CONSULTING AGREEMENTConsulting Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
WENTWORTH ENERGY, INC., a company duly incorporated under the laws of the State of Oklahoma, having its head office at Suite 1415, 115 West 7th Street, Fort Worth, Texas, 76102 (hereinafter called the “Company”)
GUARANTYGuaranty • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
GUARANTY, dated as of August 8, 2006 made by BARNICO DRILLING, INC., a Texas corporation (the “New Guarantor”, and together with the Existing Guarantor (as defined below), the “Guarantors”), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of July 25, 2006 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
JOINDER AGREEMENTJoinder Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
THIS JOINDER AGREEMENT, dated as of August 8, 2006 (this “Agreement”), to the Security Agreement (as defined below) is made by BARNICO DRILLING, INC., a Texas corporation (the “New Grantor” and together with the Existing Grantors (as defined below), the “Grantors”) for the benefit of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of July 25, 2006 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
PLEDGE AMENDMENTPledge Amendment • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas
This Pledge Amendment, dated August 8, 2006 is delivered pursuant to Section 4 of the Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge Agreement, dated as of July , 2006, made by WENTWORTH ENERGY, INC. and WENTWORTH OIL & GAS, INC. in favor of CASTLERIGG MASTER INVESTMENTS LTD., as Collateral Agent for the Buyers, (the “Collateral Agent”) as it may heretofore have been or hereafter may be amended or otherwise modified or supplemented from time to time and that the shares or other equity interests listed on this Pledge Amendment shall be hereby pledged and assigned to the Collateral Agent and become part of the Collateral referred to in such Pledge Agreement and shall secure all of the Obligations referred to in such Pledge Agreement.
