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EXHIBIT 10.11
LOAN AGREEMENT
This Loan Agreement is entered into effective the 13th day of August, 1998,
by and between the Zouvas Family Trust, (a California Living Trust)("Lender")
and Power Exploration, Inc. ("Borrower").
WITNESSETH
Whereas, "BORROWER" is a publicly traded company listed on the NASDAQ
over-the-counter bulletin board exchange.
Whereas, as part of the inducement to Lender to enter into an Agreement to
lend One Hundred Thousand Dollars ($100,000), Borrower has agreed to the
following
NOW, THEREFORE, in consideration of the agreements and promises herein recited
and contained, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. PLEDGE OF COLLATERAL
No collateral is pledged. Payment in full of the obligations by Borrower to
Lender shall consist of amount of One Hundred Thousand Dollars ($100,000)
plus One Hundred Thousand (100,000) warrants at an exercise price of $1.00.
2. WARRANTIES
Borrower warrants to LENDER that it can legally transfer warrants described
above in a true and lawful manner.
3. TERMS AND CONDITIONS
BORROWER agrees to grant to LENDER One Hundred Thousand (100,000) warrants
for the purchase of common stock of the Borrower at an exercise price of
$1.00 per share, calculated on a cashless basis, plus repayment of the
principal amount loaned, within thirty days of this agreement.
4. REMEDIES FOR DEFAULT
A. The following constitutes a default hereunder:
(i) Failure by BORROWER to pay LENDER, on or before
September 15, 1999 the sum of One Thousand Dollars ($100,000)
plus One
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Hundred Thousand (80,000) warrants at an exercise price of
$1.00.; or
(ii) The breach of any of the warranties, representations,
covenants, or agreements applicable to the acquisition of the
securities, the subject matter of this Loan Agreement, and the
failure to cure the same after receipt of written notice as is
set forth therein.
B. Upon the occurrence of a default, LENDER;
(i) At any time thereafter, so long as such default is continuing
and, at its option, exercise it rights under this Loan
Agreement;
(ii) Vote all or any part of the COLLATERAL (whether or not
transferred into its name or the name of the nominee or nominees
as provided below) and give all consents, waivers and
ratifications in respect thereof and otherwise act with respect
thereto as though it were the outright owner thereof;
(iii) Exercise from time to time any right and remedies available
under the Uniform Commercial Code as in effect at that time; and
(iv) Subject to any requirements of applicable law, and without
limiting any rights otherwise available hereunder or under law,
transfer into its name, or into the name of any nominee or
nominees LENDER may appoint, all or part of the COLLATERAL and
retain the same in full satisfaction from any further; or sell,
assign and deliver the COLLATERAL at public or private sale for
cash, on credit or for other property, for immediate or future
delivery, without any assumption of credit risk, and for such
price or prices and on such terms as in LENDER'S uncontrolled
discretion may determine.
If any notification of intended disposition of any of the
COLLATERAL is required by law, such notification shall be deemed
reasonable and properly given if in writing and mailed at least
thirty (30) days before such disposition by prepaid registered
or certified mail, addressed to the address specified below.
C. If sold at public sale, any proceeds of any disposition of the
COLLATERAL may be applied to the payment of expenses in connection with
the COLLATERAL, including reasonable attorney's fees and legal expenses,
and any balance of such proceeds after One Hundred Thousand Dollars
($100,000) and expenses shall be returned. No delay or failure on the
part of LENDER the exercise of any right or remedy hereunder shall
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operate as a waiver thereof, and no remedy hereunder shall preclude any
further exercise thereof or the exercise of any other right or remedy
hereunder.
6. TERMINATION
Upon the payment to LENDER from any source the sum of One Hundred Thousand
Dollars ($100,000) plus One Hundred Thousand (100,000) warrants at an
exercise price of $1.00., this Loan Agreement shall terminate and LENDER
shall cancel all related agreements and/or deliver the COLLATERAL to
BORROWER or the designees of BORROWER.
7. SUCCESSORS AND ASSIGNS
LENDER and BORROWER agree that this Loan Agreement shall be binding upon,
inure to benefit of and be enforceable by the parties hereto and their
respective heirs, personal representatives, successors and assigns.
8. ATTORNEYS FEES
If action be instituted regarding this Pledge Agreement the prevailing
party shall be entitled to reasonable attorney's fees and costs.
9. PRIOR AGREEMENTS
The Pledge Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof.
10. NOTICES
All notices, offers, acceptances and other communications hereunder shall
be made in writing signed by the party making the same, and shall be deemed
delivered on the date mailed if sent by certified or registered United
States mail, postage prepaid, to the addresses set forth below:
Zouvas Family Trust
C/O Xxxxx X. Xxxxxx
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
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Xxxx Xxxxxx
C/O Power Exploration, Inc.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Or such other address as either party may specify by written notice to the
other party.
11. APPLICABLE LAW
This Pledge Agreement shall be construed in accordance with and governed by
the laws of the State of Nevada.
12. COUNTERPART
This Pledge Agreement may be executed in counterpart and each copy so
executed shall be considered an original.
IN WITNESS WHEREOF, the following have executed and delivered and have
accepted this Pledge Agreement on the date given above.
LENDER: BORROWER:
ZOUVAS FAMILY TRUST POWER EXPLORATION, INC.
By: /s/ XXXXX X. XXXXXX By: /s/ XXXX XXXXXX
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Xxxxx X. Xxxxxx Xxxx Xxxxxx, CFO