AMENDMENT
TO
NOTE PURCHASE AGREEMENT
INTRODUCTION
------------
This Agreement, dated as of December 18, 1997 (this "Amendment"), is
by and between HONDO OIL & GAS COMPANY (formerly known as Xxxxxx Petroleum
Inc.), a Delaware corporation (the "Company"), and LONDON AUSTRALIAN & GENERAL
PROPERTY COMPANY LIMITED, a United Kingdom corporation (the "Present
Noteholder"), as assignee of Thamesedge, Ltd.
RECITALS
--------
The Company and the Present Noteholder (as assignee of Thamesedge
Ltd.), being the sole Noteholder, are parties to a Note Purchase Agreement dated
November 28, 1988, as amended by letter agreements December 17, 1993, November
10, 1994, December 22, 1995, December 13, 1996 and December 18, 1997
(collectively, the "Existing Note Purchase Agreement"), pursuant to which there
is outstanding at December 18, 1997 $39,733,394.28, including $9,233,394.28 of
interest which has been added to principal in accordance with the terms of said
letter agreements. Capitalized terms used and not otherwise defined or amended
in this Amendment shall have the meanings respectively assigned to them in the
Existing Note Purchase Agreement.
The Company has requested that the Noteholder (a) extend the
mandatory redemption date of the Notes from January 1, 1998 (as same has
heretofore been extended pursuant to said letter agreements) to January 15, 1999
and (b) consent to the past and future incurrence of additional Indebtedness
(and extensions to the maturity of such Indebtedness) from Lonrho Plc and its
wholly-owned subsidiaries. The Noteholder is willing to so extend the mandatory
redemption date of the Notes and consent to the incurrence of such Indebtedness
and maturity extensions based on (a) the Company's representation that by
October 1, 1998 the Noteholders shall have received a report that the Company's
proved reserves will have increased to a minimum of 65,475,554 mcf and the
Company's agreement that if its proved reserves fail to reach such level, an
Event of Default will occur, (b) the Company's agreement to delete the
subordination provisions contained in Section 9 of the Existing Note Purchase
Agreement and (c) the Company's agreement to conform certain default provisions
contained in Section 8.01 of the Existing Note Purchase Agreement to cross
default provisions contained in the Company's other loan and credit arrangements
with the Present Noteholder.
The Company has requested that the Present Noteholder enter into this
Amendment in order to reflect the foregoing, and the Noteholder has agreed to do
so, all upon the terms and provisions and subject to the conditions hereinafter
set forth.
AGREEMENT
---------
In consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth, the parties hereto hereby agree as follows:
1. Amendment to Existing Note Purchase Agreement. The Existing Note
Purchase Agreement is hereby amended as of the date first written
above as follows:
(A) In Section 1.01 of the Existing Note Purchase
Agreement, the definition of "Agreement" is hereby deleted in its entirety, and
the following new definition is hereby inserted in its place:
""Agreement" shall mean this Note Purchase Agreement dated
November 28, 1988 between the Company and Thamesedge Ltd., together
with all exhibits thereto, as amended by letter agreements December
17, 1993, November 10, 1994, December 22, 1995, December 13, 1996 and
December 18, 1997 among the Company and the then sole Noteholder and
the First Amendment, and as the same may be supplemented, modified,
amended or restated from time to time."
(B) In Section 1.01 of the Existing Note Purchase
Agreement, the following new definition of "First Amendment" is hereby inserted
in its proper alphabetical position without the deletion or modification of any
other material:
""First Amendment" shall mean the First Amendment dated as
of December 18, 1997 to Agreement."
(C) In Section 1.01 of the Existing Note Purchase
Agreement, the following definitions of the following existing terms are deleted
in their entirety:
"Bank Agreements"
"Senior Debt"
(D) In Section 1.02 of the Existing Note Purchase
Agreement, the following "Other Definitions" are hereby inserted in their
respective proper alphabetical positions without the deletion or modification of
any other material:
"Term Defined in Section
----- ------------------
Act 2.01
Hondo Xxxxxxxxx 8.01(4)"
(E) Section 2.01 of the Existing Note Purchase Agreement
is amended to delete same in its entirety and to substitute the following in its
place:
"Section 2.01 Issue of Notes. The Company has authorized
the issuance of $75,000,000 in aggregate principal amount of its 6%
Senior Notes due January 15, 1999 (the "Notes", the term "Notes"
including the singular number as well as the plural and the term
"Note" including the plural number as well as the singular). The
Notes shall be substantially in the form of Exhibit A attached to the
First Amendment. The terms and provisions in the Notes shall
constitute, and are hereby expressly made, a part of this Agreement.
The Notes may have notations, legends or endorsements required by law
or usage. Each Note will be dated its date of authentication.
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Notwithstanding anything in the foregoing to the contrary,
if, in the opinion of its Board of Directors, the Company does not
have sufficient cash resources to pay interest on the Notes when due,
then the Company may offer to the Noteholder a payment of the
interest in shares of the Company's common stock, valued at (i) the
last reported sales price regular way on the interest due day or, in
case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way on such day, in
either case on the American Stock Exchange or other principal
national securities exchange on which the Company's common stock is
listed or, if not listed on any national securities exchange, on The
Nasdaq Stock Market's National Market System or, (ii) if (i) is not
applicable, the average of the bid and asked prices at the end of the
interest due day in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected by the Noteholder in
good faith for that purpose. In making this determination, the
Company's management will not, without the consent of the Noteholder,
allocate cash resources to new capital projects not related to the
Opon Association Contract dated July 15, 1987 between Empressa
Colombiana de Petroleos and Opon Development Company. The Noteholder
will then notify the Company whether it will either accept the
payment of interest in the Company's common stock or add the amount
of interest due to the principal of the Notes. If the Noteholder
accepts the payment of interest in the Company's common stock, the
Company will issue the requisite number of shares to Noteholder
within ten business days after the Company receives notice of
acceptance from Noteholder. The Noteholder recognizes that any shares
of the Company's common stock that it may acquire by the payment of
interest in the Company's common stock will not have been registered
under the Securities Act of 1933, as amended (the "Act"), and may not
be sold in the absence of an effective registration under the Act or
an exemption from the registration requirements of the Act. If the
Noteholder so requests at any time and from time to time after the
date shares of he Company's common stock are issued to the Noteholder
pursuant to this provision, the Company will use its best efforts to
effect registration under the Act of the shares so issued."
(F) Section 6.05(b) of the Existing Note Purchase
Agreement is amended to delete existing clause (xiii) thereof in its entirety
and to substitute the following therefor:
"(xii) Indebtedness to Lonrho Plc. or to any
direct or indirect wholly-owned Subsidiary of Lonrho Plc.,
including any and all deferrals, renewals, extensions,
refundings of, or amendments, modifications or supplements
to, any such Indebtedness."
(G) Section 6.06 of the Existing Agreement is hereby
deleted in its entirety.
(H) Section 6.07 of the Existing Agreement is amended to
substitute the word "the" at the beginning thereof for the word "The" and to add
the following before the new word "the" at the beginning of Section 6.07:
"Except with respect to transactions with Lonrho Plc. or
any direct or indirect wholly- owned Subsidiary of Lonrho Plc., "
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(I) Section 8.01 of the Existing Agreement is amended to
delete existing clauses (1) and (4) thereof and to substitute the following
therefor:
"(1) the Company defaults in the payment of
interest on any Note when the same becomes due and payable
and the Default continues for a period of three (3) days;
"(4) the Company, Hondo Xxxxxxxxx Oil & Gas
Limited, presently a wholly-owned subsidiary of the
Company ("Hondo Xxxxxxxxx"), and any of their respective
subsidiaries shall (i) fail to pay any Indebtedness (but
excluding Indebtedness evidenced by this Note) of the
Company, Hondo Xxxxxxxxx or such subsidiary (as the case
may be), or any interest or premium thereon, when due
(whether upon scheduled maturity, required prepayment,
acceleration, demand or other notice or formality of any
kind) and such failure shall continue after the applicable
grace period, if any, specified in the agreement or
instrument relating to such Indebtedness or (ii) fail to
perform or observe any term, covenant or condition on its
part to be performed or observed under any agreement or
instrument relating to any such Indebtedness, when
required to be performed or observed, and such failure
shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect
of such failure to perform or observe is to accelerate, or
to permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared
to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment), prior
to the stated maturity thereof."
(J) At the conclusion of clause (7) of Section 8.01 of the
Existing Note Purchase Agreement, the following is hereby inserted:
"; or"
(K) In Section 8.01 of the Existing Note Purchase
Agreement, the following new subsection (8) is hereby inserted at the end
thereof:
"(8) the Company shall have failed to furnish
to Lender, by October 1, 1998, a proved gas reserve report
of Netherland, Xxxxxx & Associates that shows that a
minimum of 13,000,000 mcf (25%) of proved gas reserve
exists, which are subject to the Opon Association Contract
in which Hondo Xxxxxxxxx then participates, above the
proved gas reserve of 52,475,554 mcf at September 30,
1997;"
(L) Section 9 of the Existing Note Purchase Agreement is
amended to deleted same in its entirety and substitute the following thereof:
"SECTION 9. CONVERSION
9.01 Right to Convert. Certain of the Notes are
convertible into shares of the Company's Common Stock,
$1.00 par value per share, to the extent
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indicated on the face of such Notes and in accordance with
the specific terms of such Notes."
(M) In Section 11.01 of the Existing Note Purchase
Agreement, the addresses to which notices and other communications are to be
given are amended to read as follows (with the rest of such Section 11.01
remaining unchanged)
"If to the Company:
Hondo Oil & Gas Company
00000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxx
If to you:
London Australian & General Property Company Limited
0 Xxxxxxxxx Xxxxx
Xxxxxx, XX0X 0XX, Xxxxxxx
Attention: R. E. Xxxxxxx
If to any other Noteholder at such address as such other
Noteholder may designate by notice to the Company."
(N) Section 11.05 of the Existing Note Purchase Agreement
is amended to delete same in its entirety and to substitute the following in its
place:
"Section 1.05 Governing Law. This Agreement and the Notes
shall be governed by the laws of the State of New York
(other than those that would defer to the substantive laws
of another jurisdiction). Without in any way limiting the
preceding choice of law, the parties intend (among other
things) to thereby avail themselves of the benefit of
Section 5-1401 of the General Obligations Law of the State
of New York."
2. Acknowledgment of Outstanding Loans. The Company hereby acknowledges,
certifies and agrees that: (a) pursuant to the Existing Note Purchase
Agreement, the Noteholder has made loans to the Company that are
outstanding as of the date of this Amendment in the aggregate
principal amount of $39,733,394.28 (including interest of
$9,233,394.28 which has been added to principal); and (b) the
obligations of the Company to repay those loans (with interest) to
the Noteholder and to perform or otherwise satisfy its other
obligations: (i) remain and shall continue in full force and effect,
both before and after giving effect to this Amendment, (ii) are not
subject to any defense, counterclaim, setoff, right of recoupment,
abatement, reduction or other claim or determination, and (iii) are
and shall continue to be governed by the terms and provisions of the
Existing Note Purchase Agreement as supplemented, modified and
amended by this Amendment.
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3. Bringdown of Representations, Etc. As of the date of this Amendment,
both before and after giving effect to the terms and provisions of
this Amendment: (a) the representations and warranties of the Company
set forth in the Existing Note Purchase Agreement (except Sections
3.11, 3.12 and 3.13) are true and correct in all material respects
with the same effect as though those representations and warranties
had been made on and as of the date hereof; (b) no Event of Default
or Default has occurred and is continuing; (c) the Board of Directors
of the Company has duly authorized the execution and delivery by the
Company of the Existing Note Purchase Agreement and this Amendment;
and (d) there are no actions, suits or proceedings pending or, to the
best knowledge of the undersigned, threatened or contemplated by any
person for the liquidation, dissolution or bankruptcy of the Company
or otherwise threatening its existence or challenging or calling into
question the power or authority of the Company to execute or deliver
the Existing Note Purchase Agreement or this Amendment or to perform
any of its obligations hereunder or thereunder.
4. Counterparts. This Amendment may be signed in two or more counterpart
copies of the entire document or of signature pages to the document,
each of which may be executed by one or more of the parties hereto,
but all of which, when taken together, shall constitute a single
agreement binding upon all of the parties hereto.
5. Governing Law, Etc. Sections 11.05 ("Governing Law"), as amended
hereby, 11.06 ("Successors"), 11.07 ("No Adverse Interpretation of
Other Agreements"), 11.08 ("Severability") and 11.10 ("Amendment and
Waiver") of the Existing Note Purchase Agreement are incorporated
herein by reference and shall pertain separately to this Amendment as
well as the Existing Note Purchase Agreement.
6. Agreement to Continue as Amended. The Existing Note Purchase
Agreement, as supplemented, modified and amended by this Amendment,
shall remain and continue in full force and effect after the date
hereof.
[END OF PAGE]
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7. Entire Agreement. This Amendment contains the entire agreement of the
parties and supersedes all other representations, warranties,
agreements and understandings, oral or otherwise, among the parties
with respect to the matters contained in this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective officers thereunto
duly authorized. as of the date first above written.
HONDO OIL & GAS COMPANY
By: /s/ Xxxx X. Xxxx
--------------------------
Xxxx X. Xxxx
President
LONDON AUSTRALIAN & GENERAL
PROPERTY COMPANY LIMITED
By: /s/ R. E. Xxxxxxx
--------------------------
R.E. Xxxxxxx
Director
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EXHIBIT A
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE LAWS OF ANY STATE OR OF ENGLAND, AND NO TRANSFER HEREOF MAY BE EFFECTED
UNLESS SUCH TRANSFER SHALL BE REGISTERED UNDER OR EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE LAWS
OF ANY STATE OR OF ENGLAND.
No. __ $_________
HONDO OIL & GAS COMPANY
(FORMERLY XXXXXX PETROLEUM INC.)
Amended and Restated 6% Senior Note due January 15, 1999
Hondo Oil & Gas Company (formerly known as Xxxxxx Petroleum Inc.), a
Delaware corporation (the "Company"), promises to pay to London Australian &
General Property Company Limited or registered assigns, the principal sum of
______________________________ Dollars (or so much as may be advanced, including
the addition of interest to principal, and outstanding hereunder) on January 15,
1999.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
This Note has been issued by the Company to renew, extend,
consolidate, amend, restate and replace that certain 13-1/2% Senior Subordinated
Note due 1998 (the "Prior Note") (in order to, among other things, implement an
Amendment to the Note Purchase Agreement (as defined on the next page hereof)
pursuant to which the Prior Note was issued), to evidence all indebtedness and
other amounts outstanding under the Prior Note, and to evidence any further
interest that may be added to principal pursuant to the terms of this Note. All
additions to principal (including the addition of interest to principal) and
payments made pursuant to this Note may be recorded by the Noteholder on its
books and records, and such books and records (or any statement or certificate
of the Noteholder based thereon) shall be conclusive as to the existence and
amounts thereof absent manifest error. Although issued in substitution for and
restatement of the Prior Note, this Note shall not be deemed to have been issued
in payment, satisfaction, cancellation or novation of any of the Prior Note.
Additional provisions of this Note are set forth on the other side of
this Note.
The portion of principal amount of this Note set forth below (subject
to approval by the Company's stockholders at their 1998 Annual Meeting) is
convertible in accordance with Section 5 of this Note at the Conversion Price
set forth below (subject to adjustment if certain events set forth in Section 5
of this Note occur after the date hereof):
------------------------------------------------------------
Conversion Box
------------------------------------------------------------
Principal Amount Conversion Price
---------------- ----------------
$ $
Dated: ____________________
HONDO OIL & GAS COMPANY
By: ____________________
President
By ____________________
[Assistant] Secretary
HONDO OIL & GAS COMPANY
(Formerly XXXXXX PETROLEUM INC.)
6% Senior Notes Due January 15, 1999
1. Interest. Hondo Oil & Gas Company (formerly Xxxxxx Petroleum
Inc.), a Delaware corporation ("Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above (provided,
however, that if the Company's stockholders shall fail to approve the right of
the Holders to convert $7,000,000 principal amount of the Note at a conversion
price of $7.70 per share at their 1998 Annual Meeting, the interest rate
applicable to the portion of this Note that would have otherwise been so
convertible shall be 13.5% per annum). The Company will pay interest
semiannually on April 1 and October 1 of each year, commencing May 1, 1989.
Interest on the Notes will accrue from the most recent date to which interest
has been paid or , if no interest has been paid, from November 4, 1988, in any
case to (but excluding) the applicable interest payment date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
Notwithstanding anything in the foregoing to the contrary, if, in the
opinion of its Board of Directors, the Company does not have sufficient cash
resources to pay interest on the Notes when due, then the Company may offer to
the Noteholder a payment of the interest in shares of the Company's common
stock, valued at (i) the last reported sales price regular way on the interest
due day or, in case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices regular way on such day, in either
case on the American Stock Exchange or other principal national securities
exchange on which the Company's common stock is listed or, if not listed on any
national securities exchange, on The Nasdaq Stock Market's National Market
System or, (ii) if (i) is not applicable, the average of the bid and asked
prices at the end of the interest due day in the over-the-counter market as
furnished by any New York Stock Exchange member firm selected by the Noteholder
in good faith for that purpose. In making this determination, the Company's
management will not, without the consent of the Noteholder, allocate cash
resources to new capital projects not related to the Opon Association Contract
dated July 15, 1987 between Empressa Colombiana de Petroleos and Opon
Development Company. The Noteholder will then notify the Company whether it will
either accept the payment of interest in the Company's common stock or add the
amount of interest due to the principal of the Notes. If the Noteholder accepts
the payment of interest in the Company's common stock, the Company will issue
the requisite number of shares to Noteholder within ten business days after the
Company receives notice of acceptance from Noteholder. The Noteholder recognizes
that any shares of the Company's common stock that it may acquire by the payment
of interest in the Company's common stock will not have been registered under
the Securities Act of 1933, as amended (the "Act"), and may not be sold in the
absence of an effective registration under the Act or an exemption from the
registration requirements of the Act. If the Noteholder so requests at any time
and from time to time after the date shares of he Company's common stock are
issued to the Noteholder pursuant to this provision, the Company will use its
best efforts to effect registration under the Act of the shares so issued.
2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the persons who are registered Holders of Notes
at the close of business on the record date for the next interest payment date
even though Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to the Company to collect
principal payments. The Company will pay principal and interest in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts, which may include a check payable in such money. It
may mail an interest check to a Holder's registered address.
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3. Note Purchase Agreement. The Notes are issued under a Note
Purchase Agreement dated as of November 1, 1988 (as same may be supplemented,
modified, amended or restated from time to time, the "Note Purchase Agreement")
between the Company and Lonrho Plc. The Notes are subject to all of the terms of
the Note Purchase Agreement, and Noteholders are referred to the Note Purchase
Agreement for a statement of such terms. The Notes are unsecured general
obligations of the Company limited to $75,000,000 in aggregate principal amount.
4. Optional Redemption. The Company at its option may redeem all the
Notes at any time or some of them from time to time on or after November 1, 1991
at the following redemption prices (expressed in percentages of principal
amount), plus accrued interest to the redemption date:
If redeemed during the 12-month period beginning November 1:
Year Percentage Year Percentage
---- ---------- ---- ----------
1991................ 107.714% 1994................. 101.928%
1992................ 105.786% 1995 and
1993................ 103.857% thereafter........ 100.000%
provided, however, that none of the Notes will be redeemed prior to November 1,
1993, directly or indirectly from or in anticipation of funds borrowed by the
Company at an effective interest cost to the Company of less than 13-1/2% per
annum.
5. Conversion. Subject to approval by the stockholders of the Company
at the Company's 1998 Annual Meeting of Stockholders, the Noteholder may, at its
option, at any time prior to the payment in full of this Note, elect to convert
up to the principal amount of this Note set forth in the Conversion Box on page
1 of this Note (or any portion thereof) into a number of fully paid and
non-assessable shares of the Company's common stock, $1.00 par value per share
(the "Common Stock"), determined by dividing the principal amount to be so
converted by the Conversion Price per share set forth in the Conversion Box on
page 1 of this Note (as adjusted as set forth below if certain events set forth
below occur after the date set forth on page 1 of this Note).
Upon any transfer, each Note issued shall reflect on it the portion
of the principal amount of the Note being transferred that is convertible, with
the remaining balance of such conversion privileges being retained by the
transferee. Absent any such instruction to the Company, such conversion
privileges shall be transferred pro rata to the portion of the Note being
transferred and the portion of the Note being retained.
The exercise of such conversion privilege shall be made by giving
notice thereof to the Company (specifying the principal amount and at the
Conversion Price) and surrendering the Note being converted to the Company. The
balance of any such Note surrendered which is not converted shall be reissued to
the Noteholder exercising such conversion privilege with appropriate adjustments
to reflect the remaining principal amount convertible. The portion of any Note
converted shall bear interest only to (but excluding) the date the Company
issues a stock certificate representing the shares of Common Stock being issued
to the Noteholder upon such conversion. No fractional shares of Common Stock
shall be issued upon conversion of any Note. In lieu of any such fractional
shares, the Noteholder, upon conversion, shall be entitled to the cash
equivalent of such fractional share of Common Stock based upon the market price
therefor (determined as of the date the Company issues such Common Stock to
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the Noteholder utilizing a similar method of determining such market price as
that set forth in Section 2.01 of this Note Purchase Agreement).
If the Company at any time subdivides (by any stock split, stock
dividend, recapitalization or otherwise) its outstanding shares of Common Stock
into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time combines (by combination, reverse stock split or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the Conversion Price in
effect immediately prior to such combination will be proportionately increased.
If the Company consolidates or merges into or sells, leases,
transfers or otherwise disposes of all or substantially all of its assets, or if
there occurs any recapitalization, reorganization, reclassification in such a
way that holders of Common Stock are entitled to receive securities, cash or
other assets with respect to or in exchange for Common Stock, the portion of the
Notes then convertible will become convertible into the kind and amount of
securities, cash or other assets which the Holder would have received
immediately after the transaction as if the Holder had converted the portion of
this Note then convertible immediately before the effective date of the
transaction at the applicable Conversion Prices in effect immediately prior to
such effective date.
6. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and whole multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Note Purchase Agreement. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption. Also, it need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed.
7. Persons Deemed Owners. The registered holder of a Note may be
treated as its owner for all purposes.
8. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Note Purchase Agreement or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Noteholder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.
The Company will furnish to any Noteholder upon written request and
without charge a copy of the Note Purchase Agreement. Requests may be made to:
Secretary, Hondo Oil & Gas Company, Enserch Tower, 00000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000.
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