Conditions Precedent to Drawdown The utilization of the banking facilities shall be subject to the satisfactory completion of documentation and

any further conditions as advised by the solicitors of the Bank which may be necessary to perfect the security of the Bank or which a reasonable and prudent Bank may require. Special Conditions:
a) You hereby agree that processing fees of USD10,000/= (including legal fees and standard

authority charges only) will be debited from your Savings/Current Account held with the Bank upon acceptance of the Letter of Offer.
b) You shall execute a Letter of Undertaking to channel all your sales proceeds to your

Savings/Current Account with the Bank, which Undertaking shall be irrevocable for so long as the Facilities remain outstanding.
c)

Fresh Deed of Subordination of advances from directors/shareholders/related companies for not less than USD2,000,000/= to the advances from the Bank. Drawdown of STRC is to be supported by invoices/purchase orders for the purchase of tobacco leaves. Reimbursement to you is allowed upon submission of documentary evidence acceptable to the Bank that payment has been received by the tobacco farmers and/or tobacco leaf seller/agent/dealer. Fresh Negative Pledge and Fresh Undertaking not to pledge any of your company's assets to other financial institutions. Submission of annual contract farming agreements for not less than 4,000MT of tobacco leaves every year and sales contracts for not less than USD4.0 million every year. reputable audit firm and submitted within six (6) months from your financial year end 2012.

d)

e)

f)

g) Audited financial statements for your financial year end 2012 are to be audited by a

h)

Interest rate is to be increased to COF + 5.0% p.a. in the event of any of the following:- Any excesses in limit - Any incidence of outward returned cheque due to insufficient funds - Any adverse records from checking with Credit Bureau (Cambodia) Co., Ltd

i)

In the event that the financing is cancelled/settled by you within the period between execution of any or all of the financing and/or security documents until thirty six (36) months after the date of full disbursement of the financing, the Bank reserves the right to recover payment amounting to 2% of the approved financing amount in addition to the redemption amount informed by the Bank.

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