Explore Ebooks
Categories
Explore Audiobooks
Categories
Explore Magazines
Categories
Explore Documents
Categories
SEVENKEY LIMITED
('the Lendef)
and
TEL: 357-22-5566
-n
FA(: 357-22-n-99-St
E-rnail:
vassla@cr.net
h{F/i,vrrrw,\asslarr, cffYl
srrwirN:
Bahamas under Reg. Number 100,3438, whose registered office is at 1"1 Floor, Kings Court, Bay Street, P.O. Box N. 3944, Nassau, Bahamas (the
"Lended'), and; (B) GALLAGHER HOLDINGS LlMlrED, a company incorporated in the Repubtic of Cyprus under Reg. Nurnber 133001, whose registered office is Pavlou, LEDRA HOUSE, 1105 Nicosia-Cyprus (the "Borrowef);
at
1S Agiou
WHEREAS:
(A) Pursuant
dated 6 April 2004, a copy of which is hereby aftached as AppENDtX A ('the Loan Agreement'), the Lender granted to the Borrower a loan for the amount
between the Lender and the Borrower, dated 5 April 2005, a copy of which is
Agreement has been amended as per the terms and provisions of the First
(C) Pursuant
to Consent and Amendment No.2 between the Lender and the Borrower, dated 5 April 2006, a copy of which is hereby attached as
APPENDIX G ('the Second Amendmenf), the Loan Agreement and the First Amendment have been amended as per the terms and provisions of the
Second Amendment.
(D) Pursuant
First
the Borrower has paid to the Lender (a) on 1gl10l2o0s the amount of USD 2,000,0000 (Two Million US Dollars) as partiat repayment of the Loan (,the
September 2005 the amount of USD 12, 000,000 (Twelve Million US Dotlars), (c) on 14t4D005 the amount of USD 5,000,000 (Five Million USD Dollars) and (d) on 1ftt2oos the amount of EUR 91s,000 Instalment')
and (b) on I
(Nine Hundred Fifteen Thousand EURO) as full repayment of the amount of usD18,107,516 (Eighteen Mittion one Hundred seven Thousand and Five
Hundred Sixteen US Dollars) ('the Fixed Amount').
(E)The Parties have agreed to amend the terms of the Loan Agreement as per
the terms and provisions of this Agreement.
1.1 'the Loan' means the Loan as described in Recital {A). 1.2 'USD' and 'US Dollars' means the lavWul currency for the time being of the
United States of America.
1.3 'Execution' means the signing of the present Agreement. 1.4 'Share Profrt' means the Share Profit as defined in Clause 2.1. 1.5 In this Agreement (including the Recitals and Schedules), unless the context
otherwise requires:
to statutory provisions or
or
agreement)
enactment.
to any previous
1.5.2
references to documents in the agreed form are to documents in terms agreed between the parties to this agreement.
1.5.3
references to the Recitals, clauses and the Schedules are respectively to the Recital to, clauses of and the Schedules to this Agreement.
2. SHARE PROFIT
2.1 ln the event where the Bonower has investment income in its
financial
statements of 2006 over USD 1 billion, the Borrower shall grant to the Lender a
share profit of 4.9o/a on the amount of the investment income recorded in its financialstatements of 2006 ('the Share Profit').
2.2 The Share Profit shall be granted gratuitously by the Borrower to the Lender on
the basis that the investment of the amount of the Loan has resulted in investment income over and above the expeeied result and shall not be
interpreted as an agency fee, and or service fee and or fee for the provision of any services by the Lender to the Borrower and or otheruise.
3. PAYMENT
3.1 The method payment of the Share Profit (if any) by the Borrower to the Lender
4. DEFAULT
4.1 The occurrence of any one of the following events shall constitute default under
this Agreement:
4.1.1 it the Lender fails to fulfil any of its obligations under the terms of this Agreement and such default shall continue for
a period of 30
days
4.1.2 if the Bonower fails to repay back the Outstanding Loan and or fulfil any of his obligations under this Agreement and such default shall continue for a period of 30 days after written notice thereof to the
Bonower by the Lender.
4.2
In the case where this Agreement ceases to be in full force and effect by
virtue of the terms of the present Agreement the Parties shall disavow their
obligations
obligations thereof.
5. REPRESENTATIONS AND WARRANTIES 5.1The Lender hereby represents and warrants that:
5.1.1
it has full power and authority to execute deliver and perform its obligations by virtue of the terms of this Aoreement.
5.1.2.1it has full power and authority to execute deliver and perform its obligations
by virtue of the terms of this Agreement.
6. COVENANTS
6.1.1 to inform the Bonower promptly if any default or any event of default, which
with the giving of notice and/or lapse of time would constitute a default or an
event of default occurs or if any event occurs which may materially adversely affect his abili$ to perform any of his obligations by virtue of the terms of this
Agreement;
6.1.2 shall from time to time at the request of the Borrower execute and deliver to the Borrower all such documents as the Bonower shall deem desirable in its absolute
discretion
Agreement.
present
6.2.1 will promptly inform the Lender if any default or any event of default,
which with the giving of notice and/or lapse of time would constitute a
7.
NOTTCES
7.1 Notices given in connection with this Agreement shall be in writing and mailed by registered post to the to the addresses to be indicated by each party
respectively and shall be deemed
after
mailing. Notices may also be sent by telex or telefax provided that such telex or telefax be confirmed by written notice as aforesaid, and in which event notice shall be deemed to have been received at the time of effective dispatch of the telex or telef;ax, such to be evidenced by an appropriate answer-back on the
transmission report.
8.
CONFIDENTIALITY Parties hereto expressly agree to keep and to treat this Agreement as
8.1 The
regarding the terms of this Agreement or any matters contemplated by this transaction or make any announcement relation
gives its written consent in advance.
9.
GENERAL PROVISIONS
9.1 Completion shall not in any way prejudice and/or affect the operation of any of the provisions of this Agreement, which contemplate and/or are capable of postcompletion andlor operation and such provisions shallcontinue in fullforce and effect notwithstanding completion.
9.2
9.3 The provisions of the present Agreement shall not be amended and/or modified