AMENDMENT TO SECURITY AGREEMENT
AMENDMENT
TO
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”).
A.
The
Debtor and Secured Party have previously entered into a Security Agreement
dated
May 20, 2008 (the “Security Agreement”), in connection with an aggregate of
$1,500,000 in loans from Secured Party to Debtor.
B.
Pursuant to Section 13.6 of the Security Agreement, the Debtor and Secured
Party
now desire to amend the Security Agreement as set forth herein in order for
it
to also apply to an additional $2,500,000 which is being loaned by Secured
Party
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 Recitals A and B. Recitals
A and B of the Security Agreement are hereby deleted in its entirety and
replaced with the following:
“A.
Debtor and Secured Party have entered into a Note Purchase Agreement dated
May
20, 2008, and a Note Purchase Agreement dated July 3, 2008 (collectively, the
“Note Purchase Agreement”).
B.
Pursuant to the Note Purchase Agreement, Debtor has, among other things,
delivered to Secured Party four 15% Senior Secured Promissory Notes in the
principal amounts of $1,000,000, $400,000, $100,000 and $2,500,000
(individually, a “Note;” collectively, the “Notes”).”
2.
Ratification
of Remaining Terms.
Except
as expressly set forth in this Amendment, all of the terms and provisions of
the
Security Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized persons on the date first written above.
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By:
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Title:
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By:
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HD
SPECIAL-SITUATIONS, LP
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By:
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Title:
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