Dated 13 September 2016 SKY PHARM S.A. AS BORROWER AND GRIGORIOS SIOKAS AS GUARANTOR AND SYNTHESIS PEER-TO-PEER INCOME FUND AS LENDER FIRST DEED OF AMENDMENT relating to the Loan Agreement dated 4 August 2016
EXHIBIT 10.1
EXECUTION COPY
Dated 13 September 2016
SKY PHARM S.A.
AS BORROWER
AND
XXXXXXXXX XXXXXX
AS GUARANTOR
AND
SYNTHESIS PEER-TO-PEER INCOME FUND
AS LENDER
FIRST DEED OF AMENDMENT
relating to the
Loan Agreement dated 4 August 2016
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Index
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| 1 | Definitions |
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| 7 |
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| 2 | Amendment |
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| 7 |
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| 3 | advance |
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| 8 |
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| 4 | guarantee |
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| 8 |
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| 5 | Miscellaneous |
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| 6 | Applicable law and Jurisdiction |
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EXECUTION PAGE |
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THIS DEED OF AMENDMENT is made on the 13th day of September 2016 (the “Deed”)
PARTIES
SKY PHARM S.A. (ΦΑΡΜΑΠΟΘΗΚΗΣΚΑΪΦΑΡΜΑ.Ε.), a société anonyme duly incorporated and validly existing and operating under the laws of the Hellenic Republic, holder of General Commercial Registry (ΓΕΜΗ) No. 131417304000 and Tax Registration No. 800597686/Tax Authority FAE Thessaloniki, having its registered office at 0, Xxxxx Xxxxxxxx Xxxxxx, 00000 Xxxxxxxxxxxx (the “Borrower”);
SYNTHESIS PEER-TO-PEER INCOME FUND an exempted company incorporated in the Cayman Islands with limited liability, XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Xxxxxx XX0-0000, Cayman, as lender (the “Lender”); and
XXXXXXXXX XXXXXX, resident of Xxx Xxxxx X.X. Xxx 000, 00000, Xxxxxxxxxxxx, with Greek ID No: AH356375, issued at Litochoro, Pierias and Greek AFM: 126793707, DOY Z' Thessalonikis (the “Guarantor”).
BACKGROUND
The Lender, the Borrower and the Guarantor entered into a loan facility agreement for a facility of $1,292,769 (the “Facility Agreement”) dated 4 August 2016.
Following the execution of the Facility Agreement, in addition to the original facility amount the Lender has advanced a further sum of $240,250.65 to the Borrower which has been agreed by the Lender, Borrower and Guarantor to be treated as an increase in the maximum facility amount, subject to the terms and conditions of the Facility Agreement and guaranteed by the Guarantor as provided in the Facility Agreement.
The parties to the Facility Agreement therefore wish to amend the Facility Agreement as provided herein in order to increase the maximum loan amount.
IT IS AGREED as follows:
DEFINITIONS
Defined expressions
Words and expressions defined in the Facility Agreement shall have the same meanings when used in this Deed unless the context otherwise requires.
AMENDMENT
The Facility Agreement shall be amended as follows:
Clause 2.1 of the Facility Agreement shall be replaced in full as follows:
| “2. | 1 Subject to the terms of this Agreement, and in reliance on the representations and warranties of the Borrower and the Guarantor set out in Clause 7, the Lender agrees to make available to the Borrower the loan in one or more Advances to cover working capital requirements, as well as fees and expenses payable hereunder, in a total amount of up to $1,532,974 (one million, five hundred and thirty-two thousand, nine hundred and seventy-four US Dollars).” |
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ADVANCE
The sum of $240,204.65 (two hundred and forty thousand, two hundred and four US Dollars and sixty-five US Dollar cents) advanced to the Borrower by the Lender on or about 19 August 2016 shall be deemed to constitute an Advance under the Facility Agreement and subject to the terms and conditions thereof.
GUARANTEE
The Guarantor signs this Deed as an acknowledgement of the terms set out herein and agrees that the Guarantee set out in the Facility Agreement shall extend to the increased maximum amount of the Facility as amended hereby.
MISCELLANEOUS
Severability
All the provisions of this Deed are severable and any provision of this Deed prohibited by or unlawful or unenforceable under any applicable law shall (to the extent required by such law) be ineffective without affecting or modifying the remaining provisions of this Deed but where the provisions of any such applicable law may be waived they are hereby waived to the full extent permitted by such law to the end that this Deed shall be a valid and binding document enforceable in accordance with its terms.
APPLICABLE LAW AND JURISDICTION
This Deed shall be governed by, and construed in accordance with, English law.
Subject to Clause 0, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of, or in connection with, this Deed.
Clause 0 is for the exclusive benefit of the Lender, which reserves the right:
to commence proceedings in relation to any matter which arises out of, or in connection with, this Deed in the courts of any country other than England and which have or claim jurisdiction to that matter; and
to commence such proceedings in the courts of any such country or countries to concurrently with, or in addition to, proceedings in England or without commencing proceedings in England.
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EXECUTION PAGE
IN WITNESS WHEREOF, the parties hereto, acting in their own names or through their duly authorised representatives, have caused this Deed to be signed and delivered as a deed in their respective names as of the date first above written.
EXECUTED as a DEED by SKY PHARM X.X. Xx Xxxxxxxxx Xxxxxx Authorised by virtue of resolution Of its Board of Directors dated 12 September 2016
Witnessed by: |
| ) ) ) /s/ Xxxxxxxxx Xxxxxx )
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EXECUTED as a DEED by SYNTHESIS PEER-TO-PEER INCOME FUND By Xxxxxxxx Xxxxxxxxxxxx Duly authorised
Witnessed by: |
| ) ) ) /s/ Xxxxxxxx Xxxxxxxxxxxx )
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EXECUTED as a DEED by By Xxxxxxxxx Xxxxxx
Witnessed by: |
| ) ) /s/ Xxxxxxxxx Xxxxxx
)........................................ |
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