THIS AGREEMENT is made the 2nd day of June 1998
BETWEEN :
(1) SUMMIT DESIGN, INC. (a company incorporated under the laws of Delaware)
whose registered office is at 0000 XX Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx
00000-0000 XXX ("the Lender")
(2) SUMMIT DESIGN ASIA LIMITED (a company incorporated with limited liability
in Hong Kong with registration number 494811) whose registered office is at
Room 704, Silvercord Tower, 230 Canton Road, Tsimshatsui, Kowloon, Hong
Kong("the Borrower")
WHEREAS :
(A) The Lender has agreed to lend to the Borrower the sum of US$750,000 upon
and subject to the terms and conditions hereinafter contained;
(B) Anam S&T Co., Limited (a company incorporated under the laws of Korea)
whose registered office is at Anam Building, 000-00 Xxxxxxx-Xxxx, Xxxxxxx-
Xx, Xxxxx, Xxxxx 135-090 has also agreed to lend to the Borrower the sum of
US$750,000 upon and subject to the terms and conditions contained in a loan
agreement entered into on even date herewith between Anam S&T Co., Limited
and the Borrower ("Anam Loan Agreement");
(C) Asia Design Corporation, Limited ("ADC") a Korean corporation has agreed to
guarantee the sums advanced to the Borrower by the Lender under this
Agreement and by Anam S&T Co., Limited under the Anam Loan Agreement and
which guarantee shall be secured by way of a charge over certain assets of
ADC pursuant to the terms and conditions of an agreement entered into on
even date herewith and made between ADC, the Lender and Anam S&T Co.,
Limited (the "Security Agreement").
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. THE LOAN
1.1 The Lender shall lend to the Borrower and the Borrower shall borrow
from the Lender the sum of US$750,000 upon and subject to the terms
set out in this Agreement ("the Loan").
1.2 The Loan shall be applied by the Borrower solely for the purpose of
its working capital requirements.
2. REPAYMENT
2.1 The Borrower shall repay the Loan to the Lender on June 2, 2003.
2.2 Upon repayment of the Loan or any part thereof, the Borrower shall pay
to the Lender all interest accrued in accordance with Clause 3 hereof
on the monies so repaid. All payments of principal and interest to be
made
by the Borrower under this Agreement shall be made in United States
Dollars without withholding or deduction of any tax, assessment or
other governmental charge ("Tax") unless required by law and if the
Borrower shall be required to deduct or withhold any Tax, or if any
Tax is required to be paid by the Lender on account of payments made
hereunder, the Borrower shall pay to the Lender such additional amount
as shall be required so that the net amount received by the Lender
from the Borrower after such deduction, withholding or payment shall
equal the amount otherwise due to the Lender under this Agreement.
2.3 Repayment of the Loan pursuant to this Clause 2 shall be by
telegraphic transfer to such bank account of the Lender as it may
from time to time notify to the Borrower.
2.4 Notwithstanding Clause 2.1 hereof, the Borrower shall be entitled at
any time to prepay to the Lender all or any part of the Loan without
premium or penalty. Any such prepayment shall be made together with
interest accrued thereon to the date of payment. Any prepayments
shall be applied firstly in payment of any accrued interest and
secondly in reduction of the principal balance outstanding under the
Loan. No amounts prepaid under this Agreement shall be available for
reborrowing under this Agreement.
3. INTEREST
The Borrower shall pay to the Lender interest on the Loan from and
including the date hereof until repayment in full of the Loan at the rate
of 5% per annum. Such interest shall accrue from day to day, shall be
calculated on the basis of the actual number of days elapsed and a 365-day
year and shall be compounded and paid every six months on December 2nd and
June 2nd of each year.
4. EVENTS OF DEFAULT
4.1 Notwithstanding Clause 2 hereof, the Loan together with any unpaid
interest thereon shall become immediately due and payable by the
Borrower to the Lender upon the occurance of any of the following :-
4.1.1 The Borrower makes default in the payment of any interest
payable on the Loan for a period of five days after the due
date;
4.1.2 The Borrower commits any material breach of any other
provisions of this Agreement;
4.1.3 If any distress, execution or other process is levied or
enforced upon or issued against any chattels or property of
the Borrower;
4.1.4 An encumbrancer takes possession or a receiver is appointed
of
the whole or any part of the undertaking, property or assets
of the Borrower;
4.1.5 An order or an effective resolution is passed for the
winding up or dissolution of the Borrower or for the
appointment of a liquidator other than for the purpose of a
solvent reconstruction or amalgamation;
4.1.6 The Borrower is unable to pay its debts or makes any scheme
or arrangement with its creditors or if the Borrower stops
or suspends payment of its debts or ceases or threatens to
cease to carry on its business;
4.1.7 The Security Agreement shall for any reason except to the
extent permitted by the terms thereunder fail or cease to
create a valid and first perfected security interest over
any of the assets covered by the Security Agreement;
4.1.8 Any event of default as set out in Clause 4.1 of the Anam
Loan Agreement;
4.2 The Borrower hereby covenants to notify the Lender immediately in
writing of any of the events specified in Clause 4.1 hereof or of the
occurrence of any event which with the lapse of time or giving of
notice would or may constitute any of the same.
5. COSTS
All costs, charges and expenses incurred by the Lender in the lawful
exercise of the powers hereby conferred whether or not occasioned by any
act, neglect or default of the Borrower shall be borne by the Borrower and
shall carry interest from the date of the same being incurred or becoming
payable at the rate from time to time payable on the Loan and the amount of
all costs, charges, expenses and payments and all interest thereon shall be
payable by the Borrower on demand. All such costs, charges, expenses and
payments shall be charged by the Lender and paid by the Borrower on a full
indemnity basis.
6. NOTICES
6.1 Any notice given under this Agreement is to be in writing signed by or
on behalf of the party giving it. The notice may be served by leaving
it at or sending it by facsimile transmission or pre-paid airmail
posted to the party's registered office for the time being set out in
this Agreement or to such other address as that party may from time to
time notify in writing to the other party.
6.2 Any notice so served is deemed to have been received;
6.2.1 in the case of personal service upon delivery;
6.2.2 in the case of facsimile transmission 9.00 am on the next
business day after transmission;
6.2.3 in the case of pre-paid airmail post, five days after the
date of posting.
6.3 In proving service;
6.3.1 by post, it will be sufficient to establish that the
envelope containing the notice was properly stamped,
addressed and posted;
6.3.2 by facsimile, it will be sufficient to establish that the
notice was duly received by production of a copy fax bearing
the addressee's answerback code or automatic record of
correct transmission.
7. MISCELLANEOUS
7.1 No failure on the part of the Lender to exercise and no delay in
exercising any rights under this Agreement shall operate as a waiver
nor shall any single or partial exercise by the Lender of any right,
power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.
7.2 This Agreement shall be binding upon and enure for the benefit of the
parties hereto and their respective successors, and in the case of the
Lender its permitted assigns.
7.3 This Agreement shall be governed by and construed in accordance with
the laws of the Hong Kong Special Administrative Region of the
People's Republic of China and the parties agree to submit to the non-
exclusive jurisdiction of the Courts of the Hong Kong Special
Administrative Region of the People's Republic of China for all
purposes relating to this Agreement.
IN WITNESS whereof this Agreement has been entered into by the parties the day
andyear first above written.
EXECUTED AND DELIVERED as a Deed by )
SUMMIT DESIGN, INC. )
acting by: )
/s/: C. XXXXXX XXXX
------------------------------
Name: C. Xxxxxx Xxxx
Title: Chief Financial Officer
SIGNED BY )
AND )
duly authorised for and on behalf of )
SUMMIT DESIGN ASIA LIMITED )
/s/ Xxxxxxx X. Xxx
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Director
/s/ Xxxxx X. Xxxxxxx
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Director
