0001047469-98-001149 Sample Contracts

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FORM OF DRF NOTE
Reltec Corp • January 15th, 1998

This Note is one of the DRF Notes referred to in the Amendment and Restatement, dated as of September 20, 1996, amending and restating the Credit Agreement, dated as of July 31, 1995, among the Borrower and RELTEC (UK) Limited, the financial institutions from time to time party thereto (the "Banks") (including the Bank), and the Agent (as from time to time in effect, the "Credit Agreement"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). As provided in the Credit Agreement, this Note is subject to mandatory repayment prior to the Maturity Date, in whole or in part.

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Company Pledge Agreement • January 15th, 1998 • Reltec Corp • New York
Exhibit 10.12 UK PLEDGE AGREEMENT
Pledge Agreement • January 15th, 1998 • Reltec Corp • England
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