General Loan Terms and Conditions for Entrepreneurs

Transcription

1 General Loan Terms and Conditions for Entrepreneurs Effective as of 1 January 2014

2 Part I/ Introductory Provisions (1) These General Loan Terms and Conditions (the Loan Terms and Conditions ) stipulate binding rules for executing loan transactions between Sberbank CZ, a.s., Co. Reg. No , registered in the Commercial Register with the Municipal Court in Prague, File No. B 4353 (the Bank ) and its clients (the Client ), legal entities or individuals who are entrepreneurs. (2) If any provision of a loan agreement entered into by and between the Bank and the Client contradicts a provision hereof, the provision of the loan agreement prevails. (3) Invalidity of particular provisions hereof does not establish the invalidity of the Loan Terms and Conditions in their entirety. (4) The Loan Terms and Conditions are executed in the Czech language and the English language whereas the Czech version prevails. (5) These Loan Terms and Conditions apply to the following types of loans: a) investment loans; b) revolving loans; c) overdraft loans; and d) other types of loans as described in the loan agreement. The provisions of these Loan Terms and Conditions apply to all types of loans provided by the Bank, unless the relevant provision applies only to a specific type of loan. (6) If the respective agreement entered into by and between the Bank and the Client explicitly refers to the Loan Terms and Conditions, the provisions of these Loan Terms and Conditions also apply with the necessary modifications to bank guarantees, letters of credit and other bank products provided by the Bank. Part II/ Loan Utilisation (1) The form of loan utilisation is specified in the loan agreement. The loan may be utilised upon fulfilling all utilisation terms and conditions in accordance with these Loan Terms and Conditions and the loan agreement. (2) Overdraft loan utilisation is understood as making debit transactions from the current account specified in the loan agreement, i.e. withdrawals and payments from the current account if the current account has debit balance or the debit balance arises on the current account as a result of the aforementioned debit operations. The Client may utilise the overdraft loan repeatedly, up to an agreed amount. Parties authorised to transact with the funds in the current account in question may additionally utilise the overdraft loan in the name of the Client, to the extent of their authorisation rights to the current account. As the owner of the current account, the Client has to familiarise these parties with the terms and conditions of the agreement and is liable for any breaches committed by these authorised parties. (3) If the loan is utilised by two or more recipients, these recipients are liable for all obligations jointly and severally. Provisions of the Loan Terms and Conditions apply to each recipient separately. (4) To utilise the loan, the Client has to submit to the Bank a duly signed and completed request to utilise the loan at least 2 (two) business days before the requested utilisation date. At the same time, all loan utilisation terms and conditions must be fulfilled by that date. The Client submits his loan utilisation request by completing a master form attached to the loan agreement. The requested utilisation date must be a business day, and the requested utilisation amount and currency must correspond with the conditions established by the loan agreement. This does not apply to utilising an overdraft loan, which is utilised by executing payments or cash withdrawals from the Client s current account up to the agreed amount. (5) The loan utilisation request must be signed by authorised persons in accordance with, and in the form specified on, the Client s signature specimen for the current account. (6) Upon its delivery to the Bank, the loan utilisation request is irrevocably binding. (7) Any communication concerning the loan utilisation is carried out exclusively in writing. Nevertheless, such communication may be made by means of electronic data exchange (in particular, fax, telex, SWIFT, photocopies of the signed request delivered by ). In such case, the message is deemed to be delivered at the time it was sent with confirmation of receipt printed by the transmitting device, unless proven otherwise. If the means of electronic data exchange is used, the Client is liable for damage if such means are misused by an unauthorised person. (8) In the case of investment loans, re-utilisation of already paid amounts is possible only with the prior written consent of the Bank. (9) The Bank may at any time refuse the loan utilisation without stating a reason. (10) If a market disruption as defined below occurs, the Bank may, at its sole discretion, take one or more of the following measures: a) establish with immediate effect a new interest rate for the loan and validity period for the new interest rate, whereby the interest rate per annum is determined as the sum of: aa) the rate expressing the percentage rate per annum of the Bank s costs of financing the loan pursuant to the relevant loan agreement from any source chosen by the Bank acting in good faith and regarding the current situation in the relevant market; and ab) a premium in the amount specified in the relevant loan agreement; b) restrict or completely suspend loan utilisation for the period determined by the Bank; c) cancel by written notice utilisation of the loan in the amount not yet utilised (such cancelation is effective upon delivery of the notice to the Client); d) withdraw from the loan agreement by written notice and declare the loans, including related charges and interest, provided by the Bank as due and payable within the term specified in the notice, which is not shorter than 30 days; or e) declare the outstanding amount of loans provided by the Bank, including related charges and interest, irrespective of the agreed period of the loans and repayment, as due and payable, in whole or in part, on the date specified in the declaration; the Client has to pay the amount due and payable, including related charges Effective as of 1 January 2014 Page 01 of 09

3 and interest, within the period specified in the written declaration, or within 30 days of receiving the declaration. Market disruption occurs if: a) at or around 11 am on the day the interest rate is to be updated under the loan agreement or on the date on which the Bank is to enable the Client to utilise the loan under the loan agreement, the relevant reference rate to be used pursuant to the loan agreement to calculate the interest under the loan agreement is not available on the respective page of the Reuters system, or such other system that can replace this system; or b) on the date on which the interest rate is to be updated under the loan agreement or on the date on which the Bank is to enable the Client to utilise the loan under the loan agreement, the Bank discovers that its costs for obtaining the corresponding deposits in the relevant interbank market would exceed the level of the respective reference rate to be used under the loan agreement to calculate the interest under the loan agreement. (11) Upon the Client s request, the Bank may allow the Client to utilise the loan in a currency other than that agreed in the loan agreement. In such case, the Bank, in order to reduce the risk arising from fluctuations of exchange rates, may reduce the amount of the loan agreed in the loan agreement by: a) 5% of the agreed amount of a loan with a maturity up to 12 months; or b) 15% of the agreed amount of a loan with a maturity above 12 months. If, during the period from provision to maturity of the loan, the amount of the loan agreed in the loan agreement (possibly reduced by the Bank pursuant to the second sentence of this Paragraph 11) is exceeded due to exchange rate fluctuations, the loan becomes immediately due and payable in such amount exceeding the agreed amount of the loan (possibly reduced by the Bank pursuant to the second sentence of this Paragraph 11). For the purposes of calculating the aforementioned limits, the Bank s transfer mid-point exchange rate valid as at the day of the calculation is used. Part III/ Client Cooperation, Information Obligation, Verification (1) The Client has to immediately notify the Bank of any planned organisational changes (in particular, a change of business name, name and surname or title, place of business, place of residence, governing bodies, sale or lease of the enterprise or part thereof, subject of business, etc.) concerning itself, guarantors, or persons providing security for the loan in question. (2) The Client undertakes to inform the Bank throughout the duration of the loan agreement and without undue delay in writing of any planned changes to its ownership structure, including changes in its controlling entity pursuant to Section 74 et seq. of Act No. 90/2012, governing the business corporations, or any planned transformation pursuant to law in force (such as mergers, divisions, change of legal form, etc.). (3) The Client undertakes to submit to the Bank information about its financial situation at any time upon request of the Bank, but at least once per year. Legal entities and individuals-entrepreneurs must submit an income tax return and related financial statements, including their appendices, compiled according to Act No. 563/1991 Sb., governing the accounting, as amended, for the past accounting period, and do so no later than 15 (fifteen) days after the deadline for filing tax returns. The submitted tax return must be accompanied by the tax authority s confirmation stamp of the revenue authority or any other document proving, in the opinion of the Bank, delivery of the tax return to the respective tax authority. The tax return must be accompanied by all legal annexes, in particular the relevant financial statements and audit reports, if the Client is legally obliged to have its financial statements verified by an auditor. Upon the Bank s request, the Client has to submit additional or updated information concerning its financial situation without delay. (4) The Client undertakes to submit at the Bank s request at the latest by the date of entering into the loan agreement, and any time thereafter upon the Bank s request, a written confirmation from the relevant tax authority, social security authority and all health insurance companies to which the Client is obliged to pay premiums for its employees under the relevant legislation stating the amount of its financial obligations to the State. (5) If the loan is secured by pledged real estate, the Client has to submit to the Bank on the date of signing the loan agreement, and then at any time upon the Bank s request, the current copy of an entry in the Land Register. (6) The Client further undertakes to submit to the Bank, at any time upon the Bank s request and without undue delay, other documents related to the loan or that of its security. If the Client fails to do so, the Bank may acquire the necessary materials itself at the Client s expense. (7) The Bank may inspect the Client s business and other premises or property owned by the Client or a third party provided to the Bank as security, review the accounting records, or check the Client s business operations, or have such activities undertaken by persons authorised by the Bank to do so. If so requested, the Client has to provide the Bank with all necessary cooperation without undue delay after receiving such request. (8) The Client undertakes to notify the Bank without undue delay of any development or circumstances that could have (even in future) a significant negative impact on its business and financial situation, particularly if they could result in increased risk of failure to fulfil its obligations to the Bank, such as deterioration of its financial situation, insolvency of the Client or person providing security for the Client s obligations, imminent threat of bankruptcy or liquidation, an order of execution on its property or that of the person providing security for the obligations of the Client, as well as any court or administrative proceedings through which a substantial payment obligation may be imposed upon the Client. (9) If any event or circumstance arises or occurs which, in the view of the Bank, negatively affects or could negatively affect: a) the state of the assets, business or financial situation of the Client or person providing security for the Client s obligations; or Effective as of 1 January 2014 Page 02 of 09

4 b) the Client s ability to fulfil its obligations under the loan agreement, the Bank may stop or restrict the loan utilisation and require the Client to provide additional security for its obligations to the Bank. (10) If so requested by the Bank throughout the duration of the loan agreement, the Client has to deliver to the Bank within ninety (90) days after the end of each financial year a statement confirming compliance with the Czech Environmental and Social Law and the Environmental, Health and Safety Guidelines of the World Bank pursuant to Part VIII/ Paragraph 7 hereof, or, as the case might be, detailing any non-compliance and the action(s) being taken to ensure compliance. (11) In the case that any significant environmental or social incident or accident occurs, the Client undertakes to notify the Bank not later than three (3) days after its occurrence and keep the Bank informed of the on-going implementation of those remedying and mitigation measures. Part IV/ Interest (1) The provided loan bears interest at a fixed or floating rate. The type of the interest rate, amount and method of calculation are established in the loan agreement. If the interest rate is tied to a reference rate, i.e. the officially announced interbank lending rate for the given currency (e.g. PRIBOR, EURIBOR) and this reference rate corresponds on the day of updating the base rate to a value less than 0.75% p.a., then the loan bears interest for the ensuing interest period in an amount corresponding to the fixed interest rate of 0.75% p.a. plus a premium established in the loan agreement. (2) The Bank uses the following types of interest rates: a) The reference interest rate is the interbank market bid rate published by Reuters/Bloomberg, or published on the internet, valid as at the relevant date of updating the interest rate. The reference rate is updated quarterly/monthly, always on the first working day of each calendar quarter/month based on the relevant interest rate (e.g. PRIBOR, EURIBOR, LIBOR). The reference interest rate for the first interest period is determined based on the reference interest rate valid on the first day of the calendar quarter/month in which the loan was utilised. The updated interest rate (i.e. the reference interest rate and premium referred to in Part IV/ Paragraph 1 hereof) is communicated to the Client based on a notification sent through ordinary mail. b) The floating interest rate is the current interest rate (determined on the basis of the reference interest rate PRIBOR, EURIBOR, LIBOR), according to the loan agreement, which is valid on the date of utilising or the date of extending the maturity of each individual tranche of a revolving loan. c) The fixed IRS interest rate (interest rate swap) is the interest rate for loans with maturities longer than 12 months. The Bank adds to this the premium established in the loan agreement. d) The Bank s basic interest rate for an overdraft is the interest rate announced by the Bank. The Bank s basic interest rate for an overdraft valid as at the day of entering into the loan agreement is established in the loan agreement. Such interest rate may be updated by the Bank from time to time throughout the duration of the loan agreement in accordance with Part IV/ Paragraph 3 hereof. e) The Bank s basic interest rate for an investment loan is the interest rate announced by the Bank. The Bank s basic interest rate for an investment loan valid as at the day of entering into the loan agreement is established in the loan agreement. Such interest rate may be updated by the Bank from time to time throughout the duration of the loan agreement in accordance with Part IV/ Paragraph 3 hereof. (3) The Bank may modify the amount of its basic interest rate for an overdraft and its basic interest rate for an investment loan according to the development of interest rates in the interbank market and do so always on the 1st (first) and 15th (fifteenth) day of every calendar month. The Bank notifies the Client of the amount of the updated basic interest rate no later than as at the day of effecting the rate change by publishing the Bank s new basic interest rate at its business premises and on its website (4) The Bank reserves the right to adjust appropriately the interest rate for the loan, and depending on such adjustment also to adjust appropriately the instalment amount, if there is a change in the conditions in the financial and capital markets. If regulatory authorities announce measures in the area of monetary and credit policy that lead to changes in interest rates, the Bank may further adjust appropriately the interest rates for all other loans. (5) In the case of conversion of the utilised loan to another currency, the interest rate corresponding to the given currency (e.g. CZK = PRIBOR) increased by the premium as specified in the loan agreement apply. (6) If the relevant interest rate ceases to exist as a result of currency reform during the term of a loan, the equivalent interest rate applicable to the given currency (e.g. EUR = EURIBOR) enter into effect as the basis for adjusting the interest rate. (7) Loan interest, interest on late payments, and interest on an unauthorised debit are calculated by the actual number of days/360 convention, unless stipulated otherwise. (8) If a change to interest rates occurs on a non-business day or public holiday, the Bank changes the interest rate on the following business day. If a change to interest rates occurs on the last day of the month and this day is a non-business day or public holiday, the Bank changes the interest rate on the last business day of the relevant month. Part V/ Payment Currency (1) If the loan is provided in a foreign currency, the Bank may require that all payments from the Client (principal, interest, associated costs) are made in the currency of the loan provided. If the currency in which payments are made under the loan agreement is replaced by EUR as the legal tender of the European Union, such payments have to be made in EUR. Such transition to another currency in no way entitles the Client to unilaterally terminate or change the agreed provisions. (2) The Bank is not obliged to advise the Client regarding exchange rate risks and bears no liability for the consequences of the Client s decisions and chosen actions. Effective as of 1 January 2014 Page 03 of 09

5 (3) If the loan is provided in a foreign currency and the Client is in default in repaying the loan for over 30 (thirty) calendar days, the Bank may convert the loan to CZK even without the Client s approval. The Bank informs the Client of such circumstance in writing. After receiving the notice, the Client has to repay the loan in CZK. Part VI/ Loan Repayment (1) The loan is repaid by transferring funds from the Client s current account to a loan account (except in the case of overdraft loans see below). The numbers of these accounts are specified in the loan agreement. The Bank may make loan payments of loan principal, interest charges, and fees associated with the loan in accordance with the method of repayment agreed in the loan agreement, by transferring the relevant amount from the current account to the loan account without further consent of the Client. The Bank debits the relevant amounts in the currency in which the account is maintained. The loan account is not intended for payment operations, but only to evidence the current amount of the loan provided and payable. Statements are printed out after each transaction on the loan account. The Bank is not obliged to accept any payment from any party other than the Client. (2) In the case of overdraft loans, only one current account is maintained, through which payments of interest and service fees associated with the loan are made. Overdraft loans are provided for an indefinite period and are paid in lump sum as at the date of termination of the loan agreement. Payments of interest and service fees associated with an overdraft loan are automatically executed by the Bank from the current account to which the overdraft loan has been provided. (3) The Client undertakes to enter into an account agreement with the Bank in accordance with Section 2662 et seq. of Act No. 89/2012 Sb., the Civil Code, prior to signing the loan agreement. The Client is not entitled to terminate the current account agreement or withdraw from such agreement during such time as the Bank has any claim in relation to the Client under the loan agreement or has other claims relating to the loan agreement. (4) The Client has to ensure in a timely manner that there are sufficient funds in the current account to repay the principal, interest and fees (if applicable), which the Bank executes in accordance with Part VI/ Paragraph 1 hereof without further consent of the Client. If there are insufficient funds in the current account and if the account is overdrawn by transferring the aforementioned payments, this account is charged interest on the unauthorised debit. In such case, the loan is not repaid. In case of such overdraft of the current account, however, the Bank may at any time and at its own discretion cancel such transfers in the respective currency and debit the loan account. (5) The loan relationship is terminated only after all of the Bank s claims arising from the loan relationship are fully settled. Any security for the loan provided by the Client is released only after all the Bank s secured claims arising from the respective loan relationship are fully settled. Any overdraft of the current account resulting from non-payment of the aforementioned payments represents a claim arising from the loan relationship and must be fully settled before the loan relationship is terminated. (6) If a payment date falls upon a non-business day or public holiday, the Bank executes such payment on the following business day. If a payment date falls upon the last day in a month and this day is a non-business day or public holiday, the Bank executes such payment on the last business day of the given month. (7) Unless agreed otherwise between the Bank and the Client, the Client s payment made in settling the Client s financial obligation to the Bank are first used for paying the Bank s expenses and bank fees, then for default interest and regular interest on the loan, and only thereafter to repay the loan principal. If the Client is provided with several loans with maturity on the same day and if the Client s payment is not sufficient to cover all loans, then the Client s payment is used, at the Bank s discretion, for the least secured loan. (8) If the loan is repaid in regular instalments and an increase in the interest rate has had the effect of increasing the final instalment by at least 100% in comparison with the instalment specified in the loan agreement, the Bank may recalculate the instalments according to the updated interest rate and notify the Client in writing of the new amount. The Client has to pay the instalments in the new amount as from the date specified in the notice. In the event that the interest rate decreases such that the final instalment would be lower by more than 100% in comparison with the instalment specified in the loan agreement, the Client is notified in writing of the possibility to request that the Bank reduce the instalment amount in view of the new interest rate. The term of the loan remains unchanged. (9) The Client and the Bank have agreed that the Bank may set off all its outstanding as well as non-outstanding claims ensuing from the loan agreement or in connection with it against any (even non-outstanding) claims of the Client from the Bank, and in particular against claims for any payments made by the Bank in favour of the Client, the Client s deposits at the Bank, any positive balance on any account of the Client at the Bank in any currency, or non- -outstanding claims of the Client in relation to the Bank arising for any reason and in any currency. Part VII/ Costs and Payments (1) The Bank may charge the Client s current account designated for repayment of the loan, or the current account to which the loan has been granted, with other costs incurred in connection with establishment, maintenance, and termination of the loan relationship, and particularly fees according to the valid List of Fees (such as for reminders, etc.), costs of expert opinions, costs of legal representation, costs of a court-appointed distrainer, administrative fees, notary fees, and including costs incurred in connection with the realisation of collateral, etc. In the event that the Client repays the loan in part or full in advance, the Bank s costs are understood under the first sentence of this Paragraph 1 also to include the damage (actual damage and lost profit) incurred by the Bank in connection with the early repayment of the loan (the Early Repayment Costs ). The Early Repayment Costs represent the difference between: a) the amount of interest that the Bank would earn under the loan agreement from the day of early repayment to the last day of the interest period in which the early repayment was made; and Effective as of 1 January 2014 Page 04 of 09

6 b) the amount of interest that the Bank would earned on the last day of the interest period if it saved the amount of the early repayment in the intrabank market from the day following the early repayment to the last day of the interest period in which the early repayment was made. The Early Repayment Costs equal zero, if the aforementioned difference is less than zero. (2) The Client may in accordance with the loan agreement repay the loan, or any part thereof, prior to the agreed date of maturity only with the prior written consent of the Bank. In such case, the Client has to reimburse the Bank for all costs and damage that it incurs in connection with the early repayment, namely the Early Repayment Costs pursuant to Part VII/ Paragraph 1 hereof as well as to pay an early repayment fee of 5% of the amount of the loan/ credit facility being repaid early, unless established otherwise. The Bank may charge the Client an early repayment fee even in the case that the early repayment is due to the Client s termination of the loan agreement. The fee for early repayment of a loan under this Paragraph 2 does not apply to an overdraft loan or if the Bank refinances a loan it had previously provided. (3) If on the basis of a change to statutory or other provisions or on the basis of changes in their interpretation by the competent authority, or on the basis of fulfilling any requirements of the central bank or other supervisory body, the costs to the Bank for providing, maintaining or refinancing the loan increase, or if returns received or that ought to be received by the Bank in connection with this agreement are reduced, then the Client, upon the Bank s request, pays the amount that the Bank had to spend as a result of increased costs or that the Bank has lost as a result of reduced returns. (4) All fees are settled on a monthly/quarterly basis, always on the last day of the given month/quarter, unless agreed otherwise. Part VIII/ Rights and Obligations (1) The Client undertakes to provide that the obligations ensuing from the loan agreement are, until their full repayment, at least equivalent to all other existing and future obligations of the Client in the order of their payment priority. The Client also undertakes to ensure that security of its obligations ensuing from the loan agreement and provided to the Bank is, until full repayment of these obligations, at least of the same quality (in terms of the type of security provided and the order of its priority) as security provided to the Client s other comparable creditors. Security must endure for the entire period of the loan agreement between the Bank and the Client until full settlement of all the Client s obligations to the Bank having originated in connection with the loan agreement. (2) The Client undertakes that he will not without the Bank s prior consent: a) accept any further credit or loan in an amount exceeding 10% of the maximum amount of the loan granted by the Bank to the Client under the loan agreement; b) enter into a lease contract by which the Client undertakes financial fulfilment the total amount of which for the entire period of the lease contract exceeds 10% of the maximum amount of the loan granted by the Bank to the Client under the loan agreement; or c) enter into a factoring agreement. The Bank undertakes that it will not deny its consent without a substantive reason for doing so. (3) The Client undertakes that for the period of the loan agreement s effect, the Client will not, without the prior written consent of the Bank, encumber or mortgage the Client s assets, or provide such assets to any other creditors as other security for the Client s obligation or that of a third party, nor encumber his assets or allow them to be encumbered with any other rights of third parties that would negatively affect the value of the Client s assets. The Bank undertakes that it will not deny its consent without a substantive reason for doing so. (4) Within 1 (one) month after entering into the loan agreement, the Client has to direct to his current accounts opened with the Bank payment for the Client s domestic and foreign claims at least in proportion to the Bank s loan exposures to the Client relative to other financial institutions credit exposures to the Client. The Client has to conduct his payment operations through the Client s accounts with the Bank in the extent stated above for the entire duration of the loan agreement. (5) The Client confirms that he is aware of the value of performance provided to the Client by the Bank under the loan agreement. The Client further explicitly waives his right to claim the termination of the loan agreement and restoration of the rights. (6) The Bank may assign its rights and obligations ensuing from or in connection with the loan agreement to any third party. The Client gives his explicit consent thereto. The Client may assign his rights and obligations ensuing from or in connection with the loan agreement to any third party only subject to the previous approval of the Bank. (7) The Client has to comply with the environmental and social laws whereas: a) The Client confirms that his operations are in accordance with the respective environmental and social laws of the Czech Republic and the respective World Bank Environmental, Health and Safety Guidelines. b) The Client s failure to comply with any of his obligations under Part VIII/ Paragraph 7 and Part III/ Paragraphs 10 and 11 hereof is considered an event of breach in accordance with Part IX hereof, provided, that any such failure continues for over thirty (30) days after the date on which the Bank notifies the Client thereof. c) The Client confirms that his activities do not engage in such as defined in World Bank/ IFC Exclusion List 1 (activities irreversibly damaging to the environment or human health or good practices of the business community). The list of excluded activities is published on the Bank s website Part IX/ Breach (1) A breach is any circumstance that could result in a substantial change in the terms and conditions under which the loan agreement was entered into and that may, in the Bank s opinion, threaten the proper performance of the Client s duties and obligations to the Bank, in particular: Effective as of 1 January 2014 Page 05 of 09

7 a) The Client commits a material breach of any provision of the loan agreement and no other case of a breach occurs. b) The Client commits a minor breach of the provisions of the loan agreement and fails to remedy the situation within 15 (fifteen) days from having been notified thereof by the Bank, provided no other case of a breach occurs. c) The Client breaches any other contractual or other legal obligation to the Bank or a third party, and is in default in fulfilling this obligation for a period exceeding 15 (fifteen) days. d) The Client s ownership structure is changed without the consent of the Bank, including a change of the controlling person within Section 74 et seq. of Act No. 90/2012, governing the business corporations, or any form of change in accordance with applicable law (mergers, changes of legal form, division, etc.). e) A person or entity providing security breaches any obligation pursuant to the agreement establishing security under the loan agreement entered into by and between such person or entity as one party and the Bank as the other. f) The security for the Client s obligations ensuing from the loan agreement ceases to exist, deteriorates, becomes ineffective or is declared as such by the Client or by the provider of such security, or if such security otherwise comes into question. g) The Bank finds circumstances that in its opinion may threaten the Client s obligation to fulfil its obligations in relation to the Bank (especially a material deterioration in the financial situation of the Client or of a person or entity providing security, insolvency of the Client or person or entity providing security, impending bankruptcy or liquidation, etc.). h) The Client fails to inform the Bank of facts that could lead to an increase in the risk of the Client failing to perform his obligations, or if the Client reports false, misleading, or incomplete information to the Bank. i) The Client dies or is pronounced dead. j) The Client s legal capacity is limited. k) Insolvency proceedings are commenced in a court relating to the Client or to a person or entity providing security, or a distress warrant is issued against the assets of the Client or those of a person or entity providing security, and relating to: ka) a substantial part of the assets of the Client or of a person or entity providing security; or kb) the assets of the Client or a person or entity providing security for the Client s obligations arising under the loan agreement. l) The Client is bankrupt or declares in writing that he is unable to fulfil his obligations duly. m) The Client is in default in making any payment for a period exceeding 14 (fourteen) days. n) The Client breaches any of his obligations under Part VIII/ Paragraph 7 and Part III/ Paragraphs 10 and 11 hereof and fails to address the breach within 30 (thirty) days after having been notified by the Bank thereof. (2) If a breach occurs, the Bank may undertake one or more of the following measures at its discretion: a) declare the outstanding amount of loans provided by the Bank, including related charges and interest, irrespective of the agreed term of the loans and repayment, as due and payable, in whole or in part, on a date specified in the declaration; the Client has to repay this amount due and related charges and interest within 15 (fifteen) days from the declaration s delivery; b) block funds on all the Client s current or time (deposit) accounts; c) require additional security; d) limit or fully suspend the utilisation of loans; e) withdraw from the loan agreement; f) claim a contractual penalty pursuant to Section 2048 et seq. of the Civil Code of CZK 50,000 (fifty thousand) for each breach of the loan agreement; the Bank s right to claim damages is not affected thereby; g) realise the security; h) cancel the provision of the loan for any part of the loan not yet drawn; the cancellation notice is effective on the day of its delivery to the Client; i) increase the interest on the loan as agreed in the loan agreement to the amount corresponding to the amount of the default rate of interest as announced by the Bank as of the date when the breach occurs; or j) take other legal measures (as the case might be). (3) In the event of a default in repayment of the loan or its part (or in the case of loan utilisation in the excess of agreed amount), the Bank may charge the default rate of interest (or the interest rate for excessive utilisation) in an amount according to the rate established for an unauthorised debit as at the date of default or such excess until full repayment of the outstanding amount. (4) If the Bank or the Client withdraws from the loan agreement, the obligation ceases to exist at the moment this withdrawal becomes effective. Part X/ Withdrawal (1) A loan agreement entered into for an indefinite period may be terminated by either party at any time without stating a reason. The notice period is 30 (thirty) calendar days and begins on the first day of the calendar month following the month in which the written notice of termination was delivered to the other party. No new loans can be utilised during the notice period. (2) The Client has to settle all of its financial obligations to the Bank incurred in connection with provision of the loan, including interest, fees, contractual penalties, and other costs, at latest upon the effective date of the notice of termination, or upon the date of terminating the current account agreement (or overdraft loan agreement) with the Bank. (3) The agreement may be withdrawn from under this Part exclusively in writing. The General Business Terms and Conditions apply to delivery of the notice. (4) Any overdraft loan agreement expires upon the cancellation of current account on which the overdraft loan has been arranged. Effective as of 1 January 2014 Page 06 of 09

8 Part XI/ Additional Applicability (1) If the loan relationship is secured by a guarantee, the rights and obligations of these Loan Terms and Conditions stipulated in Parts III, VIII and IX also apply to the guarantor with necessary modifications. To avoid any doubt as to the interpretation, the guarantor in the text of these Loan Terms and Conditions is understood to be the Client and the surety agreement is understood to be the loan agreement. A breach under Part IX hereof is also a breach of the obligations stated in this Part on the part of the guarantor. (2) The Bank and the Client have agreed that a breach under Part IX hereof is also a breach of the obligations stipulated in this Part on the part of any person or entity belonging to the Client s group. The Client s group hereunder is understood to include all persons or entities controlled by the Client, controlling the Client, or otherwise sharing in the assets, or controlled together with the Client by a third party. A breach of a contractual obligation of a member of the Client s group in relation to the Bank is for these purposes a case of breach and establishes the right of the Bank to sanction the Client pursuant to Part IX hereof. Part XII/ Final Provisions (1) Any change in or amendment to the loan agreement may be executed only in written form. (2) The Bank may amend the Loan Terms and Conditions pursuant to Part Six/ Article IV (Changes to Terms and Conditions) of the General Business Terms and Conditions with the exception of Part IV/ Paragraph 4 thereof. If the Client disagrees with the amended Loan Terms and Conditions and notifies the Bank thereof in writing prior to the day the amended Loan Terms and Conditions should become effective, the respective proposal to amend the Loan Terms and Conditions is cancelled ex tunc. (3) The provisions of the loan agreement and these Loan Terms and Conditions take precedence over the directory provisions of Act No. 89/2012 Sb., the Civil Code, governing the rights and obligations of the Bank and the Client in a different manner. (4) These Loan Terms and Conditions are effective from 1 January 2014, replacing the Loan Terms and Conditions of 28 February Part XIII/ Important Agreements The Client has properly understood these Loan Terms and Conditions and in particular explicitly accepts the arrangements set forth in: (1) Part II/ Paragraph 4 hereof, according to which the requested utilisation date must be a business day. (2) Part II/ Paragraph 7 hereof, according to which if the means of electronic data exchange is used, the Client is liable for damage if such means are misused by an unauthorised person. (3) Part II/ Paragraph 9 hereof, according to which the Bank may at any time refuse the loan utilisation without stating a reason. (4) Part II/ Paragraph 10 hereof, according to which if a market disruption as defined below occurs, the Bank may, at its sole discretion, take one or more of the following measures: a) establish with immediate effect a new interest rate for the loan and validity period for the new interest rate, whereby the interest rate per annum is determined as the sum of: aa) the rate expressing the percentage rate per annum of the Bank s costs of financing the loan pursuant to the relevant loan agreement from any source chosen by the Bank acting in good faith and regarding the current situation in the relevant market; and ab) a premium in the amount specified in the relevant loan agreement; b) restrict or completely suspend loan utilisation for the period determined by the Bank; c) cancel by written notice utilisation of the loan in the amount not yet utilised (such cancelation is effective upon delivery of the notice to the Client); d) withdraw from the loan agreement by written notice and declare the loans, including related charges and interest, provided by the Bank as due and payable within the term specified in the notice, which is not shorter than 30 days; or e) declare the outstanding amount of loans provided by the Bank, including related charges and interest, irrespective of the agreed period of the loans and repayment, as due and payable, in whole or in part, on the date specified in the declaration; the Client has to pay the amount due and payable, including related charges and interest, within the period specified in the written declaration, or within 30 days of receiving the declaration. (5) Part II/ Paragraph 11 hereof, according to which upon the Client s request, the Bank may allow the Client to utilise the loan in a currency other than that agreed in the loan agreement. In such case, the Bank, in order to reduce the risk arising from fluctuations of exchange rates, may reduce the amount of the loan agreed in the loan agreement. (6) Part III/ Paragraph 2 hereof, according to which the Client undertakes to inform the Bank throughout the duration of the loan agreement and without undue delay in writing of any planned changes to its ownership structure, including changes in its controlling entity pursuant to Section 74 et seq. of Act No. 90/2012, governing the business corporations, or any planned transformation pursuant to law in force (such as mergers, divisions, change of legal form, etc.). (7) Part III/ Paragraph 3 hereof, according to which the Client undertakes to submit to the Bank information about its financial situation at any time upon request of the Bank, but at least once per year. (8) Part III/ Paragraph 6 hereof, according to which the Client further undertakes to submit to the Bank, at any time upon the Bank s request and without undue delay, other documents related to the loan or that of its security. If the Client fails to do so, the Bank may acquire the necessary materials itself at the Client s expense. (9) Part III/ Paragraph 7 hereof, according to which the Bank may inspect the Client s business and other premises or property owned by the Client or a third party provided to the Bank as security, review the accounting records, Effective as of 1 January 2014 Page 07 of 09

9 or check the Client s business operations, or have such activities undertaken by persons authorised by the Bank to do so. If so requested, the Client has to provide the Bank with all necessary cooperation without undue delay after receiving such request. (10) Part III/ Paragraph 8 hereof, according to which the Client undertakes to notify the Bank without undue delay of any development or circumstances that could have (even in future) a significant negative impact on its business and financial situation, particularly if they could result in increased risk of failure to fulfil its obligations to the Bank, such as deterioration of its financial situation, insolvency of the Client or person providing security for the Client s obligations, imminent threat of bankruptcy or liquidation, an order of execution on its property or that of the person providing security for the obligations of the Client, as well as any court or administrative proceedings through which a substantial payment obligation may be imposed upon the Client. (11) Part III/ Paragraph 9 hereof, according to which if any event or circumstance arises or occurs which, in the view of the Bank, negatively affects or could negatively affect: a) the state of the assets, business or financial situation of the Client or person providing security for the Client s obligations; or b) the Client s ability to fulfil its obligations under the loan agreement, the Bank may stop or restrict the loan utilisation and require the Client to provide additional security for its obligations to the Bank. (12) Part IV/ Paragraph 1 hereof, according to which the provided loan bears interest at a fixed or floating rate. The type of the interest rate, amount and method of calculation are established in the loan agreement. If the interest rate is tied to a reference rate, i.e. the officially announced interbank lending rate for the given currency (e.g. PRIBOR, EURIBOR) and this reference rate corresponds on the day of updating the base rate to a value less than 0.75% p.a., then the loan bears interest for the ensuing interest period in an amount corresponding to the fixed interest rate of 0.75% p.a. plus a premium established in the loan agreement. (13) Part IV/ Paragraph 4 hereof, according to which the Bank reserves the right to adjust appropriately the interest rate for the loan, and depending on such adjustment also to adjust appropriately the instalment amount, if there is a change in the conditions in the financial and capital markets. (14) Part V/ Paragraph 1 hereof, according to which if the currency in which payments are made under the loan agreement is replaced by EUR as the legal tender of the European Union, such payments have to be made in EUR. Such transition to another currency in no way entitles the Client to unilaterally terminate or change the agreed provisions. (15) Part V/ Paragraph 2 hereof, according to which the Bank is not obliged to advise the Client regarding exchange rate risks and bears no liability for the consequences of the Client s decisions and chosen actions. (16) Part V/ Paragraph 3 hereof, according to which if the loan is provided in a foreign currency and the Client is in default in repaying the loan for over 30 (thirty) calendar days, the Bank may convert the loan to CZK even with- out the Client s approval. The Bank informs the Client of such circumstance in writing. After receiving the notice, the Client has to repay the loan in CZK. (17) Part VI/ Paragraph 1 hereof, according to which the Bank may make loan payments of loan principal, interest charges, and fees associated with the loan in accordance with the method of repayment agreed in the loan agreement, by transferring the relevant amount from the current account to the loan account without further consent of the Client. The Bank is not obliged to accept any payment from any party other than the Client. (18) Part VI/ Paragraph 3 hereof, according to which the Client undertakes to enter into an account agreement with the Bank in accordance with Section 2662 et seq. of Act No. 89/2012 Sb., the Civil Code, as amended, prior to signing the loan agreement. The Client is not entitled to terminate the current account agreement or withdraw from such agreement during such time as the Bank has any claim in relation to the Client under the loan agreement or has other claims relating to the loan agreement. (19) Part VI/ Paragraph 7 hereof, according to which unless agreed otherwise between the Bank and the Client, the Client s payment made in settling the Client s financial obligation to the Bank are first used for paying the Bank s expenses and bank fees, then for default interest and regular interest on the loan, and only thereafter to repay the loan principal. If the Client is provided with several loans with maturity on the same day and if the Client s payment is not sufficient to cover all loans, then the Client s payment is used, at the Bank s discretion, for the least secured loan. (20) Part VI/ Paragraph 9 hereof, according to which the Bank may set off all its outstanding as well as non-outstanding claims ensuing from the loan agreement or in connection with it against any (even non-outstanding) claims of the Client from the Bank, and in particular against claims for any payments made by the Bank in favour of the Client, the Client s deposits at the Bank, any positive balance on any account of the Client at the Bank in any currency, or non-outstanding claims of the Client in relation to the Bank arising for any reason and in any currency. (21) Part VII/ Paragraph 1 hereof, according to which the Bank may charge the Client s current account designated for repayment of the loan, or the current account to which the loan has been granted, with other costs incurred in connection with establishment, maintenance, and termination of the loan relationship, and particularly fees according to the valid List of Fees (such as for reminders, etc.), costs of expert opinions, costs of legal representation, costs of a court-appointed distrainer, administrative fees, notary fees, and including costs incurred in connection with the realisation of collateral, etc. In the event that the Client repays the loan in part or full in advance, the Bank s costs are understood under the first sentence of this Paragraph 1 also to include the damage (actual damage and lost profit) incurred by the Bank in connection with the early repayment of the loan (the Early Repayment Costs ). The Early Repayment Costs represent the difference between: Effective as of 1 January 2014 Page 08 of 09

10 a) the amount of interest that the Bank would earn under the loan agreement from the day of early repayment to the last day of the interest period in which the early repayment was made; and b) the amount of interest that the Bank would earned on the last day of the interest period if it saved the amount of the early repayment in the intrabank market from the day following the early repayment to the last day of the interest period in which the early repayment was made. The Early Repayment Costs equal zero, if the aforementioned difference is less than zero. (22) Part VII/ Paragraph 2 hereof, according to which the Client may in accordance with the loan agreement repay the loan, or any part thereof, prior to the agreed date of maturity only with the prior written consent of the Bank. In such case, the Client has to reimburse the Bank for all costs and damage that it incurs in connection with the early repayment, namely the Early Repayment Costs pursuant to Part VII/ Paragraph 1 hereof as well as to pay an early repayment fee of 5% of the amount of the loan/ credit facility being repaid early, unless established otherwise. The Bank may charge the Client an early repayment fee even in the case that the early repayment is due to the Client s termination of the loan agreement. The fee for early repayment of a loan under this Paragraph 2 does not apply to an overdraft loan or if the Bank refinances a loan it had previously provided. (23) Part VIII/ Paragraph 4 hereof, according to which within 1 (one) month after entering into the loan agreement, the Client has to direct to his current accounts opened with the Bank payment for the Client s domestic and foreign claims at least in proportion to the Bank s loan exposures to the Client relative to other financial institutions credit exposures to the Client. The Client has to conduct his payment operations through the Client s accounts with the Bank in the extent stated above for the entire duration of the loan agreement. (24) Part VIII/ Paragraph 2 hereof, according to which the Client undertakes that he will not without the Bank s prior consent: a) accept any further credit or loan in an amount exceeding 10% of the maximum amount of the loan granted by the Bank to the Client under the loan agreement; b) enter into a lease contract by which the Client undertakes financial fulfilment the total amount of which for the entire period of the lease contract exceeds 10% of the maximum amount of the loan granted by the Bank to the Client under the loan agreement; or c) enter into a factoring agreement. (25) Part VIII/ Paragraph 3 hereof, according to which Client undertakes that for the period of the loan agreement s effect, the Client will not, without the prior written consent of the Bank, encumber or mortgage the Client s assets, or provide such assets to any other creditors as other security for the Client s obligation or that of a third party, nor encumber his assets or allow them to be encumbered with any other rights of third parties that would negatively affect the value of the Client s assets. The Bank undertakes that it will not deny its consent without a substantive reason for doing so. (26) Part VIII/ Paragraph 6 hereof, according to which the Bank may assign its rights and obligations ensuing from or in connection with the loan agreement to any third party. The Client gives his explicit consent thereto. The Client may assign his rights and obligations ensuing from or in connection with the loan agreement to any third party only subject to the previous approval of the Bank. (27) Part IX/ Paragraph 1(a) hereof, according to which a breach is any circumstance when the Client commits a material breach of any provision of the loan agreement and no other case of a breach occurs. (28) Part IX/ Paragraph 1(b) hereof, according to which a breach is any circumstance when the Client commits a minor breach of the provisions of the loan agreement and fails to remedy the situation within 15 (fifteen) days from having been notified thereof by the Bank, provided no other case of a breach occurs. (29) Part IX/ Paragraph 1(d) hereof, according to which a breach is any circumstance when the Client s ownership structure is changed without the consent of the Bank, including a change of the controlling person within Section 74 et seq. of Act No. 90/2012, governing the business corporations, or any form of change in accordance with applicable law (mergers, changes of legal form, division, etc.). (30) Part IX/ Paragraph 1(g) hereof, according to which a breach is any circumstance when the Bank finds circumstances that in its opinion may threaten the Client s obligation to fulfil its obligations in relation to the Bank. (31) Part IX / Paragraphs 2(f) and 2(j) hereof, according to which if a breach occurs, the Bank may claim a contractual penalty pursuant to Section 2048 et seq. of the Civil Code of CZK 50,000 (fifty thousand) for each breach of the loan agreement; the Bank s right to claim damages is not affected thereby; and take other legal measures. (32) Part XI/ Paragraph 2 hereof, according to which a breach under Part IX hereof is also a breach of the obligations stipulated in this Part on the part of any person or entity belonging to the Client s group. Effective as of 1 January 2014 Page 09 of 09