EXHIBIT B - TO REVOLVING CREDIT AGREEMENT
FORM OF REVOLVING LOAN NOTE
REVOLVING LOAN NOTE
LENDER:
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BORROWER:
Platina Energy Group, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PRINCIPAL AMOUNT: $100,000
INTEREST RATE: 6%
DATE OF NOTE: December 12, 2005
1. Promise to Pay. Platina Energy Group, Inc., a Delaware
corporation ("Borrower") promises to pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Lender"), or
order, in lawful money of the United States of America and in immediately
available funds, the principal sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Lender to the Borrower under the
Revolving Credit Agreement by and between Borrower and Lender dated as of
December 12, 2005, as amended, supplemented or otherwise modified and in
effect from time to time, the "Loan Agreement"), on demand, and to pay
interest on the unpaid principal amount of each such Loan in like money and
funds, for the period commencing on the date of such Loan until such Loan
shall be paid in full, at the interest rate per annum set forth herein. Terms
used but not defined in this Note have the respective meanings assigned to
them in the Loan Agreement.
2. Recording of Loans. The date and amount of each Loan made by the
Lender to the Borrower, and each payment made on account of the principal
thereof, shall be recorded by the Lender on its books and, prior to any
transfer of this Revolving Loan Note ("Note"), endorsed by the Lender on the
Schedule attached hereto or any continuation thereof; provided that the
failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower to make a payment when due of any
amount owing under the Loan Agreement or hereunder in respect of the Loans
made by the Lender.
3. Payment. The loan, including all principal and accrued interest not
yet paid shall be due on demand. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs, then to accrued unpaid interest and any
remaining amount then to principal.
4. Interest Rate. The interest rate on this Note is six percent (6%)
percent per annum.
5. Prepayment. Borrower may pay without penalty all or a portion of the
amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower's obligation to continue to
make payments under the payment schedule, but rather, they will reduce the
principal balance due and may result in Borrower's making fewer payments.
6. Default. Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment within ten (10) days of
when due; (b) Borrower breaks any promise Borrower has made to Lender, or
Borrower fails to perform promptly at the time and strictly in the manner
provided in this Note or any agreement including but not limited to the Loan
Agreement related to this Note, or in any other agreement or loan Borrower
has with Lender; (c) Any representation or statement made or furnished to
Lender by Borrower or on Borrower's behalf is false or misleading in any
material respect; (d) Borrower becomes insolvent, a receiver is appointed
for any part of Borrower's property, Borrower makes an assignment for the
benefit of Lender, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws or (e) Any creditor
tries to take any of Borrower's property.
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7. Lender's Rights. Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately
due, without notice, and then Borrower will pay that amount. Upon default,
including failure to pay any payment within ten (10) days of when due or upon
the final maturity, whichever occurs first, Lender, at its option, may also,
if permitted under applicable law, do one or both of the following:
(a) increase the interest rate on this Note to 18%; and (b) add any unpaid
accrued interest to principal and such sum will bear interest therefrom until
paid at the rate provided in this Note (including any increased rate). The
interest rate will not exceed the maximum rate permitted by applicable law.
Lender may hire or pay someone else to help collect this Note if Borrower does
not pay. Borrower also will pay Lender that amount. This includes, subject to
any limits under applicable law, Lender's attorney's fees and legal expenses
whether or not there is a lawsuit, including attorney?s fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also will
pay any court costs, in addition to all other sums provided by law. This Note
has been delivered to Lender and accepted by Lender in the State of Wyoming.
This Note shall be governed by and construed exclusively in accordance with
the laws of the State of Wyoming.
8. Joint and Several Liability; Waiver of Maker. Maker and each party
liable hereon in any capacity, whether as endorser, surety, guarantor or
otherwise, and all others who may become liable, primarily or secondarily,
for all or any part of the obligations, jointly and severally:
a. Waives presentment for payment, demand, protest and notice of
presentment, notice of protest, notice of non-payment and notice of dishonor
of this debt and each and every other notice of any kind respecting this Note
and all lack of diligence or delays in collection or enforcement hereof;
b. Agrees that Lender and any subsequent holder of this Note, at any
time or times, without notice to the undersigned or its consent, may grant
extensions of time, without limit as to the number of the aggregate period
of such extensions, for the payment of any principal, interest or other sums
due hereunder;
c. To the extent permitted by law, waives all exemptions under the laws
of the State of Wyoming and/or any state or territory of the United States;
d. Consents to the release of any security, and agrees that any such extension
or release may be made without notice to any of the parties and without in any
way affecting or discharging liability for the obligations hereunder;
e. To the extent permitted by law, waives the benefit of any law or rule of
law intended for its advantage or protection as an obligor hereunder or
providing for its release or discharge from liability hereon, in whole or in
part, on account of any facts or circumstances other than full and complete
payment of all amounts due hereunder; and
f. Agrees to pay, in addition to all other sums of money due, all cost of
collection and attorney's fees, whether suit be brought or not, if this Note
is not paid in full when due, whether at the stated maturity or by
acceleration.
9. Miscellaneous.
a. It is not intended hereby to charge interest at a rate in excess of the
maximum rate of interest permitted to be charged to Borrower under applicable
law, but if, notwithstanding such intention, interest in excess of the maximum
rate shall be paid hereunder, the excess shall be applied to principal and the
interest rate on this Note shall be adjusted to the maximum permitted under
applicable law during the period or periods that the interest rate otherwise
provided herein would exceed such rate.
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b. Any reference herein to the Lender shall be deemed to include and apply
to every subsequent holder of this Note.
c. This Note shall be governed by and construed in accordance with the
laws of the State of Wyoming, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof. The Borrower
agrees that process may be served upon it in any manner authorized by the laws
of the State of Wyoming for such person and waives and covenants not to assert
or plead any objection that it might otherwise have to such jurisdiction and
such process.
BORROWER:
Platina Energy Group, Inc.
By:
/ S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary
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