Exhibit
99.1
| TW of __________________________________________________________ |
(hereinafter called "the Borrower")
|
EQUILEX
TRUST REG. AS TRUSTEE OF THE CAPRTI TRUST |
|
whose
registered office is at Kastanlenhof, Xxxxxxxxxxxx 00, XX- 0000 Vaduz, Principality Of
Liechtenstein |
(Hereinafter called “the
Lender”)
| Whereas : |
On the 9.9.04 a loan agreement was signed between the parties (“Loan Agreement
No. 1”), a copy of which is attached hereto marked as Annex A and
comprises an integral part of this agreement; and |
| Whereas: |
The Borrower has requested the Lender to provide an additional loan in the amount of
$3,009,190 (“the Loan Amount”) for the purchase of 601,838 additional
shares of Optibase Ltd., NASDAQ Ticker XXXX (“the Shares”). |
It is therefore agreed
between the parties as follows:
| |
1. |
All
the terms of Loan Agreement No. 1 will apply to this loan as well, mutatis
mutandis. |
| |
2. |
The
Shares owned by the Borrower will be deposited with the Lender and/or anyone on
it’s behalf as security for the repayment of the Loan Amount. This deposit
will be considered a legal pledge under the Israeli Law of Pledge- 1967. |
| |
3. |
A
Deed of Pledge is attached hereto marked as Annex B and comprises an
integral part of this agreement |
IN WITNESS WHEREOF the parties
hereto have executed this Loan Agreement this 27th day of May 2006.
_________________________________________
for and on behalf of
TW
Equilex Trust Reg.
as Trustee of the Capri Trust
EXHIBIT A
LOAN AGREEMENT
(“the Loan
Agreement”)
between
TW of ______________________ Switzerland (hereinafter called "the Borrower")
and
EQUILEX TRUST REG. AS TRUSTEE OF
THE CAPRI TRUST whose registered office is at Kastanienhof, Xxxxxxxxxxxx 00, FL –
9490 Vaduz, Principality of Liechtenstein (hereinafter called “the Lender”)
WHEREAS the Borrower wishes to
obtain a loan (“the Loan”) of USD 10'020'000.00 (Ten Million Twenty
Thousand United States Dollars) for the purchase of 1'800'000 shares in Optibase
Ltd, NASDAQ Ticker XXXX (“the Shares”), from the Lender and the Lender is
prepared to advance such sum on the terms set out below.
NOW IT IS AGREED AS FOLLOWS:
| 1.1 |
The
Lender agrees to make available to the Borrower a Loan Facility (“The Loan”)
in the sum of USD 10'020'000.00 (Ten Million Twenty Thousand United States
Dollars).The Loan is initially for a term of one year but may be extended further
as may be agreed in writing between the Lender and the Borrower. |
| 1.2 |
Subject
to the terms and conditions hereof, the Borrower shall by written notice to The Lender be
entitled to draw down such sums as the Borrower may from time to time require provided
always that the maximum amount outstanding at any time hereunder shall not exceed USD
10'020'000.00 (Ten Million Twenty Thousand United States Dollars). |
| 1.3 |
The
Lender shall transfer any advances made hereunder by telegraphic transfer to the Borrower’s
account or to such other account as the Borrower may from time to time specify and the
costs of all such transfers, shall be paid by the Borrower. |
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| 2. |
Interest
and Repayment |
| 2.1 |
The
Lender will charge interest on the day to day balance outstanding under the Loan at a
rate of 3% per annum. |
| 2.2 |
The
minimum Rate which the Lender shall charge will be 3% per annum. |
| 2.3 |
All
interest payable pursuant to this agreement shall accrue from day to day and shall be
calculated on the basis of a year of 365 days and shall be paid, in the case of interest
under both paragraphs 2.1 and 2.2 on demand. |
| 2.4 |
The
Lender’s statement as to the rate or amount of interest payable pursuant to this
paragraph shall, in the absence of manifest error, be conclusive. |
| |
Subject
to withholding taxes prevailing at any time and any other deductions that the Borrower
shall lawfully be required to make, all accrued interest shall be paid on the date of the
sale of the Shares for the period from the date of purchase to the date of sale. |
| 4.1 |
Subject
to Paragraph 6 of this Loan Agreement the Borrower will repay the Loan including interest
upon the sale of the Shares. The Lender shall be obliged to acknowledge receipt of the
demand for payment of the Loan and interest in writing signed by the Lender. Upon
receiving such demand, the Lender shall be entitled to accelerate the repayment of the
Loan at any time at the sole discretion of the Lender. |
| 4.2. |
The
repayment of the Loan consists of capital and interest after drawdown. In the
event of any change in the Rate, the Lender reserves the right to amend the
amount accordingly. |
| 5. |
Voluntary
early repayment |
| 5.1 |
The
Borrower may at any time repay the Loan or any part thereof. |
| 5.2 |
No
amount repaid under paragraph 5.1 or otherwise may be redrawn. |
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| 6. |
Early
repayment on default |
| 6.1 |
The
Lender may demand repayment of all sums owned by the Lender pursuant to the terms of this
Loan Agreement, including interest and charges, if any of the events referred to in the
Appendix 1 to this Loan Agreement occurs. |
| 6.2 |
On
any such demand, all sums owned by the Borrower to the Lender pursuant to the terms of
this Loan Agreement, including interest and charges, will become immediately due and
payable. |
| 6.3 |
The
Loan shall be repayable forthwith in the event of bankruptcy of the Borrower. |
| 6.4 |
No
failure on the part of the Lender to exercise and no delay in exercising any right
hereunder shall operate as a waiver thereof. |
| 7. |
Other
terms and conditions applicable to the Loan Agreement |
| 7.1 |
This
Agreement shall be governed by and construed in accordance with the laws of the
Principality of Liechtenstein. |
| 7.2 |
Any
notice shall be sufficiently served on the Parties if delivered to the address of the
party first above written or to such other address as may be notified in writing by
either party from time to time. Any notice delivered by hand shall be deemed to have been
received upon delivery and any notice sent by airmail pre-paid post shall be deemed to
have been received five working days after the same was posted. |
| 7.3 |
If
any provision of this Agreement or part thereof is rendered void, illegal or
unenforceable in any respect under any law, the validity, legality and enforceability of
the remaining provisions shall not in any way be impaired thereby. |
| 7.4 |
The
Lender may in his sole discretion upon the Borrower’s application in writing extend
this Loan Agreement and may in granting the extension vary any of the terms of this Loan
Agreement. |
| 7.5 |
Termination
of this Agreement for any cause shall not release a party from any liability which at the
time of termination has already accrued to another party or which thereafter may accrue
in respect of any act or omission prior to such termination. |
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| 7.6 |
Each
party shall bear its own costs and expenses incurred by it in connection with this Loan
Agreement. |
| 7.7 |
This
Agreement constitutes the entire agreement between the parties and save as otherwise
expressly provided no modification, amendment or waiver of any of the provisions of this
Agreement shall be effective unless made in writing specifically referring to this
Agreement and duly signed by the parties hereto. |
| 7.8 |
Any
notice or other communication to be given under this Agreement may be given by telefax
(unless otherwise required under the terms of this Agreement), first class prepaid post
tested telex or cable and shall be effective on receipt. Either party shall be entitled
to act upon (and the other party shall be bound accordingly by) any notice or other
communication believed by such party to be given or made by the person or persons duly
authorised to give or make the same. |
| 7.9 |
The
Lender may assign or transfer any of its rights or obligations under this Agreement but
the Borrower may not assign or transfer any of its rights or obligations hereunder
without the written consent of the Lender. |
| 7.10 |
Nothing
in this Agreement shall be deemed to constitute a partnership between the parties hereto
nor constitute any party the agent of the other party for any purpose. |
| 7.11 |
Neither
the Lender nor the Borrower shall be liable in respect of any breach of this Loan
Agreement due to any cause beyond its reasonable control including, but not by way of
limitation, any act of god, lightning fire, industrial action, lock-outs, acts of
omissions of governmental authorities, highway authorities, or other competent authority,
terrorism, war, military operation or civil failure or the act of omission of any party
for whom either party is not responsible. In the event of such occurrence or any such
circumstance affecting either party such party shall promptly give notice in writing
thereof to the other party and shall likewise give notice forthwith on the cessation of
such circumstances. |
| 7.12 |
This
Loan Agreement shall be governed by and construed in all respects according to the laws
of the Principality of Liechtenstein and the parties hereto submit to the non-exclusive
jurisdiction of the Courts of the Principality of Liechtenstein. |
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IN WITNESS WHEREOF the parties
hereto have executed this Loan Agreement this 9th day of September 2004.
——————————————
for and on behalf of
Equilex Trust Reg.
As Trustee of the Capri Trust |
|
——————————————
TW |
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APPENDIX 1
EVENTS OF DEFAULT
The Loan and interest accrued shall
become immediately due and payable on demand by the Lender if any of the following events
happen:
| 1. |
If the Borrower fails to pay any sum of money or fails to discharge any
liability which the Borrower may now or at any time in the future owe to the
Lender when it is due. |
| 2. |
If the Borrower is in breach of any of the terms and conditions contained in
this Loan Agreement or in any other agreement or document entered into pursuant
to this Loan Agreement. |
| 3. |
If any representation or warranty made by you pursuant to this Loan Agreement or
in any statement delivered or made pursuant to it is incorrect when made. |
| 4. |
If the Borrower is in default in respect of any of the Borrower’s other
facilities (if any) with the Lender. |
| 5. |
If the Borrower is in breach of any other agreement to which he is a party with
any other person in relation to the Borrower’s borrowing or other financial
obligations. |
| 6. |
If the Borrower enters into any arrangement with its creditors generally. |
| 7. |
If the Borrower has a creditor levy distress or execution on, or any other
person seeks to enforce his security or judgement or order over, the whole or
any material part of the Borrower’s assets. |
| 8. |
If the Borrower has a bankruptcy petition presented against him. |
| 9. |
If the Borrower becomes, in our reasonable opinion, bankrupt or insolvent. |
| 10. |
If the Borrower becomes, in the Lender’s reasonable opinion, bankrupt or
insolvent. |
| 11. |
If the Borrower ceases to carry on all or a material part of his business. |
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| 12. |
If any event occurs which would affect the Borrower or the Borrower’s
business so as to render the Borrower unable to comply fully with his
obligations to the Lender pursuant to this Loan Agreement and any other document
entered into pursuant to this Loan Agreement. |
| 13. |
If the Borrower is a partnership and the Borrower presents or have presented
against the Borrower a winding up order. |
| 14. |
If the Borrower has a receiver appointed over any of the Borrower’s
property or assets. |
| 15. |
If the Borrower ceases, or threatens to cease, to carry on business or dispose
of all or any substantial part of its business or (except in the ordinary course
of business) its assets. |
| 16. |
If it becomes unlawful or impossible for the Lender to make, maintain or fund
the Loan or if any of the Borrower’s obligations under this Loan Agreement
cease to be valid, legal and binding and enforceable against the Borrower in
accordance with their terms. |
| 17. |
If in the reasonable opinion of the Lender, circumstances have so changed since
the Loan was made available, or such new information has come to light, as could
justify the Lender requesting the immediate repayment by the Borrower of the
Loan |
| 18. |
If the Borrower gave the Lender any false or misleading information it its
application for the Loan Agreement. |
| 19. |
If there is, in the Lender’s sole opinion, any change in the legal or
beneficial ownership of the Borrower. |
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EQUILEX TRUST REG. AS
TRUSTEE OF THE CAPRI TRUST
TW
LOAN AGREEMENT
(USD 10'020'000.00)
- 9 -
