SCHEDULE AGREEMENT
SCHEDULE
AGREEMENT
THIS
AGREEMENT is
made the 9th day of
November, 2007 BETWEEN
GlobalBank
of Commerce Limited, a banking corporation duly incorporated under the laws
of
Antigua and Barbuda with registered office situated at Island House, St John’s,
Antigua (the
“Bank”)
and Xxxxx
Capital Inc., a corporation registered under the laws of Delaware, USA (the
“Account Holder”).
WHEREAS
By
Certificate of Deposit dated the 9th day of November, 2007 (“CD”) the terms
of
which
are incorporated by reference herein, the Account Holder has placed the
sum
of US
$20,000,000.00 into a fixed deposit with the Bank at an interest rate of
5.00%
per
annum, for a term of three years (“the Deposit”) upon such terms
and
conditions
as are hereinafter contained.
IT
IS NOW AGREED as follows:
1.
In consideration of the Deposit, the Bank and the Account Holder hereby agree
that
the Bank
shall have the irrevocable right and option without limitation and at
its
sole
discretion to swap the CD and all the rights and obligations contained
therein
at any
time during its term with that certain Annuity Policy evidenced by
certificate
#NPH-SWAP-2007-GBC-0l (“the Annuity”) issued to the Bank by NatProv
Holdings
Inc. a corporation registered under the laws of the British Virgin
Island
and authorized to issue insurance products and services (the“Annuity
Issuer”) annexed hereto as Schedule A.
2.
The Account Holder hereby irrevocably agrees to the swap by the Bank of the
CD
with
the
Annuity (the “Swap”) and agrees to exchange and accept the terms
and conditions
of the CD with the terms and conditions contained in the Annuity
Policy.
Agreement
—OBC to Xxxxx Capital Inc.
1
3.
The Account Holder acknowledges and agrees to the terms of Annuity which are
annexed
hereto
in Schedule A hereto and forms part of this Agreement
4.
The Account Holder acknowledges and agrees that the interest rate of the Annuity
shall
be
adjusted at the time of the Swap to reflect the interest rate stated in the
CD.
5.
The Bank and the Account Holder hereby agree that subject to the prior written
agreement
of both
parties having been obtained, the CD may be exchanged from time
to time
with any other investment instrument provided by the Bank provided
that
the Swap
right and option shall be preserved and transferred to such other
instrument.
6.
The Account Holder hereby represents and warrants to the Bank that the deposit
and
the
terms of investment authorized and agreed herein in respect of the CD and
the
Annuity
(i) does not and will not violate, conflict or result in the breach of the
articles
of
incorporation by-laws or other organizational documents and authority
of
the
Account Holder; (ii) does not conflict with or violate any law or
governmental
order
applicable to the Account Holder; (iii) does not violate, conflict
with or result in the breach of any regulatory or licence requirements
applicable
to the
Account Holder and that the persons authorized to execute this
Agreement
and the
CD on behalf of the Account Holder have been duly authorized
in
accordance with the terms of its organizational documents.
7.
The Bank hereby represents and warrants to the Account Holder that deposit
and
the
terms of
investment authorized and agreed herein in respect of the CD and the
Annuity
(i) does
not and will not violate, conflict or result in the breach of the
articles
of
incorporation by-laws or other organizational documents and authority
of
the
Bank; (ii) does not conflict with or violate any law or governmental order
applicable
to the
Bank; (iii) does not violate, conflict with or result in the breach
of
any
regulatory or licence requirements applicable to the Bank and that the
persons
authorized to execute this Agreement, the CD and the Annuity on behalf
of
the Bank
have been duly authorized in accordance with the terms of its organizational
documents.
Agreement
—OBC to Xxxxx Capital Inc.
2
8.
This Agreement shall be governed by the laws of Antigua and
Barbuda.
IN
WITNESS WHEREOF the parties hereto have
hereunto set their hands respectively the
day and
year above written.
SIGNED
by
)
for
and
on behalf of GLOBAL BANK
OF ) /s/
Xxxxx Xxxxxx
Xxxxx
COMMERCE
LIMITED before
and
)
in
the
presence
of:
)
Solicitor
SIGNED
by
)
for
and
on behalf of XXXXX
) /s/
Xxxxxx
Xxxxxxx
CAPITAL
INC.
)
before
and in the presence
of: )
Notary
Public
Agreement
—OBC to Xxxxx Capital Inc.
3
VERIFICATION
OF EXECUTION OF THE
FOREGOING
AGREEMENT
I,
the
undersigned, HEREBY CERTIFY that the above-named appeared
before
me on the day of November 2007 and after being properly identified
acknowledged
the
above signatures to be its/his/hers and that it/he/she had freely and
voluntarily
executed
this instrument and understood its contents.
Solicitor
VERIFICATION
OF EXECUTION OF THE
FOREGOING
AGREEMENT
I,
the
undersigned, HEREBY CERTIFY that the above-named appeared
before
me on the day of November 2007 and after being properly identified
acknowledged
the
above signatures to be its/his/hers and that it/he/she had freely and
voluntarily
executed
this instrument and understood its contents.
Notary
Public
Agreement
—OBC to Xxxxx Capital Inc.
4
SCHEDULE
A
ANNUITY
POLICY
#NPH-SWAP-2007-GBC-01
Agreement
—OBC to Xxxxx Capital Inc.
5
|
GLOBAL
BANK OF COMMERCE, LTD.
|
|
|
GLOBAL
XXXXXXXX XXXXXX, X.X XXX X0000 XX.XXXX’S ANTIGUA, W.I.
|
ACCOUNT
NO: 000-000-00
|
|
TEL:
(000) 000-0000 FAX: (000)
000-0000 WEBSITE: xxx.xxxxxxxxxx.xx
|
|
|
Date:
9th
November 2007
|
Xxxxx
Capital, Inc.
000
Xxxxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
XXX
WE
CONFIRM YOUR FIXED DEPOSIT AS FOLLOWS:
|
FROM
|
TO
|
RATE
|
CURRENCY
|
AMOUNT
|
|
9th
November, 2007
|
8th
November, 2007
|
5.00%
per annum
|
USD
|
20,000,000.00
|
|
INTEREST
|
3,000,000.00
|
|||
|
TOTAL
AT MATURITY
|
23,000,000.00
|
|
DETAILS:
|
|
|
· This
Certificate and the Deposits referred to herein shall be governed
in all
respects by the laws of Antigua and Barbuda
|
|
|
· This
Certificate carries a three year term and no withdrawals before
maturity
are permitted. Interest will be accrued and paid at maturity
only.
|
CERTIFICATE
OF DEPOSIT
NON
TRANSFERABLE
|
|
· This
Certificate is subject to the terms and conditions contained in
the
Schedule
hereto which Schedule is deemed to be part hereof.
|
Authorised
Signatory Authorised
Signatory
