Letter of Comfort

DRAFT SPECIMEN
To : Budapest Bank Zrt.
H-1138 Budapest
Váci út 193.
Hungary
Date:
Dear Sirs,

1. We, the undersigned ___, (registered office: __; company registration No: __) understand that Budapest Bank Zrt. (registered
office 1138 Budapest, Váci út 193.; company registration No: Metropolitan Court as Court of Registration 01-10-041037)
(hereinafter referred to as the “Bank”) is prepared to conclude a Master Facility Agreement (hereinafter referred to as the
"Agreement") with ______________ (registered office:__________, _____ H-____, Hungary; company registration No: __)
(hereinafter referred to as the “Borrower”) and to grant bank guarantees and credit facilities under the Agreement in the amount not
exceeding HUF ________,- (that is __________). In consideration of the above-mentioned facts we give in favour of you (or your
legal successors and assignees) this instrument and hereby irrevocably declare and confirm the followings: 1

1. We, the undersigned ___, (registered office: __; company registration No: __) understand that Budapest Bank Zrt. (registered
office 1138 Budapest, Váci út 193.; company registration No: Metropolitan Court as Court of Registration 01-10-041037)
(hereinafter referred to as the “Bank”) is prepared to conclude a Credit Facility / Loan Agreement /____ Agreement2 (hereinafter
referred to as the "Agreement") with ______________ (registered office:__________, _____ H-____, Hungary; company
registration No: __) (hereinafter referred to as the “Borrower”) and to grant a loan / _____3 under the Agreement in the amount not
exceeding HUF ________,- (that is __________). In consideration of the above-mentioned facts we give in favour of you (or your
legal successors and assignees) this instrument and hereby irrevocably declare and confirm the followings: 4

2. We know and approve the major conditions of Agreement and are aware of the fact that the bank guarantees and credit facilities
under the Agreement has been granted because we exclusively own and control directly the Borrower and in reliance upon our
support of the Borrower, as confirmed below.

3. We confirm that until all the obligations, whether present or future, actual or contingent, of the Borrower, under the Agreement
have been properly and fully discharged, we will not at any time make, initiate or authorise any change in the structure of the
ownership of the quota of the Borrower. The present guarantee shall be independent from any changes in the ownership structure
of Borrower. / However, during the life of the Agreement if we plan to dispose of a portion or portions of our ownership quota in the
Borrower sufficient to cause our beneficial interest to fall below ___%, the Bank shall have the right to require us to use our best
efforts to cause all outstanding principal and accrued interests to be repaid to the Bank prior to such disposal.5

4. We also confirm that in voting on any resolution at the members’/shareholders’ meeting approving the payment of a dividend or
other distribution of income by the Borrower, we will at all times do so in such manner that the payment of such dividend or
distribution of income does not jeopardise the Borrower’s ability to meet all its liabilities to you under the above arrangements. We
confirm that we will not change this policy until all the obligations of the Borrower under the Agreement have been properly and fully
discharged.

5. We hereby declare that the Borrower is of solid financial standing, its business activity is characterised by carefulness and
conservative manner. We also confirm that we will notify you as soon as possible should we become aware of any circumstances
under which the Borrower is likely to become unable to properly and fully discharge any of its obligations under the Agreement.

6. We ensure that the Borrower will be able to perform any of its obligations under the Agreement through the supervision of its
financial standing and its management, we also ensure that we work closely with the Borrower in all major aspects of its business
including financial planning. Therefore, we use our best endeavours to cause the Borrower to have appropriate provisions to fulfil
its financial obligations to you under the Agreement. 6

7. This Letter of Comfort and all rights and obligations arising from that shall be interpreted according to its merit and governed by
Hungarian law.

8. All disputes arising from or in connection with this Letter of Comfort, which the parties are unable to settle amicably, shall be
resolved by the Central District Court of Pest or by the Metropolitan Court of Budapest depending on the aggregate value of any
potential litigation.

Yours faithfully,

Signature(s) of the authorised representative(s) of

Name: Name:
Title: Title:

1
Ez a rendelkezés abban az esetben alkalmazandó, ha a komfort levélben az MFA-ra (Master Facility Agreement-re), mint
alapügyletre történik utalás.
2
Az alapügyletet képező szerződés elnevezése beírandó!
3?
Az alapügyletet képező szerződés alapján nyújtott szolgáltatás (pl.: kölcsön, bankarancia, stb.) típusa, fajtája beírandó!
4
Ez a rendelkezés abban az esetben alkalmazandó, ha a komfort levélben hitelszerződésre, kölcsönszerződésre vagy egyéb
megállapodásra, mint alapügyletre történik utalás.
5
Alternatív rendelkezések.
6
Alternatív rendelkezés.
1
On this ____, 200_ before me personally appeared Mr/Ms/Mrs _________, who acknowledged and proved himself/herself to be a
______ of __ (hereinafter: the Company), and that he, as such ___, being authorised so to do, executed the foregoing instrument
for the purposes therein contained, by signing the name of the Company by himself as ____.

IN WHITNESS TEHEREOF, I hereunto set my hand and official seal:

___________
Notary Public

Date: __________________