exhibit10_1.htm


    
      
          

      

      
        
          

          Execution
Copy 

        

        
          
 

      

       

    


    Loan Agreement

     

    Dated as of February 18th ,
2010

     

    
      	
              By and between:

            	
              HOMI
      Industries Ltd, an Israeli company, #512805193, whose address for
      the purposes of this Agreement shall be Gav-Yam Centre, Building
      #3,  3rd Floor, 9 Shenkar Street, Herzliya Pituach 46725,
      Israel; Fax: +972-9-9728626, e-mail: jackronnel@my-homi.com,
      with a mandatory
      copy to Reif & Reif Law Offices, 17-4 Yitzchak Rabin Road, Bet
      Shemesh 99585, Israel, Fax: +972-2-9997993, e-mail: Mail@ReifLaw.com
      (“HOMI”);

            


    

     

    
      	
              And:

            	
              Ilan
      Bahry, I.D. 032033136, email: Ilan@GlobalHorizonsGroup.com

            


    

     

    
      	
                

            	
              Amir
      Schechtman, I.D. 038299624, email: amirshechner@walla.com;
      and

            


    

     

    
      	
                

            	
              Oded
      Yeoshoua, I.D. 27373026, email: Oded@GlobalHorizonsGroup.com

            


    

     

    
      	
                

            	
              all of whose address for fhe purposes of this
      Agreement shall be c/o Ilan Bahry, 44 Balfour Street, Tel-Aviv 65226
      (individually and collectively, the “Lender”);

            


    

     

    
      	
              Whereas:

            	
              HOMI owns a turnkey computerized minibar system,
      including 280 HOMI®
      computerized minibars, a central unit and a license to HOMI®
      software, whose installation is scheduled for the end of February 2010 at
      the Fashion 26 Wyndham Hotel, located at 152 West 26 street, New York, USA
      (the “Hotel”
      and the “Minibar
      System”, respectively), and which HOMI’s affiliate, HOMI USA, Inc.
      (the “Affiliate”),
      which is under common control as HOMI, will then operate under an
      outsource operation agreement which has been signed and entered into
      between the Affiliate and the Hotel (the “Operation”
      and the “Outsource
      Agreement”, respectively);
and

            


    

     

    
      	
              Whereas:

            	
              HOMI would like to take a loan from Lender, and
      Lender would like to grant a loan to HOMI, which will be repaid in
      accordance with and subject to the terms and conditions set forth
      herein;

            


    

     

     

    Therefore, the parties have made condition and agreed as
follows:

     

    
      	
              1.  

            	
              The
Loan

            


    

     

     

    
      	
              1.1  

            	
              Upon the terms and conditions set forth in this
      Agreement, Lender agrees to loan to HOMI the principal amount of
      $140,000.- (One hundred forty thousand US Dollars) (the “Loan”),
      being equivalent to $500 for each minibar in the Minibar
      System.

            


    

     

    
      	
              1.2  

            	
              All rights and obligations of Lender pursuant to this
      Agreement shall be allocated as follows: Ilan Bahry: 45%; Amir Schechtman:
      30%; Oded Yeoshoua (25%).

            


    

     

    
      	
              1.3  

            	
              The Loan will be made available to HOMI by February
      25th,
      2010  (hereinafter: the “Loan
      Date”), by means of SWIFT wire transfer to HOMI’s account No.
      725000/52 at Bank Leumi, branch No. 809. IBAN: IL690108090000072500052,
      either in US Dollars or, in Lender’s discretion, in New Israeli Shekels
      according to the Dollar/Shekel Representative Rate of Exchange last
      published prior to the transfer directions being given by
      Lender.

            


    

     

    
      	
              2.  

            	
              Repayment

            


    

     

     

    
      	
              2.1  

            	
              HOMI undertakes to repay the entire Loan, in the
      manner set forth below.

            


    

     

    
      	
              2.2  

            	
              On a monthly
      basis, for each month of the Operation, commencing as of the first
      calendar month following the Loan
Date:

            


    

     

    
      	
              a.  

            	
              HOMI will deliver to Lender a copy of its Affiliate’s
      monthly invoices to the Hotel in respect of the full amount of monthly net
      revenues from the Operation (“HOMI’s Invoice
      to the Hotel”), which the Hotel is obliged to pay to the Affiliate
      under the Outsource Agreement for that month (“Net Revenues
      from Hotel”), usually by the 10th
      of each calendar month.

            


    

     

    
      
        
        

      

      
        
          2

          
            

            
              Loan
Agreement - Wyndham

              HOMI
Industries - I. Bahry

              Execution
Copy

            

          

        

        
          
 

      

      
        
        

      

    

     

    
      	
              b.  

            	
              From the sum equal to the Net Revenues from Hotel,
      HOMI will deduct: (i) the cost of goods being sold via the Minibar System,
      with no margin to HOMI, (ii) Operations’ direct labour costs, (iii)
      maintenance fees of $0.06 per minibar per day, and (iv) a management fee
      of 8% of Net Revenues from Hotel (collectively, “Operational
      Payments”). The aforementioned maintenance fees are all-inclusive,
      and in return HOMI will take whatever action is needed, including parts
      and labour, to maintain the Minibar System in normal working
      condition.

            


    

     

    
      	
              c.  

            	
              If Net Revenues from Hotel, as collected by HOMI’s
      Affiliate, exceed Operational Payments by at least $3,500 then HOMI will
      pay to Lender a sum equal to 60% of all such excess, towards repayment of
      the Loan.

            


    

     

    
      	
              d.  

            	
              If Net Revenues from Hotel, as collected by HOMI’s
      Affiliate, exceed Operational Payments by more $2,100 but less than
      $3,500, then HOMI will pay to Lender exactly $2,100 towards repayment of
      the Loan.

            


    

     

    
      	
              e.  

            	
              If Net Revenues from Hotel, as collected by HOMI’s
      Affiliate, exceed Operational Payments by less than $2,100, then HOMI will
      pay to Lender a sum equal to 100% of all such excess, towards repayment of
      the Loan.

            


    

     

    
      	
              f.  

            	
              If Net Revenues from Hotel, as collected by HOMI’s
      Affiliate, do not exceed Operational Payments, then no payment will be
      made to Lender for that month.

            


    

     

    
      	
              g.  

            	
              Payments to Lender as set forth above will be
      effected on the 30th
      of the calendar month following the month for which payment is being made,
      by means of swift wire transfer to Lender’s joint account No 351325, at
      the Lincoln Branch (No. 772) of Bank HaPoalim (No. 12), IBAN
      IL780127720000000351325. All payments made to such account shall be deemed
      payments to Lender under this Agreement, and Lender alone shall be
      responsible for allocation and distribution of payments amongst
      Lender.

            


    

     

    
      	
              2.3  

            	
              The provisions of Sections
      ‎2.2c, ‎2.2d and ‎2.2e above shall only apply
      for the first 8 years of this Agreement (the “Initial
      Term”). Thereafter, HOMI will pay to Lender a sum equal to 60% of
      the entire amount by which Net Revenues from Hotel shall exceed
      Operational Payments, if at
all.

            


    

     

    
      	
              2.4  

            	
              A sample spreadsheet showing
      key elements of the mechanism for implementation of the provisions of this
      Section ‎2 above, is attached
      hereto as Exhibit
      A’.

            


    

     

    
      	
              2.5  

            	
              HOMI shall continue to effect
      the payments to Lender pursuant to Sections ‎2.2 and ‎2.3 above, for as long as
      the Operation continues in respect of the Minibar System. Initially, all
      payments made to Lender hereunder shall go towards repayment of the
      principal of the Loan. If and when the aggregate total of such repayments
      exceeds the principal of the Loan, such repayments shall be deemed
      interest on the Loan.

            


    

     

    
      	
              2.6  

            	
              If the Outsource Agreement is
      terminated during the Initial Term and the Minibar System removed from the
      Hotel, then HOMI will, at its own cost, reinstall the Minibar System at
      one or more other hotels at which the Minibar System will have equivalent
      revenue earning capacity as in the Hotel, as soon as possible and in any
      event within 6 months of its removal from the Hotel, and the period
      between said removal and reinstallation shall not be included in the
      Initial Term for the purposes of Section ‎2.3 above.

            


    

     

    
      	
              2.7  

            	
              If reinstallation was not
      performed within said 6 months, then HOMI shall be obliged, at any time
      during the following 3 months, to transfer the fixed charge being granted
      to Lender under Section ‎5.1 below, to other
      installed minibars, of equivalent value and revenue earning capacity, and
      such other minibars will then form the basis for the computations as set
      forth in Sections ‎2.2 and ‎2.3 above, provided that,
      for said 3 months, HOMI shall in any event repay to Lender 50% of the
      amount specified in Section ‎2.2e above.

            


    

     

    
      	
              2.8  

            	
              If the Outsource Agreement is terminated at the end
      of its third year, in the context of a purchase of the Minibar System by
      the Hotel, then HOMI will pay to Lender 75% of the payment it receives
      from the Hotel in respect of said purchase of the Minibar System, and
      this, together with all repayments already made to Lender prior to that
      time, will constitute full and final repayment of the Loan and all accrued
      Interest.

            


    

     

    
      
        
        

      

      
        
          3

          
            

            
              Loan
Agreement - Wyndham

              HOMI
Industries - I. Bahry

              Execution
Copy

            

          

        

        
          
 

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Specified Purpose of
  Loan

            


    

     

     

    
      	
              3.1  

            	
              The Parties hereby confirm and agree that HOMI
      requested the Loan for the sole purpose of using all of said Loan to
      finance its activity in the ordinary course of business, including making
      financing available to one or more of its subsidiaries and/or affiliates,
      to finance their activity in the ordinary course of business (the “Specified
      Purpose”).

            


    

     

    
      	
              3.2  

            	
              HOMI hereby undertakes to use the Loan solely for the
      Specified Purpose and not to use any part of the Loan for any purpose
      other than the Specified Purpose.

            


    

     

    
      	
              3.3  

            	
              HOMI hereby recognizes and
      acknowledges that Lender’s consent to make the Loan to HOMI in accordance
      with the terms hereof is inter alia subject to and in reliance upon HOMI’s
      undertaking as set forth in Section ‎3.2 above, which is a
      fundamental condition of this
Agreement.

            


    

     

    
      	
              4.  

            	
              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 all reasonable costs of collection,
including reasonable attorney fees and expenses, shall become immediately due
and payable:

     

    
      	
              4.1  

            	
              HOMI shall fail to make any payment which it is
      obliged to make under the terms of this Agreement and such failure is not
      fully remedied within thirty (30) days of HOMI’s receiving written notice
      from Lender of the occurrence
thereof;

            


    

     

    
      	
              4.2  

            	
              for the
      avoidance of doubt it is hereby stipulated and emphasized that it is the
      fundamental obligation and undertaking of HOMI to repay the Loan, in its
      entirety, and failure by HOMI to repay the Loan in its entirety shall be
      considered an Event of Default, regardless of the reason for such
      failure;

            


    

     

    
      	
              4.3  

            	
              HOMI shall default in the performance of any material
      covenant or obligation contained herein and such default is not remedied
      within thirty (30) days of HOMI’s receiving written notice from Lender of
      the occurrence thereof;

            


    

     

    
      	
              4.4  

            	
              HOMI uses and/or attempts and/or permits use of the
      Loan, or any part thereof, for any purpose other than the Specified
      Purpose;

            


    

     

    
      	
              4.5  

            	
              any representation or warranty made by or on behalf
      of HOMI to Lender, howsoever in connection with the Loan and/or this
      Agreement, shall at any time prove to have been materially incorrect or
      misleading;

            


    

     

    
      	
              4.6  

            	
              any judgment materially affecting the ability of HOMI
      to repay the Loan and pay the Interest shall be entered against HOMI 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;

            


    

     

    
      	
              4.7  

            	
              any proceedings seeking to declare HOMI bankrupt, or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement
      with creditors, composition of debts or any other similar proceedings
      shall be initiated against HOMI, and such proceeding shall not be
      dismissed within thirty (30) days;

            


    

     

    
      	
              4.8  

            	
              any event shall occur materially adversely affecting
      the ability of HOMI to repay the Loan under the terms of this
      Agreement.

            


    

     

    
      	
              5.  

            	
              Security and
  Collateral

            


    

     

     

    
      	
              5.1  

            	
              As security and collateral for the full and timely
      repayment of the Loan pursuant to this Agreement, HOMI will, promptly upon
      receipt of the Loan, cause its Affiliate to encumber the Minibar System by
      registering a first degree fixed charge over the Minibar System, in favour
      of the Lender and will take such action as is required in order to give
      this fixed charge full effect, including by means of its being reported
      and registered with the appropriate authorities, with a copy to Lender.
      This fixed charge will remain in force until the Loan has been repaid in
      full, at which time Lender will cooperate with HOMI in the cancellation
      and removal of the fixed charge.

            


    

     

    
      
        
        

      

      
        
          4

          

          
            Loan
Agreement - Wyndham

            HOMI
Industries - I. Bahry

            Execution
Copy

          

        

        
          
 

      

      
        
        

      

    

     

    
      	
              5.2  

            	
              Upon the occurrence of an
      Event of Default, and for as long as said Event of Default remains
      uncured, Lender may, without prejudice to any and all other rights,
      remedies and/or relief to which Lender may be entitled by law, exercise
      and realize any and all security interests and/or collateral granted to
      Lender by HOMI pursuant to the terms hereof, including the security and
      collateral as set forth in Section ‎5.1 above, without in any
      way derogating from HOMI’s obligation to pay to Lender any and all sums
      still owed by HOMI to Lender pursuant to the terms hereof even after said
      actions by the Lender.

            


    

     

    
      	
              5.3  

            	
              HOMI hereby recognizes,
      acknowledges and agrees that Lender may, at any particular time, hold
      various forms of security and/or collateral in respect of the Loan,
      whether received from HOMI or from any third party, including the security
      and collateral as set forth in Section ‎5.1 above (all such
      security and collateral being termed hereinafter, the “Collateral”),
      and that Lender’s rights herein with respect to the security and
      collateral as set forth in Section ‎5.1 above shall remain in
      full force and effect regardless of, and in addition to, any other
      Collateral then held by Lender, and Lender shall have full and absolute
      discretion as to the order and/or nature in which it exercises and/or
      realizes its rights in the Collateral, if at all, and as to the timing of
      any such exercise and/or realization, and HOMI hereby waives any and all
      claims, demands and/or actions, of any kind whatsoever, against Lender, in
      this regard.

            


    

     

    
      	
              5.4  

            	
              HOMI undertakes, from time to time forthwith upon a
      Lender’s demand, in order to guarantee Lender’s rights with respect to any
      current and/or and future creditors, to take any action and sign any
      instrument and/or form and/or agreement as per Lender’s request, in the
      event Lender and/or HOMI believes that any laws by which it or its assets
      are bound require such action or signature in order to accord full
      validity to the Collateral, against the whole
  world.

            


    

     

    
      	
              5.5  

            	
              If HOMI and/or the Affiliate cease to operate as a
      solvent, going concern, and Lender exercises its rights in the Collateral,
      thereby taking title in the Minibar System, then HOMI shall cause
      Affiliate to grant its consent to an assignment of the Outsource
      Agreement, to Lender.

            


    

     

    
      	
              6.  

            	
              HOMI’s General
  Covenants

            


    

     

     

    
      	
              6.1  

            	
              HOMI shall keep proper records and books of account
      in accordance with generally accepted accounting principles 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.

            


    

     

    
      	
              6.2  

            	
              HOMI shall conduct its affairs in such manner as is
      appropriate for the subsidiary of a public company whose shares are traded
      on the New York OTCBB, and in accordance with all laws and regulations by
      which it is bound.

            


    

     

    
      	
              7.  

            	
              Representations and
  Warranties

            


    

     

     

    HOMI hereby represents and warrants to Lender as
follows:

     

    
      	
              7.1  

            	
              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;

            


    

     

    
      	
              7.2  

            	
              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;

            


    

     

    
      	
              7.3  

            	
              that all actions on its part and on the part of its
      directors, 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 30 days of the date hereof.

            


    

     

    
      
        
        

      

      
        
          5

          
            

            
              Loan
Agreement - Wyndham

              HOMI
Industries - I. Bahry

              Execution
Copy

            

          

        

        
          
 

      

      
        
        

      

    

     

    
      	
              8.  

            	
              Miscellaneous

            


    

     

     

    Lender shall be entitled, at any time and without requiring
HOMI’s consent, to assign all or any part of his rights under this Agreement, to
any other entity. HOMI shall not be entitled to assign all or any part of its
rights and/or obligations under this Agreement, except to a subsidiary or
affiliate, without Lender’s advance written consent. 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. The Preamble, and any
Appendices, Exhibits or Schedules to this Agreement, constitute an integral part
hereof. The headings used in this Agreement are for convenience of reference
only and will not be used in the construction of this Agreement. Any use of the
word “including” in this Agreement shall be construed as meaning “including,
without limitation”, unless expressly stipulated to the contrary. All pronouns
contained herein, and any variations thereof, shall be deemed equally to refer
to the masculine, feminine or neutral, singular or plural, as the context may
require. No principle of construction against the drafter shall apply in any way
to this Agreement or any of the Exhibits, Appendices and/or Schedules attached
hereto. 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. 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. 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. This
Agreement shall be deemed to have been made and concluded in Israel and the
construction, validity and performance of this Agreement shall be governed by
the laws of Israel without giving effect to the conflicts of law principles
thereunder. By their execution hereof, the parties irrevocably agree to submit
all disputes arising hereunder to the jurisdiction of the competent courts of
Tel-Aviv, Israel. Notices sent by one Party to the other under this Agreement
will be sent by registered mail to the addresses specified in the Preamble,
delivered by hand, transmitted by fax, or sent by e-mail or other electronic
means of communication and will be deemed to have reached their destination
within 3 days of being deposited with the Post Office for dispatch as registered
mail (7 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, e-mail or other electronic means of communication. 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:

    
      	
              _______________________________

              HOMI

              Industries Ltd

            	  	
              ________________________________

              Ilan Barhy

               

            
	
              _______________________________

              HOMI

              Industries Ltd

            	  	
              ________________________________

              Amir Schechtman

            
	  	  	
              ________________________________

              Oded Yeoshoua