EXHIBIT 10.2
MASTER CREDIT AGREEMENT
UBS CORPORATE FINANCING
1. BORROWER
MGI Luxury Group S.A:
Xxxxxxxxxx 00
0000 Xxxx
(hereinafter referred to as the 'Borrower')
2. LENDER
UBS AG
Xxxxxxxxxx 0
0000 Xxxx
(hereinafter referred to as 'UBS')
3. CREDIT FACILITY
UBS grants the Borrower a credit facility in a MAXIMUM XXXXXX XX 0 000 000 XXX
(Xxxxx Xxxxxx eight million).
4. FINANCING PURPOSE
To finance operating assets.
5. AVAILABILITY
Subject to the terms and conditions of this Credit Agreement, this credit
facility is available in the following forms:
- as a current account overdraft in CHF and/or any freely-available and
convertible currency.
- as UBS fixed advances with terms of 1 - 12 months in an amount of at least
500 000 CHF and/or the equivalent in any freely-available and convertible
currency.
- for issuing of guarantees in a form acceptable to UBS for a period of up
to one year.
- for opening of documentary credits in a form acceptable to UBS for a
period of up to one year.
6. INTEREST RATES AND COMMISSION
6.1 UBS CURRENT ACCOUNTS
The interest rate currently applicable for use with CHF is 4.5% p.a.
No loan commission is charged.
At the end of each calendar quarter, a closing statement showing interest shall
be provided. UBS shall have the right to adjust interest rates to changing
market conditions at any time with immediate effect.
Interest rates and commission are subject to a separate Pooling Agreement dated
21st February 2002.
75165 E VS 03.3 530580320 Page 1/5
6.2 UBS FIXED ADVANCES
For any advance with a term of up to and including 6 months, principal and
interest shall be calculated and charged as a single payment at maturity.
For any advance with a term of more than 6 months, interest shall be calculated
and charged quarterly at the end of each calendar quarter. Principal and
interest shall be calculated and charged at maturity.
The base interest rate shall be calculated according to Euromarket rates for the
relevant term and currency plus a UBS margin.
The interest rate shall be fixed two bank working days prior to.any advance
being drawn down or renewed, for the corresponding term and currency. The
instructions for drawdown or renewal must be received by UBS at least two bank
working days before such drawdown or renewal. Where such instructions are
unavailable, advances falling due will not be renewed and both principal and
interest will be debited from the relevant current account.
6.3 GUARANTEES/DOCUMENTARY CREDITS
Commission and fees shall be fixed by UBS on a case-by-case basis, and shall
depend on the nature, size, term and complexity of the transaction.
6.4 INTEREST CALCULATION
Interest shall be calculated on a 365/360 basis, i.e. the actual number of days
per month divided by a 360-day year.
7. TERM
Until further notice.
8. TERMINATION
8.1 ORDINARY TERMINATION
The Borrower shall have the right to terminate this Credit Agreement at any time
with immediate effect.
UBS shall have the right to terminate this Credit Agreement at any time with
immediate effect, and to refuse to make funds available to the Borrower under
the credit facility at its discretion, without having to provide any reasons.
Any termination shall cancel the unused portion of the credit facility with
immediate effect. To the extent that the credit facility has been drawn down,
any outstanding amounts shall become due and payable as follows:
- UBS CURRENT ACCOUNT
immediately
- UBS FIXED ADVANCE
on expiration of the agreed term
Any guarantees and documentary credits issued by UBS shall remain in effect with
no changes until their expiration in accordance with the terms and conditions
applicable on a case-by-case basis, and the Borrower shall remain fully liable.
8.2 EXTRAORDINARY TERMINATION
The Borrower shall have the right to terminate this Credit Agreement at any time
by giving 30 calendar days prior notice, and to repay any outstanding amounts in
whole or in part. In the event that any prepayment is made during a fixed
interest period or on a day other than the date originally agreed for repayment,
an indemnity for prepayment shall be payable-pursuant to <> on the actual date that the prepayment is made.
UBS shall have the right to terminate this Credit Agreement at any time with
immediate effect, and to declare all outstanding amounts including accrued
interest, commission, fees, etc, immediately due and payable, irrespective of
the term of any credit facility granted, if:
1) the Borrower or a Group company (<> of UBS shall form an integral part of this Credit
Agreement.
15. TRANSFER
UBS shall have the right to offer for transfer, or to transfer, in whole or in
part, its rights under this Credit Agreement, including any security provided in
respect of the credit facility, such as mortgage notes and any other security,
to any third parties in Switzerland or abroad. UBS may at any time provide all
third parties, including rating agencies, which may be parties to such transfer,
with access to all information and data relevant to the transfer, and shall be
exempted in this regard from the statutory obligation to maintain banking
secrecy. Insofar as third parties are not subject to Swiss legislation on
banking secrecy, information and data shall only be disclosed if the said
parties undertake to maintain secrecy and, in turn, ensure that this obligation
is binding upon any further contracting parties.
All assignees shall be entitled to reassign the rights acquired, provided that
each subsequent assignee also undertakes to maintain secrecy. UBS (and any party
acquiring rights as a result of any transfer made in accordance with this
Clause) may, without having to obtain consent from the Borrower, assign any
limit obligation agreed under this Credit Agreement, and/or any other
obligations arising hereunder, to the assignee in respect thereof, together with
any claims under the credit granted. Any party acquiring such obligations must
either be a company affiliated with UBS, or a Swiss or foreign financial
institution (bank, insurance company, or similar). UBS shall be released from
any obligation to the extent that it transfers save.
16. WAIVER OF SET-OFF
The Borrower waives its right to offset its obligations against any claims it
may have against UBS and/or any party acquiring rights under this Credit
Agreement, even if such claim by way of set-off against UBS, or any party
acquiring rights hereunder, may not be recoverable as a result of insolvency or
over-indebtedness.
17. APPLICABLE LAW AND JURISDICTION
This Credit Agreement shall be exclusively governed by and construed in
accordance with SWISS LAW. The place of performance, the place of debt
collection (only for persons domiciled outside of Switzerland) and the EXCLUSIVE
PLACE OF JURISDICTION for all disputes arising out of and in connection with
this Agreement shall be BERN. UBS shall, however, be entitled to commence legal
action against the Borrower before the competent authority at the place of its
registered office, or before any other competent authority, in which event Swiss
law shall continue to apply exclusively.
This Agreement was executed in two original copies.
Ref. P42M-SVM UBS AG
Bern, 17th August 2004 /s/ Xxxxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx-Zaringer
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Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx-Zaringer
AGREED
BORROWER MGI LUXURY GROUP S.A
/s/ Biel, August 20, 2004 /s/ X. XXXXX /s/ E. KURTOLLU
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Signatures(s)
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