EXECUTION COPY
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SHARE PLEDGE AGREEMENT
between
TRIVENTURA AG
as pledgor
and
DEUTSCHE BANK AG
as pledgee
regarding
the pledge of shares in Astra
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CONTENTS
CLAUSE PAGE
RECITALS.......................................................................3
1. DEFINITIONS AND INTERPRETATION............................................3
2. PLEDGE AND PLEDGORS' OBLIGATIONS..........................................6
3. DIVIDEND..................................................................7
4. VOTING RIGHTS.............................................................8
5. FURTHER UNDERTAKINGS OF THE PLEDGOR.......................................8
6. APPLICATION OF PROCEEDS...................................................8
7. ENFORCEMENT...............................................................9
8. CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS.......................10
9. REPRESENTATIONS AND WARRANTIES...........................................10
10. FURTHER ASSURANCES OF THE PLEDGOR........................................11
11. NO ASSIGNMENT OR TRANSFER................................................12
12. EFFECTIVENESS OF COLLATERAL; DISCHARGE OF SECURED DEBT...................12
13. POWER OF ATTORNEY AND NOTICES............................................12
14. EXCULPATION..............................................................13
15. EXPENSES AND TAXES.......................................................13
16. CURRENCY CONVERSION......................................................13
17. SEVERABILITY.............................................................13
18. WAIVERS AND MODIFICATIONS................................................14
19. COUNTERPARTS.............................................................14
20. LAW AND JURISDICTION.....................................................14
SIGNATORIES...................................................................16
ANNEXES
Annex 1.0: Details of Pledgors' Participation in Astra.....................15
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THIS AGREEMENT (the "Agreement") is made BETWEEN:
1. Triventura AG, c/o Schatti + Partner AG, Xxxxxxxxxxxx 00x, 0000 Xxxx, as
pledgor;
(the "Pledgor" or "Triventura" as the case may be);
2. Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main, as pledgee
("DB" or the " Pledgee", as the case may be).
RECITALS
(A) Triventura and DB have entered into a Bilateral Equity Linked Contract in
respect of Shares (as defined below) dated as of 8 November 2006 (the
"Contract").
(B) The Pledgor has agreed to secure Triventura's obligations under the Finance
Documents (as defined below) by way of pledge of the Shares held in an
account with the Pledgee.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
(a) "Account" means the bank account opened by the Pledgor with the
Pledgee as further specified in Annex 1.0.
(b) "Account Pledge Agreement" means the account pledge agreement
dated on or about the day hereof between the Pledgor as pledgor
and DB as pledgee regarding the pledge of a certain account held
by the Pledgor.
(c) "Astra" means Adecco S.A., Cheserex (CH).
(d) "Call Option" means the call option granted to the Pledgee under
Schedule 1 Condition 2 of the Contract.
(e) "Collateral Rights" means all rights, powers and remedies of the
Pledgee provided by this Agreement or by law.
(f) "Custody Agreement" means the custody agreement dated 27 June
2006 and a side letter thereto dated 17 November 2006 between the
Pledgor and DB.
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(g) "Dividends" means all dividend payments relating to the Shares
resolved by a shareholders' meeting of Astra and effected by
Astra whether in cash or in the form of additional shares in
Astra (stock dividend) or in any other form.
(h) "Enforcement" means the foreclosure or any other kind of
realisation of the Pledged Assets.
(i) "Event of Default" means an Event of Default as defined in the
Contract.
(j) "Finance Documents" means the Contract, the Custody Agreement,
the Account Pledge Agreement, this Agreement and any other
agreement designated as such by the parties.
(k) "Fixed Amount" has the meaning given to it in the Contract.
(l) "including" means "including without limitation", not delimiting
the term(s) to which the word relates to the example(s)
thereafter mentioned.
(m) "Number of Outstanding Units" has the meaning given to it in the
Contract.
(n) "Pledge" means a pledge pursuant to Art. 899 et seq. of the Swiss
Federal Civil Code over the Pledged Assets in accordance with the
terms of this Agreement.
(o) "Pledged Assets" means the Shares, Dividends and Related Assets
or any other security or asset that is to be or will be pledged
to the Pledgee under this Agreement.
(p) "Related Assets" means, except for Dividends, all monies payable
in respect of the Shares, including, without limitation
repayments of the nominal value of the Shares and all other
rights, benefits and proceeds in respect of or derived from the
Shares (whether by way of redemption, subscription rights, bonus
shares, preference, option, substitution, conversion or
otherwise).
(q) "Relevant Proportion" means, in relation to any release of
Pledged Assets pursuant to Clause 8(c) upon an exercise of the
Call Option, the proportion which the number of Units (as defined
in the Contract) the subject of such exercise bears to the Number
of Outstanding Units (as defined in the Contract) immediately
prior to such exercise.
(r) "Secured Debt" means any and all present and future obligations
and liabilities of any nature (whether actual or contingent,
matured, liquidated or unliquidated and whether owed jointly or
severally and whether as principal or
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surety or in any other capacity whatsoever) of the Pledgor due,
owing or incurred under or in connection with the Finance
Documents (or any of them) to the Pledgee or any receiver
(including, without limitation, under any amendments, supplements
or restatements of any of the Finance Documents) in any currency
or currencies, in each case together with all interest accruing
thereon whether before or after judgment, and all costs, charges
and expenses incurred by the Pledgee in connection with the
protection, preservation or Enforcement of its respective rights
under the Finance Documents or any other document evidencing or
securing any such liabilities.
(s) "Security" means a mortgage, charge, pledge, lien or other
security interest securing any obligation of any person or any
other agreement or arrangement having the effect of Security.
(t) "Shares" means (i) the shares in Astra now and hereinafter held
by the Pledgor in the Account during the lifetime of this
Agreement and (ii) all shares or other interests whatsoever which
may be substituted for the Shares whether by operation of law or
otherwise (including, without limitation, any share split or
consolidation) now or hereafter and (iii) any further shares
(including stock dividends) or other rights that will be issued
to the Pledgor by Astra in respect of or derived from the Shares.
1.2 INTERPRETATION
In this Agreement:
(a) references to any person includes a reference to any individual,
firm, company, corporation or other body corporate, government,
state or agency of a state or any joint venture, association or
partnership, (whether or not having separate legal personality),
as well as to any of its successors, permitted assignees and
transferees;
(b) references to any agreement or document are references to that
agreement or document as substituted, novated, supplemented,
amended or changed (however fundamental, including, without
limitation, accessions and changes to any facility provided or
increases in their maximum amount), from time to time, in
accordance with its terms but excluding for this purpose any
amendment, variation, supplement or modification which is
contrary to any provision of the Finance Documents;
(c) references to Clauses and Annexes are references to,
respectively, clauses of and annexes to this Agreement; and
(d) words importing the plural shall include the singular and vice
versa.
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2. PLEDGE AND PLEDGORS' OBLIGATIONS
2.1 UNDERTAKING TO PLEDGE
The Pledgor agrees (i) to pledge to the Pledgee all Shares now or hereafter
owned by it together with all Dividends and (to the extent legally
permitted) Related Assets in respect of or derived from such Shares,
including as at the date hereof, as continuing security for the Secured
Debt until such time as the Secured Debt has been paid and discharged in
full, and no further Secured Debt is capable of arising as further set out
in Clause 8 and, therefore, (ii) to effect this Pledge on the date hereof
and (iii) to deposit such Shares in the Account.
2.2 EFFECTING OF THE PLEDGE
For the purposes of effecting the Pledge under Clause 2.1, the Pledgor
hereby pledges to the Pledgee the Shares, Dividends and (to the extent
legally permitted) Related Assets in respect of, or derived from, the
Shares. The Pledgee hereby accepts the Pledge. The number of Shares pledged
pursuant to Clause 2.1 and this Clause 2.2 at signing of this Agreement is
set out in Annex 1.0. The Pledgee shall have the right, but not the
obligation, to notify Astra of the Pledge.
2.3 RELATED ASSETS AND CERTIFICATION OF SHARES
(a) The Pledgor shall, promptly upon the accrual, offer or issue and
after receipt of any Related Assets (in the form of shares,
warrants, subscription rights, participation rights or other
securities) or new Shares to which the Pledgor is or will be
entitled, procure the delivery thereof to the Pledgee, including
all certificates and other documents (if any) representing such
new Shares or Related Assets, in the case of registered shares in
certificated form duly endorsed in blank.
(b) The Pledgor hereby assigns the right to request delivery of
certificates representing the Shares to the Pledgee and
undertakes to perform all acts requested by the Pledgee to
validly pledge the certificates in favour of the Pledgee,
including, without limitation, to duly endorse such certificates
in blank.
2.4 SALE OF SHARES FOLLOWING ADJUSTMENT OF COLLATERAL
In case of an adjustment to the Exchange Property (as defined in the
Contract) pursuant to Clause 2(d)(ii) of Schedule 2 of the Contract the
Pledgor may by notice in writing require that the Pledgee release and sell
on the Pledgor's behalf such number of Shares (including
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Related Assets) in order to apply the proceeds of such sale (the "Sale
Proceeds") for the payment by Triventura of a Fixed Amount under the
Contract; provided, however, that1 the proceeds of such sale shall be
pledged under the Account Pledge Agreement. Following receipt of such
request; the Pledgee shall (a) determine the appropriate number of Shares
(including Related Assets) to be sold; (b) realize such Shares (including
Related Assets) for the account of the Pledgor; (c) appropriate for its
account the amount payable for the Fixed Amount in and towards satisfaction
of the Pledgor's obligation to pay such Fixed Amount when due and (d)
deposit the proceeds exceeding such Fixed Amount (if any) in the account
being subject to the Account Pledge Agreement.
2.5 CORPORATE APPROVALS
On the date of this Agreement, the Pledgor has furnished to the Pledgee:.
(a) a copy of the resolutions of the board of directors of the
Pledgor by which:
(i) the terms of and the transactions contemplated by this
Agreement as well as the execution, delivery and performance
of this Agreement are acknowledged and approved; and
(ii) a specified person or persons are authorised to conclude the
negotiations, sign, execute and perform this Agreement and
to conclude the negotiations, sign, execute and/or dispatch
all documents and notices to be signed and/or dispatched in
connection with this Agreement.
(b) a certified copy of its articles of association and a certified
extract from the commercial register, each of recent date.
3. DIVIDEND
3.1 DIVIDENDS
Unless and until an Event of Default has occurred, the Pledgor shall be
entitled to receive and retain all Dividends and Related Assets (other than
those referred to in Clause 2.3), subject at all times to the terms and
conditions of the Account Pledge Agreement. Following the occurrence of an
Event of Default, only the Pledgee shall be entitled to receive and retain
any Dividends and/or Related Assets and in such case, the Dividends or
Related Assets shall form part of the proceeds to be applied in accordance
with Clause 6 hereof.
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4. VOTING RIGHTS
(a) The voting rights in relation to the Shares shall remain
exclusively with the Pledgor until their transfer to an acquirer
in the course of Enforcement. The Pledgee shall not be entitled
to exercise voting rights in relation to the Shares be it by way
of power of attorney or otherwise.
(b) The Pledgor shall promptly send copies to the Pledgee of all
shareholders' notices and resolutions obtained by the Pledgor
from Astra in connection with the Shares, Dividends and Related
Assets.
(c) The Pledgee shall, promptly upon becoming aware thereof, inform
the Pledgor of any change of ownership in the Shares as a result
of Enforcement. The Pledgee is aware that the Pledgor may be
subject to regulatory obligations to make disclosure in respect
of any such changes of ownership within statutory deadlines.
5. FURTHER UNDERTAKINGS OF THE PLEDGOR
(a) Except with the Pledgee's prior written consent, the Pledgor
shall not enter into any legal instrument relating to, or
granting any lien, encumbrance, charge or other third party right
over, or dispose of, deal with or assign the Pledged Assets or
take any other action with respect to the Pledged Assets.
(b) The Pledgor shall notify the Pledgee of any occurrence which is
likely to have a material adverse effect on or cause a decrease
in value of the Pledged Assets in order to allow the Pledgee to
effectively ensure that the value of the Pledged Assets and
validity of the security interest created pursuant to this
Agreement is maintained, provided, however, that the Pledgor
shall in no event have an obligation to disclose non-public
information relating to Astra to the Pledgee.
6. APPLICATION OF PROCEEDS
Any proceeds received hereunder by the Pledgee, after the security hereby
constituted shall have become enforceable, in particular any proceeds
received under Clause 7, shall be applied in accordance with the following
order: (a) cost and expenses owed by the Pledgor under the Finance
Documents, (b) fees owed by the Pledgor to the Pledgee under the Finance
Documents, (c) unpaid (default) interest due under the Finance Documents
and (d) any other debt due under the Finance Documents, in each case to the
extent that they constitute Secured Debt.
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7. ENFORCEMENT
(a) Upon the occurrence of an Event of Default, the Pledgee or any
such other institution instructed by the Pledgee for this
purpose, shall without any further prior notice or communication
to the Pledgor be entitled, at its discretion, to:
(i) effect Enforcement by either (1) private realisation
(Private Verwertung, including, without limitation,
self-sale (Selbsteintritt)) of Pledged Assets or (2)
enforcement proceedings pursuant to the Swiss Federal
Statute on Debt Collection and Bankruptcy under the
exclusion of Art. 41 of the Swiss Federal Statute on Debt
Collection and Bankruptcy (waiver of the beneficium
excussionis realis) and the parties hereto agree in advance
that a "Freihandverkauf" shall be admissible;
(ii) act as Pledgee contracting in its own name and in the name
or for the account of third persons in private or official
Enforcement;
(iii)apply all Dividends and other monies arising from the
Shares or Related Assets as though they were the proceeds of
sale under this Agreement; and
(iv) (1) notify, or request the Pledgor to notify (who hereby
undertakes to do so), Astra of the transfer of the Shares
and (2) request, or request the Pledgor to request Astra to
register any acquirer of the Shares who acquires the Shares
in the course of Enforcement of the Pledge in the
shareholders' register as shareholder with respect to the
Shares.
(b) Failure by the Pledgee to sell Pledged Assets or to exercise any
right or remedy including, but not limited to, the acceptance of
partial or delinquent payments, shall not result in any liability
of the Pledgee and shall not prejudice any of the rights the
Pledgee may have under this Agreement or the Finance Documents or
be a waiver of any obligation of the Pledgor hereunder and/or
thereunder.
(c) Notwithstanding previous sales or transfers of Pledged Assets
without formality or notice, the Pledgee retains the right at all
times to take any measure it deems necessary or appropriate in
accordance with the Swiss Federal Statute on Debt Collection and
Bankruptcy.
(d) The Pledgor agrees that Pledgee can instruct a third party to
conduct the Enforcement of the Pledge for its account.
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8. CONTINUING SECURITY; RELEASE OF THE PLEDGED ASSETS
(a) The Pledge constitutes a continuing security interest. The
security created hereby shall only terminate and the Pledgee
shall, subject to Clause 2.4 and to this Clause 8, only be
obliged to release the Pledged Assets or the remainder thereof if
and once the Pledgee is satisfied that all the Secured Debt has
been irrevocably paid in full and that all the agreements which
might give rise to Secured Debt have been terminated.
(b) Any Pledged Assets to be returned pursuant to the preceding
paragraph upon termination of this Agreement shall be delivered
net of any transfer taxes or other expenses in connection with
such return or release. Neither the Pledgee will make or shall be
deemed to have made any representation or warranty, whether
express or implied, with respect to any Pledged Assets so
delivered, except that any such Pledged Assets shall be delivered
to the Pledgor free and clear of any third party right granted by
the Pledgee.
(c) Upon each exercise of the Call Option, the number of Shares
subject to the Pledge under this Agreement shall be reduced by a
number of Shares equal to the Relevant Proportion of the Shares
constituting the Pledged Assets as of the date of such exercise
and the Pledgee shall release such number of Shares from the
Pledge and out of such Shares (i) appropriate for its own account
such number of Shares as are deliverable to it under the Contract
following such exercise of the Call Option and (ii) deliver the
balance to or to the order of the Pledgor.
(d) The Pledgor hereby authorizes and instructs the Pledgee to apply
all or any part of the Pledged Assets in or towards satisfaction
of Triventura's delivery or payment obligations under the
Contract in respect of its termination on the Maturity Date or
the Regulatory Termination Date (as the case may be), and the
Pledgee agrees that it shall so apply such Pledged Assets in
accordance with this Clause 8(d).
9. REPRESENTATIONS AND WARRANTIES
Without prejudice and in addition to the representations and warranties
under the Contract, which are incorporated herein by way of reference, the
Pledgor represents and warrants to the Pledgee and undertakes during the
subsistence of this Agreement as follows:
(a) The Pledgor is, and will be, the sole, absolute legal and
beneficial owner of its Pledged Assets and the Pledged Assets are
and will continue to be free and clear of any Security (except as
created under this Agreement) and/or any restriction on the
ability to transfer or realise all or any part of the Pledged
Assets.
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(b) All necessary governmental and other consents, approvals,
licenses and authorisations to enable it to enter into this
Agreement have been obtained and are, and will remain, in full
force and effect.
(c) All Shares owned by it have been validly issued and are fully
paid-in, in book-entry form only and not represented by
certificates, except in case of an exercise by the Pledgee of the
right assigned pursuant to Clause 2.3(b).
(d) Annex 1.0 is accurate and complete.
(e) The Pledgor has, and will have, the necessary power to enable it
to enter into and perform its obligations under this Agreement
and all consents, approvals, and authorisations have been
obtained and corporate resolutions passed to make the Pledges
valid, binding and enforceable in accordance with the terms of
this Agreement.
(f) The resolutions and corporate documents delivered in accordance
with Clause 2.5 relating to it are correct, complete and in full
force and effect as at the date hereof.
(g) The obligations expressed to be assumed by the Pledgor under this
Agreement are legal, valid, direct and unconditional obligations
binding on it and enforceable against it in accordance with the
terms thereof and that the Pledge constituted by this Agreement
complies with the Articles of Association of Astra.
(h) It is not necessary that (i) the Agreement be filed, recorded or
enrolled with any court or other authority or (ii) any stamp,
registration or similar tax be paid on or in relation to the
Agreement.
10. FURTHER ASSURANCES OF THE PLEDGOR
(a) The Pledgor shall promptly do all things (including the delivery,
transfer, assignment or payment of all or part of the Pledged
Assets to the Pledgee or its nominee(s), and any consent as may
be required from it for the entry into the shareholders'
register) and execute all documents that are required or
expedient for the purpose of the exercise of Collateral Rights or
securing or perfecting the Pledge.
(b) The Pledgor undertakes to enter into and procure the perfection
of additional pledge agreements, if and to the extent that a
Pledge of certain Related Assets requires as a matter of law, the
execution and perfection of a specific pledge agreement and/or
any other action for such certain Related Assets.
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(c) Upon the occurrence of an Event of Default, the Pledgor shall,
upon demand from the Pledgee, execute all documents and do all
other things that the Pledgee may require to facilitate the
Enforcement.
(d) The Pledgor undertakes to indemnify the Pledgee for any prejudice
it may suffer as a result of the Pledgor's non-performance and/or
breach of any terms, covenants or obligations under this
Agreement and keep the Pledgee indemnified against and harmless
from any and all losses, liabilities, costs and expenses incurred
under or in connection with this Agreement or its Enforcement as
a result of such non-performance or breach.
11. NO ASSIGNMENT OR TRANSFER
The rights and obligations of the Pledgor and the Pledgee under this
Agreement may not be assigned or transferred except for assignments and
transfers by the Pledgee upon prior written notice to the Pledgor, which
shall be given as soon as reasonably practicable but in any case not later
than 20 calendar days before such assignment or transfer, to any other
entity belonging to the Deutsche Bank Group, Sonata Securites SA, Bluebird
Securities SA and/or any other securitization vehicle established under
Luxembourg law and designated by DB from time to time, provided, however,
that such assignment can not be effected without the prior consent of the
Pledgor if supported by an opinion of legal counsel or tax advisor the
Pledgor informs the Pledgee that such assignment would be materially
adverse to the interests of the Pledgor.
12. EFFECTIVENESS OF COLLATERAL; DISCHARGE OF SECURED DEBT
The collateral constituted by this Agreement and the Collateral Rights
shall be cumulative, in addition to and independent of every other security
which the Pledgee may at any time hold for the Secured Debt or any rights,
powers and remedies provided by law.
13. POWER OF ATTORNEY AND NOTICES
(a) The Pledgor authorises the Pledgee to be its attorney and in its
name, on its behalf and as its act and deed to execute, deliver
and perfect all documents (including to transfer Shares to an
acquirer) and do all things that the Pledgee may consider to be
requisite for carrying out any obligation imposed on the Pledgor
under this Agreement or exercising any of the rights conferred on
the Pledgee by this Agreement or by law, in particular in
connection with a private realisation (Private Verwertung,
including, without limitation, self-sale (Selbsteintritt))
provided that as long as no Event of Default has been declared
the Pledgee agrees not to take any such step unless the Pledgee
would have the right under this Agreement to request the Pledgor
to take such step and the Pledgor has failed to take such step
within 10 Business Days (as de-
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fined in the Contract) upon being notified of that failure and
being requested to comply.
(b) Any notices by the Pledgee to the Pledgor under this Agreement
shall be sent by fax to Triventura AG, P..O. Box, 8034 Zurich,
fax nr. x00 00 000 0000, or to such other fax number as the
Pledgor may designate for such purposes from time to time.
14. EXCULPATION
The Pledgee shall not be liable for any breach of this Agreement except in
the case of gross negligence or willful default upon its part. In
particular, the Pledgee shall not be liable by reason of (a) taking or not
taking any action under this Agreement or exercising any Collateral Right,
(b) any neglect or default in connection with the Pledged Assets, or (c)
the Enforcement or collection of all or any part of the Pledged Assets,
except in case of proven wilful misconduct and gross negligence.
15. EXPENSES AND TAXES
Each party shall bear the registration costs and stamp duties or other
duties incurred by it in connection with the execution and perfection of
the Pledge. In the event of an Enforcement of the Pledge hereby constituted
or the exercise of any Collateral Right, the Pledgor shall reimburse and
indemnify the Pledgee for any costs and expenses incurred by it. Any
transfer or stamp duty taxes, including, without limitation Swiss
Securities Transfer and Stamp Duty Tax, incurred in connection with the
sale of the Shares shall be borne and indemnified by the Pledgor.
16. CURRENCY CONVERSION
For the purpose of or pending the discharge of any of the Secured Debt, the
Pledgee may convert any money received, recovered or realised or subject to
application by it under this Agreement from one currency to Swiss Francs.
Any such conversion shall be effected at the Pledgee's spot rate of
exchange for the time being for obtaining such other currency with the
first currency.
17. SEVERABILITY
If any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, this shall not affect or impair (i) the
validity or enforceability in that jurisdiction of any other provision of
this Agreement or (ii) the validity or enforceability in any other
jurisdiction of that or any other provision of this Agreement, and the
parties will negotiate in good faith to replace the relevant provision by
another provision reflecting as closely as possible the original intention
and purpose of the parties.
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18. WAIVERS AND MODIFICATIONS
(a) No failure on the part of the Pledgee to exercise, or delay on
its part in exercising, any Collateral Right shall operate as a
waiver thereof, nor shall any single or partial exercise of a
Collateral Right preclude any further or other exercise of that
or any other Collateral Right.
(b) This Agreement may be terminated, amended or modified only
specifically and in writing.
(c) If a change in law, including due to the ratification and entry
into force or unilateral adaptation into national law of the
Convention of 6 July 2006 on the Law Applicable to certain Rights
in Respect of Securities Held with an Intermediary, adversely
affects or otherwise impairs the Pledgee's interests or rights
contemplated by this Agreement, the parties will negotiate in
good faith, execute and deliver as soon as practicable a
replacement or amendment of this Agreement by another agreement
or provisions reflecting as closely as possible the original
intention and purpose of the parties.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
20. LAW AND JURISDICTION
(a) This Agreement shall in all respects, including, without
limitation, all the rights in rem aspects, be governed by, and
construed in accordance with, the substantive laws of
Switzerland.
If and to the extent that the choice of the substantive laws of
Switzerland is not recognized by the relevant court, this Agreement
shall be governed by, and construed in accordance with, the
substantive laws of the Federal Republic of Germany.
(b) Each party submits to the exclusive jurisdiction of the
Commercial Court of the Canton of Zurich (Handelsgericht des
Kantons Zurich), Switzerland, venue being Zurich 1, with the
right to appeal to the Swiss Federal Court (Eidgenossisches
Bundesgericht) in Lausanne as provided by law, whose judgment
shall be final, for all purposes relating to this Agreement. The
Pledgee reserves the right to bring an action against the Pledgor
at its place of domicile or before any other competent court.
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ANNEX 1.0: DETAILS OF PLEDGORS' PARTICIPATION IN ASTRA
Number of Shares: 12,000,000
Bank Account Number with Pledgee: [Deleted from this filing]
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SIGNATORIES
THE PLEDGOR
Date: 8.11.2006 TRIVENTURA AG
/s/ Xxxxxx Xxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
--------------------
Name: Xxxxxx Xxxxx
THE PLEDGEE:
Date: 14.11.2006 DEUTSCHE BANK AG
/s/ Pierre-Xxxxxx Xxxxxxxx
------------------------------
Name: Pierre-Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
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