EXHIBIT 10.34
LEDGER LOAN AGREEMENT
LOAN AGREEMENT
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THIS LOAN AGREEMENT is made this 23rd day of January, 2004.
BETWEEN:
LEDGER TECHNOLOGIES PTY, LTD (A.C.N. 085 887 921) of 00 Xxxxxxxx Xxxxx,
Xxxx Xx Xxxxx in the State of Victoria, Australia (hereinafter referred
to as "the Lender") of the first part;
AND
AVENUE GROUP, INC. of 00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxx,
Xxxxxxxxxx 00000, XXX (hereinafter referred to as "the Borrower") of
the second part.
WHEREAS:
A. The Borrower wishes to provide standby financing to fund Avenue
Energy, Inc.'s exercise of its 50% interest in the Karakilise-2 well;
B. Whereas unless the Borrower can obtain financing from other sources
for required payments likely to be due in connection with the drilling
of the Karakilise-2 well in the period between March and June 2004,
Borrower at various times, may need to borrow up to the sum of SEVEN
HUNDRED AND FIFTY THOUSAND DOLLARS ($US750,000.00) from the Lender;
C. From March 15, 2004 until May 15, 2004, the Lender is prepared to
make advances to the Borrower, as needed, of amounts equal up to the
sum of SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($US750,000.00), on
such terms and conditions as noted in this Agreement; and.
NOW THEREFORE IN CONSIDERATION of the terms and conditions set out
hereunder the parties heretofore agree as follows:
1. The Lender agrees, if necessary, to lend to the Borrower up to the
amount specified in Recital C hereof in intervals as needed, within 1
business day after the Borrower's request therefore (hereinafter
referred to as (the "Loan").
2. The details of every advance of funds by the Lender to the Borrower
pursuant to this Agreement shall be recorded in the Schedule of Loan
Advances in this Agreement, which shall be signed by a Director of the
Lender and a Director of the Borrower.
3. The Loan shall be repaid by the Borrower to the Lender when: (a) in
the opinion of the Lender, the Borrower has received adequate
additional financing to repay the Loan and (b) a majority of the Board
of Directors of the Borrower determines, that the Company will be able
to pay its debts and other obligations as and when they become due and
payable after the repayment of the Loan.
4. Interest calculated daily at a rate of 9% per annum on all loan
funds from time to time advanced pursuant to this Agreement shall be
paid by the Borrower to the Lender upon repayment of the said Loan.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
6. This Agreement shall be binding on and enure to the benefit of the
assignees and successors in title of the parties.
7. If an provision of this Agreement is held invalid, unenforceable or
illegal for any reason, this Agreement shall remain otherwise in full
force and the said provision shall be read down to such extent as may
be necessary to ensure that it does not infringe the laws of the said
State and as may be reasonable in all the circumstances so as to give
it a valid operation of a partial character and in the event that such
provision cannot be so read down it shall be deemed void and severable.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
seals the day and year hereinbefore written.
LEDGER TECHNOLOGIES PTY LTD
Its Director: /s/ Xxxx Xxxxxxx
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Full Name: Xxxx Xxxxxxx
AVENUE GROUP, INC.
/s/ Yam-Hin Tan
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Yam-Hin Tan, Chief Financial Officer
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