exhibit_10-1








  EXHIBIT 10.1









 


	


SBA Loan #


 

	

 


SBA#
78111772-01 / IBKC Loan #5300782203


	


SBA Loan Name

	


LAREDO OIL, INC.


	


Date

	

April
28, 2020


	


Loan Amount

	

$1,233,656.00


	


Interest Rate

	

1.00%
Fixed Rate


	


Borrower

	


LAREDO OIL, INC.


	


Lender

	

IBERIABANK







 




1.

PROMISE TO PAY:
This Loan is being made by Lender to
Borrower pursuant to the terms of the Paycheck Protection Program
authorized by the Coronavirus Aid, Relief, and Economic Security
(CARES) Act (“Program”). In return for the Loan,
Borrower promises to pay to the order of Lender the amount
of $1,233,656.00
Dollars, interest on the unpaid
principal balance, and all other amounts required by this
Note.






 





2.


DEFINITIONS:






 


“Loan”
means the loan evidenced by this Note.


“Loan
Documents” means the documents related to this Loan signed by
Borrower.


“SBA”
means the Small Business Administration, an Agency of the United
States of America.


 



3. 

PAYMENT TERMS:
Borrower must make all payments at the
place Lender designates. The payment terms for this Note
are:






 


(1)
The interest rate on the Note will be a fixed rate of 1.00%, simple
interest, on the unpaid principal from time to time.


(2)
No interest or principal will be due during the first six months
after the Loan amount is disbursed, although interest will continue
to accrue over this six month deferral period.


(3)
After such six-month deferral period and after taking into account
any loan forgiveness applicable to the Loan pursuant to the
Program, as approved by SBA, any remaining principal and accrued
interest will be payable in substantially equal monthly
installments on the first day of each month over the remaining 18
month term of the Loan, in the amount provided by
Lender.


(4)
Lender will apply each installment payment first to accrued
interest, then to principal, then to pay any late fees, then to
costs of collection.


(5)
This Note will mature two (2) years from the date of the Note, at
which time all unpaid principal, accrued interest and any other
amounts will be due and payable.


(6)
The Borrower may prepay the Note in whole or in part at any time
without penalty.

(7)
If a payment on this Note is more than 10 days late, Lender may
charge Borrower a late fee of up to 5.00% of the unpaid portion of
the regularly scheduled payment.

 

 



 

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4. 

DEFAULT: Borrower is in default under this Note if Borrower
does not make a payment when due under this Note, or if Borrower or
Operating Company:






 



A. 

Fails
to do anything required by this Note and other Loan
Documents;







B. 

Defaults
on any other loan with Lender;







C. 

Does
not disclose, or anyone acting on their behalf does not disclose,
any material fact to Lender or SBA;







D. 

Makes,
or anyone acting on their behalf makes, a materially false or
misleading representation to Lender or SBA;







E. 

Defaults
on any loan or agreement with another creditor, if Lender believes
the default may materially affect Borrower’s ability to pay
this Note;







F. 

Fails
to pay any taxes when due;







G. 

Becomes
the subject of a proceeding under any bankruptcy or insolvency
law;







H. 

Has
a receiver or liquidator appointed for any part of their business
or property;







I. 

Makes
an assignment for the benefit of creditors;







J. 

Has
any adverse change in financial condition or business operation
that Lender believes may materially affect Borrower’s ability
to pay this Note;







K. 

Reorganizes,
merges, consolidates, or otherwise changes ownership or business
structure without Lender’s prior written
consent;







L. 

Becomes
the subject of a civil or criminal action that Lender believes may
materially affect Borrower’s ability to pay this Note;
or







M. 

For
any reason it is determined that the Borrower is not eligible to
obtain this Loan under the Program or otherwise violates any term
or requirement of the Program.






 





5. 

LENDER’S RIGHTS IF THERE
IS A DEFAULT: Without notice or
demand and without giving up any of its rights, Lender
may:






 



A. 

Require
immediate payment of all amounts owing under this
Note;







B. 

Collect
all amounts owing from any Borrower; or







C. 

File
suit and obtain judgment.






 



6. 

LENDER’S GENERAL
POWERS: Without notice and
without Borrower’s consent, Lender may:






 



A. 

Incur
expenses to collect amounts due under this Note and enforce the
terms of this Note or any other Loan Document. Among other things,
the expenses may include payments for reasonable attorney’s
fees and costs. If Lender incurs such expenses, it may demand
immediate repayment from Borrower or add the expenses to the
principal balance;







B. 

Release
anyone obligated to pay this Note; and







C. 

Take
any action necessary to collect amounts owing on this
Note.






 



7. 

WHEN FEDERAL LAW
APPLIES: When SBA is the
holder, this Note will be interpreted and enforced under federal
law, including SBA regulations. Lender or SBA may use state or
local procedures for filing papers, recording documents, giving
notice, foreclosing liens, and other purposes. By using such
procedures, SBA does not waive any federal immunity from state or
local control, penalty, tax, or liability. As to this Note,
Borrower may not claim or assert against SBA any local or state law
to deny any obligation, defeat any claim of SBA, or preempt federal
law.






 



8. 

SUCCESSORS AND ASSIGNS:
Under this Note, Borrower includes its
successors, and Lender includes its successors and
assigns.






 



 

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9. 


GENERAL PROVISIONS:






 



A. 

Borrower
waives all suretyship defenses.







B. 

Borrower
must sign all documents necessary at any time to comply with the
Loan Documents.







C. 

Lender
may exercise any of its rights separately or together, as many
times and in any order it chooses. Lender may delay or forgo
enforcing any of its rights without giving up any of
them.







D. 

Borrower
may not use an oral statement of Lender or SBA to contradict or
alter the written terms of this Note.







E. 

If
any part of this Note is unenforceable, all other parts remain in
effect.







F. 

To
the extent allowed by law, Borrower waives all demands and notices
in connection with this Note, including presentment, demand,
protest, and notice of dishonor. Borrower also waives any defenses
based upon any claim that Lender did not obtain any guarantee; or
did not obtain, perfect, or maintain a lien upon
Collateral.








G.


Borrower
agrees to modify this Note if requested by Lender in order to
comply with the Program requirements and as necessary to ensure
this Note is guaranteed by the SBA under the Program. Further,
Borrower agrees that if the SBA or the U.S. Department of Treasury
issues a form note or other related loan documentation or otherwise
specifies documentation requirements with respect to loans made
pursuant to the Program it will immediately execute such note and
related loan documentation in such form as required to comply with
all Program requirements as requested by Lender. If Borrower
refuses to sign any such documentation, it hereby appoints Lender
as its attorney-in-fact to sign such documentation on its behalf
and such documentation will be enforceable as if signed directly by
Borrower.






 



10. 

STATE-SPECIFIC
PROVISIONS: Except as set forth
in Section 7, this Note will be governed by the laws of the state
of Louisiana.





 



11.


Agreement to Conduct Electronic
Transactions: The parties
expressly agree that the transactions and interactions they have
with one another in relation to this document may be conducted by
electronic means. Without limiting the generality of the foregoing,
the parties expressly agree that this document, and any other
instruments, agreements,documents, and communications related to
this document or related to the matters addressed in this document
(each, inclusive of this document, a "Covered Document"), may be
created, generated, sent, communicated, executed, signed,
delivered, transmitted, received, retained, stored, authenticated,
or otherwise processed, handled, or used by electronic means or in
electronic form. In the event that any party hereto signs a Covered
Document (including, without limitation, this document)
electronically, such party: (a) expressly states that such party
has signed such Covered Document in electronic form using an
electronic signature, and that such party intends for such party's
electronic signature to be such party's signature to such Covered
Document, and that by making such electronic signature, such party
intends to sign such Covered Document; (b) agrees to the terms of
such Covered Document in all respects, just as if such party had
signed a paper or other written or tangible version of such Covered
Document using a pen or other tangible writing instrument; and (c)
agrees that any such Covered Document will be valid for all legal
purposes under all applicable law, including, without limitation
and as applicable, under the Uniform Electronic Transactions Act as
enacted in the state whose governing law governs such Covered
Document, and under the Electronic Signatures in Global and
National Commerce Act.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

















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12. 



BORROWER’S NAME(S) AND SIGNATURE(S):






 


By signing below,
each individual or entity becomes obligated under this Note as
Borrower. To
the extent that Borrower has not delivered a certified borrowing
resolution, please have 100% of the owners and directors/managers
execute this Note, which execution hereby constitutes approval of
this loan; provided that only the Borrower will be liable for the
payment of this Note.


 


LAREDO
OIL, INC.


 


/s/
Bradley
E. Sparks







By:
Bradley E. Sparks


Its:
Chief Financial Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 















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