EXHIBIT 10.12
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, hereinafter referred to as the "Agreement" is
made and entered into this 6th day of January, 1998, by and between Carnegie
International Corporation, hereinafter referred to as "Seller" and Alpina Tours,
LLC, a Virginia Corporation, hereinafter collectively referred to as
"Purchaser", regarding the transfer of all right title and interest in and to
the Corporation known as Electric Card Acceptance (Europe) Limited, hereinafter
referred to as the "Business".
R E C I T A L S
WHEREAS, Seller is the owner of One Hundred Percent (100%) of the
Business;
WHEREAS, the Seller has offered to sell all of Seller's right, title
and interest in and to the business and the Purchaser has agreed to purchase all
of Seller's right, title and interest in and to the Business; and
WHEREAS, it is agreed by all of the Parties concerned that the purchase
be consummated under the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the above Recitals, which shall
constitute a substantive part of this Agreement, and the mutual covenants,
promises, agreements, representations and warranties hereinafter set forth.
Purchase and Seller, hereby covenant, promise, agree, represent, and warrant as
follows:
1. TRANSFER OF RIGHT, TITLE AND INTEREST: Subject to the terms and
conditions provided herein, Seller agrees to sell, convey transfer, sign and
deliver to Purchaser and Purchaser hereby agrees to purchase, acquire and accept
for and in consideration provided herein all of Seller's right title and
interest in and to the Business, including the percentage of lease rights,
goodwill, assets and all other interests owned by the Business, pertaining to
said right title and interest.
2. CLOSING FOR PURCHASE OF RIGHT TITLE AND INTEREST: The consummation
of the purchase provided by this Agreement, hereinafter referred to as the
"Closing" shall take place on January 6, 1998, or at such other time as the
Parties may agree in writing, at the law offices of Gershberg ad Pearl, LLC,
00000 Xxxxxxxxx Xxxxx, Xxxxx 0, Xxxxxx Xxxxx, Xxxxxxxx 00000. Said day should be
referred to as "Closing Date".
3. PURCHASE PRICE: The Purchase Price to be paid by the Purchaser under
this Agreement shall be Two Hundred Fifty Thousand Dollars ($250,000) which
shall be evidenced by a confessed judgment Promissory Note made by Purchaser
payable to Seller which shall be executed by Purchaser, jointly and severally,
and delivered to Seller at Closing and provide for payment of the entire balance
on or before June 29, 1999. As security for payment on the Promissory Note.
Purchaser shall give Seller One Hundred Twenty-Five
Thousand (125,000) shares that it owns in Seller. The value of the shares on
June 29, 1999 may be credited towards Buyer's purchase price. The Note may be
paid without penalty.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND THE BUSINESS: The
Seller hereby represents and warrants to the Purchaser as follows:
A. The Business has, and at the time of Closing will have the
power and authority to own, lease and operate its properties and to conduct its
business as such business is now being conducted by the Business.
B. There has been, and prior to the Closing Date there will be, no
material adverse change individually or in the aggregate, of the Business'
position (financial or otherwise), or in the Business' assets or liabilities.
C. Seller hereby acknowledges that Purchaser has been given the
opportunity to review cash disbursement records, bank statements, and payroll
records since the inception of the business.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER: Purchaser represents
and warrants to Seller as follows:
A. That Purchaser is qualified and competent to operate the
Business, and that Xxxxx X. Xxxxxxx who is a principal of Purchaser has in fact
operated the Business for the Seller since its inception.
B. Purchaser hereby acknowledges that it has had the opportunity
to review, and has in fact reviewed the checkbook, records of cash
disbursements, bank records and payroll records for the Business since its
inception.
6. RESTRICTION OF TRANSFER OF RIGHT TITLE AND INTEREST:
Purchaser hereby agrees not to sell, convey, pledge, assign or
otherwise transfer the security it has placed into the custody of the Seller
without the prior written consent of the Seller unless and until Purchaser has
satisfied its obligation set forth in Section 3 hereof.
7. PERTAINING LAW: All matters regarding the interpretation of this
Agreement and all documents pertaining thereto shall be construed in accordance
with the laws of the State of Maryland.
8. CAPTIONS: The marginal captions set forth in this Agreement are for
convenience and reference only, and in no way define or limit the contents or
substance of this Agreement.
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9. ENTIRE AGREEMENT: The terms and conditions of this Agreement as set
forth herein, including any documents attached hereto, constitute the entire
contract and agreement between the Parties. No representations or promises other
than as set forth between the Parties have been made by any of the Parties as an
inducement to enter into this Agreement, and each party affirms that in entering
into this Agreement, it has relied on no promises or representations, other than
those expressly set forth herein. No amendments to this Agreement, verbal or
otherwise shall have a force or binding effect upon any party, its agent,
employees or successors, unless first duly approved and executed in writing by
Purchaser and Seller. This Agreement shall survive the closing.
10. SEVERABILITY: In the event that any provision or clause of this
Agreement conflicts with applicable law, such conflict shall not affect any
other provision of this Agreement which shall be given effect without the
conflicting provision, and to this end, the provisions of this Agreement are
declared to be severable.
IN WITNESS WHEREOF, the Parties have executed this Agreement the day
and year first above written.
SELLER
ATTEST: CARNEGIE INTERNATIONAL CORPORATION
/s/ /s/ Xxxxxx Xxxxxx
By: Xxxxxx Xxxxxx, President
PURCHASER
ATTEST: ALPINA TOURS, LLC
/s/ /s/ Xxxxx X. Xxxxxxx
By: Xxxxx X. Xxxxxxx, President
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PROMISSORY NOTE
$250,000 January 6, 0000
Xxxxxx Xxxxx, Xxxxxxxx
FOR VALUE RECEIVED, Alpina Tours, LLC, a Virginia Corporation, Maker,
promises to pay to the order of Carnegie International Corporation, its heirs,
personal representatives, or assigns, the principal sum of Two Hundred Fifty
Thousand Dollars ($250,000) which shall be due and payable on June 29, 1999, if
no sooner paid. Interest shall accrue at a rate of six percent (6%) per annum.
Payment shall be made in lawful money of the United States of America
at such place as may be designated by Carnegie International Corporation or the
holder of this Note.
Maker and each and every endorser and guarantor hereof waive
presentment, protest and demand, notice of protest, demand and dishonor, and
nonpayment of this Note, and agree to pay all costs of collection when incurred,
including reasonable attorney's fees, and to perform and comply with each of the
covenants, conditions, provisions and agreements contained in every instrument
evidencing or securing this said indebtedness.
And further, Maker does hereby empower any attorney of any Court of
record within the United States or elsewhere to appear for it, after default
herein, and after one or more complaints filed, confess judgment against it as
of any term for the above sum, with costs of suit and attorney's commissions of
fifteen percent (15%), for collection and release of all errors, and without
stay of execution and inquisitions, any extension upon any levy on real estate
is hereby waived, and condemnation agreed to, and the exemption of personal
property from levy and sale on the execution hereof, is also hereby expressly
waived, and no benefit of exemption be claimed under and by virtue of any
exemption law now in force or which may be hereafter passed.
This Note is secured via One Hundred Twenty-Five Thousand (125,000)
shares owned by Maker.
MAKER
ATTEST: ALPINA TOURS, LLC
/s/ /s/ Xxxxx X. Xxxxxxx
By: Xxxxx X. Xxxxxxx, President
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