Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K DATED AUGUST 5, 2010 - FX ENERGY INC | form8k080510.htm |
| EX-10.95 - FX ENERGY INC | ex10958k080510.htm |
| EX-10.96 - FX ENERGY INC | ex10968k080510.htm |
CLIFFORD
CHANCE
DEED
OF PLEDGE OF REGISTERED SHARES
On the
sixth day of August two thousand ten, appeared before me, Krishna van Zundert,
kandidaat-notaris,
hereinafter: “civil law notary”, deputising for dr. Thomas Pieter van Duuren,
civil law notary (notaris) in Amsterdam, The
Netherlands:
Mr Albert
Willem Lok, in this matter with residence at the offices of Clifford Chance LLP,
Droogbak 1a, 1013 GE Amsterdam, The Netherlands, born in Zaanstad, The
Netherlands, on the fifteenth day of December nineteen hundred eighty-one, in
this respect acting as attorney-in-fact, duly authorised in writing,
of:
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1.
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FRONTIER EXPLORATION
COMPANY, a company incorporated and existing under the laws of the
State of Utah, United States of America, having its registered office at
3006 Highland Drive, Suite 206, Salt Lake City, Utah 84106, United States
of America and registered with the Secretary of State in Utah, United
States of America under number 1023353-0142;
and
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FX DRILLING COMPANY, INC., a
company incorporated and existing under the laws of the State of Nevada, United
States of America, having its registered office at 311 South Division Street,
Carson City, Nevada 89703, United States of America and registered with the
Secretary of State in Nevada, United States of America under number C4629-1994,
jointly acting in their capacity of general partners (beherende vennoten)
of:
FX ENERGY
NETHERLANDS PARTNERSHIP C.V., a limited partnership (commanditaire vennootschap),
organised under The laws of the Netherlands, having its registered office at
Locatellikade 1, 1076 AZ Amsterdam, The Netherlands and registered with the
Dutch Commercial Register (Handelsregister) under number
33298513 (Frontier Exploration Company and FX Drilling Company Inc. jointly in
the abovementioned capacity, the “Pledgor”);
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2.
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THE ROYAL BANK OF SCOTLAND
PLC, a public limited company incorporated under the laws of
Scotland, having its registered office at 36 Saint Andrew Square,
Edinburgh, EH2 2YB, Scotland and registered under number SC090312 (the
“Pledgee”);
and
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3.
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FX ENERGY NETHERLANDS
B.V., a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) incorporated under the laws of The
Netherlands, having its seat (statutaire zetel) in
Utrecht, The Netherlands, having its registered office at Locatellikade 1,
Parnassustoren, 1076 AZ Amsterdam, The Netherlands, and registered with
the Dutch Commercial Register (Handelsregister) under number
30132757 (the “Company”).
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AMSDAM-1-737926-v1A
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70-40474932
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CLIFFORD
CHANCE
The
authorisation of the person appearing before me appears from three (3) written
powers of attorney, (photocopies of) which shall be attached to this Deed (as
defined below) (Annex
1).
The
person appearing, acting as stated, before me declared that:
IT IS HEREBY AGREED AS
FOLLOWS:
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1.
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DEFINITIONS
AND INTERPRETATION
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1.1
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Definitions
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1.1.1
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Unless
a contrary indication appears, capitalised terms not defined in this Deed
(as defined below) shall have the same meaning given to such terms in the
Facility Agreement (as defined
below).
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1.1.2
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In
addition the following terms shall have the following
meaning:
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“Articles of Association” means
the articles of association (statuten) of the Company as
they currently stand and/or, as the case may be, as they may be amended from
time to time.
“Deed” means this deed of
pledge.
“Depository Receipts” means
depository receipts of shares in the capital of the Company issued with the
co-operation of the Company (met medewerking van de Vennootschap
uitgegeven certificaten van aandelen).
“Dividends” means cash
dividends, distribution of reserves, repayments of capital and all other
distributions and payments in any form which at any time during the existence of
the right of pledge created hereby, become payable in respect of any one of the
Shares.
“Enforcement Event” means any
Event of Default which is continuing and unwaived and which also constitutes a
default (verzuim) in
the payment of any amount due under the Secured Obligations.
“Event of Default” has the
meaning given thereto in the Facility Agreement.
“Facility Agreement” means
fifty-five million dollar (USD 55,000,000.00) Senior Reserve Base Lending
Facility Agreement dated the fifth day of August two thousand ten between FX
Energy Poland sp. z o.o as Borrower and (amongst others) the Pledgee as
Lender.
“Finance Documents” has the
meaning given thereto in the Facility Agreement.
“Finance Parties” has the
meaning given thereto in the Facility Agreement.
“Future Shares” means all
shares in the capital of the Company acquired by the Pledgor after the date of
this Deed.
“Intercreditor Agreement” means
the intercreditor agreement dated 5th day of August two thousand ten between,
amongst others, FX Energy Poland sp. z o.o as Borrower and (amongst others) the
Pledgee as Agent and Security Trustee.
“Obligor” has the meaning given
thereto in the Facility Agreement.
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CLIFFORD
CHANCE
“Original Deed of Pledge” means
a notarial deed of pledge, executed before D. ter Braak, civil law notary
(notaris) in Amsterdam, The Netherlands, on the eighteenth day of December two
thousand six.
“Original Pledge” means a first
ranking right of pledge created over the Shares (as defined in the Original Deed
of Pledge) by means of the Original Deed of Pledge.
“Parallel Debt” has the meaning
given thereto in Sub-Clause 14.2 (Parallel Debt (Covenant to pay the Security
Trustee)) of the Intercreditor Agreement.
“Present Shares” means all of
the shares issued and paid-up in the capital of the Company and registered in
the name of the Pledgor, being thirty-five (35) registered ordinary shares,
numbered 1 up to and including 35, with a par value (nominale waarde) of one
thousand Dutch guilders (NLG 1,000.00) each.
“Principal Obligations” means
all present and future obligations owed by any Obligor(s) to any of the Finance
Parties under or in connection with the Finance Documents, other than the
obligations pursuant to the Parallel Debt.
“Related Rights” means the
Dividends, all present and future rights of the Pledgor to acquire shares in the
capital of the Company and all other present and future rights arising out of or
in connection with the Shares, other than the Voting Rights.
“Secured Obligations” means all
present and future obligations owed by the Obligors to the Pledgee pursuant to
the Parallel Debt and all Principal Obligations that are secured obligations
pursuant to paragraph 3.1.3.
“Security Assets” means the
Shares and the Related Rights.
“Shares” means the Present
Shares and the Future Shares.
“Voting Rights” means the
voting rights in respect of any of the Shares.
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1.2
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Interpretation
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Subject
to any contrary indication, any reference in this Deed to a “Clause”, “Sub-clause” or “paragraph” shall be
interpreted as a reference to a clause, sub-clause or paragraph
hereof.
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1.3
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Continuing
security
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Any
reference made in this Deed to any Finance Document or to any agreement or
document (under whatever name), where applicable, shall be deemed to be a
reference to such Finance Document or such other agreement or document as the
same may have been, or at any time may be, extended, prolonged, amended,
restated, supplemented, renewed or novated, as persons may accede thereto as a
party or withdraw therefrom as a party in part or in whole or be released
thereunder in part or in whole, and/or as facilities and/or financial services
are or at any time may be granted, extended, prolonged, increased, reduced,
cancelled, withdrawn, amended, restated, supplemented, renewed or novated
thereunder including, without limitation,
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CLIFFORD
CHANCE
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(a)
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(i)
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any
increase or reduction in any amount available thereunder or any alteration
of or addition to the purpose for which any such amount, or increased or
reduced amount may be used,
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(ii)
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any
facility provided in substitution of, or in addition to, the facilities
originally made available
thereunder,
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(iii)
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any
rescheduling of the indebtedness incurred thereunder whether in isolation
or in connection with any of the foregoing,
and
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(iv)
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any
combination of the foregoing,
and/or
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(b)
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any
document designated as a Finance Document by the
Agent.
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1.4
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Unlawful
financial assistance
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No
obligations shall be included in the definition of “Secured Obligations” to the
extent that, if they were included, the security interest granted pursuant to
this Deed or any part thereof would be void as a result of violation of the
prohibition on financial assistance contained in Section 2:207c Dutch Civil
Code or any other applicable financial assistance rules under any relevant
jurisdiction (the “Prohibition”) and all
provisions hereof will be interpreted accordingly. For the avoidance of doubt,
this Deed will continue to secure those obligations which, if included in the
definition of “Secured Obligations”, will not constitute a violation of the
Prohibition.
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2.
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UNDERTAKING
TO PLEDGE AND PARALLEL DEBT
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2.1
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Undertaking
to pledge
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The
Pledgor has agreed, or, as the case may be, hereby agrees with the Pledgee that
the Pledgor shall grant to the Pledgee a right of pledge over the Security
Assets, ranking second to the Original Pledge only, as security for the payment
of the Secured Obligations. To the extent required, the Pledgee, in
its capacity as pledgee under the Original Pledge, hereby approves and gives its
consent to such second ranking right of pledge over the Security
Assets.
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2.2
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Parallel
Debt
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Pursuant
to the Parallel Debt the Pledgee has its own claim in respect of the payment
obligations of the Obligors to the Finance Parties. In connection with the
creation of the rights of pledge pursuant hereto the Pledgor and the Pledgee
acknowledge that with respect to this claim the Pledgee acts in its own name and
not as representative (vertegenwoordiger) of the
Finance Parties or any of them and consequently the Pledgee is the sole pledgee
under this Deed.
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CLIFFORD
CHANCE
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3.
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PLEDGE
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3.1
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Pledge
of Security Assets
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3.1.1
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To
secure the payment of the Secured Obligations the Pledgor hereby grants to
the Pledgee a right of pledge over the Present Shares and the Related
Rights pertaining thereto and grants in advance (bij voorbaat) to the
Pledgee a right of pledge over the Future Shares and the Related Rights
pertaining thereto, ranking second to the Original Pledge only, which
rights of pledge are hereby accepted by the
Pledgee.
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3.1.2
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To
the extent that the pledge in advance referred to in paragraph 3.1.1 is
not effective under Dutch law the Pledgor will forthwith grant a
supplemental right of pledge by executing, before a Dutch civil law
notary, a deed of pledge substantially in the form of this Deed or such
other form as the Pledgee may reasonably require in order to perfect the
pledge over such Future Shares and the Related Rights pertaining
thereto.
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3.1.3
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If
and to the extent that at the time of creation of this right of pledge, or
at any time hereafter, a Principal Obligation owed to the Pledgee cannot
be validly secured through the Parallel Debt, such Principal Obligation
itself shall be a Secured
Obligation.
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3.2
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Registration
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The
Pledgee is entitled to present this Deed and any other document pursuant hereto
for registration to any office, registrar or governmental body in any
jurisdiction the Pledgee deems necessary or useful to protect its
interests.
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3.3
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Related
Rights
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Save for
the Original Pledge and the Original Deed of Pledge, only the Pledgee is
entitled to receive and exercise the Related Rights pledged pursuant hereto. The
Pledgee hereby authorises the Pledgor (as envisaged by Section 3:246
paragraph 4 Dutch Civil Code) to receive Dividends paid in cash. The
Pledgee is entitled to revoke this authorisation upon the occurrence of an Event
of Default, and the authorisation shall automatically cease to exist upon the
occurrence of an Enforcement Event.
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3.4
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Voting
Rights
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3.4.1
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On
the third day of August two thousand ten the Company’s general meeting of
shareholders has resolved to approve the granting of a right of pledge in
respect of the Shares with the conditional transfer of the Voting Rights
and other rights and powers attached to the Shares to the Pledgee. A
photocopy of the resolution of the general meeting of shareholders shall
be attached to this Deed (Annex
2).
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CLIFFORD
CHANCE
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3.4.2
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The
Voting Rights are hereby transferred to the Pledgee subject to the
cumulative conditions precedent (opschortende
voorwaarden) of:
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(a)
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occurrence
of an Event of Default,
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(b)
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the
release of the Original Deed of Pledge;
and
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(c)
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notice
by the Pledgee to the Company that it, the Pledgee, will exercise the
Voting Rights.
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The
Pledgee agrees to send to the Pledgor, for information purposes only, a copy of
any notice to the Company as referred to in this paragraph 3.4.2 sub (b)
above.
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3.4.3
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Prior
to receipt by the Company of a notice as referred to in paragraph 3.4.2
sub (b):
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(a)
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the
Pledgor shall have the right to exercise the Voting
Rights; and
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(b)
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the
Pledgee shall not have the rights attributed by law to the holders of
Depository Receipts.
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3.4.4
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Forthwith
upon receipt by the Company of a notice as referred to in paragraph 3.4.2
sub (b) the Pledgor shall no longer be entitled to exercise the Voting
Rights.
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4.
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REPRESENTATIONS,
WARRANTIES AND COVENANTS
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4.1
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Representations
and warranties
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4.1.1
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The
Pledgor hereby represents and warrants to the Pledgee that the following
is true and correct on the date hereof and on each date on which Security
Assets are acquired by the Pledgor:
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(a)
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save
for the Original Pledge and the Original Deed of Pledge, the Pledgor is
entitled to pledge the Security Assets as envisaged
hereby;
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(b)
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save
for the Original Pledge and the Original Deed of Pledge and except as
provided herein, the right of pledge created hereby over the Security
Assets is a first ranking right of pledge (pandrecht eerste in
rang), the Security Assets have not been encumbered with limited
rights (beperkte
rechten) or otherwise and no attachment (beslag) on the Security
Assets has been made;
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(c)
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save
for the Original Pledge and the Original Deed of Pledge, the Security
Assets have not been transferred, encumbered or attached in advance, nor
has the Pledgor agreed to such a transfer or encumbrance in
advance; and
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(d)
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no
depository receipts have been issued with respect to the Present
Shares.
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4.1.2
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Furthermore,
the Pledgor hereby represents and warrants to the Pledgee that the
following is true and correct on the date
hereof:
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CLIFFORD
CHANCE
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(a)
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the
Present Shares have been validly issued and fully paid and constitute one
hundred percent (100%) of the share capital of the
Company;
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(b)
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it
has acquired the Present Shares by means of a notarial deed of transfer of
shares in the capital of the Company, executed before D.F.M.M. Zaman,
civil law notary (notaris) in Rotterdam,
The Netherlands, on the sixth day of January nineteen hundred
ninety-eight.
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4.2
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Covenants
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The
Pledgor hereby covenants that it will:
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(a)
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other
than as explicitly permitted under the terms of the other Finance
Documents not release, settle or subordinate any Related Rights without
the Pledgee’s prior written
consent;
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(b)
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at
its own expense execute all such documents, exercise any right, power or
discretion exercisable, and perform and do all such acts and things as the
Pledgee may request for creating, perfecting, protecting and/or enforcing
the rights of pledge envisaged
hereby;
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(c)
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save
for the Original Pledge and the Original Deed of Pledge, not pledge,
otherwise encumber or transfer any Security Assets, whether or not in
advance, or permit to subsist any kind of encumbrance other than as
envisaged hereby or as explicitly permitted under the terms of the other
Finance Documents, or perform any act that may harm the rights of the
Pledgee, or permit to subsist any kind of attachment over the Security
Assets;
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(d)
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immediately
inform the Pledgee of any event or circumstance which may be of importance
to the Pledgee for the preservation or exercise of the Pledgee’s rights
pursuant hereto and provide the Pledgee, upon its written request, with
any other information in relation to the Security Assets or the pledge
thereof as the Pledgee may request from time to
time;
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(e)
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immediately
inform in writing persons such as a liquidator (curator) in bankruptcy
(faillissement),
an administrator (bewindvoerder) in a
suspension of payment (surséance van betaling)
or preliminary suspension of payment (voorlopige surséance van
betaling) or a person making an attachment (beslaglegger), of the
existence of the rights of the Pledgee pursuant
hereto;
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(f)
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not
procure the issue of any shares in the capital of the Company or any
Depository Receipts or rights to acquire the same, except to the extent
explicitly permitted under the terms of the other Finance
Documents; and
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CLIFFORD
CHANCE
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(g)
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except
as explicitly permitted under the terms of the other Finance Documents,
not vote on any of the Shares without the consent of the Pledgee in favour
of a proposal to (i) amend the Articles of Association, (ii) dissolve the
Company, (iii) apply for the bankruptcy (faillissement) or a
suspension of payments (surséance van betaling)
or preliminary suspension of payments (voorlopige surséance van
betaling) of the Company, (iv) convert (omzetten), merge (fuseren) or demerge
(splitsen) the
Company or (v) distribute Related
Rights.
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5.
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ENFORCEMENT
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5.1
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Default
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Any
failure to satisfy the Secured Obligations when due shall constitute a default
(verzuim) in the
performance of the Secured Obligations, without any reminder letter (sommatie) or notice of
default (ingebrekestelling) being
required.
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5.2
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Enforcement
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Upon the
occurrence of an Enforcement Event, the Pledgee may enforce its rights of pledge
and take recourse against the proceeds of enforcement.
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5.3
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No
right to deviating manner of
enforcement
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The
Pledgor shall not be entitled to request the court to determine that the
Security Assets pledged pursuant hereto shall be sold in a manner deviating from
the provisions of Section 3:250 Dutch Civil Code.
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5.4
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No
notice of intention to sell
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The
Pledgee shall not be obliged to give notice to the Pledgor of any intention to
sell the pledged Security Assets (as provided in Section 3:249 Dutch Civil
Code) or, if applicable, of the fact that it has sold the same Security Assets
(as provided in Section 3:252 Dutch Civil Code).
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5.5
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Application
of proceeds
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All
monies received or realised by the Pledgee in connection with the Security
Assets shall be applied by the Pledgee in its capacity as Security Trustee under
the Facility Agreement and in accordance with the relevant provisions of
the Finance Documents, subject to the mandatory provisions of Dutch
law on enforcement (uitwinning).
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6.
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MISCELLANEOUS
PROVISIONS
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6.1
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Waivers
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6.1.1
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To
the fullest extent allowed by applicable law, the Pledgor waives (doet afstand van) any
right it may have of first requiring the Pledgee to proceed against or
claim payment from any other person or enforce any guarantee or security
granted by any other person before exercising its rights pursuant
hereto.
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CLIFFORD
CHANCE
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6.1.2
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The
Pledgor hereby irrevocably and unconditionally waives (doet afstand van) any
rights it has under or pursuant to any Dutch law provisions for the
protection of grantors of security for the debts of third parties,
including, to the extent relevant, any rights it may have pursuant to
Sections 3:233, 3:234 and 6:139 Dutch Civil
Code.
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6.1.3
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The
Pledgor hereby irrevocably and unconditionally waives (doet afstand van), to
the extent necessary in advance, any and all rights of recourse (regres) or subrogation
(subrogatie)
vis-à-vis any Obligor that it has or may obtain or acquire after the date
of this Deed as a result of any enforcement action in respect of the
rights of pledge granted under or in connection with this Deed (and, to
the extent such waiver is not enforceable in whole or in part, any rights
of recourse or subrogation to which the Pledgor is or may become entitled
under or pursuant to enforcement of any rights of pledge created under or
pursuant to this Deed are hereby pledged to the Pledgee by way of a non
disclosed pledge governed by the terms of this Deed), which waiver is
hereby accepted by the Pledgee.
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6.2
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Evidence
of indebtedness
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An
excerpt from the Pledgee’s records shall serve as conclusive evidence (dwingend bewijs) of the
existence and the amounts of the Secured Obligations, subject to proof to the
contrary.
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6.3
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Unenforceability
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The
Pledgor and the Pledgee hereby agree that they will negotiate in good faith to
replace any provision hereof that may be held unenforceable with a provision
that is enforceable and which is as similar as possible in substance to the
unenforceable provision.
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6.4
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Power
of attorney
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The
Pledgor hereby grants, subject to the condition precedent (opschortende voorwaarde)
of:
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(a)
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the
occurrence of an Enforcement Event,
or
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(b)
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a
failure by the Pledgor to comply with its obligations under Sub-clause
3.1.2 or Clause 4.2 (b),
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and
notwithstanding the rights of the pledgee under the Original Pledge, an
irrevocable power of attorney to the Pledgee to act in its name and on its
behalf, authorising the Pledgee to execute all such documents and to perform and
do all such acts and things as the Pledgee may deem necessary or useful in order
to have the full benefit of the rights granted or to be granted to the Pledgee
pursuant hereto, including (i) the exercise of any ancillary rights (nevenrechten) as well as any
other rights it has in relation to the Security Assets and (ii) the performance
of any obligations of the Pledgor hereunder, which authorisation permits the
Pledgee to act or also act as the Pledgor’s counterparty within the meaning of
Section 3:68 Dutch Civil Code.
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CLIFFORD
CHANCE
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6.5
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Costs
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6.5.1
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All
risks, taxes, fees, costs, charges and other expenses due or incurred in
respect of or in connection with any of the Security Assets and/or the
pledge thereof shall be exclusively for the account of the
Pledgor.
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6.5.2
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All
costs, charges and other expenses incurred by the Pledgee in the lawful
exercise of the powers conferred upon it pursuant hereto (including any
enforcement measure), or in relation to the negotiation, preparation,
execution and administration of this Deed, as well as in connection with
any variation, amendment or supplement to the terms of this Deed, and any
costs, charges and other expenses incurred by the Pledgee in connection
with any consent or waiver, shall be payable by the Pledgor to the Pledgee
on first demand.
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7.
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TRANSFER
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7.1
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Power
to transfer
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The
Pledgee is entitled to transfer all or part of its rights and/or obligations
pursuant hereto to any transferee and the Pledgor hereby in advance gives its
irrevocable consent to, and hereby in advance irrevocably co-operates with, any
such transfer (within the meaning of Sections 6:156 and 6:159 Dutch Civil
Code).
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7.2
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Transfer
of information
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The
Pledgee is entitled to impart any information concerning the Pledgor and/or the
Security Assets to any transferee or proposed transferee.
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8.
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TERMINATION
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8.1
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Termination
of pledge
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Unless
terminated by operation of law, the Pledgee’s rights of pledge created pursuant
hereto shall be in full force and effect vis-à-vis the Pledgor until they shall
have terminated, in part or in whole, as described in Sub-clause 8.2 (Termination by notice (opzegging) and waiver (afstand)) below.
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8.2
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Termination
by notice (opzegging) and waiver
(afstand)
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The
Pledgee will be entitled to terminate by notice (opzegging), in part or in
whole, the rights of pledge created pursuant hereto in respect of all or part of
the Security Assets and/or all or part of the Secured Obligations. If and
insofar as the purported effect of any such termination requires a waiver (afstand van recht) by the
Pledgee, the Pledgor hereby in advance agrees to such waiver.
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9.
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GOVERNING
LAW AND JURISDICTION
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9.1
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Governing
law
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This Deed
and any non-contractual obligations arising out or in connection to this Deed
are governed by and shall be interpreted in accordance with Dutch
law.
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9.2
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Jurisdiction
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Any
disputes arising from or in connection with this Deed shall be submitted in
first instance to the competent court in Amsterdam, The Netherlands, without
prejudice to the Pledgee’s right to submit any disputes to any other competent
court in The Netherlands or in any other jurisdiction.
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9.3
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Power
of attorney
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If a
party to this Deed is represented by an attorney or attorneys in connection with
the execution of this Deed or any agreement or document pursuant hereto and the
relevant power of attorney is expressed to be governed by Dutch law, such choice
of law is hereby accepted by each other party, in accordance with
Article 14 Hague Convention on the Law Applicable to Agency of the
fourteenth day of March nineteen hundred and seventy-eight.
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10.
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THE
COMPANY
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The
Company:
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(a)
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acknowledges
the right of pledge created over the Security
Assets;
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(b)
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confirms
that it has been notified of the right of pledge created over the Related
Rights;
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(c)
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undertakes
to register in its shareholders’
register:
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(i)
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the
right of pledge over the Shares;
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(ii)
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the
conditional transfer of Voting Rights to the Pledgee;
and
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(iii)
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that,
upon the occurrence of an Event of Default and notice to the Company, as
set out in more detail in this Deed, the Pledgee shall have the rights
attributed by law to the holders of depository receipts issued with the
company’s co-operation (rechten die door de wet zijn
toegekend aan de houders van met medewerking ener vennootschap uitgegeven
certificaten van aandelen),
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and to
provide the Pledgee, as soon as practically possible, with a copy of the
relevant entries in its shareholders’ register;
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(d)
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represents
and warrants that the representations and warranties of the Pledgor made
pursuant to paragraphs 4.1.1 sub (a) and (b) and 4.1.2 sub (a) are true
and correct;
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(e)
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represents
and warrants that no Depository Receipts have been issued with respect to
the Present Shares;
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(f)
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represents
and warrants that no rights to acquire shares in the capital of the
Company have been issued which are still
outstanding; and
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(g)
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covenants
that it shall not co-operate in the issue of any Depository Receipts or
issue any shares, or rights to acquire shares, in the capital of the
Company, except to the extent explicitly permitted under the terms of the
other Finance Documents.
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11.
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CIVIL
LAW NOTARY
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Each of
the parties to this Deed acknowledges that:
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(a)
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dr.
T.P. van Duuren, civil law notary (notaris) in Amsterdam,
The Netherlands, is a partner of Clifford Chance
LLP; and
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(b)
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Clifford
Chance LLP acts as the legal adviser to the Pledgee and that Van As c.s.
Advocaten in Nieuwegein, The Netherlands, acts as the Dutch legal adviser
to the Pledgor and the Company in this transaction;
and,
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having
consulted its legal advisers, confirms its agreement and accepts that dr. T.P.
van Duuren, aforementioned, or one of his deputies (kandidaat-notarissen) shall
execute this Deed and that this shall not prevent Clifford Chance LLP from
continuing to act as legal adviser to the Pledgee.
The
person appearing before me is known to me, civil law notary.
This
deed, drawn up to be kept in the civil law notary’s custody was executed in
Amsterdam, The Netherlands, on the date first above written.
The
essential contents of this deed were given and explained to the person
appearing. The person appearing then declared to have noted and approved the
contents and not to want a full reading thereof. Thereupon, after limited
reading, this deed was signed by the person appearing before me and by me, civil
law notary.
Signed.
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[seal
and signature]
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ISSUED
AS A TRUE COPY
by
Krishna van Zundert, kandidaat-notaris,
deputising
for dr. Thomas Pieter van Duuren,
civil
law notary (notaris) in Amsterdam,
on
6 August 2010.
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