Exhibit 4.7
antfactory
Bright Station plc
The Communications Building
48 Leicester Square
London WC2H 7DB
12 June 2001
Dear Sirs,
Re: (pound)1,500,000 Bridge Facility
Antfactory Investments BV (the "Lender" or "antfactory") is pleased to make
available to Bright Station Plc, a company Incorporated in England under Company
Number 01890236, with its registered office at the address listed above, (the
"Borrower" or "Bright Station") a bridge facility (the "Facility") on the terms
and conditions of this Letter Agreement.
1. Amount
The amount available under the Facility is (pound)1,500,000 (the "Facility
Amount").
2. Purpose
The parties agree that the funds drawn down under the Facility (the "Loan") will
be used only to provide working capital for Bright Station and its subsidiary,
Smartlogik Limited, a company incorporated in England under Company Number
03434777, with its registered office also at the address listed above
("Smartlogik").
3. Availability and Draw down
Subject to the terms of this Letter Agreement, the Facility shall be available
from the date of Bright Stations acceptance of this letter agreement, but in no
event later than 12 pm (London time) on 13 July 2001.
Subject to satisfaction of the conditions precedent set out in Clause 8. hereof,
the Loan may be drawn down by the Lender in three equal tranches of
(pound)500,000 (each a "Tranche" and collectively the "Tranches") upon receipt
by the Lender of a notice in writing (the "Draw down Notice") no less than 4
clear business days prior to the date of the draw down; provided, however, that
neither the second nor the third Tranche may be drawn down earlier than the
fifth business day following the draw down of the previous Tranche.
As agreed between the Borrower and the Lender, the availability of the Facility
is conditional on the Lender or a member of the group to which the Lender
belongs purchasing on the open market (pound)100 in value of shares in the
capital of the Borrower such that the acquirer has the same rights as all other
shareholders to participate in shareholder meetings, to receive information
relating to the Borrower
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Antfactory Investments B.V.
Registered Office:
Brouwersgracht 136
1013 HA Amsterdam
Company No: 34137970
Tel: +31 (0) 20 627 0009
Fax: +31 (0) 20 344 5701
antfactory
and to participate in the Placing, as defined below, if it so desires. The
Lender acknowledges that this condition has been satisfied.
4. Term and Repayment
The Borrower hereby binds and obliges itself to repay all amounts borrowed, the
corresponding interest (as set out in Clause 5.) and any fees and expenses (as
set out in Clause 6.) under the Facility on the earlier of:
a. the failure by the requisite majority of shareholders of Bright
Station to approve the raising of (pound)13.5 million gross (the
"Placing") at an Extraordinary General Meeting of its shareholders to
occur by 13 July 2001 (the "EGM");
b. 2 pm (London time) on 13 July 2001;
c. the date on which the Borrower receives financing of any kind from one
or more third parties of an amount equal to or greater than the
Facility Amount; or
d. the date of the occurrence of an Event of Default, as defined in
Clause 11 of this Letter Agreement,
(such earlier date under paragraphs a. -d. above being the "Repayment Date").
5. Interest
Interest on the Loan will be charged on the following basis (the "Interest"):
First Tranche 5% over Base Rate from time to time
Second Tranche 7% over Base Rate from time to time
Third Tranche 9% over Base Rate from time to time
For the purposes of this letter agreement, "Base Rate" means the London Inter
Bank Offered Rate for UK Sterling appearing on the Telerate Page 3750 (or such
other page as the parties may agree) at 11:00 am (London time) on the date of
the Draw down Notice for each Tranche as notified to the Lender by the Lender's
bankers.
Interest shall accrue on a daily basis from the date each Tranche is drawn down
by the Borrower to and including the date of its payment and shall be payable,
together with the Loan, on the Repayment Date. Any amount owing under the Loan,
including any Interest, which is not repaid on the Repayment Date shall accrue
interest on a daily basis at a rate of 9% over Base Rate from time to time (the
"Default Rate"), up to and including the date of its repayment.
The amount of Interest due and owing shall be calculated by the Lender and
notified to the Borrower on the Repayment Date or such other date as it is being
paid.
6. Fees and Expenses
The parties agree that the Facility shall be subject to payment by the Borrower
of the following fees and expenses.
Commitment Fee: A commitment fee of 3% of the Facility Amount becomes due upon
acceptance by the Borrower of the terms of this Letter Agreement in
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accordance with Clause 19. below and shall be payable to the Lender in
accordance with this Clause 6. (the "Commitment Fee").
Draw down Fees: A separate (pound)50,000 draw down fee is payable to the Lender
upon the drawdown of each Tranche (the "Draw down Fees").
The Borrower shall pay the Lender (pound)15,000 as a contribution to the
Lender's reasonable legal fees and expenses and other out of pocket expenses
(including any applicable VAT) incurred by the Lender in connection with the
negotiation and granting of the Facility and any security relating to amounts
drawn down under the Loan (and including the preparation of any documentation
relating thereto) (the "Transaction Expenses").
Except where deducted by the Lender from amounts drawn down by the Borrower as
provided for in this Clause 6, all monies to be repaid or paid, as the case may
be, by the Borrower to the Lender shall be transferred to the Lender on demand
by means of electronic wire transfer into a bank account to be designated by the
Lender.
Upon the Borrower's draw down of the first Tranche, the Lender shall deduct the
Commitment Fee, together with the initial Draw down Fee and the Transaction
Expenses in full from the amount to be transferred to the Borrower under the
first Tranche. In the event that no Tranche is drawn down under the Facility,
the Commitment Fee and the Transaction Expenses shall be paid on written demand
by the Lender.
The Draw down Fees relating to the second and the third Tranches shall be
deducted from the amount to be transferred to the Borrower under each such
Tranche.
The Commitment Fee, the Draw down Fees and the Transaction Expenses constitute
the "Fees and Expenses". Where Fees and Expenses are not paid when they become
payable or are demanded, as the case may be, they will accrue interest at the
Default Rate from the date they become payable or are demanded to and including
the date of their payment.
7. Security
The Loan will be secured as detailed below.
The parties agree that the Lender shall have the following security:
a. A first fixed and floating charge (in the form previously agreed
between us and initialled by both of us for the purpose of
identification) over all tangible and intangible assets of the
Borrower (including over any shares or other securities beneficially
owned by Bright Station) or such other security as most closely
approximates such a charge in the event that the assets in question
are located outside the United Kingdom. For greater certainty the
fixed charge referred to above will include a fixed charge over the:
(i) 429,127 ordinary shares in the capital of Sopheon PLC owned by and
registered in the name of the Borrower (the "Sopheon Shares"), (ii)
30,000,000 shares in the capital of Smartlogik Holdings plc
("Smartlogik Holdings") owned by and registered in the name of the
Borrower (the "Smartlogik Shares") and (iii) 28,800,000 shares in the
capital of the Japanese subsidiary, KMK DigiTex Co, Ltd, ("KMK")
legally and beneficially owned by the Borrower (the "KMK Shares");
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b. An engagement letter (substantially in the form attached hereto as
Schedule A) appointing ICE Securities Limited as the Borrower's
exclusive agent for the purposes of effecting a sale of the Sopheon
Shares at the Lenders sole direction and discretion at any time
following draw down of the first Tranche. The parties confirm that ICE
Securities Limited will not charge any commission or other fee in
relation to any such sale and that the proceeds of any such sale of
the Sopheon Shares will be applied by the Borrower to the repayment of
the Loan, together with all accrued Interest and Fees and Expenses);
c. Duly executed stock transfer forms (undated and with the name of the
transferee in blank) together with the underlying certificates in
relation to the Sopheon Shares and the Smartlogik Shares;
d. Guarantees from Smartlogik Holdings plc and Smartlogik (in the form
previously agreed between us and initialled by both of us for the
purpose of identification) guaranteeing all amounts due from the
Borrower to the Lender under the terms of this Letter Agreement
supported by a first fixed and floating charge (in the form previously
agreed between us and initialled by both of us for the purpose of
Identification) over all tangible and intangible assets of Smartlogik
Holdings plc and Smartlogik respectively (including over any shares or
other securities beneficially owned by either) or such other security
as most closely approximates such a charge in the event that the
assets in question are located outside the United Kingdom;
e. At the Borrowers option either (i) a Guarantee from Bright Station
Ventures Ltd ("Ventures") (in the form previously agreed between us
and initialled by both of us for the purpose of identification)
guaranteeing all amounts due from the Borrower to the Lender under the
terms of this Letter Agreement supported by a first charge (in the
form previously agreed between us and initialled by both of us for the
purpose of identification) in favour of the Lender over the 22,969
shares in the capital of eFinancial News.com Limited a company
registered in England under company number 3089347 with its registered
office at Lynton House, 7-12 Tavistock Square, London owned by and
registered in the name of the Bright Station Ventures Limited, a
wholly owned subsidiary of the Borrower (the "eFN Shares"); or (ii) in
the event that the eFN Shares are sold prior to the second Tranche
being drawn down, deposit of the proceeds of such sale (which will not
be less than the sum of (pound)68,000) into the Escrow Account (as
defined below);
f. Duly executed stock transfer forms (undated and with the name of the
transferee in blank) together with the underlying certificates in
relation to the KMK Shares and the eFN Shares; and
g. An undertaking from all of the Representative Directors of KMK
substantially in the form attached to this Letter Agreement as
Schedule B.
The security provided for under paragraphs a, b, c and d, are collectively, the
"First Tranche Security" and the security provided for under paragraphs e, f and
g are collectively the "Second Tranche Security". The First Tranche Security and
Second Tranche Security are collectively the "Security".
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The Borrower hereby irrevocably undertakes to sell the Sopheon Shares at the
Lenders sole direction and discretion at any time following draw down of the
first Tranche, provided always that the sale is at a fair and reasonable price.
Bright Station confirms that KMK has an amount equal to Japanese Yen
121,310,127.00 (equivalent to approximately (pound)690,990) in Chequing Account
Numbered 6711879 held in its name at the Mitsui Sumitomo Bank,
Shinjukufukutoshin branch in Japan (the "Japanese Account"), which amount is
free and clear of any encumbrance, subject only to the satisfaction of (i)
certain potential Japanese tax liabilities, which liabilities the Borrower
believes are not expected to be material and (ii) fees required to pay the
lawyers, accountants and liquidators of KMK and to meet the out-of-pocket
expenses of the directors thereof, the amount owing in connection with this
subparagraph (ii) are not expected to exceed the Japanese Yen equivalent of
(pound)30,000.
The parties agree that any amounts collected by the Borrower in relation to
trade debtors (the "Receivables"), apart from In relation to the specific
receivables listed on Schedule C to this Letter Agreement (the "Defined
Receivables") shall, at the option of the Borrower, be:
a. deposited in an escrow account maintained by Theodore Goddard,
solicitors (the "Escrow Account") as cash collateral to further secure
the Loan to be paid to the Borrower on repayment of all amounts owing
pursuant to this Letter Agreement on the due date but otherwise to be
paid by Theodore Goddard to the Lender on demand following the
Repayment Date; or
b. applied by the Borrower to meet its working capital requirements, in
which case the amount of the Facility which remains, from time to
time, not draw down (the "Undrawn Amount") shall be reduced on a
(pound)1 for (pound)1. basis,
provided always that where the amount collected exceeds the Undrawn Amount at
the time of its collection, the excess, up to a maximum of the Facility Amount,
shall be deposited in the Escrow Account.
Further, the parties agree that the Borrower may, with the prior written consent
of the Lender, not to be unreasonably withheld, sell or dispose of any of the
specific assets (excluding the Receivables) listed on Schedule D to this Letter
Agreement (the "Defined Assets") provided always that the Borrower uses its
reasonable endeavours to obtain the highest possible price for those assets
being sold or disposed of and the sale or disposal does not otherwise jeopardise
or materially prejudice the validity of the remaining First Tranche Security and
Second Tranche Security, if applicable. The proceeds derived from any such sale
or disposal shall be treated in accordance with the option set out in
subparagraphs a. and b. of the previous paragraph.
The Lender hereby gives its consent to the disposal of the Defined Assets free
from any Security and agrees to sign any confirmation of such which may
reasonably be required by a purchaser of the Defined Assets.
The parties agree that in the event that the sum in the Japanese Account can be
repatriated from Japan during the term of this Letter Agreement the Lender will
consent to a transfer of those funds; provided always that (i) the cost of the
repatriation does not materially diminish the aggregate sum to be transferred
and (ii) the funds so transferred are deposited in the Escrow Account.
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On repayment of the Loan and all other monies due under this letter agreement in
full the Lender shall take all such steps as shall be necessary to release the
Security forthwith.
8. Conditions Precedent to Draw down
Draw down of the first Tranche under the Facility will be conditional upon there
not having occurred an Event of Default and upon receipt by the Lender of the
following, unless receipt thereof of is waived In writing by the Lender:
a. Executed documents providing for the First Tranche Security;
b. Written confirmation from Theodore Goddard that it shall hold monies
in the Escrow Account in accordance with this Letter Agreement;
c. Copies of executed placing letters confirming commitments to subscribe
for, in the aggregate, 13.5 million gross pursuant to the Placing;
d. A copy of the shareholder's circular prepared in connection with the
EGM dated and posted 13 June 2001 (the "Shareholders Circular")
containing details of the Placing and a working capital statement in
accordance with Rule 6.E.16 of the Listing Rules which is unqualified
except as to admission for listing on the London Stock Exchange;
e. Written confirmation from the Borrower that it is not aware of any
reason why the conditions of the Placing, as set out in the Hoare
Govett Limited placing letters dated on or about 29 May 2001 (the
"Placing Letters"), will not be met, the Borrower having first
received confirmation of the same from Hoare Govett Limited; and
f. Copies of all statutory demands, winding up petitions and all similar
documents received by the Borrower or Smartlogik from its or their
creditors in relation to outstanding and unpaid obligations owing by
the Borrower or Smartlogik.
Draw down of the second and third Tranches under the Facility will be
conditional upon (I) there not having occurred an Event of Default, (ii) receipt
by the Lender of the written confirmation referred to in subparagraph e. above,
unless receipt thereof of is waived in writing by the Lender, (iii) there being
no amounts outstanding to af Partners Limited or the Lender other than the Loan,
and (iv) in the case of the second Tranche only, upon receipt by the Lender of
the executed documents providing for the Second Tranche Security (or, in the
case of the eFN Shares, at the option of the Borrower, the deposit into the
Escrow Account of the proceeds of the sale of those shares, as elected by the
Borrower under subparagraph e. of clause 7 above), unless receipt thereof of
such executed documents or the deposit of such funds is waived in writing by the
Lender.
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9. No Set Off
All payments by the Borrower under the terms of this Letter Agreement are to be
made in full, without set off or counterclaim, deduction or withholding of any
nature, including for any present or future taxes. If the Borrower is compelled
by law to make any deductions or withholdings the Borrower will pay additional
amounts to ensure receipt by the Lender of the amount which the Lender would
have received but for such deduction or withholding.
10. Representations and Warranties
The Borrower represents and warrants to the Lender on the date of acceptance of
this Letter Agreement and on each subsequent date until full repayment of the
Loan, together with all accrued Interest and Fees and Expenses, is made, that:
a. The Borrower is a corporation validly existing under the laws of
England with the requisite power and authority to enter into and
perform, and has taken all necessary corporate action to authorise the
execution and performance of, its obligations under this Letter
Agreement, including the draw down of all or any part of the full
amount available under the Facility on the terms set out in this
Letter Agreement, and the other documents to be entered into by it in
connection with the Loan, Including any documents relating to the
Security;
b. This Letter Agreement and any documents relating to the Security will,
when executed, constitute valid and binding obligations of the
Borrower and are not subject to any consent, approval or authorization
of, or filing, registration or qualification with, any court,
governmental or regulatory authority or third party which has not
already been duly and validly obtained;
c. The execution, delivery and performance of this Letter Agreement and
the other documents to be entered into by the Borrower in connection
with the Loan do not and will not result in a breach of any of the
terms, conditions or provisions of, or constitute a default under, any
indenture, mortgage, credit agreement, note or other evidence of
indebtedness, or any lease or other agreement, or any license, permit,
franchise or certificate to which the Borrower or any of its
subsidiaries is a party or by which it is or they are bound or to
which any of its or their properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing,
violate the organizational documents of the Borrower, or violate in
any material respect any statute, regulation, law, order, writ,
injunction or decree to which the Borrower is subject;
d. Each of the Borrower and its subsidiaries is entitled to own its
assets and to do business wherever it currently operates and to carry
on its current business or any proposed businesses or operations;
e. The Borrower or a company in its group is the legal and beneficial
owner of the Sopheon Shares, the Smartlogik Shares, the KMK Shares and
the eFN Shares free from any mortgage, pledge, lien, debenture or
other legal or equitable encumbrance whatsoever;
f. Any person providing security in relation to the Loan is legally
empowered to give the security referred to in this Letter Agreement
and once given such security will constitute a valid and binding
obligation of such person;
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g. The assets proposed to be made subject to the Security are free from
any mortgage, pledge, lien (other than any lien arising in the
ordinary course of business), debenture or other legal or equitable
encumbrance whatsoever;
h. Other than as disclosed in the Shareholders Circular, the Borrower is
not currently a defendant in any litigation, arbitration, claim or
administrative proceeding, and is not aware of any pending litigation,
arbitration, claim or administrative proceeding, which could have a
material adverse effect on the business or financial position of the
Borrower or its subsidiaries;
i. KMK has only three directors and no money can be withdrawn or
otherwise transferred out of the Japanese Account without the
signature of a Representative Director, as distinct from an "ordinary"
director;
j. Once published, the Shareholder's Circular will comply with the
requirements of the Financial Services Act 1986 and the Listing Rules
of the UK Listing Authority;
k. The Borrower has provided the Lender with copies of all statutory
demands, winding up petitions and all similar documents received by
the Borrower or Smartlogik from its or their creditors in relation to
outstanding and unpaid obligations currently owing by the Borrower or
Smartlogik;
l. The Borrower has not failed to disclose any information which would
reasonably be expected to have a material impact upon the decision of
a lender to provide a facility to a borrower; and
m. There has been no Event of Default.
The Lender hereby acknowledges the existence of (i) the charge created under a
Rent Deposit Deed on 20 July 2000 and registered at Companies House on 4 August
2000 over the deposit of (pound)75,600 in an interest bearing deposit account
under the terms of a lease over the premises known as West Wing, Latour House,
Chertsey Boulevard, Hanworth Lane, Chertsey, Surrey and (ii) the Charge over
Deposit created on 17 August 2000 and registered on 25 August 2000 in favour of
the Royal Bank of Scotland over an initial deposit of (pound)5 million credited
to Account No. 10066983 with that bank to secure all monies due or to become due
from the Borrower to that bank and nothing shall be deemed to be a breach of
this Letter Agreement by virtue of their existence.
The Borrower undertakes that immediately upon receipt thereof it will deliver to
the Lender copies of all statutory demands, winding up petitions and all similar
documents received after the date of this Letter Agreement by the Borrower or
Smartlogik from its or their creditors in relation to outstanding and unpaid
obligations currently owing by the Borrower and Smartlogik and will keep the
Lender informed of any settlement arrangements or other agreements offered or
agreed in connection therewith the such creditors.
The Borrower undertakes to permit the Lender at all reasonable times after the
draw down of the first Tranche until repayment of all amounts due and payable
under this Letter Agreement to have access to and to inspect its books and
records and those of its subsidiaries.
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11. Events of Default
In the event of:
a. failure by the Borrower to pay any monies under this Letter Agreement
within one business day of the due date or the date of demand by the
Lender, as the case may be; or
b. any breach by the Borrower of the conditions of draw down, any
documents relating to the Security or any of the Borrowers obligation
under this Letter Agreement, including any breach of the
representations and warranties contained in Clause 10; or
c. an administration order is made in relation to the Borrower,
Smartlogik Holdings, Smartlogik and Ventures or an administrator is
appointed over or a receiver or manager or administrative receiver is
appointed over the Borrower, Smartlogik Holdings, Smartlogik and
Ventures or any of its of their respective assets or undertaking or
the Borrower, Smartlogik Holdings, Smartlogik and Ventures enters into
liquidation; or
d. there occurs in relation to any of the Borrower, Smartlogik Holdings,
Smartlogik or Ventures in any country or territory in which it carries
on business or, to the jurisdiction of whose courts any part of its
assets is subject, any event which in the opinion of the Lender
appears in that country or territory to correspond with or have an
effect equivalent or similar to any of those mentioned in this
paragraph d. and paragraph c. above; or
e. any order being made or resolution passed In respect of the Borrower,
Smartiogik Holdings, Smartlogik or Ventures for its or their winding
up or dissolution or for it or them to enter into any arrangement or
composition for the benefit of creditors; or
f. either the Borrower or Srnartlogik disposing of a material part of its
undertaking or assets (other than in the ordinary course of trading)
without the prior written agreement of the Lender excluding the
Receivables and the Defined Assets; or
g. failure by the Borrower to complete the Placing by 13 July 2001 or the
issue of any announcement by the Borrower announcing such a failure or
any intention not to complete the Placing by that date, or
h. resignation of any executive director of Smartlogik; or
i. any of the Borrower, Smartlogik Holdings, Smartlogik or Ventures is
insolvent or deemed unable to pay its debts within meaning of Section
123(1)(e) Insolvency Act 1986; or
j. any part of the Security fails or ceases in any respect to have full
force and effect or to be continuing or is disputed or challenged or
becomes in jeopardy, invalid or unenforceable,
(each such event constituting a separate "Event of Default") then the Lender's
commitment to maintain the Facility shall cease and the whole of the outstanding
Loan, all accrued Interest and unpaid Fees and Expenses shall be deemed to have
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become due and become immediately payable by the Borrower upon demand in writing
by the Lender.
12. Covenants
By accepting the Loan, the Borrower undertakes that, other than as expressly
agreed in writing by the Lender:
a. the Borrower's obligations under the Loan shall always rank ahead of
all other present and future unsecured obligations of the Borrower
other than as prescribed by law;
b. not encumber, by means of any mortgage, pledge, lien (other than liens
arising in the ordinary course of business), debenture or other legal
or equitable encumbrance, any of the assets which are subject to the
Security; and
c. the Borrower will inform the Lender of the occurrence of any Event of
Default.
13. Indemnities
The Borrower shall indemnify the Lender on demand on a full indemnity basis for:
a. all reasonable valuation and legal fees and other expenses (including
VAT) incurred by the Lender in connection with the enforcement or
preservation by the Lender of its rights under this Letter Agreement
or any Security; and
b. any loss, damage, liability or reasonable expense incurred by the
Lender as a consequence of making any demand for repayment or as a
consequence of non-performance by the Borrower of any obligation under
this Letter Agreement or as a result of the Borrower failing to comply
with any applicable law relating to the Borrower, its business and its
assets.
Any monies not paid following a demand under this Clause shall bear interest at
the Default Rate.
14. Assignment
The Lender may assign and/or transfer all or any of its rights, benefits and/or
obligations in respect of this Letter Agreement, the Facility, the Loan or the
Security referred to herein to a company forming a member of the Lender's group
for so long only as such company remains a member of the Lender's group. The
Lender may disclose to a potential assignee or transferee any information it may
have about the Facility, the Loan and any Security. The Borrower may not assign
or transfer any of its rights or obligations under this Letter Agreement.
15. Notices
Every notice, request or other communication shall:
a. be in writing, delivered personally or by prepaid first class letter
or facsimile transmission;
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b. be deemed to have been received, in the case of a letter delivered
personally when delivered personally, in the case of a letter
delivered by prepaid first class post within 48 hours after it has
been sent or, in the case of facsimile transmission, at the time of
transmission with a facsimile transmission report or other appropriate
evidence; and
c. be sent (1) to the Borrower at Bright Station plc, The Communications
Building, 48 Leicester Square, London WC2H 7DB, fax: 7925 7700, for
the attention of Robert Lomnitz and (ii) to the Lender at the address
and fax number listed in the letterhead, for the attention of GP de
Geode, with a copy by fax to Andrew Noble at af Partners Limited in
London on 7626 3265.
16. Waiver
No delay or omission on the part of the Lender in exercising any of its rights,
powers or privileges under this Letter Agreement shall operate as a waiver
thereof nor shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof or the exercise of any
other power or privilege.
17. Applicable Law
This letter shall be governed by and construed and take effect in accordance
with English Law.
18. Survival
The provisions of Clauses 4-6, inclusive, 9, 10, 13, 15, 17 and this Clause 18
shall survive the termination of this Letter Agreement.
19. Acceptance
Acceptance of the terms of this Letter Agreement shall be signified by the
Borrower providing to the Lender with all of the following:
a. The enclosed duplicate of this Letter Agreement signed for and on
behalf of the Borrower;
b. A certified copy of a resolution from the Borrower's Board of
Directors
i) Accepting the terms and conditions of this Letter Agreement and
approving the execution by the Borrower of the documents relating
to the Security;
ii) Authorising a specified person, or persons, to execute and return
the duplicate of this Letter Agreement and the documents relating
to the Security; and
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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iii) Authorising the Lender to accept instructions and confirmations
in connection with the Loan from a specified person, or persons.
Yours Faithfully,
/s/ Robert Gogel
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Robert Gogel, Director
The terms and conditions of this Letter Agreement are accepted on behalf of
Bright Station by the person duly authorised pursuant to a resolution of its
Board of Directors, a copy of which is attached.
Dated this 12th day of June, 2001.
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Bright Station PLC
/s/ Robert Lomnitz
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Name: R. Lomnitz
Title: Director
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Schedule A
[LOGO]
brightstation.
technology born for business
12 June 2001
ICE Securities Limited
Sherbourne House
119 Canon Street
London
EC2
Dear Sirs
RE: PROPOSED SALE OF OUR SHARES IN SOPHEON PLC
We hereby irrevocably appoint you our exclusive agent for the proposed sale of
the 429 127 ordinary shares in the capital of Sopheon plc owned by us, as
referred to in the Letter Agreement dated 12 June 2001 between Bright Station
plc and antfactory Investments BV.
This sale will be at the sole direction and discretion of antfactory Investments
BV, provided always that such sale is at a fair and reasonable price.
Yours sincerely
/s/ Robert Lomnitz
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for and on behalf of
Bright Station plc
antfactory
SCHEDULE B - Form of undertaking from Directors of KMK DigiTex Co Ltd
UNDERTAKING
To: antfactory Investments BV
In consideration of antfactory Investments BV providing a facility under a
letter dated [ ] June 2001, I, [ ], a Representative Director of
KMK DigiTex Co Ltd hereby undertake that I will not without the prior written
consent of Antfactory Investments BV, permit or otherwise authorise the
withdrawal of funds from any bank account of KMK DigiTex Co Ltd other than (i)
as required by law by the Japanese tax or other government authorities or (ii)
to pay the lawyers, accountants and liquidators of KMK DigiTex Co Ltd and to
meet the out-or-pocket expenses of the directors thereof provided always that
the amount that can be withdrawn or transferred in connection with this
subparagraph (ii) shall not to exceed the Japanese yen equivalent of
(pound)30,000.
Signed:
-----------------------
Dated:
------------------------
14
antfactory
SCHEDULE C - The Defined Receivables
- -------------------------------------------------------------------
Third Party Debtor Amount
- -------------------------------------------------------------------
BBC (pound)70,445.56
- -------------------------------------------------------------------
Bioportfolio Limited (pound)3,525.00
- -------------------------------------------------------------------
BT trading as Yellow Pages/Yell.com (pound)22,325.00
- -------------------------------------------------------------------
BAA (pound)23,129.88
- -------------------------------------------------------------------
BBC (pound)70,445.56
- -------------------------------------------------------------------
BT trading as Yellow Pages/Yell.com (pound)4,112.50
- -------------------------------------------------------------------
Derwent (pound)6,634.67
- -------------------------------------------------------------------
DHL Systems Limited (pound)5,228.75
- -------------------------------------------------------------------
Virgin.com Limited (pound)32,729.00
- -------------------------------------------------------------------
-15-
antfactory
SCHEDULE D -- The Defined Assets
Sopheon Shares
eFN Shares
Computer hardware originally purchased from Boo.com Limited as listed below --
- --------------------------------------------------------------------------------
Item Quantity
- --------------------------------------------------------------------------------
E250-each with 2x300Mhz processor, 512MB RAM 2
- --------------------------------------------------------------------------------
E250-each with 2x400Mhz processors, 1GB RAM 1
- --------------------------------------------------------------------------------
L280 (Tape drive) 1
- --------------------------------------------------------------------------------
E450-each with 3x400Mhz processors, 1GB RAM 2
- --------------------------------------------------------------------------------
Bundle Pack
- --------------------------------------------------------------------------------
E4500-each with 10x400Mhz processors, 2.5GB RAM 7
- --------------------------------------------------------------------------------
E4500-each with 2x400Mhz processors, 4GB RAM 1
- --------------------------------------------------------------------------------
E450-each with 2x400Mhz processors, 1GB RAM 1
- --------------------------------------------------------------------------------
E250-each with 1x400Mhz processors, 256MB RAM 1
- --------------------------------------------------------------------------------
E250-each with 2x400Mhz processors, 256MB RAM 1
- --------------------------------------------------------------------------------
D1000 (disk storage device) 1
- --------------------------------------------------------------------------------
A1000 (disk storage device) 4
- --------------------------------------------------------------------------------
L1000 (tape backup library DLT 3 drive) 1
- --------------------------------------------------------------------------------
L280 (tape drive) 1
- --------------------------------------------------------------------------------
-16-