EXHIBIT 10.28
NORD/LB Please return to
Norddeutsche Landesbank NORD/XX XXXX/LB
Girozentrale, 30002 Hanover NORDDEUTSCHE LANDESBANK Norddeutsche Landesbank
GIROZENTRALE Girozentrale, 30002 Hanover
1st Copy
NORD/LB (of 4 Copies)
FK Direct Loans H/S/W -Replacement Copy-
2886/2024-bol
Global Credit Agreement
Norddeutsche Landesbank Girozentrale,
Georgsplatz 1, 30159 Hanover,
hereinafter called "NORD/LB",
grants the companies
Cope, Inc.,
Hermosa Beach, CA, USA,
and
Cope Holding AG,
Xxxxxxxxxxxx 00, 0000 Xxxxxxxx, Xxxxxxxxxxx,
as the joint and several debtors,
hereinafter called "borrowers",
a global credit amounting to
DM 2,500,000.00
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(In words, two million five hundred thousand Deutsche Marks),
under the following conditions:
1. Utilization:
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The line of credit can be used optionally as a credit in current account and/or
as a fixed-rate loan (with minimum portions of DM 1,000,000.00). The call of
funds shall take place through written notice by Cope Holding AG. The payment
shall be made to Cope Holding AG's account with NORD/LB (Account No. 101456937).
2. Purpose:
--------
Acquisition of the 200,000 shares of the previous co-partner Xx. Xxx Xxxxxxxx,
which are allotted for the stock exchange admission on the New Market. After the
acquisition, these shares will be redeemed by Cope, Inc. Within the scope of the
authorized capital, another capital increase of 200,000 shares will be carried
out. These new shares are allotted for the future stock exchange admission or
placement on the New Market, instead of Xx. Xxxxxxxx' original shares. Insofar
as the law allows, the shares acquired from Xx. Xxxxxxxx may also be held
without redemption and may later be included directly in the stock exchange
placement.
Hanover - Brunswick - Magdeburg - Schwerin 1
Hamburg - Frankfurt - Luxembourg - Zurich - London - New York - Singapore
NORD/LB
NORDDEUTSCHE LANDESBANK
GIROZENTRALE
3. Interest:
---------
The interest rate for the credit in current account shall be 6.0% per year,
effective until further notice. NORD/LB is entitled to change the interest rate
upon unilateral notification of the borrowers in the event of a change in the
money or capital markets. The interest rates for fixed-rate loans are dependent
on the respective money market conditions and shall therefore be agreed
separately in each particular case.
4. Term:
-----
The global credit shall be repatriated with funds that accrue to Cope, Inc.,
within the scope of the planned SPO on the New Market. For this purpose, NORD/LB
is hereby authorized to directly debit the loan amount from the stock exchange
issuing account that you keep with us. In any case, the global credit shall be
repatriated by February 29, 2000, at the latest.
5. Payment:
--------
Payment can take place as soon as NORD/LB receives the following documents:
- The global credit agreement, with the legally binding signatures of the
borrowers,
- Notarized guaranty from Xx. Xxxxxx Xxxxx, Oberseeburg 45, 6006 Lucerne,
Switzerland, in the amount of DM 2,500,000.00, as well as voluntary disclosure
from Xx. Xxxxx,
- Legally binding purchase contract concluded between Xx. Xxx Xxxxxxxx and Xxxx,
Inc., for the 200,000 shares listed under Purpose.
6. Security:
---------
The following serves as collateral security for this credit:
- Notarized guaranty from Xx. Xxxxxx Xxxxx, Oberseeburg 45, 6006 Lucerne,
Switzerland, in the amount of DM 2,500,000.00
The right of NORD/LB to subsequent provision of other securities in accordance
with the "General Standard Terms and Conditions" of NORD/LB shall not be
affected.
7. Effectiveness of the Agreement:
------------------------------
This agreement becomes legally valid as soon as it has been adopted by all
contracting parties through signing. Deletions and changes to the text of this
agreement require separate written confirmation by both parties.
8. Miscellaneous:
-------------
In addition, the "General Standard Terms and Conditions" of NORD/LB shall apply
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in its currently valid version, a copy of which the borrowers have received.
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Hanover - Brunswick - Magdeburg - Schwerin 2
Hamburg - Frankfurt - Luxembourg - Zurich - London - New York - Singapore
NORD/LB
NORDDEUTSCHE LANDESBANK
GIROZENTRALE
The law of the Federal Republic of Germany shall uniformly apply for the entire
credit relationship. The venue is Hanover. However, NORD/LB can also bring
action in any other court of competent jurisdiction.
The amount of the credit requires the regular and up-to-date disclosure of the
economic conditions of the borrowers in accordance with (S)18 of the German
Banking Law. The borrowers undertake to continually make available to NORD/LB
the appropriate information relevant to the provisions of Paragraph 18 of the
German Banking Law, in particular the financial statements and related
documents, and to provide explanatory notes upon request. It has been agreed
that the borrowers will furthermore submit to NORD/LB up-to-date, periodic
interim figures as well as the budgeting for each coming year.
[signatures]
Hanover, 10/13/99 Norddeutsche Landesbank Girozentrale
_________________________ ___________________________________________
Place, Date Cope, Inc., Hermosa Beach, CA, USA
_________________________ ___________________________________________
Place, Date Cope Holding AG,
Xxxxxxxxxxxx 00, 0000 Xxxxxxxx, Xxxxxxxxxxx
For information:
_________________________ ___________________________________________
Place, Date Xxxxxx Xxxxx, Oberseeburg 45,
6006 Lucerne, Switzerland
Hanover - Brunswick - Magdeburg - Schwerin 3
Hamburg - Frankfurt - Luxembourg - Zurich - London - New York - Singapore
