CIB BANK LTD S SPECIFIC BUSINESS REGULATIONS PERTAINING TO CREDIT AND LOAN AGREEMENTS FOR SOLE TRADERS

Transcription

1 1 CIB BANK LTD S SPECIFIC BUSINESS REGULATIONS PERTAINING TO CREDIT AND LOAN AGREEMENTS FOR SOLE TRADERS Effective from: 15 March 2014

2 2 TABLE OF CONTENTS 1. Interpretive provisions Content of the Service Credit appraisal and creditworthiness assessment Loan disbursement Consideration Rules pertaining to the unilateral modification of the percentage rate Cancellation and prepayment Gross default during the lending relationship The basis for determining the Interest Base referred to in the Agreements is as follows: Due date Client s obligation in the event of opening a bankruptcy proceeding...9

3 3 These Specific Business Regulations contain the general terms and conditions pertaining to the provision of Credit Facilities and Loans provided by CIB Bank Ltd. (registered office: 1027 Budapest, Medve u ; court of registration: company Court of the Metropolitan Court of Budapest; comp. reg. no.: Cg ; tax number: ; Group tax number: ; EU tax number: HU ; stock exchange membership: Budapest Stock Exchange Limited (Budapesti Értéktőzsde Zrt.), operating licence number: 957/1997/F, III/ /2002) to sole traders. These Specific Business Regulations constitute an annex to the Bank s General Retail Banking Business Regulations ( RBR ) for Consumers and Sole Traders. The definitions and terms used in these Specific Business Regulations shall have the meaning ascribed to them in the RBR. 1. INTERPRETIVE PROVISIONS The provisions of these Specific Business Regulations shall be interpreted and applied together with the other parts of the Agreement, especially the Specific Business Regulations for Consumers and Sole Traders, pertaining to Bank Accounts and Payment Transactions. 2. CONTENT OF THE SERVICE In the Credit Facility Agreement the Bank undertakes a commitment to disburse Loans up to the amount kept available for the Client, in accordance with the conditions determined in the individual Credit Facility Agreements and within the time period specified therein; to discount, accept and confirm, through its signature, bills of exchange; to purchase receivables; and to undertake a bank guarantee, a surety guarantee or a bill surety. 3. CREDIT APPRAISAL AND CREDITWORTHINESS ASSESSMENT 3.1. A Credit Facility (Loan) agreement may be concluded or another long-term credit relationship entered into if the Bank judges the Client's creditworthiness to be appropriate. The Bank shall itself determine the criteria of the test related to the Client's creditworthiness, and it may modify these from time to time if, in its judgement, the modification is reasonable and necessary For the assessment of creditworthiness the Bank shall primarily use the information acquired in the course of its business dealings with the Client, as well as the data and information provided by the Client at specified intervals, but the Bank shall also be entitled to request any additional data, information or documents that it deems necessary for the appraisal A necessary precondition for the appraisal of the credit application, as well as for the renewal of an already granted credit facility, is that the Client provide, within the specified time, the information, data and documents on his finances that are requested by the Bank, and that he do so in the format required by the Bank. 4. LOAN DISBURSEMENT 4.1. If the Bank concludes a Loan Agreement with the Client, the Loan shall in accordance with the conditions stipulated in the Loan Agreement be credited to the Client's Bank Account kept at the Bank or it shall be disbursed to another bank account designated by the Client When it has been credited to the Client s Bank Account, the Loan shall be deemed to have been approved, received and repayable.

4 4 5. CONSIDERATION 5.1. In relation to the lending operation, the Client shall pay the Bank interest, commission, costs or fees in an extent determined in the Contract. If the parties did not separately set down the specification and/or extent of the consideration at the time of contract conclusion, the considerations and the extents thereof as defined in the List of Conditions shall be payable. With respect to the interest payable in the event of a legal lending relationship, the starting day for the purpose of interest calculation is the day on which the Loan is disbursed, and the last day is the day of expiry or, if the Loan is repaid prior to the day of expiry, the day preceding the repayment The fees, costs and commissions payable by the Client shall especially include the following: (a) (b) (c) (d) (e) (f) Credit appraisal fee: If the Bank charges a credit appraisal fee, the extent of such fee is determined by the Bank as a percentage of the requested amount of the Credit Facility or as a concrete amount, and its payment is due at the time specified by the Bank or on the basis of on a payment demand. The Bank does not reimburse the credit appraisal fee, even in the case of a negative credit appraisal. In the case of a positive credit appraisal, the fee may be offset against other fees in the event of an agreement between the Bank and the Client to this effect. Contracting fee: The extent thereof is determined by the Bank as a percentage of the amount of the Credit Facility recorded in the individual Agreement, or as a concrete amount, and its payment is due simultaneously with the first disbursement under the Individual Agreement. Administration fee: The extent thereof is determined by the Bank as a percentage of the amount of the Credit Facility based on the Individual Agreement, or as a concrete amount, and its payment takes place in accordance with the terms of the Individual Agreement. Commitment fee: The extent thereof is determined by the Bank as a percentage of nondrawn down portion of the Credit Facility or Loan kept available based on the individual Agreement, and its payment is due at the end of the month/quarter and at the expiry of the Individual Agreement. The initial and final dates of payment of the commitment fee are determined in the Individual Agreement. Disbursement commission: The extent thereof is determined by the Bank as a percentage of the drawn down/disbursed amount of the Credit Facility, or as a concrete amount, and its payment is due simultaneously with the most recent drawdown. Payment of the fee shall be effected, unless otherwise provided in the Individual Agreement, by way of the Bank s debiting the amount of the fee against the Client's Bank Account. Contract amendment fee: The Bank shall be entitled, in the event of any amendment implemented at the Client's request after the execution of any Contract concluded with the Client, to charge a contract amendment fee, the payment of which shall be due at the time of the amendment. The fee contains the administration, IT program preparation, data recording, risk assessment, etc. costs incurred in relation to the contract amendment. Contract amendment shall mean all those modifications to the agreement and the auxiliary obligation(s) securing the agreement that affect the substance and duration of the legal relationship. The extent of the fee is established by the Bank in an amount determined per contract amendment.

5 5 (g) Transaction costs: The Client shall, within 3 (three) Bank Working Days from the communication of the request to such effect, pay to the Bank all the costs and expenses (including legal fees) reasonably incurred by the Bank in relation to the drafting, execution, maintenance and performance of the Individual Agreement and the related agreements (including the costs of communication, assessment and coordinative discussions related to these), in the manner agreed with the Client in advance. (h) Charges associated with the enforcement of rights: The Client shall, within 3 (three) Banking Days from the communication of the related certified request, reimburse to the Bank all the costs and expenses (including legal fees) reasonably incurred by the Bank in relation to the enforcement or protection of the Individual Agreement and the related Agreements. The Client shall pay the above costs and expenses in the same currency in which the Bank incurred them. (i) (h) (i) (j) (k) Prolongation fee: In respect of the contract amendment related to the prolongation of the availability period and the final maturity date requested by the Client, the Client shall, on the day on which the amendment of the Individual Agreement takes effect, pay a prolongation fee determined as a percentage or as a concrete amount. In such cases the Bank shall not charge a contract amendment fee. Monitoring fees: As coverage for the Bank s expenses incurred during its monitoring activity related to the Individual Agreement, the Client shall pay to the Bank, on the 10th Banking Day following each calendar quarter, a monitoring fee determined as a lump sum, with the proviso that if this day is not considered as a working day, the due date shall be the immediately following working day. Extraordinary monitoring fee: The Client shall pay to the Bank an extraordinary monitoring fee determined in a lump sum each time the Client fails to fulfil its obligation under the Individual Agreement regarding information or data reporting within the specified deadline (including especially, but not exclusively, any reports, title deeds, property appraisals, quarterly data report summaries, etc.). Payment of the above fee shall be due on the Bank Working Day following the last day of the missed deadline, and then monthly, on the day corresponding in number to the Bank Working Day following the last day of the missed deadline, until the day on which the Client fulfils its obligation under the Individual Agreement regarding the provision of information and data. Turnover shortfall commission: If the turnover on the Client s Bank Accounts managed by the Bank does not reach the extent specified in the Individual Agreement, the Client shall pay, after the elapse of the period(s) concerned, within 3 (three) Bank Working Days from the Bank s related notification, the commission specified in the contract, with respect to the difference between the prescribed and the actual turnover. Fees, costs and duties payable to third parties: The Client shall bear the costs of drawing up and notarising the Individual Agreement. These fees, costs and stamp duty shall be paid by the Client directly, when due, to the third person charging such fees, costs and duties. If the above amounts are paid by the Bank, the Client shall be obliged to reimburse any amounts certifiably paid by the Bank, based on the Bank's written notice, within 3 (three) Bank Working Days.

6 6 (l) Prepayment fee: In the event of early repayment of the Loan, the Client shall pay a fee determined as a percentage of the prepaid amount or as a fixed amount, unless such early repayment takes place (i) (ii) on the last day of the Interest Period; based on an extraordinary market situation referenced in section of RBR; (iii) as a consequence of the case(s) specified as obligatory prepayment; or (iv) on the basis of the Client s refusal to accept a unilateral contract amendment performed by the Bank. (m) Credit promissory note fee: The Client shall pay to the Bank a fee determined as a percentage or as a specified amount in the event that a credit promissory note is issued, and the extent and due date of such fee shall be regulated by the agreement between the Client and the Bank. (n) (o) (p) Public warehouse bond-backed Loan monitoring fee: The Bank shall pay to the Bank a fee of a specified amount in the event that goods represented by a warehouse bond are checked by the Bank or its agents, per occasion, whenever such check takes place, and the payment of such fee shall be due within 3 (three) Bank Working Days from the Bank's written notification. Monitoring fee related to the pre-financing of agricultural subsidies: The Client shall pay to the Bank a fee of a specified amount on the last Bank Working Day of each calendar month, to cover the Bank s costs incurred in relation to its monitoring activity performed during the pre-financing of agricultural subsidies. Fee for exchange of public warehouse bonds: The Client shall pay to the Bank a fee of a specified amount in the event that public warehouse bonds are exchanged, and the payment of such fee shall be due simultaneously with the physical delivery and acceptance of the public warehouse bonds The Client agrees to reimburse to the Bank, upon request from the Bank, any additional costs that are incurred due to the fact that after the day when a credit facility agreement, a bank guarantee agreement and L/C commission agreement and framework agreements between the Bank and the Client, a new statutory regulation enters into force, an effective statute is modified, or its interpretation or application changes, including any mandatorily applicable provisions issued by a national or international bank supervisory authority or a central bank (especially any regulation regarding capital adequacy, or central bank or liquidity reserves or similar costs). For the purposes of this section, additional cost shall mean (a) any additional cost; or (b) a reduction in the returns on a credit facility or bank guarantee/letter of credit limit or the equity capital; or (c) a reduction in the amounts payable on the basis of the referenced agreements, which is only charged to or incurred by the Bank or its affiliated undertakings because the Bank has concluded these agreements, or because it performs or finances its obligations under them on the interbank market. 6. RULES PERTAINING TO THE UNILATERAL MODIFICATION OF THE PERCENTAGE RATE The provisions regulating the Bank s unilateral modification of an Agreement concluded with a Client not considered as a Consumer are contained in RBR.

7 7 7. CANCELLATION AND PREPAYMENT In the absence of a provision of the Agreement to the contrary, the Client shall be entitled to cancel part or whole of the Credit Facility (Loan) Agreement at any time in writing, provided that, at the time of the cancellation, it has met all its obligations to the Bank arising under the Credit Facility (Loan) Agreement. If the Client has effected a prepayment, then, unless otherwise provided in the Individual Agreement, the prepaid amount shall be settled in the last repayment instalment. 8. GROSS DEFAULT DURING THE LENDING RELATIONSHIP 8.1. During the lending relationship in addition to the gross Events of Default defined in RBR the following events shall qualify as gross Events of Default: a) any violation of the obligation of cooperation, notification, and provision of information b) the unilateral cancellation by the Client of the Bank Account Agreement; c) the Client fails to meet when due any of its payment obligations outstanding towards the Bank under any title; d) the opening or keeping of a current account at another credit institution without the prior notification of the Bank e) the taking up of another loan without the prior approval of the Bank, which is deemed conduct aimed at the removal of funds securing repayment f) the Client files for bankruptcy, or bankruptcy proceedings or dissolution proceedings are initiated against it, or a third person initiates foreclosure proceedings against the Client s assets g) the Client fails to comply with any of its obligations determined in a final court judgement or ruling h) significant changes occur in the Client s financial position, management, ownership structure or operation which in the Bank s opinion jeopardize the performance by the Client of its obligations, or in the Bank s opinion the Client becomes uncreditworthy In the event of a gross Event of Default, the Bank shall be entitled to cancel the credit facility (loan) agreements unilaterally and with immediate effect, unless a bankruptcy proceeding is opened. As of the date of the notice of termination, the Bank shall be entitled to charge default interest and to exercise any of its rights of foreclosure with respect to all the collaterals stipulated on the basis of the Agreement Irrespectively of any Events of Default, the Bank shall be entitled to cancel, unconditionally, with immediate effect and without any liability for indemnity or compensation for damages, any Credit Lines related to any unused credit lines provided by the Bank to the Client under the Credit Facility Agreements, if the Bank is of the opinion that the continued availability of the credit facility would endanger the Bank s compliance with the statutory regulations on prudential banking operations. The Client shall also be entitled to enforce its right to cancel any unused Credit Lines with immediate effect. A cancellation of a Credit Line in the manner described in this section unless otherwise provided by the related Individual Agreement shall not affect the Loans disbursed prior to such cancellation.

8 The cancellation shall not affect the Bank's commitments vis-a-vis any third party undertaken under the Agreement; however, at the Bank's demand, the Client shall be obliged to make the funds necessary for fulfilment of such commitments available to the Bank without delay In the event that the credit facility (loan) agreement(s) are cancelled with immediate effect by the Bank in consideration of an Event of Default, the Client shall be obliged to immediately settle all its outstanding payables to the Bank In the event that the Loan Agreements are terminated with ordinary notice, the Bank shall have the right to refuse to disburse any further loans during the notice period. 9. THE BASIS FOR DETERMINING THE INTEREST BASE REFERRED TO IN THE AGREEMENTS IS AS FOLLOWS: 9.1. BUBOR (Budapest Interbank (Forint) Offered Rate): a benchmark interest rate, calculated according to the methods stipulated in the regulations of the Hungarian Forex Society (MFT) from the quoted interbank forint lending rates of those banks specified by the MFT Professional Committee, and which the National Bank of Hungary publishes on every Bank Working Day on Reuters' BUBOR page and makes available to the press for the purposes of publication LIBOR (London Interbank Offered Rate): the average of the interbank interest rates charged by 16 reference banks selected by the British Banking Association for the major currencies (USD, EURO, CHF, JPY etc.) for 15 maturity periods on the London euro-currencies market. The time of interest rate fixing is 11 a.m. GMT EURIBOR (Euro Interbank Offered Rate): the interest rate that prime banks charge each other for euro interbank deposits within the eurozone. This interest rate is the average of the quoted daily interest rate of the eurozone's top 57 banks for 15 different maturities. The time of interest rate fixing is a.m. CET. The interest rate is quoted to three decimal places CIB Bank Prime Rate: the benchmark interest rate that the Bank charges for loans to preferred corporate Clients. This rate is quoted in the newsletter on forint interest rates sent to resident Hungarian companies EONIA (Euro Overnight Index Average): the average interest rate of overnight euro loans granted on the eurozone Brussels interbank market. (This interest rate can be found on Reuters, Eonia, page 1) Banking Day for the purpose of these Specific Business Regulations: any such day on which the banks in Budapest, London, New York, and the countries of currencies in which the Bank has granted loans, are open, carry on usual business operations, and conduct deposit and foreign currency transactions, and, in the case of currencies other than these, those days on which the banks of the given currency's financial centre are open; and in the case of the euro, every week day, with the exception of 25 December and 1 January. In the case of banks operating in Budapest, the bank holidays that are taken are not Banking Days in respect of any currency. 10. DUE DATE Should any payment-due day, as specified in the contract, not be a Banking Day, payment shall be due on the next Banking Day that follows it, or, if in that specific calendar month there are no more Banking Days, the due date shall be the Banking Day immediately preceding it.

9 9 11. CLIENT S OBLIGATION IN THE EVENT OF OPENING A BANKRUPTCY PROCEEDING If the Client files for bankruptcy, it shall in accordance with the provisions of Act XLIX of 1991 on bankruptcy and dissolution proceedings and the provisions of the section on the Principles of Cooperation and Information in this RBR notify the Bank and provide proof thereof. The application for the initiation of bankruptcy proceedings, provided with the competent court s receipt stamp, completed on a standard form as prescribed by the applicable provision of law, shall qualify as a substantive notification. If the Client notifies the Bank in a manner other than that described above or in the Csődtv., or there is no notice of any kind, the Bank shall continue to have the right to enforce its claims against the Client s Bank Account, and it shall not be bound by the obligation under Section 8 (5) of the Csődtv. ***