The transmittal of this document does not constitute an offer by LANTAX, LTD and
the proposed loan agreement made reference to herein shall not be binding upon
the Lender unless actually signed by the Lender. This transmittal does not
represent a Memorandum of Agreement. LANTAX, LTD is under no obligation to
proceed with the consummation of the proposed transaction.
Collateralized Loan Agreement Preliminary Term SheetDecember 08, 2004Pledged Collateral: SKYWAY COMMUNICATIONS HOLDINGS CORP (OTC BB: SWYC.OB)
Loan Recipient: SkyWay Communications Holdings Corp.
Number of Shares: 25,000,000 (twenty five million) freely tradable common shares
Closing Date: TBD
Loan Terms: 5 (five) Year, Non-Recourse Loan
Synthetic Loan Protection: As a benefit of the Borrower,
sixty percent of any appreciation of the Collateral
shall be protected for the account of the Borrower. At
loan maturity, Borrower shall be entitled to recoup the
first sixty percent of any available appreciation in
the value of the Collateral over the value at closing,
with the remainder, if any, for the account of the
Lender. Pursuant the terms of the loan Agreement, the
Lender shall look only to the Collateral should its
value fall below the Borrowers total Obligation.
Interest Rate: Prime Rate (4%) plus 100 basis points (1%) adjusted quarterly.
Loan to Value: 85% loan to value
Strike Price Percentage of closing bid price on day of delivery,
based on today's (12/08/04) bid price of $ .15 per share,
price to be adjusted on each bay of closing.
Estimated Loan Amount: $24,000,000 (Twenty Four Million Dollars) less funding
fee, to be funded in traunches of $10,000,000 (Ten Million
Dollars), and $1,000,000 (One Million Dollars) every other
month thereafter for a total of $24,000,000.
Governing Law: Florida
Loan Origination Fee: 3% (Of Loan Amount)
Funding Fee: 2% (Of Collateral Market Value)
Upon acceptance of this Term Sheet, the following is required to complete all
o Position Statement (Brokerage Statement if in DTC form; Copy of
Certificate if in Certificate form);
o Legal Opinion (Stating affiliation/non-affiliation with company,
status of shares, date issued, etc...);
o Recipient's Banking (Name, Address, and Phone Number)
o Recipient's personal or business contact information (Address and
I (We) hereby accept the Terms and condition set forth in this Preliminary Term
/s/ Brent Kovar/s/ Dr. Thabo Stephens
Borrower: Brent Kovar Lender: Dr. Thabo Stephens
Title: President, SkyWay Communications Title: Principal Lender, LANTAX LTD
Date: 6 December 2004 Date: 6 December 2004
Dates Referenced Herein and Documents Incorporated by Reference