exh10-2_agmt.htm


     

    
      

      

    

     

     

    
 

     

     

    EXHIBIT
      10.2

     

    SUBORDINATION
      AGREEMENT DATED DECEMBER 3, 2007

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SUBORDINATION
      AGREEMENT

     

    This
      SUBORDINATION AGREEMENT (this “Agreement”), dated as
      of December 3, 2007 is among GALAXY ENERGY CORPORATION, a Colorado
      corporation (“Borrower”), DOLPHIN ENERGY CORPORATION, a Nevada
      corporation, and PANNONIAN INTERNATIONAL, LTD., a Colorado corporation (each
      such corporation, including Borrower, and together with each other obligor
      who
      becomes a party to this Agreement each an “Obligor” and,
      together, “Obligors”), BRUNER FAMILY TRUST UTD MARCH 28, 2005
      (“Bruner Trust”, together with any transferees or holders from
      time to time of the Subordinated Note (as defined below), each a
“Subordinated Creditor”, and collectively
      the “Subordinated Creditors”), and HFTP INVESTMENTS LLC,
      PROMETHEAN II MASTER, L.P., PROMETHEAN I MASTER LTD., CAERUS PARTNERS LLC,
      AG
      OFFSHORE CONVERTIBLES, LTD., and LEONARDO, L.P., (collectively, and together
      with any transferees or holders from time to time of the Notes (as defined
      below), hereinafter, the “Lenders”), and PROMETHEAN ASSET
      MANAGEMENT L.L.C., a Delaware limited liability company, in its capacity as
      collateral agent for itself and for the Lenders (including any successor agent,
      hereinafter, the “Agent”).

     

     

    R
      E C I T A L S

     

    A.  Borrower
      has executed and delivered to each of the Lenders those certain senior secured
      convertible notes each made by Borrower and dated as of August 19, 2004, October
      27, 2004, and May 31, 2005 (as the same have been and may hereafter be amended,
      restated, supplemented or modified and in effect from time to time, and
      including any notes issued in exchange or substitution therefor, individually
      a
“Note” and collectively the
“Notes”).  The Notes were issued pursuant to a
      certain Securities Purchase Agreement dated as of August 19, 2004 (as the same
      has been and hereafter may be amended, modified, supplemented or restated,
      the
“2004 Purchase Agreement”), and a certain Securities Purchase
      Agreement dated as of May 31, 2005 (as the same has been and hereafter may
      be
      amended, modified, supplemented or restated, the “2005 Purchase
      Agreement”, and together with the 2004 Purchase Agreement,
      collectively, the “Purchase Agreement”), in each case by and
      among, inter alia, Borrower and the Lenders, and pursuant to which the Lenders
      have made certain loans (“Loans”) to Borrower.

     

    B.  DOLPHIN
      ENERGY CORPORATION, a Nevada corporation, and PANNONIAN INTERNATIONAL, LTD,
      a
      Colorado corporation (each such entity, together with each other person or
      entity who becomes a party to the Guaranty (as defined herein) by execution
      of a
      joinder in the form of Exhibit A attached thereto, is referred to
      individually as a “Guarantor” and collectively as the
“Guarantors”) have executed a Guaranty dated as of
      August 19,
      2004 (as the same has been and may hereafter be amended, restated, supplemented
      or modified and in effect from time to time, the “Guaranty”) in
      favor of the Agent in respect of Borrower’s obligations under the Purchase
      Agreement and the Notes.

     

    C.  Borrower
      (the “Subordinated Obligor”) and Bruner Trust have entered into
      that certain Subordinated Promissory Note dated as of December 3, 2007 in
      the original principal amount of $550,000 (as the same has been and may
      hereafter be amended, restated, supplemented, replaced, substituted, divided,
      increased or otherwise modified from time to time

     


    
      
        
        

      

      
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    as
      permitted hereunder, individually and collectively, the “Subordinated
      Note”) pursuant to which, among other things, Subordinated Creditors
      have made a loan to the Subordinated Obligor in the original principal amount
      of
      $550,000 and pursuant to which Subordinated Obligor has incurred certain
      obligations and liabilities to Subordinated Creditors.

     

    NOW,
      THEREFORE, in reliance upon this Agreement, and for other good and valuable
      consideration, the receipt and sufficiency of which hereby are acknowledged,
      the
      parties hereto hereby agree as follows:

     

    1.  
Definitions.  All
      capitalized terms used but not elsewhere defined in this Agreement shall have
      the respective meanings ascribed to such terms in the Purchase Agreement and
      the
      Notes.  The following terms shall have the following meanings in this
      Agreement:

     

    Enforcement
      Action is defined in subsection 2.7.

     

    Lender
      or Lenders shall mean any holder of Senior Indebtedness including,
      without limitation, any holder of any Senior Indebtedness after the consummation
      of any Permitted Refinancing.

     

    Loan
      Documents means the collective reference to the Purchase Agreement,
      the Notes, the Warrants, Registration Rights Agreement, the Irrevocable Transfer
      Agent Instructions, the Conveyances of Overriding Royalty Interests, the USBIT
      Account Control Agreement, the ANB Amendment and the ANB Account Control
      Agreement as amended thereby, the First Amendment and the Security Agreement
      as
      amended thereby, the Guaranty as amended thereby and the Pledge Agreement as
      amended thereby, the 2004 Amendment, the Mortgage Amendments and the Mortgages
      as amended thereby, the Colorado Mortgage and each of the other agreements
      to
      which any Obligor is a party or is bound in connection with the transactions
      contemplated under the Purchase Agreement and the Notes.

     

    Paid
      in Full or
Payment in Full shall mean the indefeasible payment
      in
      full in cash of all Senior Indebtedness and termination of all commitments
      to
      lend under the Loan Documents and Permitted Refinancing Loan
      Documents.

    


    Permitted
      Refinancing means any refinancing of the Senior
      Indebtedness.

     

    Permitted
      Refinancing Loan Documents means any and all agreements, documents
      and instruments executed in connection with a Permitted Refinancing of Senior
      Indebtedness.

     

    Proceeding
      is defined in subsection 2.3.

     

    Senior
      Indebtedness shall mean the obligations, liabilities and other
      amounts owed under the Purchase Agreement, the Notes or any other Loan Document
      including all interest, fees, expenses, indemnities and enforcements costs,
      whether before or after the commencement of a Proceeding and without regard
      to
      whether or not an allowed claim, and all obligations and liabilities incurred
      with respect to Permitted Refinancings,

     


    
      
        
        

      

      
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    together
      with any amendments, restatements, modifications, renewals or extensions of
      any
      thereof.

     

    Subordinated
      Creditor shall mean Bruner Trust, each “Subordinated Creditor”
which is signatory to this Agreement from time to time and any
      other holders of
      a Subordinated Note or any other Subordinated Indebtedness from time to
      time.

     

    Subordinated
      Default shall mean a default in the payment of the Subordinated
      Indebtedness, or performance of any term, covenant or condition contained in
      the
      Subordinated Indebtedness Documents or the occurrence of any event or condition,
      which default, event or condition permits any Subordinated Creditor to
      accelerate or demand payment of all or any portion of the Subordinated
      Indebtedness.

     

    Subordinated
      Default Notice shall mean a written notice to Agent pursuant to
      which Agent is notified of the existence of a Subordinated Default, which notice
      incorporates a reasonably detailed description of such Subordinated
      Default.

     

    Subordinated
      Indebtedness shall mean all of the obligations of Obligors
      (including Subordinated Obligor) to Subordinated Creditors pursuant to or
      evidenced by the Subordinated Note and the other Subordinated Indebtedness
      Documents.

     

    Subordinated
      Indebtedness Documents shall mean the Subordinated Note and all
      other documents and instruments executed in connection with the Subordinated
      Note or otherwise evidencing or pertaining to any portion of the Subordinated
      Indebtedness, as amended, supplemented, restated or otherwise modified from
      time
      to time as permitted hereunder.

     

    2.  Subordination
      of Subordinated Indebtedness to Senior Indebtedness.

     

    2.1  Subordination.  The
      payment of any and all of the Subordinated Indebtedness hereby expressly is
      subordinated, to the extent and in the manner set forth herein, to the Payment
      in Full of the Senior Indebtedness.  Each holder of Senior
      Indebtedness, whether now outstanding or hereafter arising, shall be deemed
      to
      have acquired Senior Indebtedness in reliance upon the provisions contained
      herein.

     

    2.2  Restriction
      on Payments.  Notwithstanding any provision of the
      Subordinated Indebtedness Documents to the contrary and in addition to any
      other
      limitations set forth herein or therein, no payment (whether made in cash,
      securities or other property or by set-off) of principal, interest or any other
      amount due with respect to the Subordinated Indebtedness shall be made or
      received, and no Subordinated Creditor shall exercise any right of set-off
      or
      recoupment with respect to any Subordinated Indebtedness, until all of the
      Senior Indebtedness is Paid in Full, provided however:
      subject to any adjustments or rights set forth in the Notes, any warrant for
      the
      capital stock of Borrower or Borrower’s charter, bylaws and similar constituent
      documents, Subordinated Obligor shall be permitted to make interest payments
      by
      means of the issuance to any Subordinated Creditor of common stock of the
      Borrower.

     


    
      
        
        

      

      
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    2.3  Proceedings.  In
      the event of any insolvency, bankruptcy, receivership, custodianship,
      liquidation, reorganization, assignment for the benefit of creditors or other
      proceeding for the liquidation, dissolution or other winding up of any Obligor
      or any of its Subsidiaries or any of their respective properties (a
“Proceeding”):

     

    (i)           the
      Lenders shall be entitled to receive Payment in Full in cash of the Senior
      Indebtedness before any Subordinated Creditor is entitled to receive any payment
      upon the Subordinated Indebtedness, and Lenders shall be entitled to receive
      for
      application in payment of such Senior Indebtedness any payment or distribution
      of any kind or character, whether in cash, property or securities or by set-off
      or otherwise, which may be payable or deliverable in any such Proceedings in
      respect of the Subordinated Indebtedness;

     

    (ii)           any
      payment or distribution of assets of any Obligor of any kind or character,
      whether in cash, property or securities, by set-off or otherwise, to which
      any
      Subordinated Creditor would be entitled pursuant to the Subordinated
      Indebtedness but for the provisions hereof shall be paid by the liquidating
      trustee or agent or other Person making such payment or distribution, whether
      a
      trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
      to the Lenders until the Senior Indebtedness shall have been Paid in Full,
      and
      each Subordinated Creditor acknowledges and agrees that such payment or
      distribution may, particularly with respect to interest on Senior Indebtedness
      after the commencement of a Proceeding, result in such Subordinated Creditor
      receiving less than it would otherwise receive;

     

    (iii)          each
      Subordinated Creditor hereby irrevocably (x) authorizes, empowers and directs
      all receivers, trustees, debtors in possession, liquidators, custodians,
      conservators and others having authority in the premises to effect all such
      payments and deliveries, and each Subordinated Creditor also irrevocably
      authorizes, empowers and directs, the Agent and the Lenders until the Senior
      Indebtedness shall have been Paid in Full, to demand, sue for, collect and
      receive every such payment or distribution, and (y) agrees to execute and
      deliver to the Agent and the Lenders all such further instruments confirming
      the
      authorization referred to in the foregoing clause (x); and

     

    (iv)           each
      Subordinated Creditor hereby irrevocably authorizes, empowers and appoints
      Agent
      and the Lenders (until the Senior Indebtedness shall have been Paid in Full)
      as
      its agent and attorney in fact to (x) execute, verify, deliver and file such
      proofs of claim upon the failure of any Subordinated Creditor promptly to do
      so
      (and in any event prior to thirty (30) days before the expiration of the time
      to
      file any proof) and (y) vote such claims in any such Proceeding; provided that
      no holder of Senior Indebtedness shall have any obligation to execute, verify,
      deliver and/or file any such proof of claim or vote such claim.  In
      the event the

     


    
      
        
        

      

      
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    Agent
      or
      any Lender (or any agent, designee or nominee thereof) votes any claim in
      accordance with the authority granted hereby, such Subordinated Creditor shall
      not be entitled to change or withdraw such vote.

     

    The
      Senior Indebtedness shall continue to be treated as Senior Indebtedness and
      the
      provisions hereof shall continue to govern the relative rights and priorities
      of
      Lenders and the Subordinated Creditors even if all or part of the Senior
      Indebtedness or the security interests securing the Senior Indebtedness are
      subordinated, set aside, avoided or disallowed in connection with any such
      Proceeding and the provisions hereof shall be reinstated if at any time any
      payment of any of the Senior Indebtedness is rescinded or must otherwise be
      returned by Agent, any Lender or any agent, designee or nominee of such
      holder.

     

    2.4  Incorrect
      Payments.  If any payment (whether made in cash,
      securities or other property) not permitted under this Agreement is received
      by
      any Subordinated Creditor on account of the Subordinated Indebtedness before
      all
      Senior Indebtedness is Paid in Full, such payment shall not be commingled with
      any asset of such Subordinated Creditor, shall be held in trust by such
      Subordinated Creditor for the benefit of the Lenders and shall promptly be
      paid
      over to the Lenders, or their respective designated representatives, for
      application (in accordance with the Purchase Agreement, the Notes or the
      Permitted Refinancing Loan Documents) to the payment of the Senior Indebtedness
      then remaining unpaid, until all of the Senior Indebtedness is Paid in
      Full.

     

    2.5  Sale,
      Transfer.  No Subordinated Creditor shall sell, assign,
      dispose of or otherwise transfer all or any portion of the Subordinated
      Indebtedness or any Subordinated Note or other Subordinated Indebtedness
      Document (a) without giving prior written notice of such action to Agent, (b)
      unless prior to the consummation of any such action, the transferee thereof
      shall execute and deliver to Agent and the Lenders a joinder to this Agreement,
      or an agreement substantially identical to this Agreement and acceptable to
      Agent and the Lenders, in either case providing for the continued subordination
      and forbearance of the Subordinated Indebtedness to the Senior Indebtedness
      as
      provided herein and for the continued effectiveness of all of the rights of
      Agent and Lenders arising under this Agreement and (c) unless following such
      sale, assignment, pledge, disposition or other transfer, there shall either
      be
      (i) no more than two more than the number of  holders of Subordinated
      Indebtedness on the date hereof or (ii) one Person acting as agent for all
      holders of the Subordinated Indebtedness pursuant to documentation reasonably
      satisfactory to Agent, such that any notices and communications to be delivered
      to Subordinated Creditors hereunder and any consents required by Subordinated
      Creditors shall be made to or obtained from such agent and shall be binding
      on
      each Subordinated Creditor as if directly obtained from such Subordinated
      Creditor.  In the event of a permitted sale, assignment, disposition
      or other transfer, each Subordinated Creditor engaging in such sale, assignment,
      disposition or other transfer, prior to the consummation of any such action,
      shall cause the transferee thereof to execute and deliver to Agent and the
      Lenders a joinder to this Agreement, or an agreement substantially identical
      to
      this Agreement and acceptable to the Lenders, in either case providing for
      the
      continued subordination and forbearance of the

     


    
      
        
        

      

      
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    Subordinated
      Indebtedness to the Senior Indebtedness as provided herein and for the continued
      effectiveness of all of the rights of Lenders and Agent arising under this
      Agreement.  Notwithstanding the failure to execute or deliver any such
      agreement, the subordination effected hereby shall survive any sale, assignment,
      disposition or other transfer of all or any portion of the Subordinated
      Indebtedness, and the terms of this Agreement shall be binding upon the
      successors and assigns of each Subordinated Creditor, as provided in Section
      10
      below.

     

    2.6  Legends.  Until
      the Senior Indebtedness is Paid in Full, each of the Subordinated Indebtedness
      Documents at all times shall contain in a conspicuous manner the following
      legend:

     

    “This
      [
      Promissory Note ] and the indebtedness evidenced hereby are subordinate in
      the
      manner and to the extent set forth in that certain Subordination Agreement
      dated
      as of December 3, 2007 (the “Subordination Agreement”) among Galaxy Energy
      Corporation, the Subordinated Creditors named therein, the Lenders named
      therein, and Promethean Asset Management L.L.C., to the Senior Indebtedness
      (as
      defined in the Subordination Agreement); and each holder of this Promissory
      Note, by its acceptance hereof, shall be bound by the provisions of the
      Subordination Agreement.”

     

    2.7  Restriction
      on Action by Subordinated Creditors.

     

    (a)  Until
      the
      Senior Indebtedness is Paid in Full and notwithstanding anything contained
      in
      the Subordinated Indebtedness Documents, the Purchase Agreement, the other
      Loan
      Documents or the Permitted Refinancing Loan Documents to the contrary, no
      Subordinated Creditor shall, without the prior written consent of Agent, agree
      to any amendment, modification or supplement to the Subordinated Indebtedness
      Documents, the effect of which is to (i) increase the maximum principal amount
      of the Subordinated Indebtedness or rate of interest (or cash pay rate of
      interest) on any of the Subordinated Indebtedness, (ii) change to an earlier
      date, any date upon which payments of principal or interest on the Subordinated
      Indebtedness are due or otherwise front load the amortization of any of the
      Subordinated Indebtedness, (iii) change in a manner adverse to any Obligor
      or
      add any event of default or add or make more restrictive any covenant with
      respect to the Subordinated Indebtedness, (iv) change the redemption, prepayment
      or put provisions of the Subordinated Indebtedness, (v) alter the subordination
      provisions with respect to the Subordinated Indebtedness, including, without
      limitation, subordinating the Subordinated Indebtedness to any other debt,
      (vi)
      shorten the maturity date of any of the Subordinated Indebtedness or otherwise
      alter the repayment terms of the Subordinated Indebtedness in a manner adverse
      to any Obligor, (vii) take any liens in any assets of any Obligor or any of
      its
      Subsidiaries or any other assets securing the Senior Indebtedness or (viii)
      obtain any guaranties or credit support from any Person which is an affiliate
      of
      any Obligor, or (ix) change or amend any other term of the Subordinated
      Indebtedness Documents if such change or amendment would increase the
      obligations of any Obligor or confer additional material rights on
      any

     


    
      
        
        

      

      
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    Subordinated
      Creditor or any other holder of the Subordinated Indebtedness in a manner
      adverse to any Obligor, Agent or Lenders.

     

    (b)  Until
      the
      Senior Indebtedness is Paid in Full, no Subordinated Creditor shall, without
      the
      prior written consent of Agent, take or continue any action, or exercise any
      rights, remedies or powers in respect of the Subordinated Indebtedness or any
      Subordinated Indebtedness Document, or exercise or continue to exercise any
      other right or remedy at law or in equity that such Subordinated Creditor might
      otherwise possess, to collect any amount due and payable in respect of any
      Subordinated Indebtedness, including, without limitation, the acceleration
      of
      the Subordinated Indebtedness, the commencement of any action to enforce payment
      or foreclosure on any lien or security interest, the filing of any petition
      in
      bankruptcy or the taking advantage of any other insolvency law of any
      jurisdiction (any of the foregoing, an “Enforcement
      Action”).  If any Subordinated Creditor shall attempt to take
      any Enforcement Action or otherwise seek to collect or realize upon any of
      the
      Subordinated Indebtedness in violation of the terms hereof, the holders of
      the
      Senior Indebtedness may, by virtue of the terms hereof, restrain any such
      Enforcement Action or other action, either in its own name or in the name of
      the
      applicable Obligor.

     

    (c)           Until
      the Senior Indebtedness is Paid in Full, any Liens of Subordinated Creditors
      in
      the Collateral which may exist in breach of each Subordinated Creditor's
      agreement pursuant to subsection 2.7(a)(vii) or Section 18 of this Agreement
      shall be and hereby are subordinated for all purposes and in all respects to
      the
      Liens of Agent and Lenders in the Collateral, regardless of the time, manner
      or
      order of perfection of any such Liens.  In the event that any
      Subordinated Creditor obtains any Liens in the Collateral in violation of
      subsection 2.7(a)(vii) or Section 18 of this Agreement, Subordinated Creditors
      (i) shall (or shall cause their agent to) promptly execute and deliver to Agent
      such termination statements and releases as Agent shall request to effect the
      release of the Liens of such Subordinated Creditor in such Collateral and (ii)
      shall be deemed to have authorized Agent to file any and all termination
      statements required by Agent in respect of such Liens. In furtherance of the
      foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its
      attorney-in-fact, with full authority in the place and stead of such
      Subordinated Creditor and in the name of such Subordinated Creditor or
      otherwise, to execute and deliver any document or instrument which such
      Subordinated Creditor may be required to deliver pursuant to this subsection
      2.7(c).

     

    3.  Continued
      Effectiveness of this Agreement; Modifications to Senior
      Indebtedness.

     

    (a)
      The
      terms of this Agreement, the subordination effected hereby, and the rights
      and
      the obligations of Subordinated Creditors, Agent and Lenders arising hereunder,
      shall not be affected, modified or impaired in any manner or to any extent
      by:
      (i) any amendment or modification of or supplement to the Purchase Agreement,
      any other Loan Document or any Permitted Refinancing Loan Document or any
      Subordinated Indebtedness Document; (ii) the validity or enforceability of
      any
      of such documents; or (iii) any exercise or non-exercise of any right, power
      or
      remedy under or in respect of the

     


    
      
        
        

      

      
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    Senior
      Indebtedness or the Subordinated Indebtedness or any of the instruments or
      documents referred to in clause (i) above.

     

    (b)  Agent
      and Lenders may at any time and from time to time in their sole discretion,
      renew, amend, refinance, extend or otherwise modify the terms and provisions
      of
      Senior Indebtedness (including, without limitation, the terms and provisions
      relating to the principal amount outstanding thereunder, the rate of interest
      thereof, the payment terms thereof and the provisions thereof regarding default
      or any other matter) or exercise (or refrain from exercising) any of their
      rights under the Loan Documents, all without notice to or consent from the
      Subordinated Creditors and without incurring liability to any Subordinated
      Creditor and without impairing or releasing the obligations of any Subordinated
      Creditor under this Agreement.  No compromise, alteration, amendment,
      renewal, restatement, refinancing or other change of, or waiver, consent or
      other action in respect of any liability or obligation under or in respect
      of,
      any terms, covenants or conditions of Senior Indebtedness or the Loan Documents,
      whether or not in accordance with the provisions of the Senior Indebtedness,
      shall in any way alter or affect any of the subordination provisions
      hereof.

    


    4.  Representations
      and Warranties.

     

    (a)           Each
      Subordinated Creditor hereby represents and warrants (as to itself and not
      as to
      any other Subordinated Creditor) to Agent and Lenders as follows:

     

    4.1  Existence
      and Power.  If an entity, such Subordinated Creditor is
      duly organized, validly existing and in good standing under the laws of the
      state of its organization.

     

    4.2  Authority.  Such
      Subordinated Creditor has full power and authority to enter into, execute,
      deliver and carry out the terms of this Agreement and to incur the obligations
      provided for herein, all of which have been duly authorized by all proper and
      necessary action and are not prohibited by the organizational documents of
      such
      Subordinated Creditor.

     

    4.3  Binding
      Agreements.  This Agreement, when executed and delivered,
      will constitute the valid and legally binding obligation of such Subordinated
      Creditor enforceable in accordance with its terms.

     

    4.4  Conflicting
      Agreements; Litigation.  No provisions of any mortgage,
      indenture, contract, agreement, statute, rule, regulation, judgment, decree
      or
      order binding on such Subordinated Creditor or affecting the property of such
      Subordinated Creditor conflicts with, or requires any consent which has not
      already been obtained under, or would in any way prevent the execution, delivery
      or performance of the terms of this Agreement.  The execution,
      delivery and carrying out of the terms of this Agreement will not constitute
      a
      default under, or result in the creation or imposition of, or obligation to
      create, any Lien upon the property of such Subordinated Creditor pursuant to
      the
      terms of any such mortgage, indenture, contract or agreement.  No
      pending or, to the best of such

     


    
      
        
        

      

      
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    Subordinated
      Creditor’s knowledge, threatened, litigation, arbitration or other proceedings
      if adversely determined would in any way prevent the performance of the terms
      of
      this Agreement.

     

    4.5  No
      Divestiture.  On the date hereof, such Subordinated
      Creditor which is signatory hereto is the current owner and holder of its
      Subordinated Note and all other Subordinated Indebtedness Documents (if
      any).

     

    4.6  Default
      under Subordinated Indebtedness Documents.  On the date
      hereof, no default exists under or with respect to the Subordinated Note held
      by
      Subordinated Creditor or any of the other Subordinated Indebtedness Documents
      applicable to such Subordinated Note.

     

    (b)           Each
      Obligor hereby represents and warrants to Agent and Lenders that the signatory
      to this Agreement under the heading “Subordinated Creditor” constitutes the only
      holder of the Subordinated Note and the other Subordinated
      Indebtedness.

     

    5.  Cumulative
      Rights, No Waivers.  Each and every right, remedy and
      power granted to Agent or Lenders hereunder shall be cumulative and in addition
      to any other right, remedy or power specifically granted herein, in the Purchase
      Agreement, the other Loan Documents or Permitted Refinancing Loan Documents
      or
      now or hereafter existing in equity, at law, by virtue of statute or otherwise,
      and may be exercised by Agent or Lenders, from time to time, concurrently or
      independently and as often and in such order as Agent or Lenders may deem
      expedient.  Any failure or delay on the part of Agent or Lenders in
      exercising any such right, remedy or power, or abandonment or discontinuance
      of
      steps to enforce the same, shall not operate as a waiver thereof or affect
      Agent’s or Lenders’ right thereafter to exercise the same, and any single or
      partial exercise of any such right, remedy or power shall not preclude any
      other
      or further exercise thereof or the exercise of any other right, remedy or power,
      and no such failure, delay, abandonment or single or partial exercise of Agent’s
      or Lenders’ rights hereunder shall be deemed to establish a custom or course of
      dealing or performance among the parties hereto.

     

    6.  Modification.  Any
      modification or waiver of any provision of this Agreement, or any consent to
      any
      departure by Agent or any Subordinated Creditor therefrom, shall not be
      effective in any event unless the same is in writing and signed by Agent and
      the
      holders of at least 51% of the then outstanding principal balance of the
      Subordinated Note and then such modification, waiver or consent shall be
      effective only in the specific instance and for the specific instance and for
      the specific purpose given.  Any notice to or demand on any
      Subordinated Creditor in any event not specifically required of Agent hereunder
      shall not entitle any Subordinated Creditor to any other or further notice
      or
      demand in the same, similar or other circumstances unless specifically required
      hereunder.

     

    7.  Additional
      Documents and Actions.  Each Subordinated Creditor at any
      time, and from time to time, after the execution and delivery of this Agreement,
      upon the request of Agent and at the expense of Borrower, will promptly execute
      and deliver such further documents and do such further acts and things as Agent
      may request in order to effect fully the purposes of this
      Agreement.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    8.  Notices.  Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered:  (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of transmission
      is mechanically or electronically generated and kept on file by the sending
      party); or (iii) one (1) Business Day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party to
      receive the same.  The addresses and facsimile numbers for such
      communications shall be:

     

    
      	
                           
                If to Bruner Trust:

            	
              Bruner
                Family Trust UTD March 28, 2005

              Cynthia
                L. Gausvik, Trustee

              Patton
                Boggs LLP

              8484
                Westpark Drive, Suite 900

              McLean,
                Virginia 22102

              Telecopy:  (703)
                744-8001

               

            
	 	 
	
                            If
                to any other Subordinated

                            Creditor:

            	
              To
                the address of such Subordinated Creditor set forth on the joinder
                to this
                Agreement executed by such Subordinated Creditor

            
	 	 
	
                           
                If to any Obligor:

            	
              Galaxy
                Energy Corporation

              1331
                17th Street, Suite 1050

              Denver,
                Colorado 80202

              Attention:  Marc
                E. Bruner

              Telecopy:
                (303) 293-2417

               

            
	 	 
	
                           
                with a copy to:

            	
              Dill
                Dill Carr Stonbraker & Hutchings, P.C.

              455
                Sherman Street, Suite 300

              Denver,
                Colorado 80203

              Attention:  Fay
                M. Matsukage

              Telecopy:
                (303) 777-3823

            
	 	 
	
                           
                If to Agent:

            	
              Promethean
                Asset Management L.L.C.

              55
                Fifth Avenue, 17th Floor

              New
                York, New York 10003

              Attention:
                James F. O’Brien

              Telephone:
                (212) 702-5200

              Facsimile:
                (212) 758-9334

            
	 	 
	
                           
                with a copy to:

            	
              Katten
                Muchin Rosenman LLP

              525
                West Monroe Street

              Chicago,
                Illinois 60661-3693

              Attn:
                Mark D. Wood, Esq.

              Telecopy:
                (312) 902-1061

            


    

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 
	
                             If
                to a Lender:

            	
              To
                the address of such Lender set forth on the Schedule I
                hereto

            


    

    


    or,
      in
      the case of party named above, at such other address and/or facsimile number
      and/or to the attention of such other person as the recipient party has
      specified by written notice given to each other party five (5) days prior to
      the
      effectiveness of such change.  Written confirmation of receipt (A)
      given by the recipient of such notice, consent, waiver or other communication,
      (B) mechanically or electronically generated by the sender’s facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a nationally recognized overnight
      delivery service shall be rebuttable evidence of personal service, receipt
      by
      facsimile or deposit with a nationally recognized overnight delivery service
      in
      accordance with clause (i), (ii) or (iii) above, respectively.

     

    9.  Severability.  In
      the event that any provision of this Agreement is deemed to be invalid by reason
      of the operation of any law or by reason of the interpretation placed thereon
      by
      any court or governmental authority, this Agreement shall be construed as not
      containing such provision and the invalidity of such provision shall not affect
      the validity of any other provisions hereof, and any and all other provisions
      hereof which otherwise are lawful and valid shall remain in full force and
      effect.

     

    10.  Successors
      and Assigns.  This Agreement shall inure to the benefit
      of the successors and assigns of Agent and Lenders and shall be binding upon
      the
      successors and assigns of Subordinated Creditors and Obligors.

     

    11.  Counterparts.  This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to each other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

    12.  Defines
      Rights of Creditors; Subrogation.

     

    (a)  The
      provisions of this Agreement are solely for the purpose of defining the relative
      rights of Subordinated Creditors, Agent and Lenders and shall not be deemed
      to
      (i) create any rights or priorities in favor of any other Person, including,
      without limitation, any Obligor, (ii) amend any of the Loan Documents or in
      any
      way waive any of the rights that the Agent and the Lenders have against any
      Obligor under the Loan Documents, or (iii) waive any Event of Default or
      Triggering Event under any of the Loan Documents.

     

    (b)  Subject
      to the Payment in Full of the Senior Indebtedness, in the event and to the
      extent cash, property or securities otherwise payable or deliverable to the
      holders of the Subordinated Indebtedness shall have been applied pursuant to
      this Agreement to the payment of Senior Indebtedness, then and in each such
      event, the holders of the Subordinated Indebtedness shall be subrogated to
      the
      rights of each holder

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    of
      Senior
      Indebtedness to receive any further payment or distribution in respect of or
      applicable to the Senior Indebtedness; and, for the purposes of such
      subrogation, no payment or distribution to the holders of Senior Indebtedness
      of
      any cash, property or securities to which any holder of Subordinated
      Indebtedness would be entitled except for the provisions of this Agreement
      shall, and no payment over pursuant to the provisions of this Agreement to
      the
      holders of Senior Indebtedness by the holders of the Subordinated Indebtedness
      shall, as between any Obligor, its creditors other than the holders of Senior
      Indebtedness and the holders of Subordinated Indebtedness, be deemed to be
      a
      payment by such Obligor to or on account of Senior Indebtedness.

     

    13.  Conflict.  In
      the event of any conflict between any term, covenant or condition of this
      Agreement and any term, covenant or condition of any of the Subordinated
      Indebtedness Documents, the provisions of this Agreement shall control and
      govern.  For purposes of this Section 13, to the extent that any
      provisions of any of the Subordinated Indebtedness Documents provide rights,
      remedies and benefits to Agent or Lenders that exceed the rights, remedies
      and
      benefits provided to Agent or Lenders under this Agreement, such provisions
      of
      the applicable Subordinated Indebtedness Documents shall be deemed to supplement
      (and not to conflict with) the provisions hereof.

     

    14.  Statement
      of Indebtedness to Subordinated Creditors.  Borrower will
      furnish to Agent upon demand, a statement of the indebtedness owing from
      Obligors to Subordinated Creditors, and will give Agent access to the books
      of
      Obligors in accordance with the Purchase Agreement so that Agent can make a
      full
      examination of the status of such indebtedness.

     

    15.  Headings.  The
      paragraph headings used in this Agreement are for convenience only and shall
      not
      affect the interpretation of any of the provisions hereof.

     

    16.  Termination.  This
      Agreement shall terminate upon the Payment in Full of the Senior
      Indebtedness.

     

    17.  Subordinated
      Default Notice.  Subordinated Creditors and Borrower each
      shall provide Agent with a Subordinated Default Notice upon the occurrence
      of
      each Subordinated Default, and Subordinated Creditors shall notify Agent in
      the
      event such Subordinated Default is cured or waived.

     

    18.  No
      Contest of Senior Indebtedness or Liens; No Security for Subordinated
      Indebtedness.  Each Subordinated Creditor agrees that it
      will not, and will not encourage any other Person to, at any time, contest
      the
      validity, perfection, priority or enforceability of the Senior Indebtedness
      or
      Liens in the Collateral granted to Agent and the Lenders pursuant to the
      Purchase Agreement, the other Loan Documents or the Permitted Refinancing Loan
      Documents or accept or take any collateral security for the Subordinated
      Indebtedness.  In furtherance of the foregoing, on the date hereof,
      each Subordinated Creditor hereby represents and warrants that it has not taken
      or received a security interest in, or lien upon, any asset of any Obligor,
      whether in respect of the Subordinated Indebtedness or otherwise.

     

    
      19.  Governing
        Law, Jurisdiction Waiver of Jury
        Trial.  All questions concerning the
        construction, validity, enforcement and interpretation of this Agreement
        shall
        be governed by 

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    the
      internal laws of the State of New York, without giving effect to any choice
      of
      law or conflict of law provision or rule (whether of the State of New York
      or
      any other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of New York.  Each party hereby
      irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in the City of New York, borough of Manhattan, for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper.  Each party
      hereby irrevocably waives personal service of process and consents to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      to
      such party at the address for such notices to it under this Agreement and agrees
      that such service shall constitute good and sufficient service of process and
      notice thereof.  Nothing contained herein shall be deemed to limit in
      any way any right to serve process in any manner permitted by
      law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
      AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
      HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
      TRANSACTION CONTEMPLATED HEREBY.

     

    20.  Waiver
      of Consolidation.  Each Subordinated Creditor
      acknowledges and agrees that (i) Obligors are each separate and distinct
      entities; and (ii) it will not at any time insist upon, plead or seek advantage
      of any substantive consolidation, piercing the corporate veil or any other
      order
      or judgment that causes an effective combination of the assets and liabilities
      of Obligors in any case or proceeding under Title 11 of the United States Code
      or other similar proceeding.

     

    [remainder
      of page intentionally left blank; signature pages follow]

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Subordinated Creditor, each Obligor, Agent and each
      Lender has caused this Agreement to be executed as of the date first above
      written.

     

    
      	 	SUBORDINATED
              CREDITOR:	 
	 	 	 	 
	 	BRUNER
              FAMILY TRUST UTD MARCH 28, 2005 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Marc
              E. Bruner	 
	 	 	Name: 
Marc
              E.
              Bruner 	 
	 	 	Title:   
              Trustee 	 
	 	 	 	 


    

     

    
      	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
              Cynthia L. Gausvik	 
	 	 	Name: 
              Cynthia L. Gausvik	 
	 	 	Title:   
              Trustee	 
	 	 	 	 


    

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	OBLIGORS:	 
	 	 	 	 
	 	GALAXY
              ENERGY CORPORATION, a Colorado corporation 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
              Christopher S. Hardesty 	 
	 	 	Name: 
              Christopher S. Hardesty	 
	 	 	Title:  
              SVP & CFO	 
	 	 	 	 


    

     

    
      	 	 	 
	 	DOLPHIN
              ENERGY CORPORATION, a Nevada corporation  	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Christopher
              S. Hardesty	 
	 	 	Name:  Christopher
              S. Hardesty	 
	 	 	Title:
              Secretary & Treasurer	 
	 	 	 	 


    

     

    
      	 	 	 
	 	PANNONIAN
              INTERNATIONAL, LTD., a Colorado corporation  	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
              Cecil D. Gritz	 
	 	 	Name: 
              Cecil D. Gritz	 
	 	 	Title: 
              COO	 
	 	 	 	 


    

     

    
      	 	AGENT:	 
	 	 	 	 
	 	PROMETHEAN
              ASSET MANAGEMENT L.L.C. in its capacity as agent for all
              Lenders  	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ James
              F. O'Brien	 
	 	 	Name:
              James F. O'Brien	 
	 	 	Title: 
              Managing Member	 
	 	 	 	 


    

     

    
      	 	LENDERS:	 
	 	 	 	 
	 	HFTP
              INVESTMENTS, LLC  	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ James
              F. O'Brien	 
	 	 	Name: 
              James F. O'Brien	 
	 	 	Title: 
              Managing Member	 
	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	PROMETHEAN
              II MASTER, L.P.	 
	 	By:	Promethean
              Asset Management L.L.C. 	 
	 	Its: 	Investment
              Manager 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ James
              F. O'Brien	 
	 	 	Name: 
              James F. O'Brien	 
	 	 	Title: 
              Managing Member	 
	 	 	 	 


    

     

    
       

      
        	 	PROMETHEAN
                I MASTER, LTD.	 
	 	By:	Promethean
                Asset Management L.L.C. 	 
	 	Its: 	Investment
                Manager 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	
                /s/ James
                  F. O'Brien

              	 
	 	 	Name: 
                James F. O'Brien	 
	 	 	Title:
                Managing Member	 
	 	 	 	 


      

       

       

      
        	 	CAERUS
                PARTNERS LLC	 
	 	By:	Promethean
                Asset Management L.L.C. 	 
	 	Its: 	Investment
                Manager 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 
                James F. O'Brien	 
	 	 	Name: 
                James F. O'Brien	 
	 	 	Title: 
                Managing Member	 
	 	 	 	 


      

       

       

      
        	 	AG
                OFFSHORE CONVERTIBLES, LTD.	 
	 	By:	Promethean
                Asset Management L.L.C. 	 
	 	Its: 	Investment
                Manager 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Michael
                L. Gordon	 
	 	 	Name: 
                Michael L. Gordon	 
	 	 	Title: 
                Chief Operating Officer	 
	 	 	 	 


      

       



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
         

        
          	 	LEONARDO,
                  L.P.	 
	 	By:	Leonardo
                  Capital Management, Inc. 	 
	 	Its: 	General
                  Partner	 
	 	By: 	Angelo,
                  Gordon & Co., L.P. 	 
	 	Its:
                   	Director 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ Michael
                  L. Gordon	 
	 	 	Name: 
                  Michael L. Gordon	 
	 	 	Title: 
                  Chief Operating Officer	 
	 	 	 	 


        

      

    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    NOTICE
      ADDRESS FOR LENDERS

    


    
      	
               

              Buyer’s
                Name

            	
               

              Buyer
                Address

              and
                Facsimile Number

            	
               

              Investor’s
                Legal Representative’s

              Address
                and Facsimile Number

            
	 	 	 
	
               

              HFTP
                Investments LLC

            	
               

              c/oPromethean
                Asset Management L.L.C.

              55
                Fifth Avenue

               17th
                Floor

              New
                York, New York 10003

              Attention:
                James F. O’Brien

              Telephone:
                (212) 702-5200

              Facsimile:
                (212) 758-9334

              Residence:
                Delaware

            	
               

              Katten
                Muchin Rosenman LLP

              525
                W. Monroe Street

              Chicago,
                Illinois 60661-3693

              Attention:
                Mark D. Wood, Esq.

              Telephone:
                (312) 902-5200

              Facsimile:
                (312) 902-1061

            
	
               

              Promethean
                II Master, L.P.

            	
               

              c/oPromethean
                Asset Management L.L.C.

              55
                Fifth Avenue

               17th
                Floor

              New
                York, New York 10003

              Attention:
                James F. O’Brien

              Telephone:
                (212) 702-5200

              Facsimile:
                (212) 758-9334

              Residence:
                Cayman Islands

            	
               

              Katten
                Muchin Rosenman LLP

              525
                W. Monroe Street

              Chicago,
                Illinois 60661-3693

              Attention:
                Mark D. Wood, Esq.

              Telephone:
                (312) 902-5200

              Facsimile:
                (312) 902-1061

            
	
               

              Promethean
                I Master Ltd.

            	
               

              c/oPromethean
                Asset Management L.L.C.

              55
                Fifth Avenue

               17th
                Floor

              New
                York, New York 10003

              Attention:
                James F. O’Brien

              Telephone:
                (212) 702-5200

              Facsimile:
                (212) 758-9334

              Residence:
                Cayman Islands

            	
               

              Katten
                Muchin Rosenman LLP

              525
                W. Monroe Street

              Chicago,
                Illinois 60661-3693

              Attention:
                Mark D. Wood, Esq.

              Telephone:
                (312) 902-5200

              Facsimile:
                (312) 902-1061

            
	
               

              Caerus
                Partners LLC

            	
               

              c/oPromethean
                Asset Management L.L.C.

              55
                Fifth Avenue

              17th
                Floor

              New
                York, New York 10003

              Attention:
                James F. O’Brien

              Telephone:
                (212) 702-5200

              Facsimile:
                (212) 758-9334

              Residence:
                Delaware

            	
               

              Katten
                Muchin Rosenman LLP

              525
                W. Monroe Street

              Chicago,
                Illinois 60661-3693

              Attention:
                Mark D. Wood, Esq.

              Telephone:
                (312) 902-5200

              Facsimile:
                (312) 902-1061

            
	
               

              AG
                Offshore Convertibles, Ltd.

            	
               

              c/o
                Angelo, Gordon & Co.

              245
                Park Avenue

              New
                York, New York 10167

              Attention:  Gary
                I. Wolf

              Telephone:
                (212) 692-2058

              Facsimile:  (212)
                867-6449

              Residence:  Cayman
                Islands

            	
               

              Paul,
                Weiss, Rifkind, Wharton & Garrison LLP

              1285
                Avenue of the Americas

              New
                York, New York 10019-6064

              Attention:  Douglas
                A. Cifu, Esq.

              Telephone:
                (212) 373-3000

              Facsimile:   (212)  759-3990

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               Buyer's
                Name

            	
              Buyer
                Address

              and
                Facsimile Number

            	
              Investor's
                Legal Representative's

              Address
                and Facsimile Number 

            
	
               

              Leonardo,
                L.P.

            	
               

              c/o
                Angelo, Gordon & Co.

              245
                Park Avenue

              New
                York, New York 10167

              Attention:  Gary
                I. Wolf

              Telephone:
                (212) 692-2058

              Facsimile:  (212)
                867-6449

              Residence:  Cayman
                Islands

            	
               

              Paul,
                Weiss, Rifkind, Wharton & Garrison LLP

              1285
                Avenue of the Americas

              New
                York, New York 10019-6064

              Attention:  Douglas
                A. Cifu, Esq.

              Telephone:
                (212) 373-3000

              Facsimile:   (212)  759-3990