TERM NOTE (this “Note”)
(this
“Note”)
|
$12,240,000.00
|
Houston,
Texas
|
Effective
October 16, 2007
|
FOR
VALUE
RECEIVED,
RANCHER ENERGY CORP., a
Nevada
corporation (“Borrower”),
unconditionally promises to pay to the order of GASROCK
CAPITAL LLC,
a
Delaware limited liability company (“Lender”), on
or
before the Maturity Date,
the
principal amount of $12,240,000.00 or so much thereof as may then be outstanding
under this Note, together with interest, in accordance with the Credit
Agreement, as described below.
This
Note
has been executed and delivered under, and is subject to the terms of, that
certain Term Credit Agreement dated as of the date hereof, between Borrower
and
Lender (as amended, restated or supplemented from time to time, the
“Credit
Agreement”),
and
is the “Note”
referred to in the Credit Agreement. Unless defined in this Note, or the context
requires otherwise, capitalized terms used in this Note have the meanings given
them in the Credit Agreement.
Reference
is made to the Credit Agreement for provisions affecting this Note regarding
applicable interest rates, principal and interest payment dates, final maturity,
voluntary and mandatory prepayments, acceleration of maturity, exercise of
rights, payment of attorneys’ fees, court costs and other costs of collection,
certain waivers by Borrower and others now or hereafter obligated for payment
of
any sums due under this Note, and security for the payment of this Note. This
Note is a Loan Document, as defined in the Credit Agreement.
This
Note
is secured by the Security Documents, as defined in the Credit Agreement,
including those executed simultaneously with the execution of the Credit
Agreement, those executed heretofore and those hereafter executed.
Borrower
and all sureties, endorsers and guarantors of this Note waive demand,
presentment for payment, notice of nonpayment, protest, notice of protest,
notice of intent to accelerate maturity, notice of acceleration of maturity,
and
all other notices, filing of suit and diligence in collecting this Note or
enforcing any of the security therefore, and agree to any substitution, exchange
or release of any such security or the release of any party primarily or
secondarily liable hereon and further agrees that it will not be necessary
for
Xxxxxx, in order to enforce payment of this Note by them, to first institute
suit or exhaust its remedies against any Borrower or others liable hereunder,
or
to enforce its rights against any security herefor, and consent to any one
or
more extensions or postponements of time of payment of this Note on any terms
or
any other indulgences with respect hereto, without notice thereof to any of
them. Lender may transfer this Note in accordance with the terms of the Credit
Agreement, and the rights and privileges of Lender under this Note shall inure
to the benefit of Xxxxxx’s representatives, successors or assigns.
The
obligations of Borrower under this Note are to be performed in the State of
Texas and this Note shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to its principles of conflicts
of laws.
Notwithstanding
the foregoing, in no event shall Chapter 346 of the Texas Finance Code (which
regulates certain revolving loan accounts and revolving tri-party accounts)
apply to this Note. To the extent that Chapter 303 of the Texas Finance Code
is
applicable to this Note, the “weekly ceiling” specified in such Chapter 303 is
the applicable ceiling; provided that, if any Applicable Law permits greater
interest, the law permitting the greatest interest shall apply.
Specific
reference is made to Section
11.7
of the
Credit Agreement for additional usury savings provisions.
[Signature
is on the following page.]
2
Executed
effective on the date first set forth above.
a
Nevada
corporation
By: _/s/
Xxxx Works____________
Xxxx
Works
President
& Chief Executive Office
Signature
Page to Note
