EXHIBIT 10.1
Global Beverage Solutions, Inc.
▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
October 9, 2007
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SOS Resource Services, Inc.
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▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Resale of Secured Promissory Note
Dear ▇▇. ▇▇▇▇▇:
This letter agreement sets forth our understanding regarding the resale by
Global Beverage Solutions, Inc. ("Global Beverage") to SOS Resource Services,
Inc. (the "Buyer") of that certain secured promissory note, dated as of January
16, 2007 (the "Secured Promissory Note"), issued by ▇▇▇▇ Partners, Ltd. to
Global Beverage.
In consideration of the mutual agreements and understandings set forth
herein, the parties hereto hereby agree as follows:
1. Agreement to Repurchase. Upon the basis of the representations and
warranties and subject to the terms and conditions herein set forth, Global
Beverage hereby agrees to sell, and the Buyer hereby agrees to buy, the Secured
Promissory Note for an aggregate purchase price of $700,000 (the "Purchase
Price").
2. Payment and Delivery. Payment of the Purchase Price for the Secured
Promissory Note shall be made on the date hereof (i) by wire transfer of
$100,000 to an account designated by Global Beverage and (ii) delivery of a
note, in the form attached hereto as Exhibit A, by the Buyer in the principal
amount of $600,000, against delivery of the Secured Promissory Note.
3. Representations and Warranties of Global Beverage. Global Beverage
represents and warrants to the Buyer that:
(a) Global Beverage has the full power and authority to enter into, execute
and deliver this letter agreement and perform the obligations contained herein;
(b) the execution and delivery by Global Beverage of this letter agreement
and the performance by it of its obligations contemplated in this letter
agreement have been duly authorized by all necessary corporate or other action
of Global Beverage;
(c) the execution, delivery and performance of this letter agreement by
Global Beverage will not conflict with or result in any material breach or
violation of any of the terms and conditions of, or constitute (with notice or
lapse of time or both) a default under, any instrument, contract or other
agreement to which Global Beverage is a party or by which it is bound; and
(d) Global Beverage is the owner of, and has and at all relevant times will
have good and marketable title to the Secured Promissory Note, free and clear of
all liens, pledges and encumbrances of any kind.
4. Representations and Warranties of the Buyer. The Buyer represents and
warrants to Global Beverage that:
(a) the Buyer has the full power and authority to enter into, execute and
deliver this letter agreement and perform the obligations contained herein;
(b) the execution and delivery by Buyer of this letter agreement and the
performance by it of its obligations contemplated in this letter agreement have
been duly authorized by all necessary corporate or other action of the Buyer;
(c) the execution, delivery and performance of this letter agreement by the
Buyer will not conflict with or result in any material breach or violation of
any of the terms and conditions of, or constitute (with notice or lapse of time
or both) a default under, any instrument, contract or other agreement to which
the Buyer is a party or by which it is bound;
(d) THE BUYER UNDERSTANDS THAT THE SECURED PROMISSORY NOTE IS A SPECULATIVE
INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY IT OF ITS ENTIRE
INVESTMENT;
(e) the Buyer is knowledgeable and experienced in financial and business
matters. The Buyer is capable of evaluating the merits and risks of an
investment in the Secured Promissory Note;
(f) the Buyer is an "accredited investor" as defined in Rule 501(a) of the
Securities Act of 1933 (the "Securities Act");
(g) the Buyer acknowledges that neither Global Beverage nor any person
acting on its behalf offered to sell the Secured Promissory Note by means of any
form of general solicitation or advertising;
(h) the Buyer is acquiring the Secured Promissory Note for its own account,
for investment only and not with a view toward the resale, fractionalization,
division or distribution thereof and the Buyer has no present plans to enter
into any contract, undertaking, agreement or arrangement for any such resale,
distribution, division or fractionalization thereof; and
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(i) the Buyer understands that the Secured Promissory Note has not been
registered under the Securities Act or under any state securities laws and,
therefore, the Secured Promissory Note cannot be resold or otherwise transferred
unless subsequently registered under the Securities Act, or an exemption from
such registration is available.
5. Governing Law. This letter agreement shall be governed by and construed
in accordance with the internal laws of the State of Florida, without regard to
the principles of conflict of laws that would provide for application of another
law.
6. Entire Agreement; Counterparts. This Agreement contains the entire
agreement between the parties with respect to the Secured Promissory Note. Any
oral or written agreements, representations, warranties, written inducements, or
other communications made prior to the execution of this letter agreement with
respect to the Secured Promissory Note shall be null and void. This letter
agreement may be executed in counterparts, each of which when taken together
shall constitute an original of this letter agreement.
7. Notices. All notices, other communications or documents provided for or
permitted to be given hereunder shall be made in writing and shall be given
either personally by hand-delivery, by facsimile transmission, by mailing the
same in a sealed envelope, registered first-class mail, postage prepaid, return
receipt requested, or by reputable courier guaranteeing overnight delivery:
(a) if to the Buyer, to
SOS Resources Service, Inc.
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Attention: Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to Global Beverage, to:
Global Beverage Solutions, Inc.
▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Each party, by written notice given to each other in accordance with this
paragraph 7 may change the address to which notices, other communications or
documents are to be sent to such party. All notices, other communications or
documents shall be deemed to have been duly given: (i) at the time delivered by
hand, if personally delivered; (ii) when receipt is acknowledged orally by
addressee or by machine confirmation of transmission, if by facsimile
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transmission; (iii) five business days after having been deposited in the mail,
postage prepaid, if mailed by first class air mail; and (iv) on the first
business day with respect to which a reputable air courier guarantees delivery;
provided, however, that notices of a change of address shall be effective only
upon receipt.
8. Successors and Assigns. This letter agreement shall be binding upon the
Buyer and Global Beverage and their successors and assigns.
[Remainder of Page Intentionally Left Blank]
If this letter agreement correctly sets forth our understanding, please so
acknowledge by signing below and returning a signed copy of the letter agreement
to Global Beverage.
GLOBAL BEVERAGE SOLUTIONS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer and President
Acknowledged and Agreed
to as of the date first
written above: October 9, 2007
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
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Exhibit A
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FORM OF NOTE
SOS Resource Services
▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ $600,000.00
October 10, 2007
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, SOS Resources(the "Borrower"),
promises to pay to the order of Global Beverage Solutions, Inc. (the "Lender"),
at the Lender's offices at ▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other place as the holder of this Promissory Note may from
time to time designate, the principal sum of Six hundred Thousand Dollars and
Zero Cents ($600,000.00) (the "Principal Sum"), together with interest thereon
at the rate or rates hereafter specified and all other sums which may be owing
to the Lender by the Borrower pursuant to this Promissory Note. The following
terms shall apply to this Promissory Note.
1. Schedule of Payments: Eight (8) payments of $75,000 shall be paid weekly
to Global Beverage Solutions at the above address on the following dates:
Date Payment
---- -------
October 22, 2007 $75,000
October 29, 2007 $75,000
November 5, 2007 $75,000
November 12, 2007 $75,000
November 19, 2007 $75,000
November 26, 2007 $75,000
December 3, 2007 $75,000
December 10, 2007 $75,000
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Total Eight (8) Payments $600,000
1) Final Payment of Unpaid Principal Sum and Interest. Payment of any
unpaid Principal and any unpaid Interest shall be made on December 10,
2007. Nothing herein shall prevent Borrower from prepaying this Promissory
Note in whole or in part at any time or from time to time without premium
or additional interest. Unless applicable law provides otherwise, all
payments received by Lender shall be applied: first, to all costs of
collection and
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attorney fees; second, to interest due; and last, to principal due under
the Promissory Note.
2. Expenses of Collection. Upon a default under this Promissory Note, this
Promissory Note may be referred to an attorney for collection. Should this
Promissory Note be referred to an attorney for collection, whether or not
judgment has been confessed or suit has been filed, the Borrower shall pay all
of the holder's reasonable costs, fees (including, but not limited to,
reasonable attorneys' fees) and expenses resulting from such referral.
3. Waiver of Protest. The Borrower and all parties to this Promissory Note,
whether maker, endorser, or guarantor, waive presentment, notice of dishonor and
protest.
4. Notices. Any notice required or permitted by or in connection with this
Promissory Note shall be given as follows:
To the Lender:
Global Beverage Solutions, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To the Borrower:
SOS Resource Services, Inc. ▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Notwithstanding anything to the contrary, all notices and demands for payment
from the holder actually received in writing by the Borrower shall be considered
to be effective upon the receipt thereof by the Borrower regardless of the
procedure or method utilized to accomplish delivery thereof to the Borrower.
5. Binding Effect. This Promissory Note shall inure to the benefit of and
be enforceable by the Lender and the Lender's successors and assigns and any
other person to whom the Lender may grant an interest in the Borrower's
obligations to the Lender, and shall be binding and enforceable against the
Borrower and the Borrower's successors and assigns.
6. Severability. If any provision or part of any provision of this
Promissory Note shall for any reason be held invalid, illegal or unenforceable
in any respect, such invalidity,
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thereof had never been contained herein, but only to the extent of its
invalidity, illegality or unenforceability.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of
the day and year and at the place first written above.
THE BORROWER:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
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