Exhibit 99.1
MEMORANDUM OF AGREEMENT dated as of the 23rd day of June 2004
BY AND BETWEEN: ANFIELD LIMITED, a corporation duly incorporated under
the laws of the State of Israel
(hereinafter referred to as the "Borrower"),
AND: XXXXXXX X. XXXXXXXX, Executive, of the City of Montreal,
Province of Quebec,
(hereinafter referred to as the "Lender");
WHEREAS the Borrower currently owns a total of 847,240 Ordinary
Shares in Koor, all of which are pledged in favour of Bank Hapoalim B.M. (the
"Bank") by way of first-ranking security for all amounts owing to the Bank from
the Borrower under the terms of the Anfield Loan Agreement (as hereinafter
defined);
WHEREAS the parties hereto entered into a Loan Agreement (as
hereinafter defined) as of April 6, 1998 pursuant to which the Lender loaned
U.S.$25 million to the Borrower (the "SRB Loan");
WHEREAS the Lender has made a demand for payment of the SRB Loan
which the Borrower has been unable to pay;
WHEREAS the Borrower is desirous of satisfying its obligations under
the Loan Agreement by way of transfer to the Lender of Ordinary Shares in Koor
Industries Ltd. ("Koor"), pursuant to the provisions of section 3.6 of the Loan
Agreement;
WHEREAS the parties are desirous of setting forth their
understandings and agreements;
NOW, THEREFORE, THIS AGREEMENT WITNESSETH
1. The preamble hereto shall form an integral part hereof.
2. For the purposes of the present Agreement, the following terms shall have the
following respective meanings:
a) "Anfield Loan Agreement" means the loan agreement between the Bank
and the Borrower dated October 19, 1997 (as subsequently amended) as
the same shall be amended and restated on the date hereof;
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b) "Anfield Share Pledge" means the debenture entered into by the
Borrower in favour of the Bank on October 20, 1997 (as subsequently
amended), as the same shall be amended and restated on the date
hereof;
c) "Loan Agreement" means the loan agreement between the parties hereto
dated as of April 6, 1998;
d) "Pledged Securities" means the 847,240 Ordinary Shares in Koor and
any other assets pledged by the Borrower pursuant to the Anfield
Share Pledge.
e) "Recourse Securities" means the 209,338 Ordinary Shares in Koor
(forming part of the Pledged Securities) to be transferred by the
Borrower to the Lender pursuant to Section 3 hereof, and which
constitute all of the "Subject Koor Securities" under the terms of
the Loan Agreement.
Other capitalized terms herein shall have the meanings ascribed
thereto in the Loan Agreement unless otherwise indicated.
3. Pursuant to the provisions of Section 3.6 of the Loan Agreement, the Borrower
hereby transfers to the Lender the Recourse Securities, with good and marketable
title.
4. The Lender acknowledges that until such time as the Recourse Securities are
registered in the name of the Lender or in the name of one or more transferee of
the Lender, the Recourse Securities remain subject to the Anfield Share Pledge,
together with the 547,902 Ordinary Shares in Koor owned by the Borrower after
giving effect to the transfer set forth in Section 3 hereof and certain other
transfers contemplated by the Borrower.
5. The Lender agrees that he, or one or more transferee of the Lender, will pay
to the Bank an amount of 20,217,842 New Israel Shekels in partial repayment of
the amount owed by the Borrower under the Anfield Loan Agreement.
6. The Borrower represents and warrants to the Lender that the subject to
payment by the Lender of the amount referred to in Section 5 above, the Recourse
Shares will be transferred to the Lender free of the Anfield Shares Pledge and
free of any other encumbrance third party right, save for any such encumbrance
or right created by the Lender or any transferee of the Lender.
7. The Lender represents and warrants to the Borrower that:
a) the principal amount outstanding under the Loan Agreement is US$25
million;
b) no interest is due under the Loan Agreement;
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c) that upon transfer of the Recourse Shares to the Lender, the
Borrower has no further liability towards the Lender under the Loan
Agreement
8. Unless otherwise provided in this Agreement, any demand, request or notice to
be given under this Agreement shall be given by delivering the same or by
mailing, by registered mail, postage prepaid or by telexing by way of tested
telex or by telecopying the same, addressed as indicated opposite the names of
the signatories on the signature pages of this Agreement, or to such other
address as may be notified by any party to the others pursuant to Section 17.2
of the Loan Agreement:
b) If to the Borrower, at:
Xxxxxx, Xxx & Xxxxxx
Xxxx Xxxxx
Xxxxxxxx 0
Xxx Xxxx 00000
Xxxxxx
Attention: Mr. Xxxx Xxxxx
Fax: (000) 0 000 0000
c) If to the Lender, at:
x/x Xxxxxx Xxxx Xxxxxxxx & Xxxxxxxx
0000 XxXxxx College
00xx xxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Xxxxxx
Attention: Xx. Xxxxxxx Xxxxxxxx
Fax: (000) 000-0000
Any such demand, request or notice sent as aforesaid shall be deemed
to have been received by the party to whom it is addressed (a) upon receipt, if
delivered or sent by registered mail, (b) on the Business Day next following the
date of transmission if telexed and the appropriate answerback is received and
(c) if telecopied and transmission confirmation is received before 3:00 p.m. on
a Business Day, on that day and if telecopied and transmission confirmation is
received after 3:00 p.m. on a Business Day, on the Business Day next following
the date of transmission; provided, however, that in the event normal mail
service, telecopier service or telex service shall be interrupted by strike,
force majeure or other cause, then the party sending the demand, request or
notice, shall utilize any other mode of communication which shall ensure prompt
receipt of such demand, request or notice by the other party or parties.
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9. The parties agree that this Agreement is conclusively deemed to be made
under, and for all purposes to be governed by and construed in accordance with,
the laws of the Province of Quebec and federal laws of Canada applicable
therein.
10. The parties hereby submit to the non-exclusive jurisdiction of any court of
competent jurisdiction for the Province of Quebec in any action or proceeding
whatsoever by either of the Lenders to enforce its rights hereunder.
11. Any provision of this Agreement which is or becomes prohibited or
unenforceable in any jurisdiction, does not invalidate, affect or impair the
remaining provisions thereof and any such prohibition or unenforceability in any
jurisdiction does not invalidate or render unenforceable such provision in any
other jurisdiction.
12. No amendment, modification or waiver of any provision of this Agreement or
consent to any departure by the Borrower from any provision of this Agreement
will in any event be effective unless it is in writing and then the amendment,
modification, waiver or consent will be effective only in the specific instance,
for the specific purpose and for the specific length of time for which it is
given.
13. This Agreement may be executed in any number of counterparts, each of which
when executed and delivered is an original but all of which taken together
constitute one and the same instrument; any party may execute this Agreement by
signing any counterpart of it and may communicate such signing by telecopier or
otherwise.
14. The parties shall do all such further acts and execute and deliver all such
further documents as shall be reasonably required in order to fully perform and
carry out the terms of this Agreement.
15. The Parties confirm that they have requested that this Agreement and all
documents and notices contemplated thereby be drawn up in the English language.
Les Parties confirment avoir requis que cette convention et tous les documents
et avis qui y sont envisages soient rediges en langue anglaise.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be duly executed.
ANFIELD LIMITED
Per: /s/ Xxxx Xxxxx
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/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
