EXHIBIT 10.1


 


FRAMEWORK
AGREEMENT FOR CREDIT PRODUCTS


between


 


L. Kellenberger & Co. AG Maschinenfabrik,
St. Gallen, 

Heiligkreuzstrasse 28, 9008 St. Gallen


(hereinafter referred to as “the
Borrower”)


 


and


 


CREDIT SUISSE


Mailing address: P.O. Box
564, 9001 St. Gallen


Contact address: St.
Leonhardstrasse 3, 9000 St. Gallen


(the lender, hereinafter
referred to as the “Bank”)


 


	
  Amount of
  Credit Facility

  	
   

  	
  CHF
  7’500’000.00

  
	
   

  	
   

  	
   

  
	
  Utilization

  	
   

  	
  This credit facility can be
  used as follows

   

  ·                  as
  margin cover for over-the-counter (OTC) trades concluded by the Bank up to
  the total amount of CHF 7’500’000.00 with
  maximum terms of 12 months

   

  ·                  as a
  guarantee limit up to the total amount of CHF 7’500’000.00

   

  ·                  as a
  documentary credit limit up to the total amount of CHF 7’500’000.00

   

  The Bank reserves the right
  to refuse individual transactions relating to the credit products above.

  
	
   

  	
   

  	
   

  
	
  OTC Forex Transactions

  	
   

  	
  Prior to concluding an “OTC
  forex transaction” the Bank may request that the Swiss master agreement for
  over-the-counter (OTC) derivatives (“OTC master agreement”) be agreed between
  the Borrower and the Bank in legally binding fashion.

   

  There is, however, no
  obligation on the part of the Bank to enter into any “OTC forex transactions”
  (cf. “OTC master agreement”).

   

  The “OTC master agreement”
  also applies to any other “OTC derivatives” which are concluded independently
  of and outside the scope of this framework agreement between the Bank and the
  Borrower.

  
	
   

  	
   

  	
   

  
	
  Interest
  Rate

  	
   

  	
  All debits to an account of
  the Borrower (see “Debiting of Accounts” below) that lead to a negative
  balance of account will incur interest payable by the Borrower from the date
  of the debit.

   

  The interest rate is
  determined by the Bank based, among other things, on the prevailing money and
  capital market conditions and 

  



 


1

















 


	
   

  	
   

  	
  the Bank’s risk assessment
  of the Borrower.

   

  The Bank may at any time and
  with immediate effect adjust the interest rate without any separate notice to
  reflect changes in the money and capital market conditions and/or changes in
  the Bank’s risk assessment. 

  
	
   

  	
   

  	
   

  
	
  Commissions

  	
   

  	
  For the utilization of the
  loan in the form of a current account overdraft, a credit commission is
  payable by the Borrower as of the end of each quarter, in the amount of 0.25%
  per quarter on the average outstanding loan amount.

   

  For the
  contingent liabilities (e.g. guarantees,
  documentary credits and bills of exchange) the
  commissions fixed by the Bank are owed.

  
	
   

  	
   

  	
   

  
	
  Special Costs

  	
   

  	
  All costs that the Bank
  incurs on the basis of the present Framework Agreement and the associated
  loan arrangements, including any contingent liabilities of the Bank, among
  others from pursuing or defending its rights, shall be met by the Borrower at
  the Bank’s first request.

  
	
   

  	
   

  	
   

  
	
  Financial Ratios

  	
   

  	
  Adherence to the
  following financial ratios is mandatory:

   

  Minimum Equity

  The minimum equity means, (share capital, plus reserves, plus
  retained earnings, minus long term intercompany accounts, minus other
  intercompany accounts except intercompany trade accounts) must at no time
  fall below 35% of the balance sheet total assets (according to the auditors’
  report in accordance with Swiss Auditing Standards) during the entire term of
  the credit relationship. The ratio resulting from minimum equity divided by
  total assets.

  
	
   

  	
   

  	
   

  
	
  Borrower’s
  Affirmative Obligations

  	
   

  	
  ·                  Obligation
  to Provide Information

  The Borrower will inform the Bank without delay, of current business
  developments and significant changes in its management and in its direct
  and/or indirect ownership/control as well as other significant changes that
  could influence the Borrower’s financial situation.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In particular, the Borrower will submit the following documents to the
  Bank:

   

  ·
  Quarterly:

  ·                  Statements
  including income statement, bookings and actual backlog of the Borrower not
  later than 60 days after the end of each quarter

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·
  Annually:

  ·                  Annual
  report including balance sheet, profit and loss statement as well as
  appendices and auditor’s report of the Borrower within six months after the
  end of each financial year

  



 


2

















 


	
   

  	
   

  	
  ·                  Budget
  figures, including the capital expenditure budget of the Borrower within the
  first month of the budget year

  ·                  Group financial
  statements of Hardinge Inc. with auditors’ report within six months after the
  end of each financial year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·                  Pari
  Passu

  
	
   

  	
   

  	
  The Borrower undertakes to provide collateral for its current and
  future obligations vis-à-vis third parties in their favour only if the
  Borrower simultaneously provides the same collateral, or collateral accepted
  by the Bank as equivalent, for all current and future obligations under this
  framework agreement.

  
	
   

  	
   

  	
   

  
	
  Borrower’s Negative
  Obligations

  	
   

  	
  ·                  Negative Pledge Clause

  The Borrower
  undertakes, to the extent permitted by law, to refrain from providing new or
  additional collateral in favour of a third party to secure existing or future
  liabilities of the Borrower or a third party except cash credits up to an
  amount of CHF 3’000’000.00 secured by charges on real estate.

  
	
   

  	
   

  	
   

  
	
  Late
  Payment

  	
   

  	
  The Borrower will be in
  default with immediate effect, without any reminder by the Bank, if he/she/it
  fails to fulfil a payment obligation under this framework agreement and/or
  any agreements based on the framework agreement when it falls due.

   

  In the event of late
  payment, the Bank is entitled to increase the interest rate by 2% p.a. as of
  the due date, in case of a current account overdraft calculated on the
  outstanding amount(s), but in any case to charge a minimum rate of 5% p.a.

  
	
   

  	
   

  	
   

  
	
  Ordinary
  Termination

  	
   

  	
  ·                  Framework
  agreement

  This framework agreement may be terminated by either party at any time
  with immediate effect.

   

  Upon termination of the framework agreement, all limits and other
  utilization options under this framework agreement lapse.

   

  Where legally permissible, the Bank may, at its discretion, give early
  notice on or terminate any of its contingent liabilities into which it has
  entered.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A credit limit, in particular a current account overdraft, may be
  terminated or reduced by either party at any time with immediate effect.

  
	
   

  	
   

  	
   

  
	
  Debiting of
  Accounts

  	
   

  	
  All payments by the Bank on
  the basis and as a result of the obligations that it has entered into by
  virtue of this framework agreement will be debited to an account of the
  Borrower. Any negative balance of account resulting therefrom as well as any
  interest (see “Interest” above), shall become immediately due and payable by
  the Borrower at any time.

  



 


3

















 


	
  Release
  from Contingent Liabilities/Cash Cover  

  	
   

  	
  If this framework agreement
  and/or a credit line for contingent liabilities is terminated, the Bank is
  entitled to request the Borrower to release it from its current contingent
  liabilities (e.g. by discharge) within 30 calendar days of the termination.

   

  If the Bank cannot or can
  only be partially released from the liability within the above deadline or if
  a release of the Bank in full is proven to be impossible from the outset, the
  Borrower is obliged to pay the total countervalue of the outstanding contingent
  liabilities plus the interest, commissions, fees, expenses and other costs
  specified by the Bank in Swiss francs to an account designated by the Bank at
  the Bank’s first demand, to the preclusion of any protests or objections.
  Upon payment into this account, the corresponding account credit shall be
  deemed to have been pledged to the Bank by the Borrower to indemnify the Bank
  against any recourse based on the existing contingent liabilities.

  
	
   

  	
   

  	
   

  
	
  Early
  Termination

  	
   

  	
  Upon the occurrence of one
  of the following events, the Bank is entitled at any time to declare all
  credit products with an agreed notice period granted under this framework
  agreement, plus all accrued interest, commission and fees, to be immediately
  due and payable, on an accelerated basis:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·                  the
  Borrower is more than 30 calendar days in default on an interest payment or a
  repayment of principal;

  ·                  the
  Borrower has breached any other obligation under this framework agreement
  and/or under any agreements based hereon and has failed or was unable to
  restore the proper contractual situation within 30 calendar days after
  written notice from the Bank;

  ·                  the
  credit facility is used for a purpose other than the purpose mentioned above
  under “Purpose of Credit Facility”;

  ·                  bankruptcy
  proceedings have been instituted against the Borrower or a third party
  providing collateral, one of them has been granted a debt restructuring
  moratorium or deferral of bankruptcy, or one of them has concluded a judicial
  or extrajudicial debt restructuring agreement;

  ·                  there
  has been a change in direct or indirect ownership/control in respect of the
  Borrower to the extent of 50 % ownership/control except for internal
  restructuring actions within Hardinge Inc.;

  ·                  there
  has been a change in direct or indirect ownership/control in respect of
  Hardinge Inc. to the extent of 50% ownership/control;

  ·                  owing
  to default and/or maturity clauses, another loan or similar obligation
  entered into by the Borrower has been terminated early;

  ·                  in
  the Bank’s view, the Borrower’s asset and/or revenue situation has
  deteriorated significantly;

  



 


4

















 


	
   

  	
   

  	
  ·                  the
  auditor’s report contains a material qualification.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank is entitled at its
  discretion to declare an acceleration of the due date of the loan, either
  immediately or at a later point in time.

  
	
   

  	
   

  	
   

  
	
  Credit Risk Hedging

  	
   

  	
  In order for the Bank to directly
  or indirectly insure or hedge credit risk arising from this credit
  relationship or collateral underlying the credit, the Bank may, at any time,
  disclose data and information associated with the credit relationship and the
  credit risk evaluation required for buying credit protection or credit
  insurance from a third party. Such hedging and insurance transactions do not entail a transfer of all
  or any part of this credit relationship or its servicing to a third party.

   

  Data and information may be disclosed to third parties in Switzerland or
  abroad, namely to hedging or insurance providers, such as banks, financial
  institutions, credit insurers, hedge funds or to other entities offering
  credit protection.
  In the context of such hedging transactions
  data and information may also be disclosed to other parties involved within
  the scope of such hedging or insurance transactions, such as rating agencies.

   

  These third parties shall be
  obliged to keep such transferred data and information confidential and to
  handle it securely which is subject to the local legal and regulatory
  provisions governing secrecy and data protection obligations.

  
	
   

  	
   

  	
   

  
	
  Additional
  Agreements and Special Contractual Terms

  	
   

  	
  The additional agreements
  that must be concluded or have already been concluded in accordance with the
  terms of this framework agreement and the agreed loan products (including the
  special contractual terms applicable to the individual loan products) form an
  integral part of this framework agreement.

  
	
   

  	
   

  	
   

  
	
  General
  Conditions

  	
   

  	
  The Bank’s “General
  Conditions including the Safe Custody Regulations” supplement this framework
  agreement.

  
	
   

  	
   

  	
   

  
	
  Place of
  Performance

  	
   

  	
  The place of performance is
  the location of the Swiss branch of the Bank with which the Borrower has a
  contractual relationship. For Borrowers whose present or future domicile is
  outside Switzerland, the place of performance is also the place of debt
  enforcement (“special domicile” as defined in Art. 50 par. 2 of the Federal
  Law on Debt Collection and Bankruptcy).

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law and Place of Jurisdiction

  	
   

  	
  This framework agreement and
  the agreements based on this framework agreement are subject to and shall be
  construed in accordance with Swiss law.

   

  The Borrower recognizes the
  exclusive jurisdiction of the courts of Zurich
  or of the location of the branch of the Bank with which the contractual
  relationship exists. The Bank also has the right to bring legal action
  against the Borrower before any other competent court.

  



 


5

















 


	
  Issuance/Signing
  of Agreement

  	
   

  	
  This framework agreement is
  being issued and signed in duplicate. The Borrower and the Bank shall each
  receive one specimen hereof.

   

  This framework agreement
  replaces the Framework Agreement For Loans dated 12.12.2008, but shall not
  effect any novation of the Borrower’s existing debts as defined in Art. 116
  of the Swiss Code of Obligations.

  



 


 


	
  CREDIT SUISSE

  	
   

  	
   

  	
   

  	
  L. Kellenberger & Co. AG

  
	
   

  	
   

  	
   

  	
   

  	
  Maschinenfabrik, St. Gallenn

  
	
   

  	
   

  	
   

  	
   

  	
  [Borrower’s
  name/company name as per commercial register]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Armin Signer

  	
   

  	
  /s/ Christian Peters

  	
   

  	
  /s/ Peter Huersch

  
	
  Armin Signer

  	
   

  	
  Christian Peters

  	
   

  	
  Peter Huersch

  
	
   

  	
   

  	
   

  	
   

  	
  Borrower’s
  signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Zürich, 12. August 2009

  	
   

  	
   

  	
   

  	
  St. Gallen, 20
  August 2009

  
	
   

  	
   

  	
   

  	
   

  	
  Place and date

  



 


 


“General Conditions including
Safe Custody Regulations”


 


6
















 


General Conditions


 


These General Conditions govern the relationship between Credit Suisse
AG (hereinafter referred to as Bank) and its clients subject to any special
agreement and the established rules of banking practice. For the sake of
clarity, the Bank uses only masculine pronouns in its forms. These are to be
understood as including both sexes.


 


Art. 1 Identity check


The Bank undertakes to check carefully the identity of its clients and
their authorised agents. The client is liable for any damage resulting from
failure to recognise falsifications or incorrect identification provided that
the Bank has exercised the degree of due care usual in banking transactions.


 


Art. 2 Legal incapacity


The client is liable for any damage resulting from his incapacity to act
provided that such incapacity to act was not apparent to the Bank on exercising
the degree of due care usual in banking transactions. The client is liable in
all cases for any damage or loss resulting from incapacity on the part of his
authorised agent or other third party.


 


Art. 3 Communications from the Bank


Communications from the Bank are deemed to have been duly transmitted if
sent to the last address supplied to the Bank by the client.


 


Art. 4 Errors in transmission


Damage resulting from the use of postal services, fax, telephone, telex,
e-mail and other means of communication or transport, such as from loss, delay,
misunderstandings, mutilation or duplicate dispatch is to be borne by the
client provided that the Bank has exercised the degree of due care usual in
banking transactions.


 


Art. 5 Defective execution of instructions


In the event of damage resulting from the defective execution, late
execution or non-execution of instructions (with the exception of instructions
relating to stock exchange transactions), the Bank’s liability is limited to an
amount equal to the loss of interest, unless its attention has been expressly
directed to the risk of more extensive damage at the time of and in respect of
such instructions.


 


Art. 6 Saturday an official holiday


In business transactions with the Bank, Saturday shall be treated as an
official Bank holiday.


 


Art. 7 Complaints


Complaints by a client relating to the execution of instructions as well
as to other communications must be lodged immediately upon receipt of the
communication concerned and at the latest within the particular period
specified by the Bank. If the Bank fails to send a communication which the
client expects, the client must nevertheless lodge his complaint as if he had
received the communication by ordinary mail. Any damage arising from delay in
making a complaint is to be borne by the client. Objections concerning account
or safekeeping account statements must be submitted within one month of
receipt. Upon expiry of this period the statement is deemed to have been
approved.


 


Art. 8 Right of lien and set-off


The Bank has a right of lien on all assets it holds for the account of a
client whether in its own custody or placed elsewhere and a right of set-off as
regards all funds credited to a client’s account in respect of all claims which
the Bank may have against the client, irrespective of the due dates of such
claims or currencies in which they are expressed. Immediately upon default by
the client the Bank shall be entitled to dispose, either by forced sale or in
the open market, of any assets over which it has a right of lien.


 


Art. 9 Accounts


The Bank reserves the right to alter its interest and commission rates
at any time, e.g. in the event of changes in market conditions and to advise
the client of such change in writing or by other suitable means. No deductions
are allowed from interest and commissions due to the Bank. Any expenses, taxes
or other charges are to be borne by the client. If the client gives several
instructions, the total amount of which exceeds his available balance, the Bank
will decide at its discretion which of the instructions to carry out, in whole
or in part, irrespective of the date they bear or the date of their receipt by
the Bank.


 


Art. 10 Accounts in foreign currencies


The Bank’s assets corresponding to the client’s credit balances in
foreign currency are held in the same currency in or outside of the country
whose currency is involved. The client bears proportionately to his share all
the economic and legal consequences which, as a result of measures taken by the
country in question, affect all the Bank’s assets in the country of the
currency or in the country where the funds are invested. The obligations of the
Bank arising from accounts in foreign currencies will be discharged exclusively
at the place of business of the branches or offices at which the accounts in
question are held solely through the establishment of a credit entry at a Bank
branch, a correspondent bank or a bank nominated by the client in the country
of the currency.


 


7

















 


Art. 11 Drafts, cheques and other instruments


The Bank reserves the right to debit the client’s account with unpaid
drafts, cheques or other instruments, previously credited or discounted.
Pending the settlement of any outstanding debit balance, the Bank retains a
claim to payment of the total amount of the draft, cheque or similar instrument,
plus related claims against any party liable under the instrument, whether such
claims emanate from the instrument or exist for any other legal reason.


 


Art. 12 Termination of business relationship


The Bank or the client may terminate the business relationship at any
time and at either’s own discretion. The Bank may in particular cancel credit
facilities at any time and demand repayment of debts without notice.


 


Art. 13 Outsourcing of operations


The Bank reserves the right to outsource, in whole or in part, certain
areas of business (e.g. funds transfer and securities operations).


 


Art. 14 Applicable law and venue for legal proceedings
All legal relations between the client and the Bank are governed by Swiss law.
The exclusive venue for any kind of legal proceedings is Zurich or the place of
business of the Swiss branch of the Bank with which the contractual
relationship exists. The Bank also reserves the right to take legal action
against the client before any other competent court.


 


Art. 15 Bank customer secrecy


All agents, employees and representatives of the Bank are obliged by law
to treat the business transactions of the client with confidentiality. The
client releases the Bank from its obligation to secrecy in so far as this is
necessary to safeguard the legitimate interests of the Bank: 0  in the case of legal
proceedings against the Bank initiated by the client 0  to secure claims of the Bank
and enable it to make use of securities of the client or third parties 0  to collect claims by the Bank
against the client 0  in the case of client
accusations against the Bank in public or to the authorities in Switzerland or
abroad 0  to the extent the terms applying to
transactions in foreign securities or rights demand disclosure. All legal
obligations imposed upon the Bank to disclose information are expressly
reserved.


 


Art. 16 Amendments to the General Conditions


The Bank reserves the right to amend the General Conditions at any time.
The client will be notified in writing or by other suitable means.


 


8

















 


Safe Custody Regulations


General Provisions


 


Art.1 Validity


These Safe Custody Regulations shall apply, in addition to the General
Conditions of the Bank, to all assets and other objects of value (hereinafter
called “Safe Custody Assets”) accepted by the Bank for safe custody. These
Regulations shall be supplementary to any special contractual agreements or
special regulations for special safe custody accounts.


 


Art. 2 Acceptance of Safe Custody Assets


The Bank will accept a) securities for safe custody and administration,
as a rule in open safekeeping accounts b)
precious metals for safe custody, as a rule in open safekeeping accounts c) money market and capital market
investments not issued in the form of securities for entry and administration
in open safekeeping accounts d)
documents of title or documents evidencing entitlements for safe custody, as a rule in
open safekeeping accounts e)
valuables and other  ppropriate objects
for safe custody, as a rule in sealed
safe deposit arrangements. Separate regulations shall apply to
sealed safe deposit arrangements. The Bank may refuse to accept Safe Custody
Assets without stating any reasons.


 


Art. 3 Verification of Safe Custody Assets


The Bank may verify Safe Custody Assets delivered to the Bank by the
depositor or by third parties for the account of the depositor for authenticity
and blocking or freezing notifications, without thereby assuming any liability
for such verification. In particular, the Bank shall be obliged to undertake
administrative acts only after such verification is completed. Accordingly, the
Bank shall not be obliged during the verification period to execute any sales
orders or other transactions in which the assets must be released to a third
party against payment. The Bank shall undertake the verification of the Safe
Custody Assets in accordance with the resources and documents at its disposal.
Foreign Safe Custody Assets may be given to the depository or another suitable
agent in the relevant country for verification.


 


Art. 4 Book-entry securities with a similar function as
securities


Certificated Securities and book-entry securities with a similar
function for which no physical certificates are issued shall be treated the
same. The rules on commission (art. 425 et seq. Swiss Code of  bligations) shall apply to the relationship
between the depositor and the Bank.


 


Art. 5 Duty of due Care of the Bank


The Bank shall exercise the same degree of due care in safeguarding the
Safe Custody Assets as if such assets were the property of the Bank.


 


Art. 6 Delivery and disposal of the Safe Custody Assets


The depositor may at any time, subject to notice periods and provisions
of the law as well as pledges, charges, liens, rights of retention or set-off
and other similar entitlements of the Bank, demand that the Safe Custody Assets
be delivered to him or put at his disposal. The usual time to effect delivery
in the market concerned must be observed. The Safe Custody Assets shall be
transported or dispatched for the account and at the risk of the depositor. If
no instructions are received from the depositor, the Bank may insure and
declare the value of the Safe Custody Assets at its own discretion.


 


Art. 7 Remuneration of the Bank


The remuneration of the Bank shall be calculated according to the fee
tariff in force at the time. The Bank reserves the right to change the fee
tariff at any time. Changes shall be notified to the depositor in an
appropriate manner.


 


Art. 8 Duration of the Agreement


The Agreement shall generally be for an indefinite period The legal
relationships established by these Regulations shall not lapse upon the death,
incapacity or bankruptcy of the depositor.


 


Art. 9 Amendments to the Safe Custody Regulations


The Bank may amend the Safe Custody Regulations at any time. Amendments
shall be notified to the depositor in writing or another appropriate manner.


 


Special Provisions for


Open Safekeeping Accounts


 


Art. 10 Form of safekeeping


The Bank is explicitly authorised to deposit Safe Custody Assets with
third parties in its own name but for the account and at the risk of the
depositor. Unless instructed to the contrary, the Bank is also authorised to
hold the Safe Custody Assets in collective deposit according to their type or
to deposit them with a central collective


 


9

















 


depository. Depositors shall have a right of co-ownership based on the
ratio of Safe Custody Assets deposited by them to all Safe Custody Assets in
the collective depository, provided that the collective depository is in
Switzerland. This does not include Safe Custody Assets which, because of their
form or for other reasons, have to be kept separately in safe custody. Safe
Custody Assets held abroad shall be subject to the laws and customs of the
place of deposit. If the applicable law of the foreign country renders it difficult
or impossible for the Bank to return assets deposited abroad or to transfer the
proceeds from the sale of such assets, then the Bank shall only be obliged to
procure for the depositor a claim for the return of property or payment of the
sums involved, provided that such a claim exists and is assignable. Safe
Custody Assets in registered form may be registered in the name of the
depositor. The depositor hereby accepts the disclosure of its name to the third
party depository. Alternatively the Bank may register the assets in its own
name or in the name of a third party, in either case for the account and at the
riskof the depositor, especially if it is not customary or possible to register
the assets in the name of the depositor. Safe Custody Assets redeemable by
drawings may also be held according to their type in collective safe custody;
drawn lots shall be allocated amongst the depositors by the Bank, using a
method which guarantees all depositors the same chance of inclusion in the
sub-drawing as under the main drawing.


 


Art. 11 Administration


The Bank shall, without specific instructions from the depositor, attend
to the usual administrative matters such as the collection of dividends and
interest, repayments of principal, monitoring of drawings, redemptions and
maturities, conversions and subscription rights, etc. and shall also normally
require depositors to take the measures incumbent on them pursuant to par. 2 of
this article. In this regard the Bank shall rely on the customary information
media available to it but does not assume any responsibility therefore. The
Bank shall notify the depositor on the deposit statement or by other means if
it is unable to administer individual assets in the usual manner. The
administrative actions in respect of registered shares without coupons shall be
carried out only if the address for delivery of dividends and subscription
rights is that of the Bank. Unless otherwise agreed, it shall be the
responsibility of the depositor to take all other measures to obtain and
preserve the rights accruing on the Safe Custody Assets, in particular to issue
instructions for the handling of conversions, the exercise, purchase or sale of
subscription rights and the exercise of conversion rights. If instructions from
the depositor are not  eceived in time,
the Bank shall be authorised, but not obliged, to act at its discretion
(including to debit the customer’s account, for example when exercising
subscription rights).


 


Art. 12 Postponed printing of certificates


If it is intended to postpone the issuance of certificates for the
duration of the deposit for safe custody with the Bank, the Bank shall be
explicitly authorised to a) cause the respective certificates to be cancelled
upon their delivery into the safekeeping account b) carry out the usual
administrative actions for the account of the depositor during the safe custody
and give the issuer the necessary instructions and obtain the necessary
information, and c) demand the physical issuance of the certificates on behalf
of the depositor upon their delivery out of the safekeeping account.


 


Art. 13 Fiduciary Acceptance of Safe Custody Assets


If it is not customary or possible for title to the Safe Custody Assets
to be vested in the depositor, the Bank may purchase the Safe Custody Assets or
cause them to be purchased in its own name or in the name of a third party and
to exercise the rights arising thereunder or cause them to be exercised, at all
times for the account and at the risk of the depositor.


 


Art. 14 Credits and debits


Amounts (principal, income, fees, expenses, etc.) shall be credited or
debited to the account pursuant to the booking instructions as agreed, unless
instructed otherwise by the depositor. Such amounts shall be converted into the
currency of the relevant account if necessary. Changes to the account instructions
must be received by the Bank at least 5 bank business days before the
transaction falls due.


 


Art. 15 Statements


The Bank shall provide the depositor with a statement of the Safe
Custody Assets in the safekeeping account, as a rule at the end of the
year. The statement may also include other assets which are not subject to the
Safe Custody Regulations. Safekeeping account valuations shall be based on
nonbinding prices and market values taken from the usual bank sources of
information. The Bank shall not assume any liability for the accuracy of these
valuations or for further information relating to the posted assets. 


 


10

















 


Conditions for Payment Transactions


 


The following conditions govern the relationship between the client and
Credit Suisse AG for both domestic and crossborder payments.


 


For the sake of clarity, the Bank uses only masculine pronouns in its
forms. These are to be understood as including both sexes.


 


1. Requirements for the Execution of a Payment Order


All of the following requirements must be fulfilled before Credit Suisse
AG can execute a payment instruction (hereinafter “payment order”) on behalf of
a client or one or more of the client’s authorized representatives (hereinafter
collectively referred to as “the instructingparty”):


 


a) Payment Order Specifications


The instructing party must provide Credit Suisse AG with the following
details:


 


􀂃 the account
number of the account to be debited, or the IBAN (“International Bank Account
Number”) derived from this account number


􀂃 the last name
and first name or company name and the place of domicile of the client


􀂃 the payment
amount, including specification of currency


􀂃 the IBAN or the
account number of the account to be credited of the beneficiary


􀂃 the last name
and first name or company name and the place of domicile of the beneficiary


􀂃 the BIC (“Bank
Identifier Code”) and/or name and address of the beneficiary’s financial
institution


 the desired date
of execution of the payment order.


 


For payment orders to be processed according to the SEPA (Single Euro
Payments Area) payments standards, they must be denominated in euros and
contain the BIC of the beneficiary’s financial institution as well as the IBAN
of the beneficiary’s account (such transactions will hereinafter also be
referred to as “SEPA transactions”). These details must be complete, precise,
and free of any internal contradiction.


 


b) Available Funds


In order for the transaction to be processed, the client must have a
sufficient account balance or a sufficient account credit limit at the time of
execution at least equivalent to the amount of the payment order.


 


c) Power of Disposal


Credit Suisse AG must be in no doubt as to the instructing party’s power
of disposal over the funds in question.


 


d) No Disposal Restraints/Restrictions


In particular, there must be no legal or regulatory provisions, no
orders by authorities, and no agreements (e.g. pledges of account balance) that
would rule out execution of the payment order in question. For collective
orders, these requirements must be fulfilled for each individual payment order.
Otherwise, the entire collective order may be rejected (see Para. 3 below).


 


2. Execution of a Payment Order


If the requirements of Para. 1 above have been fulfilled, Credit Suisse
AG will execute the payment order on the date specified by the instructing
party; however, such execution will also be subject to Para. 7 (Credit and
Debit Date) and Para. 11 (Cut-Off Times) below. In the event of deficient or
incomplete information as per Para. 1a) above, Credit Suisse AG is entitled but
not obligated to nonetheless execute the payment order if this information can
be corrected and/or supplemented by Credit Suisse AG in a manner free from
doubt. Credit Suisse AG will decide at its discretion whether or not to execute
a payment order despite insufficient funds. When a payment order is executed,
the account specified by the instructing party will be debited on the date of
execution (= value date).


 


3. Rejection of the Payment Order


If one or more of the requirements set out in Para. 1 above are not
fulfilled, and as a result the payment order is not executed, or if the
execution is rejected by another party involved in the payment (e.g. by a
clearing house or by the beneficiary’s financial institution) after the
instructing party’s account has been debited, Credit Suisse AG will inform the
instructing party within a reasonable timeframe and in an appropriate manner about
the reason for the rejection and, provided the payment amount has already been
debited, re-credit the transferred amount to the relevant account by means of a
reverse transfer. In the event that this requires a currency conversion, this
process will be subject to Para. 9 (Currency Conversion/Exchange Risk) below.
Where Credit Suisse AG itself is in a position to eliminate the cause of the
rejection of the payment order, it is entitled but not obligated to re-execute
the payment order without consulting the instructing party.


 


4. Credit


Incoming payments are credited to the account as per the IBAN or account
number specified in the payment order (subject to Paras. 5 and 6 below). If the
amount being transferred is denominated in a currency different from that in
which the specified account is denominated, Credit Suisse AG may credit this
amount to an account of the client denominated in the appropriate currency.


 


11

















 


5. Waiver of Data Comparison


Where the client is the beneficiary, he acknowledges that the payment
amount will be credited solely on the basis of the IBAN or account number
specified, without any comparison being made between these details and the name
and address of the beneficiary. Credit Suisse AG nonetheless reserves the right
to undertake this comparison at its discretion and to reject the payment
order  in the event of discrepancies.
Where a rejection occurs for this reason, Credit Suisse AG is entitled to
inform the  inancial institution of the
instructing party about the discrepancies in question. Where the client is the
instructing party, he acknowledges that the payment amount will be credited by
the financial institution of the beneficiary solely on the basis of the IBAN or
account number specified, without any comparison being made between these
details and the name and address of the beneficiary. The financial institution
of the beneficiary may nonetheless reserve a similar right to undertake this
comparison at its discretion and to reject the payment order in the event of
discrepancies.


 


6. Reverse Transfers of Incoming Payments


Incoming payments for which no or a non-existent IBAN or account number
is specified, and incoming payments that cannot be credited for any other
reason (in particular legal or regulatory provisions, orders by authorities,
revoked accounts) are transferred back to the financial institution of the
instructing party. For incoming payments that are not processed according to
the SEPA payments standards, Credit Suisse AG reserves the right to undertake
the booking despite the absence of the IBAN or 
ccount number, if the data transferred to Credit Suisse AG leaves no
doubt as to the identity of the beneficiary indicated. In the event of a
reverse transfer, Credit Suisse AG is entitled to inform all parties involved
in the transaction (including the instructing party) of the reason for the
unsuccessful credit.


 


7. Credit and Debit Date


If a credit or debit date falls on a Saturday, a Sunday, or an official
holiday, Credit Suisse AG is entitled to effect the credit or debit on the next
bank working day, unless otherwise agreed with the client. As the instructing
party, the client acknowledges that the crediting of payment amounts to
the  eneficiary may also be delayed as a
result of foreign regulations with respect to official holidays and bank
working days.


 


8. Credit and Debit Advice Slips


Advice slips notifying the client about payment debits and credits will
be provided in an appropriate manner within one month at the latest, except
where special agreements are in place with respect to the timing, manner, and
type of advice slip.


 


9. Currency Conversion/Exchange Risk


If no account exists in the currency of the amount to be debited or
(re-)credited, this amount will be credited or debited to an account as
determined by Credit Suisse AG denominated in another currency in the absence
of instructions from the client to the contrary. The conversion will take place
at the exchange rate used by Credit Suisse AG for this transaction at the time
the transaction is processed. Any price risks (e.g. for a re-crediting in the
event of a rejection/reverse transfer as per Paras. 3 and 6 above) are borne by
the client.


 


10. Fees


Credit Suisse AG is entitled to charge fees for the execution of payment
orders, the processing of incoming payments, and for currency conversions. It
is entitled to debit these fees directly from an account of the client. Credit
Suisse AG may change these fees at any time. The applicable fees and any
changes thereto will be communicated to the client in an appropriate manner.


 


11. Cut-Off Times


Cut-off times will be communicated to the client in an appropriate
manner. If a payment order is submitted by the client after the corresponding
cut-off time, the payment will normally be executed on the next bank working
day.


 


12. Data Processing / Forwarding


As the instructing party, the client agrees that his data — in
particular his name, address, IBAN or 
account number, and other details as set out under Para. 1a) above —
will be disclosed in connection with the processing of domestic and
cross-border payment orders to the banks involved (particularly domestic and
foreign correspondent banks of Credit Suisse AG), to the operators of payments
systems both within Switzerland and abroad (e.g. Swiss Interbank Clearing), to
SWIFT (Society for Worldwide Interbank Financial Telecommunication), and to
beneficiaries both within Switzerland and abroad. In addition, the client
agrees that all parties involved in the transaction may for their part transfer
the data for further processing or for storage purposes to mandated third
parties in other countries. In addition, the client acknowledges that data
transmitted abroad is no longer protected by Swiss law, but is instead subject
to the law of the foreign jurisdiction in question, and that foreign laws and
orders by authorities may require this data to be passed on to governmental
authorities or other third parties.


 


13. Applicable Law


These Conditions are governed exclusively by Swiss law.


 


12

















 


14. Changes to the Conditions


Credit Suisse AG reserves the right to change these Conditions at any
time. Any such changes will be communicated to the client by Credit Suisse AG
in an appropriate manner 30 days before they enter into force, and will be
deemed to have been approved by him unless a written objection is received within
a month of said communication.


 


15. Further Special Contractual Conditions Affecting
Payment Transactions


Further special contractual conditions of Credit Suisse AG pertaining to
payment transactions shall be reserved. In cases where these further special
conditions contradict these Conditions, the former shall take precedence to
these Conditions.


 


16. General Conditions


In all other respects, the General Conditions of Credit Suisse AG apply.


 


13