GUARANTEE AGREEMENT by WoodyWoodcock

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                        GUARANTEE AGREEMENT

  The guarantee (“borgtocht/cautionnement”) can be defined as an agreement where one
  party, the guarantor, gives obligations towards another party, the beneficiary, to pay the
  debts of a certain debtor, in the event that this debtor fails to pay its debts. The granting of
  intra-group guarantees is a customary practice. This model agreement is a guarantee
  (“borgtocht/cautionnement”) which is regulated by articles 2011 to 2043 of the Civil Code.
  It should not be construed as a bank guarantee (“bankgarantie/garantie bancaire”), a letter
  of credit (“kredietbrief/lettre de crédit”), a documentary credit (“documentair krediet/crédit
  documentaire”), or a letter of comfort (“patronaatsverklaring/lettre de confort”) which are all
  related legal instruments or concepts that may also provide some assurance to a counter-
  party but where the legal scope is substantially different.
  The typical situation for this model is where a parent company issues a guarantee to a finan-
  cial institution entering into a credit agreement with one of its subsidiaries. Guarantees
  offered by a parent company, or another member of the group with a suitable asset value,
  may be desirable because they may lead to a lower interest rate.
  Before entering into or accepting a letter of guarantee, the parties should examine the pos-
  sible impediments that may exist in relation to whether they can actually be granted, espe-
  cially in the framework of intra-group guarantees. A parent company must, for instance,
  have a separate corporate benefit in order to grant a guarantee for its subsidiary. It is advis-
  able to have such issues of validity examined by a lawyer (and/or covered by a legal opin-
  ion).



THIS AGREEMENT IS MADE AND ENTERED INTO

between

__________, a company incorporated and existing under the laws of __________ with
its registered office at __________ [address] and registered with ___________ in
__________ under number __________ (the “Guarantor”)

and

__________, a company incorporated and existing under the laws of Belgium, with its
registered office at __________ [address] and registered with RPR/RPM in __________
[judicial district] under number __________ (the “Beneficiary”);

in the presence of

__________, a company incorporated and existing under Belgian law, with its regis-
tered office at __________ [address] and registered with RPR/RPM in __________
[judicial district] under number __________ (“the Borrower”).


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The Guarantor and the Beneficiary are also individually referred to as a “Party” and
collectively as the “Parties”.

WHEREAS the undersigned Guarantor holds a share of __________ per cent
(__________%) in the Borrower and therefore has control over the Borrower within
the meaning of the Belgian Company Code;

WHEREAS the undersigned Guarantor is fully aware of the terms and the conditions
of the __________ [title and date of agreement] (the “Agreement”) concluded by the
Beneficiary with the Borrower and agrees on such terms and conditions(*);

NOW, THEREFORE, the undersigned Guarantor undertakes to the Beneficiary the
following:

Article 1 – Object of the Guarantee

The Guarantor will pay any and all sums due, or to become due, by the Borrower to
the Beneficiary, under or in connection with the Agreement, whether as principal, inter-
est or otherwise, and which have not been paid by the Borrower at the time that such
demand is made.

Any demand for payment under this Guarantee must be sent by registered mail to the
Guarantor.

The registered letter containing the demand under the Guarantee must specify any and
all amounts due to the Beneficiary by the Borrower (whether as principal, interest or
otherwise) and which have not been paid by the Borrower at the time that such demand
is made.

Article 2 – Waivers

The Guarantor hereby waives:

(a) the benefit of division (“voorrecht van schuldsplitsing/bénéfice de division”)(†);

(b) the benefit of execution (“voorrecht van uitwinning/bénéfice de discussion”)(‡);

(c) the benefit of article 2037 of the Civil Code (“exceptio subrogationis”);



(*)   For sake of completeness or proof, it is advisable to attach the agreement referred to in this recital to
      the Guarantee Agreement.
(†)   See article 2026 Belgian Civil Code.
(‡)   See article 2024 Belgian Civil Code.


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(d) any subrogation of the rights of the Beneficiary until all sums due by the Borrower
    have been paid in full. Any such right of subrogation under this guarantee shall be
    subordinate to any and all rights that the Beneficiary may have against the Bor-
    rower;

(e) the right to demand rescission of this guarantee or to the release of the guarantor
    if, for any reason whatsoever, payment made to the Beneficiary would not be valid
    or has to be refunded; and

(f) the possibility to claim the benefit of any delay granted to the Borrower.

Any future modification of any term of the Agreement including extensions of maturity
or renewals thereof shall not alter any of the obligations under this Guarantee.

Without limiting the generality of the foregoing, the Guarantor’s obligation hereunder
is to pay the obligations of the Borrower in full when due according to their terms, and
shall not be affected by any extension of time or by any bar as to the enforceability of
the obligations.

This Guarantee co-exists with any other guarantee or other security given for the obli-
gations under the Agreement. This Guarantee continues to exist for its full amount
even after the realisation of the other securities. Furthermore, the granting or addition
of any new security or guarantee to this Guarantee, shall in no respect whatsoever, alter
the obligations of the Guarantor under this Guarantee.

Any release of this Guarantee is null and void and without effect if any payment
received by the Beneficiary and accepted in satisfaction of all or part of the guaranteed
amounts (i) is avoided or declared invalid as against the creditors of the maker of such
payment, or (ii) becomes repayable by the Beneficiary to a third party, or (iii) proves
not to have been effectively received by the Beneficiary.

Upon making payment in full under this Guarantee, the Guarantor shall be conferred
all the rights as payee against the Borrower.

Article 3 – Representations and Warranties

3.1.       The Guarantor represents and warrants that:

           (a) it is a corporation duly organised under the laws of the jurisdiction of its
               incorporation and is duly qualified to conduct business wherever necessary
               to carry on its operations;

           (b) the making and performance of this Guarantee is within the Guarantor’s
               corporate powers, has been duly authorised by all necessary corporate
               action, has received all necessary governmental and regulatory approvals,



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                 if any, and does not contravene the Guarantor’s charter or articles of asso-
                 ciation or any contractual restriction binding the Guarantor(*);

           (c) this Guarantee when executed will be a valid and binding obligation of the
               Guarantor, enforceable against the Guarantor in accordance with its
               terms, except as the enforcement thereof may be limited by bankruptcy,
               insolvency, reorganisation, moratorium, fraudulent conveyance, or other
               similar laws from time to time in effect and affecting the enforceability of
               rights of creditors generally.

3.2.       The Guarantor further represents and warrants that it is fully aware of the
           terms and conditions of the Agreement and undertakes insofar as they concern
           the Guarantor to comply with the undertakings laid down by these terms and
           conditions.

Article 4 – Duration

This Guarantee shall remain in full force and effect and be binding upon the Guarantor,
its successors and assigns until payment in full is made by the Borrower to the Benefi-
ciary.

Article 5 – Miscellaneous Provisions

5.1.       This guarantee contains the entire agreement and understanding between the
           parties with respect to the subject matter hereof and supersedes and replaces
           all prior agreements or understandings, written or oral, with respect to the
           same subject matter that are still in force between the parties.

5.2.       Any amendment to this guarantee, as well as any additions or omissions, can
           only take place when agreed in writing with the mutual consent of both of the
           parties.

5.3.       Neither Party shall assign or transfer any of its rights or obligations under this
           guarantee, in whole or in part, to any third party without the prior written con-
           sent of the other Party. Any such assignment or transfer without the prior writ-
           ten consent of the other Party shall be deemed null and void.




(*)   Particular attention should be given to impediments for granting a guarantee, such as the principles of
      legal speciality, corporate benefit, corporate purpose, the ultra vires doctrine and the forbidden finan-
      cial assistance rules (art. 629 Belgian Company Code). Other restrictions may result from contracts such
      as credit facility agreements (e.g. negative pledge provisions). It is advisable to have these issues exam-
      ined by a lawyer prior to entering into a contract.


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           A notice shall be considered delivered to the recipient’s address on the date of
           delivery if delivered in person, or 3 working days following the date of mailing
           if sent by registered mail.

           Either Party may change the address to which notices are to be delivered or
           transmitted by giving the other Party written notice to this effect in the manner
           set forth herein.

Article 6 – Applicable Law and Jurisdiction

6.1.       All issues, questions and disputes concerning the validity, interpretation,
           enforcement, performance or termination of this guarantee shall be governed
           by and construed in accordance with Belgian law, and no effect shall be given
           to any other choice of law or any conflict-of-laws rules or provisions (Belgian,
           foreign or international) that could cause the laws of any jurisdiction other
           than Belgium to be applicable.

6.2.       Any dispute concerning the validity, interpretation, enforcement, performance
           or termination of this guarantee shall be submitted to the exclusive jurisdiction
           of the __________ [judicial district] courts.

Executed in __________ [place], on __________ [date], in three original copies(*), each
party acknowledging receipt of one.

FOR AND ON BEHALF OF THE GUARANTOR
______________________________ [name]
______________________________ [title]
______________________________ [date]
______________________________ [signature]

FOR AND ON BEHALF OF THE BENEFICIARY
______________________________ [name]
______________________________ [title]
______________________________ [date]
______________________________ [signature]



(*)   Since it is sometimes maintained that a guarantee is a unilateral undertaking, it is also possible to exe-
      cute only one original by the Guarantor, which will then be handed to the Beneficiary. We prefer to
      construe a guarantee as a contractual instrument.


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FOR AND ON BEHALF OF THE BORROWER
______________________________ [name]
______________________________ [title]
______________________________ [date]
______________________________ [signature]




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