PRIVATE Loan Agreement№ 012/MVI/25M

PRIVATE Loan Agreement
№ 012/MVI/25MEURO/2015

This Private Loan Agreement ("Agreement") is dated the 24 day of December , 2015 and made BETWEEN:
Company LLC " KEIY DDJI TRANS STROIY " (the «Borrower»), a company incorporated under the laws of the Kirgizstan whose principal office is at 65 Abdurahmanova Str. , 720011 Bishkek, Kirgizstan , represented by Mr. …………………………….., Director who is authorised to sign this Agreement by Board Resolution, and
___________________ (the «Lender») a company incorporated under the laws of ___________________, whose principal office is at ______________________________________________, represented by Mr.______________________, Authorised Signatory for the Beneficiary Owner to sign this Agreement by Board Resolution.
WHEREAS the Lender has agreed to make available to the Borrower a loan facility of Euro Twenty Five million (€25,000,000.00) upon and subject to the terms and conditions of this Agreement (the "Commitment").
NOW IT IS HEREBY AGREED as follows: -
1. Definitions
In this Agreement: -
«Banking Day» means a day which is both a business day and a day on which banks are open for business in European or other bank locations relevant to this Agreement;
«Business Day» means a day on which the financial markets relevant to this Agreement are open for the transaction of the business contemplated by this Agreement;
«Commitment» means the obligation of the Lender to lend to the Borrower hereunder the agreed loan amount ("principal amount") in accordance with the terms and conditions of the Agreement;
«Commitment Period» means the period from the date hereof to the date thirty six months after the date hereof (both dates inclusive);
«Euro» and «€» means the currency of the European Union;
«Encumbrance» includes any pledge, lien, charge, floating charge, assignment, security interest, title retention, preferential right or trust arrangement and any other security agreement of arrangement;
«Event of Default» means any of the events specified in Clause 9 below;
«Interest Period» in relation to each Loan means each period ascertained in accordance with Clause 7 below commencing: -
on the date on which such Loan is first advanced; or
forthwith upon the expiry of the preceding Interest Period relative to such Loan
«Loan» means the principal amount of each borrowing by the Borrower hereunder or ( as the context requires) the principal amount thereof from time to time outstanding (collectively the «Loans»);
«Interest Rate» means four percentage points ( LIBOR plus 0,5 % ) per annum
«Repayment Date» means a date or dates for the payment of a repayment of an instalment or the repayment of the principal amount in full;
«Repayment Instalment» means each instalment for repayment referred to in Clause 3 below;
«Taxes» includes all levies, imposts, duties, charges, fees, deductions and withholdings and interest thereon and penalties with respect thereto and any restrictions or conditions resulting therein;
«the Term Date» means the last day of the Commitment Period;
Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, the headings are for convenience only and shall not affect the construction hereof, references herein to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended and, subject to Clause 17 below, references to the Borrower, the Lender or the parties hereto shall, where relevant be deemed to be references to or to include, as appropriate, their respective successors and assigns.
2. Loan
Upon and subject to the terms and conditions of this Agreement and in reliance on the representations and warranties as set out in this Agreement below, the Lender agrees to lend the Commitment amount to the Borrower within 03 Banking Days of the execution of this Agreement. The Commitment amount shall be transferred to the Borrower's designated account, the coordinates of which shall be provided to the Lender below .

SWIFT MT 103 Transfer detailes for EURO CURRENCY:
1. INTERMEDIARY BANK (FIELD 56A)
SWIFT: DEUTDEFF
BANK NAME: DEUTSCHE BANK AG, FRANCFURT AM MAIN
BENEFICIARY BANK (FIELD 57A)
SWIFT: RSLBRUMM
ACCOUNT: 947177210
BANK NAME: Russkiy Slavyanskiy bank, Russia, Moscow BENEFICIARY (FIELD 59)
SWIFT: AIYLKG22
ACCOUNT: 30111978300000000178
BANK NAME: AIYL BANK
REMITTANCE INFO (FIELD70):
FOR FURTHER CREDIT TO OSOO"KEIY DDJI TRANS STROIY"
ACC. 1350100118597583


3. Term, Repayment of Loan Amount
The net loan amount of Euros Twenty Five million (€25,000,000.00) shall be subject to an interest rate as per Clause 4 of this Agreement and the term of the loan shall be one (1) year and one month . Further, the Borrower shall also commit to pay the Lender an amount equal to Euros Twenty Five million (€25,000,000.00) as an Loan Repayment plus Interest.
4 Interest
4.1 Interest shall be payable by the Borrower on the Loan in accordance with this clause.
4.2 The rate of interest applicable to the Loan during the commitment period shall be a fixed rate of LIBOR per annum on the outstanding balance of the loan.
5. Payments
5.1 All payments to be made by the Borrowers hereunder shall be made to the Lender prior to the Term Date of this Agreement by bank electronic transfer to the Lender's designated bank account, the coordinates of which shall be provided to the Borrower below.
5.2 All payments to be made by the Borrower hereunder shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature now or hereafter imposed by the jurisdiction of the loan, unless the Borrower is compelled by law to make payment subject to such Tax. In that event the Borrower shall pay to the Lender, additional amounts as may be necessary to ensure that the Lender receives a net amount equal to the full amount, which it would have received had payment not been made subject to such Tax, and shall forward to the Lender the receipt or other documents evidencing the payment of such Tax.
6. Representations and Warranties
6.1 The Borrower represents and warrants that:
The Borrower guarntee that 35 (Thirty Five ) % of the Loan amount received to the account of the Borrower will be used by the Borrower according to his own internal investment projects , including covering bank charges and costs.
The rest Loan funds 65 ( Sixty Five ) % the Loan amount the parties will use in common investment projects according to international laws under the LENDER instructions .
The Borrower guarnte that he will make retransfer 65 ( Sixty Five ) % of the receiving Loan amount funds from LENDER to the accounts designated by the LENDER within 3 banking days after receipt of each trenches of the Loan funds to the LENDER’s account .

It is a corporation duly established, validly existing and in good standing under the laws of Kirgizstan Islands as a corporate entity with power and authority to own its property and assets and carry on its business;
It has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate and other action to authorise the execution, delivery and performance of this Agreement and the borrowing hereunder;
The execution, delivery and performance of this Agreement do not and will not violate any provision of any existing law, or of any regulation, order or decree of any governmental agency, court of jurisdiction to which the Borrower is subject or of the Articles of Incorporation of the Borrower, or of any mortgage, deed, contract, security interest or agreement to which the Borrower is a party or which is binding upon it or any of its assets;
It has, or will prior to giving a notice of borrowing hereunder have, filed all necessary documents and received or obtained every consent, authorisation, license or approval required to authorise, or required in connection with, the execution, delivery, performance, validity or enforceability of this Agreement;
6.2 The representations and warranties set out in Clause 6.1 shall survive the execution of this Agreement and the making of each Loan hereunder and shall be deemed to be repeated at the beginning of each Interest Period as if made at each such time with reference to the facts and circumstances then subsisting.
7. General Undertakings
The Borrower agrees that from and after the date hereof and so long as any amount payable hereunder is outstanding or any of the Commitment is in force to furnish to the Lender as soon as practicable (and in any event not later than ninety (90) days after the close of each financial year a written statement to the Lender that the Borrower is in good standing with respect to licenses, approvals and authorisations as may be required under any applicable law or regulation to enable the Borrower to perform its obligations under this Agreement or required for the validity of enforceability of this Agreement.
8. Negative Pledge
8.1 The Borrower undertakes that the loan and all other amounts payable hereunder will constitute direct, unconditional, unsecured and general obligations of, and rank not less than pari passu with all other present and future outstanding, unsecured indebtedness issued, created or assumed by the Borrower.
8.2 The Borrower further undertakes that so long as any Loan or any other amount under this Agreement remains outstanding it will not, without the prior written consent of the Lender, create or extend or permit to subsist any Encumbrance upon all or any of its present or future assets or revenues in respect of any present or future con