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EXHIBIT 10.1
[DEBIS FINANCIAL SERVICES, INC. LOGO]
LOAN AGREEMENT
(VESSEL FINANCING)
US$10,000,000.00 DATE: 16 MAY 1997
For value received, GIANT MARINE GROUP, LTD., a DELAWARE corporation
whose principal place of business is 0000 XXXXXX XXXXXXXXX, 00XX XXXXX, XXX
XXXXXXX, XX 00000 as Borrower (herein referred to as "Borrower"), promises
to pay to the order of DEBIS FINANCIAL SERVICES, INC., a Delaware corporation
("Lender"), at its principal place of business at 000 XXXXXXX, 0 XXXXX 000,
XXXXXXX, XXXXXXXXXXX 00000, X.X.X., or at such other place as may be designated
in writing, all in lawful money of the United States of America, the principal,
interest and other sums specified below on the terms set forth below.
1. PRINCIPAL AMOUNT
The principal amount owing on this Loan is XXX XXXXXXX XXX 00/000 XX
XXXXXX XXXXXX DOLLARS (US$10,000,000.00).
2. INTEREST RATE
The interest rate on amount owing on this Loan shall be the Bank of
America Prime Loan Rate plus ONE HALF OF ONE PERCENT (0.50%) PER ANNUM. "Prime
Rate" is the Prime Commercial Rate of Bank of America from time to time in
effect, FULLY FLOATING. Interest begins to accrue on the date funds are
advanced on the Loan and continues to accrue until all amounts owing on the
Loan are fully paid. Interest is calculated on the basis of a 360-day year and
30-day month.
3. REPAYMENT
The term of this Loan is TWENTY-SIX (26) MONTHS from the date of
advancement of funds by Lender to Borrower on the Loan, SUBJECT TO REQUIRED
PREPAYMENT DUE TO THE TRANSFER OF AN INTEREST in the vessel, which is
collateral for this Loan ("Vessel Collateral"), as discussed hereafter.
Interest payments on the Loan are due from Borrower to Lender monthly
in arrears, with the date of the first payment being thirty (30) days after the
date of advancement of funds, and the date of the twenty-five (25) subsequent
monthly payment being the same date of the month for each of the twenty-five
(25) subsequent months thereafter.
The principal of the Loan and any other amounts then outstanding will
be repaid from Borrower to Lender in one lumpsum in the TWENTY-SIXTH (26TH)
month of the term of this Loan. The date of that payment will be the same date
of the month on which the interest payments have been made.
Borrower contemplates selling TWENTY-FIVE PERCENT (25%) interests in
the Vessel Collateral to third parties. IMMEDIATELY UPON THE CLOSING OF ANY
SALE OF AN INTEREST IN THE VESSEL COLLATERAL, BORROWER SHALL PAY TO LENDER AS A
PRINCIPAL REDUCTION ON ANY AMOUNT OUTSTANDING ON THIS LOAN THE FULL PURCHASE
PRICE (LESS CLOSING COSTS) of that interest.
4. VESSEL COLLATERAL
This Loan is secured by a vessel more particularly described in a DEED
OF COVENANTS AND FIRST STATUTORY MORTGAGE dated 16 MAY 1997, signed by
Borrower, and delivered to Lender (collectively referred to herein as
"Mortgage").
5. LATE CHARGE
If any payment is not received in full by Lender with then (10) days
after it is due, Borrower agrees to pay an amount equal to five percent (5.0%)
of the past due payment, or the maximum amount permitted under applicable law
if less, in addition to the full amount of the past due payment.
6. DEFAULT
On Borrower's failure to pay when due any amount required to be paid on
this Loan or on the occurrence of any other event identified as a default in
the Mortgage, after any applicable cure period, if any, Lender may, at its
option, declare that the full amount owing on this Loan is immediately due and
payable , and Borrower shall, in lieu of any late charge, and in addition to
the interest being paid pursuant to section 2 of this Loan, pay interest from
the date notice of default of acceleration is served upon it on the full amount
then outstanding at a monthly rate of two percent (2.0%) until all amounts due
on the Loan are paid in full.
7. TAXES
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All payments (whether of principal, interest, or otherwise) to be made
by the Borrower to the Lender hereunder shall be made free and clear of and
without deduction for any taxes, levies, duties, charges, fees, deductions or
withholdings of any nature now or hereinafter imposed. If at any time
applicable law requires the Borrower to make any such deduction or withholding,
the sum due from the Borrower shall be increased to the extent necessary to
ensure that the Lender receives an after tax sum equal to the sum which it
would have received after taxes had no such deduction or withholding been
required. Should any tax (other than a tax on Lender's income) be levied in
connection with this transaction by the Bahamas or any other government entity,
as between Borrower and Lender, Borrower will be responsible for that tax and
will indemnify and hold harmless Lender therefrom.
8. MISCELLANEOUS
Where necessary to properly give meaning to or to clarify the terms of
this Loan, this Loan is to be interpreted together with the Mortgage and any
other documents executed in connection with this Loan and the Mortgage.
Payments made on this Loan will be applied first to any accrued
interest and then to principal.
No delay or omission on the part of Lender in demanding payment or
exercising any right under this Loan shall operate as a waiver of payment or
any other right. Borrower waives presentment, demand, protest, and notice of
dishonor.
If there is more than one person or entity signing this Loan as
Borrower, the obligations under this Loan shall be joint and several.
In any action brought on this Loan, the prevailing party agrees to pay
all reasonable attorney fees and costs incurred in that action, whether at
trial, on appeal, or in any bankruptcy proceeding.
All or any part of the outstanding balance of this Loan may be prepaid
without penalty.
This Loan shall be governed by the laws of the state of Connecticut,
U.S.A. (excluding Connecticut's conflicts of law rules), and Borrower hereby
submits to the jurisdiction of the courts of that state, provided, however,
that Lender shall have the right, but not the obligation, to litigate in any
state or country in which Borrower or any of its assets may be located.
BORROWER: GIANT MARINE GROUP, LTD.
BY: /s/ XXXX XXXXXXXX
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XXXX XXXXXXXX, PRESIDENT
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