EXHIBIT 10.23
DATED OCTOBER 2008
SEVEN ARTS PICTURES PLC
-and-
SMITH & WILLIAMSON TRUSTEES (JERSEY) LIMITED
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LOAN AGREEMENT
relating to the
SEVEN ARTS PICTURES EMPLOYEE BENEFIT TRUST
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Lewis Silkin LLP
5 Chancery Lane
Clifford's Inn
London EC4A IBU
Ref: SEC
1
THIS LOAN AGREEMENT is made the day
of October 2008
PARTIES
1. SEVEN ARTS PICTURES PLC (registered in England under number 04276617) whose registered
office is at One America Square, Crosswall, London EC3N 2SG (the 'Company') and
2. SMITH & WILLIAMSON TRUSTEES (JERSEY) LIMITED whose registered office is at IFG
House, 15 Union Street, St Helier, Jersey, JE1 1FG (the 'Trustee')
RECITALS
(A) The Seven Arts Pictures Employee Benefit Trust (the 'EBT') was established by a deed of trust (the
'Trust Deed') dated 21 October 2008 made between the Company of the one part and the Trustee of the other.
(B) The Trustee is the present trustee of the EBT.
(C) In accordance with Clause 2.1 of a stock sale agreement (the 'Stock Sale Agreement') dated 29
October 2008 (the 'Completion Date') and made between the Company, the Trustee and Armadillo Investments
plc ('Armadillo'), a company in members voluntary liquidation and acting by its liquidator (the 'Liquidator'), the
Trustee acquired three million convertible redeemable preference shares of El each in the Company (the
'Preference Shares').
(D) In accordance with Clause 2.2 of the Stock Sale Agreement, the consideration payable by the Trustee
to Armadillo for the Preference Shares is £1,500,000 in cash, payable as follo