1St Party Loan Agmt for Land & Construction Loans Co with Project Ac & Gtors
1
THIS LOAN AGREEMENT is made the day of Two Thousand And (20 )
Between :-
(1)(NRIC No. )and (NRIC No. ) both of (hereinafter jointly called the “Mortgagor”) of the first part;
(2) (Company Registration No. ) a company incorporated in Singapore and having its registered office at (hereinafter called the "Borrower") of the one part;
And
(3)SING INVESTMENTS & FINANCE LIMITED (Company Registration No. 196400348D) a company incorporated in the Republic of Singapore and having its registered office at 96 Robinson Road #01-01 SIF Building Singapore 068899 (hereinafter called the “Lender") of the third part.
WHEREAS this Agreement is supplemental to the Mortgages (as hereinafter defined) made between same parties as are parties hereto whereby the Mortgagor has mortgages to the Lender the land and premises therein described to secure the payment of all moneys and liabilities from time to time due owing and remaining unpaid by the Borrower to the Lender on account or otherwise as therein more particularly described.
NOW THIS AGREEMENT WITNESSETHas follows:-
1.(1)DEFINITIONS
In this Agreement, unless the context otherwise requires, the following words or expressions shall have the following meanings:-
(a)"Agreement" means this Agreement and includes any or all variations, amendments, supplements or substitutions to this Agreement as may be made in writing from time to time.
(b)"Architect” means the architect appointed or to be appointed for the Project with the approval of the Lender.
(c)“Assignment of Sale Proceeds” means the Assignment of Sale Proceeds dated on or about the date of this Agreement and made between the Mortgagor, the Borrower and the Lender in respect of the Property or any part thereof and shall include any or all variations, amendments, supplements or substitutions made thereto from time to time.
(d)"Borrower" includes its personal representatives, successors-in-title, permitted assigns and/or persons deriving title thereunder, as the case may be and where the context so requires or admits, references to the Borrower shall be construed as a reference to one or more of the Borrower or all the Borrowers.
(e)"Business Day" means any day on which the banks and the Lender in Singapore are open for business but excluding Saturdays, Sundays and public holidays.
(f)“Collateral Mortgage” means the Deed of Assignment of the State Land and the first legal Mortgage of the State Land (collateral to the Property Mortgage) in escrow executed or to be executed (as the context may require) by the Mortgagor and the Borrower in favour of the Lender, and includes any amendments variations or modifications to any of such Deed of Assignment and/or Mortgage and any further and other deed or mortgage(s) in addition and/or substitution to any of such Deed of Assignment and/or Mortgage.
(g)“Construction Loan” means the aggregate principal amount for the time being owing and outstanding under the Construction Loan Facility.
(h)"Construction Loan Facility" means the construction loan facility up to the principal amount as specified in the Facility Letter to be made available to the Borrower in accordance with the terms and conditions set out in the Facility Letter and this Agreement.
(i)"Contractor" means the main contractor for the Project and includes any substitute contractor for the time being engaged by the Mortgagor and/or the Borrower with the written approval of the Lender.
(j)Default Interest Rate" means the rate of five per cent (5%) per annum above the average prime lending rate of Singapore's three big local banks (viz DBS Bank Ltd, the United Overseas Bank Limited and the Oversea-Chinese Banking Corporation Limited) as at the last day of the month or at such other rate as may be fixed by the Lender in its absolute discretion.
(k)"Dollars" and the sign “$” respectively mean the lawful currency for the time being of the Republic of Singapore.
(l)"Drawdown Period" means
(i)in relation to the State Land Loan Facility, the period as specified in the Facility Letter;
(ii)in relation to the Construction Loan Facility, the period as specified in the Facility Letter;
or such other date as may be extended by the Lender at its absolute discretion and upon such terms and conditions set by the Lender.
(m)"Drawing" and "Drawings" means any, each or all (as the context may require) of the drawings made by the Borrower under the Construction Loan Facility and the State Land Loan Facility respectively.
(n)"Event of Default” and “Events of Default" means any, each or all (as the context may require) of the Events of Default mentioned in Clause 20 hereof.
(o)“Facilities” means the Construction Loan Facility and the State Land Loan Facility up to the aggregate principal amount as specified in the Facility Letter to be made available to the Borrower in accordance with the terms and conditions set out in the Facility Letter and this Agreement (or where the context so admits it includes reference to any one of the Facilities).
(p)“Facility Letter” means the facility letter dated the from the Lender to the Borrower and shall include all variations, amendments, supplements or substitutions made thereto from time to time.
(q)"Guarantee" means the guarantee & indemnity executed or to be executed by the Guarantor in favour of the Lender in respect of the Facilities and shall include all variations, amendments, supplements, substitutions or confirmations made thereto from time to time.
(r) “Guarantor” means (NRIC No. ) of and (NRIC No. ) of
(s)"Interest Payment Date" means the first day of every calendar month.
(t)"Interest Rate" means the rate of interest for the time being determined in accordance with Facility Letter in respect of the Facilities.
(u)"Lender" includes its successors and assigns.
(v)"Month" means calendar month.
(w)"Mortgages" means the Property Mortgage and the Collateral Mortgage and the expression “Mortgage” includes references to the Property Mortgage or the Collateral Mortgage, as the context so requires, and such expression also includes any amendments variations or modifications to any of the Property Mortgage and/or the Collateral Mortgage and any further and other mortgage(s) in addition and/or substitution to any of the Property Mortgage and/or the Collateral Mortgage.
(x)“Mortgaged Property” means the Property and the State Land and shall, where the context so requires, include any part or parts thereof.
(y) “Mortgagor” includes its personal representatives, successors-in-title, permitted assigns and/or persons deriving title thereunder, as the case may be and where the context so requires or admits, references to the Mortgagor shall be construed as a reference to one or more of the Mortgagors or all the Mortgagors.
(z)"Person" includes a corporation.
(aa) "Potential Event of Default" means any act, condition, event or circumstances which with the giving of notice, lapse of time, determination of materiality and/or the fulfilment of any other requirement or condition could become an Event of Default;
(bb)"Project” means the development and construction of a on the Mortgaged Property in accordance with the plans approved by the competent authorities or such other development project as may be approved in writing by the Lender.
(cc)"Property" means all that land and premises set out in Part I of the Schedule of this Agreement together with the building(s) erected or to be erected thereon.
(dd)“Property Mortgage” means the instrument of first legal mortgage No. of even date in respect of the Property and executed by the Borrower and/or the Mortgagor in favour of the Lender and includes any amendments variations or modifications thereto and any further mortgage(s).
(ee)"Repayment Date" means the date(s)for repayment of the Facilities referred to in Clause 8 and 9 hereof.
(ff)"Security Documents" means (1) the Facility Letter; (2) this Agreement; (3) the Mortgages (4) Assignment of Sale Proceedsand any other document which may be required by the Lender to be executed by the Mortgagor and the Borrower from time to time as security for the Total Indebtedness under this Agreement and as the same may be amended, supplemented, modified or substituted from time to time.
(gg)“State Land” means all that state land and premises set out in Part II of the Schedule of this Agreement together with the building(s) erected or to be erected thereon.
(hh)“State Land Agreement” means the agreement relating to the alienation of the State Land to the Mortgagor by the Commissioner of Lands, Singapore Land Authority.
(ii)“State Land Loan” means the aggregate principal amount for the time being owing and outstanding under the State Land Loan Facility.
(jj)“State Land Loan Facility” means the state land loan facility up to the principal amount as specified in the Facility Letter to be made available to the Borrower in accordance with the terms and conditions set out in the Facility Letter and this Agreement.
(kk)“TOP” means the Temporary Occupation Permit for the Project.
(ll)"Total Indebtedness" means the sum total of the Mortgagor’s and the Borrower's liabilities to the Lender arising out of or in connection with the Facilities and all outstanding interests, fees, costs, expenses and other moneys whatsoever, which are expressed to be payable, whether at maturity or otherwise by the Mortgagor and the Borrower under this Agreement and the Security Documents at any given time.
(mm)“Units” means the residential units comprised in the Project and references to the Units shall include references to any one or more or all of the Units.
(nn)"Year"means a calendar year.
(2)The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement. Unless the context requires otherwise, words denoting the singular number only shall include the plural and vice versa and words denoting the masculine gender only shall also include the feminine gender and vice versa and words importing persons shall include firms and corporation.
(3)Any reference to “the Borrower” in this Agreement shall be construed as reference to “the Borrower and/or the Mortgagor” unless the context requires otherwise.
(4)Any reference to a "time of the day" is to Singapore time unless otherwise stated. References to "Clauses" and "Schedule" are to be construed as references to clauses and the schedule to this Agreement.
(5)Any reference to any statute or other legislation, subsidiary legislation or rules shall be read as referring to such statute or other legislation, subsidiary legislation or rules as amended, revised or re-enacted from time to time.
(6)The expression “the Mortgagor and/or the Borrower” shall refer to all such persons or any one or more of them either solely or jointly or jointly with any other person or persons in partnership or otherwise.
2.FACILITIES AND PURPOSES
(1)Subject to the terms and conditions herein contained and in reliance on inter-alia the representations, warranties and undertakings in Clauses 14, 15 and 16 hereof, the Lender has agreed at the request of the Borrower to make available to the Borrower the Facilities comprising:-
(a)the State Land Loan Facility to be used for the purpose specified in the Facility Letter; and
(b)the Construction Loan Facility to be used for the purpose specified in the Facility Letter.
(2)The Mortgagor and the Borrower shall perform and comply with all the terms and conditions in the Facility Letter as if the same were incorporated herein. In the event of any conflict or inconsistency between the terms and conditions herein and the terms and conditions in the Facility Letter, the latter shall prevail.
(3)The Facilities shall be subject to the periodic review of the Lender. The Lender shall, at its sole and absolute discretion, without prior consent or approval from the Mortgagor and the Borrower be entitled to vary any of the terms or conditions herein or in the Security Documents or decrease, modify, restructure or determine any or all of the Facilities or any part thereof.
3.CONDITIONS PRECEDENT TO DISBURSEMENT OF FACILITIES
(1)Subject to the terms and conditions herein contained, the Borrower may draw on the Facilities when the following conditions have been satisfied:-
(A)Receipt of Documents: The Lender has received the following documents and has found them satisfactory:-
(a)a copy of the Certificate of Incorporation and the Memorandum and Articles of Association or the Constitution (amended, as the case may be, to comply with the Residential Property Act, Cap 274) of the Borrower certified as a true copy by a Director or the Company Secretary;
(b)a copy, certified as a true copy by the Director or Company Secretary of the Borrower, of resolutions of the Board of Directors of the Borrower in form and substance satisfactory to the Lender authorising, in accordance with the Memorandum and Articles of Association or the Constitution of the Borrower:-
(i)the acceptance of the Facilities upon the terms and conditions enumerated in this Agreement;
(ii)the opening of accounts with the Lender as may be required by the Lender from time to time;
(iii)the approval and execution of this Agreement and the Security Documents in accordance with the Articles of Associationor the Constitution of the Borrower;
(iv)the affixing of the Common Seal on the Mortgage and this Agreement in accordance with the Articles of Association or the Constitution of the Borrower;
(v)a person or persons to sign any notice of drawing and any other documents to be executed under hand and to be given pursuant to or ancillary to this Agreement or the Security Documents by or on behalf of the Borrower;
(c)this Agreement duly executed by the Mortgagor and the Borrower;
(d)all the title deeds or documents pertaining to the Property and the State Land;
(e)the Security Documents duly executed in favour of the Lender in form and substance satisfactory to the Lender; and
(f)any other documents as may be required by the Lender.
(B)Satisfaction of General Conditions:
Upon the following conditions being satisfied:-
(a)the title to the Property and the State Land and all replies to the legal requisitions sent to the various government departments (including the Land Transport Authority) and the road and drainage interpretation plans relating to the Property shall be satisfactory and acceptable to the Lender;
(b)there shall not exist at or prior to any Drawing an Event of Default or a potential Event of Default;
(c)all representations, warranties and statements contained herein and in the Security Documents or otherwise made in writing in connection herewith or therewith or in any certificate or statement furnished pursuant to any provisions hereof or thereof or in any documents or instruments referred to herein or therein shall be true and correct with the same effect as though made on the date on which the Drawing was made;
(d)that all acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement and the Security Documents respectively and to constitute the same legal, valid and binding obligations enforceable in accordance with their respective terms, shall have been done and performed and have happened in due and strict compliance with all applicable laws;
(e)that all fees costs and expenses which have accrued under Clause 27 hereof have been paid;
(f)that there is no material adverse change in the financial condition, operating environment, management of the Mortgagor and/or the Borrower or in any other condition which in the opinion of the Lender will materially affect the ability of the Mortgagor and/or the Borrower to perform their respective obligations under this Agreement, the State Land Agreement and the Security Documents or which will adversely affect the Project;
(g)that there are no circumstances which in the opinion of the Lender could adversely affect the decision or willingness of the Lender to offer or continue to grant the Facilities; and
(h)compliance and fulfillment of all the Pre-Disbursement Conditions specified or required by the Lender in the Facility Letter.
(C)Satisfaction of Particular Conditions with regard to the State Land Loan Facility:
(a)Upon receipt of the following documents acceptable to the Lender prior to drawdown of the State Land Loan Facility:-
(i)the written consent to the creation of the Mortgage by the relevant government authority (if applicable);
(ii)the written consent to the Mortgage by the relevant existing chargees of the Mortgagor’s and the Borrower's assets (if applicable);
(iii) all necessary legal documentation and satisfactory searches by the Lender’s solicitors must be complete;
(iv) a copy of the State Land Agreement with the premium of the State Land to be at least Dollars (S$);
(v) evidence of payment by the Mortgagor of the difference between the purchase price referred to in the State Land Agreement and the State Land Loan Facility and such amount shall not be financed by the State Land Loan Facility;
(vi) a valuation report of the Property from a professional valuation firm acceptable to the Lender showing that the market value of the Property is at least Dollars (S$) and the Gross Development Value of the Project upon completion is at least Dollars (S$); and
(vii) the Borrower shall disclose in writing to the Lender all subsisting negative pledge clauses imposed by the Borrower’s prior banks/charges/mortgagees/debenture holders, etc and copies of the relevant legal documents containing the negative pledge clauses must be given to the Lender. Where applicable, the Borrower must obtain written waivers from the prior banks/charges/mortgagees/debenture holders and copies of such written waivers must be given to the Lender; and