Uniport Loans

5th Floor Fortis Towers P.O Box 933-00606 Nairobi, Kenya.Your

Address
Tel. No. +254 798225533
Email [email protected]

Loan Agreement

Dated ____________________ (year)

Philip Chengo Mangale

(the Borrower)

and

UNIPORT LTD
(the Lender)
and
Nassir Kambi
(as the Guarantor)

Loan Agreement
(Agreement)
relating to
Philip Chengo Mangale

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Table of Contents

Clause Page

1 DEFINITIONS AND INTERPRETATION

2 THE LOAN AND ITS PURPOSE
3 THE ACCOUNT
4 TERM, PAYMENT, PREPAYMENT AND REPAYMENT
5 EARLY REPAYMENT
6 INTEREST AND DEFAULT INTEREST
7 GUARANTEE BY THE GUARANTOR
8 FEES AND EXPENSES
9 SECURITY
10 COMMITMENT TO SERVE THE COUNTRY
10 ENFORCEMENT EVENTS
11 REPRESENTATIONS AND WARRANTIES
12 TERMINATION
13 CONDITIONS PRECEDENT
14 NOTICES
15 GOVERNING LAW
16 DISPUTES
17 GENERAL

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THIS AGREEMENT is made as of the ______ day of _________ , 2020

(1) Philip Chengo Mangale a Kenyan National of passport/identification number (37967292)

and for the purpose hereof of Post Office Box Number 1805-80100 (hereinafter called "the
Borrower" which expression shall where the context so admit include its successors in title and
assigns);

(2) UNIPORT LTD, a limited liability company registered in the Republic of Kenya with
Registration Number PVT-LRU7XLQ and for the purposes hereof of Post Office number
933-00606 , Nairobi (hereinafter referred to as “the Lender” which expression shall include,
where the context so admits, the Lender’s personal representatives and permitted assigns); and

(3) (Nassir Kambi), a Kenyan National of passport/identification number 37907321 and for the
purpose hereof of Post Office Box Number 1805-80100,MOMBASA (hereinafter called "the
Guarantor" which expression shall where the context so admit include its successors in title
and assigns) .

RECITALS:

(A) The Borrower is a student undertaking his/her studies in the institution of Technical
University of Mombasa (TUM) (hereinafter defined as “Institution”) ) and requires the
Lender to provide finance to sustain their studies thereof.

(B) Subject to the terms and conditions of the Loan Agreement, the Lender agrees to make the
Loan available to the Borrower for drawing. The issuance of the loan is further conditional to the
Conditions Precedent as per clause 13.

(C) The Lender and the Borrower have now entered into this Loan Agreement to record and
regulate their relationship, rights and obligations in respect of repayment of the Loan
(hereinafter defined) on the terms and conditions appearing hereunder.

(D) The Guarantor has agreed to guarantee the obligations of the Borrower with regard to this Loan
Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement (including the Recitals) the following words and expressions shall, unless the
context otherwise requires, have the following meanings:

1.1.1 Accounts means the Accounts more particularly described in Clause 3 ;

1.1.2 Business Day means any day (other than a Saturday or Sunday) on which banking
institutions are generally open for the conduct of usual banking business in Nairobi,
Kenya;

1.1.3 Disbursement Date means each date upon which each a Tranche of the Loan is
made available to theBorrower; the Last Disbursement Date means the date upon
which the final tranche of the Loan is made available to the Borrower

1.1.4 Enforcement Event means any one of the events listed in Clause 10.1 ;

1.1.5 Interest Rate means the fixed rate of 12% per annum;

1.1.6 Lender’s Advocates means Anjarwalla & Khanna Advocates for purposes hereof of
rd
3 Floor, The Oval, Junction of Ring Road Parklands and Jalaram Road Westlands, P.O.
Box 200-00606 Nairobi;

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 1.1.7 Loan means the total amount as provided in paragraph 2.1, together with any further
increases as agreed between the Parties;

1.1.8 Loan Amount Paid means the amount of the total Loan effectively paid out to the
Borrower.

1.1.9 Project means the studies undertaken by the Borrower with which the Lender has
agreed to provide finance to sustain the Borrower throughout this

1.1.10 Repayment Amount has the meaning ascribed to it in clause 4.2

1.1.11 Term means, in relation to the Loan, the [two (2)/four (4)/six (6)/eight (8) years] from
Start September, 2020 to May, 2027) as agreed upon by the parties

1.1.12 Tranche means a portion of the Loan paid out

1.1.13 Study Year means the individual Borrower’s full year of University studies within the
Project under the terms of this Agreement

1.2 In this Agreement (including the recitals) unless the context otherwise requires:

1.2.1 words denoting the singular number shall include the plural and vice versa and
references to the masculine gender includes a reference to the feminine gender and
neuter and vice versa;

1.2.2 references to a document in “agreed form” or in “agreed terms” are references to the
document described in the form of the draft agreed between the parties thereto and
initialled by or on behalf of such parties for purposes of identification;

1.2.3 the expression “parties” shall mean the Lender and the Borrower and “party” shall be
construed accordingly;

1.2.4 the expression "person" includes any legal or natural person, partnership, trust,
company, joint venture, agency, governmental authority or other body (whether
corporate or unincorporate);

1.2.5 references to “writing” shall include any mode of reproducing words in a legible and
non-transitory form;

1.2.6 headings to Sections are for convenience only and shall not affect the interpretation
or construction of this Agreement;

1.2.7 references to Sections, clauses and sub-clauses are to be construed as references to

the sections, clauses and sub-clauses of this Agreement;

1.2.8 statutory provisions shall, save as otherwise expressed in this Agreement, be

construed as references to those provisions as respectively amended, consolidated,
extended or re-enacted from time to time and any orders, regulations, instruments or
other subordinate legislation made from time to time under the statute concerned
provided that any such amendment, consolidation, extension or re-enactment does not
have retrospective effect;

1.2.9 indemnifying any person against any circumstance includes indemnifying and
keeping him harmless from all actions, claims and proceedings from time to time made
against that person and all loss or damage and all payments, costs and expenses made
or incurred by that person as a consequence of or which would not have arisen but for
that circumstance.

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 1.3 In this Agreement any reference to any document including this Agreement means that
document as is supplemented, amended or varied from time to time between the parties thereto
in accordance with the terms (if applicable) hereof and thereof.

1.4 If a definition of a particular term or expression in this Agreement imposes substantive rights
and obligations on a party such rights and obligations shall be given effect to and shall be
enforceable notwithstanding that they are contained in a definition.

1.5 Where any term is defined within the context of any particular Section, clause or sub-clause,
the term so defined, unless it is clear from the Section, clause or sub-clause in question that the
term so defined has limited application to such Section, clause or sub-clause, shall bear the
meaning ascribed to it for all purposes under this Agreement notwithstanding that that term has
not been separately defined in this Section 1.

2 THE LOAN AND ITS PURPOSE

2.1 The Lender agrees to make available to the Borrower, subject to and upon the terms and
conditions contained herein, the total Loan amount of KES KES 199,850.00

2.2 The Loan shall be disbursed in [two / four] Tranches per Study Year.

2.3 The Loan shall be utilized by the Borrower strictly to finance the Project.

3 THE ACCOUNT
3.1 The Loan or any other moneys payable hereunder shall be paid without deduction, set off or
counterclaim such payment to be effected by Electronic Funds Transfer (EFT) to the following
Accounts:

Personal Account:

Account Name: Philip Mangale

Bank: Kenya Commercial Bank Limited

Branch: KILIFI

Account Number: 1259848876

SWIFT/ Sort Code: KCBLKENX

University Account:

Account Name: TECHNICAL UNIVERSITY OF MOMBASA

Bank: Kenya Commercial Bank Limited

Branch: MVITA

Account Number: 1169329578

SWIFT/ Sort Code: KCBLKENX

4 TERM, PAYMENT, PREPAYMENT AND REPAYMENT

4.1 The Loan Amount Paid shall be repaid through quarterly instalments, with the first instalment
due approximately ten (10)months after Last Disbursement Date. The specific repayment dates
are set out in the repayment schedule (“Repayment Schedule”) as per Appendix 1.

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 4.2 The Borrower shall repay the Loan Amount Paid together with all interest accrued thereon (the
Repayment Amount) as per the Repayment Schedule.

4.3 All payments due to the Lender from the Borrower shall be paid net of withholding taxes
applicable at the prevailing rates. For the avoidance of doubt, the Lender shall be responsible for
payment of any other taxes that may apply on the interest received by the Lender.

4.4 If the repayment date shall fall on a weekend or a public holiday, the Borrower shall make any
payment due hereunder on the next Business Day following such weekend or public holiday.

4.5 Any repayment of the Loan in whole or in part will not terminate any of the other obligations of
the Borrower under this Agreement.

4.6 As security for the payment of the Loan Amount Paid to the Borrower under the terms
mentioned above, the Guarantor undertakes to guarantee the repayment of the Loan Amount
Paid (together with accrued interest) in accordance with clause 7 of this Loan Agreement.

5 EARLY REPAYMENT
5.1 The Borrower shall be allowed, subject to consent by the Lender and upon giving not less than
twenty one (21) Business Days’ written notice to the Lender, to make payments in advance of
the repayment dates as per Repayment Schedule, with the first early repayment possible
together with the first scheduled repayment.

6 INTEREST AND DEFAULT INTEREST

6.1 The Borrower shall pay the Repayment Amount as well after as before demand or liquidation of
the Borrower on the Loan as provided below.

6.2 The Borrower shall pay interest on the Loan Amount Paid at the Interest Rate as specified and
computed in the Repayment Schedule.

6.3 Interest shall begin to accrue from and including the date as of which the first Tranche of the
Loan is disbursed.

6.4 If the Borrower fails to pay any sum payable under this Agreement on its due date the Borrower
will pay to the Lender interest on such sum from the date of such failure to the date of actual
payment (as well after as before judgement or the liquidation of the Borrower) at a rate equal to
50% (fifty) per annum of the Interest Rate over and above the Interest Rate. The Borrower
acknowledges that this amount represents a genuine pre-estimate of the loss to be suffered by
the Lender in funding the default of the Borrower.

7 GUARANTEE BY THE GUARANTOR

7.1 If the Borrower defaultsin the performance of any obligation pursuant to clauses 4 or 6 of this
Loan Agreement (“ Payment Outstanding”), the Guarantor shall forthwith upon first demand of
the Lender unconditionally pay (or procure the payment of) the Payment Outstanding, expressly
waiving the right to excuse payment and the right to make any exception for non-payment of
any amounts demanded by the Lender under this clause 7 .

7.2 In consideration of the Lender entering into this Agreement, the Guarantor hereby
unconditionally and irrevocably indemnifies the Lender for any direct legal costs incurred by the
Lender with respect to the recovery of the Loan Amount Paid (together with all accrued interest),
should the Borrower breach any of the terms of this Loan Agreement.

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 8 FEES AND EXPENSES
8.1 Each party will meet its own costs in connection with the negotiation, preparation and
execution of this Agreement or in the payment of charges, legal fees or levies.

8.2 The Borrower will pay to the Lender on demand all expenses (including legal and out-of-pocket
expenses together with value added tax (if any) thereon) incurred by the Lender, in connection
with the enforcement of the Lender’s rights pursuant to this Agreement on a full and unqualified
indemnity basis.

9 SECURITY
9.1 The security provided under Clause 7 of this Agreement shall be a continuing security
notwithstanding the dissolution, insolvency, liquidation or winding up of the Lender or any
settlement of account or other matter whatsoever, and is in addition to and shall not merge with
or otherwise prejudice or affect any contractual or other right or remedy or any guarantee
indemnity lien pledge or bill note.

10 COMMITMENT TO SERVE THE COUNTRY

10.1 The Borrower is expected to contribute post finalization of his/her studies to the further
development of Kenya:

10.2 Borrowers willing to make a firm commitment – for a certain time or otherwise – may
be provided further financial incentives in form of a reduction of the interest rate. Such
reductions will be negotiated individually and depend on form and terms of such
commitments.;

11 ENFORCEMENT EVENTS
11.1 The following events shall each constitute an “Enforcement Event”:

11.1.1 if the Borrower fails to pay the Repayment Amount;

11.1.2 if the Borrower has made an untrue representation or statement to the Lender in
reference to this Loan Agreement; or

11.1.3 if the Borrower is unable to pay its debts as they fall due or if any bankruptcy or
analogous proceedings are taken in respect of the Borrower.

11.2 The Borrower will immediately notify the Lender in writing of the occurrence of any Enforcement
Event or of the occurrence of any event which with the lapse of time or giving of notice would or
may constitute an Enforcement Event.

11.3 Upon an occurrence of an Enforcement Event, the Lender shall inform the Borrower that,
ifBorrower will not remedy the event constituting an Enforcement Event within a time as defined
by the Lender,the Lender shall be entitled (but not obliged) to demand the immediate repayment
of the Loan (together with all accrued interest).

12 REPRESENTATIONS AND WARRANTIES

12.1 To induce the Lender to make available the Loan to the Borrower and by accepting this
Agreement, the Borrower hereby represents and warrants to the Lender that:

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 12.1.1 this Agreement constitutes the Borrower’s legal, valid and binding obligations in
accordance with its terms;

12.1.2 the Borrower’s obligations under this Agreement will constitute valid and binding
obligations of the Borrower enforceable in accordance with their respective terms;

12.1.3 the Borrower is not (or, would not with the giving of notice or passing of time or both
be) in default in respect of any other indebtedness (including obligations under
guarantees and indemnities) and the borrowing and repayment of the Loan will not
contravene any existing applicable law or regulation or any contractual or other
restriction or limitation binding on the Borrower;

12.1.4 save as disclosed in writing to the Lender there is no action, suit or proceeding
pending or, to the Borrower’s knowledge after due inquiry, threatened against the
Borrower or any of the Borrower’s assets which could or might have a material adverse
effect on the Borrower’s financial condition or otherwise;

12.1.5 all necessary governmental and other official consents and approvals required for the
Borrower to accept the Loan and to make all payments in accordance with the terms of
this Agreement have been obtained and are in full force and effect; and

12.1.6 any information the Borrower has provided to the Lender was, when given, true and
no change has occurred since the date the information was supplied which renders it
inaccurate or misleading.

13 TERMINATION
13.1 Should the Borrower terminate his curriculum at the chosen institution, the Lender will have the
right to cease performing its obligations under this Loan Agreement. Unless a new loan
agreement is signed, the first repayment amount shall become due ten (10) months after the last
disbursement made.

13.2 Under special circumstances unilaterally defined by the Lender, the Lender may have to refrain
from further disbursements.In the event of such special circumstances the Lender shall have the
right stop further disbursements as per the end of each full Study Year. Unless a new loan
agreement is signed, the first repayment amount shall become due six (6) months after the end
of the last Study Year.

13.3 The Lender shall in both cases as per 12.1 or 12.2 provide an adjusted repayment schedule with
a repayment period equal to the total time of disbursements made to the Borrower.

14 CONDITIONS PRECEDENT
14.1 The Borrower agrees, upon demand of the Lender, to have his/her income earned over the Term
of the Loan specified and attached as Appendix 2.

14.2 The Borrower has attended a requisite training relating to the borrowing and repayment of
Loan.

14.3 The Borrower gives the Lender the right to contact the Borrower’ Institution directly in order to
obtain regular updates on the progress of the Borrower.

14.4 The Borrower agrees to the right of the Lender to contact the Kenya Revenue Authority and
make deductions for the purposes of recovering any amounts due.

14.5 The Borrower agrees to the right of the Lender to contact the Borrower’s future employer and
request a deduction from the Borrower’s salary in case of a delayed repayment of the Loan.

14.6 The Borrower agrees to the right of the Lender to contact and notify the Credit Reference
Bureau in the event that the Borrower defaults in the repayment of the Loan.
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 15 NOTICES
15.1 Any notice or other communication given or made under or in connection with the matters
contemplated by this Agreement shall be in writing.

15.2 Any such notice or other communication shall be addressed as provided in14.3 and, if so
addressed, shall be deemed to have been duly given or made as follows:

15.2.1 if sent by personal delivery, upon delivery at the address of the relevant party; or

15.2.2 if sent by post, five (5) Business Days after the date of posting provided that proof is
given that the notice was properly addressed and duly dispatched by post,provided
that if, in accordance with the above provisions, any such notice or other
communication would otherwise be deemed to be given or made outside normal
working hours in the place of service of the notice or other communication it shall be
deemed to be given or made at the start of normal working hours on the next Business
Day.

15.3 The relevant postal address of each party for the purposes of this Agreement:

For the Borrower:1805-80100

For the Lender: 933-00606, Nairobi

For the Guarantor: 1805-80100,MOMBASA

15.4 A party may notify the other parties to this Agreement of a change to its postal address for the
purposes of clause 14.3 provided that such notification shall only be effective on:

15.4.1 the date specified in the notification as the date on which the change is to take place;
or

15.4.2 if no date is specified or the date specified is less than ten (10) Business Days after
the date on which notice is given, the date falling fifteen (15) Business Days after
notice of any such change has been given.

16 GOVERNING LAW
16.1 This Agreement, including all matters relating to its validity, construction, performance and
enforcement, shall be governed by and construed in accordance with the law of Kenya.

17 DISPUTES
17.1 All disputes or differences which at any time arise between the parties whether during the Term
or afterwards touching or concerning this Agreement or its construction or effect or the rights
duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any
way connected with or arising out of the subject matter of this Agreement shall be referred to
arbitration by a single arbitrator to be agreed upon by the parties or in default of agreement by
the Chairman of the Chartered Institute of Arbitrators in accordance with the provisions of the
Arbitration Act No. 4 of 1995, and the rules of the Chartered Institute of Arbitrators (Kenya
Branch) shall apply to all such or any statutory modification or re-enactment of it for the time
being in force whose decision in relation to any such dispute or difference shall be final and
binding on the parties hereto. The seat of arbitration shall be in Nairobi, Kenya. The language to
be used in the arbitral proceedings shall be in English.
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 18 GENERAL
18.1 It is hereby agreed that the Borrower may not assign or transfer any of its respective rights or
obligations under this Agreement.

18.2 The parties agree that this Agreement constitutes the whole and entire agreement between the
parties relating to the Loan and supersedes and extinguishes any prior agreements,
undertakings, representations, warranties and arrangements of any nature whatsoever whether
or not in writing relating to the Loan.

18.3 No amendment to this Agreement shall be effectual or binding on the parties unless it is in
writing and duly executed by or on behalf of each of the parties.

18.4 Each of the provisions of this Agreement is severable and distinct from the others and if any
one or more of these provisions is or becomes invalid, illegal or unenforceable the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.

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IN WITNESS WHEREOF this Agreement has been duly executed by the parties as of the day and year first
above written.

THE LENDER

UNIPORT LTD
in the presence of:

……………....................
DIRECTOR/COMPANY SECRETARY

THE BORROWER

Signed by Philip Mangale

in the presence of:

……………....................

THE GUARANTOR

Signed by Nassir Kambi

in the presence of:

……………....................

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