Exhibit 10.4
LOAN AGREEMENT
Agreement made this 3rd day of June 2004, by and between Life Energy Technology
Holdings, Inc., New Orleans , La USA, a Delaware Corporation ("Life Energy") and
Diamond Ridge Advisors, Inc 000 Xxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
("Diamond Ridge") a Delaware corporation,
Whereas Life Energy wishes to borrow and Diamond Ridge Advisors wishes to lend
to Life Energy or to Life Energy's Joint Venturer ("Joint Venturer") the amount
of four hundred and fifty millions dollars ($450,000,000) million dollars USD
bearing interest of 6% per annum (the "Note"), for ten years to fund the
expansion of Life Energy Primary business and the formation and funding of a new
subsidiary for Life Energy new Oil and Gas Division for business in Libya and
North Africa.
Now therefore, in consideration as set forth below and for good and other
valuable consideration, the parties agree as follows:
1. Life Energy agrees to issue the Note to Diamond Ridge Advisors at the
closing which shall occur on July 2, 2004 or as postponed by mutual consent
specified date. The Note is for a period of ten years from the date of issuance
and shall bear interest at 6% per annum payable monthly.
2. As at the closing of this Loan Agreement scheduled for July 2, 2004, Life
Energy and /or its Joint Venturer grants to Diamond Ridge Advisors an
irrevocable right of first refusal for the funding of all projects funded by
Life Energy using these funds. This right of first refusal will remain in full
force and effect for five years from the date hereof.
3. As at the closing of this Loan Agreement scheduled for July 2, 2004, Life
Energy and /or its Joint Venturer grants to Diamond Ridge Advisors an
irrevocable right of first refusal for the funding project in Libya and North
Africa. Diamond Ridge has the right to act, by mutual agreement as lead
syndicate in those cases when Diamond Ridge is not the direct lender.
4. Life Energy shall appoint Xx. Xxxxxxx Xxxxx of Diamond Ridge Advisors as
Vice President of the oil and gas division.
5. Attached hereto and made a part hereof as Exhibit A is the form of the Note
6. Attached hereto and made a part hereof as Exhibit B is a Profit
Participation Understanding by and between the parties hereto which grants to
Diamond Ridge for a period commencing on commercial production:
a. 6.5% of Life Energy's interest in any project funded through this
loan. Such profit participation as above said forth above shall
include net profits as determined in accordance GAAP. Distribution of
the profit participation as above set forth shall occur within 30 days
of the closing of yearly accounting.
b. 6.5% from the Joint Venturer interest in an operational biosphere
unit. Such profit participation as above said forth above shall
include net profits as determined in accordance GAAP. Distribution of
the profit participation as above set forth shall occur within 30 days
of the closing of yearly accounting.
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7. Life Energy and/or its Joint Vnturer agree to execute and cause to be filed
a Uniform Commercial Code (UCC) lien against any properties acquired by Life
Energy and funded by the Note or thereafter by exercise of the right of first
refusal to so fund.
8. Representations and Warranties of the Borrower. In order to induce Diamond
Ridge enter into this transaction, Life Energy makes the following
representations and warranties. Such representations and warranties shall
survive the closing of the transactions contemplated hereby.
a. Life Energy has all requisite power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
b. Life Energy warrants and represents that it is not now insolvent,
bankrupt, or contemplating bankruptcy, that there are no legal claims
filed or to its knowledge threatened against Life Energy.
c. This Agreement, when executed and delivered, will constitute a valid
binding agreement, enforceable in accordance with the terms, except
such as may be limited by bankruptcy, insolvency, reorganization, or
other laws affecting creditors' rights generally.
d. Neither the execution nor delivery of this Agreement to be executed
and delivered by Life Energy pursuant hereto, nor the consummation by
Life Energy of the transaction contemplated hereby, will require any
authorization, consent, approval, exemption or any other action by, or
notice to, any governmental entity.
e. Life Energy does not have material tax deficiencies, federal, state,
foreign, county, local, or other, that would or could affect the
solvency, final status of, or otherwise compromise Life Energy in its
ability to enter into this agreement
f. Within 30 days of closing date, the Borrower shall obtain D & O
insurance on the Company and its officers up to five ($5,000,000)
million dollars.
9. Amendment and Waiver. This Agreement may be amended, or the terms hereof
waived, only in writing and having been executed by all of the parties to this
Agreement.
10. Notices. All notices and other communications hereunder shall be delivered
in writing and shall be deemed to have been given if delivered by hand [with
receipt] or facsimile transmission [with transmission confirmation report], or
if deposited with a recognized overnight delivery service [with receipt],
addressed as follows:
If to: Life Energy & Technology Holdings Inc.
0000 Xxxxx Xxxxxxxxxx Xxx
Xxxxx 0X-0
Xxx Xxxxxxx, Xx 00000
Phone: 0-000-000-0000
Fax: 0-000-000-0000
If to : Diamond Ridge Advisors, Inc
000 Xxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
Phone: 000-000-0000
FAX: 000-000-0000
Or, at such other address as may hereafter be designated by either party by
written notice given hereunder. Notices sent by facsimile transmission must show
the sender's date and time of transmission information on such copy.
Loan principal balance and must provide 30 days written notice of such intent to
terminate.
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11. Governing Law and Sites for Litigation. This Agreement shall be governed by
the laws of the State of Louisiana without regard to any provisions or conflict
of law. The parties agree that any differences shall be filed and adjudicated in
this Governing Country.
a. Any dispute, controversy or claim arising out of or in relation to or
in connection with this Agreement or the activities carried out under
this Agreement, including without limitation any disputes as to
construction, validity, interpretation, enforceability or breach of
this Agreement shall be exclusively and finally settled by
arbitration, under the rules of Conciliation and Arbitration of the
International Chamber of Commerce, and the American Arbitration Act,
as such states as than enacted by three(3) Arbitrator. Each side shall
appoint (1) arbitrator within thirty (30 days of the submission of a
Notice of Arbitration. The Party-appointed arbitrators shall in turn
appoint a presiding arbitrator within 30 days following the
appointment of the Party-appointed arbitrators.
b. The arbitration proceedings shall be held in Louisiana, USA. The
arbitrators shall have at all times no financial interest I the
Parties, dispute, controversy or claim.
c. Awards shall be final and not subject to appeal. Judgments upon the
award may be entered in any court having jurisdiction over the Party
or the assets of the Party owing the Judgment or application may be
made to such court for a judicial acceptance of the award and an order
of enforcement, as the case may be.
12. Counterparts, Facsimile and Signatures. This Agreement may be signed in any
number of counterparts, and such shall be deemed an original together as one and
the same document. The parties agree that facsimile signatures which copy shall
show the sender's date and time of transmission shall be deemed an original.
13. Entire Agreement. This base Agreement and the associated Exhibits
constitute the entire agreement of the parties with respect to the subject
matter hereto and supersede any prior or contemporaneous understandings or
agreements.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed this Agreement as of the day and year last below written.
ACCEPTED ON BEHALF DIAMOND RIDGE ADVISORS, INC:
By: /s/ Kent Xxxxxxx Xxxxxxx
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Kent Xxxxxxx Xxxxxxx
Title: Chairman
Diamond Ridge Advisors
Date: June 3, 2004
ACCEPTED ON BEHALF OF LIFE ENERGY & TECHNOLOGY HOLDINGS INC.:
By: /s/ Dr CA XxXxxxxxx
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Dr CA XxXxxxxxx,
X.Xx., Ph.D., N.I.H.C., X.XX., M.ARVO., F.F., Ful.S.,
Title: Chief Executive Officer,
Life Energy & Technology Holdings Inc
for and on behalf of Life Energy & Technology Holdings Inc.
Date: June 3, 2004
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