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FACILITY AGREEMENT
From: Xxxxxx Xxxxxxxx
To: Transmedia Europe Inc.
Dated 27 March 1997
Dear Sirs,
I write to confirm that I am prepared to grant loan facilities to Transmedia
Europe Inc ("TMNE") on the following terms and conditions:-
1. AMOUNT
US$1,000,000 the principal amount to be made available or any amount
from time to time outstanding being herein called the "Loan"
2. AVAILABILITY
In such tranches on any business day or days during the term described
in paragraph 5 below as may be chosen by TMNE such day in relation to
each tranche being herein the "Drawdown Date".
3. PURPOSE
To satisfy part of the consideration to acquire the entire issued
share capital of Countdown Holdings Limited and to provide working
capital.
4. RATE OF INTEREST
12% per annum (gross of any withholding tax which may be payable) such
interest to be calculated pro rata in respect of each tranche from the
relevant Drawdown Date. Such interest shall accrue daily and be due
and payable upon repayment of the Loan.
5. TERM/REPAYMENT
The Loan shall be repaid together with the accrued interest thereon
upon the expiry of the term that is to say 27th September 1997.
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6. EARLY REPAYMENT
Early repayment may be made of the whole or any part of the Loan at
any time.
7. REPAYMENT ON DEFAULT
The whole of the Loan with accrued interest thereon will become
immediately due and payable upon the occurrence of any of the
following (and you will promptly notify me in writing of the
occurrence thereof):-
(a) TMNE fails duly to perform or observe any obligation contained in
this letter;
(b) an order is made or effective resolution is passed for the
dissolution or winding-up of TMNE or any other resolution is
passed or order made having like effect in the jurisdiction in
which it is passed or made;
(c) TMNE is insolvent or calls a meeting of its creditors or makes any
arrangement or composition with its creditors or does or suffers
anything having like effect in any jurisdiction to which it is
from time to time subject;
(d) a receiver or trustee is appointed over the whole or any of the
assets of TMNE any person is appointed to manage the affairs of
TMNE or receive or dispose of its assets pursuant to any security
issued or entered into by TMNE or to an order of a court of
competent jurisdiction;
(e) TMNE ceases to carry on any substantial part of its business or
ceases to be entitled so to carry it on or disposes of any part of
its business or assets (otherwise than in the normal course of its
business);
(f) any execution or distress or distraint is levied against TMNE or
the whole or any of its assets which remains undischarged for 14
days or if any assets of TMNE are seized or fall to be disposed
of pursuant to an order of a court of competent jurisdiction
provided that notwithstanding the foregoing the proposed merger of TMNE and
Transmedia Asia Pacific Inc. and any consequential hive-down of assets
shall not constitute an event of default.
8. WARRANTIES
You represent and warrant on the date of your acceptance of this letter and
on the date of the actual or proposed utilisation under this facility
that:-
(a) you are duly established and have full power to own your assets
and carry on your business;
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(b) No Event of Default or Potential Event of Default has occurred and
remains unremedied;
(c) your execution of the acceptance of this letter and/or of any
other document referred to herein has been validly authorised and
the obligations expressed as being assumed by you hereunder
constitute valid legal and binding obligations enforceable against
you in accordance with their terms.
9. GOVERNING LAW
The terms of this facility letter and the rights and obligations arising
hereunder or otherwise relating to the Loan or to any security for the Loan
shall be governed in all respects by English Law and the parties submit to
the jurisdiction of the English Courts.
If the foregoing terms and conditions are acceptable, then kindly arrange for
one copy of this letter to be signed and returned to me.
Yours faithfully,
/s/ J Vittoria
J VITTORIA
We accept the terms of the facility letter of which this is a duplicate copy.
Dated 3 April 1997
Signed Xxxx Xxxxxxxx
Director duly authorised
for and on behalf of
TRANSMEDIA EUROPE INC
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