Agreement
between
Swiss Bank Corporation, Xxxxxxxxxxxx 00, 0000 Xxxxxx
(hereinafter referred to as "SBV")
and
IAT Multimedia, Inc., Xxxxxxxxxxx 00, 0000 Xxxxxxxxx-Xxxxx
(hereinafter "IAT Inc.")
With the agreement of February 5, 1996 SBV granted to IAT AG, Xxxxxxxxx-Xxxxx
(hereinafter "IAT") against several guarantees a credit line of CHF 1,900,000
which as of October 30, 1997 has been reduced to CHF 1,300,000. The current
account debt as well as the claims of SBV from the Loans 1 and 2 including
interests, commissions and charges amount to CHF 1,341,449.82 as of October 30,
1997 (s.e. & o.).
The parties agree as follows:
1. IAT Inc. acquires from SBV its claim towards IAT AG from the account No.
P4-664'213 (current account as well as Loan 1 and Loan 2) with all
preferential and subsidiary rights.
2. The parties agree a purchase price of CHF 1,341,449.82 for the acquisition
of the claim (current account debt and claims from Loan 1 and 2). The
purchase price shall be paid in monthly installments of CHF 200,000,
payable on the first day of the month by transfer on the account No.
P0-248,343.0 made out in the name of Xxxxxxxxxxxxxxx Xxxxxxxxxx, Xxxxxxxx,
0000 Xxxxxx.
3. Upon receipt of each partial payment according to item 2 above, SBV shall
assign partial claims towards IAT Inc. from the account No. P4-664'213
(current account and Loan 1 and 2) in the amount of CHF 200,000 at a time
with all preferential and subsidiary rights and future interests to IAT
Inc. The assignment of the partial claim towards IAT Inc. will be carried
out upon confirmation of the receipt of the payment. A sample of the text
to be used can be found in the enclosure to this agreement.
4. SBV guarantees for the validity and assignability of the claim or partial
claims respectively, but assumes no responsibility for the solvency of the
debtor.
5. Should the remaining claim of SBV from the current account No. P4-664'213
amount to less than the payment effected by IAT Inc. as last installment at
the time of the assignment of the last partial claim (see item 2 above),
SBV shall reimburse the difference to IAT Inc.
6. The handing over of the deeds (documents) and means of evidence regarding
the assigned claim, especially regarding the corresponding preferential and
subsidiary rights, will take place after complete payment of the purchase
price by IAT Inc.
7. This agreement is subject to Swiss law. Zurich 1 shall be the place of
jurisdiction. The place of performance is also Zurich 1. At said place, IAT
Inc. chooses a special domicile for the fulfillment of its obligations.
Zurich, 11/6/1997 Xxxxxxxxx-Xxxxx, 11/4/1997
Schweizerischer Bankverein IAT Multimedia, Inc.
__________________________ ____________________________
Xxxxxxxxx-Xxxxx, _________
IAT AG
__________________________
Addendum to the Agreement of ________________
Text for confirmation of receipt
With reference to the agreement between you and us of the _______________ we
confirm the receipt of your partial payment for the month ___________ in the
amount of CHF 200,000.--. On the other hand, according to item 3 of the
agreement, we assign to you the partial amount of CHF 200,000.--of our claim
against IAT AG. Correspondingly, the debt of IAT AG on the current account No.
P4-664,213.0/.2/.3 is reduced according to the enclosed statement.
Best regards,
Swiss Bank Corporation
Enclosures
