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Exhibit 2.5
PROMISSORY NOTE
(U.S. Dollars)
U.S. $_______________ _____________, 199_
FOR VALUE RECEIVED, SEAGULL ENERGY CANADA LTD. (the
"Borrower"), a corporation organized under the laws of the Province of Alberta,
Canada, hereby promises to pay to _______________________________________ (the
"Bank"), or order, at the principal office of The Bank of Nova Scotia,
International Banking Division-Loan Accounting, 14th Floor, 44 King Street
West, Toronto, Ontario, Canada M5H 1H1, Attention: Assistant Manager, the
principal sum of ______________ UNITED STATES DOLLARS (U.S. $_______________)
(or such lesser amount as shall equal the outstanding principal balance
hereof), in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the
Credit Agreement referred to below, and to pay interest on the unpaid
principal amount of each Loan denominated in U.S. Dollars made by the Bank
to the Borrower under the Credit Agreement, at such office, in like money
and funds, for the period commencing on the date of such Loan until such
Loan shall be paid in full, at the rates per annum and on the dates provided
in the Credit Agreement.
In addition to and cumulative of any payment required
to be made against this Note pursuant to the Credit Agreement, this Note,
including all principal then unpaid and accrued interest then unpaid, shall be
due and payable on December 31, 1999, its final maturity. All payments shall
be applied first to principal and the balance to accrued interest, except as
otherwise expressly provided in the Credit Agreement.
SIGNED FOR IDENTIFICATION:
SEAGULL ENERGY CANADA LTD.
By: ______________________
Name: ____________________
Title: ___________________
EXHIBIT C-1
to
Credit Agreement
Page 1
2
This Note is one of the Notes referred to in the Credit
Agreement (as restated, amended, modified and supplemented and in effect from
time to time, the "Credit Agreement") dated as of December 30, 1993, among the
Borrower, certain signatory banks named therein, Chemical Bank of Canada, as
Arranger and as Administrative Agent, The Bank of Nova Scotia, as Paying Agent
and as Co-Agent, and Canadian Imperial Bank of Commerce, as Co-Agent, and
evidences the Loans denominated in U.S. Dollars made by the Bank thereunder.
This Note shall be governed by the Credit Agreement. Capitalized terms used in
this Note and not defined in this Note, but which are defined in the Credit
Agreement, have the respective meanings herein as are assigned to them in the
Credit Agreement.
The Bank is hereby authorized by the Borrower to
endorse on Schedule A (or a continuation thereof) attached to this Note, the
amount and date of each Loan denominated in U.S. Dollars made by the Bank to
the Borrower under the Credit Agreement, and the amount and date of each
payment or prepayment of principal of such Loan received by the Bank, provided
that any failure by the Bank to make any such endorsement shall not affect the
obligations of the Borrower under the Credit Agreement or under this Note in
respect of such Loans.
Except only for any notices which are specifically
required by the Credit Agreement or the other Loan Documents, the Borrower and
any and all co-makers, endorsers, guarantors and sureties severally waive
notice (including, but not limited to, notice of intent to accelerate and
notice of acceleration, notice of protest and notice of dishonor), demand,
presentment for payment, protest, diligence in collecting and the filing of
suit for the purpose of fixing liability and consent that the time of payment
hereof may be extended and re-extended from time to time without notice to any
of them. Each such person agrees that his, her or its liability on or with
respect to this Note shall not be affected by any release of or change in any
guaranty or security at any time existing or by any failure to perfect or
maintain perfection of any lien against or security interest in any such
security or the partial or complete enforceability of any guaranty
SIGNED FOR IDENTIFICATION:
SEAGULL ENERGY CANADA LTD.
By: ______________________
Name: ____________________
Title: ___________________
EXHIBIT C-1
to
Credit Agreement
Page 2
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or other surety obligation, in each case in whole or in part, with or
without notice and before or after maturity.
The Credit Agreement provides for the acceleration of the maturity
of this Note upon the occurrence of certain events and for prepayment
of Loans upon the terms and conditions specified therein.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE PROVINCE OF ALBERTA, CANADA AND OF CANADA FROM TIME TO TIME IN
EFFECT.
SEAGULL ENERGY CANADA LTD.
By: ______________________
Name: ____________________
Title: ___________________
EXHIBIT C-1
to
Credit Agreement
Page 3
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SCHEDULE A
This Note evidences Loans denominated in U.S. Dollars made by the Bank under
the within-described Credit Agreement to the Borrower, in the principal amounts
set forth below, which Loans are of the Type and for the Interest Periods and
were made on the dates set forth below, subject to the payments of principal
set forth below:
Interest
Principal Period/ Date of Amount Balance
Date Amount of Maturity Payment or Paid or Out-
Made Loan Type Date Prepayment Prepaid standing
---- --------- ---- -------- ---------- ------- --------
EXHIBIT C-1
to
Credit Agreement
Page 4