Unassociated Document


    THE
TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT OR ANY DOCUMENT
WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF, INCLUDING WRITTEN
CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY
E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY
E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO
THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN
STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED
COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA AND
AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE.

     

     

     

     

    


     

     

     

    Austrian Gaming Industries GmbH

    (AGI or
Lender)

    


    and

    


    


    Octavian
International Ltd.

    (Company)

    


    


    


    


    


    


    


    


    Loan
Agreement

    


    


     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      THE
TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT OR ANY DOCUMENT
WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF, INCLUDING WRITTEN
CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY
E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY
E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO
THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN
STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED
COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA AND
AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN
ADDRESSEE.

    

    


    


     

    Loan
Agreement

     

    Dated
... July  2009

     

    Between

     

    
      	
              (1)

            	
              Austrian
      Gaming Industries GmbH of Wiener Strasse 158, A-2352 Gumpoldskirchen,
      Austria, FN 109445 z (Lender);
      and

            


    

     

    
      	
              (2)

            	
              Octavian International
      Limited registered in England with number 04185988 of Bury House
      1-3 Bury Street, Guilford Surrey GU2 AW, UK (Company).

            


    

     

    It
is agreed as follows:

     

    
      	
              1

            	
              Definitions

            


    

     

    
      	
              1.1

            	
              In
      this Agreement, the following definitions shall
  apply:

            


    

     

    AGE 3.70 IP Rights has the
meaning given in clause 7.1(a);

     

    AGE Modifications has the
meaning given in clause 7.1(b);

     

    Business Day means any day on
which the banks in Vienna are generally open for business;

     

    Escrow Agent means NCC Escrow
International Limited, escrow agents with offices in Manchester,
England;

     

    Escrow Agreement means the
agreement entered into between the Escrow Agent, Lender and Company dated 30
October 2008;

     

    First Loan Agreement means the
loan agreement entered into between the Lender and the Company on 30 October
2008;

     

    First Transfer Agreement means
the agreement entered into between the Lender and the Company on 30 October 2008
in relation to the First Loan Agreement;

     

    Encumbrance means any
mortgage, charge, pledge, lien or any other security interest;

     

    Event of Default has the
meaning given in clause 6; IP
Rights has the meaning set out in the First and Second Transfer
Agreement

     

    Loan has the meaning given in
clause 2.1.

     

    Materials has the meaning set
out in the First Transfer Agreement;

     

    Products has the meaning set
out in the First Transfer Agreement; and

     

    Second Transfer Agreement
means the agreement signed on the same date as this Agreement relating to
the rights of the Lender in relation to the products and materials as set out in
the Second Transfer Agreement upon the occurrence of an Event of Default as per
Schedule 1;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2

            	
              Loan and
      Drawdown

            


    

     

    
      	
              2.1

            	
              The
      Lender grants to the Company a loan in the amount of USD 2,000,000.--
      (in words: two million  US Dollars), hereinafter referred to as
      the "Loan",
      subject to the provisions of this
Agreement.

            


    

     

    
      	
              2.2

            	
              The
      loan will be paid out to the Company in two instalments each of USD
      1.000.000; the first one within 5 working days of the execution of the
      Agreement and the second one on or about the 15th
      of August 2009. 

            


    

     

    
      	
              2.3

            	
              The
      Loan shall be conditional upon due execution of the Second Transfer
      Agreement. 

            


    

     

    
      	
              3

            	
              Interest

            


    

     

    
      	
              3.1

            	
              Interest
      shall accrue daily on the Loan in accordance with clause 3.2, from the
      date of this Agreement until the Loan is repaid in
  full.

            


    

     

    
      	
              3.2

            	
              Interest
      shall be calculated annually at a rate of 3 months USD-Libor as displayed
      for the relevant currency and for the relevant period on the appropriate
      page of the Reuters screen plus 4 per cent on the Loan (subject to a
      maximum cap on the interest rate of 8 per cent).
  

            


    

     

    
      	
              3.3

            	
              The
      Company will pay the accrued interest on a monthly basis on the last
      business day of each month.  Payment shall be made in accordance
      with clause 5 and subject to clause 10 to an account notified in writing
      by the Lender to the Company as per clause
5.

            


    

     

    
      	
              4

            	
              Repayments

            


    

     

    
      	
              4.1

            	
              The
      Loan shall be repayable as a bullet repayment on June 30th
      2010.

            


    

     

    
      	
              4.2

            	
              The
      Company may, by giving the Lender prior written notice, repay the Loan and
      any accrued but unpaid interest at any time in whole or in
      part.

            


    

     

    
      	
              5

            	
              Payment

            


    

     

    
      	
              5.1

            	
              The
      Company shall make its payments for the payable interest and the Loan
      exclusively to the below bank account of the
  Lender:

            


    

     

    Bank:
Bayerische Hypo- und Vereinsbank AG

     

    Account
number: 344 576 645

     

    SWIFT:HYVEDEMM478

     

    IBAN: DE
085 102 018 603 445 766 45

     

    
      	
              5.2

            	
              Unless
      required by law and unless the Company and the Lender agree otherwise, all
      payments made by the Company hereunder shall be made free and clear of and
      without any deduction for or on account of any tax, set-off or
      counterclaim.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              6

            	
              Default

            


    

     

    If, for
any reason whatsoever, any of the following events (each an "Event of Default")
occurs:

     

    
      	
              6.1.1

            	
              the
      Company fails to pay when due any sum payable under this Agreement and
      such failure is not rectified within 30 days of the due date for such
      payment; or

            


    

     

    
      	
              6.1.2

            	
              steps
      are taken for the winding-up or dissolution of the Company, the Company
      becomes insolvent or is deemed unable to pay its debts within the meaning
      of Section 123 of the Insolvency Act 1986; steps are taken by any person
      to appoint an administrative or other receiver of the Company or any of
      its property or assets; or steps are taken towards an application for an
      administration order in relation to the Company;
  or

            


    

     

    
      	
              6.1.3

            	
              it
      becomes impossible or unlawful, in the reasonable opinion of the Lender,
      to fulfil any of the obligations contained in this Agreement or for the
      Lender to exercise any of the rights vested in it under this
      Agreement,

            


    

     

    then the
Lender (i) by notice in writing to the Company, may terminate the
obligations of the Lender under this Agreement and/or may declare the
outstanding amount of the Loan and all accrued but unpaid interest immediately
due and payable, at which time it shall become immediately due and payable; and
(ii) may exercise its rights under the First Transfer Agreement (in
accordance with clause 7.1(a) below only and, for the avoidance of doubt, not
generally) and the Second Transfer Agreement.

     

    
      	
              7

            	
              Security

            


    

     

    
      	
              7.1

            	
              As
      security for the payment of the Loan pursuant to this Agreement, the
      Company agrees as follows.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Under
      the First Transfer Agreement, the Company has charged, amongst other
      things, the IP Rights in V3.70 of the Advanced Gaming Engine (the AGE 3.70 IP Rights) and
      the Company hereby agrees that the AGE 3.70 IP Rights shall also
      constitute security for the payment of the Loan and as such the parties
      hereby agree that a Condition under Article 1 of the First Transfer
      Agreement shall be extended to cover an Event of Default under this
      Agreement and upon satisfaction of the Condition under the First Transfer
      Agreement due to an Event of Default under this Agreement, the transfer of
      IP Rights as set out in Article 1 of the First Transfer Agreement shall be
      of the AGE 3.70 IP Rights and not of the IP Rights in any other Products
      and Materials.  For the avoidance of doubt, in the event that
      the Condition is satisfied by the occurrence of an Event of Default under
      the First Loan Agreement, the transfer under Article 1 of the First
      Transfer Agreement shall continue to be a transfer of the IP Rights in all
      Products and Materials as set out therein and the rights of the Lender
      under the First Loan Agreement and the First Transfer Agreement shall not
      be affected by this clause 7.1(a)

            


    

     

    
      	
               
      

            	
              (b)

            	
              enter
      into the Second Transfer Agreement in respect of all current and future
      modifications and updates to version 3.70 of the Advanced Gaming Engine
      and the AGE 3.70 IP Rights (including, without limitation, version 4.00)
      (the AGE
      Modifications) and comply with all obligations set out
      therein.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              deposit
      with the Escrow Agent, all AGE Modifications promptly upon finalisation of
      such modifications and updates in accordance with the terms of the Escrow
      Agreement

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Company shall deliver to the Lender an amendment to the Escrow Agreement
      in substantially the form annexed hereto executed by the Company and the
      Escrow Agent (or with such changes as the Lender
  agrees).

            


    

     

    
      	
              7.2

            	
              The
      Company undertakes that it shall not, from the date of this Agreement
      until repayment of the Loan (and all interest accrued thereon) in full in
      accordance with the terms of this
Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              assign
      ownership of any of the AGE 3.70 IR Rights or any IP Rights in the AGE
      Modifications or to any person or legal entity other than the
      Lender;

            


    

     

    
      	
               
      

            	
              (b)

            	
              grant
      any licence or sub-licence of any AGE 3.70 IP Rights or any IP Rights in
      the AGE Modifications to any person other than in the ordinary course of
      business or with the prior written consent of the Lender;
    or

            


    

     

    
      	
               
      

            	
              (c)

            	
              create
      or permit to subsist any Encumbrance over AGE 3.70 IP Rights or any the IP
      Rights in the AGE Modifications other than pursuant to this Agreement and
      the Transfer Agreement or otherwise to the
  Lender.

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      Italy sell, deliver, distribute directly or indirectly any VLT systems
      (so-called Comma 6B) developed partially or in whole by the Company or any
      of its affiliated companies to any person or legal entity in Italy, except
      Atlantis World Giocolegale Limited for which the Lender shall appoint the
      Company as its exclusive
distributor.

            


    

     

    
      	
              7.3

            	
              For
      the avoidance of doubt, all parties acknowledge that the First Transfer
      Agreement includes the AGE 3.70 IP
Rights

            


    

     

    
      	
              8

            	
              Remedies and
      Waivers

            


    

     

    No
failure to exercise, or any delay in exercising, any right or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy prevent any further exercise thereof or the exercise of any
other right or remedy. The rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies provided by law.

     

    
      	
              9

            	
              Assignment

            


    

     

    The
Lender (but not the Company) may assign any of its rights under this Agreement
to any person.

     

    
      	
              10

            	
              Place of
      Performance

            


    

     

    The
Parties agree that the exclusive place of performance (Erfüllungsort) for all rights
and obligations under this Agreement shall in any case be a place outside the
Republic of Austria, which especially means that all payment of amounts under
this Agreement shall be made from and to, respectively, a bank account outside
of the Republic of Austria. It is expressly agreed between the Parties hereto
that any performance within the Republic of Austria will not establish Austria
as the place of performance and shall be deemed not effective with respect to
any Party hereto. Further, the Parties agree that the fulfilment of any
contractual obligation under this Agreement within Austria does not result in a
discharge of debt.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              11

            	
              Stamp
    Duties

            


    

     

    All stamp
duties (Rechtsgeschäftsgebühren)
arising out of or in connection with this Agreement, if any, shall be solely
borne and paid by the Company. The Company shall indemnify and hold AGI and its
advisers harmless from and against any stamp duties payable by AGI or any of its
advisers.

     

    
      	
              12

            	
              Governing Law and Dispute
      Resolution

            


    

     

    This
Agreement shall be governed by and construed in accordance with Austrian law,
with the exception of (i) the UN Sales Convention and (ii) the conflict of law
rules of Austrian private international law.

     

    Any and
all disputes arising out of or in connection with this Agreement, including,
without limitation, a dispute as to the conclusion, validity or existence of
this Agreement, shall be finally and exclusively resolved and settled under the
Rules of Arbitration and Conciliation of the International Arbitral Centre of
the Economic Chamber Austria in Vienna, Austria, as amended from time to time
(the "Vienna Rules"), by
three arbitrators appointed in accordance with these rules. The language of the
arbitration shall be English. The seat of the arbitration shall be Munich. Any
award and/or final decision of the arbitrators shall include a decision on
costs, including, without limitation, fees of counsel. Each of the Parties
agrees not to resist the enforcement of any arbitration award obtained in
connection with this Agreement other than as expressly permitted by the 1958 New
York Convention on the Recognition and Enforcement of Foreign Arbitration
Awards.

     

    Notwithstanding
the foregoing, the Parties agree that, in addition to any and all other remedies
that may be available under this Agreement, each Party shall be entitled to
request injunctive relief or to initiate injunction proceedings at the
(ordinary) courts of competent jurisdiction.

     

    
      	
              13

            	
              Notices

            


    

     

    Any
notice(s) required or permitted in connection with this Agreement or by law
shall be given in writing by an authorized representative of the relevant Party
and shall be delivered by hand, sent to the recipient by certified or registered
mail or by international courier service (such as DHL, UPS or the like), or
facsimile transmission (with the original to follow within 5 Business Days) to
the address set forth below or an address to be provided by the relevant Party
(but in any case an address outside of Austria) in writing and by certified or
registered mail, postage prepaid, with reference to this Clause 10 to the
other Party. Any Notice shall be effective upon receipt and shall be deemed to
have been received:

     

    
      	
               
      

            	
              §

            	
              at
      the time of delivery, if delivered by hand, registered or certified mail
      or courier;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              §

            	
              at
      the time of transmission in legible form, if delivered by
    fax.

            


    

     

    If to the
Company:

    Octavian
International Limited

    Legal
Department

    Attn:
Robert Jones

    Bury
House

    1-3 Bury
Street

    Guilford
Surrey GU2 4 AW

    UK

    Fax: +44
1 483 543 540

    


    If to the
Lender:

    Austrian
Gaming Industries GmbH

    c/o AGI
Hungária

    Mrs.
Ildikó Dachauer

    Attn:
Peter Stein

    9352
Veszkény

    Hungary

    Fax: +36
96 575 006

    


    The
Parties agree that notwithstanding any other provisions of this Agreement, any
communication to be made under or in connection with the Loan or this Agreement
shall be made to an address outside the Republic of Austria. The foregoing
sentence applies to any communication under or in connection made by fax,
electronic message, including in particular emails or attachments thereto, or in
any other written form relevant for purposes of the Austrian Stamp Duty Act
(GebG). In particular,
no such communication shall be sent, read, brought, transferred, saved or kept
within the Republic of Austria at any time.

     

    As
witness the hands of the duly authorised representatives of the parties hereto
the day and year first before written.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      Execution
page 

       

      
        	
                Signed
      by Zane Mersich

              	
                )

              	 
      
	
                duly
      authorised for and

              	
                )

              	 
      
	
                on
      behalf of

              	
                )

              	 
      
	
                AUSTRIAN
      GAMING

              	
                )

              	
                /s/Zane
      Mersich

              
	
                INDUSTRIES
      GmbH

              	
                )

              	 


      

      


      


      
        	
                Signed
      by Harmen Brenninkmeijer

              	
                )

              	 
      
	
                duly
      authorised for and

              	
                )

              	 
      
	
                on
      behalf of

              	
                )

              	 
      
	
                OCTAVIAN
      International

              	 
      	
                /s/Harmen
      Brenninkmeijer

              
	
                Limited

              	
                )

              	 


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Schedule
1

     

    Transfer
Agreement

     

    
      
        
        

      

      
        8