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Exhibit 10.01
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Amended and Restated Loan Agreement
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THE UNDERSIGNED
1. The company incorporated under Belgian law, L&H Coordination Centre
C.V.B.A., with its registered office at Flanders Language Valley 50, 8900
Ieper, hereby represented by Mr. C. Dammekens, in his capacity of
representative of the director Lernout & Hauspie Speech Products N.V.
Hereinafter referred to as "the Lender"
2. The company incorporated under the Law of the state of Delaware, Dictaphone
Corporation, with its registered office at 3191 Broadbridge Avenue,
Stratford, CT, hereby represented by Mr. Joseph D. Skrzypczak, in his
capacity of Chief Operating Officer.
Hereinafter referred to as "the Borrower"
HAVE AGREED AS FOLLOWS:
RECITALS.
a. Borrower has provided a Limited Guaranty (the "Guaranty") of the
obligations of Lernout & Hauspie Speech Products N.V. ("LHSP"),
Borrower's parent company under that certain $430 million Revolving
Credit Facility dated May 2, 2000, among LHSP and Fortis Bank, N.V.
and KBC Bank, N.V., as lead arrangers for themselves and certain other
financial institutions (the "Revolving Credit Facility").
b. LHSP and Lender have used funds available under the Revolving Credit
Facility to make the Loan provided for (and as defined) herein.
ARTICLE 1: LOAN
The Lender shall grant to the Borrower, who accepts, the sum of $ 173.000.000 ($
173 million), (hereinafter referred to as "the Loan"), upon the conditions
stipulated in the present agreement.
ARTICLE 2: TERM
The Loan is granted for a period of two years reckoning as from 5 May 2000, so
that the Loan has to be repaid in full, without any deduction or withholding
(unless required by Law), on 5 May 2002.
ARTICLE 3: REDEMPTION
Article 3: Redemption
3.1 Maturity Date. The Loan shall be repaid in full, without
any deduction or withholding (unless required by Law), on 5 May 2002.
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The Borrower has the right to effect in whole or in part an early
redemption of the remaining capital of the Loan, provided that the
Borrower informs the Lender in writing by registered mail of its
intention at least one month in advance. No reinvestment indemnity or
any other indemnification will be due in this respect.
3.2 Offsets; Deemed Repayment.
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(a) In the event that Borrower makes any payment under the
Guaranty, Borrower obligations to Lender shall be reduced by
an amount identical to any such payment on the Guaranty.
(b) At such time as Borrower is required to make any payment to
Lender hereunder, Borrower only shall be obligated to make
that payment if, simultaneous with Borrower's payment to
Lender, Borrower's obligations under the Guaranty are
reduced by an amount equal to the payment that Borrower is
required to make to Lender (by, for example, LHSP causing
Borrower's obligations under the Guaranty to be reduced by
paying down the Revolving Credit Facility with the proceeds
of Borrower's payment to Lender). In the event that
Borrower's exposure on the Guaranty is less than Borrower's
obligations to Lender at the time a payment is required to
be made to Lender, LHSP's obligation to simultaneous reduce
Borrower's obligations under the Guaranty shall be limited
to the amount required to reduce Borrower's obligations
under the Guaranty to the amount remaining due hereunder
after taking into effect the required payment.
ARTICLE 4: INTEREST
The Loan shall bear a fixed interest of 8% per annum, by right without dun
payable on the end of each term of six months; provided that the first interest
payment due hereunder shall be for a period of 12 months and shall be due on May
5, 2001.
Interest shall be calculated on the basis of the actual days elapsed, and of a
year of 360 days (actual/360 method).
ARTICLE 5: BANK ACCOUNT
The payment of the interest and the repayment of the Loan shall be effected by
wire transfer, free of charges, to a bank account to be determined by the
Lender.
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ARTICLE 6: TRANSFER OF LOAN
The Lender may entirely or partly assign its claims under this agreement at any
time without the consent of the Borrower. It shall inform the Borrower of such
assignments.
ARTICLE 7: AMENDMENTS
At any time both parties have the right to review the agreement and to propose
amendments in accord with a change of circumstances. The parties shall agree
upon such amendments as are required to reflect the change in circumstances.
No modification, amendment or waiver of this agreement or the provisions therein
shall be binding for either party unless made in writing or confirmed in writing
between parties by their duly authorised representative.
ARTICLE 8: WARRANTIES
The Borrower hereby warrants to the Lender that the execution of this agreement
does not exceed any power granted to the Borrower by, or violate any provision
of:
a. any law or regulation, order, decree of any governmental authority, agency or
court to which the Borrower is subjected;
b. its Articles of Association, or
c. any mortgage, charge, deed, contract or other document to which the Borrower
or any of its subsidiaries is a party or which is binding upon any of them or
any of its assets.
ARTICLE 9: VALIDITY
The total or partial invalidity or unenforceability of any provision of this
agreement shall not affect the validity of the other provisions of this
agreement.
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ARTICLE 10: APPLICABLE LAW AND JURISDICTION
The present agreement is governed by Belgian law.
Any dispute concerning the validity, the construction, the interpretation or the
performance of the present agreement shall be submitted to the competent courts
of Ieper.
ARTICLE 11: EFFECTIVE DATE
This Agreement is executed as of the date set forth below and shall be effective
as of May 5, 2000 as an amendment and restatement of the terms of the Loan.
Drawn up at Ieper, on November 20, 2000, in duplicate, and each of the parties
acknowledges receipt of one original.
DICTAPHONE CORPORATION
By: /s/ Joseph D. Skrzypczak
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Name: Joseph D. Skrzypczak
Title: Chief Operating Officer
L&H COORDINATION CENTRE C.V.B.A.
By: /s/ Carl Dammekens
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Name: Carl Dammekens
Title: for N.V. Lernout & Hauspie
Speech Products, Director of
L&H Coordination Centre CVBA
ASSENTED TO:
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ John H. Duerden
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Name: John H. Duerden
Title: President and Chief Executive Officer
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