0001144204-08-039183 Sample Contracts

AMENDMENT TO SECURITY AGREEMENT
Security Agreement • July 9th, 2008 • Knight Energy Corp. • Crude petroleum & natural gas

This Amendment to Security Agreement (the “Amendment”) is made and entered into on July 3, 2008, by and between Knight Energy Corp., a Maryland corporation (“Debtor”), and HD Special-Situations, LP (the “Secured Party”).

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MODIFICATION OF LIEN DOCUMENTS
Knight Energy Corp. • July 9th, 2008 • Crude petroleum & natural gas

This instrument is executed as of July 3, 2008, by CHARLES HILL DRILLING, INC. (a/k/a Charles L. Hill Drilling, Inc.), a Nevada corporation (“Grantor”), 2930 Chesire Way, Grand Prairie, Texas 75052, and HD SPECIAL-SITUATIONS, LP (“Lender”), whose address is 425 California Street, Suite 1200, San Francisco, California 94104, for the purpose of modifying certain liens and security interests to secure payment of the indebtedness owing to Lender under the Second Note Purchase Agreement (defined below).

ESCROW AGREEMENT
Escrow Agreement • July 9th, 2008 • Knight Energy Corp. • Crude petroleum & natural gas • California

This Escrow Agreement (the “Agreement”) is made and entered into on July 3, 2008, by and among Knight Energy Corp., a Maryland corporation (the “Company”),and HD Special-Situations, LP (the “Lender”), and David S. Hamilton, a duly licensed attorney who practices law in the State of California, as escrow agent (the “Escrow Agent”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 9th, 2008 • Knight Energy Corp. • Crude petroleum & natural gas • California

This Note Purchase Agreement (the “Agreement”) is made and entered into on July 3, 2008, by and between Knight Energy Corp., a Maryland corporation, with its principal place of business located at 909 Lake Carolyn Parkway, Suite 850, Irving, Texas 75039 (the “Company”), and the party listed on the attached “Schedule of Lenders” (the “Lender”).

AMENDMENT TO CORPORATE GUARANTY
Corporate Guaranty • July 9th, 2008 • Knight Energy Corp. • Crude petroleum & natural gas

This Amendment to Corporate Guaranty (the “Subsidiary Amendment”) is made and entered into on July 3, 2008, by and between Charles Hill Drilling, Inc. (the “Guarantor”) and HD Special-Situations, LP (the “Lender”).

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