THIS AGREEMENT, made and entered into this ___ day of ________, 201__, by and between
…… ……hereinafter sometimes referred to as "Company/Client," and ARC INVESTORS LTD, hereinafter sometimes referred to as "Loan Provider"
WHEREAS, the Company/Client applied for a loan of $___________ to be paid out from the proof of funds of the Provider, ARC INVESTORS LTD and
WHEREAS, the purpose of the loan is to enable the Company/Client to expand it's business, all as specified in the application submitted to the Loan Provider, ARC INVESTORS LTD,
WHEREAS, the Loan Provider, ARC INVESTORS LTD, is authorized to make this loan under applicable United Kingdom and Turkey Law.
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements, the parties agree as follows:
1. The Loan Provider, ARC INVESTORS LTD shall loan to the Company/Client the sum of Dollars ($_________) upon the terms and conditions hereinafter set forth. Said sum shall be advanced to the Company/Client in accordance with loan Terms and Conditions in the ARC INVESTORS LTD Agreement.
2. This loan agreement is subject to:
A. The accuracy of representations made by the Company/Client to ARC INVESTORS LTD in the application and documentation presented by the Company/Client.
B. The Loan Provider's determination, in its' sole discretion, that there has been no unremedied adverse change in the financial or any other condition of the Company/Client's initial application.
C. An agreement executed by the Company/Client that the funds and capital provided by all sources, more particularly identified in the Loan application, will allow the Company to operate its facility as indicated in the application.
D. An agreement executed by the Company/Client providing that in the event the Company refinances its debt to the Loan Provider, ARC INVESTORS LTD, relocates to another area outside of his country where the project is initially located, or sells 30% or more of its' assets, this loan shall be accelerated and immediately due and payable. Further, the loan may be immediately due and payable in the event there is a change of ownership or control of the business without prior consent of the Loan Provider, ARC INVESTORS LTD.
3. In consideration of this loan, the Company/Client further agrees as follows:
A. To fully complete the project as described in the loan application submitted to The Loan Provider, ARC INVESTORS LTD, and approved for funding within the time schedule set forth in the application. A copy of said application is either attached to this loan agreement or the same is hereby incorporated herein by reference.
B. To indemnify the Provider against any loss incurred by reason of the Company/Client's failure to fully comply with the terms of this agreement.
4. The Company/Client agrees to operate its facilities in his country or any country the project is located, in full compliance with applicable federal, state and local laws including without limitations federal laws relating to equal employment opportunity and occupational health and safety standards and the Country's Code and local ordinances, resolutions or regulations which may be applicable.
5. The Company/Client further agrees that until this transaction is closed and all indebtedness repaid by the Company/Client to the Loan Provider, ARC INVESTORS LTD, the Company/Client will make available to the The Loan Provider, ARC INVESTORS LTD and their authorized employees and agents, the Company/Client's books, accounts, records, reports, files and other papers pertaining to funds provided under this agreement for the purpose of making audits, examinations, and monitoring.
6. The Company/Client agrees to provide the Loan Provider, ARC INVESTORS LTD and their authorized employees and agents, yearly financial statements (balance sheet, profit and loss and cash flow statement) until the Company fully repays its' indebtedness to the Loan Provider, ARC INVESTORS LTD.
7. Before or at the time of execution between the Loan Provider, ARC INVESTORS LTD and Company/Client, if applicable, the Company must be able to provide evidence that it is duly organized, in good standing in the State of its formation, authorized to do business, and authorized to borrow money.
8. The Company/Client shall provide evidence that it has injected the necessary capital to comply with the requirements designated in the application.
9. The invalidity of any one or more phrases, sentences, clauses, or sections contained in this Agreement shall not affect the remaining portions of this Agreement, or any part thereof.
10. The parties further agree that this agreement may not be assigned by either party without prior approval of the other party.
11. The parties further agree that this agreement shall be binding upon their successors and assigns.
INDIVIDUAL'S GUARANTY AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce you, at your option, to make loans or engage in any other transactions with borrower from time to time, I the undersigned __________________ absolutely and unconditionally guarantee the full payment of the following debts when due (whether at maturity or upon acceleration):
Definitions. As used in this agreement, the terms "I," "we" and "my" mean all persons signing this guaranty agreement, individually and jointly, and their heirs, executors, administrators and assigns.
The term "debt" means all debts, liabilities, and obligations of the borrower (including, but not limited to, all amounts agreed to be paid under the terms of any notes or security agreements; the payment of any debt, liability or obligation; overdrafts; letters of credit; guaranties; advances for taxes; insurance CREDIT WRAP; repairs and storage; and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or incurred in the future, due or to become due, or absolute or contingent.
Applicable Law. This agreement is governed by the law of the state in which you are located. Any term of this agreement that does not comply with applicable law will not be effective if that law does not expressly or impliedly permit variations by agreement. If any part of this agreement cannot be enforced according to its terms, this fact will not affect the balance of this agreement.
Revocation. I agree that this is an absolute and continuing guaranty. If this guaranty is limited to the payment of a specific debt of the borrower described above, this agreement cannot be revoked and will remain in effect until the debt is paid in full. If this guaranty covers both the borrower's present and future debts, I agree that this guaranty will remain binding on me, whether or not there are any debts outstanding, until you have actually received written notice of my revocation or written notice of my death or incompetence.
Notice of revocation or notice of my death or incompetence will not affect my obligations under this guaranty with respect to any debts incurred by or for which you have made a commitment to borrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such debts. I agree that if any other person signing this agreement provides a notice of revocation to you, I will still be obligated under this agreement until I provide a notice of revocation to you. If any other person signing this agreement dies or is declared incompetent, such fact will not affect my obligations under this agreement.
Obligations Independent. I agree that I am obligated to pay according to the terms of this Agreement even if any other person has agreed to pay the borrower's debt. You may, without notice to me: (1) release any borrower or other person who may be liable for borrower's debt, (2) release any form of Collateral/Security guarantee, (3) fail to perfect any security interest or otherwise impair any collateral, (4) waive or impair any right you may have against any borrower or other person who may be liable for
borrower's debt, (5) settle or compromise any claim against the borrower or any person who may be liable for the borrower's debt, (6) procure any additional security or persons who agree to be liable for borrower's debt, (7) delay or fail to pursue enforcement of the debt, (8) apply amounts you receive from the borrower or other persons to payment of the debt in any order you select, (9) make any election with respect to the debt provided by law or any agreement with any person liable for the debt, (10) exercise or fail to exercise any rights you have with respect to the debt, (11) extend new credit to the borrower, or (12) renew, extend, refinance or modify the borrower's debt on any terms agreed to by you and the borrower (including, but not limited to, changes in the interest rate or in the method, time, place or amount of payment) without affecting my obligation to pay under this guaranty.
I will remain obligated to pay on this guaranty even if any other person who is obligated to pay the borrower's debt (including the borrower) has such obligation discharged in bankruptcy or otherwise discharged by law. I also agree that if my liability is limited to a stated principal amount (plus other agreed charges), you may allow the borrower to incur debt in excess of the specified amount and apply to the payment of such excess any amounts you receive for payment of the debt from the borrower or any other person, any amounts resulting from any collateral, or amounts received from any other source, without affecting my obligations under this agreement. No modification of this agreement is effective unless in writing and signed by you and me.
Waiver. I waive presentment, demand, protest, notice of dishonor, and notice of acceptance of this guaranty. I also waive, to the extent permitted by law, all notices, all defenses and claims that the borrower could assert, any right to require you to pursue any remedy or seek payment from any other person before seeking payment under this agreement, and all other defenses to the debt, except payment in full. I agree that I will not exercise or enforce any right of subrogation, contribution or reimbursement against any person liable for the borrower's debt or any claim to any collateral for such debt until you have received full payment of borrower's debt. You may without notice to me and without my consent, enter into agreements with the borrower from time to time for purposes of creating or continuing the borrower's debt. I agree that I will be liable for any deficiency remaining after foreclosure (or repossession) and sale or any collateral without regard to whether borrower's obligation to pay such deficiency is discharged by law. If any payments on the debt are set aside, recovered or required to be returned in the event of the insolvency, bankruptcy or reorganization of the borrower, my obligations under this agreement will continue as if such payments had never been made.
Remedies. If I fail to keep any promise contained in this agreement or any agreement securing this agreement, you may make this agreement and the borrower's debt immediately due and payable, you may set-off this obligation against any right I have to receive money from you (however, you may not set-off against any accounts in which my rights are only as a fiduciary or my IRA or other tax-deferred retirement account), you may use any remedy you have under state or federal law, and you may use any remedy given to you by any agreement securing this agreement. If I die, am declared incompetent, or become insolvent (either because my liabilities exceed my assets or because I am unable to pay my debts as they become due), you may make the debt immediately due and payable.
IN WITNESS WHEREOF, I have signed my name and affixed my seal on this ____ day of __________, _______, and by doing so agree to the terms of this guaranty.
LOAN SECURITY/COLLATERAL GUARANTEE REQUIRED AGAINST THE LOAN
CREDIT WRAP from any of the top 10 Insurance companies, Security deposit from European Union AA+ Top rated United Kingdom Banks which will be placed as Loan Security /collateral for the Project funding must be issued and Guaranteed by International Monetary Fund (IMF) and World Bank Accredited Collateral Management Company.
Upon Delivery of Original Hard copies of Loan Security (Collateral) Documentation By Bank to Bank Courier or by the International Monetary Fund and World Bank Accredited Collateral Management Company the required approved Loan sum will be transferred to Borrower Designated Bank account within 1-2 Bank working days.
Note: This Letter of Offer (LOI)/RWA will be cancelled and terminated within 5-7 Banking days whereby the Borrower decline, refuse or fail to provide the required Loan Security (Collateral) as agreed and stated under our Terms and Condition:
(1) LOAN AGREEMENT.
The "Debtor" and the "Lender" acknowledge that this note is made pursuant to and subject to the terms and conditions of the Loan Agreement dated _________, _____, entered into between the parties referred to herein as the "Loan Agreement".
(2) PAYMENT OF PRINCIPAL AND INTEREST.
This Agreement evidences the "Debtor's" obligation to repay the loan made to the "Debtor" by the "Lender" pursuant to the Loan Agreement, and the principal amount of the loan proceeds together with interest shall be repaid in the following manner.
(a) Payments shall be due (As agreed by both parties).
(b) Commencing on the date of this first draw-down, the note shall draw interest at the rate of 3 percent and be paid to the "Lender".
(c) The principal shall be paid in (As agreed by both parties)
(d) A late fee in an amount not to exceed 2% of the unpaid payment due becomes due if payment is not received within 15 days of the due date unless a waiver is granted by the "Lender".
(e) The payment of the entire outstanding balance of the indebtedness may be made prior to the maturity date hereof provided the timing of the payment is arranged with the Loan Provider, ARC INVESTORS LTD. The amount required to prepay this Note shall be the aggregate of the outstanding principal balance, including accumulated interest to the prepayment date, expenses, and late charges.
The "Debtor" hereby waives the presentment, demand of payment, protest, and any and all other notices and demands whatsoever. No waiver of any payment or other right by the "Lender" under this note shall operate as a waiver of any other payment or right.
This Note is secured by a subordinate lien position security interest in machinery, equipment, inventory and accounts receivable, located in the City of ______, ________ more specifically described in the Loan Agreement.
This note may be prepaid, at any time, as agreed by both parties.
This note shall be considered in default:
(a) Upon any default or failure to properly perform under the Loan Agreement dated _________, ________
(b) Upon any occurrence under such Loan Agreement by which this note may or shall become due and payable.
(c) Upon failure to pay any installment required hereunder on the date it is due.
(d) At any time that the "Lender" determines in good faith that the prospect of any payment required by this note is impaired.
In the event of continued default following fifteen (15) days written notice of the default, the "Lender" may, at its option, declare all unpaid indebtedness evidenced by this note and any modifications hereof, immediately due and payable, without further notice, and regardless of the date of maturity. The "Lender's" failure at any time to exercise its rights under this paragraph shall not constitute a waiver thereof. Should it become necessary to collect this note through an attorney, the "Debtor" agrees to pay all of the costs of collecting this note, including reasonable attorneys' fees to the extent permitted by law, whether collected by demand, suit, foreclosure or otherwise.
(7) BINDING EFFECT.
The provisions of this note shall both bind and benefit the "Debtor's" successors, assigns, guarantors, endorsers, and any other person or entity now or hereafter liable hereon.
Dated this ____ day of _________, _______.
DEBTOR WARRANTS AND COVENANTS: (1) That except for the security interest granted hereby Debtor is, or the extent that this agreement states that the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance; and that Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. (2) The Debtor agrees to do such acts and things as the Provider may from time to time request to maintain a valid security interest on the part of the Provider in the Collateral (free of all other liens and claims whatsoever) to secure the payment of the liabilities. (3) That no financing statement covering the Collateral or any thereof is on file in any public office and that at the request of the Secured Party, Debtor will join with Secured Party in executing one or more financing statements pursuant to the United Kingdom and Turkey Commercial Code in form satisfactory to Secured Party and will pay the cost of filing such financing statement, this security agreement and any continuation or termination statement, in all public offices wherever filing is deemed by Secured Party to be necessary or desirable. (4) Not so sell, transfer or dispose of the Collateral, nor take the same or attempt to take the same from the company where kept as above stated, without the prior written consent of the Secured Party. (5) To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.(6) Not to permit or allow any adverse lien, security interest or encumbrance whatsoever upon the Collateral, and not to permit the same to be attached or replevined. (7) That the Collateral is in good condition, and that he will at his own expense, keep the same in good condition. (8) That he will not use the Collateral in violation of any applicable statute and regulation. (11) That in the event this security agreement is placed in the hands of an attorney for enforcement Debtor will pay the reasonable attorney's fees of Secured Party, and will pay Secured Party any and all costs and expenses incurred in recovering possession of the Collateral and incurred in enforcing this security agreement, and the same shall be secured by this security agreement.
DEBTOR SHALL BE IN DEFAULT under this agreement upon the happening of any of the following events or conditions: (1) default in the payment or performance of any obligation, covenant or liability contained or referred to herein or in any note evidencing the same; (2) Fail to provide the CREDIT WRAP within 7 days of Loan Approval (3) any warranty, representation or statement made or furnished to Secured Party by or on behalf of Debtor is found to have been false in any material respect when made or furnished; (4) any event which results in the acceleration of the maturity of the indebtedness of Debtor to others under any indenture, agreement or undertaking; (4) loss, theft, damage, destruction, sale or encumbrance to or of any of the Collateral (5) death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Debtor or any guarantor or surety for Debtor.
UPON SUCH DEFAULT and at any time thereafter, or if it deems itself insecure, Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a secured party under the United Kingdom and Turkey Commercial Code. The secured party may assess a collection charge on each installment in default for a period of 15 days or more as an additional charge against the debtor(s), in an amount of $/Euro15,000.00.
No waiver by Secured Party of any default shall operate as a waiver of any other default on a future
occasion. The taking of this security agreement shall not waive or impair any other security said Secured
Party may have hereafter acquire for the payment of the above indebtedness, nor shall the taking of any
such additional security waive or impair this security agreement, but said Secured Party may resort to any
security it may have in the order it may deem proper, and notwithstanding any collateral security, Secured
Party shall retain its rights of setoff against Debtor.
All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns; and all
promises and duties of Debtor shall bind heirs, executors or administrators or his or its successors or
assigns. If there be more than one Debtor, their liabilities shall be joint and several.
This agreement shall become effective when it is signed by the Debtor.
Yours Sincerely, Borrower
Mr. Agrawal Ankur Mr…………..
Loan Provider Company/Client