SUBORDINATED UNSECURED PROMISSORY NOTE DATED DECEMBER 28, 2007Subordinated Unsecured Promissory Note • January 3rd, 2008 • Galaxy Energy Corp • Crude petroleum & natural gas • Colorado
THIS SUBORDINATED UNSECURED PROMISSORY NOTE (THIS “NOTE”) AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF DECEMBER 28, 2007 (AS AMENDED, RESTATED SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) AMONG GALAXY ENERGY CORPORATION, THE SUBORDINATED CREDITORS NAMED THEREIN, THE LENDERS NAMED THEREIN, AND PROMETHEAN ASSET MANAGEMENT L.L.C., TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS PROMISSORY NOTE (EACH A “HOLDER”, AND COLLECTIVELY THE “HOLDERS”), BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SUBORDINATION AGREEMENT DATED DECEMBER 28, 2007Subordination Agreement • January 3rd, 2008 • Galaxy Energy Corp • Crude petroleum & natural gas • New York
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of December 28, 2007 is among GALAXY ENERGY CORPORATION, a Colorado corporation (“Borrower”), DOLPHIN ENERGY CORPORATION, a Nevada corporation, and PANNONIAN INTERNATIONAL, LTD., a Colorado corporation (each such corporation, including Borrower, and together with each other obligor who becomes a party to this Agreement each an “Obligor” and, together, “Obligors”), PARTNER MARKETING AG (“Partner Marketing”, together with any transferees or holders from time to time of the Subordinated Note (as defined below), each a “Subordinated Creditor”, and collectively the “Subordinated Creditors”), and HFTP INVESTMENTS LLC, PROMETHEAN II MASTER, L.P., PROMETHEAN I MASTER LTD., CAERUS PARTNERS LLC, AG OFFSHORE CONVERTIBLES, LTD., and LEONARDO, L.P., (collectively, and together with any transferees or holders from time to time of the Notes (as defined below), hereinafter, the “Lenders”), and PROMETHEAN ASSET MANAGEMENT L.L.C., a Delaware limi
