Promissory Note Template Page 26
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28PLEASE NOTE THAT ITEMS HIGHLIGHTED IN YELLOW MAY BE VARIABLE BETWEEN
PROMISSORY NOTES, DEPENDING ON THE COMMERCIAL TERMS SET OUT
SCHEDULE 4
COVENANTS AND RESTRICTIONS
Pursuant to Clause 10, until all payments, charges and fees under this Note has been paid in full, the
Borrower shall abide by and comply with the covenants and restrictions set out in this Schedule 4.
Except with the express written consent of the Lenders and/or CM,
1. The Borrower shall not:
a. change its organisational structure or ownership;
b. and shall procure that its subsidiaries shall not, enter into any amalgamation, demerger,
merger or corporate reconstruction or re-organisation. The Borrower shall not, and shall
procure that its subsidiaries shall not (i) acquire a company or any shares or securities
or a business or undertaking (or, in each case, any interest in any of them), or (ii)
incorporate a company. The Borrower shall not, and shall procure that its subsidiaries
shall not, enter into, invest in or acquire (or agree to acquire) any shares, stocks,
securities or other interest in any joint venture;
c. sell off, lease, transfer or otherwise dispose of more than twenty (20) percent of its
earning non-current assets, unless proceeds are used to pay down indebtedness to
the Lenders and CM, and such sale shall not be made otherwise than on arm’s length
terms and for full market value;
d. declare, make or pay more dividends, reserves, charges, distribution owners’ draws,
shareholder advances, fees or compensation to management, advisory, directors and
other officers of the Borrower, and loans to affiliates (whether in cash or in kind) than
already declared, made or are already paying based on the reported figures (on the
financial statements) of the last financial year of the Borrower immediately prior to the
signing of this Note;
e. take up any additional debt (including but not limited to loans, bonds, and notes) other
than through banks (licensed under and governed by the Banking Act), finance
companies (licensed under and governed by the Finance Companies Act), government
agencies or CM;
f.
pass any resolution for the winding-up of the Borrower, nor cause a petition for winding-
up to be presented against the Borrower, or the appointment of a receiver or receiver
and manager of the respective undertakings or assets of the Borrower; and
g. do any act or enter into any transaction that, in the opinion of CM, puts the business of
the Borrower in jeopardy.
2. The Borrower shall:
a. upon becoming aware of the occurrence of any Event of Default as specified in Clause
11 or any event or circumstance which is reasonably likely to have a Material Adverse
Effect on the Borrower, promptly notify CM of the same; and
b. within three (3) days submit to CM upon request any and all of its bank statements,
whereupon CM shall notify the Lender of any information based on the submitted bank
statements that may have a Material Adverse Effect on the Borrower.
3. All financial covenants set out in this Schedule 4 shall be calculated in accordance with
generally accepted accounting principles in the country of incorporation of the Borrower.
Page 26 of 28
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