The Management Board of Grupa LOTOS S.A. hereby reports that today Grupa LOTOS S.A. and the following institutions: Banco Bilbao Vizcaya Argentaria, S.A.; Banco Bilbao Vizcaya Argentaria S.A., London Branch; Banco Bilbao Vizcaya Argentaria S.A., Milan Branch; Bank Polska Kasa Opieki S.A.; Bank Zachodni WBK S.A.; Bank of Tokyo-Mitsubishi UFJ (Holland) N.V.; BNP Paribas S.A.; Caja de Ahorros y Monte de Piedad de Madrid; Caja de Ahorros y Monte de Piedad de Madrid, Zweigniederlassung Wien; Calyon; DnB Nor Bank ASA; Fortis Bank S.A./N.V.;Fortis Bank S.A./N.V., - Succursale in Italia; ING Bank N.V. / ING Bank Śląski S.A.; KBC Bank N.V., Dublin Branch / Kredyt Bank S.A; Nordea Bank Finland Plc; Nordea Bank Polska S.A. / Nordea Bank AB (Publ); Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Rabobank Polska S.A. / Bank Gospodarki Żywnościowej S.A.; SACE S.p.A. - Servizi Assicurativi del Commercio Estero; “Societe Generale” S.A. Oddział w Polsce; Société Générale S.A.; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of Tokyo-Mitsubishi UFJ, Ltd. and The Royal Bank of Scotland Plc executed a loan agreement to finance the implementation of the 10+ Programme and the working capital of Grupa LOTOS S.A. Bank Calyon has been nominated as the facility agent, while the bank “Societe Generale” S.A. Oddział w Polsce has been nominated as the security agent. Concurrently, under the above loan agreement Grupa LOTOS S.A. executed a sub-agreement in relation to the credit facility tranche guaranteed by SACE S.p.A. – Servizi Assicuarativi del Commercio Estero, the parties to which are: BNP Paribas S.A., Fortis Bank S.A./N.V., - Succursale in Italia, Banco Bilbao Vizcaya Argentaria S.A., Milan and SACE S.p.A. - Servizi Assicurativi del Commercio Estero. Execution of the loan agreement is one of the fundamental elements of the financing strategy for the operations Grupa LOTOS S.A. in the forthcoming years and together with the loan agreement for the refinancing and financing of the inventory of Grupa LOTOS S.A. dated 20 December 2007 (Current Report No. 55/2007), it fully secures the financing of the implementation of the 10+ Programme. The subject of the agreement is a long-term loan of the aggregate amount of USD 1,750,000,000 (PLN 3,739,050,000, converted in accordance at the average exchange rates quoted by the National Bank of Poland as of June 27th 2008), comprising an investment loan of USD 975,000,000 (PLN 2,083,185,000, converted in accordance at the average exchange rates quoted by the National Bank of Poland as of June 27th 2008), a working capital loan of USD 200,000,000 (PLN 427,320,000, converted in accordance at the average exchange rates quoted by the National Bank of Poland as of June 27th 2008), investment loan guaranteed by SACE S.p.A. - Servizi Assicurativi del Commercio Estero in the amount of USD 425,000,000 (PLN 908,055,000, converted in accordance at the average exchange rates quoted by the National Bank of Poland as of June 27th 2008) and a contingent loan in the amount of USD 150,000,000 (PLN 320,490,000, converted in accordance at the average exchange rates quoted by the National Bank of Poland as of June 27th 2008). The final repayment date of the facility must occur no later than twelve and a half years from the first interest payment date. The other terms and conditions of the loan agreement, including those related to security, do not differ from the standard terms and conditions for agreements of such type. The loan is primarily secured by: 1) a highest ranking mortgage on the ownership title and/or perpetual usufruct right of Grupa LOTOS S.A. to the real properties necessary for conducting operations of the existing and to be expanded Gdańsk refinery; 2) an agreement establishing a registered pledge over sets of movables, both existing and future movables acquired during the period of implementation of the 10+ Programme, owned by Grupa LOTOS S.A. and forming a part of or being closely related with the Gdańsk refinery or being financed under the above loan facility, used in the production process, storage and distribution of petroleum products and crude oil, together with the infrastructure and the auxiliary devices necessary for their operations, and in particular over the movables comprising the basic production installations, auxiliary production installations, devices used to blend products, loading devices, transport pipelines, storage tanks, CHP plants, wastewater treatment plants, water intakes, as well as water, electricity, process steam and compressed air systems; 3) an agreement establishing financial and registered pledges over claims of Grupa LOTOS S.A. under bank account agreements entered into in connection with the financing of the 10+ Programme; this agreement does not cover the claims under other bank account agreements of Grupa LOTOS S.A.; and 4) agreements for the assignment of the rights and claims to which Grupa LOTOS S.A. is entitled, in reference to agreements governing the implementation of the 10+ Programme, the agreements for the management of the 10+ Programme, hedging agreements, license agreements, insurance documents (related to the Gdańsk refinery and the 10+ Programme) as well as these of the sales contracts concluded by Grupa LOTOS S.A. with its subsidiaries, where the contract’s annual value exceeds PLN 10,000,000. The documents establishing the security in favour of the bank “Societe Generale” S.A. Oddział w Warszawie (the security agent) have been executed concurrently with the loan agreement. The loan agreement is considered a significant agreement as its estimated value represents more than 10% of the equity of Grupa LOTOS S.A. There are no connections between Grupa LOTOS S.A. and/or its management staff on one side and the banks and/or the banks’ management staff for the benefit of which the security is to be established. The assets which are subject to the above pledges and the mortgage have been considered as assets of significant value as their value exceeds 10% of the equity of Grupa LOTOS S.A. The value of assets of Grupa LOTOS S.A., to be encumbered under the above pledges and the mortgage shall not exceed the book value amount of PLN 2,195,551,210.92 as of 31 May 2008 and the maximum security amount under the above pledges and mortgage is equal to USD 2,625,000,000 (PLN 5,608,575,000, converted in accordance at the average exchange rates quoted by the National Bank of Poland as of June 27th 2008). Grupa LOTOS S.A. informs about the above securities, as the value of the pledges and the mortgage on the above assets exceed the equivalent of EUR 1.000.000. The legal basis for publication of this report is § 5 Section 1 Item 3 and § 5 Section 1 Item 1 of the Minister of Finance’s Regulation dated 19 October 2005, on current and periodic information to be published by the issuers of securities.
Execution of the loan agreement between Grupa LOTOS S.A. and a group of financial institution and the execution of security agreements related to the loan agreement
Report no. 96/20052008-06-27