LOAN AGREEMENT
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This LOAN AGREEMENT (the "Agreement") is made as of the __ day of July, 2005 by
and among NES Worldwide, Inc., a Delaware corporation, with offices at 0000
Xxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx (the
"Borrower"), and Professional Trading Services S.A., a Panamanian corporation,
with offices at Xxxxxxxxxxx 0, 0000 X xxxx, Xxxxxxxxxxx (the "Lender")
The parties hereby agree as follows:
SECTION 1. AMOUNT AND TERMS OF THE LOAN
1.1 THE LOAN. Subject to the terms of this Agreement, the Borrower shall borrow
from the Lender and the Lender shall lend to the Borrower Fifty Thousand Dollars
($50,000) (the "Loan") pursuant to a promissory note in the from
attached hereto as Exhibit A (the "Note").
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1.2 INTEREST. The Loan shall bear interest on the unpaid principal balance
thereof from the date of disbursement until the Loan is repaid in full at a per
annum rate equal to eight percent (8%). Interest shall be payable at such time
as the principal is due hereunder.
1.3 METHOD OF PAYMENT TO LENDER. All payments of principal and interest on
the Note shall be paid directly to the Lender at its office as provided above,
or to such other place as the Lender shall designate.
1.4 TERM OF LOAN. The Loan shall be due and payable four months from the date of
the Note (the "Term Date"); provided, however, that if the Borrower provides the
Lender with written notice at least five days prior to the Term Date, the
Borrower may elect to extend the term of the Note once for an additional twelve
month period so that the Loan shall become due and payable sixteen months from
the date of the Note (the "Extended Term Date"). At any time after the Term Date
but before the Extended Term Date, the Borrower may elect to accelerate the
date, which in any event shall not be a date after the Extended Term Date (the
"Accelerated Term Date"), on which the Loan shall be due and payable by
providing written notice to the Lender at least five days prior to the
Accelerated Term Date.
SECTION 2. DELIVERY OF LOAN PROCEEDS. Upon execution of this
Agreement, (i) the Lender will deliver to Borrower a check or wire transfer
funds in the amount of $50,000 (the "Delivery Date"), and (ii) the Borrower
shall deliver to the Lender, the Note representing the Loan.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower hereby represents and warrants to the Lender as follows:
3.1 CORPORATE POWER. The Borrower has all requisite corporate power to execute
and deliver this Agreement and to carry out and perform its obligations under
the terms of this Agreement.
3.2 AUTHORIZATION. All corporate action on the part of the Borrower
necessary for the authorization, execution, delivery and performance of this
Agreement by the Borrower and the performance of the Borrower's obligations
hereunder, including the issuance and delivery of the Note, has been taken or
will be taken prior to the Delivery Date. This Agreement and the Note, when
executed and delivered by the Borrower, shall constitute valid and binding
obligations of the Borrower enforceable in accordance with their terms, subject
to laws of general application relating to bankruptcy.
3.3 GOVERNMENTAL CONSENTS. All consents, approvals, orders or authorizations of,
or registrations, qualifications, designations, declarations or filings with,
any governmental authority, required on the part of the Borrower in connection
with the valid execution and delivery of this Agreement, the offer, sale or
issuance of the Note or the consummation of any other transaction contemplated
hereby shall have been obtained and will be effective at the Delivery Date.
SECTION 4. REPRESENTATION AND WARRANTIES OF THE LENDER
4.1 PURCHASE FOR OWN ACCOUNT. The Lender represents that it is acquiring the
Note solely for its own account and beneficial interest for investment and not
for sale or with a view to distribution of the Note or any part thereof, has no
present intention of selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the same, and does not
presently have reason to anticipate a change in such intention.
4.2 NO COMMISSIONS. The Lender represents that it has no knowledge that any
commission or other remuneration is due or payable, directly or indirectly, to
any person or entity arising from the transaction contemplated hereby.
SECTION 5. MISCELLANEOUS
5.1 PROHIBITION ON TRANSFER OR ASSIGNMENT. The Lender agrees that it shall not
sell, transfer, assign, or otherwise convey the Note.
5.2 BINDING AGREEMENT. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any third party any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
5.3 GOVERNING LAW. This Agreement and the Note shall be governed by and
construed under the laws of the State of New York, without giving effect to
principles of conflicts or choice of laws thereof
5.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute this Agreement.
5.5 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are for convenience only and are not to be considered in constructing or
interpreting this Agreement.
5.6 NOTICES. Any notice required or permitted under this Agreement shall be
in writing given to the parties at their addresses indicated above, or at such
other address as such party may designate by ten (10) days advance written
notice to the other party. Copies of all notices shall be sent to Xxxx X.
Xxxxxxxxxx, Esq., Gottbetter & Partners, LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Telephone Number (000) 000-0000 and Facsimile Number (000) 000-0000.
Any notice so given shall be deemed given on the day transmitted; provided
however that if said transmission is made after 4:00 p.m. EST, the notice shall
be deemed given the following business day.
5.7 MODIFICATION; WAIVER. No modification or waiver of any provision of
this Agreement or consent or departure therefrom shall be effective unless in
writing and approved by the Borrower and the Lender.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
LENDER: BORROWER:
PROFESSIONAL TRADING SERVICES S.A. NES WORLDWIDE, INC.
By: /s/ Carlo Civalli By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: President
EXHIBIT A
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NES WORLDWIDE, INC.
Promissory Note
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US$50,000 July __, 2005
FOR VALUE RECEIVED, NES Worldwide, Inc., a Delaware corporation with an address
at 0000 Xxxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx (the "Borrower"),
hereby promises to pay to the order of Professional Trading Services S.A. (the
"Lender"), the sum of Fifty Thousand Dollars ($50,000) together with interest at
the rate of eight percent (8%) per annum four (4) months from the date of this
Note. Payment on this Note shall be made in lawful money of the United States
of America at such place as the Lender or any subsequent holder hereof shall
have designated to the Borrower in writing.
The Borrower hereby agrees to indemnify the holder of this Note against and hold
it harmless from any costs and expenses, including, without limitation,
reasonable attorneys' fees, disbursements and court costs, incurred by the
holder of this Note in connection with the enforcement of the terms hereof.
If this Note becomes due or payable on a Saturday, Sunday or public holiday
under the laws of the State of New York, the due date thereof shall be extended
to the next succeeding business day.
Presentment for payment, notice of dishonor, protest and notice of protest are
hereby waived.
This Note may not be modified orally, and shall be governed, construed and
interpreted under the internal laws of the State of New York without reference
to principles of conflicts or choice of law. Borrower agrees that any legal
suit, action or proceeding arising out of or relating to this Note shall be
instituted exclusively in the courts of the State of New York and waives any
objection to the venue of any such suit, action or proceeding and the right to
assert that such forum is not a convenient forum for such suit, action or
proceeding.
No delay on the part of any holder hereof in exercising any power or rights
hereunder shall operate as a waiver of any power or rights. Any demand or
notice hereunder to the Borrower shall be deemed duly given or made when sent,
if given by telecopier, when delivered, if given by personal delivery or
overnight commercial carrier, or the third day after deposit in the United
States mail, certified mail, return receipt requested, addressed to the Borrower
at its address (or telecopier number) set forth above or such other address or
telecopier number as may be hereafter designated in writing by the Borrower to
the Lender.
NES WORLDWIDE, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: President
