NAME : NANDIKA AGUNG PUTRA BATARA
NUMBER : 06
LOAN AGREEMENT
This
Loan Agreement (this “Agreement”) is made effective as of 11, October
2015, (the “Effective Date”),
between :
United Overseas Bank,
Co.Ltd (“Lender”) a corporation duly organized and existing under the laws of
Singapore, PT Nandika Group (“Borrower”)
a corporation duly organized engaged in oil palm plantations and existing under
the laws of Indonesia, and PT Nona Group (“Guarantor”).
Whereas,
A. The
Borrower proposes to borrow from the Bank, and the Bank proposes to
lend
to the Borrower and aggregate amount of $ 1.000.000 (one milion dollars).
B. The
Borrower intends to use the loan to open up new land and for
expand the business.
C. Both Lenders and Borrowers
believe this loan agreement implemented in good faith for the sake of the ongoing interests of the parties.
Now,
Therefore, the parties agree as follows:
Article 1
DEFINITIONS
In
this Agreement :
1.1 “Banking Day” means a day that is a Singapore Banking Day.
1.2 “Business Day” means a day other than a
Saturday, Sunday or Public Holiday
and on which
banks are open for business in Singapore.
1.3 “Debt” means
the Amount Of Loans Which Have Not Been Repaid.
1.4 “Dollars” or
“$” means lawful money of the United States.
1.5 “Effective Date”
means the date on which This Agreement is Duly Executed By the Parties hereto.
1.6 “Guarantee” has the meaning ascribed
thereto in Article
9 below.
1.7 “Loan” has the
meaning ascribed thereto in Article 2.1 below.
1.8 “Parties” means
both the Lender (Bank), the Borrower and the Guarantor.
1.9 “Repayment” has
the meaning as provided in Article 4 below.
Article 2
COMMITMENT
2.1
The Bank agrees to lend to the Borrower, an aggregate amount of $ 1.000.000
(one milion dollars).
2.2
The Borrower must be willing to accept a Loan from a bank
an aggregate amount of $ 1.000.000
(one million dollars).
Article 3
INTEREST
The
Borrower must pay an interest of 10% of the Loan
amount.
Article 4
REPAYMENT
The Borrower
must Repay the
Loan with interest to the Bank,
no later than October 11, 2016.
Article 5
EFFECTIVE DATE
This agreement comes into force and binding on the parties on 11 october 2015
and on that date the
Lenders
are required to provide Loan
funds to Borrower.
Article 6
CONDITIONS PRECEDENT
The obligation of the Bank
to give the Loan to the Borrower
is subject to the condition that the Bank
receives no later than 11 October 2015 three executed copies of each of
document listed below :
a. A promissory note duly executed and delivered by
the Borrower
b. An opinion of counsel to the Borrower
c. Schedule of liens and other encumbrances on
property of the Borrower.
Article 7
REPRESENTATIONS
The Borrower
hereby represents that :
a. To the best knowledge of the Borrower
on the date of this agreement there are no actions, proceeding or claims
which might have a materially adverse effect on the financial conditions of the
Borrower or impair its ability to perform its
obligations under this agreement
b. The Borrower
is a company duly organized and validly existing under the law of the indonesia
and has the power and authority to own its property, to conduct its business us
currently conducted and to consummate the transactions contemplated in this
agreement
c. The Borrower
has taken all necessary action to authorize the execution of this agreement
d. No default , event of default or default any
agreement has occured and is continuing, and no such event will occur upon the
making of the Loan
e. The Borrower
has good title to its property free and clear of all liens and other
encumbrances
Article 8
COVENANTS
a. The Borrower
shall enable representatives of the Bank
to examine its property and records any reasonable times
b. The Borrower
shall promptly give notice to the Bank
of each default or event of default that has or might have a materially adverse
effect on its ability to perform its obligations under this agreement or the
promissory note
c. The Borrower
shall not create or permit to be created any lien on its properties listed to
secure its indebtedness
Article 9
THE GUARANTY
a.
The guarantor Guarantees
the collection of all debt, obligations and liabilitys payable by the borrower
under this agreement and the promissory notes, strictly in accordance with the
provisions of this agreement and the promissory notes
b.
The guaranty is limited and conditional, a guarantiy of collections only. the
guarantor shall be obligated to make payments hereunder only after the bank has
reduced its claims against the borrower to judgment and the execution has been
returned unsatisfied, or after the borrower has become insolvent, or after it has become apparent that the bank
cannot proceed against the borrower
c.
The combined liability of the guarantor with respect to the borrower's indebtedness
under this guaranty shall not exceed the sum of $500.000 (Five hundred thousand
dollars).
Article 10
EVENT OF DEFAULT
10.1
Event of Defaults
if
one or more of the following events of default occurs and is continuing the
bank shall be entitled to the remidies set forth in article 10.2.
a. Any
amount payable by the borrower in this agreement is not paid as and when it
becomes payable
b. The borrower fails to perform or observe any covenant
in this agreement and does not remedy the failure on or before the ninety day
after it occurs
c. Any representations or warranty of the borrower in
this agreement proves to have been incorrect, incomplete or misleading at the
time it was made
d. If default shall be
made in the performance or observance of, or shall occur under, any covenant,
agreement, or other provision of this Agreement or in any instrument or
document delivered to the Lender in connection with or pursuant to this
Agreement, or if any such instrument or document shall terminate or become void
or unenforceable without the written consent of the Lender;
10.2
Remedies
a. If any event default occurs and is continuing, the
bank by notice to the borrower :
i) declares the obligations of the bank hereunder to be
terminated, and
ii) declares its right to accelerate the borrower's
repayment of all amounts hereunder
10.3 Right not exclusive
The right provided herein are cumulate and are not
exclusive of any other right , privileges or remedies provided by laws.
Article 11
CHOICE OF LAW
a. The substantive laws of the republic of indonesia
govern all matters
arising out of or relating to this agreement.
b. This agreement is constituted and interpreted in
accordance with the substantive laws of the republic of indonesia
Article 12
NOTICE
If you
fail to pay the full amount of the
total because of the above to
the lender within ten days of the date of
this notice is sent, you may be charged immediately process :
a. Termination
of the agreement along with a fine of up
to 25% of the total loan amount.
b. Making
assets or property
assets pledged.
All notices, requests, demands, or other communications
provided for herein shall be in writing and shall be deemed to have been given
when sent by registered or certified mail, return receipt requested, addressed
to the parties, at the addresses set forth above, or to such other address as
either party shall designate to the other from time to time in writing
forwarded in like manner.
Executed as of the date
stated on the first page of this agreement.
PT
Nandika Group, as Borrower. PT
Nona Group, as Guarantor.
By : Putra Batara By
: Indira Septiani
Title : Chief Executive Officer Title : Chief
Executive Officer
By : Tan Chei Wang
Title : Board of Directors
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