Ex B(4)
INTRA-GROUP LOAN AGREEMENT
Dated as of 3 January, 2002
This Agreement sets out the basis on which the Lender is providing the Borrower
with a loan (the "LOAN")
RASMALA DISTRIBUTION (CAYMAN) LIMITED: (the "LENDER")
RASMALA DISTRIBUTION (BERMUDA) LIMITED: (the "BORROWER")
1 DEFINITIONS
In this Agreement:
Words and expressions defined in the Senior Bridge Facility Agreement
shall have the same meanings where used in this Agreement, but so that:
"FACILITY AGREEMENTS" means the Senior Bridge Facility Agreement,
Mezzanine Facility Agreement, and the Investor Loan Agreement;
"INVESTOR LOAN AGREEMENT" means the agreement between the Investor and
the Parent pursuant to which the Investor Loan is to be made, as amended,
refinanced or replaced from time to time (including by way of conversion
into longer term debt, increase in amount or change of parties);
"MEZZANINE FACILITY AGREEMENT" means the mezzanine facility agreement
dated on or about the date of this Agreement between (among others) the
Parent and Capital Trust N.V., as amended, refinanced or replaced from
time to time (including by way of conversion into longer term debt,
increase in amount or change of parties); and
"SENIOR BRIDGE FACILITY AGREEMENT" means the $30,000,000 bridge facility
agreement dated on or about the date of this Agreement between (among
others) the Parent and SHUAA Capital p.s.c. as amended, refinanced or
replaced from time to time (including by way of conversion into longer
term debt, increase in amount or change of parties).
2 AMOUNT OF LOAN
The amount of the Loan shall be the sum of up to US$65,000,000. The
Borrower may draw down the Loan or any part of it with the consent of the
Lender.
3 INTEREST
Unless otherwise agreed by the parties:
3.1 The Borrower shall pay interest on the outstanding principal amount of
the Loan at a rate per annum that yields an amount equal to the aggregate
amount of interest payable on the Loans as defined in each of the
Facility Agreements (respectively); and
3.2 Interest shall be payable on each date on which interest is due under the
Facility Agreements.
4 REPAYMENT AND PAYMENTS
4.1 The Borrower shall repay the principal amount of the Loan in the amounts
and on the dates that principal is repayable under the Facility
Agreements and otherwise upon demand in writing by the Lender (at its
sole discretion).
4.2 The Borrower may prepay the whole, or any part, of the Loan at any time.
5 ACKNOWLEDGEMENT BY THE BORROWER
The Borrower expressly acknowledges that the Lender may assign or
otherwise grant security over its rights under this Agreement in favour
of SHUAA Capital p.s.c. and any other person previously agreed by the
Borrower.
6 TERMINATION
This Agreement may be terminated at any time by written agreement of the
parties, but without prejudice to any amounts owing hereunder.
7 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with
English law and the parties hereby submit to the jurisdiction of the
English courts in respect of any dispute arising out of this Agreement.
Such jurisdiction shall be non-exclusive except to the extent that such
non-exclusivity prejudices the submission to the English courts or
English law.
For and on behalf of For and on behalf of
the Lender the Borrower
/s/ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
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Authorised Signatory Authorised Signatory
RASMALA DISTRIBUTION RASMALA DISTRIBUTION
(CAYMAN) LIMITED (BERMUDA) LIMITED