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EXHIBIT 10.11.2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY APPLICABLE STATE SECURITIES LAW. IT MAY NOT BE OFFERED FOR SALE
OR SOLD WITHOUT: (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS; OR (2) AN OPINION (SATISFACTORY TO
THE COMPANY) OF COUNSEL THAT REGISTRATION IS NOT REQUIRED.
THIS INSTRUMENT AND THE INDEBTEDNESS OF THE COMPANY EVIDENCED HEREBY ARE
SUBORDINATE TO THE PAYMENT OF INDEBTEDNESS OWED TO THE SENIOR CREDITORS
PURSUANT TO THE TERMS OF THAT CERTAIN NOTE PURCHASE AGREEMENT DATED AS OF
AUGUST 24, 1995 BY AND AMONG THE COMPANY AND LENDERS (AS SUCH TERMS ARE DEFINED
THEREIN).
XXXXXXX OIL & GAS, L.P.
5% CONVERTIBLE SUBORDINATED NOTE DUE SEPTEMBER 1, 2002
No. R-2 August 24, 1995
$2,800,000
FOR VALUE RECEIVED, the undersigned, Xxxxxxx Oil & Gas, L.P. (herein
called the "Company"), a limited partnership organized and existing under the
laws of the State of Delaware, hereby promises to pay to RIMCO PARTNERS, L.P.
III, or registered assigns, the principal sum of TWO MILLION EIGHT HUNDRED
THOUSAND AND NO/100 DOLLARS ($2,800,000) on September 1, 2002, with interest
(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid
balance thereof at the rate of five percent (5%) per annum from the date
hereof, payable semiannually, on the 1st day of March and September in each
year, commencing with March 1, 1996, until the principal hereof shall have
become due and payable. This Note also evidences the Company's obligation to
pay "Deferred Interest", as such term is defined in the Note Purchase Agreement
referred to below, and such Deferred Interest and any interest thereon shall be
due and payable in accordance with the provisions for "Deferred Interest"
contained in the Note Purchase Agreement referred to below.
Payments of principal of, interest on and any premium with respect to
this Note are to be made in lawful money of the United States of America at the
principal offices of RIMCO Associates, Inc., in Avon, Hartford County,
Connecticut, or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase
Agreements referred to below.
This Note is a 5% Convertible Subordinated Note (herein called the
"Note") issued pursuant to the Note Purchase Agreement dated as of August 24,
1995 (as from time to time amended, the "Note Purchase Agreement"), between the
Company and RIMCO PARTNERS, X.X. XX,
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RIMCO PARTNERS, L.P. III, and RIMCO PARTNERS, X.X. XX, and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, to have agreed to the confidentiality provisions set forth in Section
17 of the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note Purchase
Agreement (and subject to the provisions thereof concerning surrender of the
Equity Rights upon transfers without the Company's prior consent), 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.
This Note is subject to optional prepayment, in whole, at the times
and on the terms specified in the Note Purchase Agreement, but not otherwise.
This Note is also convertible into equity interests in the Company as described
in Section 11 of the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Texas
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
XXXXXXX OIL & GAS, L.P.
By: Xxxxxxx Exploration Company,
Managing General Partner
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Executive Vice President
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