FACILITY LETTER
INTEGRATED DATA CORP.
CONVERTIBLE LOAN FACILITY
to
MONTANA HOLDINGS LIMITED
Integrated Data Corp.
Telephone:
484-212-4137
3422 Old Capitol Trail
Fax:
484-212-4141
Suite 741
Wilmington, DE
19808-6192
USA
Montana Holdings Ltd.
Telephone:
242-677-3000
#2 Nassau Court
Fax:
242-677-3007
P.O. Box N-9322
Nassau
The Bahamas
March 8th, 2007
Dear Sirs,
CONVERTIBLE LOAN FACILITY
We are pleased to offer Montana Holdings Ltd. (the "Borrower") a
revolving,
unsecured, convertible loan facility of up to an amount equal to
the sum of
$7,000,000 on the terms set out in this letter (the "Facility").
This offer
is made irrevocably by Lender to Borrower, and is open for
acceptance at
Borrower's sole discretion until March 8th, 2007. If accepted, this letter
and its schedules will form the agreement between the Borrower and
Lender for
the Facililty.
The definitions which shall apply to this letter (unless otherwise
defined in
this letter) are given in Schedule 9.
1. CONDITIONS PRECEDENT
1.1 Conditions
Precedent
Subject to clause 1.2, the Facility will not be available until the
Lender
has received, in form and substance satisfactory to it, the
documents and
evidence detailed in Schedule 1 (the "Conditions Precedent") and
the Lender
has notified the Borrower in writing that this is the case, or has
otherwise,
by way of written notification to the Borrower waived such
requirements (in
whole or in part) on such terms as the Lender may in its absolute
discretion
determine (the "Availability Date").
1.2 Lender's
Discretion: Conditions Precedent
The Lender may at its discretion, and on such terms as it may
specify, agree
to a Utilisation before the Conditions Precedent are fully
satisfied. If the
Lender does so this will not limit its rights to decline to pay or
allow any
further Utilisation until the Conditions Precedent and/or the
Conditions
Subsequent applicable to that Utilisation are met.
2. PURPOSE
OF THE FACILITY
The Borrower may only use the Facility to fund (without
double-counting) the
Development and the Development Costs incurred in accordance with
the
Development Appraisal.
However, any failure by the Borrower to comply with
this clause shall not prejudice any rights of the Lender, who shall
not be
responsible for monitoring or ensuring the use or application by
the Borrower
of the Facility or any part thereof.
3.
UTILISATION
3.1 Subject to
this clause 3 and as otherwise provided, the Facility shall
be utilised in any number of Utilisations at any time for such
amounts as are
set out in the Development Appraisal or for such other amount as is
agreed by
the Lender, provided that, the Borrower has provided the Lender
with a
Construction Certificate in relation to each intended
Utilisation.
3.2 Utilisations
are subject to the Lender receiving by 10:00 am at least 2
clear Business Days before the date on which the Loan is required a
duly
completed Utilisation Request (which shall be irrevocable once
made)
addressed to the Lender, and:
3.2.1 specifying an
amount of Loan not less than $250,000 and an integral
multiple of $50,000;
3.2.2 specifying a
Utilisation Date;
3.2.3 specifying an
Interest Period;
3.2.4 be accompanied
by a Construction Certificate addressed to the Lender.
3.3 No Utilisation in
respect of the Facility will be made if:
3.3.1 an Event of
Default has occurred or will occur as a result;
3.3.2 there is an
identified Cost Overrun, which is yet to be discharged by
the
Borrower in accordance with the terms of the Development
Appraisal
(subject to such additional terms as the Lender may reasonably
require) or, has not otherwise been discharged in a manner
satisfactory to the Lender;
3.3.3 its duration
would extend after the Repayment Date;
3.3.4 there has
already been a Loan in the same calendar month as the
relevant request;
3.3.5 the Facility
would be exceeded;
3.3.6 the Utilisation
is, or is intended to be, applied (in whole or in
part) to satisfy any fee, cost, expense, disbursement or
liability
that
has been incurred by or on behalf of the Borrower which is not
detailed under the terms of the Development Appraisal or the
proposed
application of the Utilisation is otherwise inconsistent with
the
terms of the Development Appraisal; or
3.3.7 the construction
programme and/or other matters detailed in the
Business Plan are delayed for a period of 12 weeks (in aggregate)
in
any
period of 365 days, or the Borrower otherwise abandons and
ceases
all
work on all or any material part of the Development for a
period
of 4
weeks.
4.
REPAYMENT
4.1 Subject to
any provision of this letter requiring earlier payment, the
Liabilities shall be paid and repaid in full on the earlier of:
4.1.1 the refinancing
of the Facility (which shall be treated as a
prepayment under this letter);
4.1.2 a written demand
by the Lender to the Borrower following the
occurrence of an Event of Default;
4.1.3 a Sale (which
shall be treated as a prepayment under this letter);
4.1.4 a Change of
Control (which shall be treated as a prepayment under this
letter); or
4.1.5 the Repayment
Date relating to the Facility.
The terms of clause 8.2 shall apply to any prepayment under this
clause 4.1
(other than in respect of clause 4.1.2 and 4.1.5.
4.2
Notwithstanding any other provision of this letter the
Facility,
together with accrued and unpaid interest and any other payments
payable
under the terms of this letter, shall be repaid in full on the
Repayment
Date.
5.
INTEREST AND BREAK COSTS
5.1 The Borrower
will pay interest on each Loan for each Interest Period at
the annual rate which when taken together with the interest payable
on all
other Loans, equates to a rate of 10% per annum on the Loan
outstanding
averaged over the duration of such Interest Period. Interest shall be paid
net of any Bahamian government charges that may be applicable.
5.2 The Borrower
shall pay accrued interest on each Loan on each Interest
Payment Date and to the extent not paid by the Borrower on such an
Interest
Payment Date, the Lender shall be authorised to deduct an amount
equivalent
to such accrued interest from the Facility and any such deduction
shall
constitute a Loan for the purposes of this letter and itself
attract interest
at the rate detailed in clause 5.1.
6.
INTEREST PERIODS
6.1 Interest
Periods shall be equal to calendar months unless otherwise
expressly agreed to by the parties.
7.
CONVERSION OPTION
7.1 Borrower and
Lender mutually agree that Lender shall, at its sole
discretion, have the option of converting amounts outstanding under
the
Facility, including accrued interest and fees, either in whole or
in part, to
Shares in the Borrower pursuant to the Conversion Calculation
during the
Option Period (the "Conversion Option").
7.2 Lender's
notification of Borrower related to exercising the Conversion
Option shall be made in writing.
7.3
Notwithstanding the provisions of clause 7.1 above, the
Conversion
Option is subject to the following conditions:
7.3.1 Lender is
prohibited from the conversion of an amount that would
reduce the shareholding of Mr. John Mittens below 51%;
7.3.2 Approval of all
required governmental agencies in The Bahamas;
7.3.3 Any required
approvals under the Senior Loan Agreement.
7.4 Shares
issued related to this Conversion Option will rank pari passu
in
all respects with the Borrower's existing issued ordinary
shares.
7.5 Lender shall
be responsible for all taxes, duties and fees associated
with this issue of Shares relate
