REVOLVING CREDIT AGREEMENT
BY AND
BETWEEN
PLATINA ENERGY GROUP, INC.,
as Borrower
AND
BLAIR MERRIAM,
as
Lender
Dated as
of December 12, 2005
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TABLE OF CONTENTS
ARTICLE 1 - CERTAIN
DEFINITIONS---------------------1
Section 1.1 Certain
Definitions-----------------1
Section 1.2
Construction------------------------2
ARTICLE 2 - LOANS, NOTES AND
PREPAYMENTS------------3
Section 2.1
Loans-------------------------------3
Section 2.2
Notes-------------------------------3
Section 2.3 Procedure for
Borrowing-------------3
Section 2.4 Repayment of
Loans------------------3
Section 2.5 Optional
Prepayments----------------4
Section 2.6
Indemnity---------------------------4
Section 2.7
Computations------------------------4
Section 2.8 Repayment of the
Loans--------------4
ARTICLE 3 - EVENTS OF
DEFAULT-----------------------4
Section 3.1 Events of
Default-------------------4
Section 3.2
Remedies----------------------------4
ARTICLE 4 -
MISCELLANEOUS---------------------------4
Section 4.1 Amendments,
etc.--------------------4
Section 4.2 Notices,
etc.-----------------------5
Section 4.3 No Waiver;
Remedies-----------------5
Section 4.4 Binding
Effect----------------------5
Section 4.5 Governing
Law-----------------------5
Section 4.6 Usury
Laws--------------------------5
Section 4.7 Section
Headings--------------------5
Section 4.8
Execution---------------------------5
Signatures------------------------------------------6
EXHIBITS
Exhibit A - Form of Request for
Borrowing-----------7
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REVOLVING CREDIT AGREEMENT
THIS
REVOLVING CREDIT AGREEMENT ("Agreement") is made as of December
12, 2005 by and between Platina Energy
Group, Inc., a Delaware limited
liability company ("Borrower"), and Blair
Merriam ("Lender").
EXPLANATORY STATEMENT
A.
The
Borrower is a wholly-owned subsidiary of the Lender.
B.
The
Borrower has requested, and the Lender has agreed to
make, certain Loans, advances and other financial
accommodations
to the Borrower on the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the promises set forth herein
and
for other good and valuable consideration,
the receipt and sufficiency of
which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE
1
CERTAIN DEFINITIONS
Section 1.1 Certain Definitions.
In addition to words
and terms defined
elsewhere in this Agreement, the following
words and terms shall have the
following meanings, respectively, unless
the context clearly requires
otherwise:
"Agreement" shall mean this Revolving
Credit Agreement, as the same may be
amended, restated, supplemented or
otherwise modified from time to time
hereafter, including all Schedules and
Exhibits hereto.
"Authorized Officer" shall mean either
Blair Merriam.
"Borrower's Account" shall mean the
Borrower's bank account as may be
designated by the Borrower from time to
time by written notice to the
Lender.
"Business Day" shall mean any day other
than a Saturday or Sunday or other
day upon which banks or the Lender are
authorized or required to close in
the State of Wyoming.
"Dollar," "Dollars," "U.S. Dollars" and the
symbol "$" shall mean the lawful
currency of the United States of
America.
"Event of Default" shall mean any of the
Events of Default described in
Section 3.1.
"Funding Date" shall mean the date on which
a Loan is made hereunder.
"Insolvency Event" shall mean, with respect
to any Person, (i) such Person
generally shall not pay its debts as such
debts become due, or shall admit
in writing its inability to pay its debts
generally, or shall make a general
assignment for the benefit of creditors; or
any proceeding shall be
instituted by or against such Person
seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding
up, reorganization, arrangement,
adjustment, protection, relief, or
composition of it or its debts under any
Law related to bankruptcy, insolvency or
reorganization or relief of
debtors, or seeking the entry of an order
for relief or the appointment of a
receiver, trustee, or other similar
official for it or for any substantial
part of its property provided; however, any
proceeding instituted against
such Person shall not constitute an
Insolvency Event if such proceeding has
been dismissed within 60 days of the
institution of such proceeding against
such Person; or (ii) such Person shall take
any action to authorize any of
the actions set forth in clause (i)
herein.
PAGE 1
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"Interest Rate" shall have the meaning
provided in Section 2.4(b).
"Law" shall mean any law (including common
law), constitution, statute,
treaty, regulation, rule, ordinance,
opinion, release, ruling, order,
injunction, writ, decree or award of any
Governmental Authority.
"Loan" shall have the meaning provided in
Section 2.1
"Loan Documents" shall mean this Agreement,
the Revolving Loan Note and any
other instruments, certificates or
documents delivered or contemplated to be
delivered hereunder or thereunder or in
connection herewith or therewith, as
the same may be supplemented or amended
from time to time hereafter in
accordance herewith or therewith, and "Loan
Document" shall mean any of the
Loan Documents.
"Person" shall mean any individual,
corporation, partnership, limited
liability company, joint-stock company,
trust, unincorporated organization or
association, joint venture, government or
political subdivision or agency
thereof, or any other entity.
"Post-Default Rate" shall mean, in respect
of any principal of any Loan or any
other amount under this Agreement, the
Revolving Loan Note or any other Loan
Document that is not paid when due to the
Lender (whether at stated maturity,
by acceleration, by optional or mandatory
prepayment or otherwise), a rate
per annum during the period from and
including the due date to but excluding
the date on which such amount is paid in
full equal to the lesser of 15% or
the maximum amount permitted by applicable
Law.
"Request for Borrowing" has the meaning
assigned to such term
in Section 2.3(a).
"Revolving Loan Note" means the promissory
note of the Borrower, payable to
the order of the Lender, in substantially
the form of Exhibit B hereto,
evidencing the aggregate indebtedness of
the Borrower to the Lender resulting
from Loans made by the Lender.
"Term of this Agreement" means from the
date hereof and for a period of twenty
(20) years thereafter unless sooner
terminated by the Lender.
"Total Loan Amount" shall mean up to
$100,000, as such amount may be reduced
from time to time in accordance with this
Agreement.
Section 1.2 Construction. Unless the context of this
Agreement otherwise
clearly requires, references to the plural
shall include the singular,
references to the singular shall include
the plural, references to the part
shall include the whole and references to
any masculine, feminine or neuter
pronoun shall include all other genders.
References in this
Agreement to
"determination" of or by the Lender shall
be deemed to include good faith
estimates by the Lender (in the case of
quantitative determinations) and good
faith beliefs by the Lender (in the case of
qualitative determinations). The
words "hereof," "herein," "hereunder" and
simila
