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GBSX > SEC Filings for GBSX > Form 8-K on 20-Nov-2012All Recent SEC Filings

Show all filings for GBS ENTERPRISES INC



Entry into a Material Definitive Agreement, Other Events

Item 1.01. Entry into a Material Definitive Agreement.

On November 14, 2012, GBS Enterprises Incorporated (the "Company") entered into a note purchase agreement (the "Intercompany Loan Agreement") with GROUP Business Software AG, a German public company and the Company's 50.1% owned subsidiary ("GROUP"). Pursuant to the Intercompany Loan Agreement, GROUP issued a promissory note, dated November 14, 2012 (the "GROUP Note"), to the Company in the aggregate principal amount of $227,018.20, bearing an annual interest rate of 20% and maturing on the first anniversary date of the date of issuance, without any penalty for prepayment. The Intercompany Loan Agreement contains restrictions that require GROUP to use the proceeds of the GROUP Note solely for the payment of certain trade payables of GROUP and certain of its subsidiaries. The GROUP Note contains customary provisions upon an Event of Default, as more fully described in the full text of the document.

Each of the directors of the Company, including all five disinterested directors with respect to the transaction, has approved each of the transaction agreements discussed above and the transactions contemplated thereby.

The foregoing descriptions of the Intercompany Loan Agreement and GROUP Note do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the documents, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item 8.01. Other Events.

On November 19, 2012, the Board of Directors of the Company passed a resolution authorizing Gary MacDonald, the Interim Chief Executive Officer of the Company, to effect additional intercompany loans to GROUP for the payment of the payroll and certain trade payables of GROUP and certain of its subsidiaries, provided that the aggregate amount of all such additional loans to GROUP shall not exceed the principal amount of $250,000.

Item 9.01(d). Exhibits.

No.            Description

10.1           Note Purchase Agreement, dated November 14, 2012, by and between
               Group Business Software AG and GBS Enterprises Incorporated

10.2           Promissory Note, dated November 14, 2012, by and between GROUP
               Business Software AG and GBS Enterprises Incorporated

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