REVOLVING NOTE
$8,000,000.00 September 20, 2007
FOR VALUE RECEIVED, Westside Energy Corporation ("Borrower" or "Maker"), hereby
promises to pay to the order of Knight Energy Group II, LLC (the "Holder"), at
Holder's principal office in Oklahoma City, Oklahoma, or at such other place as
the holder of this Revolving Note may direct, in lawful money of the United
States of America, an amount not in excess of $8,000,000.00, and Borrower
further promises to pay interest to the Holder in like money, from the date
hereof on the unpaid principal amount hereof from time to time outstanding, at a
floating rate equal to the thirty (30) day London Interbank Offer Rate ("LIBOR")
plus five percent (5%) per annum.
1. Payment Terms. All accrued interest upon this Revolving Note shall be due and
payable monthly in arrears on the 1st day of each month beginning October 1,
2007. The unpaid principal balance of this Revolving Note together with accrued
but unpaid interest thereon shall be due and payable on September 1, 2008 (the
"Maturity Date") in an amount equal to the then outstanding principal balance
plus accrued but unpaid interest. For the purpose of computing interest under
this Revolving Note, payments of all or any portion of the principal sum owing
under this Revolving Note will not be deemed to have been made until such
payments are received by the Holder in collected funds. The records of the
Holder shall be prima facie evidence of the amounts owing on this Revolving
Note, which can be rebutted by documentary evidence to the contrary.
2. Disbursal and Prepayment. The Holder may disburse the principal of this
Revolving Note to Borrower in one or more Advances from time to time in
accordance with the terms hereof. Borrower shall give Holder four (4) business
days advance notice before funds may be disbursed to Borrower. Xxxxxxxx's
requests for Advances shall be accompanied with a detailed Authority For
Expenditure (hereinafter "AFE's") and other back-up detail as the Holder may
require. Borrower shall be entitled, and, in certain instances as noted herein
in Paragraph 5. Acceleration may be required, to prepay the principal of this
Revolving Note together with accrued but unpaid interest thereon from time to
time. Borrower may borrow, repay and re-borrow under this Revolving Note. It is
contemplated that by reason of prepayments hereon there may be times when no
indebtedness is owing hereunder; but notwithstanding such occurrences, this
Revolving Note shall remain valid and shall be in full force and effect
subsequent to each such occurrence.
3. Security. The repayment of this Revolving Note is unsecured.
4. Default. The following shall constitute an "Event of Default" under this
Note: (a)Maker's failure to pay when due any amounts owed pursuant to this Note;
(b) Maker's breach of or failure to perform any other representations, covenants
or agreements set forth in this Note; (c) Borrower shall (U) apply for or
consent to the appointment of a custodian, receiver, trustee or liquidator of
any of its properties, or (V) admit in writing the inability to pay, or
generally fail to pay, it debts as they become due, or (W) make a general
assignment for the benefit of creditors, or (X) commence any proceeding relating
to the bankruptcy, reorganization, liquidation, receivership, conservatorship,
insolvency, dissolution or liquidation, or if corporate, partnership or other
action should be taken for the purpose of effecting any of the foregoing, (Y)
suffer any such appointment or commencement of a proceeding as described in
clause (U) or (Y), which appointment or proceeding is not terminated or
discharged within thirty (30) days, or (Z) become insolvent. Upon the occurrence
or existence of any Event of Default referenced in item (a) of this paragraph 4
for which Holder intends to take legal action, Holder will give Maker written
notice of such Event of Default and five (5) days from the date of such notice
to cure the Event of Default, and upon the occurrence or existence of any Event
of Default referenced in item (b) or (c) of this paragraph 4 for which Holder
intends to take legal action if not promptly cured, Holder will give Maker
written notice of such Event of Default and thirty (30) days from the date of
such notice to cure the Event of Default to the satisfaction of Xxxxxx. Maker
will have thirty (30) days from the date of any involuntary bankruptcy case
filed against it in which to have the action dismissed before such occurrence
will be deemed to constitute an Event of Default under this Note, thereby
triggering the requirement for notice of the Event of Default and an additional
thirty (30) days to cure such default, i.e. Maker will have a cumulative sixty
(60) days to obtain dismissal of any such involuntary bankruptcy case.
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5. Acceleration. Upon the occurrence of an Event of Default (as defined
herein) (subject to any applicable cure period and notices expressly provided
herein), the holder of this Revolving Note, at the holder's option, may declare
immediately due and payable the entire unpaid principal balance of, and all
accrued and unpaid interest on this Revolving Note, and exercise any or all
other Rights provided herein, or at law or in equity, without notice, formal
demand or presentment, all of which are hereby waived by Borrower.
6. Right of Setoff. Upon the occurrence of an Event of Default (subject to any
applicable cure period and notices), Borrower grants to the Holder the right to
set off against this Revolving Note any and all of Holder's liabilities to
Borrower, if any, and all money or property in the holder's possession held for
or owed to Borrower.
7. Waiver. Except as otherwise expressly provided in this Revolving Note,
Borrower and all sureties, endorsers and guarantors of this Revolving Note (i)
waive demand, presentment for payment, notice of intention to accelerate, notice
of acceleration, protest, notice of protest and all other notices, filing of
suit and diligence in collecting this Revolving Note or enforcing any of the
security hereof, (ii) agree to any substitution, exchange or release of any such
security or the release of any party primarily or secondarily liable hereof,
(iii) agree that it will not be necessary for any holder hereof, in order to
enforce payment of this Revolving Note by such holder, to first institute suit
or exhaust its remedies against others liable herefor, or to enforce its rights
against any security herefor, and (iv) consent to any and all extensions for any
period, renewals or postponements of time of payment of this Revolving Note or
any other indulgences with respect hereto, without notice thereof to any of
them.
8. Attorneys' Fees. If this Revolving Note is collected by legal proceedings or
through a probate or bankruptcy court, or is placed in the hands of an attorney
for collection upon acceleration, Xxxxxxxx agrees to pay reasonable attorneys'
fees and all other collection costs incurred by the holder of this Revolving
Note.
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9. Governing Law and Venue. This Revolving Note shall be construed in accordance
with and governed by the laws of the State of Oklahoma and applicable federal
law and shall be performable in Oklahoma County, Oklahoma.
10. Headings. The headings of the sections of this Revolving Note are inserted
for convenience only and shall not be deemed to constitute a part hereof.
IN WITNESS WHEREOF, Xxxxxxxx has executed this Revolving Note as of the
date and year first above written.
MAKER: WESTSIDE ENERGY CORPORATION
By: /s/ Xxxxxxx X, Manner
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
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