www.alshaikhgrp.com Our Ref: SHG/6/17
THIS AGREEMENT, executed upon the date of acceptance indicated below, is for the professional association and investment funding of the agreed project (s) by the Investor / Lending Company and the Client’s Company.
CONTRACT CODE: VC-2017-A472-E9405
ALSHAIKH GROUP REFERED AS (LENDER)
A Lending Company that represents a lawful investment / funding source with address at DAR AL-AWADHI TOWER AHMED AL-JABER STREET SHARQ P.O.BOX 29927 SAFAT 13160 KUWAIT
............. .......... REFERED AS (BORROWER)
The Client Company that represents the principal borrower with address at: Address:.......... .............. .......
WHEREAS, the Client Company desires to undertake an initial loan to funds its project.
WHEREAS the first party is a Financial Investor, who would like to make a direct LOAN to the Second Party for the amount of US$..... .....(....... ..............) hereinafter referred as LOAN PROJECT FUNDING and whereas, the Second Party is a holding company which has diversified businesses activities.
WHEREAS the Second Party is willing to accept the loan amount and the First Party is prepared to co-operate with the Second Party in that respect.
The RECITALS set forth above constitute an integral part of this Agreement at all time and considered as a fundamental condition to execute it.
THEREFORE, in consideration of the foregoing facts, terms, conditions and mutual representations and covenants hereinafter set forth, the Parties hereto agree as follows:
ARTICLE 1 – PURPOSE OF THIS AGREEMENT
The purpose of this Agreement is to define the contractual relation between the First Party and the Second Party.
ARTICLE 2 – RIGHTS GRANTED
Subject to the terms and upon the conditions set forth herein, throughout the term and conditions of this Agreement, the First party hereby accepts to make a direct investment to the Second Party for the amount of US$....... ......(...... .....) and the Second Party hereby accepts to use and invest for projects.
ARTICLE 3 – PURPOSE
The First Party shall provide the loan amount for the general working capital for development and execution of the Second Party’s project.
ARTICLE 4 – LOAN FUND
The Lending Company indicates that the loan amount would be released as agreed amount of US$..... ....... (....... ....) in ONE tranches TRANSFER through Central Bank of Kuwait for investment purposes. Below is the second party account details
ARTICLE 5 – CONTRACT TERM
The First party takes 2% interest rate annually of the total loan for 15 years with a 2 years grace period. 1% interest goes to the broker. Making it 3% payable yearly by the second party. The 2 years grace is also applicable to the 1%.
The Second part makes the first payment of the interest rate of the loan after 2 years of investment annually till the end of the loan period agreed with the First party
The First party does not part take in any stake of the company of the Second part whatsoever as it is the policy of the First party as is only interested in the interest rate of the loan given to the second party.
The proof of transfer should be obtained from the receiving bank of the Second Party, as evidence that the money has been received by the Second party to identify the validity and starting date of this Agreement.
This agreement shall become effective only on the date that the total loan fund is transferred, entered and availed into the account of the Second party and shall be valid for an initial term of 15 (FIFTEEN) full consecutive years
The Second party should transfer the percentage interest amount yearly or handed over to any account or person authorized by the First Party.
The Second Party will have to receive the loan amount by wire transfer immediately after having the LOAN AGREEMENT signed by both Parties for sealing and making it enter into force.
ARTICLE 6 – TERM AND CONDITIONS
The First Party will provide the Second Party with the amount specified in Article 4 based on the following specific terms and conditions.
A written Instruction or authorization letter should be provided for the First Party after 2 years to avail the percentage payment, and proof of such payment should be maintained by the Second Party as evidence yearly at all time
It has been agreed that the Loan amount provided is to fund project as agreed and does not entitle the First Party to any rights in the Second Party properties nor any management rights in any of the Second Party’s companies or activities, more over the First Party is not allowed to interfere at any time or claim any right to do so.
Afterwards, this Agreement shall be renewed by tacit consent for equal period(s), unless previously terminated by either party (12) months prior to the expiration of any of the following renewal period(s).
The Second party will DEPOSIT 0.1% of the total loan amount for the INSURANCE SURETY BOND with KUWAIT QATAR INSURANCE COMPANY which is a REFUNDABLE DEPOSIT at the end of the LOAN period unless there is a default from the borrower in any way to pay back the loan and interest rate as agreed with the First party then the insurance company will pay back the total loan amount and interest rate to the First party and the 0.1% deposit will be taken by the insurance company without REFUNDING back the deposit to the Second party. This is a full premium deposit to obtain the SURETY BOND to secure and activate your loan fund transfer to your account within 72 hours.
The purpose of obtaining this loan is for ........ ............ ...... ....... ... The lender and the insurance company together with the bank funding must visit the project site often unannounced to monitor the project as it is stated in the BUSINESS PLAN and the investment till the end of the loan period.
ARTICLE 7 – AGREEMENT PARAMETERS
It has been agreed that the financial year of the Second Party’s corporate activities for the purposes of this Agreement commence on the 1st of January and end on the 31stof December of each year except for the first financial year which shall begin at the time of executing of this Contract and until the 31th of December of the same year.
It has been agreed by both parties that the percentage should be calculated on a yearly basis after 2 years grace period.
Percentage shall be paid accordingly by the Second Parties yearly, after 2 years grace period.
In the event of any uncompleted year calculation, the profit should be calculated on a daily basis and the total days of the year should be considered as 365 (three hundred and sixty-five) days.
The First Party guarantees that the loan amount is generated from commercial contract activities and confirms that the funds transferred are of non-criminal provenance do not legally contravene any governing money laundering laws and are free of any liens and/or encumbrances and earned
ARTICLE 8 – PROFIT AND LOSS
Both Parties have agreed that the profit generated by this investment or any other activities of the Second Party and the First Party have no rights whatsoever to claim any profit even if it has been generated through the support of the First Party, unless it is pre-agreed by both Parties in writing In addition to the usual and customary investor rights, the investor would have fund supervision / monitoring rights with the client's when necessary.
ARTICLE 9 – EXPIRATION AND CANCELLATION
This Agreement shall expire as provided in Article 5 hereon. It may also be terminated by either party for any of the following reasons and conditions.
The loan fund will be transferred to the second party after all clearance by the second party and signed the both documents and surety bond deposit made.
If the Loan amount agreed in this Agreement has not been availed to the Second Party for whatsoever reason, this Agreement will be automatically cancelled and neither party has any rights or jurisdiction to claim any compensation or amount from the other party. Only the Surety Bond deposit will be refunded back to the Second party’s bank account immediately by the insurance company within 48 hours
The unanimous decision of both Parties to cancel this Agreement at the terms and conditions agreed and specified at that particular time.
If the Second Party fails to pay the percentage interest agreed to the First Party after 2 (TWO) consecutive years
Anyone of the Parties could cancel the agreement after settling its liabilities to the other party in the Following way:
If the First Party wishes to cancel at any time it should pay to the Second Party the following amount:
For cancellation in any of the first 2 (TWO) years an amount of 30% (Thirty per cent) of the total Investment Amount provided will be deducted from the fund on the date of returning the Investment Amount in additional to the current year profit (to be deducted) by the Second Party.
For cancellation before the end of the last year of the Agreement an amount of 10% (Ten percent) of the total Investment Fund provided, where it will be deducted from the fund amount on the date of returning in additional to the current year profit (to be deducted) by the Second Party.
The First Party has the full rights to terminate the Contract without any penalty or deduction if the Second Party fails to pay the agreed percentage after 2 (TWO) consecutive years.
The Second Party can terminate this Agreement at any time by paying back the Investment Amount in additional to 10% (Ten percent) of the total fund or last year profit, whichever is higher.
Any termination of this Agreement shall not impair any rights or remedies of any party hereto neither accrued prior to the termination nor relieve any party of its obligations accrued prior to such termination.
ARTICLE 10 – CONFIDENTIALITY
The Parties hereto agree to respect the confidentiality nature of information which they receive during the term of this Agreement, including information concerning the sale, distribution, financial statements, banks or accounts information of the company or the signatory of this Agreement, and they undertake to keep such information strictly confidential during the said term, and after the termination or non-renewal of the Agreement, applying to all of the agreements, promises, proposals, statements, and understandings, inclusively previous or subsequent negotiations (written or verbal) performed by the Parties, being these actions done directly or indirectly by the Parties, altogether or separately, and they will likewise be applied to all and any agreement or future understanding that may be signed between the Parties.
ARTICLE 11 – WAIVER
No forbearance on the part of either party in enforcing its rights under this Agreement, nor any renewal, extension, or rearrangement of any payment or covenant to be performed by the other party hereunder shall constitute a waiver of any term of this Agreement or a forfeiture of any such right.
ARTICLE 12 – NOTICE
Any notice demand, request, consent, approval, designation, specification or other communication given or made, or required to be given or made hereunder, shall be in writing and shall be hand- delivered or sent by registered air mail (postage fully prepaid) addressed to the Parties in the manner set forth below :
(i) If to the First Party;
(ii) If to the Second Party; or
(iii) To such other address of facsimile or telex number or person as either party may hereafter designated.
12.2 A notice shall be deemed to have been given and received:
(i) When left at the appropriate address if hand-delivered or sent by registered mail;
(ii) When actually received if sent by facsimile or electronic data exchange; or
(iii) When dispatched and the correct answerback received if sent by telex or fax.
ARTICLE 13 – FORCE MAJEURE
Non-compliance by either the First Party or the Second Party owing to Force Majeure with any of the said obligations shall not lead to the termination of this Agreement provided either the First Party or the Second Party has, as soon as possible under the circumstances, notified the other party in a letter sent by registered mail, of the reason for non-compliance. Pursuant to this Clause, Force Majeure shall be deemed to be any unforeseeable and irresistible event provoked by an external cause, which constitutes an obstacle to the performance of an obligation, such as foreign or civil war, riots, acts of public enemies, general strikes, sabotage, piracy, fire, explosion, natural disasters and act of local government and parliamentary authority.
If any of the Force Majeure above mentioned events has happened, the Parties agree to interrupt the Agreement for the period of such event until the activities resume normally.
ARTICLE 14 – GOVERNING LAW AND JURISDICTION
All differences concerning the validity, the interpretation or the performance of this Agreement shall be finally settled under the rules of conciliation and arbitration of the international Chamber of Commerce by a single arbitrator appointed in accordance with the said rules. The seat of such arbitration shall be Geneva, Switzerland, and the language of such arbitration shall be English.
This Agreement shall in all respects be governed and construed in accordance with the Law of the Country that the Agreement has been executed, delivered and performed within.
ARTICLE 15 – MISCELLANEOUS PROVISIONS
This private instrument constitutes an agreement between the Parties relatively to the handling of confidential information, applying to all of the agreements, promises, proposals, statements, understandings and previous or subsequent negotiations, written or verbal, performed by the Parties concerning to this business negotiation, being these actions done directly or indirectly by the Parties, altogether or separately, and they will likewise be applied to all and any agreement or future understanding that may be signed between the Parties.
The provisions in this Agreement will always prevail and eventual arrangements may be amended only by a written document signed by both Parties or by their duly authorized representatives.
This Agreement supersedes all prior agreements between the Parties (written or oral) and is intended as a complete and exclusive statement of the terms of the Agreement between the Parties.
All reference to a year or a month shall mean a calendar year and a period of 30 (thirty) days respectively.
In the event that this Agreement is translated into any other language, the English language version hereof shall govern.
By signing this Agreement, its force is immediate. The transmission of any documents by fax and e-mail will be considered by the signatory Parties with the same effect of original documents, inclusively this Agreement.
Arising divergences regarding the interpretation of this Agreement, the execution of the obligations resulting from it, or establishing in it the existence of blanks, the Parties will solve such divergences, according to the principles of good faith, equity, reasonableness, and economic and, will fill the blanks with stipulations that, presumably, would have corresponded to the Parties, in the respective occasion.
The parties herby agrees that expenses that might be made by the Second party In this period of the release and transfer of the Principle investment Funds Will be added to the principle sum on completion of the Transaction hand over and transfer.
The parties have caused this Agreement to be executed by their duly authorized representatives of the date set forth herein above Parties hereby acknowledges that it has received a signed copy of this Agreement.
As used in this Agreement, the following terms shall have the following respective meanings: “Funding” means the amount of money injected into the Second party company’s project by the investor. “Investment act” means the Security and Exchange Commission, or any other federal agency at the time administering the Investment Acts.
The terms of this agreement is subject to the laws of the I.C.J investment Act. Upon execution of This Agreement by signature below, the Parties agree that they are bound and inure by the terms of this agreement.
Name of Company:
Name of Company:
Investor Representative / Representative.
Name: Walton Patrick
Name of Company: GLOBAL FINANCING SERVICES LIMITED