EX-10.1 2 ex10p1.txt Exhibit 10.1 CONFORMED COPY C L I F F O R D CLIFFORD CHANCE LLP C H A N C E [LOGO] SYNDICATION AND AMENDMENT AND RESTATEMENT AGREEMENT Dated 23 May 2007 for FLEXSYS HOLDING B.V. the Company arranged by KBC BANK NV. AND CITIGROUP GLOBAL MARKETS LIMITED WITH KBC BANK N.V. acting as Agent --------------------------------------------------------------------------- RELATING TO A SECURED FACILITIES AGREEMENT DATED 27 APRIL 2007 --------------------------------------------------------------------------- CONFORMED COPY CONTENTS
CLAUSE PAGE 1. Definitions And Interpretation.............................................................3 2. Conditions Precedent.......................................................................4 3. Representations............................................................................4 4. Transfer By Novation.......................................................................4 5. Restatement................................................................................7 6. Security Documents.........................................................................8 7. Guarantee..................................................................................8 8. Designated Entities........................................................................9 9. Fees, Costs And Expenses...................................................................9 10. Consents And Waivers.......................................................................9 11. Indemnity.................................................................................10 12. Miscellaneous.............................................................................10 13. Governing Law.............................................................................10 Schedule 1 The Parties...............................................................deleted Part I The Obligors............................................................................deleted Part Ii The Existing Lenders...................................................................deleted Part Iii The New Lenders.......................................................................deleted Schedule 2 The Lenders...............................................................deleted Schedule 3 Conditions Precedent And Conditions Subsequent............................deleted Part I Conditions Precedent....................................................................deleted Part II Conditions Subsequent..................................................................deleted Schedule 4 Restated Agreement...............................................See Exhibit 10.2
-2- CONFORMED COPY THIS AGREEMENT is dated 23 May 2007 and made between: (1) FLEXSYS HOLDING B.V. a private company with limited liability incorporated under the laws of The Netherlands having its seat in Deventer, The Netherlands and its registered office at Zutphenseweg 51010, 7418 AJ Deventer, The Netherlands and registered with the Chamber of Commerce under number 3802104 (the "COMPANY"); (2) THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as borrowers (together with the Company, the "BORROWERS"); (3) THE ENTITIES of the Company listed in Part I of Schedule 1 as guarantors (together with the Company, the "GUARANTORS"); (4) KBC BANK N.V. and CITIGROUP GLOBAL MARKETS LIMITED as mandated lead arrangers (whether acting individually or together the "ARRANGER"); (5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as existing lenders (the "EXISTING LENDERS"); (6) THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 as new lenders (the "NEW LENDERS"); (7) KBC BANK N.V. as agent of the other Finance Parties (the "AGENT"); and (8) KBC BANK N.V. as security agent and/or as security trustee for the Secured Parties (the "SECURITY TRUSTEE"). IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement: "EFFECTIVE DATE" means the date specified by the Agent on not less than 3 Business Days' notice as the day on which the New Lenders must fund their respective participation in each Loan and the Existing Lenders must novate their respective Commitments to the New Lenders in accordance with Schedule 2 (The Lenders). "ORIGINAL FACILITY AGREEMENT" means the USD 200,000,000 Multicurrency Term and Revolving Facilities Agreement dated 27 April 2007 between the Company, the Original Borrowers, the Original Guarantors, the Agent, the Arranger and the Existing Lenders. "RESTATED AGREEMENT" means the Original Facility Agreement, as amended by this Agreement, the terms of which are set out in Schedule 4 (Restated Agreement). 1.2 INCORPORATION OF DEFINED TERMS (a) Unless a contrary indication appears, a term defined in any other Finance Document has the same meaning in this Agreement. (b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement. -3- CONFORMED COPY 1.3 CLAUSES In this Agreement any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement. 1.4 THIRD PARTY RIGHTS A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 1.5 DESIGNATION In accordance with the Original Facility Agreement, each of the Company and the Agent designates this Agreement as a Finance Document. 2. CONDITIONS PRECEDENT The provisions of Clause 4 (Transfer by Novation) and Clause 5 (Restatement) shall be effective only if, not later than three Business Days before the Effective Date, the Agent has received all the documents and other evidence listed in Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company, the Existing Lenders and the New Lenders promptly upon being so satisfied. 3. REPRESENTATIONS The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on: (a) the date of this Agreement; and (b) the Effective Date. 4. TRANSFER BY NOVATION 4.1 TRANSFER BY NOVATION On the Effective Date (whether or not a Default is continuing) each Existing Lender shall transfer by novation all or part of its Commitment, rights and obligations under the Finance Documents to a New Lender, so that: (a) each New Lender will become a Lender under the Restated Agreement with a Facility A Commitment and Facility B Commitment as set out in the relevant columns opposite its name in Schedule 2 (The Lenders); (b) each Existing Lender's Facility A Commitment and Facility B Commitment shall be reduced to the respective amount set out in the relevant columns opposite its name in Schedule 2 (The Lenders); (c) each New Lender will become a Lender under the Restated Agreement with a participation in each Loan as notified to it by the Agent pursuant to paragraphs (a) and (d) of Clause 4.6 (Lenders' participations); and (d) each Existing Lender's participation in each Loan shall be as notified to it by the Agent pursuant to paragraphs (a) and (d) of Clause 4.6 (Lenders' participations). -4- CONFORMED COPY 4.2 PROCEDURE FOR TRANSFER BY NOVATION The transfer by novation set out in Clause 4.1 (Transfer by Novation) shall take effect on the Effective Date so that: (a) to the extent that in Clause 4.1 (Transfer by Novation) each Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and each Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) each of the Obligors and each New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the relevant New Lender have assumed and/or acquired the same in place of that Obligor and that Existing Lender; (c) the Agent, the Arranger, each New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the relevant Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (d) each New Lender shall become a Party as a "Lender"; and (e) the Issuing Bank and each New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer by novation and to that extent the Issuing Bank and the relevant Existing Lender shall each be released from further obligations to each other under the Finance Documents. 4.3 AMOUNTS DUE ON OR BEFORE THE EFFECTIVE DATE Any amounts payable to the Existing Lenders by the Obligors pursuant to any Finance Document on or before the Effective Date (including, without limitation, all interest, fees and commission payable on the Effective Date) in respect of any period ending on or prior to the Effective Date shall be for the account of the Existing Lenders and none of the New Lenders shall have any interest in, or any rights in respect of, any such amount. 4.4 LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS (a) Each New Lender confirms to each Existing Lender and the other Finance Parties that it: (i) has received a copy of the Original Facility Agreement together with such other information as it has required in connection with this transaction; -5- CONFORMED COPY (ii) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and the Restated Agreement and has not relied exclusively on any information provided to it by any Existing Lender in connection with any Finance Document; and (iii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (b) Unless expressly agreed to the contrary, the Existing Lenders make no representation or warranty and assume no responsibility to the New Lenders for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii) the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document, and any representations or warranties implied by law are excluded. (c) Nothing in any Finance Document obliges any Existing Lender to: (i) accept a re-transfer from any New Lender of any of the rights and obligations transferred by novation under this Agreement; or (ii) support any losses directly or indirectly incurred by a New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 4.5 ADMINISTRATIVE DETAILS Each New Lender confirms that it has delivered to the Agent its Facility Office details and address, fax number and attention details for the purposes of Clause 35 (Notices) of the Restated Agreement. 4.6 LENDERS' PARTICIPATIONS (a) The Agent shall notify each Existing Lender and each New Lender of the Base Currency Amount, the amount and currency of each Loan requested, pursuant to a Utilisation Request, to be made on the Effective Date and the amount of its participation in that new Loan not later than 3.00p.m. three Business Days before the Effective Date. (b) The amount of each Existing Lender's and each New Lender's participation in each new Loan referred to in paragraph (a) of this Clause 4.6 (Lenders' -6- CONFORMED COPY participations) will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to the making of the Loan. (c) Each Existing Lender and each New Lender shall make its participation in each Loan referred to in paragraph (a) of this Clause 4.6 (Lenders' participations) available by the Effective Date through its Facility Office. (d) The Agent shall notify each Existing Lender and each New Lender of the Base Currency Amount (if applicable), the amount and currency of each Facility A Loan which was made before the Effective Date and which is to continue to be outstanding on the Effective Date and the amount and currency of its participation in that Facility A Loan by 3.00pm three Business Days before the Effective Date. (e) The amount of each Existing Lender's and each New Lender's participation in each Facility A Loan referred to in paragraph (d) of this Clause 4.6 (Lenders' participations) will be equal to the proportion borne by its Facility A Commitment to the Total Facility A Commitments on the Effective Date. (f) Each New Lender shall make its participation in each Facility A Loan referred to in paragraph (d) of this Clause 4.6 (Lenders' participations) available by the Effective Date through its Facility Office for distribution by the Agent to the Existing Lenders in order to ensure that the participations of the Existing Lenders in each such Facility A Loan are equal to the amounts notified to them by the Agent under paragraph (e) of this Clause 4.6 (Lenders' participations). (g) (i) Each Existing Lender and each New Lender required to make a payment under this Agreement shall make the same available to the Agent for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (ii) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies. 5. RESTATEMENT 5.1 RESTATEMENT OF THE ORIGINAL FACILITY AGREEMENT With effect from the Effective Date the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 4 (Restated Agreement). 5.2 CONTINUING OBLIGATIONS The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect. -7- CONFORMED COPY 6. SECURITY DOCUMENTS 6.1 With effect from the Effective Date the benefit of each Security Document shall be maintained in favour of the New Lenders, without prejudice to paragraph (a) of Clause 26.4 (Limitation of responsibility of Existing Lenders) of the Original Facility Agreement. 6.2 Without prejudice to the wording of the Secured Liabilities in the Security Documents and thus insofar as necessary, both the Existing Lenders and the New Lenders expressly reserve the rights, powers, privileges and actions that they enjoy under any Security Documents governed by French and Belgian law in favour of the New Lenders, in accordance with the provisions of article 1278 et seq. of the French and Belgian Code civil. 6.3 With respect to the Security Documents governed by Italian law, any transfer made under the Original Facility Agreement by way of English law novation shall be construed under Italian law as a successione a titolo particolare and shall not entail under Italian law a novazione of (or have an effectto novativo on) the Original Facility Agreement. 6.4 Each New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and are pledges, is aware of their contents and hereby expressly consents to the declarations of the Security Trustee made on behalf of each New Lender as future pledge in such Security Documents. 6.5 With regards to the Security Documents governed by Brazilian law: (a) Flexsys Industria e Comercio Ltda. and the other Parties hereto expressly acknowledge and agree that, in light of Brazilian law, this Agreement shall not be deemed as a novation (novacao) of their obligations or rights under the Original Facility Agreement; and (b) Flexsys Industria e Comercio Ltda. expressly acknowledges and agrees that the Security granted under the Security Documents governed by Brazilian law shall remain in full force and effect. 7. GUARANTEE Each Obligor acknowledges the proposed amendments to the Original Facility Agreement and confirms for the benefit of the Finance Parties that the guarantee constituted by Clause 20 (Guarantee and Indemnity) of the Original Facility Agreement and the Transaction Security that it has granted in connection with the Original Facility Agreement shall (subject to the limitations set out in Clause 20 (Guarantee and Indemnity) of the Original Facility Agreement or in the relevant Security Documents) remain in full force and effect notwithstanding any increase in the Commitments and the designation of any new document as a Finance Document or any additions, amendments, novation, substitution, or supplements of or to the Finance Documents in relation to any Obligor and that the guarantee constituted by Clause 20 (Guarantee and Indemnity) of the Original Facility Agreement and all restrictions agreed to thereunder and in that respect extends to any new obligations assumed by any Obligor under any amended or new Finance Documents and continue to secure the obligations of the Obligors under the -8- CONFORMED COPY Finance Documents, including in relation to the increased Total Commitments made available thereunder. 8. DESIGNATED ENTITIES Where a Lender (each a "DESIGNATING LENDER") has designated in the signature pages to this Agreement an Affiliate of itself (each a "DESIGNATED ENTITY") as its Facility Office for the purposes of participating in or making Loans to a particular Borrower, the Parties unconditionally and irrevocably agree that such Designated Entity shall: (a) not have any Commitment (which shall remain with the Designating Lender); (b) be entitled to all rights and benefits (other than voting rights which shall remain with the Designating Lender) under this Agreement relating to its participation in any Loan to such a Borrower; and (c) have the corresponding duties of a Lender in relation to such Loans, and shall be a party to this Agreement for that purpose. Such Designating Lender shall procure, subject to the terms of this Agreement, that the Designated Entity participates in a Loan to such a Borrower in place of the Designating Lender and the Parties shall be entitled to treat such Designated Entity as a Lender accordingly. 9. FEES, COSTS AND EXPENSES 9.1 TRANSACTION EXPENSES The Company shall promptly on demand pay the Agent, the Arranger and the Security Trustee the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement. 9.2 ENFORCEMENT COSTS The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, this Agreement. 9.3 STAMP TAXES The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement. 10. CONSENTS AND WAIVERS 10.1 CONSENT AND WAIVER The Company, each other Obligor, the Arranger, the Existing Lenders and the Agent each: (a) consent to the New Lenders becoming Lenders; and -9- CONFORMED COPY (b) waive the requirements of Clause 26 (Changes to the Lenders) of the Original Facility Agreement for the purposes of this Agreement and for the transfer by novation effected pursuant to this Agreement. 10.2 FURTHER ASSURANCE Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 10.3 AGENT'S WAIVER The Agent waives the requirement for the payment of the fee referred to in Clause 26.3 (Assignment or transfer fee) of the Original Facility Agreement in respect of the transfers by novation effected pursuant to this Agreement. 11. INDEMNITY 11.1 INDEMNITY FOR NEW LENDERS If, as a result of the operation of Clause 2 (Conditions Precedent), the transfer by novation contemplated by Clause 4 (Transfer by Novation) is not effective on the Effective Date, the Company shall, within three Business Days of demand, indemnify each New Lender against any cost, loss or liability incurred by that New Lender as a result of funding or making arrangements to fund the portion of any Loan which would otherwise have been transferred to such New Lender in accordance with Clause 4 (Transfer by Novation). 12. MISCELLANEOUS 12.1 INCORPORATION OF TERMS The provisions of Clause 35 (Notices), Clause 37 (Partial invalidity), Clause 38 (Remedies and waivers), Clause 41 (USA Patriot Act), Clause 43 (Enforcement) and Clause 44 (Waiver of Jury Trial) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" or "the Finance Documents" are references to this Agreement and as if references in those clauses to "Party" and "Lender" include the New Lenders. 12.2 COUNTERPARTS This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 13. GOVERNING LAW This Agreement is governed by English law. THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT. -10- CONFORMED COPY SIGNATURES THE COMPANY FLEXSYS HOLDING B.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: 51010 Zutphenseweg NL-7418 AJ Deventer The Netherlands Fax: +32 2 714 33 95 THE BORROWERS FLEXSYS HOLDING B.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: 51010 Zutphenseweg NL-7418 AJ Deventer The Netherlands Fax: +32 2 714 33 95 FLEXSYS VERWALTUNGS- UND BETEILIGUNGS GMBH By: /s/ Wolter Kymmell /s/ Hans-Jurgen Wnuck ------------------ --------------------- WOLTER KYMMELL HANS-JURGEN WNUCK Address: Grosse Drakenburgerstrasse 93-97, Postfach 1440 D-31582 Neinburg/Weser Germany Fax: +32 2 714 33 95 FLEXSYS AMERICA L.P. By: Flexsys America Co., its General Partner By: /s/ Wolter Kymmell ------------------ Name: WOLTER KYMMELL Title: OFFICER Address: 260 Springside Drive, P.O. Box 5444, Akron OH 44334-0444 United States of America Fax: +32 2 714 33 95 -11- CONFORMED COPY FLEXSYS CO-ORDINATION CENTRE N.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: Woluwe Gardens, Woluwedal 24/3 1932 Sint-Stevens-Woluwe/Zaventem Belgium Fax: +32 2 714 33 95 FLEXSYS N.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: Woluwe Gardens, Woluwedal 24/3 1932 Sint-Stevens-Woluwe/Zaventem Belgium Fax: +32 2 714 33 95 FLEXSYS RUBBER CHEMICALS LTD By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: Ruabon Works, Cefn Mawr, Wrexham Clwyd LL14 3SL, North Wales United Kingdom Fax: +32 2 714 33 95 THE GUARANTORS FLEXSYS HOLDING B.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: 51010 Zutphenseweg NL-7418 AJ Deventer The Netherlands Fax: +32 2 714 33 95 -12- CONFORMED COPY FLEXSYS K.K. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: 15-3, Uchi Kanda 3-chome Chiyoda-ku Tokyo Japan Fax: +32 2 714 33 95 FLEXSYS VERWALTUNGS- UND BETEILIGUNGS GMBH By: /s/ Wolter Kymmell Hans-Jurgen Wnuck ------------------ ----------------- WOLTER KYMMELL HANS-JURGEN WNUCK Address: Grosse Drakenburgerstrasse 93-97, Postfach 1440 D-31582 Neinburg/Weser Germany Fax: +32 2 714 33 95 FLEXSYS AMERICA L.P. By: Flexsys America Co., its General Partner By: /s/ Wolter Kymmell ------------------ Name: WOLTER KYMMELL Title: OFFICER Address: 260 Springside Drive, P.O. Box 5444, Akron OH 44334-0444 United States of America Fax: +32 2 714 33 95 FLEXSYS CO-ORDINATION CENTRE N.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: Woluwe Gardens, Woluwedal 24/3 1932 Sint-Stevens-Woluwe/Zaventem Belgium Fax: +32 2 714 33 95 -13- CONFORMED COPY FLEXSYS N.V. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: Woluwe Gardens, Woluwedal 24/3 1932 Sint-Stevens-Woluwe/Zaventem Belgium Fax: +32 2 714 33 95 FLEXSYS RUBBER CHEMICALS LTD By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: Ruabon Works, Cefn Mawr, Wrexham Clwyd LL14 3SL, North Wales United Kingdom Fax: +32 2 714 33 95 FLEXSYS INDUSTRIA E COMERCIO LTDA By: /s/ Hiroaki Kawabata /s/ Sergio Caratori Paes de Andrade -------------------- ----------------------------------- HIROAKI KAWABATA SERGIO CARATORI PAES DE ANDRADE Address: Avendida Atlantica No. 831 CEP 09060-001, Santo Andre, SP Brazil Fax: +32 2 714 33 95 FLEXSYS VERKAUF GMBH By: /s/ Wolter Kymmell Hans-Jurgen Wnuck ------------------ ----------------- WOLTER KYMMELL HANS-JURGEN WNUCK Address: Grosse Drakenburgerstrasse 93-97, Postfach 1440 D-31582 Neinburg/Weser Germany Fax: +32 2 714 33 95 FLEXSYS CHEMICALS (M) SDN. BHD. By: /s/ Wolter Kymmell ------------------ WOLTER KYMMELL Address: No. 312, 3rd Floor, Block C, Kelana Square, 17, Jalan SS 7/26 Petaling Jaya, 47301 Selangor Malaysia Fax: +32 2 714 33 95 -14- CONFORMED COPY THE AGENT KBC BANK N.V. By: /s/ Peter de Wandeler ---------------------- PETER DE WANDELER Address: BRUHAV12/IBR Havenlaan 12 B-1080 Brussels Fax: +32 2429 4920 Attention: Dirk De Bleser/Peter De Wandeler THE ARRANGERS KBC BANK N.V. By: /s/ Ivan Vertenten /s/ Adriaan Leoff ------------------ ----------------- IVAN VERTENTEN ADRIAAN LOEFF Address: BRUHAV12/IBR Havenlaan 12 B-1080 Brussels Fax: +32 2429 4920 Attention: Dirk De Bleser/Peter De Wandeler CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Paul Gibbs -------------- PAUL GIBBS Address: Citigroup Centre Canary Wharf London E14 5LB United Kingdom Fax: +44 (0)207 986 8278 Attention: Paul Gibbs -15- CONFORMED COPY THE SECURITY TRUSTEE KBC BANK N.V. By: /s/ Peter de Wandeler --------------------- PETER DE WANDELER Address: BRUHAV12/IBR Havenlaan 12 B-1080 Brussels Fax: +32 2429 4920 Attention: Dirk De Bleser/Peter De Wandeler THE EXISTING LENDERS KBC BANK N.V. By: /s/ Ivan Vertenten /s/ Adriaan Leoff ------------------ ----------------- IVAN VERTENTEN ADRIAAN LOEFF Address: BRUHAV12/IBR Havenlaan 12 B-1080 Brussels Fax: +32 2429 4920 Attention: Dirk De Bleser/Peter De Wandeler CITIBANK, N.A. By: /s/ Paul Gibbs -------------- PAUL GIBBS Address: 399 Park Avenue New York NY 10022 United States of America Fax: +44 (0)207 986 8278 Attention: Jim Simpson -16- CONFORMED COPY CITIBANK, N.A., LONDON BRANCH By: /s/ Paul Gibbs -------------- PAUL GIBBS Address: Citigroup Centre Canary Wharf London E14 5LB United Kingdom Fax: +44 (0)207 986 8278 Attention: Paul Gibbs THE NEW LENDERS ABN AMRO BANK N.V., BRUSSELS By: /s/ Bert Bielen /s/ Wim Goossers --------------- ---------------- BERT BIELEN WIM GOOSSERS Address: Kanselarijstraat 17a B-1000 Brussels Belgium Fax: +32 2546 0402 Attention: Eddy Jacobs BANCA MONTE PASCHI BELGIO S.A. By: /s/ Luigi Macciola /s/ Alessandro Lami ------------------ ------------------- LUIGI MACCHIOLA ALESSANDRO LAMI Address: Rue Joseph II 24 1000 Brussels Belgium Fax: +32 2 220 7332/+32 2 218 8391 Attention: Laura Fiabane/Wendy Craps BANQUE LBLUX S.A. By: /s/ H. Peter Radermacher /s/ Kerstin Franzen ------------------------ ------------------- H. PETER RADERMACHER KERSTIN FRANZEN Address: 3 rue Jean Monnet L-2180 Luxembourg Luxembourg Fax: +35 2 42434 3399 Attention: Gregory Reich/Siegfried Behlert -17- CONFORMED COPY BNP PARIBAS S.A. BELGIUM BRANCH By: /s/ Hugo Baetens /s/ Didier Mahout ---------------- ----------------- HUGO BAETENS DIDIER MAHOUT Address: Avenue Louise 489 1050 Brussels Belgium Fax: +32 2518 0920 Attention: Laurent Falla/Raymond Pietercil and Annick De Cock COMMERZBANK INTERNATIONAL S.A. LUXEMBOURG By: /s/ Kenneth Anderson /s/ Stephan Wurm -------------------- ---------------- KENNETH ANDERSON STEPHAN WURM Address: 25, rue Edward Steichen L-2540 Luxembourg Luxembourg Fax: +32 2743 1911/+35 2477 911 2386 Attention: Alain Seconde/Ulrike Meinlschmidt DEUTSCHE BANK A.G. NEW YORK BRANCH By: /s/ Evelyn Thierry /s/ Susan Lefevre ------------------ ----------------- EVELYN THIERRY SUSAN LEFEVRE Address: 60 Wall Street MSNYC 60-0208 New York, NY 10005 The United States of America Fax: +1 212 797 5690 Attention: Evelyn Thierry/Michael J. Mozer DEXIA BANK BELGIUM N.V./ S.A. By: /s/ Audrey Reveillon /s/ Piet Cordonnier -------------------- ------------------- AUDREY REVEILLON PIET CORDONNIER Address: Pachecolaan 44 1000 Brussels Belgium Fax: +32 2 285 1375 Attention: Audrey Reveillon/Piet Cordonnier -18- CONFORMED COPY FIFTH THIRD BANK By: /s/ Matthew J. Kuchta --------------------- MATTHEW J. KUCHTA Address: 600 Superior Avenue East Cleveland OH 44114 The United States of America Fax: +1 216 2745 145 Attention: Matthew Kuchta FORTIS BANK S.A./N.V. By: /s/ Hans de Langhe /s/ Herman Sonck ------------------ ---------------- HANS DE LANGHE HERMAN SONCK Address: Montagne du Parc 3 - 1MH1C 1000 Brussels Belgium Fax: +32 2565 0927 Attention: Edith de Flines FORTIS BANK (NEDERLAND) N.V. AS FACILITY OFFICE OF FORTIS BANK S.A./N.V FOR THE PURPOSE OF PARTICIPATING IN A LOAN TO FLEXSYS RUBBER CHEMICALS LTD AND/OR FLEXSYS AMERICA L.P. PURSUANT TO CLAUSE 2.3 OF THE RESTATED AGREEMENT. By: /s/ H. Visser /s/ R. Klaasman ------------- --------------- H. VISSER R. KLAASMAN Address: Coolsingel 93 3012 AE Rotterdam The Netherlands Fax: +31 10 401 5615 Attention: Hans Visser ING BELGIUM S.A./N.V. By: /s/ Jacques Mamere ------------------ JACQUES MAMERE Address: 24 Avenue Marnix 1000 Brussels Belgium Fax: +32 2718 0368/+32 2547 2665 Attention: Carolien D'Hauwers/Jacques Mamere and Laurant Christiaens -19- CONFORMED COPY MIZUHO CORPORATE BANK NEDERLAND N.V. By: /s/ A. Ujita /s/ H. Takahashi ------------ ---------------- A. UJITA H. TAKAHASHI Address: Apollolaan 171 1077 AS Amsterdam The Netherlands Fax: +31 20 5734 376 Attention: Rogier Jansen ----------------------------------------------------------------------------- Witnesses:- 1. /s/ M. Blacnaflor 2. /s/ D. Taswin -------------------- ---------------- Name: M. BLANCAFLOR Name: D. TASWIN ID: N/A ID: N/A ----------------------------------------------------------------------------- Documentary duty of EUR 0.15 per original paid by bank transfer from Clifford Chance on 12 January 2007. Droit d'ecriture de 0,15 euro par original paye par transfert bancaire de Clifford Chance le 12 janvier 2007. Recht op geschriften van 0,15 euro per origineel betaald per overschrijving door Clifford Chance op 12 januari 2007. -20-