Common use of Oral Agreements Clause in Contracts

Oral Agreements. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — Form of Guaranty Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTOR: [MARINER LP LLC] [MARINER ENERGY TEXAS LP] By: Name: Title: Address of Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent By: Name: Title: ]4 4 Only necessary for Amended and Restated Guaranty. Exhibit C — Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state of its organization is Delaware, and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, Hxxxxxx, Xxxxx 00000, (000) 000-0000, contains after-acquired property provisions and covers future advances and proceeds to the fullest extent allowed by applicable law.

Oral Agreements. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S 'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — – Form of Guaranty -14- Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORGUARANTORS: [MARINER LP LLC] [MARINER ENERGY TEXAS LP] CARBO CERAMICS INC. By: Name: Title: Address of Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent ASSET GUARD PRODUCTS INC. CARBO CERAMICS INC. By: Name: Title: ]4 4 Only necessary for Amended and Restated GuarantySTRATAGEN, INC. By: Name: Title: Exhibit C — – Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON-15- Annex 1 to the Guaranty Agreement SUPPLEMENT dated as of ______________(the “Supplement”), YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for to the benefit Guaranty Agreement dated as of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust 2020 (as a financing statementamended, restated, amended and restated, supplemented and/or modified from time to time, the mailing address “Guaranty Agreement”), among CARBO Ceramics Inc. (the “Borrower”), each Material Domestic Subsidiary of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020Borrower party thereto from time to time (collectively with the Borrower, the state “Guarantors” and individually, a “Guarantor”), in favor of its organization is DelawareXXXXX BROTHERS, LLC, as Secured Party (as defined in the Credit Agreement), and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, Hxxxxxx, Xxxxx 00000, (000) 000-0000, contains after-acquired property provisions and covers future advances and proceeds other Secured Parties from time to the fullest extent allowed by applicable lawtime.

Oral Agreements. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. Exhibit C – Form of Guaranty Agreement THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — – Form of Guaranty Agreement Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORGUARANTORS: [MARINER LP LLC] [MARINER ENERGY TEXAS LP] CARBO CERAMICS INC. By: Name: Title: Address of Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIAFALCON TECHNOLOGIES AND SERVICES, N.A., as Administrative Agent INC. By: Name: Title: ]4 4 Only necessary for Amended and Restated GuarantySTRATAGEN, INC. By: Name: Title: Exhibit C — – Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSONAgreement Annex 1 to the Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUSTto the Guaranty Agreement dated as of April 27, SECURITY AGREEMENT2016 (as amended, FINANCING STATEMENTsupplemented or otherwise modified from time to time, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE the “Guaranty Agreement”), among CARBO Ceramics Inc. (INCLUDING OIL AND GASthe “Borrower”), each Material Domestic Subsidiary of Borrower party thereto (individually, a “Guarantor” and collectively, the “Guarantors”) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORDand XXXXX FARGO BANK, AMONG OTHER PLACESNATIONAL ASSOCIATION, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] as Administrative Agent (Mortgagor, Debtor and Grantorthe “Administrative Agent”) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., as the Administrative Agent and Issuing Lender the Lenders (Mortgageeas defined below, together with the Administrative Agent, each a “Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state of its organization is Delaware, and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, Hxxxxxx, Xxxxx 00000, (000) 000-0000, contains after-acquired property provisions and covers future advances and proceeds to the fullest extent allowed by applicable lawParty”)).

Oral Agreements. PURSUANT The following notice is given to comply with §432.045 and §432.047 of the Revised Missouri Statutes: ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO SECTION 26.02 LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE, REGARDLESS OF THE TEXAS BUSINESS LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THIS DEED OF TRUST AND COMMERCE CODETHE OTHER LOAN DOCUMENTS. TO PROTECT YOU (GRANTOR) AND US (BENEFICIARY) FROM MISUNDERSTANDING OR DISAPPOINTMENT, AN AGREEMENT ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS, WHICH ARE THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT IS BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVEMODIFY IT. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYThe recitals to this document are incorporated herein by reference. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — Form of Guaranty Guarantor has caused this Guaranty to be duly executed EXECUTED as of the date first above written. GUARANTOR Grantor: [MARINER LP LLC] [MARINER ENERGY TEXAS LP] XXXXXXXXXXX’X VINEGAR COMPANY,  INC., a Delaware corporation    By: /s/ Xxxxx Xxxxxx  Name: Xxxxx Xxxxxx  Title: Address Executive Vice President &  Assistant Secretary    ACKNOWLEDGEMENT  STATE OF Nebraska )  ) COUNTY OF Xxxxxxx )   On this 19th day of Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIADecember , N.A.2016, as Administrative Agent By: Name: Title: ]4 4 Only necessary for Amended before me a Notary Public personally appeared Xxxxx Xxxxxx, to me personally known, who, being by me duly sworn did say that s/he is the Executive Vice President & Assistant Secretary of Xxxxxxxxxxx’x Vinegar Company, Inc., a Delaware corporation, and Restated Guaranty. Exhibit C — Form that in behalf of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state said corporation by authority of its organization is Delawareboard of directors, and its organizational number is [2014213][___]; said officer acknowledged said instrument to be the mailing address free act and deed of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201said corporation and that the corporation has no seal. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, Hxxxxxx, Xxxxx 00000, (000) 000-0000, contains after-acquired property provisions and covers future advances and proceeds to the fullest extent allowed by applicable law.

Oral Agreements. PURSUANT The following notice is provided pursuant to Section 432.047 of the Missouri Revised Statutes: ORAL AGREEMENTS OR COMMITMENTS TO SECTION 26.02 LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE TEXAS BUSINESS LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND COMMERCE CODEUS (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, AN AGREEMENT ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT IS BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING AND SIGNED TO MODIFY IT. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVEPARTIES. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG BETWEEN THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — Form of Guaranty Guarantor has caused this Guaranty to be duly executed EXECUTED and DELIVERED under seal as of the date first above writtenset forth above. GUARANTORBorrower’s Address for Notices: [MARINER LP BORROWER: Chase Park Plaza Hotel, LLC CHASE PARK PLAZA HOTEL, LLC] [MARINER ENERGY TEXAS LP] By: Name: Title: Address of Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent By: Name: Title: ]4 4 Only necessary for Amended and Restated Guaranty. Exhibit C — Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state of its organization is Delaware, and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, HxxxxxxDelaware 00000 Xxxxxx Xxxxxxx, Xxxxx 00000000 limited liability company Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-00000000 By: Behringer Harvard Opportunity OP I, contains afterLP, a Telecopier: (000) 000-acquired property provisions 0000 Texas limited partnership, its authorized member With a copy to: By: BHO, Inc., a Delaware corporation, its general partner Kingsdell L.P. 000 X. Xxxxxxxxxxxx Xxxx. By: /s/ Xxxxxx X. Xxxxxxx, III Suite 1023 Name: Xxxxxx X. Xxxxxxx, III Xx. Xxxxx, XX 00000 Title: Executive Vice President - Attention: Xxxxx X. Xxxxx Corporate Development & Telephone: (000) 000-0000 Legal and covers future advances Secretary Telecopier: (000) 000-0000 CONSTRUCTION LOAN AGREEMENT - Signature Page ADMINISTRATIVE AGENT, L/C ISSUER and proceeds LENDER: BANK OF AMERICA, N.A., individually as Administrative Agent and L/C Issuer and Lender By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President SYNDICATION AGENT and LENDER: NATIONAL CITY BANK, individually, as Syndication Agent and Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President CONSTRUCTION LOAN AGREEMENT - Signature Page EXHIBIT “A” LEGAL DESCRIPTION OF HOTEL PROJECT Parcel 1 (Fee Simple): Xxxxx 0, 0, 0, 0X, 0, 0, 0, 0, 0 and 16 of Park Plaza Master Condominium, a Condominium in City Block 3882, according to the fullest extent allowed plat thereof recorded in Book 12082006 page 0379, including an un-divided interest in the common elements thereto belonging, all according to and more particularly described in the Master Declaration of Condominium Park Plaza Master Condominium dated December 1, 2006 and recorded December 8, 2006 in Book 12082006 page 0378 of the St. Louis City Records. Parcel 2 (Easement): Sub-surface easement more particularly described as follows: A portion of the public street rights-of-way known as Xxxxxxxxxxxx Xxxxxxxxx, 000 feet wide, and Xxxxxxxx Xxxxx, 00 feet wide, adjacent to Block 3882 of the City of St. Louis, Missouri, lying between horizontal planes at elevation 72.35 and 82.20 above 0.00 on the St. Louis City Datum and bounded by applicable lawvertical planes described as follows: Commencing at the intersection of the Northern line of Xxxxxxx Boulevard, 100 feet wide, with the Eastern line of Xxxxxxxxxxxx Xxxxxxxxx, 000 feet wide; thence along said Eastern line of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 233.89 feet to the point of beginning of the herein described tract of land; thence leaving said Xxxxxxx xxxxxx xxxx, xxx xxxxxxx Xxxxx 00 degrees 17 minutes 58 seconds West, 17.01 feet to a point; thence along a line parallel with the Eastern line of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 202.48 feet to a point; thence North 36 degrees 10 minutes 13 seconds East, 34.20 feet to a point; thence along a line parallel with the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 107.00 feet to a point; thence North 86 degrees 28 minutes 40 seconds East, 25.15 feet to a point; thence along a line parallel with the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 61.50 feet to a point; thence South 6 degrees 21 minutes 40 seconds East, 14.12 feet to a point on the Southern line of Maryland Plaza at the Northeast corner of property conveyed to Xxxxxxxxx by Deed recorded in Book 4189 page 404 of the St. Louis City records; thence along the Southern line of Maryland Plaza, North 88 degrees 57 minutes 40 seconds West, 200.00 feet to its intersection with the Eastern line of Kingshighway Boulevard, as aforementioned; thence along said Xxxxxxx xxxxxx xxxx, Xxxxx 0 degrees 21 minutes 40 seconds East, 216.87 feet to the point of beginning. Parcel 3 (Fee Simple): A tract of land in Block 3882 of the City of St. Louis, Missouri, beginning at the intersection of the Northern line of Xxxxxxx Boulevard, 100 feet wide, with the Eastern line of Kingshighway, 100 feet wide; thence along said Eastern line of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 247.83 feet to a point; thence leaving said street line and running the following; North 85 degrees 17 minutes 58 seconds East, 137.39 feet; South 4 degrees 42 minutes 25 seconds East, 8.16 feet and South 89 degrees 33 minutes 08 seconds East, 61.67 feet to a point; thence North 6 degrees 21 minutes 40 seconds West 1.98 feet to a point; thence South 89 degrees 00 minutes 00 seconds East 46.97 feet to a point; thence North 1 degree 02 minutes 20 seconds East 98.99 feet to a point; thence leaving said point and running along a line parallel with and 94.00 feet perpendicular distant South of the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East 252.68 feet to a point, said point being distant North 88 degrees 57 minutes 40 seconds West, 68.24 feet from the Western line of York Avenue, as measured along the last mentioned line and located on the direct Northward prolongation of the Eastern wall of a concrete parking garage; thence leaving said point and running along said prolongation, along the Eastern wall of said parking garage and along its direct Southward prolongation South 1 degree 06 minutes 00 seconds West, 139.23 feet to a point on the Northern line of property conveyed to “220 Television, Inc.”, by deed recorded in Book 154M page 1091 of the St. Louis City Records, said point being distant North 88 degrees 57 minutes 40 seconds West, 88.41 feet from the Western line of York Avenue, as measured along said Northern line; thence leaving the aforementioned point and running along the Northern line of “220 Television, Inc.”, North 88 degrees 57 minutes 40 seconds West, 18.06 feet to the Northwest corner thereof; thence along the Western line of said property, South 1 degree 02 minutes 20 seconds West, 25.63 feet to a point on the Northern wall of a one story, brick and concrete building; thence leaving said Western property line and running along said Northern wall line South 88 degrees 52 minutes 34 seconds East, 6.97 feet to the Northeast corner of said one story building and located on the Western wall of a two story brick and concrete block building; thence along the wall line of said one story building and said two story building, South 1 degree 06 minutes 59 seconds West, 24.32 feet to a point; thence leaving the Eastern wall of said one story building and running along the wall of said two story building the following: South 88 degrees 53 minutes 01 seconds East, 9.04 feet; South 0 degrees 55 minutes 46 seconds West, 50.77 feet; North 88 degrees 53 minutes 07 seconds West, 1.20 feet; South 0 degrees 55 minutes 46 seconds West, 1.36 feet and South 88 degrees 53 minutes 07 seconds East, 1.20 feet to a point; thence leaving said wall line and running South 1 degree 02 minutes 17 seconds West, 111.36 feet to a point on the Northern line of Xxxxxxx Boulevard, as aforementioned, said point being distant South 89 degrees 00 minutes 00 seconds East, 5.92 feet from the Southwest corner of property conveyed to “220 Television Inc.”, as measured along the Northern line of Xxxxxxx Boulevard; thence leaving said point and running along the Northern line of said Xxxxxxx Xxxxxxxxx Xxxxx 00 degrees 00 minutes 00 seconds West, 464.53 feet to the point of beginning. Parcel 4 (Fee Simple): A tract of land being part of Block 3882 of the City of St. Louis, Missouri, and described as follows: Commencing at the intersection of the Eastern line of Xxxxxxxxxxxx Xxxxxxxxx, 000 feet wide, with the Southern line of Xxxxxxxx Xxxxx, 00 feet wide; thence along said Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 200.00 feet to a point, said point being the Northeast corner of property conveyed to Xxxxxxxxx by deed recorded in Book 4189 page 404 of the St. Louis City records; thence leaving said street line and running along a line parallel with the Eastern line of Kingshighway Boulevard and being the Eastern line of said Xxxxxxxxx property South 6 degrees 21 minutes 40 seconds East, 94.79 feet to a point of beginning of the herein described tract of land; thence leaving said point and running along a line parallel with and 94.00 feet perpendicular distance South of the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 59.83 feet to a point; thence leaving said point and running South 1 degrees 02 minutes 20 seconds West, 98.99 feet to a point; thence leaving said point and running along a line parallel with the Northern line of Xxxxxxx Boulevard, 100 feet wide, North 89 degrees 00 minutes 00 seconds West, 46.97 feet to a point on the Eastern line of Xxxxxxxxx as aforementioned; thence along said Eastern line of North 6 degrees 21 minutes 40 seconds West, 99.85 feet to the point of beginning. Parcel 5 (Easement): Easement for the benefit of Parcels No. 1, 3, and 4 herein described for the purpose of vehicular and pedestrian access, ingress and egress, according to Easement Agreement and Parking Space Lease dated July 31, 1998, by and between X.X. Xxxxxxxxx Corporation, and Kingsdell L.P., recorded October 22, 1998 in Book 1444M page 1253 over the area described therein as follows: A tract of land in Block 3882 of the City of St. Louis, Missouri, and described as follows: Beginning at a point in the South line of Maryland Avenue distant 200 feet 0 inches East of the intersection of said South line with the East line of Kingshighway Boulevard; thence Southwardly parallel with Kingshighway Boulevard and along the East line of property conveyed to Xxxxxx X. Xxxxxxxxx by deed recorded in Book 4189 page 404, 94 feet 9-1/2 inches to a point distant 94 feet 0 inches South of the South line of Maryland Avenue; thence Eastwardly parallel with Maryland Avenue and along the North line of property conveyed to Xxxxxx Imbolden by deed recorded in Book 6227 page 294, 62 feet 0-3/8 inches to a point; thence Northwardly perpendicular with Maryland Avenue, 39 feet 0 inches to a point; thence Westwardly parallel with Maryland Avenue, 25 feet 6 inches to a point; thence Northwardly perpendicular with Maryland Avenue, 55 feet 0 inches to a point in the South line of Maryland Avenue, 48 feet 9 inches to the point of beginning.

Oral Agreements. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — Form of Guaranty Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORGUARANTORS: [MARINER LP LLC] [MARINER TELEDRIFT COMPANY FLOTEK PAYMASTER, INC. MATERIAL TRANSLOGISTICS, INC. PETROVALVE, INC. TURBECO, INC. USA PETROVALVE SOONER ENERGY TEXAS LP] SERVICES, INC. CAVO DRILLING MOTORS, LTD. CO. SES HOLDINGS, INC. CESI CHEMICAL, INC. PADKO INTERNATIONAL, INC. Each By: Name/s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Chief Financial Officer BORROWER FOR PURPOSES OF SECTION 6.(b) FLOTEK INDUSTRIES, INC. By: Title: Address /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Chief Financial Officer Annex 1 to the Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of March 31, 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among Flotek Industries, Inc., a Delaware corporation (the “Borrower”), each subsidiary of Borrower party thereto (individually, a “Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA” and collectively, the “ Guarantors”) and XXXXX FARGO BANK, N.A., as Administrative Agent By: Name: Title: ]4 4 Only necessary for Amended and Restated Guaranty. Exhibit C — Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GASthe “Administrative Agent”) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., the Beneficiaries (as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, defined in the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state of its organization is Delaware, and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, Hxxxxxx, Xxxxx 00000, (000) 000-0000, contains after-acquired property provisions and covers future advances and proceeds to the fullest extent allowed by applicable lawGuaranty Agreement).

Oral Agreements. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — Form of Guaranty Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORGUARANTORS: [MARINER LP LLC[ ] [MARINER ENERGY TEXAS LPBy: By: Name: Title: [ ] By: Name: Title: Address [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: By: Name: Title: [ ] By: Name: Title: BORROWER FOR PURPOSES OF SECTION 6.(b) FLOTEK INDUSTRIES, INC. By: Name: Title: Annex 1 to the Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of March 31, 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among Flotek Industries, Inc., a Delaware corporation (the “Borrower”), each subsidiary of Borrower party thereto (individually, a “Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA” and collectively, the “Guarantors”) and XXXXX FARGO BANK, N.A., as Administrative Agent By: Name: Title: ]4 4 Only necessary for Amended and Restated Guaranty. Exhibit C — Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GASthe “Administrative Agent”) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., the Beneficiaries (as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, defined in the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state of its organization is Delaware, and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, Hxxxxxx, Xxxxx 00000, (000) 000-0000, contains after-acquired property provisions and covers future advances and proceeds to the fullest extent allowed by applicable lawGuaranty Agreement).

Oral Agreements. PURSUANT The following notice is provided pursuant to Section 432.047 of the Missouri Revised Statutes: ORAL AGREEMENTS OR COMMITMENTS TO SECTION 26.02 LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE TEXAS BUSINESS LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND COMMERCE CODEUS (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, AN AGREEMENT ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT IS BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING AND SIGNED TO MODIFY IT. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVEPARTIES. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG BETWEEN THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C — Form of Guaranty Guarantor has caused this Guaranty to be duly executed CONSTRUCTION LOAN AGREEMENT - Page 66 EXECUTED and DELIVERED under seal as of the date first above writtenset forth above. GUARANTORBorrower’s Address for Notices: [MARINER LP LLC] [MARINER ENERGY TEXAS LP] ByBORROWER: Name: Title: Address of Guarantor: [ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIAThe Private Residences, N.A., as Administrative Agent By: Name: Title: ]4 4 Only necessary for Amended and Restated Guaranty. Exhibit C — Form of Guaranty EXHIBIT D TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. [AMENDED AND RESTATED] DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST FROM [MARINER ENERGY, INC.] [MARINER ENERGY RESOURCES, INC.] (Mortgagor, Debtor and Grantor) TO Dxxxxx Xxxxxxxxx, Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and Issuing Lender (Mortgagee, Secured Party and Grantee) March [___], 2006 Exhibit D — Form of Mortage For purposes of filing this Deed of Trust as a financing statement, the mailing address of Mortgagor is One BriarLake Plaza, Suite 2000, 2000 Xxxx Xxx Xxxxxxx Parkway South, Houston, Texas 77042-3020, the state of its organization is Delaware, and its organizational number is [2014213][___]; the mailing address of Mortgagee is Lincoln Plaza, 500 X. Xxxxx Street, Suite 4200, Dallas, Texas 75201. *********************************** This instrument, prepared by Mxxxxx Xxxxx, Bracewell & Gxxxxxxx LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2900, HxxxxxxLLC 00000 Xxxxxx Xxxxxxx, Xxxxx 00000000 Xxxxxxx, Xxxxx 00000 THE PRIVATE RESIDENCES, LLC, a Delaware limited liability company Telephone: (000) 000-00000000 Telecopier: (000) 000-0000 By: Behringer Harvard Private Residences, contains afterInc., a Delaware corporation, its authorized member With a copy to: By: /s/ Xxxxxx X. Xxxxxxx, III Name: Xxxxxx X. Xxxxxxx, III Kingsdell L.P. 000 X. Xxxxxxxxxxxx Xxxx. Xxxxx 0000 Xx. Xxxxx, XX 00000 Attention: Xxxxx X. Xxxxx Telephone: (000) 000-acquired property provisions 0000 Telecopier: (000) 000-0000 Title: Executive Vice President - Corporate Development & Legal and covers future advances Secretary CONSTRUCTION LOAN AGREEMENT - Signature Page ADMINISTRATIVE AGENT, L/C ISSUER and proceeds LENDER: BANK OF AMERICA, N.A., individually as Administrative Agent and L/C Issuer and Lender By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President SYNDICATION AGENT and LENDER: NATIONAL CITY BANK, individually, as Syndication Agent and Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President CONSTRUCTION LOAN AGREEMENT - Signature Page EXHIBIT “A” LEGAL DESCRIPTION OF HOTEL PROJECT Parcel 1 (Fee Simple): Xxxxx 0, 0, 0, 0X, 0, 0, 0, 0, 0 and 16 of Park Plaza Master Condominium, a Condominium in City Block 3882, according to the fullest extent allowed plat thereof recorded in Book 12082006 page 0379, including an un-divided interest in the common elements thereto belonging, all according to and more particularly described in the Master Declaration of Condominium Park Plaza Master Condominium dated December 1, 2006 and recorded December 8, 2006 in Book 12082006 page 0378 of the St. Louis City Records. Parcel 2 (Easement): Sub-surface easement more particularly described as follows: A portion of the public street rights-of-way known as Xxxxxxxxxxxx Xxxxxxxxx, 000 feet wide, and Xxxxxxxx Xxxxx, 00 feet wide, adjacent to Block 3882 of the City of St. Louis, Missouri, lying between horizontal planes at elevation 72.35 and 82.20 above 0.00 on the St. Louis City Datum and bounded by applicable lawvertical planes described as follows: Commencing at the intersection of the Northern line of Xxxxxxx Boulevard, 100 feet wide, with the Eastern line of Xxxxxxxxxxxx Xxxxxxxxx, 000 feet wide; thence along said Eastern line of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 233.89 feet to the point of beginning of the herein described tract of land; thence leaving said Xxxxxxx xxxxxx xxxx, xxx xxxxxxx Xxxxx 00 degrees 17 minutes 58 seconds West, 17.01 feet to a point; thence along a line parallel with the Eastern line of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 202.48 feet to a point; thence North 36 degrees 10 minutes 13 seconds East, 34.20 feet to a point; thence along a line parallel with the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 107.00 feet to a point; thence North 86 degrees 28 minutes 40 seconds East, 25.15 feet to a point; thence along a line parallel with the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 61.50 feet to a point; thence South 6 degrees 21 minutes 40 seconds East, 14.12 feet to a point on the Southern line of Maryland Plaza at the Northeast corner of property conveyed to Xxxxxxxxx by Deed recorded in Book 4189 page 404 of the St. Louis City records; thence along the Southern line of Maryland Plaza, North 88 degrees 57 minutes 40 seconds West, 200.00 feet to its intersection with the Eastern line of Kingshighway Boulevard, as aforementioned; thence along said Xxxxxxx xxxxxx xxxx, Xxxxx 0 degrees 21 minutes 40 seconds East, 216.87 feet to the point of beginning. Parcel 3 (Fee Simple): A tract of land in Block 3882 of the City of St. Louis, Missouri, beginning at the intersection of the Northern line of Xxxxxxx Boulevard, 100 feet wide, with the Eastern line of Kingshighway, 100 feet wide; thence along said Eastern line of Kingshighway Boulevard, North 6 degrees 21 minutes 40 seconds West, 247.83 feet to a point; thence leaving said street line and running the following; North 85 degrees 17 minutes 58 seconds East, 137.39 feet; South 4 degrees 42 minutes 25 seconds East, 8.16 feet and South 89 degrees 33 minutes 08 seconds East, 61.67 feet to a point; thence North 6 degrees 21 minutes 40 seconds West 1.98 feet to a point; thence South 89 degrees 00 minutes 00 seconds East 46.97 feet to a point; thence North 1 degree 02 minutes 20 seconds East 98.99 feet to a point; thence leaving said point and running along a line parallel with and 94.00 feet perpendicular distant South of the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East 252.68 feet to a point, said point being distant North 88 degrees 57 minutes 40 seconds West, 68.24 feet from the Western line of York Avenue, as measured along the last mentioned line and located on the direct Northward prolongation of the Eastern wall of a concrete parking garage; thence leaving said point and running along said prolongation, along the Eastern wall of said parking garage and along its direct Southward prolongation South 1 degree 06 minutes 00 seconds West, 139.23 feet to a point on the Northern line of property conveyed to “220 Television, Inc.”, by deed recorded in Book 154M page 1091 of the St. Louis City Records, said point being distant North 88 degrees 57 minutes 40 seconds West, 88.41 feet from the Western line of York Avenue, as measured along said Northern line; thence leaving the aforementioned point and running along the Northern line of “220 Television, Inc.”, North 88 degrees 57 minutes 40 seconds West, 18.06 feet to the Northwest corner thereof; thence along the Western line of said property, South 1 degree 02 minutes 20 seconds West, 25.63 feet to a point on the Northern wall of a one story, brick and concrete building; thence leaving said Western property line and running along said Northern wall line South 88 degrees 52 minutes 34 seconds East, 6.97 feet to the Northeast corner of said one story building and located on the Western wall of a two story brick and concrete block building; thence along the wall line of said one story building and said two story building, South 1 degree 06 minutes 59 seconds West, 24.32 feet to a point; thence leaving the Eastern wall of said one story building and running along the wall of said two story building the following: South 88 degrees 53 minutes 01 seconds East, 9.04 feet; South 0 degrees 55 minutes 46 seconds West, 50.77 feet; North 88 degrees 53 minutes 07 seconds West, 1.20 feet; South 0 degrees 55 minutes 46 seconds West, 1.36 feet and South 88 degrees 53 minutes 07 seconds East, 1.20 feet to a point; thence leaving said wall line and running South 1 degree 02 minutes 17 seconds West, 111.36 feet to a point on the Northern line of Xxxxxxx Boulevard, as aforementioned, said point being distant South 89 degrees 00 minutes 00 seconds East, 5.92 feet from the Southwest corner of property conveyed to “220 Television Inc.”, as measured along the Northern line of Xxxxxxx Boulevard; thence leaving said point and running along the Northern line of said Xxxxxxx Xxxxxxxxx Xxxxx 00 degrees 00 minutes 00 seconds West, 464.53 feet to the point of beginning. Parcel 4 (Fee Simple): A tract of land being part of Block 3882 of the City of St. Louis, Missouri, and described as follows: Commencing at the intersection of the Eastern line of Xxxxxxxxxxxx Xxxxxxxxx, 000 feet wide, with the Southern line of Xxxxxxxx Xxxxx, 00 feet wide; thence along said Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 200.00 feet to a point, said point being the Northeast corner of property conveyed to Xxxxxxxxx by deed recorded in Book 4189 page 404 of the St. Louis City records; thence leaving said street line and running along a line parallel with the Eastern line of Kingshighway Boulevard and being the Eastern line of said Xxxxxxxxx property South 6 degrees 21 minutes 40 seconds East, 94.79 feet to a point of beginning of the herein described tract of land; thence leaving said point and running along a line parallel with and 94.00 feet perpendicular distance South of the Southern line of Maryland Plaza, South 88 degrees 57 minutes 40 seconds East, 59.83 feet to a point; thence leaving said point and running South 1 degrees 02 minutes 20 seconds West, 98.99 feet to a point; thence leaving said point and running along a line parallel with the Northern line of Xxxxxxx Boulevard, 100 feet wide, North 89 degrees 00 minutes 00 seconds West, 46.97 feet to a point on the Eastern line of Xxxxxxxxx as aforementioned; thence along said Eastern line of North 6 degrees 21 minutes 40 seconds West, 99.85 feet to the point of beginning. Parcel 5 (Easement): Easement for the benefit of Parcels No. 1, 3, and 4 herein described for the purpose of vehicular and pedestrian access, ingress and egress, according to Easement Agreement and Parking Space Lease dated July 31, 1998, by and between X.X. Xxxxxxxxx Corporation, and Kingsdell L.P., recorded October 22, 1998 in Book 1444M page 1253 over the area described therein as follows: A tract of land in Block 3882 of the City of St. Louis, Missouri, and described as follows: Beginning at a point in the South line of Maryland Avenue distant 200 feet 0 inches East of the intersection of said South line with the East line of Kingshighway Boulevard; thence Southwardly parallel with Kingshighway Boulevard and along the East line of property conveyed to Xxxxxx X. Xxxxxxxxx by deed recorded in Book 4189 page 404, 94 feet 9-1/2 inches to a point distant 94 feet 0 inches South of the South line of Maryland Avenue; thence Eastwardly parallel with Maryland Avenue and along the North line of property conveyed to Xxxxxx Imbolden by deed recorded in Book 6227 page 294, 62 feet 0-3/8 inches to a point; thence Northwardly perpendicular with Maryland Avenue, 39 feet 0 inches to a point; thence Westwardly parallel with Maryland Avenue, 25 feet 6 inches to a point; thence Northwardly perpendicular with Maryland Avenue, 55 feet 0 inches to a point in the South line of Maryland Avenue, 48 feet 9 inches to the point of beginning.