GENERAL TERMS AND CONDITIONS OF CREDIT FACILITY AGREEMENTS AND BANK GUARANTEE AND LETTER OF CREDIT COMMISSION AGREEMENTS IN THE SMALL AND MEDIUM-SIZED ENTERPRISE DIVISION Effective from the13th of January, 2016 1.
TABLE OF CONTENTS 1. Definition of terms and interpretive provisions 2. Credit facility 3. Bank Guarantee and Letter of Credit 4. Prerequisite Documents 5. Payments 6. Multi-currency Credit Facility Agreements 7. Optional currency 8. Interest calculation 9. Declarations 10. Information-provision commitments 11. General covenants 12. Events of default 13. Securities 14. Bill of exchange agreement 15. Consideration 16. Transaction costs 17. Prepayment 18. Other conditions 19. Notification 20. Release of information 21. Partial invalidity 22. Amendment 23. Governing law and assertion of rights 2.
GENERAL TERMS AND CONDITIONS OF CREDIT FACILITY AGREEMENTS AND BANK GUARANTEE AND LETTER OF CREDIT COMMISSION AGREEMENTS INTRODUCTORY PROVISIONS This document sets out the general terms and conditions (hereinafter: GTC) of the credit facility agreements (hereinafter: Credit Facility Agreement); and the bank guarantee and letter of credit commission agreements and framework agreements (hereinafter: Bank Guarantee/Letter of Credit Commission Agreement, and separately, Bank Guarantee Commission Agreement, and Letter of Credit Commission Agreement), (the Credit Facility Agreement and the Bank Guarantee/Letter of Credit Commission Agreement hereinafter together: Agreement) concluded between CIB Bank Zrt. (registered office: 1027 Budapest, Medve u. 4-14., incorporated on 9 November 1979 and registered by ruling no. 41.004/1 of the Company Court of the Metropolitan Court of Budapest under registry number 01-10-041004, based on a licence issued by the Hungarian Money and Capital Markets Supervisory Authority dated 27 November 1997; number of operating licence: 957/1997/F., hereinafter: Bank) and its Clients, which the Client shall accept by signing the Agreement and which constitute an inseparable part of the Agreement entered into between the Bank and the Client. The effect of these GTC shall apply to all such credit or loan provision, and to all such bank guarantee or letter of credit commission agreements and facility agreements that are provided by the Bank from its own resources to its Clients with annual net sales revenue of more than HUF 300,000,000 but less than HUF 15,000,000,000, and to its Clients belonging to the small and medium-sized enterprise segment. Unless otherwise provided by the Parties, the provisions of the GTC shall apply to the Agreement concluded under the effect of the GTC even if the annual net sales revenue of the Client falls below HUF 300,000,000 or rises above HUF 15,000,000,000, or if the Bank reclassifies the Client into another segment. The Bank shall also make available the GTC and the amendments thereto to its Clients in its branches and on its website (www.cib.hu); these may be viewed or studied by anyone during advertised business hours. These GTC shall apply to the business relationship established with the Client even if the Client has not formally acknowledged these GTC in writing, as the Client shall be deemed to have acknowledged and accepted these GTC through the very act of his entering into a business relationship with the Bank and through conduct that is otherwise suggestive thereof. In matters not regulated in these GTC, the provisions of the General Corporate Business Regulations shall apply, with these latter constituting an inseparable part of the Agreement. In the case of any discrepancies between the Agreement or the GTC or the Business Regulations, the provisions of the Agreement shall apply. In the case of any discrepancies between the provision of the GTC and the Business Regulations, the provisions of the GTC shall apply. 1. Definition of terms and interpretive provisions The capitalised terms defined in the Business Regulations and not otherwise defined in these GTC shall have the same meaning in respect of any Agreements concluded under the effect of these GTC as well as in respect of these GTC. In the Agreement, and in these GTC, the following capitalised terms shall have the meanings ascribed to them below: Tax: taxes, charges, duties or other public liabilities collectable as taxes (including tax advances) together with any default interest, penalties, surcharges and costs. Tax deduction: any deductions made against an amount payable under or in connection with the Agreement with respect to any Tax. Letter of Credit: an instrument setting forth a letter of credit issued by the Bank under the Bank Guarantee/Letter of Credit Commission Agreement. Parent Company: the entity defined as the parent company in accordance with Act C of 2000 on Accounting. Bank Guarantee: a guarantee issued by the Bank according to the provisions of the Bank Guarantee/Letter of Credit Commission Agreement. Balance of the Bank Guarantee/Letter of Credit: a limit indicated in an issued Bank Guarantee/Letter of Credit, less the amount that has already been disbursed by the Bank under the Bank Guarantee/Letter of Credit on the basis of the Beneficiary s Demand for Payment/Drawing Request, or in respect of which the Bank Guarantee/Letter of Credit has lost effect. Security Provider: any such person (including the Client) who provides security for securing the Client s obligations under or in connection with the Agreement. BUBOR: in respect of each Interest Period, the reference interest rate, which appears on the second Working Day preceding the first day of the given Interest Period, at or around 11:00 a.m. CET, for HUF with respect to a period identical or comparable to the given Interest Period on the BUBOR= page of the Reuters terminal (or, if such page is replaced or if the service discontinues, on the page of another service reasonably determined by the Bank, the characteristics of which are closest to the characteristics of the original page and service). CIB Bank Group shall have the meaning ascribed to it in the Business Regulations. 3.
CIB Prime Rate: the reference interest rate calculated and published with respect to the given Interest Period, on the first Working Day, in the case of forint, and on the second Working Day, in the case of other currencies, preceding the first day of the given Interest Period, in the manner defined in the List of Conditions, with the proviso that, due to the immediate review, the interest rate adjusted in accordance with the List of Conditions shall be applied as from the time of its publication with respect to the Interest Period then underway as well. Consideration: the fee, charge, costs or any kind of consideration payable to the Bank under or in connection with the Agreement, in accordance with section 15 of the GTC, for or in connection with the services provided by the Bank. EURIBOR: in respect of a given Interest Period, the reference interest rate, which appears on the second Working Day preceding the first day of the given Interest Period, at or around 11:00 a.m. CET, for euro with respect to a period identical or comparable to the given Interest Period on the EURIBOR= page of the Reuters terminal (or, if such page is replaced or if the service discontinues, on the page of another service reasonably determined by the Bank, the characteristics of which are closest to the characteristics of the original page and service). Event of Default: any act, omission or other event defined as such in section 12 below and, beyond the cases covered by section 12 (in the case of Agreements concluded prior to 15 March 2014, unless the Parties have agreed to apply the provisions of Act V of 2013 on the Civil Code (hereinafter: new Civil Code), those covered in Article 525 of Act IV of 1959 on the Civil Code, or (in the case of Agreements concluded on or after 15 March 2014, if the Parties have agreed on the application of the new Civil Code), those covered in Article 6:382 para. (4) and Article 6:387 of the new Civil Code. Party: a person indicated as a party in the Agreement. Financing Document: (a) the Agreement (including the Annexes thereof); (b) the drawdown request submitted to the Bank, issuance form; (c) any other document signed in connection with the Agreement which contains a covenant (including, without limitation, any suretyship and security agreement signed in connection with the Agreement); (d) the Business Regulations (including the List of Conditions); and (e) any document classed as such under an agreement between the Bank and the Client. Payment Account: the Client s payment account(s) specified in the Agreement (including the Current Account and Charge Account specified herein). Disbursement Day: the day on which a loan is disbursed, when the payment account of the Client or other person has been credited with the amount of the disbursed loan. Hpt.: Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises, or any legal regulation as may replace it. Demand for Payment: a notification of intent to exercise submitted to the Bank on the basis of any Bank Guarantee in accordance with the provisions and terms defined therein. Drawing Request: a request to make payment submitted to the Bank on the basis of any Letter of Credit in accordance with the provisions and terms defined therein. Interest Period: the period defined for the term in the Credit Facility Agreement, during which the extent of the interest rate except for any unilateral contract amendment (including any changes resulting from an immediate review of the CIB Prime Rate remains the same. Affiliated Undertaking: the entity defined as an affiliated undertaking in Act C of 2000 on Accounting or in any legal regulation as may replace it. Beneficiary: the person indicated as such in a Bank Guarantee/Letter of Credit. Surety: any person who undertakes a suretyship for the performance of the Client s obligations existing under or in connection with the Agreement. Unauthorised Credit: the amount of the payment executed by the Bank on the basis of the Bank Guarantee/Letter of Credit Agreement, for which the Client s payment accounts kept at the Bank and the Client s deposit placed at the Bank did not provide sufficient coverage when such amount was due for payment. Cash Collateral: the amount placed as a deposit on any of the Security Provider s payment accounts (or on its blocked sub-account) kept at the Bank in the value and in the currency corresponding to the Balance of the Bank Guarantee/Letter of Credit that has been or is to be issued, or, in the case of another currency, in an amount corresponding to the percentage of the Balance of the Bank Guarantee/Letter of Credit determined in the List of Conditions or in the Bank Guarantee/Letter of Credit Commission Agreement, calculated at the Exchange Rate of Record, over which the Client and (if this is a different person) the Security Provider may not dispose until the Bank has ascertained, on the basis of evidence acceptable to it, that the Bank has no further obligations under the Bank Guarantee/Letter of Credit. List of Conditions: the Bank s latest terms and conditions applicable to business and other organisations and to sole traders, and published in accordance with the Business Regulations, including the interest terms and conditions. Subsidiary: the entity defined as a subsidiary in Act C of 2000 on Accounting or in any legal regulation as may replace it. Material Adverse Impact: any material adverse impact pertaining to (a) the ability of the given person to fulfil its obligations under the Financing Documents; or (b) the validity or enforceability of any Financing Document; or (c) the given person s financial management or net-worth (financial) position and/or credit-worthiness. 4.
LIBOR: in respect of each Interest Period, the reference interest rate, which appears on the second Working Day preceding the first day of the given Interest Period, at or around 12:00 a.m. CET, for the given currency with respect to a period identical or comparable to the given Interest Period on the LIBOR01 page of the REUTERS terminal (or, if such page is replaced or if the service discontinues, on the page of another service reasonably determined by the Bank, the characteristics of which are closest to the characteristics of the original page and service). Permitted Encumbrance: any such security as: (a) is generated during the Client s normal course of business, not as a result of the Client s breach of Agreement or failure; (b) is indicated as such in the Agreement; (c) at the time of conclusion of the Agreement, is included in the pledge registry managed by MOKK (Hungarian Chamber of Notaries), in the loan securities register, in the real estate registry, in the companies register or in any other certified public records. Working Day: all such days on which the Bank is open for business in Hungary, thus on which the Bank accepts orders from the Client and: (a) if on such day payments are to be made in euro or euro is to be purchased, this shall be the day on which payments that are to be made in euro may be financially settled through the TARGET system; or (b) if on such day payments are to be made in other currencies or other currencies are to be purchased, this shall be the day on which the banks are open for business in London and in the financial centre of the given currency. Exchange Rate of Record: the official FX exchange rate quoted by the National Bank of Hungary on the given calculation day, in respect of the given currency. Currency of Record: the currency of the loan defined by the Client in the drawdown request or in the conversion request, in accordance with section 6 of these GTC. Breach of Agreement (a) an Event of Default; or (b) an event which may become a Termination Event upon the expiry of a payment deferment, upon the sending of a notice, through a calculation performed on the basis of, or the establishment of a fact based on, the Financing Documents, or as a combined consequence of these. Day of Performance: any such day on which, on the basis of the Beneficiary s Demand for Payment/Drawing Notice in accordance with the provisions of the Bank Guarantee/Letter of Credit, the Bank performs a payment in favour of the Beneficiary. Multi-Currency Credit Facility Agreement: a Credit Facility Agreement based on which the Client may request disbursement of the loan in a currency different from that of the Client s credit facility, in one of the currencies defined in the Credit Facility Agreement. Client Group: (a) such companies related to the Client and/or to each other, one of which according to the definition under Article 3 para. (2) point 1 of the Act C of 2000 on Accounting exercises determining control over the other member(s) of the group, or (b) such companies related to the Client where, due to their relationship, there is a likelihood that if one of the companies incurs any financial problems then the other(s) will also have repayment difficulties. Such relationships should primarily include the following: (i) suretyship, unconditional suretyship, guarantees and other collaterals; (ii) unlimited joint and several liability based on a legal regulation or an agreement; (iii) direct commercial dependence which, in the short term, can neither be terminated nor replaced by another business relationship. Business Regulations: the Bank s latest General Corporate Business Regulations. Unless the context of the text expressly requires otherwise, the following terms are to be interpreted as follows: (a) alienation means a transfer or any other type of alienation (including the act of handover as a non-pecuniary contribution), or letting, handover for use (on a usufructuary or lease basis) or other legal transaction as a result of which the owner of an item of property (the person entitled to dispose over it) changes, including any case where such right of disposal is exercised on the basis of a legal regulation or a resolution of a court or other authority, or otherwise, regardless of the disposing person's transactional intent, and the term to alienate shall be interpreted in accordance therewith; (b) a Breach of Agreement (except for an Event of Default) occurs or exists if the Client has failed to eliminate the circumstance constituting the basis thereof or the Bank has not waived its right to enforcement in respect thereof; (c) an Event of Default occurs or exists if the Bank has not waived its right to enforcement in respect thereof; (d) legal regulation means a legal regulation that has a binding effect on any Party, or any other instrument of legal control, or any other regulation, provision, directive or court/authority resolution having a binding effect based on a law or a standard, which has been issued by a person or organisation endowed with appropriate authority or competence, including any stipulation or directive having a binding effect on both Parties which has been issued by any governmental, inter-governmental or supranational body, representational entity, or regulatory, self-regulatory or other authority or organisation; any reference to a legal regulation shall also include any subsequent amendments thereto, or any new legal regulation that replaces the previous legal regulation; 5.
(e) security shall include, as per the applicable legal regulations, a pledge (mortgage), security deposit, suretyship, a guarantee undertaken by the bank (bank guarantee), a guarantee undertaken by some other person, and an assignment aimed at securing a claim, or a transfer of ownership (provision of a call option), or to any other contract or agreement whose purpose is to establish a security interest (a charge) on an asset, an object, a right or some other item of property, including a commitment with respect to account keeping, or to the transacting of a specified volume of account turnover; (f) item of property (asset) means any kind of present or future movable property or real estate or any revenue, claim or right; (g) a reference to any deed (including any Financing Document) shall also refer to any amendment of such deed; (h) any Prerequisite Documents shall include the Prerequisite Documents listed in the Agreement, as well as the First Disbursement Prerequisite Documents, the Disbursement Prerequisite Documents and the Additional Prerequisite Documents; (i) a reference to any person (including the Bank and the Client) shall mean any natural or legal person, as well as any association of natural and/or legal persons, any business organisation or state/governmental organisation or municipality, or any organisation/agency thereof with independent authority, as well as any other legal or non-legal entity, including its legal successors, assignees of claims and the transfer recipients of their rights and obligations, provided that the assignment of claims and the transfer of rights and obligations takes place in compliance with the provisions of the Agreement on the basis of which such claim and/or debt exists; (j) debt means any present or future cash debt obligation existing on the basis of a loan or a guarantee (surety) or on any other legal grounds, including any conditional obligation; (k) the issuing of a banker s covenant includes the opening of a Letter of Credit and the issuing of a Bank Guarantee; (l) a Bank Guarantee/Letter of Credit shall lose effect (partially or fully), if: (i) the highest amount payable under such Bank Guarantee/Letter of Credit has, in compliance with the terms of the Bank Guarantee/Letter of Credit, been reduced or cancelled (with the proviso that the amount with respect to which the Bank Guarantee/Letter of Credit has lost effect is identical to the amount of its reduction or to the amount with regard to which the Bank Guarantee/Letter of Credit has been cancelled); or the Bank has ascertained that it has no further obligations under the Bank Guarantee/Letter of Credit; (m) the terms month, months, quarter or quarters refers to a period which starts on a given day of any calendar month and ends on such day of the next calendar month, or of any consecutive month, which corresponds to the starting date, unless: (i) the day corresponding to the start date is not a Working Day, in which case the period shall end on the next Working Day (if any) of the given month, or (in the absence of such day) on the previous Working Day; (ii) if in the month in which the given period ends there is no day corresponding to the starting date, then the period shall end on the last Working Day of the given calendar month; (iii) notwithstanding the provisions of section (i) above, a period starting on the last Working Day of a given month shall end on the last Working Day of the next or any consecutive calendar month; and (n) the terms calendar month, calendar quarter, calendar semester or calendar year shall mean the period starting on the first day of any calendar month and ending on the last day of the next, and of any consecutive, calendar month, unless such last day is not a Working Day, in which case the period shall end on the previous Working Day. 2. Credit facility Depending on the manner of disbursement and repayment of the loans disbursed to the debit of the credit facility defined in the Credit Facility Agreement, the Bank keeps available for the Client the credit facility as (a) term credit facility; (b) a revolving credit facility; or (c) overdraft credit facility. (a) A term credit facility is a credit facility on the basis of which in accordance with the agreement between the Bank and the Client one or more loans may be disbursed to the extent of the credit facility determined in the Credit Facility Agreement, and the Client is obliged to repay the loan in accordance with the agreement between the Bank and the Client in one or more instalments, on the understanding that the amount repaid by the Client shall not be available to the Client again. (b) A revolving credit facility is a credit facility on the basis of which in accordance with the agreement between the Bank and the Client one or more loans may be disbursed to the extent of the credit facility determined in the Credit Facility Agreement, and the Client is obliged to repay the loan in accordance with the agreement between the Bank and the Client in one or more instalments. The Client may repeatedly draw down any amounts that have already repaid by it, to the extent of the available credit facility, during the availability period defined in the Credit Facility Agreement. (c) An overdraft credit facility is a credit facility on the basis of which one or more loans may be disbursed, the total amount of which may not exceed the amount of the credit facility determined in the Credit Facility Agreement. The loans are drawn down by way of execution of the Client s payment orders related to its Payment Account kept at the Bank, whenever the balance of the Payment Account does not provide sufficient coverage for the execution of such orders. A multi-currency credit facility is a term credit facility or a revolving credit facility on the basis of which the Bank registers one or more disbursed loans, in accordance with the Client's instructions, in one of the currencies defined in the Credit Facility Agreement. 6.
The Bank is entitled, but not obliged, to check whether the loans disbursed under the Credit Facility Agreement are being used in accordance with the purpose of the credit facility. 3. Bank Guarantee and Letter of Credit 3.1 The Bank shall, on behalf of the Client, issue a Letter of Credit/Bank Guarantee, in compliance with the provisions of the Bank Guarantee/Letter of Credit Commission Agreement. 3.2 The Bank may issue the following types of Bank Guarantee: completion bank guarantee; performance, warranty or guarantee bank guarantee; purchase price payment bank guarantee; payment bank guarantee; rental fee payment bank guarantee; leasing fee payment bank guarantee; advance payment bank guarantee; bid surety bank guarantee; credit / aid repayment bank guarantee; transit (EU) bank guarantee; customs and excise surety bank guarantee; and counter- or fall-back guarantee. 3.3 The bank guarantee commitment note or bank guarantee declaration of intent is a declaration issued by the Bank at the Client's request, according to which, if the terms defined in the Bank Guarantee/Letter of Credit Commission Agreement are fulfilled, the Bank shall issue, in favour of the Beneficiary, a Bank Guarantee with the content specified in the bank guarantee commitment note or bank guarantee declaration of intent. The bank guarantee commitment note or bank guarantee declaration of intent may, depending on its content, oblige the Bank to issue a Bank Guarantee, or not oblige it do so. With respect to the binding bank guarantee commitment note or bank guarantee declaration of intent the provisions regarding the issuing of a Bank Guarantee shall be applied as appropriate, and, in terms of the available bank guarantee limit, it shall qualify as an issued Bank Guarantee. 3.4 If, on the basis of the Bank Guarantee/Letter of Credit Commission Agreement, the Bank keeps a bank guarantee/letter of credit limit available to the Client, and the Balance of the Bank Guarantees/Letters of Credit issued by the Bank exceeds the bank guarantee/letter of credit limit, then the Client shall, with respect to the differential between the Balance of the Bank Guarantees/Letters of Credit and the bank guarantee/letter of credit limit, provide Cash Collateral, or the Client shall cause the Bank Guarantees/Letters of Credit to lose their effect to an extent that ensures that the Balance of the Bank Guarantees/Letters of Credit does not exceed the bank guarantee/letter of credit limit. 3.5 The Bank Guarantee (and the related bank guarantee commitment note or declaration of intent) and the Letter of Credit may be issued in Hungarian, English, German, Italian or French. 3.6 The Client understands that the Bank: (a) is not obliged to conduct any investigations or to request the consent or the opinion of any person (including the Client) prior to effecting a disbursement to the Beneficiary in accordance with the terms of the Bank Guarantee/Letter of Credit; and (b) is only obliged to examine the documents submitted to the Bank (unless, pursuant to the latest effective standard applicable to letters of credit/bank guarantees [currently: UCP 600, ISP 98 and URDG 758], such examination is not compulsory), and the Bank is not obliged to investigate or to take into account the legal relationship between the Client and the Beneficiary, or any objection or counterclaim, objection against offsetting that the Client may be entitled to, or the act or interests of any persons. 3.7 The Client s obligations to the Bank shall not be affected by: (a) the originality, authenticity or appropriate content of a Demand for Payment/Drawing Notice or of any deed; and (b) any incapacity or limited capacity or limited authorisation on the part of the person signing the Demand for Payment/Drawing Notice or other official deeds. 3.8 The Bank shall be entitled to terminate the Bank Guarantee/Letter of Credit Commission Agreement without explanation, with immediate effect and without any liability for indemnity or consideration for damages, and to refuse to issue the Bank Guarantee/Letter of Credit at any stage of the process, if the Bank is of the opinion that the issue of the Bank Guarantee/Letter of Credit would endanger the Bank s compliance with the legal regulations on prudent conduct with respect to the Bank s operation, including in particular the cases that give grounds for suspicion of money laundering or terrorist activity under Act CXXXVI of 2007 on the prevention of money laundering and terrorism financing, or if the Bank considers that the Client s conduct gives grounds for suspicion of criminality, or is likely to be related to a criminal act. 3.9 The Bank, in the case of all such Bank Guarantee/Letter of Credit Commission Agreements with respect to which the effect of the new Ptk. extends, shall without delay notify: (a) the Client of the payment made to the Beneficiary based on the Bank Guarantee/Letter of Credit; and (b) the Client, and the Beneficiary, of the refusal to make payment based on the Bank Guarantee/Letter of Credit (while also indicating the reasons for such refusal in the notice). 4. Prerequisite Documents If the Agreement stipulates the submission of any prerequisite documents, the Client shall agree to procure, at its own expense, and to submit to the Bank all such Prerequisite Documents, with the content deemed acceptable by the Bank. 5. Payments 5.1 If the due date of an amount payable to the Bank is not specified by the Agreement, or by the Bank Guarantee/Letter of Credit issued under the Bank Guarantee/Letter of Credit Commission Agreement or by these GTC, then payment of such amount shall be due on the day defined in the List of Conditions, or, in the absence of this, on the third Working Day from the Bank's payment demand. 7.
5.2 The Client shall pay any amounts that become due under the Agreement to the appropriate Payment Account managed by the Bank, in compliance with the provisions of the Agreement. Such payments shall be effected on the due date in the currency in which the payment obligation was incurred or in the currency of the debt. Payments shall be deemed to have been performed when the amounts paid by the Client have been credited on the Bank s own account. 5.3 The due amount shall be paid in such manner that, on the due date, the Bank shall debit the due amount against the Client's Payment Account kept in the appropriate currency. 5.4 If repayment of the loan or payment of the interest is due in a foreign currency, and such repayment/payment is effected from a HUF Payment Account, the Bank shall, on the second Working Day preceding the due date, separate on the Client s HUF Payment Account the forint consideration for the loan that becomes due for payment calculated at the FX commercial sell rate quoted by the Bank on the second Working Day preceding the due date, and the Bank shall, on the due date, use such amount for the repayment of the loan or the payment of the interest, or, if at such time sufficient funds are not available on the HUF Payment Account for the payment of the loan that becomes due for payment, then the Bank shall debit such account, on the due date, with the forint consideration for the loan/interest due for payment or its remaining part calculated at the FX sell rate quoted by the Bank on the due date. 5.5 If any payments, other than those mentioned in section 5.4, are due under the Credit Agreement in a foreign currency, and such payments are to be effected from a HUF payment account, conversion between currencies shall be based on the Bank's commercial FX sell rate valid with respect of the date of payment (quoted on the second Working Day preceding the day of payment), and the related coverage must be available on the HUF Payment Account by not later than 10.00 hrs on the second Working Day preceding the due date. If a payment is due in Hungarian forint, and such payment is to be effected from a FX Payment Account, conversion between currencies shall be based on the Bank's commercial FX buy rate valid with respect of the date of payment (quoted on the second Working Day preceding the day of payment), and the related coverage must be available on the FX Payment Account by not later than 10.00 hrs on the second Working Day preceding the due date. If the coverage is available by the due date on the account, the Bank shall apply the FX exchange rate to the conversion. 5.6 The Client authorises the Bank to separate the funds necessary for the conversions on the Payment Accounts to be debited, as necessary, two Working Days prior to the due date, and to execute the conversions without any separate instruction from the Client. 5.7 The Bank is entitled to offset any of the Client s overdue debts outstanding towards the Bank on the basis of the Financing Documents, or arising under any other legal title, in accordance with the relevant provisions of the Business Regulations. The right of offsetting shall not affect the Bank s right to enforce its claim in any other manner. The Client shall not be entitled to offset the Bank s debts outstanding towards the Client against the Client s payment liabilities existing on the basis of the Agreement or in relation thereto, and the payments to be performed by the Client on the basis of the Agreement shall be performed without any deduction on the grounds of a claim for offsetting (objection) or other receivable. 5.8 If the due date of any amount payable under the Agreement does not fall on a Working Day, such amount shall be payable on the next Working Day, unless there are no more Working Days left in the given calendar month, as then the due date shall be the Working Day immediately preceding that. 5.9 The Bank shall settle the Client s payments in compliance with the related legal regulations. If the Client incurs several debts under the same legal title, payment shall be settled with respect to the earliest debt 5.10 If the Client has debts to the Bank under several legal titles at the same time, and the amount paid by the Client only covers a part of such debts, the Bank may at its own discretion allocate the amount received to cover the debt the expired earlier or that is less secured, unless otherwise agreed. 6. Multi-Currency Credit Facility Agreements 6.1 The Client shall indicate the Currency of Record of the loan in the related drawdown request. The Bank shall register the loan in the currency defined in the above manner. In the case of a loan drawn down in a currency different from the currency of the credit facility, the amount of the available credit limit will be reduced by the amount, converted to the currency of the credit facility, of the loans disbursed to the charge of the credit facility, and outstanding, provided that the credit facility has not been cancelled. At the time of loan disbursement, conversion shall be performed at the Exchange Rate of Record valid on the Working Day preceding the quoting day. 6.2 If, prior to the disbursement indicated in section 6.1 or the conversion mentioned in section 6.4, the Bank notifies the Client about its inability to execute the transactions in the currency specified in the drawdown request or the conversion request due to the fact that the given currency is not available, or is available only at an uneconomical cost, then the Client s options during the term of such unavailability will be limited to the remaining available currencies. 6.3 The Bank shall be entitled to convert the amount of the loans at the Exchange Rate of Record to the currency of the credit facility at any time. If the amount of the loans converted at the Exchange Rate of Record exceeds the amount of the credit facility, the Client shall be obliged to immediately pay the amount of the differential to the Bank. The Bank may decide, at its own discretion, which of the currently existing loans should be pre-paid using the amount of the differential repaid. The Client authorises the Bank to charge the amount of the differential while notifying the Client on the bank account statement to any other payment account of the Client kept at the Bank, in compliance with the conversion rules set out in the Credit Facility Agreement and in these GTC. If none of the Client's payment accounts kept at the Bank provide sufficient coverage for the payment of the differential, the Client shall, within three Working Days of 8.
the Bank's written notice, make available the amount of the differential on the payment account indicated by the Bank. The Client understands that the amount of the repayable differential shall be classed as overdue debt as from the day following the expiry of the payment deadline indicated in the Bank's written notice. The Bank may request the Client to provide for supplementary security rather than prepayment. 6.4 The Client may request the Bank to change the Currency of Record of any loan to any of the other currencies determined in the Credit Agreement, based on a written notice sent to the Bank at least three Working Days prior to the date of conversion indicated by the Client in the conversion request provided that no Breach of Contract is present. If the Currency of Record of the loan is Hungarian forint, the Bank shall, on the conversion day specified by the Client, calculate the amount of the loan in the new Currency of Record at the commercial FX buy rate quoted by the Bank with respect to the new Currency of Record of the loan on the second Working Day preceding the day of conversion of the loan. Inasmuch as the Currency of Record of the loan is not Hungarian forint: (i) if the new Currency of Record is Hungarian forint, the Bank shall, on the conversion day specified by the Client, calculate the amount of the loan in forint at the commercial FX sell rate quoted by the Bank with respect to the new Currency of Record of the loan on the second Working Day preceding the day of conversion of the loan; or (ii) if the new Currency of Record is not Hungarian forint, the amount of the loan calculated in the new Currency of Record shall be determined at the commercial FX rate quoted by the Bank on the second Working Date prior to the day of conversion. If the Client requests the changing of the currency of the loan as of the interest payment date, the Bank shall not charge any administration fee for the change. In all other cases, the Bank shall charge an administration fee on the full amount of the loan. On the occasion of each conversion, the Interest Period then in progress shall end and a new Interest Period shall begin. A precondition for the conversion is that it should not cause a breach of the credit limit, or, if the credit limit is breached as a result of the conversion, the amount exceeding the credit limit shall be pre-paid simultaneously with the conversion. The Client shall make available the amount of the pre-payment by not later than the second Working Day preceding the day of conversion, on the Payment Account indicated in the conversion request. If the funds providing coverage for the pre-payment are not available on the Payment Account indicated in the conversion request, the Bank will not execute the requested conversion. Simultaneously with the conversion of a loan from the Currency of Record into another currency, the Client shall pay all such interest and Consideration that has accrued with respect to the converted loan that is payable by the Client. If the Client fails to pay the interest that has accrued with respect to the converted loan and the Consideration, the Bank shall be entitled to reject the application for the change in currency. 7. Optional currency For the purposes of this section: base currency: in the case of a bank guarantee and letter of credit framework agreement, this shall have the meaning defined in the Bank Guarantee/Letter of Credit Commission Agreement. Exchange Rate of Record: the official daily base currency mid-rate quoted by the MNB on the given day, with respect to the given currency. Optional currency: in the case of a bank guarantee and letter of credit framework agreement, this shall have the meaning defined in the Bank Guarantee/Letter of Credit Commission Agreement. The base currency amount of the Bank Guarantee/Letter of Credit or of any part thereof that is not deemed to have lost its effect: (a) if the currency of the Bank Guarantee/Letter of Credit is the base currency; or (b) if the currency of the Bank Guarantee/Letter of Credit is an optional currency, its equivalent in the base currency, adjusted at the appropriate Exchange Rate of Record on the Date of Issue of the given Bank Guarantee/Letter of Credit, then on a daily basis. The Client shall determine the currency of the Bank Guarantee/Letter of Credit on the related form. With respect to the Bank Guarantee/Letter of Credit existing in the optional currency, for the purpose of calculation of: (a) any amount-related limitation stipulated in the Bank Guarantee/Letter of Credit Commission Agreement (b) the Balance of a Bank Guarantee/Letter of Credit; (c) the extent of the Cash Collateral of a Bank Guarantee/Letter of Credit; (d) the amount with respect to which the Bank Guarantee/Letter of Credit has lost effect; or (e) the amount of the non-drawn down bank guarantee or letter of credit limit, the related base currency-amount must be taken into account. In the case of a Bank Guarantee/Letter of Credit issued in an optional currency, the Bank shall not be entitled to recalculate, any time after the execution of the Bank Guarantee/Letter of Credit Commission Agreement, the amount of the base currency of the given Bank Guarantee/Letter of Credit on the basis of the Exchange Rate of Record valid on the day of calculation. Within three (3) Working Days of receipt of the Bank s notice, the Client shall, with respect to the Bank Guarantee(s)/Letter(s) of Credit, provide Cash Collateral, or it shall ensure that the Bank Guarantee(s)/Letter(s) of Credit lose(s) effect, in order to ensure that the base currency amount of the Bank Guarantee(s)/Letter(s) of Credit does not exceed the bank guarantee/letter of credit limit after the calculation of the base currency amount described above. 9.
8. Interest calculation 8.1 Interest calculation (a) The length of the Interest Period is determined by the Agreement. With respect to the loans, continuous Interest Periods shall be applied. (b) The initial day of the first Interest Period is the first Disbursement Day, which also applies to any further loans disbursed during the first Interest Period; and all further Interest Periods shall commence on the last day of the previous Interest Period, and the Interest Period shall be applicable to loans disbursed both during and before the given Interest Period. (c) If the Interest Period is defined by calendar months or quarters, then the first Interest Period shall start on the first Disbursement Day and shall end on the last Working Day of the then current calendar month or quarter, and this shall also be applicable to any other loans disbursed during the first Interest Period (fraction Interest Period). (d) If an Interest Period ends after the (final) expiry date defined in the Agreement, it shall be shortened to an extent such as to ensure that it ends on the (final) expiry date. (e) The loans disbursed during the given Interest Period shall, as of the Disbursement Date, be aggregated, and, as of the first day of the next Interest Period, they shall qualify as one single loan. (f) The amount of the interest payable on the basis of the annual interest rate defined in the Agreement shall be determined using the following formula: K = (T*N*P) / (360*100) In the case of GBP, the formula is as follows: K = (T*N*P) / (365*100) (g) where, assuming 365/360 days in a year: (a) K: the amount of the payable interest; (b) T: the principal amount, on which the interest is payable; (c) N: the number of the days that have actually elapsed during the period serving as the basis for interest payment; (d) P: the size of the annual interest rate defined in the Credit Facility Agreement; and (c) * the multiplication sign. 8.2 Unauthorised credit interest The Client shall, on any Unauthorised Credit, pay an unauthorised credit interest with respect to the period between the due date and the day of the actual payment. The extent of the unauthorised credit interest is identical to the unauthorised credit interest rate determined in the Bank s List of Conditions valid on the due date. 8.3 Default Interest If the Client fails to fulfil any of its payment obligations existing under the Agreement (not including the Unauthorised Credit) when due, the Client shall, on any overdue debt, pay a default credit interest with respect to the period between the due date and the day of actual payment. (a) The default interest rate applicable on the loan and the interest shall be identical to the interest rate defined in the List of Conditions valid on the due date. The default interest rate shall be determined by the Bank in such manner that any unpaid or outstanding amount shall, for the period of the delay, be considered as a loan in the same currency, and the transaction interest rate that is due after such period and is applicable on the due date shall be increased with the interest rate indicated in the List of Conditions. Regarding the calculation of the default interest, during the term of the Agreement, the Interest Period related to the loan shall be applied. The first Interest Period of an overdue debt shall start on the first day of the delay, and it shall be identical to the period that remains of the then-current Interest Period. The extent of the default interest rate shall be fixed on the original final expiry date of the Agreement, or on the expiry date determined upon termination. (b) The default interest is registered by the Bank in the currency of the overdue debt. (c) If the Client fails to fulfil a payment obligation under the Agreement existing in a foreign currency by the due date, and also fails to fulfil such obligation within 15 calendar days after the due date, the Bank may, at any time after the deadline of 15 calendar days, convert the Client's unpaid due debts to Hungarian forint. Conversion shall be executed at the FX sell rate quoted by the Bank at the time of the conversion. As from the time of the conversion, the Client shall repay the converted debt in Hungarian forint. (d) In the case of a Credit Facility Agreement, as of the date of conversion, the Client shall pay the Bank, as part of the default interest, transaction interest calculated in Hungarian forint with respect to the converted debts, in such manner that, when determining the transaction interest applicable to the debt converted to forint, the interest base shall, besides the same interest premium, be replaced as follows: (i) LIBOR/EURIBOR shall be replaced by BUBOR (quoted for an identical period); and (ii) the foreign currency CIB Prime Rate shall be replaced by the forint CIB Prime Rate The Bank shall notify the Client about the conversion, specifying the forint amount of the debt resulting from the conversion and the new default interest rate, and the Bank shall also specify the new basic interest rate. (e) In the case of a Bank Guarantee/Letter of Credit Commission Agreement, as of the date of conversion, the Client shall pay the Bank, as part of the default interest, unauthorised credit interest calculated in Hungarian forint with respect to the converted debts, in such manner that, when determining the unauthorised credit interest applicable to the 10.
debt converted to forint, the unauthorised credit interest applicable to foreign currency shall be replaced by the unauthorised credit interest applicable to forint. The Bank shall notify the Client about the conversion, specifying the forint amount of the debt resulting from the conversion and the new default interest rate. 8.4 Extraordinary market situation 8.4.1. If the interest is determined on the basis of a variable reference interest base, and such variable reference interest base cannot be determined in a reliable and reasonable manner, the Bank shall: (a) immediately notify the Client of such circumstance; and (b) as soon as possible, determine the reference interest rate applicable to the given Interest Period, as a sum of the following items: (i) the interest premium determined in the Credit Facility Agreement and (ii) such interest base determined by the Bank which, as an annual interest rate, expresses the Bank s costs at which the Bank can finance the loan from a resource reasonably chosen by it. 8.4.2. If in the Agreement the interest rate was determined on the basis of a basic interest rate, and the prevailing money market disturbances have caused material changes in factors having a substantial impact on the financing costs of the transaction, including in particular the level of the benchmark money market rates (central-bank base rate, BUBOR, LIBOR, EONIA, EURIBOR, credit/deposit interest rates covered by the National Bank of Hungary, interbank interest rates, etc.), the extent of the international and domestic money market FX interest rates, the interbank credit interest rates, the level of the average yields on debt securities or the Bank's refinancing facilities, as a result of which, on a specific interest fixing day, the Bank can only acquire funds at higher costs relative to the basic interest rate fixed the Agreement, then the Bank shall be entitled to also enforce, in addition to the basic interest rate and the interest premium, the additional costs of funds expressed in an annual percentage form with respect to a specific Interest Period. The Bank shall notify the Client about the extent of the additional cost of funds with due regard to the period specified by the relevant legal regulations, prior to the given Interest Period. If there is no separate legal regulation in respect of the additional cost of funds as regards the notification of Clients, then the Bank shall notify the Client about the extent of the additional cost of funds simultaneously with the determination of the interest applicable to the given Interest Period. Payment of the additional costs calculated on top of the interest shall be due simultaneously with the interest payment. In this case the Client may effect prepayment of his full debt affected by the additional cost out of turn, on the next interest payment day, free of charge. If when determining the interest base rate the Bank proceeds in accordance with the foregoing, the Bank shall notify the Client forthwith of the reason for the change in the interest base rate and of the extent of the interest base rate applied to the given Interest Period. If the interest base rate is quoted again, the Parties shall again apply the interest base rate defined in the Agreement as the interest base rate on the understanding that in such case the start date of the application thereof will be the first day of the next Interest Period. If, prior to the execution of a transaction involving risk on the Bank s part, the Bank notifies the Client about the impossibility of (i) execution of a specific order in the currency specified in the Credit Facility Agreement; or (ii) the issue of a Bank Guarantee/Letter of Credit in the currency specified in the Bank Guarantee/Letter of Credit Commission Agreement, due to the fact that specific currency is unavailable or is available only at an uneconomical cost, the Bank may offer the Client financing in another currency (primarily Hungarian forint). If the Client accepts the offer, the transaction may be fulfilled after the modification has been suitably documented. If the Client rejects the alternative execution, the Bank shall bear no responsibility for the failure of execution of the transaction. 8.5. If the interest calculation takes place, according to the Agreement, with the application of a basic interest rate (BUBOR/EURIBOR/LIBOR) and the published value of the applicable basic interest rate is negative, the extent of the basic interest rate shall be deemed to be zero in respect of the given interest period. 9. Declarations The Client makes the following declarations to the Bank: (a) the Client, its Parent Company, Subsidiary and Affiliated Undertaking, as well as the Surety and the Security Provider, (i) is a validly established and registered company (conducting business activities as a sole trader or an individual firm) or a social organisation or other legal entity, and has been established and is operating in full compliance with the Hungarian legal regulations; and (ii) it is authorised to dispose over its assets and to conduct the activities specified in its founding deed (i.e. articles of association, deed of foundation or bylaws) and in its licence (in the registry of sole traders). (b) the Client, Surety and Collateral Provider are in possession of the appropriate permits and all necessary authorisations, and have performed every act that is required for the signing of the Financing Documents and for the execution of all the transactions and the performance of all the obligations defined therein; (c) the obligation undertaken by the Client, Surety and Collateral Provider in the Financing Documents is valid and can be validated (enforced) vis-à-vis the Client, Surety and Collateral Provider; (d) the signing of the Financing Documents, the execution of the transactions and the performance of the obligations set forth therein do not violate (i) any legal regulations, or (ii) the Client's, its Parent Company s, its Subsidiary s, its Affiliated Undertaking s as well as the Surety s and Collateral Provider s founding deed and/or other corporate deeds, or (iii) any other deed imposing any obligations on the Client, its Parent Company, its Subsidiary, or Affiliated Undertaking, or the Surety and the Collateral Provider, or on any of the Client s assets; 11.