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HARSCO EUROPA BV
as Issuer
and
HARSCO CORPORATION
as Guarantor
and
BANQUE BRUXELLES XXXXXXX X.X./BANK BRUSSEL XXXXXXX N.V.
as Agent
=====================
DOMICILIARY AGENCY AGREEMENT
September 25, 1996
=====================
PROGRAMME OF BEF 3,000,000,000
BILLETS DE TRESORERIE/THESAURIEBEWIJZEN
unconditionally and irrevocably guaranteed by
HARSCO CORPORATION
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DOMICILIARY AGENCY AGREEMENT
Dated as of September 25, 1996
BETWEEN
HARSCO EUROPA BV (the "Issuer") , having its registered office at
Xxxxxxxxxxxxxxxx 0, 0000 XX Xxxxxx, Xxx Xxxxxxxxxxx
and
HARSCO CORPORATION (the "Guarantor"), having its registered office at 000 Xxxxxx
Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, U.S.A.
on the one hand,
AND
BANQUE BRUXELLES XXXXXXX X.X./BANK BRUSSEL XXXXXXX N.V. ("BBL" or the "Agent"),
having its registered office at Xxxxxx Xxxxxx 00, X - 0000 Xxxxxxxx
on the other hand,
WHEREAS,
the Issuer, pursuant to a decision of its Board of Directors dated July 15,
1996, has established a programme for the issue of Billets de Tresorerie
dematerialises/gedematerialiseerde Thesaurie-bewijzen denominated in Belgian
francs ("BEF"), in any other O.E.C.D. currency or in ECU subject to the terms
and conditions of the BTB's, substantially in the form of the Standard Terms and
according to the Law of July 22, 1991, as amended and the Royal Decree of
October 14, 1991, as amended;
WHEREAS,
Banque Nationale de Belgique S.A./Nationale Bank van Belgie N.V., the Issuer and
the Agent will execute an agreement in relation to the clearing of the BTB's to
be issued by the Issuer, substantially in the form annexed hereto;
WHEREAS,
the BTB's will be unconditionally and irrevocably guaranteed by Harsco
Corporation as to all payments due under the BTB's, pursuant to a decision of
its Board of Directors dated June 25, 1996;
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IT HAS BEEN AGREED AS FOLLOWS :
1. DEFINITIONS
For the purpose of this Agreement, the following terms shall have the
following meanings :
AGENT : the domiciliary agent, BBL.
AGREEMENTS : this Domiciliary Agency Agreement, the Clearing Agreement,
the Dealer Agreement and the Standard Terms of the BTB's.
BTB'S : Billets de Tresorerie dematerialises/gedematerialiseerde
Thesauriebewijzen issued under the Programme, with terms and conditions
substantially set out in the Standard Terms and in accordance with the
Law and the Royal Decree.
BUSINESS DAY : any day on which banks, clearing systems and foreign
exchange markets are open for business in Brussels where BEF is
concerned; where ECU is concerned, a day on which settlement of ECU
transactions can be effected on the ECU interbank market and in Brussels;
where other currencies are concerned, in Brussels and in the principal
financial centre of the country of the currency in which the BTB's are
denominated.
CLEARING AGREEMENT : the agreement between the Issuer, the Domiciliary
Agent and BNB/NBB relating to the clearing of the BTB's dated September
25, 1996 (the free English translation of which is annexed to this
Agreement).
DEALER : BBL.
DEALER AGREEMENT : the agreement between BBL as Dealer, the Issuer and
the Guarantor relating to the issue of its BTB's, dated September 25,
1996.
DOMICILIARY AGENCY AGREEMENT : the present domiciliary agency agreement.
DOMICILIARY AGENT : BBL.
GUARANTEE : the unconditional and irrevocable guarantee relating to all
payments due under the BTB's, issued by the Guarantor and set out in the
Prospectus.
GUARANTOR : Harsco Corporation
ISSUER : Harsco Europa BV
LAW : Belgian law of July 22, 1991 relating to billets de tresorerie et
certificats de depot/ thesauriebewijzen en depositobewijzen, as amended.
PROGRAMME : the programme of BEF 3,000,000,000 BTB's set up by the
Issuer.
PROSPECTUS : the prospectus of the programme, as approved by the
Commission bancaire et financiere/Commissie voor het Bank-en
Financiewezen.
ROYAL DECREE : Belgian royal decree of October 14, 1991 relating to
billets de tresorerie et certificats de depot/thesauriebewijzen en
depositobewijzen, as amended.
SETTLEMENT DATE : date on which an issue of or a transaction on BTB's is
settled in the clearing system of BNB/NBB.
STANDARD TERMS : the terms and conditions to which each BTB issued under
the Programme will be subject, as set forth in the Prospectus.
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2. AGENCY
The Issuer and the Guarantor hereby appoint BBL as domiciliary agent with
respect to the BTB's issued under the Programme in accordance with the
Clearing Agreement. The undertakings on the part of the Issuer pursuant
to the Clearing Agreement are executed directly by the Agent, acting in
its capacity as agent, it being understood that, in performing such
functions, the Agent acts solely as agent of the Issuer and of the
Guarantor and it does not assume any obligation, relationship of agency,
trust or other responsibility towards the holders of the BTB's.
All amounts held by the Agent relating to the BTB's shall be held for the
benefit of the Issuer.
The Agent shall act in accordance with good banking practices.
The Agent shall incur no liability for or in respect of any action taken,
omitted to be taken or anything suffered by it relying upon any transfer,
notice, consent, certificate, affidavit, statement or other paper or
document, reasonably and according to good banking practices believed by
it to be genuine and to have been signed by the authorised parties.
3. MAXIMUM AMOUNT
The aggregate principal amount of the BTB's issued at any time and
outstanding under the Programme will not exceed BEF 3,000,000,000.
The Issuer undertakes to respect the maximum amount at all times and
shall, for that purpose, keep a record of all outstanding BTB's. Should
the maximum amount be exceeded, one or more BTB's shall be cancelled in
order to reduce the outstanding amount to less than BEF 3,000,000,000.
4. ISSUE PROCEDURE
Upon receipt of the Issuer's confirmation form, the Agent shall take the
necessary measures for the creation of the BTB's and for the payment of
the proceeds thereof to the Issuer.
Upon payment of the proceeds of the BTB's, in accordance with the
procedure as set out in the Clearing Agreement, the account of the Issuer
shall be credited by the Agent in this quality in due time, i.e. in
same-day funds value the Settlement Date, according to the instructions
given by the Issuer.
5. PROCEDURE FOR REDEMPTION AND PAYMENT OF INTERESTS
The Issuer or, failing the Issuer, the Guarantor hereby agrees that any
amount for redemption and/or payment of interests on the BTB's in BEF and
in ECU, will be automatically debited by the Agent from the Issuer's
account held with the Agent or, failing the Issuer, the Guarantor will
transfer the amount on the due date on the Issuer's account.
Accordingly, the Issuer or, failing the Issuer, the Guarantor shall
credit its account with the Agent, in due time, i.e. in same-day funds
value the maturity date and/or the interest payment date of any BTB's
with the amount due.
Not later than noon (Brussels time) one Business Day prior to each
maturity date or interest payment date with respect to any BTB's in BEF
and in ECU, the Issuer or, as the case may be, the Guarantor shall
evidence the transfer of all such funds to the Agent. The Agent shall
notify the Issuer or, as the case may be, the Guarantor not later than
2.00 p.m. the same day, if it has not received such evidence.
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For BTB's issued in any other O.E.C.D. currency than BEF and ECU, the
above mentioned procedure will apply in relation to currencies for which
the Issuer and/or the Guarantor has an account with BBL.
For BTB's issued in any other O.E.C.D. currency than BEF and ECU, the
Issuer or, failing the Issuer, the Guarantor shall transfer to the Agent
for value not later than each due date the necessary funds in the
relevant currency for the redemption of and/or the payment of interest on
the BTB's on that due date. Not later than two Business Days prior to
each due date with respect to the BTB's, the Issuer or the Guarantor, as
the case may be, shall confirm, or cause to be confirmed by its
correspondent bank, to the Agent that it has given irrevocable
instructions for the transfer of all such funds and the name and account
of the bank through which such transfer is being made. The Agent shall
promptly notify the Issuer or the Guarantor, as the case may be, if it
has not received such confirmation by 2.00 p.m. two Business Days prior
to any due date.
Should the latter be the case, the Agent will actively search, with
persons designated by the Issuer or, as the case may be, the Guarantor,
for any possible corrective measures. If no such corrective measures can
be implemented before 4.00 p.m. one Business Day before the due date, the
Agent shall be authorised to stop all settlements in the clearing system
of BNB/NBB.
6. OBLIGATIONS REGARDING THE PROSPECTUS
The Issuer shall (i) prepare any document which, according to the Law and
to the Royal Decree, forms an integral part of the Prospectus and (ii)
after having received the prior approval of the Commission bancaire et
financiere/Commissie voor het Bank- en Financiewezen, make the
Prospectus available to the Agent.
The Agent shall (i) make the Prospectus or these documents available,
without delay, to BNB/NBB and (ii) make the Prospectus available without
delay to whomsoever may require.
7. NO IMPLIED OBLIGATIONS
The Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of
which is not assured to it within a reasonable time.
The Agent shall not be responsible for the use of the proceeds of the
BTB's by the Issuer and/or the Guarantor.
The Agent shall not be liable for any action taken, suffered or omitted
to be taken, provided that the Agent has acted in good faith, in
accordance with this Agreement and according to good banking practices.
8. PURCHASE
In case of purchase by the Issuer on the secondary market of any issued
BTB's, it shall promptly inform the Agent, which shall in turn inform
BNB/NBB. Purchased BTB's shall immediately be cancelled by BNB/NBB.
The Agent may purchase, or acquire any interest in, the BTB's, with the
same rights that it would have if it were not the Agent hereunder, and
may engage or be interested in any financial or other transaction with
the Issuer, the Guarantor and the Dealer.
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9. FEES AND EXPENSES
(a) The Agent will be entitled to the following fees :
(1) an agency fee of BEF 15,000 payable annually in arrears and for
the first time one year after the date of this Domiciliary
Agreement. This fee shall be automatically debited from the
Issuer's account held with the Agent. The Agent will notify
the Issuer at least 5 days preceding such debit.
(2) a transaction fee of 0.065/ooper annum, with a minimum of BEF
1,000. The transaction fee is calculated per issue of BTB's pro
rata temporis of the time the BTB is outstanding, with the
above minimum per Issuer's drawdown, and includes :
(i) code ISIN (BEF 325, VAT excluded);
(ii) notification to BNB/NBB (BEF 100, VAT excluded);
(iii) cost for the clearing of the BNB/NBB (0.03 /oo for BTB's
issued in BEF or in ECU and 0.02 /oo for BTB's issued in
other currencies, as specified in article 6 of the
Clearing Agreement).
(3) for each interests payment, a fee of BEF 500;
The fees under (2) and (3) will be automatically debited from the
Issuer's account on the first Business Day of the month following
the redemption of the BTB or the interest payment, respectively.
For BTB's issued in any other currency than BEF, the equivalent of
the above fees will be calculated as set out in the Clearing
Agreement.
(b) BBL, in its capacity as arranger of the Programme, shall be entitled
to an arrangement fee as agreed in a separate letter.
(c) The Issuer and/or the Guarantor will bear any other costs or fees
charged by any relevant clearing organisation (excluding BNB/NBB) in
relation with any issue of BTB's, denominated in currencies other
than BEF.
(d) The Issuer and the Guarantor will bear the costs of the notices
given in accordance with "Notices" in the Standard Terms.
10. CONDITIONS PRECEDENT
Before the Issuer makes its first request to issue the BTB's, the Agent
should have received the following documents :
(a) a copy (certified by an authorised officer of the Issuer) of the
Board Resolution of the Issuer approving the issue of the BTB's and
authorising its appropriate officers to execute the Prospectus and
the other agreements relating thereto together with specimen
signatures of such officers;
(b) an original copy of the Guarantee duly executed on behalf of the
Guarantor;
(c) a copy (certified by an authorised officer of the Guarantor) of the
Board Resolution of the Guarantor approving the issue of the
Guarantee to the Programme and authorising its appropriate officers
to execute the Guarantee and this Agreement, together with specimen
signatures of such officers;
(d) an authorised signatory list of persons entitled to act on behalf of
the Issuer and the Guarantor;
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(e) the approval of the Prospectus by the Commission bancaire et
financiere/Commissie voor het Bank- en Financiewezen;
(f) a copy of the Prospectus and any other agreement relating to the
Programme duly executed by the parties thereto.
11. TERMINATION
This Agreement may be terminated by the Issuer or the Agent upon notice
of at least 30 Business Days. Upon termination of this Agreement, the
Issuer shall appoint another financial institution as successor
domiciliary agent, pursuant to article 1.2. of the Clearing Agreement. In
such case, this Agreement shall remain in full force and effect with
respect to the then outstanding BTB's. Any change of domiciliary agent
shall be notified to BTB holders upon at least 15 days' notice.
12. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Kingdom of Belgium and any dispute in relation therewith will
be subject to the jurisdiction of the courts of Brussels, Belgium, to
which the Issuer and the Guarantor irrevocably submit.
13. NOTICES
Notices relating to this Agreement will start with the following
reference "Billets de Tresorerie/Thesauriebewijzen" and should be
addressed to :
- for the Issuer
Harsco Europa BV
Wenckebachstraat 1
1951 JZ Velsen (Netherlands)
Attention : Xxxxx Xxxxxxxxxx
- for the Guarantor
Harsco Corporation
000 Xxxxxx Xxxxxx Xxxx
Xxxx Xxxx
XX 00000 (U.S.A.)
Attention : Xxxxx Xxxxxxxx
- for the Agent
Banque Bruxelles Xxxxxxx X.X./Bank Brussel Xxxxxxx N.V.
Avenue Marnix 24
B - 0000 Xxxxxxxx (Xxxxxxx)
Attention : Xx Xxxxxx Xxxxxxxx - Arbitrage
Each notice or instruction hereunder shall be made in writing, by mail,
or by facsimile (thereafter confirmed by mail).
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If the Agent shall receive any notice or demand addressed to the Issuer
or the Guarantor by the holder of any BTB's, the Agent shall promptly
forward such notice or demand to the Issuer or the Guarantor. The Agent
will give notice to the holder of any BTB's to the extent required by the
Standard Terms, pursuant to written instructions of the Issuer or the
Guarantor.
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This present Agreement is executed in 3 original copies, of which each party
hereto acknowledges having received one.
For the Issuer
HARSCO EUROPA BV
By : /s/ Xxxxxx X. Xxxxxxxx By : /s/ Xxxxx X. Xxxxxxxx
For the Guarantor
HARSCO CORPORATION
By : /s/ Xxxxx X. Xxxxxxxx By :
For the Agent
BANQUE BRUXELLES XXXXXXX X.X./BANK BRUSSEL XXXXXXX N.V.
By : /s/ By : /s/
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AGREEMENT FOR CLEARING SERVICES REGARDING DEMATERIALIZED
BILLETS DE TRESORERIE/THESAURIEBEWIJZEN
AND DEMATERIALIZED CERTIFICATES OF DEPOSIT
(free translation)
Between
Banque Nationale de Belgique S.A./Nationale Bank van Belgie N.V. whose
registered office is located at Xxxxxxxxx xx Xxxxxxxxxx 0, X - 0000 Xxxxxxxx,
represented for the purposes of this agreement by
hereinafter referred to as "the Bank",
and
Harsco Europa BV whose registered office is located at Xxxxxxxxxxxxxxxx 0, 0000
XX Xxxxxx, Xxx Xxxxxxxxxxx, represented for the purposes of this agreement by
hereinafter referred to as "the Issuer",
and
Banque Bruxelles Xxxxxxx X.X./Bank Brussel Xxxxxxx N.V. whose registered office
is located at Xxxxxx Xxxxxx 00, X - 0000 Xxxxxxxx, represented for the purposes
of this agreement by
hereinafter referred to as "the domiciliary agent",
THE FOLLOWING HAS BEEN AGREED :
1. PURPOSE
(a) The Issuer grants to the Bank, who accepts, the clearing services
for the dematerialized depositary certificates or the dematerialized
commercial paper (Billets de Tresorerie/ Thesauriebewijzen)
denominated in Belgian francs or foreign currencies, with the
exception of securities denominated in ECU which it issues and which
are governed by the Law of July 22, 1991 (hereinafter referred to as
"the law"), as amended by the law of August 6, 1993 pertaining to
operations involving certain Securities.
(b) In the case of the issue of Billets de Tresorerie/Thesauriebewijzen,
the Issuer shall sign a domiciliary agency agreement with a direct
participant in the clearing system of the Bank (hereinafter referred
to as "the clearing"). The Domiciliary Agency Agreement shall not be
required when the Issuer is itself a direct participant in the
clearing.
The domiciliary agent shall expressly undertake to observe the
procedure laid down by this agreement.
The commitments on the part of the Issuer, established by this
agreement, shall be executed directly by the domiciliary agent in
its capacity as authorized agent of the Issuer.
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If another domiciliary agent is chosen, the Issuer must inform the
Bank in writing of such change. A side letter to this agreement
shall then be drawn up with the new domiciliary agent.
In any case, a change of domiciliary agent shall only become
effective for issues after the date of notification of the change
and for securities that are identified by ISIN codes different from
those allocated to securities issued prior to the change of
domiciliary agent.
For issues preceding the change of domiciliary agent, the initial
domiciliary agent remains entirely bound to his commitments under
the present agreement.
The initial domiciliary agent shall remain fully liable for all
commitments resulting from this agreement in the case of issues
prior to the change of domiciliary agent.
2. DOCUMENTS TO BE FORWARDED TO THE CLEARING
(a) At least two days before the beginning of an issuing Programme, or
in the case of the documents referred to under (4) below, as soon as
they are made public, the Issuer submits the following documents to
the clearing :
(1) the contractual conditions of the issue, and in the case of
Billets de Tresorerie/ Thesauriebewijzen, the prospectus
together with its additional information, up-dates and
annexes, any other documents required by the law and its royal
decrees, as well as, in general, any other document intended
to investors,
(2) in the case of Billets de Tresorerie/Thesauriebewijzen, the
banking and finance Commission's letter approving the issue of
the Billets de Tresorerie/Thesaurie-bewijzen,
(3) the specific features of each category of Securities, i.e. :
- the Programme under which the issue shall take place
(reference to the date of approval of the prospectus by the
banking and finance Commission);
- any other feature of the Securities,
(4) the annexes and up-dates of the prospectus, the reports and
charts of activities and the half-yearly results required of
Issuers of Billets de Tresorerie/ Thesaurie-bewijzen by
article 2 and by article 5 Section 2 of the law and by article
22 of the royal decree of October 14, 1991 pertaining to the
implementation of the law of July 22, 1991, or the last
half-yearly report published in accordance with the provisions
of the Royal Decree of September 18, 1990 concerning
obligations linked to the admission of Securities to listing
on a public stock exchange of the Kingdom.
(b) The submission of the documents mentioned in 2.1. is intended solely
to inform the Bank and its clearing of the issue conditions and the
rights attached to the Securities. It does not relieve the Issuer of
the duty of informing investors in accordance with the legal and
statutory requirements. The clearing shall inform its participants
of the entry into its system of each new category of Securities and
the rights attached to the Securities.
3. EXECUTION OF THE ISSUE
(a) The Issuer shall inform the clearing by 12.00 noon at the latest on
the settlement of subscription for Securities denominated in Belgian
Francs, and by 12.00 noon on the business day preceding the
settlement date for Securities denominated in foreign currencies,
with the exception of Securities denominated in ECU :
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- the ISIN code allocated to the Securities and the currency of
issue;
- the nominal amount of Securities actually subscribed which is to
be registered to the Securities account;
- the subscription price and the redemption price;
- the settlement date and the redemption date;
- the interest rate and, where appropriate, the yield of the
Securities in order to determine the income generated by the said
Securities in accordance with articles 8 and 9 of the royal
decree of May 26, 1994 relating to the levy and payment of the
withholding tax in accordance with chapter 1 of the law of August
6, 1993 pertaining to operations involving certain Securities;
- the terms of payment for the interest.
For Securities with floating rate interest the information referred
to in the last two items must be communicated not later than at
12.00 noon of the first business day of each interest period.
Upon receipt of the information referred to in paragraph 1, the
clearing shall inform, where appropriate, the Issuer or its
domiciliary agent that the issue scheduled leads to a surpassing of
the authorized amount for the Programme in the issue prospectus. To
this end, the exchange value in Belgian francs of the various issues
under the multicurrency Programmes shall be calculated on the basis
of the latest indicative exchange rates published by the Banque
Nationale de Belgique S.A./Nationale Bank van Belgie N.V. for the
foreign currencies concerned.
The Bank may in no way be held liable with regard to the Issuer, the
domiciliary agent or any other third party as a result of the
booking to the account of the securities mentioned in the
communication of the clearing referred to in paragraph 2, or as a
result of any errors of omissions made by the Issuer in connection
with the communications referred to in paragraph 1.
(b) On the settlement date, the clearing shall credit the Issuer's or
its domiciliary agent's Securities account in accordance with the
procedures established by the regulations of the clearing.
(c) At the latest on the settlement date, the Issuer or its domiciliary
agent shall distribute the amount of Securities purchased by all
subscribers among the latter in accordance with the customary
clearing regulations.
4. PAYMENT OF THE INTEREST UPON MATURITY AND THE REDEEMABLE CAPITAL ON
SECURITIES DENOMINATED IN BELGIAN FRANCS
(a) The interest on securities issued shall be payable by the clearing
to the participants according to the periodicity determined by the
Issuer on the basis of the date of interest and annual interest rate
communicated by the Issuer pursuant to article 3 (a).
(b) On the banking day prior to the maturity of the securities or the
interest payment date, after the closing of the cash clearing house,
the clearing shall automatically generate the notifications for the
redemption of the securities or the interest due.
(c) On the interest payment date, the cash account of the Issuer or
where appropriate, of its domiciliary agent, shall be debited with
the amount of the interest due.
The cash accounts of the participants shall be credited with
interest depending on the securities registered in the account with
them, subject to the retention of the withholding tax where
appropriate.
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(d) On the maturity date of the securities, the security accounts of
account holders who hold matured securities shall be debited with
the amount of the securities which have matured and which have been
registered to the account.
At the same time, the cash account of the Issuer or, as the case may
be, of its domiciliary agent, shall be debited with the amount of
the securities which have matured. The cash accounts of the
participants shall be credited with the amount of the securities
matured on the basis of the securities which have been registered to
the account with them after the withholding tax has been retained
where appropriate.
(e) The Issuer undertakes to provide sufficient funds, if necessary
through the intervention of its domiciliary agent, to repay in full
all amounts due in principal and in interest.
5. PAYMENT OF MATURED INTEREST AND REDEEMABLE CAPITAL ON DEMATERIALIZED
SECURITIES DENOMINATED IN FOREIGN CURRENCIES WITH THE EXCEPTION OF
SECURITIES DENOMINATED IN ECU
(a) The interest and principal due on dematerialized securities
denominated in foreign currencies, with the exception of securities
denominated in ECU shall be payable according to the terms and
conditions specified in article 4.1. and where appropriate after
retention of an amount corresponding to the withholding tax, by the
Issuer or its domiciliary agent to the participants who maintain
accounts in which these securities have been booked, on the basis of
the amounts registered at the end of the third banking day preceding
the interest payment date or the maturity date, as communicated to
them by the clearing.
On the maturity date, the cash account of the Issuer or of its
domiciliary agent shall be debited in Belgian francs in favour of
the clearing with the withholding tax amount owed to the Treasury
under Article 8 of the law of August 6, 1993 relating to operations
on certain securities and under the provisions of executive decrees
governing the conversion into Belgian francs of income generated by
securities denominated in foreign currencies.
(b) The notifications relating to the redemption of securities shall be
issued by the clearing in accordance with Article 4.2.
(c) Article 4.4 alinea 1 is applicable.
6. BANK FEES
For the clearing services for dematerialized securities, the Issuer shall
pay the Bank a fee of 0.03 per thousand per annum for the securities
denominated in Belgian francs and 0.02 per thousand per annum for the
securities denominated in foreign currencies, with the exception of
securities denominated in ECU, applied to each category of securities
with the same features (same ISIN code), pro rata temporis on the basis
of the amounts registered to the accounts.
This fee shall be charged :
(a) in Belgian francs, where appropriate on the basis of the indicative
exchange rate published by the Bank for the currency(ies) concerned
the last banking day of the month preceding the date of invoice;
(b) in the first days of the month which follows the maturity date or
the anniversary date of the subscription, where appropriate of the
first tranche, depending on whether the security has a maturity of
up to, or of over one year, or on the early redemption date;
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(c) by automatically debiting the cash account of the Issuer if it is a
participant in the clearing, or by automatically debiting the cash
account of its domiciliary agent.
7. DEFAULT OF THE ISSUER
(a) In case of default of the Issuer or of insufficient funds, any
redemption at maturity or payment of interest due shall be postponed
with full legal effect until a credit balance is provided for
sufficient to allow the settlement in full of all cash payments due
by the Issuer.
(b) If the Issuer is represented by a domiciliary agent, the latter must
be certain to notify the Bank of the Issuer's default or the lack of
funds before 12.00 noon on the capital redemption date or the
interest payment date.
After this time limit, the settlement of the redemption or interest
payment on the maturity date shall be deemed to have been accepted
by the domiciliary agent, whose account shall be debited
accordingly.
The notice which is to be addressed to the Bank by the domiciliary
agent shall be sent by registered mail with acknowledgement of
receipt. In the case of an emergency, notification may be sent by
Swift of fax, with confirmation to be sent within 24 hours by
registered mail with acknowledgement of receipt. The Swift format
shall be agreed in advance between the parties.
(c) If an event involving the Issuer as described in article 85 of the
clearing regulations occurs, all settlements, security redemptions
or payment of interest due shall be automatically postponed without
any formal notice.
8. APPLICABLE LAW - JURISDICTION
The present agreement is governed by Belgian law.
The clearing's regulations shall apply to all matters not expressly
covered by this agreement.
The courts of Brussels shall have exclusive jurisdiction over any
disputes concerning the interpretation or the execution of the present
agreement.
Drawn up in Brussels in three original copies.
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For the Issuer
For the Bank
For the domiciliary agent
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