exv4w1






Exhibit 4.1




 1 



THIS INSTRUMENT is entered into the Twenty First day of December 1989 by FUEL TECH
N.V. whose registered office is at 29A Daphneweg, Curacao, Netherlands Antilles
(hereinafter called “the Company”).



WHEREAS the Company has pursuant to its Articles of Association and by resolution
of its Board of Directors passed on 12th December, 1989 created a maximum
nominal amount of US $19,200,000 Nil Coupon Non-redeemable Convertible Unsecured Loan
Notes to be constituted as hereinafter provided and subject to and with the benefit of the
Conditions contained in the First Schedule hereto which shall be deemed to be part of this
Deed.



NOW THIS INSTRUMENT WITNESSETH AND THE COMPANY HEREBY DECLARES

as follows:-





	1.	 	Definitions
	 
	1.1	 	IN this Instrument and the Schedules hereto unless there is something in the
subject or context inconsistent therewith the expressions following shall have
meanings hereinafter mentioned:-
	 
	 	 	“the Notes” means the US$19,200,000 Nil Coupon Non-redeemable Convertible
Unsecured Loan Notes hereby constituted or as the case may be the amount thereof
for the time being outstanding;
	 
	 	 	“Noteholders” means the several persons for the time being entered in the register
provided for in the Second Schedule hereto as the holders of the Notes.
	 
	1.2	 	Words denoting persons shall include corporations; the masculine gender shall
include the feminine, and the singular shall include the plural and vice versa.
	 
	1.3	 	The headings are for convenience only and shall not affect the interpretation
hereof.
	 
	2.	 	Amount of the Notes
	 
	 	 	THE principal amount of the Notes constituted by this Instrument is
limited to US $19,200,000. The Notes may be issued in denominations of US $1 in
nominal amount or multiples thereof to such persons at such times and on such
terms and either at par or at a premium or at a discount and either for cash or
for such other consideration as the Board of Directors of the Company shall
determine





 









 





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	3.	 	Eligibility
	 
	3.1	 	THE Notes have not been registered under the United States Securities Act of
1933. Accordingly, each acquirer of Notes agrees that it will deliver to the
Company, at or prior to its acquisition of Notes, a certificate stating in substance
that it is not a U.S. Person and that it is not acquiring for the account of any U.S.
Person. It further agrees that it will not, until the date which is 90 days after
the completion of the distribution of the Notes as determined by the Company (the
“Season Date”), offer, sell or deliver, directly or indirectly, in the United States
(which term means the United States of American and its territories and possessions)
or to or for the account of any U.S. Person, and such Notes.
	 
	3.2	 	As used herein, “U.S. Person” means any national or resident of the United States
(including the estate of any such person) and any corporation or other entity
organized under the laws of the United States or any political subdivision thereof
but not including a branch or agency of a bank or insurance company organized and
regulated under United States law that is operating outside the United States for
valid business reasons as a locally regulated branch or agency engaged in the banking
or insurance business and not principally for the purpose of investing in securities
not registered under the United States Securities Act of 1933.
	 
	4.	 	Status of the Notes
	 
	 	 	THE Notes when issued shall rank pari passu equally and ratably without
discrimination or preference and as an unsecured obligation of the Company.
	 
	5.	 	Repayment of Notes
	 
	 	 	AS and when the Notes or any part thereof become repayable in accordance
with the provisions of this Instrument and the Conditions set forth in the First
Schedule hereto the Company will pay to the Noteholders entitled thereto and the
registered office of the Company or at such other place in the United Kingdom as
the Directors of the Company may consider appropriate the full principal amount of
the Notes to be repaid.
	 
	6.	 	Conversion
	 
	6.1	 	EACH holder of outstanding Notes shall (upon and subject to the provisions
set out below) be entitled by serving on the Company written notice at any time after
the Season Date to require the whole or any part of his holding of outstanding Notes
(being an integral multiple of US $1 nominal) to be converted into new common shares
in the capital of the Company at the rate, subject to adjustment under paragraph 6.2
below, of 875 new common shares (presently common shares of US $1 each ) for every




 









 











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	 	 	US $10,000 nominal of Notes being converted (such rate as so adjusted from time to
time being hereinafter called “the conversion rate”) and so in proportion for any
greater or lesser amount of Notes converted. Within 14 days of the Company
receiving such notice of the relevant Notes shall be converted into new common
shares in the Company at the conversion rate and such shares shall be issued to
the holders of the relevant Notes fully paid in full satisfaction of all
liabilities to and right of such holders in respect of the Notes converted and the
Notes shall on such conversion be cancelled. The new common shares so issued may
contain such legends and be subject to such certification requirements or
restrictions on transfer as may be, in the Company’s opinion, necessary or
advisable to comply with any applicable law or regulations. No new common shares
may be issued upon conversion of the Notes prior to the Season Date.
	 
	6.2	 	
	 
	6.2.1	 	Upon any issue of fully paid common shares in the capital of the Company pursuant
to a capitalization of profits or reserves (including, without limitation, share
premium account and capital redemption reserve) to any common shareholders on the
register on a record date being a date on which any Notes remain capable of being
converted, and upon any consolidation or subdivision at any time of the common share
capital of the Company for the time being, the number of common shares in the capital
of the Company to be issued in respect of Notes converted on any date following such
record date or on any date following such subdivision or consolidation shall be
increased or decreased in due proportion. No adjustment shall be made in the
conversion rate by reason only of a holder of common shares in the capital of the
Company wholly or partially foregoing his entitlement to a cash dividend and in lieu
thereof the Company making an issue to him of fully paid common shares by way of
capitalization of an amount standing to the credit of the profit and loss account or
revenue reserves equal to the amount of the cash dividend foregone.
	 
	6.2.1	 	If, whilst any Notes remain capable of being converted, the Company shall make any
offer of common shares (“New Shares”) or of rights to common shareholders of the
Company on the register on a record date being a date on which any Notes remain
capable of being converted the Company shall make, or use its best endeavors to
procure that there is made, a like offer at the same time to each Noteholder as if
his conversion rights had been exercisable and exercised in full with effect
immediately before such record date at the conversion rate then applicable. The
Company shall not make any such offer to holders of the common shares in the capital
of the Company unless it makes to each Noteholder at the same time a like offer as
referred to in the preceding sentence of this sub-paragraph.




 









 











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	6.3	 	No fraction of a common share shall be issued on conversion but any such fraction as
would otherwise fail to be issued shall be disregarded.
	 
	6.4	 	The Company shall keep available for issue sufficient authorized but unissued common
shares to satisfy in full all rights for the time being outstanding of conversion
into and subscription for common shares.
	 
	6.5	 	New common shares in the capital of the Company issued on conversion shall be
credited as fully paid and shall carry the right to receive all dividends and (unless
adjustments shall have been made in respect thereof pursuant to sub-paragraph 6.2
above) all other distributions (including, but not limited to, any issued referred to
an sub-paragraph 6.2.1 above) declared, paid or made on the common shares in the
capital of the Company after the date of issue of such new common shares and shall
rank pari passu in all other respects and form one class with the common shares in
the capital of the Company in issue on the relevant issue date.
	 
	6.6	 	
	 
	6.6.1	 	If the Company commences liquidation or dissolution (whether voluntary or
compulsory) it shall forthwith give notice in writing thereof to all Noteholders.
Each Noteholder shall then in respect of the whole or any part of this Notes be
entitled, within six weeks after the service of such notice, to elect by notice in
writing to the Company to be treated as if he had converted his outstanding holding
of Notes on the day immediately preceding the date of such commencement (the “Date of
Election”) on the basis (including rate) of conversion then applicable (after making
any appropriate adjustments pursuant to sub-paragraph 6.2 above). Subject as
provided below in this sub-paragraph 6.6.1, in that event such Noteholder shall in
lieu of the payments which would otherwise be due in respect of his outstanding Notes
subject to an election, be entitled to participate in the assets available in the
liquidation or dissolution pari passu with the common shareholders as if he were the
holder of the common shares to which he would have become entitled had the Notes in
respect of which he shall have made such election been converted as aforesaid.
Notwithstanding the foregoing, a Noteholder making such election shall be entitled to
receive and retain any payment in respect of the Notes subject to such election which
shall have become due prior to the Date of Election as thought he had not made such
election. For the purpose of determining the assets in which any Noteholder making
an election as aforesaid shall be entitled to participate, the provisions of
sub-paragraph 6.5 above shall be deemed to apply as





 









 










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	 	 	if the Noteholder had converted his holding of Notes on the Election Date.
Subject to this sub-paragraph 6.6.1, the conversion rights of Noteholders shall
lapse in the event of the liquidation or dissolution of the Company.
	 
	6.6.2	 	If the Notes shall become immediately due and repayable in accordance with the
provisions of this Instrument (for any reason other than the liquidation or
dissolution of the Company), the Company shall forwith give notice in writing thereof
to all Noteholders. Thereupon each Noteholder shall, in respect of the whole or any
part of his Notes, be entitled within six weeks after the service of such notice to
exercise his rights of conversion (with effect as on the day prior to the date on
which the Notes shall have become so due and repayable) on the basis (including rate)
of conversion then applicable (after making any appropriate adjustments pursuant to
sub-paragraph 6.2 above) by notice in writing deposited at the registered office of
the Company prior to the expiry of such six weeks.
	 
	7.	 	Certificates for Notes
	 
	 	 	EACH Certificate for Notes shall bear a denoting number and shall be
issued to a Noteholder under the name of a director or the secretary of the
Company. Every Certificate shall be in the form or substantially in the form set
out in the First Schedule hereto and shall have endorsed thereon Conditions in the
form or substantially in the form also set forth in that Schedule. The Notes
shall be held subject to such Conditions all of which shall be deemed to be
incorporated in this Instrument and shall be binding on the Company and the
Noteholders and all persons claiming through or under them respectively. The
Company shall not be bound to register more than four persons as the joint holders
of any Notes and in the case of Notes held jointly be several persons the Company
shall not be bound to issue more than one Certificate therefor and delivery of a
Certificate to one of such persons shall be sufficient delivery to all. Prior to
the Season Date, the Company shall note be bound to register the transfer of
interest in a Note if such Note is not accompanied by a certification the
transferee thereof is not a, and is not acquiring an interest in such Note for the
account of any, U.S. Person. When a Noteholder transfers or has redeemed part
only of his Notes the old Certificate shall be cancelled and a new Certificate for
the balance of such Notes issued without charge.
	 
	8.	 	Events on which Notes repayable
	 
	 	 	NOTWITHSTANDING any other provisions of this Instrument or the Schedules
hereto the Notes registered in the name of any Noteholder (so far as not
previously repaid) will become immediately repayable at par in each and every of
the following events:-




 









 











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(a) failure by the Company to pay on the date due any principal moneys payable on
the repayment of any of the Notes; or




(b) failure by the Company to observe or perform any of its obligations (other
than its obligations to pay principal on the Notes) under this Instrument if such
failure continues for thirty days after written notice has been given by any
Noteholder requiring remedy thereof; or




(c) the taking of possession by an encumbrancer or the appointment of a receiver
of the whole or a substantial part of the undertaking or property of the Company;
or




(d) the making of an order or passing of an effective resolution for winding up
the Company (other than a voluntary winding up for the purpose of amalgamation or
reconstruction whereunder a successor company undertakes the obligations of the
Company hereunder).




	9.	 	Covenants by Company
	 
	 	 	THE Company hereby covenants with the Noteholders and each of them duly to
perform and observe the obligations on its part herein contained to the intent
that this Instrument shall enure for the benefit of all Noteholders each of whom
may sue for the performance or observance of the provisions hereof so far as his
holding of Notes is concerned.
	 
	10.	 	Further Notes
	 
	 	 	THE Company shall be entitled from time to time by resolution of the Board
of Directors of the Company or of a duly authorized committee thereof to create
and issue further Notes to be constituted by deed or instrument expressed to be
supplement hereto so as to form a single series with the Notes previously in
issue.
	 
	11.	 	Conditions of the Issue
	 
	 	 	THE conditions and provisions contained in the First Second and Third
Schedules hereto shall have effect in the same manner as if such Conditions and
provisions were herein set forth.
	 
	12.	 	Governing Law
	 
	 	 	THIS Instrument and the Schedules hereto shall be governed by and
construed in accordance with English law.




IN WITNESS whereof this Instrument has been duly executed the day and year first
written above.




 









 








 7 




THE FIRST SCHEDULE




	 	 	 	 	 
	Certificate No.
	 	Transfer No.
	 	Amount
	                    
	 	                    
	 	             US$                    






FUEL TECH N.V.




(Incorporated under the Laws of the Netherlands Antilles)




NIL COUPON NON-REDEEMABLE CONVERTIBLE

UNSECURED LOAN NOTES



Created and issued pursuant to the Articles of Association of the Company and to a
Resolution of
Board of Directors passed on 12th December, 1989.



THIS IS TO CERTIFY that the undermentioned is/are the registered holder(s) of the
amount set out below of the US$19,200,000 Nil Coupon Non-Redeemable Convertible Unsecured
Loan Notes constituted by an Instrument entered into by the Company on [     ] 1989
(the “Instrument”) and issued with the benefit of and subject to the provisions contained
in the Instrument and the Conditions endorsed hereon.




			
	 	 	 
	NAME(S) OF HOLDER(S)
	 	                    AMOUNT OF NOTES





The Notes are repayable in accordance with Conditions 1 and 2 endorsed hereon.



This Certificate must be surrendered before any transfer, whether of the whole or any part
of the Notes comprised in it, can be registered or any new Certificate issued in exchange.
If this Certificate is transferred at any time prior to the date which is 90 days after
the date of this Certificate, such transfer may only be registered upon certification by
the transferee that it is not a, and is not acquiring an interest herein for the account
of any, U.S. Person (as such term is defined in the Instrument).



The Notes are transferable only in amounts or multiples of US$1.




	 	 	 	 	 	 	 
	 	 	FUELTECH N.V.	 	 
	 
	 	 	 	 	 	 
	Date:

	 	By:	 	 	 	 
	 

	 	 	 	 

     Name:
	 	 
	 

	 	 	 	     Title:	 	 






 









 






 8 




THE CONDITIONS within referred to





	1.	 	Repayment and Purchase
	 
	1.1	 	UNLESS previously converted in accordance with Clause 6 of the Instrument or
purchased by the Company, the Notes shall be repaid at par in the circumstances
described in Clause 8 of the Instrument.
	 
	1.2	 	The Company will be entitled at any time to purchase any Notes by tender or by
private treaty or otherwise at any price agreed between the Noteholder and the
Company.
	 
	2.	 	Surrender of Certificate
	 
	2.1	 	EVERY Noteholder any part of whose Notes is due to be repaid under any of
the provision of these Conditions shall not later than the due date for such
prepayment deliver up to the Company at its registered office for the time being or
such other place as the Company may from time to time notify the Noteholders the
Certificate(s) of his Notes which are due to be repaid in order that the same may be
cancelled and upon such delivery and against a receipt if the Company shall so
require for the principal moneys payable in respect of the Notes to be redeemed the
Company shall pay to the Noteholder the amount payable to him in respect of such
redemption and such payment shall be made through a bank on behalf of the Company if
the Company shall think fit PROVIDED THAT if any Certificate(s) so delivered
to the Company includes any Notes not redeemable on the occasion on which it is so
delivered a fresh Certificate for the balance of the Notes not redeemable on that
occasion shall be issued free of charge to the Noteholder delivering such Certificate
to the Company.
	 
	2.2	 	If any Noteholder any part of whose Notes is liable to be repaid under these
Conditions shall fail or refuse to deliver up the Certificate(s) for such Notes at
the time and place fixed for repayment thereof or shall fail or refuse to accept
payment of the redemption or the repayment moneys payable in respect thereof the
moneys payable to such Noteholder shall be set aside by the Company and paid into a
separate interest bearing bank account and held by the Company in trust for such
Noteholder and such setting aside shall be deemed for all the purposes of these
Conditions to be a payment to such Noteholder and the Company shall thereby be
discharged from all obligations in connection with such Notes. If the Company shall
place the said moneys on deposit at a bank the Company shall not be responsible for
the safe custody of such




 









 











 9 





	 	 	moneys or for interest thereon except such interest (if any) as said moneys may
earn whilst on deposit less any expenses incurred by the Company in connection
therewith. Any such amount so paid or deposited which remains unclaimed after a
period of twelve years from the making of the payment in or deposit shall revert
to the Company notwithstanding that in the intervening period the obligations to
pay the same may have been provided for in the books accounts and other records of
the Company.
	 
	3.	 	Cancellation
	 
	 	 	ALL Notes repaid, prepaid, purchased or redeemed by the Company shall be
cancelled and the Company shall not be at liberty to keep the same of the purposes
of re-issue or to re-issue the same.
	 
	4.	 	Modification
	 
	 	 	THE provisions of this Instrument and the rights of the Noteholders may
from time to time be modified, abrogated or compromised in any respect with the
sanction of an Extraordinary Resolution of the Noteholders as defined in the
Instrument and with the consent of the Company.
	 
	5.	 	Further Issues
	 
	 	 	THE Instrument constituting the Notes makes provision for the Company to
make further issues of Unsecured Loan Notes so as to form a single issue with the
Notes constituted thereby.
	 
	6.	 	Transfer
	 
	 	 	THE Notes are registered and are not transferable without the prior
written consent of the Company. The Notes may not be transferred to or for the
account of any U.S. Person prior to the Season Date (as both such terms are
defined in the Instrument).
	 
	7.	 	Dealings
	 
	 	 	THE Notes shall not be capable of being dealt in on any Stock Exchange in
the United Kingdom or elsewhere and no application has been or will be made to any
Stock Exchange for permission to deal in or for an official or other quotation for
the Notes.
	 
	8.	 	Form and Status
	 
	 	 	THIS Note constitutes an unsecured obligation of the Company. The
Instrument pursuant to which this Note is issued does not contain any restrictions
on borrowing, charging or disposal of assets by the Company or any of its
subsidiaries.




 









 











 10 





	12.	 	Inspection
	 
	 	 	A copy of the Instrument shall be kept at the registered office of the
Company. A Noteholder and any person authorized by a Noteholder may at all
reasonable times during office hours inspect such copy.




 









 











 11 




THE SECOND SCHEDULE




PROVISIONS AS TO REGISTRATION, TRANSFER AND

OTHER MATTERS





	1.	 	Inspection
	 
	1.1	 	THE Company shall at all times keep at its registered office or at the
office of the Registrars of the Company a register showing (a) the names and
addresses of the holders for the time being of the Notes; (b) the amount of the Notes
held by every registered holder; (c) the date on which the name of every such
registered holder is entered in respect of the Notes standing in his name; and (d)
the serial number of each Certificate for the Notes issued and the date of issue
thereof. The Noteholders or any of them shall be at liberty at all reasonable times
during office hours to inspect the said register and to take copies of or extracts
from the same or any part thereof. The said register may be closed at such times and
for such times and for such periods as the Company may from time to time determine
provided it shall note be closed for more than thirty days in any year and during
such period the Company shall be under no obligation to register transfers of the
Notes.
	 
	1.2	 	Any change of name or address on the part of any holder of Notes shall forthwith be
notified by the holder to the Company and the Company shall alter the register
accordingly.
	 
	2.	 	Recognition of Noteholder as absolute owner
	 
	2.1	 	THE Company will recognize the registered holder of any Notes as the
absolute owner thereof and shall note (except as ordered by a court of competent
jurisdiction) be bound to take notice or see to the execution of any trust whether
express implied or constructive to which any Notes may be subjection and the receipt
of the registered holder for the time being of any Notes or in the case of joint
registered holders the receipt of any of them for the principal moneys payable in
respect thereof or for the interest from time tot time accruing due in respect
thereof or for any other moneys payable in respect thereof shall be a good discharge
to the Company notwithstanding any notice it may have whether express or otherwise of
the right title interest or claim of any other person to or in such Notes interest or
moneys. The Company shall not be bound to enter any notice of any trust whether
express implied on constructive on the register in respect of any Notes.




 









 











 12 





	3.	 	Exclusion of equities
	 
	 	 	EVERY Noteholder will be recognized by the Company as entitled to his
Notes free from any equity set-off or cross-claim on the party of the
Company against the original or any intermediate holder of the Notes.
	 
	4.	 	Transferability of Notes
	 
	 	 	THE Notes are, subject to Condition 6 as endorsed on the Notes,
transferable by instrument in writing in the usual common form (or in
such other form as the Directors of the Company may approve) in
amounts and multiples of US $1. There shall not be included in any
instrument of transfer any Notes other than the Notes constituted by
the Instrument.
	 
	5.	 	Execution of Transfers
	 
	 	 	EVERY instrument of transfer must be signed by the transferor and the
transferor shall be deemed to remain the owner of the Notes to be
transferred until the name of the transferee is entered in the
register in respect thereof.
	 
	6.	 	Registration of Transfers
	 
	 	 	EVERY instrument of transfer must be left for registration at the
registered office of the Company or if different the place where the
register of the Notes shall for the time being be kept accompanied by
the Certificate(s) of the Notes to be transferred together with such
other evidence as the Directors or other officers of the Company
authorized to deal with transfers may require to prove the title of
the transferor or his right to transfer the Notes and if the
instrument of transfer is executed by some other person on his behalf
the authority of that person to do so. All instruments of transfer
which shall be registered may be retained by the Company. No transfer
shall be registered of Notes in respect of which a Notice of Repayment
has been given.
	 
	7.	 	No fees for registration of Transfers
	 
	 	 	NO fee shall be charged for the registration of any transfer or for
the registration of any probate letters of administration certificate
of marriage or death power of attorney or other documents relating to
or affecting the title to any Notes.
	 
	8.	 	Recognition of personal representatives
	 
	 	 	THE executors or administrators of a deceased registered holder of
Notes (not being one of several joint registered holders) and in the
case of death of one or more of several joint registered holders the
survivor or survivors of such joint registered holders shall be the
only person or persons recognized by the Company as having any title
to such Notes.




 









 











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	9.	 	Transmission of Notes
	 
	 	 	ANY person becoming entitled to any of the Notes in consequence of the
death or bankruptcy of any holder of such Notes or of any other event
giving rise to the transmission of such Notes by operation of law may
upon producing evidence that he sustains the character in respect of
which he proposes to act under this condition or of his title as the
Directors shall think sufficient be registered himself as the holder
of such Notes or subject to the preceding conditions as to transfer
may transfer such Notes. The Company shall be at liberty to retain
any payments paid upon any such Notes which any person under this
provision is entitled to transfer until such person shall be
registered or shall duly transfer the Notes.
	 
	10.	 	Payment of principal
	 
	 	 	THE principal amount of the Notes (or any part thereof) may be paid by
cheque or warrant made payable to the order of and sent to the
registered address of the holder or in the case of joint registered
holders made payable to the order of and sent to the registered
address of that one of the joint registered holders who is first named
on the register or made payable to the order of such person and sent
to such address as the registered holder or all of the joint
registered holders may in writing direct. Every such cheque or
warrant may be sent through the post at the risk of the registered
holder or joint registered holders and payment of the cheque or
warrant shall be a satisfaction of the money represented thereby. All
payments of principal to be made by the Company will be made after any
deductions for or on account of any present or future taxation
required to be deducted therefrom.
	 
	11.	 	Receipt of Joint Holders
	 
	 	 	IF, several persons are entered in the resister as joint registered
holders of any Notes then without prejudice to the last preceding paragraph the
receipt of any one of such persons for any principal or other moneys payable in
respect of such Notes shall be as effective a discharge to the Company as if the
person signing such receipt were the sole registered holder of such Notes.
	 
	12.	 	Replacement of Certificates
	 
	 	 	IF the Certificate for any Notes is lost defaced or destroyed it may be
renewed on such terms (if any) as to evidence and indemnity as the Directors may
require but so that in the case of defacement the defaced Certificate shall be
surrendered before the new Certificate is issued.
	 
	13.	 	Notice to the Noteholders
	 
	 	 	ANY notice or other document (including Certificates for Notes) may be
given or sent to any Noteholder by sending the same by post in a pre-paid letter
addressed to such Noteholder at his registered address. In the case of joint
registered holders of any Notes a notice given to the Noteholder whose name stands
first in the register in respect of such Notes shall be sufficient notice to all
joint holders. Notice may be given to the persons entitled to any Notes in
consequence of the death or bankruptcy of any Noteholder by sending the same by
post in a pre-paid envelope addressed to them by name or by the title of the
representative or trustees of such holder at the address (if any) supplied for the
purpose by such persons or (until such address is supplied) by giving notice in
the manner in which it would have been given if the death or bankruptcy had not
occurred.




 









 











 14 





	14.	 	Notice to the Company
	 
	 	 	ANY notice or other document (including Certificates for Notes and
transfers of Notes) may be given or sent to the Company by sending the same by
post in a pre-paid letter addressed to the Company at its registered office or
such other address as the Company may from time to time notify the Noteholders.
	 
	15.	 	Service of Notices
	 
	 	 	ANY notices given or document sent by post shall be deemed to be served or
received at the expiration of seventy-two hours after the time when it is posted
and in proving such service or receipt it shall be sufficient to prove that the
envelope containing the notice or document was properly addressed, stamped and
posted.




 









 











 15 




THE THIRD SCHEDULE




PROVISIONS FOR MEETINGS OF THE NOTEHOLDERS





	1.	 	Calling of meetings
	 
	 	 	THE Company may at any time and shall upon the request in writing signed
by the registered holders of not less than one-tenth in nominal value of the Notes
for the time being outstanding convene a meeting of the Noteholders to be held at
such place as the Company shall determine.
	 
	2.	 	Notice of meetings
	 
	 	 	AT least fourteen or in the case of a meeting convened for the purpose of
passing an Extraordinary Resolution at least twenty-one clear days’ notice
specifying the place day and hour of meeting shall be given to the Noteholders of
any meeting of Noteholders in the manner hereinbefore provided. Any such notice
shall specify the general nature of the business to be transacted at the meeting
hereby convened but except in the case of a resolution to be proposed as an
Extraordinary Resolution it shall not be necessary to specify the terms of any
resolutions to be proposed. The non-receipt of notice by or the accidental
omission to give notice to any Noteholder shall not invalidate any resolution
passed at any such meeting.
	 
	3.	 	Chairman of meetings
	 
	 	 	A person nominated by the Company shall be entitled to take the chair at
any such meeting and if no such nomination is made or if at any meeting the person
nominated shall not be present within fifteen minutes after the time appointed for
holding the meeting the Noteholders present shall choose one of their number to be
Chairman. The Directors and the Secretary of the Company and any other person
authorized in that behalf by the Directors may attend at any such meetings.
	 
	4.	 	Quorum at meetings
	 
	 	 	AT any such meeting convened for any purpose other than the passing of an
Extraordinary Resolution persons holding or representing by proxy one-tenth in
principal amount of the Notes for the time being outstanding shall form a quorum
for the transaction of business. At any meeting convened for the purpose of
passing an Extraordinary Resolution persons (at least two in number) holding or
representing by proxy a clear majority in principal amount of the Notes for the
time being outstanding shall form a quorum. No business (other than the choosing
of a Chairman) shall be transacted at any meeting unless the requisite quorum be
present at the commencement of business.
	 
	5.	 	Absence of quorum
	 
	 	 	IF within fifteen minutes from the time appointed for any meeting of the
Noteholders a quorum is not present the meeting shall if convened upon the
requisition of the Noteholders be dissolved. In any other case it shall stand
adjourned to such day and time (being not less than fourteen days thereafter) and
to such place as may be appointed by the Chairman and at such adjourned meeting
the Noteholders present in person or by proxy and entitled to vote whatever the
principal amount of the Notes held by them shall form a quorum and shall have
power to pass any Extraordinary Resolution or other resolution and to decide upon
all matters which could properly have been disposed of at the meeting from which
the adjournment took place.




 









 











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	6.	 	Notice of adjourned meetings
	 
	 	 	NOTICE of any adjourned meeting at which an Extraordinary Resolution is to
be submitted shall be given in manner provided by these presents and such notice
shall state that the Noteholders present in person or by proxy at the adjourned
meeting will form a quorum.
	 
	7.	 	Adjournment of meetings
	 
	 	 	THE Chairman may with the consent of (and shall if directed by) any such
meeting adjourn the same from time to time and from place to place but no business
shall be transacted at any adjourned meeting except business which might lawfully
have been transacted at the meeting from which the adjournment took place.
	 
	8.	 	Resolution on show of hands
	 
	 	 	EVERY question submitted to a meeting of Noteholders shall be decided in
the first instance by a show of hands and in case of any equality of votes the
Chairman shall both on a show of hands and on a poll have a casting vote in
addition to the vote or votes (if any) to which he may be entitled as a Noteholder
or as a duly appointed proxy.
	 
	9.	 	Demand for poll
	 
	 	 	AT any meeting of Noteholders unless (before or on the declaration of the
result of the show of hands) a poll is demanded by the Chairman or by one or more
Noteholders present in person or by proxy and holding or representing in the
aggregate not less than one-twentieth in nominal value of the Notes then
outstanding a declaration by the Chairman that a resolution has been carried or
carried by a particular majority or lost or not carried by any particular majority
shall be conclusive evidence of the fact.
	 
	10.	 	Manner of taking poll
	 
	 	 	IF at any such meeting a poll is so demanded it shall be taken in such
manner as the Chairman may direct and the result of such poll shall be deemed to
be the resolution of the meeting at which the poll was demanded. The demand for a
poll may be withdrawn.
	 
	11.	 	Time for taking poll
	 
	 	 	ANY poll demanded at any such meeting on the election of a Chairman or on
any question of adjournment shall be taken at the meeting without adjournment. A
poll demanded on any other question shall be taken at such time and place as the
Chairman may direct. No notice need be given of a poll not take immediately. The
demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded.
	 
	12.	 	THE registered holders of any of the Notes or in the case of joint holders
any one of them shall be entitled to vote in respect thereof either in person or by
proxy and in the latter case as if such joint holder were solely entitled to such
Notes. If more than one of such joint holders be present at any meeting either
personally or by proxy the vote of the senior who tenders a vote (seniority being
determined by the order in which the joint holders are named in the register) shall
be accepted to the exclusion of the votes of the other joint holders.
	 
	13.	 	EVERY instrument appointing a proxy must be in writing signed by the
appointor or his attorney or in the case of a corporation under its common seal or
signed by its attorney or a duly authorized officer and shall be in such form as the
Directors may approve. Such




 









 











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	 	 	instrument of proxy shall unless the contrary is stated thereon be valid as well
for an adjournment of the meeting as for the meeting to which it relates and need
not be witnessed. A person appointed to act as a proxy need not be a Noteholder.
	 
	14.	 	Deposit of instrument appointing proxy
	 
	 	 	THE instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed or a notarially certified or office
copy of such power or authority shall be deposited at such place or places as the
Company may in the notice of meeting direct or if no such place is specified then
at the registered office of the Company not less than forty-eight hours before the
time appointed for holding the meeting or adjourned meeting or the taking of a
poll at which the person named in such instrument proposes to vote and in default
the instrument of proxy shall not be treated as valid. A vote given in accordance
with the terms of an instrument appointing a proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the instrument of
proxy or of the authority under which the instrument of proxy is given or transfer
of the Notes in respect of which it is given unless previous intimation in writing
of such death insanity revocation or transfer shall have been received at the
registered office of the Company. No instrument appointing a proxy shall be valid
after the expiration of twelve months from the date named in it as the date of its
execution.
	 
	15.	 	Votes
	 
	 	 	ON a show of hands every Noteholder who (being an individual) is present
in person or (being a corporation) is present by a representative or by one of its
officers as its proxy shall have one vote and on a poll every Noteholder present
in person or by proxy shall have one vote for every US$1 in nominal amount of the
Notes of which he is the holder. A Noteholder entitle to more than one vote need
not use all his votes or cast all the votes he uses in the same way.
	 
	16.	 	Powers of meetings of Noteholders
	 
	 	 	A meeting of the Noteholders shall in addition to any other powers have
the following powers exercisable by Extraordinary Resolution namely:-






	 	(a)	 	Power to sanction any compromise or arrangement proposed to be made
between the Company and the Noteholders;
	 
	 	(b)	 	power to sanction any abrogation modification or compromise or any
arrangement in respect of the rights of the Noteholders against the Company
or its property whether such rights shall arise under these presents or
otherwise;
	 
	 	(c)	 	power to sanction any scheme for the reconstruction of the Company
or for the amalgamation of the Company with any other company;
	 
	 	(d)	 	power to sanction any scheme or proposal for the sale or exchange of
the Notes for or the conversion of the Notes into shares stock debentures
debenture stock or other obligations or securities of the Company or any
other company formed or to be formed or cash or partly for or into such
shares stock debentures debenture stock or other obligations or securities as
aforesaid an partly for or into cash and for the appointment of some person
with power on behalf of the Noteholders to execute an instrument of transfer
of the Notes held by them in favour of the person to or with whom the Notes
are to be sold or exchanged respectively;




 









 











 18 





	 	(e)	 	power to assent to any modification or abrogation of the provisions
contained in these presents which shall be proposed by the Company and to
authorize the Company to execute an instrument supplemental to this
Instrument embodying any such modification or abrogation;
	 
	 	(f)	 	power to give any authority or sanction which under the provisions
of this Instrument is required to be given by Extraordinary Resolution.






	17.	 	Extraordinary Resolution binding all Noteholders
	 
	 	 	AN Extraordinary Resolution shall be binding upon all the Noteholders
whether present or not present at such meeting and each of the Noteholders shall
be bound to give effect thereto accordingly and the passing of any such resolution
shall be conclusive evidence that the circumstances justify the passing thereof
the intention being that it shall test with the meeting to determine without
appeal whether or not the circumstances justify the passing of such resolution.
	 
	18.	 	Definition of Extraordinary Resolution
	 
	 	 	THE expression “Extraordinary Resolution” means a resolution passed at a
meeting of the Noteholders duly convened and held in accordance with the
provisions herein contained by a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands and if a poll is
demanded then by a majority consisting of not less than three-fourths of the votes
given on such poll.
	 
	19.	 	Resolutions in Writing
	 
	 	 	A resolution in writing signed by the holders of at least 95 percent, in
nominal amount of the Notes for the time being outstanding who are for the time
being entitled to receive notice of meetings in accordance with the provisions
herein contained shall for all purposes be as valid and effectual as an
Extraordinary Resolution. Such resolution in writing may be contained in one
document or in several documents in like form each signed by one or more of the
Noteholders.
	 
	20.	 	Minutes of Meetings
	 
	 	 	MINUTES of all resolutions and proceedings at every such meeting as
aforesaid shall be made and duly entered in books to be from time to time provided
for that purpose by the Company and any such Minutes if purporting to be signed by
the Chairman of the meeting at which such resolutions were passed or (proceedings
had) or by the Chairman of the next succeeding meeting of the Noteholders shall be
conclusive evidence of the matters therein contained and until the contrary is
proved every such meeting in respect of the proceedings of which Minutes have been
made shall be deemed to have been duly convened and held and all resolutions
passed thereat to have been duly passed.





	 	 	 	 	 
	 	FUEL TECH N.V.

 	 
	 	By:  	J.A. De Havilland
 	 
	 	 	Name:  	J.A. De Havilland 	 
	 	 	Title:  	Director