Credit Agreement Concluded by Issuer’s Subsidiary

Report number 045/2011

Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information

The Management Board of LC Corp S.A. (the Issuer) hereby reports that today i.e. July 15th 2011, a subsidiary company of the Issuer – Warszawa Przyokopowa Sp. z o.o. with its registered office in Wrocław (hereinafter referred to as the Borrower) in which the Issuer holds 81.66 % of shares -entered into a bank credit agreement (the Agreement) with an entity unrelated to the Issuer i.e. Raiffeisen Bank Polska S.A. of Warsaw (the Bank).

Under provisions of the Agreement, the Bank will grant the Borrower an investment credit of up to EUR 49 million (an equivalent of PLN 197,680,700 as at the agreement conclusion date and according to the respective Polish Central Bank /NBP/ average exchange rate), as a credit intended for a partial financing of an office complex with retail facilities located in Warsaw ul. Grzybowska 85A, and up to PLN 6.6 million as a revolving credit facility intended for financing of the VAT tax on expenses incurred in connection with the project underway.

The interest rate established based on the above-mentioned Agreement is EURIBOR increased by the margin at arm's length.

Repayment of the credit will be made in instalments, of which the last one as the so-called balloon payment will be made by June 15th 2022.

The basic securities of the credit include:

  • Contractual capped mortgage of the highest priority up to EUR 75,957,124.43 (representing 150% of the total amount of the investment credit and the VAT credit – converted into Euro according to the Polish Central Bank /NBP/ average exchange rate published on the day preceding the filing of the Declaration by the Borrower: 4.0291) – mortgaged by the Borrower to the Bank on the right of perpetual usufruct of a land located in Warsaw, ul. Grzybowska 85A with a total area of 12,822 m2, for which a land register No. WA4M/00139030/7 is kept by the District Court for Warsaw-Mokotów in Warsaw, 10th Land and Mortgage Department,
  • Declaration of the Borrower on submitting to execution pursuant to Art. 96 and 97 of the Banking Law, made to the benefit of the Bank,
  • Financial and registered pledges on the claims from bank accounts, together with the power of attorney to manage these accounts,
  • A registered pledge (established by the Borrower's partners) on all shares in Warszawa Przyokopowa Sp. z o.o., with a financial pledge as a temporary security until the registered pledge is entered into the registry of pledges,
  • A bank transfer to secure the rights of the Borrower resulting from all agreements concluded by the Borrower – a support agreement entered into between the Borrower, the Bank and the Issuer, under which the Issuer acting as a guarantor will be obliged, inter alia, to provide the Borrower with necessary means of up to 10% of anticipated costs of the construction (should they be exceeded),
  • An agreement under which receivables of the Borrower's other creditors (the Borrower's partners) are subordinated to the receivables of the Bank resulting from the Agreement.

The Borrower will also be required to enter into agreements safeguarding against foreign exchange risk and interest rate risk (hedging agreements), for a part or the entire credit.

The Agreement is considered an agreement of significant value on the basis of the Issuer's equity criteria.

Legal basis: Art. 5.1.3 of the Directive of the Minister of Finance dated February 19th 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required by the laws of a non-member state (Journal of Laws – Dz.U. No. 33, Item 259).