Article 1 – Purpose of the Credit

The purpose of this credit is to finance general corporate activities of the Borrower.

Article 2 – Amount and Term of the Credit

In accordance with the terms and conditions hereafter, the “Lender” will hold available to the “Borrower” a line of credit (the “Credit”) not to exceed USD … (…) as from … until ….

 

Article 3 - Drawdown

The Credit can be used in several drawdowns.

Each drawdown under the Credit can only be made in US Dollars.

The day of issue the drawdown may only be a day where the banks in New-York, Brussels, Moscow or London are open for business. If the maturity date of a drawdown falls on a day when these banks are closed, this maturity date will be extended to the immediately succeeding business day.

 

Article 4 – Interest

The drawdown of the Credit granted will bear interest at a rate equal to the LIBOR (London Interbank Offered Rate) two business day prior to issue of each drawdown, as such is shown on Reuters at 11.30 am for loans of the same currency, category and for the same amount plus a margin of 4,50% per annum.

Interests will be payable in cash, at the maturity date of each drawdown, and will be calculated by the number of days corresponding to the drawing on the basis of a year of 360 days.
The rate of interest so determined will remain fixed during the term of the each drawdown. It will however be subject to variation in any cases set out in Article 9 hereafter.

Article 5 - Prepayment

The Borrower will have the facility, by giving notice of five business days prior to the prepayment date and with effect from the said date, to repay all or part of the Credit.

In such a case, the Lender may then reserve the right to ask the Borrower to pay an indemnity for the eventual prejudice and costs supported by the Lender.

Article 6 - Covenants

As long as any amount remains outstanding hereunder, the Borrower undertakes that it shall:

- take any action required to the effect that the credit ranks and continues to rank in right of payment and security at least “pari passu” with all its other debts of the same nature and towards a third party of the same nature as the present agreement;

- not permit any mortgage, charge or other encumbrance to be granted after the date hereof over the whole or any part of its properties or assets to secure any of its present or future commitments unless the benefit of such security is at the same time extended in manner satisfactory to the Lender to cover all sums owing hereunder.

Article 7 – Fees

There will be no arrangement fee on this Credit.

 

Article 8 – Representations and warranties

The Borrower represents and warrants that it is a company properly incorporated in Russia, having full capacity to enter into this Agreement.
The Borrower represents and warrants that its obligation to pay the principal, interest and ancillary expenses relating to this Agreement constitutes a direct, unconditional and general obligation of the Borrower which ranks equally with all its other debts contracted by way of loans of the same nature as this Credit and for the same term.
The Borrower represents and warrants that the present agreement is valid and binding in all respects.

The Borrower represents and warrants that all information (such as reports, financial statements) furnished by him to the Lender does not contain any material misstatement of fact and did not omit to state any material fact.

The Borrower represents and warrants that, as of the date of the present agreement, it is not in default of any obligation, covenant or other commitment with respect to other loans or agreements with third parties.

 

Article 9 – Tax Regimes: Lender Charges

All payments of principal, interest and ancillary expenses in favour of the Lender will be made without set off against all sums which may be due by the Lender to the Borrower and net of all duties, imposts and taxes of whatever nature, present or future, paid, recovered or withheld by any Fiscal Authority.

In the case where any laws or regulations require the Borrower to deduct from the sums due to the Lender, imposts, taxes or duties, of whatever nature, the Borrower undertakes to increase appropriately the sums due to the Lender in order for the Lender to receive in full the sums for which it is creditor under this Agreement.

Generally, the Borrower undertakes to indemnify the Lender, by way of additional interest, for any increase of charges that would result from a change in fiscal legislation after the time of the signature of this Agreement.

Article 10 – Events of Default

If any of the following event occurs:

a) the Borrower does not pay into the bank account of the choice of the Lender on its due date, any amount of principal, interest or ancillary expenses due by virtue of this Agreement; or

b) the Borrower does not respect any other undertaking given by virtue hereof and this breach is not remedied within 15 business days following the request from the Lender to perform the said obligation; or

c) the Borrower ceases to carry on its business, declares a suspension of payments or a state of bankruptcy, benefits or is subject to a reorganization judgment, declares a moratorium or such other similar measure is taken, or the Borrower applies for the appointments of a liquidator, receiver or administrator or similar official or seeks an administration order to adjudicate itself bankrupt or insolvent; or

d) an event occurs which has an adverse effect on the financial situation of the Borrower which leads the Lender to conclude that the Borrower cannot fulfil its obligations under this Agreement; or

e) the Borrower does not pay on its due date any sum whatever due by virtue of an obligation other than those under this Agreement or the Borrower is obliged to repay before its normal maturity date another loan by reason of any breach whatsoever on its part of the terms of the contract relating thereto; or

f) any declaration made by the Borrower or any statement or declaration signed by a representative of the Borrower or delivered under this Agreement is shown to be or becomes untrue,

then,

the Lender may, by written notification to the Borrower, declare all sums due under this Agreement in principal, interests and ancillary expenses, immediately due and payable and the obligations of the Lender under this Agreement will terminate immediately.

Without prejudice to the above provisions, the Borrower will indemnify the Lender against any loss or expenses that the latter incurs or has to undertake as a result of any event of default as described above.

Article 11 – Penalty Clause

If the Borrower fails to pay any sum payable hereunder on a due date, it shall pay interest without demand on the overdue amount until actual payment (whether before or after judgment) at a rate of 2 % over the interest rate of the previous interest period.

Such interest, if not paid, shall itself be considered as an unpaid amount. The Borrower will further reimburse the Lender against any reasonable loss or expenses that the Lender may sustain or incur as a consequence of a late payment.

Without prejudice to the foregoing, the Borrower shall indemnify the Lender against any loss or expenses which he may sustain or incur as a consequence of the late payment, including but not limited to any interest payable by him in order to fund the amount in respect of which default has been made.

 

Article 12 - Costs

The Borrower undertakes to repay to the Lender on first request of the latter all costs relating hereto and notably those which the Lender may be required to incur, in order to preserve or exercise its rights or recourse hereunder, including costs and fees of legal advisors and lawyers generally.

 

Article 13 - Assignment

The Borrower may not assign or transfer in any way any rights or obligations under this Agreement without the prior written agreement of the Lender.

The Lender may assign, at any time, all or part of this contract and rights,

claims or obligations hereunder, to any entity of its choice.