Exhibit 99.4
EXECUTION COPY
ACCOUNT PLEDGE AGREEMENT
DATED 4TH MARCH, 2004
BETWEEN
CP FILMS VERTRIEBS GMBH
AS PLEDGOR
AND
KBC BANK NV
AS PLEDGEE
ALLEN & OVERY
FRANKFURT
CONTENTS
CLAUSE PAGE
1. Interpretation......................................................2
2. Pledge..............................................................3
3. Independent Pledges.................................................4
4. Security Purpose....................................................4
5. The Pledgor's Right.................................................4
6. The Pledgee's Right of Realisation..................................4
7. Maintenance of Liable Capital.......................................5
8. Undertakings........................................................6
9. Representations and Warranties......................................8
10. Waiver of Defences..................................................8
11. Indemnity...........................................................8
12. Duration............................................................9
13. Costs and Expenses..................................................9
14. Miscellaneous.......................................................9
15. Severability........................................................9
16. Confirmation of Release............................................10
17. Notices............................................................10
18. Governing Law......................................................10
19. Jurisdiction.......................................................10
Signatories.................................................................12
THIS ACCOUNT PLEDGE AGREEMENT (the AGREEMENT) is made on
4th March, 2004
BETWEEN:
(1) CP FILMS VERTRIEBS GMBH, a limited liability company (Gesellschaft
mit beschrankter Haftung) organised under the laws of Germany,
having its corporate seat in Bielefeld, Germany, which is
registered in the Commercial Register (Handelsregister) at the
Local Court (Amtsgericht) of Bielefeld under registration number
HRB 33407
(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
(the PLEDGEE).
WHEREAS:
(A) Solutia Europe SA/NV (the ISSUER) and the holders of the Notes have
agreed to amend and restate the Issuer'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 (as defined below) and as
amended, modified or supplemented from time to time, the NOTES)
pursuant to an Agreement of Understanding and Restructuring dated
30th January, 2004 among the Issuer and the holders of the Notes
party thereto (as amended, modified or supplemented from time to
time, the AGREEMENT OF UNDERSTANDING). In connection with the
Notes, the Issuer has entered into the Fiscal Agency Agreement
dated 11th February, 2004 among the Issuer, 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 holders of the
Notes 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 guarantees the prompt
payment and performance when due of all obligations of the Issuer
under the Credit Documents (as defined below) and pledges the
Accounts (as defined below) to the Pledgee to secure its
obligations to the Pledgee as provided herein and undertakes the
obligations contemplated by this Agreement.
(C) Pursuant to Clause 2.1 of the Collateral Agency Agreement (as
defined below), the Pledgee is the joint creditor (together with
the relevant holders of the Notes) of each and every obligation of
the Issuer towards each of the holders of the Notes under the Notes
and of the Issuer and the Pledgor under the other Credit Documents
to which the Issuer and the Pledgor are party, and accordingly the
Pledgee will have its own independent right to demand performance
by the Issuer, or as the case may be the Pledgor, of those
obligations. There is as a result a joint creditorship under New
York law between the holders of the Notes and the Pledgee 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 Pledgor agrees to pledge the
Accounts (as defined below) in favour of the Pledgee under the
following terms.
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IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
AGREEMENT OF UNDERSTANDING has the meaning given to that term under
(A) of the preamble.
ACCOUNTS means the Existing Accounts and the Future Accounts.
ACCOUNT BANK(S) means each bank where an Account is or will be
held.
BANK ACCOUNT CLAIMS means all sums owing to the Pledgor from the
balance from time to time, and as the case may be, the final
closing balance of any Existing Account opened in the name of the
Pledgor with an Account Bank in Germany or any Future Account to be
opened in the name of the Pledgor with an Account Bank in Germany.
BUSINESS DAY means a day (other than a Saturday or a Sunday) on
which banks are open for general business in Brussels and Frankfurt
am Main.
COLLATERAL AGENCY AGREEMENT means the collateral agency agreement
dated 11th February, 2004 among the Issuer, Amcis AG, Carbogen AG,
certain holders of the Notes and the Pledgee, as amended, modified
or supplemented from time to time.
CREDIT DOCUMENTS means the Agreement of Understanding, the Fiscal
Agency Agreement, the Collateral Agency Agreement, the Notes
(including without limitation the Terms and Conditions of Notes),
the Subsidiary Guaranties, the Collateral Documents and any other
agreement, instrument, and other document executed and delivered
pursuant hereto or thereto or otherwise evidencing or securing any
Note or any other obligation of the Pledgor, as amended, modified
or supplemented from time to time.
EURO, euro, or EUR means the lawful currency of the Participating
Member States.
EVENT OF DEFAULT has the meaning given to such term in the Terms
and Conditions of Notes.
EXISTING ACCOUNTS means the accounts of the Pledgor in Germany
existing at the date of this Agreement as set out in Schedule 1.
FISCAL AGENCY AGREEMENT has the meaning given to that term under
(A) of the preamble.
FUTURE ACCOUNT(S) means an account of the Pledgor in Germany or all
of them which might be opened by the Pledgor at any Account Bank in
the future.
GERMAN SUBSIDIARY GUARANTY means the guaranty made by the Pledgor
in favour of the Pledgee dated on or about the date of this
Agreement.
GERMANY means the Federal Republic of Germany.
ISSUER has the meaning given to that term under (A) of the
preamble.
NOTES has the meaning given to such term under (A) of the Preamble.
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PARTICIPATING MEMBER STATE means a member state of the European
Union that adopts or has adopted the euro as its lawful currency
under the legislation of the European Union pertaining to the
Economic and Monetary Union.
PARTY means a party to this Agreement.
PAYMENT DEFAULT means the default of the Pledgor to pay to the
Pledgee any amounts owed by the Pledgor to the Pledgee under the
German Subsidiary Guaranty and any other Credit Document to which
it is party when due, provided that the enforcement of the German
Subsidiary Guaranty or the respective Credit Document is not
excluded pursuant to the maintenance of liable capital provisions
of the German Subsidiary Guaranty or the respective Credit
Document.
PLEDGE means each of the pledges constituted under Clause 2.1.
(Constitution of Pledge) of this Agreement.
SECURED CLAIMS means all present and future rights and claims
(Anspruche) (whether actual or contingent and whether held jointly
or severally or in any other capacity whatsoever) of the Pledgee
against the Pledgor which may arise under, out of, or in connection
with the Collateral Agency Agreement, the German Subsidiary
Guaranty or any other Credit Document to which the Pledgor is
party.
SECURITY means any and all security granted by the Issuer or any
third party to the Pledgee with a view to securing the Secured
Claims.
TERMS AND CONDITIONS OF NOTES means the terms and conditions of the
notes as set out in Schedule 1 of the Fiscal Agency Agreement as
amended, modified or supplemented from time to time.
1.2 Where the context so admits, the singular includes the plural and
vice versa.
1.3 The headings in this Agreement are for convenience only and are to
be ignored in construing this Agreement.
1.4 Any reference in this Agreement to a defined document is a
reference to that defined document as amended, supplemented or
novated from time to time.
1.5 Unless 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.
2. PLEDGE
2.1 CONSTITUTION OF PLEDGE
(a) The Pledgor hereby pledges as security the present and future Bank
Account Claims including all interest payable thereon, together
with all ancillary rights and claims associated with the Accounts
to the Pledgee.
(b) The Pledgee hereby accepts the Pledge.
2.2 ADDITIONAL SECURITY
The Pledge is in addition, and without prejudice, to any other
security the Pledgee may now or hereafter hold in respect of the
Secured Claims.
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3. INDEPENDENT PLEDGES
The validity and effect of each of the Pledges shall be independent
from the validity and the effect of any of the other Pledges
created hereunder and is in addition, and without any prejudice, to
any other security which the Pledgee may now or hereafter hold in
respect of the Secured Claims. The Pledges shall be separate and
individual pledges. Each of the Pledges shall rank pari passu in
priority to each other Pledge created hereunder.
4. SECURITY PURPOSE
The Pledge is constituted in order to secure the prompt and
complete payment and discharge of any and all Secured Claims.
5. THE PLEDGOR'S RIGHT
Unless the Pledgee gives notice to the contrary which it may only
do upon the occurrence of an Event of Default, the Pledgor shall
have the right to exercise all rights and powers with regard to the
Accounts. Upon revocation of the foregoing right to disposal the
Pledgor may only dispose of the Accounts with the prior consent of
the Pledgee who shall, when deciding upon its consent, be bound by
the duties of an orderly acting merchant (Sorgfalt eines
ordentlichen Kaufmanns) taking into account the legitimate
interests of the Pledgor.
6. THE PLEDGEE'S RIGHT OF REALISATION
6.1 PLEDGEE'S RIGHTS
(a) Upon the occurrence of a Payment Default which is continuing and if
and when the requirements set forth in Sections 1273, 1204 et seq.
of the German Civil Code (Burgerliches Gesetzbuch) with regard to
the enforcement of the Pledge are met (Pfandreife), the Pledgee may
at any time thereafter avail itself of all rights and remedies that
a pledgee has upon default of a pledgor under the laws of Germany,
without any enforceable judgement or other instrument
(vollstreckbarer Titel), notwithstanding Section 1277 of the German
Civil Code (Burgerliches Gesetzbuch).
(b) If the Pledgee should seek to enforce the Pledge pursuant to, and
in accordance with Clause 6.1(a) above, the Pledgor shall, at its
own expense, render forthwith all assistance reasonably necessary
in order to facilitate the prompt exercise by the Pledgee of any
other right it may have under German law.
(c) In case of enforcement of the Pledge, no rights of the Pledgee
shall pass to the Pledgor by subrogation or otherwise unless and
until all of the Secured Claims have been satisfied and discharged
in full.
6.2 NOTIFICATION
The Pledgee shall notify the Pledgor of the intention to realise
the Pledge by giving 5 (five) Business Days' notice. Such notice
period is not necessary if the Pledgor has generally ceased to make
payments or upon filing of an application for insolvency
proceedings by the Pledgor.
6.3 COLLECTION AND SURPLUS
The Pledgee will realise the Pledge by collecting the credit
balance from the Accounts as is necessary to satisfy any
outstanding due Secured Claims. Any enforcement proceeds shall be
applied in accordance with the Collateral Agency Agent. Any surplus
remaining after all
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outstanding due Secured Claims have been satisfied and discharged
in full shall be retransferred to the Accounts (or any of them) by
the Pledgee in accordance with the Collateral Agency Agreement.
7. MAINTENANCE OF LIABLE CAPITAL
(a) The enforcement of this Agreement shall be, at the date hereof and
at any time hereafter, limited to an amount equal to the net assets
of the Pledgor, which are calculated as the Pledgor 's total assets
(the calculation of which shall take into account the captions
reflected in Section 266 (2) A, B and C of the German Commercial
Code (Handelsgesetzbuch)) less its reserves for own shares (Section
266 (3) A III. 2. of the German Commercial Code) less its
liabilities (the calculation of which shall take into account the
captions reflected in Section 266 (3) B, C and D of the German
Commercial Code) less its registered share capital (Stammkapital)
(the NET ASSETS).
(b) For the purposes of calculating the Net Assets the balance sheet
shall be adjusted in a way that (i) any amounts which the Pledgor
has received from funds from the issuance of the Notes which have
been on-lent by the Issuer to the Pledgor and are still outstanding
at the time of the enforcement of this Agreement shall be
disregarded or (ii) the amount of any increase of the Pledgor's
registered share capital out of retained earnings (Kapitalerhohung
aus Gesellschaftsmitteln) after the date of this Agreement that has
been effected without the prior written consent of the Pledgee
shall be deducted from the Pledgor's registered share capital.
(c) Furthermore, the Pledgor shall, in a situation where
(i) it does not have sufficient assets to maintain its
registered share capital; and
(ii) the Pledgee would (but for this Clause) be entitled and is
seeking to enforce the security granted under this
Agreement,
realise any and all of its assets that are shown in the balance
sheet with a book value (Buchwert) which is significantly lower
than the market value of such assets, provided such asset is not
necessary for the Pledgor's business (betriebsnotwendig).
(d) For the purpose of the calculation of the Net Assets and thus the
enforceable amount, the Pledgor will deliver within 30 Business
Days after the notification by the Pledgee of a Payment Default, to
the Pledgee an up to date balance sheet drawn-up by its auditors or
any other reputable firm of auditors together with a determination
of the Net Assets by the respective auditors. The balance sheet and
determination of Net Assets shall be prepared in accordance with
accounting principles pursuant to the German Commercial Code
(Handelsgesetzbuch) and be based on the same principles that were
applied when establishing the previous year's balance sheet.
(e) Should the Pledgor fail to deliver such balance sheet and/or
determination of the Net Assets within the 30 Business Day period
referred to above or if the Pledgor has generally ceased to make
payments or upon filing of an application for insolvency
proceedings by the Pledgor, the Pledgee shall be entitled to
enforce security granted under this Agreement, without the
enforcement limitations provided for above applying at the time of
such enforcement, but is obliged to retransfer proceeds from such
enforcement to the extent that the Pledgor demonstrates in
reasonable detail that the enforcement of this Agreement violated
the rules on preservation of the stated share capital under
Sections 30, 31 GmbH-Act as set out in paragraph (a)-(c) above by
resulting or enhancing negative assets (Unterbilanz) of the
Pledgor.
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(f) This Agreement shall further not be enforced to the extent that the
Pledgor demonstrates in reasonable detail that such enforcement
would lead to a breach of the Gebot der Rucksichtnahme auf die
Eigenbelange der Gesellschaft (duty of care owing by the relevant
shareholders vis-a-vis the respective company) and of the Verbot
des existenzvernichtenden Eingriffs (prohibition of
insolvency-causing intervention), as developed by the recent
jurisdiction (in particular BGH II ZR 178/99 "Bremer Vulkan", BGH
ZR 196/00 and BGH II ZR 300/00 "KBV"), of the Federal Supreme Court
(Bundesgerichtshof), caused for example, as far as this would be
within the scope of the cited court rulings, if the entering into
this Agreement and its enforcement results in the illiquidity
(Zahlungsunfahigkeit) of the Pledgor. The Pledgee shall be obliged
to retransfer proceeds from such enforcement to the extent that the
Pledgor demonstrates in reasonable detail that the enforcement of
this Agreement violated the rules of the cited Federal Supreme
Court rulings. Otherwise, any claim for damages to the Pledgee
(excluding, for the avoidance of doubt, any claim relating to
unjust enrichment) by the Pledgor, any shareholders of the Pledgor
or its managing directors shall be excluded.
(g) Notwithstanding paragraph (a)-(f) above the Pledgee shall be
entitled to immediate enforcement of the security granted under
this Agreement, if and to the extent the Pledgee has already made a
claim under the German Subsidiary Guaranty and the enforcement of
the German Subsidiary Guaranty was not excluded pursuant to its
maintenance of capital rules, but is obliged to retransfer proceeds
from such enforcement of the security granted under this Agreement
in accordance with paragraphs (e) and (f) above.
8. UNDERTAKINGS
8.1 NOTIFICATION
(a) For the purpose of disclosing the pledge constituted by this
Agreement, the Pledgor shall notify, without delay and in any event
no later than five (5) Business Days following the date hereof and
in form of Schedule 2, the Account Banks listed in Schedule 1 at
which it currently maintains Accounts of the fact that the credit
balances of such Accounts have been pledged pursuant to this
Agreement, and the Pledgor shall use its best efforts to deliver to
the Pledgee such Account Banks' signed acknowledgements no later
than ten (10) Business Days following the date hereof. With respect
to each Account Bank at which the Pledgor maintains any Future
Account after the date hereof and that is not listed in Schedule 1
(as supplemented from time to time), the Pledgor shall notify,
without delay and in any event no later than five (5) Business Days
following the date it opens such Future Account, such Account Bank
of the fact that such Future Account has been pledged to the
Pledgee pursuant to this Agreement, and the Pledgor shall use its
best efforts to deliver to the Pledgee such entities signed
acknowledgements thereto no later than ten (10) Business Days
following the date thereof. Each such notification shall be
substantially in the form of Schedule 2.
(b) The Pledgor shall provide the Pledgee without delay with a copy of
any notification given pursuant to this Clause 8.1, together with
the adequate evidence of such notification having been sent and
received.
(c) The Pledgee may give any notice required to be given by the Pledgor
pursuant to this Clause 8.1 if the Pledgor has not given such
notice within five (5) Business Days after the Pledgor is required
to do so or at any time following the occurrence and during the
continuance of an Event of Default. For this purpose, the Pledgor
authorises the Pledgee to notify each and any Account Bank
accordingly.
(d) The Pledgor undertakes to forward to the Pledgee simultaneously
with the execution of this Agreement notifications in the form of
Schedule 2 to this Agreement duly printed on its
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letterhead and duly executed in blank by the Pledgor for the
purpose of notifying the Account Banks of the pledge of the
respective Accounts pursuant to clause 8.1 (c) above. The Pledgor
hereby authorises the Pledgee to copy blank notification
certificates signed by the Pledgor.
8.2 GENERAL BUSINESS CONDITIONS
The Pledgor undertakes to use its best efforts to procure that each
Account Bank subordinates, as soon as possible, any existing pledge
it may hold with respect to the Accounts, including, but without
limitation, any pledge existing by operation of its General
Business Conditions (Allgemeine Geschaftsbedingungen), to the
Pledge so that the Pledge will rank ahead of all other pledges
affecting the Accounts.
8.3 FURTHER UNDERTAKINGS
Furthermore, the Pledgor undertakes:
(a) to notify the Pledgee without undue delay (unverzuglich)
of any event or circumstance which might adversely affect
the validity or enforceability of this Pledge;
(b) to promptly execute such further documents and do such
other acts as the Pledgee may from time to time reasonably
request;
(c) not to take any steps or measures which may have a
material adverse affect on the security interest granted
hereunder;
(d) to (i) generally use its best endeavours to ensure that all
debtors and other persons and entities make payments in
relation to any present and future receivables to the
Accounts, (ii) promptly forward any receivables that have
been paid otherwise than into the Accounts to the Accounts
and (iii) procure that any present or future credit balances
of any bank accounts held by the Pledgor outside of Germany
be transferred promptly to any of the Accounts, provided
that, notwithstanding clauses (d)(ii) or (iii), prior to
the occurrence of an Event of Default the Pledgor may
maintain balances in accounts located outside of Germany
in the ordinary course of business in order to meet payment
obligations due within the next twenty (20) days;
(e) to settle any transactions by way of banking operations
that an orderly acting merchant (ordentlicher Kaufmann)
generally settles by way of banking operations;
(f) to provide the Pledgee following the occurrence of an
Event of Default with all information in relation to the
Accounts as the Pledgee may from time to time reasonably
request;
(g) not to dispose of the amounts standing to the credit of
any Account other than in the ordinary course of business;
and
(h) without delay and in any event no later than five (5)
Business Days following the date that the Pledgor opens
any Account at an Account Bank that is not listed on
Schedule 1 (as supplemented from time to time), to deliver
a written notice to the Pledgee, setting forth the name
and address of such Account Bank and the account number of
such Account (it being understood that such written notice
shall be deemed to supplement Schedule 1 of this Agreement
for all purposes of this Agreement).
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9. REPRESENTATIONS AND WARRANTIES
Without prejudice and in addition to the representations and
warranties of the Pledgor under the Subsidiary Guaranty and the
other Credit Documents to which the Pledgor is party, the Pledgor
represents and warrants to the Pledgee as of the date hereof that:
(a) it is validly existing and neither insolvent, nor subject
to any insolvency proceedings nor in a financial crisis
(Krise);
(b) it is the sole holder of the Existing Accounts;
(c) the account balances and interest claims of the Existing
Accounts, subject to the prior ranking pledge in favour of
the respective Account Bank based on the General Business
Conditions of German banks, solely belong to the Pledgor;
(d) no other accounts than the Existing Accounts of the
Pledgor exist in Germany; and
(e) all necessary corporate action has been taken to authorise
the entry into this Agreement.
10. WAIVER OF DEFENCES
(a) The Pledgor hereby irrevocably waives its rights of
revocation (Anfechtbarkeit) and set-off (Aufrechenbarkeit)
it may have pursuant to Sections 1211 and 770(1) and (2)
of the German Civil Code (Burgerliches Gesetzbuch).
(b) The Pledgor irrevocably waives any rights which may pass to
the Pledgor by subrogation or otherwise, including but not
limited to, any recourse claim against the Issuer (Verzicht
auf Ruckgriffsanspruche) which it may obtain in the event
that the Pledgor pays any Secured Claim or in the event
of enforcement of the Pledge.
11. INDEMNITY
11.1 LIABILITY FOR DAMAGES
The Pledgee shall not be liable for any loss or damage suffered by
the Pledgor save in respect of such loss or damage which is
suffered as a result of the gross negligence or wilful misconduct
of the Pledgee.
11.2 INDEMNIFICATION
The Pledgor will indemnify the Pledgee against any losses, actions,
claims, expenses, demands and liabilities which may be reasonably
incurred by or made against the Pledgee for anything done or
omitted in the exercise or purported exercise of the powers
contained herein and occasioned by any breach of the Pledgor of any
of its obligations or undertakings herein contained other than to
the extent that such losses, actions, claims, expenses, demands and
liabilities are incurred or made against the Pledgee as a result of
the gross negligence or wilful misconduct of the Pledgee.
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12. DURATION
12.1 DURATION
This Agreement shall remain in full force and effect until the
earlier of (a) the date upon which all Secured Claims have been
irrevocably paid and discharged in full; and (b) the date notified
by the Pledgee to the Pledgor. The Pledge shall not cease to exist
if any payments made in satisfaction of the Secured Claims have
only temporarily discharged the Secured Claims.
12.2 CONTINUING SECURITY
This Agreement shall create a continuing security and no change or
amendment whatsoever in the Notes or in any document or agreement
related thereto nor any release of Security shall affect the
validity or scope of this Agreement.
13. COSTS AND EXPENSES
The Pledgor shall on demand pay (or procure payment) to the Pledgee
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 realisation upon, any of
the Bank Account Claims, (ii) 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. The
Pledgor shall on demand pay (or procure payment) to the Pledgee the
amount of all other costs, charges, fees and expenses (including
fees for legal advisers) reasonably and properly incurred by the
Pledgee in connection with the preparation, execution, performance
and amendment of this Agreement, or any waiver in relation thereto,
together in each case with any applicable value added tax or other
taxes.
14. MISCELLANEOUS
14.1 AMENDMENTS
Changes to and amendments of this Agreement including this Clause 14.1
must be made in writing.
14.2 WAIVERS AND REMEDIES CUMULATIVE
The rights of the Pledgee under this Agreement:
(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights or remedies
provided by law;
(c) may be waived only in writing and specifically.
Delay in exercising, partial exercising or non-exercising
of any rights is not a waiver of that right.
15. SEVERABILITY
(a) If a term of this Agreement is or becomes illegal, invalid or
unenforceable, that will not affect the legality, validity or
enforceability of any other terms of this Agreement.
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(b) The illegal, invalid or unenforceable term shall be deemed to be
replaced by that term which best meets the intent of the replaced
term.
16. CONFIRMATION OF RELEASE
Upon complete payment and discharge of all Secured Claims the
Pledgee shall confirm as a matter of record to the Pledgor upon its
request that the Accounts are released from the Pledge.
17. NOTICES
17.1 NOTICES
Any notice or other communication under or in connection with this
Agreement to the Pledgor or the Pledgee must be in writing and
shall be delivered personally, by post or facsimile and shall be
sent to the address or facsimile number of the party, and for the
attention of the individual, as set forth in Schedule 3 hereto or
such other address or facsimile number as is notified by that party
for this purpose to the Pledgee from time to time. Any notice under
this Agreement shall also be copied to the Issuer.
17.2 LANGUAGE
Unless otherwise agreed, any notice or other communication under or
in connection with this Agreement shall be in the English language
or, if in any other language, accompanied by a translation into
English. In the event of any conflict between the English text of
this Agreement, any notice or other communication and the text in
any other language, the English text shall prevail except that
where a German translation of a legal term appears in such text,
the German translation shall prevail.
17.3 DELIVERY
Any communication made by one Party to another under or in
connection with this Agreement will only be effective:
(a) if by way of fax, when received in legible form; or
(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;
and, if a particular department or officer is specified as part of
its address details, if addressed to that department or officer.
18. GOVERNING LAW
This Agreement is governed by the laws of Germany.
19. JURISDICTION
(a) The courts of Frankfurt am Main, Germany, have exclusive
jurisdiction to settle any dispute in connection with this
Agreement.
(b) The Pledgee may also take legal action against the Pledgor before
any other competent court of law having jurisdiction over the
Pledgor.
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This Agreement has been entered into on the date stated at the beginning of
this Agreement and has been executed in three originals.
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SIGNATORIES
CP FILMS VERTRIEBS GMBH
By: /s/ Kristel Deroover
--------------------
Kristel Deroover
Attorney
KBC BANK NV
By: /s/ Dirk De Bleser
--------------------
Dirk De Bleser
Head of Operations & Accounting
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