LENDING AGREEMENT
10/28/2008
THIS LENDING AGREEMENT ("This lending agreement") is made effective as to the , day of , .
The following is intended to set out the basic terms and conditions agreed to between Gateway Resources Ltd. or Gateway Resources U.S.A. Inc. (hereinafter referred to as "GATEWAY") and (hereinafter referred to as "the Lender(s)")
WHEREAS the parties hereto desire to make effective the terms and conditions under which the parties shall conduct lending of cash funds and repayment of such cash funds.
NOW THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter contained, it is hereby agreed as follows:
1. DEFINITIONS:
The following terms and expressions shall have the meanings ascribed as follows:
A. "principal" shall mean $ ___ supplied by the lender to GATEWAY under this Lending Agreement and shall not be less than $2,000.
B. "interest" shall mean that amount calculated according to the following formula: (unpaid balance on last day of month) * .0083333 = (interest payable for the month calculated). The month the loan is initialized the interest will be prorated for the portion of the month GATEWAY actually held the funds.
C. "10% interest rate" shall mean the twelve month summation of the interest calculated in "B." above
D. "loan payment shall mean the amount of monthly or quarterly cash payment from GATEWAY to the lender required to retire principal and interest over a 36 month period from the date of this Lending Agreement.
E. "accelerated pre-payment" shall mean that portion of the actual cash payment GATEWAY pays to the Lender which is an amount larger than the normal loan payment and that the difference is applied towards the outstanding principal balance.
F. "crisis provision" shall mean that GATEWAY may suspend or reduce the loan payment or extend the amortization period should posted Oklahoma Sweet crude prices fall below $75/BBL. GATEWAY may not suspend or reduce the calculation of interest on the unpaid balance without written permission of the Lender.
LOAN No.: .
LENDING AGREEMENT
2. COMMITTMENT:
The Lender will provide to GATEWAY the principal amount indicated in "A" above within 7 days of the effective date of this lending agreement. Upon receipt of principal GATEWAY will create a loan account in the name of the Lender. Interest credit for the partial month will be credited to the account. GATEWAY will make loan payments monthly unless the crisis provision as explained in "F" above is invoked. GATEWAY will provide the Lender with a calendar year statement of the account describing loan payments, interest and principal detail, and outstanding balances. GATEWAY may retire the principal and interest according to the accelerated pre-payment provision explained in "E" above.
If the foregoing is in accordance with your understanding of the agreement reached among our companies/persons, please indicate your acknowledgment and acceptance by signing this lending agreement.
Signature: .
Name: .
Address: .
, Address: .
A. Blaine Hanks City/State/Prov: .
Per: Gateway Resources Ltd. Zip/Postal Code: .
Gateway Resources U.S.A. Inc. Phone: .
SSN/SIN #: .
Please sign both copies and return one copy to the following addresses:
Gateway Resources U.S.A. Inc.
1821 SE Arbor Drive
Bartlesville, Oklahoma
U.S.A. 74006
1-918-333-2115
LOAN No.: .