LOAN AGREEMENTS
Exhibit
10.2 – Loan Agreement
This
tenth day of August two thousand seven, before me, Xx. Xxxxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxxx, Civil Law Notary in municipality of Haarlemmermeer, personally
appeared:
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1. Xx.
Xxxxx Xxxxxxxx, born in 's-Gravenhage on the seventh of March nineteen
hundred and sixty-three, residing at 3024 VD Rotterdam (The Netherlands),
Willem Xxxxxxxxxxxxxxx 000 C 2, unmarried and not registered as
a partner,
holder of a Dutch passport, number: XX0000000, issued in Rotterdam
(The
Netherlands) on the ninth of February two thousand and six, who
when
granting the power of attorney acted as independently authorised
Managing
Director of: the private company with limited liability: Royal
Invest Europe B.V., having its registered office hi Amsterdam
(The Netherlands), having its main office at 1066 EE Amsterdam
(The
Netherlands), Ditlaar 7, entered in the commercial register of
the Chamber
of Commerce and Industry for Amsterdam under file number 34130365,
hereinafter referred to as "the Company";
and
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2. Xx.
Xxxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx, residing at 3981 AH
Bunnik,
Schoudermantel 52, born in Utrecht on the tenth of July nineteen
hundred
sixty-five, unmarried and not registered as partner within the
meaning of
a registered partnership, holder of a Dutch drivers license with
number
3197901295, issued in Bunnik on the seventh of January two thousand
and
two, for these presents acting as Director with independent authority
of:
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the
Stichting Administratiekantoor Xxxxxx Foundation, having its registered office
in Maarssen (The Netherlands), having its main office at 2231 HV Rijnsburg
(The
Netherlands), Brouwerstraat 138C, entered in the commercial register of the
Chamber of Commerce and Industry for Utrecht and environment under file number
30213297, for these presents acting as independently authorised Managing
Director of:
the
private company with limited liability: Machine Transport
Midden-Nederland B.V., having its registered office in Bunnik (The
Netherlands), having its main office at 2231 HV Rijnsburg (The Netherlands),
Brouwerstraat 138C, entered in the commercial register of the Chamber of
Commerce and Industry for Utrecht under file number 30157069, hereinafter
referred to as "the Lender".
1
WHEREAS:
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1. The
Lender and the Company have agreed that the Lender shall lend to
the
Company as an unsecured loan an amount of one million thirty-eight
thousand and nine hundred sixty-nine euro (€
1,038,969.00).
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2 The
amount is the purchase price, which is left outstanding as a debt
from the
Purchaser to the Vendor, mentioned in a deed of a transfer of shares,
executed on the nineteenth day of July Two-thousand seven before
me,
notary.
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3 At
the request of the Company the amount shall be paid to the Company in
euros.
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4 The
parties wish to lay down the terms and conditions applicable to
the
foregoing loan agreement in
writing.
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HAVE
AGREED UPON THE FOLLOWING:
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CLAUSE
HEADINGS AND
PREAMBLE
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ARTICLE
1
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1 Clause
headings in this agreement are for ease of reference only and shall
have
no influence on the contents
thereof.
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2 The preamble is deemed to be embodied in this
agreement.
DEFINITIONS
ARTICLE
2
In
this
agreement the following expressions shall have the following
meaning:
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"the
Principal Sum"
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means
the amount in euro of the unsecured loan which Lender (from time
to time
shall have (has)) paid to the
Company;
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"the
Loan"
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means
the balance of the Principal Sum and any overdue interest accrued
thereon
as shall be outstanding from time to tune under this
agreement;
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"Effective
Date"
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means
the date of receipt by the Company of the Principal Sum or any
part
thereof as paid by the
Lender;
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"Subsidiary"
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means
any company in the share capital of which the Company participates
for
more than fifty per cent.
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2
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ARTICLE
3
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The
Lender has lent to the Company the Principal Sum of one million thirty-eight
thousand and nine hundred sixty-nine euro (€ 1,038,969.00) which Principal Sum
the Company acknowledges to have borrowed from the Lender and shall repay
to the
Lender on terms and conditions as described hereafter.
INTEREST
ARTICLE
4
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1 The
Company shall pay to the Lender on the first day of November two
thousand
and seven (“the interest payment date”)
of each year
interest on the Loan at a rate of six per cent (6%) per
annum.
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2 Any
amount of interest not paid within one month from the interest
payment
date shall be added to the Loan and shall bear the same interest
as the
Loan as of the interest payment
date.
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3 The
rate of interest on the Loan as stated in paragraph 1 of this article
may
be adjusted by the Lender on the interest payment date, for the
first time
per the first day of November two thousand and seven, by written
notice to
the Company twenty-eight days prior to the interest payment
date.
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REPAYMENT
ARTICLE
5
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1 The
Company shall repay any part of the Loan and current accrued interest
thereon on the bank account of the Lender or on such other bank
account as
may be notified to the Company by the
Lender.
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2 Unless
explicitly agreed to the contrary in writing between the Company
and the
Lender all amounts thus paid shall be applied first to the payment
of any
current accrued interest and the remaining balance shall be applied
to the
repayment of the Loan.
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3 The
Company may upon not less than twenty-eight days' prior written
notice at
any time in its absolute discretion repay all or any part of the
Loan
together with any current interest accrued thereon to the date
of
repayment.
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4 On
any repayment hereunder whereby the whole of the then outstanding
Loan
shall be repaid the Company shall cancel this agreement and notify
the
Lender in respect of such
cancellation.
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5 On
any partial repayment hereunder (other than the partial repayment
whereby
the total then outstanding balance of the Loan shall be repaid)
the
Company shall endorse this agreement to record the part of the
Principal
Sum then repaid and shall thereupon request the Lender to acknowledge
said
endorsement.
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6 The
day of payment shall be the day of receipt by the Lender and receipt
by
the Lender of any part of the Loan shall discharge the Company
for the
same amount.
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7 Notwithstanding
any subsequent agreement between the Lender and the Company and
notwithstanding the provisions mentioned in article 5 paragraphs
2, 3, 4
and 5 and article 8, paragraph 1, but without prejudice to the
provisions
mentioned in article 8, paragraph 2, the Loan must be repaid on
the first
day of November two thousand and
seven.
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CURRENCY
ARTICLE
6
Unless
otherwise agreed between the Lender and the Company the Loan and accrued
interest shall be paid in euros.
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EQUITIES
AND SET-OFF
ARTICLE
7
The
Loan
repayable under this agreement shall be repaid without regard to any equities
between the Company and the Lender or to any cross-claim or right of
set-off.
EVENTS
OF TERMINATION
ARTICLE
8
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1 The
Loan and any current interest accrued thereon up to the day of
repayment
shall become repayable upon not less than twenty-eight days' prior
notice
at the demand of the Lender.
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2 The
Loan and any current interest accrued thereon up to the day of
repayment
might become immediately repayable without prior notice at the
demand of
the Lender upon the happening of any of the following
events:
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a. if
the Company makes default for a period of twenty-eight days in
the payment
of any interest which ought to be paid in accordance with this
agreement;
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b. if
an order is made or an effective resolution passed for the winding
up of
the Company or of any Subsidiary of the Company, whose assets are
substantial in relation to the assets of the Company together with
the
assets of the Company's subsidiaries, except in case such order
or
resolution is made for the purpose of restructuring or amalgamation
while
the pertinent company is solvent, provided that the Lender is offered
loan
capital of a restructuring or amalgamating company granting rights
not
less favourable than those granted by this
agreement;
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c. if
the Company or any of its subsidiaries files a request for suspension
of
payments or is declared
bankrupt;
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d. if
the Company or any Subsidiary of the Company whose assets are substantial
in relation to the assets of the Company together with the assets
of the
Company's subsidiaries shall be unable to pay its
debts;
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e. if
the Company shall be charged for payment of any sum for which it
shall be
liable and the Company shall not make payment thereof before the
enforcement of the charge;
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f
. if as a result of default of the Company or any
Subsidiary of the Company any other debt of the Company or of any
Subsidiary of the Company shall become
repayable;
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g. if
the security for any borrowings of the Company or any Subsidiary
of the
Company shall become enforceable and the holder or holders thereof
shall
take any steps to enforce the
same;
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h. if
a Receiver is appointed to manage the affairs of the Company or
any
Subsidiary of the Company.
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4
PROPER
LAW
ARTICLE
9
The
validity, construction and performance of this agreement shall be governed
by
the law of The Netherlands and all disputes arising out of or in connection
with
this agreement shall be brought before the competent court at
Amsterdam.
This
deed, drawn up hi one original copy, was executed in Haarlemmermeer on the
date
first before written.
After
the
substance of this deed had been stated to the persons appearing, they declared
that they had noted the contents of this deed and did not require it to be
read
out in full. Subsequently, after a reading in part in accordance with the
law,
this deed was signed by the persons appearing, who have identified themselves
to
me, and by me, Notary.
Lender:
/s/
Xxxxxxxxx Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Machine
Transport Midden-Nederland B.V.
Company:
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
Royal
Invest Europe B.V.
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