LOAN AGREEMENT
Annex
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Lender
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XXXXXXXX
ASIA HOLDING PTE LTD
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0
Xxxxx Xxxxxx Xxxx
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Xxxx
Xxxxxx Xxxxxx #00 - 18/19/20/21
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Xxxxxxxxx
000000
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(hereinafter
referred to as “Lender”)
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Borrower:
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ATL
Offshore GmbH & Co. “ISLE OF USEDOM” XX
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Xxxx
Xxx. 00, 00000 Xxxx
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(hereinafter
referred to as
“Borrower”)
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The
Lender grants the Borrower an Loan of
USD
6,000,000.00
(in
words: United States Dollars six million, hereinafter referred to as the
“Loan”)
The
following terms and conditions shall apply to the Loan:
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1.
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Drawdown
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The
Lender shall grant to the Borrower the Loan immediately after signing of this
loan agreement.
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2.
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Interests
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The Loan
shall bear interest of 6% p.a. Interests shall be calculated on the basis of the
exact number of days outstanding, the exact amount outstanding and a 360 days
year and he payable in one lump sum upon repayment of the Loan.
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3.
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Duration
and Repayment
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The Loan
shall be granted until September 30, 2010. The Borrower shall be
entitled to repay all or any portion, without penalty at any time prior to the
end of the loan period without further notice, beginning upon granting of the
Loan.
The
Borrower and eleven sister companies are in negotiations with Norddeutsche
Landesbank Girozentrale, Hannover, Germany, (“Nord/LB”) about additional
financing of abt. EUR 10,000,000.00. NORD/LB is currently requesting
additional abt. EUR 18,000,000.00 to be borne by the shareholders. If
such additional financing will be made available prior to September 30, 2010,
the Loan shall be repayable immediately after draw down of the additional
financing.
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Annex
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4.
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Purpose
of the Loan
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The
Borrower shall use the Loan to fund its operating activities including interest
and redemption payments to NORD/LB of its own activities as well as — via inter
company loans — the activities of eight sister companies.
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5.
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Securities
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No
securities shall be provided to the Lender.
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6.
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Subordination
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The Loan
shall at all times be subordinated in all respects to any claims of first
ranking mortgagee NORD/LB.
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7.
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Undertakings
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7.1
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The
parties hereto hereby irrevocably undertake not to amend, vary, change or
supplement this loan agreement without the prior written consent of
Nord/LB
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7.2
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The
Lender hereby irrevocably undertakes not to terminate this Loan or to
declare an event of default hereunder und/or to accelerate the Loan and/or
demand premature repayment thereof without the prior written consent of
Nord/LB.
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8.
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Final
provisions
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Modifications
and addenda for this agreement have to take place in written
form. Should one of the articles be ineffectual, the other points are
not affected.
Any
dispute arising out of or in connection with this LOAN AGREEMENT that cannot be
settled amicably shall be submitted to the exclusive jurisdiction of the Leer
court. The LOAN AGREEMENT shall be governed by, and interpreted in
accordance with laws of the Federal Republic of Germany.
Leer,
August 31, 2010
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/s/ Xxxxx Xxxxxxxxx
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/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxxx
for and on behalf of
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Xxxxx
Xxxxxxxx for and on behalf of
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ATL
Offshore GmbH
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acting
for and on behalf of
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XXXXXXXX
ASIA HOLDING PTE LTD
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ATL
Offshore GmbH & Co. “ISLE OF
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USEDOM”
KG
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