REVOLVING CREDIT NOTE
This
Revolving Credit Note (this “Note”) is executed and delivered under and pursuant
to the terms of that certain Revolving Credit, Term Loan and Security Agreement
dated as of the date hereof (as amended, modified, supplemented or restated from
time to time, the “Loan Agreement”) by and among HYBROOK RESOURCES CORP. (to be
renamed BEST ENERGY SERVICES, INC.), a Nevada corporation (“Best”), XXX XXXXXX
DRILLING COMPANY, a Utah corporation (“BBD”), BEST WELL SERVICE, INC., a Kansas
corporation (“BWS” and together with Best and BBD, each a “Borrower” and jointly
and severally, the “Borrowers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the
various other financial institutions named therein or which hereafter become a
party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent
for the Lenders (in such capacity, “Agent”). Capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Loan
Agreement.
FOR VALUE
RECEIVED, Borrowers hereby jointly and severally promise to pay to the order of
PNC BANK, NATIONAL ASSOCIATION (“PNC”) at Agent’s offices located at Xxx Xxxxx
Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000, or at such other place as
the holder hereof may from time to time designate to Borrowing Agent in
writing:
(i) the
principal sum of NINETEEN MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS
($19,150,000.00), or if different from such amount, PNC’s Commitment Percentage
of the unpaid principal balance of Revolving Advances as may be due and owing
from time to time under the Loan Agreement, payable in accordance with the
provisions of the Loan Agreement, subject to acceleration upon the occurrence of
an Event of Default under the Loan Agreement, or earlier termination of the Loan
Agreement pursuant to the terms thereof; and
(ii) interest
on the principal amount of this Note from time to time outstanding, payable at
the applicable Revolving Interest Rate in accordance with the provisions of the
Loan Agreement. Upon and after the occurrence of an Event of Default,
and during the continuation thereof, interest shall be payable at the applicable
Default Rate. In no event, however, shall interest hereunder exceed
the maximum interest rate permitted by law.
This Note
is one of the Revolving Credit Notes referred to in the Loan Agreement and is
secured, inter alia, by the liens granted pursuant to the Loan Agreement and the
Other Documents, is entitled to the benefits of the Loan Agreement and the Other
Documents, and is subject to all of the agreements, terms and conditions therein
contained.
This Note
may be voluntarily prepaid, in whole or in part, on the terms and conditions set
forth in the Loan Agreement.
If an
Event of Default under Section 10.7 of the Loan Agreement shall occur, then this
Note shall immediately become due and payable, without notice, together with
attorneys’ fees if the collection hereof is placed in the hands of an attorney
to obtain or enforce payment hereof. If any other Event of Default
shall occur under the Loan Agreement or any of the Other Documents
which is
not cured within any applicable grace period, then this Note may, as provided in
the Loan Agreement, be declared to be immediately due and payable, without
notice, together with attorneys’ fees, if the collection hereof is placed in the
hands of an attorney to obtain or enforce payment hereof.
This Note
shall be governed by and construed in accordance with the laws of the State of
New York.
Each
Borrower expressly waives any presentment, demand, protest, notice of protest,
or notice of any kind except as expressly provided in the Loan
Agreement.
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to
be renamed BEST ENERGY SERVICES, INC.)
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By: /s/ Xxxxx
Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title:
CEO
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XXX BEEMMAN
DRILLING, COMPANY
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| By: /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | |
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Title:
President
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| BEST WELL SERVICE, INC. | |
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By: /s/ Xxxxx
Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title:
President
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| STATE OF TEXAS | ) |
| ) ss. | |
| COUNTY OF XXXXXXXXXX | ) |
On this
12TH day of FEBRUARY, 2008, before me personally came XXXXX XXXXXXXX, to me
known, who, being by me duly sworn, did depose and say that s/he is the CEO of
HYBROOK RESOURCES CORP., the corporation described in and which executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the
board of directors of said corporation.
/s/
Xxxx Xxxxx
Notary
Public
| STATE OF TEXAS | ) |
| ) ss. | |
| COUNTY OF XXXXXXXXXX | ) |
On this
12TH day of FEBRUARY, 2008, before me personally came XXXXX XXXXXXXX, to me
known, who, being by me duly sworn, did depose and say that s/he is the
PRESIDENT of XXX XXXXXX DRILLING COMPANY, the corporation described in and which
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.
/s/
Xxxx Xxxxx
Notary
Public
| STATE OF TEXAS | ) |
| ) ss. | |
| COUNTY OF XXXXXXXXXX | ) |
On this
12TH day of FEBRUARY, 2008, before me personally came XXXXX XXXXXXXX, to me
known, who, being by me duly sworn, did depose and say that s/he is the
PRESIDENT of BEST WELL SERVICE, INC., the corporation described in and which
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the board of directors of said corporation.
/s/
Xxxx Xxxxx
Notary
Public
