ableenergy_10q-ex1035.htm


    Exhibit
10.35

    
ENTREPRENEUR
GROWTH CAPITAL

    505 PARK AVENUE
NEW YORK, NY
10022

     

     

    December
28, 2007

     

    Able
Energy, Inc.

    198 Green
Pond Road Rockaway, NJ 07866

    


    Ladies
and Gentlemen:

    


    We refer
you to that certain Loan and Security Agreement between ABLE ENERGY, INC., ABLE
OIL COMPANY, ABLE ENERGY NEW YORK, INC., ABLE ENERGY TERMINAL, LLC, and ABLE
PROPANE, LLC (collectively referred to as "Borrower") and ENTREPRENEUR
GROWTH CAPITAL, LLC ("EGC") dated May 13,
2005 (the "Loan Agreement").
Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Loan Agreement.

     

    Borrower
requests that EGC make an advance to the Borrower in excess of its borrowing
availability under the Loan Agreement in the amount of $250,000.00 (the "Overadvance") and EGC is
amenable to making the Overadvance available to Borrower under the following
terms and conditions:

    
    

     

    
      	
              1.

            	
              Upon execution of
      this letter agreement, EGC shall make one
      or
      more advances to Borrower in the aggregate amount of $250,000.00,
      which amount shall become part of the Obligations.

            
	 	 
	
              2.

            	
              The Overadvance will
      be identified on E-GC's books as a separate loan and Interest on the
      Overadvance shall be charged at the Accounts Interest Rate specified in
      Section 3.1 of the Loan Agreement. The interest associated with this
      Overadvance shall be in addition to the Minimum Monthly Interest Charge
      and shall not be
      considered when determining if the Minimum Monthly
      Interest Charge is applicable.

            
	 	 
	3.	

              Borrower
      agrees to repay the Overadvance, and hereby authorizes EGC to reduce the
      Overadvance by applying $10,000.00 per business day from Borrower's
      availability under the Loan Agreement. The daily repayment of the
      Overadvance shall commence January 7, 2008 and shall
      continue each business day thereafter until the
      Overadvance is paid in full. Notwithstanding the foregoing, the
      outstanding amount of the Overadvance shall be immediately due and payable
      upon (a) the occurrence and continuation of an Event of default under the
      Loan Agreement; or
      (b) termination of the Loan Agreement, whether by default,
      acceleration or otherwise.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Notwithstanding
      anything set forth to the contrary in the Loan Agreement. Borrower shall
      pay EGC an accommodation fee for arranging the Overadvance as follows:
      (a) a
      non-refundable fee in the amount of one percent (1.0%) of the gross amount
      of the
      Overadvance (i.e., $2,500,00) fully earned and payable on the day
      the Overadvance is extended.

            
	 	 
	
              5.

            	
              In addition to the
      foregoing,
      Borrower agrees that EGC may charge an internal
      transfer fee of $5.00 per transfer associated with the payments of
      the Overadvance and Borrower shall also remit to EGC a S250.00
      documentation fee in consideration of EGC documenting this
      accommodation.

            


    

     

    Borrower
further agrees that EGC may transfer funds from Borrower's accounts receivable
account in payment of all obligations due under the Overadvance, including but
not limited to the: (a)
the payments specified above, (b) the fees specified herein, and
(c) the interest and fees specified in the Loan Agreement and
herein.

     

    Borrower
acknowledges that: (a) EGC's agreement to provide the Borrower with this
Overadvance shall not obligate EGC to make any other overadvances or any other
additional accommodations to or for the benefit of the Borrower, and (b)
additional overadvances, if any, requested by Borrower will be subject to
additional fees and charges. Moreover, any future overadvances will continue to
be discretionary and require, among other things, certain financial information
such as cash flows and uses, and repayment terms,.

     

    Except as
hereby or heretofore amended or supplemented, the Loan Agreement shall remain in
full force and effect in accordance with its original terms and
conditions.

     

    this
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    signature
page follows

     

    
      
        
        

      

      
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    If the
foregoing correctly sets forth your and our understanding, please execute the
enclosed copy of this letter in the spaces provided below and return such
executed copy to the undersigned as soon as possible. This letter amendment may
be executed in counterparts. Each counterpart shall be deemed an original but
all of which together shall constitute one and the same instrument. An executed
facsimile of this
letter amendment shall be deemed to be a valid and binding agreement
between the parties hereto,

    
    

     

    
      	 	Very
      truly yours,
	 	 
	 	ENTREPRENEUR GROWTH
      CAPITAL
	 	 
	 	By: /s/ Charles Bert
	 	Name: Charles
      Bert
	 	Title: Vice
      President
	 	 
	
              CONSENTED
      AND AGREED TO

              this
      ___ day of December 2007

            	 
	 	 
	
              ABLE
      ENERGY, INC.

              a
      Delaware Corporation

            	
              ABLE
      ENERGY, INC.

              a
      New Jersey Corporation

            
	 	 
	By: /s/
      Gregory Frost	By: /s/
      Christopher Westad
	Name: Gregory
      Frost	Name: Christopher
      Westad
	Title: Chief
      Executive Officer	Title:
      President
	 	 
	 	 
	
              ABLE
      ENERGY NEW YORK, INC.

              a
      New York Corporation

            	 
	 	 
	By: /s/
      Christopher Westad	 
	Name: Christopher
      Westad	 
	Title:
      President	 
	 	 
	 	 
	
              ABLE
      PROPANE, LLC

              a
      New Jersey limited liability company

            	

              ABLE
      ENERGY TERMINAL, LLC

              a
      New Jersey limited liability company

            
	 	 
	By:    
       Able Energy, Inc.	By:    
       Able Energy, Inc.
	Its:     
      Sole Member and Manager	Its:   
        Sole Member and Manager
	 	 
	
              By: /s/
      Christopher Westad

            	
              By: /s/
      Christopher Westad

            
	
              Name: Christopher
      Westad

            	
              Name: Christopher
      Westad

            
	
              Title:
      President

            	
              Title:
      President

            


    

     

     

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