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DATE: 11 November 2019
FACILITY AGREEMENT Between USA And INTERNATIONAL BANK OF QATAR(IBQ) of DOHA QATAR UNITED NATIONS ASSOCIATION 3 Whitehall Ct, Westminster, London SW1A 2EL, UK Email:
info@unfinances.orgPage 2
CONTENTSCLAUSE
1.Definitions and Interpretation................................................................ ................................ ... 12.The Facility ................................ ................................ ..............................................................
33.Purpose ................................ ................................................................ .....................................
34.Drawing .................................................................................................................................... 45.Conditions precedent ................................................................ ................................ ................ 46.Interest ...................................................................................................................................... 47.Costs ................................................................ ................................ .........................................
48.Repayment ................................ ................................ ................................................................
59.Payments including tax gross-up .............................................................................................. 510.Representations and warranties ................................ .............................................................. 611.Covenants ................................ ................................................................ ...............................
612.Events of Default ................................................................ ................................ ....................
613.Calculations, accounts and certificates ................................ ................................................... 814.Remedies, waivers, amendments and consents ...................................................................... 815.Severance ................................ ................................................................ ...............................
916.Assignment and transfer ................................ ................................ ......................................... 917.Counterparts ................................ ................................................................ ...........................
918.Third party rights ................................................................ ................................ ....................
919.Notices .................................................................................................................................... 920.Governing law and jurisdiction ................................ ...........................................................
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THIS AGREEMENT is dated:
PARTIE).
ADDRESS:(1)International Bank of Qatar (Lender). ADDRESS: Po Box 27778. Doha -Qatar. BACKGROUND The Lender has agreed to provide the Borrower with a term loan facility of $ 250,000.00(AGREED
TERMS1. DEFINITIONS AND INTERPRETATION1.1
The definitions and rules of interpretation in this clause apply in this agreement.Availability Period: The period from and including the date of this agreement to and including the whole loan term (15 Years) with three (3 Years ) grace period. Borrowed Money: Any indebtedness the Borrower owes as a result of borrowing or raising money (with or without security), including any premium and any capitalized interest on that money or any other transaction that has the commercial effect of borrowing when calculating Borrowed Money, no liability shall be taken into account more than once.Business Day: a day (other than a Saturday or a Sunday) on which commercial banks is open for general business in the United States, London and Switzerland. United States Dollar, USD and $: the lawful currency of the United States or its equivalent in Euro/Pound Sterling as the case may be.Event of Default: any event or circumstance listed in clause
12.Facility: the term loan facility made available under this agreement. Indebtedness: any obligation to pay or repay money, present or future, whether actual or contingent, sole or joint.Loan: the principal amount of the loan made or to be made by the Lender to the Borrower under this agreement or (as the context requires) the principal amount outstanding for the time being of that loan. An American National (Borrower) Two Hundred and Fifty Thousand United States Dollars)
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Potential Event of Default: any event or circumstance specified in clause 12 which would (with the expiry of a grace period, the giving of notice, and the making of any determination under this agreement or any combination thereof) be an Event of Default. Security: any mortgage, charge (whether fixed or floating, legal or equitable),pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Total Facility Amount: the maximum principal amount of the Facility referred to in clause 2.1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. 1.3 A reference to this agreement (or any provision of it) or any other document shall be construed as a reference to this agreement, that provision or that document as it is in force for the time being and as amended, varied or supplemented from time to time in accordance with its terms, or with the agreement of the relevant parties. 1.4 A reference to a person shall include a reference to an individual, firm, company,corporation, unincorporated body of persons, or any state or any agency of any person. 1.5 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any former statute, statutory provision or subordinate legislation which it amends or re-enacts. 1.6 A reference to writing or written includes faxes and e-mail.1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.1.8 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.1.9 References to a certified copy of a document mean a copy certified to be a true,complete and up -to-date copy of the original document, in writing and signed by a director or the secretary of the Borrower. 1.10 A reference to an amendment includes a innovation, re -enactment, supplement or variation (and amended shall be construed accordingly).
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1.11 A reference to an authorization includes an approval, authorization, consent, exemption,filing, license, notarization, registration or resolution. 1.12 A reference to the Borrower and the Lender shall include their respective successors,permitted transferees and permitted assigns. 1.13 A reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any government,intergovernmental or supranational body, agency, department or regulatory,self regulatory or other authority or organization. 1.14 A reference to determines or determined means, unless the contrary is indicated, a determination made at the discretion of the person making it. 1.15 A reference to assets includes present and future properties, undertakings, revenues, rights and benefits of every description. 1.16 A reference to a disposal of any asset, undertaking or business, includes a sale, lease,license, transfer, loan or other disposal by that person of that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions). 1.17 A reference to a clause or Schedule is to a clause of, or Schedule to, this agreement unless the context requires otherwise.1.18 A reference to continuing in relation to an Event of Default means an Event of Default which has not been remedied or waived.1.THE FACILITY The Lender grants to the Borrower an unsecured term loan facility of a total principal amount not exceeding Ten Million Dollars ($ 10,000,000.00) - on the terms, and subject to the conditions, of this agreement.2. PURPOSE 3.1 The moneys borrowed under this agreement shall be used for Cooperative loans and connected activities of the Borrower.3.2 The Lender is not obliged to monitor or verify how any amount advanced under this agreement is used.
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1.DRAWING 4.1 Subject to clause 5, the Borrower shall give the Lender at least one Business Day's prior notice in writing of the date on which the Borrower wants to draw down the Loan specifying the amount of the proposed Loan, the Business Day on which it is to be made and the bank account to which payment is to be made. The amount of the Loan shall be equal to the Total Facility Amount.2.CONDITIONS PRECEDENT 5.1 This clause 5 is inserted solely for the benefit of the Lender.5.2 The Borrower may not give notice to draw down the Loan, and the Lender is not obliged to lend, until the Lender has confirmed to the Borrower that it has received all the documents, evidence and necessary process and payments required and specified by the Lender to the Borrower.5.3 The Lender will only be obliged to make the Loan available if, on both the date of the notice to draw down the Loan and the proposed draw down date of the Loan(Specified in the notice referred to in clause 4.1):(a)the representations and warranties in clause 10 are true and correct [in all material respects] and will be true and correct [in all material respects]immediately after the Lender has made the proposed Loan; and(b)No Event of Default or Potential Event of Default is continuing or would result from the proposed Loan.3. INTEREST 6.1 The Borrower shall pay interest on the Loan at the rate of 0% APR.6.2 Interest shall be payable on the due date of the loan monthly repayment. 6.3 If the Borrower fails to make any payment due under this agreement on the due date for payment, interest on the unpaid amount shall accrue daily, from the date of nonpayment to the date of actual payment (both be fore and after judgment), at 0.0 %above the rate specified in clause 6.1.4. COSTS 7.1 The Borrower shall pay, within fifteen (15) Business Days, all costs and expenses (together with any value added tax on them) incurred in connection with the negotiation and
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preparation, execution, amendment, extension, alteration, preservation and enforcement of the Loan and/or this agreement. 1. REPAYMENT 8.1 This loan shall be repaid in full within Two Hundred and Sixteen (216) Months of the loan term from the execution date of this loan at a steady 1(5) Years repayment of$1,431.00 (One Thousand Four Hundred and Thirty one United States Dollars)Monthly which will commence after specified grace period of Three (3) Y ears as given in this agreement and at the closing and disbursement of the loan as shown in the table below:LOAN AMOUNT (C)$250.000.00 INTEREST RATE (R)3%NUMBER OF MONTHS (TERM)180 (15 YEARS)MONTHLY PAYMENT$1.431.00 TOTAL PAYMENT$257,580.00 TOTAL INTEREST$7,500.00 GRACE PERIOD THREE (3) YEAR 8.2 The Borrower shall give the Lender at least one month notice of his intention to repay the Borrowed Money on a specific date within the expected first repayment month.2.PAYMENTS INCLUDING TAX GROSS -UP 9.1 All payments made by the Borrower under this agreement shall be in immediately available cleared funds to the Lender at the account number provided to him by the Lender. 9.2 If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or, if that Business
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9.3 All payments made by the Borrower under this agreement shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without any deduction or withholding,1.REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Lender on the date of this agreement: 10.1 He has the power to own his assets and carry on his business as it is being conducted. 10.2 He has the power and authority to execute, deliver and perform his obligations under this agreement and the transactions contemplated by it. No limit on his powers will be exceeded as a result of the borrowing contemplated by this agreement. 10.3 The execution, delivery and performance of the obligations in, and transactions contemplated by, this agreement, do not and will not contravene or conflict with:(a)Any agreement or instrument binding on him or his assets or constitute a default or termination event (however described) under any such agreement or instrument; or(b)Any law or regulation or judicial or official order, applicable to him. 10.4 His obligations under this agreement are legal, valid, binding and enforceable in accordance with its terms. 10.5 No Event of Default or Potential Event of Default has occurred or is continuing, or is reasonably likely to result from making the Loan or the entry into, the performance of , or any transaction contemplated by [this agreement OR the Finance Documents].2. COVENANTS The Borrower covenants with the Lender that, as from the date of this agreement until all its liabilities under this agreement have been discharged: 11.1 He will comply, in all respect, with all laws, if failure to do so has or is reasonably likely to have a material adverse effect on his business, assets or condition, or his ability to perform its obligations under this agreement. 11.2 He will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of his business as carried on at the date of this agreement.
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1.EVENTS OF DEFAULT Each of the events or circumstances set out in this clause 12 (other than clause 12.8)is an Event of Default.12.1 The Borrower fails to pay any sum payable under this agreement, unless his failure to pay is caused solely by an administrative error or technical problem and payment is made within three Business Days of its due date. 12.2 The Borrower fails (other than by failing to pay), to comply with any provision of this agreement and such default is not remedied within 14 Business Days of the earlier of:(a)The Lender notifying the Borrower of the default and the remedy required; (b)The Borrower becoming aware of the default. 12.3 Any representation, warranty or statement made, repeated or deemed made by the Borrower in, or pursuant to, this agreement is (or proves to have been) substantially incomplete, untrue, incorrect or misleading in any material respect when made,repeated or deemed made. 12.4 If:(a)Any Borrowed Money is not paid when due or within any originally Applicable grace period; or(b)Any Borrowed Money becomes due, or capable or being declared due and payable prior to its stated maturity by reason of an event of default howsoever described;(c)Any commitments for Borrowed Money is cancelled or suspended by a creditor of the Borrower by reason of an event of default howsoever described; or(d)Any creditor of the Borrower becomes entitled to declare any Borrowed Money due and payable prior to its stated maturity by reason of an event of default (howsoever described). 12.5 A moratorium is declared in respect of any Indebtedness of the Borrower. 12.6 Any action, proceedings, procedure or step is taken for:(a)The suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, administration or reorganization (using a voluntary arrangement, scheme of arrangement or otherwise) of the Borrower; or(b)The composition, compromise, assignment or arrangement with any Creditor; or
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(a)The appointment of a liquidator, receiver, administrative receiver,administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets. 12.7 The Borrower ceases, or threatens to cease, to carry on all or a substantial part of its business. 12.8 At any time after an Event of Default has occurred which is continuing, the Lender may, by notice to the Borrower:(a)Cancel all outstanding obligations of the Lender under this agreement where upon they shall be immediately be cancelled; and/or(b)Declare that the Loan (and all accrued interest and all other amounts outstanding under this agreement) is immediately due and payable,whereupon they shall become immediately due and payable; and/or(c)Declare that the Loan be payable on demand, whereupon it shall become immediately payable on demand by the Lender 1.CALCULATIONS, ACCOUNTS AND CERTIFICATES 13.1 Any interest, commission or fee under this agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 365 days. 13.2 The Lender shall maintain accounts evidencing the amounts owed to it by the Borrower,in accordance with its usual practice. Entries in those accounts shall be prima facie evidence of the existence and amount of the Borrower's obligations as recorded in them. 13.3 If the Lender issues any certificate, determination or notification of a rate or any amount payable under this agreement, it shall be (in the absence of manifest error) conclusive evidence of the matter to which it relates.2.REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS 14.1 Any amendment to this agreement shall be in writing and signed by, or on behalf of, each party. 14.2 Any waiver of any right or remedy or any consent given under this agreement is only effective if it is in writing and signed by the waiving or consenting party. It shall apply only in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision
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14.3 No delay or failure to exercise any right or remedy under this agreement on the part of the Lender shall operate as a waiver of any such right or remedy or constitute an election to affirm this agreement. No election to affirm this agreement on the part of the Lender shall be effective unless it is in writing.14.4 No single or partial exercise of any right or remedy under this agreement by the Lender shall prevent any further or other exercise or the exercise of any other right or remedy under this agreement. 14.5 Rights and remedies under this agreement are cumulative and do not exclude any other rights or remedies provided by law or otherwise. 1. SEVERANCE 15.1 The invalidity, unenforceability or illegality of any provision (or part of a provision) of this agreement under the laws of any jurisdiction shall not affect the validity, enforce ability or legality of the other provisions. 15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification as is necessary to give effect to the commercial intention of the parties.2.ASSIGNMENT AND TRANSFER 16.1 The Lender may assign any of its rights under this agreement or transfer all its rights or obligations by notation. 16.2 The Borrower may not assign any of its ri ghts or transfer any of its rights or obligations under this agreement. 3. COUNTERPARTS This agreement may be executed in any number of counterparts, each of which is an original and which, together, have the same effect as if each party had signed the same document.4.THIRD PARTY RIGHTS A person who is not a party to this agreement has no right under the Contracts (Rightsof Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this agreement.
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1.NOTICES 19.1 Each notice or other communication required to be given under, or in connection with,this agreement shall be in writing, delivered personally or sent by pre -paid first-class letter to the addresses above or to any other addresses or e -mail that are notified in writing by one party to the other from time to time.19.2 Any notice or other communication given by the Lender shall be deemed to have been received:(a)If sent by e-mail, when received in legible form;(b)If given by hand, at the time of actual delivery; and(c)If posted, on the second Business Day following the day on which it was dispatched by pre-paid first-class post. 19.3 A notice or other communication given as described in clause 19.2(a) or clause 19.2(b) on a day which is not a Business Day, or after normal business hours in the place of receipt, shall be deemed to have been received on the next Business Day. 19.4 Any notice or other communication given to the Lender shall be deemed to have been received only on actual receipt.2.GOVERNING LAW AND JURISDICTION 20.1 This agreement and any dispute or claim arising out of, or in connection with it, or its subject matter or formation (including non -contractual disputes or claims) shall be governed by, and construed i n accordance with, the law of the United States and England. 20.2 The parties to this agreement irrevocably agree that, subject as provided below, the courts of the United States and England shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with this agreement or its subject matter or formation (including non -contractual disputes or claims). Nothing in this clause shall limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions,whether concurrently or not, to the extent permitted by the law of such other jurisdiction.This agreement has been entered into on the date stated at the beginning of it.
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whether concurrently or not, to the extent permitted by the law of such other jurisdiction.This agreement has been entered into on the date stated at the beginning of it.
Signed by.......................................
Signed by.......................................LINDA JOHNSTONE
For and on Behalf ofUNITED NATIONS ASSOCIATION