Exhibit 4.1


 


THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR THE BLUE SKY LAWS OF ANY STATE AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN OPINION OF LEGAL COUNSEL CONFIRMING THAT
REGISTRATION UNDER THE ACT AND ANY APPLICABLE BLUE SKY LAWS IS NOT
REQUIRED.  A TRANSFER OF THIS PROMISSORY
NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS IS VOIDABLE AT THE SOLE AND
UNILATERAL DISCRETION OF THE COMPANY. 
THE COMPANY’S TRANSFER RECORDS ARE NOTED TO REFLECT THE RESTRICTIONS ON
TRANSFERABILITY OF THE PROMISSORY NOTE CONTAINED HEREIN.


 


12.00% SENIOR SECURED PROMISSORY
NOTE


 




	
  $                   

  	
   

  	
  September   , 2010

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Billings,
  Montana

  






 


FOR
VALUE RECEIVED, Voyager Oil & Gas, Inc., a Delaware corporation
(the “Borrower”), promises to pay to the order of
                
(the “Note Holder”) the principal sum of
                      Dollars
($                )
(the “Face Amount”), or so much thereof as may be advanced to or for the
account of the Borrower pursuant to the terms and conditions set forth herein
and in the Loan Documents (hereinafter defined), together with interest at the
rate hereinafter provided, in accordance with the following:


 


1.             Interest.  Interest shall be
calculated on the basis of a 360-day year and shall accrue at a rate of twelve
percent (12.0%) per annum on the unpaid principal balance of this Note;
provided, however, that upon occurrence of any Event of Default hereunder or in
the event this Note is not repaid in full on the maturity date, the applicable
interest rate shall be eighteen percent (18.0%) per annum commencing on the
date of the Event of Default and continuing for the remaining term of this Note
or commencing on the maturity date and continuing until all obligations under
this Note are paid in full, whichever occurs.  If any provision of this Note
shall ever be construed to require the payment of any amount of interest in
excess of that permitted by applicable law, then the interest to be paid
pursuant to this Note shall be held subject to reduction to the amount allowed
under applicable law, and any sums paid in excess of the interest rate allowed
by law shall be applied in reduction of the principal balance outstanding
pursuant to this Note.


 


2.             Payments and
Maturity


 


Interest
shall be paid in arrears on the first day of each calendar month for so long as
this Note remains outstanding.  All
outstanding principal on this Note will be due and payable on the maturity
date, which shall be twelve (12) months after the issuance date unless the
Borrower elects, in its discretion to extend the maturity date for an
additional twelve (12) months by paying the Holder an amount equal to two
percent (2.0%) of the outstanding principal balance of the Note (the “Extension
Payment”).  In the event the Borrower
elects to extend the maturity date of this Note, the Borrower shall deliver
written notice to the Holder of its intention to extend the Note, together with
the Extension Payment, not later than fifteen (15) business days prior to the
expiration of the Initial Term.  The
Borrower will not be permitted to otherwise extend the maturity of Note at any
time when the Borrower is in default hereunder.


 

















 


This
Borrower may pre-pay this Note in full at a price equal to one hundred two
percent (102%) of face value during the first twelve (12) months following its
issuance.  The Borrower may pre-pay this
Note in full at a price equal to one hundred percent (100%) of face value, if
the option to extend the maturity date twelve (12) months has been exercised by
the Borrower, during the months thirteen (13) through twenty-four (24) of the
Term.


 


Payment
of any and all obligations owed by the Borrower to the Note Holder pursuant to
this Note shall be secured by a first priority security interest in any and all
assets of the Borrower pursuant to the terms of that certain Security Agreement
by and between the Borrower and the holder of the Borrower’s 12.00% Senior
Secured Promissory Notes of event date herewith (the “Security Agreement”).


 


3.             Application and
Place of Payments.  All
payments made on account of this Note shall be applied first to the payment of
any costs of collection, second to the payment of any late charge then due hereunder,
third to the payment of accrued and unpaid interest then due hereunder, and the
remainder, if any, to the Principal Sum. 
All payments on account of this Note shall be paid in lawful money of
the United States of America in immediately available funds during regular
business hours at the Note Holder’s address as provided in the Subscription
Agreement of event date herewith or at such other times and places as the Note
Holder may at any time designate in writing to the Borrower.


 


4.             Subscription Agreement
and Other Loan Documents.  This Note is the “Note” referenced in that
certain Subscription Agreement of even date herewith (the “Subscription
Agreement”), by and between the Borrower and the Note Holder.  The term “Loan Documents” as used in this Note
shall mean collectively this Note, the Subscription Agreement, the Security
Agreement and the Mortgage.


 


5.             Events of
Default.  The
occurrence of any one or more of the following events shall constitute an event
of default (individually, an “Event of Default” and collectively, the “Events
of Default”) under the terms of this Note:


 


(a)           The failure of the
Borrower to pay to the Note Holder for ten (10) days after any due date,
any and all amounts due and payable by the Borrower to the Note Holder under the
terms of this Note; or


 


(b)           The occurrence of an
Event of Default (as defined therein) under the terms and conditions of any of
the Loan Documents.


 


6.             Remedies.  Upon the occurrence of an Event of Default,
at the option of the Note Holder, all amounts payable by the Borrower to the
Note Holder under the terms of this Note shall immediately become due and
payable by the Borrower to the Note Holder upon delivery of written notice to
the Borrower, and the Note Holder shall have all of the rights, powers, and
remedies available under the terms of this Note, any of the other Loan
Documents and all applicable laws.  The
Borrower hereby waives presentment, protest and demand, notice of protest,
notice of demand and of dishonor and non-payment of this Note and expressly
agrees that this Note or any payment hereunder may be extended from time to
time without in any way affecting the liability of the Borrower, guarantors and
endorsers.


 


7.             Expenses.  The Borrower promises to pay to the Note
Holder on demand by the Note Holder all reasonable costs and expenses incurred
by the Note Holder in connection with the collection and enforcement of this
Note or any other Loan Document, including, without limitation, all reasonable
attorneys’ fees and expenses and all court costs incurred during an Event of
Default.


 


8.             Notices.  Any notice, request, or demand to or upon the
party to whom such communication is to be given shall be in writing and shall
be deemed to have been received by such party


 

















 


(i) when
delivered by an overnight courier with receipted service on the next business
day; or (ii) when sent by certified or registered mail, postage prepaid,
return receipt requested, three (3) business days after deposit in the
mail:


 


(a)           To the Borrower at
the Borrower’s principal place of business or to such other address as the
Borrower may designate by written notice to the Note Holder; or


 


(b)           To
Note Holder at the address stated in the Note Holder’s Subscription Agreement,
or at such other address as may have been designated by written notice to the
Borrower.


 


9.             Miscellaneous.  Each right, power, and remedy of the Note
Holder as provided for in this Note or any of the other Loan Documents, or now
or hereafter existing under any applicable law or otherwise shall be cumulative
and concurrent and shall be in addition to every other right, power, or remedy
provided for in this Note or any of the other Loan Documents or now or
hereafter existing under any applicable law, and the exercise or beginning of
the exercise by the Note Holder of any one or more of such rights, powers, or
remedies shall not preclude the simultaneous or later exercise by the Note
Holder of any or all such other rights, powers, or remedies.  No failure or delay by the Note Holder to
insist upon the strict performance of any term, condition, covenant, or
agreement of this Note or any of the other Loan Documents, or to exercise any
right, power, or remedy consequent upon a breach thereof, shall constitute a
waiver of any such term, condition, covenant, or agreement or of any such
breach, or preclude the Note Holder from exercising any such right, power, or
remedy at a later time or times.


 


10.          Partial Invalidity.  In the event any provision of this Note (or
any part of any provision) is held by a court of competent jurisdiction to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision (or remaining part of
the affected provision) of this Note; but this Note shall be construed as if
such invalid, illegal, or unenforceable provision (or part thereof) had not
been contained in this Note, but only to the extent it is invalid, illegal, or
unenforceable.


 


11.          Captions.  The captions herein set forth are for
convenience only and shall not be deemed to define, limit, or describe the
scope and intent of this Note.


 


12.          Governing Law;
Jurisdiction.  The
provisions of this Note shall be construed, interpreted and enforced in
accordance with the laws of the State of Montana as the same may be in effect
from time to time, without regard to principles of conflict of laws.  The parties hereby irrevocably submit to the
jurisdiction of any state or federal court sitting in the State of Montana over
any suit, action, or proceeding arising out of or relating to this Note and
hereby irrevocably waive, to the fullest extent permitted by law, any objection
that they may now or hereafter have to the laying of the venue of any such
suit, action, or proceeding brought in any such court and any claim that any such
suit, action, or proceeding brought in any such court has been brought in an
inconvenient forum.  Final judgment in
any such suit, action, or proceeding brought in any such court shall be
conclusive and binding upon the parties and may be enforced in any court in
which the parties are subject to jurisdiction by a suit upon such judgment
provided that service of process is effected upon the defending party as
provided in this Note or as otherwise permitted by applicable law.


 


13.          WAIVER OF TRIAL BY JURY.  BOTH THE BORROWER AND THE NOTE HOLDER HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THEY MAY BE
PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO (A) THIS NOTE, OR (B) THE
LOAN DOCUMENTS.  IT IS AGREED AND
UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS


 

















 


AGAINST
PARTIES WHO ARE NOT PARTIES TO THIS NOTE. 
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES,
AND THE PARTIES HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION
HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO
IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.


 


14.          Entire Agreement.  This Note, together with all of the other Loan
Documents, constitutes the entire agreement between the Borrower and the Note
Holder relating in any way to the loan evidenced by this Note.


 


IN
WITNESS WHEREOF, the Borrower has executed this Promissory Note, with the
intention of creating a document under seal, as of the date first written
above.


 


	
  WITNESS:

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Voyager
  Oil & Gas, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By
  James R. Reger

  
	
   

  	
  (print name)

  	
   

  	
  Its
  Chief Executive Officer