EXHIBIT (e) (3)
LOAN AGREEMENT
This Loan Agreement (this "AGREEMENT") is made and entered into as of the
_____ day of ______________ 2001 between:
The undersigned,
1. Stork N.V., established at 7, Amersfoortsestraatweg, X.X. Xxx 0000,
0000 XX Xxxxxxx, xxx Xxxxxxxxxxx, hereinafter called "THE CREDITOR,"
and
2. ALPNET, Inc., 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx,
Xxxx, Xxxxxx Xxxxxx of America, hereinafter called "THE DEBTOR,"
3. ALPNET Nederland B.V., established at Amsterdam, having its office at
Xxxxxxxxxxxxxx 0, 0000 XX Xxxxxxx, xxx Xxxxxxxxxxx, hereinafter called
"ALPNET NEDERLAND",
agree as follows:
ARTICLE 1
The Creditor undertakes to lend to the Debtor and the Debtor undertakes to
borrow from the Creditor (the "LOAN") the sum of USD 500,000. -- (five hundred
thousand dollars), hereinafter called "THE LOAN AMOUNT", under the following
terms and conditions precedent ("opschortende voorwaarden").
a. Debtor's (indirect) subsidiary "Technical Publication Services (TPS)
B.V.", located at Hengelo (the Netherlands), Industrieplein 3,
hereinafter called "TPS" shall receive from NMB Xxxxxx N.V. through
factoring an amount of approximately USD 500,00. - for general use
within Debtor;
b. Alpnet Nederland shall be the joint and several debtor to this
Agreement and shall be jointly and severally liable for the repayment
of the Loan and any other
payments due under this Agreement. Alpnet Nederland shall pledge her
shares in TPS to Creditor, as arranged for by deed of the notary
public Mr R.J.C. van Helden, which draft deed shall be attached as
Exhibit 1 to this Agreement(1);
ARTICLE 2
Debtor shall have the obligation to make a special effort to have
co-shareholder Xx. X. Xxxxxxxxx lend to Debtor for the same time period and
under comparable conditions as in this Agreement an amount of USD 500,000.--;
ARTICLE 3
The Loan will be effective as per the date of the execution of the notarial
pledge deed, as in article 1b.
ARTICLE 4
The Debtor undertakes to pay interest on the Loan Amount at the rate of
Eleven Percent per annum (11.00% p.a.). The interest is due and payable on
31 December 2001.
ARTICLE 5
The Debtor shall repay the principal of the Loan on 31 December 2001. The
Debtor may prepay, at any time, without penalty for full or partial redemption
of the outstanding Loan amount; however, the Debtor shall notify the Creditor in
writing at least one month before any such redemption payment.
ARTICLE 6
Subject to evidence to the contrary, the books of the Creditor shall be
decisive as for any amounts owed by the Debtor to the Creditor on account of
this Agreement. The Debtor undertakes to make all the payments to the Creditor
without any charges for the Creditor and without any deduction or set-off, in
transferable Us Dollars on the date of payment at the Creditor's account with
the ABN AMRO Bank N.V. in Amsterdam, account number 00.00.00.000.
Any payments on the Loan Amount made by Debtor shall be deemed to have been
made first of all for the payment of charges, if any, hereinafter of interest
and lastly of the principal money.
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(1) Necessary for the pledge are the following documents: copy of this Loan
Agreement, articles of association of TPS, Alpnet Nederland and Stork,
shareholders register TPS, legal document of transfer of shares TPS to Alpnet
Nederland.
2
If the due date of any payment should fall on the day on which the
Creditor's bank is closed, the date of payment shall be the next following day
on which this bank is open again.
ARTICLE 7
Any costs and duties involved in the implementation of this Agreement,
including the costs of collection, legal assistance and all taxes, that should
be levied by way of a separate tax on the proceeds of the interest and other
amounts payable by virtue of this Agreement, shall be for the Debtor's account.
ARTICLE 8
The unredeemed part of the Loan Amount may, together with interest and any other
amount owed by the Debtor under this Agreement inclusive of all costs to reclaim
the Loan and the interest, be demanded by the Creditor at once and in its
entirety, without a summons or any other formality being required:
a. If the Debtor does not, in good time or properly meet one or more
conditions made in this Agreement or obligations contracted, in which
case the Debtor shall be in default by the mere fact of it without any
prior declaring in default being required;
b. If the Debtor ceases to exist, discontinues its principal business
purpose or resolves to wind up the company or if the Debtor is
involuntarily dissolved;
c. If the Debtor presents a petition for a moratorium or for its
compulsory winding up, is declared bankrupt or offers an amicable
settlement; and
d. If a major part of the Debtor's immovables are encumbered on behalf of
third parties, are taken in execution or a conservatory attachment
served on it has been confirmed, and these attachments have not been
withdrawn, cancelled or suspended within 30 days after the day on
which Debtor has confirmed service, or if the immovables have been
entirely or largely destroyed or damaged, are expropriated or
confiscated.
The Creditor also reserves the right to cancel this Agreement before its
expiration, provided this is done with due observance of three months notice, if
the Debtor's Articles of Incorporation should be amended, or changes should be
made in composition of the Debtor's shareholders, and these changes, in the
reasonable opinion of the Creditor, shall be of such a material nature that it
would not otherwise have entered into this Agreement if these changes should
have been made before the entering into this Agreement.
3
The Debtor undertakes to notify the Creditor forthwith of the occurring of
one or more of the circumstances mentioned above subparagraphs a, b, or c, or
any change mentioned earlier in this Article.
Without prejudice to the provisions of the foregoing paragraphs of this
Article, the Debtor undertakes, in case of overdue payment of any amount owed by
it under this Agreement, to pay to the Creditor a compensation of one percent
(1%) per month of the amount paid overdue for the period from the due date up to
and including that of the payment, parts of a month being counted as a full
month. As for a redemption amount paid overdue, this interest rate after the due
date shall replace the interest referred to in Article 3.
ARTICLE 9
Any dispute or claim arising out of or relating to this Agreement, or
breach thereof, shall be submitted to a court of appropriate jurisdiction in
Amsterdam, the Netherlands.
ARTICLE 10
This Agreement will be governed by and construed in accordance with the law
of the Netherlands.
In witness thereof, the parties hereto have executed this Agreement in
threefold as of the date first above written at Naarden.
Creditor: Debtor:
Stork N.V. ALPNET, Inc.
By: By:
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Its Its
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By:
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Its
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Alpnet Nederland B.V.
By:
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Its
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