Major credit agreement of ZPUE S.A. and subsidiaries Art. 56 par. 2 pt. 1 of the Public Offering Act - current and periodic information The Management Board of ZPUE S.A. in Włoszczowa hereby announces that Amendment 1 to Multi-purpose credit line agreement No WAR/2001/11/167/CB of 5 July 2011 (hereinafter the Agreement ) was entered into on 2 October 2012 by and between ZPUE S.A. and its subsidiaries, i.e. ZPUE Gliwice Sp. z o.o. with its registered office in Gliwice, ZPUE Katowice S.A. with its registered office in Katowice, ZPUE Poles Sp. z o.o. with its registered office in Włoszczowa and ZPUE Tools Sp. z o.o. with its registered office in Włoszczowa on the first part, and BNP Paribas Bank Polska S.A. with its registered office in Warsaw (hereinafter the Bank ) on the second part. Pursuant to Amendment No 1 to the Agreement, ZPUE S.A. (as the current borrower) and the Bank authorized ZPUE Gliwice Sp. z o.o. with its registered office in Gliwice, ZPUE Katowice S.A. with its registered office in Katowice, ZPUE Poles Sp. z o.o. with its registered office in Włoszczowa and ZPUE Tools Sp. z o.o. with its registered office in Włoszczowa to accede to the Agreement on the part of the Borrower. Therefore, separate credit agreements entered into by and between the companies and the Bank were merged into a single one. As a result of this consolidation, ZPUE S.A. Group increased the total credit limit up to the amount of PLN 37,000,000.00. Furthermore, the Agreement allowed ZPUE S.A. Group to flexibly create credit limits made available to each company within the Group. Despite the fact that the available credit limit was increased, ZPUE S.A., taking account of the currently-planned investment needs, does not intend to significantly increase financial debt level of the Capital Group Pursuant to this Amendment, the Parties agreed upon the consolidated text of the Agreement, the terms and conditions of which are as follows: 1. The sum of PLN 37,000,000.00 shall be the maximum credit limit under the Agreement. It shall be disbursed pursuant to the following rules: a). PLN 8,000,000.00 (PLN eight million) shall be disbursed to ZPUE S.A. until the day before the Bank receives the following documents: certificates issued by the Revenue Office and by the Social Insurance Institution, confirmation that a request for establishing mortgage has been submitted, declaration approving the transfer and disclosure of mortgage transfer claim for the benefit of the Bank, declaration on establishing mortgage, establishing bill-of-exchange-based collaterals and transferring rights from insurance policies, as specified in detail in point 11 (a) of the Agreement, b). PLN 21,500,000.00 (PLN twenty-one million, five-hundred thousand), after fulfilling the conditions specified in point a) above, the detailed scope of which is described in point 11(a) of the Agreement; c). PLN 37,000,000.00 (PLN thirty seven million), after fulfilling the conditions relating to the submission of documents necessary to disburse credit
limit referred to in point a) above, and after submitting the following documents: copies of requests for establishing registered pledges, certified by a competent court, insurance policies covering assets being collateral of the Agreement, a resolution of appropriate bodies of companies-borrowers, regarding the approval to enter into agreement, a list of machines and appliances being collateral of the Agreement, as specified in detail in point 11 (b); 2. The Agreement provides for two types of funding: i.e. current account overdraft and guarantee facility. Up until the amount of PLN 8,000,000.00 in the case of the credit limit. The Bank may disburse guarantee facility up to the amount of PLN 5,000,000, and up to the amount of PLN 21,500,000.00 and PLN 37,000,000.00 in the case of the credit limit. The Bank may disburse guarantee facility up to the amount of PLN 15,000,000.00. Interest rate is based on WIBOR rate for one-month deposit, plus the bank's margin. 3. Term of credit: until 4 July 2021; 4. The first current period of making the credit available: a). until 3 October 2012 b). until 3 October 2014 - after the Bank receives the following: certificate issued by the Revenue Office and by the Social Insurance Institution, confirmation that a request for establishing mortgage has been submitted, declaration approving the transfer and disclosure of mortgage transfer claim for the benefit of the Bank, declaration on establishing mortgage, establishing bill-ofexchange-based collaterals, transferring rights from insurance policies, specified in detail in point 11 (a) of the Agreement, 5. The following are the terms and conditions for dividing the credit limit among the borrowers: a) the limit up to the amount of PLN 8,000,000.00 shall be disbursed to ZPUE S.A. until the day before the conditions specified in point 11 (a) of the Agreement are fulfilled, b) pursuant to the distribution principles of the credit limit up to the amount of PLN 21,500,000.00 each borrower, i.e. ZPUE Gliwice Sp. z o.o., ZPUE Katowice S.A., ZPUE Poles Sp. z o.o., ZPUE Tools Sp. z o.o. authorizes ZPUE S.A. to independently determine the amount of the credit limit available to each borrower, whereas the first distribution of this credit limit shall be made as follows: - PLN 8.000.000,00 to ZPUE S.A. - PLN 6.500.000,00 to ZPUE Gliwice Sp. z o.o. - PLN 7.000.000,00 to ZPUE Katowice S.A. Following the disbursement of the credit limit, ZPUE S.A. shall be entitled to change the amount available to each borrower within the above limit; however ZPUE S.A. shall exercise this right not more often than once a month.
Furthermore, the parties agreed upon that the current account overdraft, within the limit of PLN 21,500,00.00 shall be used in the first place by the Bank, on the day the credit limit is disbursed, in order to: - fully repaid the debt of ZPUE Gliwice Sp. z o.o. under Multi-purpose credit line agreement No WAR/2001/11/167/CB of 22 July 2011, entered into with the Bank, - fully repaid the debt of ZPUE Katowice S.A. under Multi-purpose credit line agreement No WAR/2001/11/220/CB of 30 September 2011, entered into with the Bank, Furthremore, the parties acknowledge that the Bank, acting pursuant to Multi-purpose credit line agreement No WAR/2001/11/220/CB of 30 September 2011, entered into by and between ZPUE Katowice S.A. and the Bank, issued bank guarantees for the total sum of PLN 1,160,843.60 at the request of ZPUE Katowice S.A. After repaying the credits in full (as above) and covering guarantees by the Agreement, the Bank shall change the distribution of limits among borrowers as per the following principles: - PLN 3,500,000.00 to ZPUE S.A. - PLN 8,000,000.00 to ZPUE Gliwice Sp. z o.o. - PLN 7,000,000.00 to ZPUE Katowice S.A. - PLN 3,000,000.00 to ZPUE Tools Sp. z o.o. c) the first distribution of the increased credit limit up to the amount of PLN 37,000,000.00 shall be determined pursuant to the ZPUE S.A.'s instruction on the disbursement of the credit limit in the increased amount of PLN 37,000,000.00 together with information on the method of dividing the increased amount of the credit limit among borrowers. This instruction shall be submitted by ZPUE S.A. to the Bank. Disbursement of an extra amount, exceeding the amount of PLN 21,500,00.00, in the amount of PLN 8,000,000.00, shall take place no later than on 31 March 2013, pursuant to ZPUE S.A.'s instruction. Including the above instruction, the total credit limit shall amount to PLN 29,500,000.00 Disbursement of an extra amount, exceeding the amount of PLN 29,500,00.00, in the amount of PLN 7,500,000.00, shall take place no later than on 30 June 2013. If a statement is submitted by ZPUE S.A until 31 March 2013, in which ZPUE S.A. declares that the amount of PLN 7,500,000.00 will not be used by ZPUE S.A., the credit limit shall be decreased down to the amount of PLN 29,500,000.00. 6. The following shall be collateral of the receivable: a). own blank promissory note together with promissory note declaration, issued by each borrower, together with a declaration on submission to enforcement proceedings by the issuers;
b). registered pledge on the machines owned by ZPUE S.A. and having net book value of PLN 74,180.03, together with ZPUE S.A.'s declaration on submitting to the writ of execution with respect to such movables; c). assignment of claims arising out of insurance policy, with respect to the insurance of the machines, up to the minimum amount of PLN 1,000,000.00; d). mortgage up to the amount of PLN 12,000,000.00, in order to secure the payment of the principal, late payment interest, costs, margins and fees arising out of the Agreement and compensation claims due to non-performance or improper performance of the Agreement. The mortgage shall be established on the real property owned by the Company and situated in Włoszczowa; e). mortgage up to the amount of PLN 55,000,000.00, in order to secure the payment of the principal, late payment interest, costs, margins and fees arising out of the Agreement and compensation claims due to non-performance or improper performance of the Agreement. The mortgage shall be established on the real property owned by the Company and situated in Włoszczowa; f). assignment of claims arising out of insurance policy, with respect to the insurance of the real property (letters d) and e)), up to the minimum amount of PLN 6,000,000.00; g). mortgage up to the amount of PLN 55,500,000.00, in order to secure the payment of the principal arising out of the credit advanced under the Agreement, late payment interest, costs, margins and fees arising out of the Agreement and compensation claims due to non-performance or improper performance of the Agreement. The mortgage shall be established on the perpetual usufruct enjoyed by ZPUE Gliwice Sp. z o.o. and on the ownership of buildings situated on the real property (ownership is connected with the perpetual usufruct); h). assignment of claims arising out of insurance policy, with respect to the insurance of the real property (letter g)), up to the minimum amount of PLN 7,900,000.00; i). joint mortgage up to the amount of PLN 55,000,000.00, in order to secure the amount of principal, late payment interest, costs, margins and fees arising out of the Agreement and compensation claims due to non-performance or improper performance of the Agreement. The mortgage shall be established on real properties owned by ZPUE Katowice S.A.; j). mortgage up to the amount of PLN 55,500,000.00, in order to secure the amount of principal arising out of the credit advanced under the Agreement, late payment interest, costs, margins and fees arising out of the Agreement and compensation claims due to non-performance or improper performance of the Agreement. The mortgage shall be established on the perpetual usufruct enjoyed by ZPUE Katowice S.A. and on the ownership of buildings and equipment situated on the real property (ownership is connected with the perpetual usufruct);
k). assignment of claims arising out of insurance policy, with respect to the insurance of the real property (letters i) and j)), up to the minimum amount of PLN 6,700,000.00; l). general assignment of any present and future receivables due to ZPUE Katowice S.A. from any and all of its debtors; m). registered pledge on inventories owned by ZPUE Gliwice Sp. z o.o., the value of which - throughout the term of credit - cannot be lower than PLN 3,500,000.00, together with pledgor's declaration on submitting to the writ of execution with respect to such movables for the benefit of the Bank; n). assignment of claims arising out of insurance policy, with respect to the insurance of the inventories (letter m)), up to the minimum amount of PLN 3,500,000.00; o). registered pledge on inventories owned by ZPUE Katowice S.A., the value of which - throughout the term of credit - cannot be lower than PLN 2,000,000.00, together with pledgor's declaration on submitting to the writ of execution with respect to such movables for the benefit of the Bank; p). assignment of claims arising out of insurance policy, with respect to the insurances of the inventories (letter o)), up to the minimum amount of PLN 2,000,000.00; q). registered pledge on machines owned by ZPUE S.A., the net value of which - as at 30 June 2012 - amounts to PLN 7,164,929.72, together with pledgor's declaration on submitting to the writ of execution with respect to such movables for the benefit of the Bank; r). assignment of claims arising out of insurance policy, with respect to the insurance of the machines (letter q)), up to the minimum amount of PLN 7,165,000.00; s). registered pledge on machines owned by ZPUE Katowice S.A., the net value of which - as at 30 June 2012 - amounts to PLN 2,221,111.88, together with pledgor's declaration on submitting to the writ of execution with respect to such movables for the benefit of the Bank; t). assignment of claims arising out of insurance policy, with respect to the insurance of the inventories (letter s)), up to the minimum amount of PLN 2,221,000.00; u). declarations on submission to enforcement proceedings, issued by ZPUE S.A., ZPUE Gliwice Sp. z o.o., ZPUE Katowice S.A., ZPUE Poles Sp. z o.o. and ZPUE Tools Sp. z o.o. If the borrower fails to perform or improperly fulfils the Agreement with respect to the provisions relating to the transfer of sales revenue from business activity through current accounts operated by the Bank, the Bank shall increase the credit margin by 0.5 percentage point. The increased margin shall be applicable until the next verification
carried out by Bank, which shall confirm that the borrower fulfils its obligation in this respect. The remaining conditions of the Agreement do not differ from those generally applied in such agreements. As a result of entering into Amendment 1, the value of the subject matter of the Agreement exceeds 10% of ZPUE S.A.'s equity capital. Therefore, the Management Board of ZPUE S.A. considered the Agreement to be major agreement. Furthermore, as a result of this action, mortgages and registered pledges on fixed assets shall be established.