On May 17, 2010 the Agreement was concluded between creditors, among others, Ciech S.A. and its controlled companies (Agrochem sp. z o.o. with the registered seat in Człuchów, Agrochem sp. z o.o. with the registered seat in Dobre Miasto, JZS Janikosoda S.A., IZCh Soda Mątwy S.A., Soda Polska Ciech sp. z o.o., ZCh Alwernia S.A., Przedsiębiorstwo Chemiczne Cheman S.A., GZNF Fosfory sp. z o.o., ZCh Organika Sarzyna S.A., Polfa sp. z o.o., Ciech Service sp. z o.o., Vitrosilicon S.A., Transclean sp. z o.o. and ZCh Zachem S.A. – referred hereinafter as “the Company”), syndicate of banks (Bank Polska Kasa Opieki S.A., Bank Handlowy in Warsaw S.A., BRE Bank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., ING Bank Śląski S.A., Bank Millennium S.A. and DNB Nord Polska S.A. – referred hereinafter as “the Banks Organizers”) and BNP Paribas S.A., Department in Poland, Crédit Agricole Corporate and Investment Bank S.A., Department in Poland and Fortis Bank Polska S.A. The Agreement provides for accession of S.C. US Govora – Ciech Chemical Group S.A. – referred hereinafter as "the Company" hereto.
The Agreement between creditors has been concluded as one of many suspensive conditions provided in the Credit Agreement concluded between the Companies and the Banks Organizers on April 26, 2010 referred to in the Report No. 16/2010.
Pursuant to terms of the agreement concluded by creditors, among others:
- The Organizers of the credit, BNP Paribas S.A., Department in Poland, Crédit Agricole Corporate and Investment Bank S.A., Department in Poland and Fortis Bank Polska S.A. were obliged to extend maturity for financing granted to the Companies on grounds of concluded credit agreements for the earlier date from the following ones: (i) on August 24, 2010 or (ii) till the date of credits use purposed for refinancing of current debt, granted on the basis of the Credit Agreement described in the Report No. 16/2010.
- Ciech S.A. and, depending on circumstances, the Companies were obliged among others to extend financing granted by banks as: HSBC Bank Polska S.A., Bank Ochrony Środowiska S.A., Bank BPH S.A., and Kredyt Bank S.A.
- Principles regarding repayment were established for banks participating in the agreement between creditors
- Ciech S.A. and BNP Paribas S.A., Department in Poland, Crédit Agricole Corporate and Investment Bank S.A., Department in Poland, and Fortis Bank Polska S.A. were obliged to make any effort to enter within 5 working days into bilaterally binding credit agreements for the purpose of current debt refinancing.
- The Companies (except for Ciech S.A.) provided guarantee for liabilities of Ciech S.A. on account of bilaterally binding credit agreements that will be entered into on principles similar to guarantees granted by these Companies on grounds of the Credit Agreement described in the Report No. 16/2010.
- The rules were established regarding provision of securities for BNP Paribas S.A., Department in Poland, Crédit Agricole Corporate and Investment Bank S.A., Department in Poland, and Fortis Bank Polska S.A. (provisions regarding the above mentioned securities shall be in principle, the same as provisions regarding securities established on grounds of the Credit Agreement described in the Report No. 16/2010, with reservations for respective provisions concerning order of debt satisfaction from the security).
Criteria of a significant agreement:
The Agreement between creditors meets the criteria of a significant agreement, because the agreement subject value (senior and junior debts) exceeds 10% of the Company’s equity.
The conclusion of the Agreement between creditors constitutes a significant element for debt refinancing of Ciech Group and enables to ensure stabile financing for the Companies until making funds available on account of the Credit Agreement as of April 26, 2010.
Signatures of the Company’s Representatives : Robert Bednarski – Member of the Management Board