LOAN AGREEMENT
THIS
AGREEMENT
is
entered into this 28 day of November, 2007, by and between World
Group Shipping Ltd. , whose address is 3 Hayetzira St, Ramat Gan, Israel,
(“Lender”)
and
000
Xxxxxx Xxxxxx LLC, whose address is 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
(“Borrower 1”) and DCI USA, Inc. (“Borrower 2”) (Borrower 1 and Borrower 2
referred to collectively as “Borrowers”).
Recitals
WHEREAS,
Borrowers desires to borrow One Million Dollars (“the Loan Funds”).
WHEREAS,
Lender
desires to loan Borrowers the Loan Funds based upon the terms set forth
herein.
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants herein
contained, and for other good and valuable consideration, the parties agree
as
follows:
Agreement
1.
Loan Amount.
Lender
shall loan Borrowers the Loan Funds on December 3, 2007 (“the Closing Date”).
The loan shall bear interest at 1.5% per month. The term of the loan shall
be
for 6 months (“the Term”) whereupon Borrowers shall pay to Lender all principle
and accrued interest in U.S. dollars in one lump sum at a place in the U.S.
or
Israel provided by the Lender in writing. The Lender shall have the option
to
extend the loan term for up to one year beyond the Term (“the Extended Term”) on
the same terms and conditions as were in effect for the Term. Each of the
Borrowers shall be jointly and severably liable for the Loan Funds.
2.
Promissory Note.
Borrowers shall each execute a promissory note in the form as attached here
to
as Attachment 2 evidencing this transaction (“the Promissory
Note”).
3.
Option to Purchase Units.
Borrowers represent to the Lender that Borrower 1 owns a 30% interest in the
membership interests (“the NAPD Membership Interests”) of 000 Xxxxxx Xxxxxx
Property Development, LLC (“231 NAPD”), which in turn owns a 100% interest in
the building and premises located at 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
(“the
Premises”). Borrower 2 owns a 100% interest in Borrower 1 (“the NA Membership
Interests”). The Premises include 68 individual commercial condominium units
(“the Units”) which are currently listed for sale. The Premises have been newly
renovated and 231 NAPD is processing its application for a certificate of
occupancy.
The
parties understand that Borrower 1 might acquire a right to a distribution
of
its share of the unsold Units.
Borrowers
hereby grants to Lender for good and valuable consideration an option to
purchase any of the Units distributed to Borrower 1 at a price equal to 20%
less
than the then current market price (“Units Option”). The Units Option shall
remain extant and valid until either (a) six months from the effective date
of
this Agreement or (b) the Loan Funds and any accrued interest are fully repaid,
whichever period is longer. Lender shall have a first priority claim to all
distributions by 231 NAPD to Borrower 1 until the Loan Funds are repaid in
full.
1
4.
Option to Purchase Membership Interests. Borrowers
hereby grant to Lender for good and valuable consideration an option, at
Lender’s discretion, either (a) to purchase the NAPD Membership Interests for
$2,000,000 or (b) to purchase the NA Membership Interests for $2,000,000 (“the
Membership Interests Option”), which shall remain extant and valid until either
(a) six months from the effective date of this Agreement or (b) the Loan Funds
and any accrued interest are fully repaid, whichever period is longer. Lender
is
aware that the NAPD Membership Interests are currently pledged to Harlem Suites,
LLC, which owns 50% of 231 NAPD to secure the obligations of Borrower and other
parties.
.
5.
The Closing Date. The
closing of this transaction shall take place at New York, NY (“the
Closing”).
6.
Authorizations.
Borrower
1 represents that it is a single-asset and single-purpose limited liability
company and that it has no debts or obligations not directly related to the
Premises and that it has the authority to enter into this transaction. Borrower
2 represents that upon a decision of its board of directors, which shall be
taken prior to the Closing, that it has the authority to consummate this
transaction. A copy of the resolution of the board of directors of Borrower
2
authorizing this transaction shall be provided to Lender prior to the Closing.
7.
UCC Filing.
The
parties agree that Lender shall have the right to file a UCC filing setting
forth the Membership Interest Option and the Borrowers agree to execute any
and
all documents to effectuate same.
8.
Jurisdiction; Choice of Law.
The
parties agree to be subject to the jurisdiction of the State of New York and
that the enforceability and interpretation of this Agreement shall be governed
by the laws of the State of New York.
9. Binding
Agreement; Modification; Arbitration.
This
Agreement shall be binding upon the parties, their heirs, personal
representatives, successors and assigns and shall represent the full and
complete agreement between the parties superseding any prior agreements or
understandings. No amendments or modifications of this Agreement shall be
binding upon the parties unless in writing and signed by all of the parties.
Any
disputes arising out of this Agreement shall be subject to binding arbitration
pursuant to the rules of the Arbitration Association of New York or similarly
situated organization selected by the Lender.
10.
Initiation Fee
-
Borrower shall pay Lender the sum of $8,000 upon receipt of the Loan as
Initiation Fee. Lender shall provide an invoice on such amount.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement effective as of the day and year first
above written.
|
Borrower:
/s/ Marc Narboni______
Name: Xxxx Xxxxxxx
Title: CEO
|
Lender:
/s/ World Group Shipping Ltd.
Name: World Group Shipping Ltd.
Title:
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