AMENDMENT TO CORPORATE GUARANTY
AMENDMENT
TO
This
Amendment to Corporate Guaranty (the “Subsidiary Amendment”) is made and entered
into on July 3, 2008, by and between ▇▇▇▇▇▇▇ ▇▇▇▇ Drilling, Inc. (the
“Guarantor”) and HD Special-Situations, LP (the “Lender”).
A.
the
Guarantor and the Lender have previously entered into a Subsidiary Guaranty
dated May 20, 2008 (the “Guaranty”), in connection with an aggregate of
$1,500,000 in loans from the Lender to Knight Energy Corp. (the “Debtor”).
B.
Pursuant to Section 3(c) of the Guaranty, the Guarantor and the Lender now
desire to amend the Guaranty as set forth herein in order for it to also apply
to an additional $2,500,000 which is being loaned by the Lender to the Debtor
concurrently herewith.
NOW,
THEREFORE, in consideration of their respective promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged by the parties, the parties hereby agree as follows:
1. Amendment
to Recital A.
Recital
A of the Guaranty is hereby deleted in its entirety and replaced with the
following:
“A.
The
Lender has advanced an aggregate of $4,000,000 (the “Loan”) to Knight Energy
Corp. (the “Debtor”), to be repaid pursuant to four of the Debtor’s 15% Senior
Secured Promissory Notes (individually, a “Note;” collectively, the “Notes”).”
2. Amended
Reference to Certain Documents. All
references in the Guaranty to “Security Agreement,” “Guaranty” and “Deed of
Trust, Security Agreement, Assignment of Production and Financing Statement”
shall include all amendments to those documents.
3. Ratification
of Remaining Terms.
Except
as expressly set forth in this Amendment, all of the terms and provisions of
the
Guaranty shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Subsidiary Amendment to
be
duly executed by their respective authorized persons on the date first written
above.
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▇▇▇▇ DRILLING, INC.
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By:
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Title:
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By:
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Title:
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HD
SPECIAL-SITUATIONS, LP
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By:
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Title:
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