Loan Agreement
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Made and entered into this 18th day of February, 0000
Xxxxxxx
Xxxxxx Xxxxxxx Xxxxxxx XX
a Belgian company
of Xx Xxxxxxxxxx 00,
0000 Xxxxxxxxx/Xxxxxxxxxx, Xxxxxxx
(hereinafter - "Tabriz")
of the one part;
And
Arwol Holdings Ltd.
an Israeli company
of 00 Xxxx Xxxx Xx., Xxx-Xxxx 00000, Xxxxxx
(hereinafter - "Arwol")
of the other part;
Whereas Tabriz is prepared to grant to Arwol and Arwol is willing to accept from
Tabriz a loan in the sum of up to $11,500,000 (eleven million and five hundred
thousand United States Dollars) upon the terms and conditions set forth;
Now Therefore it is agreed and declared by and between the Parties as follows:
1. Tabriz hereby agrees to lend to Arwol and Arwol hereby agrees to borrow
from Tabriz the sum of up to $11,500,000 (eleven million and five
hundred thousand United States Dollars) (hereinafter - the "Loan").
2. Tabriz shall make the Loan available to Arwol in one or several
disbursements, as to Arwol's account at a bank to be designated by it.
The date or dates of actual disbursement are hereinafter called the
"Loan Commencement Date or Dates". In any event these dates shall not
be later than 30.04.98.
3. Arwol undertakes to repay to Tabriz the principal amount of each
disbursement of the Loan in one installment three (3) years after the
Loan Commencement Date (hereinafter the "Principal Repayment Date").
4. Arwol may, upon giving Tabriz seven (7) days notice, prepay the loan or
any part or parts of it on a date or dates to be stated in such notice
or notices.
5. (a) Arwol shall pay interest on the unpaid balance of the
principal amount of the Loan commencing as from the Loan
Commencement Date until the principal payment Date at the rate
stipulated in sub-para. (c) below.
(b) The interest shall be payable on the end of each one (1) year
period.
(c) The interest rate shall be 0.75% (three quarters of one per
cent) per annum over the London Interbank Offered Rate (the
"Libor Rate") for one year period, for deposits of similar
amounts.
The said Libor Rate will be determined on the commencement of
each one (1) year period.
6. All payments due from Arwol under this Agreement shall be made by
Tabriz in freely convertible US Dollars by paying some to such account
or accounts as Tabriz shall advise Arwol from time to time.
7. Should any date for the payment of principal or interest fall on a day
which is not a business day, then payment will be made on the next
following business day.
Payments of interest will be calculated up to the date of actual
payment.
8. Payments of interest due to Tabriz in connection with the Loan shall be
made by Arwol after deduction at source of Israeli Income Tax if and to
the extent such deductions is imposed under Law and regulations.
9. Any amount of principal or interest which has not been paid to Tabriz
on the due date thereof - unless the Parties have reached at least
thirty (30) days prior written consent to postpone the dates of payment
- shall bear arrears interest at the rate of 2% above the rate
mentioned in para. 5(c) above.
10. This Agreement will be governed by and construed in all respects in
accordance with the Laws of Belgium; and the Parties hereby submit to
the jurisdiction of the competent courts of Antwerpen, Belgium.
Tabriz shall also have the right, at its discretion, to bring any legal
action or proceeding arising out of or in connection with this
Agreement before the competent courts of Tel-Aviv, Israel.
11. This Agreement may be amended or varied only by an additional
instrument in writing duly signed by the Parties hereto.
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In Witness Whereof the Parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
Tabriz Anstalt Limited NV Arwol Holdings Ltd.
By By
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P. Steurbant X. Xxxxxxxxxx
Director Director
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