KA FINANZ AG. The London Borough of Brent Financial Services Dept. Brent Town Hall, Room 107 Forty Lane, Wembley Middlesex, HA9 9HD, England

Transcription

1 KA FINANZ AG The London Borough of Brent Financial Services Dept. Brent Town Hall, Room 107 Forty Lane, Wembley Middlesex, HA9 9HD, England For the attention of: Senior Treasury Officer Contacts Vienna, 29.August 2012 Bond Certificate No: (the "Loan Instrument") Dear< We refer to the Loan Instrument and previous correspondence in relation to the transfer of title thereof from Commerzbank Aktiengesellschaft (the "Original Registered Holder") to KA Finanz AG. Please note that in accordance with Clause 5 of the Loan Instrument and the provisions of the Stock Transfer Act 1963, the transfer of the debt acknowledged by the Loan Instrument must be registered in the loan register of The London Borough of Brent (the "Council"). In order that may comply with certain compliance requirement, we are required to provide evidence that the debt acknowledged by the Loan Instrument has been properly transferred to by the Original Registered Holder. Our English solicitors have advised that this can only effectively be done by way of receipt of a certified copy of such registration in the loan register of the Council. Consequently, we would request that you provide us with a copy, certified by yourself to be a true and accurate copy, of the entry of the relevant transfer in the the loan register of the Council. We thank you in advance for your cooperation in this matter. Yours for and on behalf of for and on behalf of Tuerkenstrasse 9,1092 Vienna Plnons' 18170, UID ATU , DVR b Handelsgericht WIen

2 lb. UlT. ZUUJ 15:50 UKJlb-HW IKtAb LEliAL WU. OO^Z By its confirmation and acceptance of this letter, the Borrower hereby represents and warrants to Dresdner that: (1) the purpose of the LOBO Loan is as set out below and is a bona-fide, lawful purpose [please specify the purpose in your acceptance below, and quote the relevant statutory authority authorising this purpose); (2) the Borrower has the power and capacity to borrow the LOBO Loan and has taken all steps and obtained all consents and authorisations necessary to authorise such borrowing; (3) the LOBO Loan (i) is within the Borrower's borrowing limits; (ii) conforms to and complies with all applicable laws and governmental regulations and in particular Section 43 (4) and (5) of the Local Government and Housing Act 1989; (iii) will not cause the Borrower to be in breach of any of its bylaws or other constitutive documents or any agreement or other arrangement with any other party; and (iv) represents valid and legally binding obligations of the Borrower enforceable in accordance with the authority to bind the Borrower. It is a further condition of our continuing to make the LOBO Loan available that (a) if sent to you by fax. the faxed version of this letter is signed in acceptance by a duly authorised officer of the Bon^ower and returned to us by fax within the time limit set out above, together with evidence of such officer's authority and signature identification, (b) the hard copy of this letter, which will be posted to you, is signed in acceptance by a duly authorised officer of the Borrower and returned to usi together with hard copy evidence of such officei's authority and signature identification, within ten London business days of the date hereof, and (c) the Borrower continues during the term of the LOBO Loan to provide Dresdner on request with its most recently published Statement of Accounts. For and on behalf of The Mayor and Burgesses of The London Borough of Brent Title: Date: OHDZCTCKI OF FiMf\ncc )7 Ocroec/t WOZ O Dresdner Kleinwort Wasserstein

3 Brent Town Hail Brent Financial Services Forty Lane Wembley Middlesex HA9 9HD KA FINANZ Vienna, 29 March 2012 Transfer of Bond Certificate Dear Sirs, Reference is made to the Bond Certificate No: in the principal amount of GBP ,00 (Five Million Pounds), 17 October 2003 between you as Borrower and Commerzbank AG (formerly Dresdner Bank AG) as Lender. Commerzbank AG and agreed upon the transfer of the above mendtioned Bond Certificate. Commerzbank AG has issued the respective Stock Transfer Form which is enlosed as attachment 1 to this letter. We herewith kindly request you to submit the Stock Transfer Form with the compentent Registrar for registration of as new holder of the Loan Instrument. Once the registration is completed we request you to provide us with the original copy of the Stock Transfer Form. Please be informed that as of the date of registration of as new holder of the Loan Instrument the transfer will become legally effective. As a consequence, you as the Borrower are obliged to perform any payment under the Loan Instrument directly to as of date of registration (kindly refer to below mentioned account details). 's contact details are: Tuerkenstrasse 9, 1092 Vienna, AUSTRIA info@kafinanz.al i(front Office) Loan Management) KLoan Management) Tuerkenstrasse Vienna UID ATU DVR b HandelsgerichI Wion

4 's corresponding bank: HSBC Bank Pic, London Account No.< Swift-Code< Reference: We kindly request you to provide us with following information: 1. For the Council: complete address, telephone No., Fax No.; 2. Contact persons (incl. contact details) for any further correspondence in this matter 3. Signature specimen duly signed by both the signatories (please kindly refer to attachment 2); and 4. Repayment schedule of the Loan Instrument in order to update our records accordingly. We kindly request you to provide us with above mentioned information and to return the letter of r/ssnnnsr diilu RJnnfiri Please do not hesitate in case to contact us in case of any questions. Yours sincerely, We acknowledge and agree to the above: For and on behalf of The London Borough of Brent For and on behalf of The London Borough of Brent

5 Company No. STOCK TRANSFER FORM (Above this line for Registrars only) Certificate lodged with the Registrar Consideration money O '^^ Name of undertal<ing Description of Security Number or amount of Shares, Stocit or other security and, in figures column only, number and denomination of units, if any Name(s) of registered holder{s) should be given in full: the address should be given where there is only one holder. If the transfer is not made by the registered holder(s) insert also the name(s) and capacity (e.g., Executor(s) of the person(s) making the transfer Words LONDON BOROUGH OF BRENT BOND CERTIFICATE NO: FIVE MILLION POUNDS (For completion by the Registrar/Slock Exchange) Figures 5,000,000 Units of In the name(s) of COMMERZBANK AG LONDON BRANCH 30 GRESHAM STREET, LONDON, EC2V 7PG AS SUCCESSOR TO DRESDNER BANK AG LONDON BRANCH, 2 SWAN LANE, LONDON EC3R 3UX PURSUANT TO A MERGER AGREEMENT BETWEEN DRESDNER BANK AG AND COMMERZBANK AG DATED 27 MARCH 2009 AND REGISTERED IN THE COMMERCIAL REGISTER OF THE LOCAL COURT OF FRANKFURT AM MAIN, GERMANY ON 11 MAY 2009 AND SECTION 20 OF THE GERMAN TRANSFORMATION ACT. I/We hereby transfer the above security out of the name(s) aforesaid to the person(s) named below Signature(s) of transferor(s) Stamp of selling Broker(s) or, for transactions which are not stock exchange transactions, of Agent(s), if any, acting for the transferor(s) Date Full name(s) and full postal addres5(es) (Including County or, If applicable, Postal District number) of the person(s) to whom the security is transferred. KA FINANZ AG TUERKENSTRASSE VIENNA, AUSTRIA Please state title. If any, or whether Mr., Mrs.., Miss., or Ms. Please complete in type writing or In Block Capitals. la/ve request that such entries be made in the register as are necessary to give effect to the transfer. Stamp of Buying Broker(s) (If any) Stamp or name and address of person lodging this fonm (if other than the Buying Broker(s))

6 FORM OF CERTIFICATE REQUIRED WHERE TRANSFER IS EXEMPT FROM AD VALOREM STAMP DUTY AS BELOW THRESHOLD. (1) 1/ We certify that the transaction effected by this instrument does not form part of a larger transaction or series of transactions in respect of which the amount or value, or aggregate amount or value, of the consideration exceeds 1,000. (1) 1/ We confirm that (1) 1/ We have been duly authorised by the transferor to sign this certificate and that the facts of the transaction are within (1) my/ our knowledge (2). (1) Delete as appropriate. (2) Delete second sentence If certificate is given by transferor or his solicitor. Signature(s) Description ("Transferor", "Solicitor", etc.) SiTFiijniStrrstGWAtt^Y-- TRANSFEROR Date NOTES I If the above certificate has been completed, this transfer does not need to be submitted to the Stamp Office but should be sent directy to the Company or its Registrars. II If the above certificate is not completed, this transfer must be submitted to the Stamp Office and duly stamped. HS^ vrm