LOAN AGREEMENT
AGREEMENT: Made on August 8, 2000;
LENDER: DELTA LLOYD BANK NV, situated at Joan Muyskenweg
4, 1096 CJ Amsterdam, The Netherlands,
hereinafter to be referred to as the "LENDER";
BORROWER MEDIVISION MEDICAL IMAGING LTD., established at
Industrial Park Yokneam Elit, 20692 Israel,
legally represented by Mr. Noam Allono
(President) and Mr. Ariel Shenhar
(Vice-President), hereinafter to be referred to
as the "BORROWER";
WHEREBY THE BANK WILL LEND TO THE BORROWER UNDER THE FOLLOWING CONDITIONS;
PRINCIPAL AMOUNT: USD 1.750.000, = (one million seven hundred
fifty thousand United States Dollar);
DRAW DOWN: In one installment, at request of the Borrower
to be remitted to the Borrower within two
working days after receipt of a written request
for funds specifying remittance instructions;
PERIOD OF LOAN:
Six months, as from the date of draw down with the option to
extend the Loan on the maturity date subject to the Bank's approval.
The Borrower will notify the Bank of its intention to extend the Loan
at least ten working days prior to the maturity date;
INTEREST RATE: 3 months LIBOR + 2% per annum,
accruing from day to day, assuming a year of 360
days; month actual number of days (m.a./360);
for each consecutive interest period the
interest rate will be determined at least two
working days prior to the maturity date of the
preceding interest period; the interest amount
will be calculated on the outstanding amount of
the Loan;
INTEREST PERIOD: 3 months;
INTEREST PAYMENT: The amounts will be due and payable at the end
of every interest period; with all principal and
remaining interest due and payable on the final
maturity date;
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REPAYMENT: The entire outstanding principal amount together
with all accrued but unpaid interest thereon and
all other amounts due and owing hereunder, shall
be due and payable in full at the maturity date;
PERFORMANCE FEE: Performance fee will consist of Options of
MedVision Medical Imaging Ltd. at the average
market price of 4,298 EURO (week 4-07-2000-
-8-07-2000) for a total amount of USD 262.500,+
This performance fee will be further formalized
in a separate Call Option Agreement, to be
concluded by Lender and Borrower upon signing of
this loan agreement;
ARRANGEMENT FEE: USD 8.750,=(0,5% o the Principal Amount); to be
deducted from the principal amount;
PURPOSE OF LOAN: The proceeds of this loan will be used to
finance the purchase of shares by the Borrower
of OPTHALMIC IMAGING SYSTEMS (OIS), a company
incorporated under California law, hereinafter
to be referred to as the "COMPANY";
COLLATERAL: The loan will be secured by:
A pledge of (Security Interest (Eerste
Pandrecht)) in favor of the Lender by the
Borrower over 2.131.758 shaes of common stock
and 150 shares of preferred stock in the
Company, after the Borrower has actually
purchased such shares in Company (after the
purchase of the shares, the shares of preferred
stock will be converted to common stock). This
pledge will be formalized in a separate Pledge
Agreement;
TAXES: All payments by the Borrower to the Lender
shall be made free and clear of any
restrictions or conditions and (subject to as
provided in the next sentence) without
deductions for any taxes, leies, imports,
duties, charges, fees deductions of withholding
of any nature (for the purpose of this
sub-clause collectively called "TAXES") now or
hereafter imposed, levied, collected, withheld
or assessed. If any deductions of taxes is
required by law to be made from any payment,
the Borrower shall pay in the same time such
additional amounts as will result, after giving
credit for any next tax benefit received by the
Lender in US Dollars of such amount as would
have been received by the Lender had no such
taxes been required to be deducted;
IMMEDIATE REPAYMENT: The Loan will be immediately due and payable in
its entirety together with interest and costs
without demand if:
1. Any of the obligations in connection with
this agreement have not been fulfilled;
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2. The Borrower is declared bankrupt or applies
for a moratorium; or is deemed to become in a
position in which it cannot be expected that it
will be able to meet with the various
obligations in connection with this agreement;
3. A receiver or liquidator is appointed for
the Borrower;
4. The Lender becomes aware of any material
deterioration of the Borrower, or in the case
of any attachments are served in the name of
the Borrower;
5. Any law, regulation, ruling, binding
guideline or other Governmental action would
make it legally or practically impossible to
continue the commitment;
6. In case the Borrower is in default, the
Borrower will be responsible for any costs
incurred by the lender as a result thereof,
including the cost of legal advice and legal
procedures. The default interest applicable to
the standard current account rate to be
increased with one percent p.a. until the Loan
has been repaid;
DOCUMENTATION: Before the credit facility will be available for
the Borrower the bank will receive the following
documents:
- Certificate of the Chamber of Commerce
regarding Medvision or a certificate of Good
Standing;
- A Power of Attorney on behalf of the persons
who will be allowed to sign on behalf of the
company or a copy of a shareholders resolution
appointing the legal representatives;
- Full and undersigned Statement of Signatures
for legal entities (see enclosed document);
- A 'Letter of Good Standing';
SPECIAL The Borrower herewith declares that it holds all
CONDITIONS: governmental permits or authorizations needed to
enter into this contact and that it does not
violate any laws or regulations or contracts
applicable to the Borrower;
The Borrower herewith declares that there are no
legal actions or procedures against it which
could materially and adversely affect the
financial situation of the Borrower;
The Borrower herewith declares that it is
not in default under any material contract
or any obligation and that there are no
arrears concerning the payments of any
social security costs;
COST, (LEGAL) FEES: All costs and (legal) fees relating to this
agreement, the Call Option Agreement and the
Pledge Agreement will be for the account of the
Borrower;
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GENERAL CONDITIONS: The General Banking Conditions of Delta Lloyd
Bank NV as attached hereto and by reference made
a part hereof, apply to this Agreement;
APPLICABLE LAW: This loan will be governed by Dutch law.
Any possible dispute or conflict will be subject
to the verdict of the competent judges in
Amsterdam in the Netherlands. Notwithstanding
the right of the Lender to initiate legal
procedures elsewhere.
Signed on: 8 August 2000, Amsterdam, The Netherlands
and 8 August 2000, Yokneam Elit, Israel
BORROWER:
MedVision Medical Imaging Ltd.
Legally represented by:
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Mr. Noan Allon Mr. Ariel Shenhar
(President and CEO) (Vice-President)
Lender:
Delta Lloyd Bank NV
Represented by:
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Mr. Drs.L. Keemink MM Mr. M.J.K. Susan Msc
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