--------------------------------------------------------------------------------
LOAN AGREEMENT
THIS AGREEMENT IS MADE THE 01 DECEMBER 2003
BY AND BETWEEN: XXXXX XXXXXX I.D.
00 XXXXXXXXXX XX. XXXXX- XXXX. XXX XXXX, XXXXXX (the
"LENDER");
AND: HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC., a
Delaware corporation, whose address for the purposes of
this Agreement shall be 00 Xxxx Xxxxxx, Xxxxx 000, Xxx
Xxxx, Xxx Xxxx 00000 (the "BORROWER")
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. THE LOAN
1.1 Upon the terms and conditions set forth in this Agreement, the
Lender agrees to loan to the Borrower the principal amount of
US$150,000. - (One hundred and fifty thousand Dollars) (the "LOAN").
1.2 The Loan will be made available to the Borrower upon signing this
agreement hereof (hereinafter: the "LOAN DATE"), by means of SWIFT
wire transfer to the Borrower's account No. 0605079633 at HSBC
Republic Bank, a division of HSBC Bank USA, in the branch located at
000, Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
2. INTEREST
2.1 The Borrower shall pay interest on the entire outstanding balance of
the Loan, commencing as of the Loan Date, at a fix rate of 4% per
annum (the "INTEREST").
2.2 On the Repayment Date, the Borrower shall pay the Lender, all of the
Interest that has accrued and is outstanding on the Loan up until
that date.
3. REPAYMENT
3.1
A. If there remains an Outstanding Balance at December 01, 2008,
then the Borrower shall repay to the Lender, in one or more
repayments, the entire Loan as well as all accrued Interest,
less any amounts prepaid, if at all, as soon after December
01, 2008 at which there is available to the Borrower cash-flow
from operations, or income from any investment, in an amount
sufficient to effect such repayments (the "REPAYMENT DATE").
B. Notwithstanding the foregoing, if there remains an Outstanding
Balance at December 01, 2008, in respect of the part of the
Outstanding Balance that is owed thereto, and it will be
impossible for the Borrower according to its cash-flow from
operation or another income from any other investment or
capital raised at the time than the loan will be prolonged in
the same terms for another 5 (five) years. The Borrower hereby
undertakes to repay such Outstanding Balance within the period
so stipulated, which will then be deemed the Repayment Date.
3.2 The Borrower may at any time prepay to the Lender, Outstanding
Balance, in whole or in part, upon the provision of 3 business days
advance written notice to the Lender.
1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4. BORROWER'S GENERAL COVENANTS
Borrower shall keep proper records and books of account in accordance with
generally accepted accounting principles (GAAP) consistently applied, and shall
maintain, preserve and keep all of its properties and assets in good working
order and condition, subject to ordinary wear and tear.
5. REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Lender as follows:
5.1 that it is duly organized and existing under the laws of the
jurisdiction in which it was incorporated, with the requisite
corporate or other power to own and operate its properties and
assets, and to carry on its business as presently conducted and to
execute and perform its obligations under this Agreement;
5.2 that this Agreement is valid and binding upon it and it is bound by
it and obliged to act in accordance with its terms; and that the
execution and performance by it of this Agreement, and compliance
therewith, and the consummation of the transactions contemplated by
this Agreement will not result in any violation of and will not
conflict with, or result in a breach of any of the terms of, or
constitute a default under, any document, other obligation, law,
regulation or order to which it is or will be party or by which it
is or will be bound;
5.3 that all corporate actions on its part and on the part of its
directors and shareholders, required for the authorization,
execution and performance by it of this Agreement and the
consummation of all the transactions contemplated herein, have been
obtained, or that they will be obtained within 90 days of the date
hereof ;
5.4 that this Agreement and the entire contents thereof do not require
that any notice be made to any authorities, other than notice which
has already been made by the Borrower or which will be made by the
Borrower in a timely manner, in accordance with all laws and
regulations by which the Borrower is bound.
6. EVENTS OF DEFAULT
The occurrence and continuation of any of the following events shall be
considered an Event of Default upon the occurrence of which the entire unpaid
balance of the Loan and Interest, and all reasonable costs of collection,
including reasonable attorney fees and expenses, shall become immediately due
and payable:
6.1 the Borrower shall fail to make any payment which it is obliged to
make under the terms of this Agreement;
6.2 for the avoidance of doubt it is hereby stipulated and emphasized
that it is the fundamental obligation and undertaking of the
Borrower to repay the Loan and pay the Interest, in their entirety,
on the Repayment Date, and that failure by the Borrower to repay the
Loan and pay the Interest, in their entirety, on the Repayment Date,
shall be considered an Event of Default, regardless of the reason
for such failure, and without either Lender being required to
deliver any kind of notice to the Borrower;
6.3 the Borrower shall default in the performance of any material
covenant or obligation contained herein or in any other agreement,
debenture, pledge, promissory note or other instrument of
indebtedness with a Lender and such default is not remedied within
thirty (30) days after the occurrence thereof;
6.4 any representation or warranty made by or on behalf of the Borrower
to the Lender, howsoever in connection with the Loan and/or this
Agreement, shall at any time prove to have been incorrect or
misleading;
6.5 any judgment materially affecting the ability of the Borrower to
repay the Loan and pay the Interest shall be entered against the
Borrower or any attachment, levy or execution against a substantial
portion of its properties shall remain unpaid, or shall not be
released, discharged, dismissed, suspended or stayed for a period of
thirty (30) days or more after its entry, issue or levy, as the case
may be;
2
--------------------------------------------------------------------------------
6.6 any proceedings seeking to declare the Borrower bankrupt, or
insolvent, or seeking liquidation, winding up, reorganization,
arrangement with creditors, composition of debts or any other
similar proceedings shall be initiated against the Borrower, and
such proceeding shall not be dismissed within thirty (30) days;
6.7 any event shall occur materially affecting the ability of the
Borrower to repay the Loan and pay the Interest under the terms of
this Agreement.
7. MISCELLANEOUS
7.1 The Lender shall be entitled, at any time and without requiring the
consent of the Borrower or any other individual, to assign all or
any part of its rights under this Agreement, to any other entity.
The Borrower shall not be entitled to assign all or any part of its
rights and/or obligations under this Agreement, without the Lenders'
advance written consent.
7.2 No Amendment to this Agreement, or any part thereof, shall be valid
or binding upon the Parties unless drawn up in writing and signed by
both Parties.
7.3 No failure or delay on the part of any party in exercising any right
and/or remedy to which it may be entitled hereunder and/or by law
shall operate as a waiver by that party of any right whatsoever. No
waiver of any right under this Agreement shall be deemed as a waiver
of any further or future right hereunder, whether or not such right
is the same kind of right as was waived in a previous instance.
7.4 In case any provision of the Agreement shall be declared invalid,
illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or
impaired thereby and shall continue in full force and effect.
7.5 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and replaces any previous
agreements between the parties, if at all, whether written or
verbal, pertaining to any of the subject-matter hereof.
7.6 Notices sent by one party to the other under this Agreement will be
sent by registered mail to the addresses specified herein, delivered
by hand, or transmitted by fax and will be deemed to have reached
their destination within 5 days of being deposited with the Post
Office for dispatch as registered mail (10 days in the case of air
mail), upon actual delivery when delivered by hand, and upon receipt
of the recipient's confirmation of receipt when sent by fax.
7.7 This Agreement may be executed in any number of counterparts, in
original or by facsimile, and each such counterpart hereof shall be
deemed to be an original instrument, but all such counterparts
together shall constitute one and the same agreement.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS
LOAN AGREEMENT ON THE DATE FIRST ABOVE WRITTEN:
SIGNED for and on behalf of /s/ Xxxx Xxxxxxxx & Xxxxxxx Xxxxx )
---------------------------------
HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC. )
By: MESSRS. XXXX XXXXXXXX & XXXXXXX XXXXX )
SIGNED: /s/ Xxxxx Xxxxxx
------------------------------------- )
By: XXXXX XXXXXX
3
--------------------------------------------------------------------------------
