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					                        1

PRELIMINARY DRAFT VERSION


      LOAN AGREEMENT


           dated [Date]


             between


            ///////////////////////,
    ////////////////Germany ("Lender")


                     and
           BORROWER
 Rio de Janeiro/Brazil ("Borrower")


        for USD 5,440,000


        Loan No.: (Loan #)




                 Contents
                                         2

Preamble
Article 1    Amount and Purpose
Article 2    Disbursement
Article 3    Fees
Article 4    Interest
Article 5    Repayment and Prepayment
Article 6    Computation and Payments in General
Article 7    Taxes and Expenses, Indemnity
Article 8    Guarantee of the Federal Republic of Germany
Article 9    Security
Article 10   Negative Pledge and Pari Passu
Article 11   Undertakings
Article 12   Events of Default
Article 13   Conditions Precedent
Article 14   General Legal Provisions
Article 15   Statements and Notices


Annexes      Forms of the following documents:


Annex 1      Request for Disbursement
Annex 2      Request for Conversion
Annex 3      Confirmation of Readiness for Operation
Annex 4      Legal Opinion of Borrower’s Legal Adviser
Annex 5      Appointment as Process Agent and Acceptance thereof
Annex 6      Arbitration Agreement
                                           3

                                       Preamble


On [date], the Borrower concluded with Supplier, München/Germany (“Exporter”) a
contract (“Export Contract”) for the supply of telecommunications equipment
("Equipment") and related services for the purpose of the construction of the (Project)
(" Project" ).

The total price of the goods and services to be effected by the Exporter under the
Export Contract and payable in US-Dollar (“Total Price”) is USD6,800,000

The Export Contract provides for the Total Price to be paid as follows:
•    15%           down and interim payments
•    85%           in proportion to the goods and services supplied (“Credit
                   Element”).

The loan to be granted by Lender shall enable the Borrower to pay the amounts
representing the Credit Element to the Exporter pro rata deliveries effected and
services rendered.
                                                 4

                                                 Article 1

                                          Amount and Purpose

1.1   Lender shall, subject to the terms and conditions herein set forth and in consideration
      of the guarantee of the Federal Republic of Germany specified in Article 8 below,
      make available to the Borrower a loan not exceeding.


                                          USD 5,440,000
                (in words: Five million one hundred thousand US-Dollar (“Loan”).


1.2   The Loan shall only be applied to finance the Credit Element. In the event that the
      Total Price shall be reduced prior to full disbursement, Lender shall reduce the Loan
      proportionally. In the event that the Total Price shall be reduced after full
      disbursement, the Borrower shall immediately repay to Lender 85% of the amount by
      which the Total Price has been reduced, together with Prepayment Compensation
      calculated in accordance with Article 5.5.2 hereof.
                                                    5



                                              Article 2
                                             Disbursemet

2.1.   After all conditions precedent to disbursement according to Article 12 have been met,
       Lender shall disburse the Loan to the Exporter pro rata to the goods supplied in
       accordance with the Export Contract and against duly completed and signed requests
       for disbursement (“Requests for Disbursement”) in acordance with Annex 1 to be
       presented to Lender. The Borrower acknowledges that a German commercial bank
       shall be the attonrney-in-fact for the execution of such Requests for Disbursement.

2.2    Lender shall not be obligated to effect more than one disbursement per calendar month
       for amounts of less than USD [Amount still to be agreed upon], except for the last
       disbursement.

2.3    Lender shall be entitled to refuse to make disbursements from the Loan for which
       requests are submitted to it after [date still to be agreed upon]. However, in the event of
       delays in the implementation of the Export Contract, Lender shall examine whether and
       on what conditions this deadline may be extended.

2.4    The Borrower may not waive the disbursement of the Loan without the prior written
       consent of Lender.
                                                  6

                                            Article 3
                                             Fees

3.1   The Borrower shall pay to Lender within [Number still to agreed upon] days after the
      date of signing of this Loan Agreement by the parties hereto but in any case prior to the
      first disbursement from this Loan a non-refundable management fee of [Management
      Fee still to be agreed upon] % [Management fee still to be agreed upon in words
      percent] flat on the Loan amount mentioned in Article 1.1.

3.2   The Borrower shall pay to Lender at the end of each calendar quarter in arrears a non-
      refundable commitment fee of 0.25% p.a. (one quarter of one percent per annum) on
      the Loan amount not disbursed, such fee to be charged from the date of signing of this
      Loan Agreement by Lender until disbursement in full or until expiry of the date
      mentioned in Article 2.3, whatever date will occur first.
                                            7

                                        Article 4
                                        Interest

 4.1      The Borrower shall pay to Lender interest in arrears according to Article 4.3
 or       article 4.4 below in the following manner and on the following dates (each a
          "Payment Date"):

 (a)             Prior to the due date of the first repayment instalment, on 30 June and
                 30 December of each year;

 (b)             On the due date of the first repayment instalment, together with such
                 instalment; and

 (c)             Thereafter, on the further due dates of the repayment instalments (as
                 specified in accordance with Articles 5.1 and 5.2).

 4.2      Interest shall accrue from the dates on which disbursements are debited to the
          dates on which the respective repayment instalments are credited to the
          account of Lender mentioned in Article 6.3.

 4.3      The Borrower shall pay interest to Lender on each disbursements are debited
 to       the dates on which the respective repayment instalments are credited to the
          account of Lender mentioned in Areticle 6.3.

 Note: The Borrower shall pay to the Lender interest on the Loan at a rate determined
 pursuant to one of the following interest alternatives:

4.3.1   The Borrower shall pay interest to Lender on the Loan at a rate to be fixed by
        Lender        on the date of disbursement of the respective Loan portion on the
 basis of      Lender’s effective funding costs in the US capital market at the time of
        disbursement for maturities matching as closely as possible that of the Loan
        portion to be disbursed, plus a margin of [Margin still to be agreed upon] % p.a.
        ([Margin still to agreed upon in words] percent per annum). The rate of interest
        thus fixed shall be binding for the entire term of the respective Loan portion.

 4.3.2 In the event that more than one disbursement has been effected Lender may at
 its   own discretion consolidate the fixed interest rates into a single interest rate
       corresponding to the weightedaverage of these rates rounded down to
       1/10,0000, if the 5th decimal to be omitted is below 5 or rounded up to
       10,000, if the 5th decimal to be omitted is 5 or above.
                                          8

4.3.3. Lender shall notify the Borrower without delay of interest rates fixed
       according   to Article 4.3.1 or Article 4.3.2. The interest rate thus nofified
shall be binding   as of the date especified in the notices.

4.4   The Borrower shall play interest to Lender on each amount disbursed (“Loan
      Portion”) at the rate P.A. equal to the aggregate of (i) the London Interbank
      Offered Rate (“LIBOR”) relating to each interest period (“Interest Period”) as
      specified in relation to each Loan Portion in accordance with Articles 4.4.1 and
      4.4.2. plus (ii) a margin of [Margin still to be agreed upon]%.

4.4.1 The applicable LIBOR shall be the rate determined by Lender as being the
      arithmetic mean (rounded upward to be nearest 1/16 of 1%, if necessarry) of the
      rates per annum, quoted by Telerate page 3760, or in the event that such offered
      rates do not so appear. the rates quoted by Reuters´s Page ISDA, at or about 11
      AM London time on the second New York, London and Frankfurt am Main
      banking day before the fist day of the relevant Interest Period, as the rate at
      which loan in USD with maturities equal to (or if there is no equal
      corresponding to the next longer period of) such interest Period of an amount
      comparable to the respective Loan Portion are offered by Bank in the London
      interbank market.

      If no quotations are then availabele on Telerate page 3750 and Reuters´s Page
      ISDA does not so appear, the applicable LIBOR shall be the rate of interest
      (rounded upward to the nearest 1/16 of 1%, if necessary) that Lender determines
      to be the arithmetic mean of the per annum interest rates, at which loans in
      USD of an amount comparable to the respective loan portion with maturities
      equal to (or if there is no equal, corresponding to the next longer period of )
      such Interest Period are offered to prime banks in the London interbank
      market by       Barclays Bank PLC and Morgan Guaranty Trust Company of
      New York (London Branch) or, if either of both of them fail to supply a rate
      of interest when supposed to do so, such other London office of banks or
      financial institutions as Lender (in consulation with (“the Borrower) appoints
      on      the date that is New York, London and Frankfurt am Main banking days
      prior to the first day of that Interest Period.

4.4.2 With the exception of the first Interest Period relating to a Loan Portion, each
      Interest Period shall commence on a payment Date (including the date) and shall
      end on the day immediately before the next Payment Date. The first Interest
      Period relating to the Loan Portion shall begin on the value date of the
      disbursement of such Loan Portion and shall and on the day immediately before
      the next Payment Date.
                                           9

4.5.   For Loan amounts disbursed of parts thereof but subject to Article 4.7 below,
       the Borrower has the option to request for the remaining term of the Loan a
       change-over from the variable interest (rate according to Article 4.3 to a fixed
       interest rate (such change-over being a “Conversion”) equal to the aggregate of
       (i) Lender´s effective funding costs in the US capital market for maturities
       matching as closely as possible the scheduled maturity of such Loan amount on
       a data selected by Lender occurring not more than ten and not less than four
       banking days in New York, London and Frankfurt am Main prior to the
       envisaged Conversion date plus (ii) a margin of [Margin still to be agreed
       upon]%

4.6.   Should the Borrower wish to convert according to Article 4.5 a Loan amount or
       part thereof from a variable to a fixed interest rate the following shall apply:

       This Borrower shall notify Lender in conformity with Annex 2 of this Loan
       Agreement. The Borrower´s notice shall state the amount and the date of the
       intended conversion and shalll be made at least fifteen banking days in
       Frankfurt am Main prior to such date.

       In due time but not later than four banking days in Frankfurt am Main prior to
       such date FfW shall inform the Borrower of the fixed interest rate determined
       according to Article 4.5.

      The Borrower shall then confirm to Lender the conversion, the amount and the
      date thereof and the fixed interest rate (as notified by Lender) not later than
three banking days in New York, London and Frankfurt am Main prior to the agreed
      Conversion date. The fixed interest rate shall be binding as soon as such
      confirmation has been made. Amounts converted according to the afore
      mentioned procedure shall be “Converted Amounts”.


      If the Borrower has rejected the fixed interest rate as offered by Lender or
Lender       has not received the Borrower´s confirmation three banking days in New
York, London and Frankfurt am Main prior to the respective Conversion date, then
      Lender shall not effect that Conversion from the variable to the fixed interest
rate.
                                          10

4.7   In the event that more than one Conversion has bseen effected Lender may at its
      own discretion consolidate the fixed interest rates agreed upon into a single
      interest rate corresponding to the weighted average of interest rates applied to
      the individual Converted Amounts, rounded down to 1/10,000 if the 5th
      decimal to be omitted is below 5 or rounded up to 1/10,000 if the 5th
      decimal to be omitted is 5 or above. The weighted average interest rate
      shall, for the respective aggregate Converted Amounts, form the basis for the
      further computation and payment of interest from the first Payment Date
      following the determination of such weighted average interest rate up to the data
      on which the Loan has been repaid in full.

4.8   Any Conversion may be effected only on a Payment Date, any Conversion shall
      be in a minimum amount of USD [Amount still to be agreed upon] million, or,
      in case of the last Conversion after full disbursement of the Loan, the amount
      representing the remaining uncorverted Loan portion. A reconversion from a
      fixed rate financing under Article 4.3 to a variable rate financing under Article
      4.4 shall be excluded.
                                           11

                                         Article 5
                                  Repayment and Prepayment

5.1     The Borrower shall repay the Loan to Lender in [ number still to be agreed
        upon] equal consecutive semi-annual instalments the first becoming due
        [Date still to be agreed upon] or on the date specified in accordance with
        Article 5.2 below, whichever date is earlier. Prior to payment of the first
        instalment, Lender shall send the Borrower a repayment schedule, which
        shall become integral part of   this Loan Agreement.

5.2.   If readiness for operation of the Equipment ("Readiness for Operation") should
       be reached prior to [Date still to be agreed upon as specified in Article 5.1
       minus 6 months], the repayment schedule shall be adjusted to ensure that the
       Borrower shall repay the first semi-annual instalment to Lender six months
       after the date of Readiness for Operation. Evidence of Readiness for Operation
       shall be furnished to Lender by a confirmation in the form of Annex 3, which
       the Borrower shall forward to Lender without delay after Readiness for
       Operation has been reached.

5.3.   Undisbursed Loan amounts shall be deducted from such repayment
       instalment(s) as shall fall due last under the repayment schedule.

5.4.   In case Articles 5.2 or 5.3 shall be applicable, Lender shall send to the
       Borrower by registered airmail letter or courier a revised repayment schedule
       which shall thus constitute an integral part of this Loan Agreement and replace
       any repayment schedule previously delivered.

5.5.   Should the Borrower wish to repay the outstanding principal of the Loan in
       whole or in part in advance of maturity (“prepay”; each such repayment a
       “Prepayment”), the following terms and conditions shall apply:

 5.5.1 The Borrower may prepay only on a Payment Date Loan amounts bearing a
       variable interest rate according to Article 4.4. in whole or in part subject to 30
       days´ prior notice to Lender. Any such notice given by the Borrower shall be
       irrevocable, shall specify the date on which the Prepayment is to be made and
       the amount thereof and shall oblige the Borrower to pay Lender the amount

       therein stated.
                                         12




5.5.2 Should the Borrower wish to prepay Loan amounts bearing a fixed interest rate
      according to Article 4.3 in whole or in part, the Borrwoer shall notify Lender
      thereof. The Borrower´s notice shall be irrevocable, state the amount and the
      date of the intended Prepayment and shall be made at least 30 days prior to such
      date. For each Prepayment under this Article 5.5.2 the Borrower shall pay to
      Lender the amount it requires as compensation for any loss, expense or cost it
      may suffer or incur as a result of such Prepayment (“Prepayment
      Compensation”); such Prepayment Compensation shall be equal to the present
      value of the difference between

             -     the interest which Lender would have earned if the amount had
             not   been prepaid
             and

             -     the interest which Lender can obtain by investing the amounts
                   prepaid for the remaining term of the Loan according to Articles
                   5.1 to 5.4.

             as calculated by Lender and modified to the Borrower.


5.5.3 Any Prepayment shall be set off against the outstanding repayment
      installments of the Loan in the inverse chronological order or installments and
      shall be in a minimum amount of USD [Amount still to be agreed upon]
      million or such lower amount as may be outstanding under the Loan.

5.5.4 Prepayment Compensation shall be paid together with the respective
      Prepayment.

5.5.5 Should the Borrower, for whatever reason prepay disbursed Loan amounts on
      a date being not a Payment Date then the Borrower shall further indemnify
      Lender against any additional broken funding costs.
                                             13

                                     Article 6
                        Computation and Payments in General


6.1      Interest, commitment fee and surcharges due to default (Articles 6.6 and 6.7),
         if any, as well as Prepayment Compensation shall be calculated on the basis of

         -     a 360-day year for the actual number of days elapsed for Loan amounts
               bearing a variable interest rate according to Article 4.4;

         -     a 360-day year and a 30-day month for Loan amounts bearing a fixed
               interest rate according to Article 4.3

6.2      If any payment under this Loan Agreement is due on a day which is not a
         banking day in New York, London and Frankfurt am Main payment of the
         respective amount due has to be effected on the next succeeding banking day
         in New York, London and Frankfurt am Main in the same calendar month (if
         there is one) or the preceding New York, London and Frankfurt am Main
         banking day (if there is not).


        In the case of, due to the above, any adjustment of the due date for payments
        under this Loan Agreement:

(i)     the applicable interest period shall be adjusted accordingly;

(ii)    interest is payable at the rate payable on the original due date; and

(iii)   the next interest period shall commence on the expiry of that adjusted interest
        period.

6.3     The Borrower shall only be discharged from its payment obligations in
        connection with this Loan Agreement when and to the extent that the respective
        amounts have been transferred to Lender without any deductions and in freely
        convertible US-Dollar and have been credited at Lender's free disposal not later
        than 10 AM New York time to Lender's account no. 10926083 with Citibank
        N.A, New York.

6.4     Lender may apply any sums received at its discretion to any payment
        obligations due under this Loan Agreement or under other agreements or
        documents, if any,
                                           14

       between Lender and the Borrower. The application shall be made, in each case,
       in the direct order of maturities except as provided in Article 5.5.3.

6.5    The Borrower shall not be entitled to exercise rights of retention, set-off or
       counterclaim against payment obligations under the Loan Agreement, unless
       such Borrower's right has been established with legally binding force or has not
       been contested by Lender.

6.6    Lender may without further notice increase the rate of interest on overdue
       repayment instalments (including notified and overdue Prepayments) by 2.00%
       p.a. for the period they are overdue, but at least up to an interest rate of 2.00%
       p.a. above prime rate quoted by Citibank, N.A. effective on the date such
       payment became due and for such period as Lender may from time to time
       select. Interest on overdue repayment instalments or Prepayments shall be paid
       without delay upon first demand of Lender.

 6.7    Lender may without further notice demand on amounts overdue other
        than repayment instalments as a lump sum indemnification for damages
        an amount calculated at a rate of 2.00% p.a. above the LIBOR prevailing
        during the period of such delay for successive 3 month-periods or such
        shorter period as Lender may from time to time select. This lump sum
        indemnification shall be paid withouth delay upon first demand of
        Lender.
 6.8    Absent manifest error Lender's calculation of amounts under this Loan
        Agreement shall constitute prima-facie evidence.
                                         15

                                       Article 7
                          Taxes and Expenses, Indemnity


  7.1    Prior to the first disbursement the Borrower shall prove in form and
         substance satisfactory to Lender that Lender is exempt from all taxes, fees,
         charges and similar cost in Brasil on all payments to be made by the
         Borrower under this Loan Agreement.
  7.2    In any case all payments to be made by the Borrower under this Loan
         Agreement shall be made without any deduction or withholding. If the
         Borrower is required by law or otherwise to make any deduction or
         withholding from any sum payable to Lender, then the Borrower shall pay
         such additional amounts as to ensure that Lender receives a net sum equal to
         the sum it would have received had no such deduction or withholding been
         made.
  7.3    All taxes, fees, charges, stamp duties and similar cost accruing in
         connection with the conclusion and implementation of this Loan
         Agreement outside the Federal Republic of Germany shall be borne by
         the Borrower. Any such cost accruing in the Federal Republic of
         Germany shall be borne by the Borrower if caused by it. If any such
         cost to be borne by the Borrower are paid by Lender, the Borrower shall
         promptly on demand reimburse Lender.
  7.4    All costs and expenses, including legal expenses, arising out of or in
         connection with the preparation, negotiation, execution, registration,
         implementation, modification, preservation or enforcement of this Loan
         Agreement, the rights hereunder, or any security or document pertaining
         hereto shall be borne by the Borrower. If any such cost or expense is
         paid by Lender, the Borrower promptly on demand reimburse Lender.
  7.5    All statements, reports, certificates, opinions and other documents or
         information furnished by the Borrower to Lender under this Loan
         Agreement shall be supplied without cost to Lender. Any related costs
         and expenses of Lender will be borne by the Borrower.


7.6     If by reason of


        a) compliance with requests or requirements of any central bank or
           other fiscal, monetary or other authority made after the date of this
           Loan Agreement,
                                 16

    or


b) any change in law or its interpretation and administration,


    or


c) an introduction, termination or renegotiation of any applicable bi-
   or multilateral treaty or agreement, in particular on double taxation,


Lender incurs additional costs or losses or is unable to obtain the agreed
margin over its refinancing costs as a result of its having entered into
and funded this Loan Agreement ("Increased Costs"), then Lender shall
notify the Borrower thereupon and the Borrower shall promply on
demand, indemnify Lender against any and all such Increased Costs.
Any such demand by Lender shall be accompanied by a notice from
Lender stating the basis for its demand and setting forth in reasonable
detail the calculation of the amount thereof.
                                        17




                                        Article 8
                  Guarantee of the Federal Republic of Germany


 8.1 Lender shall have claims arising from this Loan Agreement guaranteed
      by the Federal Republic of Germany represented by Hermes
      Kreditversicherungs-Aktiengesellschaft. The unrestricted existence of
      such guarantee shall be a prerequisite for any disbursements from the
      Loan.


8.2   Lender shall be entitled to give information to the competent authorities
      of the Federal Republic of Germany in connection with the conclusion
      and implementation of this Loan Agreement. Lender and such
      authorities shall be authorised to give information about the Loan to
      international organisations entrusted with the collection of statistical
      data, particularly in connection with debt servicing.
                                            18

                                        Article 9
                                        Security


[Scope and specifics of security are subject to the character of each individual
financing. Typically, the taking of security interests will require detailed legal analysis
including advice of a local lawyer. Specific agreements (e.g. Deed of Mortgage,
Security Agreement) which might be attached to this Loan Agreement will be normally
required.]

9.x     Lender is entitled to appoint an agent, on such terms as Lender deems fit, to act
on     its behalf in connection with its rights under the security. The cost of such
       agency         shall be borne by the Borrower.
                                           19



                                        Article 10
                           Negative Pledge and Pari Passu


10.1   Save with the prior written consent of Lender, the Borrower shall not
       while any amount remains outstanding under this Loan Agreement:
       (a)   sell, transfer, lease or otherwise dispose in whole or in part of the
             Equipment;
       (b)   create or suffer to exist any lien, pledge, mortgage, charge or
             other encumbrance or security right on its revenues or the whole
             or any party of its assets or property.
10.2 The foregoing provision of this article shall not apply to any security
     right created on property at the time of purchase thereof solely as
     security for the payment of the purchase price or the financing of such
     property.


10.3   To the extent permitted by applicable laws, the Borrower undertakes
       that its obligations under this Loan Agreement will rank at least pari
       passu with all its other present and future payment obligations and will
       be paid as such.
                                        20

                                  Article 11
                                 Undertakings


The Borrower hereby undertakes with Lender that it will:

(a)   prepare, implement and operate the Project in accordance with
      soundbusiness, financial and engineering principles;

(b)   secure the full financing of the Project;

(c)   prepare, implement and operate the Project in compliance with all applicable
      laws, in particular with applicable environmental laws and principles;

(d)   promptly inform Lender of any event that may impede or endanger the
      implementation of the Export Contract or any other material agreement, the
      construction or operation of the Project, or the performance of the
      Borrower’s obligations under this Loan Agreement, or the validity or
      enforceability of any other material agreement or security. The Borrower
      shall on demand of Lender supply any information concerning the
      Borrower's financial situation and the Project;


(e)   only with the prior written consent of Lender agree upon any modification
      of, and/or amendment to the Export Contract that may affect the completion
      or envisaged operation of the Project, the volume of the goods and services,
      the Total Price, the terms of payment, the warranties, or any other material
      provision of the Export Contract;

(f)   submit to Lender as soon as practicable but in any event not later than six
      months after the end of each fiscal year, its audited financial statements,
      including the certified balance sheet and profit and loss accounts, together
      with explanatory notes;

(g)   enable the representatives of Lender its agents and nominees at any
      reasonable time to inspect the Project and all related installations;

(h)   promptly notify Lender in writing of the occurrence or potential occurrence
      of any Event of Default (as defined in Article 12.1).
                                         21



                                Article 12
                             Events of Default

12.1      Lender shall be entitled without having resort to any legal procedure
          whatsoever to suspend disbursement or to terminate this Loan and to
          demand immediate payment of all amounts payable under this Loan
          Agreement, if any of the following events (“each an Event of Default")
          shall occur,

          (a)      the Borrower fails to meet any payment obligation vis-à-vis
Lender;

          (b)      the Borrower fails to perform any other obligation or undertaking
                   vis-à-vis Lender

          (c)      any declaration, confirmation, information or representation or
                   warranty which is essential for the granting and maintaining of the
                   Loan proves to be incorrect, misleading or incomplete;

          (d)      the Export Contract shall be cancelled, rescinded or terminated for
                   any reason other than the performance of its terms or ceases to
                   be fully effective for any reason whatsoever or events shall arise
                   which in the reasonable judgement of Lender prevent or seriously
                   jeopardize the completion or envisaged operation of the Project;

          (e)      Any security leases to be fully effective or materialy deteriorates
                   for any reason whatsoever;


          (f)      any law, regulation, decision, directive or any act of any authority
                   or any order of any court precludes the due performance and
                   fulfilment or may affect or impair the validity of this Loan
                   Agreement or any security interest hereunder;

          (g)      there shall be any alteration in the legal status, the control, the
                   nature or scale of the business of the Borrower as carried on at the
                   date of this Loan Agreement which in the reasonable judgement
                   of Lender is materialy detrimental to the interest of Lender;
                                           22



         (h)        any of the following occurs to the Borrower: the appointment of a
                    receiver, the declaration of a moratorium in respect of any of its
                    indebtedness, bankruptcy, discontinuance of business, liquidation,
                    inability to honour debts, compulsory or voluntary winding-up,
                    sale of an essential portion of assets or any event similar to any of
                    the foregoing;

          (i)       in the reasonable judgement of Lender the Borrower's financial
                    situation materially deteriorates or the assets of the Borrower are
                    endangered or other exceptional circumstances occur which
                    imperil delay or preclude the fulfilment of any obligations under
                    this Loan Agreement.


12.2     Should any of the events specified in Article 12.1 (a) or (b) occur, Lender
         may terminate this Loan Agreement and demand immediate repayment only
         if such event shall not have been remedied within a period of five days (in the
         case of Article 12.1 (a)), or thirty days (in the case of Article 12.1 (b)).

         In case this Loan Agreement is terminated by Lender following an Event of
         Default, Articles 6.6 and 6.7 hereof shall apply to accelerated amounts
         mutatis mutandis.

12.3    Should loan amounts be repaid prematurely pursuant to Article 12.1 or 12.2
        the Borrower shall indemnify Lender against any loss or expense which
       Lender       may incur as a consequence. Such Prepayment Compensation or
       broken       funding cost respectively shall be calculated in accordance with
       Article 5.5.

12.4    Any statements made by Lender according to the preceding paragraphs shall
       be     made and shall be deemed to have been received in accordance with
       Article     15.2 below.
                                       23



                                  Article 13
                           Conditions Precedent


The obligation of Lender to make disbursements of any amount under this
Loan Agreement shall be subject to satisfaction of the following conditions
precedent:


13.1   The following documents have been submitted to Lender not later than
       2 months after the date of signing of this Loan Agreement but at least
       [number of days still to be agreed upon] business days prior to the
       initial disbursement date without any cost for Lender and have been
       accepted by it as satisfactory in form and substance:


       (a)   a legal opinion of a legal adviser to the Borrower acceptable to
             Lender substantially in the form set forth in Annex 4 hereto,
             accompanied by such documents as Lender may reasonably
             require;
       (b)   copies of the documents whereby the Borrower was constituted
             including all amendments, if any, (Memorandum and Articles of
             Association Statutes) as currently in force, all certified by the
             company secretary;
       (c)   copies of the resolution(s) of the appropriate body (or bodies) of
             the Borrower and as the case may be of all other corporate
             documents required to authorize the borrowing under this Loan
             Agreement and conferring powers on the signatories hereof to
             execute this Loan Agreement on behalf of the Borrower, all
             certified by the company secretary;
       (d)   specimen signature(s) of the person(s) referred to in paragraph
             (c) above. Such specimen signature(s) shall be certified by the
             company secretary or an officer of the Borrower;
       (e)   copies of all documents from the competent authorities required
             for the entry into, validity, performance and enforceability of the
             Loan Agreement issued to the effect that the Borrower is
             irrevocably authorized to borrow under and perform the Loan
             Agreement and that it is permitted to pay and to transfer to
             Lender in the currency stipulated all amounts due under this
             Loan Agreement all certified by the company secretary;
                                        24

       (f)   a certificate from the Borrower setting forth the names and
             containing the specimen signatures of the persons announced to
             sign for and on behalf of the Borrower Requests for Disbursement
             and all other documents and statements which may be made under
             this Loan Agreement. This certificate shall be updated by the
             Borrower if there shall be any change of such persons or in their
             powers;


       (g)   acceptance by the process agent mentioned in Article 14.4 of its
             appointment substantially in accordance with Annex 5 hereto;


       (h)   written confirmation from the Borrower that the Export Contract
             has come into force and that it has obtained all necessary permits
             and authorizations in respect of the purchase and importation of
             the Equipment and the implementation and operation of the
             Project;


       (i)   the security pursuant to Article 9 hereunder duly executed by the
              provider of such security, accompanied by such documents as Lender
              may reasonably require;

       (j)   evidence in accordance with Article 7.1;


       (k)   such other documents relating to any of the matters contemplated
             in this Loan Agreement as Lender may reasonably request.


13.2   No Event of Default under Article 12 hereof or event or condition that,
       with the giving of notice or lapse of time, or both, would constitute an
       Event of Default, has occurred.


13.3   Lender has received full payment of the amounts due and payable in
       accordance with Article 3 hereunder.


13.4   Lender has obtained the Guarantee of the Federal Republic of Germany
       referred to under Article 8 in terms satisfactory to Lender and such
       Guarantee is in full force and effect.


13.5 This Loan Agreement is subject to approval of the Board of   Supervisory
     Directors (Verwaltungsrat) of Lender.
                                            25

                                    Article 14
                           General Legal Provisions


 14.1. This Loan Agreement shall be governed by and construed in
       accordance with the laws of the Federal Republic of Germany.


 14.2    Place of performance for payment obligations in USD shall be New
         York. Place of performance for all other obligations shall be
         Frankfurt am Main.


 14.3    All disputes arising out of or in connection with this Loan Agreement,
         including disputes concerning its validity, shall be settled exclusively
         and finally in accordance with the provisions set forth in the
         Arbitration Agreement attached hereto as Annex 6 and to be signed
         separately.


         Alternatively, Lender reserves the right to institute any legal action or
         proceedings arising out of or in connection with this Loan Agreement
         in any competent court […] or in the District Court in Frankfurt am
         Main, Federal Republic of Germany, or in any other competent court
         having jurisdiction over the Borrower or its assets. The Borrower
         hereby irrevocably submits to the jurisdiction of each such court.


14.4    For any services of process in any court action in the Federal Republic
        of Germany the Borrower shall appoint [name, address and position of
        Process Agent still to be agreed upon] as agent in Frankfurt am Main
        for the receipt of service of process and shall retain such agent until
        repayment in full of all amounts outstanding in connection with the
        Loan Agreement. In due time prior to the first disbursement from the
        Loan the agent's acceptance of this appointment substantially in
        accordance with Annex 5 hereto shall be forwarded to Lender by the
        Borrower.


 14.5 This Loan Agreement and the Export Contract are legally separate
       agreements. Therefore the Borrower in connection with this Loan
       Agreement shall not be entitled to raise any objections or exceptions
       deriving from the Export Contract.


 14.6    Should any of the provisions of this Loan Agreement be legally
         invalid, such invalidity shall not affect the validity of the remaining
         provisions. Any gap resulting in consequence shall be filled by a
         provision consistent with the spirit and the purpose of this Loan
         Agreement.
                                        26

14.7   No payment to Lender hereunder, be it pursuant to any award or
       judgment or order of any court or otherwise shall operate to
       discharge the obligation of the Borrower in respect of which it was
       made unless and until payment in full shall have been received in the
       currency of account of such obligation. To the extent that the amount
       of any such payment shall on any necessary conversion into the
       currency of account in which the payment fell due, fall short of the
       amount of the relevant obligation expressed in such currency of
       account, the Borrower shall remain indebted to Lender in such sum
       as shall upon conversion into the currency of the account in which
       the payment fell due equal the amount of the shortfall.


14.8   No failure to exercise and no delay in exercising on the part of
       Lender any right hereunder shall operate as a waiver thereof nor shall
       any single or partial exercise of any right preclude any other or
       further exercise thereof in future.


14.9   To the extent that the Borrower may now or in future in any
       jurisdiction claim for itself or its assets immunity from suit,
       execution, attachment or other legal process and to the extent that in
       any such jurisdiction there may be attributed to itself or its assets
       such immunity, the Borrower hereby irrevocably agrees not to claim
       and hereby irrevocably waives such immunity to the fullest extent
       permitted by the laws of such jurisdiction.


14.10 The Borrower shall not assign or pledge any rights or transfer any
      obligations arising from this Loan Agreement without the prior
      written consent of Lender.


14.11 Without limitation, the obligations of the Borrower under Articles
      6.5, 6.6, 6.7, 7.2 through 7.5, 12.2, 12.3, 14 and 15 shall survive the
      repayment of the Loan and/or the termination of this Loan
      Agreement.
                                            27

                                    Article 15
                             Statements and Notices


15.1    Modifications of, or amendments to, this Loan Agreement shall be in
        writing only.


15.2    Any statements or notices and communications in respect of this Loan Agree-
        ment shall be dispatched by airmail letter or by facsimile transmission to the
        following addresses:

        For Lender:                XXXXXXXX
                                   XXXXXXX XXXXXX
                                   XXXXXXXXXX
                                   Attn.: /////



        For the Borrower:          [To be inserted]




        Any such statement, notice or communication shall be deemed to have been
        received:


        (a)   if made by airmail letter, seven days after the relevant letter has
              been dispatched by registered airmail, postage prepaid; or
        (b)   if made by teletransmission, when transmission has been
              completed.
 15.3    Alterations to the business names, addresses or to the powers of
         representation and to specimen signatures shall be binding as between the
         parties only as of receipt by the other contracting party of statements or
         documents advising such alteration.
                                                 28

                                                                                 Annex 1
                                                                                 (page 1)

 XXXXXXXXX
 XXXXXXXXXX
 XXXXXXXXXXXX
 XXXXXXXXXXXXX


                        Request*) for Disbursement No.

 K 11 c 1 -    Loan No.F________
               Loan Agreement dated ........................
               for USD 5,100,000

 A.    Supplies/Services

       In accordance with the list attached hereto,
       receivabies for exports totalling                             USD
       which form part of the Total Price, have
       accumulated (since the last Request for
       Disbursement No. ....dated ........................)/
       (so    far)**)


 B.    Computation of the Loan Amount to be Disbursed

       (1)    Receivables for exports pursuant to
              the present Request for Disburse-
              ment No.                                               USD

       (2)    Less 15% Interim payments **)                    ./.   USD _______________

       (3)    Loan amount to be disbursed                            USD
              (85% upon acceptance)

*)     According to Article 2.2 of the Loan Agreement, only one disbursement may
       be made per calendar month for amounts less than USD     _________
       except in case of the last disbursement.
**)    Please delete what is not applicable.
                                                                       29

                                                                                    Annex 1
                                                                                    (page 2)
C. Confirmation
  I.   Confirmation of the Bank
       We hereby confirm that in accordance with the Export Contract dated
       _________ between __________(“Borrower”) and __________(“Exporter”) a letter of
       credit has been opened with us. We have checked the documents submitted to us in
       accordance with the Uniform Customs for Doc. Credits 1993 Rev. Publ. 500, and with
       the Letter of Credit and found them in good order. Accordingly we have disbursed __%
       of the amount mentioned under B.(1). I.e. USD _____________ to the Exporter.


       ...............................................,..........................
           (place)                             (date)
           .....................................................................
             (German Commercial Bank)

             (authorised signatures)

  II. Confirmation of the Exporter

       We hereby confirm that

       (1)        the Borrower has so far performed all payment obligations to be
                  performed by it pursuant to the Export Contract and its obligation to
                  furnish security in our favour;

       (2)        the supplies covered by the present Request for Disbursement are in
                  conformity with the Export Contract and with the provisions of the
                  export and financial credit guarantee granted by the Federal Republic of
                  Germany.
                                                                           30

                                                                                                  Annex 1
                                                                                                  (page 3)

           (3)            an*)/the*) export licence for the Export Contract issued by the Bundesamt für
                          Wirtschaft is not required*)/still valid*).

           (4)            the Export Contract has become effective on ...... and is still in full force and
                          effect.

           At your request, we shall submit to you for examination copies of the documents and
           papers submitted by us to......................................(German Commercial Bank) in
           connection with the present Request for Disbursement.

           Please remit the loan amount to be disbursed to our account No. ................ with
           ................................................... (bank) (routing code....................).

...............................................,..............................
                (place)                            (date)



                   Exporter


                   (authorised signatures)



    *) please delete what is not applicable
                                                                    31

                                                                                                           Annex 1
                                                                                                           (page 4)
                                                List of Invoices
                                         of the equipment supplied on
                                  which the Request for Disbursement is based


(1)        Invoice dated ......................; Invoice No. ......;          USD.............................
           ..........................................
           (items)
           supplied acc. Bill of Lading/Airway Bill of Lading
           issued on ...........................
           rendered from ....................to..............................

(2)        Invoice dated ......................; Invoice No. ......;          USD............................
            ....................................................
            (items)
           supplied acc. Bill of Lading/Airway Bill of Lading issued on ...........................
           rendered from ....................to..............................

(3)        Invoice dated ......................; Invoice No. ......;          USD....................
           ..................................................
            (items)
           supplied acc. Bill of Lading/Airway Bill of Lading issued on ...........................
           rendered from ....................to..............................

                                                               Total amount      USD....................



Confirmed


...............................................,..............................
                (place)                            (date)



…………………………………………
(German Commercial Bank)
                                                                    32

                                                                              Annex 2

XXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXX


                                                 Request for Conversion




K 11 c 1 -           Loan No. F______
                     Loan Agreement dated..........................
                     For USD 5,100,000


In accordance with Article 4.5 of the Loan Agreement, we hereby request you to
indicate a fixed interest rate for a Conversion of an amount of USD .............(USD [
Amount still to be agreed uppon] million at least) bearing a variable interest rate in
accordance with Article 4.4 of the Loan Agreement to be effected on
.........................[date which must be a Payment date].

..................................., ............................
(place)                                    (date)


Borrower



(authorised signatures)



A request for conversion must be submitted to Lender at least 10 days prior to a
conversion date




                                                                              Annex 3
XXXXXXXXXXXXXXXXXXXXX
                                                                    33

XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXX


                                                         Confirmation


K 11 c 1 -           Loan No. ________
                     Loan Agreement dated.......................
                     For USD 5,100,000


In accordance with Article 5.2 of the Loan Agreement, we hereby confirm that the
Project reached Readiness for Operation on ................................ .


..................................., ............................        ..................................., .......................
(place)                                    (date)                                   (place)                         (date)


Exporter                                                                                      Borrower



(authorised signatures)                                                  (authorised signatures)
34

				
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