LOAN AGREEMENT DATE
Exhibit 10
DATE
PARTIES:
| (1) | TELCO INVEST LIMITED whose Registered Office is 0-00 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx X0X0XX | |||
| and | ||||
| (2) | Tricell Distribution Ltd whose address/Registered Office is Tricell Distribution Ltd, Xxxxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxxx XX00 0XX | |||
OPERATIVE PART:
| 1 | Interpretation |
| 1.1 | In this agreement unless the context requires otherwise the following expressions will have the following meaning: |
| Expression | Meaning | |||
1.1.1
|
Advance Date | date money is to be paid to the Borrower pursuant to a Request For Funding | ||
1.1.2
|
the Borrower | Tricell Distribution Ltd | ||
1.1.3
|
Close of Business | 5pm | ||
1.1.4
|
Funding Charge | 50% of the Gross Profit together with any penalty charged to the Borrower in respect of each funding loan made |
| Slongden/Telco | 1 |
1.1.5
|
Goods | mobile-telephone handsets or accessories to be described in the Request For Funding | ||
1.1.6
|
Gross Profit | total sale price less total purchase price excluding VAT as set out in the Request For Funding | ||
1.1.7
|
the Lender | Telco Invest Limited | ||
1.1.8
|
Lenders Business Premises | Xxxxxxxx Xxxxx, 0xx Xxxxx, 00-00 Xxxxx Xxxxxx, Xxxxxxx XX0 0XX |
||
1.1.9
|
Loan Period | expected period of the loan in days as set out in the Request For Funding | ||
1.1.10
|
Normal Business Hours | 9am – 5pm | ||
1.1.11
|
Penalty | 50% of the Gross Profit divided by the Loan Period | ||
1.1.12
|
Principal Sum | Ä2,000,000.00 (Two Million Pounds – Sterling) | ||
1.1.13
|
Request For Funding | a document in the form attached hereto providing |
| Slongden/Telco | 2 |
| The following details of the deal: | ||||
| 1) No. of Units to be purchased | ||||
| 2) Purchase price | ||||
| 3) Sale Price | ||||
| 4) Loan Period | ||||
| 5) Gross profit expected | ||||
1.1.14
|
Required Sum | the sum required by the Borrower up to a maximum of the Principal Sum as set out in the Request For Funding |
| 2 | The Lender agrees to make available to the Borrower the Principal Sum on the date hereof to provide a facility for a short term funding loan to be used by the Borrower, for the purpose of purchasing the Goods for immediate resale at a profit. | |||
| 3 | The Borrower covenants with the Lender as follows: | |||
| 3.1 | to provide the Lender on the Advance Date with a Request For Funding, a reasonable amount of time prior to the Principal Sum being required by the Borrower and to: |
| 3.1.1 | fax and e-mail the Request For Funding to the Lender to 01785 286455 and xxx@xxxxxxxxxxx.xxxxx.xx.xx or xxx@xxxxxxxxxxx.xxx respectively |
| Slongden/Telco | 3 |
| 3.1.2 | telephone the Lender on 00000 000000 to notify that the Request For Funding will be sent in advance of it being faxed and e-mailed |
| 3.2 | to repay to the Lender the Principal Sum during the Loan Period by the Close of Business on the last day of the Loan Period | |||
| 3.3 | to pay to the Lender 50% of the Gross Profit by the Close of Business on the last day of the Loan Period arising on the sale of the Goods. | |||
| 3.4 | to pay to the Lender the Penalty for each day that the Borrower defaults on the repayment terms of the agreement set out in clauses 3.2 and 3.3 | |||
| 3.5 | to provide the Lender with copies of the purchase orders and sales invoices detailed in the Request For Funding at the Close of Business on the last day of the Loan Period if requested to do so by the Lender | |||
| 3.6 | the parties agree that any further advance from the Lender to the Borrower shall be on the same terms as this agreement. | |||
| 4 | The Lender Covenants with the Borrower as follows: |
| 4.1 | to make a decision as to whether to provide the Required Sum within 1 hour of the Request For Funding being received at the Lender’s Business Premises within Normal Business Hours but the Lender shall not be bound to accept any Request For Funding received. | |||
| 4.2 | to issue to the Borrower an invoice in respect of the Funding Charge for each completed funding lean made to the Borrower no later than the last day of the calendar month in which the Required Sum was advanced. | |||
| 5 | The whole of the Principal Sum or the balance of it for the time being unpaid will become due and payable with interest calculated at Barclays Bank base rate which is |
| Slongden/Telco | 4 |
| currently set at 4.75% to the date of actual payment immediately if the Borrower goes into liquidation or has a administrator appointed over its assets. |
SIGNED by the Parties on the date at the head of this agreement
SIGNED AS A DEED AND DELIVERED by
Telco Invest Limited in the presence of:
and
Tricell Distribution Ltd
SIGNED AS A DEED AND DELIVERED by
[ ] in the presence of:
DATED: 2005
AMS Law
Solicitors
00/00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx
X0 0XX
| Slongden/Telco | 5 |
REQUEST FOR FUNDING
DATE:
REQUEST NO:
THE DEAL PROPOSED |
||||
THE GOODS |
||||
UNIT PURCHASE PRICE |
£ | |||
UNIT SALE PRICE |
£ | |||
GROSS SALE PRICE (excluding VAT) |
£ | |||
GROSS PURCHASE PRICE (excluding VAT) |
£ | |||
| GROSS PROFIT | £ | |||
| 50% GROSS PROFIT | £ | |||
REQUIRED SUM |
||||
LOAN PERIOD |
........ DAYS FROM THE DATE HEREOF | |||
BANK A/C LOAN TO BE PAID TO: - |
||||
| BANK | ||||
| SORT CODE | ||||
| ACCOUNT NUMBER | ||||
| SWIFT CODE | ||||
| Slongden/Telco | 6 |
