AMENDMENT TO SECURITY
AGREEMENT
THIS
AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is made this 1st
day of October, 2009, by and among SONTERRA RESOURCES, INC., a
Delaware corporation (the “Company”), NORTH TEXAS
DRILLING SERVICES, INC., a Texas corporation (“North
Texas”), SONTERRA OPERATING, INC., a Delaware corporation
(“Operating”), VELOCITY ENERGY LIMITED LLC, a Texas
limited liability company (“Limited”), VELOCITY ENERGY
INC., a Delaware corporation (“Velocity”), VELOCITY
ENERGY OFFSHORE LP, a Delaware limited partnership
(“Offshore”), and VELOCITY ENERGY PARTNERS LP, a
Delaware limited partnership (“Onshore”) (with the
Company, North Texas, Operating, Limited, Velocity, Offshore and
Onshore being sometimes referred to individually as a
“Debtor” and, collectively, as the
“Debtors”), and SUMMERLINE ASSET MANAGEMENT,
LLC , a Delaware limited liability company, in its capacity as
Collateral Agent (as set forth in Section 5.11 of the Security
Agreement (as defined below), together with its successors and
assigns in such capacity, the “Secured
Party”).
WHEREAS , Debtors and Secured Party are parties to that
certain Security Agreement dated November 13, 2008 (as amended,
restated, supplemented, or otherwise modified from time to time,
the “Security Agreement”), pursuant to which Onshore,
among others, granted a security interest in certain collateral as
more specifically set forth therein (the “Collateral”
as that term is defined in the Security Agreement); and
WHEREAS , the Secured Party has agreed to subordinate
its interest in the Collateral owned by Onshore to the extent that
such Collateral is located on or derived from any Hydrocarbon
Property as defined in that certain Mortgage, Deed of Trust,
Assignment of Production, Security Agreement, Fixture Filing and
Financing Statement by Vel
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