Exhibit 10.2


 





 


Dated 13 November 2015 


 


Intra-Group Loan Agreement


 


between


 


Teligent Luxembourg S.à r.l


as Borrower


 


and


 


Teligent, Inc.


as Lender


 


White & Case LLP


5 Old Broad Street


London EC2N 1DW


 




     


     


    

 


THIS INTRA-GROUP LOAN AGREEMENT is made on 13 November
2015 between:


 


		(1)	Teligent Luxembourg S.à r.l (company number B. 201307),
a company incorporated in Luxembourg, whose registered office is at 9A Boulevard Prince Henri; L-1724 Luxembourg, Grand Duchy
of Luxembourg (the “Borrower”); and



 


		(2)	Teligent, Inc. (company number 842746), a company incorporated
in Delaware, USA, whose registered office is at 105 Lincoln Ave., Buena, NJ (the “Lender”).



 


BACKGROUND 


 


		(A)	The Lender wishes to make available a loan facility in
the principal amount of US$28,185,847 to the Borrower on the terms set out in this Agreement.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION 



 


In this Agreement, unless the context otherwise requires,
the provisions in this Clause 1 apply:


 


		1.1	Definitions:



 


“Applicable Minimum
Equity” means the lesser of: (i) the principal amount and interest accrued thereon of the Defaulted Loan and (ii) the
Total Minimum Equity multiplied by the ratio of (a) the principal amount due by the Group Debtor under the Defaulted Loan to (b)
the aggregate principal amount due to the Borrower by its group companies under the respective loan agreements.”


 


“Loan” means a loan made or to be made
by the Lender to the Borrower under this Agreement or the principal amount outstanding for the time being of that loan;


 


“Agreement” means this intra-group loan
agreement; and


 


“Parties” means the parties to this Agreement
and “Party” means any one of them.


 


“Maturity Date” means
13 November 2022.


 


“Total Minimum Equity”
means the lesser of (i) one percent (1%) of the sum of the principal amount of the loans provided by the Company to its group companies
on the date hereof and (ii) an amount of US$ equivalent to EUR 2,000,000.


 


		1.2	Singular, plural, gender



 


References to one gender include all genders and references
to the singular include the plural and vice versa.


 


		1.3	Clauses and Headings



 


References to Clauses are to Clauses of this Agreement.


 


		1.4	References to persons and companies



 


References to:


 




     


     


    

 


		(a)	a person include any firm, company, government, state,
partnership, trust or unincorporated association (whether or not having separate legal personality); and



 


		(b)	a company shall include any company, corporation or
any body corporate, wherever incorporated.



 


		1.5	References to documents



 


References to any document (including to this Agreement)
shall include that document as amended or novated and any amendment or novation.


 


		2.	LOAN 



 


		2.1	The Lender shall make available to the Borrower a loan
facility in the aggregate principal amount of US$28,185,847 on and subject to the terms and conditions set out in this Agreement.



 


		2.2	The Lender shall advance to the Borrower such sums as the
Borrower may request from time to time, provided that:



 


		(a)	the Borrower gives notice to the Lender specifying
the amount of the proposed Loan, the account to which the proposed Loan is to be advanced and the date when the proposed Loan
is to be advanced; and



 


		(b)	the amount of the proposed Loan, when aggregated with
the aggregate amount of all outstanding Loans, shall not exceed the amount specified in Clause 2.1.



 


		2.3	All Loans made by the Lender under this Agreement shall
be paid by telegraphic transfer for same day value to such account as the Borrower nominates from time to time, or in such other
manner as the Parties agree in writing.



 


		3.	PURPOSE 



 


The purpose of the Loans is
to provide the Borrower with funding. The Borrower may use the Loan amounts for on-lending the amounts received in the form of
interest bearing loans to its subsidiaries or for capitalising subsidiaries.


 


		4.	INTEREST 



 


		4.1	The interest on the principal amount of each Loan shall
accrue at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service for the month of November
and shall reset annually (the “Interest Rate”). The initial Interest Rate shall equal 0.49 percent per annum
(which interest rate is based on the short-term Applicable Federal Rate published by the Internal Revenue Service in the Revenue
Ruling 2015-22.) Interest accruals and payments will be calculated on the actual number of days elapsed and a 360 day year.



 


		4.2	Interest on each Loan shall be payable annually on 13 November.



 


		5.	REPAYMENT AND PREPAYMENT 



 


		5.1	The Borrower shall repay all outstanding Loans, together
with all interest accrued on it and all other amounts then due from the Borrower under this Agreement, on the Maturity Date or
following a demand by the Lender, whichever is earlier.



 




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		5.2	The Borrower may prepay the whole or any part of the Loans
to the Lender at any time prior to the Maturity Date (together with all interest accrued but otherwise without any premium or
penalty).



 


		5.3	A certificate from the Lender as to the amount at any time
due from the Borrower under this Agreement shall, in the absence of manifest error, be conclusive.



 


		6.	PAYMENTS 



 


		6.1	All payments due to be made by the Borrower under this
Agreement shall be made:



 


		(a)	in full without any set-off or counterclaim (unless
otherwise agreed) or any deductions for, or on account of, any present or future income or other taxes, levies, duties or charges
whatsoever, except as required by law; and



 


		(b)	to such account as notified to the Borrower by the
Lender from time to time, or in such other manner as the Parties may agree in writing.



 


		6.2	If the Borrower is required by law to make any such deduction
or withholding, the Borrower shall promptly pay the Lender the additional amount it would have received had there been no such
deduction or withholding.



 


		7.	LIMITED RECOURSE 



 


		7.1	In the event that any of the Borrower's group companies
(each a “Group Debtor”) to which the Borrower provides loans with the funds provided under this Agreement cannot
pay any amount when falling due and payable under the respective loan agreements with the Borrower (each a “Defaulted
Loan”), the Borrower shall be considered to have satisfied its payment obligations under this Agreement in full and
as final settlement upon the fulfilment of the following conditions:



 


		(a)	the Borrower has paid to the Lender an amount equal
to the Applicable Minimum Equity;



 


		(b)	the Borrower has paid to the Lender all principal amount
and interest received from its group companies under the Defaulted Loan net of the Borrower's arm's length compensation; and



 


		(c)	the Borrower has assigned to the Lender any remaining
outstanding receivable on the group companies and, as applicable, under the Defaulted Loan.



 


		8.	OTHER PROVISIONS 



 


		8.1	Assignment



 


Neither Party may, without the
prior written consent of the other, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of
all or any of its obligations under this Agreement, or any benefit arising under or out of this Agreement.


 


		8.2	Whole Agreement



 


This Agreement contains the whole
agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of
any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties
in relation to the matters dealt with in this Agreement.


 




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		8.3	Third Party Rights



 


A person who is not a Party has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term, or enjoy any benefit under this Agreement.


 


		8.4	Notices



 


		(a)	Any notice or other communication in connection with
this Agreement (each, a “Notice”) shall be:



 


		(i)	in writing;



 


		(ii)	delivered by email, hand, pre-paid first class post or
courier; and



 


		(iii)	sent to such address as may be notified to the sending
Party by the other Party from time to time.



 


		(b)	A Notice shall be effective upon receipt and shall
be deemed to have been received:



 


		(i)	24 hours after posting, if delivered by pre-paid first
class post;



 


		(ii)	at the time of delivery, if delivered by hand or courier;
or



 


		(iii)	24 hours after it was sent, if sent by email.



 


		8.5	Counterparts



 


This Agreement may be executed
in any number of counterparts each of which shall be deemed an original, but all the counterparts shall together constitute one
and the same instrument. The Borrower and the Lender may enter into this Agreement by executing any such counterpart.


 


		8.6	Governing law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the Parties
irrevocably agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection
with this Agreement.


 


In witness whereof this Agreement has been duly executed in
two originals on the date first set out above.


 




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SIGNED by Yves Cheret


 


on behalf of Teligent Luxembourg S.à r.l


 


SIGNED by Jenniffer Collins


 


on behalf of Teligent, Inc.


 




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