Exhibit 10.03
SCRS INVESTORS, LLC/MID-POWER SERVICE LOAN TERMS
This Line of Credit Agreement ("Agreement") by and between SCRS investors, LLC,
a Nevada limited liability corporation ("Lender") and Mid-Power Resource
Corporation, a Nevada corporation ("Borrower") is made and entered in to on this
31st day of October, 2002.
Borrower wishes to borrow from Lender for the purpose of maintaining its
obligations and holding its assets as are described in the attached agreements
identified for purposes of this Agreement as Wyoming I and Colorado II. Lender
desires to loan and to Borrower on the terms and conditions as set forth
hereinbelow.
Now, therefore, for good and valuable consideration the receipt and adequacy of
which are acknowledged, the parties agree as follows:
1. LOAN FOR VALUE RECEIVED, the undersigned ("Borrower"), promises to pay
on or before April 30, 2003 to Lender, or order, the aggregate
principal amount outstanding on Borrower's revolving line of credit as
shown on Lender's records which shall at all times be conclusive and
govern, with interest payable monthly on the unpaid balance outstanding
from time to time at an annual rate equal to nine percent (9%) per
annum.
Lender and Borrower will establish specific instructions and procedures
by which draws against said credit will be presented for disbursement.
Principal and interest shall be payable at the offices of Lender, 3800
Howard Hughes Parkway, Suite 860, Las Vegas Nevada.
In the event any holder hereof utilizes of an attorney in attempting to
collect the amounts due hereunder to enforce the terms hereof any
agreements related his indebtedness, or any holder hereof becomes party
plaintiff or defendant any legal proceeding in relation to the property
described in any instrument securing this note or for the recovery or
protection of the indebtedness evidenced hereby borrower, its
successors and assigns, shall repay to such holder hereof, on demand,
all cost and expenses so incurred, including reasonable attorney's
fees, including those costs, expenses and attorneys' fees incurred the
filing by or against the Borrower of any proceeding under any chapter
of the Bankruptcy Act, or similar federal or state statute, and whether
incurred in connection with the involvement of any holder hereof as
creditor in such proceedings or otherwise.
Lender and Borrower shall establish specific instructions and
procedures by which draws against said credit will be presented for
disbursement, but nothing contained herein shall create a duty on the
part of Lender to make said disbursement if Borrower is in default.
Lender agrees to lend to Borrower, and Borrower agrees to borrow form
Lender, up to $1,700,000.00 to complete the acquisition of leases and
to conduct drilling an exploration activities pursuant to the of the
Wyoming I and Colorado II Agreements.
2. Warranties. As a material inducement to Lender to enter into this
Agreement and to make the Loan to Borrower, Borrower and each signatory
who signs on its behalf unconditionally represents and warrants to
Lender as follows:
2.1. Borrower is duly formed and validly existing under the laws of
Nevada and has full power to consummate the transactions
contemplated.
2.2. Borrower has full authority to execute this Agreement to
undertake and consummate the contemplated transactions
contemplated.
2.3. This Agreement constitutes a legal and binding obligation of,
and is valid and enforceable against, each party other than
Lender, in accordance with the terms of each.
3. Events of Default. At the option of Lender, each of the following
events will constitute a default (each and "Event of Default"):
(a) failure to comply with the terms of this Agreement;
(b) if an insolvency proceeding is commenced by or against
Borrower, or if Borrower acknowledges insolvency.
3.1. Option to Act. On the occurrence of any Event of default, in
addition to its other rights in this Agreement, at law, or in
equity, Lender may, without prior demand, exercise any one or
more of the following rights and remedies:
(a) Termination of Disbursements. Terminate its obligation
to make disbursements.
(b) Acceleration. Declare all sums owing to Lender under
this Agreement immediately due.
(c) Continuation of Disbursements. Make any disbursements
after the happening of any one or more of the Events of
default, without waiving its right to demand payment of
the Note or any other rights or remedies and without
liability to make any other or further disbursements,
regardless of Lender's previous exercise of any rights
and remedies.
(d) Legal and Equitable Remedies. Proceed as authorized at
law or inequity with respect to the Event of Default,
and in connection with that, remain entitled to
exercise all other rights and remedies described in
this Agreement.
4. Nonliability for Negligence, Loss, or Damage.
Borrower acknowledges, understands, and agrees as follows:
The relationship between Borrower and Lender is, and will at all times
remain, solely that of borrower and lender, and Lender neither
undertakes nor assumes and responsibility for or duty to Borrower to
select, review, inspect, supervise, pass judgment on, or inform
Borrower of the quality, adequacy, or suitability of work performed by
Borrower in the drilling and operations of the wells described in the
Wyoming I and Colorado II Agreements.
5. Controlling Law; Approvals. This Agreement be governed by and construed
in accordance with Nevada law.
6. Amendment. This Agreement may not be modified, waived, discharge, or
terminated expect by a written instrument signed by the party against
whom enforcement of the modification, waiver, discharge, or termination
in asserted.
7. Severability. If any terms, provision, covenant, or condition or any
application is held by a court of competent jurisdiction to be invalid,
void or unenforceable, all terms, provisions, covenants, and conditions
an all applications not held invalid, void, or unenforceable will
continue in full force and will in no way be affected, impaired, or
invalidated.
8. Integration And Interpretation. This Agreement contains or expressly
incorporates by reference the entire agreement between Lender and
Borrower with respect to the covered and supersede all prior
negotiations.
Executed as of the date first set forth above.
SCRS Investors, LLC Mid-Power Resource Corporation
/s/ James W. Scott /s/ Kenneth M. Emter
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By: By: