UNDERTAKING AND LOAN AGREEMENT
This Agreement is entered into this 23 day of May 1997, by and between:
1. International Fast Food Corporation, with its registered office in 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000 XXX (hereinafter
referred to as IFFC), duly represented by: Xxxxxxxx Xxxxxxxx
and
1. QPQ Corporation with its registered office in 7777 Glades, Suite 213, Boca
Raton, Xxxxxxx 00000, XXX (hereinafter referred to as QPQ), duly
represented by: Xxxxx Xxxxxxxx and,
3. Pizza King Polska Sp, z o.o, with its registered office in Warsaw at Xxxxx
0/0, Xxxxxx (hereinafter referred to as PKP), duly represented by: Xxxx
Xxxxxxxxxx
Whereas QPQ is willing to obtain a loan up to the amount of USD 500.000 (in
words: five hundred thousand United States Dollars), and IFFC is willing to
grant such loan on terms and conditions described below,
Whereas PKP is willing to obtain a loan up to the amount of USD 250.000 (in
words: two hundred fifty thousand United States Dollars), and IFFC is willing to
grant such loan on terms and conditions described below, and also in separate
agreements concluded between IFFC and PKP,
Whereas QPQ owns 41.258 shares of a value of PLN 148.49 each (hereinafter
referred to as the Shares) in the PKP and agrees to transfer the Shares to IFFC
to secure its rights resulting from this Agreement or any loan agreement
concluded pursuant to this Agreement. Agreement on Transfer of Shares as
Collateral (hereinafter referred to Transfer Agreement) is attached hereto as
Exhibit 1.
Now therefore the Parties of this Agreement, hereby have agreed as follows:
LOAN
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1. Terms and conditions of loan to be granted to QPQ
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1) IFFC agrees, on terms and conditions adopted in this Agreement to grant a
loan to the QPQ for its investment in Poland, and in accordance with QPQ
request, in the amount up to USD 500.000 (hereinafter referred the Loan)
in one installment.
2) QPQ shall give to IFFC not less than 1 business day notice of the
installment.
3) QPQ shall pay interest at the rate of 9% p.a. (hereinafter referred to as
the Rate). Interest shall be calculated on a daily basis over 360 days in
a year and shall accrue on all amounts outstanding, hereunder at the Rate.
4) The Loan and interest shall be repaid by QPQ in full not later than 3
months from the date this Agreement, has been signed. QPQ shall have the
right to prepay the principal amount, without penalty.
5) All payments shall be made without any set-off or counterclaim and shall
be made in full without any deduction or withholding whatsoever.
6) All repayments of the Loan shall be made by QPQ in USD (US dollars) to the
bank account indicated under separate notification made by IFFC to QPQ
TERMS AND CONDITIONS OF IFFC UNDERTAKING.
2. UNDERTAKING to grant loan and/or loans to PKP
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1) IFFC agrees, on terms and conditions adopted in this Agreement and also
separate loan agreements, to grant a loan and/or loans to PKP, for the
development of the network of its restaurants in Poland, or for repayment
of PKP current liabilities and in accordance with PKP's request and/or
requests, in the aggregate amount not exceeding USD 250.000 (in words: two
hundred and fifty). The amount of each drawdown shall be described in PKP
request as above.
2) PKP shall given to IFFC not less than 1 Business Days notice of the
drawdown.
3) Other terms and conditions of the above mentioned loans such as interest
rate and manner of repayment, shall be defined in separate loan agreement
and/or agreements to be concluded by and between IFFC and PKP.
4) The provisions of this Agreement executed by and between the
parties,hereto shall apply and shall be effective in respect to the
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validity and performance of any separate loan agreement concluded by and
between IFFC and PKP pursuant to this Agreement.
3. Event of Default.
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IFFC may declare the outstanding amounts to be immediately due and payable and
any undrawn portion shall cease to be available if any of the following shall
occur.
1) There is a failure to make a repayment of any principal or interest due
hereunder when the same is due, or
2) There is a failure to make a repayment of any principal or interest due
under any loan agreement concluded pursuant to this Agreement when the
same is due, or
3) any legal proceeding are started for the liquidation or bankruptcy of the
QPQ and/or PKP
4) QPQ and/or PKP shall use or any portion of any loan, granted by IFFC for
purposes other than provided for in this Agreement or any separate loan
agreement concluded pursuant to Agreement without IFFC prior approval in
writing.
4. Exclusive Rights.
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Upon happening of any Event of Default IFFC in addition to any other right IFFC
may have IFFC shall be released from its obligation to transfer the Shares back
to QPQ (which obligation results from that Transfer Agreement) and shall have
the right to apply the Shares as repayment of PKP or QPQ obligations hereunder.
If IFFC elects to do so (retain the ownership of shares) the parties shall be
free from any obligations or claims against each other in particular PKP and/or
QPQ shall be free from obligations resulting from this Agreement and/or
agreements entered into pursuant to this Agreement.
5. Exclusive Agreement.
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This Agreement supersedes all prior agreements and understandings,either verbal
or written, in the matters relating to the Loan or any loans granted upon this
Agreement.
6. Governing Law.
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This Agreement is subject to the law of the Republic of Poland.
7. Counterparts
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This Agreement has been signed in three counterparts, one copy for each Party
and all of which constitute one and the same document.
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9. Controversies
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Any claims disputes or controversies which shall arise in connection with this
Agreement or any other agreement concluded pursuant to this Agreement, which may
not be settled amicably shall be settled before Arbitration Court by Polish
Chamber of Commerce (Krajowa Izba Gospodarcza) in Warsaw in accordance with the
rules of this Court. The language of arbitration shall be English.
In the name of IFFC: /s/ Xxxxxxxx Xxxxxxxx
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In the name of QPQ: /s/ C. Xxxxxxxx Xxxxxxxx
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In the name of PKP: /s/ Xxxx Xxxxxxxxxx
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by its
duly authorized representatives on the day and year first above written.
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