Exhibit 10.5
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is dated as of March 12, 1998,
between ValorInvest Ltd., an Irish Corporation ("Lender"), and Geoteck
International, Inc., a Nevada corporation ("Borrower").
The parties agree as follows:
1. Loan. Lender will provide the Borrower with a loan in the amount of
up to US$1,500,000 (the "Loan") payable to the Borrower in installments as
mutually agreed upon by the parties in $250,000 increments not to exceed
$500,000 per month unless agreed to by the Lender. The Loan shall be evidenced
by Borrower's non-negotiable promissory note containing terms mutually agreed to
by the parties.
2. Interest. The Loan shall bear interest at a rate of seven and one
half percent (7.5 %) per annum.
3. Term and Termination. The term of the Loan shall commence on the
date of the first payment of the Loan to Borrower and will be due and payable
upon the earlier of December 31,1998 or the consummation of a public offering
for gross proceeds of at least US$100,000,000, unless extended by the Lender.
4. Notice. All notices, requests, demands and other communications
required or permitted hereunder must be in writing and shall be effective (a)
five (5) days after being mailed by first class and certified or registered
mail, return receipt requested, with proper postage prepaid or (b) two (2)
business days after being delivered to an established over-night delivery
service, with costs for "next day" delivery prepaid, addressed in either case to
the following addresses (or at such other addresses as will be given in writing
by the parties to one another):
To the Borrower: Geoteck International Inc.
Attention: Xx. Xxxxx Xxxx
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000.
Xxxxxxxxx, X. X. X0X 0X0
Tel: 000-000-000-0000
Fax: 000-000-000-0000
with copy to:
Xx. Xxxxxx Xxxxxx
Xxxxxxxxxxxxx. 00
00000 Xxxxxx - Xxxxxxx
Fax: 0000-00-00000000
To the Lender: ValorInvest Ltd.
Attention: Xx. Xxxxxx Xxxxxxxx
00 Xxxx xxx Xxxxxxx
0000 Xxxxxx
Xxxxxxxxxxx
Fax: 0000-0-0000000
with copy to:
Xxxxxxx X. Xxxxxx, Esquire
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
0000 Xxxxxxxxxxxx Xxxxxx, XX., Xxxxx 000
Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
5. Miscellaneous.
(a) Assignment. The parties may not assign any rights or
delegate any duties they have assumed hereunder without the prior written
consent of the other party. This Agreement is personal to the parties.
(b) Governing Law and Choice of Forum. This Agreement will be
governed by and construed in accordance with the internal laws of Switzerland.
The parties agree that any appropriate court located in Geneva will have
exclusive jurisdiction of any case or controversy arising under or in connection
with this Agreement and will be a proper forum in which to adjudicate such case
or controversy. The parties expressly consent to personal jurisdiction and venue
in such courts.
(c) Entire Agreement/Amendment. This Agreement embodies the
entire agreement of the parties hereto relating to the subject matter hereof and
supersedes all oral agreements, and to the extent inconsistent with the terms
hereof, all other written agreements. This Agreement may not be modified,
amended, supplemented or terminated except by a written instrument executed by
all parties hereto.
(d) Severability. Each of the covenants and agreements herein
above contained will be deemed separate, severable and independent covenants,
and in the event that any covenant will be declared invalid by any court of
competent jurisdiction, such invalidity will not in any manner affect or impair
the validity or enforceability of any other part or provision of such covenant
or of any other covenant contained herein.
(e) Captions and Section Headings. Captions and section
headings used herein are for convenience only and are not a part of this
Agreement and will not be used in construing it.
(h) Fax Execution. This Agreement may be executed by
delivery of executed signature pages by fax and such fax execution will be
effective for all purposes.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
EXECUTED AS OF MARCH 12, 1998
VALORINVEST LTD.
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By:
Title:
GEOTECK INTERNATIONAL, INC.
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By:
Title:
