Exhibit 10.4


 


PROMISSORY NOTE


 


	
  $14,285,714.29

  	
  June 26, 2009

  



 


FOR VALUE RECEIVED, the
undersigned, RESACA EXPLOITATION, INC., a Texas corporation (“Borrower”),
hereby promises to pay to the order of NGP CAPITAL RESOURCES COMPANY (“Lender”),
the principal sum of FOURTEEN MILLION TWO HUNDRED EIGHTY-FIVE THOUSAND SEVEN
HUNDRED FOURTEEN DOLLARS AND 29/100 ($14,285,714.29), or, if greater or less,
the aggregate unpaid principal amount of the Loans made by Lender to Borrower
pursuant to the terms of the Credit Agreement (as hereinafter defined),
together with interest on the unpaid principal balance thereof as set forth in
the Credit Agreement, both principal and interest payable as herein provided in
lawful money of the United States of America at the offices of Administrative
Agent under the Credit Agreement, or at such other place within Harris County,
Texas, as from time to time may be designated by the holder of this Note.


 


This Note (a) is issued
and delivered under that certain Second Amended and Restated Credit Agreement
of dated as of June 26, 2009 among Borrower, CIT Capital USA Inc., as
Administrative Agent, and the lenders (including Lender) referred to therein
(as from time to time supplemented, amended or restated, the “Credit
Agreement”), and is a “Note” as defined therein, (b) is subject to the
terms and provisions of the Credit Agreement, which contains provisions for
payments and prepayments hereunder and acceleration of the maturity hereof upon
the happening of certain stated events, and (c) is secured by and entitled
to the benefits of certain Security Documents (as identified and defined in the
Credit Agreement).  Payments on this Note
shall be made and applied as provided in the Credit Agreement.  Reference is hereby made to the Credit
Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings assigned to
terms used and not defined herein and to the Security Documents for a
description of the nature and extent of the security thereby provided and the
rights of the parties thereto.


 


Notwithstanding the
foregoing paragraph and all other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum interest which, under applicable Law, may be contracted for, charged,
or received on this Note, and this Note is expressly made subject to the
provisions of the Credit Agreement which more fully set out the limitations on
how interest accrues hereon.


 


If this Note is placed in
the hands of an attorney for collection after default, or if all or any part of
the indebtedness represented hereby is proved, established or collected in any
court or in any bankruptcy, receivership, debtor relief, probate or other court
proceedings, Borrower and all endorsers, sureties and guarantors of this Note
jointly and severally agree to pay reasonable attorneys’ fees and collection
costs to the holder hereof in addition to the principal and interest payable
hereunder.


 

















 


Borrower and all endorsers,
sureties and guarantors of this Note hereby severally waive demand,
presentment, notice of demand and of dishonor and nonpayment of this Note,
protest, notice of protest, notice of intention to accelerate the maturity of
this Note, declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments
or changes in any manner of or in this Note or in any of its terms, provisions
and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.


 


This Note and the rights and
duties of the parties hereto shall be governed by the Laws of the State of New
York (without regard to principles of conflicts of law), except to the extent
the same are governed by applicable federal Law.


 


	
   

  	
  RESACA EXPLOITATION, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Work

  
	
   

  	
   

  	
  Chris Work, as Vice
  President

  
	
   

  	
   

  	
  and Chief Financial
  Officer