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EXHIBIT 10.2
NOTE
$60,000,000 DECEMBER 9, 1997
XXXXXXXXX ENERGY, INC., a Delaware corporation (the "Borrower"),
promises to pay to the order of NORWEST BANK TEXAS, NATIONAL ASSOCIATION (the
"Bank"), the lesser of the principal sum of SIXTY MILLION DOLLARS ($60,000,000)
or the aggregate unpaid principal amount of all Advances made by the Bank to the
Borrower pursuant to Article II of the Credit Agreement dated as of December 9,
1997, among the Borrower, the Bank, and the Guarantors (as it may be amended or
modified, the "Agreement"), in immediately available funds at the main office of
the Bank in Wichita Falls, Texas, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement.
The Bank shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance.
This Note is issued pursuant to, and is entitled to the benefits of,
the Agreement, to which reference is hereby made for a statement of the terms
and conditions governing this Note, including the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. Capitalized
terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
Notwithstanding anything to the contrary in this Note, no provision of
this Note shall require the payment or permit the collection of interest in
excess of the maximum permitted by applicable law ("Maximum Rate"). If any
interest in excess of the Maximum Rate is provided for or is adjudicated to be
provided in this Note or otherwise in connection with the loan transaction, this
paragraph shall govern, and neither the Borrower nor the sureties, guarantors,
successors, or assigns of the Borrower shall be obligated to pay the excess
amount of the interest or any other excess sum paid for the use, forbearance, or
detention of sums loaned. If for any reason interest in excess of the Maximum
Rate is deemed charged, required, or permitted by any court of competent
jurisdiction, the excess shall be applied as a payment and reduction of the
principal of indebtedness evidenced by this Note, and, if the principal amount
has been paid in full, any remaining excess shall forthwith be paid to the
Borrower.
This Note shall be construed in accordance with the laws (and not the
law of conflicts) of Texas, but giving effect to federal laws applicable to
national banks.
XXXXXXXXX ENERGY, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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Title: C.F.O.
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF XXXXXXXXX ENERGY, INC.
DATED DECEMBER 9, 1997
Principal Amount of
Date Advance Unpaid Balance
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