Suretyship dated May 23, 2007 granted by Danske Bank A/S and K2advertising A/S (now Bark Advertising) in favour of Danske Bank A/S relating to DKK 9,000,000 credit line
Translation * Page 1 of 5 |
Suretyship business | Danske | Bank | 1 of 3 |
Borrowers copy
EXHIBIT 10.7
Reference: 0029935106 | ||
Creditor | Danske Bank A/S | |
Guarantor | K2advertising A/S | Customer number: 0029937966 |
Trommesalen 5, 4. | ||
1614 Copenhagen | ||
Denmark | ||
in its capacity as guarantor with primary liability hereby guarantees the fulfilment of any obligation that | ||
Debtor | K2mediagroup A/S | Customer number: 0029935106 |
Trommesalen 5, 4. | ||
1614 Copenhagen V | ||
Denmark | ||
may have towards Danske Bank A/S under the facilities mentioned below. | ||
Establishment costs | Establishment costs | |
Facilities secured by | DKK 9,000,000.00 Business credit no. XXXXX | |
the guarantee |
Translation * Page 2 of 5 |
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Terms of the guarantee | |
Guarantee | This guarantee is a suretyship. This means that the bank may demand that the guarantee commitment be fulfilled as soon as the debtor defaults on one or several of the facilities comprised by the guarantee. |
Claims covered by the guarantee | The guarantor is liable for any amount that the bank may claim from the debtor under the facilities comprised by the guarantee. This includes: |
• | the debtors obligation to pay the amount due, interest and other costs, including overdraft interest, default interest, fees etc. | |
• | costs incidental to the hedging of any pledge covering the commitment comprised by the guarantee | |
• | actual costs incurred in the event that the debt is to be collected from the debtor, including court fees, legal assistance etc. | |
• | the countervalue of loans raised in foreign currencies in the event of any conversion into Danish kroner and the amounts carrying of a floating rate of interest fixed by the bank | |
• | premium if a fixed-interest loan is repaid ahead of time. This also applies if the debtor defaults on the loan. |
If the debtor defaults on the guarantee commitment, the guarantor becomes liable for the costs and expenses incurred by the bank as a result of the default. This also applies to any reminder letters sent by the bank. | |
If the debtor pays an amount without stating which facility the payment concerns, the bank may choose which facility the amount should be debited. The bank may also choose facilities that are not comprised by the guarantee. | |
Term of the guarantee | The guarantee commitment applies until the facilities comprised by the guarantee have been redeemed or cancelled unless otherwise agreed. |
The guarantors release of his | If the debtor repays his debt to the bank, the guarantor is released from his guarantee commitment provided that |
guarantee commitment | • | the debtors payment to the bank is not later annulled by any estate of the debtor |
• | any security provided to the bank, or the proceeds of such securities are not later annulled by any estate of the debtor. |
Respite granted to the | The bank may grant the debtor a respite without the consent of the guarantee. |
debtor | |
Other security and recourse | If several people have provided security either as guarantors or third-party pledgors (pledge by a person other than the debtor) they are all jointly and severally liable to the bank unless otherwise agreed with the bank in writing. |
The guarantor accepts that the bank can use the security or proceeds of the security provided by the debtor and/or a third party until the bank has received all the amounts owed to it by the debtor. This applies even if the security has been provided for the balance comprised by the guarantee or for any other balances of the debtor. The guarantor therefore ranks second to the bank as regards any claim for entering into any security furnished at the time of the fulfilment of the guarantee commitment (the guarantors right of entry). | |
If a pledge has been given for a facility comprised by a guarantee, the bank may make the proceeds of the assets pledged available to the pledgor even without the consent of the guarantor and/or the co-pledgor. |
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Any distribution (recourse) among guarantors and/or pledgors is of no concern to the bank. | |
Additional loans/credits granted to the debtor | The bank may grant new loans, credits etc. and increase the facilities comprised by the guarantee without the guarantors consent. The guarantor is only liable for debt increases if accepted by the guarantor. |
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Electronic messages | The bank may send all information to the guarantor electronically, even if words such as in writing, letter, bank statement etc. are used in the banks documents, rules etc. Of course, this can only be done to the extent that it is possible under current law, or if the bank has entered into an agreement with the guarantor. |
Registration of the guarantors | The guarantor authorises the bank to register the guarantors commitments under his or her CVR no./civil registration no. |
CVR no./civil reg. no. | |
Special provisions | |
Messages to the guarantor | Under Section 47 of the Danish Financial Business Act (Lov om finansiel virksomhed), the bank may send messages to K2advertising A/S on behalf of all the guarantors. |
Documents for the | The guarantor hereby acknowledges receipt of |
guarantor | • | a copy of the guarantee document |
• | a copy of the debt certificate/credit contract or any other document for which the guarantee has been provided. |
Witness | |||||
23.05.07 | /s/ Bent Helvang | /s/ Jesper Svane | |||
Binding signature | |||||
Date | K2advertising A/S | ||||
Binding signature | |||||
Date | |||||
Translation * Page 5 of 5 |
THIS IS TO CERTIFY
that the foregoing
Suretyship
is a true and faithful translation of the attached copy
in the Danish language produced to me.
This translation consists of five (5) pages.
In witness whereof I have hereonto set
my hand and affixed my seal of office
this 7th day of December 2007.
Malene Popov
Sworn Translator and Interpreter of the English language
Aarhus, Denmark