Exhibit 4.17
From: Robin W. I. Lodge/Marshall Services Limited
To: Gentia Software plc
Tuition House
St George's Road
Wimbledon
London SW19 4EU
August 1999
Dear Sirs:
1. AMOUNT
We are pleased to make available to you a loan in the principal sum of
$1,000,000 on the terms and conditions of this letter. The money shall
be paid by Robin W. I. Lodge (or such other person as we may in our
sole discretion nominate) into an account in the name of Gentia
Software plc at Barclays Bank Plc account number 20684058, sort code
20-65-63 and you may draw the loan in amounts of no more than $400,000
on not less than 1 business day's notice to Barclays Bank Plc.
2. REPAYMENT
You will repay the loan together with interest on it at any time
forthwith on demand.
3. INTEREST
The principal amount of the loan outstanding from time to time will
carry interest at the rate of two per cent (2%) per annum above the
base rate of Barclays Bank Plc as varied from time to time accruing
daily and payable quarterly in arrears at the end of November,
February, May and August in each year. However, if you default in the
payment or repayment on the due date of any sum from time to time due
under this letter or if the provisions of clause 4 are not complied
with in full, interest will accrue on a daily basis (payable on demand)
on the amount in respect of which default has been made from the date
of default until actual payment (both before and after judgment) at the
rate of five per cent (5%) per annum above the base rate of Barclays
Bank Plc as varied from time to time.
4. SECURITY
As security for your obligations to us under this loan you and your
subsidiaries shall enter into a composite guarantee and debenture (in a
form satisfactory to us) with Robin W. I. Lodge within 7 days of the
date of this letter (the "Security") and provide Robin W. I. Lodge with
a copy of your and your subsidiaries board minutes approving your entry
into the Security (all in a form satisfactory to us).
5. CONVERSION FROM DEBT TO EQUITY
On demand by us for the repayment of the loan you will forthwith agree
the terms upon which the loan can at our election be converted into
American Depository Shares ("ADS") of the company with such ADSs being
(1) evidenced by American Depository Receipts, (2) registered under the
United States Securities Act of 1993 (as amended) and (3) listed on the
NASDAQ National Market. Each ADS shall represent one ordinary share,
par value 15p of the Company and for these purposes the deemed market
value of each share shall be $2.25.
6. SET-OFF
You will make all payments under or in respect of this facility for
value on the due date in US dollars to Robin W. I. Lodge at his account
numbered 20582948 with Barclays Bank Plc of 50 Pall Mall, London, SW1
1QB sort code 20-65-63 or such other account as we may in our sole
discretion nominate and from time to time instruct you in writing. If
any payment becomes due on a day which is not a day on which banks are
generally open for business in London, the due date of such payment
will be extended to the next business day. You will make all payments
under or in respect of this facility without set-off or counterclaim
and free and clear of any withholding or deduction for or on account of
tax, save as may be required by law.
7. MANDATORY PREPAYMENT
Notwithstanding the above provisions of this letter, the loan and all
interest on it will become due and payable or repayable forthwith on
demand by us (1) you fail to pay any sum under this letter within the
three business days of its due date or you are in breach of any other
provision of this letter or the Security when it is in place; or (2) an
administration order is made in relation to you or a receiver or
manager or administrative receiver is appointed of you or any of your
assets or you enter into liquidation; or (3) any distress or execution
is levied on or affects any material part of your property or assets;
or (4) you are insolvent or unable to pay your debts; or (5) you cease
to carry on business; or (6) if any of the above events at (2) - (5)
occur
to any of your subsidiaries which have entered into the Security or (7)
if any event analogous to those set out at (2) - (5) above occurs to
you or any of your subsidiaries which have entered into the Security,
occurs in any other jurisdiction to which you or such subsidiaries are
subject.
8. COSTS AND EXPENSES
You will pay, on demand all reasonable costs and expenses (and VAT)
which we may from time to time incur in connection with the enforcement
of my rights under this letter and/or the loan.
9. NOTICES
Any demand or notice in respect of this letter and/or the loan will be
in writing and (without prejudice to any other effective means of
serving it) may be served on you personally or by post and either by
delivering it to any of your officers at any place or by despatching it
addressed to you at your registered or principal office for the time
being. Any such demand or notice delivered personally shall be deemed
to have been received immediately upon delivery. Any such demand or
notice sent by post shall be sent by a guaranteed next day delivery
service and shall be deemed to have been received at the opening of
business on the second working day following the day on which it was
posted, even if returned undelivered.
10. PURPOSE
The loan is primarily for working capital purposes and can be drawn
down in accordance with paragraph 1 above.
11. TIME OF THE ESSENCE
Time shall be of the essence in respect of your obligations under or in
respect of this facility but no failure by us to exercise or delay in
exercising any right or remedy under or in respect of this facility
shall operate as a waiver of it, nor shall any single partial or
defective exercise by us of any such right or remedy preclude any other
or further exercise of that or any other right or remedy.
12. GOVERNING LAW AND JURISDICTION
This letter shall be governed by and construed in accordance with
English Law and all disputes in connection with this letter and loan
shall be subject to the non-exclusive jurisdiction of the courts of
England.
13. ACCEPTANCE
To accept the terms and conditions of this letter, please sign and
return the enclosed copy failing which this letter will lapse and the
loan will not be available to you.
Yours faithfully
/s/ Robin W. I. Lodge
Robin W. I. Lodge
Anthony Fox
For and on behalf of
Marshall Services Limited
/s/ Nicholas P. S. Bray /s/ S. R. Fluin /s/ R. A. Wallman
Agreed and accepted S. R. Fluin R. A. Wallman
Date 26th August 2000
For and on behalf of
GENTIA SOFTWARE PLC
Director