Full text
EXHIBIT E
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 1 of
16
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
In re:
PANTHERA ENTERPRISES, LLC,
Debtor
WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY,
Movant
V.
PANTHERA ENTERPRISES, LLC,
Respondent
BK No. 2:19-bk-00787
Chapter 11
AFFIDAVIT
)
)
STATE OF WEST VIRGINIA
COUNTY OF KANAWHA
)
to-wit:
This day personaliy appeared before me, a Notary Public in and for the jurisdiction
aforesaid, J. Steven Webb, who, being duly swom, stated as follows:
1.
I am Director of Financial Services for the West Virginia Economie Development
Authority ("WVEDA"). I make this Affidavit based upon my personal knowledge and if not my
Personal knowledge, based upon a review of the books and records of the WVEDA. I make this
Affidavit in support of WVEDA's Motion to Convert this Case to a Chapter 7 Proceeding, or, in
the Alternative, Dismiss this Bankruptcy Case for Bad Faith and WVEDA's Motion for Relief
- 1
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 2 of
16
from the Aiitomatic Stay to Fore close A gainst the Debtor's Real Property at 2506 Fish Pond
Road, Old Fields, Hardy County, West Virginia (together, "WVEDA's Motions").
2.
The WVEDA made two loans to Panthera Enterprises, LLC, formerly known as
TenX Group, LLC ("Debtor").
3.
A loan in the original principal amount of $5,000,000 was made to the Debtor on
August 21, 2013 to finance a portion of the Debtor's cost to acquire 689.40 acres in Moorefield
District, Hardy County, West Virginia. The loan is secured by a Crédit Line Deed of Trust and
Fixture Filing encumbering the 689.40 acres and a Collatéral Assignment of Leases and Rents.
4.
The second loan was made to the Debtor on July 2, 2014, in the original principal
amount of $1,871,505. This loan financed the acquisition of an additional 58.09 acres adjacent
to the 689.40 acre tract (together, the "Real Propertv"! and improvements to the Real Property.
This second loan is also secured by a Crédit Line Deed of Trust and Fixture Filing encumbering
the Real Property, and a Collatéral Assignment of Leases and Rents. The August 21, 2013 loan
and the July 2, 2014 loan are together referred to herein as the "Loans".
5.
Both of the Loans are guaranteed by the principals of the Debtor, James V. Punelli
and Raymond C. Jones. They are also guaranteed by Global Matrix Corporation, a corporation
solely owned by Raymond Jones, and by Pons Milvius LLC, a limited liability company whose
sole member is James Punelli (together, "Guarantors").
6.
The loan documents referenced in and attached to WVEDA's Motions are true and
correct copies of the loan documents held in WVEDA's files for the Debtor's Loans. These
include the 2013 loan documents attached as Exhibit A-1 (Loan Agreement dated August 21,
2013); Exhibit A-2 (Promissory Note dated August 21, 2013); Exhibit A-3 (Crédit Line Deed of
Trust and Fixture Filing, dated August 21, 2013); and Exhibit A-4 (Collatéral Assignment of
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 3 of
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Leases and Rents, effective August 21, 2013). They also include the 2014 loan documents
attached as Exhibit A-5 (Loan Agreement dated July 2, 2014); Exhibit A-6 (Promissory Note
dated July 2, 2014); Exhibit A-7 (Crédit Line Deed of Trust and Fixture Filing, dated July 2,
2014); and Exhibit A-8 (Collatéral Assignment of Leases and Rents, effective July 2, 2014).
7.
WVEDA filed a secured daim in the Debtor's bankruptcy case on October 23,
2019 for $6,477,180.47. A copy of WVEDA's Proof of Claim is attached to WVEDA's Motions
as Exhibit A.
8.
The Real Property is the site of a security opérations training facility ("Facilitv'T.
Prior to June 1, 2018, the Facility was operated by and training was provided by Panthera
Training Center, LLC ("PTC'L a subsidiary of the Debtor.
9.
The Debtor first defaulted on the Loans in February of 2015 by failing to make
the monthly payments due under the terms of the respective notes. The Loans were brought
current in May of 2015, but the Debtor defaulted again in August of 2015. Attached to this
Affidavit as Exhibit E-1 is a copy of the payment historiés for the Debtor's Loans, which are
taken from WVEDA's records for the Debtor's Loans.
10.
The Debtor made no payments on the two Loans in 2016. Ex. E-1.
11.
On May 20, 2017, the Debtor and WVEDA entered into a modified payment
arrangement whereby the Debtor agreed to pay $20,000 per month for each of the Loans.
12.
The Debtor defaulted on the modified payment arrangement, making just three (3)
of the nine (9) payments that were to be paid between May 20, 2017 and February 28, 2018. Ex.
E-1.
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 4 of
16
13.
On February 28, 2018, WVEDA sent a demand for payment to the Debtor and
Guarantors, giving the obligors a deadline of March 31, 2018 to cure the default, The Debtor
and Guarantors paid nothing.
14.
In May of 2018, WVEDA commenced a foreclosure under the two Crédit Line
Deeds of Trust that secured the Loans.
15.
Shortly after commencing foreclosure, the Debtor advised WVEDA that it had
entered into a Subcontract agreement with Panthera Training, LLC ("Panthera Training"). as of
June 1, 2018, as well as a Commercial Lease Agreement and an Agreement of assignment. The
Debtor further advised that it had terminated its lease with its subsidiary, PTC, for default, and
that Panthera Training, not PTC, would be operating the Facility going forward.
16.
Thereafter, WVEDA, the Debtor, PTC, and the Guarantors entered into a
Forbearance Agreement, effective as of July 6, 2018. A copy of the Forbearance Agreement is
attached to WVEDA's Motion as Exhibit A-9. WVEDA agreed to forbear from exercising its
rights under the Loan documents, including the Deeds of Trust, for a period of six (6) months.
The Debtor indicated, as it had done numerous times before, that it was talking with potential
investors and needed additional time to bring one or more on board.
17.
Per the terms of the Forbearance Agreement, Panthera Training was to send
directly to WVEDA its monthly rent payment of $52,000 due under its Commercial Lease with
the Debtor, which would be applied to the balances due on the Debtor's Loans.
18.
The Forbearance Agreement expired on January 6, 2019, at which time, the entire
balance due and owing on the Loans was immediately due and payable. No investor had
materialized.
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 5 of
16
19.
Panthera Training has timely paid the monthly payment of $52,000 to WVEDA.
Ex. E-1. In fact, the time during which Panthera Training has been forwarding payments to
WVEDA is the only time since 2014 that the WVEDA has consistently received timely
payments on the Loans. Ex. E-1. Nevertheless, there have been other defaults by the Debtor.
20.
WVEDA, by its counsel, sent the Debtor and Guarantors a notice of default and
demand for payment on August 14, 2019. A copy of the notice of default and demand for
payment is attached hereto as Ex. E-2 and încorporated herein by reference. The Debtor did not
respond, and WVEDA again commenced foreclosure. A foreclosure sale was scheduled and
noticed for September 16,2019,
Further the Afïiant saith not.
/j
/. /
Taken, subscribed and swom to before me this 3/ day ofOctober, 2019.
My commission expires:
[NOTARIAL SEAL]
NOTARY PUBLIC
OmOALSEM.
K0TARyPU6UC,SrATE0FWESTV!R6»fiAj
ftulaA.8nio:der
iSOMamln0MMn
omanwiscn
-5
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16
EXfflBIT E-1
Loan Historiés
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 7 of
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«
WV Economie Development Authority
Loan History
Sorted by Due Date, then Effective Date, then Check U
TenX Group, LLC
caren
Page 1 of 2
Fri, Jul 19, 2019 2:06:45 PM v9.019 (45)
Board Date:
Settled:
Type:
Phases:
Loan
Contact:
4/17/2014
Approved Loan Amount:
7/2/2014
Actual Loan Amount:
Standard
Balance at runtime:
$1.871.505.00
Corp: # 384 - BTI FUNDS
$1.871,505.00
Lender: # 1 - WV ECONOMIC DEVELOPMENT
Lender's Loan #:
$1.630.561.07
180 ASSOCIATION DRIVE, CHARLESTON, WV 25311 USA
1. Due 8/2/2014 for 17 Months, Typ P+l $13,734.66, Simple Interest: Constant Payment at 3.88%, 365 day year
2. Due 1/2/2016 for 30 Months, Typ P+l $13,734.66, Simple Interest: Constant Payment at 3.88%, 365 day year
3. Due 7/2/2018 for 163 Months, Manual Schedule Entries
Mr James Punelll
Panthera
215 Dépôt Court SE
Floor 2
Leesburg. VA 20175
Phone: 304-530-5555
Loan is Currently Open
RECEIPTS
Effective
Due
Late
Date
Check #
Date
Principal
Interest
Escrow
Other
Fee
Unappiied
Total
8/4/2014
992022
8/2/2014
$7,368.58
$6,366.08
$0.00
$0.00
$0.00
$0.00
$13.734.66
9/29/2014
992338
9/2/2014
$2,637.70
$11.096.96
$0.00
$0.00
$0.00
$0.00
$13.734.66
12/29/2014
20
10/2/2014
$0.00
$13,734.66
$0.00
$0.00
$0.00
$0.00
$13.734.66
12/29/2014
201
11/2/2014
$9,462.24
$4,272.42
$0.00
$0.00
$0.00
$0.00
$13,734.66
12/29/2014
202
12/2/2014
$13,734.66
$0.00
$0.00
30.00
$0.00
$0.00
$13.734.66
1/20/2015
26
1/2/2015
$9.435.64
$4,299.02
$0.00
$0.00
$0.00
$0.00
$13,734 66
5/18/2015
051815wi
2/2/2015
$0.00
$13.734.66
$0.00
$0.00
$0.00
$0.00
$13,734.66
5/18/2015
051815wi
3/2/2015
$4,528 94
$9,205.72
$0.00
$0.00
$0.00
$0 00
$13,734.66
5/18/2015
051815wi
4/2/2015
$13.734.66
$0.00
$0.00
$0.00
$0.00
$0.00
$13,734.66
5/18/2015
051815wi
5/2/2015
$13.734.66
$0.00
$0.00
$0.00
$0.00
$0.00
$13,734.66
6/2/2015
060215wl
6/2/2015
$10.869.51
$2,865.15
$0.00
$0.00
$0.00
$0.00
$13,734.66
7/31/2015
073115wi
7/2/2015
$2.533.51
$11.201.15
$0.00
$0.00
$0.00
$0.00
$13.734.66
10/7/2015
100715wi
8/2/2015
$843.22
$12.891.44
$0.00
$0.00
$0.00
$0.00
$13,734.66
10/8/2015
100815wi
9/2/2015
$13.545.16
$189.50
$0.00
$0.00
$0.00
$0.00
$13.734.66
6/1/2017
080117wi
10/2/2015
$20.000.00
$0.00
$0 00
$0.00
$0.00
$0.00
$20,000.00
7/6/2017
070617wi
11/2/2015
$0.00
$20,000.00
$0 00
$0.00
$0.00
$0.00
$20,000.00
7/6/2017
070617wi
11/2/2015
$0.00
($20.000.00)
$0.00
$0.00
$0.00
$0.00
($20.000.00)
7/6/2017
070617wi
11/2/2015
$20,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$20,000.00
9/12/2017
091217wi
12/2/2015
$20.000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$20,000.00
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 8 of
16
WV Economie Development Authority
Loan History
Sorted by Due Date, then Effective Date, then Check #
TenX Group, LLC
caren
Page 2 of 2
Fri. Jul 19, 2019 2:06:45 RM v9.019 (45)
RECEIPTS
Effective
Due
Late
Date
Check #
Date
Principal
Interest
Escrow
Other
Fee
Unapplied
Total
7/6/2018
117
1/2/2016
$0.00
$14,560.00
$0.00
$0.00
80.00
$0.00
814,560.00
8/3/2018
1071
2/2/2016
$0.00
$14,560.00
$0.00
$0.00
80.00
$0.00
$14,560.00
8/31/2018
083118wi
3/2/2016
$0.00
$14,560.00
$0.00
$0.00
$0.00
$0.00
$14,560.00
10/1/2018
100118wi
4/2/2016
$0.00
$14,560.00
$0.00
$0.00
80.00
$0.00
$14,560.00
11/1/2018
110118wi
5/2/2016
$0 00
$14.560.00
80.00
$0.00
$0.00
$0.00
$14,560.00
11/30/2018
113018wi
6/2/2016
$0.00
$14,560.00
$0.00
$0.00
$0.00
$0.00
$14,560.00
1/2/2019
010219wi
7/2/2016
$0.00
$14,560.00
$0.00
80.00
$0.00
$0.00
$14,560.00
NCShift
2/1/2019
8/2/2016
$5,715.45
($5,715.45)
$0.00
80.00
$0.00
$0 00
$0.00
2/1/2019
020119wi
8/2/2016
$0 00
$14,560.00
$0 00
$0.00
$0.00
$0.00
$14,560.00
3/1/2019
030119wi
9/2/2016
$14.560.00
$0.00
$0.00
80.00
$0.00
$0.00
$14,560.00
4/1/2019
040119wi
10/2/2016
$14.560.00
$0.00
$0.00
$0.00
$0.00
$0.00
$14,560.00
5/1/2019
050119wi
11/2/2016
$14,560.00
80.00
$0.00
$0.00
$0.00
50.00
$14,560 00
5/31/2019
053119wi
12/2/2016
$14,560.00
80.00
$0.00
$0.00
80.00
50.00
$14,560.00
7/1/2019
070119wi
1/2/2017
$14,560.00
$0.00
$0.00
$0.00
$0.00
80.00
$14,560.00
7/6/2018
117
7/2/2018
$0.00
$14,560.00
$0.00
$0.00
$0.00
80.00
$14,560.00
Rev Chk
7/6/2018
117
7/2/2018
$0 00
($14.560.00)
$0.00
$0 00
$0.00
$0.00
($14,560.00)
Total Received
Cash:
8235,228.48
$206,336.76
$0.00
$0.00
$0.00
80.00
8441,565.24
Non-Cash:
$5,715.45
($5.715.45)
$0.00
$0.00
$0.00
80.00
80.00
Total:
$240.943.93
$200,621.31
$0.00
$0.00
$0.00
80.00
8441,565.24
End of Report Processing:
Friday, July 19, 2019 2:06 RM
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 9 of
16
WV Economie Development Authority
Loan History
Sorted by Due Date, then Effective Date, then Check #
TenX Group, LLC
caren
Page 1 of 3
Fri, Jul 19. 2019 2:05:25 RM v9.019 (45)
Board Date;
Settled:
Type:
Phases:
Loan
Contact:
7/18/2013
8/21/2013
Standard
Approved Loan Amount:
Actual Loan Amount:
Balance at runtime:
$5,000,000.00
Corp: #384-BTIFUNDS
$5,000.000.00
Lender: # 1 - WV ECONOMIC DEVELOPMENT
Lender^s Loan #:
$4.303 970.49
180 ASSOCIATION DRIVE. CHARLESTON, WV 25311 USA
1. Due 9/21/2013 for 27 Months, Typ P+l $37,849.50, Simple Interest: Constant Payment at 4.34%, 365 day year
2. Due 12/21/2015 for 31 Months, Typ P+l $37,849.50, Simple Interest: Constant Payment at4.34%, 365 day year
3. Due 7/21/2018 for 153 Months, Manual Schedule Entries
Mr James Punelli
Panthera
215 Dépôt Court SE
Floor2
Leesburg, VA 20175
Phone: 304-530-5555
Loan Is Currently Open
RECEIPTS
Effective
Due
Late
Date
Check #
Date
Principal
Interest
Escrow
Other
Fee
Unapplied
Total
9/19/2013
1
9/21/2013
$21.202.92
$16,646.58
$0.00
$0.00
$0.00
$0.00
$37,849.50
10/28/2013
2
10/21/2013
$14,761.52
$23,087.98
$0.00
$0.00
$0.00
$0.00
$37,849.50
12/2/2013
3
11/21/2013
$17,190.95
$20,658.55
$0.00
$0.00
$0.00
$0.00
$37,849.50
1/27/2014
4
12/21/2013
$4,910.29
$32,939.21
$0.00
$0.00
$0.00
$0.00
$37,849.50
1/28/2014
5
1/21/2014
$37,261.88
$587.62
$0.00
$0.00
$0.00
$0.00
$37,849.50
3/13/2014
031314ach
2/21/2014
$12,189.14
$25,660 36
$0.00
$0.00
$0.00
$0 00
$37,849.50
5/8/2014
050814ac
3/21/2014
$5,27206
$32,577 44
$0.00
$0.00
$0.00
$0.00
$37,849.50
5/8/2014
050814ac
4/21/2014
$37,849.50
$0.00
$0.00
$0.00
$0.00
$0.00
$37,849.50
6/16/2014
992017
5/21/2014
$15,361.71
$22,487.79
$0.00
$0.00
$0.00
$0.00
$37,849.50
7/10/2014
992021
6/21/2014
$24,054.78
$13,794.72
$0.00
$0.00
$0.00
$0.00
$37,849.50
8/8/2014
992326
7/21/2014
$21,263.82
$16,585.68
$0.00
$0.00
$0.00
$0.00
$37,849 50
9/29/2014
992337
8/21/2014
$8,241.22
$29,608.28
$0.00
$0.00
$0.00
$0.00
$37,849 50
11/5/2014
991179
9/21/2014
$16,818 33
$21,031.17
$0.00
$0.00
$0.00
$0.00
$37,849.50
12/29/2014
21
10/21/2014
$7,263.36
$30,586,14
$0.00
$0.00
$0.00
$0.00
$37,849.50
12/29/2014
20
11/21/2014
$37,849.50
$0.00
$0.00
$0.00
$0.00
$0.00
$37,849.50
1/20/2015
25
12/21/2014
$25,506.40
$12.343.10
$0.00
$0.00
$0.00
$0.00
$37,849.50
1/23/2015
27
1/21/2015
$36,175.44
$1,674.06
$0.00
$0.00
$0.00
$0.00
$37.849 50
5/18/2015
051815wi
2/21/2015
$0.00
$37,849.50
$0.00
$0.00
$0.00
$0.00
$37,849.50
5/18/2015
051815wi
3/21/2015
$12,021.20
$25,828.30
$0.00
$0.00
$0.00
$0.00
$37,849.50
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 10
of 16
*
WV Economie Development Authority
Loan History
Sorted by Due Date, then Effective Date, then Check #
TenX Group, LLC
caren
Page2of 3
Fh. Jui19. 2019 2:05:25 PM v9.019(45)
RECEIPTS
Total Received
Effective
Due
Late
Date
Check#
Date
Principal
Interest
Escrow
Other
Fee
Unapplied
Total
5/18/2015
051815wi
4/21/2015
$37,849.50
$0.00
$0.00
50.00
$0.00
$0.00
$37,849.50
5/18/2015
051815wi
5/21/2015
$37,849.50
$0.00
$0.00
$0.00
$0.00
$0.00
$37,849.50
7/31/2015
073115wi
6/21/2015
$0.00
$37,849.50
$0.00
$0.00
$0 00
$0.00
$37.849.50
10/7/2015
100715wi
7/21/2015
$0.00
$37,849.50
$0.00
$0.00
$0.00
50.00
$37,649.50
10/7/2015
100715wir
8/21/2015
$36,401.32
$1,448.18
$0.00
$0.00
$0.00
$0.00
$37,849.50
6/1/2017
060117wi
9/21/2015
$20,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$20,000.00
7/6/2017
070617wi
10/21/2015
$0.00
$20.000.00
$0.00
$0.00
$0.00
50.00
$20,000.00
7/6/2017
070617wi
10/21/2015
$0.00
($20.000.00)
$0.00
$0.00
$0.00
$0.00
($20,000.00)
7/6/2017
070617wi
10/21/2015
$20.000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$20,000.00
9/12/2017
091217wi
11/21/2015
$20,000.00
$0.00
$0.00
$0.00
$0.00
50.00
$20,000.00
7/6/2018
117
12/21/2015
$0.00
$37,440.00
50.00
$0.00
$0.00
50.00
$37,440.00
8/3/2018
1071
1/21/2016
50.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
8/31/2018
083118wi
2/21/2016
$0.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
10/1/2018
100118wi
3/21/2016
$0.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
11/1/2018
110118wi
4/21/2016
$0.00
$37,440.00
$0.00
50.00
$0.00
$0.00
$37.440.00
11/30/2018
113018wi
5/21/2016
$0.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
537,440.00
1/2/2019
010219wi
6/21/2016
$0.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
2/1/2019
020119wi
7/21/2016
$0.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
3/1/2019
030119wi
8/21/2016
$18,975.17
$18,464.83
$0.00
$0.00
50.00
$0.00
$37,440.00
4/1/2019
040119wi
9/21/2016
$37,440.00
$0.00
$0.00
$0.00
50.00
$0.00
$37,440.00
5/1/2019
050119wi
10/21/2016
$37,440.00
$0.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
5/31/2019
053119wi
11/21/2016
$37.440.00
$0.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
7/1/2019
070119wi
12/21/2016
$37,440.00
$0.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
7/6/2018
117
7/21/2018
$0.00
$37,440.00
$0.00
$0.00
$0.00
$0.00
$37,440.00
7/6/2018
117
7/21/2018
$0.00
($37,440.00)
$0.00
$0.00
$0.00
$0.00
($37,440.00)
Cash:
$696,029.51
$759,078.49
50 00
$0.00
50.00
$0.00
$1.455,108.00
Non-Cash:
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Total:
$696,029.51
$759,078.49
$0.00
$0.00
$0.00
$0.00
$1,455,108.00
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 11
of 16
WV Economie Development Authority
Loan History
Sorted by Due Date, then Effective Date, then Check #
TenX Group, LLC
End of Report Processing:
Friday, July 19, 2019 2:05 RM
caren
Page 3 of 3
Fri. Jul19. 2019 2:05:25 PM v9.019(45)
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 12
of 16
EXHIBIT E-2
Notice of Default and Demand for Payment,
dated August 14,2019
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 13
of 16
spilman
I thomas & battle
William M. Herlihy
304.340.3838
wherlihy@spilmanlaw.com
August 14, 2019
Via Certified Mail (Return Receipt
Reauested) and Via U.S. Mail
Panthera Enterprises, LLC
1900 Campus Gommons Drive, Suite 100
Reston, Virginia 20191
Attention: James V. Punelli, Manager
James V. Punelli
11654 Plaza America Drive, #320
Reston, Virginia 20190
Raymond C. Jones
43787 Bent Creek Terrance
Leesburg, Virginia 20176
Via Certifîed Mail (Return Receipt
Reouested) and Via U.S. Mail
Global Matrix Corporation
43787 Bent Creek Terrance
Leesburg, Virginia 20176
Attention: Raymond C. Jones
Pons Milvius LLC
11654 Plaza America Drive, #320
Reston, Virginia 20190
Attention: James V. Punelli
RE: NOTICE OF DEFAULT / DEMAND LETTER
PANTHERA ENTERPRISES. LLC
Dear Borrower and Guarantors:
My firm represents West Virginia Economie Development Authority ("WVEDA") in
connection with the herein referenced Loan Agreements.
Panthera Enterprises, LLC (fka Tenx Group LLC, the "Borrower") entered into a Loan
Agreement dated August 21, 2013, by which the Borrower agreed to repay the original loan
balance of $5,000,000 ("First Loan") under the terms and conditions set forth therein (the "First
Loan Agreement"). The Borrower also entered into another Loan Agreement dated July 2,2014,
by which the Borrower agreed to repay the original loan balance of $1,871,505 ("Second Loan")
under the terms and conditions set forth therein (the "Second Loan Agreement") (collectively,
the "Loan Agreements"). Repayment of the indebtedness evidenced by the Loan Agreements is
secured by (1) a Crédit Line Deed of Trust and Fixture Filing dated August 21, 2013, securing
the First Loan in which Borrower granted a lien on a tract of real property containing
689.40 acres, more or less, located in the Moorefield District of Hardy Coimty, West Virginia
(the "First Deed of Trust"); (2) a Crédit Line Deed of Trust and Fixture Filing dated July 2, 2014,
securing the Second Loan in which Borrower granted a lien on two tracts of real property
containing 689.40 acres and 58.09 acres, more or less, located in the Moorefield District of
Hardy Coimty, West Virginia (the "Second Deed of Trust") (collectively, the "Deeds of Trust")
Spilman Thomas & Battle. PLLC
300 Kanawha Boulevard. East |
PO Box 273 j Charleston. WV 25321-0273 |
P 30A.340.3800 j F 304.3A0.3801
West Virginia j North Carolina |
Pennsylvanie |
Virginia j spilmanlaw.com
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 14
of 16
Panthera Enterprises, LLC, et al.
August 14,2019
Page 2
(the real property referred to in the Deeds of Trust is referred to as the "Collatéral"); (3) Guaranty
Agreements dated August 21, 2013, securing the First Loan executed by Matrix Corporation,
Pons Milvius LLC, Raymond C. Jones, and James V. Punelli (tlie persons signing same are
referred to hereinafter collectively as the "Guarantors"); and (4) Guaranty Agreements securing
the Second Loan dated July 2,2014, executed by the Guarantors (collectively, the "Guaranties").
As you know, the Borrower and Guarantors (collectively, the "Obligors") executed a
Forbearance Agreement dated July 6, 2018, by which the Obligors agreed and acknowledged
that they were in default of their obligations under the Loan Agreements. The Forbearance
Agreement required, inter alia: (1) the Borrower to repay the flill outstanding balances no later
than January 6,2019; (2) the Borrower to reduce delinquent property taxes; and (3) the Borrower
to commit no other defaults under the Loan Documents. The Forbearance Agreement provides
that upon the failure by the Obligors to fulfill any of the above conditions, the Borrower agreed
that WVEDA would be entitled to déclaré the entire balances immediately due and payable and
to exercise ail of its rights and remédiés under the Loan Agreements and supporting documents
without any right to cure.
Without waiving the right to rely upon or déclaré any additional events of default, the
Obligors bave defaulted imder the Loan Documents in the following ways: (1) FAILURE TO
PAY WITHIN FORBEARANCE PERIOD; (2) SUBJECTING THE COLLATERAL TO
UNAUTHORIZED THIRD PARTY LIENS; (3) FAILURE TO PAY AND MAINTAIN REAL
ESTATE TAXES SUCH THAT THE COLLATERAL WAS SUBJECT TO TAX SALE and;
(4) SALE OF THE TIMBER ON THE COLLATERAL TO A THIRD PARTY. Based on the
foregoing events of default, WVEDA exercises its rights under the Loan Agreements, supporting
documents, and Forbearance Agreement. WVEDA déclarés the accrued interest of $426,294.80
plus unpaid principal of $4,266,530.49 for a total outstanding balance of $4,692,825.29 due
under the First Loan Agreement and the accrued interest of $145,622.83 plus unpaid principal of
$1,616,001.07 for a total outstanding balance of $1,761,623.90 due imder the Second Loan
Agreement are both immediately due and payable in full. The balances on the First and Second
Loans are effective as of August 1, 2019, and interest continues to accrue on these loans.
WVEDA is also entitled under the goveming loan documents to recover its attorneys' fees and
expenses, which are not included in the above numbers, along with interest that continues to
accrue.
If the Obligors fail to pay the above balances on or before August 21, 2019, then
WVEDA will move to exercise the full panoply of its rights and remedies under the goveming
loan documents, including foreclosure of the Collatéral and recovery of the deficiency balance, if
any, remaining after application of the proceeds of such sale. If the Obligors intend to pay the
full balance, please contact the undersigned for an updated payoff figure immediately before
processing such payment.
In no event shall this letter be constmed as evidence of forbearance of any kind on the
part of WVEDA. The spécification herein of certain rights, remedies or actions WVEDA may
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 15
of 16
Panthera Enterprises, LLC, et al.
August 14, 2019
Page 3
lom.Ms
take in seeking to collect the indebtedness is without limitation of any other right, remedy or
action WVEDA may elect to take or pursue. Nothing contained in this letter shall act to release
or waive any right or remedy of WVEDA or any default or failure to perform on the part of the
Obligors in regard to the Loan Agreements and supporting documents or any of the Obligors'
obligations in regard to the same.
Any negotiations or discussions with WVEDA or any représentative of WVEDA
regarding the Loan Agreements and the Collatéral shall not be binding upon WVEDA unless and
until there is an agreement in writing executed by WVEDA and the appropriate counter party.
V^ry truly yours,
o
tyVVL*.
William
cc:
Caren D. Wilcher (via e-mail)
Steven J. Webb (via e-mail)
No. 2:19-bk-00787 Doc 53-4 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 16
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