Exhibit 10.19
EXECUTION COPY
DATED THE DATE SPECIFIED IN THE SCHEDULE
LOAN AGREEMENT
BETWEEN
XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL
(THAILAND) HOLDINGS LIMITED
and
XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL
(CAYMAN) HOLDINGS LIMITED
Exhibit 10.19
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THIS LOAN AGREEMENT is dated the date specified in the Schedule.
BETWEEN
(1) XXXXXXXXX TELECOMMUNICATONS INTERNATIONAL (THAILAND) HOLDINGS LIMITED
("Borrower"); and
(2) XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL (CAYMAN) HOLDINGS LIMITED
("Lender")
WHEREAS
The background of this transaction is set out in the Schedule.
IT IS AGREED as follows:
1. DEFINITIONS
In this Agreement:
"Business Day" means a day (other than a Saturday or a Sunday) on which
banks are open for general business in each of the Business Day Locations.
"Business Day Location" means each of the locations specified as such in
the Schedule.
"Drawdown Date" means each date on which each Loan is made available to the
Borrower.
"Effective Date" means the date specified as such in the Schedule.
"Governing Jurisdiction" means the jurisdiction specified as such in the
Schedule.
"Governing Law" means the law specified as such in the Schedule.
"Interest Period" means each period determined under this Agreement by
reference to which interest on a Loan is calculated.
"Interest Period Duration" means the period specified as such in the
Schedule.
"Interest Rate" means the rate specified as such in the Schedule.
"Loan" means, unless otherwise stated in this Agreement, the principal
amount of each Outstanding Loan made available by the Lender to the
Borrower or the principal amount outstanding of that Outstanding Loan.
"Outstanding Loan" means the loan specified as such in the Schedule and as
of the Effective Date loaned by the Lender to the Borrower.
"Party" means a party to this Agreement.
"Schedule" means the Schedule to this Agreement.
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"Specified Currency" means the currency specified as such in the Schedule.
2. EFFECTIVE DATE
This Agreement takes effect as from the Effective Date so that all the
terms of this Agreement are applicable to each of the Outstanding Loans.
3. REPAYMENT
The Lender may, at any time, by notice to the Borrower declare that all or
part of any amounts outstanding under this Agreement are immediately due
and payable in which event the Borrower must immediately repay the
outstanding amounts so declared due together with interest accrued thereon.
4. PREPAYMENT
(a) The Borrower may prepay any Loan at any time in whole or in part.
(b) All prepayments under this Agreement must be made with accrued interest on
the amount prepaid. No premium or penalty is payable in respect of any
prepayment.
5. INTEREST
5.1 Rate of interest
The rate of interest on each Loan for each of its Interest Periods is the
percentage rate per annum equal to the Interest Rate.
5.2 Payment of interest
Except where it is provided to the contrary in this Agreement, the Borrower
must pay accrued interest on each Loan made to it on the last day of each
of its Interest Period.
5.3 Calculation of interest
Any interest accruing under this Agreement accrues from day to day and is
calculated on the basis of the actual number of days elapsed and a year of
360 days.
6. INTEREST PERIOD
6.1 Duration
(a) Each Loan has successive Interest Periods.
(b) Each Interest Period for a Loan, subject to Clause 6.2, will start on its
Drawdown Date or on the expiry of its preceding Interest Period and will be
of a duration equal to the Interest Period Duration.
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6.2 Consolidation
Unless the Borrower otherwise requests, the first Interest Period for a
Loan will end on the same day as the current Interest Period for any other
Loan. On the last day of those Interest Periods, those Loans will be
consolidated and treated as one Loan.
7. PAYMENTS
(a) All payments by the Parties are to be made in immediately available funds
to a designated account. Payments by the Borrower must be made without
set-off or counterclaim and without any deduction. If the Borrower is
compelled to make any deductions it will pay additional amounts to ensure
receipt by the Lender of the full amount which the Lender would have
received but for such deduction.
(b) Unless this Agreement specifies that payments under it are to be made in a
different manner, all amounts payable under this Agreement shall be payable
in the Specified Currency. Amounts payable in respect of costs and expenses
are payable in the currency in which they are incurred.
(c) If a payment under this Agreement is due on a day which is not a Business
Day, the due date for that payment will instead be the next Business Day in
the same calendar month (if there is one) or the preceding Business Day (if
there is not).
8. REPRESENTATIONS
8.1 Representations
The representations set out in this Clause are made by the Borrower to the
Lender.
8.2 Status
(a) It is a limited liability company, duly incorporated and validly existing
under the laws of its jurisdiction of incorporation.
(b) It has the power to own its assets and carry on its business as it is being
conducted.
8.3 Powers and authority
It has the power to enter into and perform, and has taken all necessary
action to authorise the entry into and performance of, this Agreement and
the transactions contemplated by this Agreement.
8.4 Legal validity
This Agreement is its legally binding, valid and enforceable obligation.
8.5 Non-conflict
The entry into and performance by it of, and the transactions contemplated
by, this Agreement do not conflict with:
(a) any law or regulation applicable to it;
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(b) its or any of its subsidiaries' constitutional documents; or
(c) any document which is binding upon it or any of its assets.
9. AMENDMENTS OR SUPPLEMENTS
This Agreement may not be altered, amended or supplemented except by the
written agreement of the Parties.
10. ASSIGNMENT
Neither the Lender nor the Borrower may assign or transfer its rights under
this Agreement without the prior written consent of the other Party.
11. COSTS
The Borrower must pay to the Lender the amount of all costs and expenses
reasonably incurred by it in connection with this Agreement and the
transactions contemplated by it and the amount of all costs and expenses
incurred by it in connection with the enforcement of, or the preservation
of any rights under, this Agreement.
12. SEVERABILITY
If a term of this Agreement is or becomes illegal, invalid or unenforceable
in any jurisdiction, that shall not affect:
(a) the legality, validity or enforceability in that jurisdiction of any
other term of this Agreement; or
(b) the legality, validity or enforceability in other jurisdictions of
that or any other term of this Agreement.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts. This has the
same effect as if the signatures on the counterparts were on a single copy
of this Agreement.
14. NOTICES
14.1 In writing
(a) Any communication in connection with this Agreement must be in writing and,
unless otherwise stated, may be given in person, by post or fax.
(b) Unless it is agreed to the contrary, any consent or agreement required
under this Agreement must be given in writing.
14.2 Contact details
(a) Except as provided below, the contact details of each Party for all
communications in connection with this Agreement are those specified in the
Schedule.
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(b) Any Party may change its contact details by giving five Business Days'
notice to the other Party.
15. LAW
This Agreement shall be governed by Governing Law.
16. JURISDICTION
For the benefit of the Lender solely, the Borrower hereby irrevocably
submits to the Governing Jurisdiction.
This Agreement has been entered into on the date stated at the beginning of this
Agreement.
XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL
(THAILAND) HOLDINGS LIMITED
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Director
Date: 17 September 2004
XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL
(CAYMAN) HOLDINGS LIMITED
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Director
Date: 17 September 2004
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SCHEDULE
1. Agreement Date: 17 September 2004
2. Borrower: Xxxxxxxxx Telecommunications International
(Thailand) Holdings Limited, a company
incorporated under the laws of the British
Virgin Islands, whose registered office is
situated at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola,
British Virgin Islands
3. Lender: Xxxxxxxxx Telecommunications International
(Cayman) Holdings Limited, a company
incorporated under the laws of the Cayman
Islands, whose registered office is situated
at Century Yard, Cricket Square, Xxxxxxxx
Drive, P.O. Box 2681GT, Xxxxxx Town, Grand
Cayman, British West Indies, Cayman Islands
4. Effective Date: 17 September 2004
5. Business Day Locations: Hong Kong
6. Interest Period Duration: N/A
7. Interest Rate: Interest free
8. Outstanding Loan: US$4,070,870
9. Specified Currency: US$
10. Governing Law: Hong Kong laws
11. Governing Jurisdiction: Hong Kong courts
12. Contact Details (Borrower): Address: 00/X Xxxxxxxxx Xxxxx,
00 Xxxxxxxx Xxxx, Xxxx Xxxx
Fax: (000) 0000 0000
Attn: Company Secretary
13. Contact Details (Lender): Address: 00/X Xxxxxxxxx Xxxxx,
00 Xxxxxxxx Xxxx, Xxxx Xxxx
Fax: (000) 0000 0000
Attn: Company Secretary
14. Additional Provisions: Clauses 5 and 6 shall not apply
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