Exhibit 99.1
THIS LOAN AGREEMENT (this "Loan Agreement"), entered into in Montreal, on
September 12, 2005
BETWEEN
CAPEX INVESTMENTS LIMITED, a corporation legally constituted, having its head
office at suite 000, Xx-Xxxxx Xxxxx, Xx-Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx of
Mauritius, herein represented by Xxxxxx Xxxxxx, President of the company, duly
authorized as he so declares;
(the "Lender")
AND:
XL GENERATION AG, corporation legally constituted under the Laws of Switzerland,
having its head office at 00 Xxxxxxxxxxx, Xxx, Xxxxxxxxxxx, herein represented
by Xxxxx Xxxxxxx, duly authorized as he so declares;
(the "Borrower")
Whereas:
1) As of the date hereof, the Borrower has received a total of One Million Five
Hundred Thousand Dollars ($1,500,000.00USD) in advance from the Lender (the "Old
Advance"); and
2) As of the date hereof, the Lender has agreed to accept an additional loan
amount totalling Five Hundred Thousand Dollars ($500,000USD)(the "New Advance");
and
3) That certain previous advance to the Borrower of Four Hundred Thousand Swiss
Xxxxxx (400,000.00CHF) (the "Interlaken project") has been reimbursed in full.
Therefore, the parties hereto hereby agree as follows:
1) All of the Old Advance and the New Advances (collectively, the "Loan") shall
be governed by the terms and conditions of this Loan Agreement, and the clauses
of this Loan Agreement shall hereby apply to both the Old Advance and the New
Advance, but shall not, however, apply to the Interlaken project.
2) The total amount of the Loan ($2,000,000.00USD) shall be utilized by the
Borrower, and any parent, subsidiary or affiliate thereof, for its cash flow
needs.
INTEREST, TERM AND REIMBURSEMENT
3) The interest rate for the Loan will be ten percent (10%) annually, calculated
from the date of disbursement.
4) Interest on the Loan shall be calculated monthly on the total capital amount,
as
well after as before maturity, default or judgment, from the date of full
payment. Such interest rate is determined upon the basis of a three hundred and
sixty-five (365) day year.
5) The term for the Loan shall commence from date of the disbursement of the New
Advance of the Loan (the "Commencement Date").
6) The interest shall be computed beginning with the Commencement Date, and
shall be paid to the Lender at the same time as the reimbursement of the Loan,
in five equal annual instalments beginning on the six month anniversary of the
Commencement Date.
7) All, or any portion of the amounts due under this Loan Agreement may be
pre-paid to the Lender, at any time, without penalty.
PAYMENT
8) Any payment to the Lender must be made in U.S. currency at the address of the
Lender or to any other location in Canada that the Lender may designate in
writing.
ASSIGNMENT OR TRANSFER
9) The Borrower shall not assign, transfer, hypothecate or otherwise dispose of
the rights it has or may have in relation to the Loan.
TIME
10) Time shall be of the essence in this Loan Agreement.
DEFAULT
11) The Borrower shall be considered in default of any or all of the following
clauses, without prejudice to any other cases of default stipulated in this Loan
Agreement or provided for in the law:
a) if the Borrower fails to fulfill any of his obligations required by this Loan
Agreement; or
b) In the event that the Borrower becomes insolvent or bankrupt, makes an
assignment of his goods to his debtors, benefits or tries to benefit from the
Bankruptcy and Insolvency Act or from any other Canadian or foreign laws
relating to arrangements with creditors.
LOSS OF THE BENEFIT OF THE TERM
12) In all cases of default, the Lender may demand, without a demand letter or
notice,
the immediate payment of his claim, in principal, interest, costs and incidental
costs and exercise, at his sole discretion, any of the remedies provided for in
the law.
13) Exercise by the Lender of any of his rights in accordance with this Loan
Agreement or with the law does not prevent him from exercising any other right
he possesses.
REMEDIES
14) No act or omission on the Lenders part shall be construed as a desertion of
his rights in accordance with this Loan Agreement or a permission to act in a
manner contrary to the present stipulations, unless consented to in writing.
INDIVISIBILITY
15) All of the Borrower's Obligations resulting from this Loan Agreement are
indivisible and their execution may be required in whole from each of the heirs
or successors in interest hereof.
SPECIAL DECLARATION
16) Before entering into this Loan Agreement, the Borrower has obtained a copy
of this Loan Agreement and has benefited from all the necessary time to consider
its terms and conditions.
17) The Borrower has read all the clauses of this Loan Agreement and has had the
occasion to request any explanations on the nature and the scope of said
clauses, such explanations having been provided either by the Lender or by its
legal counsel; furthermore, the Borrower recognises that any external cause to
which this Loan Agreement refers to, was expressly brought to its attention and
satisfies it.
ELECTION OF DOMICILE
18) Any notice given to the Borrower shall be sent at the last address provided
in writing to the Lender. If the Lender does not find the Borrower at this
address, the may serve or produce any notice or communication addressed to him
at the office of the Superior Court of the District of Montreal where the
Borrower has elected domicile.
BORROWER'S REPRESENTATIONS
19) The Borrower warrants and represents to the Lender that:
a) The Borrower has not received nor has have any knowledge of any notice,
letter of demand, demand, writ or proceeding whatsoever accusing him of any
violation whatsoever to any law, regulation or order, from any governmental
authority having jurisdiction and there does not exist, at the date hereof,
against the Borrower, any judicial
proceeding or otherwise, nor any impending litigation, the outcome of which
could materially and unfavourably affect the Borrower; the Borrower, at the date
hereof, is not in default in regards to any judgement, decision, order,
injunction or decree of any court or arbitrator, or in regards to any agreement
or to any important contract;
b) The Borrower's compliance with this Loan Agreement does not, and will not
violate any other agreement to which the Borrower is, or will become, a party or
otherwise bound by.
SPECIAL PROVISIONS
20) This Loan Agreement is submitted in exclusivity to the Tribunals of the
province of Quebec,
21) This Loan Agreement is submitted in exclusivity to Laws of Quebec and the
Canadian that applies;
22) The Parties have expressively requested that this Loan Agreement be written
in English. Les parties ont expressement demandees que les presentes soient
redigees en anglais.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED THIS LOAN AGREEMENT:
In Montreal, this 12th day of September, 2005.
By: /s/Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
Proxy and representative of the Borrower
By: /s/Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx, President
Representative of the Lender
