Exhibit 10.5 Agreement for Sale of LLC Membership Units
AGREEMENT FOR SALE OF
LLC MEMBERSHIP UNITS
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MEMBERSHIP UNIT PURCHASE AGREEMENT made and entered into as of September
15, 2004, by and between SBI Oil and Gas Resource Exploration LLC, a Delaware
limited liability company (the "Seller") and Aztec Oil & Gas, Inc., a Nevada
corporation (the "Buyer").
Whereas, the Seller desires to sell to the Buyer, and the Buyer desires
to purchase from the Seller, a 31.283% membership unit interest (the "Units")
in Z2, LLC, a Florida limited liability company ("Z2") on the terms and
conditions set forth herein;
Now, therefore, in consideration of the mutual covenants, agreements,
undertakings, representations, and warranties contained herein, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Seller and the Buyer agree as follows:
1. Sale and Purchase of Membership Units. At the Closing provided for
in Paragraph 3, the Seller shall sell and transfer the Units to the Buyer
against payment by the Buyer of the Purchase Price provided for in Paragraph 2.
2. Purchase Price of Membership Units. The Purchase Price for the Units
is:
(a) The assumption and agreement to pay the unpaid balance of the
Purchase Price Obligation in the amount of Two Hundred Sixty-Five Thousand
Dollars ($265,000) described in that certain agreement for sale of 8.083 LLC
Membership Units dated August 1, 2004 by and between Business and Financial
Consultants, LLC, a Florida limited liability company, as Seller, and SBI Oil
and Gas Resource Exploration, LLC, a Delaware limited liability company, as
Buyer.
(b) The execution and delivery by Buyer of a Promissory Note in the
original principal amount of Two Hundred Fifty Thousand Dollars ($250,000)
payable on or before the expiration of two years after date and convertible,
at the option of the holder, into Two Hundred Fifty Thousand (250,000) shares
of common stock of Buyer in the form and substance attached hereto as
Exhibit A.
(c) Four Hundred Thousand (400,000) shares of common stock of Buyer
bearing the following restrictive legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN
THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER
THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.
3. Closing. The Closing of the sale and purchase of the Units shall
take place in Houston, Texas on such date and at such time as the Parties shall
agree, with an effective date of September 15, 2004. At the Closing, the
Seller shall deliver to the Buyer the original Membership Certificate, a copy
of which is attached as Exhibit B, representing the Units, duly endorsed to the
Buyer or as the Buyer may direct. At the Closing, the Seller and the Buyer
shall execute and deliver an Assignment of Limited Liability Company Interest
with respect to the Units (the "Assignment Document"), and the Seller shall
obtain and deliver the signatures to such Assignment Document by all members
of Z2 indicating their consent to the transfer of the Units and the admission
of the Buyer as a member of Z2.
4. Representations and Warranties of the Seller. The Seller represents
and warrants to the Buyer as follows:
(a) Organization and Qualification. Z2 is a duly organized and
validly existing limited liability company under the laws of the State of
Florida. Z2 has the power, authority and capacity to own, lease and operate
its properties, and to carry on its business, as the same is now being
conducted. Z2 is duly qualified as a foreign corporation to do business and
is in good standing in every jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except
where the failure to do so would not have an adverse material effect on Z2.
The total outstanding equity ownership of Z2 consists of 100 membership units.
(b) The Units. The Seller is the lawful owner of the Units, and the
Seller has the full power and authority to sell such Units, free and clear of
any liens or encumbrances whatsoever. All of the Units have been validly
issued and are fully paid and nonassessable and not subject to any capital call
or requirement to make any further capital contribution to Z2, except as
provided in the Z2, LLC Agreement Between Equity Holders among the members of
Z2 dated May 17, 2004 (the "Equity Holders' Agreement"). No person has any
present or future right (conditional, preemptive or otherwise) to acquire any
of the Units which has not been effectively waived with respect to the sale
and transfer contemplated hereby.
(c) Due Authorization; Enforceability. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
(including, without limitation, the sale and transfer of the Units) has been
duly authorized by all requisite action on the part of the managers and
members of the Seller. This Agreement constitutes the valid and binding
obligation of the Seller, enforceable in accordance with its terms.
(d) No Breach or Conflict. The sale of the Units contemplated by this
Agreement does not conflict with, or result in a breach of, or a default
under, the Operating Agreement of Z2 or any agreement or instrument to which
Z2 or the Seller is a party or by which Z2 or the Seller or the Units are
bound.
(e) Access to Information and Full Disclosure. The Seller has provided,
and until the Closing will continue to provide, to the Buyer the opportunity
to ask questions of and receive answers from representatives of Z2 concerning
the business and prospects of Z2 and to obtain any additional information
necessary to verify the information provided to the Buyer or otherwise relative
to the finances and business of Z2, to the extent that the Seller possesses
such information or can acquire it without unreasonable effort or expense.
The Seller is not aware of any material fact regarding Z2, the business and
prospects of Z2, or the industry in which Z2 operates which has not been
disclosed to the Buyer.
5. Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Seller as follows:
(a) Organization and Qualification. Buyer is a duly organized and
validly existing limited liability company under the laws of the State of
Nevada. Buyer has the power, authority and capacity to own, lease and
operate its properties, and to carry on its business, as the same is now
being conducted.
(b) Due Authorization; Enforceability. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
(including, without limitation, the sale and transfer of the Units) has been
duly authorized by all requisite action on the part of the board of directors
of the Buyer. This Agreement constitutes the valid and binding obligation of
the Buyer, enforceable in accordance with its terms.
(c) No Breach or Conflict. The sale of the Units contemplated by this
Agreement does not conflict with, or result in a breach of, or a default
under any agreement or instrument to which Buyer is a party or by which Buyer
is bound.
(d) Investment Intent. The Buyer is purchasing the Units for investment
and has no present intent of engaging in a distribution (as such term is
defined in the Securities Act of 1933, as amended) of such Units.
(e) Knowledge and Experience. The Buyer is an "accredited investor"
(as such term is defined in Registration D under the Securities Act of 1933,
as amended), is knowledgeable and experienced in businesses of the sort
conducted by Z2, and acknowledges that it has had the opportunity to make
inquiry of management of Z2 concerning the business and financial condition
of Z2 and has received answers to its inquiries that it considers fully
responsive and satisfactory.
(f) Investment Risk. The Buyer understands that the Units have not
been registered under the Securities Act of 1933, as amended, were acquired
by the Seller in a transaction exempt from the provisions of such Act, and
are being sold and transferred to the Buyer in a transaction which the Seller
(in reliance on the representations and warranties made by the Buyer herein)
believes is exempt from such registration requirements; that there is no
public market for the Units; and that the Buyer may be required to hold the
Units indefinitely. The Buyer is capable of evaluating the merits and risks
involved in the acquisition of the Units and is capable of bearing the
economic risk of such investment.
(g) Shares Duly Authorized. The 400,000 shares of common stock of Buyer
described in paragraph 2(c) hereinabove, have been duly authorized and, when
delivered to Seller, will be validly issued, fully paid and non-assessable
shares of common stock of Buyer.
6. Corporate Governance. The Seller and the Buyer agree that the Buyer
is acquiring the Units subject to the terms of the Equity Holders' Agreement
and of the Articles of Organization and Regulations of Z2.
7. Provisions to Survive Delivery. The representations, warranties,
covenants, indemnities, understandings, agreements, and other statements of the
Seller and the Buyer set forth in, or made in connection with, this Agreement
and the sale of the Units contemplated hereby, shall survive transfer of, and
payment for, the Units.
8 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Texas. All questions with respect to the
construction of this Agreement and the rights and liabilities of the parties
to this Agreement shall be governed by the laws of the State of Texas. Any
action or proceeding arising out of or relating to this Agreement shall be
brought in the State of Texas.
9. Assignment. Neither this Agreement nor any interest of any party
herein may be assigned, pledged or transferred without the prior written
consent of the parties hereto and subject to the provisions outlined in the
Equity Holders' Agreement.
10. Binding Effect. This Agreement shall inure to the benefit of, and
is binding upon, the parties hereto, and their respective heirs,
representatives, successors, assigns, and controlling person, but nothing
herein shall be construed as an authorization or right of any party to
assign its rights and obligations under this Agreement.
11. Waiver. No waiver of any provision hereof shall be valid unless
it is in writing and signed by the person against whom it is charged.
12. Notice. Any notice or demand required or permitted to be given
pursuant hereto must be in writing delivered personally or mailed by certified
mail, postage prepaid, addressed to the person at the address specified below,
or at an address changed in this manner.
If to the Buyer: L. Mychal Jefferson, II, CEO
Aztec Oil & Gas, Inc.
770 South Post Oak Lane, Suite 435
Houston, Texas 77056
With a copy to:
Robert L. Sonfield, Jr., Esq.
Sonfield & Sonfield
770 South Post Oak Lane, Suite 435
Houston, Texas 77056
If to the Seller: Matthew McGovern
SBI-USA LLC
610 Newport Center Drive, Suite 1205
Newport Beach, California 92660
With a copy to:
Melissa A. Mahler, Esq.
Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, New York 14603
13. Entire Agreement. This Agreement constitutes the entire agreement
upon the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the 15th day of September, 2004.
SBI Oil and Gas Resource Exploration LLC
By _______________________________
Shelly Singhal
Aztec Oil & Gas, Inc.
By _______________________________
L. Mychal Jefferson, II, CEO
By _______________________________
Robert L. Sonfield, Jr.
Attorney-In-Fact
Exhibit 10.6 - Term Credit Agreement
TERM CREDIT AGREEMENT
THIS TERM CREDIT AGREEMENT (this "Agreement") is made and entered into as
of August 12, 2004, by and between Aztec OIL & GAS, Inc., FKA Aztec
Communications Inc. ("Borrower") and HONG KONG LEAGUE CENTRAL CREDIT UNION
("Lender"), with reference to the following:
WITNESSETH:
WHEREAS, Lender desires to make a Term Loan to Borrower, and Borrower
desires to borrow from Lender the amount of such Term Loan, subject to and in
accordance with the terms and conditions set forth herein, and in the Term
Note Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the delivery,
receipt, and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:
"Business Day" means a day (a) other than Saturday or Sunday, and (b) on
which commercial banks are open for business in New York, New York, and Los
Angeles, California.
"Closing Date" means the date each of the conditions precedent set forth
in Section 5 hereof is fully satisfied.
"Event of Default" has the meaning set forth in Section 8.
"Interest Rate" has the meaning set forth in Section 2(c).
"Maturity Date" has the meaning set forth in Section 2(b).
"Note" has the meaning set forth in Section 2(d).
"Person" means an individual, corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization or any other
juridical entity.
"Term Loan" has the meaning set forth in Section 2(a).
2. Amount and Terms of the Term Loan.
(a) Term Loan Advance. Subject to the terms and conditions of this
Agreement, Lender hereby agrees to make a loan to Borrower (the "Term Loan")
on the Closing Date m the principal amount of One Million Nine Hundred Fifty
Thousand U.S. Dollars (U.S.$ 1,950,000), which amount may be repaid at any
time prior to the Maturity Date without premium or penalty, but may not be
reborrowed once repaid.
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(b) Term. All unpaid principal and accrued but unpaid interest of the
Term Loan shall, subject to subsection (c) below, be payable in full on July
31, 2005 (the "Maturity Date").
(c) Interest Rate and Interest Payments. Borrower shall pay interest
on the unpaid principal amount of the Term Loan from the Closing Date until
the Maturity Date, at a rate equal to ten percent (10.0) per annum (the
"Interest Rate"). Subject to Section 2(e) and 2(g) below, interest on the
outstanding principal amount of the Term Loan shall be due and payable to
Lender in arrears on the last Business Day of each calendar month, commencing
on the first of such dates following the Closing Date until the Maturity Date,
at which time all accrued but unpaid interest shall be due and payable.
(d) Promissory Note. The Term Loan shall be evidenced by a promissory
note (the "Note") in the form of Exhibit "A" attached hereto, duly executed
and delivered to Lender by Borrower.
(e) Interest on Event of Default. Upon the occurrence and during the
continuance of an Event of Default, Borrower agrees to pay interest on the
entire unpaid principal amount of the Term Loan, as well as on any interest
or other amount past due, from the date of such Event of Default until the
date the same is cured in full, payable on demand, at a fluctuating rate per
annum equal at all times to the Interest Rate plus two percent (2.0).
(f) Manner of Payment. All payments of principal or interest hereunder
or under the Note shall be delivered to Lender in immediately available funds
on the date due at such place as Lender may from time to time designate.
(g) Limitation on Interest Rate. In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest hereunder and charged or
collected by Lender or any holder of the Note exceed the highest rate
permissible under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. In the event that such a court
determines that Lender has charged or received interest hereunder or under the
Note in excess of the highest applicable rate, the rate in effect hereunder
and under the Note shall automatically be reduced to the maximum rate
permitted by applicable law and Lender shall apply all interest paid in excess
of the maximum lawful rate to the principal balance of the amounts outstanding
hereunder and under the Note. It is the intent of the parties hereto that
Borrower not pay or contract to pay, and that Lender not receive or contract
to receive, directly or indirectly in any manner whatsoever, interest in
excess of that which may be paid by Borrower to Lender under applicable law.
3. Representations and Warranties, hi order to induce Lender to enter
into this Agreement and to make the Term Loan contemplated hereunder.
Borrower hereby represents and wan-ants to Lender as follows:
(a) Legal Status. Borrower is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of Delaware.
Borrower is qualified or licensed to do business, and is in good standing as a
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foreign corporation in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so
licensed could have a material adverse effect on Borrower.
(b) Authorization and Validity. This Agreement and the Note have
been duly authorized, and upon their execution and delivery in accordance
with the provisions hereof and thereof will constitute legal, valid and
binding agreements and obligations of Borrower, enforceable in accordance
with their respective terms.
(c) No Conflict. The execution, delivery, and performance by Borrower
of this Agreement and the Note do not and will not conflict with the terms of
the Certificate of Incorporation or bylaws of Borrower, violate any provision
of any judgment, decree or order of any court or governmental authority by
which Borrower is bound, or any provision of any law or regulation applicable
to Borrower, or result in a breach of or constitute a default under any
contract, obligation, indenture, or other instrument to which Borrower is a
party or by which Borrower may be bound.
(d) No Consents. The execution, delivery, and performance by Borrower
of this Agreement and the Note do not and will not require any authorization,
approval, or other action by, or notice to or filing with, any governmental
authority, regulatory body, or any other person or entity.
(e) Use of Proceeds. No proceeds of the Term Loan will be used to
acquire any equity security of a class that is registered pursuant to Section
12 of the Securities Exchange Act of 1934, as amended.
(f) Margin Stock. Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation G or U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of the Term Loan will be used to purchase or
carry any margin stock or extend credit to others for the purpose of purchasing
or carrying any margin stock, or be used for any purpose which violates or is
inconsistent with the provisions of Regulation X of said Board of Governors.
4. Covenants. Borrower hereby covenants that until all amounts
outstanding hereunder and under the Note have been indefeasibly paid in full,
it shall:
(a) Punctual Payments. Punctually pay the interest and principal with
respect to the Term Loan as provided herein and in the Note.
(b) Existence. Do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its existence and comply with
the provisions of all documents pursuant to which it is organized and/or which
govern its continued existence; maintain all licenses, permits, governmental
approvals, rights, privileges, and franchises necessary for the conduct of its
business; and conduct its business in an orderly and regular manner and in
accordance with all laws, rules, regulations, and orders of any governmental
authority having jurisdiction over it or its business.
(c) Books and Records. Maintain adequate books and records in
accordance with generally accepted accounting principles consistently applied,
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and permit any representative of Lender, at any reasonable time, to inspect,
audit and examine such books and records, to make copies of the same, and to
inspect its assets and properties.
5. Conditions Precedent to Term Loan. The obligation of Lender to make
the Term Loan shall be subject to the condition precedent that Lender shall
have received each of the following, each in form and substance satisfactory
to Lender:
(a) This Agreement, duly executed by all of the parties hereto;
(b) The Note, duly executed by Borrower;
(c) Such additional supporting documents as Lender or its counsel
may
reasonably request.
6. Survival of Representations and Warranties. Borrower covenants,
warrants and represents to Lender that all representations and warranties of
Borrower contained in this Agreement or the Note shall be true at the time of
Borrower's execution of this Agreement and the Note, and shall survive the
execution, delivery and acceptance thereof by Lender and the parties thereto
and the closing of the transactions described therein or related thereto.
7. Events of Default. The occurrence of any of the following shall
constitute an "Event of Default" and shall, at the option of Lender, require
immediate payment in full of all sums then remaining unpaid hereunder and
under the Note:
(a) Failure to Pay the Note. The failure of Borrower to pay any
principal, interest or other amount due under the Note when due and payable.
(b) Breach of Covenant. Representation or Warranty. The failure of
Borrower to perform or observe any covenant, condition or agreement contained
in this Agreement (other than the payment obligations, the breach of which
shall be governed by subsection (a) above) where such failure is not cured
within five (5) Business Days, or any representation or warranty
made or deemed made by any of them under or in connection with this Agreement,
shall prove to have been false or misleading in any material respect when
made.
(c) Non-Payment of Indebtedness. Borrower shall default in the payment
when due of any indebtedness for borrowed money if the effect of any such
default is to cause or permit the acceleration of such indebtedness, or to
permit the holder of any note evidencing such indebtedness to cause the same
to become due prior to its stated maturity.
(d) Insolvency. Borrower shall become insolvent; admit in writing
its inability to pay its debts as they mature; make an assignment for the
benefit of creditors; or if bankruptcy proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtors shall
be instituted by or against it and, if instituted against it, the same is not
dismissed within thirty (30) days of the filing thereof.
(e) Dissolution. Any order, judgment, or decree shall be entered
against Borrower decreeing its involuntary dissolution or split up and such
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order shall remain undischarged and unstayed for a period in excess of thirty
(30) days; or Borrower shall otherwise dissolve or cease to exist.
8. Remedies. If an Event of Default shall occur, all amounts outstanding
hereunder or under the Note, notwithstanding any term of this Agreement or the
Note to the contrary, shall at Lender's option and without notice to Borrower
become immediately due and payable, without presentment, demand, protest or
notice of dishonor, all of which are hereby expressly waived by Borrower. All
rights, powers and remedies of Lender in connection with this Agreement and the
Note may be exercised at any time by Lender and from time to time after the
occurrence of an Event of Default, are cumulative and not exclusive, and shall
be in addition to any other rights, powers or remedies provided by law or
equity.
9. Miscellaneous.
(a) Failure or Indulgence Not Waiver. No failure or delay on the part
of Lender, or any holder of the Note in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof or of any other right, power or privilege.
(b) Modification. No modification, amendment or waiver of any
provision of this Agreement or the Note, nor the consent to any departure by
Borrower therefrom, shall in any event be effective unless the same shall
have been approved by Lender and shall be in writing signed by Lender and,
with respect to any amendment, Borrower. Such waiver or consent shall
then be effective only in the specific instance and for the purpose for which
given. No notice to or demand on Borrower in any case shall entitle Borrower
to any other or further notice or demand in the same, similar or other
circumstances.
(c) Notices. Except as otherwise expressly provided herein, any
notice herein required or permitted to be given shall be in writing and shall
be deemed effective when personally delivered, mailed, telecopied (with a
confirming copy sent by mail) or delivered by telex to the appropriate party
at the address set forth below (or at such other address as may be
designated by either party in a written notice sent in accordance with this
Section):
If to Borrower: Aztec Oil & Gas, Inc.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Telecopy No.: 949-679-7280
If to Lender: Hong Kong League Central Credit Union
c/o Bermuda Trust (Hong Kong) Limited
44/F Edinburgh Tower
The Landmark, 15 Queen's Road C
Hong Kong
with a copy to: SBI Advisors, LLC
2361 Campus Drive, Suite 210
5
Irvine.CA 92612
Telecopy No.: 949-679-7280
(d) Severability. In case any provision in this Agreement or the Note
shall be invalid, illegal or unenforceable, such provision shall be severable
from the remainder of such contract and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(e) Applicable Law. This Agreement and the Note, and the rights and
obligations of the parties thereto, shall be governed by the laws of the State
of California, exclusive of its conflicts of laws and choice of laws rules
that would or may cause the application of the laws of any jurisdiction other
than the State of California.
(f) Assignabilitv. Borrower shall not assign its rights or
obligations hereunder, or under the Note to any other Person without the prior
written consent of Lender, and any attempted assignment in violation hereof
shall be null and void ab initio. Lender shall have the right to assign their
rights and obligations hereunder and no consent or approval from Borrower is
required in connection with any such assignment.
(g) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(h) Section Headings. The various headings used in this Agreement are
inserted for convenience only and shall not affect the meaning or
interpretations of this Agreement or any provision hereof.
(i) Attorneys' Fees. In the event any party institutes any action or
proceeding to enforce the terms and conditions of this Agreement or the Note,
the prevailing party shall be entitled to reasonable attorneys' fees and costs.
(j) WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
AGREEMENT, THE NOTE OR THE SUBJECT MATTER HEREOF AND THEREOF OR ANY DOCUMENT
RELATING HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING OR WHETHER IN CONTRACT, TORT OR OTHERWISE.
(k) Integration. This Agreement and the Note reflect the entire
understanding of the parties with respect to the transactions contemplated
hereby and shall not be contradicted or qualified by any other agreement, oral
or written, whether before or after the date hereof.
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IN WITNESS WHEREOF, the parties hereto do execute this Agreement as of the date
first above written.
"BORROWER"
AZTEC OIL & GAS, INC., FKA AZTEC
COMMUNICATIONS, INC.
L. Mychal Jeffe3rson, President
By: /s/ Robert L. Sonfield, Jr.
--------------------------
Name: Robert L. Sonfield, Jr.
Its: Attorney-in-Fact
"LENDER"
HONG KONG LEAGUE CENTRAL CREDIT
UNION
By:_________________________
Name:________________________
Its:_________________________
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EXHIBITS
Exhibit "A" - Term Note
Exhibit A
to the Term Credit Agreement
FORM OF TERM NOTE
TERM NOTE
---------
Los Angeles, California
U.S.$1,950,000 August 12, 2004
FOR VALUE RECEIVED, the undersigned, AZTEC OIL & GAS, INC., FKA AZTEC
COMMUNICATIONS, INC. a Nevada corporation (the "Borrower") HEREBY
UNCONDITIONALLY PROMISES TO PAY to the order of HONG KONG LEAGUE CENTRAL
CREDIT UNION (the "Lender"), without offset or counterclaim, the principal
sum of ONE MILLION NINE HUNDRED FIFTY THOUSAND U.S. DOLLARS (U.S.$1,950,000)
on or before the Maturity Date (as such term is defined in the Credit
Agreement referred to below). The Borrower further promises to pay interest
on the Term Loan outstanding hereunder from time to time at the interest
rates, and payable on the dates, set forth in the Credit Agreement referred
to below. This Term Note may be prepaid at any time prior to the Maturity
Date without premium or penalty.
1. Payment. Both principal and interest are payable in lawful money of
the United States of America and in immediately available funds to the Lender
at c/o Bermuda Trust (Hong Kong) Limited, 44/F Edinburgh Tower, The Landmark,
15 Queen's Road C, Hong Kong, or such other place as the Lender may designate
in writing to the Borrower from time to time.
2. Record Keeping. The Lender shall record the amount of principal and
interest due and payable from time to time hereunder, each payment thereof and
the resulting unpaid principal balance hereof, in the Lender's internal
records, and any such recordation shall be rebuttable presumptive evidence of
the accuracy of the information so recorded; provided, however, that the
Lender's failure so to record shall not limit or otherwise affect the
obligations of the Borrower hereunder and under the Credit Agreement to repay
the principal of and interest on the Term Loan.
3. Credit Agreement. This Term Note is the Note referred to in, and is
subject to and entitled to the benefits of, that certain Term Credit Agreement,
dated of even date herewith (as amended, modified, renewed or extended from
time to time, the "Credit Agreement") between the Borrower and the Lender.
Unless otherwise defined herein, capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement. The Credit
Agreement provides, among other things, for acceleration (which in certain
cases shall be automatic) of the maturity hereof upon the occurrence of certain
stated events, in each case without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived.
4. Limitation on Interest Rate. In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest hereunder or under the
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Credit Agreement and charged or collected by the Lender or any holder of this
Term Note exceed the highest rate permissible under any law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that the Lender has charged or
received interest hereunder or under the Credit Agreement in excess of the
highest applicable rate, the rate in effect hereunder and under the Credit
Agreement shall automatically be reduced to the maximum rate permitted by
applicable law and the Lender shall apply all interest paid in excess of the
maximum lawful rate to reduce the principal balance of the amounts outstanding
hereunder and under the Credit Agreement. It is the intent of the parties
hereto that the Borrower not pay or contract to pay, and that the Lender not
receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of the maximum rate of interest that may be
paid by the Borrower to the Lender under applicable law.
5. Governing Law. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCLUSIVE OF ITS
CONFLICTS OF LAWS AND CHOICE OF LAWS RULES THAT WOULD OR MAY CAUSE THE
APPICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.
AZTEC OIL GAS, INC.
By:
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Name:
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Its:
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