EXHIBIT 2.5
WAIVER
THIS WAIVER is made as of the 21st day of February 2001, to the Share
Purchase and Shareholders' Agreement relating to Global Information Group, USA,
Inc., ("GIG"), by and among GIG, Chatelin Capital Partners Limited ("CCP"),
Jolec Trading Limited ("Jolec"), ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Invest AG ("▇▇▇▇▇▇") and
Newick Developments Limited ("Newick"), dated 14 January 2000, the First Loan
Agreement between GIG and Newick, dated 2 February 2000; the First Loan
Agreement between GIG and ▇▇▇▇▇▇, dated 2 February 2000, the Second Loan
Agreement between GIG and ▇▇▇▇▇▇, dated 2 February 2000; and the Second Loan
Agreement between GIG and Newick, dated 2 February 2000. All capitalized terms
used herein shall have the meaning ascribed to them in the Shareholders'
Agreement, the respective First Loan Agreements and the respective Second Loan
Agreements, unless otherwise defined herein.
WITNESSETH:
WHEREAS, on 14 January 2000 Global Information Group U.S.A., Inc.
("GIG") and, CCP, Jolec, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ and Newick entered into a Share
Purchase and Shareholders' Agreement relating to Global Information Group USA,
Inc. (the "Shareholders' Agreement").
WHEREAS, on 2 February 2000 GIG, as Borrower, entered into two loan
agreements with, respectively, ▇▇▇▇▇▇ and Newick, as Lenders (the "First Loan
Agreements").
WHEREAS, on 2 February 2000 GIG, as Borrower, entered into two further
loan agreements with, respectively, ▇▇▇▇▇▇ and Newick, as Lenders (the "Second
Loan Agreements") (the First Loan Agreements and the Second Loan Agreements
collectively referred to herein as the "Loan Agreements").
WHEREAS, pursuant to Section 10.4.2 of the Shareholders' Agreement, the
Parties agreed that during the Investment Period: (i) the Company shall pursue
the Business Plan; (ii) no material action shall be taken by the Company except
as expressly contemplated in the Business Plan; and (iii) no expenditures shall
be incurred by the Company except as expressly contemplated in the Financial
Plan; in each case except as approved by the CCP director who shall act in good
faith in the interest of the Company.
WHEREAS, Section 10.4.3 of the Shareholders' Agreement provides that
the Business Plan may be altered at any time with the prior agreement of all the
directors but may not be otherwise be altered.
WHEREAS, pursuant to the respective Sections 13.3 of the Loan
Agreements it is deemed an event of default in the event any representation made
in the Loan Agreements or the Shareholders' Agreement is incorrect in any
respect or, if repeated at any time with reference to the facts and
circumstances then existing, would be so incorrect.
NOW, THEREFORE, in consideration of $1.00 and the mutual covenants and
agreements hereinafter set forth the parties hereto agree as follows:
1. For purposes of Section 10.4.2 of the Shareholders' Agreement, the
parties hereto acknowledge and agree that all material actions taken to date by
the Company and all expenditures incurred to date by the Company have been and
are in compliance with Section 10.4.2 of the Shareholders' Agreement.
2. For purposes of the Business Plan and the Financial Plan, the
parties hereto acknowledge and agree that any payments made or to be made to CCP
pursuant to the terms of the Shareholders' Agreement or any agreement referenced
therein or incorporated through schedules thereto, including but not limited to
the Consultancy Agreement, shall not be deemed to form the basis or a breach or
be deemed to constitute a breach or other violation of Section 10.4.2 of the
Shareholders' Agreement.
3. The parties further acknowledge and agree that any payments made or
to be made to CCP pursuant to the terms of the Shareholders' Agreement, or any
agreement referenced therein or incorporated through schedules thereto,
including but not limited to the Consultancy Agreement, shall not form the basis
of or be deemed to be an event of default under the respective Sections 13 of
the Loan Agreements.
4. The Shareholders' Agreement, the Loan Agreements and the Consultancy
Agreement, as may be amended by this Waiver and the Agreement of even date
attached hereto, shall otherwise remain in full force and effect in accordance
with their terms.
5. This Waiver may be executed in several counterparts, each of which
shall constitute an original and all of which, when taken together, shall
constitute one agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Waiver to be
executed and delivered as of the date first set forth above.
AS PARTIES TO THE SHAREHOLDERS' AGREEMENT:
GLOBAL INFORMATION GROUP U.S.A., INC. CHATELIN CAPITAL PARTNERS LIMITED
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/▇.▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name. ▇. ▇. ▇▇▇▇▇▇▇
Title: President Title: Director
NEWICK DEVELOPMENTS LIMITED JOLEC TRADING LIMITED
By: Intertrust (Curacao) N.V. By: Intertrust (Curacao) N.V.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director Title: Managing Director
▇▇▇▇▇▇ INVEST AG
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as power-of-attorney ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
for ▇▇▇▇▇▇ Invest AG
AS PARTIES TO THE FIRST LOAN AGREEMENTS:
THE BORROWER: THE LENDER:
GLOBAL INFORMATION GROUP U.S.A., INC. NEWICK DEVELOPMENTS LIMITED
By: Intertrust (Curacao) N.V.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President Title: Managing Director
THE BORROWER: THE LENDER:
GLOBAL INFORMATION GROUP U.S.A., INC. ▇▇▇▇▇▇ INVEST AG
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as power-of-attorney for ▇▇▇▇▇▇
Title: President Invest AG
AS PARTIES TO THE SECOND LOAN AGREEMENTS:
THE BORROWER: THE LENDER:
GLOBAL INFORMATION GROUP U.S.A., INC. NEWICK DEVELOPMENTS LIMITED
By: Intertrust (Curacao) N.V.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President Title: Managing Director
THE BORROWER: THE LENDER:
GLOBAL INFORMATION GROUP U.S.A., INC. ▇▇▇▇▇▇ INVEST AG
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as power-of-attorney for ▇▇▇▇▇▇
Title: President Invest AG