exv10w2



 





Exhibit 10.2




REVOLVING PROMISSORY NOTE




	 	 	 	 	 
	$50,000,000.00

	 	Dallas, Texas
	 	January 9, 2007






     Promise to Pay. For value received, on or before January 9, 2009 (“Maturity Date”),
Infinity Energy Resources, Inc. (“Borrower”), a Delaware corporation, promises to
pay to the order of Amegy Bank, N.A.(“Lender”), at its offices in Dallas County,
Texas, at 1807 Ross Avenue, Suite 400, Dallas, Dallas County, Texas 75201, the principal
amount of Fifty Million Dollars ($50,000,000.00) (“Total Principal Amount”), or such amount
less than the Total Principal Amount which has been advanced to Borrower and remains unpaid under
this Revolving Promissory Note (“Note”), together with interest on the portion of the Total
Principal Amount advanced to Borrower from the date advanced until paid at the rates per annum
provided below.



     Definitions. For purposes of this Note, unless the context otherwise requires, certain terms
used herein shall be defined as follows:



     “Adjusted LIBOR Rate” means with respect to each Interest Period, a rate per annum
equal to the sum of (i) the LIBOR Spread, plus (ii) the LIBOR Rate with respect to such
Interest Period. Each determination by Lender of the Adjusted LIBOR Rate shall, in the absence of
manifest error, be conclusive and binding.



     “Adjusted Stated Rate” means a rate per annum equal to the sum of (i) the Stated Rate,
plus  (ii) the Applicable Margin. Each determination by Lender of the Adjusted Stated
Rate shall, in the absence of manifest error, be conclusive and binding.



     “Applicable Margin” means the “Applicable Margin” as defined in the Loan Agreement;
and the Applicable Margin will vary as set forth in the Loan Agreement, based on the Borrowing Base
Utilization (as defined in the Loan Agreement) as in effect from time to time, with each change in
the applicable percentage resulting from a change in the Borrowing Base Utilization to take effect
on the day such change in the Borrowing Base Utilization occurs.



     “Business Day” means any day other than a Saturday, Sunday or any other day on which
national banking associations are authorized to be closed.



     “Consequential Loss” means, with respect to Borrower’s payment of all or any portion
of the then-outstanding principal amount of any LIBOR Balance on a day other than the last day of
the Interest Period related thereto, any loss, cost, or expense incurred by Lender in redepositing
such principal amount, including the sum of (i) the interest which, but for such payment, Lender
would have earned in respect of such principal amount so paid, for the remainder of the Interest
Period applicable to such sum, reduced, if Lender is able to redeposit such principal amount so
paid for the balance of such Interest Period, by the interest earned by Lender as a result of so
redepositing such principal amount plus (ii) any expense or penalty incurred by Lender on
redepositing such principal amount, but excluding taxes on the income of Lender imposed by any
governmental authority.



     “Contract Rate” means the Adjusted LIBOR Rate or the Adjusted Stated Rate, as
in effect from time to time under this Note.



     “Dollars” means lawful currency of the United States of America.



 









 





     “Excess Interest Amount” means, on any date, the amount by which (i) the amount of all
interest which would have accrued prior to such date on the principal of this Note, had the
applicable Contract Rate at all times been in effect without limitation by the Maximum Rate,
exceeds (ii) the aggregate amount of interest accrued on this Note on or prior to such date
as limited by the Maximum Rate.



     “Interest Notice” means the notice given by Borrower to Lender of an Interest Option
selected hereunder. Each Interest Notice given by Borrower under this Note shall be irrevocable
and must be given not later than 11:00 a.m. (Dallas, Texas time) on a day which is not less than
the number of Business Days or LIBOR Business Days required below for an Interest Option.



     “Interest Option” means Borrower’s option to select an Adjusted LIBOR Rate or the
Adjusted Stated Rate, as described more fully below.



     “Interest Payment Date” means the first day of each month hereafter for interest on
the Stated Rate Balance, the last day of the applicable Interest Period for interest on the LIBOR
Balance, and the Maturity Date.



     “Interest Period” means, with respect to any LIBOR Balance, a period commencing: (i)
on any date which, pursuant to an Interest Notice, the principal amount of such LIBOR Balance
begins to accrue interest at the Adjusted LIBOR Rate, or (ii) the Business Day following the last
day of the immediately preceding Interest Period in the case of a rollover to a successive Interest
Period, and ending one, two, three, or six months thereafter as Borrower shall elect in accordance
with the provisions hereof; provided that: (A) any Interest Period which would otherwise end on a
day which is not a LIBOR Business Day shall be extended to the succeeding LIBOR Business Day and
(B) any Interest Period which would otherwise end after the Maturity Date shall end on the Maturity
Date.



     “LIBOR Balance” means the principal balance of this Note, which, pursuant to an
Interest Notice, bears interest at an Adjusted LIBOR Rate.



     “LIBOR Business Day” means a day on which dealings in Dollars are carried out in the
London interbank offered rate market.



     “LIBOR Rate” means the rate of interest per annum (rounded upwards, if necessary, to
the nearest 1/16 of 1%) equal to the average of the offered quotations appearing at Page or Ticker
US0001M, US0002M, US0003M, or US0006M, as the case may be for applicable Interest Period in
Bloomberg Financial Markets Commodities News as published by Bloomberg L.P. (or such other
similar news reporting service as Lender may subscribe to at the time such LIBOR Rate is
determined), at which deposits in U.S. dollars are offered by the major London clearing banks in
the London interbank offered market for a period of time equal or comparable to one, two, three, or
six months and in an amount equal to or comparable to the principal amount of the LIBOR Balance to
which such interest period relates. The LIBOR Rate for the Interest Period to which it relates
shall be determined as of 11:00 a.m. (London, England time) two (2) LIBOR Business Days prior to
the first day of such Interest Period.



Revolving
Promissory Note — Page 2 of 10




 









 








     “LIBOR Spread” means the “LIBOR Spread” as defined in the Loan Agreement; and the
LIBOR Spread will vary as set forth in the Loan Agreement, based on the Borrowing Base Utilization
(as defined in the Loan Agreement) as in effect from time to time, with each change in the
applicable percentage resulting from a change in the Borrowing Base Utilization to take effect on
the day such change in the Borrowing Base Utilization occurs.



     “Loan Agreement” means the Loan Agreement of even date, by and among Borrower, Lender,
and others, as amended.



     “Maximum Rate” means at the particular time in question the maximum rate of interest
which, under applicable law, may then be charged on this Note. If the maximum rate of interest
changes after the date hereof, the Maximum Rate shall be automatically increased or decreased, as
the case may be, without notice to Borrower from time to time as of the effective date of each
change in the maximum rate. If applicable law ceases to provide for a maximum rate of interest,
the Maximum Rate shall be equal to eighteen percent (18%) per annum.



     “Stated Rate” means the greater of (i) the interest rate publicly announced by Lender
from time to time as its general reference rate of interest, which prime rate shall change upon any
change in such announced or published general reference interest rate and which prime rate may not
be the lowest interest rate charged by the Lender, or (ii) the sum of the rate of interest, then
most recently published by The Wall Street Journal as the “federal funds” rate for reserves traded
among commercial banks for overnight use, plus one half of one percent (0.5%).



     “Stated Rate Balance” means the principal balance of this Note bearing interest at a
rate based upon the Adjusted Stated Rate.



     Payments of Interest and Principal. The principal of and all accrued but unpaid interest on
this Note shall be due and payable as follows:



     (a) accrued, unpaid interest on this Note shall be due and payable on each Interest Payment
Date, commencing on the first (1st) day of February, 2007, and continuing until the
Maturity Date;



     (b) the principal of this Note shall be due and payable as required by the Loan Agreement to
meet any Borrowing Base deficiency or Monthly Commitment Reductions (if and when required by Lender
under the Loan Agreement); and



     (c) the outstanding principal balance of this Note, together with all accrued but unpaid
interest, shall be due and payable on the Maturity Date.



     Revolving Credit. Under the Loan Agreement, Borrower may request advances and make payments
hereunder from time to time, provided that it is understood and agreed that the aggregate principal
amount outstanding from time to time hereunder shall not at any time exceed the Total Principal
Amount or the Borrowing Base (as defined in the Loan Agreement), subject to the right to cure
Borrowing Base deficiencies in the Loan Agreement. In addition, Lender may set a monthly
commitment reduction pursuant to the Loan Agreement, and thereafter the Borrowing Base and



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Promissory Note — Page 3 of 10




 









 







Lender’s commitment under this Note will decline monthly and the amount outstanding under this
Note may not exceed this declining Borrowing Base as and to the extent provided in the Loan
Agreement. The unpaid balance of this Note shall increase and decrease with each new advance or
payment hereunder, as the case may be. This Note shall not be deemed terminated or canceled prior
to the Maturity Date, although the entire principal balance hereof may from time to time be paid in
full. Borrower may borrow, repay and reborrow hereunder. Unless otherwise agreed to in writing or
otherwise required by applicable law, payments will be applied first to unpaid accrued interest,
then to principal, and any remaining amount to any unpaid collection costs, delinquency charges,
and other charges; provided, however, while an Event of Default (as defined below) is outstanding,
Lender reserves the right to apply payments among principal, interest, delinquency charges,
collection costs, and other charges, in such order and manner as the holder of this Note may from
time to time determine in its sole discretion. All payments and prepayments of principal of or
interest on this Note shall be made in Dollars in immediately available funds, at the address of
Lender indicated above, or such other place as the holder of this Note shall designate in writing
to Borrower. If any payment of principal of or interest on this Note shall become due on a day
which is not a Business Day or LIBOR Business Day, as applicable, such payment shall be made on the
next succeeding Business Day or LIBOR Business Day, as applicable, and any such extension of time
shall be included in computing interest in connection with such payment. The books and records of
Lender shall be prima facie evidence of all outstanding principal of and accrued
and unpaid interest on this Note.




     Accrual of Interest. The unpaid principal of the Stated Rate Balance shall bear interest at a
rate per annum which shall from day to day be equal to the lesser of (i) the Adjusted Stated Rate,
or (ii) the Maximum Rate. The unpaid principal of each LIBOR Balance shall bear interest at a rate
per annum which shall be equal to the lesser of (i) the Adjusted LIBOR Rate for the Interest Period
in effect with respect to such LIBOR Balance, or (ii) the Maximum Rate. Each change in the
Adjusted Stated Rate shall become effective without prior notice to Borrower automatically as of
the opening of business on the date of such change in the Adjusted Stated Rate. Interest on this
Note shall be calculated on the basis of the actual days elapsed, but computed as if each year
consisted of 360 days.



     Interest Options. Subject to the provisions hereof, Borrower shall have the option (the
“Interest Option”) of having the unpaid principal balance of this Note bear interest at
the Adjusted LIBOR Rate or the Adjusted Stated Rate; provided, however, that only four (4) Interest
Period options shall be in effect at any one time during the term hereof and the selection of the
Adjusted LIBOR Rate for a particular Interest Period shall be for no less than $1,000,000.00 of
unpaid principal and in even multiples of $100,000.00 in principal. The Interest Option shall be
exercised in the manner provided below:



     (a) Advances. Each advance on the Note will initially be funded as a Stated Rate Balance and
will accrue interest from the date advanced at the Adjusted Stated Rate.



     (b) Conversion From Adjusted Stated Rate. During any period in which the principal hereof
bears interest at the Adjusted Stated Rate, Borrower shall have the right, on any LIBOR Business
Day (the “Conversion Date”), to convert all or part of the principal balance owed on the



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Note from the Stated Rate Balance to a LIBOR Balance by giving Lender an Interest Notice of
such selection at least two (2) LIBOR Business Days prior to the Conversion Date.




     (c) At Expiration of Interest Periods. At least two (2) LIBOR Business Days prior to the
termination of each Interest Period, Lender shall receive from Borrower an Interest Notice
indicating the Interest Option to be applicable to the corresponding LIBOR Balance upon the
expiration of such Interest Period. If the required Interest Notice shall not have been timely
received by Lender, Borrower shall be deemed to have selected the Adjusted Stated Rate to be
applicable to the corresponding LIBOR Balance upon the expiration of the Interest Period and to
have given Lender notice of such selection.



     Interest Recapture. If on each Interest Payment Date or any other date on which interest
payments are required hereunder, Lender does not receive interest on this Note computed at the
Adjusted Stated Rate or Adjusted LIBOR Rate because such Contract Rate exceeds or has exceeded the
Maximum Rate, then Borrower shall, upon the written demand of Lender, pay to Lender in addition to
the interest otherwise required to be paid hereunder, on each Interest Payment Date thereafter, the
Excess Interest Amount (calculated as of such later Interest Payment Date); provided that in no
event shall Borrower be required to pay, for any Interest Period, interest at a rate exceeding the
Maximum Rate effective during such period.



     Interest on Past Due Amounts and Default Interest. To the extent any interest is not paid on
or before the date it becomes due and payable, Lender may, at its option, add such accrued but
unpaid interest to the principal of this Note. Notwithstanding anything herein to the contrary,
(i) while any Event of Default (as defined below) is outstanding, (ii) upon acceleration of the
maturity hereof following an uncured Event of Default, or (iii) at the Maturity Date, all principal
of this Note shall, at the option of Lender, bear interest until paid at the lesser of (i) the sum
of the Stated Rate plus six percent (6.0%) per annum, or (ii) the Maximum Rate.



     Loan Agreement/Security. This Note is subject to the terms and provisions of the Loan
Agreement. In the event of any conflict or inconsistency between this Note and the Loan Agreement,
the Loan Agreement shall govern. This Note is secured by all liens and security interests
described in the Loan Agreement. This Note, the Loan Agreement, and all other documents
evidencing, securing, governing, guaranteeing, or pertaining to this Note are hereinafter
collectively referred to as the “Loan Documents.” The holder of this Note is entitled to
the benefits and security provided in the Loan Documents.



     Prepayments; Consequential Loss. Borrower may from time to time prepay all or any portion of
the principal of this Note without premium or penalty, except as set forth herein. Any prepayment
made hereunder shall be made together with all interest accrued but unpaid on this Note through the
date of such prepayment. If Borrower makes any prepayment of principal with respect to any LIBOR
Balance on any day prior to the last day of the Interest Period applicable to such LIBOR Balance,
Borrower shall reimburse the Lender on demand the Consequential Loss incurred by Lender as a result
of the timing of such payment. A certificate of Lender setting forth the basis for the
determination of a Consequential Loss shall be delivered to Borrower and shall, in the absence of
manifest error, be prima facie evidence as to such determination and amount.



Revolving Promissory Note — Page 5 of 10




 









 








     Special Provisions for LIBOR Pricing. Borrower agrees to the following special provisions
regarding LIBOR pricing:



          (a) If Lender determines that, by reason of circumstances affecting the London interbank
offered rate market generally, deposits in Dollars (in the applicable amounts) are not being
offered to United States financial institutions in the London interbank offered rate market for the
applicable Interest Period, or that the rate at which such Dollar deposits are being offered will
not adequately and fairly reflect the cost to Lender of making or maintaining a LIBOR Balance for
the applicable Interest Period, Lender shall forthwith give written notice to Borrower, and
thereafter until Lender notifies Borrower that the circumstances giving rise to such suspension no
longer exist, (i) the right of Borrower to select the Adjusted LIBOR Rate as an Interest Option
under this Note shall be suspended, and (ii) Borrower shall be deemed to have converted each LIBOR
Balance to a Stated Rate Balance under this Note in accordance with the provisions hereof on the
last day of the then-current Interest Period applicable to such LIBOR Balance.



          (b) If the adoption of any applicable law, rule, or regulation, or any change therein, or any
change in the interpretation or administration thereof by any governmental authority, central bank,
or agency charged with the interpretation or administration thereof, or compliance by Lender with
any request or directive (whether or not having the force of law) of any such authority, central
bank, or agency shall make it unlawful or impossible for Lender to make or maintain a LIBOR
Balance, Lender shall so notify Borrower. Upon receipt of such written notice, Borrower shall be
deemed to have converted any LIBOR Balance to a Stated Rate Balance under this Note, on either (i)
the last day of the then-current Interest Period applicable to such LIBOR Balance if Lender may
lawfully continue to maintain and fund such LIBOR Balance to such day, or (ii) immediately if
Lender may not lawfully continue to maintain such LIBOR Balance to such day.



          (c) If any governmental authority, central bank, or other comparable authority, shall at any
time after the date of this Note impose, modify, or deem applicable any reserve (including, without
limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit,
or similar requirement against assets of, deposits with or for the account of, or credit extended
by, Lender, or shall impose on Lender (or its LIBOR lending office) or the London interbank offered
rate market any other condition affecting its LIBOR Balance, this Note, or its obligation to make
LIBOR advances; and the result of any of the foregoing is to increase the cost to Lender of making
or maintaining its LIBOR Balance, or to reduce the amount of any sum received or receivable by
Lender under this Note by an amount reasonably deemed by Lender to be material; then, within five
(5) days after demand by Lender, Borrower shall pay to Lender, such additional amount or amounts as
will compensate Lender for such increased cost or reduction. Lender will promptly notify Borrower
of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender
to compensation pursuant to this Subsection. A certificate of Lender claiming compensation under
this Subsection and setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error. If Lender demands compensation under this
Subsection, then Borrower may at any time, upon at least five (5) Business Days prior notice to
Lender, either (i) repay in full the then outstanding LIBOR Balance, together with accrued interest
thereon to the date of prepayment, or (ii) convert such LIBOR Balance to Stated Rate Balance in
accordance with the provisions of this Note; provided, however, that Borrower shall be liable for
any Consequential Loss arising pursuant to such actions.



Revolving Promissory Note — Page 6 of 10





 









 








          (d) If (i) the obligation of Lender to permit LIBOR Balance has been suspended pursuant to
subsections (a) or (b) above or (ii) Lender has demanded compensation under subsection (c) above,
then, unless and until Lender notifies Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer apply, all advances on this Note which would
otherwise be made by Lender as LIBOR Balance shall be made instead as Stated Rate Balance.



     Business Loan. Borrower represents to and covenants with Lender that: (1) all loans
evidenced by this Note are and shall be “business loans” as that term is used in the Depository
Institutions Deregulation and Monetary Control Act of 1980, as amended; and (2) the loans are for
business, commercial, investment, or other similar purposes and not for personal, family,
household, or agricultural use, as those terms are used in the Texas Finance Code.



     Event of Default. Borrower agrees that upon the occurrence of any one or more of the
following events of default and the expiration of any notice, grace, or cure period provided for in
the Loan Agreement (“Event of Default”):



     (a) failure of Borrower to pay any installment of principal of or interest on this Note or on
any other indebtedness of Borrower to Lender when due; or



     (b) the occurrence of any Event of Default specified in the Loan Agreement;




the holder of this Note may, at its option, without further notice or demand, except such notice as
is required by the Loan Agreement, (i) declare the outstanding principal balance of and accrued but
unpaid interest on this Note at once due and payable, without presentment, demand for payment,
notice of intent to accelerate, other notice of acceleration or dishonor, protest, or notice of
protest of any kind, all of which are expressly waived by Borrower (ii) refuse to advance any
additional amounts under this Note, (iii) foreclose all liens securing payment hereof, (iv) pursue
any and all other rights, remedies, and recourses available to the holder hereof, including but not
limited to any such rights, remedies, or recourses under the Loan Documents, at law or in equity,
or (v) pursue any combination of the foregoing.



     No Waiver by Lender. The failure to exercise the option to accelerate the maturity of this
Note or any other right, remedy, or recourse available to the holder hereof upon the occurrence of
an Event of Default hereunder shall not constitute a waiver of the right of the holder of this Note
to exercise the same at that time or at any subsequent time with respect to such Event of Default
or any other Event of Default while such Event of Default is outstanding. The rights, remedies,
and recourses of the holder hereof, as provided in this Note and in any other Loan Documents, shall
be cumulative and concurrent and may be pursued separately, successively, or together as often as
occasion therefor shall arise, at the sole discretion of the holder hereof. The acceptance by the
holder hereof of any payment under this Note which is less than the payment in full of all amounts
due and payable at the time of such payment shall not (i) constitute a waiver of or impair, reduce,
release, or extinguish any right, remedy, or recourse of the holder hereof, or nullify any prior
exercise of any such right, remedy, or recourse, or (ii) impair, reduce, release, or extinguish the



Revolving Promissory Note — Page 7 of 10




 









 







obligations of any party liable under any of the Loan Documents as originally provided herein
or therein.




     Usury Savings Clause. This Note and all other Loan Documents are intended to be performed in
accordance with, and only to the extent permitted by, all applicable usury laws. If any provision
hereof or of any other Loan Documents or the application thereof to any person or circumstance
shall, for any reason and to any extent, be invalid or unenforceable, neither the application of
such provision to any other person or circumstance nor the remainder of the instrument in which
such provision is contained shall be affected thereby, and all provisions shall be enforced to the
greatest extent permitted by law. It is expressly stipulated and agreed to be the intent of the
holder hereof to at all times comply with the usury and other applicable laws now or hereafter
governing the interest payable on the indebtedness evidenced by this Note. If the applicable law
is ever revised, repealed, or judicially interpreted so as to render usurious any amount called for
under this Note or under any other Loan Documents, or contracted for, charged, taken, reserved, or
received with respect to the indebtedness evidenced by this Note, or if Lender’s exercise of the
option to accelerate the maturity of this Note or if any prepayment by Borrower results in Borrower
having paid any interest in excess of that permitted by law, then it is the express intent of
Borrower and Lender that all excess amounts theretofore collected by Lender be credited on the
principal balance of this Note (or, if this Note and all other indebtedness arising under or
pursuant to the other Loan Documents have been paid in full, refunded to Borrower), and the
provisions of this Note and the other Loan Documents immediately be deemed reformed and the amounts
thereafter collectable hereunder and thereunder reduced, without the necessity of the execution of
any new document, so as to comply with the then-applicable law, but so as to permit the recovery of
the fullest amount otherwise called for hereunder or thereunder. All sums paid, or agreed to be
paid, by Borrower for the use, forbearance, detention, taking, charging, receiving, or reserving
of the indebtedness of Borrower to Lender under this Note or arising under or pursuant to the other
Loan Documents shall, to the maximum extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full term of such indebtedness until payment in full so that
the rate or amount of interest on account of such indebtedness does not exceed the usury ceiling
from time to time in effect and applicable to such indebtedness for so long as such indebtedness is
outstanding. To the extent federal law permits Lender to contract for, charge, or receive a
greater amount of interest, Lender will rely on federal law instead
of Texas Finance
Code, for the purpose of determining the Maximum Rate. Additionally, to the maximum extent
permitted by applicable law now or hereafter in effect, Lender may, at its option and from time to
time, implement any other method of computing the Maximum Rate under the Texas Finance Code, or
under other applicable law by giving notice, if required, to Borrower as provided by applicable law
now or hereafter in effect. Notwithstanding anything to the contrary contained herein or in any
other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest
that has not accrued at the time of such acceleration or to collect unearned interest at the time
of such acceleration.



     Applicability of Laws. In no event shall Chapter 346 of the Texas Finance Code (which
regulates certain revolving loan accounts and revolving tri-party accounts) apply to this Note. To
the extent that Chapter 303 of the Texas Finance Code is applicable to this Note, the “weekly
ceiling” specified in Chapter 303 is the applicable ceiling; provided that, if any applicable law
permits greater interest, the law permitting the greatest interest shall apply.



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     Attorneys Fees. If this Note is placed in the hands of an attorney for collection, or is
collected in whole or in part by suit or through bankruptcy, or other legal proceedings of any
kind, Borrower agrees to pay, in addition to all other sums payable hereunder, all costs and
expenses of collection, including but not limited to reasonable attorneys fees.



     Borrower’s Waiver. Except as expressly provided herein, Borrower and any and all endorsers
and guarantors of this Note severally waive presentment for payment, notice of nonpayment, protest,
demand, notice of protest, notice of intent to accelerate, notice of acceleration and dishonor,
diligence in enforcement and indulgences of every kind and without further notice hereby agree to
renewals, extensions, exchanges or releases of collateral, taking of additional collateral,
indulgences, or partial payments, either before or after maturity.



     Applicable Law. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY, THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS
INSTRUMENT IS MADE AND IS PERFORMABLE IN DALLAS, DALLAS COUNTY, TEXAS, AND IN THE EVENT OF A
DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENT EXECUTED IN CONNECTION HEREWITH, BORROWER
IRREVOCABLY AGREES THAT VENUE FOR SUCH DISPUTES SHALL BE IN ANY COURT OF COMPETENT JURISDICTION IN
DALLAS COUNTY, TEXAS.



     Captions. Captions used herein are for convenience only and should not be used in
interpreting this Note.



Revolving Promissory Note — Page 9 of 10





 









 








     Final Agreement. THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     Executed and delivered to Lender in Dallas, Texas, on the date stated above.



	 	 	 	 	 
	 	BORROWER:



Infinity Energy Resources, Inc.

 	 
	 	By:  	/s/ James A. Tuell	 
	 	 	James A. Tuell, President 	 
	 	 	 	 
	 



This note was prepared by:

Harris, Finley & Bogle, P.C.

777 Main Street, Suite 3600

Fort Worth, Texas 76102

(817) 870-8700




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