NOTE
$50,000,000
| May 11, 2007 |
New
York
|
FOR
VALUE RECEIVED,
Tekoil and Gas Gulf Coast, LLC, a
Delaware limited liability company ("Company"),
promises to pay to the order of X.
Xxxx & Company
or its
registered assigns ("Payee"),
on or
before the Maturity Date (as defined in the Credit Agreement referred to
below) FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) or, if less, the
aggregate outstanding principal amount of the Loans (as defined in the Credit
Agreement referred to below) made by the Payee to Company.
Company
also promises to pay interest on the unpaid principal amount hereof, from the
date hereof until paid in full, at the rates and at the times which shall be
determined in accordance with the provisions of that certain Credit and Guaranty
Agreement, dated as of May 11, 2007 (as it may be amended, supplemented or
otherwise modified, the "Credit
Agreement";
the
terms used and not defined herein shall have the meanings given them in the
Credit Agreement), by and among Company,
TEKOIL
& GAS CORPORATION,
a
Delaware corporation, and
the
other guarantors party thereto, X.
XXXX & COMPANY,
individually and in its capacity as Administrative Agent for the benefit of
the
lenders from time to time parties thereto (the "Lenders"),
and
such Lenders.
This
Note
is a "Note"
under
the Credit Agreement and is issued pursuant to and entitled to the benefits
of
the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
are
made and are to be repaid.
All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent or at such other place as shall be designated
in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer
of
the obligations evidenced hereby shall have been accepted by Administrative
Agent and recorded in the Register, Company, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the
obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof,
that before disposing of this Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of the date
to
which interest hereon has been paid; provided, the failure to make a notation
of
any payment made on this Note shall not limit or otherwise affect the
obligations of Company hereunder with respect to payments of principal of or
interest on this Note.
This
Note
is subject to mandatory prepayment and to prepayment at the option of Company,
each as provided in the Credit Agreement.
THIS
NOTE
AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.
Upon
the
occurrence of an Event of Default, the unpaid balance of the principal amount
of
this Note, together with all accrued and unpaid interest thereon, may become,
or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.
The
terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.
No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note
at
the place, at the respective times, and in the currency herein
prescribed.
Company
promises to pay all costs and expenses, including reasonable attorneys' fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note. Company and any endorsers of this Note hereby consent
to renewals and extensions of time at or after the maturity hereof, without
notice, and hereby waive diligence, presentment, protest, demand notice of
every
kind and, to the full extent permitted by law, the right to plead any statute
of
limitations as a defense to any demand hereunder.
[The
remainder of this page is intentionally blank. Signature page
follows.]
-2-
IN
WITNESS WHEREOF,
Company
has caused this Note to be duly executed and delivered by its officer thereunto
duly authorized as of the date and at the place first written
above.
|
TEKOIL
AND GAS GULF COAST, LLC,
a
Delaware
limited liability company
|
||
| |
|
|
| By: | Tekoil & Gas Corporation, its Managing Member | |
| By: | /s/ Xxxx Xxxxxxx | |
|
Xxxx Xxxxxxx |
||
| CEO and Chairman of the Board of Directors | ||
-3-
