EXHIBIT 5.2
TEXOIL, INC.
7.875% CONVERTIBLE SUBORDINATED
GENERAL OBLIGATION NOTE
No. [____________] December 31, 1997
$[______________________]
FOR VALUE RECEIVED, the undersigned, TEXOIL, INC., a Nevada
corporation (the "COMPANY"), hereby promises to pay to , or registered assigns,
the principal sum of and /100 DOLLARS ($ ), together with interest (computed on
the basis of a 360-day year of twelve 30-day months) (a) on the unpaid principal
balance hereof at the rate of 7.875% per annum from the date hereof, until the
principal hereof shall have become due and payable, and (b) on any overdue
payment of principal or interest, at a rate per annum equal to twelve percent
(12%); PROVIDED, HOWEVER, in no event shall such rate of interest ever exceed
the Highest Lawful Rate (as defined in the Note Purchase Agreement referred to
below).
This Note is one of a series of Notes (herein called the "NOTES")
issued pursuant to the Note Purchase Agreement dated of even date herewith (as
from time to time amended, the "NOTE PURCHASE AGREEMENT"), among the Company and
the Noteholders named therein and is entitled to the benefits, and otherwise
subject to the provisions, thereof, including, without limitation, the
limitations on interest set forth in SECTION 13.05 thereof. This Note is subject
to the terms of that certain Subordination Agreement of even date herewith,
among Comerica Bank - Texas, as Agent, the Noteholders named therein, the
Company, Cliffwood Oil & Gas Corp., Cliffwood Energy Company and Cliffwood
Production Co.; provided, that nothing in such Subordination Agreement shall
limit, release, impair or waive any liability or obligation of the Company
hereunder.
The principal amount of this Note and interest hereon shall be
due and payable at the places, on the dates and in the manner set forth in the
Note Purchase Agreement.
This Note is convertible into shares of common stock of the
Company upon the terms and conditions of the Note Purchase Agreement.
All payments on this Note shall be applied first, to the accrued,
unpaid interest hereon, and the remainder, if any, shall be applied to the
principal balance hereof. The Company does not have the right to prepay this
Note, in whole or in part, prior to maturity.
Payments of principal of and interest on this Note are to be made
in lawful money of the United States of America at the places designated in the
Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder's attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal and other amounts outstanding
under this Note may be declared or otherwise become due and payable in the
manner, at the price and with the effect provided in the Note Purchase
Agreement.
This Note shall be governed by and construed in accordance with
the laws of the State of New York, excluding the choice of law rules thereof.
TEXOIL, INC.
By: ________________________________
Name: ________________________________
Title:________________________________
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