Exhibit 99.15
Execution version
COMMERCIAL SHARE PLEDGE AGREEMENT
IN RESPECT OF SHARES IN
SOLUTIA SERVICES INTERNATIONAL COMM.VA/SCA
DATED 17 FEBRUARY 2004
BETWEEN
SOLUTIA EUROPE SA/NV
AS PLEDGOR
AND
KBC BANK NV
AS PLEDGEE
Execution version
TABLE OF CONTENTS
1. DEFINITIONS.......................................................4
2. PLEDGE............................................................5
3. THE SHARES........................................................5
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS......................6
5. RIGHTS ATTACHING TO THE SHARES....................................8
6. CONTINUING SECURITY AND OTHER MATTERS.............................9
7. ENFORCEMENT.......................................................9
8. APPLICATION OF PROCEEDS..........................................10
9. DISCHARGE OF THE PLEDGE..........................................10
10. DUTIES OF THE PLEDGEE............................................11
11. RESPONSIBILITY OF THE PLEDGEE....................................11
12. EXPENSES.........................................................11
13. NOTICES..........................................................11
14. GENERAL..........................................................12
SIGNATORIES...............................................................14
Execution version
COMMERCIAL SHARE PLEDGE AGREEMENT
BETWEEN:
(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 PLEDGOR);
AND:
(2) 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 PLEDGEE).
WHEREAS:
(A) The Pledgor and the Noteholders have agreed to amend and restate
the Pledgor'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 Pledgor and the
Noteholders party thereto (as amended, modified or supplemented
from time to time, the AGREEMENT OF UNDERSTANDING). In connection
with the Notes, the Pledgor will enter into the Fiscal Agency
Agreement dated 11 February 2004 among the Pledgor, 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 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 Pledgor pledge its shares in the
Company (as defined below) to the Pledgee to secure its obligations
to the Pledgee as provided herein and undertake the obligations
contemplated by this Agreement.
(C) Pursuant to Clause 2.1 of the Collateral Agency Agreement (as
defined below), the Pledgee shall be the joint creditor (together
with the relevant Noteholder) of each and every obligation of the
Pledgor towards each of the Noteholders under the Notes and the
other Credit Documents to which the Pledgor is party, and
accordingly the Pledgee will have its own independent right to
demand performance by the Pledgor of those obligations. There is as
a result a joint creditorship under New York law between the
Noteholders and the Pledgee with regard to the sums owed under the
Notes and the other Credit Documents.
(D) The Pledgor currently owns 1,022,645 shares in Solutia Services
International Comm. VA/SCA, a Belgian "commanditaire vennootschap
op aandelen/societe en commandite par actions", with its registered
office at Boondaelse Steenweg 6, B-1050 Brussels, Belgium and
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registered at the Crossroads Bank for Enterprises, under enterprise
number 0460.483.546 (the COMPANY).
(E) 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 Pledgor agrees to create a first
ranking pledge in respect of the Pledged Assets (as defined below)
in favour of the Pledgee under the following terms (the AGREEMENT).
THE PARTIES HAVE AGREED AS FOLLOWS:
1. DEFINITIONS
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
CAPITAL DECREASE means the reduction of the Company's Capital Stock
in an amount of up to (euro)200,000,000, which reduction shall be
effected partially by the recharacterization of the Company's loan
receivable from the Pledgor in an amount of approximately
(euro)178,800,000 and partially by reversing past payments of
interest related to such loan;
COLLATERAL AGENCY AGREEMENT means the collateral agency agreement
dated 11 February 2004 among the Pledgor, the Subsidiary
Guarantors, the Pledgee and the Noteholders party thereto, as
amended, modified or supplemented from time to time;
FLOATING CHARGE AGREEMENT means the floating charge agreement
(overeenkomst pand handelszaak) dated 11 February 2004 between the
Pledgor and the Pledgee, as amended, modified or supplemented from
time to time;
FUTURE SHARES has the meaning set out in Clause 2;
PLEDGE means the pledge of the Pledged Assets created or arising
pursuant to this Agreement;
PLEDGED ASSETS means the Shares and, as the case may be, the Future
Shares;
SECURED OBLIGATIONS means all present and future, actual and
contingent indebtedness, obligations, and liabilities of the
Pledgor to the Pledgee 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
Pledgor is party;
SHARES means the 1,022,645 registered shares that the Pledgor
currently owns in the Company.
Unless otherwise defined in this Agreement, words and expressions
defined in the Terms and Conditions of Notes shall have the same
meaning when used in this Agreement.
In this Agreement, 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 Pledgee, Noteholders and Pledgor include their
respective successors, and, in the case of the Pledgee, its nominee
or such other Person as may from time to time be
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appointed Collateral Agent for the Noteholders and, in the case of
the Noteholders, their 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. PLEDGE
The Pledgor hereby pledges, as a first ranking pledge (pand in
eerste rang/gage en premier rang), the Shares to the Pledgee as
security for the due performance of the Secured Obligations in
accordance with the Law of 5 May 1872 on commercial pledges.
The Pledgor undertakes to pledge any other shares in the Company to
which it may subscribe or which it may acquire in the future (the
FUTURE SHARES). The Pledgor shall execute without delay all such
documents and take all such other action as may be reasonably
necessary, or appropriate to effect and perfect such first ranking
pledge.
3. THE SHARES
3.1 The Shares are in registered form. The Pledgor shall not, without
the Pledgee's prior written consent, permit the conversion of the
Shares into bearer shares.
3.2 The Pledgor shall arrange for the following notice to be recorded
and dated in the shareholders' register of the Company and signed
therein on behalf of the Pledgor and the Pledgee simultaneously
with the execution hereof, and the Pledgor shall procure that a
registered share certificate in respect of the Shares, bearing the
same notice and accompanied with a photocopy of the relevant pages
of the shareholders' register, shall be duly issued and delivered
to the Pledgee:
"1.022.645 aandelen op naam zijn in eerste rang in pand gegeven ten
gunste van KBC Bank NV als Pledgee, overeenkomstig en zoals
gedefinieerd in een Share Pledge Agreement van 17 februari 2004.
Ingeschreven op [DATUM]."
"1.022.645 actions nominatives ont ete donnees en gage en premier
rang au profit de KBC Bank NV en sa qualite de Pledgee,
conformement a et en vertu d' un contrat de gage sur actions (Share
Pledge Agreement) en date du 17 fevrier 2004. Inscrit le [DATE]."
"1,022,645 registered shares are pledged in a first rank pledge for
the benefit of KBC Bank NV as Pledgee, pursuant to and as defined
in a Share Pledge Agreement dated 17 February 2004. Inscribed on
[DATE]."
Simultaneously with the execution hereof, unless the above notice
in the share register shall immediately be made, dated and signed,
the Pledgor shall execute and deliver to the Pledgee for the
purpose of recording such notice a power of attorney in the form of
Schedule 1 hereto.
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4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
4.1 REPRESENTATIONS AND WARRANTIES
Without prejudice and in addition to the representations and
warranties of the Pledgor under the other Credit Documents to which
the Pledgor is party, the Pledgor represents and warrants to the
Pledgee and undertakes during the subsistence of this Agreement as
follows:
(a) the Pledgor is a corporation duly incorporated and validly
existing under the laws of its jurisdiction of
incorporation, with the power to enter into this Agreement
and to exercise its rights and perform its obligations
hereunder and that all corporate and other actions
required to authorise the execution and performance of
this Agreement have been duly taken;
(b) the Pledgor is not in liquidation and has not been
dissolved nor has such resolution been approved nor has a
petition been filed to dissolve it, and there is no
request for its liquidation. It has not been declared
bankrupt nor has a suspension of payments been granted nor
have any petitions thereto been filed and it is not in a
situation of insolvency or any other similar situation of
conflicting claims of creditors;
(c) the Company is a societe en commandite par
actions/commanditaire vennootschap op aandelen duly
incorporated under the laws of Belgium, validly existing,
and has the power to own its assets and conduct its
business as currently conducted;
(d) the Company is not in liquidation and has not been
dissolved, and there is no request for its liquidation. It
has not entered into or requested for a composition or a
scheme of arrangement with its creditors. It has not been
declared bankrupt and did not obtain a concordat
judiciaire/gerechtelijk akkoord. No administrator or
receiver has been appointed, and there is no request for
such appointment. There is no cessation de
paiement/staking van betalingen or perte de credit/verlies
van krediet, and the conditions are not fulfilled for the
application of the articles 633 and 634 of the Belgian
Company Code. The copy of the co-ordinated articles of
association of the Company dated 3 December 2003 is
complete, up-to-date and correct as of the date hereof;
(e) the capital of the Company is represented by 1,022,646
identical registered shares, of which the Pledgor owns
1,022,645 registered shares. There are no profit shares or
other shares which do not represent the capital of the
Company in existence, nor any warrant, convertible bond or
other right whatsoever to acquire or subscribe shares in
the Company;
(f) the Pledgor owns the Shares free and clear of any Liens,
except for Permitted Liens imposed by mandatory operation
of law. There is no cause for suspension of the voting
rights attached to the Shares;
(g) as of the date hereof, none of the Shares is subject to
any seizure or enforcement measure;
(h) all Shares are capable of being pledged hereunder without
the consent of the Company, the other shareholder of the
Company or any third party;
(i) the Shares are validly issued and fully paid up. The
Company has not declared any dividends in respect of the
Shares that are still unpaid on the date hereof;
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(j) the Pledgor has satisfied itself that it is in its own
interest to grant this Pledge for the due performance of
the Secured Obligations;
(k) this Agreement does not violate any laws or regulations
applicable to it as of the date hereof, its constitutional
documents or any material contractual or other obligation
binding upon it or upon the Company;
(l) the pledge of the Shares pursuant to this Agreement
creates a valid and first rank pledge of the Shares
subject to no prior Lien, except for Permitted Liens
imposed by mandatory operation of law;
(m) no floating charge (pand op handelszaak/gage sur fonds de
commerce) or similar foreign law security exists over the
business of the Company or the Pledgor, nor any mandate
with a view to the creation thereof, except for the
floating charge created pursuant to the Floating Charge
Agreement and those security interests created or
permitted pursuant to the Terms and Conditions of Notes;
(n) this Agreement constitutes legally binding obligations for
the Pledgor, enforceable in accordance with its terms, and
creates those encumbrances it purports to create.
4.2 UNDERTAKINGS
(a) The Pledgor shall procure that the Company shall forthwith upon the
execution hereof provide the Pledgee with a certificate in the form
of Schedule 2.
(b) The Pledgor shall procure that no executory seizure (saisie
execution/uitvoerend beslag) is made on the Shares or any other
Pledged Assets, and that any conservatory seizure (saisie
conservatoire/bewarend beslag) thereon is lifted within 60 days of
it first being made.
(c) The Pledgor shall co-operate with the Pledgee and sign or cause to
be signed all such further documents and take all such further
action as the Pledgee may from time to time reasonably request to
perfect and protect the pledge of the Pledged Assets under Belgian
law and to carry out the provisions and purposes of this Agreement.
The Pledgee shall not be obligated to request any action under this
paragraph (c) except upon written instructions from the Requisite
Noteholders.
(d) The Pledgor shall not (i) dispose of the Shares or any other
Pledged Assets except in accordance with the provisions of this
Agreement or the Terms and Conditions of Notes, (ii) create any
other Lien in respect of the Pledged Assets (irrespective of
whether ranking behind the pledge created hereby), nor (iii) permit
the existence or the subsistence of any such Lien, except Permitted
Liens imposed by mandatory operation of law.
(e) The Pledgor shall not take any steps, including without limitation
to the exercise of any right it has under any agreement pertaining
to or in relation with the Pledged Assets, which may jeopardise or
adversely affect the security interest constituted in this
Agreement, except as permitted in the Terms and Conditions of
Notes.
(f) The Pledgor shall use its best efforts to ensure that (i) an
extraordinary general meeting of partners of the Company will be
held in order to amend article 9 of the articles of association of
the Company in such a way that the right of first refusal
(voorkeurrecht/droit de preference) and the required approval by
the board of directors (goedkeuringsclausule/clause d'agrement) as
presently set forth in said article 9 of the articles of
association do not apply to an enforcement of the pledge under this
Agreement and that (ii) this extraordinary general meeting of
partners shall be held as soon as practically possible after
Solutia Inc has given its
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consent to the above mentioned amendment or after the date at which
this consent is no longer required in view of the above mentioned
amendment.
5. RIGHTS ATTACHING TO THE SHARES
5.1 VOTING RIGHTS
(a) Subject to paragraphs (b) and (c) below, the Pledgor shall be
entitled to exercise its voting rights in respect of the Shares,
and as the case may be the Future Shares, in a manner (i) which
does not adversely affect the validity or enforceability of this
Pledge and (ii) which does not cause an Event of Default to occur.
In particular, and unless agreed otherwise by the Requisite
Noteholders, the Pledgor shall cast its votes against any proposal
for the liquidation, merger or split-up of the Company, or against
any proposal which is liable to result in a dilution of the rights
attaching to the Pledged Assets.
(b) In the event that there occurs any Event of Default which is
continuing, the Pledgor shall cast the votes attaching to the
Shares, and as the case may be, the Future Shares, in accordance
with the Pledgee's instructions, which instructions the Pledgor
shall seek in due time.
(c) The Pledgor shall forthwith give the Pledgee a copy of any
convening notice or agenda of all general shareholders meetings of
the Company.
(d) For the avoidance of doubt, the Pledgor shall be entitled to vote
in favour of the Capital Decrease.
5.2 SUBSCRIPTION RIGHTS
Unless agreed otherwise by the Pledgee and subject to the Terms and
Conditions of Notes, the Pledgor shall exercise all subscription
rights to which the Pledged Assets may be entitled. The Pledgor
shall cause shares resulting from the exercise of any such right to
be pledged to the Pledgee as collateral for the Secured
Obligations, and these shares shall be part of the Pledged Assets
for the purposes of this Agreement, and shall be delivered without
delay to the Pledgee or shall as the case may be give rise to the
recording in the share register of the Company of a notice as
provided in Clause 3 hereof.
5.3 CONTRIBUTION CALLS
Subject to the Terms and Conditions of Notes, the Pledgor shall
forthwith pay up any contribution duly called in respect of the
Shares and Future Shares.
5.4 CASH RETURNS ON THE SHARES AND THE FUTURE SHARES
(a) Subject to the Terms and Conditions of Notes and as long as no
Event of Default has occurred which is continuing in connection
with the Secured Obligations, any cash return on the Shares, and,
as the case may be, the Future Shares, irrespective of whether in
the form of dividends, repayment of capital, scripts or otherwise
shall be paid to the Pledgor.
(b) Upon the occurrence of an Event of Default which is continuing and
subject to the Terms and Conditions of Notes, any cash return on
the Shares, and, as the case may be, the Future Shares,
irrespective of whether in the form of dividends, repayment of
capital, scripts or otherwise shall be paid to the Pledgee which
shall apply the same towards the Secured Obligations in accordance
with the Collateral Agency Agreement.
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(c) This pledge shall not in any way be affected by any regrouping or
splitting of the Shares, and, as the case may be, the Future
Shares, or by any similar operation, and the securities resulting
from any such operation shall be part of the Shares, and, as the
case may be, the Future Shares.
6. CONTINUING SECURITY AND OTHER MATTERS
6.1 CONTINUING SECURITY
(a) This Pledge shall be a continuing security for the due performance
of the Secured Obligations, and shall remain in force until
expressly released in accordance with Clause 9 of this Agreement.
(b) This pledge shall not be discharged by the entry of any Secured
Obligations into any current account, in which case this Pledge
shall secure any provisional or final balance of such current
account up to the amount in which the Secured Obligations were
entered therein.
(c) This Pledge shall not be discharged or in any way prejudiced or
affected by any change in the constitution or status of the Pledgor
or any other Person or by any legal limitation, disability,
incapacity or other circumstances relating to the Pledgor or any
other Person, by any invalidity, illegality or unenforceability of
the obligations of the Pledgor or any other Person.
(d) The Pledgee or, as the case may be, Requisite Noteholders may at
any time without discharging or in any way affecting this Pledge
(a) grant the Pledgor or any Subsidiary Guarantor 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 Pledgor or for its account
towards the Secured Obligations or any other obligations of the
Pledgor of the Pledgee's choice.
6.2 RIGHTS ADDITIONAL
All the rights of the Pledgee hereunder shall be in addition to any
other right vested in the Pledgee and all such rights may be
exercised from time to time and as often as the Pledgee may deem
expedient. The Pledgor waives any right it may have of first
requiring the Pledgee to proceed against or claim payment from any
other party, or enforce any guarantee or security before enforcing
the Pledge.
6.3 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
Pledgor and the Pledgee agree that in the event of novation of all
or any part of the Secured Obligations or the change or replacement
of the Pledgee or the Pledgor, this Pledge will be maintained,
automatically and without any further formality or consent, to
secure the Secured Obligations as novated and in favour of the
Pledgee or a new pledgee.
7. ENFORCEMENT
7.1 Following the occurrence of an Event of Default that is continuing,
the Pledgee shall in particular have the right, subject to the
Collateral Agency Agreement and to the Terms and Conditions of
Notes, to:
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(i) enforce the Pledge in respect of any or all of the Pledged
Assets, in accordance with applicable legal provisions;
and
(ii) apply any payments which may be received or receivable by
the Pledgee in respect of the Pledged Assets to
satisfaction of the Secured Obligations and as provided in
the Collateral Agency Agreement; and
(iii) exercise all rights and remedies it possesses, and to act
generally in relation to the Pledged Assets in such manner
as it shall determine within the limit of the applicable
law and its rights under this Agreement.
7.2 The Pledgee shall give the Pledgor not less than five (5) Business
Days notice prior to the time that it first initiates legal action
to enforce its remedies under this Agreement; provided that the
Pledgee shall not required to give notice pursuant to this sentence
on more than one occasion subject to mandatory law requirements.
7.3 The Pledgee shall have no responsibility in connection with the
enforcement measures of the Pledge under this Agreement, except in
case of its gross negligence (grove fout/faute grave) or wilful
misconduct.
8. APPLICATION OF PROCEEDS
8.1 All monies received by the Pledgee after the Pledge has become
enforceable shall be applied towards satisfaction of the Secured
Obligations, including any costs and expenses of the Pledgee in
accordance with Clause 4.1 of the Collateral Agency Agreement, but
without prejudice to the rights of the Pledgee to recover any
shortfall from the Pledgor.
8.2 Should the proceeds of the enforcement of the Pledge be greater
than the outstanding amount of the Secured Obligations, the Pledgee
shall pay to the Pledgor any such excess.
9. DISCHARGE OF THE PLEDGE
9.1 This Pledge shall be discharged by, and only by, the express
release thereof granted by the Pledgee.
9.2 The Pledgee shall in accordance with the Collateral Agency
Agreement, grant an express release of this Pledge without delay
upon demand of the Pledgor, as soon as all Secured Obligations
shall have been fully and finally discharged and there is no
possibility of any further Secured Obligation coming into
existence.
9.3 Any release or discharge of the Pledge shall be null and void and
without effect if any payment received by the Pledgee and applied
towards satisfaction of all or part of the Secured Obligations
(a) is avoided or declared invalid as against the creditors of
the maker of such payment; or
(b) becomes repayable by the Pledgee to a third party; or
(c) proves not to have been effectively received by the
Pledgee;
and the Pledgee shall be entitled to enforce the Pledge as if such
release or discharge had not occurred.
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10. DUTIES OF THE PLEDGEE
The Pledgee shall not be liable for any acts or omissions with
respect to the Pledged Assets or the enforcement or the losses
arising in connection with the exercise of any of its rights,
powers and discretions hereunder, save for liabilities and expenses
arising from the gross negligence (grove fout/faute grave) or
wilful misconduct of the Pledgee. The Pledgee shall not be under
any obligation to the Pledgor to take any steps necessary to
preserve any rights in the Pledged Assets against any other parties
but may do so at its option, and all expenses reasonably incurred
in connection therewith shall be for the account of the Pledgor and
shall be part of the Secured Obligations. If any such expenses are
borne by the Pledgee, the Pledgor shall on first demand reimburse
the Pledgee therefor, and its reimbursement obligation shall be
part of the Secured Obligations.
11. RESPONSIBILITY OF THE PLEDGEE
The Pledgee shall not be responsible to any Noteholder for:
(i) the adequacy, accuracy or completeness of any recitals,
statements, representations or warranties contained in
this Agreement;
(ii) the adequacy, accuracy or completeness of any statement or
information (whether written or oral) made in or supplied
in connection with this Agreement; or
(iii) the legality, validity, effectiveness, adequacy or
enforceability of this Agreement.
12. EXPENSES
All expenses that the Pledgee may incur in connection with (i) the
administration of this Agreement as further provided in the
Collateral Agency Agreement, (ii) the custody or preservation of,
or the sale of, collection from, or other realization upon, any of
the Pledged Assets, (iii) the exercise or enforcement of any of the
rights of the Pledgee hereunder, or (iv) the failure by the Pledgor
to perform or observe any of the provisions hereof, shall be borne
by the Pledgor. All other expenses and duties reasonably incurred
in connection with this Agreement, in particular with regard to the
establishment and perfection of the Pledge, its enforcement and the
granting of any release, shall be borne by the Pledgor. The Pledgor
shall on first demand reimburse the Pledgee for any such expenses
or duties paid by it, and the same shall be part of the Secured
Obligations.
13. NOTICES
13.1 COMMUNICATION IN WRITING
Any communication to be made under or in connection with this
Agreement shall be made in writing and, unless otherwise stated,
may be made by fax or letter.
13.2 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 Agreement 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.
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THE PLEDGOR: Solutia Europe SA/NV
Boondaelse Steenweg 6
B-1050 Brussels
Belgium
Parc Scientifique Fleming
Rue Laid Burniat 3
B-1348 Louvain-la-Neuve
Belgium
Fax: +32 10 48 12 24
Attention: Legal Department
THE PLEDGEE: KBC Bank NV
Havenlaan 12
B-1080 Brussels
Belgium
Fax: +32 2 429 4920
Attention: Mr. Dirk De Bleser
13.3 DELIVERY
Any communication or document made or delivered by one Person to
another under or in connection with this Agreement 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 13.2
(Addresses), if addressed to that department or officer.
13.4 ENGLISH LANGUAGE
This Agreement is executed in English only, and no translation
thereof shall be binding on the parties hereto or consulted in
order to interpret this Agreement. Without prejudice to any other
procedural rule applicable to any dispute, any notice given under
or in connection with this Agreement must be in English.
14. GENERAL
14.1 NO WAIVER
No failure or delay by the Pledgee in exercising any right, power
or remedy under this Agreement 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 Agreement are
cumulative and are not exclusive of any remedies provided by law.
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14.2 SEVERABILITY
Each of the provisions of this Agreement 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.
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 Agreement and
which in its economic effect comes as close as practicable to the
provision being replaced.
14.3 DELEGATION OF POWERS
The Pledgee 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 Agreement in such manner, upon such terms and
to such Person as the Pledgee in its absolute discretion may think
fit.
14.4 BENEFIT OF THIS AGREEMENT
This Agreement shall be binding on, and inure for the benefit of,
the Pledgor and the Pledgee and their respective successors and
assigns.
14.5 ASSIGNMENT
The Pledgor may not assign or transfer any of their rights or
obligations under this Agreement, save prior agreement in writing
of the Pledgee.
14.6 EVIDENCE OF THE SECURED OBLIGATIONS OWING BY THE PLEDGOR
A certificate by the Pledgee as to the amount and the terms and
conditions of the Secured Obligations owing to the Pledgee from the
Pledgor is, prima facie evidence of the matters to which it
relates.
14.7 GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance
with Belgian law.
14.8 JURISDICTION
All disputes arising in connection with this Agreement shall be
settled by the courts of Brussels, without prejudice to the rights
of the Pledgee to take legal action before any other court of
competent jurisdiction.
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Execution version
SIGNATORIES
Made in 3 originals, of which one will be held by the Pledgor, one will be
held by the Pledgee and one will be held by counsel to the ad hoc committee
of Noteholders, on 17 February 2004.
SOLUTIA EUROPE SA/NV
AS PLEDGOR
/s/ Kristel DeRoover
- --------------------
Name: Kristel DeRoover
Title: Attorney
- --------------------
Name:
Title:
KBC BANK NV
AS PLEDGEE
/s/ Dirk De Blesser
- --------------------
Name: Dirk De Blesser
Title: Head Operations & Accounting
- --------------------
Name:
Title:
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