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Title: |
Term Loan Facility Letter |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 7KB of 48KB total |
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Price: |
$43 |
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ID: |
#1711729 |
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<PAGE>
TERM LOAN FACILITY LETTER
Newark Financial Inc.
Dear Sirs, Date: 24 October 2001
---------------------
We refer to our discussions and are pleased to confirm that on the basis of our
General Business Conditions and in accordance with the terms and conditions set
forth in this term loan facility letter we are willing to grant a term loan
facility (the "Facility") to you:
(1) Amount: USD 15,000,000 (US. Dollars fifteen million).
(2) Purpose: Working Capital.
(3) Conditions
Precedent: Drawings under this Facility are subject to the receipt
of the following documents in form and substance
satisfactory to us:
(a) your constitutional documents (e.g. Charter,
Articles of Incorporation, Statutes, By-Laws, etc.)
duly certified;
(b) a Board Resolution duly certified authorising you
to enter into this Facility and to conclude the
agreement contained in this letter;
(c) excerpt of most recent date from the applicable
Commercial Register in respect of you;
(d) specimen signatures of all persons authorised to
sign for and on your behalf all declarations which
may be given hereunder;
(e) Promissory Notes in the form and substance of
Exhibits 2-l and 2-2 hereto, these amounts is
guaranteed by an aval of Votorantim Celulose e
Papel S.A.;
(f) the letter of appointment of your process agent as
required by clause 15 hereunder to be issued on
your headed stationary.
(4) Drawing: Subject to clause 3 above and to the availability of
the respective amounts as determined by us in our
reasonable discretion, this Facility may be drawn down
until 29- October- 2001 in one drawing by giving three
Business Days irrevocable and duly executed advice
prior to the envisaged drawing date (the "Disbursement
Date"), specifying the date of the proposed drawing,
the amount thereof and the duration of the Interest
Period to be issued on your headed stationary and in
form and substance of Exhibit 4 hereto.
"Business Day" means a day on which dealings in the
relevant deposits are carried out in the interbank
euro-currency market or, if a payment is required
hereunder to be made on such day, a day on which
commercial banks and foreign exchange markets are open
for business in the place where such payment is
required to be made and if anything is required to be
done or received by us, in Hamburg/Germany.
This Term Loan Facility Letter consists of 6 pages and
4 Exhibits/Exhibit nr. see above
Page 1 of 12 Date: 24-Oct-01
<PAGE>
(5) Repayment: This Facility shall be repaid in full in one amount on
26-February-2002.
(6) Interest: Two point five per cent (2.5%) p.a. (the "Margin") net
above Libor as determined by us in accordance with our
normal practice for the applicable Interest Period
"Libor" relating to each Interest Period shall be the
rate as displayed at or about 11:00 a.m. (London time)
on the second Business Day before the first day of such
Interest Period on Page 3750 of the Telerate Service.
"Interest Period" means, a period of 120 days, starting
on the date of drawing (the exact length of each
Interest Period to be determined by us in accordance
with normal market practice). Interest will accrue on
a daily basis and shall be computed on the basis of a
year of 360 days and the actual number of days elapsed.
Interest is payable in arrears on the last day of the
Interest Period.
If you fail to pay any amount of principal in
accordance with the terms set by, or pursuant to, this
term loan facility letter, you shall pay interest on
that amount from the time of default up to the time of
actual payment (as well after as before judgement) at
a rate per annum in the aggregate of two per cent (2%),
the Margin and the rate or rates at which we were able
to fund the amount in default, for such period as we
may from time to time select, during the period of
non-payment. Such obligation shall arise without the
need for any notice thereof or demand therefor to be
given to you.
If you fail to pay any amount in accordance with the
terms set by, or pursuant to this term loan facility
letter, other than principal, you shall pay immediately
upon first demand, by way of indemnification and in
addition to that amount, a lump sum computed on that
amount for the period from the time of default up to
the time of actual payment (as well after as before
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