THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY
OF THIS DOCUMENT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE
DOCUMENTATION THEREOF, INCLUDING WRITTEN CONFIRMATIONS OR
REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL
COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING
ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE
MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP
THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND
WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA AND AVOID
PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT
IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN
ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN
AUSTRIAN ADDRESSEE.
Octavian
International Ltd.
THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY
OF THIS DOCUMENT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE
DOCUMENTATION THEREOF, INCLUDING WRITTEN CONFIRMATIONS OR
REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL
COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING
ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE
MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP
THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND
WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA AND AVOID
PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT
IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN
ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN
AUSTRIAN ADDRESSEE.
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Austrian
Gaming Industries GmbH of
Wiener Strasse 158, A-2352 Gumpoldskirchen, Austria, FN 109445
z ( Lender ); and
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Octavian
International Limited registered in England with number 04185988 of
Bury House 1-3 Bury Street, Guilford Surrey GU2 AW, UK (
Company ).
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In this
Agreement, the following definitions shall apply:
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AGE 3.70 IP
Rights has the meaning
given in clause 7.1(a);
AGE
Modifications has the
meaning given in clause 7.1(b);
Business
Day means any day on
which the banks in Vienna are generally open for
business;
Escrow
Agent means NCC Escrow
International Limited, escrow agents with offices in Manchester,
England;
Escrow
Agreement means the
agreement entered into between the Escrow Agent, Lender and Company
dated 30 October 2008;
First Loan
Agreement means the loan
agreement entered into between the Lender and the Company on 30
October 2008;
First
Transfer Agreement means
the agreement entered into between the Lender and the Company on 30
October 2008 in relation to the First Loan Agreement;
Encumbrance means any mortgage, charge, pledge, lien or any
other security interest;
Event of
Default has the meaning
given in clause 6; IP Rights has the meaning set out in the
First and Second Transfer Agreement
Loan has the meaning given in clause 2.1.
Materials has the meaning set out in the First Transfer
Agreement;
Products has the meaning set out in the First Transfer
Agreement; and
Second
Transfer Agreement means
the agreement signed on the same date as this Agreement relating to
the rights of the Lender in relation to the products and materials
as set out in the Second Transfer Agreement upon the occurrence of
an Event of Default as per Schedule 1;
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The Lender
grants to the Company a loan in the amount of USD 2,000,000.--
(in words: two million US Dollars), hereinafter referred
to as the " Loan ", subject to the provisions of this
Agreement.
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The loan will
be paid out to the Company in two instalments each of USD
1.000.000; the first one within 5 working days of the execution of
the Agreement and the second one on or about the 15
th of August 2009.
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The Loan shall
be conditional upon due execution of the Second Transfer
Agreement.
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Interest shall
accrue daily on the Loan in accordance with clause 3.2, from the
date of this Agreement until the Loan is repaid in full.
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Interest shall
be calculated annually at a rate of 3 months USD-Libor as displayed
for the relevant currency and for the relevant period on the
appropriate page of the Reuters screen plus 4 per cent on the Loan
(subject to a maximum cap on the interest rate of 8 per
cent).
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The Company
will pay the accrued interest on a monthly basis on the last
business day of each month. Payment shall be made in
accordance with clause 5 and subject to clause 10 to an account
notified in writing by the Lender to the Company as per clause
5.
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The Loan shall
be repayable as a bullet repayment on June 30
th 2010.
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The Company
may, by giving the Lender prior written notice, repay the Loan and
any accrued but unpaid interest at any time in whole or in
part.
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The Company
shall make its payments for the payable interest and the Loan
exclusively to the below bank account of the Lender:
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Bank:
Bayerische Hypo- und Vereinsbank AG
Account number:
344 576 645
IBAN: DE 085
102 018 603 445 766 45
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Unless required
by law and unless the Company and the Lender agree otherwise, all
payments made by the Company hereunder shall be made free and clear
of and without any deduction for or on account of any tax, set-off
or counterclaim.
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If, for any
reason whatsoever, any of the following events (each an " Event
of Default ") occurs:
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the Company
fails to pay when due any sum payable under this Agreement and such
failure is not rectified within 30 days of the due date for such
payment; or
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steps are taken
for the winding-up or dissolution of the Company, the Company
becomes insolvent or is deemed unable to pay its debts within the
meaning of Section 123 of the Insolvency Act 1986; steps are taken
by any person to appoint an administrative or other receiver of the
Company or any of its property or assets; or steps are taken
towards an application for an administration order in relation to
the Company; or
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it becomes
impossible or unlawful, in the reasonabl
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