Attached files
file | filename |
---|---|
EX-10.1 - LOAN AGREEMENT DATED OCTOBER 24, 2018 - Amazing Energy Oil & Gas, Co. | exhibit_10-1.htm |
8-K - AMAZING ENERGY OIL AND GAS, CO. 8-K - Amazing Energy Oil & Gas, Co. | amaz_8k-17506.htm |
EXHIBIT
10.2
|
PROMISSORY NOTE
$500,000.00
|
Dallas, Texas
|
October
24, 2018
THIS PROMISSORY NOTE (“Note”) is made
and effective as of the date hereof, by AMAZING ENERGY OIL &
GAS, CO., a Nevada corporation (“Payor”), in favor of
BORIES CAPITAL, a Louisiana limited liability company, (the
“Payee”).
FOR
VALUE RECEIVED, Payor promises to pay to Payee, or order, the sum
of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00), together
with interest thereon, all as hereinafter provided.
1.
Interest.
All sums from time to time owing
hereon shall bear interest from the date hereof at the rate of
HANCOCK WHITNEY PRIME + two percent (2%) per annum, compounding
annually, which said rate of interest shall be calculated on a
monthly basis.
2.
Installment
Payments. Payor shall make monthly payments of interest
only, in such amounts as shall be billed to Payor by Payee. By the
tenth (10th) day of each month, Payee shall deliver to Payor a
written statement setting forth the interest amount due for that
month, a calculation of said interest payment and written evidence
of the rate of interest imposed pursuant to Section 1 above. All
monthly payments of principal and interest shall be due by the last
day of each month, with the first such payment due and payable by
November 30, 2018.
3.
Due
Date. The entire remaining
principal balance of this Note together with any and all accrued
but unpaid interest thereon shall be due and payable in full on or
before October 24, 2020 (“Maturity
Date”).
4.
Default
Interest. After maturity, or
failure to make any payment, any unpaid principal shall accrue
interest at the rate of twelve percent (12%) per annum, or the
maximum allowed by law, whichever is less, during such period of
Payor's default under this Note.
5. Allocation
of Payments.
Each payment shall be credited first
to any late charge or other fees and costs then due, second to
interest, and the remainder to principal.
6.
Prepayment.
All or any part of the principal may
be prepaid, together with interest accrued thereon, at any time
without premium or penalty.
7.
Currency.
All principal and interest payments
shall be made in lawful money of the United
States.
8. Late
Charge. If Payee receives any
installment payment more than fifteen (15) days after its due date,
then a late payment charge of five percent (5%) of the delinquent
amount will be added to the scheduled payment.
9.
Security.
This Note is
unsecured.
10.
Acceleration.
If Payor fails to make any payment
owed under this Note, or if Payor defaults under the Loan
Agreement of even date herewith between Payor and Payee and such
default is not cured with thirty (30) days after written notice of
such default, then Payee may, at its option, declare all
outstanding sums owed on this Note to be immediately due and
payable, in addition to any other rights or remedies that Payee may
have under the Loan Agreement.
-1-
|
11. Attorneys'
Fees and Costs. Payor shall pay
all costs incurred by Payee in collecting sums due under this Note
after a default, including reasonable attorneys' fees, whether or
not suit is brought. If Payor or Payee sues to enforce this Note or
to obtain a declaration of its rights hereunder, the prevailing
party in any such proceeding shall be entitled to recover its
reasonable attorneys' fees and costs incurred in the proceeding
(including those incurred in any bankruptcy proceeding or appeal)
from the non-prevailing party.
12. Notices.
All notices required or permitted to
be given hereunder to Payor or Payee shall be given in the manner
as provided in the Loan Agreement and to the place as provided
herein.
13. Waiver
of Presentments. Payor waives
presentment for payment, notice of dishonor, protest and notice of
protest.
14. Non-waiver.
No failure or delay
by Payee in exercising Payee's rights
under this Note shall be a wavier of such
rights.
15. Negotiable
Instrument; No Partnership. Payor agrees that this Note is a negotiable
instrument. Payor acknowledges that Payee will not be construed for
any purpose to be a partner, joint venturer, agent or associate of
Payor or of any lessee, operator, concessionaire or licensee of
Payor in the conduct of its business. By execution of this Note,
Payor agrees to indemnify, defend and hold Payee harmless from and
against any and all damages, costs, expenses and liability that may
be incurred by Payee as a result of a claim that Payee is such a
partner, joint venturer, agent or associate.
16. Severability.
If for any reason any provision of
this Note is determined by a tribunal of competent jurisdiction to
be legally invalid or unenforceable, the validity of the remainder
of the Note will not be affected and such provision will be deemed
modified to the minimum extent necessary to make such provision
consistent with applicable law and, in its modified form, such
provision will then be enforceable and
enforced.
17. Integration.
There are no verbal or other
agreements which modify or affect the terms of this Note. This Note
may not be modified of amended except by written agreement signed
by Payor and Payee.
18. Conflicting
Terms. In the event of any
conflict between the terms of this Note and the terms of the Loan
Agreement, the terms of this Note shall
prevail.
19. Execution.
The Payor executes this Note as a
principal and not as a surety. If there is more than one Payor,
each Payor shall be jointly and severally liable under this
Note.
20. Commercial
Property. Payor represents and
warrants to Payee that the sum represented by this Note is being
used for business, investment or commercial purposes, and not for
personal, family or household purposes.
21. Counting
of Days; Time of Essence. Except where otherwise specifically provided, any
reference in this Note to a period of “days” means calendar days, not
business days. Time is of the essence with respect to all
provisions of this Note.
-2-
|
22.
Governing Law; Jurisdiction. Any action brought to enforce or
interpret this Note,
at the option of the Payee, may be brought in Collin, County,
Texas. This Note shall be construed in accordance with the laws of
the State of Texas.
The
undersigned has duly executed this Note effective as of the date
and year first written above.
|
AMAZING
ENERGY OIL & GAS, CO., a Nevada corporation,
|
|
|
|
|
|
By
|
/s/ Willard McAndrew III
|
|
|
Willard
McAndrew III, CEO
|
-3-