Facility Agreement
Exhibit 4.3
[Missing Graphic Reference]
FACILITY AGREEMENT Reference number TIMLAFILT to Master Loan Agreement Reference No. TIMLALT (the “Master”), is entered Into as of the date August 26, 2013 (the Effective Date )
BETWEEN
(1) CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation, having its registered office at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, XX 00000-0000, Xxxxxx Xxxxxx of America ("Lender"); and
(2) XXX CELULAR S/A, a limited liability company organized and existing under the laws of the Federative Republic of Brazil, having its address and principal place of business at Avenida Xxxxxxxx Xxxxxxx, n° 7,143, in the city of São Paulo, State of São Paulo, Brazil, with commercial license number (Tax Payer Register) CNPJ 04.206.050/0001-80 (“Borrower”).
OPERATIONAL
(A) This agreement constitutes a facility agreement under the Master (the “Facility Agreement”).
(B) The Lender agrees to grant to the Borrower the Facility described below to finance IT Solutions; and
(C) Capitalised terms or expressions not defined herein have the same meanings set out in the Master.
FACILITY DETAILS
|
Availability Period End Date
|
:
|
February 28, 2014
|
|
Term
|
:
|
The term of each Loan should be 60 Months with Semi Annual Payments
|
|
Rate of Interest
|
:
|
The term for a specific drawdown agreed between the Borrower and the Lender in the relevant Request for Borrowing.
|
|
Default Rate
|
:
|
3.8% (Three point Eight percent) per year
|
|
Facility Limit
|
:
|
$50,000,000.00 (Fifty Million and 00/100 United States Dollars
|
|
Third Party Limit
|
:
|
40% (forty percent)
|
|
Minimum Drawdown Amount
|
:
|
$300,000.00 (Three Hundred Thousand and 00/100 United States Dollars)
|
|
Maximum Drawdown Number
|
:
|
$50,000,000.00 (Fifty Million and 00/100 United States Dollars)
|
|
Services Agreement
|
:
|
Not applicable
|
|
Legal name and address of Security Provider
|
:
|
Not applicable
|
1. Representations and Warranties
The Borrower acknowledges that the Lender has entered into this Facility Agreement in reliance upon the representations and warranties set out in Clause 6 of the Master and represents and warrants to the Lender of the date of this Facility Agreement as set out in Clause 6 of the Master.
In addition to the Clause 6 of the Master, the Borrower hereby confirms that the Bacen has approved the financial conditions of the Facility Agreement and attaches hereto a printout of the ROF approval of the Bacen.
2. Additional Conditions Precedents
The Lender shall receive following documents and evidence, satisfactory to the Lender in form and substance:
1. a. a copy of the ROF
3. Condition Subsequent
Within thirty (30) days after the disbursement of a Loan hereunder, the Borrower shall present to the Lender a printout of the Schedule of Payments related to the Loan issued by the Central Bank of Brazil, which must be in accordance with the terms and conditions agreed upon by the Parties.
4. Additional Provisions
Section 3.6 (Application of each Loan) of the Master are hereby replaced in its entirety to the following:
3.6 Application of each Loan The entire principal amount of the Loan shall be paid by the Borrower to the Authorized Supplier indicated by the Borrower to the Lender in connection with the Equipment described in the Invoices and/or Supplier Certificate attached to the Request for Borrowing, Within 90 days (Ninety) days after the Lender has disbursed the Loan, the Lender may contact directly the Authorized Supplier in order to obtain the evidence (proof of payment) that all the Invoices have been properly received by the Authorized Supplier. In case the Lender does not receive any positive response from the Authorized Supplier in a reasonable time, Lender shall keep the right to request the proof of payment of the 50 (Fifty) largest Invoices, selected by the Lender, that have been properly received by the Authorized Supplier directly from the Borrower, who remains the ultimate responsible for providing such evidence.
Section 10.1 (Withholdings and deductions for Tax) of the Master are hereby amended to include the following paragraph:
10.1.1: “Notwithstanding the above, the Borrower shall not be required to increase payments for the withholding tax on Interest if the Borrower presents an original or certified copy of a receipt evidencing payment thereof within thirty (30) days of payment of such withholding tax.”
This Facility Agreement replaces and supersedes the one executed by the Borrower on June 21, 2013.
THE PARTIES CONFIRM THAT THEY HAVE READ THIS FACILITY AGREEMENT AND THE MASTER AND AGREE TO BE BOUND BY THEM. EXECUTED BY THE PARTIES AND THE 2 (TWO) WITNESSES SIGNED HEREUNDER WITH ALL SIGNATURES DULY NOTARIZED ON THE DATE SET OUT BELOW.
|
CISCO SYSTEMS CAPITAL CORPORATION
(authorized signatory and company stamp)
|
XXX CELULAR S/A
(authorized signatory and company stamp)
|
|
Date:_ 9.18.2013 _________________________
By:___ /s/ Xxxxxxx Baker___________________
Name:_Deborah Baker_____________________
Title:__Director of Operations, Americas_______
|
Date:__28.Ago.2013________________________
By:____/s/_Paolo Barroero___________________
Name:_Paolo Barroero______________________
Title: XXX Celular S. A. Fianças e Tesou aria_
|
|
Witnessed by:
1.__/s/_Bruno xx Xxxxx Lima Bordin __________
Name: Xxxxx xx Xxxxx Lima Bordin
ID: 21.203.827.7
|
Witnessed by:
2._ /s/_Bruno Mendes Xxxxxx ________________
Name: Xxxxx Xxxxxx Xxxxxx
ID: Fianças - Cash Management
|
