Exhibit 10.12
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made on May 13, 1998
between Geoteck International, Inc., a Nevada corporation, ("Lender") and
Marine Shuttle Operation AS, a Norway corporation ("Borrower").
Whereas the parties entered into a Stock Purchase Agreement as of February
19,1998 inter alia providing for that Lender shall receive a bridge financing
up to US$ 1,500,000 from Borrower.
Whereas the parties intend to formalize the terms and conditions of the
bridge financing.
Now therefore the parties agree as follows:
1. Loan. Lender will provide the Borrower with a loan in the amount
of up to US$ 1,500,000 (,,Loan") payable to the Borrower in installments as
mutually agreed upon by the parties.
2. Interest. The Loan shall bear interest at a rate of six percent
(6 %) p. a. payable at the end of the Term (as defined below).
3. Term and Termination. The term of the Loan shall commence on the
date of the first payment of the Loan to Borrower and will continue for an
indefinite period of time. This Agreement will terminate on the closing date
of the financing as described in section 1.5 of the Stock Purchase Agreement
dated February 19, 1998 between the parties or, in any event, December
31,1998 at the latest.
4. Repayment of Loan. Upon termination of this Agreement for any
reason, the Borrower will promptly repay the Loan to the Borrower.
5. Notice. All notices, requests, demands and other communications
required or permitted hereunder must be in writing and deemed given and
effective when personally delivered or sent by facsimile with confirmation of
receipt or when deposited in the mail with postage prepaid to the party to
which the same is directed at the following addresses (or at such other
addresses as will be given in writing by the parties to one another):
To the Borrower: Marine Shuttle Operation AS
Attention: Xx. Xxxxxx Xxxxxxx
Xxxxxxxxxxxx 00, 0000 Xxxxxxx, Xxxxxx
Tel: 47-51-63 88 00
Fax: 47-51-63 16 20
To the Lender: Geoteck International, Inc,
Attention: Xx. Xxxxx Xxxx
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, X. X. X0X 0X0
Tel: 000-000-0000
Fax: 000-000-0000
6. Miscellaneous.
(a) Assignment. The parties may not assign any rights or
delegate any duties they have assumed hereunder without the prior written
consent of the other party. This Agreement is personal to the the parties.
(b) Governing Law and Choice of Forum. This Agreement will
be governed by and construed in accordance with the internal laws of Norway.
The parties agree that any appropriate court located in Oslo will have
exclusive jurisdiction of any case or controversy arising under or in
connection with this Agreement and will be a proper forum in which to
adjudicate such case or controversy. The parties expressly consent to
personal jurisdiction and venue in such courts.
(c) Entire Agreement/Amendment. This Agreement embodies the
entire agreement of the parties hereto relating to the subject matter hereof
and supersedes all oral agreements, and to the extent inconsistent with the
terms hereof, all other written agreements. This Agreement may not be
modified, amended, supplemented or terminated except by a written instrument
executed by all parties hereto.
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(d) Severability. Each of the covenants and agreements
herein above contained will be deemed separate, severable and independent
covenants, and in the event that any covenant will be declared invalid by any
court of competent jurisdiction, such invalidity will not in any manner
affect or impair the validity or enforceability of any other part or
provision of such covenant or of any other covenant contained herein.
(e) Captions and Section Headings. Captions and section
headings used herein are for convenience only and are not a part of this
Agreement and will not be used in construing it.
(h) Fax Execution. This Agreement may be executed by
delivery of executed signature pages by fax and such fax execution will be
effective for all purposes.
EXECUTED AS OF MAY 13, 1998
[Lender]
/s/ Xxxxx Xxxx
------------------------------------
By: Xxxxx Xxxx
Title: President
[Borrower]
/s/ Xxxxxx Xxxxxxx
------------------------------------
By: Xxxxxx Xxxxxxx
Title: Chairman of the Board
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