LOAN AGREEMENT
THIS AGREEMENT is made on 1 July 1999
BETWEEN: MOLDFLOW PTY LTD ("Company") (A.C.N. 005 647 496) a company duly
incorporated in the State of Victoria and having its
registered office at 000-000 Xxxxxxxxxx Xxxx, Xxxxxxx, 0000
AND: XXXX XXXXXX XXXXXX ("Shareholder") a shareholder of Company
RECITALS:
A. Company is to make a loan to Shareholder of A$200,000.00 on the first
day of July 1999.
B. Company and Shareholder wish to record the terms and conditions of the
loan.
THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
In this agreement the following expressions shall have the following
meanings
"INCOME TAX LAW" means all laws from time to time in force for the
raising of income tax in the Commonwealth of Australia or a State or
territory thereof, and includes any regulations made under those laws.
"THE ACT" means the Income Tax Assessment Xxx 0000 as amended.
"LOAN" is the amount to be loaned by Company to Shareholder in
accordance with Recital A.
"REPAYMENTS" includes cash payments in reduction of the Loan
outstanding and any other transactions that have the effect of reducing
the amount of indebtedness under the Loan from Shareholder to Company.
"YEAR OF INCOME" in clause 3 refers to the year ended 30 June unless
Company has a substituted accounting period for income tax purposes, in
which event "year of income" refers to that substituted accounting
period.
2. REPAYMENTS
2.1 Shareholder shall pay to Company the minimum level of
repayments specified in the Income Tax Law from time to time
as being required in order to prevent the Loan being treated
for income tax purposes as a dividend paid by Company. These
requirements are at present set out in section 109E of the
Act. Until the law is changed Shareholder shall make yearly
repayments under the Loan in accordance with the formula set
out at subsection 109E(6).
2.2 Notwithstanding subclause 2.1, Shareholder may make repayments
to Company greater than what is required under subclause 2.1.
3. INTEREST.
3.1 Interest shall be payable in each year of income by
Shareholder to Company on the Loan at the rate specified in
the Income Tax Law from time to time as being sufficient in
order to avoid the loan being treated for income tax purposes
as a dividend paid by Company. At present this required
interest rate is the benchmark interest rate specified in
subsection 109N(2) of the Act, being the Indicator Lending
Rates - Bank variable housing loans interest rate last
published by the Reserve Bank of Australia before the end of
the year of income.
3.2 Notwithstanding subclause 3.1, there shall be no requirement
under this Agreement for Shareholder to pay interest on the
Loan for the year of income during which the Loan is made and
while there is no minimum interest payable under section
109N(1)(b) of the Act or an equivalent provision for that year
of income.
3.3 Notwithstanding subclauses 3.1 and 3.2, Shareholder and
Company may agree that Shareholder shall pay a rate of
interest higher than the rate specified in subclause 3.1, or
interest on the Loan for the year of income in which the Loan
is made.
4. TERM OF LOAN
4.1 Shareholder shall pay to Company not later than 1 July 2000
the principal and interest then owing under the Loan.
5. ALLOCATION OF PAYMENTS.
5.1 Whenever there is a payment from Shareholder to Company,
Shareholder shall advise as to which indebtedness the payment
is to be applied against. If Shareholder fails to give this
advice Company shall determine which indebtedness of the
shareholder the payment is to be applied against and the
allocation in its books and accounts shall be binding upon the
parties.
IN WITNESS WHEREOF this agreement was entered into and executed the day and year
first hereinbefore written.
SIGNED for and on behalf of MOLDFLOW PTY LTD by )
) /s/ Xxxx Xxxxxx
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SIGNED by XXXX XXXXXX XXXXXX )
) /s/ A. Xxxxxx Xxxxxx
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