TERM NOTE
This Term
Note (this “Note”) is executed and delivered under and pursuant to the terms of
that certain Revolving Credit, Term Loan and Security Agreement dated as of the
date hereof (as amended, modified, supplemented or restated from time
to time, the “Loan Agreement”) by and among HYBROOK RESOURCES CORP. (to be
renamed BEST ENERGY SERVICES, INC.), a Nevada corporation (“Best”), XXX XXXXXX
DRILLING COMPANY, a Utah corporation (“BBD”) and BEST WELL SERVICE, INC., a
Kansas corporation (“BWS” and together with Best and BBD, each a “Borrower” and
jointly and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”),
the various other financial institutions named therein or which hereafter become
a party thereto (together with PNC, collectively, the “Lenders”) and PNC as
agent for the Lenders (in such capacity, “Agent”). Capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the
Loan Agreement.
FOR VALUE
RECEIVED, Borrowers jointly and severally promise to pay to the order of PNC
BANK, NATIONAL ASSOCIATION (“PNC”) at Agent’s offices located at Xxx Xxxxx
Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000, or at such other place as
the holder hereof may from time to time designate to Borrowing Agent in
writing:
(i) the
principal sum of FIVE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS
($5,850,000.00), or if different from such amount, PNC’s Commitment Percentage
of the unpaid principal balance of the Term Loan as may be due and owing from
time to time under the Loan Agreement, payable in accordance with the provisions
of the Loan Agreement, subject to acceleration upon the occurrence of an Event
of Default under the Loan Agreement or earlier termination of the Loan Agreement
pursuant to the terms thereof; and
(ii) interest
on the principal amount of this Note from time to time outstanding payable at
the applicable Term Loan Rate in accordance with the provisions of the Loan
Agreement. Upon and after the occurrence of an Event of Default, and
during the continuation thereof, interest shall be payable at the applicable
Default Rate. In no event, however, shall interest hereunder exceed
the maximum interest rate permitted by law.
This Note
is one of the Term Notes referred to in the Loan Agreement and is secured, inter
alia, by the liens granted pursuant to the Loan Agreement and the Other
Documents, is entitled to the benefits of the Loan Agreement and the Other
Documents, and is subject to all of the agreements, terms and conditions therein
contained.
This Note
is subject to mandatory prepayment and may be voluntarily prepaid, in whole or
in part, on the terms and conditions set forth in the Loan
Agreement.
If an
Event of Default under Section 10.7 of the Loan Agreement shall occur, then this
Note shall immediately become due and payable, without notice, together with
attorneys’ fees if the collection hereof is placed in the hands of an attorney
to obtain or enforce payment hereof. If any other Event of Default
shall occur under the Loan Agreement or any of the Other Documents which is not
cured within any applicable grace period, then this Note may, as provided in the
Loan
Agreement, be declared to be immediately due and payable, without notice,
together with attorneys’ fees, if the collection hereof is placed in the hands
of an attorney to obtain or enforce payment hereof.
This Note
shall be governed by and construed in accordance with the laws of the State of
New York.
Each
Borrower expressly waives any presentment, demand, protest, notice of protest,
or notice of any kind except as expressly provided in the Loan
Agreement.
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to
be renamed BEST ENERGY SERVICES, INC.)
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By: /s/ Xxxxx
Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title:
CEO
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XXX BEEMMAN
DRILLING, COMPANY
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| By: /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | |
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Title:
President
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| BEST WELL SERVICE, INC. | |
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By: /s/ Xxxxx
Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title:
President
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| STATE OF TEXAS | ) |
| ) ss. | |
| COUNTY OF XXXXXXXXXX | ) |
On this
12TH day of FEBRUARY, 2008, before me personally came XXXXX XXXXXXXX, to me
known, who, being by me duly sworn, did depose and say that s/he is the CEO of
HYBROOK RESOURCES CORP., the corporation described in and which executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the
board of directors of said corporation.
/s/
Xxxx Xxxxx
Notary
Public
| STATE OF TEXAS | ) |
| ) ss. | |
| COUNTY OF XXXXXXXXXX | ) |
On this
12TH day of FEBRUARY, 2008, before me personally came XXXXX XXXXXXXX, to me
known, who, being by me duly sworn, did depose and say that s/he is the
PRESIDENT of XXX XXXXXX DRILLING COMPANY, the corporation described in and which
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.
/s/
Xxxx Xxxxx
Notary
Public
| STATE OF TEXAS | ) |
| ) ss. | |
| COUNTY OF XXXXXXXXXX | ) |
On this
12TH day of FEBRUARY, 2008, before me personally came XXXXX XXXXXXXX, to me
known, who, being by me duly sworn, did depose and say that s/he is the
PRESIDENT of BEST WELL SERVICE, INC., the corporation described in and which
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.
/s/
Xxxx Xxxxx
Notary
Public
