LOAN AGREEMENT’
Exhibit 10.11
This Loan Agreement (hereinafter referred to as the “Loan Agreement”) is made on this 10th day of October 2017 by and between:
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 00, Xxxxxxxxx, 0000, Xxxxxxx, Xxxxxx, duly represented by its Directors Xxxxxxxx Xxxxx and Xxxxxxxxx Xxxxxxxxx, acting under the Articles of Association, and authorized to sign all documents on behalf of the Company, acting on the basis of the Articles of Association, (hereinafter referred to as the “Lender”), and
HIGHWORLD INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands (with registered number 1802016), whose registered office is at Trident Xxxxxxxx, P.O. Box 146, Road Town, Tortola, BVI (hereinafter referred to as the “Borrower”), hereinafter together referred to as the “Parties”.
| 1. | THE LOAN |
1.1 Amount of the Loan
In accordance with the provisions and terms of this Loan Agreement the Lender grants the Borrower the loan in a principal amount not exceeding RUB 1,200,000,000 (one billion two hundred million Russian rubles) (hereinafter referred to as the “Loan”). The Loan shall be disbursed to the following bank account:
| NAME: |
HIGHWORLD INVESTMENTS LIMITED | |
| ACCOUNT NUMBER: |
357025773778 | |
| CURRENCY |
Russian Xxxxx | |
| IBAN: |
XX00 0000 0000 0000 0000 0000 0000 (paper format) | |
| XX00000000000000000000000000 (electronic format) | ||
| SWIFT address (BIC code) of Bank of Cyprus Public Company Ltd is XXXXXX0X. | ||
1.2 Terms of the Loan
The Loan shall be advanced to the Borrower in one or more tranches at the Lender’s discretion within 90 (ninety) calendar days of the date of delivery of a drawdown request from the Borrower and shall be repaid by the Borrower in full or in part together with any accrued interest in accordance with the terms of this Loan Agreement.
The Loan shall be repaid to the following bank account of the Lender (or such other account as is notified in writing to the Borrower not later than 30 days before repayment is due):
| Beneficiary: |
ZEMENIK TRADING LIMITED | |
| Account Number: |
3570 2219 3967 | |
| IBAN: |
XX00 0000 0000 0000 0000 0000 0000 | |
| Bank: |
Bank of Cyprus Public Ltd | |
| Swift BIC: |
XXXXXX0X | |
| RUB correspondent bank: JSC VTB BANK, MOSCOW | ||
| XXXXXXXXXXXXXX XXX. 00, 000000 XXXXXX, XXXXXX | ||
1
| A/C NO.: |
30111810055550000153 | |
| SWIFT NO.: |
XXXXXXXX XXX | |
| BIK: |
044525187 | |
| INN: |
7702070139 | |
| KPP: |
997950001 | |
| Correspondent account: |
30101810700000000187 |
The term of the Loan is 11 months and it shall be repayable by the Borrower on the day falling 11 months after the date of this Agreement or earlier at any time at the Borrower’s discretion.
| 2. | REPRESENTATIONS |
2.1 Borrower represents that:
| • | it is a legal entity registered and carrying out activity in accordance with the laws of the British Virgin Islands in force; |
| • | all corporate procedures, statutory documents and permissions required for the execution of this Agreement have been obtained and are effective, and this Agreement does not contradict the contractual limitations binding upon Borrower and its statutory documents; and |
| • | this Agreement constitutes effective legal obligations of Borrower. |
2.2 Lender represents that:
| • | it is a legal entity registered and carrying out activity in accordance with the laws of Republic of Cyprus in force; |
| • | all corporate procedures, statutory documents and permissions required for the execution of this Agreement and the transactions contemplated herein have been obtained and are effective, and this Agreement does not contradict ant contractual limitations binding upon Lender and its statutory documents; and |
| • | this Agreement constitutes effective legal obligations of Lender. |
| 3. | LOAN CONDITIONS. INTEREST |
3.1 The interest on the Loan accrues on an annual basis in the amount of the key rate established by the Central Bank of Russia for the relevant interest period and determined on a daily basis (xxx.xxx.xx) plus 2.5% per annum (the “Interest Rate”).
3.2 Borrower shall pay to Lender interest on the Loan at the moment of full repayment of the total Loan amount.
3.3 The interest on the Loan is not compounded.
3.4 In case of Borrower’s default on its obligations with respect to the Loan and/or interest payments, Lender has the right to charge the penalty to the defaulted amount in the amount of 0.025% (zero point zero two five per cent) per day of default. Payment of penalty shall not discharge Borrower from repayment of the Loan and/or interest thereon.
| 4. | MISCELLANEOUS |
4.1 Term of the Loan Agreement
The Loan Agreement comes into force on the date first written above.
4.2 Notifications
Any notice sent under this Loan Agreement shall be submitted in writing with observance of the appropriate procedures while delivered personally, by mail, telex or fax to the addresses of both of the required Parties as indicated above or at any other address that the Parties may notify to the other Party.
4.3 Successors
The Parties may not transfer all or part of their respective rights or obligations under this Loan Agreement without preliminary written consent of the other Party.
4.4 Introduction of amendments
Any amendments to this Loan Agreement can only be introduced in the form of a written document duly signed by the authorised representatives of the Borrower and the Lender. Any changes, suspensions or extension of the term of the Loan Agreement shall be made by additional agreement of the Parties.
4.5 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
4.6 Applicable law and jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. All disputes of the Lender with Borrower concerning the provisions of this Agreement, which cannot be settled by way of negotiations, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat or legal place of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.
IN WITNESS WHEREOF, the Parties acting through their authorised representatives have concluded and have signed this Loan Agreement on the specified day,
Duly executed by the Parties:
| signature |
||
| Director | ||
| For and on behalf of the Borrower | ||
| Mrs. signature / Xxxxxxxx Xxxxx | ||
| Mr. signature / Xxxxxxxxx Xxxxxxxxx | ||
| For and on behalf of the Lender | ||
