Colt CZ : Agreement on pledge of receivables from bank accounts

	CONTENTS
Clause		Page
1.	Interpretation	1
2.	Secured Debts	5
3.	Creation of Pledge	6
4.	Restrictions on dealings	7
5.	Perfection, Notification and Further Assurances	7
6.	Security Representations	9
7.	Security Assets	9
8.	When Security becomes enforceable	11
9.	Enforcement of Security	11
10.	Application of Proceeds	12
11.	Subordination of claims of the Security Provider	13
12.	Changes to the Parties	13
13.	Miscellaneous	14
14.	Release and Termination	14
15.	Disapplication of certain provisions of the Civil Code	14
16.	Governing Law	14
17.	Jurisdiction	15
Schedule
1.	Form of Amendment	16
2.	Form of Pledge Notice	19
3.	Form of Transfer Certificate	25
Signatories	27

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THIS AGREEMENT (the Agreement) is made on 7 May 2024

BETWEEN:

1. Colt CZ Group SE, a company with its registered office at náměstí Republiky 2090/3a, Nové Město, 110 00 Prague 1, identification number 291 51 961, registered in the Commercial Register under file number H 962 kept by the Municipal Court in Prague, as pledgor (the Security Provider); and
2. Komerční banka, a.s., a company with its registered office at Na Příkopě 33 building number
   969, 114 07 Prague 1, identification number 453 17 054, registered in the Commercial Register under file number B 1360 kept by the Municipal Court in Prague, as pledgee (the Security Agent)

(the Security Provider and the Security Agent collectively the Parties and each of them a Party).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Account Bank means each bank at which the Security Provider maintains a Bank Account. Bank Account means each bank account specified below:

Account Bank,	Bank Account	Account Number	Type of	Currency
registered address,	Agreement:		Account
ID number
Komerční banka,	Agreement	107-5586090287/0100	Current	CZK
a.s., Na Příkopě 33,	on
čp. 969, 114 07	establishment
Praha 1, IČO	and
453 17 054	maintenance
	of a current
	account dated
	5 September
	2013
Komerční banka,	Agreement	115-9588840297/0100	Current	EUR
a.s., Na Příkopě 33,	on
čp. 969, 114 07	establishment
Praha 1, IČO	and
453 17 054	maintenance
	of a current
	account dated
	18 December
	2019

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	Komerční banka,	Agreement	115-6748170277/0100	Current	USD
	a.s., Na Příkopě 33,	on
	čp. 969, 114 07	establishment
	Praha 1, IČO	and
	453 17 054	maintenance
		of a current
		account dated
		10 January
		2019
	Komerční banka,	Agreement	131-170990297/0100	Current	CHF
	a.s., Na Příkopě 33,	on
	čp. 969, 114 07	establishment
	Praha 1, IČO	and
	453 17 054	maintenance
		of a current
		account dated
		3 July 2023
	Česká spořitelna,	Account	500087552/0800	Current	CZK
	a.s., Olbrachtova	agreement
	1929/62, 140 00	dated
	Praha 4, IČO	18 September
	452 44 782	2020
	Česká spořitelna,	Account	11697712/0800	Current	EUR
	a.s., Olbrachtova	agreement
	1929/62, 140 00	dated
	Praha 4, IČO	15 January
	452 44 782	2024
	Česká spořitelna,	Account	8096692/0800	Current	USD
	a.s., Olbrachtova	agreement
	1929/62, 140 00	dated
	Praha 4, IČO	9 January
	452 44 782	2019
	COMMERZBANK	Confirmation	6218-10665882/6200	Current	CZK
	Aktiengesellschaft	of	account
	acting through its	establishment
	branch	dated
	COMMERZBANK	22 February
	Aktiengesellschaft,	2022
	pobočka Praha,
	Jugoslávská 934/1,
	120 00 Praha 2,
	IČO: 476 10 921
	COMMERZBANK	Confirmation	10665882/6200	Current	EUR
	Aktiengesellschaft	of	account
	acting through its	establishment
	branch	dated
	COMMERZBANK
0018136-0000117 EUO1: 2011395988.1		2

Aktiengesellschaft,	22 February
pobočka Praha,	2022
Jugoslávská 934/1,
120 00 Praha 2,
IČO: 476 10 921
COMMERZBANK	Confirmation	107-10665882/6200	Current	USD
Aktiengesellschaft	of	account
acting through its	establishment
branch	dated
COMMERZBANK	22 February
Aktiengesellschaft,	2022
pobočka Praha,
Jugoslávská 934/1,
120 00 Praha 2,
IČO: 476 10 921
UniCredit Bank	Current	1387942549/2700	Current	CZK
Czech Republic	account
and Slovakia, a.s.,	agreement
Želetavská 1525/1,	dated
140 92 Praha 4,	21 September
IČO: 649 48 242	2021
UniCredit Bank	Current	1388098255/2700	Current	EUR
Czech Republic	account
and Slovakia, a.s.,	agreement
Želetavská 1525/1,	dated	4 April
140 92 Praha 4,	2024
IČO: 649 48 242
UniCredit Bank	Current	1388098263/2700	Current	USD
Czech Republic	account
and Slovakia, a.s.,	agreement
Želetavská 1525/1,	dated	4 April
140 92 Praha 4,	2024
IČO: 649 48 242

Bank Account Agreement means each agreement between an Account Bank and the Security Provider on the basis of which a Bank Account is maintained.

Credit Agreement means the EUR484,814,084.45 credit facilities agreement dated 7 May 2024 between, among others, Colt CZ Group SE as parent, the Security Provider as original borrower and original guarantor and the Security Agent as original lender, mandated lead arranger, facility agent and security agent.

Enforceability Notice means a notice from the Security Agent to the Account Bank, substantially in the form attached as schedule 1 to the Pledge Notice.

Enforcement Notice means a notice from the Security Agent to the Account Bank, substantially in the form attached as schedule 2 to the Pledge Notice.

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Pledge Notice means a notice from the Security Agent and the Security Provider to an Account Bank, substantially in the form of Schedule 2 (Form of Pledge Notice).

Secured Debts means each debt specified in Clause 2 (Secured Debts) below.

Security Assets means each present and future monetary receivable of the Security Provider from each Account Bank arising under or in connection with each Bank Account Agreement, including each receivable for:

1. the payment of any amount standing to the credit of a Bank Account from time to time;
2. the payment of any amount (including a receivable which results from unjust enrichment) if a Bank Account Agreement is void, non-existent (in Czech zdánlivý), ineffective or unenforceable, cancelled, rescinded or terminated in any other way; and
3. the payment of any amount on the basis of a contractual penalty or breach of contractual or statutory obligations by an Account Bank,

including their accessions (in Czech příslušenství).

Security Period means the period beginning on the date of this Agreement and ending on the earliest of:

1. the date on which all the Secured Debts have been unconditionally and irrevocably paid and discharged in full and the Finance Parties are under no further obligation (whether existing or contingent) to provide any Loan or any other utilisation (including bank guarantee, letter of credit or overdraft loan) to the Borrowers or payment to a beneficiary under any bank guarantee or letter of credit issued under Finance Documents;
2. the date on which the Security Agent has unilaterally waived in writing its right to the Security; or
3. the date on which the Security otherwise terminated with the Security Agent's written consent.

1.2 Construction

1. Capitalised terms defined in the Credit Agreement have the same meaning in this Agreement, unless expressly defined in this Agreement.
2. The principles of construction set out in the Credit Agreement will have effect as if set out in this Agreement.
3. (i) The term the Security or this Security means any security created under this Agreement;
4. 1. the term dispose of amounts standing to the credit of a Bank Account includes any dealing with those amounts, including giving payment instructions for payments to third parties, to other bank accounts or to the Security Provider, and any withdrawal of an amount from a Bank Account; and
   2. this Security does not constitute financial security under Section 8(2) of the Act No. 408/2010 Coll., on financial collateral arrangements, as amended.

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1. When a provision of this Agreement applies to:
2. 1. the Security Assets, the provision applies to each receivable forming the Security Assets; or
   2. the pledge created under this Agreement, the provision applies to each pledge created under this Agreement.
3. Any obligation of the Security Provider under this Agreement remains in force during the Security Period.

2. SECURED DEBTS

1. The pledge created under this Agreement secures all monetary debts of each Obligor to the Security Agent that have arisen under, or in connection with, the Finance Documents and that exist on the date of this Agreement.

1. The pledge created under this Agreement further secures, up to an aggregate amount not exceeding EUR1,262,500,000 at any time, all monetary debts of each Obligor to the Security Agent that will arise under, or in connection with, the Finance Documents in the future at any time up to and including 7 May 2039, and that are of the following type:
2. 1. the principal of any loan (in Czech úvěr) or simple loan (in Czech zápůjčka);
   2. debts arising in connection with an issued financial or bank guarantee or letter of credit, including debts arising due to a payment being made under that guarantee or letter of credit;
   3. interest or default interest;
   4. debts resulting from derivative transactions, including debts from closing out those transactions;
   5. debts under a guarantee or financial guarantee;
   6. debts resulting from an indemnity or another arrangement with a similar effect;
   7. commitment fee, arrangement fee, agent fee or other fee;
   8. costs or expenses incurred in connection with the protection, preservation or enforcement of rights or security;
   9. damages including loss of profit and other than proprietary harm;
   10. debts resulting from unjust enrichment;
   11. contractual penalty;
   12. debts arising due to a party rescinding an agreement (in Czech odstoupení) or the invalidity, non-existence (in Czech zdánlivost), ineffectiveness, illegality or unenforceability of an agreement or other legal act; or
   13. credit card debts.

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3. CREATION OF PLEDGE

1. Pledge

1. Under Section 1309 et seq. of the Civil Code, for the purposes of securing the Secured Debts, the Security Provider pledges the Security Assets to the Security Agent.
2. The Security Agent accepts the pledge created under this Agreement.

1. General
   This Security is:
2. 1. continuing security for the payment, discharge and performance of the Secured Debts and will extend to the ultimate balance of all sums due as the Secured Debts regardless of any intermediate payment or discharge in whole or in part; and
   2. in addition to, and is not in any way prejudiced by, any other security now or subsequently held by any Finance Party.
3. Opening of new bank accounts in the future

1. The Security Provider may not, without the prior consent of the Security Agent:
2. 1. open an additional bank account with another bank or financial institution;
   2. enter into a new bank account agreement with an existing Account Bank; or
   3. change the Account Bank to another bank or financial institution.
3. Unless otherwise agreed in the Credit Agreement, no later than 15 Business Days after the Security Provider has opened a new bank account, the Security Provider must, at its own cost, send to the Security Agent a proposed amendment to this Agreement, substantially in the form of Schedule 1 (Form of Amendment).
4. The amendment under paragraph (b) above must be signed by the Security Provider's authorised signatories and must, for the purposes of creating a pledge over the new receivables, list all new bank accounts of the Security Provider (the New Bank Accounts), including specification of the relevant agreements on the basis of which the New Bank Accounts are maintained (the New Bank Account Agreements).
5. The amendment under paragraph (b) above is entered into and takes effect when signed by the Security Agent.
6. By execution of the amendment under paragraph (b) above, each present and future monetary receivable of the Security Provider arising under or in connection with any New Bank Account Agreement from the relevant bank or financial institution administering the New Bank Account (the New Account Bank), including any receivable for:
7. 1. the payment of any amount standing to the credit of a New Bank Account from time to time;
   2. the payment of any amount (including a receivable which results from unjust enrichment) if a New Bank Account Agreement is void, non-existent (in Czech

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zdánlivý), ineffective or unenforceable, cancelled, rescinded or terminated in any other way; and

1. the payment of any amount on the basis of a contractual penalty or breach of contractual or statutory obligations by a New Account Bank,

including their accessions (in Czech příslušenství) (the New Receivable), becomes part of the Security Assets and any provisions of this Agreement relating to:

1. the Security Assets apply to each New Receivable;
2. the Bank Account Agreement apply to each New Bank Account Agreement; and
3. the Account Bank apply to each New Account Bank.

4. RESTRICTIONS ON DEALINGS

1. Restrictions on dealings with the Security Assets

1. Except as expressly allowed, in each case, under the Credit Agreement or this Agreement, the Security Provider may not, without the prior written consent of the Security Agent:
2. 1. create or permit to subsist any other pledge of the Security Assets;
   2. create or permit to subsist any other encumbrance on the Security Assets;
   3. attach (in Czech připojit) the Security Assets to any collective business asset (in Czech věc hromadná) that is encumbered by a security interest created earlier than the Security Agent's pledge of the Security Assets;
   4. waive any right or debt from any Bank Account Agreement; or
   5. perform any act which:
   6. 1. may result in a reduction in the value of the Security Assets; or
      2. may adversely affect any right of the Security Agent under this Agreement.
3. The restrictions under paragraph (a) above are agreed for the benefit of the Security Agent and restriction under paragraph (a)(i) above is, in addition, agreed with right-in-rem effects.

1. Term and purpose of restrictions on dealings
   The restrictions under Clause 4.1 (Restrictions on dealings with the Security Assets) above are agreed for the Security Period in order to strengthen the position of the Security Agent as a secured creditor.

5. PERFECTION, NOTIFICATION AND FURTHER ASSURANCES

5.1 Perfection of the pledge and negative pledge

The pledge created under this Agreement is perfected by this Agreement coming into effect and the negative pledge of the Security Assets created under this Agreement (to the extent it is purported to be created as a right in rem) is perfected by registration in the Pledge Register.

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1. Registration in the Pledge Register

1. The Security Provider must, at its own cost ensure that, without undue delay following the execution of this Agreement (or, in relation to the New Bank Account Agreements, of an amendment under Clause 3.3 (Opening of new bank accounts in the future)), each negative pledge created under this Agreement is registered in the Pledge Register in the form satisfactory to the Security Agent.
2. For the purposes of paragraph (a) above, the Security Agent authorises the Security Provider to do any act necessary or desirable in connection with the registration proceedings.

1. Evidencing the perfection of the negative pledge
   The Security Provider must deliver to the Security Agent evidence of the registration of the negative pledge in the Pledge Register, or a copy of the entry in the Pledge Register evidencing the registration, within two Business Days after the date of this Agreement (or, in relation to the New Bank Account Agreements, of an amendment under Clause 3.3 (Opening of new bank accounts in the future)).
2. Notification of the pledge The Security Provider:
3. 1. must, at its own cost and as soon as practicable, but no later than five Business Days after the date of this Agreement (or, in relation to the New Bank Account Agreements, of an amendment under Clause 3.3 (Opening of new bank accounts in the future)), send the Pledge Notice to each Account Bank (except for the Security Agent); and
   2. undertakes that each Account Bank (except for the Security Agent) will acknowledge the Pledge Notice, by delivering to the Security Agent an acknowledgement substantially in the form of schedule 3 to the Pledge Notice, within ten Business Days after the date of this Agreement (or, in relation to the New Bank Account Agreements, of an amendment under Clause 3.3 (Opening of new bank accounts in the future)).
4. Further assurances

1. The Security Provider must, at its own cost and without undue delay (and in any event within any applicable time limit) perform whatever act the Security Agent may require for:
2. 1. perfecting and protecting any security intended to be created under this Agreement;
   2. facilitating the enforcement of this Security or the exercise of any right, power or discretion exercisable by the Security Agent in respect of any Security Asset; and
   3. facilitating the assignment or transfer of any rights or obligations of the Security Agent under this Agreement.

This includes the execution of any transfer or assignment, whether to the Security Agent or its nominee, or any amendment to this Agreement which the Security Agent may think expedient.

1. The Security Provider must promptly notify the Security Agent in writing of any circumstance that may endanger the existence or enforceability of the Security or of any rights under this Agreement.

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