COLLATERAL ASSIGNMENT
COLLATERAL
ASSIGNMENT made as of this 14th day of February, 2008 by HYBROOK RESOURCES CORP.
(to be renamed BEST ENERGY SERVICES, INC.) (“Assignor”) to PNC BANK, NATIONAL
ASSOCIATION, as agent (“Assignee”).
FOR VALUE
RECEIVED, and as collateral security for all debts, liabilities and obligations
of Assignor to Assignee and Lenders (as defined below), now existing or
hereafter arising under any agreement among Assignor and BEST WELL SERVICE, INC.
(“BWS”) and XXX XXXXXX DRILLING COMPANY (“BBD” and together with Assignor and
BWS, the “Borrowers”), Lenders and Assignee, including, without limitation, that
certain Revolving Credit, Term Loan and Security Agreement dated as of February
14, 2008, among Borrowers, the financial institutions named therein or which
hereafter become a party thereto (“Lenders”), and Assignee as agent for Lenders
(as amended, modified, restated or supplemented from time to time, the “Loan
Agreement”), Assignor hereby assigns, transfers and sets over unto Assignee, its
successors and assigns, all of its rights, but not its obligations, under that
certain Stock Purchase Agreement dated as of February 14, 2008, between Assignor
and Xxxxxx X. Xxxxxx, a resident of Moab, Utah (“Seller”) and all of the
agreements and documents by which assets or rights of Seller are transferred to
Assignor (as each may be amended, modified, restated or supplemented from time
to time, collectively, the “Agreements”), including, without limitation, all
indemnity rights and all moneys and claims for moneys due and/or to become due
to Assignor under the Agreements.
After the
occurrence and during the continuance of an Event of Default under the Loan
Agreement, Assignor hereby (i) specifically authorizes and directs Seller upon
notice to Seller by Assignee to make all payments due under or arising under the
Agreements directly to Assignee and (ii) irrevocably authorizes and empowers
Assignee (a) to ask, demand, receive, receipt and give acquittance for any and
all amounts which may be or become due or payable, or remain unpaid at any time
and times to Assignor by Seller under and pursuant to the Agreements, (b) to
endorse any checks, drafts or other orders for the payment of money payable to
Assignor in payment thereof, and (c) in Assignee’s discretion to file any claims
or take any action or institute any proceeding, either in its own name or in the
name of Assignor or otherwise, which Assignee may deem necessary or advisable to
effectuate the foregoing. It is expressly understood and agreed,
however, that Assignee shall not be required or obligated in any manner to make
any demand or to make any inquiry as to the nature or sufficiency of any payment
received by it, or to present or file any claim or take any other action to
collect or enforce the payment of any amounts which may have been assigned to
Assignee or to which Assignee may be entitled hereunder at any time or
times.
Seller is
hereby authorized to recognize Xxxxxxxx’s claims to rights hereunder without
investigating any reason for any action taken by Assignee or the validity or the
amount of the obligations or existence of any default, or the application to be
made by Assignee of any of the amounts to be paid to Assignee. Checks
for all or any part of the sums payable under this Assignment shall be drawn to
the sole and exclusive order of Assignee.
Without
first obtaining the written consent of Assignee, Assignor and Seller shall not
(i) amend or modify the Agreements or (ii) agree to or suffer any
amendment, extension,
renewal,
release, acceptance, forbearance, modification or waiver with respect to any
rights arising under the Agreements.
In the
event Assignor declines to exercise any rights under the Agreements, Assignee
shall have the right to enforce any and all such rights of Assignor against
Seller.
IN
WITNESS WHEREOF, Assignor has duly executed this Assignment the day and year
first above written.
|
HYBROOK
RESOURCES CORP. (to be renamed BEST ENERGY SERVICES,
INC.)
|
|
|
By:
/s/ Xxxxx
Xxxxxxxx
|
|
|
Name:
Xxxxx Xxxxxxxx
|
|
|
Its:
CEO
|
Seller
hereby consents and agrees
to the
provisions of this
Collateral
Assignment as of this
____ day
of February, 2008.
/s/
Xxxxxx X. Xxxxxx
Xxxxxx X.
Xxxxxx
