Exhibit 10.7
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CREDIT AGREEMENT
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BY AND BETWEEN:
The Parties of the first part:
1. "WAFABANK", a Moroccan societe anonyme (public corporation), with
capital of MAD 602,430,000.00 and corporate offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇▇▇, acting through its Branch in Brussels, ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, formed on January 30, 1987 under an authorization of the
Banking Commission dated April 16, 1987, registered in the Brussels
Register of Commerce under No. 487.961 and with the V.A.T. under No.
430.269.135, the bylaws of which, originally published in the Annexes du
Moniteur Belge on January 30, 1987 under No. 870130-198, were amended for
the last time on June 1, 1999 and published in the Annexes du Moniteur
Belge No. 990601-302;
represented for the purposes herein by:
2. "DEUTSCHE BANK" (formerly Credit Lyonnais Belgium), a Belgian societe
anonyme (public corporation), with corporate offices at 9, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇ Register of Commerce No. 36.922),
formed pursuant to legal instrument recorded by Antoine Cols, Notary, in
Antwerp on December 31, 1934 and published in the Annexes du Moniteur
Belge on January 14 and 15, 1935 under No. 489, the bylaws of which have
been successively amended, most recently in accordance with minutes
recorded by Johan Kiebooms, Notary, in Antwerp on February 11, 1999, filed
on February 12, 1999 with the Clerk of the Commercial Court, and published
on February 23, 1999 in the Annexes du Moniteur Belge;
represented for the purposes herein by:
3. "COMMERZBANK AG", a German company, with corporate offices in Frankfurt am
Main, Federal Republic of Germany, acting through its Brussels Branch, ▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and registered in the Brussels
Register of Commerce under No. 400.243;
represented for the purposes herein by:
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4. "CBC Banque", a societe anonyme (public corporation), with corporate
offices at Grand ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, registered in the Brussels
Register of Commerce under No. 278.041 and subject to value added tax
under No. 403.211.380; formed under the name "Credit General de Belgique"
pursuant to the terms of a legal instrument recorded by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇, Notaries in Brussels, on the Ninth day of January
in the year Nineteen Hundred and Fifty-Eight, and published in the Annexes
du Moniteur Belge on the Thirty-First day of January, in the year Nineteen
Hundred and Fifty-Eight under No. 2106 and on the Ninth day of February in
the year Nineteen Hundred and Fifty-Eight under No. 2755bis, and the
bylaws of which were last amended pursuant to a legal instrument recorded
by Benedikt van der Vorst, Notary of Ixelles, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇▇, Notaries of Brussels, with the assistance of Jan Van Bael, Notary
of Antwerp, and ▇▇▇ ▇▇▇▇▇▇▇, Notary of Leuven, on the third of June in the
year Nineteen Hundred and Ninety-Eight, published in the Annexes du
Moniteur Belge of June 25, 1998 under No. 980265-283, said instrument
amending the corporate name of Credit General S.A. de Banque to CBC
Banque;
Acting through its corporate headquarters in Brussels and represented for
the purposes herein by:
5. "FORTIS BANQUE", a societe anonyme (public corporation), formed on
December 5, 1934 in accordance with a legal instrument published in the
Annexes du Moniteur Belge of December 14 under No. 15.109, the bylaws of
which were last amended in accordance with a legal instrument dated June
23, 1999 and published in the Annexes du Moniteur Belge on July 21, 1999
under No. 990721-1 and 3, with corporate offices at 3 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇, registered in the Brussels Register of Commerce under No.
76034 and registered with the V.A.T. authority under No. BE 403.199.702,
assuming the rights and obligations of the societe anonyme C.G.E.R- Banque
pursuant to a merger by consolidation on June 23, 1999, in accordance with
instruments recorded and notarized by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
in Brussels and published in the Annexes du Moniteur Belge on July 21,
1999 under No. 930721-1 and 3, which company did itself assume the rights
and obligations of the societe anonyme. Societe Nationale de Credit a
l'Industrie , following the merger by consolidation on October 29, 1997,
pursuant to a legal instrument recorded by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary, in
Brussels and published in the Annexes du Moniteur Belge on November 25,
1997 under No. 971125-62;
represented for the purposes herein by:
And referred to collectively hereinafter as the "Banks";
And the Party of the second part:
MECAR S.A., formed under the name "SA NEW MECAR", in accordance with a legal
instrument recorded on August 18, 1999 by ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary of
Brussels, and published in the Annexes du Moniteur Belge on August 31, 1999
under No. 990831-371, having its corporate headquarters at rue Grinfaux, 50,
7181 Seneffe (Petit-Roeulx-Lez-Nivelles), registered in the Charleroi Register
of Commerce under No. 196469 and with the V.A.T. under No. 466.712.134. S.A. NEW
MECAR became S.A. MECAR in accordance with a legal instrument recorded by Notary
Lagae, on August 18, 1999 and published in the Annexes du Moniteur Belge on
August 31, 1999 under No. 990831-372;
represented for the purposes herein by:
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referred to hereinafter as the "Borrower";
The purpose of this agreement is to define the new terms and conditions of the
previous agreements, notably the agreements of January 14, 1998, June 21, 1999,
February 9, 2000 and November 26, 2001.
The withdrawal of BNP-PARIBAS from the Bank pool and the participation in this
pool of FORTIS BANQUE is hereby noted.
Now, therefore, it has been agreed as follows:
Article 1: Creditors: The Banks, without joint liability
Article 2: Borrower: S.A. MECAR
Article 3: Amount of the credit line: EUR 49,400,000.00
Article 4: Bank Percentages
A. In the form of bank guarantees with pledged deposits: EUR 26,800,000
distributed as follows:
- WAFABANK: EUR 5,000,000
- DEUTSCHE BANK: EUR 5,450,000
- COMMERZBANK: EUR 5,450,000
- CBC BANQUE: EUR 5,450,000
- FORTIS BANQUE: EUR 5,450,000
B. In the form of bank guarantees without pledged deposits: EUR 10,000,000
distributed as follows:
- DEUTSCHE Bank: EUR 2,500.000
- Commerzbank: EUR 2,500,000
- CBC-Banque: EUR 2,500,000
- FORTIS Banque: EUR 2,500,000
C. In the form of current account advances and/or straight loans and/or letters
of credit: EUR 3,600,000 distributed as follows:
- DEUTSCHE Bank: EUR 900,000
- Commerzbank: EUR 900,000
- CBC-Banque: EUR 900,000
- FORTIS Banque: EUR 900,000
D. In the form of advances intended for the payment of installments of
estimated corporate taxes: EUR 9,000,000 distributed as follows:
- WAFABANK: EUR 1,800,000
- DEUTSCHE Bank: EUR 1,800,000
- Commerzbank: EUR 1,800,000
- CBC-Banque: EUR 1,800,000
- FORTIS Banque: EUR 1,800,000
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Article 5: Operations of the Bank Pool
The interbank agreement signed on this date shall govern the relations among
the banks with respect to this credit line.
The Banks have designated CBC-Banque as Pool Coordinator.
Article 6: Purpose
The credit line, in its current forms, is intended to cover the Borrower's
financial needs arising from the execution of its corporate purpose.
Article 7: Accounts
This credit line operates in one or more accounts (current or non-current)
with each of the Banks. These accounts are only the elements of the sole and
indivisible "credit account" which the Borrower has with each Bank.
Therefore, each Bank may make transfers from one element of the "credit
account" to another on its books, merge the accounts and offset the debit
balances in some accounts with the credit balances of other accounts. When
the transfer requires conversion of foreign currencies, the conversion rate
shall be determined by the Banks.
These accounts are governed at each of the Banks by the Bank's general
conditions governing this type of account, with which the Borrower hereby
expressly stipulates that it is familiar.
All sums due may be recorded in an account as of the due date.
Article 8: Forms of use
The credit line may be used in all forms and under all conditions stipulated
to or to be stipulated to by the parties, without resulting in novation.
Until otherwise established, the credit line may be used in the forms and
under the conditions defined hereinafter:
A. EUR 26,800,000.00 in the form of bank guarantees issued with pledged
deposits and EUR 10,000,000.00 in the form of bank guarantees without
pledged deposits.
The EUR 10,000,000.00 line shall be used only after the limit on the EUR
26,800,000.00 line of credit has been reached.
The issue of bank guarantees and all terms thereof, as well as any
extensions of such guarantees, shall be subject, on a case by case basis, to
the prior agreement of the Banks, without prejudice to the limits set by
each Bank based on the current and future commitments of the Borrower
resulting from agreements other than this agreement. Their use in the form
of bank guarantees shall be recorded in the books of the Pool Coordinator.
B. EUR 3,600,000 in the form of advances on current accounts and/or straight
loans and/or letters of credit and EUR 9,000,000 in the form of an advance
intended for the payment of installments of estimated corporate taxes.
In addition to being governed by this agreement, these credit lines shall be
governed by specific agreements to be established by each of the banks
concerned within the Bank Pool. Their use shall be recorded in the books of
the Lending Banks.
The parties reserve the right to agree on new forms of use.
In the event of termination pursuant to Article 17 (immediate payment), the
credit account with each of the Banks shall be closed on the effective date
of the termination.
The existence and the amount of the claim of each of the Banks, as well as
the position of the Borrower's "credit account" with each Bank, are verified
by the account statement or by any other
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accounting document prepared by the Banks; said documents shall constitute
sufficient proof, without requiring presentation of any other instrument,
whether recorded by notary or not, to be presented.
Article 9: Compliance with legal and regulatory provisions
The Borrower undertakes to comply with the regulations of the competent
monetary authorities, in particular the Institut Belgo-Luxembourgeois du
Change (IBLC) and to provide the Banks with any document or proof required
by said authorities.
The Borrower shall ensure, at any time, that it is performing its activities
in strict compliance with the current and future regulations governing the
import, export and transit of arms, munitions, military materiel and related
technologies.
Article 10: Terms and conditions of the lines that may be used in the form
of bank guarantees
a) Terms and conditions
The Banks shall establish, to the order and on behalf of the Borrower,
guarantees to return advances and performance guarantees, in EURO or in
currencies, under the Borrower's entire and exclusive responsibility. The
issuance of these guarantees shall be governed by the General Conditions
governing the issuance of guarantees.
Any request for the issuance of bank guarantees shall be subject to the
prior written approval of the Banks.
b) Chronology
The Borrower undertakes to comply with the following chronology, contract
by contract:
- receipt by the Pool Coordinator of the written request to issue a
guarantee;
- request for approval from the Banks;
- receipt by the Banks of export credit letters;
- receipt by the Banks of a copy of the specific OND policy, possibly a
definitive undertaking subject to the condition
precedent that export licenses are obtained;
- receipt of export licenses;
- issue of the guarantees;
- receipt and freezing of the pledge advances in accordance with the
terms and conditions stipulated in Articles 8 and 18A.
The banks agree that the performance guarantees shall be issued before
export licenses are obtained.
This chronology may be modified with the prior written consent of the Banks.
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c) Commission and fees
The issuance of guarantees shall result in the payment of a commission of
1.25% per year, payable quarterly in advance, and every quarter started
requiring full payment. It shall be calculated on the amount guaranteed
at the beginning of the quarter and shall be due until the full and
definitive discharge of the Banks' commitments.
Moreover, the Borrower shall be responsible for commissions claimed by
the Banks' correspondents, the final issuers of the guarantees.
All other fees (telex, port, etc.) and costs incurred by the Banks in
issuing the guarantees shall also be paid by the Borrower. The Borrower
shall also be responsible for fees claims by the Banks' correspondents.
Article 11: Terms and conditions for computing interest and commissions
The debt interest and commissions shall be calculated on the basis of the
actual number of days elapsed and a debt rate established on the basis of a
commercial 360-day year (365 days for the pound sterling), except where
otherwise stipulated herein.
Article 12: Commissions on bank guarantees
For each guarantee that the Banks agree to issue, two commissions of 1%
shall be recorded.
The first commission is due upon issuance by the Banks and shall be payable
in one payment no later than the receipt of the first installment payment.
The second commission is due on a prorated basis as the Borrower's receipts
for its deliveries are received. However, for simplification purposes and
until otherwise established, this second commission shall be deducted when
the receipts for the last delivery of each contract are received.
The Bank that has issued the guarantee on behalf of the Banks in the Bank
Pool which have agreed to participate shall collect the Bank Pool's
commissions from the Borrower, which so agrees, and shall repay to each of
the other participating Banks the percentage to which it is entitled.
Article 13: Charging the sums due to the "credit account" of each Bank
The amount due on the Banks' claim results from the debit balance of the
"credit account" on the day of the statement. At any time, even after this
statement, the accounts may be debited for the amount that the Borrower owes
or will owe all the Banks under this credit line.
Article 14: Payments / Fees
a) The Borrower hereby declares that it waives the benefit of Articles 1253,
1255, and 1256 of the Civil Code and, therefore, grants the Banks the
right to charge payments received, from any source, against the portion
of the debt which the Banks intend to discharge.
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b) Any payment due on a date other than a bank business day must be made on
the preceding bank business day.
For the purpose of this agreement, a bank business day is a day when the
Banks and the Clearing Chamber are open in Brussels (or, with respect to
currencies, a day when the banks are operating simultaneously in
Brussels, London and in the country of the currency).
c) All costs, taxes, stamp taxes, recording fees, attorneys' fees,
notification fees, renewal fees, discharge fees and, generally, all costs
deemed necessary to create the securities or liquidate said securities or
for the forced execution of the Borrower's obligations shall be paid by
the Borrower.
This is also true for all other sums due by the Borrower, for any reason,
such as, for example, insurance premiums, if they have been advanced by
the Banks.
d) The Borrower shall be liable for the additional amount of EUR 12,500.00
to CBC Banque for its participation in the costs to establish this
agreement and the related agreements; this sum shall be payable at the
time this agreement is signed.
Article 15: Commitments
The Borrower makes the following commitments as of the date of this
agreement and until the payment in full of all sums due to the Banks
hereunder:
a) The Borrower shall allow persons delegated by the Banks to review on site
the originals of the contracts that are the origin of the guarantees
issued or to be issued, referred to hereinafter as the "export
contracts".
b) The Borrower shall act to ensure the receipt of all authorizations and
approvals, the filing of all declarations, and the performance of all
formalities that may be required with respect to Borrower after the date
of this agreement in order to ensure its complete performance under this
agreement.
c) Upon receipt, the Borrower shall provide to the Banks the export licenses
for the export contracts. It shall do the same with respect to license
renewals.
d) It shall provide the Banks, as soon as they are issued, with the OND
policies described in Article 18 A 3 hereinafter; moreover, any review by
the Banks of an export contract for which it is seeking financing shall
be subject to the production of an OND commitment for said contract.
e) Borrower shall ensure the legality of the transactions financed by this
credit line with respect to Belgian, international or foreign
legislation.
f) Within 15 days after publication, the Borrower and its parent company
shall remit to the Banks a copy of their annual report, including balance
sheet, statement of income and notes as certified by the auditors.
g) The quarterly positions of the Borrower must be presented to the Banks
within 30 days after they are established; the Borrower shall also
present quarterly a statement of the progress of the export contracts and
the latest provisional statement of the results for the year in progress.
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h) Borrower shall reply, promptly and specifically, to any request for
information made by the Banks which could affect the execution of this
agreement.
It shall also allow the Banks to exercise any and all means of monitoring
and control, at their expense (except in the event Borrowers fails in the
obligations defined in the first paragraph of this point "h", in which
case, the fees shall be paid by the Borrower).
i) The Borrower shall inform the Banks of any circumstance and any act as
defined in Article 17 (immediate payment) hereinafter, including all
documents related to bylaw changes.
j) As of this date, the Borrower shall not secure any loan, debt, guaranty
or any commitment that constitutes a debt, by mortgage, lien, pledge,
assignment or claim or any other security interest, or by authorization
or undertaking to create a security interest of this type on all or part
of its current and future assets, without the prior written agreement of
the Banks. In such cases, the Banks shall have the right to demand that
the Borrower provide the Banks with the same securities to guarantee this
credit line, in the same proportion and with the same rank.
k) The Borrower undertakes, as long as this credit line is utilized in its
current forms, to consult the Banks at the time of any request for credit
not described in this agreement. If the Banks' conditions are at least as
favorable as those offered by the competition, the Borrower undertakes to
give the Banks priority in extending it such additional credit.
l) Each Bank shall receive from the Borrower a portion of the financial
service in proportion to the percentage of its participation in this
credit line.
m) The Borrower undertakes, by signing this agreement, to maintain its
equity capital (Items 10/15 - 20 - 21 - 50) at a minimum amount of EUR
40,000,000.00 and its working capital (Items 10/15 + 16 + 17 - 20/28) at
a minimum amount of EUR 30,000,000.00.
n) The Borrower is prohibited from granting advances to companies that are
part of the ALLIED RESEARCH CORPORATION Inc. group.
o) The Borrower undertakes to advise the Banks of any material deterioration
in the position of its parent company which could negatively impact its
financial position.
p) The Borrower undertakes to transfer all its proceeds to its accounts with
the Banks.
q) The Borrower undertakes to pledge in favor of the Banks, at their first
request, the claims resulting from the delivery of letters of credit
issued in its favor under the export contracts.
Article 16: Merger
In the event the Borrower is acquired by another company, in the event of
merger by the formation of a new company, or in the event of consolidation
of another company, the credit agreement shall continue with the new entity,
except in a case governed by Article 17 (immediate payment) hereinafter.
Article 17: Immediate payment
The Banks have the option to suspend, close or terminate the credit line, in
whole or in part, and to require the immediate repayment of all or part of
their claim, without advance or formal notice:
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a) in all cases of early repayment determined now or in the future by law;
b) in the event the Borrower fails to meet any obligations arising under law
or this agreement, or in the event the company ALLIED RESEARCH
CORPORATION Inc fails to meet the terms of its commitment as defined in
Article 18 ss. B4 hereinafter;
c) in the event it appears that the Borrower has deliberately or negligently
provided inaccurate or incomplete information;
d) in the event that a commercial ▇▇▇▇, check or other commercial paper
bearing Borrower's signature is protested;
e) in the event the Borrowers ceases its business or activities;
f) in the event of non-payment of preferred creditors by the Borrower;
g) in the event of bankruptcy, cessation of payment, petition for
composition, suspension or accelerated repayment of credit made by other
lenders, or any similar event that reveals financial difficulties or
would result in late payments;
h) in the event of formal notice to pay, seizure, action to establish title,
eviction or any de facto or de jure issue related to real or personal
property that is part of the Borrower's assets;
i) in the event of sale, contribution, donation, assignment, destruction, or
substantial reduction in the value of the assets pledged or mortgaged in
favor of the Banks;
j) in the event of loss of a security interest created for the benefit of
the Banks;
k) in the event the assets pledge or mortgage in favor of the Banks to
secure the credit are not sufficiently insured against fire and theft,
and in the event of termination, cancellation or suspension of the
insurance;
l) in the event the Borrower creates a personal surety or real security
interest in favor of a third party, without the prior authorization of
the Banks;
m) in the event that an analysis of the Borrower's accounting reveals that
substantial losses have been suffered which threaten the Borrower's
financial position and solvency, or if a comparison of the balance sheets
and/or accounting audits performed by, or on the order of, the Banks,
reveals that its equity capital and/or working capital are less than the
amount set forth in Article 15 m or have decreased by more than
one-fourth from one year to the next;
n) in the event of assignment or seizure of the rents, indemnities,
subsidies, bank accounts or any claim belonging to Borrower;
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o) if the following circumstances occur with respect to the Borrower:
dissolution, liquidation, change in legal form, merger, consolidation,
spin-off;
p) in the event the Borrower does not meet its obligations under the law and
regulations, particularly with respect to corporate law, accounting law,
and the law governing the performance of its operations;
q) in the event one of the early repayment clauses of cited above is
triggered with respect to the companies holding more than 50% of the
capital of the Borrower or with respect to the companies in which the
Borrower holds more than 50%;
r) in the case that any event occurs that would make all or part of
Borrower's business illegal under Belgian, foreign and international law;
s) in the event of Borrower's failure to fulfill its obligations under other
agreements with the Banks or with some of the Banks;
t) in the event of failure by the Borrower to meet its obligations under
agreements other than those described in "s" above, a failure that could
mean, in the opinion of the Banks, that the Borrower is no longer in a
position to meet its current and future obligations arising from this
agreement.
Article 18: Securities
All Borrower's commitments remain secured by the securities currently
constituted and detailed under point A and shall be secured by the
additional securities to be created as described under point B.
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A. Existing securities:
1. Pledge of the current and future claims which the Borrower owns or shall
own to CBC Banque for its accounts No. ▇▇▇-▇▇▇▇▇▇▇-▇▇ and its sub-accounts
in accordance with a private agreement dated February 9, 2000. It is noted,
with respect to the credit line defined in point A of Article 4, that:
. the minimum amount pledged is set at 40% of the amount of the guarantees
issued by the Banks and not yet released;
. the minimum amount pledged may never, however, be less than the
outstanding amount of the performance guarantees.
This account shall bear interest at the borrowing rate of CBC-Banque in the
relevant currency for the amounts and term to be agreed on, minus 0.25% per
year.
2. Pledge of the Borrower's business assets as follows:
BEF 517,000,000 in principal and BEF 25,850,000 in costs in favor of Banque
Indosuez Belgium (currently KBC), Banque Nationale de Paris, Monte Paschi
Belgio, S.N.C.I. (currently Fortis Banque) and Wafabank by instrument dated
2/9/2000 recorded in Charleroi V on June 27, 2000, volume 52, folio 79, case
13, roll 4, and recorded in the 1/st/ Mortgage Registry of Charleroi on
November 28, 2000 volume 6337-17.
BEF 168,868,000 in principal and 16,887,000 in costs in favor of CERA
Investment Bank (currently KBC), Banque Nationale de Paris, Monte Paschi
Belgio, S.N.C.I. (currently Fortis Banque) and Wafabank by instrument dated
2/9/2000, recorded in Charleroi V on June 27, 2000, volume 52, folio 79,
case 13, roll 4, and recorded in the 1/st/ Mortgage Registry of Charleroi on
November 28, 2000, volume 6337-18.
BEF 407,974,000 in principal and 21,000,000 in costs in favor of CERA
Investment Bank (currently KBC), Banque Nationale de Paris, Monte Paschi
Belgio, CGER Banque (currently Fortis Banque), Wafabank, Credit Lyonnais
Belgium (currently Deutsche Bank) and Commerzbank AG by instrument dated
2/9/2000, recorded in Charleroi V on June 27, 2000, volume 52, folio 79,
case 13, roll 4, and recorded in the 1/st/ Mortgage Registry of Charleroi on
November 28, 2000, volume 6337-19.
BEF 100,000,000.00 in principal plus 3 years of interest and costs in favor
of CBC-Banque by instrument dated 2/9/2000, recorded in Brussels, the 6/th/
Bureau, on 2/21/2000, volume 268, folio 9, case 20, and recorded in the
1/st/ Mortgage Registry of Charleroi on 2/22/2000, volume 6229-21.
BEF 100,000,000 in principal plus 3 years of interest and costs in favor of
CBC-Banque by instrument dated 9/12/2000, recorded in Brussels, the 6/th/
Bureau, on 9/12/2000, volume 269, folio 72, case 23, and recorded in the 1st
Mortgage Registry of Charleroi on 9/19/2000, volume 6311-24.
EUR 2,370,155.00 in principal plus 3 years of interest and costs in favor of
CBC-Banque, Commerzbank, Deutsche Bank and Wafabank, by instrument dated
11/26/2001, recorded in Brussels, 6/th/ Bureau, on 11/27/2001, volume 271,
folio 91, case 5 and recorded in the 1/st/ Mortgage Registry of Charleroi on
December 4, 2001, volume 43-I-04/12/2001 nr 15219.
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The liens listed above continue with equal rank for:
- EUR 5,000,000.00 in favor of WAFABANK
- EUR 5,600,000.00 in favor of Deutsche Bank
- EUR 5,600,000.00 in favor of Commerzbank
- EUR 5,600,000.00 in favor of CBC Banque
and are without effect on the rest.
3. Assignment of the OND policy
The Borrower has assigned as security in favor of the Banks its claims
against OND resulting from the benefit of the insurance policies subscribed
with OND in the framework of the transactions financed by this credit line
and covering, in particular, the risks of termination, non-payment and
arbitrary seizure of the bank guarantees due to the insolvency of the public
debtor and the public guarantor and political risks; any change made in the
global expanded policy No. 93.655 shall be subject to the prior agreement of
the Banks.
B. New securities to be created
1. Extension to FORTIS-Banque of the benefit of the private agreement dated
February 9, 2000 concerning the pledge of the current and future claims
held or to be held by the Borrower against CBC Banque for its account No.
▇▇▇-▇▇▇▇▇▇▇-▇▇ and sub-accounts.
2. Pledge of the business assets for EUR 15,000,000.00 in principal plus 3
years interest and costs to:
- Deutsche Bank for EUR 2.350,000.00 in principal
- Commerzbank for EUR 2.350,000.00 in principal
- CBC-Banque for EUR 2.350,000.00 in principal
- FORTIS Banque for EUR 7,950,000.00 in principal
These security interests are recorded with equal priority with the existing
liens described in subparagraph A point 2 for a total of EUR 21,800,000.00.
3. Extension to FORTIS Banque of the assignment of the benefits of OND
policy nr 93.655 described in subparagraph A point 3.
4. Signature by ALLIED RESEARCH Corporation Inc of a letter of commitment
following the model attached hereto plus the documents authenticating the
signatures.
5. Mortgage in the amount in principal of EUR 12,600,000.00 to be recorded
on all of the Borrower's property located in Petit-Roeulx-Lez-Nivelles
and Marche-en-Famenne and more fully described in the legal instrument
incorporating the Borrower and recorded by ▇▇. ▇▇▇▇▇, Notary, on August
18, 1999.
These assets are free and clear of encumbrances, with the exception of
the following liens in favor of FORTIS Banque:
- BEF 30,000,000 recorded June 20, 1991 in the Mortgage Registry of
Marche, volume 1618-25
- BEF 190,000,000 recorded March 27, 1986 in the second Mortgage
Registry of Charleroi, volume 3741-25.
This security shall be recorded in favor of:
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- WAFABANK for EUR 1,800,000.00
- Deutsche Bank for EUR 2,700,000.00
- Commerzbank for EUR 2,700,000.00
- CBC Banque for EUR 2,700,000.00
- FORTIS Banque for EUR 2,700,000.00
6. The irrevocable commitment of FORTIS Banque, by its signature hereto, not
to grant assignment of claims on the outstanding amounts of the credits
guaranteed by the mortgages of March 27, 1986 and June 20, 1991 cited
hereinabove, the outstanding amounts of which are, on this date, as
follows:
- Bank guarantee of EUR 123,946.76 (BEF 5,000,000) deposited in favor
of the VAT authority and related to the mortgage recorded on June 20,
1991.
- Balance remaining due on a term loan, for which 2 payments of EUR
470,997.70 (BEF 19,000,000) remain due on January 15 of the years
2003 and 2004.
7. The undertaking from BNP-Paribas not to assert the liens created in its
favor on the Borrower's business assets and the Borrower's undertaking
not to seek or accept assignment of claims with said bank.
Upon the creation of the new securities described hereinabove, the Banks
shall discharge the surety of SA ARC Europe as well as the pledge of the
shares representing the capital of the companies VSK SA and SEDACHIM SA.
Article 19: Distribution of the proceeds from the liquidation of the
security interests of the Banks
The proceeds from the liquidation of the security interests of the Banks
shall be distributed in accordance with the terms and conditions of the
interbank agreement signed on this date.
Article 20: Property insurance
The personal and real property that shall be pledged or mortgaged in favor
of the Banks must be insured for a sufficient amount by a leading company
approved by the Banks against the risks of fire, storm, water damage,
lightning, explosions, broken glass and civil liability.
If not, the Banks shall have the option of subscribing to such insurance
themselves and charging the premiums paid therefor to the Borrower, without
any assumption of liability by the Banks.
The Borrower shall remit to the "Pool Coordinator" an amendment by which the
company undertakes to amend, terminate, cause invalidation or, generally, to
terminate the insurance only with prior notice of fifteen days sent to the
"Pool Coordinator".
The Borrower shall obtain the Banks' agreement on the terms and conditions
for the payment of any claims.
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Article 21: Transfer of the credit
The Banks shall have the option to assign or transfer, at any time, with the
prior written consent of the Borrower, all or part of this credit to one or
more third parties as it shall determine, maintaining the same conditions
and sureties.
Article 22: Law and jurisdiction
This agreement shall be governed by Belgian law. The Brussels courts shall have
exclusive jurisdiction to settle disputes arising from this agreement.
Executed in Brussels on [date] 2002 in 6 originals.
Borrower Wafabank
CBC Banque Commerzbank
Deutsche Bank Fortis Banque
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