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EXHBIT 4.17

 

July 8, 2009

 

 

Bonanza Oil and Gas, Inc.

3000 Richmond Ave.

Suite 400

Houston, TX 77098

 

RE:            Bridge Loan Letter Agreement

 

Mr. Lender:

 

1.   Loan .  This letter when fully executed will constitute a loan agreement (this “ Agreement ”) between Entrust CAMA FBO Daniel A. Foy IRA   (the “ Lender ”) and Bonanza Oil and Gas, Inc, a Nevada corporation (the “ Borrower ”), pursuant to which the Lender, on the terms and conditions provided herein, shall agree to make one loan to the Borrower hereunder in an amount of $ 40,000 (the “ Loan ”). The Lender’s obligation to make the Loan is subject to the Borrower’s fulfillment of each of the applicable conditions set forth in Section 3 hereof.

 

2.   Bridge Loan Documents .

 

a.   Promissory Bridge Notes .  The Loan shall be evidenced by a promissory bridge note issued to the Lender in the principal amount of the Loan, dated the date the Borrower receives the funds from the Lender, in the form attached hereto as Exhibit A (together with any replacements and substitutes therefore, the “ Bridge Note ”). The principal amount of the Loan and interest thereon, calculated at the rate of 14% per annum, as provided in the Bridge Note, shall be payable as set forth more particularly therein.

 

b.   Term of Note.   “ The Bridge Note ” shall have a term of 90 days starting from the date the Borrower receives the funds from the Lender in their entirety. In the event of prepayment by the Borrower, the Lender will receive interest for the entire term of the note as set forth in Section 2(b). Any changes to the term of the note must be accordance to Section 5(c).

 

 

c.   Accredited Investor .  The Lender hereby represents and warrants that it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended

 

d.   This Agreement, the Bridge Note and any other instruments or documents required or contemplated hereunder or thereunder, whether now existing or at any time hereafter arising, are herein referred to as the “ Bridge Loan Documents .”

 

 

 

 


 

 

 

3.   Conditions Precedent .

 

a.   Documents to be Delivered .  The obligation of the Lender to make the Loan is subject to the due execution and delivery by the Borrower (or the Borrower causing the due execution and delivery) to the Lender of each of the following (all documents to be in form and substance satisfactory to the Lender): 

 

i.   This Agreement, the Bridge Note and each other instrument, agreement and document to be executed and/or delivered pursuant to this Agreement and/or the instruments, agreements and documents referred to in this Agreement.

 

ii.   A certified copy of the resolutions of the Board of Directors (or if the Board of Directors takes action by unanimous written consent, a copy of such unanimous written consent containing all of the signatures of the members of the Board of Directors) of the Borrower, dated as of the Closing Date, authorizing the execution, delivery and performance of the Bridge Loan Documents.

 

iii.   A certificate, dated as of the Closing Date, signed by an executive officer of the Borrower to the effect that the


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