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EXHIBIT 10.12
LOAN AGREEMENT
THIS DEED is made this 27th day of July 2000
BETWEEN:
INSTANZ NOMINEES PTY. LTD. (A.C.N. 073 513 658) of Level 9 South, 161 Collins
Street in the State of Victoria, Australia (hereinafter referred to as "the
Lender") of the first part;
AND
L.T. TECHNOLOGY, INC. of 34-36 Punt Road, Windsor, Victoria, Australia
(hereinafter referred to as "the Borrower") of the second part.
WHEREAS:
A. The Borrower wishes to borrow monies from the Lender.
B. The Lender is prepared to advance to the Borrower an amount of ONE HUNDRED
AND FIFTY THOUSAND AMERICAN DOLLARS ($US150,000.00) on such terms and
conditions as noted in this Agreement.
C. The Borrower has entered into a prior loan agreement with Ledger
Technologies ("Ledger") on June 6, 2000 under which Ledger has advanced the
sum of US$500,000 or its equivalent in Australian Dollars (hereinafter
referred to as "the Ledger Loan").
D. Ledger has agreed to lend to the Borrower contemporaneously with the loan
by the Lender, a further sum of US$150,000,000, or its equivalent in
Australian Dollars, on the same terms and conditions as the Ledger Loan.
IN CONSIDERATION of the terms and conditions set out hereunder the parties
heretofore agree as follows:
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1. The Lender agrees to lend to the Borrower the amount specified in Recital B
hereof (hereinafter referred to as "the said Loan").
2. The details of every advance of funds by the Lender to the Borrower
pursuant to this Agreement shall be recorded in the Schedule of Loan
Advances in this Agreement, which shall be signed by a Director of the
Lender and a Director of the Borrower.
3. The said Loan shall be repaid by the Borrower to the Lender when: (a) in
the opinion of the Lender, the Borrower has received adequate additional
financing to repay the said Loan and (b) in the opinion of a majority of
the Board of Directors of the Borrower, there are reasonable grounds to
believe that the Company will be able to pay its debts as and when they
become due and payable.
4. Interest calculated daily at a rate of 10% per annum on all loan funds from
time to time advanced pursuant to this Agreement shall be paid by the
Borrower to the Lender upon repayment of the said Loan.
5. The Borrower shall take all necessary steps to ensure that the said Loan
shall rank equally pari passu to the Ledger Loan.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Victoria, Australia.
7. This Agreement shall be binding on and enure to the benefit of the
assignees and successors in title of the parties.
8. If any provision of this Agreement is held invalid, unenforceable or
illegal for any reason, this Agreement shall remain otherwise in full force
and the said provision shall be read down to such extent as may be
necessary to ensure that it does not infringe the laws of the said State
and as may be reasonable in all the circumstances so as to give it a valid
operation of a partial character and in the event that such provision
cannot be so read down it shall be deemed void and severable.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals
the day and year hereinbefore written.
THE COMMON SEAL of the Lender ) [SEAL]
was hereto affixed )
in the presence of authorised persons: )
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<S> <C>
Director /s/ MICHAEL ABELES Director/Secretary /s/ [Signature Illegible]
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Full Name /s/ MICHAEL ABELES Full Name /s/ [Illegible]
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THE COMMON SEAL of the Borrower )
was hereto affixed )
in the presence of authorised persons: )
Director /s/ JONATHAN HERZOG
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Full Name Jonathan Herzog
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SCHEDULE OF LOAN ADVANCES
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<S> <C> <C> <C> <C>
ADVANCE DATE AMOUNT ($US) AMOUNT($AUD) LENDER'S SIGNATURE BORROWER'S SIGNATURE
------------ ------------ ------------ ------------------------- --------------------
1. 1/8/00 150,000 /s/ MICHAEL ABELES /s/ JONATHAN HERZOG
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2.
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3.
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4.
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5.
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