Framework Contract on the Extension of Loans Backed by the Transfer of Securities

concluded between contracting parties as per §§ 18, 23, 24 and 27 of Act of the NC SR No. 566/1992 Zb. on the National Bank of Slovakia, under §§ 269(2) and 497 to 507 of the Commercial Code, under § 553 of the Civil Code and under §§ 17 to 27 of Act No. 600/1992 Zb. on Securities, as amended by subsequent legislation.

1. National Bank of Slovakia
with its head office at
Sturova 2, 813 25 Bratislava 1
Organisation Identification Number: 30 844 789
Tax Identification Number: 30 844 789/600
Represented by

(hereinafter the "NBS")
as the party of the first part

and

2.                     
with its head office at
Organisation Identification Number:
Tax Identification Number:
Represented by

(hereinafter the "bank")
as the party of the second part

Whereas the contracting parties came to a mutual understanding, they have made under the provisions of the laws mentioned hereinbefore and on the day, month and year below written the following framework contract on the extension of loans backed by the transfer of securities (hereinafter the "framework contract"):

Article 1
Subject of Framework Contract

(1) This framework contract is to outline the basic conditions and other legal arrangements applying to the NBS and a bank in respect to the extension of a loan by one contracting party to the other contracting party, where the satisfaction of claims and discharge of obligations arising from these loans is backed by the transfer of securities from a debtor to a creditor.

(2) On the basis of this framework contract, contracting parties shall extend loans backed by the transfer of securities in the form of REPO operations, including REPO tenders, concluded in accordance with this framework contract and the Decision of the NBS No. 6/1999 dated 28 October 1999, Stipulating the Conditions for Conducting Trading Operations with Banks and Branches of Foreign Banks in the Open Market (hereinafter the "Decision of the NBS"). This Decision of the NBS shall be an integral part of this framework contract. The NBS has provided a bank with the Decision of the NBS, with which the bank has acquainted itself.

(3) Each of the contracting parties makes representation to the effect that they have been duly acquainted with the Decision of the NBS, agree with it and undertake to abide by it when extending loans backed by the transfer of securities hereunder.

(4) The NBS shall be entitled to unilaterally issue (execute) alterations and amendments to the Decision of the NBS even after the effective date of this framework contract, provided that it forthwith provides a bank with any such alterations and amendments to the Decision of the NBS, issued after this framework contract takes effect. The bank shall be obligated to acquaint itself duly with these alterations and amendments to the Decision of the NBS and abide by them.

Article 2
Definitions

For the purposes of this framework contract:

a) a "loan" shall mean a loan that has been extended by one contracting party to the other contracting party under a REPO operation concluded in accordance with this framework contract pursuant to §§ 497 to 507 of the Commercial Code and the provisions of Act of the NC SR No. 566/1992 Zb. on the National Bank of Slovakia, as amended by subsequent legislation (hereinafter the "Act on the NBS");

b) a "REPO operation" shall mean the extension of a loan by one contracting party to the other contracting party backed by the transfer of securities from a debtor to a creditor; a "REPO tender" shall mean an REPO operation concluded by the NBS in the form of an auction; individual REPO operations may be concluded orally (by phone) or by electronic means (via the REUTERS system) and subsequently confirmed in writing (confirmation) in accordance with this framework contract; whereas on the day of their conclusion, individual REPO agreements shall arise;

c) the abbreviation of "Rules of Operation for the CR" shall mean the Rules of Operation for the Central Register maintained by the NBS, where securities with maturities of up to one year issued by the Ministry of Finance of the SR to cover the state budget deficit (hereinafter the "T-bills") and those issued by the NBS to regulate the money market (hereinafter the "NBS bills") are registered;

d) the abbreviation of "BCPB" shall mean Burza Cennych Papierov Bratislava, a.s. (the Bratislava Stock Exchange);

e) "securities" shall mean Treasury bills, NBS bills and government bonds, save as implied otherwise by this framework contract;

f) the "transfer of securities serving as a collateral" shall mean the backup transfer of a title to securities from a debtor to a creditor under § 553 of the Civil Code and the provisions of Act No. 600/1992 Zb. on Securities, as amended by subsequent legislation (hereinafter the "Act on Securities"), which serves to secure the satisfaction of the creditor's claims and the discharge by a debtor of obligations arising from a loan extended hereunder. Only securities with unrestricted tradability and transferability, not encumbered with any pledge or other titles of third persons, may serve as a collateral;

g) "substitutable securities" shall mean securities as per subparagraph e) of this Article that meet the conditions as per § 2(1) of the Act on Securities, which means that they are of the same kind, from one issue, issued by the same person in the same form and give rise to the same rights as those arising from securities serving as a collateral;

h) the "retransfer of substitutable securities" shall mean the transfer of a title to securities that can be substituted for securities serving as a collateral from a creditor to a debtor, and/or the transfer of a title to securities that themselves serve as a security for satisfaction of the creditor's claims and discharge of the debtor's obligations arising from a loan extended hereunder. Only securities with unrestricted tradability and transferability, not encumbered with any pledge or other titles of third persons, may be transferred as a security;

i) a "REPO rate" shall mean an interest rate at which a creditor extends a loan to a debtor under individual REPO operations, where such rate is either determined as an absolute amount (a fixed rate) or the method for is calculation is determined (formula);

j) the "life of a REPO agreement" shall mean a period from the day of extending a loan as a part of the REPO operation till the maturity date of this loan;

k) "principal amount" shall mean the total amount of the principal;

l) "interest" shall mean the interest amount calculated from the principal amount on the basis of:

  1. a REPO rate, and at the same time
  2. an irrefutable presumption that one year is deemed to be 360 days, whilst such a year shall constitute an annual basis for calculating the interest, and at the same time
  3. the actual number of days that have lapsed since the extension of the loan, including the day of extending the loan up till its maturity; the calculated interest amount shall be rounded to whole Slovak korunas (hereinafter "SKK"), namely rounded down for amounts up to 50 haliers and rounded up for amounts of and above 50 haliers;

m) "due amount" shall mean the sum of principal and interest accruing therefrom,

  1. increased with amounts to which a creditor has a claim against a debtor in connection with this loan hereunder, for example with contractual penalties, and at the same time
  2. reduced with amounts to which a debtor has a claim against a creditor in connection with this loan hereunder, for example with contractual penalties;

n) the "day of extending a loan" shall mean the day on which securities serving as a collateral are to be transferred from a debtor to a creditor and simultaneously the day on which a creditor is to provide a debtor with the principal amount;

o) the "maturity date" shall mean a day on which a debtor is to repay the due amount to a creditor and simultaneously the day on which substitutable securities are to be retransferred from a creditor to a debtor; if over the period between the day of extending the loan and the maturity date the issuer has fully or partly repurchased or cancelled such securities, the settlement between a creditor and a debtor shall be made in SKK, whereas a creditor shall remit to a debtor the funds equalling the amount at which the issuer has purchased these securities from a creditor in consideration for these securities, upon making all compulsory deductions of taxes and fees as well as contributions imposed directly by law or on the basis of law and upon the deduction of yields from purchased securities that a creditor has paid to a debtor prior to the maturity date in line with Article 4(1) hereof;

p) a "default" shall mean a failure to perform any obligation arising herefrom or a REPO operation concluded hereunder, in particular a failure to perform duly and in time the transfer of securities serving as a collateral, the retransfer of substitutable securities, or a failure to remit (pay) a loan principal, a due amount or other funds payable hereunder;

r) "market price of a security" shall mean the price at which the respective security can be purchased or sold in the money market or at the BCPB on the day of ascertaining the price;

s) "yield from a security" shall mean any interest, coupons or yields (income) from securities expressed in some other way, which are or will fall due and are supposed to be paid off at any time during the course of a REPO operation;

t) the abbreviation of "SCP" shall stand for Stredisko Cennych Papierov, a.s. Bratislava (the Securities Center of the SR Bratislava) that under §§ 55 to 70a of the Act on Securities is to maintain the statutory register of dematerialised securities, except for the register of T-bills and NBS bills, which is maintained by the Central Registry of the NBS under u) of this Article;

u) the abbreviation of "CR" shall stand for the Central Registry of the NBS, which under § 98(2) of the Act on Securities is to maintain statutory register of T-bills and NBS bills.

Article 3
Concluding and Performing REPO Operations

(1) A REPO operation shall be considered as concluded in accordance with this contract, if the contracting parties agree on specific conditions for individual REPO operations, in particular on the conditions for extending the loan and the transfer of securities serving as a collateral for the REPO operation, either orally by phone, or by electronic means (the REUTERS system). Each individual REPO operation must be concluded on behalf of each of the contracting parties by authorised representatives thereof, who are to be unambiguously identifiable according to the list of authorised representatives as per paragraph 4 of this Article.

(2) The conclusion of an agreement on an individual REPO operation as per paragraph 1 of this Article will give rise to an agreement (contract) between the contracting parties on the extension of a loan backed by the transfer of securities, namely a contract on the extension of a loan under §§ 497 to 507 of the Commercial Code and the provisions of the Act on the NBS and simultaneously a contract on the transfer of securities serving as a collateral under § 553 of the Civil Code and the provisions of the Act on Securities. The content of this agreement (contract) on the extension of a loan backed by the transfer of securities shall be primarily arranged by this framework contract and an individual REPO agreement concluded in accordance with paragraph 1 of this Article, whilst taking into account, be there any disputes or other doubtful points, the data stated in a certificate (confirmation) as per paragraph 5 of this Article. Legal relations between the contracting parties that are not arranged by this framework contract and an individual REPO agreement, shall be governed by the provisions of the Commercial Code, the Act on the NBS, the Civil Code, the Act on Securities and other generally applicable legislation. Individual REPO agreements concluded between the contracting parties and legal relations ensuing therefrom shall be judged severally, unless provided otherwise by this framework contract or agreed otherwise by the contracting parties. This shall, however, not hold true where this contract becomes null and void as a result of a notice of termination, or on any other grounds, at the time when one or several REPO operations are not yet settled, even if only partially, between the contracting parties. All, even if only partially outstanding REPO operations, shall be settled jointly in accordance with the provisions of Article 7 hereof.

(3) If an individual REPO agreement contains arrangements contradicting this framework contract, the contracting parties have agreed on an irrefutable presumption that such arrangements shall not constitute a serious act and deed made on behalf of the contracting parties, they shall be null and void and shall be considered as if never agreed upon. Should an individual REPO agreement contain arrangements diverting from the conditions agreed hereunder, whilst this framework contract expressly permits such a differing arrangement of conditions to be made for individual REPO operations, the individual REPO operation in question shall be conducted in accordance with the conditions agreed for it.

(4) The list of persons, who are authorised to act as representatives of the contracting parties in respect of the conclusion of individual REPO operations, shall be contained in Annex 1, which forms an integral part hereof. Each contracting party shall have the right to unilaterally modify (alter, amend, fully replace) the list of persons mentioned in Annex 1, who act as its authorised representatives in concluding individual REPO operations. Any such modifications of Annex 1 (the list of authorised representatives of each contracting party) must be signed by a statutory authority of the contracting party in question or by a representative of the respective contracting party who has signed this framework contract on its behalf. The modification of Annex 1 shall take effect vis-á-vis the other contracting party on the day following the day it is delivered to the other party.

(5) The contracting parties shall send to each other a certificate (confirmation) of each individually concluded REPO operation. The certificate (confirmation) may be sent by fax or mail (by correspondence) and must be signed by an authorised representative (representatives) of each contracting party, who have to be unambiguously identifiable according to the list of authorised representatives as per paragraph 6 of this Article. Signatures of authorised representatives on a certificate (confirmation) may be replaced via electronic means that make it possible to identify, without any ambiguity, the authorised representatives who have confirmed the certificate (confirmation) by electronic means on behalf of the contracting party. Requisites of such a certificate (confirmation) must comprise all the data needed for the confirmation of a REPO operation, in particular they must contain:

a) a business name or a code of the contracting parties;

b) the name of securities serving as a collateral for a REPO operation;

c) the number of individual securities serving as a collateral for a REPO operation;

d) the date of extending the loan;

e) the principal amount;

f) the maturity date;

g) the amount due as known at the day of concluding a REPO operation;

h) the banking details needed to execute payments under a REPO operation.

A failure to send a certificate (confirmation), does not result in cancelation of the agreement on individual REPO-transaction signed according to para. 1 of this Article.

(6) The list of representatives of the contracting parties, who are authorised to sign certificates (confirmations), shall be contained in Annex 2, which forms an integral part of this framework contract. Each contracting party shall have the right to unilaterally modify (alter, amend, fully replace) the list of persons mentioned in Annex 2, who are authorised to sign certificates (confirmations) on their behalf. Any such modifications of Annex 2 (the list of authorised representatives of each contracting party) must be signed by a statutory authority of the contracting party in question or by a representative of the respective contracting party who has signed this framework contract on its behalf. The modification of Annex 2 shall take effect vis-á-vis the other contracting party on the day following the day it is delivered to the other party.

(7) The transfer of securities from a debtor to a creditor serving as a collateral and the transfer (payment) of the principal amount to a debtor must be made on the day of extending the loan, unless otherwise provided hereunder. The aforementioned transfer of securities shall be made in accordance with the conditions agreed in Article 5 hereof. For the purposes of executing interbank payments in the SR, the principal amount to be provided to a debtor shall be deemed to be effectively transferred (extended) from the moment of crediting an amount equal to the principal amount to the receiving bank's (debtor's) account at Bankove Zuctovacie Stredisko, a.s. (the Bank Clearing Center) in Bratislava.

(8) Unless provided otherwise hereunder, the due amount repayment and the retransfer of substitutable securities must be executed on the maturity date. The retransfer of substitutable securities from a creditor to a debtor shall be carried out in accordance with the conditions agreed in Article 5 hereof. If over the period between the day of extending the loan and the maturity date the issuer has fully or partly repurchased or cancelled such securities, the settlement between a creditor and a debtor shall be made in SKK, whereas a creditor shall remit to a debtor the funds equalling the amount at which the issuer has purchased these securities from a creditor in consideration for these securities, upon making all compulsory deductions of taxes and fees as well as contributions imposed directly by law or on the basis of law and upon the deduction of yields from purchased securities that a creditor has paid to a debtor prior to the maturity date in line with Article 4(1) hereof. For the purposes of executing interbank payments in the SR, the due amount shall be deemed to be effectively transferred (paid) from the moment of crediting an amount equal to the due amount to the receiving bank's (creditor's) account at Bankove Zuctovacie Stredisko, a.s. Bratislava (the Bank Clearing Center). Likewise, the amount to be paid in settling the purchased and cancelled securities shall be deemed to be effectively transferred (paid) on the moment the respective funds are credited to the receiving bank's (debtor's) account at Bankove Zuctovacie Stredisko, a.s. Bratislava.

 

Article 4
Yields from Transferred Securities and
Exercise of Rights Arising Therefrom

(1) If, during the REPO operation life, yields from securities transferred from a debtor to a creditor as part of the REPO operation are paid, a creditor shall be obligated to remit to a debtor an amount equal to the yield from the transferred securities that the issuer has actually paid to the creditor, upon making all mandatory deductions such as those relating to taxes, fees and transfers imposed directly by law or made on the basis of law. A creditor shall be obligated to remit this amount to a debtor on the business day following a day on which the yield has been paid.

(2) Save as agreed otherwise by the contracting parties in writing, a creditor shall be entitled - during the REPO operation life - to exercise and shall exercise all the rights arising from securities transferred to him.

Article 5
Transfer of Funds and Securities

(1) Save as agreed otherwise by the contracting parties in writing, all the transfers of funds (payments of founds) between the contracting parties, related to any REPO operation concluded hereunder, shall be executed in SKK.

(2) All the transfers of securities serving as a collateral and retransfers of substitutable securities between the contracting parties, related to any REPO operation concluded hereunder, must be executed at such place where the statutory register of the securities in question is maintained, which is

a) at the CR, or

b) at the SCP.

(3) Save as agreed otherwise by the contracting parties in writing, all the transfers of funds related to any REPO operation concluded hereunder, shall be executed in SKK without any deduction of fees, transfers and taxes, except for mandatory deductions of such fees, transfers and taxes imposed directly by law or on the basis of law. If any of the contracting parties makes an incorrect deduction at the expense of the other contracting party, and save as agreed otherwise by the contracting parties in writing, the contracting party that has incorrectly made the deduction shall pay to the other contracting (aggrieved) party an amount equal to the incorrectly deducted amount so that the other contracting (aggrieved) party finally receives an amount as if the incorrect deduction never occurred. This shall, however, not compromise the procedure for paying yields from transferred securities during the REPO life as per the provision of Article 4(1) hereof.

(4) With regard to trading practice and practical difficulties occurring in connection with a fully concurrent payment of their mutual considerations (counter claims), the contracting parties have agreed that they will not make the transfer (payment) of a principal amount to a debtor subject to a fully concurrent execution of transfers of securities serving as a collateral and likewise, they will not make the transfer (payment) of due amounts to a creditor subject to a fully concurrent execution of retransfers of substitutable securities - provided that such mutual performance of counter claims by the contracting parties must be made on the same calendar day. The provision of this paragraph shall not be applied, should the parties agree so in writing.

(5) In the event of a written agreement of the contracting parties, the transfer of securities serving as a collateral from a debtor to a creditor shall be made simultaneously with the transfer (payment) of the principal amount by a creditor to a debtor and likewise, the transfer (payment) of the due amount by a debtor to a creditor shall be made concurrently with the retransfer of substitutable securities from a creditor to a debtor.

(6) The contracting parties have undertaken and shall be obligated to provide for due and timely execution of the transfers of securities serving as a collateral and retransfers of substitutable securities in accordance with this framework contract. To this end, they shall be obligated to provide for a due and timely execution of all necessary legal acts, including the drafting and signing all necessary documents, in particular all legal acts and all deeds. Transfers from a debtor to a creditor of securities serving as a collateral and retransfers of substitutable securities from a creditor to a debtor must always be executed without curtailing the tradability and transferability of the securities in question and at the same time, without pledging the transferred securities or charging them with any other titles of third persons.

Article 6
Representations of Contracting Parties

(1) Each contracting party has made a legally binding representation on its own behalf to the effect that:

a) it is authorised to conclude this framework contract, conduct REPO operations hereunder and discharge, either directly or through a third person, obligations arising from this framework contract and from REPO operations concluded thereunder;

b) it has duly approved, in accordance with documents and generally applicable legislation governing its legal circumstances and position, the signing of this framework agreement, including the performance of obligations arising therefrom;

c) by signing this framework contract and by performing obligations thereunder, it will neither violate provisions of any generally applicable legislation, nor any other contract, binding on it or relating to its assets;

d) it is and will be a direct party to this framework contract and all REPO operations, unless agreed otherwise by the contracting parties;

e) unless agreed otherwise by the contracting parties, it will not conduct, on the basis of this framework contract, any REPO operations with the other contracting party in its own name and to the account of a third person (e.g. factoring);

f) it has obtained all official (administrative) authorisations (licenses) and consents needed for the conclusion of this framework contract or for conducting REPO operations hereunder and such authorisations are still valid. If a contracting party is not able to directly perform some of the obligations arising herefrom and from REPO operations concluded hereunder in a due and timely fashion, it will provide, subject to the other contracting party's consent, for their performance via a third person authorised for so doing. At the same time it will be obligated to supply to the contracting other party the details of this person and information on obligations to be performed by the third party;

g) transfers from a debtor to a creditor of securities serving as a collateral and retransfers of substitutable securities from a creditor to a debtor must always be executed without curtailing the tradability and transferability of the securities in question and at the same time, without pledging the transferred securities or charging them with any other titles of third persons.

(2) The contracting parties have, independently of each other, made binding representations (affirmations) on their own behalf, and for the benefit of the other contracting party, to apply for the whole effective period of this contract and over the whole life of obligations arising therefrom, and they have assumed full responsibility for the authenticity, completeness and accuracy of such representations. Each of the parties has undertaken to give forthwith to the other contracting party a precise written notice of any changed circumstance that could influence, even in a very negligible way, any of the binding representations as per paragraph 1 of this Article. Such a notice shall take effect when it is delivered to the other contracting party. By the time such a notice is effectively delivered, any binding representation of any of the contracting parties as per paragraph 1 of this Article shall be treated as continuously and fully valid. Without a detailed notice in accordance with the previous sentence being effected, any binding representation of any of the contracting parties as per paragraph 1 of this Article shall fully apply to every single REPO operation concluded hereunder, whilst, pursuant to § 36 of the Civil Code, the contracting parties shall deem any such binding representations to be replicated as from the day of concluding the particular REPO operation.

Article 7
Defaults and Termination of Framework Contract

(1) The occurrence or continuation and/or re occurrence of any of the circumstances mentioned hereinafter shall qualify as a grave breach of obligations or an impossibility to perform the obligations of contracting parties hereunder. Such circumstances shall namely include cases where:

a) on the day of extending a loan a creditor does not make a due transfer (payment) of the principal amount to a debtor or a debtor does not make a due transfer of securities serving as a collateral to a creditor, or

b) on the maturity date a debtor does not duly remit (pay) the amount due to a creditor, or a creditor does not make a due retransfer of substitutable securities to a debtor, or

c) any of the contracting parties is wound up with liquidation, or

d) any of the contracting parties files a petition with the court for arrangement or for the issuance of a similar decision to the contracting party's benefit, and/or if a bankruptcy petition is granted in respect of the assets of one of the contracting parties or if the court rejects an insolvency petition in respect of the assets of one of the contracting parties solely because of their insufficient amount, or

e) at any point of time during the effective period hereof, any representation of the contracting parties made under Article 6 hereof turns out to be or becomes, even if only partially, untrue or not reflecting reality, or

f) any of the contracting parties, who, at the time of concluding this contract, was a member of the BCPB, ceases to be such; or if a license for transferring securities in the CR, possessed by any of the contracting parties, is withdrawn from them or ceases in another way; or if an authorisation (license) for trading in securities in the Slovak Republic, possessed by any of the contracting parties, is withdrawn from them or ceases in another way, or

g) a creditor does not perform his obligation as per Article 4(1) hereof, despite receiving a debtor's written notice of such obligation, and does not even do so within an extended term provided to him by the debtor, or

h) any of the contracting parties does not meet, duly and in time, or otherwise breaches any other obligation arising herefrom, or from any REPO operation concluded hereunder, and this party does not meet the outstanding or otherwise defaulted obligation and does not even remove the consequences of such a breach, within an adequately extended period of 30 calendar days from the day on which the other contracting party has advised them of such non-performance or another default.

(2) If a grave breach of obligations or impossibility to perform obligations hereunder occurs in any of the ways mentioned in paragraph 1 of this Article, a contracting party that has neither breached the obligations, nor has become unable to perform obligations hereunder on any of the grounds listed in paragraph 1 hereof, shall have the right to give forthwith a written notice of termination of this framework contract on its full scope. The denunciation of this framework contract shall cause all individual REPO agreements concluded thereunder to be denounced in effect - regardless of whether or not it is explicitly mentioned in the notice of termination of the framework contract.

(3) A written notice of termination as per paragraph 2 of this Article shall take effect on the day of its delivery to the other contracting party. At the time the notice becomes effective:

a) the maturity of obligations shall be accelerated, and as a result any REPO operations concluded hereunder shall immediately fall due and, on the effective date of the notice of termination, any due amounts shall have to be paid and any retransfers of substitutable securities shall have to be made without compromising the rights of a contracting party who is the obligee as per c);

b) the amount of the contracting parties' counter claims that arise from any of the REPO operations concluded hereunder and have not yet been, even if only partially, settled by not later than the effective date of the notice of termination shall be determined (calculated) as of the effective date of the notice of termination as the sum of:

  1. market prices of all securities that have been transferred to contracting parties and have not yet been, even if only partially, settled (through the retransfer of substitutable securities, and/or the settlement as per Article 3(8) hereof) as of the effective date of the notice of termination, and
  2. the principal amount that has been extended to contracting parties and has not yet been, even if only partially, settled (repaid) by not later than the effective date of the notice of termination, and
  3. all interest accrued from the principal amount as per item 2 of this subparagraph, and/or other interest that has not yet been, even if only partially, settled (repaid) by not later than the effective date of the notice of termination, and
  4. contractual penalties as per Article 8 hereof that has not yet been, even if only partially, settled (repaid) by not later than the effective date of the notice of termination;

c) the contracting parties' counter claims, determined (calculated) in accordance with section b) of this paragraph, shall be summed up. In accordance with the last sentence of Article 3(8) hereof, an obligor (the party whose obligations exceed his claims) must then pay the difference (net), if any, of counter claims determined in this way, to the other party within 5 business days following the day of advising the obligor of the calculated difference (net) of counter claims, save as agreed otherwise by the parties. Such a contractually agreed claim for the payment of a determined difference (net) of counter claims shall in itself constitute a separate title arising from the breach of obligations hereunder that resulted in voiding this contract by way of its denunciation as per paragraph 2 of this Article, whereas an obligee (the contracting party whose claims exceed its obligations) shall have the right to not retransfer substitutable securities worth of a difference (net) of counter claims up until this difference (net amount) is settled, and

d) a party who has breached obligations or has become unable to perform obligations hereunder, and in so doing gave rise to the denunciation of this contract, shall be obligated to cover on behalf of the other party any actual costs associated with the denunciation of the contract and accelerated maturity (termination) of REPO operations concluded thereunder. This shall, however, not compromise the contracting parties' title to damages, or their claims pursuant to Article 8 hereof or generally applicable legislation;

e) this framework contract shall become null and void. However, even after such termination, the provisions of this framework contract shall continuously apply to the settlement of such mutual relations of contracting parties that have arisen in connection with this contract and have not yet been settled on the date of its voiding at the latest, for example the settlement of mutual relations as per sections b), c) and d) of this paragraph. These provisions shall be equally binding in respect of the handling of legal responsibilities of contracting parties that have arisen in connection with this contract.

(4) Each of the contracting parties, who has breached obligations or has become unable to perform obligations hereunder in any of the ways described in paragraph 1 of this Article, has undertaken to give forthwith a precise written notice of this to the other party.

(5) If - at the time of voiding this framework contract on the grounds other than the denunciation as per paragraph 2 of this Article - one or several REPO operations concluded hereunder have not yet been, even if only partially, settled, the procedure as per paragraphs 3 and 4 of this Article shall also be applied in settling such REPO operations. The voiding of this framework contract on such other grounds shall automatically make all individual REPO agreements concluded thereunder null and void.

 

Article 8
Contractual Penalties

(1) If any of the contracting parties breaches this framework contract or an individual REPO agreement concluded thereunder by failing to execute a due and timely transfer of securities serving as a collateral, retransfer of substitutable securities, and/or remittance (payment) of a principal amount, due amount or other monies to the other contracting party, such party shall be obligated, at the other contracting party's written request, to pay to the other contracting party a contractual penalty in the amount as agreed hereunder.

(2) A contractual penalty agreed for each (including a just commenced) day of delay shall amount to 0.01% of an agreed basis comprising:

a) the principal, amounts due or other monies (funds to be transferred) that failed to be settled (paid) duly and in time, in cases where a default on the settlement (payment) of funds is involved;

b) the amount of funds that was or was to be paid in consideration for the transfer of securities serving as a collateral that failed to be executed duly and in time or the retransfer of substitutable securities, in cases where a default on the transfer of securities is involved.

(3) For the purposes of calculating the contractual penalty amount, contracting parties have agreed on an irrefutable presumption that one year is deemed to be 360 days (annual basis). At the same time, the contracting parties have agreed that the contractual penalty amount calculated in accordance with paragraph 2 of this Article shall be rounded to whole Slovak korunas (hereinafter "SKK"), namely rounded down for amounts up to 50 haliers and rounded up for amounts of and above 50 haliers;

(4) A failure to execute, duly and in time, either the transfer of securities serving as a collateral, retransfer of substitutable securities or remittance (payment) of any monies shall not refer to cases where a contracting party does not execute the transfer because:

a) under Article 5(5) hereof the contracting parties have agreed to concurrently perform their mutual obligations arising from REPO operations concluded hereunder, and obligations (claims) have not been concurrently performed (discharged) by reason other than the other contracting party's fault, or

b) an objective obstacle beyond a contracting party's control has occurred (e.g. technical disorder not caused by it) as per § 374 of the Commercial Code, an obstacle that occurred independently of this contracting party's will and persons acting on its behalf, whilst this objective obstacle makes it completely impossible for the contracting party to discharge (perform) a counter claim (an obligation) and the contracting party does not have any means whatsoever of removing the existing obstacle and the contracting party has forthwith notified, in writing, the other contracting party of the existing obstacle.

(5) Even where this framework contract is made null and void, for example by way of the denunciation as per Article 7(2) hereof, a contracting party shall be obligated to pay to the other contracting party, at its written request, a contractual penalty in the amount agreed hereunder.

Article 9
Relationship Between Framework Contract and
Individual REPO Agreements

(1) Unless provided otherwise hereunder or unless agreed otherwise by contracting parties in writing, this framework contract and individual REPO agreements concluded under Article 3(1) hereof shall in their entirety constitute a full agreement on (contract of) the extension of a loan backed by the transfer of securities, whereas individual REPO operations and relations arising therefrom shall be considered separately and independently of each other. A failure to perform any of the obligations in connection with any of the REPO operations concluded hereunder shall, however, be qualified as the breach of an obligation arising from this framework contract as a whole. The denunciation of this framework contract under Article 7(2) triggered by a failure to perform (a breach of) any of the obligations shall in its effect mean the denunciation of this framework contract as a whole in respect to all REPO operations concluded thereunder. Likewise, the voiding of this framework contract on any other grounds shall cause all individual REPO agreements concluded thereunder to become null and void.

(2) This framework contract, including its Annexes, shall form an integral part of any REPO agreement concluded thereunder. Should there be any unclear points, inaccuracies and differences between the provisions of an individual REPO agreement and the provisions of this framework contract or the Decision of the NBS, the framework contract and the Decision of the NBS shall prevail, and the relevant provisions of the individual REPO agreement shall be disregarded.

Article 10
Form and Serving of Documents

(1) If under this framework contract or generally applicable legislation, a written form is not required for notices (acts) addressed by one contracting party to another and related to this framework contract, the contracting parties shall have the option of making such notices either orally or in writing. Unless provided otherwise hereunder, any oral notice must, however, be forthwith confirmed in writing by the party making it. Contracting parties may deliver their written notices to each other either in person, or via registered mail sent to the other party's address, or via fax sent to the other party's address and fax number which, under Annex 3, form an integral part of this framework contract.

(2) Each of the contracting parties shall have the right to unilaterally modify (alter, amend, or fully replace) addresses and fax numbers relating to it in Annex 3. Such modification of Annex 3 shall take effect vis-á-vis the other party on the day following the day of its delivery to the other party. Any such modification of Annex 3 must be signed by an authorised representative of the party in question listed in a valid version of Annex 3 hereto, or by a statutory authority of the party in question, who has signed the framework contract on its behalf.

(3) Written expressions of will sent by fax shall be deemed to be delivered at the time of their technically errorless sending. Registered mail shall be deemed to be delivered on the day of its serving to the addressee, or its deposition in the addressee's name at the post office, with a due notice of this being made in accordance with the applicable rules for postal services.

Article 11
Common and Final Provisions

(1) This framework contract has been concluded for an indeterminate period.

(2) If contracting parties make an agreement on a particular REPO operation in accordance with Article 3(1) of this framework contract, this operation shall be deemed as concluded under this framework contract.

(3) The contracting parties may only terminate this framework contract by way of:

a) a mutual written agreement between themselves. The denunciation of this framework contract on the basis of such a written agreement shall cause all individual REPO agreements concluded thereunder to be denounced in effect - regardless of whether or not it is explicitly mentioned in the written agreement voiding the framework contract.

or

b) a written notice of termination in accordance with Article 7(2) of this framework contract, or

c) a written notice of termination made by any of the contracting parties on some other grounds or without stating any reason. In that case the notice period shall equal 3 months and shall start to elapse on the first day of the calendar month following a calendar month of serving the written notice of termination to the other contracting party. If, however, one or several REPO operations concluded hereunder only fall due after the last day of the notice period described in the previous sentence, the notice period shall be extended and shall only end on the maturity date of a REPO operation concluded hereunder that has the longest maturity. Starting from the day of prolonging the notice period described in the previous sentence, no other REPO operations may be concluded hereunder. The denunciation of this framework contract shall cause all individual REPO agreements concluded thereunder to be denounced in effect - regardless of whether or not it is explicitly mentioned in the notice of termination of the framework contract.

(4) The voiding (cessation) of this framework contract in either one of the methods listed in paragraph 3 of this Article or on any other grounds shall not affect either mutual rights and claims of contracting parties as per Articles 7 and 8 hereof, or any other contracting parties' claims and responsibilities arising in connection with this framework contract pursuant to generally applicable legislation. If - at the time of terminating this framework contract on any grounds - one or several REPO operations concluded hereunder have not yet been, even if only partially, settled, the provisions of this contract shall be binding in respect to the settlement of such mutual relations of contracting parties that had arisen from this framework contract and have not been, even if only partially, settled by the day of its termination.

(5) Any alterations or amendments to this framework contract may only be executed by way of written supplements to be signed by authorised representatives of each of the contracting parties.

(6) None of the contracting parties may either assign or transfer the rights and obligations arising from this framework contract to third persons without a prior written consent of the other contracting party. This framework contract shall also bind legal successors of the contracting parties, should there be any.

(7) Annexes 1, 2 and 3, with which contracting parties have duly acquainted themselves, shall form an integral part hereof.

(8) This framework contract represents a full agreement between contracting parties on the subject thereof and shall replace all the proposals and representations made by the contracting parties so far, as well as oral and written agreements (contracts, arrangements) between the contracting parties to the scope as they relate to the subject thereof.

(9) If one or more of the provisions of this framework contract is or becomes fully or partially invalid or unenforceable, the validity and enforceability of the remaining provisions thereof shall not in any way be affected and impaired thereby. The valid and enforceable provisions shall be severable and distinct from the invalid or unenforceable ones. The contracting parties have undertaken to replace the invalid or unenforceable provisions by such valid and enforceable provisions that would be as close to the purpose of the invalid or unenforceable provisions as possible. The same shall apply in respect of filling in possible gaps in this framework contract, such as any legal relations between contracting parties that had arisen pursuant to this framework contract, but are neither arranged thereby or by generally applicable legislation. Each of the contracting parties undertakes to forthwith negotiate with the other contracting party on written proposals to alter or amend the framework contract made by the other contracting party.

(10) The contracting parties undertake to preferably handle any mutual disputes associated with this framework contract or individual REPO agreements concluded thereunder by mutual negotiation and agreement. Failing to resolve a dispute by negotiation and agreement, any of the contracting parties may refer the case to the appropriate court (in terms of subject matter and locality) or an arbiter, provided that the contracting parties have at least managed to agree on the arbiter.

(11) This framework contract shall be governed by the law of the Slovak Republic. Legal relations between contracting parties arising from this framework contract that are neither arranged thereby or by the Decision of the NBS, shall be governed by the provisions of the Act on the NBS, the Commercial Code, the Civil Code, the Act on Securities, and other generally applicable legislation. To the extent as they relate to this framework contract, the legal relations of contracting parties shall also be governed by the Decision of the NBS No. 4 dated 27 August 1999, Stipulating the Rules of Procedure for the Central Register Maintained by the NBS, which is deemed to be an integral part of this framework contract and which the NBS has provided to a bank and to which Article 1(3&4) hereof applies by analogy.

(12) This framework contract has been made out in four equal counterparts in the Slovak language, of which each contracting party shall receive two.

(13) This framework contract shall come into force and take effect on the day it is signed by both contracting parties.

(14) The contracting parties make representations as to their consent to the effect that this framework contract has not been concluded in any distress, or in otherwise one-sidedly disadvantaged circumstances, they have thoroughly acquainted themselves with this framework contract and understand its contents, they undertake to observe the provisions of this framework contract and that this contract has been made out of their definitive, outspoken, free and true will, in witness whereof they have caused it to be signed by the hands of their representatives.

In Bratislava on ....................   In ..................... on ..............
_______________________________   _______________________________
For the National Bank of Slovakia   For the Bank