EX-99.3 4 0004.txt EXHIBIT 3 - LOAN AGREEMENT LOAN AGREEMENT AGREEMENT: Made on August 8, 2000; LENDER: DELTA LLOYD BANK NV, situated at Joan Muyskenweg 4, 1096 CJ Amsterdam, The Netherlands, hereinafter to be referred to as the "LENDER"; BORROWER MEDIVISION MEDICAL IMAGING LTD., established at Industrial Park Yokneam Elit, 20692 Israel, legally represented by Mr. Noam Allono (President) and Mr. Ariel Shenhar (Vice-President), hereinafter to be referred to as the "BORROWER"; WHEREBY THE BANK WILL LEND TO THE BORROWER UNDER THE FOLLOWING CONDITIONS; PRINCIPAL AMOUNT: USD 1.750.000, = (one million seven hundred fifty thousand United States Dollar); DRAW DOWN: In one installment, at request of the Borrower to be remitted to the Borrower within two working days after receipt of a written request for funds specifying remittance instructions; PERIOD OF LOAN: Six months, as from the date of draw down with the option to extend the Loan on the maturity date subject to the Bank's approval. The Borrower will notify the Bank of its intention to extend the Loan at least ten working days prior to the maturity date; INTEREST RATE: 3 months LIBOR + 2% per annum, accruing from day to day, assuming a year of 360 days; month actual number of days (m.a./360); for each consecutive interest period the interest rate will be determined at least two working days prior to the maturity date of the preceding interest period; the interest amount will be calculated on the outstanding amount of the Loan; INTEREST PERIOD: 3 months; INTEREST PAYMENT: The amounts will be due and payable at the end of every interest period; with all principal and remaining interest due and payable on the final maturity date; REPAYMENT: The entire outstanding principal amount together with all accrued but unpaid interest thereon and all other amounts due and owing hereunder, shall be due and payable in full at the maturity date; PERFORMANCE FEE: Performance fee will consist of Options of MedVision Medical Imaging Ltd. at the average market price of 4,298 EURO (week 4-07-2000- -8-07-2000) for a total amount of USD 262.500,+ This performance fee will be further formalized in a separate Call Option Agreement, to be concluded by Lender and Borrower upon signing of this loan agreement; ARRANGEMENT FEE: USD 8.750,=(0,5% o the Principal Amount); to be deducted from the principal amount; PURPOSE OF LOAN: The proceeds of this loan will be used to finance the purchase of shares by the Borrower of OPTHALMIC IMAGING SYSTEMS (OIS), a company incorporated under California law, hereinafter to be referred to as the "COMPANY"; COLLATERAL: The loan will be secured by: A pledge of (Security Interest (Eerste Pandrecht)) in favor of the Lender by the Borrower over 2.131.758 shaes of common stock and 150 shares of preferred stock in the Company, after the Borrower has actually purchased such shares in Company (after the purchase of the shares, the shares of preferred stock will be converted to common stock). This pledge will be formalized in a separate Pledge Agreement; TAXES: All payments by the Borrower to the Lender shall be made free and clear of any restrictions or conditions and (subject to as provided in the next sentence) without deductions for any taxes, leies, imports, duties, charges, fees deductions of withholding of any nature (for the purpose of this sub-clause collectively called "TAXES") now or hereafter imposed, levied, collected, withheld or assessed. If any deductions of taxes is required by law to be made from any payment, the Borrower shall pay in the same time such additional amounts as will result, after giving credit for any next tax benefit received by the Lender in US Dollars of such amount as would have been received by the Lender had no such taxes been required to be deducted; IMMEDIATE REPAYMENT: The Loan will be immediately due and payable in its entirety together with interest and costs without demand if: 1. Any of the obligations in connection with this agreement have not been fulfilled; 2 2. The Borrower is declared bankrupt or applies for a moratorium; or is deemed to become in a position in which it cannot be expected that it will be able to meet with the various obligations in connection with this agreement; 3. A receiver or liquidator is appointed for the Borrower; 4. The Lender becomes aware of any material deterioration of the Borrower, or in the case of any attachments are served in the name of the Borrower; 5. Any law, regulation, ruling, binding guideline or other Governmental action would make it legally or practically impossible to continue the commitment; 6. In case the Borrower is in default, the Borrower will be responsible for any costs incurred by the lender as a result thereof, including the cost of legal advice and legal procedures. The default interest applicable to the standard current account rate to be increased with one percent p.a. until the Loan has been repaid; DOCUMENTATION: Before the credit facility will be available for the Borrower the bank will receive the following documents: - Certificate of the Chamber of Commerce regarding Medvision or a certificate of Good Standing; - A Power of Attorney on behalf of the persons who will be allowed to sign on behalf of the company or a copy of a shareholders resolution appointing the legal representatives; - Full and undersigned Statement of Signatures for legal entities (see enclosed document); - A 'Letter of Good Standing'; SPECIAL The Borrower herewith declares that it holds all CONDITIONS: governmental permits or authorizations needed to enter into this contact and that it does not violate any laws or regulations or contracts applicable to the Borrower; The Borrower herewith declares that there are no legal actions or procedures against it which could materially and adversely affect the financial situation of the Borrower; The Borrower herewith declares that it is not in default under any material contract or any obligation and that there are no arrears concerning the payments of any social security costs; COST, (LEGAL) FEES: All costs and (legal) fees relating to this agreement, the Call Option Agreement and the Pledge Agreement will be for the account of the Borrower; 3 GENERAL CONDITIONS: The General Banking Conditions of Delta Lloyd Bank NV as attached hereto and by reference made a part hereof, apply to this Agreement; APPLICABLE LAW: This loan will be governed by Dutch law. Any possible dispute or conflict will be subject to the verdict of the competent judges in Amsterdam in the Netherlands. Notwithstanding the right of the Lender to initiate legal procedures elsewhere. Signed on: 8 August 2000, Amsterdam, The Netherlands and 8 August 2000, Yokneam Elit, Israel BORROWER: MedVision Medical Imaging Ltd. Legally represented by: --------------------------- -------------------------- Mr. Noan Allon Mr. Ariel Shenhar (President and CEO) (Vice-President) Lender: Delta Lloyd Bank NV Represented by: --------------------------- -------------------------- Mr. Drs.L. Keemink MM Mr. M.J.K. Susan Msc 4