EXHIBIT 10.15
LOAN AGREEMENT
This agreement is entered into on September 6, 2002 between the company with
limited liability according to the laws of England Invu International Holdings
Ltd., having its corporate seat in London and offices at the Beren, Xxxxxxxxx
Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxxxxxx NN 7 3 DB, United Kingdom,
("Invu") and the company with limited liability according to the laws of The
Netherlands, Corsham Holding B.V., having its seat Amsterdam and office address
in the United Kingdom at the Beren, Xxxxxxxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxxxxxx NN 7 DB ("IN").
WHEREAS Invu and IN entered into the Exclusive Copyright and Trademark/tradename
licence as well as the Transfer of Trade Secrets and Exclusive License of
Know-How Agreement (the "Agreements").
WHEREAS the total price for the Agreements is a lump sum of British Pound
Sterling 25,000,000 (say: twenty five million British Pound Sterling) ((euro)
39,372,499) of which the amount of (euro) 965,544 (say: nine hundred sixty five
thousand and five hundred and forty four Euro) has been paid in cash today to
Invu by IN and of which the amount of (euro) 3,006,294 (say: three million six
thousand two hundred and ninety four Euro) is compensated with a debt of Invu to
IN.
WHEREAS Invu and IN want to enter into a loan agreement for the remainder of
(euro) 35,400,661 (say: thirty five million and four hundred thousand six
hundred sixty one Euro) taking as a starting point that 1 British Pound Sterling
equals 1,5749 Euro and wish to formulise the terms of the loan agreement in this
document.
WHEREAS IN is centrally and effectively managed and controlled from the United
Kingdom, and operates from the United Kingdom with additional premises in The
Netherlands.
AGREE AS FOLLOWS:
Article 1 LOAN
1.1 Invu renders to IN the right to postpone the payment of the amount of
(euro) 35,400,661 which IN is required to pay to Invu on the basis of the
Agreements and therefore lends this amount to IN. This amount represents
the remainder of the total price of (euro) 39,372,499 for the Agreements.
1.2. IN is required to repay the total sum of (euro) 35,400,661 to Invu on
September 6, 2011 unless the parties agree that the principal amount will
be repaid on an earlier date.
1.3. IN pays interest to Invu as of the date of the signing of this agreement.
The interest rate is 6.5 % (say: six and a half percent) on an annual
basis. The interest rate will (only) be calculated over the principal
amount. The interest for the first three years will not be payable until
September 6, 2005. On September 6, 2005 IN will therefore pay to INVU the
interest for the past three years. As of September 6, 2005 the interest
will be due and must be paid by IN to Invu each year on September 6 of that
year.
1.4. It is understood that the loan is rendered in Euro's and that all the
obligations hereunder shall be complied with in Euro's.
Article 2 EARLY REDEMPTION
2.1. Early redemption of the loan in whole or in part is permitted at any time
and without penalty.
2.2. In the event early redemption will take place prior to September 6 the
interest due for that specific year will be calculated pro rata for the
period prior to the early redemption.
Article 3 EVENT OF DEFAULT
3.1. In the event Invu and/or IN terminate during the duration of the Agreements
the Agreements the loan will be diminished if and in the manner as
indicated in the Agreements.
3.2. The following events will qualify as events of default of this loan
agreement which render to Invu the right to claim early payment of the
remaining principal amount as well as the accrued interest thereon with
immediate effect:
1. in the event the Agreements will during its existence be terminated by
Invu on the basis of a material breach by IN which can be blamed to
IN.
2. in the event of bankruptcy of IN or any situation reasonably giving
rise to doubt with regard to IN's ability to meet the obligations
hereunder and the payment of the principal amount.
3. in the event IN will not cure a default under this agreement within a
reasonable period after being given written notice to cure the default
by Invu.
Article 4 INFORMATION
4.1. IN has the duty to inform Invu in the event of situations which have or
might have a substantial impact on the financial situation of IN including
when IN grants security rights to third parties in respect to its assets.
In the event IN has any influence on the latter circumstances - e.g.
entering into of an agreement or the vesting of a security right - IN will
inform Invu before entering into these agreements and/or rendering these
security rights.
4.2. Once a year Invu has the right - without giving prior notice - to check the
administration of IN in order to establish whether IN complies with its
obligations meant in art. 4.1.
Article 5 PLEDGE
In order to secure the loan mentioned in this agreement IN will vest a
pledge on behalf of INVU - according to art. 3:239 Dutch Civil Code by an
authenticated deed - each month on all claims IN has obtained in respect to
the sale of the Products on its resellers and/or other purchasers in the
previous month.
Article 6 MISCELLANEOUS
6.1. This loan agreement is governed by the laws of The Netherlands. The
District Court in Amsterdam - Commercial Xxxxxxxx including its Injunctive
Relief Judge - is solely competent to judge about a conflict resulting from
this agreement.
6.2. IN does not have the right to compensate nor to suspend its obligations (in
Netherlands: "het recht op verrekening en opschorting is uitgesloten").
6.3. This document encompasses all the parties agreed upon in this respect. All
eventual earlier or other agreements are herewith withdrawn. This loan
agreement can only be amended by a written document which has been signed
by both parties to this agreement.
IN WITNESS WHEREOF this agreement is signed in two fold by the parties to
this agreement in Blisworth, United Kingdom and on the date of this
agreement mentioned above.
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Invu International Holdings Ltd. Corsham Holding B.V.
By: Xxxx Xxxxxxxx By: Invu International Holdings Ltd.
Position: Company Secretary Position: Company Secretary
By: Xxxx Xxxxxxxx
