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LOAN FACILITY AGREEMENT
FROM: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
TO: TRANSMEDIA ASIA PACIFIC INC
Dated 27 March 1997
Dear Sirs,
I write to confirm that I am prepared to grant loan facilities to Transmedia
Asia Pacific Inc ("TMNA") 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 TMNA 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) TMNA 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 TMNA or any other resolution is passed
or order made having like effect in the jurisdiction in which it is
passed or made;
(c) TMNA 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 TMNA any person is appointed to manage the affairs of TMNA
or receive or dispose of its assets pursuant to any security issued
or entered into by TMNA or to an order of a court of competent
jurisdiction;
(e) TMNA 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 TMNA or the
whole or any of its assets which remains undischarged for 14 days or
if any assets of TMNA 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
TMNA and Transmedia Europe, 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 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Director duly authorised
for and on behalf of
TRANSMEDIA ASIA PACIFIC INC
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