MTA » Topics » Deutsche Telekom International Finance B.V.

This excerpt taken from the MTA 20-F filed May 11, 2005.

Deutsche Telekom International Finance B.V.

 

 

No. 1 Payment prerequisites

 

The LENDER is not obliged to pay the loan (nor partial amounts thereof, if stipulated in this Agreement) if the BORROWER

 

1.      infringes obligations under this Agreement.

 

2.      gives information which contains substantial inaccuracies before the conclusion or during the implementation of this Agreement.

 

3.      has not provided sufficient details on the financing requirements or the financing limit before the call for each individual partial amount on the basis of the following documents:

 

the current version of the budget, business plans as well as the liquidity status which have been approved by the BORROWER’s Supervisory Board.

 

 

No. 2 Loan repayment

 

1.      A premature repayment shall only be possible after obtaining the LENDER’s prior written approval.

 

2.      Repaid amounts shall not be available for renewed disbursement.

 

 

No. 3 Payments

 

1.      As a general principle, the payments effected by the BORROWER shall be transferred free of charge in the respective currency of the contract to the LENDER’s account stated in writing. The LENDER may state a different bank account by giving written notification thereof at any time.

 

2.      If a payment date is not a bank workday, the payment shall be effected on the next bank workday. A “bank workday” within the meaning of this Agreement is the day on which the business premises of the bank, which the BORROWER was notified of in writing by the LENDER for payments under this Agreement, are open.

 

 

No. 4 Default

 

1.      If redemption amounts are not credited to the LENDER’s account on the due date or the full amount thereof is not paid, the LENDER shall be entitled to demand interest on the outstanding amounts, which shall amount to the market rates applicable between banks on the first day of default, in addition to an interest surcharge as of the payment due date under this Agreement until and including the date on which payment is effected.

 

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2.      If the BORROWER should default with other payments, he shall pay to the LENDER lump-sum damages for the outstanding amount according to No. 4, item 1, as of the payment due date under this Agreement until and including the date on which payment is effected.

 

No. 5 Interest period

 

The interest period shall commence on the date (value date) on which the loan is debited to the LENDER’s account.

 

No. 6 Offsetting, right of retention

 

The BORROWER is not entitled to offset counterclaims from claims under this Agreement, or to assert a right of retention.

 

 

No. 7 Termination

 

The LENDER is entitled to terminate this Loan Agreement without observing a notice period and to immediately call the loan including the accrued interest and any other amounts owed as due for payment if there is a good cause for such action.

 

Good cause is particularly if the BORROWER

 

a)     provides information before the conclusion or during the implementation of this Agreement which contains substantial inaccuracies.

 

b)    falls into arrears with payments agreed under contracts or otherwise with the LENDER for longer than one month.

 

c)     and if Deutsche Telekom AG does not hold, directly or indirectly, a greater interest than 50 % in the BORROWER.

 

 

No. 8 Taking-over of the agreement, assignment

 

The LENDER is entitled to assign the contractual relationship to a third party in such a manner that this party takes over the Loan Agreement in lieu of the LENDER. The loan relationship shall pass to the third party with all the rights and duties under this Agreement. The approval of the BORROWER is not required for such action.

The claims of the BORROWER under this Agreement are not transferable nor chargeable.

 

 

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