Attached files
AMERIGO ENERGY, INC.
PROMISSORY NOTE
(THE "NOTE")
Up To: U.S. $4,969,000 Las Vegas, Nevada
January 18, 2014
FOR VALUE RECEIVED, Amerigo Energy, Inc., a Delaware Corporation, (the
"Company" or "Debtor"), hereby promises to pay to the order of George Zicman,
an individual, having a principal address of _______________________
(collectively, the "Note Holder") in lawful money of the United States of
America in immediately available funds per instructions of the Note Holder, on
the Due Date as defined below. The Debtor and Note Holder (collectively, the
"Parties".)
1. Note Amount: Note Holder hereby agrees the promissory note to be the sum
of Four Million Nine Hundred Sixty Nine Thousand Dollars ($4,969,000) (the
"Note Amount") and Debtor does hereby borrow and promise to repay this SENIOR
DEBT NOTE Amount and to be retired immediately per the terms described below.
2. Interest:The Note shall be non-interest bearing.
3. Payments:Principal and interest payments on the promissory note are to be a
minimum of forty five percent (45.0%) of the cash earned from EBITDA of Quest
Solutions, Inc. during the prior quarter. Once the Holder has received Three
Million Three Hundred Seventy Five Thousand Dollars ($3,375,000), the principal
and interest payments on the promissory note are to be a minimum of twenty two
and one half percent (22.5%) of the cash earned from EBITDA of Quest Solutions,
Inc. during the prior quarter. All payments are to be made within forty five
(45) days of the end of the quarter (March 31, June 30, September 30, and
December 31).
3.1 For purposes of this agreement, "EBITDA" is defined as accounting Net
Income on an accrual basis, as calculated using Generally Accepted Accounting
Principles (GAAP), with the adding back of Interest, Taxes, Depreciation, and
Amortization.
3.2 The balance of the promissory note is expected to be paid before February
18, 2016, or twenty five (25) months from the date of execution of this
agreement. Should the cash flow and payments from EBITDA during the term of
this agreement not be sufficient to pay off the loan prior to its maturation,
the loan will extend for additional twelve (12) months periods till paid off.
3.3 George Zicman is permitted to convert up to One Million Five Hundred
Ninety Four Thousand Dollars ($1,594,000) of the Promissory Note into common
shares of the Company at a ratio of one share for every $1.00 of promissory
note converted. This conversion feature is non-transferrable without written
consent from the Company.
4. Security & Assignment:
Grant of Security Interest. As an inducement for the Debtor to purchase the
Notes and to secure the complete and timely payment, performance and discharge
in full, as the case may be, of all of the Obligations, Debtor hereby,
unconditionally and irrevocably, pledges, grants and hypothecates to the Note
Holder, a continuing security interest in and to the Collateral (the "Security
Interest").
"Collateral" means the collateral in which the Note Holder is granted a
security interest by this Agreement and which shall include the assets of Quest
Solution, Inc.
Upon the occurrence of any of the following specified events (each an "Event of
Default):
a) The Debtor shall (i) default the payment then due of any principal
of any of this Note when due;
b) Debtor makes a general assignment of substantially all of its
assets for the benefit of creditors, or a petition in bankruptcy or under
any insolvency law is filed by or against Debtor and such petition is not
dismissed within sixty (60) days after it has been filed;.
then, upon the occurrence of any such Event of Default, and at any time
thereafter, if any Event of Default shall then be continuing; then the Note
Holder may declare that the entirety of the principal hereof, and the interest
due hereunder, to be immediately due and payable with late fees as described
above.
The Debtor may waive any Event of Default hereunder. Such waiver shall be
evidenced by written notice or other document specifying the Event or Events of
Default being waived and shall be binding on all existing or subsequent
Payee(s) under this Note.
The Debtor shall have the right to prepay the principal amount of this Note at
any time, or from time to time, without penalty or premium, provided that each
such payment shall be with the accrued interest to the date of prepayment.
A Business Day when used herein shall mean any day other than a Saturday,
Sunday or a day on which commercial banks are closed in the City of Las Vegas.
If a payment is due hereunder on a day which is not a Business Day then payment
shall be made on the following Business Day.
Any fees, including reasonable attorney's fees of the Note Holder, costs or
expenses incurred by the Note Holder in collecting or enforcing the obligations
of the Debtor under this Note shall be due and payable by the Debtor when
incurred after notice thereof to Debtor. Any unpaid portion of the amounts set
forth in the preceding sentence shall bear interest at the Default Rate.
This Note may be altered only by prior written agreement signed by the party
against whom enforcement of any waiver, change, modification, or discharge is
sought. This Note may not be modified by an oral agreement, even if supported
by new consideration.
This Note shall be governed by the laws of Nevada, without giving effect to
principals of conflicts of laws.
Any notice required or permitted hereunder shall be in writing and delivered
either personally or in writing, by certified mail, return receipt requested or
by facsimile transmission, or via the Internet at the addresses set forth at
the outset hereof or to such other address as either shall give notice to the
other.
TO THE DEBTOR(S): TO THE NOTE HOLDER:
George Zicman Amerigo Energy, Inc.
____________________ 2580 Anthem Village Drive
____________________ Henderson, NV 89052
Phone: ______________ Phone: (702) 588-5960
Email: ______________ Fax: (702) 974-4904
This Note may be signed (including by facsimile) in any number of counterparts,
each of which, shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals or have
caused these presents to be duly executed and sealed the day and year first
above written.
AMERIGO ENERGY, INC.
By:/s/ Jason Griffith
--------------------------------------------
AMERIGO ENERGY, INC., Chief Executive Officer
JASON F. GRIFFITH, CPA
AMERIGO ENERGY, INC.
PROMISSORY NOTE
(THE "NOTE")
Up To: U.S. $11,031,000 Las Vegas, Nevada
January 18, 2014
FOR VALUE RECEIVED, Amerigo Energy, Inc., a Delaware Corporation, (the
"Company" or "Debtor"), hereby promises to pay to the order of Kurt Thomet, an
individual, having a principal address of _______________________
(collectively, the "Note Holder") in lawful money of the United States of
America in immediately available funds per instructions of the Note Holder, on
the Due Date as defined below. The Debtor and Note Holder (collectively, the
"Parties".)
1. Note Amount: Note Holder hereby agrees the promissory note to be the sum
of Eleven Million Thirty One Thousand Dollars ($11,031,000) (the "Note Amount")
and Debtor does hereby borrow and promise to repay this SENIOR DEBT NOTE Amount
and to be retired immediately per the terms described below.
2. Interest:The Note shall be non-interest bearing.
3. Payments:Principal and interest payments on the promissory note are to be a
minimum of forty five percent (45%) of the cash earned from EBITDA of Quest
Solutions, Inc. during the prior quarter. Once the promissory note issued to
shareholder Zicman has received Three Million Three Hundred Seventy Five
Thousand Dollars ($3,375,000), the principal and interest payments on this
promissory note are to be a minimum of sixty seven and one half percent (67.5%)
of the cash earned from EBITDA of Quest Solutions, Inc. during the prior
quarter. Payments are to be made within forty five (45) days of the end of the
quarter (March 31, June 30, September 30, and December 31).
3.1 For purposes of this agreement, "EBITDA" is defined as accounting Net
Income on an accrual basis, as calculated using Generally Accepted Accounting
Principles (GAAP), with the adding back of Interest, Taxes, Depreciation, and
Amortization.
3.2 The balance of the promissory note is expected to be paid before January
18, 2017, or three (3) years from the date of execution of this agreement.
Should the cash flow and payments from EBITDA during the term of this agreement
not be sufficient to pay off the loan prior to its maturation, the loan will
extend for additional twelve (12) months periods till paid off.
3.3 Kurt Thomet is permitted to convert up to Four Million Seven Hundred
Eighty One Thousand Dollars ($4,781,000) of the Promissory Note into common
shares of the Company at a ratio of one share for every $1.00 of promissory
note converted. This conversion feature is non-transferrable without written
consent from the Company.
4. Security & Assignment:
Grant of Security Interest. As an inducement for the Debtor to purchase the
Notes and to secure the complete and timely payment, performance and discharge
in full, as the case may be, of all of the Obligations, Debtor hereby,
unconditionally and irrevocably, pledges, grants and hypothecates to the Note
Holder, a continuing security interest in and to the Collateral (the "Security
Interest").
"Collateral" means the collateral in which the Note Holder is granted a
security interest by this Agreement and which shall include the assets of Quest
Solution, Inc.
Upon the occurrence of any of the following specified events (each an "Event of
Default):
a) The Debtor shall (i) default the payment then due of any principal
of any of this Note when due;
b) Debtor makes a general assignment of substantially all of its
assets for the benefit of creditors, or a petition in bankruptcy or under
any insolvency law is filed by or against Debtor and such petition is not
dismissed within sixty (60) days after it has been filed;.
then, upon the occurrence of any such Event of Default, and at any time
thereafter, if any Event of Default shall then be continuing; then the Note
Holder may declare that the entirety of the principal hereof, and the interest
due hereunder, to be immediately due and payable with late fees as described
above.
The Debtor may waive any Event of Default hereunder. Such waiver shall be
evidenced by written notice or other document specifying the Event or Events of
Default being waived and shall be binding on all existing or subsequent
Payee(s) under this Note.
The Debtor shall have the right to prepay the principal amount of this Note at
any time, or from time to time, without penalty or premium, provided that each
such payment shall be with the accrued interest to the date of prepayment.
A Business Day when used herein shall mean any day other than a Saturday,
Sunday or a day on which commercial banks are closed in the City of Las Vegas.
If a payment is due hereunder on a day which is not a Business Day then payment
shall be made on the following Business Day.
Any fees, including reasonable attorney's fees of the Note Holder, costs or
expenses incurred by the Note Holder in collecting or enforcing the obligations
of the Debtor under this Note shall be due and payable by the Debtor when
incurred after notice thereof to Debtor. Any unpaid portion of the amounts set
forth in the preceding sentence shall bear interest at the Default Rate.
This Note may be altered only by prior written agreement signed by the party
against whom enforcement of any waiver, change, modification, or discharge is
sought. This Note may not be modified by an oral agreement, even if supported
by new consideration.
This Note shall be governed by the laws of Nevada, without giving effect to
principals of conflicts of laws.
Any notice required or permitted hereunder shall be in writing and delivered
either personally or in writing, by certified mail, return receipt requested or
by facsimile transmission, or via the Internet at the addresses set forth at
the outset hereof or to such other address as either shall give notice to the
other.
TO THE DEBTOR(S): TO THE NOTE HOLDER:
Kurt Thomet Amerigo Energy, Inc.
____________________ 2580 Anthem Village Drive
____________________ Henderson, NV 89052
Phone: ______________ Phone: (702) 588-5960
Email: ______________ Fax: (702) 974-4904
This Note may be signed (including by facsimile) in any number of counterparts,
each of which, shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals or have
caused these presents to be duly executed and sealed the day and year first
above written.
AMERIGO ENERGY, INC.
By:/s/ Jason Griffith
--------------------------------------------
AMERIGO ENERGY, INC., Chief Executive Officer
JASON F. GRIFFITH, CPA
