SBLAW would like to attach hereto the form of Loan Agreement for client’s reference.
LIMITED LIABILITY COMPANY
(Hereinafter referred to as “The Borrower”)
(Hereinafter referred to as “The Lender”)
The Loan Agreement (hereafter referred as “Contract”) is entered on and effective from July ____, 20 in Hanoi
LIMITED LIABILITY COMPANY (The Borrower)
Represented by Title:GeneralDirector
INTERNATIONAL LTD (The Lender)
Represented by Mr. ______________ Title:Director
WHEREAS The Lender is a Liability Limited Company duly established and operating under Hong Kong Laws under Business Establishment License issued by Registrar of Companies Hong Kong.
WHEREAS The Borrower is a company duly registered in Vietnam under Investment Certificate (the “Company”) dated 2011 issued by Hanoi People Commitee.
WHEREAS The Borrower has requested loan financing from The Lender to implement and operate a project for manufacturing woven fabric, weaved products, readymade garments, sewing costumesat Vietnam (“the Project”).
WHEREAS The Lender has declared its willingness to furnish The Borrower with such loan financing (“the Loan”) on the terms hereinafter set out,
WHEREAS The Lender has declared its willingness in due time to consider extending the expiry period as set out in this Agreement upon receiving application from The Borrower,
WHEREAS The Borrower has committed itself to implement and operate the Project and to utilise The Lender’s loan in accordance with committed purpose.
Now, therefore, for and in consideration of the mutual covenants and agreements hereinafter set forth, The Parties agree to enter this Loan Agreement on ____ July, 20 in Hanoi with terms and conditions as follows:
Article 1: The Amount
1.1 Loan amount
The Lender agrees to make Loan available to The Borrower in a total amount of USD (United States Dollars only)
1.2 Loan currency: USD
1.3 Purpose: financing the implementation and operation of the Project.
Article 2: Loan period and loan mode
2.1 Loan period
The loan period is months commencing from the first withdrawal (which is scheduled to be made in ).
2.2 Loan mode
The loan is made in the mode of loan financing between Mother Company and its subsidiary and is released by telegraphic bank transfer.
Article 3: Interest rate
3.1 Interest rate
The interest rate shall be % per annum. This interest rate is fixed during the loan period. Any change made to interest rate must be recorded in written document which constitutes as an integral appendix of this contract.
3.2 Method of interest calculation and interest repayment
Interest shall be calculated based on current loan balance and repaid by the expiry date of this Contract.
Article 4: Drawings and drawdown period
4.1 The loan shall be released at many times upon borrower application. The amount of the first drawing is $_______ scheduled to be made within 20 and the remained loan amount shall be drawn at different times by .
4.2 Drawings can only be made upon written notice to The Lender in accordance with Article 5.
Article 5: Notice of drawing
Every notice shall be signed by The Borrower’s duly authorised representative(s) and shall state:
1) the USD amount called for,
2) the date by which the amount is required
3) the name of the bank designated by The Borrower, and the designated bank account in the name of The Borrower, and as enclosure a written confirmation from the said bank that The Borrower is the legal owner of – and has sole access to – the said bank account, and
4) that the amount called for is required to meet costs incurred by The Borrower for the implementation and operation of the Project.
Article 6: Repayment
Every sum falling due to The Lender hereunder shall be paid in USD in full into The Lender’s account ______________ at _______________ duly registered at ________________ or any other account with any other bank subsequently specified in writing by The Lender no later than ____, July 2012. All exchange commissions, transfer charges, and any other costs of transfer shall be for the account of The Borrower.
Article 7: Deductions
Any present and future taxes, levies or duties of whatsoever nature charged or withheld within the country of The Borrower on any amount payable, shall be for the account of The Borrower. The Borrower shall pay in such additional amount as may be necessary in order that the net amounts received by The Lender shall equal the amount which should have been received by The Borrower if no such deduction had been made.
Article 8: Representations and Warranties
The Borrower acknowledges that The Lender is entering into this Agreement in full reliance on the representations and warranties by The Borrower, and The Borrower now represents and warrants to The Lender as follows:
(a) that the Authorities in Vietnam have granted or will grant all necessary consents, approvals, licenses and registrations related to the implementation of the Project.
(c) that The Borrower validly exists as a limited liability company and has all power and authority required by law to conduct its business, to own its properties, to execute and deliver this Loan and to perform all of its obligations hereunder, and furthermore warrants that no funds invested in The Borrower’s share capital is of illicit origin, and that The Borrower undertakes promptly to inform The Lender, if it should be informed of an illicit origin of any such funds (anti-money laundering),
(d) that this Agreement, when executed and delivered, will constitute valid, binding and enforceable obligations of The Borrower in accordance with its terms,
(e) that The Borrower has obtained all necessary authorisations to pay and transfer to The Lender the funds required for fulfilment of its obligations arising from this Contract,
(f) that The Borrower has established or will establish a proper and efficient book-keeping and accounting system and has provided or will provide for an adequate professional staff,
Article 9: Early Repayment
The Borrower shall be entitled to make early repayment of any or all of the moneys advanced to it hereunder by The Lender upon approval from The Lender.
Article 10: Implementation and Operation of the Project
The Borrower hereby agrees with The Lender to implement and operate the Project with due diligence and efficiency and in accordance with sound technological, financial and business practices and to cause all moneys advanced by The Lender pursuant to this contract to be applied exclusively towards the financing of the Project.
Article 11: Other Covenants
The Borrower further warrants undertaking as follows:
(a) To promptly inform The Lender of any event and of any circumstance that interferes or threatens to interfere with the carrying out of the Project or the performance of any of The Borrower’s obligations hereunder.
(b) To maintain books of account and trading records in accordance with accounting and auditing standards generally accepted in Viet Nam.
(c) To permit The Lender’s representatives to visit any of the premises where the business of The Borrower is conducted to satisfy The Lender that the loan proceeds have been applied in accordance with this Agreement
Article 12: Language
Unless The Lender shall otherwise agree, each document, certificate, statement, report, accounts, and other written material referred to in this Agreement shall be in the English language or be accompanied by a duly authorised English translation thereof.
Article 13: Amendments and Waivers
No amendment to and no waiver of any right under this Agreement shall be effective unless made in writing and signed by the parties hereto. No failure by the a party to enforce its rights in respect of any default by the other party under this Agreement shall deprive the party from exercising all rights and remedies in the event of the continuance of such default or in respect of any subsequent default of the other party.
Article 14: Confidentiality
The Borrower and The Lender agree not to disclose any confidential information related to other party in terms of finances, operations, markets, contracts, etc. without prior written approval except for disclosures required by law.
Article 15: Governing Law
This Agreement shall be governed by and construed in accordance with Vietnam law.
Article 16: Arbitration (Dispute Resolution)
All disputes arising out of or in connection with this Agreement, which cannot be settled amicably, shall, be finally settled by the Vietnamese International Arbitration Centre which is located beside the Chamber of Commerce and Industry of Vietnam whose decision and award shall be final and binding upon both parties. English should be preferred in the proceedings (including documentation).
Article 17: Final
The Lender and The Borrower have signed this Agreement in four copies in the English language, two for each party, and each copy shall be deemed an original as of the first day written below. Furthermore, The Lender and The Borrower have signed this Agreement translated into the Vietnamese language in 4 copies, two for each party. In case of any conflict between the provisions of the English version and the Vietnamese version, the terms of the English version Agreement shall prevail.
ON BEHALF OF THE LENDER
ON BEHALF OF THE LENDER
VIETNAM CO., LTD