ableenergy_10q-ex1041.htm

Exhibit
10.41


    


    ENTREPRENEUR GROWTH CAPITAL

    505
PARK AVENUE NEW YORK. NY 10022

     

    February
25, 2008

     

    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
has requested that EGC make an advance to the Borrower in excess of its
borrowing availability under the Loan Agreement in the amount of $500,000.00,
which would be used to purchase fuel (the "Fuel Purchase Loan"). EGC is
amenable. to making
the Fuel Purchase Loan 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 $500,000.00, which amount shall become part of the
      Obligations. Borrower hereby acknowledges that the first $200,000.000 was
      wired to Borrower on February 22,
      2008.

              


      

    

    


    
      
        	
                  2.       
      

              	
                The
      Fuel Purchase Loan will be identified on EGC'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 Fuel Purchase Loan, and hereby authorizes EGC to
      reduce the Fuel Purchase Loan by applying the following amounts from
      Borrower's availability under the Loan Agreement: (a) commencing March 1,
      2008 and continuing through March 31, 2008, EGC shall apply
      $2,500.00/business day to reduce the Fuel Purchase Loan; (b)
      from April 1 through April 30, 2008, EGC shall apply
      $5,000.00/business day to reduce the Fuel Purchase Loan; (c) from May 1
      through May 31, 2008, EGC shall apply $7,500.00/business day to reduce the
      Fuel Purchase Loan; and (d) from June 1, 2008 until the Fuel Purchase Loan
      is paid in full, EGC shall apply $10,000.00/business day to reduce the
      Fuel Purchase Loan. Notwithstanding the foregoing, the outstanding amount
      of the Fuel Purchase Loan shall be immediately due and payable upon (x)
      the occurrence and continuation of an Event of Default under the Loan
      Agreement; or (y) termination of the Loan , Agreement, whether by default,
      acceleration or otherwise.

              


      

    

     

    
      
        
        

      

      
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    Notwithstanding the foregoing,
Borrower may prepay the amount of the Fuel Purchase Loan in part or in full at
anytime without penalty, provided,
however, Borrow
would be subject to paying EGC the minimum Revenue Share as set forth in
Paragraph 4 below.

    


    
      	
              4.  

            	
              In
      consideration of making the Fuel Purchase Loan, EGC shall be entitled to
      participate in the revenue stream generated from Borrower's fuel purchases
      and sales during the term the Fuel Purchase Loan remains outstanding (the
      "Revenue Share").
      EGC's Revenue Share shall be four ($.04) cents per gallon,
      calculated by Borrower, based on Borrower's fuel purchases during each
      week, commencing February 22, 2008, purchased with the proceeds of the
      Fuel Purchase Loan, on a revolving basis. Borrower agrees that during the
      first 7 weeks, EGC's Revenue Share shall be the greater of the actual
      amount earned or $5,000.00/week.. After the first 7 weeks, the Revenue
      Share shall be payable on the actual purchases made with the proceeds of
      the Fuel Purchase Loan, on a revolving basis. Borrower will be required to
      deliver to EGC, each Friday, a fuel purchase and sale report for the
      immediate preceding week (Wednesday through Tuesday), together with a
      check in the amount of EGC's Revenue Share for the week. In the event
      Borrower fails to deliver EGC's Revenue Share, EGC may automatically
      charge Borrower's account for EEC's portion of the Revenue Share, based
      upon estimated or actual amounts, as reported by
  Borrower.

            


    

    


    
      	
              5.  

            	
              In
      addition to the foregoing, Borrower agrees that EGC may charge an internal
      transfer fee of $waived
      per transfer associated with the payments of the Fuel Purchase Loan
      and Borrower shall also remit to EGC a $waived 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 Fuel Purchase Loan,
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 Fuel
Purchase Loan 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
space intentionally left blank

    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 February 2008 

            	 
	 	 
	ABLE ENERGY,
      INC. 	ABLE OIL
      COMPANY 
	a Delaware
      Corporation 	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 	ABLE ENERGY
      TERMINAL, LLC 
	a New Jersey limited
      liability company 	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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