIGINATOR’s duty to
promptly notify GE CAPITAL in case of third parties claiming such rights. 
 7. Authorization 

7.1 The ORIGINATOR authorizes GE CAPITAL to notify the account bank of the pledge and to receive any declarations from the account bank. GE CAPITAL and
the ORIGINATOR agree to inform each other about any declarations received from the account bank without undue delay. 
 7.2 The
ORIGINATOR’s obligation as set out in section 5 above remains unaffected by this precautionary issued Authorization. 
 8. Other
Regulations 
 8.1 This Agreement and a security interest of GE CAPITAL, constituted after or due to this Agreement shall be valid and will
not be released until all secured debt has been paid in full under the appropriate conditions. 
 8.2 If any provisions of this agreement are or
become unlawful, invalid or infeasible, the lawfulness / validity or feasibility of the remaining provisions will not be affected thereby. 

8.3 This Agreement shall be governed by German law. 
 8.4 This Agreement shall be executed in the German and the English language; both versions, the German as well as the English language versions shall be binding versions. The German version shall prevail
in case of any discrepancy between the German and the English version. 

  
 - 71 -










			
	[place [—]], [date [—]]	 	  

		
	Mainz, [date [—]]	 	  

		
		 	GE CAPITAL BANK AG


  
 - 72 -









 Pledge of Accounts between [—], [—], [—] and GE Capital Bank AG, Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany 

Account-No: [—], BLZ/IBAN: [—] – hereinafter
referred to as “Pledged Account” 
 Dear [—], 

We hereby notify you of the fact that by agreement dated [—] we pledged any and all present and future
claims to payment of any and all present and future credits (surplus), which we are entitled to, regarding balances from current accounts (Kontokorrent), as well as the rights to the daily balance resulting from the current account agreement
related to current payouts between balancing of accounts, including the right to transfer any credits standing to the account and the right to credit the received amounts (altogether “Claims on Credit and from Credit”) to GE Capital Bank
AG, Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany. 
 Notwithstanding of the statutory scheme, GE Capital Bank AG is exclusively
entitled to collect all Claims in Credit and from Credit – especially prior to the maturity of the pledge (Pfandreife). We are only entitled to demand performance to GE Capital Bank AG. 

Furthermore we release you vis-à-vis GE Capital Bank AG from any confidentiality obligation, especially from the banking secrecy, with respect to
the Pledged Account. We hereby instruct you to send to GE Capital Bank AG duplicates of bank statements or copies of the bank statements and, on request, the corresponding data / supporting documents in paper or digital form. We also agree
that GE Capital Bank AG receives an electronic authorization information (elektronische Auskunftsberechtigung) related to the Pledged Account. 
 Kindly confirm to GE Capital Bank AG that you have not received any other notification of a pledge relating to the Pledged Account and that you do not have any knowledge of any third parties rights
relating to the Pledged Account. 
 Furthermore, kindly subordinate your pledges to the pledge granted to GE Capital Bank AG and waive
any retention and set-off rights that you may have with respect to the Pledged Account as well as any other deductions from the Pledged Account (the “Subordination / Waiver”) 

The Subordination / Waiver does not apply to claims arising from or in connection with cancellation and correction bookings, reversals of reserved
bookings (e.g. check or direct debit) and unintentional payment as well as fees and other account charges or fees in the ordinary course of business, provided that the relevant facts exclusively concerns the Pledged Account and are not due to
any other relation between you and us. 
 We keep the Pledged Account as a trustee for GE Capital Bank AG. The trust arrangement between
GE Capital Bank AG and us does not affect your subordinated pledge to be remained unaffected. The payments received to the Pledged Account only serve the purpose to be transferred to GE Capital Bank AG. 

The pledge of the account shall terminate as soon as GE Capital Bank AG will have notified you of a respective release. 

Furthermore we inform you that GE Capital Bank AG has assumed the joint and several liability (§328 / German Civil Code) for your rights
against us arising from or in connection with the cancellation and correction bookings, reversals of reserved bookings and unintentional payments as well as fees and other account charges or fees in the ordinary course of business, provided that the
relevant facts concern exclusively the Pledged Account and is not due to any other relation between you and us. 

  
 - 73 -









 We ask you to acknowledge the receipt of this notice and that you agree with the above regulations by
sending the confirmation legally valid signed by you to GE Capital Bank AG. 
 Kind regards, 

  
 - 74 -









 To 

GE Capital Bank AG 

Heinrich-von-Brentano-Straße 2 
 55130
Mainz, Germany 
 Notification of account pledge re Account-No. [—], BLZ/IBAN [—], Account Holder: [—], [—], [—] 

Dear Madam or Sir, 
 We refer to the notice
dated [—] of [name[—]] and confirm the receipt of the notification of the pledge. 
 We hereby acknowledge, 
  

	a)	that we have not received any other notification of pledge and that we don’t know about any third party rights in respect to this account.


  

	b)	that we subordinate all our pledges to the pledge created in favor of GE Capital Bank AG and unconditionally and irrevocably waive any of our retention and set-off
rights that we may have with respect to the pledged account as well as other deductions from the pledged account (Subordination / Waiver). 

 The Subordination / Waiver shall not apply with respect to claims arising from and relating to cancellation and correction entries, reversals of reserved bookings (e.g. check or direct debit) and
unintentional payments, fees and other account charges or fees in the context of normal business, provided that such claims arise in connection with the pledged account and do not derive from a different relationship between us and the pledgor.

 We have taken notice of the fact that GE Capital Bank AG has taken over the joint and several liability (§ 328 /
German Civil Code) for our claims against the ORIGINATOR arising from and relating to cancellation and correction entries, reversals of reserved bookings and unintentional payments, fees and other account charges or fees in the context of normal
business, provided that, however, that such claims arise in connection with the pledged account and do not derive from a different relationship between us and the ORIGINATOR. 

 

	c)	to consider that the pledgor is solely entitled to claim performance in favor of GE Capital Bank AG and that GE Capital Bank AG is entitled particularly to collect the
claims from credits – especially even prior to the maturity of the pledge (Pfandreife). We will respect the Collection Authority (Einziehungsermächtigung) by GE Capital Bank AG especially prior to maturity of the pledge, even
in the case of bankruptcy or any revocation of the ORIGINATOR. 

  

	d)	that we send duplicates of bank statements or copies of bank statements and – on request – the corresponding data / supporting documents in paper or digital
form to GE Capital Bank AG and that GE Capital Bank AG receives an electronic authorization of information for the pledged account. 

  

	The	pledge of the account shall be terminated if GE Capital Bank AG has shown us the release of the lien. 


  
 - 75 -









 Kind regards 
 Deutsche Bank AG 

  
 - 76 -









 



 

  
 - 77 -









 



 

  
 - 78 -









 



 

  
 - 79 -









 



 

  
 - 80 -









 



 

  
 - 81 -









 



 

  
 - 82 -









 



 

  
 - 83 -









 



 

  
 - 84 -