New Co-CS Financing Agreement 010621
New Co-CS Financing Agreement 010621
New Co-CS Financing Agreement 010621
FINANCING AGREEMENT
BETWEEN: CRONOSPRINT FZE (the "Borrower"), a company organized and existing under
the laws of the United Arab Emirates of Ras Al Khaimah, with its head office
located at: FAMC3364 Service Block Al Jazirah Al Hamra Industrial Zone FZ
AND: XXXXXXXXXXXX. (the "Lender"), a company organized and existing under the
laws of the Bahamas, with its head office located at: 202 Church Street Old
Towne Sandyport, Nassau, Bahamas. P.O. Box 3205
WHEREAS the Borrower wishes to establish a revolving credit facility with the XXXXXXXXX Ltd. (the
“Lender”) in the amount of € 250.000,00 (Two Hundred Fifty Thousand Euros)
WHEREAS the Borrower continues to own all of the issued and outstanding shares of CRONOSPRINT
FZE
WHEREAS it is desirable and in the best interests of the Borrower to enter into the aforesaid credit
facilities.
RESOLVED:
1. THAT CRONOSPRINT FZE enter into a loan agreement with the Lender, substantially upon the
terms and subject to the conditions set forth in the draft loan agreement which is hereby approved
(the “Loan Agreement”) pursuant to which the Lender shall establish in favor of CRONOSPRINT
FZE a facility of € 250.000,00 (Two Hundred Fifty Thousand Euros) which CRONOSPRINT FZE
can draw down, on a revolving basis, as follows:
Both Parties agrees to proceed with installment payments as follow
The above-mentioned amount as appointed by CRONOSPRINT FZE will be paid by the Investor
to the “Borrower” through bank transfer to CRONOSPRINT FZE account held at DIXIPAY Bank
Ltd, to the following bank details:
IBAN: CH5908799987400105814
BIC: INCOCHZZXXX
Currency: EUR, B2B only
PAYMENT DETAILS: FFC CRONOSPRINT FZE GB19 DIXP 0099 7890 5689 60
(i) as currency in EURO advances bearing interest at United Arab Emirates base rate plus 1%
per annum;
(iii) through the use of documentary letters of credit, standby letters of credit and letters of
guarantee.
2. THAT CRONOSPRINT FZE create and issue a Demand Debenture (the “Debenture”) in the
principal amount of € 250.000,00 (Two Hundred Fifty Thousand Euros) in lawful money of United
Arab Emirates, bearing interest at 1% per annum.
3. THAT CRONOSPRINT FZE charge all its undertaking, property, rights, and assets to secure the
due payment of all monies payable under the Debenture as provided therein.
4. THAT CRONOSPRINT FZE pledge the Debenture to the Lender as a general and continuing
collateral security for the payment of any present and future indebtedness and liability of
CRONOSPRINT FZE pursuant to the Loan Agreement, the whole upon the terms and subject to
the conditions set forth and provided in the Debenture Pledge Agreement, which is hereby
approved (the “Debenture Pledge Agreement”).
5. THAT the Debenture be secured in the UAE of Ras Al Khaimah by way of a notarial Trust Deed
Pledge in favor of XXXXXXXXXXXX Ltd. as Trustee (the “Trust Deed”) hypothecating, assets
transfer, pledging, charging, ceding, transferring and conveying to the said Trustee, in a manner
similar to that provided in the Debenture, but subject to such variations and departures as may be
required by the laws of United Arab Emirates ], for an amount expressed in EURO currency equal
to 10% of the principal amount of the Debenture, the undertaking, property, rights and assets of
CRONOSPRINT FZE in the said Province, and containing such other provisions with respect to
default, recourses in case of default, partial releases and other provisions normally found in deeds
of such nature.
6. THAT in addition to the said Debenture and as further general and continuing collateral security
for the payment of any present and future indebtedness and liability of CRONOSPRINT FZE
pursuant to the Loan Agreement:
(a) CRONOSPRINT FZE assign, convey, transfer, pledge, hypothecate, charge and grant a
security interest in its undertaking, property, rights and assets described in the Security
Agreement which is hereby approved (the “Security Agreement”) and upon the terms and
subject to the conditions set forth therein.
(b) [CRONOSPRINT FZE assign and transfer all its book debts to the Lender, such assignment
to be made upon the terms and subject to the conditions set forth in the general assignment
of book debts made subject to the laws of the United Arab Emirates of Ras Al Khaimah
which is hereby approved (the “United Arab Emirates Book Debt Assignment”) and pursuant
to the general assignment of debts in the form used in the United Arab Emirates of Ras Al
Khaimah (the United Arab Emirates General Assignment”) which is hereby approved.
(c) CRONOSPRINT FZE pledge, assign, and transfer all shares in the capital stock of Tilbes,
pursuant to the share pledge agreement (the “Pledge Agreement”) which is hereby approved
and upon the terms and subject to the conditions set forth therein.
7. THAT CRONOSPRINT FZE grant in favor of the Lender security against its inventory pursuant to
the Bank Act United Arab Emirates the whole upon the terms and subject to the conditions set
forth in the notice of intention on all property of specified kinds and agreement as to loans and
advances made in the standard form used by the Lender (collectively the “Inventory Agreements”)
which are hereby approved.
8. THAT Ronald Javier Baddouh Abbate Director of CRONOSPRINT FZE or any other officer or
director of CRONOSPRINT FZE be and he or she is hereby authorized and directed for and on
behalf and in the name of CRONOSPRINT FZE to execute and deliver the Loan Agreement and
the Note (as therein defined), the Debenture, the Debenture Pledge Agreement, the Trust Deed,
the Security Agreement, the United Arab Emirates Book Debt Assignment, the United Arab
Emirates General Assignment, the Pledge Agreement and the Inventory Agreements, with such
variations and amendments as may be necessary or desirable, and also to execute and deliver all
such other deeds, documents, instruments and writings, and to perform and do all such other acts
and things as he or she may consider necessary, desirable or useful for the purpose of giving
effect to this resolution and to the transactions herein contemplated.
9. I, the undersigned, Ronald Javier Baddouh Abbate General Manager of CRONOSPRINT FZE (the
“Borrower”), hereby certify that the foregoing is a true and exact copy of the resolution duly
adopted by the Board of Directors of CRONOSPRINT FZE as of 06/01/2021 in accordance with
the provisions of the law. The undersigned further certifies that the said resolution is in full force
and effect, without modification, as of the date hereof.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at RAS AL
KHAIMAH on the date indicated above.
BORROWER LENDER