Exhibit 10.2


 


OVERDRAFT FACILITY AGREEMENT NO. 97 1020 1026 0000 1702 0388 9318


 


[logo] PKO Bank Polski


 


On 23 May 2019 in Warsaw [Warszawa]


 


Powszechna Kasa Oszczędności
Bank Polski Spółka Akcyjna with its registered office in Warsaw, address: ul. Puławska 15, 02-515 Warszawa,
registered with the District Court for the Capital City of Warsaw [Sąd Rejonowy dla m. st. Warszawy] in Warsaw, 13th
Commercial Division of the National Court Register [XIII Wydział Gospodarczy Krajowego Rejestru Sądowego] with
number KRS 0000026438, NIP [tax identification number]: 525-000-77-38, REGON [statistical number]: 016298263, share
capital (paid-up capital) of PLN 1,250,000,000.00 (“PKO BP SA”) on behalf of which act the following persons:


 


		1.	Anna Żuk-Oklińska – an attorney,



 


		2.	Edyta Taborowicz – an attorney,



 


and


 


ASEC Spółka Akcyjna
with its registered office in Krakow [Kraków], address: ul. Wadowicka 6, 30-415 Kraków, registered with the
District Court for Kraków-Śródmieście [Sąd Rejonowy dla Krakowa-Śródmieścia]
in Krakow, 11th Commercial Division of the National Court Register [XI Wydział Gospodarczy Krajowego Rejestru Sądowego]
with number KRS 0000034383, NIP [tax identification number]: 677-193-09-64, REGON [statistical number]: 351324446,
share capital (paid-up capital) of PLN 4,107,000.00 (“Borrower”) on behalf of which act the following persons:


 


		1.	Agnieszka Światły – President of the Management Board,



 


		2.	Małgorzata Olszewska – Vice-President of the Management Board,



 


hereinafter referred to as the ”Parties”,


 


conclude the following agreement (“Agreement”):


 


SUBJECT MATTER OF THE AGREEMENT


 


Article 1


 


1. PKO BP shall grant an overdraft facility
in the amount of USD 2,000,000.00 (in words: two million American dollars 00/100) (“Overdraft Facility”) to
the Borrower upon the terms given herein.


 


2. The Borrower represents that it shall
allocate the funds under the Overdraft Facility for the financing of current liabilities within its operations.


 


3. The Overdraft Facility is granted for
the period from 23 May 2019 to 22 May 2020 (“Facility Term”).


 






    1


     


    

 


TERMS AND CONDITIONS OF MAKING THE OVERDRAFT
FACILITY AVAILABLE TO THE

 BORROWER AND USE OF THE OVERDRAFT FACILITY


 


Article 2


 


1. The Overdraft Facility will be made
available to the Borrower from the business day following the first day of the Facility Term, i.e. from 24 May 2019.


 


2. The term of Credit Facility use shall
expire on 22 May 2020 or, if the Agreement is terminated by PKO BP SA, on the date specified in Article 14(4) (“Term of
Facility Use”).


 


3. The repaid amounts of the used Overdraft
Facility may be reused during the Term of Facility Use along with the remaining part of the Overdraft Facility, where the use of
the Overdraft Facility may not exceed the Facility amount.


 


4. The Overdraft Facility will be made
available to the Borrower upon establishing a collateral for repayment of all Borrower’s liabilities arising out of the Agreement
as referred to in Article 6(1) (“Collateral”).


 


5. PKO BP SA reserves a right to refuse
to make the Overdraft Facility available to the Borrower and to refuse to execute the order to use the Overdraft Facility in case:


 


1) it is disclosed that the information,
statements or documents submitted to PKO BP SA by the Borrower in relation to the grant of the Overdraft Facility contain data
which does not comply with the factual circumstances or legal status,


 


2) any of the events referred to in Article
14(1) and Article 14(2) occurs,


 


3) in the opinion of PKO BP SA, upon the
execution of the order to use the Overdraft Facility, the Borrower may not be able to fulfil its obligations towards PKO BP SA
arising out of the Agreement,


 


4) in the opinion of PKO BP SA, the execution
of the order to use the Overdraft Facility might cause a breach of any legal provision, court ruling or administrative decision.


 


6. The Parties unanimously confirm that
the Overdraft Facility will be granted provided that compliance of all Borrower’s statements made in relation to the conclusion
of the Agreement with factual circumstances is maintained throughout the Facility Term and provided that all Borrower’s obligations
stipulated in the Agreement are performed.


 


Article 3


 


1. The Overdraft Facility will be used
in the currency of the Facility.


 


2. The Overdraft Facility will be used
as intended and up to the amount of Overdraft Facility granted in cash or in non-cash form by executing the Borrower’s orders
and debiting the current account in USD No. 97 1020 1026 0000 1702 0388 9318 maintained by PKO BP SA (“Current
Account”).


 


3. The Overdraft Facility may be used on
a one-off basis or in parts.


 






    2


     


    

 


4. The Borrower’s order to use the
Credit Facility is synonymous with the declaration that:


 


1) as at the date of Overdraft Facility
use all declarations made to PKO BP SA are valid, effective and compliant with factual circumstances and legal status,


 


2) none of the events referred to in Article
14(1) and Article 14(2)(2) has occurred,


 


3) the amount of the Overdraft Facility
specified in the order will be used as intended, as stated in Article 1(2).


 


[the page is initialled at the bottom]


 


INTEREST ON THE OVERDRAFT FACILITY


 


Article 4


 


1. The interest rate on the Overdraft Facility
is determined per annum in accordance with the variable interest rate equal to the reference rate increased by PKO BP SA margin
with the proviso that the interest rate may not be lower than the margin of PKO BP SA and it may not be lower than zero.


 


2. The reference rate is LIBOR 1M, an inter-bank
reference rate for inter-bank monthly deposits, as announced in the interest rate table valid in PKO BP SA (“Interest
Rate Table”) for the currency in which the Overdraft Facility is used.


 


3. The reference rate is determined in
accordance with indications in the Interest Rate Table valid on the first day of each accounting period. If the Interest Rate Table
with LIBOR 1M rate is not published on a given day, the LIBOR 1M rate from the most recent Interest Rate Table will be applied.


 


4. Interest on the used Overdraft Facility
shall be charged on a current basis, starting from the first day of the period of Overdraft Facility use, in monthly accounting
periods. The first day of the first accounting period should be understood as the day when the Overdraft Facility is made available
to the Borrower whereas subsequent accounting periods begin on the day following the end of the previous accounting period with
the proviso that the last accounting period ends on the day preceding the date of total Overdraft Facility repayment.


 


5. The capitalisation date of interest
on positive balance in the Current Account will change during the term of the Agreement, in accordance with section 4.


 


6. Interest on the used Overdraft Facility
is paid on the end date of the accounting period for which it accrues.


 


7. If on the date of determining the reference
rate based on which interest is charged in a given accounting period, PKO BP SA is unable to determine the rate for reasons independent
of it (“Destabilisation”), the Parties shall be obliged to take the following action:


 


1) PKO BP SA will promptly inform the Borrower
about the occurrence of Destabilisation,


 


2) PKO BP SA and the Borrower will promptly
commence negotiations aimed at determining a different reference rate from the one referred to in section 2 but until they agree
on a new reference rate, throughout the duration of Destabilisation, PKO BP SA will be released from the obligation to disburse
the Overdraft Facility,


 






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3) for the duration of Destabilisation,
interest will be charged on the amount of used Overdraft Facility at the annual reference rate:


 


a) agreed by the Borrower and PKO BP SA
in accordance with item 2 or


 


b) if the Parties fail to agree upon a
new reference rate within ten business days of the date when the Borrower was informed by PKO BP SA about the occurrence of Destabilisation
– at the reference rate determined by PKO BP SA, considering the actual cost of obtaining deposits necessary for the financing
of Overdraft Facility,


 


increased by PKO BP SA margin, in accordance
with section 1,


 


4) PKO BP SA will promptly inform the Borrower,
as stipulated in section 9, about the interest rate determined in accordance with item 3b),


 


5) if for the accounting period following
the period to which Destabilisation refers PKO BP SA is able to determine a reference interest rate in accordance with section
2, the rate mentioned in section 2 will be applied,


 


6) if during the accounting period following
the period to which Destabilisation refers, Destabilisation occurs, the conduct mentioned in items 1-5 will be applied.


 


8. Subject to contrary provisions hereof,
PKO BP SA margin is fixed during the Facility Term and it amounts to 1.80 percentage points.


 


9. PKO BP SA will inform the Borrower about
the change of Overdraft Facility interest rate and date of change implementation in writing or electronically. The change of Overdraft
Facility interest rate does not require an amending annex to the Agreement.


 





10. The Borrower is obliged to keep,
until the repayment date of all Borrower’s liabilities under the Agreement, total receipts from business operations in PLN
or in convertible currencies (an equivalent of an amount in PLN converted in accordance with the average interest rate of the
National Bank of Poland [Narodowy Bank Polski] (“NBP”) during the quarter for which the analysis is
made) to current accounts in PKO BP SA not lower than PLN 30,800,000.00 (in words: thirty million eight hundred thousand 00/100)
during each quarter, in periods equal to calendar quarters of the year. Receipts from business operations shall be understood
as receipts to Borrower’s current accounts maintained in PKO BP SA, except for:


 


a) transfer of funds between Borrower’s
own accounts, including those maintained in other banks,


 


b) transfer of funds from accounts of Borrower’s
shareholders who are natural persons,


 


c) receipts from redemption of deposits
and automatic deposits, and disbursement of credit facilities,


 


d) cash deposits (if business does not
involve cash transactions),


 






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e) transfer of funds for transactions between
entities belonging to Borrower’s capital group or between entities covered by consolidated financial statements unless these
result from commercial transactions as part of Borrower’s business operations.


 


11. Audits of obligation fulfilment will
be performed at the end of each quarter and will cover the period from the day following the date of the most recent audit to the
day preceding the date of the subsequent audit.


 


12. In case it is found by PKO BP SA that
the Borrower has failed to fulfil the obligation referred to in section 10, PKO BP SA margin will be raised by 1.0 percentage points,
starting from the subsequent accounting period after the date of the audit which has shown that the obligation has not been fulfilled.


 


13. Starting from the accounting period
following the date of the audit which has shown that the obligation referred to in section 10 has been fulfilled, PKO BP SA will
reduce PKO BP SA margin to the level prior to its increase.


 


14. The change of PKO BP SA margin referred
to in sections 12 and 13 does not require an amending annex to the Agreement and the Borrower will be notified thereof in writing
or electronically. The provisions of section 9 shall apply accordingly.


 


FEES AND COMMISSIONS


 


Article 5


 



1. PKO BP SA charges fees and commissions
for transactions of Overdraft Facility granting and handling, as stipulated in the Schedule of Banking Fees and Commissions in
PKO Bank Polski SA applicable to corporate clients (“Fee Schedule”).


 


2. On the conclusion day hereof, banking
fees and commissions and their amounts are applicable as specified in the Fee Schedule the extract from which is given in Attachment
1 to the Agreement.


 


3. Fees and commissions specified in the
Fee Schedule and their amounts may be changed without a need to conclude an amending annex to the Agreement, subject to fees and
commissions referred to in section 7.


 


4. The amounts of fees and commissions
specified in the Fee Schedule are determined by PKO BP SA with consideration of the economic and financial situation, in particular
the level of operation costs incurred by PKO BP SA and the level of fees and commissions charged by other banks.


 


5. The current Fee Schedule is available
to the Borrower in premises of PKO BP SA and on the websites of PKO BP SA (http://www.pkobp.pl).


 


6. The charged fees and commissions are
not refundable.


 






    5


     


    

 





7. During the term of the Agreement, PKO
BP SA will charge fees and commissions other than given in the Fee Schedule or fees and commissions in amounts other than those
given in the Fee Schedule, i.e.:



 


[the page is initialled at the bottom]


 


1) front-end fee for activities related
to the granting of the Overdraft Facility – withdrawal,


 


2) commission for the granting of the
Overdraft Facility – 0.5% of the Overdraft Facility amount, i.e. USD 10,000.00 (in words: ten thousand American
dollars), payable on the day Overdraft Facility is granted,


 


3) commitment fee – 0.15%
of the unused amount of the Overdraft Facility (monthly), charged on the amount of the Overdraft Facility which has been made
available but has not been used and which is not limited by the terms of use; the fee is charged on a daily basis but it is collected
once a month on the day interest is paid,


 


4) commission for Overdraft Facility
handling – withdrawal.


 


8. Any change to fees and commissions referred
to in section 7 and to their amounts or payment dates must be made in the form of an amending annex to the Agreement.


 


OVERDRAFT FACILITY COLLATERAL


 


Article 6


 


1. A blank promissory note issued by the
Borrower along with a blank promissory note agreement is the collateral.


 


2. Any and all costs associated with the
establishment, change and release of the Collateral shall be borne by the Borrower.


 


3. Collateral will remain in force until
the repayment date of all Borrower’s liabilities under the Agreement.


 


BORROWER’S OBLIGATIONS AND ADDITIONAL
ARRANGEMENTS


 


Article 7


 


1. Until the fulfilment date of all the
obligations arising out of the Agreement, the Borrower undertakes to:


 


1) use the Overdraft Facility as intended
and specified in the Agreement,


 


2) make it possible for PKO BP SA (employees
of PKO BP SA or experts appointed by PKO BP SA) to carry out inspections at the Borrower’s registered office and other places
of business and in places with movable property being the object of Collateral for the purpose of assessing the economic and financial
situation, and the condition of the Collateral as well as for the purpose of checking whether the Overdraft Facility has been used
as intended and specified in the Agreement; for this purpose, the Borrower will make available to PKO BP SA, at its request, all
documents and information which, in the opinion of PKO BP SA, are necessary for the inspection,


 






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3)
reimburse all necessary costs incurred by PKO BP SA in relation to the fact that the Borrower or debtors of PKO BP SA on account
of the Collateral failed to fulfil the terms of the Agreement or agreements concerning the Collateral,


 


4) ensure that all Borrower’s liabilities
arising out of the Agreement be treated at least equally, particularly in respect of the priority of satisfying or establishing
collaterals in relation to Borrower’s current and future secured and non-secured obligations, subject to mandatory provisions
of law,


 


5) refrain from commencing negotiations
with creditors for the purpose of concluding any restructuring agreement, in particular drafting a petition for approval of arrangements
or partial arrangements with the omission of PKO BP SA,


 


6) carry on business in accordance with
the relevant applicable provisions of law,


 


7) obtain licences, concessions, permits
required to carry on Borrower’s business,


 


8) refrain from changing business objects
without the consent of PKO BP SA.


 


2. Throughout the Facility Term, the Borrower
shall be bound to furnish PKO BP SA with the following information and documents:


 


1) to provide the following to PKO BP SA:


 


a) financial statements (balance sheet,
profit and loss account, additional notes to the financial statements in accordance with PKO BP SA’s sample):


 


i) quarterly – within 40 (in words:
forty) days following the end of each quarter,


 


ii) preliminary annual – within 15
(in words: fifteen) days of the date of drafting,


 


iii) final annual – immediately upon
drafting but no later than by the 15th of April each year,


 


b) opinion along with a report on financial
statements audit by an independent statutory auditor if the Borrower is obliged to have financial statements audited pursuant to
Article 64(1) of the Polish Accounting Act [ustawa o rachunkowości] of 29 September 1994 (consolidated text: Journal
of Laws [Dz. U. – Dziennik Ustaw] of 2019, item 351 as amended) (“Accounting Act”) – immediately
upon drafting but no later than by the 30th of June each year,


 


c) resolution of the Meeting of Shareholders
of Borrower’s company to approve Borrower’s financial statements – immediately upon adoption, but no later than
by the 30th of June each year,


 


2) to deliver, upon the request of PKO
BP SA, any and all information and documents concerning the Borrower’s asset standing and financial situation, and to make
statements which, in the opinion of PKO BP SA, are necessary for assessing the Borrower’s economic and financial situation
and its capacity to repay the Overdraft Facility along with interest in a timely manner, and for assessing the Collateral,


 





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3) to inform PKO BP SA each time about
any change of particulars entered in the National Court Register [Krajowy Rejestr Sądowy] or change of particulars
entered in any other register in which the company is entered,


 


4) to immediately notify PKO BP SA of changes
in the legal status, composition of the management board, scope and type of business operations, location, business name, and other
events and circumstances which may affect business operations, including with regard to credit facilities and guarantees or other
facilities granted by other banks and collaterals established on Borrower’s property,


 


5) to immediately notify PKO BP SA of material
changes in the shareholding or ownership structure,


 


6) to present documents confirming that
the Collateral has been effectively established, upon the request of PKO BP SA,


 


7) to notify PKO BP SA immediately, no
later than within three business days of the taking of an action by the Borrower or of finding out about the occurrence of a specific
event:


 


a) taking action aimed at instigating proceedings
to approve arrangement pursuant to the Polish Restructuring Law Act [Prawo restrukturyzacyjne] of 15 May 2015 (consolidated
text: Journal of Laws of 2019, item 243 as amended) (“Restructuring Law”), including about the conclusion of
an agreement with a restructuring advisor; it will also be obliged to present a restructuring plan immediately upon its drafting
but no later than fourteen days prior to the presentation of voting sheets to creditors,


 


b) undertaking by the Borrower actions
other than specified in item a), aimed at instigating proceedings to approve arrangement, expedited arrangement proceedings, arrangement
proceedings or sanative proceedings pursuant to the Restructuring Law,


 


c) initiating Borrower’s negotiations
with creditors in order to prepare a petition for arrangement or partial arrangement,


 


d) initiating Borrower’s negotiations
with a potential buyer of the enterprise or asset which is a substantial part of the enterprise pursuant to Article 56a of the
Bankruptcy Law act of 28 February 2003 (consolidated text: Journal of Laws of 2019, item 498 as amended) (“Bankruptcy
Law”),


 


e) initiating Borrower’s actions
aimed at dissolving the Borrower’s company or initiating the liquidation of the Borrower’s enterprise,


 


f) filing of a petition for declaring the
Borrower bankrupt by an entity other than the Borrower,


 


8) to notify PKO BP SA promptly, no later
than within fourteen days since the Borrower finds out, of the occurrence of the event specified below:


 


a) instigation of court, arbitration or
administrative proceedings,


 






    8


     


    

 


[the
page is initialled at the bottom]


 


b) filing of a petition for instigation
of bankruptcy, enforcement or other proceedings,


 


which may have a substantial adverse impact
on the Borrower’s capacity to fulfil Overdraft Facility terms, in particular to repay liabilities under the Agreement with
interest, within the timeframe given therein, unless such proceedings are resolved in favour of the Borrower before the expiry
of the timeframe of fourteen days.


 


3. The Borrower shall also be obliged throughout
the Facility Term to:


 


1) submit originals of documents required
by provisions of law and copies of documents sent via an electronic channel, i.e. via e-mail from the Borrower’s domain name:
@otieuropa.com upon each request of PKO BP SA, no later than within 7 (in words: seven) days of the presentation of such a request
by PKO BP SA,


 


2) refrain from taking, without prior written
consent of PKO BP SA, action which causes the arising of liabilities under a credit facility, loan, guarantee, lease, factoring,
bond, liabilities on bills of exchange, and other balance-sheet and non-balance-sheet liabilities of credit nature in case the
total value of new agreements during an accounting year exceeds PLN 2,500,000.00 (in words: two million five hundred thousand 00/100),


 


3) refrain from further encumbrance on
its assets which is Collateral, apart from securing receivables of PKO BP SA, without obtaining prior written consent of PKO BP
SA in this respect,


 


4) inform PKO BP SA about the planned amount
of dividend payment,


 


5) inform PKO BP SA about the intention
of granting loans and sureties,


 


6) inform PKO BP SA about the opening of
accounts in banks other than PKO BP SA,


 


7) refrain from granting powers of attorney
for accounts maintained in PKO BP SA without its consent.


 


4. Furthermore, the Parties agree as follows:


 


1) In case the Borrower fails to fulfil
the obligation referred to in section 2 item 2, PKO BP SA will charge, as given in the Fee Schedule, a fee for failure to provide
the documents related to Facility monitoring within the required timeframe, for each period of 14 days of delay in the provision
of documents; the first payment is charged after 14 (in words: fourteen) calendar days of the date given in the Agreement, subsequent
ones are charged after the next period of 14 days, subject to item 2 below.


 


2) Should the Borrower fail to fulfil the
obligations stated in this Article in sections 1-3, PKO BP SA may increase its margin for non-fulfilment of these obligations,
by no more than 1.0 percentage points. The provisions of Article 4 sections 12-14 shall apply accordingly.


 






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BORROWER’S REPRESENTATIONS


 


Article 8


 


The Borrower represents that:


 


1) the conclusion, establishment and performance
of the Agreement are fully compliant with the Borrower’s internal regulations, in particular documents which govern its formation
and scope of operations, and they do not breach any provisions of law relevant for the Borrower’s registered address or place
of business, and are not in contrast to held permits, licences, registrations, and other decisions stipulated by law, concluded
agreements or other liabilities of the Borrower,


 


2) all reports, documents, and information
provided to PKO BP SA in relation to the granting of Overdraft Facility reliably reflect its actual financial standing, and contain
data compliant with the factual circumstances and legal status,


 


3) there are no pending proceedings against
it and there are no events mentioned in Article 7(2)(7) and Article 7(2)(8),


 


4) it is not late with payment of any taxes
and social insurance liabilities or other liabilities of similar nature,


 


5) is aware of the risk resulting from
change of FX rates and interest rates on Overdraft Facility, and accepts it,


 


6) there occur no events referred to in
Article 14(1) and Article 14(2)(2),


 


7) all copies of documents transferred
in relation to the Agreement via e-mail from the Borrower’s domain: @otieuropa.com are consistent with original documents
in permanent possession of the Borrower and the Borrower is aware of criminal liability for providing false information in the
scope of documents furnished in this way and liability for actions of persons entrusted with the provision of document copies via
e-mail from the mentioned domain.


 


PAYMENTS AND FACILITY REPAYMENT


 


Article 9


 


1. Borrower’s liabilities arising
out of the Agreement will be repaid prior to any other payments, except for payments based on the right of priority satisfaction
in accordance with mandatory provisions of law. Liabilities will be repaid in amounts and within timeframes specified in the Agreement,
by PKO BP SA’s debiting the Current Account or other Borrower’s accounts maintained in PKO BP SA with the Overdraft
Facility amount, interest on the Facility, fees and commissions, without a need to obtain separate orders from the Borrower; the
Borrower hereby irrevocably authorises PKO BP SA to do this.


 


2. The Overdraft Facility shall be repaid
without Borrower’s separate orders, from the first receipts on the Current Account. The total repayment of the Overdraft
Facility by the Borrower shall be made on the last day of the Facility Term.


 


3. If the repayment date of Borrower’s
liabilities under the Agreement falls on a public holiday or Saturday, it is deemed that the agreed timeframe has been kept if
the Facility is repaid on the first business day immediately following the date stipulated in the Agreement while with reference
to interest and fees on the unused Overdraft Facility, on the business day immediately preceding that day.


 






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4. Funds for all payments arising out of
the Agreement shall be first collected in the given currency from the Current Account and in the absence of funds in the Current
Account, they may be collected from other accounts, with the following rules observed:


 


1) when drawing amounts in PLN from the
account in a convertible currency – upon conversion using the buy rate of the convertible currency applicable in PKO BP SA
at the time of drawing from the account in the convertible currency, in accordance with the Fee Schedule.


 


2) when drawing amounts in a convertible
currency from the account in PLN – upon conversion of the amount to be drawn using the sale rate of the convertible currency
applicable in PKO BP SA at the time of drawing from the account in PLN, in accordance with the Fee Schedule.


 


3) when drawing amounts in a convertible
currency from the account in another convertible currency – upon conversion into PLN using the buy rate of the convertible
currency applicable in PKO BP SA at the time of drawing from the account, in accordance with the Fee Schedule, and subsequent conversion
from PLN at the sale rate of the convertible currency which is to be drawn, applicable in PKO BP SA at the time of drawing from
the account, in accordance with the Fee Schedule.


 


5. The Borrower shall be obliged to ensure
that on the repayment day there will be funds in the Current Account sufficient for repayment of all liabilities arising out of
the Agreement and due on this date.


 


Article 10


 


1. The repayment of Borrower’s liabilities
arising out of the Agreement in the amount lower than resulting from the current debt or at a date other than given in the Agreement
shall be settled in the following order:


 


1) overdue debt,


 


2) interest on overdue debt,


 


3) matured (overdue) interest,


 


[the page is initialled at the bottom]


 


4) current interest,


 


5) Overdraft Facility debt,


 


6) other receivables of PKO BP SA, including
costs of PKO BP SA and due fees.


 


2. The Overdraft Facility is deemed repaid
if the debt upon repayment of Overdraft Facility amount and interest amounts to “0” or the total debt relative to principal
and interest does not exceed twice the cost of registered mail.


 






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NON-PAYMENT


 


Article 11


 


1. In the absence of repayment of any of
the Borrower’s liabilities arising out of the Agreement within the timeframe specified therein or in the event debt under
the Overdraft Facility is immediately enforceable after the expiry of the notice term, the non-repaid amount becomes immediately
enforceable debt which is overdue on the next day after the repayment date or expiry of the notice term, respectively.


 


2. On the day overdue debt arises, PKO
BP SA is authorised to set off claims on this ground against due and payable or undue receivables that the Borrower is entitled
to from PKO BP SA. If the Borrower’s receivable is denominated in a currency other than the receivable of PKO BP SA, the
provisions of Article 9(4) shall apply accordingly.


 


3. If overdue debt is set off against Borrower’s
receivables from PKO BP SA other than receivables from bank accounts, the set-off is performed by allocating by PKO BP the amount
deducted to repay Borrower’s liabilities under the Agreement. PKO BP SA will immediately notify the Borrower of such set-off.


 


4. Set-off against receivables from Borrower’s
bank accounts maintained in PKO BP SA, including in particular the Current Account and current account in PLN with number 72 1020
1068 0000 1402 0139 1986 does not require the submission of a separate statement by PKO BP SA to the Borrower and is made at the
moment of drawing these funds from the accounts by PKO BP SA.


 


Article 12


 


1. In the case of late repayment of the
Overdraft Facility, PKO BP SA will charge interest on the unrepaid amount for the period from the day following the day when the
repayment should have been made to the day preceding the repayment date inclusively. Interest shall accrue based on the interest
rate for overdue credit facilities and credit facilities immediately enforceable for commercial purposes after the expiry of the
notice term, as specified in the resolution of the Management Board of PKO BP SA valid during the periods for which interest is
charged and announced to the clients in PKO BP SA’s communication posted in premises of PKO BP SA, irrespective of other
forms of notification.


 


2. Interest rate on overdue debt may be
changed during the term of the Agreement, depending on the economic situation and changes in the monetary market, especially on
changes in cash reserve ratio in banks and changes in interest rates of the National Bank of Poland determined by the Polish Monetary
Policy Council [Rada Polityki Pieniężnej].


 


3. On the conclusion date hereof, the interest
rate referred to in section 1 is 14% per annum.


 


4. Change in the interest rate of overdue
debt does not require an amending annex hereto. PKO BP SA will communicate each and every change in the interest rate referred
to in section 1 during the term of the Agreement to the Borrower in writing or electronically.


 






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NOTIFICATIONS AND DECLARATIONS


 


Article 13


 


1. Any and all notifications and declarations
resulting from the Agreement or related to it shall be made in writing unless the Agreement provides otherwise.


 


2. The following are the addresses for
all notifications and declarations resulting from the Agreement or related to it:


 


1) for PKO BP SA:


 


Powszechna Kasa Oszczędności
Bank Polski Spółka Akcyjna


 


i Regionalne Centrum Korporacyjne w Warszawie


 


ul. Nowogrodzka 35/41,


 


00-950 Warszawa,


 





	Telephone number:	+48 22 525 60 34,
	e-mail:	pawel.krzywdziuk@pkobp.pl



 


 


or any other communicated to the Borrower
by PKO BP SA in advance of at least five business days,


 


2) for the Borrower:


 


ASEC Spółka Akcyjna


 


ul. Wadowicka 6,


 


30-415 Kraków,


 





	Telephone number:	+48 12 293 02
01,
	e-mail:	molszewska@otieuropa.com,
aswiatly@otieuropa.com


 


3. The Borrower may notify PKO BP SA of
the change of mailing address in writing. The change of address will not require an amending annex to the Agreement and is effective
upon the expiry of five business days of the service of notification to PKO BP SA.


 


AGREEMENT TERMINATION


 


Article 14


 


1. Should the Borrower lose credit worthiness
or if the Borrower does not meet the terms of Overdraft Facility, which includes in particular:


 


1) non-payment on time of any amount due
to PKO BP SA under the Agreement,


 


2) non-performance of any other obligation
arising out of the Agreement,


 






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3) substantial reduction of the value of
Collateral (it shall also be understood as decrease in the value of Collateral below the minimum value given in the Agreement and
collateral documentation) or loss of Collateral,


 


4) provision of data which is not compliant
with factual circumstances or legal status in information, declarations and documents related to the granting of the Overdraft
Facility,


 


5) deterioration, in the opinion of PKO
BP SA, of the economic and financial situation of the Borrower to a level which in accordance with criteria used by PKO BP SA means
that financing is not available, in particular when it is necessary for PKO BP SA to create allowances or when there is a risk
of Borrower’s bankruptcy,


 


6) attachment by writ of execution of receivables
from any of the Borrower’s accounts maintained in PKO BP SA,


 


7) loss of the capacity to perform due
and payable cash liabilities understood as insolvency in accordance with Article 11 of Bankruptcy Law [Prawo Upadłościowe],


 


[the page is initialled at the bottom]


 


8) lack of possibility of fulfilling its
obligations by PKO BP SA as part of the use of financial security measures specified in the Act on Counteracting Money Laundering
and Financing of Terrorism [ustawa o przeciwdziałaniu praniu brudnych pieniędzy oraz finansowaniu terroryzmu]
of 1 March 2018 (consolidated text: Journal of Laws [Dz. U. – Dziennik Ustaw] of 2018, item 723 as amended),


 


9) if in the opinion of PKO BP SA the payment
of dividend (the amount of dividend to be paid for each financial year, as results from the application of the Management Board
of Borrower’s company addressed to the Meeting of Shareholders) referred to in Article 7(3)(4) poses a threat to timely handling
of the Overdraft Facility and the Borrower does not take into account the opinion of PKO BP SA concerning the amount of planned
dividend payment and does not change the dividend amount recommended by the Management Board of Borrower’s company,


 


10) if in the opinion of PKO BP SA the
intended action of the Borrower specified in Article 7(3)(5) poses a risk of untimely repayment of liabilities to PKO BP SA,


 


PKO BP SA may exercise the following rights
jointly or separately:


 


a) reduce the amount of the granted Overdraft
Facility through obligatory early repayment up to the amount which allows for not making allowances,


 


b) require that additional collateral be
established which will be accepted by PKO BP SA, where the collateral is to secure the repayment of all Borrower’s liabilities
arising out of the Agreement, within the timeframe determined by PKO BP SA,


 


or terminate the Agreement.


 






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2. Should any receivable resulting from
Borrower’s liability:


 


a) towards PKO BP SA or


 


b) towards other financial entities/institutions,
i.e. for example banks, investment, lease, factoring or insurance companies,


 


become due and payable (at the previously
agreed date or before) and is subsequently not repaid within five business days of its due date, PKO BP SA may deem the repayment
of Overdraft Facility threatened and may terminate the Agreement.


 


3. The notice term for Agreement termination
by PKO BP SA is thirty days but in case of a risk of Borrower’s bankruptcy – seven days, counted from the day following
the service date of termination notice.


 


4. The service date of termination notice
shall be understood as the day when the notice has been delivered in person or by registered mail or courier mail against confirmation
of receipt. In the event the Borrower does not collect the termination notice sent by PKO BP SA to the last known mailing address
of the Borrower, the termination notice shall be deemed served on the first business day on which the shipment could have been
collected based on a postal advice note.


 


5. Upon serving the following, as described
in section 4 above, to the Borrower:


 


1) a written notice of Agreement termination,
PKO BP SA will not execute orders or Overdraft Facility disbursements,


 


2) a written statement on reduction of
the amount of the granted Overdraft Facility, PKO BP SA will not execute orders and disbursements in the scope in excess of the
reduced Overdraft Facility amount.


 


6. Pursuant to Article 105(4d) of the Banking
Law act [Prawo bankowe] of 29 August 1997 (consolidated text, Journal of Laws of 2018, item 2187 as amended), PKO BP SA
may transfer, via Biuro Informacji Kredytowej S.A. based in Warsaw, information on liabilities under the Agreement to financial
institutions which are entities dependent on banks.


 


7. If overdue debt arises, PKO BP SA will
be authorised to transfer:


 


1) Borrower’s data to the Banking
Register System maintained by the Polish Bank Association [Związek Banków Polskich],


 


2) Borrower’s particulars to economic
information bureaus operating pursuant to the Act on Making Economic Information Available and on Sharing Economic Data [ustawa
o udostępnianiu informacji gospodarczych i wymianie danych gospodarczych] of 9 April 2010 (consolidated text, Journal
of Laws of 2019, item 681 as amended) when the conditions specified in the Act are met.


 


8. The termination of the Current Account
Agreement by the Borrower or by PKO BP SA results in the shortening of the Facility Term which, in such case, terminates with the
termination date of the Current Account Agreement.


 






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Article 15


 


1. Should the Agreement be terminated by
PKO BP SA, the Borrower is obliged to pay all liabilities arising out of the Agreement on the last day of the notice term at the
latest, where the timeframes for repayment given in the Agreement falling prior to the expiry of the notice term will not change.


 


2. As from the date when the debt becomes
overdue, PKO BP SA has a right to take action aimed at recovering its receivables.


 


3. The Parties hereto agree that PKO BP
SA is entitled to convert the amount of debt in the currency convertible into PLN using the average exchange rate of the National
Bank of Poland as given in the Fee Schedule applicable in PKO BP SA on the conversion date.


 


GOVERNING LAW AND DISPUTE SETTLEMENT


 


Article 16


 


1. The Agreement shall be governed by the
laws of Poland. To matters not governed herein shall apply the provisions of commonly applicable law.


 


2. Any and all disputes arising out of
the Agreement or related to it shall be settled by the court competent for the registered office of PKO BP SA.


 


Article 17


 


1. The Borrower may lodge complaints concerning
non-performance or improper performance of the Agreement:


 


1) in writing – in person in branches
or agencies of PKO BP SA or by mail,


 


2) verbally – via telephone or in
person with record in the report drawn up during the visit at a branch of agency of PKO BP SA,


 


3) electronically – on the electronic
banking website.


 


2. The current telephone numbers and addresses
to which complaints may be lodged by the Borrower are given on the website www.pkobp.pl and on notice boards at branches or agencies
of PKO BP SA.


 


3. The complaint should include Borrower’s
identification data (name and REGON or NIP), current address and, if possible, number of the Agreement to which the complaint refers,
and the content of the complaint.


 


4. PKO BP SA may request that the Borrower
provide additional information in writing or furnish additional documents if the obtaining of this information is necessary for
the processing of the complaint.


 


5. The complaint lodged immediately after
the Borrower has discovered its reservations will facilitate and accelerate reliable processing of the complaint by PKO BP SA.


 






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6. At the Borrower’s request, PKO
BP SA will confirm the lodging of the complaint in writing or in any other agreed form.


 


7. PKO BP SA will process the complaint
promptly, within a maximum of thirty days of the receipt of the complaint. In particularly complicated cases, where it is impossible
to process the complaint and reply within the timeframe referred to in the preceding sentence, PKO BP SA will advise the Borrower
of the predicted date of reply which may not fall later than within ninety days of the date of receiving the complaint. For the
observance by PKO BP SA of timeframes specified in the preceding sentence, it will suffice if PKO BP SA sends the reply prior to
the expiry of the timeframe.


 


8. Upon the processing of the complaint,
the Borrower will be notified of its outcome in writing or with the use of any other permanent information carrier; notification
via e-mail will only be possible upon the Borrower’s request.


 


9. Notwithstanding the complaint procedure
described above, the Borrower shall each time be entitled to bring an action to a competent common court.


 


10. The Polish Financial Supervision Authority
[Komisja Nadzoru Finansowego] is a public administration authority controlling the operations of PKO BP SA.


 


11. All complaints are processed by PKO
BP SA with utmost care, carefully and within the shortest timeframe possible.


 


[the page is initialled at the bottom]


 


FINAL PROVISIONS


 


Article 18


 


1. The Agreement shall enter into force
on the day when it is executed.


 


2. Whenever reference is made in the Agreement
to days without clear specification that the timeframe is expressed in business days, it is assumed that reference is made to calendar
days. Business day is understood as the day when PKO BP SA operates, except for Saturdays and public holidays.


 


3. Subject to express provisions to the
contrary herein, any and all changes must be made in writing or otherwise they will be null and void.


 


4. The Agreement has been drawn up in three
counterparts, one for the Borrower and two for PKO BP SA.


 


Attachments to the Agreement:


 


1. Extract from the Fee Schedule.


 


[rectangular stamp:] ASEC S.A.,
30-415 Kraków, ul. Wadowicka 6, phone: 12-293-02-00, fax: 293-022-05, REGON: 351324446, NIP: 6771930964


 






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[rectangular stamp:] Agnieszka Światły,
PRESIDENT OF THE MANAGEMENT BOARD


 


/s/Agnieszka Światły


 


[rectangular stamp:] Małgorzata
Olszewska, VICE-PRESIDENT OF THE MANAGEMENT BOARD


 


/s/Małgorzata Olszewska


 


(corporate stamp and signatures of persons
acting on behalf of the Borrower)


 


[rectangular stamp:] POWSZECHNA
KASA OSZCZĘDNOŚCI BANK POLSKI SPÓŁKA AKCYJNA


 


[rectangular stamp:] Edyta Taborowicz,
SENIOR ADVISOR


 


/s/Edyta Taborowicz


 


[rectangular stamp:] Anna Żuk-Oklińska,
DIRECTOR


 


/s/Anna Żuk-Oklińska



 


(corporate stamp, personal stamps and signatures
of persons acting on behalf of PKO BP SA)


 


The compliance of data with the produced
identity documents is hereby confirmed. It is also confirmed that signatures have been placed personally.


 


[rectangular stamp:] Paweł
Krzywdzluk, SENIOR ADVISOR


 


/s/Paweł Krzywdzluk 


 


(personal stamp and signature of an employee
of PKO BP SA)


 


 


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