Loan Agreement
EXHIBIT 10.2
This
Loan
Agreement (the “Agreement”) is entered into this 1st day of November, 2005 by
and between Asset
Growth Partners & Company, LLC., a New York limited company doing business
as “AGP & Company” (“AGP”); Cayman
Lender, Ltd., a Cayman Island exempted company (“Cayman”); and Green Mountain
Capital, Inc., a Nevada corporation (“GMCI”).
WITNESSESTH
:
WHEREAS,
AGP
wishes to provide funding in the amount of up to $25,000,000.00 (the “AGP
Funding”) to enable GMCI to re-organize itself by making various acquisitions
and integrating the entities or assets acquired (and liabilities assumed) into
GMCI’s business operations pursuant to GMCI’s Plan of
Re-organization;
WHEREAS,
prior
to the execution of this Agreement, AGP has already made expenditures and
extended, provided, or arranged for credit for the benefit of GMCI to enable
it
to begin to execute its Plan of Re-organization (the “AGP Preliminary
Funding”);
WHEREAS,
AGP
plans to make additional expenditures and extend, provide, or arrange for
additional credit for the benefit of GMCI to enable it to complete its Plan
of
Re-organization (the “AGP Additional Funding”);
WHEREAS,
Cayman
is a wholly-owned subsidiary of AGP;
WHEREAS,
the AGP
Preliminary Funding was made by AGP before Cayman became a wholly-owned
subsidiary of AGP;
WHEREAS,
AGP and
Cayman deem it advisable that the AGP Funding should be made to GMCI through
the
auspices of Cayman, and, accordingly,
(a)
AGP
will advance the proceeds of the AGP Additional Funding to Cayman, and Cayman
will then advance the proceeds of the AGP Additional Funding to GMCI;
and
(b)
as to
the AGP Preliminary Funding previously made by AGP, the Parties shall deem
said
proceeds to have been advanced by AGP to Cayman, and then by Cayman to GMCI,
so
that
(i)
Cayman shall be deemed to have received the AGP Preliminary Funding from AGP,
and Cayman shall be deemed to be indebted to AGP for the AGP Preliminary
Funding; and
(ii)
in
turn, Cayman shall be deemed to have advanced the AGP Preliminary Funding to
GMCI, and GMCI shall be deemed to be indebted to Cayman for the AGP Preliminary
Funding; so that
(A)
GMCI
shall be responsible for repaying the AGP Preliminary Funding to Cayman;
and
(B)
Cayman shall be responsible for repaying the AGP Preliminary Funding to AGP;
and
(C)
once
GMCI repays the amount of the AGP Preliminary Funding to Cayman, Cayman shall,
thereupon, repay the amount of the AGP Preliminary Funding to AGP.
WHEREAS,
the
Parties wish to memorialize their objectives and relationships in this Loan
Agreement.
NOW
THEREFORE,
In
consideration of the Promises and Mutual Covenants contained herein, given
by
each Party to the other in order to induce the other to enter into this
Agreement, and for other good and valuable consideration, the truth and
sufficiency of which are acknowledged, the Parties agree as follows:
1.
Defined Terms.
The
following terms shall have the following meanings for the purposes of the
Agreement:
(a)
“GMCI
Preliminary Funding Needs” shall mean those sums of money or availability of
credit which was needed to enable GMCI to begin
to
implement its
Plan
of Re-organization;
(b) “AGP
Preliminary Funding Accounting” shall mean an accounting by AGP of
the
expenditures made or credit extended, provided, or arranged for by AGP prior
to
the execution of this Agreement for the benefit of GMCI to enable it (GMCI)
to
begin to implement its Plan of Re-organization;
(c) “GMCI-to-Cayman
Preliminary Funding Obligation Memorandum” shall mean that writing, in the form
set forth herein as Exhibit
I,
in
which GMCI acknowledges its (GMCI’s) obligation to Cayman to repay Cayman for
the AGP Preliminary Funding, as set forth in the AGP Preliminary Funding
Accounting;
(d) “Cayman-to-AGP
Preliminary Funding Obligation Memoranda” shall mean that writing, in the form
set forth herein as Exhibit
II,
in
which Cayman acknowledges its (Cayman’s) obligation to AGP to repay AGP for the
AGP Preliminary Funding, as set forth in the AGP Preliminary Funding
Accounting;
(e) “GMCI
Additional Funding Needs” shall mean those sums of money or availability of
credit which shall be needed, from time to time, to enable GMCI to continue
to
implement and complete its Plan of Re-organization;
(f) “GMCI
Right to Additional Fundings” shall mean the right of GMCI to demand of Cayman,
from time to time, that, within 30 days after Cayman has received a
GMCI-to-Cayman Notice of Demand for Additional Funding, Cayman shall provide
GMCI with a sum of money or availability of credit equal
to
the GMCI Additional Funding Needs set forth in the Notice;
(g) “GMCI-to-Cayman
Notice of Demand for Additional Funding” shall mean the written notice, in the
form set forth herein as Exhibit
III,
that
GMCI shall deliver to Cayman to demand that Cayman provide it (GMCI) with the
GMCI Additional Funding Needs set forth in said Notice;
(h) “GMCI-to-Cayman
Additional Funding Obligation Memoranda” shall mean any of those writings, in
the form set forth herein as Exhibit
IV,
in
which GMCI acknowledges its (GMCI’s) obligation to repay Cayman for the Cayman
Additional Funding
(i) “Cayman
Additional Funding Needs” shall mean those sums of money or availability of
credit which shall be needed, from time to time, to enable Cayman to fund a
given GMCI Right to Additional Fundings;
(j) “Cayman
Right to Additional Fundings” shall mean the right of Cayman to demand of AGP,
from time to time, that, within 20 days after AGP has received a Cayman-to-AGP
Notice of Demand for Additional Funding, AGP shall provide Cayman with a sum
of
money or availability of credit equal
to
the Cayman Additional Funding Needs set forth in the Notice;
(k) “Cayman-to-AGP
Notice of Demand for Additional Funding” shall mean the written notice, in the
form set forth herein as Exhibit
V,
that
Cayman shall deliver to AGP to demand that AGP provide it (GMCI) with the Cayman
Additional Funding Needs set forth in said Notice;
(l) “Cayman-to-AGP
Additional Funding Obligation Memoranda” shall mean any of those writings, in
the form set forth herein as Exhibit
VI,
in
which Cayman acknowledges its (Cayman’s) obligation to repay AGP for the AGP
Additional Funding.
2. Funding
by Cayman to GMCI.
(a)
From
time
to time, GMCI shall deliver to Cayman a GMCI-to-Cayman
Notice of Demand for Additional Funding in which GMCI shall demand that Cayman
provide it (GMCI) with the amount of the GMCI Additional Funding Needs set
forth
in said Notice.
(b) Within
30
days after Cayman has received a given GMCI-to-Cayman Notice of Demand for
Additional Funding, Cayman shall provide GMCI with a sum of money or
availability of credit equal
to
the amount of the GMCI Additional Funding Needs set forth said
Notice.
(c)
Upon
receipt of said funding, GMCI shall immediately deliver to Cayman a
GMCI-to-Cayman Additional Funding Obligation Memoranda in a like
amount.
3.
Funding
by AGP to Cayman.
(a)
Immediately
upon receipt by Cayman from GMCI of a given GMCI-to-Cayman Notice of Demand
for
Additional Funding, Cayman shall thereupon deliver to AGP a Cayman-to-AGP
Notice of Demand for Additional Funding in a like amount.
(b)
Within
20
days after AGP has received a given Cayman-to-AGP Notice of Demand for
Additional Funding, AGP shall provide Cayman with a sum of money or availability
of credit equal to the amount of the Cayman Additional Funding Needs set forth
said Notice.
(c) Upon
receipt of said funding, Cayman shall immediately deliver to AGP a Cayman-to-AGP
Additional Funding Obligation Memoranda in like amount.
4.
Resolution
of the Benefits Received by GMCI from the AGP Preliminary
Funding.
(a) Following
the execution of this Agreement, AGP shall prepare and deliver to Cayman and
to
GMCI a copy of the AGP Preliminary Funding Accounting in which AGP shall set
forth the various AGP Preliminary Fundings, including any credit extended,
provided, or arranged for by AGP for the benefit of GMCI.
(b)
Immediately
following receipt by GMCI of the AGP Preliminary Funding Accounting, GMCI shall
deliver to Cayman the GMCI-to-Cayman Preliminary Funding Obligation Memorandum
in which GMCI shall acknowledge to Cayman its (GMCI’s) obligation to repay
Cayman for the AGP Preliminary Funding, as the same was set forth in the AGP
Preliminary Funding Accounting, so that
(i)
GMCI
shall thereupon be responsible for repaying the AGP Preliminary Funding to
Cayman.
(c)
Immediately
following receipt by Cayman of the GMCI-to-Cayman Preliminary Funding Obligation
Memorandum, Cayman shall deliver to AGP the Cayman-to-AGP Preliminary Funding
Obligation Memorandum in which Cayman shall acknowledge to AGP its (Cayman’s)
obligation to repay AGP for the AGP Preliminary Funding, as the same was set
forth in the AGP Preliminary Funding Accounting, so that
(i)
Cayman
shall thereupon be responsible for repaying the AGP Preliminary Funding to
AGP;
and
(ii)
upon
receipt by Cayman from GMCI of payment for the amount of the AGP Preliminary
Funding received by GMCI, Cayman shall thereupon repay the AGP Preliminary
Funding to AGP.
5.
AGP’s
Warranties and Representations.
AGP
represents and warrants to, and covenants and agrees with Cayman and GMCI as
follows:
(a) AGP
is
not now, nor in the future will be, or allow itself to become, an Affiliate
of
GMCI or Internet Communications PLC (“ITPLC”).
(b) AGP
is
a limited
liability company
duly
organized and validly existing under the laws of the jurisdiction in which
it
was incorporated.
AGP has
all requisite corporate power and authority to own, lease and operate its
properties and assets, and to carry on its business as presently conducted.
AGP
is qualified to do business as a foreign business organization in each
jurisdiction in which the ownership of its property or the nature of its
business requires such qualification, except where failure to so qualify would
not have a material adverse effect on AGP.
(c) This
Agreement has been duly authorized, validly executed and delivered on behalf
of
AGP and is a valid and binding agreement in accordance with its terms, subject
to general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally. All corporate action on the part of
AGP or its members necessary for the authorization, execution, delivery and
performance of this Agreement has been taken.
(d) The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both),
or
give rise to a right of termination, cancellation or acceleration of any
obligation or to a loss of a material benefit, under, any provision of the
charter or operating agreement of AGP, and any amendments thereto, or any
material mortgage, indenture, lease or other agreement or instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law ordinance,
rule or regulation applicable to AGP its properties or assets.
6.
Cayman’s Warranties and Representations.
Cayman
represents and warrants to, and covenants and agrees with AGP and GMCI as
follows:
(a) Cayman
is
not now, nor in the future will be, or allow itself to become, an Affiliate
of
GMCI or ITPLC.
(b) Cayman
is
a corporation
duly
organized and validly existing under the laws of the jurisdiction in which
it
was incorporated.
Cayman
has all requisite corporate power and authority to own, lease and operate its
properties and assets, and to carry on its business as presently conducted.
Cayman is qualified to do business as a foreign corporation in each jurisdiction
in which the ownership of its property or the nature of its business requires
such qualification, except where failure to so qualify would not have a material
adverse effect on Cayman.
(c) This
Agreement has been duly authorized, validly executed and delivered on behalf
of
Cayman and is a valid and binding agreement in accordance with its terms,
subject to general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors’ rights generally. All corporate action
on the part of Cayman, its directors and shareholders necessary for the
authorization, execution, delivery and performance of this Agreement has been
taken.
(d) The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both),
or
give rise to a right of termination, cancellation or acceleration of any
obligation or to a loss of a material benefit, under, any provision of the
Articles of Incorporation, and any amendments thereto, By-laws, Stockholders
Agreements and any amendments thereto of Cayman or any material mortgage,
indenture, lease or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law ordinance, rule or
regulation applicable to Cayman , its properties or assets.
7.
GMCI’s
Warranties and Representations.
GMCI
represents and warrants to, and covenants and agrees with AGP and Cayman as
follows:
(a) GMCI
is
not now, nor in the future will be, or allow itself to become, an Affiliate
of
AGP or Cayman.
(b) GMCI
is
a corporation
duly
organized and validly existing under the laws of the jurisdiction in which
it
was incorporated.
GMCI
has all requisite corporate power and authority to own, lease and operate its
properties and assets, and to carry on its business as presently conducted.
GMCI
is qualified to do business as a foreign corporation in each jurisdiction in
which the ownership of its property or the nature of its business requires
such
qualification, except where failure to so qualify would not have a material
adverse effect on GMCI.
(c) This
Agreement has been duly authorized, validly executed and delivered on behalf
of
GMCI and is a valid and binding agreement in accordance with its terms, subject
to general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally. All corporate action on the part of
GMCI, its directors and shareholders necessary for the authorization, execution,
delivery and performance of this Agreement has been taken.
(d) The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both),
or
give rise to a right of termination, cancellation or acceleration of any
obligation or to a loss of a material benefit, under, any provision of the
Articles of Incorporation, and any amendments thereto, By-laws, Stockholders
Agreements and any amendments thereto of GMCI or any material mortgage,
indenture, lease or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law ordinance, rule or
regulation applicable to GMCI , its properties or assets.
8.
Notice.
(a)
Any
notice, request, instruction or other document required by the terms of this
Agreement to be given to any other Party hereto shall be in writing and shall
be
given either
(i)
by
telephonic facsimile, in which case notice shall be presumptively deemed to
have
been given at the date and time displayed on the sender’s transmission
confirmation receipt showing the successful receipt thereof by the
recipient;
(ii)
by
nationally recognized courier or overnight delivery service in which the date
of
delivery is recorded by the delivery service, in which case notice shall be
presumptively deemed to have been given at the time that records of the delivery
service indicate the writing was delivered to the addressee;
(iii)
by
United
States or Royal Mail
sent by
registered or certified mail, postage prepaid, with return receipt requested,
in
which case notice shall be presumptively deemed to have been given at the time
that records of the United States Postal Service or Her Majesty’s Royal
Mail
indicate
the writing was delivered to the addressee.
(b)
Notice
shall be sent:
(i)
If
to
Cayman, to:
Cayman
Lender, Ltd.
x/x
Xxxx
& Xxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Xxxxxx
X.X.
Xxx
0000
Xxxxxx
Town
Grand
Cayman, Cayman Islands
Attention:
Xxxxxxx Xxxxxx
| Telephone Number: |
(345)
949 - 4123
|
| Facsimile Telephone Number: |
(345)
949 - 4647
|
(ii)
If
to
AGP, to:
AGP
&
Company, LLC
00
Xxxxxx
Xxxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx
X.
Xxxxxxxx, General Partner
| Telephone Number: |
(212)
274 - 8101
|
| Facsimile Telephone Number: |
(212)
274 - 8102
|
(iii)
If
to
GMCI, to:
Green
Mountain Capital, Inc.,
000
Xxxxx
Xxxxxxxx Xxxxxxxxx
00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
Attention:
Xxxxxx Xxxxxxxxx, President
| Telephone Number: |
(917)
620 - 6401
|
| Facsimile Telephone Number: |
(925)
955 - 0800
|
(iv)
or
to
such other address as a Party may have specified in writing to the
other
Parties using the procedures specified above in this Section.
9.
Choice
of Law, Venue, Arbitration, Waiver of Jury Trial.
(a) All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the Cayman Islands without regard to the rules of
private international law thereof.
(b) The
Parties irrevocably agree that the Grand Court of the Cayman Islands shall
have
exclusive jurisdiction in respect of any dispute, suit, action or proceeding
(“Proceedings”) which may arise out of or in connection with this Agreement and
that, without prejudice to the rules of service of said Court, Proceedings
may
be served by delivering the same in an envelope addressed to the Party to be
served at the address for such Party set out in Section
8
of this
Agreement.
10. Miscellaneous.
(a)
Appendices
and Exhibits; Entire Agreement. All
Exhibits to this Agreement are incorporated herein by reference and shall
constitute part of this Agreement. This Agreement sets forth the entire
agreement and understanding of the Parties relating to the subject matter hereof
and thereof, and it supersede all prior and contemporaneous agreements,
negotiations and understandings between the Parties, both oral and written,
relating to the subject matter hereof.
(b) Title
and Subtitles.
The
titles and subtitles used in this Agreement are used for the convenience of
reference and are not to be considered in construing or interpreting this
Agreement.
(c) Counterparts.
This
Agreement may be executed in multiple counterparts, each of which may be
executed by less than all of the Parties. each of which shall be deemed to
be an
original instrument which shall be enforceable against the Parties actually
executing such counterparts, and all of which together shall constitute one
and
the same instrument.
(d) Severability.
In the
event that any provision of this Agreement becomes or is declared by a court
or
other tribunal of competent jurisdiction to be illegal, unenforceable or void,
this Agreement shall continue in full force and effect without said
provision.
(e)
Amendment;
No Waiver.
No Party
shall be liable or bound to any other Party in any manner by any warranties,
representations or covenants except as specifically set forth in this Agreement.
Except as expressly provided in this Agreement, neither this Agreement nor
any
term hereof may be amended, waived, discharged or terminated other than by
a
written instrument signed by both parties hereto. The failure of the either
Party to insist on strict compliance with this Agreement, or to exercise any
right or remedy under this Agreement, shall not constitute a waiver of any
rights provided under this Agreement, nor estop a Party from thereafter
demanding full and complete compliance nor prevent a Party from exercising
such
a right or remedy in the future.
(e) Transaction
Costs.
Each
party shall bear its own legal fees and other out of pocket costs in connecting
with the negotiation and execution of this Agreement.
(f) Brokerage.
Each of
the Parties hereto represents that it has had no dealings in connection with
this transaction with any finder or broker which would impose a legal obligation
to pay any fee or commission. Each of the Parties agree to indemnify and hold
the others harmless against any and all liabilities to any persons claiming
brokerage commissions or finder’s fees on account of services purported to have
been rendered on behalf of the indemnifying party in connection with this
Agreement or the transactions contemplated hereby.
(g) Survival.
All
representations and warranties contained in this Agreement by the Parties shall
survive the termination of this Agreement.
IN
WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of
the
date first set forth above.
|
AGP:
Asset Growth Partners & Company, LLC., a New York
limited liability company doing business as “AGP &
Company”
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Xxxxxx X. Xxxxxxxx, Managing Member | ||
|
CAYMAN:
Cayman Lender, Ltd.
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Xxxxxx X Xxxxxxxx, President | ||
|
GMCI:
Green
Mountain Capital, Inc.
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Xxxxxx Xxxxxxxxx, President | ||
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Exhibits
Begin on the Following Page
Exhibit
I
(Respecting
the Obligation of GMCI to Repay Cayman for the AGP Preliminary
Funding)
GMCI-to-Cayman
Preliminary Funding Obligation Memorandum
Green
Mountain Capital, Inc.,
000
Xxxxx
Xxxxxxxx Xxxxxxxxx
00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
Telephone
Number: (917) 620 - 6401
Facsimile
Telephone Number:
(925)
955 - 0800
__________
____, 2005
Green
Mountain Capital, Inc. (“GMCI”) hereby acknowledges receipt from and
indebtedness to Cayman Lender, Ltd. (“Cayman”) of consideration in the amount of
$________________. 00 in the form of:
(a)
Cash
advanced by Cayman to GMCI in the amount of $___________. 00
(b)
Credit provided, extended, or arranged for by Cayman to or for the benefit
of
GMCI in the amount of $ ___________ .00
GMCI
acknowledges that repayment is due on demand.
| COMPANY NAME CORPORATION | ||
| |
|
|
| Date: | By: | /s/ |
|
Xxxxxx Xxxxxxxxx, President,
and not personally.
|
||
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Exhibit
II
Appears on the Following Page
Exhibit
II
(Respecting
the Obligation of Cayman to Repay AGP for the AGP Preliminary
Funding)
Cayman-to-AGP
Preliminary Funding Obligation Memorandum
Cayman
Lender, Ltd.
x/x
Xxxx
& Xxxxxxx
Xxxxx
Xxxxx - Xxxxxxx Xxxxxx
X.X.
Xxx
0000
Xxxxxx
Xxxx
Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Telephone
Number (345) 949 - 4123
Facsimile
Telephone Number (345) 949 - 4647
__________
____, 2005
Cayman
Lender, Ltd. (“Cayman”) hereby acknowledges receipt from and indebtedness to
Asset
Growth Partners & Company. LLC., a New York limited company, doing business
as “AGP & Company” of
consideration in the amount of $________________. 00 in the form
of:
(a)
Cash
advanced by AGP to Cayman in the amount of $___________. 00
(b)
Credit provided, extended, or arranged for by AGP to or for the benefit of
Cayman in the amount of $ ___________ .00
Cayman
acknowledges that repayment is due on demand.
| |
|
|
| By: | /s/ | |
|
Xxxxxx
X. Xxxxxxx, as President, and not personally.
|
||
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Exhibit
III
Appears on the Following Page
Exhibit
III
(Respecting
the Request of GMCI for Additional Funding from Cayman)
GMCI-to-Cayman
Notice of Demand for Additional Funding
Green
Mountain Capital, Inc.,
000
Xxxxx
Xxxxxxxx Xxxxxxxxx
00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
Telephone
Number: (917) 620 - 6401
Facsimile
Telephone Number:
(925)
955 - 0800
Dated: __________
____, 2005
| To: |
Cayman
Lender, Ltd.
|
x/x
Xxxx
& Xxxxxxx
Xxxxx
Xxxxx - Xxxxxxx Xxxxxx
X.X.
Xxx
0000
Xxxxxx
Xxxx
Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Attention:
Xxxxxxx Xxxxxx, Esq.
| TelephoneNumber: |
(345)
949 - 4123
|
| Facsimile Telephone Number: |
(345)
949 - 4647
|
Notice
is
hereby given that, as presently foreseen, in order to continue to implement
and
complete its Plan of Reorganization, Green Mountain Capital, Inc. will need,
and
therefore demands that Cayman Lender, Ltd. advance to it, additional
consideration in the amount of $___________. 00 in the form of
(a)
Cash
in the amount of $___________. 00
(b)
Credit provided, extended, or arranged for in the amount of $___________.
00
______________________
Xxxxxx
Xxxxxxxxx, President
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Exhibit
IV
Appears on the Following Page
Exhibit
IV
(Respecting
the Obligation of GMCI to Repay Cayman for the Cayman Additional
Funding)
GMCI-to-Cayman
Additional Funding Obligation Memorandum
Green
Mountain Capital, Inc.,
000
Xxxxx
Xxxxxxxx Xxxxxxxxx
00xx
Xxxxx
Xxxxx,
Xxxxxxx 00000
Telephone
Number: (917) 620 - 6401
Facsimile
Telephone Number:
(925)
955 - 0800
__________
____, 2005
Green
Mountain Capital, Inc. (“GMCI”) hereby acknowledges receipt from and
indebtedness to Cayman Lender, Ltd. (“Cayman”) of consideration in the amount of
$________________. 00 in the form of:
(a)
Cash
advanced by Cayman to GMCI in the amount of $___________. 00
(b)
Credit provided, extended, or arranged for by Cayman to or for the benefit
of
GMCI in the amount of $ ___________ .00
GMCI
acknowledges that repayment is due on demand.
| COMPANY NAME CORPORATION | ||
| |
|
|
| By: | ||
|
Xxxxxx
Xxxxxxxxx, President,
and
not personally.
|
||
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Exhibit
V
Appears on the Following Page
Exhibit
V
(Respecting
the Request of Cayman for Additional Funding from AGP)
Cayman-to-AGP
Notice of Demand for Additional Funding
Cayman
Lender, Ltd.
x/x
Xxxx
& Xxxxxxx
Xxxxx
Xxxxx - Xxxxxxx Xxxxxx
X.X.
Xxx
0000
Xxxxxx
Xxxx
Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Telephone
Number (345) 949 - 4123
Facsimile
Telephone Number (345) 949 - 4647
Dated: __________
____, 2005
To:
AGP
&
Company, LLC
00
Xxxxxx
Xxxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxxxx, Managing Member
| Telephone Number: |
(212)
274 - 8101
|
| Facsimile Telephone Number: |
(212)
274 - 8102
|
Notice
is
hereby given that, as presently foreseen, in order to continue to implement
and
complete the Plan of Reorganization of Green Mountain Capital, Inc. Cayman
Lender, Ltd. will
need, and therefore demands that AGP
&
Company, LLC
advance
to it, additional consideration in the amount of $___________. 00 in the form
of
(a)
Cash
in the amount of $___________. 00
(b)
Credit provided, extended, or arranged for in the amount of $___________.
00
______________________
Xxxxxx
X.
Xxxxxxxx, President
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Exhibit
VI
Appears on the Following Page
Exhibit
VI
(Respecting
the Obligation of Cayman to Repay AGP for the AGP additional
Funding)
Cayman-to-AGP
Additional Funding Obligation Memorandum
Cayman
Lender, Ltd.
x/x
Xxxx
& Xxxxxxx
Xxxxx
Xxxxx - Xxxxxxx Xxxxxx
X.X.
Xxx
0000
Xxxxxx
Xxxx
Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Telephone
Number (345) 949 - 4123
Facsimile
Telephone Number (345) 949 - 4647
__________
____, 2005
Cayman
Lender, Ltd. (“Cayman”) hereby acknowledges receipt from and indebtedness to
Asset
Growth Partners & Company. LLC., a New York limited liability company doing
business as “AGP & Company” of
consideration in the amount of $________________. 00 in the form
of:
(a)
Cash
advanced by AGP to Cayman in the amount of $___________. 00
(b)
Credit provided, extended, or arranged for by AGP to or for the benefit of
Cayman in the amount of $ ___________ .00
Cayman
acknowledges that repayment is due on demand.
By:
______________________________________
Xxxxxx
X.
Xxxxxxx, as President, and not personally.
