SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
SECURITY AGREEMENTSecurity Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT (“Agreement”) dated as of September 19, 2008, among South Texas Oil Company, a Nevada corporation (“Company”), Southern Texas Oil Company, a Texas corporation (“Southern Texas”), STO Operating Company, a Texas corporation formerly known as Leexus Operating Company (“STO Operating”), STO Properties LLC, a Texas limited liability company (“STO Properties”), STO Drilling Company, a Texas corporation (“STO Drilling”; each such corporation or limited liability company, including Company, and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Debtor” and, collectively, as the “Debtors”), and Viking Asset Management, LLC, a California limited liability company, in its capacity as Collateral Agent (as defined below) for the benefit of the entities (the “Buyers”) identified on the Schedule of Buyers attached to the Purchase Agreement defined below (as
SEPTEMBER 2008 WAIVER AND AMENDMENTWaiver and Amendment • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS SEPTEMBER 2008 WAIVER AND AMENDMENT (this “Agreement”) is made as of September 19, 2008, among South Texas Oil Company, a Nevada corporation (the “Company”), the Subsidiaries, The Longview Fund, L.P., a California limited partnership (“Longview”), and Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“Marquis” and together with Longview, the “Buyers”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
GUARANTYGuaranty • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas
This GUARANTY (this “Guaranty”) is made as of this 19th day of September, 2008, by Southern Texas Oil Company, a Texas corporation, STO Operating Company, a Texas corporation formerly known as Leexus Operating Company, STO Properties LLC, a Texas limited liability company, and STO Drilling Company, a Texas corporation, (each such entity, together with each other entity that becomes a party to this Guaranty, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Viking Asset Management, LLC, a California limited liability company (“Collateral Agent”), in its capacity as collateral agent for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the “Buyers”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of September 19, 2008, is by and among (a) Viking Asset Management, LLC, a California limited liability company, as Bridge Agent (as defined below), (b) the Bridge Buyers (as defined below), (c) Viking Asset Management, LLC, a California limited liability company, as Initial Purchase Agent (as defined below), and (d) the Initial Buyers (as defined below).
AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of September 19, 2008, by and among the following parties:
OMNIBUS AMENDMENT TO SECURITY DOCUMENTSOmnibus Amendment to Security Documents • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
This OMNIBUS AMENDMENT TO SECURITY DOCUMENTS (this “Amendment”) is dated as of September 19, 2008 and is entered into by and among South Texas Oil Company, a Nevada corporation (“Company”), Southern Texas Oil Company, a Texas corporation (“Southern Texas”), STO Operating Company, a Texas corporation formerly known as Leexus Operating Company (“STO Operating”), STO Properties LLC, a Texas limited liability company (“STO Properties”), STO Drilling Company, a Texas corporation (“STO Drilling”; each such corporation or limited liability company, including Company, is referred to individually as a “Debtor” and, collectively, as the “Debtors”), Viking Asset Management, LLC, a California limited liability company, in its capacity as collateral agent for the “Buyers” (together with its successors and assigns in such capacity, the “Secured Party”) party to the Purchase Agreement (as described below), and such Buyers party hereto.
PLEDGE AGREEMENTPledge Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT, made as of this 19th day of September, 2008 (this “Agreement”), is by each of SOUTH TEXAS OIL COMPANY, a Nevada corporation (“Company”), and STO OPERATING COMPANY, a Texas corporation (“STO Operating”; STO Operating, together with Company are each referred to individually herein as a “Pledgor” and collectively as the “Pledgors”), in favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company, in its capacity as collateral agent for the benefit of the entities (the “Buyers”) identified on the Schedule of Buyers attached to the Purchase Agreement defined below (in such capacity, together with its successors and assigns in such capacity, the “Pledgee”).
