Exhibit 10.24
ALTA PETROLEUM, INC.
000 XXXXX XXXX XX., XXXXX 000
XXXXXX, XXXXXXXX, 00000-0000
January 29, 1997
PERSONAL AND CONFIDENTIAL
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Java Centrale, Inc.
0000 Xxxxx Xxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
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Dear Xx. Xxxxxxx:
RE: PROPOSED BRIDGE LOAN
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We confirm our recent discussion relating to the Company's short-term working
capital requirements. We have reviewed all of the documents you have provided
to us and agree that the Company requires additional working capital during the
period of time it arranges term financing and/or sells Paradise Bakery Inc.
Company owned stores. We are prepared to offer a bridge loan facility (the
"Facility") as described in this letter. If accepted, the Facility will replace
the $400,000 Stand-By Line of Credit dated July 10, 1996 which is hereby
terminated. The terms and conditions set out below will become effective upon
execution of this letter.
AMOUNT: THREE HUNDRED THOUSAND ($300,000) DOLLARS U.S.
ADVANCE: One advance of the total amount to be made on January 31,
1997.
TERM: One Hundred Twenty (120) days.
INTEREST RATE: All amounts outstanding shall bear interest at an annual
rate equal to Fourteen (14%) percent per annum, payable
monthly until the Term expires and thereafter at an annual
rate equal to Sixteen (16%) percent per annum, payable
monthly.
REPAYMENT: Principal and accrued interest may be repaid at any time and
shall be repaid in full out of the proceeds of any
refinancing of greater than $1,000,000 or sale of any of the
Paradise Bakery assets, concluded by the Company during the
Term.
NOTES: The Advance will be evidenced by a Promissory Note having a
due date of May 31, 1997.
January 29, 1997
Page: 2
CONVERSION: The principal outstanding may be converted, in whole or in
part, into common stock of Java at any time during the Term,
upon written notice to the Company, at a price equal to
$1.00 per share (to a maximum of 300,000 shares). Java will
use its best efforts to register the shares for trading
prior to the expiry of the Term.
BONUS: We shall be entitled to a bonus equal to 10% of the
principal balance to be payable upon the earlier of: (a)
repayment of the Facility, or (b) expiry of the Term. If
the Facility is not repaid by the end of the Term the bonus
earned shall increase by Two (2%) percent for each Thirty
(30) days the Facility remains outstanding.
SECURITY: The Company will grant in our favour a pledge of 100% of the
issued and outstanding shares of Paradise Bakery Inc.
LEGAL: All reasonable legal and other agreed third party costs
incurred in securing and operating the Facility shall be for
the account of the Company.
We trust the foregoing is in accord with our discussion and if so your should
sign and return one copy of this letter.
Yours truly,
ALTA PETROLEUM, INC.
Xxxx X. Xxxxxxx
Vice-President
RDS/pm
encl.
RDS\API006.AGR
ACKNOWLEDGED AND AGREED TO THIS
30TH DAY OF JANUARY, 1997
JAVA CENTRALE, INC.
Per: /s/
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Xxxxxxx X Xxxxxxx
Chairman
PROMISSORY NOTE
$300,000 January 31, 1997
U.S. Dollars
FOR VALUE RECEIVED the undersigned, JAVA CENTRALE, INC., promises to
pay to or to the order of ALTA PETROLEUM, INC. at DENVER, COLORADO, on or before
the 31st day of May, 1997, the sum of THREE HUNDRED THOUSAND (300,000) DOLLARS,
UNITED STATES FUNDS, together with interest thereon at an annual rate of
FOURTEEN (14%) Percent payable monthly until May 31, 1997 and thereafter at an
annual rate equal to SIXTEEN (16%) Percent, payable monthly.
The undersigned hereby waives presentment for payment, notice of
protest and notice of non-payment. No time given to or security taken from or
composition or arrangements entered into with any party hereto shall prejudice
the rights of the holder to proceed against any other party.
JAVA CENTRALE, INC.
Per: /s/
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Xxxxxxx X. Xxxxxxx, Chairman
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
JAVA CENTRALE, INC.
The undersigned, constituting the entire Board of Directors ( the "Board")
of JAVA CENTRALE, INC., a California corporation, (the "Corporation"), acting by
unanimous written consent in lieu of a special meeting of the Board pursuant to
Section 307(b) of the California Corporations Code and Article III, Section 13
of the Bylaws of the Corporation, do hereby adopt, approve and authorize the
resolutions set forth below:
APPROVAL OF THE FOLLOWING TRANSACTIONS:
1. Commitment Letter form Alta Petroleum, Inc. dated January 29, 1997 relating
to a $300,000 Loan Facility for the Corporation, a copy of which is
attached hereto as Schedule 1 (the "Alta Credit");
WHEREAS the Board believes it is in the best interest of the Corporation to
accept the Alta Credit in the form attached hereto as Schedule 1 (the
"Commitment Letter"); and
WHEREAS all of the security and other documents contemplated by the
Commitment Letter is herein referred to as (the "Security Documents");
NOW THEREFORE BE IT RESOLVED that this Board of Directors unanimously
believes it is in the best interest of the Corporation and its Shareholders that
the Commitment Letter be and it is hereby accepted;
AND RESOLVED FURTHER that the execution on behalf of the Corporation of the
Commitment Letter and the Security Documents shall be and they are hereby
ratified, confirmed and approved;
AND RESOLVED FURTHER that it is in the best interest of the Corporation and
its Shareholders that the Corporation shall be the borrower under the Commitment
Letter and shall grant the security required thereunder;
AND RESOLVED FURTHER that any and all actions taken and documents executed
relative to the Commitment Letter and the Security Documents by any individual
officer or agent of the Corporation that are within the authority conferred by
these resolutions shall be and they are hereby ratified, confirmed and approved
as the acts and deeds of this Corporation, as fully as though these resolutions
had been adopted prior to the taking of such actions;
2
AND RESOLVED FURTHER that the officer of this Corporation shall be and they
are hereby authorized and directed to execute the Commitment Letter and the
Security Documents and that the officers of the Corporation shall be and they
are hereby authorized and directed to do all acts and to execute, file and/or
deliver all other documents and agreements that the may deem necessary or
appropriate hereinafter in order to carry out the purposes expressed in these
resolutions.
IN WITNESS WHEREOF this Unanimous Written Consent has been executed by each
of the following, including all of the Directors of the Corporation, to be
effective as of the latest date indicated below.
January 29, 1997 /s/
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XXXX X. XXXXXX, Director
January 29, 1997 /s/
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XXXXXXX X. XXXXXXX, Director
January 29, 1997 /s/
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XXXXX X. XXXXX, Director
January 29, 1997 /s/
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XXXX X. XXXXXXX, Director
PLEDGE OF SECURITIES
The undersigned, having lodged and deposited with Alta Petroleums,
Inc. (hereafter called "Alta") One Thousand (1,000) Common Shares of Paradise
Bakery, Inc., being 100 % of the issued and outstanding shares and represented
by Share Certificate No. 2 attached hereto as Schedule "A" (hereinafter called
the "Shares") for valuable consideration, HEREBY COVENANTS AND AGREES with Alta
as follows:
1. The shares are hereby assigned, transferred, pledged and hypothecated
to and in favour of Alta as general and continuing collateral security for the
payment and fulfillment of all debts, liabilities and obligations, present and
future, direct and indirect, matured or not, of the undersigned to Alta of
whatsoever nature and kind and whether arising from any agreement or dealings
with Alta and any third party by which Alta may be or become in any manner
whatsoever a creditor of the undersigned or howsoever otherwise arising and
whether the undersigned be bound alone or with another or others and whether as
principal or surety (hereinafter called the "obligations").
2. If Alta considers it desirable for its protection so to do or the
undersigned fails to fulfill any of the obligations, Alta may from time to time
sell at public or private sale or otherwise realize upon all or any of the
Shares for such price and money or other consideration and upon the best
possible terms then available, upon Sixty (60) days written notice to the
undersigned.
3. All income from the Shares, and the proceeds of any collection or
realization of the Shares, after deduction of the expenses thereof, which with
interest shall be borne by the undersigned, may be held by Alta as security
aforesaid or from time to time applied against any of the obligations as Xxxx
xxxxx best.
4. Alta need not present, protest, give any notice in connection with,
collect, enforce or realize any of the shares and need not protect or
preserve them from, and hereby
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released from any responsibility for, any depreciation in or loss of value which
they may suffer, and Alta shall be bound to exercise in all of its dealings with
the Shares that standard of care required of a senior lending institution.
5. All claims, present or future, of the undersigned against any person
liable upon or for the payment pursuant to any of the Shares are hereby assigned
to Alta. Alta is hereby appointed the irrevocable attorney of the undersigned,
with full powers of substitution, from time to time, to endorse and/or transfer
the Shares and is hereby empowered to exercise all rights and powers to and
perform all acts of ownership in respect of the Shares to the same extent as the
undersigned might do and the undersigned shall forthwith repay all consequent
outlay and expense with interest.
6. This shall be a continuing agreement and shall have effect whenever
and so often as any of the obligations exist.
7. This agreement shall be binding upon the undersigned and the heirs,
executors, administrators, successors and assigns of the undersigned and shall
enure to the benefit of Alta and its successors and assigns.
DATED at Calgary, Alberta, this 31st day of January, 1997.
JAVA CENTRALE, INC.
Per: /s/
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Xxxxxxx X. Xxxxxxx, Chairman
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, Chart House Enterprises, Inc. a Delaware corporation
hereby sells, assigns and transfers unto Java Centrale, Inc., a California
corporation, One Thousand (1,000) shares of the capital stock of Paradise
Bakery, Inc. standing in the name of Chart House Enterprises, Inc. on the books
of Paradise Bakery, Inc. (the "Company") represented by Certificate No. 2
herewith and does hereby irrevocably constitute and appoint ___________________
attorney to transfer the said stock on the books of the Company with full power
of substitution in the matter hereinbefore stated.
Dated: December 29, 1995
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/s/
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Xxxxxxx X. Xxxxxx
Vice President, Chart House Enterprises
In the presence of:
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