They sent me a very special contract...
THIS LOAN AGREEMENT is made this ….. day of January 2014
GLOBAL COAL BLENDING COMPANY LIMITED
53 Fort Street, Auckland 1001, New Zealand.
Represented by its Director Hans J. Leissner and Albrecht W. Meyer
Telephone: +44 796 480 6955 / +31 455 352222
(Hereinafter referred to as the ("Counsellor/Trade Advisor")
-THE FIRST PARTY-
AND Khaled Jamil Ali Al-Habahbeh / Jordan Passport L017718 –Lender- Suite No 301, Saeed Al Tayer Bldg.
PO Box 334122
Sheikh Zayed Road, Dubai, UAE
Call us at: 00971 4-321 9000
Fax us at: 00971 4-321 9111
-THE SECOND PARTY-
Khaled Al Habahbeh has the power to pledge these collaterals only for capital enhancement in order to get credit facilities and loans from his banking network .The use of these facilities will be strictly for the benefits of future business development for the original beneficiary Mrs. Irma Fischer and Khaled Al Habahbeh through PPP with our Partners .
Brazilian Passport Number:
-THE THIRD PARTY-
We, GLOBAL COAL BLENDING COMPANY LIMITED and Khaled Al Habahbeh acting with full corporate responsibility confirm that we are ready, willing and able to enter into this Loan Agreement / PPP Agreement under the following Terms and Conditions, hereunder agreed upon.
The parties mutually desire to execute the agreement which shall be binding upon and to the benefit of, the parties, successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon. This and future agreements will follow International standards and procedures.
IN CONSIDERATION OF the Lender lending certain monies (the "Loan") to the Borrower for an agreed period of time (the 'Term') and the Borrower paying interest at the rate described herein for the Term that the loan is outstanding and repaying the Loan to the Lender at termination of the Agreement on the date notified herein; both parties agree to keep, perform and fulfill the promises, Terms and Conditions set out in this Agreement. The Trade Adviser has to use the Loan in best efforts, to pay first: the Lender is funds back, / two: makes profits on top for the Borrower.
The Lender promises to loan a summary of minimum 10% (on best effort ) of the Commodity. Loan Summary the Banks will provide /to the Borrower and the Borrower promises to repay this Principal amount to the Lender or at such address as may be provided in writing, with interest payable on the unpaid Principal at the fixed rate of 2.75% (Two and Three Quarter Percent) per annum, calculated yearly, not in advance.
IT IS HEREBY AGREED AS FOLLOWS:-
1. Definitions In this Loan Agreement the following words and phrases will have the following meanings save where the context otherwise requires):-
"Business Day" means a day on which dealings in deposits are carried on in the London Interbank Market.
"Drawdown Date" means any Business Day from the date of authentication and verification of the 'Security' as described in the 'DRAW DOWN SCHEDULE' in Clause 4.
"Events of Default" means any one or more of the events listed in Clauses 10.1.1 to 10.1.10.
"Loan" means the amount of xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx for drawdown in accordance with the terms herein.
"Arrangement Fee" The arrangement fee of Amount in Numbers 35% of the Trade Profit amount, payable as agreed to the Trade Adviser Account including costs of the Bank. .
"Interest" The interest to be charged pursuant to the Loan.
"Interest Rate" The fixed rate of 2.75% (two and three quarter percent) per annum.
"Compliance fee" Compliance/Legal and due diligence for the cost of the insurance policy on the Assets fee of Value in Number s 1.5 % paid in pursuant to the acceptance of the loan, payable on draw down agreed upon to be charged pursuant to the Loan.
"Term" The period from the date of 'Drawdown' thru to the date of 'Repayment'.
"Repayment Date" The date being 25 (twenty five) calendar years from the Drawdown Date.
"Security" In-ground Resources and Guarantee Deposit in a form at all times acceptable to the Lender in favour of the Lender or such other party nominated by the Lender from time to time.
2.1 The Lender can in no way, sign for, encumber, or obligate the Borrower, except within the normal course of the Lender’s business duties and responsibilities under this Agreement, in any way without the prior expressed permission of the Borrower in writing.
2.2 This agreement shall be construed and enforced in accordance with the laws of the Courts of New Zealand. If any provision of this Agreement is unenforceable, the remaining provisions shall, to the extent possible, be carried into effect, taking into account the general purpose and spirit of the Agreement.
2.3 Captions in this Agreement are included for convenience only and in no way define or limit the meaning or intent of any provision hereof. The Preamble shall form part of this Agreement, as though repeated in full in the body of the Agreement.
2.4 This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and there are no promises, terms, covenants, conditions, obligations, either written, expressed or implied agreements other than those contained herein.
2.5 Any changes, modifications, or amendments, must be in writing and “signed-off” and dated by both parties with the most recently dated, changed, modified, or amended Agreement superseding all previous others.
i. All Sections of this Agreement not affected by the change, modification or amendment shall remain in effect from the original Agreement or its most recently dated ancestor;
ii. In the event of separation of the Lender from the Borrower for whatever reason, it is expressly agreed that all, but not limited to, confidential information, papers, equipment, keys, manuals, books, electronic mediums, etc. that are the rightful property of, under the control of, or in any way the responsibility of the Borrower/Lender shall be immediately returned to the appropriate party, without duplication or other replication and that the Borrower/Lender will not make public, in any manner, confidential information learned while working with or representing the Borrower/Lender.
3. The Loan
3.1 The Lender will lend to the Borrower and the Borrower will borrow from the Lender, the Loan.
3.2 The Loan shall be used by the Borrower in connection with commercial purposes including but not limited to providing working capital in that connection.
3.3 Notwithstanding 2.2 as aforesaid the Lender shall be under no obligation to monitor and or verify the application and use of the Loan.
4.1 The Borrower will be subject to adjustment of sums as provided for in 4.2 draw down the loan in the amounts and on the days as described in the DRAW DOWN SCHEDULE hereunder.
Note: Day 1 being the first Business Day after authentication and verification of the Deposit.
DRAW DOWN SCHEDULE
(Business Days) AMOUNT
minimum 10% of the asset value
4.2 The amount available to be drawn down shall be the full value of the Loan less the Interest pursuant to Clause 5 and Clause 7.
4.3 The Borrower will pay out 98 % of the Loan to the Trade Adviser, so he can start the best effort in PPP/Trade options. Remaining 2% is an immediate upfront payment to the Borrower.
5. Arrangement Fee
5.1 The arrangement fee payable on draw down agreed upon to be charged pursuant to the Loan.
6.1 The Interest for the Loan shall be charged at the fixed rate of 2.75% (two and three quarter’s percent) per annum, the 'Interest Rate';
6.2 The Interest is to be paid quarterly, in the same currency as the Loan directly to the Lender's nominated account;
6.3 In the event that any withholding tax is payable then the Borrower will increase the Interest so that the Lender will at all times receives the amount to which it would be entitled were there no withholding tax.
7. Compliance Fee
7.1 Compliance fee payable on draw down agreed upon to be charged pursuant the Loan...
8.1 Subject at all times to Clause 9 below, the Principal of the Loan, less the total repayments that have been received at that date, will become due on the Repayment Date, being 25 (twenty five) calendar years from the Draw Down date;
8.2 A 'Principal Repayment Free Period', commencing on the 'Date of Drawdown' and ending 3 (three) calendar years from the 'Date of Drawdown', shall apply to this Loan. Repayment of the Principal will commence on the fifth anniversary of the Draw Down date, paid quarterly, in denominations equal to 1.00% (one percent) of the outstanding Principal and Interest owed at that date.
8.2 Any or all repayments will be credited in the same currency as the Loan directly to the Lender's nominated account.
LENDER'S BANKING DETAILS
BANK NAME: ASB BANK LIMITED
BANK ADDRESS: LEVEL 7 /53 FORT STREET/ AUCKLAND/ NZL
BANK BRANCH: AUCKLAND
ACCOUNT NAME: WALKER WAYLAND TRUST ACCOUNT
BENEFICIARY: GLOBAL COAL BLENDING / Fischer / Al Habahbeh
ACCOUNT NUMBER: 12 3110 00 65474 01
SWIFT CODE: ASBBNZ2A
BANK OFFICER: C.P.YONG
PHONE NUMBER: +6493748103
FAX NUMBER: +6493020992
Lender reserves the right to use any bank account to receive Interest payments and/or Principal loan repayment; which the lender may advise from time to time.
BORROWER'S BANKING DETAILS for the 2 %
9.1 As security and in consideration for the Loan the Borrower will Deposit for the benefit of the Lender or their assignee, prior to the drawdown of the Loan, a the following Assets as in the list of Asstes , see included old SKR`s , ( TO THE PLACE THE LENDER WANTS ) of the amounts drawn on the Loan, , which must be authenticated and verified, prior to the drawdown of the Loan; with the Security at all times in such form as the Lender will in its absolute discretion consider satisfactory.
9.2 The Borrower may be required to provide additional security, such additional security to be agreed by both Parties.
9.3 As and when required the Borrower will do such things as the Lender will from time to time request to perfect any security provided.
9.4 In the event the Borrower does not fulfill any of the conditions pursuant to this Clause 9 the Lender will be under no obligation to provide the Loan pursuant to this Loan Agreement.
10.1 In the event that:-
10.1.1 The Borrower breaches any of his obligations under this Loan Agreement; or
10.1.2 The Borrower fails to pay any sums to the Lender within five Business Days after the due date for payment pursuant to the terms of this Loan Agreement; or
10.1.3 The Borrower becomes unable to pay any of his debts as they fall due, or becomes bankrupt or insolvent, or files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law; or
10.1.4 An application is made for an administration order to be made in respect of the Borrower; or
10.1.5 Proceedings are started for winding-up, dissolution, or reorganization (otherwise than on terms previously approved in writing by the Lender) of the Borrower or for the appointment of a receiver or trustee of any or all of its revenues and assets; or
10.1.6 A distress or other execution is levied on or against any part of the property of the Borrower; or
10.1.7 The Borrower suspends or threatens to suspend its operations or, except in the ordinary course of business, sells, leases, transfers or otherwise disposes of all or any substantial part of its assets (whether by a single transaction or by a series) or all or any part of its assets are seized or appropriated by or on behalf of any governmental or other authority or are compulsorily acquired; or
10.1.8 Except for the purposes of any reconstruction or amalgamation, there is a change of control in the Borrower; or
10.1.9 Any governmental or other consent or exemption required to enable the Borrower to perform its obligations under this Agreement is withdrawn or modified or it becomes for any reason unlawful for the Borrower to perform any of those obligations; or
10.1.10 Iny representation or warranty made by the Borrower to the Lender in this Agreement is misleading or incorrect in any respect.
Then, upon the occurrence of any Event of Default:
a. Lender shall give written notice to the Borrower of the occurrence of any Event of Default;
b. Borrower shall have fifteen (15) day from receipt of the written notice to the Borrower of the occurrence of any Event of Default to respond in writing to the same;
c. Borrower shall have 45 (forty-five) days from its written response to the written notice of the occurrence of any Event of Default to cure the subject Event of Default; and
d. Thereafter, the Loan together with all the interest accrued at that date of the Lender’s written notice to the Borrower of the occurrence of any Event of Default will become immediately due and payable to the Lender.
10.2 In the event of the Borrower failing to repay the Lender in accordance with 10.1 as aforesaid and without prejudice to the Lender’s rights in respect of this Loan Agreement interest shall be charged at the rate for unauthorised overdrafts as quoted from time to time by Barclays Bank plc and shall be compounded each seven days until the date that repayment of outstanding balances are received by the Lender.
10.3 The Borrower will immediately notify the Lender in writing of the occurrence of any of the above events.
10.4 The Borrower hereby agrees to indemnify the Lender on demand against all or any loss, damage or liability (including but not limited to all attorneys costs) incurred by the Lender as a consequence of any event of default under this Clause 10. The Lender's certificate of any amounts due to it under this Clause 10.3 will be conclusive unless manifestly incorrect.
11. Representations and warranties
11.1 The Borrower represents and warrants to the Lender that;
11.1.1 the Borrower is a corporation duly incorporated and validly subsisting under the laws of as a separate legal entity with the power to enter into this Loan Agreement and to exercise its rights and perform its obligations hereunder and all necessary corporate and other action required to authorize the execution, delivery and performance of this Loan Agreement has been duly taken;
11.1.2 The governing law as stated in this Loan Agreement will be recognized and enforceable in New Zealand;
11.1.3 No litigation, arbitration or administrative proceeding is taking place, or, to its knowledge is threatened against the Borrower or any of its assets which could have a material adverse effect on the financial condition of the Borrower;
11.1.4 every consent, authorization, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Borrower to authorize, or required by the Borrower in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Loan Agreement or the performance by the Borrower of its obligations under this Loan Agreement has been obtained or made and is in full force and effect and there has been no default in the observance of the conditions or restrictions (if any) imposed, in, or in connection with any of the same;
11.1.5 This Loan Agreement constitutes valid and legally binding obligations of the Borrower enforceable in accordance with its terms;
11.1.6 The execution and delivery of, the performance of its obligations under, and compliance with the provisions of, this Loan Agreement by the Borrower will not violate, result in a breach of, contravene, conflict or exceed:
i) Any law, statute, rule or regulation to or by which it or its business, properties or assets is subject or bound; or
ii) Any judgment, order, injunction, determination, award or ruling of any court or arbitrator or any judicial, administrative or governmental authority to or by which it is subject or bound; or
iii) any deed, agreement, franchise, concession, licence, treaty or other instrument to which he is a party of which may be binding upon it or which materially affects its business or any of its properties or assets;
iv) any deed, agreement, franchise, concession, licence, treaty or other instrument to which it is a party of which may be binding upon it or which materially affects its business or any of its properties or asset.
11.2 Each of the representations and warranties above are and will be correct and complied with in all respects of the Doctrine of Uberrimae Fidei on the date of drawdown of the Loan.
12.1 The Borrower covenants and undertakes with the Lender that from the date of this Loan Agreement and so long as any money is owing under this Loan Agreement it will:-
a) ensure that its obligations under this Loan Agreement rank at all times at least pari passu with all its present and future unsecured and unsubordinated indebtedness and not create or permit to subsist any encumbrances over all or any of its undertakings or its present or future revenues, rights or assets;
b) Provide the Lender immediately with any information relating to the Borrower which might in any way reasonably concern any lender;
13.1 This Loan Agreement constitutes the entire understanding and agreement between the Lender and the Borrower and any variation in this Loan Agreement shall be binding only if it is confirmed in writing and signed by or on behalf of the Lender and the Borrower.
14.1 Any notice or communication required to be given to be served hereunder shall be deemed to have been sufficiently given or served if sent in writing by prepaid registered delivery mail to the address of the party hereto to whom it is given as hereinbefore set out or at such other address as may from time to time be notified to the other party hereto and every such notice or communication so sent shall be deemed to have been given or served forty-eight hours after the time of posting.
15.1 The Lender will be entitled upon written notice to the Borrower to assign all or any of its rights and obligations under this Loan Agreement to any third party at any time.
15.2 The Borrower may not assign or transfer any of its rights or obligations under this Loan Agreement to any third party at any time.
16. Governing Law
16.1 This Loan Agreement will be governed by and construed and interpreted in accordance with the laws of New Zealand and the parties hereto hereby submit to the non-exclusive jurisdiction of the New Zealand Courts.
17. Confidentiality & Non Circumvention
The Parties agree that this Agreement is entered into under the ICC (Paris) Protocol of Non-Disclosure, Non-Competition and Non Circumvention. The Parties may disclose information to one another regarding certain transactions, or sources interested in providing financing and/or contact information. This information will be treated as confidential. It may contain business, financial and other data that may be proprietary and confidential. It is understood that the Confidential Information alluded to in this Agreement is on an “As Is” basis and that no warranties are implied as to the accuracy of the data that is exchanged. It is further agreed that the parties to this Agreement will not attempt to circumvent or actually circumvent, any of the other signing parties, in regards to conducting business with any sources/parties/Client revealed during the term of this business transaction for a period of five (5) years after the agreement date.
The Borrower hereby irrevocably indemnifies GLOBAL COAL BLENDING COMPANY LIMITED, the Counsellor/Trade Adviser and Khaled Al Habahbeh as Lender and holds them harmless from actions, debts or liabilities caused or taken by the Borrower as a result of signing this Loan Agreement and the Borrower shall be liable for its own actions, debts, taxes or liabilities except such expenses as to be mutually shared and are agreed to and are specified by written agreement herein and/or hereafter.
The Borrower acknowledges that it is a sophisticated, experienced and informed investor fully conversant with the English language and that it has been given the opportunity before signing to independently review this agreement with legal counsel, or other professional advisors and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof.
Except to the extent any such obligation is specifically limited to certain causes elsewhere in this contract, the parties intend and irrevocably agree that this Indemnity shall protect, release, defend, indemnify, and hold harmless the indemnified party or parties from and against any and all claims, demands, causes of action, damages, costs, expenses (including reasonable attorneys fees), judgments and awards of any kind or character, without limit and without regard to the cause or causes thereof, including pre-existing conditions, whether such conditions be patent or latent, breach of representation or warranty, expressed or implied, breach of contract, strict liability, tort, or the negligence of any person or persons, including that of the indemnified party, whether such negligence be sole, joint or concurrent, active, passive or gross or any other theory of legal liability and without regard to whether the claim against the indemnitee is the result of an indemnification agreement with a third party."
This agreement revokes, discharges, and supersedes all and any prior representations including warranties or agreements, written or oral, between the Parties concerning the subject matter of this agreement, except as specifically set forth herein.
19. Electronic Document Transmissions (EDT)
EDT shall be deemed valid and enforceable in respect of any provisions of this contract. As applicable, this agreement shall Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and the Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copies of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.
The New SKR must be done in 10 Days after signing this agreement.
SIGNED by the duly authorized representatives of the parties hereto the day and year as referenced at page 1.
It has to clear that if there is any problem from the Party III with ownership or transfer of the SKR etc. the Party 3 has to pay all costs until this point of the agreement.
Signed for and on behalf of the LENDER
Khaled Al Habahbeh
Signed for and on behalf of the BORROWER
The Trade Counsellor/Advisor
Signed by Hans J. Leissner / A. W. Meyer
The Borrower shall provide assets, ALEXANDRIT as follows the amounts drawn on the Loan. Said Assets to be re-issued annually, on the anniversary date of the drawdown of the Loan, for the full Term of the Loan.
The Borrower furthermore irrevocably agrees that in the event of a default as described in Clause 10. Default herein, all rights of his/its Assets as described in Clause 9. Security shall become the absolute property of the Lender.
List and documents of Assets: Copies of the SKR and Certificates which states the value of assets.
Asset: Alexandrit (Chrysoberyl)
They are trying to convince my friend to sign this as a borrower(LOL) and also trying to make my friend share his SKR with the guy mentioned here. I knew I was getting more infos about them sooner or later.