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					Unofficial English translation
from Czech original

                              AGREEMENT AND INDEMNITY

THIS AGREEMENT AND INDEMNITY (“Agreement”) is dated June 19, 2000
(“Execution Date”) and entered into by and between:

(1)    The Czech National Bank, a legal entity established and existing under the laws of the
       Czech Republic with its registered office at Na Příkopě 28, 115 03 Praha 1, the Czech
       Republic (“CNB”), represented by Mr. Oldřich Dědek, Vice Governor of the CNB,
       and Mr. Zdeněk Tůma, Vice Governor of the CNB;

                                               and

(2)    Československá obchodní banka a.s., a legal entity established and existing under the
       laws of the Czech Republic with its registered office at Na Příkopě 14, Prague 1 –
       Nové Město, identification number 00001350 (“Bank”), represented by Mr. Pavel
       Kavánek, its Chairman of the Board, and Mr. Petr Knapp, its Vice-Chairman of the
       Board.

The CNB and the Bank are hereinafter referred to collectively as the “Parties” and
individually as a “Party”.

WHEREAS:

(A)    On June 19, 2000, the Bank and INVESTIČNÍ A POŠTOVNÍ BANKA a.s., with its
       registered address at Senovážné náměstí 32, Prague 1, identification number
       45316619 (“IPB”) have entered into a certain Agreement on the Sale of Enterprise
       (“Enterprise Agreement”).

(B)    The Enterprise Agreement contemplates the acquisition of the entire IPB enterprise
       (“Enterprise”) by the Bank on the effective date of the Enterprise Agreement (as
       defined in Section 476 et seq. of the Commercial Code).

(C)    In order to preserve and improve the stability of the Czech banking sector, (a) the
       CNB has approved the acquisition of the Enterprise by the Bank and (b) the CNB
       wishes to provide to the Bank the various indemnities and undertakings as specified
       hereunder.

(D)    This Agreement has been duly executed in accordance with the CNB Banking
       Council decision dated June 19, 2000 and Act No. 6/1993 Coll. on the Czech National
       Bank.

(E)    Legal counsel to the CNB shall issue a legal opinion to the Bank confirming certain
       matters regarding the transactions contemplated hereunder.

Unofficial English translation


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from Czech original

(F)    On the Execution Date, the Czech Republic, acting through the Ministry of Finance
       (“MOF”), and the Bank have entered into that certain Agreement and State Guarantee
       (“MOF Indemnity”).

IT IS AGREED as follows:

1.     CNB INDEMNITIES AND UNDERTAKINGS

1.1    The CNB hereby irrevocably and unconditionally agrees and guarantees during the
       six-month period following the effective date of the Enterprise Agreement to provide
       to the Bank immediately upon the written request of the Bank one or more standby
       credit facilities in such amounts (in Czech Crowns, or in exceptional cases, in foreign
       currency) as may be requested by the Bank from time to time and necessary to permit
       the Bank to fulfil any of the Bank’s payment obligations related to the Enterprise or
       acquired by the Bank as part of the Enterprise (“Refinancing Line”). The
       Refinancing Line shall be provided on an unsecured basis at the appropriate PRIBOR
       or LIBOR rate, under conditions stipulated in Section 29 (2) of the Act on the Czech
       National Bank or any other legal regulations.

1.2    The CNB, upon request, shall irrevocably and unconditionally indemnify the Bank for
       damages incurred by the Bank with respect to:

       (i)     any unrecorded obligations or costs related to the Enterprise which were not
               reflected in the accounting records underlying the Final NAV (as defined in
               MOF Indemnity) as of the effective date of the Enterprise Agreement;

       (ii)    assets shown in the balance sheet as of the effective date of the Enterprise
               Agreement that are not able to be physically located;

       provided that the Bank has identified them and notified the CNB of the same within
       two years following the date of the determination of the Final NAV; and further
       provided that any claim for payment by the CNB to the Bank under this Article 1.2 is
       subject to the Bank actually having paid the identified liability and, consequently,
       having incurred damage.

1.3    The CNB shall upon request and unconditionally indemnify the Bank (i) for any
       damage incurred to the Bank as a result of the purchase of the Enterprise by the Bank,
       including any damage incurred with respect to the provisions of agreements
       concerning changes in the ownership structure to which IPB has been/was a party or
       agreements that have directly or indirectly affected the Enterprise, (ii) for any damage
       incurred to the Bank due to obstacles or difficulties arising out of changes in the
       Enterprise management, which have been identified by the Bank and notified to the
       CNB within three years following the effective date of Enterprise Agreement. The
       Parties have agreed that for purposes of this Article 1.3, the provisions of Section 381
       of the Commercial Code are hereby excluded.



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Unofficial English translation
from Czech original

1.4    The CNB hereby irrevocably and unconditionally agrees and guarantees to indemnify
       the Bank for any payments or other performance of whatever nature that shall actually
       be made by the Bank with respect to any off-balance liabilities of the Enterprise,
       irrespective of whether or not these liabilities have been recorded in books of the
       Enterprise, provided that such liabilities existed as of the effective date of Enterprise
       Agreement. The CNB guarantees the enforceability of any receivables arising out of
       off-balance items (i) if such receivables existed as of the effective date of Enterprise
       Agreement or (ii) if such receivables arising out of off-balance items existed as of the
       effective date of the Enterprise Agreement, but occurred following such date.

1.5    The CNB agrees and guarantees that after the Bank exercises the General Option
       Right (as defined in MOF Indemnity), the CNB shall promptly decide on any
       application filed with respect to approvals and consents that may be required in order
       to permit the transfer of the Organizational Part (as defined in MOF Indemnity) by the
       Bank to a legal entity specified under MOF Indemnity, and that it shall not
       unreasonably withhold such approvals and consents.

1.6    The Bank undertakes to return to the CNB without notification and promptly the
       financial funds provided to the Bank by the CNB under this Agreement (however, this
       shall not apply to the financial funds under Article 1.1 hereof), if (whether entirely or
       partially):

       (i)     the Bank has been provided with the relevant performance due to the exercise
               by the Bank of any recourse claims against the obligated person;

       (ii)    the Bank has enforced the relevant performance against the obligated person
               or the person who actually caused the damage; or

       (iii)   the Bank has received the relevant performance otherwise.

       The Bank shall also transfer free of charge to the CNB the those assets that have been
       taken over by the Bank together with the Enterprise:

       (i)     whose value in each case exceeds CZK 100,000; and

       (ii)    which have not been included in the Final NAV;

       or shall provide the equivalent in cash thereof to the CNB.

1.7    In the event that the Bank identifies any liability (or any fact related to this
       Agreement) that constitutes the Bank’s right to be indemnified under this Agreement,
       the Bank shall promptly notify the CNB of this fact in writing, stating the grounds.
       The Bank shall use its best efforts to reduce the amount of damage and to remedy the
       consequences thereof. The Parties agree to carry out all acts that may be necessary to
       reach agreement regarding the steps to be taken to resolve a given matter. In the event


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Unofficial English translation
from Czech original

1.8    that the Bank uses its own resources to ensure the fulfillment of claims, the CNB shall
       reimburse the Bank for any reasonable costs so incurred.

1.8    The Bank shall be entitled to request the CNB for indemnification, with the exception
       of fulfillment under Article 1.1 hereunder, only if the required aggregate amount of
       the Bank’s claim exceeds CZK 50,000,000. For the avoidance of doubt, the Parties
       agree that in such case the Bank would receive the entire aggregate amount including
       that amount which exceeds CZK 50,000,000.

1.9    The Bank shall be entitled to request from the CNB an advance payment to cover
       damages that the Bank might be reasonably expect to be incurred.

2.     DEMANDS; PAYMENTS

2.1    If the Bank wishes to claim any amount to which it is entitled under this Agreement, it
       shall deliver to the CNB a sufficiently evidenced written demand. Such demand shall
       set out the damages, costs or other amounts to be paid to the Bank. The CNB agrees
       irrevocably and unconditionally to pay those amounts to the Bank within 5 working
       days upon receipt of such demand.

2.2    All payments made to the Bank as provided hereunder shall be made to its account at
       such bank as it may notify to the CNB.

2.3    Payments to the Bank hereunder shall be credited to the Bank no later than on the due
       date.

2.4    The CNB may not set-off any claims which it has or will have vis-à-vis the Bank
       against its payment obligations to the Bank hereunder.

3.     TAXES; GROSS UP

3.1    All payments by the CNB to the Bank under this Agreement shall be made without
       any deduction and free and clear of and without deduction for or on account of any
       taxes, except to the extent that the CNB is required by law to make payment subject to
       any taxes. If any tax or amounts in respect of tax must be deducted, or any other
       deductions must be made, from any amounts payable or paid by the CNB under this
       Agreement, the CNB shall pay such additional amounts as may be necessary to ensure
       that the Bank receives a net amount equal to the full amount which it would have
       received had payment not been made subject to tax or any other deduction.

3.2    All taxes required by law to be deducted or withheld by the CNB from any amounts
       paid or payable under this Agreement shall be paid by the CNB when due and the
       CNB shall, within 10 calendar days of the payment being made, deliver to the Bank
       evidence satisfactory to the Bank (including all relevant tax receipts) that the payment
       has been duly remitted to the appropriate authority.


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Unofficial English translation
from Czech original

3.3    The Parties agree and acknowledge that any payments which relate to the guarantees
       and indemnities provided hereunder shall for tax purposes be treated as falling within
       Section 24 par. 2 zc) and/or Section 23 par. 4, letter e) item 2 of the Czech Income
       Tax Act.

4.     CNB REPRESENTATIONS AND WARRANTIES

4.1    As of the Execution Date, the CNB makes the representations and warranties set out
       in this Article 4 to the Bank.

4.2    The CNB has the power and authority to sign and deliver this Agreement and to
       exercise its rights and perform its obligations under this Agreement.

4.3    The signature of this Agreement and the exercise by the CNB of its rights and the
       performance by it of its obligations under this Agreement have been duly authorized
       and the information provided in Recital (D) is true and correct.

4.4    The obligations of the CNB described in this Agreement are valid and effective
       obligations of the CNB enforceable in accordance with their terms.

4.5    The exercise by the CNB of its rights and the performance of its obligations under this
       Agreement:

       (a)     and the signature of this Agreement are not prohibited in any way by any
               generally binding legal regulation of the Czech Republic;

       (b)     with the exception of the approval referred to in Recital (D) and the exemption
               from approval by the Office for the Protection of Economic Competition
               under Act No. 59/2000 Coll. on Public Support, do not require any approval,
               filing, registration or exemption; and

       (c)     and the signature of this Agreement are not prohibited or restricted in any way
               by, and do not constitute an event of default under, and do not result in an
               obligation to create security under, any document or arrangement to which the
               CNB is a party.

4.6    There are no pending actions, suits or proceedings against or affecting the CNB or
       any of its properties which, if determined adversely to the CNB, would individually or
       in the aggregate have a material adverse effect on the condition (financial or other),
       prospects or general affairs of the CNB or on the ability of the CNB to perform its
       obligations under this Agreement. The CNB is not aware that any proceeding of this
       kind are being considered by any other person, with the exception of the pending
       amendment to the Act on the CNB.



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Unofficial English translation
from Czech original

4.7    The CNB is subject to civil and commercial law with respect to all its obligations
       under this Agreement arising out of any asset-related legal relationships of the CNB
       when disposing of its assets. With respect to the enforcement of the CNB obligations
       hereunder in the Czech Republic, the CNB and its assets do not have any immunity,
       for any reason, from any proceedings or jurisdiction.

4.8    A breach of any representation and warranty by the CNB hereunder shall be deemed a
       material breach of this Agreement by the CNB.

5.     MISCELLANEOUS

5.1    This Agreement may only be amended in writing.

5.2    The Parties may not assign, novate or transfer of any of, or any interest in, its rights
       and/or obligations under this Agreement.

5.3     If any provision of the Agreement is invalid, ineffective, unenforceable or illegal for
        any reason, such provision shall not affect the validity or enforceability of any or all
        of the remaining provisions. The Parties agree that should any provision of the
        Agreement be invalid or unenforceable, they shall promptly enter into good faith
        negotiations to amend such provision in such a way that, as amended, it is valid and
        legal and to the maximum extent possible carries out the original intent of the Parties
        as to the issue or issues in question.

5.4    This Agreement shall be governed by and construed in accordance with Czech law.

5.5    Any disputes arising out of or in connection with this Agreement shall be finally
       settled under the Rules of Arbitration of the International Chamber of Commerce by
       three arbitrators appointed in accordance with the said rules. No appeal shall be
       permissible against a duly rendered award. A duly rendered award shall be
       enforceable in any court of competent jurisdiction. The arbitration shall take place in
       Vienna. The language of the arbitration shall be Czech. The arbitrators shall interpret
       this Agreement on the basis of Czech law. The arbitrators shall have the authority,
       without limitation, to resolve any dispute related to (i) the validity and effectiveness
       of this Agreement, (ii) the validity and effectiveness of this Article 5.5 and (iii)
       payment of any default interest, contractual penalty or damages in connection with
       this Agreement. The legal fees and expenses of the prevailing Party with respect to
       such award shall be paid in accordance with any award rendered by the arbitration
       tribunal.

The Parties shall keep confidential all information which one Party receives or acquires
       directly or indirectly from the other Party in connection with the execution hereof,
       and/or contained in this Agreement and/or made available orally or in writing to any
       Party in the course of performance of rights and obligations hereunder Unofficial



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English translation
from Czech original

5.6     ("Confidential Information"). Such Confidential Information shall be deemed to
5.7    constitute information of a confidential nature under Section 271 of the Commercial
       Code. The Parties have agreed that information which is or becomes accessible to the
       public otherwise than by breach hereof does not constitute Confidential Information.
       Notwithstanding the provisions of this Article 5.6, the Bank shall have the right to
       disclose any Confidential Information to third parties should that be required by
       general accountancy principles or principles under which the Bank is audited or for
       purposes of valuing the Bank on the Czech or foreign markets. The Parties shall be
       entitled to disclose the Confidential Information to their advisors bound by the
       obligation of confidentiality.

5.7    All notices or other communications under or in connection with this Agreement shall
       be given in writing and, unless otherwise stated, may be made by letter, telex or
       facsimile. Any such notice will be deemed to be given as follows:

       (a)     if by letter, when delivered personally or on actual receipt;

       (b)     if by telex, when despatched, but only if, at the time of transmission, the
               correct answerback appears at the start and at the end of the sender's copy of
               the notice; and

       (c)     if by facsimile, when received in legible form.

       However, a notice given in accordance with the above but received on a non-working
       day or after business hours in the place of receipt will only be deemed to be given on
       the next working day in that place.

5.8    The address, telex and facsimile number of the CNB is:

       ČESKÁ NÁRODNÍ BANKA
       Facsimile:     02-2441 2571
       Attention:     Head of Banking Transactions Department

       or such other as CNB may notify to the Bank by not less than five calendar days
       notice.

       The address, telex number and facsimile number of the Bank is:

       Československá obchodní banka, a.s.
       Na Příkopě 14
       Prague 1 – Nové Město




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Unofficial English translation
from Czech original

       Facsimile:      02-6135-7532
       Attention:      Mr. Pavel Kavánek
                       Mr. Petr Knapp

       or such other as the Bank may notify to the CNB by not less than five calendar days
       notice.

5.9    If the performance of certain obligations hereunder requires the approval of the Office
       for the Protection of Economic Competition under Act No. 59/2000 Coll. on Public
       Support, the CNB shall undertake to request the issuance of such approval without
       undue delay after this Agreement is concluded, and perform any necessary acts that
       the CNB might be reasonably required in order for this approval to be issued.

5.10   The Parties have, in accordance with Section 262 of the Commercial Code, agreed
       that this Agreement and all of the rights and obligations arising hereunder or in
       connection with this Agreement shall be governed by the Commercial Code.

5.11   Due to the statutory duty of the CNB to maintain the stability of the Czech banking
       sector, the CNB wishes to compensate CSOB for damages that CSOB may incur by
       taking over the Enterprise and, in this regard, the Parties undertake (i) to construe all
       provisions hereof accordingly and (ii) should there exist any doubts concerning any
       damage incurred in connection with taking over the Enterprise, to enter into
       negotiations to resolve the matter in accordance with the above objective.

IN WITNESS thereof this document has been executed by the Parties on the Execution Date
at ________ hours.

CZECH NATIONAL BANK


_______________________
Name: Oldřich Dědek
Title: Vice Governor of CNB

________________________
Name: Zdeněk Tůma
Title: Vice Governor of CNB

ČESKOSLOVENSKÁ OBCHODNÍ BANKA, a.s.
_______________________
Name: Pavel Kavánek
Title: Chairman of the Board
_______________________
Name: Petr Knapp
Title: Member of the Board


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