Exhibit 10.8 Facility Agreement dated February 17, 2000
relating to Systeam SpA
Dated 17 February 2000
$US1,000,000
i
FACILITY AGREEMENT
SYSTEAM SpA
as borrower
▇▇▇▇▇▇.▇▇▇ Inc
as lender
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
City Tower - Level Four
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
THIS AGREEMENT is made on the 17' of February 2000 BETWEEN
(1) SYSTEAM SPA whose registered office is at ▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇ (the "Borrower"); and
(3) C14NET.C0M INC whose registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Lender").
NOW IT IS HEREBY AGREED as follows:
1.1 In this Agreement:
"Acquisition Agreement" means the Agreement executed by way of
exchange of a contract proposal dated 18' of January 2000 and the
subsequent acceptance dated 24' of January 2000 made between the
Lender and certain other parties concerning acquisition by the
Lender of shares in the Borrower;
"Prime Rate" means the Prime rate from time to time published by
Chase Manhattan Bank NA;
"Closing" means the day on which the transfer of the shares of
Systeam S.p.A. to ▇▇▇▇▇▇.▇▇▇ Inc. will be executed"Event of
Default" means any of those events specified in Clause 14;
"Exit Event" means either (i) the sale of the issued share
capital of the Borrower to a third party or parties acting in
concert or (ii) the listing of any shares in the Borrower on a
recognised stock exchange;
"Facility" means the dollar loan facility granted to the Borrower
in this Agreement, as defined in Clause 2;
"Group" means the Borrower and its subsidiaries;
"Interest Period" means, save as otherwise provided herein, any
of those periods mentioned in Clause 5;
I
"Loan" means the aggregate principal amount for the time being
outstanding hereunder;
"Margin" means 3 per cent. per annum;
"Potential Event of Default" means any event which may become
(with the passage of time, the giving of notice, the making of
any determination hereunder or any combination thereof) an Event
of Default; and
"Repayment Date" means the earlier of the fourth anniversary of
this Agreement or the occurrence of
an Exit Event.
LOANSNG.06
1.2 Any reference in this Agreement to:
the "Lender" shall be construed so as to include its and any
subsequent successors and assigns in accordance with their
respective interests;
a "business day" shall be construed as a reference to a day
(other than a Saturday or Sunday) on which Lenders are generally
open for business in New York and Rome; a "Clause" shall, subject
to any contrary indication, be construed as a reference to a
clause hereof;
an "encumbrance" shall be construed as a reference to a mortgage,
charge, pledge, lien or other encumbrance securing any obligation
of any person or any other type of preferential arrangement
(including, without limitation, title transfer and retention
arrangements) having a similar effect;
a "holding company" of a company or corporation shall be
construed as a reference to any company or corporation of which
the first-mentioned company or corporation is a subsidiary;
"indebtedness" shall be construed so as to include any obligation
(whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or
contingent;
a "month" is a reference to a period starting on one day in a
calendar month and ending on the numerically corresponding day in
the next succeeding calendar month save that, where any such
period would otherwise end on a day which is not a business day,
it shall end on the next succeeding business day, unless that day
falls in the calendar month succeeding that in which it would
otherwise have ended, in which case it shall end on the
immediately preceding business day Provided that, if a
period starts on the last business day in a calendar month or if
there is no numerically corresponding day in the month in which
that period ends, that period shall end on the last business day
in that later month (and references to "months" shall be
construed accordingly);
a "person" shall be construed as a reference to any person, firm,
company, corporation, government, state or agency of a state or
any association or partnership (whether or not having separate
legal personality) of two or more of the foregoing;
"repay" (or any derivative form thereof) shall, subject to any
contrary indication, be construed to include "prepay" (or, as the
case may be, the corresponding derivative form thereof);
a "Schedule" shall, subject to any contrary indication, be
construed as a reference to a schedule hereto;
a "subsidiary" of a company or corporation shall be construed as
a reference to any company or corporation:
(i) which is controlled, directly or indirectly, by the
first-mentioned company or corporation;
(ii) more than half the issued share capital of which is
beneficially owned, directly or indirectly, by the
first-mentioned company or corporation; or
(iii) which is a subsidiary of another subsidiary of the
first-mentioned company or corporation and, for these purposes, a
company or corporation shall be treated as being controlled by
another if that other company or corporation is able to direct
its affairs and/or to control the composition of its board of
directors or equivalent body;
"tax" shall be construed so as to include any tax, levy, impost,
duty or other charge of a similar nature (including, without
limitation, any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same);
"VAT" shall be construed as a reference to value added tax
including any similar tax which may be imposed in place thereof
from time to time;
a "wholly=owned subsidiary' of a company or corporation glialFbe
construed as a reference to any company or corporation which has
no other members except that other company or corporation and
that other company's or corporation's wholly-owned subsidiaries
or persons acting on behalf of that other company or corporation
or its wholly-owned subsidiaries; and
the "winding-up", "dissolution" or "administration" of a company
or corporation shall be construed so as to include any equivalent
or analogous proceedings under the law of the jurisdiction in
which such company or corporation is incorporated or any
jurisdiction in which such company or corporation carries on
business including the seeking of liquidation, winding-up,
reorganisation, dissolution, administration, arrangement,
adjustment, protection or relief of debtors.
1.3 "$" and "dollar" denote lawful currency of the United
States of America.
1.4 Save where the contrary is indicated, any reference in
this Agreement to:
this Agreement or-any-other--agreement-or document shall be
construed-as-a reference to this Agreement or, as the case may
be, such other agreement or document as the same may have been,
or may from time to time be, amended, varied, novated or
supplemented;
a statute shall be construed as a reference to such statute as
:he same may have been, or may from time to time be, amended or
re-enacted; and
(iii) a time of day shall be construed as a reference to New
York time.
1.5 Clause and Schedule headings are for ease of reference
only.
2. The Facility
The Lender grants to the Borrower, upon the terms and subject to
the conditions hereof, a loan facility in an aggregate amount of
up to $1,000,000.
3. Purpose
3.1 The Facility is intended for general corporate and working
capital purposes of the Borrower and the Borrower shall apply all
amounts raised by it hereunder in or towards satisfaction of the
general corporate financing requirements set out in the Schedules
to the Business Plan .
3.2 Without prejudice to the obligations of the Borrower
hereunder, the Lender shall not be obliged to concern itself with
the application of amounts raised by the Borrower hereunder.
4. Availability of the Facility
The Lender will, subject to Clause 4, remit the Facility to the
Borrower no later than seven days from the Closing (or if such
day is not a business day, on the next following business day).
5. Interest Periods
The period for which the Loan is outstanding shall be divided
into successive Interest Periods each with a duration of three
months. The first Interest Period shall start from the date on
which the Facility has been made available to the Borrower
6 Interest
6.1 On the last day of each Interest Period the Borrower
shall pay the interest accrued on the Loan for the relevant
Interest Period.
6.2 The rate of interest applicable to the Loan from time
to time during an Interest Period relating thereto shall be the
rate per annum which is the sum of the Margin and the Prime Rate
applied on a daily basis during such Interest Period.
7. Repayment
The Borrower shall repay the Loan on the Repayment Date.
8. Prepayment
8.1 The Borrower may, if it has given to the Lender not less than
thirty days' prior notice to that effect, prepay without penalty
the whole or any part of the Loan (being an amount or integral
multiple of $100,000) on the last day of any Interest Period.
8.2 Any notice of cancellation or prepayment given by the
Borrower pursuant to Clause 8.1 shall be irrevocable, shall
specify the date upon which such cancellation or prepayment is to
be made and the amount of such cancellation or prepayment and, in
the case of a notice of prepayment, shall oblige the Borrower to
make such prepayment on such date.
8.3 The Borrower shall not repay all or any part of the
Loan except at the times and in the manner expressly provided for
in this Agreement and shall not be entitled to re-borrow any
amount repaid.
9. Taxes
9.1 All payments to be made by the Borrower to the Lender
hereunder shall be made free and clear of and without deduction
for or on account of tax unless the Borrower is required to make
such a payment subject to the deduction or withholding of tax, in
which case the sum payable by the Borrower in respect of which
such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the
making of the required deduction or withholding, the Lender
receives and retains (free from any liability in respect of any
such deduction or withholding) a net sum equal to the sum which
it would have received and so retained had no such deduction or
withholding been made or required to be made.
9.2 Without prejudice to the provisions of. Clause 10.1, if the
Lender is required to make any payment on account of tax (not
being a tax imposed on the income of the Lender by the
urisdiction in which it is incorporated) or otherwise on or in
relation to any sum received or receivable by it hereunder
(including, without limitation, any sum received or receivable
under this Clause 10) or any liability in respect of any such
payment is asserted, imposed, levied or assessed against the
Lender, the Borrower shall, upon demand of the Lender, promptly
indemnify the Lender against such payment or liability, together
with any interest, penalties and expenses payable or incurred in
connection therewith.
9.3 If the Lender intends to make a claim pursuant to Clause 10,
it shall notify the Borrower of the event by reason of which it
is entitled to make such claim Provided that nothing herein shall
require the Lender to disclose any confidential information
relating to the organisation of its affairs.
10. Tax Receipts
10.1 If, at any time; the Borrower is required by law to make
any deduction or withholding from any sum payable by it hereunder
(or if thereafter there is any change in the rates at which or
the manner in which such deductions or withholdings are
calculated), the Borrower shall promptly notify the Lender.
10.2 If the Borrower makes any payment hereunder in respect of
which it is required to make any deduction or withholding, it
shall pay the full amount required to be deducted or withheld to
the relevant taxation or other authority within the time allowed
for such payment under applicable law and shall deliver to the
Lender, promptly upon receipt of the same, an original receipt
(or a certified copy thereof) issued by such authority evidencing
the payment to such authority of all amounts so required
to be deducted or withheld in respect of such payment.
11. Increased Costs
11.1 If, by reason of any change in law or in its interpretation
or administration:
(a) there is any increase in the cost to the Lender of funding
or maintaining all or any of the advances comprised in a class of
advances formed by or including the Advances;
(b) the Lender becomes liable to make any payment on account of
tax or otherwise (not being a tax imposed on the net income of
the Lender by the jurisdiction in which it is incorporated) on or
calculated by reference to the amount of the Advances and/or to
any sum received or receivable by it hereunder then the Borrower
shall, from time to time on demand of the Lender, promptly pay to
the Lender amounts sufficient to indemnify it or any such holding
company against, as the case may be, (1) such increased cost (or
such proportion of such increased cost as is, in the opinion of
the Lender, attributable to its funding or maintaining Advances)
or (2) such liability.
11.2 If the Lender intends to make a claim pursuant to Clause
11.1, it shall notify the Borrower of the event by reason of
which it is entitled to do so Provided that nothing herein shall
require the Lender to disclose any confidential information
relating to the organisation of its affairs.
12. Representations
The Borrower represents that:
(i) it is a corporation duly organised under the laws of Italy
with power to enter into this Agreement and to exercise its
rights and perform its obligations hereunder and all corporate
and other action required to authorise its execution of this
Agreement and its performance of its obligations hereunder
has been duly taken;
(ii) under the laws of Italy in force at the date hereof, the
claims of the Lender against the Borrower under this Agreement
will rank at least pari passu with the claims of all its other
unsecured creditors save those whose claims are preferred solely
by any bankruptcy ; insolvency; liquidation or other similar
laws of general application;
(iii) in any proceedings taken in its jurisdiction of
incorporation in relation to this Agreement, it will not be
entitled to claim for itself or any of its assets immunity from
suit, execution, attachment or other legal process;
(iv) all acts, conditions and things required to be done,
fulfilled and performed in order (a) to enable it lawfully to
enter into, exercise its rights under and perform and comply with
the obligations expressed to be assumed by it in this Agreement
and (b) to ensure that the obligations expressed to be assumed by
it in this Agreement are legal, valid and binding;
(v) it has not taken any corporate action nor have any other
steps been taken or legal proceedings been started or (to the
best its knowledge and belief) threatened against the Borrower
for its winding-up, dissolution, administration or
re-organisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar
officer of it or of any or all of its assets or revenues;
(vi) it is not in breach of or in default under any agreement to
which it is a party or which is binding on it or any of its
assets to an extent or in a manner which might have a material
adverse effect on the business or financial condition of the
Group;
(vii) no action or administrative proceeding of or before any
court or agency which might have a material adverse effect on the
business or financial condition of the Borrower has been started
or threatened;
(viii) all of the written information supplied by the Borrower
to the Lender in connection herewith is true, complete and
accurate in all material respects and it is not aware of any
material facts or circumstances that have not been disclosed to
the Lender and which might, if disclosed, adversely affect the
decision of a person considering whether or not to provide
finance to the Borrower;
(ix) save as permitted hereunder, no encumbrance exists over all
or any of the present or future revenues or assets of the
Borrower;
(x) the execution by the Borrower of this Agreement and the
Borrower's exercise of its rights and performance of its
obligations hereunder or thereunder will not result in the
existence of nor oblige the Borrower to create any encumbrance
over all or any of its present or future revenues or assets;
(xi) the execution by the Borrower of this Agreement and the
Debenture and the Borrower's exercise of its rights and
performance of its obligations hereunder or thereunder do not and
will not:
(a) conflict with any agreement, mortgage, bond or
other instrument or treaty to which such party is a party or
which is binding upon it or any of its assets;
(b) conflict with the such party's constitutional
documents and rules and regulations; or
(c) conflict with any applicable law, regulation or
official or judicial order.
13. Covenants
13.1 The Borrower shall:
(i) obtain, comply with the terms of and do all that
is necessary to maintain in full force and effect all
authorisations, approvals, licences and consents required in or
by the laws and regulations of its jurisdiction of incorporation
to enable it lawfully to enter into and perform its obligations
under this Agreement or to ensure the legality, validity,
enforceability or admissibility in evidence in its jurisdiction
of incorporation of this Agreement;
(ii) maintain insurances on and in relation to its
business and assets with reputable underwriters or insurance
companies against such risks and to such extent as is usual for
companies carrying on a business such as that carried on
by the Group;
(iii) after the delivery of any Notice of Drawdown and before
the proposed making of the Advance requested therein, notify the
Lender of the occurrence of any event which results in or may
reasonably be expected to result in any of the representations
contained in Clause 12 being untrue in any material respect at or
before the time of the proposed making of such Advance;
(iv) promptly inform the Lender of the occurrence of any Event of
Default or Potential Event of Default and, upon receipt of a
written request to that effect from the Lender, confii=iri to the
Lender- that, save as previously notified to the Lender or as
notified in such confirmation, no Event of Default or Potential
Event of Default has occurred; and
(v) ensure that at all times the claims of the Lender against it
under this Agreement rank at least pari passu with the claims of
all its other unsecured creditors save those whose claims are
preferred by any bankruptcy, insolvency, liquidation or other
similar laws of general application.
13.2 No member of the Group shall , without the prior written
consent of the Lender:
pay, make or declare any dividend or other distribution in
respect of any financial year;
(ii) create or permit to subsist any encumbrance over all or any
of its present or future revenues or assets other than an
encumbrance which has been disclosed in writing to the Lender
prior to the execution hereof and secures only indebtedness
outstanding at the date hereof;
(iii) make any loans, grant any credit (save in the ordinary
course of business) or give any guarantee or indemnity (except as
required heir ▇▇▇) to or for the benefit of any person or
otherwise voluntarily assume any liability, whether actual or
contingent, in respect of any obligation of any other person;
(iv) (other than pursuant to the Option Scheme (as defined in the
Acquisition Agreement) issue any further shares or alter any
rights attaching to its issued shares in existence at the date
hereof; or
(v) (disregarding sales of stock in trade in the ordinary course
of business) sell, lease, transfer or otherwise dispose of, by
one or more transactions or series of transactions (whether
related or not), the whole or any part of its revenues or its
assets.
14. Events of Default
14.1 If: (i) the Borrower shall fail to pay, within three
business days of the due date, any sum due from it hereunder at
the time, in the currency and in the manner specified herein; or
(ii) any representation or statement made by the Borrower in this
Agreement or in any notice or other document, certificate or
statement delivered by it pursuant hereto or in connection
herewith is or proves to have been misleading or materially
incorrect when made; or
(iii) the Borrower fails duly to perform or comply with any
other obligation expressed to be assumed by it in this Agreement
and such failure, if capable of remedy, is not remedied within
fourteen days after the Lender has given notice thereof to such
party; or
(iv) any material indebtedness of any member of the Group is not
paid when due or is declared to be or otherwise becomes due and
payable prior to its specified maturity or any creditor or
creditors of the any member of the Group become entitled to
declare any indebtedness of the such party due and payable prior
to its specified maturity; or
(v) any member of the Group is unable to pay its debts as they
fall due, commences negotiations with any one or more of its
creditors with a view to the general readjustment or rescheduling
of its indebtedness or makes a general assignment for the benefit
of or a composition with its creditors; or
(vi) any member of the Group takes any corporate action or other
steps are taken or legal proceedings are started for its
winding-up, dissolution, administration or re-organisation or for
the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of it or of any or all of
its revenues and assets; or
(iiiii) any execution or distress is levied against, or an
encumbrancer takes possession of the whole or any part of, the
property, undertaking or assets of any member of the Group; or
(viii) by or under the authority of any government, (a) the
management of any member of the Group is wholly or partially
displaced or the authority of any member of the Group in the
conduct of its business is wholly or partially curtailed or (b)
all or a majority of the issued shares of the Borrower or the
whole or any part (the book value of which is twenty per cent. or
more of the book value of the whole) of the revenues or assets of
the Group is seized, nationalised, expropriated or compulsorily
acquired; or
(ix) (except as may result from a sale or sales by the Lender) at
least 660 of the issued share capital of the Borrower shall cease
to be beneficially owned by the Lender; or
(x) any member of the Group ceases to carry on the business it
carries on at the date hereof or enters into any new business; or
(xi) the Borrower repudiates this Agreement or does or causes to
be done any act or thing evidencing an intention to repudiate
this Agreement; or
(xii) at any time any act, condition or thing required to be
done, fulfilled or performed in order (a) to enable the Borrower
lawfully to enter into, exercise its rights under and perform the
obligations expressed to be assumed by it in this Agreement, (b)
to ensure that the obligations expressed to be assumed by the
Borrower in this agreement legal valid binding or (c) to make,
this Agreement admissible in evidence in Italy is not done,
fulfilled or performed; or
(xiii) at any time it is or becomes unlawful for the Borrower
to perform or comply with any or all of its obligations hereunder
or any of the obligations of the Borrower hereunder or thereunder
are not or cease to be legal, valid and binding; or
(xiv) any circumstances arise which in the reasonable opinion
of the Lender constitute a material adverse change in the
business, assets or financial condition of the Borrower;
then, and in any such case and at any time thereafter, the
Lender, in accordance with art. 1186 of the Italian Civil Code,
may by written notice to the Borrower declare the Loan to be
immediately due and payable (whereupon the same shall become so
payable together-with accrued interest thereon and--any other
sums then owed by the Borrower hereunder)
14.2 If, pursuant to Clause 14.1, the Lender declares the Loan to
be due and payable on demand of the Lender, then, and at any time
thereafter, the Lender may by written notice to the Borrower:
call for repayment of the Loan on such date as it may specify in
such notice (whereupon the same shall become due and payable on
such date together with accrued interest thereon and any other
sums then owed by the Borrower hereunder) or withdraw its
declaration with effect from such date as it may specify in such
notice.
15. Default Interest and Indemnity
15.1 If any sum due and payable by the Borrower hereunder is not
paid on the due date or if any sum due and payable by the
Borrower under any judgement of any court in connection herewith
is not paid on the date of such judgement, (the balance thereof
for the time being unpaid being herein referred to as an "unpaid
sum") the unpaid sum shall bear interest at the rate per annum
which is the sum from time to time of two per cent, the Margin
and the Prime Rate from time to time applicable thereto.
15.2 The Borrower undertakes to indemnify the Lender against any
cost, claim, loss, expense (including legal fees) or liability
together with any VAT thereon, which it may sustain or incur as a
consequence of the occurrence of any Event of Default or any
default by the Borrower in the performance of any of the
obligations expressed to be assumed by it in this Agreement.
16. Payments
16.1 On each date on which this Agreement requires an amount
denominated in dollars to be paid by the Borrower, the Borrower
shall make the same available to the Lender by payment in dollars
and in immediately available, freely transferable, cleared funds
to the Lender's account number to be advised by the lender, New
York (or such other account or bank as the Lender may have
specified for this purpose).
16.2 All payments required to be iriade by the Borrower
heieunder shall be calculated without reference to any set-off or
counterclaim and shall be made free and clear of and without any
deduction for or on account of any set-off or counterclaim.
17. Set-Off
The Borrower authorises the Lender to apply any credit balance to
which the Borrower is entitled on any account of the Borrower
with the Lender in satisfaction of any sum due and payable from
the Borrower to the Lender hereunder but unpaid; for this
purpose, the Lender is authorised to purchase with the moneys
standing to the credit of any such account such other currencies
as may be necessary to effect such application. The Lender shall
not be obliged to exercise any right given to it by this Clause.
18.1 The Borrower shall, from time to time on demand of the
Lender, reimburse the Lender for all costs and expenses
(including legal fees) together with any IVA thereon incurred in
or in connection with the preservation and/or enforcement of any
of its rights under this Agreement.
18.2 The Borrower shall pay all stamp, registration and other
taxes to which this Agreement or any judgement given in
connection herewith is or at any time may be subject and shall,
from time to time on demand, indemnify the Lender against any
liabilities, costs, claims and expenses resulting from any
failure to pay or any delay in paying any such tax.
19. Benefit of Agreement
This Agreement shall be binding upon and enure to the benefit of
each party hereto and its or any subsequent successors and
assigns.
20. Assignments
20.1 The Borrower shall not be entitled to assign or transfer all
or any of its rights, benefits and obligations hereunder.
20.2 The Lender may at any time assign all or any of its rights
and benefits hereunder.
21. Calculations and Evidence of Debt
21.1 Interest and commitment commission shall accrue from day to
day and shall be calculated on the basis of a year of 360 days
consisting of 12 months of 30 days.
21.2 The Lender shall maintain in accordance with its usual
practice accounts evidencing the amounts from time to time lent
by and owing to it hereunder.
22. Remedies and Waivers
No failure by the Lender to exercise, nor any delay by the Lender
in exercising, any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or
the exercise of any other right or remedy.
The rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies provided by law.
23. Partial Invalidity
If, at any time, any provision hereof is or becomes illegal,
invalid or unenforceable in any respect under the law of any
jurisdiction, neither the legality, validity or enforceability of
the remaining provisions hereof nor the legality, validity or
enforceability of such provision under the law of any
other jurisdiction shall- in any way be affected- or impaired
thereby:
24. Notices
24.1 Each communication to be made hereunder shall be made in
writing but; unless otherwise stated, may be made by telex or
letter.
24.2 Any communication or document to be made or delivered by one
person to another pursuant to this Agreement shall (unless that
other person has by fifteen days' written notice to the one
specified another address) be made or delivered to that other
person at the address identified with its signature below and
shall be deemed to have been made or delivered at the opening of
business on the business day following the date of despatch (in
the case of any communication made by telefax) or (in the case of
any communication made by letter) when left at that address or
(as the case may be) ten days after being deposited in the post
postage prepaid in an envelope addressed to it at that address
Provided that any communication or document to be made or
delivered by the Borrower to the Lender shall be effective only
when received by the Lender and then only if the same is
expressly marked for the attention of the department or officer
identified with the Lender's signature below (or such other
department or officer as the Lender shall from time to time
specify for this purpose).
THE FIRST SCHEDULE
Condition Precedent Documents
a copy, certified a true copy by a duly authorised of its
[constitutional documents];
(ii) a copy, certified a true copy by a duly authorised of
a Board Resolution of the Borrower approving the
performance of this Agreement and the Debentl
conditions hereof and thereof and authorising a nan
sign this Agreement and any documents to be del
pursuant hereto;
(iii) a certificate of a duly authorised officer of the
▇▇▇▇▇▇ and signatures of the persons authorised to sign, on this
Agreement, the Debenture and any documents Borrower pursuant
hereto or thereto; and
(iv) the Debenture to be executed by the Borrower.
LOANSNG.06
25. Law
This Agreement shall
26. Jurisdiction
Each of the p; hear and determine an or in connection with i such
courts.
AS WITNESS the h
-out above
The Borrower
SYSTEAM Sp,
By:
Address: Via de
The Lender
THE SECOND SCHEDULE
Notice of Drawdown
From: Systeam SpA
To: [ ]
Dated:
Dear Sirs,
I
1. We refer to the agreement (the "Facility Agreement") dated [
], 199[ ] and made between ourselves as borrower, [ ] as
guarantor and yourselves as lender.
2. We hereby give you notice that, pursuant to the Facility
Agreement and on [date of proposed Advance], we wish to borrow an
Advance in the amount of GBP[ ] upon the terms and subject to the
conditions contained therein.
3. We confirm that, at the date hereof, the representations set
out in Clause 14 of the Facility Agreement are true and no Event
of Default or Potential Event of Default has occurred.
4. We confirm that the Advance is to provide working capital
for the month of [ ] in excess of that set out in the Business
Plan.
5. The proceeds of this drawdown should be credited to [insert
account details].
Yours faithfully
for and on behalf of
Systeam SpA
* Insert only if there are no outstanding Advances.