TERM LOAN agreement # 05/ FOR DATED: June 3, 2011 BETWEEN:
Exhibit 99.1
TERM LOAN agreement # 05/ FOR
DATED: June 3, 2011
BETWEEN:
Sparrowhill Trading Limited, a company incorporated in British Virgins Islands whose registered
office is at: Trident Xxxxxxxx, X X Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Lender”)
and
FORREIELITE LIMITED, a company incorporated in Cyprus whose registered office is at: Xxxxxxxxx,
000, 0xx
Xxxxx,Xxxx Xxxxxx 000, Xxxxxxxxx, 0000, Xxxxxxx, Xxxxxx (the “Borrower”).
whereas
the Lender agreed to provide a term loan to the Borrower,
this Agreement sets out, in writing, the terms and conditions upon which this term loan will be
made available.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 Definitions: In this Agreement:
“Applicable Rate” means 5.5 per cent per annum;
“Business Day” means a day, excluding Saturdays and Sundays, on which banks are generally open for
business in Nicosia, London, Moscow and New York;
“Drawdown Date” means the date on which the Loan was actually advanced by the Lender to the
Borrower;
“Final Repayment Date” mean the date as may be agreed by the parties from time to time;
“Interest Payment Date” means the last day of an Interest Period as determined in accordance
with Clause 3;
“Loan”
means the loan advance of US$ 108 000 000.00 (One hundred eight million US Dollars); and
“Termination Event” has the meaning described in Clause 6.
1.2 Interpretation: In this Agreement:
(a) The headings are for ease of reference only and shall not be taken into account in construing
this Agreement;
(b) Words importing the singular shall include the plural and vice versa; and
(c) References to Clauses are to clauses of this Agreement.
2. The Loan
2.1 Amount: The Lender advanced the Loan to the Borrower on the Drawdown Date. The Lender and the
Borrower agree that the Loan is made, on the terms and conditions of this Agreement.
3. Interest
3.1 Rate and accrual of interest: The Loan shall bear interest at the Applicable Rate with effect
from the Drawdown Date, which shall accrue from day to day (on the basis of a 365 day year), upon
the principal amount of the Loan outstanding and not yet repaid under this Agreement.
3.2 Payment of interest: Interest which has accrued on the Loan in accordance with Clause 3.1
shall be payable by the Borrower to the Lender on each Interest Payment Date. 3.3. The duration of
each Interest Period shall be 3 (three) Months, the first interest Period shall start on the
Drawdown Date.
4. Repayment
4.1 Final Repayment Date: Unless and to the extent already repaid under this Agreement, the
Borrower shall, on the Final Repayment Date, repay to the Lender:
(A) the Loan together with all interest accrued thereon and not yet paid; and
(B) all other amounts due from the Borrower to the Lender under this Agreement and not yet paid.
4.2 Early repayment: The Borrower shall be entitled at any time to repay all or part of the Loan.
Any repayment under this Clause 4.2 shall be made together with accrued interest on the amount
repaid.
5. Payments
5.1 Method and timing: All payments under this Agreement must be made in immediately
available and freely transferable funds. Each payment must be for value on the due date. All
payments are to be made in US dollars.
5.2 Accounts: Each payment by the Lender to the Borrower, and by the Borrower to the Lender, shall
be made to the accounts details of which have been notified to each prior to the date of this
Agreement. The Borrower or the Lender may change its receiving account by not less than five
Business Days’ notice to the other. The Lender will maintain a record of all amounts owing by the
Borrower to it under this Agreement. This record shall be binding on the Borrower (absent manifest
error).
5.3 Payment in full: All payments by the Borrower will be made in full though if Parties agree they
can set off mutually monetary obligations under the separate set off agreement, No payment will be
made net of a withholding or deduction unless this is required by law.
6. Termination Events
6.1 Termination Events: Each of the following is a Termination Event:
(A) Insolvency and reorganisation: Any procedure is commenced with a view to the winding-up, re-organisation or
rescue of the Borrower as a going concern or with a view to the appointment of an administrator,
trustee in bankruptcy, judicial manager, liquidator or similar
official in relation to the Borrower or any of its assets. This procedure may be a court procedure
or any other step which under applicable law is a possible means of achieving any of those results.
This will not be a Termination Event, however, if the procedure is instituted frivolously or
vexatiously and discharged to the satisfaction of the Lender within 30 days of the date on which it
is instituted. For the purposes of this sub-Clause a reorganisation will mean a process which
results or will result in the Borrower ceasing to exist or in all or a substantial part of the
liabilities of the Borrower being cancelled or deferred or (where not previously so) subordinated.
(B) Enforcement of security and attachment: The holder of any security over any asset of the
Borrower takes steps to enforce that security. Any asset of the Borrower is subject to attachment
or execution or similar process and such event would have, in the opinion of the Lender, a material
adverse effect on the Borrower’s capacity to meet its obligations under this Agreement.
(C) Inability to pay debts: The Borrower is unable to pay its debts as they fall due or admits
its inability to do so.
(D) Insolvency equivalence: Anything analogous to any of the events described in paragraph (A)
to (C) occurs in any jurisdiction.
7. Consequences of a Termination Event: If a Termination Event occurs the Lender may by notice to
the Borrower demand immediate repayment of the principal amount of the Loan then outstanding
together with all interest accrued thereon and not yet paid. In the case of a demand for repayment
the Borrower agrees to pay the Lender in accordance with the notice sent by the Lender to it.
8. Notices
8.1 Nature of Notices: No notice delivered under this Agreement may be withdrawn or revoked. Each
notice delivered by the Borrower must be unconditional.
8.2 Delivery of Notices: A notice under this Agreement will only be effective if it is in writing
and received. Telexes, faxes and emails are permitted.
8.3 Address details: Notices will be delivered to the address of the intended recipient, or given
to the authorised recipient, as under the name of each party on the signature page of this
Agreement. A party may change its address details by not less than five Business Days’ notice to
the other party.
9. Miscellaneous
9.1 Third Party Rights: The parties to this Agreement do not intend that any term of this Agreement
should be enforceable, by virtue of the Contracts (Rights of Third Parties) Xxx 0000, by any person
who is not a party to this Agreement.
9.2 Waivers and amendments: A waiver or amendment of a term of this Agreement will only be
effective it if is in writing.
9.3 Exercise of rights: If the Lender does not exercise a right or power when it is able to do so
this will not prevent it exercising that right or power. When it does exercise a right or power it
may do so again in the same or a different manner. The Lender’s rights and remedies under this
Agreement are in addition to any other rights and remedies it may have. Those other rights and
remedies are not affected by this Agreement.
9.4 Counterparts: There may be several signed copies of this Agreement. There is intended to be a
single Agreement and each signed copy is a counterpart of that
Agreement.
10.
Governing Law and Jurisdiction
10.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the
laws of England and Wales.
10.2 Submission to Jurisdiction: The courts of England are to have jurisdiction to settle any
disputes in connection with this Agreement. This submission is irrevocable and for the exclusive
benefit of the Lender. It docs not prevent proceedings being commenced in the courts of any other
country or in the courts of more than one country at the same time. The Borrower also irrevocably
waives any objection to proceedings in any court mentioned in this sub-Clause and any claim on the
grounds of forum non convenience. It also agrees that a judgment in any proceedings brought in
any such court will be conclusive and binding on it and may be enforced in any other court.
IN WITNESS WHEREOF this Agreement has been executed in two originals by the Lender and the
Borrower and is intended to be and is hereby delivered on the date first above written.
SIGNATURES
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