Exhibit 10.2
PROMISSORY NOTE
(THIS "NOTE")
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$75,000,000.00 Houston, Texas November 19, 2010
FOR VALUE RECEIVED and WITHOUT GRACE (except to the extent, if any,
provided in the Credit Agreement referred to hereinafter), the undersigned
("Maker") promises to pay to the order of AMEGY BANK NATIONAL ASSOCIATION
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("Payee"), at the Principal Office (as such term is defined in the Credit
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Agreement referred to hereinafter) ofAmegy Bank National Association, SEVENTY
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FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00) or so much thereof as may be
advanced against this Note and remains unpaid pursuant to the Credit Agreement
dated effective November 19, 2010 by and among Maker, the lenders signatory
thereto or bound thereby from time to time, including, without limitation,
Payee, and Amegy Bank National Association, in its capacities as administrative
agent, issuing bank for letters of credit issued thereunder and collateral agent
for such lenders and, under certain circumstances, certain other parties (as
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amended, supplemented, restated or otherwise modified from time to time, the
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"Credit Agreement"), together with interest at the rates and calculated as
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provided in the Credit Agreement.
Reference is hereby made to the Credit Agreement for matters governed thereby,
including, without limitation, certain events which will entitle the holder
hereof to accelerate the maturity of all amounts due hereunder. Capitalized
terms used but not defined in this Note shall have the respective meanings
assigned to such terms in the Credit Agreement.
This Note is issued pursuant to, is a "Note" under, and is payable as provided
in the Credit Agreement. Subject to compliance with applicable provisions of
the Credit Agreement, Maker may at any time pay the full amount or any part of
this Note without the payment of any premium or fee, but such payment shall not,
until this Note is fully paid and satisfied, excuse the payment as it becomes
due of any payment on this Note provided for in the Credit Agreement.
Without being limited thereto or thereby, this Note is secured by the Security
Documents.
THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS,
WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.
CEP-M PURCHASE, LLC
By: Current Energy Partners Corporation,
its Manager
By: \s\ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Chief Executive Officer
