LOAN AGREEMENT
Exhibit
10.1
This
Loan
Agreement is hereby made between ________, (hereinafter
collectively the “Lender”) and Renewable Energy Resources, Inc.
(hereinafter the “Borrower”), and Mercatech Private Equity Management,
Ltd., and Mercatech, Inc., (Guarantor) as of this ___ day of July 2007
(the “Loan Date.”)
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LOAN
AMOUNT:
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Seven
Hundred Fifty Thousand U.S. Dollars
($750,000.00)
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TERM:
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Five
Years
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PAYMENT
OF INTEREST:
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Interest
on the unpaid principal amount of this Note shall accrue monthly,
at a
rate equal to eighteen percent (18%) per annum. Accrued
interest shall be paid to the Lender quarterly based on a calendar
year
and shall be cumulative.
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REPAYMENT:
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Repayment
on the principal may begin after two (2) years at which time
the Lender
may elect to call for the repayment of up to twenty five percent
(25%) of
the original principal. On subsequent anniversaries, the Lender
may, upon 180 days notice, elect to call for the repayment of
the
outstanding principal by not more than twenty five percent (25%)
of the
original principal amount. The unpaid principal balance under
this Note with all accrued and unpaid interest on the unpaid
principal
balance shall be paid in full on the fifth anniversary of the
date of this
Note.
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PREPAYMENT:
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Borrower
shall have the right to prepay at any time and from time to time,
without
penalty or premium, all or any portion of the outstanding principal
of
this Note. All prepayments of outstanding principal of this
Note shall be applied first to accrued interest, and second to
unpaid
principal.
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SHARES
IN BORROWER:
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Borrower
shall grant to Lender shares of its common stock, subject to
SEC Rule 144,
equal to Five percent (5%) of the value of the loan on the Loan
Date at
the closing price.
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REGISTRATION
RIGHTS:
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None,
other than those granted to other shareholders in
general.
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USE
OF FUNDS AND GUARANTEE:
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The
Lender’s funds will be used solely to fund the Springfield Energy Project,
LLC (“SEP”). SEP will guarantee this
Note.
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EVENTS
OF DEFAULT:
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An
“Event of Default” shall occur if at any time: (a) the Borrower becomes
insolvent, commits any act of bankruptcy, makes a general assignment
for
the benefit of creditors, liquidates or takes any step looking
toward
liquidation, makes or gives any notice of a bulk sale, or admits
in
writing the inability to pay debts as they mature; or (b) any
petition,
bankruptcy or insolvency or for any form of reorganization, composition,
extension, appointment of a receiver or other similar relief
of debtors
under state or federal law is filed by or against Borrower; or
(c) any
preceding, procedure or remedy supplementary to or in enforcement
of a
judgment is resorted to or is commenced against Borrower or with
respect
to any property of Borrower; or (d) any committee of creditors
of Borrower
is appointed or any meeting of Borrower’s creditors is called; or (e) any
receiver, court or governmental authority takes possession or
control of
any substantial part of the property of Borrower or Borrower’s affairs; or
(f) any of the events described in (a) through (e) above occurs
with
respect to any endorser, guarantor, surety or other person liable
upon or
for this Note; or (g) any warranty or order of attachment of
any property
of Borrower is served on Lender; or (h) the Lender deems itself
insecure.
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REMEDIES:
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In
the event an Event of Default shall occur and be continuing for
60 days
after delivery of a written notice of default, then in the sole
discretion
of the Lender and without further notice to the Borrower, the
unpaid
principal amount and the accrued interest hereunder, at the applicable
rate specified above, and all other sums due by Borrower under
this Note,
shall become immediately due and payable without presentment,
demand,
protest or other requirements of any
kind.
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COLLECTION
FEES:
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If
this Loan is placed with an attorney for collection, then the
prevailing
party shall be entitled to fees and costs pursuant to Florida
law.
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VENUE/JURISDICTION:
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This
Note and all questions relating to its validity, interpretation
or
performance and enforcement shall be governed by and construed
in
accordance with the laws of the State of Florida. Venue for all
actions seeking enforcement of this Note’s terms shall be the State Court
for Hillsborough County
Florida.
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LENDING
GUARANTOR:
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Mercatech
Private Equity Management, Ltd., and Mercatech, Inc., hereby
guarantee the
loan to be made by _______ to Renewable Energy Resources, Inc., which
is being invested into the Springfield Energy Project, LLC (SEP)
as
described in this loan agreement. Mercatech hereby agrees that
the funds,
in the amount of seven hundred and fifty thousand dollars ($750,000.00)
under the loan shall be secured by the Secured Medium Term Revolving
facility, in the amount of one hundred fifty million euros ('
150,000,000).
This guarantee is made for the purpose of securing the interest
that
Mercatech has in the success of RENW through the SEP
project.
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IN
WITNESS WHEREOF, Borrower and Lender, intending to be legally bound,
have caused their duly authorized representatives to execute and deliver
this
Note on the date first written above.
BORROWER:
| RENEWABLE ENERGY RESOURCES, INC. |
MERCATECH
PRIVATE EQUITY
MANAGEMENT
and MERCATECH, INC.
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/s/
Xxxxxxx X. Xxxxx
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/s/
Xxxx Xxxx
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Xxxxxxx
X. Xxxxx, Chief Executive Officer
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Xxxx
Xxxx, President and Officer
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