Exhibit 99.11
Execution copy
INSTRUCTIONS TO THE NOTARY
MORTGAGE MANDATE
HYPOTHECAIR MANDAAT
DATED 11 FEBRUARY 2004
GRANTED BY
SOLUTIA EUROPE SA/NV
[NOTE: FOR TRANSLATION PURPOSES ONLY -
DEFINITIVE MORTGAGE MANDATE TO BE IN DUTCH]
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TABLE OF CONTENTS
1. Definitions......................................................4
2. Appointments.....................................................5
3. Representations, warranties and undertakings.....................7
4. Continuing security and other matters............................8
5. Enforcement......................................................9
6. Application of proceeds..........................................9
7. Indemnity.......................................................10
8. Discharge of the pledge.........................................10
9. Liability of Attorneys and Beneficiaries........................10
10. Responsibility of the Beneficiary...............................10
11. Expenses........................................................11
12. Notices.........................................................11
13. General.........................................................12
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MORTGAGE MANDATE
BY:
(1) SOLUTIA EUROPE SA/NV, a Belgian company limited by shares, having
its registered office at Boondaelse Steenweg 6, B-1050 Brussels,
Belgium and registered at the Crossroads Bank for Enterprises,
under enterprise number 0460.474.440,
(the GRANTOR);
TO:
(2) KBC LEASE NV, with registered office at Kosterstraat 209, B-1831
Diegem, Belgium;
(3) CARINE BODDAERT, residing at Europalaan 122, B-3600 Genk, Belgium;
(4) DIRK DE BLESER, residing at Oude Tramweg 18, B-3540 Herk-De-Stad,
Belgium;
(5) ANDRE FOSTIE, residing at Marktweg 67, B-9500 Geraardsbergen,
Belgium;
(6) EDWIN HUYGHE, residing at Mechelsesteenweg 194, B-3020 Herent,
Belgium;
(7) ISABELLE VEN, residing at Hendrik Meyslaan 21, B-2100 Deurne,
Belgium;
(8) VEERLE VERCAIGNE, residing at Kruisboommolenstraat 29, B-8800
Roeselare, Belgium; and
(9) DIRK WITTERS, residing at Lindenlaan 207, B-9120 Beveren, Belgium,
(the ATTORNEYS);
FOR THE PURPOSE OF GRANTING MORTGAGE(S) TO:
(10) KBC BANK NV, a Belgian bank, with registered office at Havenlaan 2,
B-1080 Brussels, Belgium, registered at the Crossroads Bank for
Enterprises, under enterprise number 0462.920.226 and acting for
itself and as joint creditor pursuant to Clause 2.1 of the
Collateral Agency Agreement (as defined below),
(the BENEFICIARY).
WHEREAS:
(A) The Grantor and the Noteholders have agreed to amend and restate
the Grantor's euro 200,000,000 6.25 percent Notes due 2005, as
amended and restated, the euro 200,000,000 10.00 percent Senior
Secured Notes due 2008 (together with the Terms and Conditions of
Notes annexed thereto, as amended, modified or supplemented from
time to time, the NOTES and such Terms and Conditions of Notes, as
amended, modified or supplemented from time to time, the TERMS AND
CONDITIONS OF NOTES) pursuant to an Agreement of Understanding and
Restructuring dated 30 January 2004 among the Grantor and the
Noteholders party thereto (as amended, modified or supplemented
from time to time, the AGREEMENT OF UNDERSTANDING). In connection
with the Notes, the Grantor will enter into the Fiscal Agency
Agreement dated 11 February 2004 among the Grantor, Kredietbank
S.A. Luxembourgeoise as fiscal agent and paying agent, and KBC Bank
NV as principal paying agent (as amended, modified or supplemented
from time to time, the FISCAL AGENCY AGREEMENT). The
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Noteholders and the Couponholders are entitled to the benefit of,
are bound by and are deemed to have notice of all of the provisions
of the Fiscal Agency Agreement.
(B) It is a requirement of the Agreement of Understanding and the Terms
and Conditions of Notes that the Grantor grant this mortgage
mandate to the Attorneys to secure its obligations to the
Beneficiary as provided herein and undertake the obligations
contemplated by this Mandate.
(C) Pursuant to Clause 2.1 of the Collateral Agency Agreement (as
defined below), the Beneficiary shall be the joint creditor
(together with the relevant Noteholder) of each and every
obligation of the Grantor towards each of the Noteholders under the
Notes and the other Credit Documents to which the Grantor is party,
and accordingly the Beneficiary will have its own independent right
to demand performance by the Grantor of those obligations. There is
as a result a joint creditorship under New York law between the
Noteholders and the Beneficiary with regard to the sums owed under
the Notes and the other Credit Documents.
(D) In consideration of the agreements set forth herein and in the
Terms and Conditions of Notes, the Agreement of Understanding and
the other Credit Documents, the Grantor agrees to grant this
mortgage mandate to the Attorneys under the following terms (the
MANDATE).
IT HAS BEEN AGREED AS FOLLOWS:
1. DEFINITIONS
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
COLLATERAL AGENCY AGREEMENT means the collateral agency agreement
dated 11 February 2004 among the Grantor, the Subsidiary
Guarantors, the Beneficiary and the Noteholders party thereto, as
amended, modified or supplemented from time to time;
MORTGAGE AGREEMENT means the mortgage agreement (hypotheek
overeenkomst) dated on or about the date of this Agreement between
the Grantor and the Beneficiary, as amended, modified or
supplemented from time to time;
PROPERTY means the property described in Clause 3 of this
Agreement;
SECURED OBLIGATIONS means all present and future actual and
contingent indebtedness, obligations, and liabilities of the
Grantor to the Collateral Agent which may arise under, out of, or
in connection with the Collateral Agency Agreement, the Fiscal
Agency Agreement, the Notes, or any other Credit Document to which
the Grantor is party.
Unless defined in this Mandate, words and expressions defined in
the Terms and Conditions of Notes shall have the same meaning when
used in this Mandate.
In this Mandate, each reference to a document will be deemed to be a
reference to such document as amended and/or supplemented by the parties to
such document from time to time.
1.2 SUCCESSORS AND ASSIGNS
The expressions BENEFICIARY, ATTORNEYS, NOTEHOLDERS and GRANTOR include
their respective successors, and, in the case of the Beneficiary, its
nominee or such other Person as may from time to time be appointed
Collateral Agent for the Noteholders and, in the case of the Noteholders,
their
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respective transferees and assignees to whom any Note or any Secured
Obligation shall have been transferred.
1.3 HEADINGS
Clause headings and the table of contents are inserted for convenience of
reference only and shall be ignored in the interpretation of this Agreement.
2. APPOINTMENTS
2.1 SECURITY
The Grantor hereby irrevocably appoints each Attorney to be its agent with
the power to grant on its behalf one or more mortgages
(hypotheken/hypotheques) as security for all Secured Obligations, on all
existing immovable property and rights, that are owned by the Grantor as
described hereafter and as will be further specified in the mortgage deed
(the PROPERTY):
o Ghent site:
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- an industrial complex situated at Ottergemsesteenweg, 707;
- a long term lease on a parking lot situated at
Ottergemsesteenweg;
o Louvain-la-Neuve site:
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- buildings located at Laid Burniatstraat, 3, located on the
industrial site named "FLEMING";
- a long term lease on a parcel of land located at above
mentioned industrial site;
o Antwerp site:
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- a building located at Scheldelaan 460 (the ANTWERP PROPERTY),
provided that this Mandate shall only become effective for the
Antwerp Property after the Gemeentelijk Havenbedrijf Antwerp has
given its express consent to this Mandate and the Mortgages
resulting from the exercise of this Mandate in relation to the
Antwerp Property.
This Mandate and the Mortgage created pursuant to this Mandate and in
accordance with Clause 13.8(b) of this Mandate shall not include a mortgage
of the Grantor's immovable property and rights in Ghent and Antwerp to the
extent that such Mandate or Mortgage would violate the express and
enforceable provisions of the Master Operating Agreement effective as of
1 September 1997 between Monsanto Company and the Parent including its
appendixes between Monsanto Europe SA and the beneficiary thereunder,
binding on the Grantor under applicable law.
The mortgages to be granted pursuant to this Mandate also include all
present and future accessories regarded as immovable, and all present and
future improvements, including, amongst others, all erected or to be erected
buildings.
2.2 AMOUNT
The mortgages (hypotheken/hypotheques) may be granted up to the following
maximum aggregate amounts:
(i) in respect of principal EUR 20,000,000
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(ii) three years of interest calculated at the rate of 18%, or
such other rate as may be agreed between the parties, in
accordance with article 87 of the Mortgage Law
pro memorie/memoire
(iii) for accessories such as retaining fees, reinvestment and
broken funding, costs for subrogation and inscription,
expenses and fees concerning collection of debt, costs and
fees concerning the perfection, foreclosure, release and
preservation of the security, estimate and file costs as
well as all amounts exceeding the above mentioned
principal, because of accounting matured interests,
retaining fees or unpaid negotiable instruments.
EUR 2,000,000
This Mandate and the mortgages which may result therefrom are joined to and
shall not impair the other personal or collateral security the Beneficiary
now has or will have in the future as security for the Secured Obligations.
The Beneficiary is entitled to release, reduce, amend or enforce other
security granted or permitted pursuant to the Terms and Conditions of Notes
in accordance with the terms and conditions of the agreements relating
thereto, without notice to Grantor in its capacity as grantor of the Mandate
hereunder and this will not reduce the obligations of Grantor in any way.
2.3 RANKING
Without prejudice to the security interests created or permitted pursuant to
the Terms and Conditions of Notes and without limitations to the exceptions
provided therein, the Grantor confirms that the Property to be encumbered by
the mortgages granted pursuant to this Mandate are and will remain free and
clear of any Liens, including any seizure, inscription, contractual liens
(voorrechten), transcriptions (kantmeldingen), with the exception of
Permitted Liens and all existing rights of way, easements and the like
granted to companies formerly affiliated with the Grantor.
2.4 BENEFICIARIES
The mortgages resulting from the exercise of this Mandate from time to time,
are to be granted and inscribed in favour of the Beneficiary.
2.5 IRREVOCABLE MANDATE
This Mandate is granted in the interest of the Beneficiary in its capacity
of joint creditor pursuant to Clause 2.1 of the Collateral Agency Agreement,
and may not be revoked or terminated other than in accordance with Clause 4.
In particular, this Mandate shall not lapse by reason of the dissolution,
transformation, merger, absorption, split-up or contribution of a branch of
activity or a universality of the Grantor, nor by reason of the death,
dissolution, transformation, merger, absorption, split-up or contribution of
a branch of activity or a universality of one or more Attorneys.
2.6 POWERS
Each Attorney has the power to act alone and to appoint substitute
attorneys, who will be regarded as an Attorney for all purposes hereof. Each
Attorney has the power to do whatever is necessary in connection herewith.
2.7 ACCEPTANCE
Dirk De Bleser, by the execution of this Mandate, agrees to the terms hereof
in his own name and for the account of all other Attorneys whose consents he
shall procure (zich sterk maakt/se porte fort).
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3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
3.1 REPRESENTATIONS AND WARRANTIES
Without prejudice and in addition to the representations and warranties of
the Grantor under the other Credit Documents to which the Grantor is party,
the Grantor represents and warrants to the Beneficiary and undertakes during
the subsistence of this Mandate as follows:
(a) it is a naamloze vennootschap/societe anonyme duly established
under the laws of Belgium, validly existing and not in liquidation,
with power to enter into this Mandate and to exercise its rights
and perform its obligations hereunder and all corporate and other
action required to authorise its execution and performance of this
Mandate has been duly taken;
(b) it owns the Property free and clear of any Liens save for Permitted
Liens;
(c) as of the date hereof, neither the Property nor any part thereof is
subject to any seizure or other enforcement measure for more than
an aggregate amount of EUR 100,000;
(d) it maintains adequate insurance cover against risks normally
insured against by companies carrying on a similar business, and in
particular maintains all insurance required by statute;
(e) this Mandate does not violate any material contractual or other
obligation binding upon the Grantor; and
(f) this Mandate creates a valid agreement binding on the Grantor.
3.2 UNDERTAKINGS
The Grantor undertakes as follows:
(a) as long as all Secured Obligations have not been unconditionally
and irrevocably discharged, it (i) except as permitted under the
Credit Documents shall not dispose in any way of the Property other
than in accordance with the provisions of this Agreement, (ii) save
for the Liens created pursuant to the Mortgage Agreement and this
Mandate, shall not create any other Lien (or mandate anyone to do
so) in respect of the Property and shall, save for Permitted Liens,
not permit the existence of any such Lien, and (iii) in general
shall not take any action that could intentionally negatively
influence the value of the Mortgages resulting from this Mandate;
(b) it shall procure that no executory seizure (saisie
executoire/uitvoerend beslag) is made on the Property or any part
thereof and that any conservatory seizure (saisie
conservatoire/bewarend beslag) thereon is lifted within 60 days of
its first being made; and
(c) it shall co-operate with the Beneficiary and sign or cause to be
signed all such further documents and take all such further action
as the Beneficiary may from time to time reasonably request to
perfect and protect the mortgage of the Property and to carry out
the provisions and purposes of this Mandate. The Beneficiary shall
not be obligated to request any action under this Clause (c) except
upon written instructions from the Requisite Noteholders.
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4. CONTINUING SECURITY AND OTHER MATTERS
4.1 CONTINUING SECURITY
The mortgage created pursuant to this Mandate:
(a) shall be a continuing security for the Secured Obligations;
(b) shall be in addition to and shall not prejudice or affect, and may
be enforced by the Beneficiary without prior recourse to, any other
security interest or remedy;
(c) shall not be satisfied by any intermediate payment or satisfaction
of any part of the Secured Obligations or by any settlement of
accounts;
(d) shall not be discharged by the entry of any Secured Obligations
into any current account, in which case the mortgage created
pursuant to this Mandate shall secure any provisional or final
balance of such current account up to the amount in which the
Secured Obligations were entered therein;
(e) shall not in any way be prejudiced or affected by any time or
waiver granted to, or composition with, the Grantor or any other
Person, by any amendment (however fundamental) or supplement to the
Terms and Conditions of Notes or any other document, by the taking,
variation, compromise, exchange, renewal or release of or refusal
or neglect to perfect or enforce any right, remedy or security over
the Property or by anything done or omitted which but for this
provision might operate to exonerate the Grantor;
(f) shall not in any way be prejudiced or affected by any change in the
constitution or status of the Grantor or any other Person or by any
legal limitation, disability, incapacity or other circumstances
relating to the Grantor or any other Person, by any invalidity,
illegality or unenforceability of the obligations of the Grantor or
any other Person; and
(g) the Beneficiary or, as the case may be, Requisite Noteholders may
at any time without discharging or in any way affecting the
mortgage (a) grant the Grantor any time or indulgence, (b) concur
in any moratorium of the Secured Obligations, (c) amend the terms
and conditions of the Secured Obligations in accordance with the
provisions of the Terms and Conditions of Notes and the applicable
laws, (d) abstain from taking or perfecting any other security and
discharge any other security, (e) abstain from exercising any right
or recourse or from proving or claiming any debt and waive any
right or recourse and (f) apply any payment received from the
Grantor or for its account towards the Secured Obligations or any
other obligations of the Grantor at the Beneficiary's choice.
4.2 RIGHTS ADDITIONAL
All the rights of the Beneficiary pursuant to this Mandate shall be in
addition to any other right vested in the Beneficiary and all such rights
may be exercised from time to time and as often as the Beneficiary may deem
expedient. The Grantor waives any right it may have of first requiring the
Beneficiary (or any agent on its behalf) to proceed against or claim payment
from any other party, or enforce any guarantee or security before enforcing
the mortgage on the Property arising from this Mandate.
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4.3 NO SUBROGATION
Until all Secured Obligations have been unconditionally and irrevocably
discharged, the Grantor shall not by virtue of any payment made, security
realised or monies received pursuant to this Mandate for or on the account
of the liability of any other party:
(a) be subrogated to any rights, security or monies held, received or
receivable by the Beneficiary or be entitled to any right of
contribution or indemnity; or
(b) claim, rank, prove or vote as a creditor of any party or its estate
in competition with the Beneficiary; or
(c) receive, claim or have the benefit of all payment, distribution or
security from or on account of any party, or exercise any right of
set-off as against such other party, other than as expressly
permitted by the Terms and Conditions of Notes.
4.4 PRESERVATION OF SECURITY IN THE EVENT OF NOVATION
In accordance with article 1278 of the Belgian Civil Code and without
prejudice to the scope of the Secured Obligations, the Grantor and the
Beneficiary agree that in the event of novation of all or any part of the
Secured Obligations or the change or replacement of the Beneficiary or
Grantor, this Mandate and the mortgages created pursuant to this Mandate
will be maintained, automatically and without any further formality or
consent, to secure the Secured Obligations as novated and in favour of the
Beneficiary or the new beneficiaries.
4.5 SETTLEMENTS CONDITIONAL
Any release, discharge or settlement between the Grantor and the Beneficiary
shall be conditional upon no security disposition or payment to the
Beneficiary being void or set aside or ordered to be refunded and if such
condition shall not be fulfilled, the Beneficiary shall be entitled to
enforce the security created by this Mandate as if such release, settlement
or discharge had not occurred and any such payment had not been made.
5. ENFORCEMENT
(a) Following the occurrence of an Event of Default that is continuing,
the Beneficiary shall be entitled to enforce the security created
by this Mandate, and to exercise all rights and remedies, to the
fullest extent permitted by law and the Collateral Agency
Agreement.
(b) All enforcement costs will be considered as accessories to the main
obligation and will be borne by the Grantor.
6. APPLICATION OF PROCEEDS
(a) Subject to the rights of any creditor with prior security or
preferential claims, the proceeds of the enforcement of the
security created by this Mandate shall be applied towards
satisfaction of the Secured Obligations in accordance with the
Collateral Agency Agreement.
(b) Should the proceeds of the enforcement of the mortgage inscribed
pursuant to this Mandate be greater than the outstanding amount of
the Secured Obligations, the Beneficiary shall pay to the Grantor
any such excess.
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7. INDEMNITY
The Grantor shall fully indemnify each Attorney and the organisation to
which it belongs against all liabilities and justified costs and expenses
reasonably incurred by the Attorney, in the execution of any rights, powers
or discretions vested in it pursuant hereto, save for liabilities and
expenses arising from the gross negligence (faute grave/grove fout) or
wilful misconduct of the Attorney.
8. DISCHARGE OF THE PLEDGE
(a) This Mandate and the mortgages inscribed pursuant to this Mandate
shall be discharged by, and only by, the express release thereof
granted by the Beneficiary.
(b) Without delay when all Secured Obligations have been
unconditionally and irrevocably discharged, the Beneficiary shall
grant in accordance with the Collateral Agency Agreement, an
express release of this Mandate and the mortgages inscribed
pursuant to this Mandate in such form as will permit
de-registration thereof.
(c) Any release or discharge of the Mandate and the mortgages inscribed
pursuant to this Mandate shall be null and void and without effect
if any payment received by the Beneficiary and applied towards
satisfaction of all or part of the Secured Obligations
(i) is avoided or declared invalid as against the creditors of
the maker of such payment; or
(ii) becomes repayable by the Beneficiary to a third party; or
(iii) proves not to have been effectively received by the
Beneficiary;
and the Beneficiary shall be entitled to enforce this Mandate and
the mortgages inscribed pursuant to this Mandate as if such release
or discharge had not occurred.
9. LIABILITY OF ATTORNEYS AND BENEFICIARIES
The Beneficiary, Attorneys and the organisations to which they belong shall
not be liable for any acts or omissions with respect to this Mandate or the
enforcement or the losses arising in connection with the exercise of any of
its rights and powers hereunder, save for liabilities and expenses arising
from the gross negligence (faute grave/grove fout) or wilful misconduct of
the Beneficiary or the Attorney involved.
10. RESPONSIBILITY OF THE BENEFICIARY
The Beneficiary shall not be responsible to any Noteholder for:
(i) the adequacy, accuracy or completeness of any recitals,
statements, representations or warranties contained in
this Mandate;
(ii) the adequacy, accuracy or completeness of any statement or
information (whether written or oral) made in or supplied
in connection with this Mandate; or
(iii) the legality, validity, effectiveness, adequacy or
enforceability of this Mandate.
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11. EXPENSES
All expenses that the Beneficiary may incur in connection with (i) the
administration of this Mandate as further provided in the Collateral Agency
Agreement, (ii) the custody or preservation of, or the sale of, collection
from, or other realisation upon, any of the Property, (iii) the exercise or
enforcement of any of the rights of the Beneficiary hereunder, or (iv) the
failure by the Grantor to perform or observe any of the provisions hereof,
shall be borne by the Grantor. All other expenses and duties reasonably
incurred in connection with this Mandate, in particular with regard to the
establishment and perfection of the mortgage of the Property inscribed
pursuant to the execution of this Mandate, its enforcement and the granting
of any release, shall be borne by the Grantor. The Grantor shall on first
demand reimburse the Beneficiary for any such expenses or duties paid by it,
and the same shall be part of the Secured Obligations.
12. NOTICES
12.1 COMMUNICATION IN WRITING
Any communication to be made under or in connection with this Mandate shall
be made in writing and, unless otherwise stated, may be made by fax or
letter.
12.2 ADDRESSES
The address(es) and fax number (and the department or officer, if any, for
whose attention the communication is to be made) of each party for any
communication or document to be made or delivered under or in connection
with this Mandate is that identified with its name below or any other
substitute address, fax number or department or officer as any party may
notify to the other parties by not less than five Business Days' notice.
THE GRANTOR: Solutia Europe SA/NV
Boondaelse Steenweg 6
B-1050 Brussels
Belgium
Parc Scientifique Fleming
Rue Laid Burniat 3
B-1348 Louvain-la-Neuve
Belgium
Attention: Legal Department
Fax: +32 10 48 12 24
THE BENEFICIARY: KBC Bank NV
Havenlaan 12
B-1080 Brussels
Belgium
Attention: Mr. Dirk De Bleser
Fax: +32 2 429 4920
All communications to be made under or in connection with this Mandate to an
Attorney must be made to the Beneficiary.
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12.3 DELIVERY
Any communication or document made or delivered by one Person to another
under or in connection with this Mandate will only be effective:
(a) by way of fax, when received in legible form;
(b) if by way of letter, when it has been left at the relevant address
with acknowledgement of receipt or when it has been delivered to
the addressee by registered mail;
(c) and, if a particular department or officer is specified as part of
its address details provided under Clause 12.2 (Addresses), if
addressed to that department or officer.
12.4 ENGLISH LANGUAGE
Without prejudice to any other procedural rule applicable to any dispute,
any notice given under or in connection with this Mandate must be in
English.
13. GENERAL
13.1 ELECTION OF DOMICILE
For the purpose of the registration of the mortgages of the Property
pursuant to this Mandate at the Mortgage Registry and for no other purposes,
the Beneficiary hereby elects domicile in the judicial district of [TO BE
COMPLETED] at [TO BE COMPLETED].
13.2 NO WAIVER
No failure or delay by an Attorney in exercising any right, power or remedy
under this Mandate shall operate as a waiver thereof nor shall any single or
partial exercise or waiver of any right, power or remedy. The remedies
provided in this Mandate are cumulative and are not exclusive of any
remedies provided by law.
13.3 SEVERABILITY
(a) Each of the provisions of this Mandate is several and distinct from
the others and if at any time one or more of such provisions is or
becomes invalid illegal or unenforceable the validity, legality and
enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby.
(b) In case of any such illegality, invalidity or unenforceability, the
parties shall negotiate in good faith with a view to agree on the
replacement of such provision by a provision which is legal, valid
and enforceable and which is to the extent practicable in
accordance with the intents and purposes of this Mandate and which
in its economic effect comes as close as practicable to the
provision being replaced.
13.4 DELEGATION OF POWERS
Notwithstanding Clause 2.6, the Beneficiary shall be entitled, at any time
and as often as may be expedient, to delegate all or any of the powers and
discretion vested in it by, this Mandate in such manner, upon such terms and
to such Person as the Beneficiary in its absolute discretion may think fit.
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13.5 BENEFIT OF THIS MANDATE
This Mandate shall be binding on, and inure for the benefit of, the Grantor
and the Beneficiary and their respective successors and assigns.
13.6 ASSIGNMENT
The Grantor may not assign or transfer any of its rights or obligations
under this Mandate, save prior agreement in writing of the Beneficiary.
13.7 EVIDENCE OF THE SECURED OBLIGATIONS OWING BY THE GRANTOR
A certificate by the Beneficiary as to the amount and the terms and
conditions of the Secured Obligations owing to the Beneficiary from the
Grantor is, prima facie evidence of the matters to which it relates.
13.8 FURTHER ACTION
(a) The parties undertake to execute a notarial deed substantially in
the form of this Mandate (but excluding the Antwerp Property from
the description of the Property) before notary Marcelis on
13 February 2004 at the latest. For the avoidance of doubt, this
notarial deed shall also include all specific provisions as
required under the framework agreement between the Beneficiary and
Gemeentelijk Havenbedrijf Antwerp.
(b) The Grantor will use its best efforts to obtain the consent of the
Gemeentelijk Havenbedrijf Antwerp to this Mandate and to the
granting of a mortgage in relation to the Antwerp Property on 1 May
2004 at the latest. The Grantor and the Beneficiary shall take the
necessary steps to grant and register a mortgage on the Antwerp
Property for an amount of EUR 40,000,000 in principal and EUR
4,000,000 in accessories within 10 Business Days after having
obtained such consent.
13.9 GOVERNING LAW
This Mandate shall be governed by and interpreted in accordance with Belgian
law.
13.10 JURISDICTION
All disputes arising in connection with this Mandate shall be settled by the
courts of Brussels, without prejudice to the rights of the Beneficiary to
take legal action before any other court of competent jurisdiction.
13.11 FINAL PROVISIONS
The usual provisions in respect of a declaration relating to VAT shall
apply.
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Made in 3 originals, of which one will be held by the Grantor, one will be
held by the Beneficiary and one will be held by counsel to the ad hoc
committee of Noteholders, on 11 February 2004.
SOLUTIA EUROPE SA/NV
AS GRANTOR
/s/ Kristel DeRoover
- --------------------
Name: Kristel DeRoover
Title: Attorney
KBC BANK NV
AS BENEFICIARY
/s/ Dirk De Bleser
- -------------------
Name: Dirk De Bleser
Title: Attorney
DIRK DE BLESER AS ATTORNEY
- -------------------
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