0001062993-08-003433 Sample Contracts

SECURITY AGREEMENT (All Assets)
Security Agreement • August 4th, 2008 • Doral Energy Corp. • Crude petroleum & natural gas • Texas

THIS SECURITY AGREEMENT (this “Security Agreement”), is made and entered into as of July 29, 2008, by DORAL ENERGY CORP., a Nevada corporation (“Debtor”), whose address is 111 N. Sepulveda Blvd., Suite 250, Manhattan Beach, California 90266, in favor of MACQUARIE BANK LIMITED, a bank incorporated under the laws of Australia, as Administrative Agent for the ratable benefit of Lenders (as defined in the Credit Agreement) (“Secured Party”), whose address is Level 15, No. 1 Martin Place, Metals and Energy Capital, Sydney, NSW 2000, Australia.

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CONVERSION AGREEMENT
Conversion Agreement • August 4th, 2008 • Doral Energy Corp. • Crude petroleum & natural gas

THIS CONVERSION AGREEMENT (this “Agreement”) is entered into by and between, MACQUARIE INVESTMENTS, LLC a Delaware limited liability company (together with its successors and assigns, “MAC”) and DORAL ENERGY CORP., a Nevada corporation (together with its successors and assigns, the “Company”). MAC and the Company may be referred to herein individually as a “Party” or collectively as the “Parties”).

SUBORDINATION AGREEMENT
Subordination Agreement • August 4th, 2008 • Doral Energy Corp. • Crude petroleum & natural gas • Texas

This SUBORDINATION AGREEMENT (as amended or modified, the “Subordination Agreement”) is by and among Green Shoe Investments Ltd., a Nevis corporation (“Subordinated Creditor”, whether one or more), whose address is P.O. Box 5565, Main Street, Charlestown, Nevis, West Indes, DORAL ENERGY CORP., a Nevada corporation (“Borrower”), whose address is 111 Sepulveda Blvd., Suite 250, Manhattan Beach, California 90266 and MACQUARIE BANK LIMITED, a bank incorporated under the laws of Australia (“Administrative Agent”), with offices at Level 15, 1 Martin Place, Sydney, New South Wales, 2000 Australia.

SENIOR FIRST LIEN SECURED CREDIT AGREEMENT Among Doral Energy Corp., a Nevada corporation, as Borrower and Macquarie Bank Limited, a bank incorporated under the laws of Australia, in its individual capacity and as Administrative Agent, and the Lenders...
Security Agreement • August 4th, 2008 • Doral Energy Corp. • Crude petroleum & natural gas • Texas

This $50,000,000 Senior First Lien Secured Loan Credit Agreement (this “Agreement”) is dated as of July __, 2008, between DORAL ENERGY CORP., a Nevada corporation, having its principal executive office and place of business at 111 N. Sepulveda Blvd., Suite 250, Manhattan Beach, California 90266 (“Borrower”) and MACQUARIE BANK LIMITED, a bank incorporated in accordance with the laws of Australia, with offices at Level 15, 1 Martin Place, Sydney, New South Wales, 2000 Australia (in its individual capacity, “MBL”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”) and the other Lenders party to this Agreement.

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