EXHIBIT 10.10
[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.
SHORT-TERM LOAN AGREEMENT IN EUROS
AND OPTIONAL CURRENCIES
THIS AGREEMENT IS MADE BETWEEN THE UNDERSIGNED:
1. Adventure Three S.A., established in Majuro, Xxxxxxxx Islands, hereinafter
referred to as 'the Borrower',
AND
2. HOLLANDSCHE BANK-UNIE N.V., having its registered office in Amsterdam,
hereinafter referred to as 'the Bank'.
WHEREAS:
The Bank has offered by the Credit Agreement dated 24 June 2004 to grant the
Borrower, until further notice, a short-term loan facility, subject to the terms
and conditions mentioned in that Credit Agreement, including the conclusion of a
relevant agreement between the parties.
IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE 1 LOAN PERIOD AND CURRENCY
1.1 Under the short-term loan facility, the Borrower shall be entitled to draw
short-term loans at the Bank in euros or optional currencies for periods
ranging from fourteen days to twelve months, as determined by the
Borrower. Short-term loans drawn for periods longer than three months
shall require the Bank's prior consent.
1.2 In this agreement, optional currency shall mean a currency that is freely
convertible into euros and freely transferable and which in the opinion of
the Bank is generally and freely dealt in on the London interbank money
market.
1.3 The Bank shall not be obliged to grant a short-term loan upon the
occurrence of any event mentioned in 6.1 below.
ARTICLE 2 LOAN AMOUNT
2.1 Short-term loans shall be a minimum of EUR 500,000 (five hundred thousand
euros) or the equivalent in the relevant optional currency. In addition,
short-term loans may only be drawn in a multiple of EUR 100,000 (one
hundred thousand euros) or the equivalent in the relevant optional
currency (to be rounded in the manner to be determined by the Bank).
2.2 The equivalent of optional currencies shall be calculated at the Bank's
spot buying rate for the conversion of euros into the optional currency in
question at the time when the short-term loan is concluded, two business
days prior to the drawing of the short-term loan in question. With a view
to the exchange risk on short-term optional currency loans, the available
amount under the short-term loan facility shall be reduced by a certain
percentage of any short-term optional currency loan amount. This
percentage shall be determined by the Bank for each short-term loan
individually.
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[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.
ARTICLE 3 FIXING OF INTEREST ON EURO LOANS
3.1 If the Borrower wishes to draw a short-term loan in euros under the
short-term loan facility, he shall notify the Bank by telephone before
11.30 a.m. (Central European Time) on the day of the intended drawing and
at the same time state loan amount, currency and loan period.
3.2 During, or immediately after the telephone call referred to in 3.1 above,
the Bank shall quote the interest rate at which it is willing to grant the
short-term loan requested. If the Bank and the Borrower then reach
agreement upon the interest rate, the Bank shall confirm the short-term
loan it has granted to the Borrower in writing or by fax or another
customer datacommunication system of the Bank's choice to which the
Borrower is linked, stating loan amount, currency, loan period and
interest rate as well as the account on which the short-term loan shall be
made available to the Borrower. If the parties shall fail to reach
agreement, this shall mean a return to the situation prior to the notice
by telephone referred to in 3.1 above.
ARTICLE 4 FIXING OF INTEREST ON OPTIONAL CURRENCY LOANS
4.1 If the Borrower wishes to draw a short-term loan in an optional currency
under the short-term facility, he shall notify the Bank by telephone
before 3.30 p.m. (Central European Time) two business days prior to the
day of the intended drawing and at the same time state loan amount,
currency and loan period. In this section, business day shall mean a day
on which banking institutions in London, New York and the country where
the optional currency in question is the national unit, are open for
business.
4.2 During, or immediately after the telephone call referred to in 4.1 above,
the Bank shall quote the interest rate at which it is willing to grant the
short-term loan requested. If the Bank and the Borrower then reach
agreement upon the interest rate, the Bank shall confirm the short-term
loan it has granted to the Borrower in writing or by fax or another
customer datacommunication system of the Bank's choice to which the
Borrower is linked, stating loan amount, currency, loan period and
interest rate as well as the account on which the short-term loan shall be
made available to the Borrower. If the parties shall fail to reach
agreement, this shall mean a return to the situation prior to the notice
by telephone referred to in 4.1 above.
ARTICLE 5 INTEREST AND PRINCIPAL
The Borrower shall pay interest on any short-term loan at the rate fixed
in the way described in 3 and 4 above, together with the repayment of the
short-term loan in question. Interest shall be calculated on the basis of
the actual number of days elapsed and a year of 360 days or 365 days,
dependent on the desired currency. Each short-term loan shall be repaid on
the last day of the loan period. Premature repayment is not permitted.
ARTICLE 6 EVENTS OF DEFAULT
6.1 All short-term loans together with accrued interest and any other sum due
from the Borrower under this agreement will be due to the Bank forthwith
and in full, without demand notice or any other formality being required:
a. if the Borrower defaults on any obligation towards the Bank at the
time and in the manner required;
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[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.
b. if the Borrower's legal structure is changed and/or the Borrower
effects a merger or demerger, ceases to exist, ceases to pursue the
corporate objects set out in his memorandum and articles of
association, decides to liquidate his business or loses his legal
status;
c. if the Borrower applies for a moratorium or other judicial
postponement of payment of debts, presents a bankruptcy or
winding-up petition, is adjudicated bankrupt or wound-up or proposes
an extrajudicial arrangement or composition with his creditors;
d. if any immovable properties of the Borrower or his consolidated
subsidiaries are taken in execution or attached by way of security
and this attachment is not lifted or discharged within thirty days;
if the whole or, in the opinion of the Bank, a substantial part of
the movable and/or immovable properties is lost, damaged,
expropriated or confiscated;
without prejudice to the Bank's right at any time to take all such
measures provided by law as it shall deem necessary or appropriate to
protect its rights or to recover the Borrower's debt to it.
6.2 The Borrower shall forthwith notify the Bank of the occurrence of any
circumstances mentioned under b, c and d in 6.1 above.
ARTICLE 7 COMPENSATION
If the Bank calls in the short-term loan by virtue of the provisions
contained in 6.1 above, the Borrower shall be due to the Bank lump sum
compensation of 1.5% (one and a half per cent) of the amount the payment
of which is demanded by the Bank.
ARTICLE 8 DEFAULT INTEREST
Without prejudice to the provisions contained in 6 and 7 above, the
Borrower shall be liable, in the event of late payment of any sum due
under this agreement, to pay default interest on the overdue amount as
from the due date until the date of actual payment in full. The rate of
such default interest shall be 2 percentage points above the interest rate
applicable to the short-term loan in question as referred to in 5 above
and may be further increased by the difference adverse to the Bank between
the interest rate referred to in 5 above and, in the case of a short-term
loan in euros, the weighted average of the official offered rate (Euro
Overnight Index Average) as determined on each day of late payment at 7.00
p.m. (Central European Time) or, in the case of short-term optional
currency loans, the debit interest rate charged to the Bank in the country
where the optional currency in question is the national unit, plus any
additional costs and expenses. Default interest resulting from this
article shall be due and calculated as from the due date until the date of
actual payment.
ARTICLE 9 PAYMENTS
9.1 The Borrower shall make all payments due under this agreement on the due
dates at the Bank's branch where the short-term loan is accounted for or
at any other address for payment the Bank has notified to the Borrower.
The Bank reserves the right to designate other addresses for payment. The
Borrower shall make the payments without set-off or counterclaim and
without any deduction for or on account of any taxes of whatever nature
now or hereafter imposed or levied by or under the authority of the
government of any country in which the Borrower shall be resident. This
shall not apply, however, if any such taxes shall at any time be required
to be withheld or deducted from any payment to be made by the Borrower, in
which case the Borrower shall pay such additional amounts as shall be
necessary to ensure that the net amount received by the Bank equals the
amount payable under the terms and conditions of this agreement.
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[HBU LOGO] HOLLANDSCHE
BANK-UNIE N.V.
9.2 If a euro amount shall become payable on a day on which banking
institutions in the Netherlands are closed and which is not a Saturday,
such payment shall be made on the next succeeding day on which those
institutions are open for business. If the result of such extension would
be to carry the payment over into another calendar month, payment shall be
made on the last day of the relevant month on which those banking
institutions are open for business.
9.3 If any optional currency amount shall become payable on a day on which
banking institutions in London, New York and/or the country where the
currency in question is the national unit, are closed, such payment shall
be made on the next succeeding day on which those institutions are open
for business. If the result of such extension would be to carry the
payment over into another calendar month, payment shall be made on the
last day of the relevant month on which those banking institutions are
open for business.
9.4 The Bank shall be entitled but not obliged to debit all amounts that are
due and payable by the Borrower to the Bank in respect of the short-term
loans, from the Borrower's current account at the Bank, without prejudice
to the Borrower's obligation to ensure that such debit would not cause the
current account to show an unauthorised debit balance.
ARTICLE 10 APPROPRIATION OF PAYMENTS
The Bank shall apply all net payments it receives under this agreement
(i.e. after deduction of all costs and expenses) in reduction or
settlement of the Borrower's indebtedness as follows: firstly costs and
expenses incurred, secondly fees and commissions, next compensation and
default interest, then interest and finally principal.
ARTICLE 11 EVIDENCE
The Bank's records shall be conclusive evidence of the Borrower's
indebtedness to the Bank, unless the Borrower shall be able to furnish
proof to the contrary. In the case of disagreement on any amount due and
payable by the Borrower according to the records of the Bank, the Borrower
shall not be entitled to refuse or postpone payment of the whole or any
part of such amount but this shall not affect the Bank's obligation to
refund any amount it should appear to have received in excess.
ARTICLE 12 AMENDMENTS AND ADDITIONS
In the case of any amendments or additions to the short-term loan facility
referred to under 'Whereas' at the beginning of this agreement, or
replacement by a similar short-term loan facility, the provisions
contained in this agreement shall continue to apply, without any rider to
this agreement or a separate agreement being required.
ARTICLE 13 GENERAL BANKING CONDITIONS
Except where this agreement expressly provides otherwise, the legal
relationship between the Borrower and the Bank shall be subject to the
Bank's General Banking Conditions. The Borrower declares that he has
received a copy of these General Banking Conditions and to be aware of the
content thereof.
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SIGNATURE:
Majuro, 8 July 2004 Rotterdam, 2004
/s/ Ion Varouxakis HOLLANDSCHE BANK-UNIE N.V.
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/s/ Xxxxxx X. Gourdomichalis
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Adventure Three S.A.
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