EXHIBIT (c)(16)
LOAN TERMINATION AGREEMENT
This Loan Termination Agreement (the "Agreement") is made as of September
30, 1998, by and between Carnegie Group, Inc., a Delaware corporation (the
"Company"), and Xxxxxx Xxxxxxxxx, an individual residing at 000 Xxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Executive"), but it shall become effective
only in accordance with Section 4 below.
WHEREAS, the Company and the Executive are parties to a certain Loan
Agreement, dated September 11, 1997 (the "Loan Agreement");
WHEREAS, the Company is a party to that certain Agreement and Plan of
Merger, dated September 30, 1998 (the "Merger Agreement"), among Logica Inc.,
Logica Acquisition Corp. and the Company;
WHEREAS, the Company and the Executive desire to terminate their respective
obligations under the Loan Agreement in connection with the transactions
contemplated by the Merger Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged by the Company and the Executive, and intending to be
legally bound, the parties hereto hereby agree as follows:
1. The Company and the Executive agree that immediately upon the
Effective Time (as defined in the Merger Agreement), and thereafter, (i) except
as set forth herein, neither the Company nor the Executive shall have any
obligations under the Loan Agreement and the Loan Agreement shall forthwith
terminate and be of no force or effect, and (ii) any remaining Principal Sum (as
defined in the Loan Agreement), together with all accrued but unpaid interest
under the Loan Agreement, shall be deemed to have been paid in full and such
Principal Sum and interest shall no longer be payable by the Executive. The
Company further agrees that in connection with the loan forgiveness provided for
in the preceding sentence, Article 2 of the Loan Agreement shall remain in full
force and effect, and the date on which the Effective Time occurs shall be
deemed to be the date of the "Change in Control," as such term is used in
Article 2 of the Loan Agreement.
2. This Agreement may be amended or modified only by a written instrument
signed by the Executive and by a duly authorized representative of the Company.
3. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be taken to be an original; but such
counterparts shall together constitute one and the same document.
4. This Agreement is conditioned and shall become effective only upon the
Effective Time in accordance with the terms of the Merger Agreement, which shall
be deemed to occur only upon and as of the Effective Time.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Company, by its duly authorized officer, and by the Executive, as of the
date first set forth above.
CARNEGIE GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
/s/ Xxxxxx Xxxxxxxxx
--------------------------------------------
Xxxxxx Xxxxxxxxx
