Exhibit 10.13
DATED JANUARY 2002
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(1) DCD HOLDINGS LIMITED
(as Lender)
- and -
(2) IVP TECHNOLOGY CORPORATION
(as Borrower)
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LOAN AGREEMENT
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CONTENTS
1. DEFINITIONS AND INTERPRETATION..........................................1
2. THE ADVANCE.............................................................2
3. PURPOSES AND APPLICATION OF THE ADVANCE.................................2
4. AVAILABILITY OF THE ADVANCE.............................................2
5. INTEREST................................................................3
6. REPAYMENT...............................................................3
7. EVENTS OF DEFAULT.......................................................3
8. NOTICES.................................................................4
9. COUNTERPARTS............................................................5
10. THIRD PARTY RIGHTS......................................................5
11. GOVERNING LAW...........................................................5
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THIS LOAN AGREEMENT is made on 16th January 2002,
BETWEEN:
(1) DCD Holdings Limited a company incorporated in Channel Islands
(Registered No. 13873) whose registered office is Xxxxxxx Xxxxxxxx, 0
Xxxxxxx Xxxxx, Xx. Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx ("Lender"); and
(2) IVP Technology Corporation a company registered in Nevada whose
principal place of business is at 0000 Xxxxxxxxx Xxxxxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx ("Borrower").
BACKGROUND
The Lender has agreed to provide a loan facility to the Borrower on and subject
to the terms and conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement:
"Advance" means the loan facility of (pound)600,000 to be advanced
by the Lender to the Borrower hereunder;
"Business Day" means a day other than a Saturday, Sunday or public
Holiday in England;
"Event of Default" means any of the matters set out in clause 7;
"Repayment Date" means 30 April 2002;
"Interest Payment Dates" means the last day of each month in each
year after 30 April 2002;
"Interest Rate" means base rate of HSBC Bank plc minus 5% if that
figure equals a positive figure.
1.2. References in this Agreement (or to any provisions of, or
definitions contained in) this Agreement or any other document
shall be construed as references to this Agreement, that
provision, or document in force for the time being and as amended
from time to time but only to the extent that any such amendment
has been made in accordance with the terms of this Agreement.
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1.3. Headings are for ease of reference only and shall be ignored in
the interpretation of this Agreement.
1.4. In this Agreement, unless the context otherwise requires:
1.4.1. references to clauses are to be construed as references to
the clauses of this Agreement;
1.4.2. words importing the singular shall include the plural and
vice versa;
1.4.3. references to persons shall include any firm, body
corporate, company, government, state or agency of a state
or any association or partnership (whether or not having
separate legal personality) of any two or more of the
foregoing.
2. THE ADVANCE
2.1. The Lender grants to the Borrower upon the terms and conditions of
this Agreement the Advance.
2.2. The Advance shall be repaid in the manner and subject to the terms
and conditions set out in this Agreement.
3. PURPOSES AND APPLICATION OF THE ADVANCE
The proceeds of the Advance shall be at the disposal of the Borrower and
may be applied for such purposes as the Borrower shall in its discretion
determine.
4. AVAILABILITY OF THE ADVANCE
4.1. The Advance shall be available for draw down in whole or in part
at any time during the period from 21 January 2002 to 30 April
2002
4.2. Any part of the Advance not drawn down on or before 30 April 2002
must be drawn down on that day unless the Lender has given notice
to the Borrower under clause 7 below that the Advance is
immediately due and repayable.
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5. INTEREST
5.1. If the Advance is drawn down in full in one tranche it shall bear
interest at the Interest Rate in respect of the period commencing
on the date the Advance was drawn down and ending on the Repayment
Date, such interest to be added to the Advance on the Repayment
Date.
5.2. If the Advance is drawn down in more than one tranche, each such
tranche shall bear interest at the Interest Rate in respect of the
period commencing on the date that the relevant tranche of the
Advance was drawn down and ending on the Repayment Date, such
interest to be added to the Advance on the Repayment Date.
5.3. In the event and to the extent that the Advance is not repaid on
the Repayment Date the Advance or such part thereof as is for the
time being outstanding shall bear interest at the rate equal to
the base rate of HSBC Bank plc plus 4%, such interest to be
payable monthly in arrears on each Interest Payment Date.
6. REPAYMENT
6.1. Unless already repaid under this Agreement or agreed in writing
with the Lender, the Borrower shall repay the Advance together
with all interest accrued, if any, in cash on the Repayment Date.
6.2. A certificate from the Lender as to the amount at any time due
from the Borrower to the Lender under this Agreement shall, in the
absence of manifest error, be conclusive.
7. EVENTS OF DEFAULT
If:
7.1. default is made by the Borrower in the payment of any sum due
under this Agreement and such default continues for a period of
seven Business Days; or
7.2. any order is made by any competent court or resolution passed for
the winding up or dissolution of the Borrower save for the
purposes of a solvent reorganization; or
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7.3. the Borrower ceases or threatens to cease to carry on the whole or
a substantial part of its business, save for the purposes of a
solvent reorganization or the Borrower stops or threatens to stop
payment of, or in unable to pay, or admits inability to pay, its
debts (or any class thereof) as they fall due, or is deemed unable
to pay its debts pursuant to or for the purposes of any applicable
law, or is adjudicated or found bankrupt or insolvent; or
7.4. proceedings (other than frivolous or vexatious proceedings) are
initiated against the Borrower under any applicable liquidation,
insolvency, composition, reorganization or other similar laws or
(a) an application is made for the appointment of an
administrative or other receiver, manager, administrator or other
similar official, or an administrator or other receiver, manager,
administrator or other similar official is appointed, in relation
to the Borrower or in relation to the whole or a substantial part
of the undertaking or assets of it, or an encumbrancer takes
possession of the whole or a substantial part of the undertaking
or assets of it, or a distress, execution, attachment,
sequestration or other process is levied, enforced upon, sued out
or put in force against the whole or a part of the undertaking or
assets of it; and (b) in any such case is not discharged within 28
days; or if the Borrower initiates or consents to judicial
proceedings relating to itself under any applicable liquidation,
insolvency, composition, reorganization or other similar laws or
makes a conveyance or assignment for the benefit of, or enters
into any composition or other arrangement with its creditors
generally (or any class of its creditors);
then and in any such event and at any time thereafter whilst it is
continuing, the Lender may, in its sole discretion, by notice in writing
to the Borrower declare the Advance to be immediately due and payable
together with interest in respect thereof and, upon such declaration,
the Advance shall become immediately due without further demand or other
notice of any kind, all of which are hereby expressly waived by the
Borrower.
8. NOTICES
8.1. Each communication to be made under this Agreement shall be made
in writing but, unless otherwise stated, may be made by telex,
facsimile transmission or letter.
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8.2. Any communication or document to be made or delivered pursuant to
this Agreement shall (unless that other person has by 15 days'
written notice to the other specified another address or another
person for whose attention the communication or document should be
marked) be made or delivered to the addresses specified above and
in each case shall be deemed to have been if made by facsimile
transmission when received legibly and in full by the recipient or
(in the case of any communication made by letter) when left at
that address or (as the case may be) two days after being
deposited in the post first class postage prepaid in an envelope
addressed to it at that address.
9. COUNTERPARTS
This agreement may be executed in any number of counterparts each of
which when executed by one or more of the parties shall constitute an
original but all of which shall constitute one and the same instrument.
10. THIRD PARTY RIGHTS
A person who is not party to this Agreement shall have no right under
the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of
this Agreement. This clause does not affect any right or remedy of any
person that exists or is available otherwise than pursuant to that Act.
11. GOVERNING LAW
This Agreement shall be governed by and construed for all purposes in
accordance with the laws of England and the parties hereby submit to the
exclusive jurisdiction of the English courts.
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IN WITNESS WHEREOF the parties have executed this Agreement the day and
year first above written.
SIGNED by Xxxxxx Xxxxxxxx for )
and on behalf of DCD Holdings Limited )
Duly authorized officer
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SIGNED by Xxxxx XxxXxxxxx for
and on behalf of ICP TECHNOLOGY )
CORPORATION
Duly authorized officer
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