Report no 8 - Conclusion of a contract pertaining to the A4 Project

The Management Board of Stalexport Autostrady S.A. wishes to inform the public that on 08 June 2011 the following parties: 

• Stalexport Autostrady (hereinafter referred to as: “the Company”, “the Issuer”);
• Stalexport Autostrada Małopolska S.A. (hereinafter referred to as: „SAM”, „SPV”);
• Stalexport Autoroute S.a.R.L. (hereinafter referred to as: „HoldCo”); and
• WestLB AG (London Branch Office), Polski Bank Przedsiębiorczości S.A., DEPFA Bank Plc, KfW IPEX-Bank GmbH and Bank Polska Kasa Opieki S.A. (hereinafter referred to as: „Financing Banks”);

entered into the Consent and Waiver Letter related to the settlement of Phase I Cost Refund (reported by the Issuer in the current report no 55/2005 – concerning the outlays incurred by the Company for adapting the concession motorway section to toll collection) and related to the right of the Issuer – in accordance with the Concession Agreement - to increase the share capital in SPV. An increase in share capital of SAM requires the prior consent of the Financing Banks according to the standard provisions foreseen by the signed Loan Agreement (the Issuer informed about it in the current report no 58/2005) and also in connection with the existing structure of collaterals under for the granted loan (share pledges).

During the period on established pledges (Bankruptcy and Restructuring law (§128, §127 item 3 and §130), the Issuer in order to obtain the Financing Banks’ consent to acquire new shares to be issued – committed itself to follow certain procedures. In accordance with the concluded Agreement, the Issuer is free to perform actions associated with the Company's statutory activities, including participation in new motorway projects. The transactions of significant value, which exceeds cumulative threshold will be subject to the procedure of obtaining the Financing Banks consent.

In accordance with the Consent and Waiver Letter, the formal consent of Financing Banks to increase share capital of SAM requires (as conditions precedent) that:

• The authorized bodies of the Issuer, SAM and Holdco pass effectively the appropriate resolutions.
• Autostrade per l’Italia S.p.A. submit a letter of intent.
• SAM pay bank commissions specified in the Consent and Waiver Letter.

Within 6 months after the conclusion of the Consent and Waiver Letter, the Issuer and SAM take actions resulting in (conditions subsequent):

• Share capital be increased in SPV by the Issuer;
• Setting –off of the mutual receivables between the Issuer and SPV resulting from share capital increase in SAM and Phase I Cost Refund, and prepayment by SAM of the loan in the amount of PLN 40m primarily drawn for payment of the Issuer’s receivable resulting from the said Phase I Cost Refund;
• Increase in share capital of HoldCo by contribution in kind of newly issued shares of SAM;
• Establishing of pledges in favour of Financing Banks on newly issued shares of SAM and HoldCo.
• The value of Issuer’s equity is the criterion for recognition of the Consent and Waiver Letter as a significant agreement.