General Conditions of Lending

General Conditions of Lending

Preamble: When granting a credit, Commerzbank Zrt.’s General Terms and Conditions

shall be amended by or supplemented with the following special business conditions, from

which the Customer and/or the Bank may agree differently in a separate contract,

1. Grating of a Facility

Upon acceptance of the interest rate by the Customer,

the payment and remittance of each drawdown shall take

The Bank concludes a Credit Line Facility Agreement

place at the respective dates/times as requested by the

and/or an Individual Agreement with the Customer.

Customer.

1.1. Facility Agreement

In the case of a drawdown of credit or at the time of

utilizing a short-term liquidity loan, the Customer shall

In a Facility Agreement, the Bank assumes the obligation

inform the Bank of the respective amounts and maturity of

to make available and open a specific credit line facility to

any planned drawdown at least two valuation days prior to

the Customer either against compensation or free of charge,

the given utilization. In other cases of HUF loans, the Bank

provided that the conditions agreed upon are met. The Bank

shall perform the instructions on the subject day if such

concludes individual contracts with Customers within the

drawdown request is received before 11.30 a.m. of that day.

credit line facility in consideration of payments of interest,

In the case of utilizing a foreign exchange loan or when

commission and bank charges, or allows for individual

applying for a conversion, the order must be submitted no

drawdown (even in tranches) of credit amounts. The Bank

later than 9 a.m. on the second valuation day prior to the

shall make available the credit line to the Customer on

planned utilization. The Customer shall receive a written

a credit account for the period defined in the Facility

statement of each drawdown with the details of the

Agreement. If the contracting parties did not agree upon any

transaction including the relevant interests.

condition believed to be significant by either of the Parties

when concluding the Facility Agreement, any such condition

2. Bank Fees

shall be stipulated, on the basis of the Facility Agreement, in

2.1. Consideration

individual contracts applying to each credit transaction.

The Bank shall be entitled to the interests, commissions

1.2. Utilization, Drawdown

and fees as stipulated by the contract and/or by the term

After prior consultation, the credit line facility may be

sheet in consideration for the provision of the credit.

utilized in varying amounts, and for credit operations, as

2.2. Interest Rates

stipulated by the Facility Agreement. The various types of

credit can be utilized at the Customer’s discretion, but only

The interest rate shall be adjusted to the current interest

up to the maximum limit amount of the credit line as set out

rates of foreign and/or domestic money and capital markets.

in the Facility Agreement. The detailed conditions of a col

The parties expressly agree that as and when the market

ateral or guarantee (together: avals) or utilization in the form

conditions or refinancing opportunities change, the Bank

of a Letter of Credit are regulated by specific business

is entitled to unilaterally modify the rate of interest

conditions as well as by the applicable guidelines and

accordingly.

standards of the International Chamber of Commerce (ICC),

The Bank shall not be prevented from exercising this

respectively. By submitting the relevant order, the Customer

right either upon termination of the contract by any of the

shall acknowledge that these business conditions and

parties or upon termination of the contract for any other

guidelines shall apply to that operation.

reason (e.g. expiry) or if the Customer is in default. The Bank

The Bank shall facilititate any drawdown provided that

shall notify the Customer of such modification by sending a

the Bank is able to obtain the credit required by the

special notice.

Customer, in the requested currency, amount, maturity and

The modification of the interest rate does not provide

at the requested rate of interest, in the money and capital

cause for the Customer to terminate the credit line facility

markets. Should the drawdown not be possible with the

agreement.

requested conditions, the Bank shall immediately notify the

In the case of loans and drawdown with a fixed interest,

Customer thereof.

the rate of interest agreed upon may not be changed within

the period for which the interest has been fixed.

1.3. Individual Contracts

2.3. Commitment Fee

The Bank can conclude individual contracts with such

Customers too who do not have a credit line with the Bank.

The Bank is entitled to charge a commitment fee for the

In this event the method of utilization the credit line and the

unutilized part of the credit line, as of the opening date

purpose of use shall be specified by the parties in those

thereof. The extent of this commitment fee is determined in

individual contracts.

the credit line facility agreement or by the Announcement

displayed at the bank.

1.4. Documentation

The commitment fee shall be due in arrears every month

The credit ledger of each utilization and drawdown,

or every quarter year as agreed upon by the parties.

including without limitation, any and all related fees and

2.4. Undrawing Indemnity

expenses, as construed by the Bank shall be considered

true and valid, until proven wrong.

If no credit evaluation fee has been charged and the

agreed loan amount has not been or not fully drawn down

1.5. Methods of Utilization

during the period by the Customer, provided that the

Unless the parties agree on a fixed rate, the interest rate

contract concluded for a definite term, upon the expiry of

determined by the Bank until 11 a.m. on the subject day, or

the Term the Bank is entitled to charge a credit evaluation

the interest rate specified by the Bank to the Customer until

fee computed at the rate equal to 1 % (one per cent) of the

further notice, shall be applicable to each drawdown.

undrawn amounts.

2.5. Overdraft Fee

the credit line. All present or future expenses incurred by the

Bank from the fulfilment of the Facility Agreement or from

If the Customer, pursuant to prior agreement with the

the enforcement of the claims thereof, shall be exclusively

Bank and/or with the Bank’s (even silent) consent, utilizes

born by the Customer. Handling charges become due upon

amounts which in total exceed the agreed credit line,

the execution of the facility agreement. Other expenses

the Bank shall be entitled to charge an overdraft fee

shall become due at the time when the given expense has

stipulated by the Individual Agreement or by the relevant

arisen. The Bank debits these expenses to an account of the

Announcement of the Bank. This overdraft fee shall be

Customer’s which has the required coverage. In the

calculated on the basis of the amount of the overdraft.

absence of such an account, the Customer shall reimburse

The overdraft fee shall be due in arrears monthly or

these expenses upon receipt of the subject written notice of

quarterly, as agreed upon by the parties.

the Bank.

2.6. Defaukt Interest

5. Rescission

In the event that the Customer does not pay or repay the

The Bank may rescind the agreement and may refuse

amount due on any due date, the Bank shall be entitled t to

the payment of any loan amount or any tranche of the loan

charge default interest in addition to the interest rate

if

specified in the contract. The default interest shall be

calculated on the outstanding amount of the principal. The

• in the Bank’s opinion the preliminary conditions of the

rate of the default interest shall be defined as the current

utilization are not met at all, or are not met within the

market interest rate plus the default rate as per the relevant

deadline stipulated by the contract,

regulations and as defined in the Announcement of the

• a provisional payment ban enters into force,

Bank. (see Section 2.2.) In the case of a late payment of any

• the Customer dies or a voluntary/involuntary liquidation,

interest, the Customer shall pay default interest defined as

or winding-up proceedings are commenced against him,

the interest rate as specified in the contract in respect of the

• after the execution of the agreement, the Customer fails

principal, plus the default interest rate, the total of which is

to submit the documents and/or information specified in the

calculated on the basis of the outsanding interest, from the

agreement despite having been requested by the Bank to do

first day of the delay.

so; or fails or delays to fulfil any of its contractual obligation

towards the Bank or any third party,

2.7. Calculation of Interest

• after the execution of the agreement, the circumstances

In order to determine any interest, overdraft interest,

of any of the parties change in such an extent, that the

default interest and any other fee or expense related to time,

fulfilment of the agreement can no longer be expected to

the Bank shall calculate with the so-called international

that party,

formula (ie. principal x percentage of interest rate x number

• after the execution of the agreement, circumstances

of elapsed days / 36 000).

arise which would provide grounds for termination by cause

If under an individual agreement any maturity date shall

(see Section 10.2.).

fall on a public holiday, the Bank shall credit the received

If the Bank rescind the agreement for any cause

amount on the next banking day. In such cases any interest

attributable to the Customer, then, in addition to the

and fees shall be calculated by the Bank up to the first

commitment fee, interests, fees and comissions stipulated

banking day following such a public holiday.

in the agreement, calculated up to the date of the

Banking day is defined as a working day when the Bank,

rescission, the Bank shall also be entitled to General

the National Bank of Hungary and, in case of credit in any

Demages in the amount of 1% (one per cent) of the

foreign exchange, the banks of the country of that currency

principal of the Credit Agreement. In lieu of claiming General

are all open.

Damages the Bank may claim its actual damages in excess

of the General Damages. The Customer is eligible to prove

2.8. Due Date

that no damage has occurred or its extent is lower than the

The Bank shall charge any interest and Term related fees

general damages lump sum charged.

(commissions) as of the date of drawdown (e.g. the date of

rendering of the loan or issuance of the bank guarantee).

6. Repayment/Payment

The Commitment fee shall be calculated as of the date

The Customer shall repay the loan/credit or its

when the credit is made available. Such interests and fees

instalments including the related interests, fees, expenses,

shall be paid by the Customer monthly or qurterly in arrears

on each maturity date If the Customer desires to prepay the

when the account is balanced. In case of avals or letters of

loan/credit or desires to pay an instalment in excess of the

credit granted in foreign exhange, the fees shall be paid

amount than that stipulated in the agreement, the Customer

quarterly in advance.

shall notify the Bank accordingly in writing no later than 15

(fifteen) banking days prior to the prepayment or the

3. Discount

payment of such a higher instalment amount. When the

Where the parties agree on a discount, such discount

Customer fails to meet this obligation the Bank may refuse

shall apply to the specified fixed interest period. The discount

to accept the prepayment without being in default and may

shall be due at the time of the execution of the agreement

continue to charge the interest and other time-related fees

with no respect to the payment method. The discount shall

and comissions. In case of prepayment the Customer shall

be debited to the Customer’s account or shall be deducted

reimburse the proportiote part of the Bank’s costs arising

from the first pricipal amount rendered to the Customer, at

from the refinancing of the loan/credit. Regarding the

the sole discretion of the Bank. In case of any partial or full

refinancing costs the Bank’s ledger shall be applicable. In

prepayment before maturity, the Customer shall be entitled

the event that any interest is overdue, the Bank shall use any

to claim the full or partial repayment of the discount.

received repayment in the first instance to cover the unpaid

interest, and the remaining amount will be credited as

4. Expenses

repayment. The Bank debits the repayments due to a bank

All expenses incurred by the Bank in connection with

account or sub-account of the Customer, regardless of their

rendering the credit (ie. handling charges, costs, third party

respective balances and any possible conversion. The debit

costs, legal and public notary fees, taxes, contributions,

is considered to be a due performance if it is carried out

expenditures etc.) may be charged by the Bank to the

from the unallocated balance of the credit line or from

Customer as fees. The Bank shall charge these expenses in

available funds.

full even if the Customer has not, or only partially utilised

Unless mandatory law stipulates otherwise, the

effect. The notice period for the termination of such

repayment of the instalments shall have priority over other

unutilised parts is at least 15 banking days.

payment orders given by the Customer.

The Bank’s claim for the repayment of the loan including

The repayment is considered to be fulfilled when it is

the related interests and fees becomes due upon the expiry

credited at the Bank’s account or it is paid at the Bank’s

of the notice period. If the Facility Agreement is cancelled by

counter. If any conversion is necessary for the repayment,

ordinary notice, such termination shall not affect the

the repayment is regarded as performed when the

individual agreements within the scope of the Facility

conversion has been carried out.

Agreement. These agreements shall be performed

according their terms contained therein.

7. Extension of the Facility Agreement

10.2. Extraordinary Termination

When the Facility Agreement is extended, the parties

shall renegotiate the terms and conditions thereof at the

The Bank shall have a right to terminate the agreement

time of the extension. The maturity of a loan granted within

in writing whether it is concluded for a definite or for an

the credit line, or that of other credit operations performed,

indefinite period of time, if

may also be extended verbally. In this case the fact of the

• in the Bank’s opinion the credit may not be used for the

extension and the terms and conditions thereof shall be

purpose defined in the agreement;

confirmed by the Bank in writing. If there is any discrepancy

• the Customer uses the loan amount for a purpose other

between the verbal agreement and the Bank’s confirmation,

than that defined in the agreement, or fails to provide proof

the Customer is obliged to raise an objection without any

for the use for the due purpose despite having been sent

delay. The parties hereby agree that in the absence of such

such notification or request by the Bank;

objection, the terms and conditions detailed in the

• the value of the collaterals considerally decrease and, in

confirmation shall prevail.

spite of the subject notice of the Bank, the Customer fails to

increase the collateral to the required level by the deadline

8. Assigning and Pledging of a Payment Demand

specified in the notice;

The Customer may only assign and pledge its payment

• the Customer breaches the collateral agrements

demand with the prior written consent of the Bank.

connected to the Facility Agreement;

• the deterioration of the financial position of the

9. Information Covenants

Customer or the Guarantor or the Surety, or the Customer’s

Until all his contractual obligations are fulfilled, the

behaviour aiming to reduce the coverage jeopardize the

Customer

repayment of the loan;

• after preparation and approval, shall deliver to the Bank

• in the Bank’s opinion the Customer has become

its duly signed yearly closures (balance sheet, calculation

insolvent;

profit and loss) and its auxiliary report and corporate tax

• the Customer has deceived the Bank by communicating

return without delay. Moreover, the Customer shall provide

false facts, by withholding or concealing information, or

any additional data relating to its financial situation if the

otherwise at the time of signing the agreement, provided

Bank lawfully requires these data. If the Customer is a

that this has impacted on the determination of the credit

member of a group, the consolidated balance sheet shall

amount;

also be attached. If the preparing and approval of the

• the Customer hinders the Bank in reviewing whether the

annual closures have not been completed by the deadline as

conditions of rendering the credit are met, despite Bank’s

per the provisions of the Accounting Act and other laws, the

prior notice. This applies also if the Customer does nor meet

Customer shall submit provisional balance sheet figures

its legal or contractual information covenants (see Section

within 5 (five) months of the end of the given business year.

9);

If the figures of such a provisional balance sheet are

• the Customer is in default regarding more than one

subsequently corrected, the Customer shall provide the new

instalment or interest payment, and fails to pay any of them

figures to the Bank immediately. The Customer shall also

in spite of the subject reminder of the Bank,

provide such closure and corporate tax return of his

• in the Bank’s opinion the Customer committed a