EFCR News
eol.edgar-online.com
On December 15, 2005, EGPI Firecreek, Inc. (the “Firecreek”) issued a promissory note in the face amount of $343,000 (the “Note”) to Dutchess Private Equities Fund, L.P. (the “Fund”) and Dutchess Private Equities Fund, II, L.P. (the “Fund II”, together with the Fund, “Dutchess”). The Note bears no interest and matures on December 15, 2006. The Note was issued in connection with that certain Investment Agreement entered into by and between Firecreek and Dutchess establishing an Equity Line of Credit (the “Equity Line”).
Payments made by Firecreek in satisfaction of the Note are to be paid from each Put pursuant to the Equity Line. Firecreek shall make payments to Dutchess in the amount of the greater of (i) one hundred percent (100%) of each Put to Dutchess from Firecreek; or (ii) $28,645.83 until the face amount of the Note is paid in full, minus any fees due. As collateral, Firecreek has agreed to issue forty (40) Put Notices to Dutchess for the full amount applicable under the Equity Line. In the event that the principal amount of the Note is not paid in full upon maturity, Dutchess shall be entitled to a ten percent (10%) penalty and an additional two and one-half percent (2.5%) per month paid as liquidated damages.
In the event of default, Dutchess may elect to secure a portion of Firecreek’s assets not to exceed two hundred percent (200%) of the face amount of the Note. Moreover, in the event of default, Dutchess may switch the residual amount owing under the Note to a three-year, fifteen percent (15%) interest bearing debenture with principal and accrued interest convertible into the lesser of (i) fifty percent (50%) of the lowest closing bid price during the fifteen (15) trading days immediately preceding the convertible maturity date or (ii) 100% of the lowest bid price for the twenty (20) trading days immediately preceding the convertible maturity date. Firecreek has agreed to give certain registration rights for the underlying shares of common stock. |
