EXHIBIT 10.2
AMENDED AND RESTATED REVOLVING NOTE
$15,000,000 May 1, 2002
FOR VALUE RECEIVED, United States Exploration, Inc.
("Borrower") promises to pay to the order of Bank of Oklahoma, N.A. ("Bank"), at
Bank's principal office in Oklahoma City, Oklahoma, or at such other place as
the holder of this Amended and Restated Revolving Note may direct, in lawful
money of the United States of America, the lesser of the principal amount of
Fifteen Million and no/100 Dollars ($15,000,000) or the aggregate unpaid
principal amount of all Advances made by Bank to Borrower hereunder in
accordance with the terms of that certain Credit Agreement dated August 25,
2000, as amended by that certain First Amendment to Credit Agreement dated as of
the date hereof, entered into between Borrower and Bank, as the same may be
amended, modified, increased, supplemented and/or restated from time to time
(the "Credit Agreement"), and Borrower further promises to pay interest to Bank
in like money, from the date hereof on the unpaid principal amount hereof from
time to time outstanding, at the rates stated in the Credit Agreement.
Capitalized terms used in this Amended and Restated Revolving Note which are
defined in the Credit Agreement shall have the same meaning provided therein
when used in this Amended and Restated Revolving Note, unless otherwise defined
in this Amended and Restated Revolving Note.
1. Payment Terms. The principal of, and all accrued interest
upon, this Amended and Restated Revolving Note shall be due and payable in the
amounts and at the times stated in the Credit Agreement. Interest shall be due
and payable monthly in arrears, with the first payment having been made on
September 1, 2000, and succeeding payments to be made on the first Business Day
of each calendar month thereafter. The unpaid principal balance of this Amended
and Restated Revolving Note together with accrued but unpaid interest thereon
shall be due and payable on the Revolving Loan Termination Date in an amount
equal to the then outstanding principal balance plus accrued but unpaid
interest. For the purpose of computing interest under this Amended and Restated
Revolving Note, payments of all or any portion of the principal sum owing under
this Amended and Restated Revolving Note will not be deemed to have been made
until such payments are received by the holder of this Amended and Restated
Revolving Note in collected funds. The records of the holder of this Amended and
Restated Revolving Note shall be prima facie evidence of the amounts owing on
this Amended and Restated Revolving Note.
2. Disbursal and Prepayment. The Bank may disburse the
principal of this Amended and Restated Revolving Note to Borrower in one or more
Advances from time to time in accordance with the Credit Agreement. Borrower
shall be entitled, and, in certain instances, may be required, to prepay the
principal of this Amended and Restated Revolving Note together with accrued but
unpaid interest thereon from time to time in accordance with the Credit
Agreement. Borrower may borrow, repay and reborrow under this Amended and
Restated Revolving Note in accordance with the terms of the Credit Agreement. It
is contemplated that by reason of prepayments hereon there may be times when no
Indebtedness is owing hereunder; but notwithstanding such occurrences, this
Amended and Restated Revolving Note shall remain valid and shall be in full
force and effect as to Loans made pursuant to the Credit Agreement subsequent to
each such occurrence.
3. Security. The payment of this Amended and Restated
Revolving Note is secured by the Liens more particularly described in the Credit
Agreement and the Security Documents, including, without limitation, a Mortgage
with Power of Sale, Security Agreement, Assignment and Financing Statement dated
August 25, 2000, as subsequently amended.
4. Acceleration. Upon the occurrence of an Event of Default
under the Credit Agreement or a default in or under any other Loan Document
(subject to any applicable cure period and notices expressly provided in the
Credit Agreement), the holder of this Amended and Restated 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 Amended and
Restated Revolving Note, and exercise any or all other Rights provided in the
Loan Documents, or at law or in equity, without notice, formal demand or
presentment, all of which are hereby waived by Borrower.
5. Waiver. Except as otherwise expressly provided in this
Amended and Restated Revolving Note or in the other Loan Documents, Borrower and
all sureties, endorsers and guarantors of this Amended and Restated 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 Amended and Restated
Revolving Note or enforcing any of the security herefor, (ii) agree to any
substitution, exchange or release of any such security or the release of any
party primarily or secondarily liable herefor, (iii) agree that it will not be
necessary for any holder hereof, in order to enforce payment of this Amended and
Restated Revolving Note by such holder, to first institute suit or exhaust its
remedies against Borrower or 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 Amended and
Restated Revolving Note or any other indulgences with respect hereto, without
notice thereof to any of them.
6. Attorneys' Fees. If this Amended and Restated 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, a
Termination Event or after maturity, no matter how maturity or acceleration is
brought about, Borrower agrees to pay reasonable attorneys' fees and all other
collection costs incurred by the holder of this Amended and Restated Revolving
Note.
7. Governing Law and Venue. This Amended and Restated
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.
8. Headings. The headings of the sections of this Amended and
Restated Revolving Note are inserted for convenience only and shall not be
deemed to constitute a part hereof.
9. Amendment. This Amended and Restated Revolving Note renews
and replaces the Revolving Note delivered by Borrower to the Bank. This Amended
and Restated Revolving Note is the Revolving Note referred to in the Credit
Agreement. This Amended and Restated Revolving Note is not executed and
delivered in payment of the indebtedness evidenced
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by the Revolving Note, but to evidence the amended terms of that indebtedness.
The making and delivery of this Amended and Restated Revolving Note is not a
novation.
IN WITNESS WHEREOF, Xxxxxxxx has executed this Amended and
Restated Revolving Note as of the date and year first above written.
"BORROWER"
UNITED STATES EXPLORATION, INC.
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
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