Exhibit
4.11


 


AMENDMENT
AGREEMENT


AMENDMENT
AGREEMENT, dated as of October 31, 2007 (this “Agreement”), by and between Wentworth
Energy, Inc., an Oklahoma corporation (the “Company”),
with headquarters located at 112 E. Oak Street, Suite 200, Palestine, Texas
75801, and [Insert Name of Buyer] (the “Investor”).


WHEREAS:


A.            The
Company, the Investor and certain other investors (the “Other Buyers”
and collectively with the Investor, the “Buyers”) are
parties to that certain Securities Purchase Agreement, dated as of July 24,
2006 (the “2006 Securities Purchase Agreement”), pursuant to which, among
other things, the Buyers purchased from the Company, for an aggregate original
purchase price of $32,350,000: (i) an aggregate original principal amount of
$32,350,000 of senior secured convertible notes (the “2006 Notes”), which are convertible into
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in accordance with the
terms thereof and interest on which notes, at the option of the Company, and
subject to certain conditions, may be paid in shares of Common Stock; (ii)
warrants (denominated as “Series A Warrants”) to purchase common stock (the “2006 Series A Warrants”), which warrants
originally were exercisable for an aggregate of 46,214,287 shares of Common
Stock; and (iii) warrants (denominated as “Series B Warrants”) to purchase
common stock (the “2006 Series B Warrants”),
which warrants originally were exercisable for an aggregate of 16,170,000
shares of Common Stock.


B.            Contemporaneously
with the consummation of the transactions contemplated by the 2006 Securities
Purchase Agreement: (i) the Company and its then-existing subsidiary, Wentworth
Oil & Gas, Inc., a Nevada corporation (“WOG”),
entered into that certain Pledge Agreement, dated as of July 25, 2006 (the “2006 Pledge Agreement”), in favor of Castlerigg Master
Investments Ltd., a British Virgin Islands company (“Castlerigg”)
acting in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Buyers; (ii) the
Company and WOG entered into that certain Security Agreement, dated as of July
25, 2006 (the “2006 Security Agreement”), in favor of the Collateral Agent for the
benefit of the Buyers; and (iii) WOG entered into that certain Guaranty, dated
as of July 25, 2006 (the “2006 WOG Guaranty”), in favor of the
Collateral Agent for the benefit of the Buyers.


C.            The
proceeds received by the Company from the issuance of the 2006 Notes, 2006
Series A Warrants and 2006 Series B Warrants at the closing under the 2006
Securities Purchase Agreement (the “2006 Closing”)
were used by the Company in order to, among other things, purchase all of the
outstanding stock of Barnico Drilling, Inc., a Texas corporation (“Barnico”).  In
conjunction with that acquisition, on or about August 8, 2006: (i) in
accordance with Section 4(b) of the 2006 Pledge Agreement, the Company entered
into that certain Pledge Amendment, dated on or about August 8, 2006 (the “2006 Pledge Amendment”), amending the 2006 Pledge Agreement
to include as collateral thereunder the shares of Barnico capital stock
referenced in the 2006 Pledge Amendment; (ii) in accordance with Section 5(m)
of the 2006 Security Agreement, Barnico entered into that certain Joinder
Agreement, dated on or about August 8, 2006 (the “2006 Joinder
Agreement”), for the benefit of the Collateral Agent, to join the
2006 Security Agreement as a party thereto and collateral grantor thereunder;
and (iii)

















 


in accordance with Section
5(m) of the 2006 Security Agreement, Barnico entered into that certain
Guaranty, dated on or about August 8, 2006 (the “2006 Barnico
Guaranty”), in favor of the Collateral Agent for the benefit of the
Buyers.


D.            In
connection with the execution and delivery of the 2006 Securities Purchase
Agreement, the Company and the Buyers entered into that certain Registration
Rights Agreement, dated as of July 25, 2006 (the “2006
Registration Rights Agreement”), pursuant to which the Company
agreed to provide certain registration rights with respect to the Registrable
Securities (as defined therein) under the Securities Act of 1933, as amended
(the “1933 Act”), and the rules
and regulations promulgated thereunder, and applicable state securities laws.


E.             As
contemplated by Section 4(v) of the 2006 Securities Purchase Agreement, the
Company entered into those certain seven separate instruments or agreements,
each entitled Deed of Trust, Mortgage, Assignment of Production, Security
Agreement, Fixture Filing and Financing Statement, and each dated August 2006
(collectively, the “2006 Deeds of Trust”),
to Terry I. Cross, as trustee thereunder, for the benefit of the Collateral
Agent as mortgagee thereunder, which respectively were filed of record in the
following counties in the State of Texas: (i) Anderson, on September 8, 2006
(vol. 1900, page 794); (ii) Archer, on September 11, 2006 (vol. 671, page 803);
(iii) Freestone, on September 8, 2006 (vol. 1373, page 445); (iv) Jones, on
September 11, 2006 (vol. 249, page 384); (v) Leon, on September 8, 2006 (vol.
1276, page 682); (vi) Pecos, on September 11, 2006 (vol. 348, page 591); and
(vii) Wichita, on September 11, 2006 (vol. 3010, page 857).  Subsequently, in accordance with the terms of
the Jan. 5, 2007 Letter Agreement (as defined below), the 2006 Deeds of Trust
filed in Archer, Pecos and Wichita Counties, Texas, have been or are to be
released.


F.             As
contemplated by Section 4(r) of the 2006 Securities Purchase Agreement, the
Company entered into that certain Escrow Agreement, dated as of September 8,
2006 (the “2006 Escrow Agreement”), with
Castlerigg, acting in its capacity as “Buyer Representative” (as defined in
Section 4(s) of the 2006 Securities Purchase Agreement) on behalf of the
Buyers, and Capital One, a national banking association, as escrow agent
thereunder.


G.            Subsequent to the 2006 Closing, the
following instruments and agreements (collectively, the “Subsequent
Modifications”) have been entered into (in addition to the other
instruments and agreements specifically referenced in these Recitals): (i) the
Company and the Collateral Agent entered into that certain waiver, dated as of
August 9, 2006 (the “Aug. 9, 2006 Waiver”),
pursuant to which, among other things, the Collateral Agent waived certain
provisions of the 2006 Security Agreement pertaining to the filing of financing
statements (the Aug. 9, 2006 Waiver being the same waiver described in the Aug.
22, 2006 Waiver (defined below) as having been dated as of August 8, 2006);
(ii) the Company, the Buyers and the Collateral Agent entered into that certain
waiver, dated as of August 22, 2006 (the “Aug. 22, 2006 Waiver”),
pursuant to which, among other things, the parties thereto effected certain
waivers and other modifications to the provisions of the 2006 Securities
Purchase Agreement and other agreements as referenced therein; (iii) the
Company and certain of the Buyers entered into those certain waivers, dated as
of September 21, 2006 (the “Sept. 21, 2006 Waiver”),
pursuant to which, among other things, the respective Buyers waived and
modified certain provisions of the 2006 Securities Purchase Agreement
pertaining to the delivery of real estate title opinions; (iv) the Company and
certain of the Buyers entered into those certain letter agreements, each dated
September 28, 2006 (the


 


2

















 


“Sept. 28,
2006 Letter Agreements”), pursuant to which, among other things, the
respective Buyers waived certain provisions of the 2006 Securities Purchase
Agreement and the 2006 Pledge Agreement in connection with a certain settlement
respecting Redrock Energy, Inc., a Nevada corporation (f/k/a Redrock Oil Sands,
Inc.) (“Redrock”); (v) the Company and each of
the Buyers entered into those certain letter agreements, each dated on or about
November 7, 2006 (the “Nov. 7, 2006 Letter
Agreements”), pursuant to which, among other things, the respective
Buyers waived certain provisions of the 2006 Registration Rights Agreement
pertaining to the effectiveness deadline thereunder; and (vi) the Company and
the Collateral Agent, as mortgagee under the 2006 Deeds of Trust, entered into
that certain letter agreement, dated January 5, 2007 (the “Jan. 5, 2007
Letter Agreement”), pursuant to which, among other things, the 2006
Deeds of Trust filed in Archer, Pecos and Wichita Counties have been or are to
be released.


H.            The
2006 Securities Purchase Agreement, as amended or otherwise modified by one or
more of the Subsequent Modifications, is referred to as the “Existing Securities Purchase Agreement”.  The 2006 Pledge Agreement, as amended or
otherwise modified by the 2006 Pledge Amendment and by one or more of the
Subsequent Modifications, is referred to as the “Existing
Pledge Agreement”.  The 2006
Security Agreement, as amended or otherwise modified by the 2006 Joinder
Agreement and by one or more of the Subsequent Modifications, is referred to as
the “Existing Security Agreement”.  The 2006 Registration Rights Agreement, as
amended or otherwise modified by one or more of the Subsequent Modifications,
is referred to as the “Existing Registration
Rights Agreement”.  The 2006
Notes, 2006 Series A Warrants, 2006 Series B Warrants, 2006 WOG Guaranty, 2006
Barnico Guaranty, 2006 Deeds of Trust and 2006 Escrow Agreement are sometimes
referred to as the “Existing Notes”,
“Existing Series A Warrants”, “Existing Series B Warrants”, “Existing WOG
Guaranty”, “Existing Barnico Guaranty”,
“Existing Deeds of Trust”, and “Existing Escrow Agreement”, respectively.


I.              Certain
disputes have arisen between the Company, WOG and Barnico, on the one hand, and
the Buyers, Collateral Agent and Buyer Representative, on the other hand,
relating to, among other things, the failure or inability of the Company to
comply with its registration obligations under the Existing Registration Rights
Agreement.  In connection with such
disputes, one or more of the Buyers delivered event of default redemption
notices (the “Existing Redemption Notices”) to
the Company; and the Collateral Agent, as mortgagee under the Existing Deeds of
Trust, posted foreclosure notices in respect thereof.  The Collateral Agent and Castlerigg also
entered into certain temporary forbearance agreements, thereafter joined in by
certain or all of the other Buyers, pursuant to which the Collateral Agent and
those Buyers agreed to forbear temporarily from foreclosing under the Existing
Deeds of Trust and exercising their remedies under one or more of the other
collateral documents.


J.             The Company and Barnico have
concluded negotiations with each Buyer, as well as with the Collateral Agent
and Buyer Representative; such that the parties to those negotiations desire to
enter into documentation that, collectively, will waive all existing defaults
(other than defaults occurring upon or continuing after the 2007 Closing Date)
and moot all Existing Redemption Notices. 
In furtherance thereof: (i) the Company and the Investor are entering
into this Agreement; (ii) the Company and each Other Buyer are entering into
those certain Amendment Agreements, each dated as of the date of this Agreement
(collectively, the


 


3

















 


“Other
Amendment Agreements”; and, together with this Agreement, the “Amendment Agreements”); and (iii) the Collateral Agent and
the Buyer Representative, by their acknowledgment and agreement to the
provisions contained in Castlerigg’s Amendment Agreement, are acknowledging and
agreeing to the provisions contained in the Amendment Agreements respectively
applicable to them.  The Investor
acknowledges having been furnished copies of each Other Amendment Agreement in
substantially its final form; and the Collateral Agent and the Buyer
Representative acknowledge having been furnished with copies of each Amendment
Agreement in substantially its final form.


K.            In
accordance with the provisions of the Amendment Agreements, at the 2007 SPA
Closing (as defined below) the Existing Securities Purchase Agreement shall be
amended in the manner provided in the Amendment Agreements in order to, among
other things:


(i)            provide for the amendment and restatement
of the Investor’s Existing Note by the Company’s issuance to the Investor of an
amended and restated senior secured convertible note substantially in the form
attached as Exhibit A-1 to this Agreement and each Other Amendment Agreement
(the “Investor’s Amended and Restated Note”;
and, collectively with each other ‘Investor’s Amended and Restated Note’ (as
defined in the Other Amendment Agreements), the “Amended and
Restated Notes”), with the Investor’s Amended and Restated Note to
be issued in the principal amount set forth opposite the Investor’s name in
column (3) on the 2007 Securities Schedule attached to this Agreement and each
Other Amendment Agreement (the “2007 Securities Schedule”),
and with such note to be convertible into shares of Common Stock (the “Investor’s Amended and Restated Conversion Shares”; and,
collectively with each other ‘Investor’s Amended and Restated Conversion
Shares’ (as defined in the Other Amendment Agreements), the “Amended and Restated Conversion Shares”) in accordance with the terms thereof, and
with interest on such note to be paid, at the option of the Company, and
subject to certain conditions, in shares of Common Stock (the “Investor’s Amended and Restated Interest Shares”; and, collectively with each other
‘Investor’s Amended and Restated Interest Shares’ (as defined in the Other
Amendment Agreements), the “Amended and Restated
Interest Shares”);


 


(ii)           provide for the
amendment and restatement of the Investor’s Existing Series A Warrant by the
Company’s issuance to the Investor of an amended and restated warrant
substantially in the form attached as Exhibit B-1 to this Agreement and
each Other Amendment Agreement (the “Investor’s Amended and
Restated Series A Warrant”;
and, collectively with each other ‘Investor’s Amended and Restated Series A
Warrant’ (as defined in the Other Amendment Agreements), the “Amended and Restated Series A Warrants”), with the
Investor’s Amended and Restated Series A Warrant to be exercisable to acquire
shares of Common Stock (the “Investor’s Amended and
Restated Series A Warrant Shares”; and, collectively with each other
‘Investor’s Amended and Restated Series A Warrant Shares’ (as defined in the
Other Amendment Agreements), the “Amended and Restated
Series A Warrant Shares”), initially
in that number of shares of Common Stock set forth opposite the Investor’s name
in column (5) on the 2007 Securities Schedule;


 


4

















 


(iii)          provide for the
amendment and restatement of the Investor’s Existing Series B Warrant by the
Company’s issuance to the Investor of an amended and restated warrant
substantially in the form attached as Exhibit C-1 to this Agreement and
each Other Amendment Agreement (the “Investor’s Amended and
Restated Series B Warrant”;
and, collectively with each other ‘Investor’s Amended and Restated Series B
Warrant’ (as defined in the Other Amendment Agreements), the “Amended and Restated Series B Warrants”; the Amended and
Restated Series B Warrants and the Amended and Restated Series A Warrants,
collectively, the “Amended and Restated
Warrants”), with the Investor’s Amended and Restated Series B
Warrant to be exercisable to acquire shares of Common Stock (the “Investor’s Amended and Restated Series B Warrant Shares”; and, collectively with each other ‘Investor’s Amended and
Restated Series B Warrant Shares’ (as defined in the Other Amendment
Agreements), the “Amended and Restated
Series B Warrant Shares”) (the Amended and Restated Series B Warrant
Shares and the Amended and Restated Series A Warrant Shares, collectively, the
“Amended and Restated Warrant Shares”),
initially in that number of shares of Common Stock set forth opposite the
Investor’s name in column (7) on the 2007 Securities Schedule;


 


(iv)          provide for the
Company’s issuance to Castlerigg of a new senior secured convertible note
substantially in the form attached as Exhibit A-2 to this Agreement and each
Other Amendment Agreement (the “New Note”) (the
New Note and the Amended and Restated Notes, collectively, the “Notes”), with Castlerigg’s New Note to be issued in the
principal amount set forth opposite Castlerigg’s name in column (4) on the 2007
Securities Schedule, and with such note to be convertible into shares of Common
Stock (the “New Conversion Shares”) (the
New Conversion Shares and the Amended and Restated Conversion Shares,
collectively, the “Conversion Shares”) in accordance with the terms thereof; and
with interest on such note to be paid, at the option of the Company, and
subject to certain conditions, in shares of Common Stock (the “New Interest Shares”) (the New Interest Shares and the
Amended and Restated Interest Shares, collectively, the “Interest
Shares”);


 


(v)           provide for the
Company’s issuance to Castlerigg of a new warrant (designated as “Series A
Warrants”) substantially in the form attached as Exhibit B-2 to this
Agreement and each Other Amendment Agreement (the “New Series A
Warrant”), with
Castlerigg’s New Series A Warrant to be exercisable to acquire shares of Common
Stock (the “New Series A Warrant Shares”), initially in that number of shares of Common Stock set forth
opposite Castlerigg’s name in column (6) on the 2007 Securities Schedule;


 


(vi)          provide for the
Company’s issuance to the Investor of a new warrant (designated as “Series A
Warrants”) substantially in the form attached as Exhibit B-2 to this
Agreement and each Other Amendment Agreement (the “Investor’s
Other New Series A Warrant”;
and, collectively with each other ‘Investor’s Other New Series A Warrant’ (as
defined in the Other Amendment Agreements), the “Other New
Series A Warrants”), with the Investor’s Other New Series A Warrant
to be exercisable to acquire shares of Common Stock (the “Investor’s
Other New Series A Warrant
Shares”; and, 


 


5

















 


collectively with each other
‘Investor’s Other New Series A Warrant Shares’ (as defined in the Other
Amendment Agreements), the “Other New Series A Warrant
Shares”), initially in
that number of shares of Common Stock set forth opposite the Investor’s name in
column (11) on the 2007 Securities Schedule; and


 


(vii)         provide for the
Company’s issuance to Castlerigg of a new warrant (designated as “Series B
Warrants”) substantially in the form attached as Exhibit C-2 to this
Agreement and each Other Amendment Agreement (the “New Series B
Warrant”) (the New
Series B Warrant, the New Series A Warrant and the Other New Series A Warrants,
collectively, the “New Warrants”;
and the New Warrants and the Amended and Restated Warrants, collectively, the “Warrants”), with Castlerigg’s New Series B Warrant to be
exercisable to acquire shares of Common Stock (the “New Series B
Warrant Shares”) (the New Series B Warrant Shares, the New Series A
Warrant Shares and the Other New Series A Warrant Shares, collectively, the “New Warrant Shares”; and the New Warrant Shares and the
Amended and Restated Warrant Shares, collectively, the “Warrant
Shares”), initially
in that number of shares of Common Stock set forth opposite Castlerigg’s name
in column (8) on the 2007 Securities Schedule.


 


L.             In
accordance with the provisions of the Amendment Agreements, at the 2007 SPA
Closing, the following additional transactions (among others) shall occur:


(i)            the Company, Barnico and the
Collateral Agent shall execute and deliver a certain Amended and Restated
Security Agreement, substantially in the form attached as Exhibit F-1 to this
Agreement and each Other Amendment Agreement (as so executed and delivered, and
as thereafter amended, restated or otherwise modified thereby in accordance with
the terms thereof, the “Amended and Restated
Security Agreement”), which shall completely amend, restate and
supersede the Existing Security Agreement in order to (among other things)
restate and continue the security interest created thereunder, reflect the
removal of WOG as a party thereto and collateral grantor thereunder, and
otherwise give effect to the Amendment Agreements and the transactions
contemplated thereby;


 


(ii)           the Company and the Collateral Agent
shall execute and deliver a certain Amended and Restated Pledge Agreement,
substantially in the form attached as Exhibit E-1 to this Agreement and
each Other Amendment Agreement (as so executed and delivered, and as thereafter
amended, restated or otherwise modified thereby in accordance with the terms
thereof, the “Amended and Restated Pledge Agreement”),
which shall completely amend, restate and supersede the Existing Pledge
Agreement in order to (among other things) restate and continue the security
interest created thereunder, reflect the removal of WOG as a party thereto and
pledgor thereunder, and otherwise give effect to the Amendment Agreements and
the transactions contemplated thereby;


 


(iii)          the Company and the Collateral Agent,
in its capacity as mortgagee under the Existing Deeds of Trust, with the
consent of the trustee under the Existing Deeds of Trust and the consent of
each Buyer (as granted under the Amendment Agreements), shall execute and
deliver four separate instruments or agreements, each entitled Amended


 


6

















 


and Restated Deed of Trust,
Mortgage, Assignment of Production, Security Agreement, Fixture Filing and
Financing Statement, to Terry I. Cross, as trustee, for the benefit of the
Collateral Agent as mortgagee, each substantially in the form attached as Exhibit
O-1 to this Agreement and each Other Amendment Agreement (as so executed
and delivered, and as thereafter amended, restated or otherwise modified
thereby in accordance with the terms thereof, the “Amended and
Restated Deeds of Trust”), which shall completely amend, restate and
supersede the Existing Deeds of Trust filed in Anderson, Freestone, Jones and
Leon Counties, Texas, in order to (among other things) restate and continue the
lien and security interest created thereunder, and otherwise give effect to the
Amendment Agreements and the transactions contemplated thereby (it being
understood and agreed that, as acknowledged in the Amendment Agreements, the
Existing Deeds of Trust filed in Archer, Pecos and Wichita Counties, Texas,
have no further force or effect and have been or are to be released);


 


(iv)          Barnico shall execute and deliver a
certain Amended and Restated Barnico Guaranty, substantially in the form
attached as Exhibit G-1 to this Agreement and each Other Amendment
Agreement (as so executed and delivered, and as thereafter amended, restated or
otherwise modified thereby in accordance with the terms thereof, the “Amended and Restated Barnico Guaranty”), which shall
completely amend, restate and supersede the Existing Barnico Guaranty in order
to (among other things) restate and continue the guarantee made thereunder, and
otherwise give effect to the Amendment Agreements and the transactions
contemplated thereby (it being understood and agreed that, as acknowledged in the
Amendment Agreements, the Existing WOG Guaranty has terminated and has no
further force or effect); and


 


(v)           the Company and the Buyers shall
execute and deliver a certain Amended and Restated Registration Rights
Agreement, substantially in the form attached as Exhibit D-1 to this
Agreement and each Other Amendment Agreement (as so executed and delivered, and
as thereafter amended, restated or otherwise modified thereby in accordance
with the terms thereof, the “Amended and Restated
Registration Rights Agreement”), which shall completely amend,
restate and supersede the Existing Registration Rights Agreement, and pursuant
to which the Company shall agree to provide certain registration rights with
respect to the Registrable Securities (as defined therein) under the 1933 Act
and the rules and regulations promulgated thereunder, and applicable state
securities laws.


 


M.           The amendment and restatement of the Investor’s Existing Note by
the Investor’s Amended and Restated Note, the amendment and restatement of the
Investor’s Existing Series A Warrant by the Investor’s Amended and Restated
Series A Warrant, and the amendment and restatement of the Investor’s Existing
Series B Warrant by the Investor’s Amended and Restated Series B Warrant, as
well as the issuance of the Amended and Restated Barnico Guaranty in connection
therewith, are being made in reliance upon the exemption from registration
provided by Section 3(a)(9) of the 1933 Act.


N.            In accordance with the provisions of
the Amendment Agreements, at the 2007 SPA Closing (or as promptly thereafter as
is practicable), the Existing Escrow Agreement shall be terminated.


 


7

















 


O.            Contemporaneously with the 2007 SPA Closing, the Company and YA
Global Investments, L.P., a Cayman Islands exempt limited partnership (“YA Global”) f/k/a Cornell Capital Partners, L.P., are executing that certain Amendment and Exchange Agreement, dated
as of the date of this Agreement (the “YA Global Amendment and Exchange Agreement”), pursuant to which, among other things, the Company and YA
Global are agreeing: (i) to amend and restate those certain Secured
Convertible Debentures dated on or about January 12, 2006, with an aggregate
original purchase price of $1,500,000 (the “YA Global
Debentures”), purchased by YA Global from the Company pursuant to that certain Securities Purchase Agreement, dated as
of January 12, 2006, by and between the Company and YA Global (the “YA Global Securities Purchase Agreement”); (ii) to amend and restate those certain Warrants, dated as of
January 12, 2006, by and between the Company and YA Global (the “YA Global Warrants”), which are exercisable, in the
aggregate, into 1,500,000 shares of the Company’s Common Stock; (iii) to amend that certain Security Agreement, dated as
of January 12, 2006, by the Company in favor of YA Global; (iv) to terminate that certain Security Agreement, dated as
of January 12, 2006, by WOG in favor of YA Global; and (v) to amend and grant
certain waivers in respect of the YA Global Securities Purchase Agreement, the
YA Global Debentures, the YA Global Warrants, the YA Global Security Agreement,
and other transaction documents associated therewith.


NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth, and for other consideration the
existence, receipt and sufficiency of which hereby are acknowledged, the
Company and the Investor hereby agree as follows:


1.             AMENDMENT OF EXISTING SECURITIES PURCHASE AGREEMENT.


(a)           Securities
Purchase Agreement Amendments.  At
the 2007 SPA Closing, and without any further act or approval of any Person,
the Existing Securities Purchase Agreement shall be amended, mutatis  mutandis,
in the manner provided in Exhibit SPAA as attached to this Agreement and
each Other Amendment Agreement.


(b)           New
List of Schedules and Exhibits.  The
Existing Securities Purchase Agreement shall be further amended by deleting the
list of schedules and exhibits included therein and replacing such list with
the following:




	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of 2006 Notes

  
	
  Exhibit A-1

  	
   

  	
  Form of Amended and
  Restated Notes

  
	
  Exhibit A-2

  	
   

  	
  Form of New Note

  
	
  Exhibit B

  	
   

  	
  Form of 2006 Series A
  Warrants

  
	
  Exhibit B-1

  	
   

  	
  Form of Amended and
  Restated Series A Warrants

  
	
  Exhibit B-2

  	
   

  	
  Form of New Series A
  Warrant/ Other New Series A Warrants

  
	
  Exhibit C

  	
   

  	
  Form of 2006 Series B
  Warrants

  
	
  Exhibit C-1

  	
   

  	
  Form of Amended and
  Restated Series B Warrants

  
	
  Exhibit C-2

  	
   

  	
  Form of New Series B
  Warrant

  
	
  Exhibit D

  	
   

  	
  Form of 2006 Registration
  Rights Agreement

  
	
  Exhibit D-1

  	
   

  	
  Form of Amended and
  Restated Registration Rights Agreement

  
	
  Exhibit E

  	
   

  	
  Form of 2006 Pledge
  Agreement

  
	
  Exhibit E-1

  	
   

  	
  Form of Amended and
  Restated Pledge Agreement

  
	
  Exhibit F

  	
   

  	
  Form of 2006 Security
  Agreement

  
	
  Exhibit F-1

  	
   

  	
  Form of Amended and
  Restated Security Agreement

  
	
  Exhibit G

  	
   

  	
  Form of 2006 Guarantee

  
	
  Exhibit G-1

  	
   

  	
  Form of Amended and
  Restated Barnico Guarantee

  
	
  Exhibit H

  	
   

  	
  Form of 2006 Escrow
  Agreement

  
	
  Exhibit I

  	
   

  	
  Irrevocable Transfer Agent
  Instructions

  
	
  Exhibit J

  	
   

  	
  Form of Outside Company
  Counsel Opinion

  
	
  Exhibit J-1

  	
   

  	
  Form of Outside Company
  Counsel Opinion (2007 Closing)

  
	
  Exhibit K

  	
   

  	
  Form of Secretary’s
  Certificate

  
	
  Exhibit K-1

  	
   

  	
  Form of Secretary’s
  Certificate (2007 Closing)

  
	
  Exhibit L

  	
   

  	
  Form of Officer’s
  Certificate

  
	
  Exhibit L-1

  	
   

  	
  Form of Officer’s Certificate
  (2007 Closing)

  
	
  Exhibit M

  	
   

  	
  Form of Subordination
  Agreement

  
	
  Exhibit N

  	
   

  	
  Form of Cornell Lock-Up
  Agreement

  
	
  Exhibit O

  	
   

  	
  Reserved

  
	
  Exhibit O-1

  	
   

  	
  Form of Amended and
  Restated Deeds of Trust

  






 


 


8

















 




	
  SCHEDULES

  	
   

  	
   

  
	
  Schedule of Buyers

  
	
  Schedule
  2(b)

  	
   

  	
  Non-institutional
  Buyers

  
	
  Supplemental
  Schedule

  
	
  Schedule
  3(a)

  	
   

  	
  Subsidiaries

  
	
  Schedule
  3(f)

  	
   

  	
  Advisor
  Buyers

  
	
  Schedule
  3(k)

  	
   

  	
  SEC
  Documents; Financial Statements

  
	
  Schedule
  3(l)

  	
   

  	
  Absence
  of Certain Changes

  
	
  Schedule
  3(m)

  	
   

  	
  Undisclosed
  Events

  
	
  Schedule
  3(p)

  	
   

  	
  Sarbanes-Oxley
  Act

  
	
  Schedule
  3(q)

  	
   

  	
  Transactions
  with Affiliates

  
	
  Schedule
  3(r)

  	
   

  	
  Capitalization

  
	
  Schedule
  3(s)

  	
   

  	
  Indebtedness
  and Other Contracts

  
	
  Schedule
  3(t)

  	
   

  	
  Litigation

  
	
  Schedule
  3(v)

  	
   

  	
  Departing
  Officer

  
	
  Schedule 3(bb)

  	
   

  	
  Taxes

  
	
  Schedule 3(ee)

  	
   

  	
  Ranking of Notes

  
	
  Schedule 3(kk)

  	
   

  	
  Undisclosed Events

  
	
  Schedule
  4(d)

  	
   

  	
  Use
  of Proceeds

  






 


9

















 


(c)           Amended and Restated Schedules.  The Existing Securities Purchase Agreement
shall be further amended as follows:


                                                                (i)            The Schedule of Buyers attached to the Existing
Securities Purchase Agreement shall be amended and restated and replaced in its
entirety with the 2007 Securities Schedule, in the form attached to this
Agreement and each Other Amendment Agreement.


 


                                                                (ii)           Schedules 3(a), 3(f), 3(k), 3(l), 3(m), 3(p), 3(q), 3(r),
3(s), 3(t), 3(v), 3(bb), 3(ee), 3(kk)
and 4(d) attached to the Existing Securities Purchase Agreement shall be
amended and restated and replaced in their entirety with the Amended and
Restated Schedules to the Securities Purchase Agreement, in the form attached
to this Agreement and each Other Amendment Agreement.


 


(d)           New
Schedules and Exhibits.  The Existing
Securities Purchase Agreement shall be further amended to add the following new
schedules and exhibits thereto:


                                                                (i)            Exhibit A-1, entitled “Form of Amended and Restated
Notes”, shall be added to the Existing Securities Purchase Agreement, with such
exhibit to be in the form attached as Exhibit A-1 to this Agreement and each
Other Amendment Agreement.


 


                                                                (ii)           Exhibit A-2, entitled “Form of New Notes”, shall be added
to the Existing Securities Purchase Agreement, with such exhibit to be in the
form attached as Exhibit A-2 to this Agreement and each Other Amendment Agreement.


 


                                                                (iii)          Exhibit B-1, entitled “Form of Amended and Restated Series
A Warrants”, shall be added to the Existing Securities Purchase Agreement, with
such exhibit to be in the form attached as Exhibit B-1 to this Agreement and
each Other Amendment Agreement.


 


                                                                (iv)          Exhibit B-2, entitled “Form of New Series A Warrants/ Other
New Series A Warrants”, shall be added to the Existing Securities Purchase
Agreement, with such exhibit to be in the form attached as Exhibit B-2 to this
Agreement and each Other Amendment Agreement.


 


                                                                (v)           Exhibit C-1, entitled “Form of Amended and Restated Series
B Warrants”, shall be added to the Existing Securities Purchase Agreement, with
such exhibit to be in the form attached as Exhibit C-1 to this Agreement and
each Other Amendment Agreement.


 


                                                                (vi)          Exhibit C-2, entitled “Form of New Series B Warrants”,
shall be added to the Existing Securities Purchase Agreement, with such exhibit
to be in the form attached as Exhibit C-2 to this Agreement and each Other
Amendment Agreement.


 


                                                                (vii)         Exhibit D-1, entitled “Form of Amended and Restated
Registration Rights Agreement”, shall be added to the Existing Securities
Purchase Agreement, with such


 


10

















 


                                                exhibit to be
in the form attached as Exhibit D-1 to this Agreement and each Other Amendment
Agreement.


 


                                                                (viii)        Exhibit E-1, entitled “Form of Amended and Restated Pledge
Agreement”, shall be added to the Existing Securities Purchase Agreement, with
such exhibit to be in the form attached as Exhibit E-1 to this Agreement and
each Other Amendment Agreement.


 


                                                                (ix)           Exhibit F-1, entitled “Form of Amended and Restated
Security Agreement”, shall be added to the Existing Securities Purchase
Agreement, with such exhibit to be in the form attached as Exhibit F-1 to this
Agreement and each Other Amendment Agreement.


 


                                                                (x)            Exhibit G-1, entitled “Form of Amended and Restated
Barnico Guaranty”, shall be added to the Existing Securities Purchase
Agreement, with such exhibit to be in the form attached as Exhibit G-1 to this
Agreement and each Other Amendment Agreement.


 


                                                                (xi)           Exhibit J-1, entitled “Form of Outside Company Counsel
Opinion (2007 Closing)”, shall be added to the Existing Securities Purchase
Agreement, with such exhibit to be in the form attached as Exhibit J-1 to this
Agreement and each Other Amendment Agreement.


 


                                                                (xii)          Exhibit K-1, entitled “Form of Secretary Certificate (2007
Closing)”, shall be added to the Existing Securities Purchase Agreement, with
such exhibit to be in the form attached as Exhibit K-1 to this Agreement and
each Other Amendment Agreement.


 


                                                                (xiii)         Exhibit L-1, entitled “Form of Officer’s Certificate (2007
Closing)”, shall be added to the Existing Securities Purchase Agreement, with
such exhibit to be in the form attached as Exhibit L-1 to this Agreement and
each Other Amendment Agreement.


 


                                                                (xiv)        Exhibit O-1, entitled “Form of Amended and Restated Deeds of
Trust”, shall be added to the Existing Securities Purchase Agreement, with such
exhibit to be in the form attached as Exhibit O-1 to this Agreement and each
Other Amendment Agreement.


 


(e)           Ratification.  The Existing Securities Purchase Agreement,
as so amended in the manner provided by the preceding subsections of this
Section 1 (as so amended, and as the same may be further amended, restated or
otherwise modified in accordance with the terms thereof, the “Amended Securities Purchase Agreement”), shall be in full
force and effect and the terms thereof are hereby ratified and confirmed.


(f)            Parties
Remain the Same.  For avoidance of
any doubt, the parties to the Amended Securities Purchase Agreement from and
after the 2007 SPA Closing shall be the Company, the Investor and the Other
Buyers.  By its acknowledgment and
agreement to the provisions contained in Castlerigg’s Amendment Agreement, the
Collateral Agent is acknowledging and agreeing to the provisions contained in
the Amendment Agreements


 


11





















 


applicable to it in such
capacity (including, among other things, confirming its agreement to act as
collateral agent for the benefit of the Buyers under the Amended and Restated
Pledge Agreement, the Amended and Restated Security Agreement, each Amended and
Restated Deed of Trust, and the Amended and Restated Barnico Guaranty), but is
not otherwise a party to the Amendment Agreements.  By its acknowledgment and agreement to the
provisions contained in Castlerigg’s Amendment Agreement, the Buyer
Representative is acknowledging and agreeing to the provisions contained in the
Amendment Agreements applicable to it in such capacity, but is not otherwise a
party to the Amendment Agreements.


2.             CONSENT
TO AMENDMENTS, ETC.


 


Effective at the 2007 SPA
Closing, the Investor does hereby agree as follows (whether or not otherwise
required in connection therewith):


 


(a)           Amended
and Restated Notes.  The Investor
consents to the amendment and restatement of the Existing Notes by the Amended
and Restated Notes, and to the issuance of the Amended and Restated Notes in
exchange for the Existing Notes.


(b)           New
Note.  The Investor consents to the
issuance of the New Note.


(c)           Amended
and Restated Series A Warrants.  The
Investor consents to the amendment and restatement of the Existing Series A
Warrants by the Amended and Restated Series A Warrants, and to the issuance of
the Amended and Restated Series A Warrants in exchange for the Existing Series
A Warrants.


(d)           New
Series A Warrant and Other New Series A Warrants.  The Investor consents to the issuance of the
New Series A Warrant and the Other New Series A Warrants.


(e)           Amended
and Restated Series B Warrants.  The
Investor consents to the amendment and restatement of the Existing Series B
Warrants by the Amended and Restated Series B Warrants, and to the issuance of
the Amended and Restated Series B Warrants in exchange for the Existing Series
B Warrants.


(f)            New
Series B Warrant.  The Investor
consents to the issuance of the New Series B Warrant.


(g)           Amended
and Restated Registration Rights Agreement. 
The Investor consents to the amendment and restatement of the Existing
Registration Rights Agreement by the Amended and Restated Registration Rights
Agreement.


(h)           Amended
and Restated Pledge Agreement.  The
Investor consents to the amendment and restatement of the Existing Pledge
Agreement by the Amended and Restated Pledge Agreement.


(i)            Amended
and Restated Security Agreement.  The
Investor consents to the amendment and restatement of the Existing Security
Agreement by the Amended and Restated Security Agreement.


 


12






 












 


(j)            Amended
and Restated Barnico Guaranty.  The
Investor consents to the amendment and restatement of the Existing Barnico
Guaranty by the Amended and Restated Barnico Guaranty.


(k)           Amended
and Restated Deeds of Trust.  The
Investor consents to the amendment and restatement of the Existing Deeds of
Trust filed in Anderson, Freestone, Jones and Leon Counties, Texas, by the
Amended and Restated Deeds of Trust encumbering real and personal property
located in those counties.


3.             CERTAIN TERMINATIONS AND WAIVERS.


(a)           Existing
WOG Guaranty, Etc.  It is hereby
acknowledged and agreed that WOG has been dissolved and shall have no further
liability or obligation in connection with the transactions contemplated by
this Agreement.  In furtherance thereof, it
is hereby further acknowledged and agreed as follows: (i) the Existing WOG
Guaranty has terminated, and has no further force or effect; (ii) WOG shall be
released from the Existing Security Agreement, the Existing Pledge Agreement,
the existing Intercreditor and Subordination Agreement and, if any, each other
Transaction Document (as defined in the Existing Securities Purchase Agreement)
to which WOG has been a party, and from any and all past and future obligations
and liabilities thereunder and any and all pledges, security interests or liens
of any kind granted therein; (iii) the Collateral Agent is hereby authorized
and, on such basis the Collateral Agent does hereby authorize, the Company to
file UCC-3 termination statements with respect to the UCC-1 financing
statements filed by or on behalf of the Buyers or the Collateral Agent against
WOG in Texas and Oklahoma and any other jurisdiction or office. Whether or not
otherwise required in connection therewith, the Investor hereby consents to
each of the foregoing.


(b)           Certain
Existing Deeds of Trust.  It is
hereby acknowledged and agreed that, as contemplated by the Jan. 5, 2007 Letter
Agreement, the properties theretofore encumbered by the Existing Deeds of Trust
filed in Archer, Pecos and Wichita Counties, Texas, have been sold and that the
aforesaid encumbrances thereon have been released.  It is hereby further acknowledged and agreed
that the aforesaid Existing Deeds of Trust filed in those counties have no further
force or effect and, to the extent not terminated and released of record, shall
be so terminated and released as promptly as is practicable following the 2007
SPA Closing.  Whether or not otherwise
required in connection therewith, the Investor hereby consents to such
termination.


(c)           Existing
Escrow Agreement.  It is hereby
acknowledged and agreed that the Existing Escrow Agreement is to be terminated
at the 2007 SPA Closing (or as promptly thereafter as is practicable), and have
no further force or effect.  Whether or
not otherwise required in connection therewith, the Investor hereby consents to
such termination.


(d)           Withdrawal
of Existing Redemption Notices.  The
Investor hereby irrevocably withdraws any and all Existing Redemption Notices
given to the Company in connection with the Existing Notes.


 


13





















 


(e)           Waiver
of Existing Defaults. Notwithstanding any provision to the contrary
contained in this Agreement or any other Transaction Document (as defined in
the Existing Securities Purchase Agreement), the Investor hereby irrevocably
waives (i) any and all breaches, defaults, events of default and equity
condition failures by the Company, WOG or Barnico arising under the Existing
Securities Purchase Agreement or any other Existing Transaction Document (as
defined below) prior to the 2007 Closing Date, and (ii) any fees, charges and
penalties arising under the Existing Securities Purchase Agreement or any other
Existing Transaction Document prior to the 2007 Closing Date in connection with
any such breaches, defaults, events of default or equity condition failures; provided,
however, that the waivers granted under this subsection (e) shall
not waive any breach, default, Event of Default or Equity Condition Failure
under the Amended Securities Purchase Agreement or under any Amended
Transaction Document occurring upon or continuing after the 2007 Closing
Date.  By their execution of Castlerigg’s
Amendment Agreement, the Collateral Agent and the Buyer Representative each
hereby joins in each of the foregoing waivers.


4.             CERTAIN DEFINITIONS.


(a)           As
used in this Agreement (but subject to subsection (b), below), the following
definitions shall apply: (i) “Amended Transaction
Documents” means the Amended Securities Purchase Agreement and each
other “Transaction Document” (as defined therein), and, for avoidance of doubt,
also includes this Agreement and the Other Amendment Agreements; (ii) “Existing Transaction Documents” means the Existing
Securities Purchase Agreement and each other “Transaction Document” (as defined
therein) executed and delivered prior to the 2007 SPA Closing; and (iii) “2007 SPA Closing” means the closing of the transactions
contemplated by this Agreement being effected contemporaneously with the
execution and delivery of this Agreement. 
The foregoing defined terms apply solely for purposes of this Agreement,
and do not apply for purposes of the Amended Securities Purchase Agreement.


(b)           The
following terms used in this Agreement are used as defined in (or by reference
from) the Amended Securities Purchase Agreement: “Business Day”;
“Equity Condition Failure”, “Event of Default”, “Fundamental Transaction”;
“Person”; and “Required
Holders”.


 


5.             EFFECTIVENESS;
TERMINATION.


 


                (a)           This
Agreement shall be effective, automatically and without any further act or
approval, upon the execution and delivery by the Company and the Investor of
this Agreement, the execution and delivery by the Company and each Other Buyer
of their respective Other Amendment Agreements, and the execution and delivery
by the Collateral Agent and Buyer Representative of Castlerigg’s Amendment
Agreement.  The Company shall promptly
furnish the Investor with a copy of each Other Amendment Agreement as so fully
executed and delivered, but any delay in the furnishing of such copies shall
not affect the effectiveness of this Agreement or any such Other Amendment
Agreement.


 


14

















 


(b)           In the event that the 2007 SPA Closing does not occur by
November _, 2007, due to the Company’s or the Investor’s failure to satisfy the
conditions set forth in Sections 6A and 7A of the Amended Securities Purchase
Agreement (and the nonbreaching party’s failure to waive such unsatisfied
conditions(s)), the nonbreaching party shall have the option to terminate this
Agreement at the close of business on such date without liability of any party
to any other party; provided, however, if this Agreement is
terminated pursuant to this Section 5(b), the Company shall remain obligated to
reimburse Castlerigg for the expenses described in Section 6(j) below.  Upon such termination, the terms hereof shall
be null and void and the parties shall continue to comply with all terms and
conditions of the Existing Transaction Documents, as in effect prior to the
execution of this Agreement.


6.             MISCELLANEOUS.


(a)           Counterparts.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other parties; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original,
not a facsimile signature.


(b)           Headings.  The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


(c)           Severability.  If any provision of this Agreement is prohibited
by law or otherwise determined to be invalid or unenforceable by a court of
competent jurisdiction, the provision that would otherwise be prohibited,
invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the
remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred
upon the parties.  The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes
as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


(d)           Governing
Law; Jurisdiction; Jury Trial.  All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the
State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit,


 


15





















 


action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of
process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


(e)           No
Third Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


(f)            Further
Assurances.  Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


(g)           No
Strict Construction.  The language
used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be
applied against any party.


(h)           Entire
Agreement; Effect on Prior Agreements; Amendments.  This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof.  This Agreement and the other Amended
Transaction Documents supersede all other prior oral or written agreements
between the Investor, the Company, their affiliates and Persons acting on their
behalf with respect to the matters discussed herein and in the other Amended
Transaction Documents, and contain the entire understanding of the parties with
respect to the matters covered herein and therein; and, except as specifically
set forth herein or therein, neither the Company nor the Investor makes any
representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Agreement may be amended
other than by an instrument in writing signed by the Company and the Required
Holders.  No such amendment shall be
effective to the extent that it applies to less than all of the Buyers.  No provision of this Agreement may be waived
other than by an instrument in writing signed by the party against whom
enforcement is sought.  No consideration
shall be offered or paid to any Other Buyer to amend or consent to a waiver or
modification of any provision of that Other Buyer’s Amendment Agreement unless
the same (or proportionate) consideration also is offered to the Investor for a
corresponding amendment or consent under this Agreement.  The Company has not, directly or indirectly,
made any agreements with the Investor, with any Other Buyer, with the
Collateral Agent or with the Buyer Representative relating to the terms or
conditions of the transactions contemplated by this Agreement and the Other
Amendment Agreements except as set forth herein or therein.


 


16





















 


(i)            Notices.  Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one (1) Business Day after deposit with an
overnight courier service, in each case properly addressed to the party to
receive the same.  The addresses and
facsimile numbers for such communications shall be:


If to the Company:


Wentworth Energy, Inc.


112 E. Oak Street, Suite 200


Palestine, TX 75801

Telephone:              (903) 723-0395

Facsimile:               (903) 723-5368

Attention:                Chief Executive Officer


 


and


Wentworth Energy, Inc.


Suite 306A, 15252 - 32nd
Avenue


Surrey, British Columbia,
V3S 0R7


Canada


Telephone  (604) 536-6055


Facsimile:  (604) 536-6077


Attention:              Chief Financial Officer


 


With copies (for
informational purposes only) to:


Troutman Sanders LLP


401 9th St., N.W.


Suite 1000


Washington, DC 
20004-2134


Telephone:              (202) 274-2810


Facsimile:               (202)
654-5649


Attention:                Todd R. Coles, Esq.


Dieterich
& Associates


11300
W. Olympic, Suite 800


Los
Angeles, California  90064


Telephone:
(310) 312-6888


Facsimile: (310) 312-6680


Attention:  Chris Dieterich


 


17

















 


If to the Investor, to its
address and facsimile number set forth on the 2007 Securities Schedule, with
copies to the Investor’s representatives as set forth on the 2007 Securities
Schedule or on the signature page to this Agreement,


                                                with a copy (for
informational purposes only) to:


Schulte Roth & Zabel LLP


919 Third Avenue


New York, New York  10022


Telephone:              (212) 756-2000


Facsimile:               (212)
593-5955


Attention:                Eleazer N. Klein, Esq.


 


or to such other address
and/or facsimile number and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender’s facsimile machine containing the
time, date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from
an overnight courier service in accordance with clause (i), (ii) or (iii)
above, respectively.


(j)            Expenses.  Each party shall bear its own costs and
expenses relating to the negotiation, execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby. [CASTLERIGG:
[Notwithstanding the immediately preceding sentence, the Company shall
reimburse Castlerigg for its previous legal and due diligence fees and expenses
and its legal and due diligence fees and expenses in connection with the
preparation and negotiation of this Agreement and transactions contemplated
hereby by paying any such amount to Schulte Roth & Zabel LLP (the “Castlerigg Counsel Expense”).  The Castlerigg Counsel Expense shall be paid
by the Company whether or not the 2007 Closing occurs.]]


(k)           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns, including any holders or purchasers of
any Note, Warrant, Warrant Share, Conversion Share or Interest Share of the
Investor (in each case as defined in the Recitals to this Agreement).  The Company shall not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the
Required Holders, including by way of a Fundamental Transaction (unless the
Company is in compliance with the applicable provisions governing Fundamental
Transactions set forth in the Notes and Warrants (each as defined in the Recitals
to this Agreement)).  The Investor may
assign some or all of its rights hereunder without the consent of the Company,
in which event such assignee shall be deemed to be the Investor hereunder with
respect to such assigned rights.


(l)            Survival.  The agreements and covenants set forth herein
shall survive the 2007 SPA Closing.


 


18





















 


(m)          Independent
Nature of Investor’s Obligations and Rights.  The obligations of the Investor under this
Agreement and any other Amended Transaction Document to which it is party are
several and not joint with the obligations of any Other Buyer, and the Investor
shall not be responsible in any way for the performance of the obligations of
any Other Buyer under any Amended Transaction Document.  Nothing contained herein or in any other
Amended Transaction Document, and no action taken by the Investor pursuant
hereto or thereto, shall be deemed to constitute the Investor, together with
any one or more of the Other Buyers, a partnership, an association, a joint
venture or any other kind of entity, or to create a presumption that the
Investor and Other Buyers are in any way acting in concert or as a group with
respect to such obligations or the transactions contemplated by any Amended
Transaction Document.  The Investor
confirms, and the Company acknowledges, that the Investor has independently
participated in the negotiation of the transactions contemplated hereby with
the advice of its own counsel and advisors. 
The Investor shall be entitled to independently protect and enforce its
rights, including, without limitation, its rights arising out of this Agreement
or out of any other Amended Transaction Document, and it shall not be necessary
for any Other Buyer to be joined as an additional party in any proceeding for
such purpose.


[Signature Page Follows]


 


19

















 


IN WITNESS WHEREOF, the Investor and the
Company have caused their respective signature page to this Agreement to be
duly executed as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  WENTWORTH
  ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


IN WITNESS WHEREOF, the Investor and the
Company have caused their respective signature page to this Agreement to be
duly executed as of the date first written above.


	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  BUYER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






 












 


SCHEDULES AND EXHIBITS


TO


AMENDMENT AGREEMENT


	
  Exhibit No.

  	
   

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  —

  	
   

  	
  2007 Securities Schedule

  	
   

  
	
  —

  	
   

  	
  Amended and Restated
  Schedules to Securities Purchase Agreement.

  	
   

  
	
  SPAA

  	
   

  	
  Securities Purchase
  Agreement Amendments.

  	
   

  
	
  A-1

  	
   

  	
  Form of Amended and Restated
  Notes.

  	
   

  
	
  A-2

  	
   

  	
  Form of New Notes.

  	
   

  
	
  B-1

  	
   

  	
  Form of Amended and
  Restated Series A Warrants.

  	
   

  
	
  B-2

  	
   

  	
  Form of New Series A
  Warrants/ Other New Series A Warrants.

  	
   

  
	
  C-1

  	
   

  	
  Form of Amended and
  Restated Series B Warrants.

  	
   

  
	
  C-2

  	
   

  	
  Form of New Series B
  Warrants.

  	
   

  
	
  D-1

  	
   

  	
  Form of Amended and
  Restated Registration Rights Agreement.

  	
   

  
	
  E-1

  	
   

  	
  Form of Amended and
  Restated Pledge Agreement.

  	
   

  
	
  F-1

  	
   

  	
  Form of Amended and
  Restated Security Agreement.

  	
   

  
	
  G-1

  	
   

  	
  Form of Amended and
  Restated Barnico Guaranty.

  	
   

  
	
  J-1

  	
   

  	
  Form of Outside Company
  Counsel Opinion (2007 Closing).

  	
   

  
	
  K-1

  	
   

  	
  Form of Secretary
  Certificate (2007 Closing).

  	
   

  
	
  L-1

  	
   

  	
  Form of Officer’s
  Certificate (2007 Closing).

  	
   

  
	
  O-1

  	
   

  	
  Form of Amended and
  Restated Deeds of Trust.

  	
   

  



 

















 


2007 SECURITIES SCHEDULE


TO


AMENDMENT AGREEMENT


 


SCHEDULE OF BUYERS


 


	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  	
   

  	
  (9)

  	
   

  	
  (10)

  	
   

  	
  (11)

  	
   

  	
  (12)

  	
   

  
	
  Buyer

  	
   

  	
  Address
  and

  Facsimile Number

  	
   

  	
  

  Aggregate

  Principal

  Amount

  of Amended

  and Restated

  Notes

  	
   

  	
  

  Aggregate

  Principal

  Amount of

  New Notes

  	
   

  	
  Number
  of

  Amended

  and Restated

  Series A

  Warrant

  Shares

  	
   

  	
  Number
  of

  New Series

  A Warrant

  Shares

  	
   

  	
  Number
  of

  Amended

  and Restated

  Series B

  Warrant

  Shares

  	
   

  	
  Number
  of

  New Series B

  Warrant

  Shares

  	
   

  	
  Purchase

  Price

  	
   

  	
  Amount
  of

  Escrow

  Funds to be

  Released for New Series

  A Warrants

  	
   

  	
  Number

  of Other

  New

  Series A Warrant

  Shares

  	
   

  	
  Legal

  Representative’s

  Address and

  Facsimile

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Castlerigg
  Master Investments Ltd.

  	
   

  	
  c/o Sandell 

  Asset Management 

  40 West 57th St 26th Floor

  New York, NY 10019 

  Attention: Cem Hacioglu/Matthew Pliskin Fax: 

  212-603-5710 Telephone:

  212-603-5700 Residence: 

  British Virgin Islands

  	
   

  	
  $30,155,531.37

  	
   

  	
  $5,000,000

  	
   

  	
  35,645,300

  	
   

  	
  7,142,857

  	
   

  	
  10,051,845

  	
   

  	
  1,666,667

  	
   

  	
  $5,000,000

  	
   

  	
  $1,654,416.44

  	
   

  	
  2,316,182

  	
   

  	
  Schulte Roth & Zabel LLP 

  919 Third Avenue 

  New York, New York 10022 Attention: Eleazer Klein, Esq. Facsimile: (212
  593-5955 Telephone: 

  (212 756-2376

  	
   

  
	
  YA
  Global Investments, L.P. (f/k/a Cornell Capital Partners L.P.)

  	
   

  	
  101 Hudson Street Suite 3700 

  Jersey City, NJ 07303

  Attention: Mark Angelo Facsimile: (201 985-8266 Telephone: 

  (201 985-8300 Residence: Delaware

  	
   

  	
  $11,308,324.27

  	
   

  	
  $0

  	
   

  	
  13,366,987

  	
   

  	
  0

  	
   

  	
  3,769,441

  	
   

  	
  0

  	
   

  	
  $0

  	
   

  	
  $620,406.17

  	
   

  	
  868,569

  	
   

  	
  Troy Rillo, Esq. 101 Hudson Street — Suite 3700
  Jersey City, New Jersey 07302 Telephone:(201 985-8300 Facsimile: (201
  985-8266

  	
   

  
	
  Highbridge
  International LLC

  	
   

  	
  c/o Highbridge Capital Management, LLC 

  9 West 57th Street, 27th Floor New York, 

  New York 10019 Attention: 

  Ari J. Storch Adam J. Chill Facsimile:

  (212 751-0755 Telephone: 

  (212 287-4720 Residence: Cayman Islands

  	
   

  	
  $3,769,441.42

  	
   

  	
  $0

  	
   

  	
  4,455,662

  	
   

  	
  0

  	
   

  	
  1,256,480

  	
   

  	
  0

  	
   

  	
  $0

  	
   

  	
  $206,802.06

  	
   

  	
  289,523

  	
   

  	
   

  	
   

  
	
  CAMOFI
  Master LDC

  	
   

  	
  c/o Centrecourt Asset Management

  350 Madison Avenue, 8th Floor New York. NY 10017 

  Telephone: 

  646-758-6750 Facsimile: 

  646-758-6751 Residence: Cayman Islands

  	
   

  	
  $2,261,664.85

  	
   

  	
  $0

  	
   

  	
  2,673,397

  	
   

  	
  0

  	
   

  	
  753,888

  	
   

  	
  0

  	
   

  	
  $0

  	
   

  	
  $124,081.23

  	
   

  	
  173,714

  	
   

  	
   

  	
   

  
	
  GunnAllen
  Financial, Inc.

  	
   

  	
  5002 West Waters Avenue 

  Tampa, FL 33634 Attention:

  James DiCesaro Fax: 

  813-569-2553 Telephone: 

  813-282-0808 Residence: Tampa, FL

  	
   

  	
  $678,499.46

  	
   

  	
  $0

  	
   

  	
  802,019

  	
   

  	
  0

  	
   

  	
  226,166

  	
   

  	
  0

  	
   

  	
  $0

  	
   

  	
  $37,224.37

  	
   

  	
  52,114

  	
   

  	
  David Jarvis 5002 West Waters Avenue Tampa, FL 33634
  Attention: David Jarvis Facsimile: (813 217-7038 Telephone: (813 282-0808

  	
   

  
	
  Sam
  DelPresto

  	
   

  	
  9 Ryan Lane Lincroft, NJ 07738 

  Telephone: 732.224.0060 Facsimile: 732.741.7885 Residence: 

  New Jersey

  	
   

  	
  $603,110.63

  	
   

  	
  $0

  	
   

  	
  712,906

  	
   

  	
  0

  	
   

  	
  201,037

  	
   

  	
  0

  	
   

  	
  $0

  	
   

  	
  $33,088.33

  	
   

  	
  46,324

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  $48,776,572.00

  	
   

  	
  $5,000,000.00

  	
   

  	
  57,656,271

  	
   

  	
  7,142,857

  	
   

  	
  16,258,857

  	
   

  	
  1,666,667

  	
   

  	
  $5,000,000.00

  	
   

  	
  $2,676,018.60

  	
   

  	
  3,746,426

  	
   

  	
   

  	
   

  



 


2

















 


EXHIBIT SPAA


TO


AMENDMENT AGREEMENT


 


Securities Purchase Agreement Amendments


1.                                       The
introductory paragraph to the Existing Securities Purchase Agreement shall be
deleted in its entirety and replaced with the following:


                “SECURITIES PURCHASE AGREEMENT, dated as of July 24, 2006
(the “2006 Agreement”), as amended by the
Subsequent Modifications (as defined below) (the 2006 Agreement, as so amended,
the “Existing Agreement”), as amended as of
October 31, 2007 by those certain Amendment Agreements (as defined below) (the
Existing Agreement, as so amended, and as the same may be further amended,
restated or otherwise modified from time to time in accordance with the terms
hereof, this “Agreement”), by and among
Wentworth Energy, Inc., an Oklahoma corporation (the “Company”)
with headquarters located as of the 2007 Closing Date (as defined below) at
Suite 200, 112 E. Oak Street, Palestine, Texas 75801, and the investors listed
on the Schedule of Buyers attached hereto (individually, a “Buyer”, and, collectively, the “Buyers”).


2.                                       The Recitals to
the Existing Securities Purchase Agreement shall be deleted in their entirety
and replaced with the following:


“WHEREAS:


A.            The
Company and each Buyer are executing and delivering this Agreement, and are
consummating the transactions contemplated hereby, in reliance upon the
exemption from securities registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “1933
Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States
Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


B.            Pursuant to the 2006 Agreement, among other things, the
Buyers purchased from the Company, for an aggregate original purchase price of
$32,350,000: (i) an aggregate original principal amount of $32,350,000 of
senior secured convertible notes (the “2006 Notes”), which are convertible
into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in accordance with the
terms thereof (as converted, collectively, the “2006
Conversion Shares”) and interest on which notes, at the option of
the Company, and subject to certain conditions, may be paid in shares of Common
Stock (collectively, the “2006 Interest Shares”);
(ii) warrants (denominated as “Series A Warrants”) to purchase common stock
(the “2006 Series A Warrants”), which warrants originally were
exercisable for an aggregate of 46,214,287 shares of Common Stock; and (iii)
warrants (denominated as “Series B Warrants”) to purchase common stock (the “2006 Series B Warrants”,
and together with the 2006


 


3

















 


Series A Warrants, “2006 Warrants”), which warrants
originally were exercisable for an aggregate of 16,170,000 shares of Common
Stock.


C.            Contemporaneously
with the consummation of the transactions contemplated by the 2006 Agreement:
(i) the Company and its then-existing subsidiary, Wentworth Oil & Gas,
Inc., a Nevada corporation (“WOG”), entered
into that certain Pledge Agreement, dated as of July 25, 2006 (the “2006 Pledge Agreement”), in favor of Castlerigg Master
Investments Ltd., a British Virgin Islands company (“Castlerigg”)
acting in its capacity as collateral agent (in such capacity, the “Collateral
Agent”) for the benefit of the Buyers; (ii) the Company and WOG entered into
that certain Security Agreement, dated as of July 25, 2006 (the “2006 Security Agreement”),
in favor of the Collateral Agent for the benefit of the Buyers; and (iii) WOG
entered into that certain Guaranty, dated as of July 25, 2006 (the “2006 WOG Guaranty”),
in favor of the Collateral Agent for the benefit of the Buyers.


D.            The proceeds received by the Company from the issuance of
the 2006 Notes, 2006 Series A Warrants and 2006 Series B Warrants at the
closing under the 2006 Agreement (the “2006 Closing”)
were used by the Company in order to, among other things, purchase all of the
outstanding stock of Barnico Drilling, Inc., a Texas corporation (“Barnico”).  In
conjunction with that acquisition, on or about August 8, 2006: (i) in
accordance with Section 4(b) of the 2006 Pledge Agreement, the Company entered
into that certain Pledge Amendment, dated on or about August 8, 2006 (the “2006 Pledge Amendment”), amending the 2006 Pledge Agreement
to include as collateral thereunder the shares of Barnico capital stock
referenced in the 2006 Pledge Amendment; (ii) in accordance with Section 5(m)
of the 2006 Security Agreement, Barnico entered into that certain Joinder
Agreement, dated on or about August 8, 2006 (the “2006 Joinder
Agreement”), for the benefit of the Collateral Agent, to join the
2006 Security Agreement as a party thereto and collateral grantor thereunder;
and (iii) in accordance with Section 5(m) of the 2006 Security Agreement,
Barnico entered into that certain Guaranty, dated on or about August 8, 2006
(the “2006  Barnico
Guaranty”), in favor of the Collateral Agent for the benefit of the
Buyers.


E.             In connection with the execution and delivery of the
2006 Agreement, the Company and the Buyers entered into that certain
Registration Rights Agreement, dated as of July 25, 2006 (the “2006  Registration Rights
Agreement”), pursuant to which the Company agreed to provide certain
registration rights with respect to the Registrable Securities (as defined
therein) under the 1933 Act, and the rules and regulations promulgated
thereunder, and applicable state securities laws.


F.             As contemplated by Section 4(v) of the Existing
Agreement, the Company entered into those certain seven separate instruments or
agreements, each entitled Deed of Trust, Mortgage, Assignment of Production,
Security Agreement, Fixture Filing and Financing Statement, and each dated
August 2006 (collectively, the “2006  Deeds of Trust”), to Terry I. Cross, as trustee thereunder,
for the benefit of the Collateral Agent as mortgagee thereunder, which
respectively were filed of record in the following counties in the State of
Texas: (i) Anderson, on September 8, 2006 (vol. 1900, page 794); (ii) Archer,
on September 11, 2006 (vol. 671, page 803); (iii) Freestone, on September 8,
2006 (vol. 1373, page 445); (iv) Jones, on September 11, 2006 (vol. 249, page
384); (v)


 


4

















 


Leon, on September 8, 2006
(vol. 1276, page 682); (vi) Pecos, on September 11, 2006 (vol. 348, page 591);
and (vii) Wichita, on September 11, 2006 (vol. 3010, page 857).  Subsequently, in accordance with the terms of
the Jan. 5, 2007 Letter Agreement (as defined below), the 2006 Deeds of Trust
filed in Archer, Pecos and Wichita Counties, Texas, have been or are to be
released.


G.            As contemplated by Section 4(r) of the Existing
Agreement, the Company entered into that certain Escrow Agreement, dated as of
September 8, 2006 (the “2006  Escrow Agreement”), with Castlerigg, acting in its capacity
as “Buyer Representative” on behalf of the Buyers, and Capital One, a national
banking association, as escrow agent thereunder.


H.            Subsequent to the 2006 Closing, the following instruments
and agreements (collectively, the “Subsequent Modifications”)
have been entered into (in addition to the other instruments and agreements
specifically referenced in these Recitals): (i) the Company and the Collateral
Agent entered into that certain waiver, dated as of August 9, 2006 (the “Aug. 9, 2006 Waiver”), pursuant to which, among other
things, the Collateral Agent waived certain provisions of the 2006 Security
Agreement pertaining to the filing of financing statements (the Aug. 9, 2006
Waiver being the same waiver described in the Aug. 22, 2006 Waiver (defined
below) as having been dated as of August 8, 2006); (ii) the Company, the Buyers
and the Collateral Agent entered into that certain waiver, dated as of August
22, 2006 (the “Aug. 22, 2006 Waiver”), pursuant
to which, among other things, the parties thereto effected certain waivers and
other modifications to the provisions of the 2006 Agreement and other
agreements as referenced therein; (iii) the Company and certain of the Buyers
entered into those certain waivers, dated as of September 21, 2006 (the “Sept. 21, 2006 Waiver”), pursuant to which, among other
things, the respective Buyers waived and modified certain provisions of the
Existing Agreement pertaining to the delivery of real estate title opinions;
(iv) the Company and certain of the Buyers entered into those certain letter
agreements, each dated September 28, 2006 (the “Sept. 28,
2006 Letter Agreements”), pursuant to which, among other things, the
respective Buyers waived certain provisions of the Existing Agreement and the
2006 Pledge Agreement in connection with a certain settlement respecting
Redrock Energy, Inc., a Nevada corporation (f/k/a Redrock Oil Sands, Inc.) (“Redrock”); (v) the Company and each of the Buyers entered
into those certain letter agreements, each dated on or about November 7, 2006
(the “Nov. 7, 2006 Letter Agreements”),
pursuant to which, among other things, the respective Buyers waived certain
provisions of the 2006 Registration Rights Agreement pertaining to the
effectiveness deadline thereunder; and (vi) the Company and the Collateral
Agent, as mortgagee under the 2006 Deeds of Trust, entered into that certain
letter agreement, dated January 5, 2007 (the “Jan. 5, 2007
Letter Agreement”), pursuant to which, among other things, the 2006
Deeds of Trust filed in Archer, Pecos and Wichita Counties have been or are to
be released.


I.              The 2006 Pledge Agreement, as amended or otherwise
modified by the 2006 Pledge Amendment and by one or more of the Subsequent
Modifications, is referred to as the “Existing Pledge Agreement”.  The 2006 Security Agreement, as amended or
otherwise modified by the 2006 Joinder Agreement and by one or more of the
Subsequent Modifications, is referred to as the “Existing
Security Agreement”.  The 2006
Registration Rights Agreement, as amended or otherwise modified by one or more


 


5

















 


of the Subsequent
Modifications, is referred to as the “Existing Registration
Rights Agreement”.  The 2006
Notes, 2006 Series A Warrants, 2006 Series B Warrants, 2006 WOG Guaranty, 2006
Barnico Guaranty, 2006 Deeds of Trust and 2006 Escrow Agreement are sometimes
referred to as the “Existing Notes”,
“Existing Series A Warrants”, “Existing Series B Warrants”, “Existing WOG
Guaranty”, “Existing Barnico Guaranty”,
“Existing Deeds of Trust”, and “Existing Escrow Agreement”, respectively.


J.             Certain disputes have arisen between the Company, WOG
and Barnico, on the one hand, and the Buyers, Collateral Agent and Buyer
Representative, on the other hand, relating to, among other things, the failure
or inability of the Company to comply with its registration obligations under
the Existing Registration Rights Agreement. 
In connection with such disputes, one or more of the Buyers delivered
event of default redemption notices (the “Existing Redemption
Notices”) to the Company; and the Collateral Agent, as mortgagee
under the Existing Deeds of Trust, posted foreclosure notices in respect
thereof.  The Collateral Agent and
Castlerigg, also entered into certain temporary forbearance agreements,
thereafter joined in by certain or all of the other Buyers, pursuant to which
the Collateral Agent and those Buyers agreed to forbear temporarily from
foreclosing under the Existing Deeds of Trust and exercising their remedies
under one or more of the other collateral documents.


K.            The Company and Barnico have concluded negotiations with
each Buyer, as well as with the Collateral Agent and Buyer Representative; such
that the parties to those negotiations desire to enter into documentation that,
collectively, will waive all existing defaults (other than defaults occurring
upon or continuing after the 2007 Closing Date) and moot all Existing
Redemption Notices.  In furtherance
thereof: (i) the Company and the Buyers are entering into those certain
Amendment Agreements, each dated as of October 31, 2007 (collectively, the “Amendment Agreements”); and (ii) the Collateral Agent and
the Buyer Representative, by their acknowledgment and agreement to the
provisions contained in Castlerigg’s Amendment Agreement, are acknowledging and
agreeing to the provisions contained in the Amendment Agreements respectively
applicable to them.


L.             In accordance with the provisions of the Amendment
Agreements, effective as of the 2007 Closing Date, the Existing Agreement is
being amended in the manner provided in the Amendment Agreements in order to,
among other things:


(i)            provide for the amendment and
restatement of the Buyers’ Existing Notes, as of the 2007 Closing Date, by the
Company’s issuance to the Buyers of amended and restated senior secured
convertible notes substantially in the form attached hereto as Exhibit A-1
(the “Amended and Restated Notes”), with each
Buyer’s Amended and Restated Note to be issued in the principal amount set
forth opposite such Buyer’s name in column (3) on the Schedule of Buyers
attached hereto, and with such notes to be convertible into shares of Common
Stock (the “Amended and Restated Conversion Shares”) in accordance with the terms thereof, and with interest on such notes to
be paid, at the option of the Company, and subject to certain
conditions, in shares of Common Stock (the “Amended and
Restated Interest Shares”);


 


6

















 


(ii)           provide for the
amendment and restatement of the Buyers’ Existing Series A Warrants, as of the
2007 Closing Date, by the Company’s issuance to the Buyers of amended and
restated warrants substantially in the form attached hereto as Exhibit B-1
(the “Amended and Restated Series A Warrants”), with each Buyer’s
Amended and Restated Series A Warrant to be exercisable to acquire shares of
Common Stock (collectively, the “Amended and Restated Series A Warrant Shares”), initially in that number of shares
of Common Stock set forth opposite such Buyer’s name in column (5) on the
Schedule of Buyers attached hereto;


 


(iii)          provide for the
amendment and restatement of the Buyers’ Existing Series B Warrants, as of the
2007 Closing Date, by the Company’s issuance to the Buyers of amended and
restated warrants substantially in the form attached hereto as Exhibit C-1
(the “Amended and Restated Series B Warrants”; the Amended and
Restated Series B Warrants and the Amended and Restated Series A Warrants,
collectively, the “Amended and Restated
Warrants”), with each Buyer’s Amended and Restated Series B Warrant
to be exercisable to acquire shares of Common Stock (collectively, the “Amended and Restated
Series B Warrant Shares”)
(the Amended and Restated Series B Warrant Shares and the Amended and Restated
Series A Warrant Shares, collectively, the “Amended and
Restated Warrant Shares”), initially in that number of shares of
Common Stock set forth opposite such Buyer’s name in column (7) on the Schedule
of Buyers attached hereto;


 


(iv)          provide for the
Company’s issuance to Castlerigg, as of the 2007 Closing Date, of a new senior
secured convertible note substantially in the form attached hereto as Exhibit
A-2 (the “New Note”, and together with the
Amended and Restated Notes, the “Notes”), with
Castlerigg’s New Note to be issued in the principal amount set forth opposite
Castlerigg’s name in column (4) on the Schedule of Buyers attached hereto, and
with such note to be convertible into shares Common Stock (collectively, the “New Conversion Shares”, and together with the Amended and
Restated Conversion Shares, the “Conversion Shares”) in accordance with the terms thereof; and
with interest on such note to be paid, at the option of the Company, and
subject to certain conditions, in shares of Common Stock (collectively, the “New Interest Shares”, and together with the Amended and
Restated Interest Shares, the “Interest Shares”);


 


(v)           provide for the
Company’s issuance to Castlerigg, as of the 2007 Closing Date, of a new warrant
(designated as “Series A Warrant”) substantially in the form attached hereto as
Exhibit B-2 (the “New Series A Warrant”), with Castlerigg’s New
Series A Warrant to be exercisable to acquire shares of Common Stock
(collectively, the “New Series A Warrant Shares”), initially in that number of shares
of Common Stock set forth opposite Castlerigg’s name in column (6) on the
Schedule of Buyers attached hereto;


 


(vi)          provide for the
Company’s issuance to the Buyers, as of the 2007 Closing Date, of new warrants
(designated as “Series A Warrants”) substantially


 


7

















 


in the form attached hereto
as Exhibit B-2 (the “Other New Series A Warrants”), with each Buyer’s
Other New Series A Warrant to be exercisable to acquire shares of Common Stock
(collectively, the “Other New Series A Warrant
Shares”), initially
in that number of shares of Common Stock set forth opposite such Buyer’s name
in column (11) on the Schedule of Buyers attached hereto; and


 


(vii)         provide for the
Company’s issuance to Castlerigg, as of the 2007 Closing Date, of a new warrant
(designated as “Series B Warrant”) substantially in the form attached hereto as
Exhibit C-2 (the “New Series B Warrant”) (the New Series B
Warrant, the New Series A Warrant and the Other New Series A Warrants,
collectively, the “New Warrants”) (the Amended and Restated Warrants and the
New Warrants, collectively, the “Warrants”),, with Castlerigg’s New Series B
Warrant to be exercisable to acquire shares of Common Stock (the “New Series B Warrant
Shares”) (the New
Series B Warrant Shares, the New Series A Warrant Shares and the Other New
Series A Warrant Shares, collectively, the “New Warrant
Shares”) (the Amended and
Restated Warrant Shares and the New Warrant Shares, collectively, the “Warrant Shares”), initially
in that number of shares of Common Stock set forth opposite Castlerigg’s name
in column (8) on the Schedule of Buyers attached hereto.


 


M.           The Notes, the Conversion Shares, the Interest Shares, the
Warrants and the Warrant Shares collectively are referred to herein as the “Securities”.


N.            In accordance with the provisions of the Amendment
Agreements, effective as of the 2007 Closing Date, the following additional
transactions (among others) shall occur:


(i)            the Company, Barnico and the
Collateral Agent shall execute and deliver a certain Amended and Restated
Security Agreement, substantially in the form attached hereto as Exhibit F-1
(as so executed and delivered, and as thereafter amended, restated or otherwise
modified thereby in accordance with the terms thereof, the “Amended and Restated Security Agreement”), which shall
completely amend, restate and supersede the Existing Security Agreement in
order to (among other things) restate and continue the security interest
created thereunder, reflect the removal of WOG as a party thereto and
collateral grantor thereunder, and otherwise give effect to the Amendment
Agreements and the transactions contemplated thereby;


 


(ii)           the Company and the Collateral Agent
shall execute and deliver a certain Amended and Restated Pledge Agreement,
substantially in the form attached hereto as Exhibit E-1 (as so executed
and delivered, and as thereafter amended, restated or otherwise modified
thereby in accordance with the terms thereof, the “Amended and
Restated Pledge Agreement”), which shall completely amend, restate
and supersede the Existing Pledge Agreement in order to (among other things)
restate and continue the security interest created thereunder, reflect the
removal of WOG as a party thereto and pledgor thereunder, and otherwise give
effect to the Amendment Agreements and the transactions contemplated thereby;


 


8

















 


(iii)          the Company and the Collateral Agent,
in its capacity as mortgagee under the Existing Deeds of Trust, with the consent
of the trustee under the Existing Deeds of Trust and the consent of each Buyer
(as granted under the Amendment Agreements), shall execute and deliver four
separate instruments or agreements, each entitled Amended and Restated Deed of
Trust, Mortgage, Assignment of Production, Security Agreement, Fixture Filing
and Financing Statement, to Terry I. Cross, as trustee, for the benefit of the
Collateral Agent as mortgagee, each substantially in the form attached hereto
as Exhibit O-1 (as so executed and delivered, and as thereafter amended,
restated or otherwise modified thereby in accordance with the terms thereof,
the “Amended and Restated Deeds of Trust”),
which shall completely amend, restate and supersede the Existing Deeds of Trust
filed in Anderson, Freestone, Jones and Leon Counties, Texas, in order to
(among other things) restate and continue the lien and security interest
created thereunder, and otherwise give effect to the Amendment Agreements and
the transactions contemplated thereby (it being understood and agreed that, as
acknowledged in the Amendment Agreements, the Existing Deeds of Trust filed in
Archer, Pecos and Wichita Counties, Texas, have no further force or effect and
have been or are to be released);


 


(iv)          Barnico shall execute and deliver a
certain Amended and Restated Barnico Guaranty, substantially in the form
attached hereto as Exhibit G-1 (as so executed and delivered, and as
thereafter amended, restated or otherwise modified thereby in accordance with
the terms thereof, the “Amended and Restated
Barnico Guaranty”, and together with the Amended and Restated
Security Agreement and the Amended and Restated Pledge Agreement, the “Security Documents”), which shall completely amend, restate
and supersede the Existing Barnico Guaranty in order to (among other things)
restate and continue the guarantee made thereunder, and otherwise give effect
to the Amendment Agreements and the transactions contemplated thereby (it being
understood and agreed that, as acknowledged in the Amendment Agreements, the
Existing WOG Guaranty has terminated and has no further force or effect); and


 


(v)           the Company and the Buyers shall
execute and deliver a certain Amended and Restated Registration Rights
Agreement, substantially in the form attached hereto as Exhibit D-1 (as
so executed and delivered, and as thereafter amended, restated or otherwise
modified thereby in accordance with the terms thereof, the “Amended and Restated Registration Rights Agreement”), which
shall completely amend, restate and supersede the Existing Registration Rights
Agreement, and pursuant to which the Company shall agree to provide certain
registration rights with respect to the Registrable Securities (as defined
therein) under the 1933 Act and the rules and regulations promulgated thereunder,
and applicable state securities laws;


 


O.            The amendment
and restatement of the Buyers’ Existing Notes by the Buyers’ Amended and
Restated Notes, the amendment and restatement of the Buyers’ Existing Series A
Warrants by the Buyers’ Amended and Restated Series A Warrants, and the
amendment and restatement of the Buyers’ Existing Series B Warrant by the


 


9
















 


Buyers’
Amended and Restated Series B Warrants, as well as the issuance of the Amended
and Restated Barnico Guaranty in connection therewith, are being made in
reliance upon the exemption from registration provided by Section 3(a)(9) of
the 1933 Act.


P.             In accordance with the provisions of the Amendment
Agreements, on the 2007 Closing Date (or as promptly thereafter as is
practicable), the Existing Escrow Agreement shall be terminated.


Q.            Contemporaneously
with the 2007 Closing (as defined below), the Company and YA Global Investments,
L.P., a Cayman Islands exempt limited partnership (“YA Global”)
f/k/a Cornell Capital Partners, L.P., are
executing that certain Amendment and Exchange Agreement, dated as of the date
of this Agreement (the “YA Global Amendment
and Exchange Agreement”),
pursuant to which, among other things, the Company and YA Global are agreeing:
(i) to amend and restate those certain Secured Convertible
Debentures dated on or about January 12, 2006, with an aggregate original
purchase price of $1,500,000 (the “YA Global Debentures”),
purchased by YA Global from the Company pursuant
to that certain Securities Purchase Agreement, dated as of January 12, 2006, by
and between the Company and YA Global (the “YA Global Securities Purchase Agreement”); (ii) to amend and restate those certain Warrants, dated as of
January 12, 2006, by and between the Company and YA Global (the “YA Global Warrants”), which are exercisable, in the
aggregate, into 1,500,000 shares of the Company’s Common Stock; (iii) to amend that certain Security Agreement, dated as
of January 12, 2006, by the Company in favor of YA Global; (iv) to terminate that certain Security Agreement, dated as
of January 12, 2006, by WOG in favor of YA Global; and (v) to amend and grant
certain waivers in respect of the YA Global Securities Purchase Agreement, the
YA Global Debentures, the YA Global Warrants, the YA Global Security Agreement,
and other transaction documents associated therewith.”


3.           
Section 1 of the Existing Securities Purchase Agreement, which pertained
to certain transactions which were consummated at the 2006 Closing and which
has no continuing force or effect, shall be amended as follows:


(a)           The
heading to Section 1 shall be amended to read in its entirety as follows: “PURCHASE
AND SALE OF 2006 NOTES AND 2006 WARRANTS AT 2006 CLOSING.”


(b)           The
defined term “Closing”, as defined in Section 1(a), shall be deleted.


(c)           The
defined term “Purchase Price”, as defined in Section 1(c), shall be amended to
read “2006 Purchase Price”.


(d)           The
defined term “Closing Date”, as defined in Section 1(d), shall be amended to
read “2006 Closing Date”.


(e)           All
other references in Section 1 to “Closing Date”, “Notes”, “Series A Warrants”,
“Series B Warrants”, “Closing”, “Warrants”, and “Purchase Price” shall be
amended to be references to “2006 Closing Date”, “2006 Notes”, “2006 Series A
Warrants”, “2006 Series B Warrants”, “2006 Closing”, “2006 Warrants”, and


 


10

















 


              
“2006 Purchase Price”, respectively; and all references in Section 1 to
“Warrant Shares” shall be amended to be references to the shares of Common
Stock issuable upon exercise of the respective 2006 Warrants.


4.          
The Existing Securities Purchase Agreement shall be amended to add the
following new Section 1-A immediately before Section 2 thereof:


“1-A.      AMENDMENT
AND RESTATEMENT OF EXISTING NOTES AND EXISTING WARRANTS; PURCHASE AND SALE OF
NEW NOTE AND NEW WARRANTS.


                                                (a)           Amendment and Restatement of
Existing Notes and Existing Warrants and Purchase and Sale of New Note and New
Warrants.  Subject to satisfaction
(or waiver) of the conditions to the 2007 Closing set forth in Sections 6-A and
7-A below, at the 2007 Closing: (i) each Buyer shall surrender its Existing
Note, its Existing Series A Warrant and its Existing Series B Warrant to the
Company, and the Company shall issue and deliver to such Buyer (A) an Amended
and Restated Note in the principal amount set forth opposite such Buyer’s name
in column (3) on the Schedule of Buyers attached hereto, (B) an Amended and
Restated Series A Warrant to acquire that number of Amended and Restated Series
A Warrant Shares as is set forth opposite such Buyer’s name in column (5) on
the Schedule of Buyers attached hereto, and (C) an Amended and Restated Series
B Warrant to acquire that number of Amended and Restated Series B Warrant
Shares as is set forth opposite such Buyer’s name in column (7) on the Schedule
of Buyers attached hereto; (ii) the Company shall issue and sell to each Buyer,
and each Buyer agrees to purchase from the Company, an Other New Series A
Warrant to acquire that number of Other New Series A Warrant Shares as is set
forth opposite such Buyer’s name in column (11) on the Schedule of Buyers
attached hereto; and (iii) the Company shall issue and sell to Castlerigg, and
Castlerigg agrees to purchase from the Company, (A) a New Note in a principal
amount as is set forth opposite Castlerigg’s name in column (4) on the Schedule
of Buyers attached hereto, (B) a New Series A Warrant to acquire that number of
New Series A Warrant Shares as is set forth opposite Castlerigg’s name in
column (6) on the Schedule of Buyers attached hereto, and (C) a New Series B
Warrant to acquire that number of New Series B Warrant Shares as is set forth
opposite Castlerigg’s name in column (8) on the Schedule of Buyers attached
hereto.


                                                (b)           Closing Date.  The date and time of the closing (the “2007 Closing”) of the transactions
contemplated by this Section 1-A (the “2007
Closing Date”) shall occur contemporaneously with the execution and
delivery of the Amendment Agreements, subject to notification of satisfaction
(or waiver) of the conditions to the 2007 Closing set forth in Sections 6-A and
7-A below (or such other time and date as is mutually agreed to by the Company
and the Buyers).  The 2007 Closing shall
occur on the 2007 Closing Date at the offices of Schulte Roth & Zabel LLP,
919 Third Avenue, New York, New York 10022.


                                                (c)           Delivery.  At the 2007 Closing, the Company shall
deliver to each Buyer its Amended and Restated Note, Amended and Restated
Warrants, New Note and New Warrants, as applicable.  All of the foregoing securities shall be
delivered in each case duly executed on behalf of the Company and registered in
the name of the Buyer or


 


11

















 


its designee (so long as any such designee is
an “accredited investor” as that term is defined in Rule 501(d) of Regulation D
as promulgated by the SEC under the 1933 Act (“Regulation D”)).


                                                (d)           Purchase Price.  Each Buyer’s Amended and Restated Note,
Amended and Restated Series A Warrant and Amended and Restated Series B Warrant
shall be issued to such Buyer in exchange for such Buyer’s Existing Note,
Existing Series A Warrant and Existing Series B Warrant, respectively, and
without the payment of any additional consideration therefor.  The aggregate purchase price for Castlerigg’s
New Note, New Series A Warrant and New Series B Warrant to be purchased by
Castlerigg at the 2007 Closing shall be the amount set forth opposite
Castlerigg’s name in column (9) of the Schedule of Buyers attached hereto (the
“Purchase Price”).  The Other New Series A Warrants shall be
issued to each Buyer in exchange for termination of the escrow arrangements contemplated
in Section 4(r) of the Existing Agreement and the full release to the Company
of the amount of Escrow Funds (as defined in said Section 4(r)) set forth
opposite such Buyer’s name in column (10) of the Schedule of Buyers attached
hereto.  Castlerigg shall pay the
Purchase Price (net of any unpaid Castlerigg Counsel Expense, as defined in
Section 6(j) of Castlerigg’s Amendment Agreement) to the Company for the New
Note, New Series A Warrant and New Series B Warrant to be issued and sold to
Castlerigg at the 2007 Closing by wire transfer of immediately available funds
in accordance with the Company’s written wire instructions.


5.          
The Existing Securities Purchase Agreement shall be amended to add the
following new Section 2-A immediately before Section 3 thereof:


                                “2-A.      BUYER’S 2007 CLOSING REPRESENTATIONS
AND WARRANTIES.


                                (a)           Buyer Bring Down.  Each Buyer hereby represents and warrants as
of the 2007 Closing Date to the Company with respect to itself only as set
forth in subsections (a)-(i) of Section 2, above, as if such representations
and warranties were made as of the 2007 Closing Date and set forth in their
entirety herein.


                                (b)           Residency.  Each Buyer hereby represents and warrants as
of the 2007 Closing Date to the Company with respect to itself only that such
Buyer is a resident of that jurisdiction specified below its address on the
Schedule of Buyers attached hereto.


                                (c)           Certain References.  For purposes of Section 2-A(a) above: (i)
representations and warranties in Section 2 to the transactions hereunder (or
thereunder) and the securities issued hereby (or thereby) shall be deemed to be
references to the transactions, including the issuance of the securities,
contemplated by Section 1-A to occur at the 2007 Closing; (ii) references in
Section 2 to “Registration Rights Agreement” shall be deemed to be references
to the Amended and Restated Registration Rights Agreement; and (iii) references
in Section 2 to “Transaction Documents” shall be to “Transaction Documents” as
defined in Section 3-A(c) below.”


6.           
The introductory clause to Section 3 of the Existing Securities Purchase
Agreement shall be amended by deleting the phrase “as of the date hereof” and
replacing it with “as of July 24, 2006”; it being understood and agreed that
the representations and warranties


 


12

















 


contained in Section 3 are not being repeated
as of the 2007 Closing Date except as provided in Section 3-A, below.


7.          
The Existing Securities Purchase Agreement shall be amended to add the
following new Section 3-A immediately before Section 4 thereof:


                                “3-A.      COMPANY’S 2007 CLOSING REPRESENTATIONS
AND WARRANTIES.


                                (a)           Company Bring Down.  After giving effect to (x) the terms of the
Amendment Agreements and the transactions contemplated by the 2007 Closing
(including, without limitation, the waivers set forth in Section 3(e) of
Amendment Agreements) and (y) the terms of the YA Global Amendment and Exchange
Agreement and the transactions contemplated by the Closing (as defined in the
YA Global Amendment and Exchange Agreement) (including, without limitations,
the waivers set forth in Section 4(b) of the YA Global Amendment and Exchange
Agreement), except as set forth on the Amended and Restated Securities Purchase
Agreement Schedules attached hereto, which shall amend and restate in their
entirety the Schedules attached to the Existing Agreement and add an additional
schedule hereto (collectively, the “Amended
and Restated Schedules”), the
Company represents and warrants as of the 2007 Closing Date to each Buyer as
set forth in Section 3, above, as if such representations and warranties were
made as of the 2007 Closing Date (except for such
representations and warranties that speak as of a specific date, which shall be
true and correct as of such specified date but need not also be true and
correct as of the 2007 Closing Date)
and set forth in their entirety herein.


                                (b)           Certain References.  For purposes of Section 3-A above: (i) representations
and warranties in Section 3 to the transactions hereunder (or thereunder) and
the securities issued hereby (or thereby) shall be deemed to be references to
the transactions, including the issuance of the securities, contemplated by
Section 1-A to occur at the 2007 Closing; (ii) references in Section 3 to the
“Closing Date” shall be deemed to be references to the 2007 Closing Date; (iii)
references in Section 3 to “the date hereof” shall be deemed to be references
to the 2007 Closing Date; (iv) references in Section 3 to “Registration Rights
Agreement” shall be deemed to be references to the Amended and Restated
Registration Rights Agreement; (v) references in Section 3 to “Escrow
Agreement” shall be deemed to be references to the Existing Escrow Agreement;
(vi) references in Section 3 to “Stockholder Approval “ shall be deemed to be
references to “Stockholder Approval “ as defined in Section 4(t)(i) of the
Existing Agreement; (vii) references in Section 3 to “Closing” shall be deemed
to be references to the 2007 Closing; (viii) reference to “Stockholder Approval
Date” in Section 3(c) shall be deemed to be a reference to the 2007 Closing
Date; (ix) the reference in Section 3(c) to Section 2 shall be deemed to be a
reference to Section 2-A; (x) “1934 Act” shall mean Securities Exchange Act of
1934, as amended; (xi) references to “Securities” in the last two sentences of
Section 3(g) shall be deemed to be references to “Securities” as defined in the
Existing Agreement; and (xii) references in Section 3(w) to fee simple interests
in all real property shall be deemed to refer to mineral estate rights where
the Company or its Subsidiary does not also have a fee simple interest in the
related surface estate.


 


13





















 


                (c)           Transaction
Documents Defined.  The phrase
“(collectively, the Transaction Documents”)”, as contained in Section 3(b),
shall be deleted.  For all purposes of
this Agreement, “Transaction Documents” shall mean
this Agreement, each of the Amendment Agreements, the Notes, the Amended and
Restated Registration Rights Agreement, the Security Documents, the Irrevocable
Transfer Agent Instructions, the Warrants, and each of the other agreements
entered into by the parties hereto in connection with the transactions
contemplated by this Agreement (excluding any such other agreement entered into
prior to the 2007 Closing Date).


                (d)           No Event of Default.  After giving effect to (x) the terms of the
Amendment Agreement and the transactions contemplated by the 2007 Closing
(including, without limitation, the waivers set forth in Section 3(e) of the
Amendment Agreements) and (y) the terms of the YA Global Amendment and Exchange
Agreement and the transactions contemplated by the Closing (as defined in the
YA Global Amendment and Exchange Agreement) (including, without limitations,
the waivers set forth in Section 4(b) of the YA Global Amendment and Exchange
Agreement), the Company represents and warrants as of the 2007 Closing Date to
each Buyer that no Event of Default (as defined in the Notes) shall have
occurred and be continuing as of the 2007 Closing Date.


                (e)           No Repricing.  The Company represents and warrants as of the
2007 Closing Date to each Buyer that on or after July 24, 2006 and before the
2007 Closing Date the Company did not, directly or indirectly, enter into or
affect any Dilutive Issuance (as defined in each of the Existing Notes and the
Existing Warrants).”


8.           The reference in Section 4(a) of the
Existing Securities Purchase Agreement to Sections 6 and 7 of the Existing
Securities Purchase Agreement instead shall refer to Sections 6-A and 7-A of
the Amended Securities Purchase Agreement.


9.           Section 4(b) of the Existing
Securities Purchase Agreement shall be deleted in its entirety and replaced
with the following:


                                “(b)         Form
D and Blue Sky.  The Company agrees
to file a Form D with respect to the Securities as required under Regulation D
and to provide a copy thereof to the Investor reasonably promptly after such
filing.  The Company shall, reasonably promptly
(and in no event later than 15 days) after the 2007 Closing Date, take such
action as the Company shall reasonably determine is necessary (taking into
account The National Securities Markets Improvement Act of 1996, as amended),
in order to obtain an exemption for or to qualify the Securities for sale to
the Buyers at the 2007 Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States (or to obtain
an exemption from such qualification), and shall provide evidence of any such
action so taken to the Investor reasonably promptly after such filing.  The Company shall make all filings and
reports relating to the offer and sale of the Securities required under
applicable securities or “Blue Sky” laws of the states of the United States
following the 2007 Closing Date.  The
Company shall have no obligations with respect to the securities laws of any
jurisdiction outside of the United States, regardless of the foreign residence
of a Buyer.”


 


14





















 


10.           The first sentence in Section 4(g) of
the Existing Securities Purchase Agreement shall be deleted in its entirety.


11.           Section 4(i) of the Existing
Securities Purchase Agreement shall be deleted in its entirety and replaced
with the following:


                                “(i)          Disclosure
of Transactions and Other Material Information.  On or before 8:30 a.m., New York City time,
on the first Business Day following the 2007 Closing Date, the Company shall
issue a press release and file a Current Report on Form 8-K describing the
terms of the transactions contemplated by the 2007 Closing in the form required
by the 1934 Act and attaching the material Transaction Documents not previously
filed (including, without limitation, the Amendment Agreements, the form of the
Amended and Restated Notes, the form of New Note, the form of the Amended and
Restated Warrants, the form of New Warrants, the form of the Amended and
Restated Registration Rights Agreement, the form of Amended and Restated Security
Agreement, the form of Amended and Restated Pledge Agreement, and the form of
Amended and Restated Barnico Guaranty) (including all attachments, the “8-K Filing”).  From and after the filing of the 8-K Filing
with the SEC, the Investor shall not be in possession of any material,
nonpublic information received from the Company, any of its Subsidiaries or any
of its respective officers, directors, employees or agents, that is not
disclosed in the 8-K Filing.  The Company
shall not, and shall cause each of its Subsidiaries and its and each of their
respective officers, directors, employees and agents, not to, provide the
Investor with any material, nonpublic information regarding the Company or any
of its Subsidiaries from and after the filing of the 8-K Filing with the SEC
without the express written consent of the Investor or as may be required under
the terms of the Transaction Documents. 
If the Investor has, or believes it has, received any such material,
nonpublic information regarding the Company or any of its Subsidiaries, it
shall provide the Company with written notice thereof.  The Company shall, within five (5) Trading
Days (as defined in the Notes) of receipt of such notice, make public
disclosure of such material, nonpublic information.  In the event of a breach of the foregoing
covenant by the Company, any of its Subsidiaries, or any of its or their
respective officers, directors, employees and agents, in addition to any other
remedy provided herein or in the Transaction Documents, the Investor shall have
the right to make a public disclosure, in the form of a press release, public
advertisement or otherwise, of such material, nonpublic information without the
prior approval by the Company, its Subsidiaries, or any of its or their
respective officers, directors, employees or agents.  The Investor shall not have any liability to
the Company, its Subsidiaries, or any of its or their respective officers,
directors, employees, stockholders or agents for any such disclosure.  Subject to the foregoing, neither the
Company, its Subsidiaries nor the Investor shall issue any press releases or
any other public statements with respect to the transactions contemplated
hereby; provided, however, that the Company shall be entitled, without the
prior approval of the Investor, to make any press release or other public
disclosure with respect to such transactions (i) in substantial conformity with
the 8-K Filing and contemporaneously therewith and (ii) as is required by
applicable law and regulations (provided that in the case of clause (i) the
Investor shall be consulted by the Company in connection with any such press
release or other public disclosure prior to its release).  Without the prior written consent of the
Investor, and except as contemplated by the prior subsection (i) or as required
by applicable law or regulation, neither the Company nor any of its


 


15





















 


                Subsidiaries or affiliates shall
disclose the name of the Investor in any filing, announcement, release or
otherwise.”


12.        Section 4(k)(i) of the
Existing Securities Purchase Agreement shall be amended (a) to add the phrase
“; provided, however, that the provisions of this sentence shall not apply to
any such issuance or sale of any rights, warrants or options (i) granted to YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) on or prior to
the 2007 Closing Date which is described in the schedules hereto or (ii)
entered into by the Company in order to consummate a Company Full Mandatory
Redemption (as such term is defined in the Notes)” to the end of second
sentence therein immediately before the period, and (b) to replace “(as defined
in the Registration Rights Agreement)” therein with “(as defined in the
Notes)”.


13.        Section 4(m) of the Existing
Securities Purchase Agreement shall be deleted in its entirety and replaced
with the following:


                “(m)        Reservation
of Shares.  So long as any Buyer owns
any Securities, the Company shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, no less than (I) as
of the 2006 Closing, 51,000,000 shares of Common Stock and (II) as of the 2007
Closing Date, the sum of (x) 130% of the number of shares of Common Stock
issuable (i) as Interest Shares pursuant to the terms of the Notes, (ii) upon
conversion of the Notes and (iii) upon exercise of the Amended and Restated
Series B Warrants and the New Series B Warrant then outstanding (without taking
into account any limitations on the conversion of the Notes or exercise of the
Amended and Restated Series B Warrants and the New Series B Warrant set forth
in the Notes and the Amended and Restated Series B Warrants and the New Series
B Warrant, respectively), and (y) 100% of the number of shares of Common Stock
issuable upon exercise of the Amended and Restated Series A Warrants, the Other
New Series A Warrants and the New Series A Warrant then outstanding (without
taking into account any limitations on the exercise of the Amended and Restated
Series A Warrants, the Other New Series A Warrants and the New Series A Warrant
set forth in the Amended and Restated Series A Warrants, the Other New Series A
Warrants and the New Series A Warrant, respectively).”


14.        Section 4(o)(ii) of the
Existing Securities Purchase Agreement shall be amended to add the phrase
“(other than in connection with a Company Full Mandatory Redemption (as defined
in the Notes)” immediately after the word “announcement” therein.


15.        The definition of “Trigger
Date” in Section 4(o)(ii) of the Existing Securities Purchase Agreement shall
be amended to mean the date that is 120 Business Days after the Initial
Effective Date (as defined in the Amended and Restated Registration Rights
Agreement).


16.        Section 4(r) of the Existing
Securities Purchase Agreement shall be deleted in its entirety, and replaced
with “[Reserved.]”.


17.        Section 4(s) of the Existing
Securities Purchase Agreement shall be deleted in its entirety, and replaced
with “[Reserved.]”.


 


16

















 


18.        Section 4(t)(i) of the
Existing Securities Purchase Agreement shall be amended to replace “Closing
Date” therein with “2006 Closing Date”.


19.        Section 4(t)(ii) of the
Existing Securities Purchase Agreement shall be amended to replace “(as defined
in the Registration Rights Agreement)” therein with “(as defined in the
Notes)”.


20.        Section 4(v) of the Existing
Securities Purchase Agreement shall be deleted in its entirety, and replaced
with “[Reserved.]”.


21.        Section 4 of the Existing
Securities Purchase Agreement shall be amended to add the following new Section
4(w) and Section 4(x):


                                “(w)        Holding Period.  For the purposes of Rule 144, the Company
acknowledges that the holding period of (i) the Amended and Restated Notes
(including the corresponding Amended and Restated Conversion Shares) may be
tacked onto the holding period of the Existing Notes and (ii) the Amended and
Restated Warrants (including the corresponding Amended and Restated Warrant
Shares) may be tacked onto the holding period of the Existing Warrants (in the
case of Cashless Exercise (as defined in the Amended and Restated Warrants)),
and the Company agrees not to take a position contrary to this Section
4(w).  The Company’s acknowledgement and
agreement set forth in this Section 4(w) shall be subject in all respects to
Rule 144 and other applicable securities laws, as may be in effect from time to
time.


                                (x)            New CEO.  Not later than the three (3) month
anniversary of the 2007 Closing Date, the Company shall hire a new Chief
Executive Officer reasonably satisfactory to the Required Holders, who may not
be a current employee of the Company.”


22.        All references in Section 4 of the Existing
Securities Purchase Agreement to “Registration Rights Agreement” shall be
deemed to refer to the Amended and Restated Registration Rights Agreement.


23.        Section 6 of the Existing
Securities Purchase Agreement, which pertained to certain transactions which
were consummated at the 2006 Closing, shall have no continuing force or effect.


24.        The Existing Securities
Purchase Agreement shall be amended to add the following new Section 6-A
immediately before Section 7 thereof:


                                “6-A.      COMPANY’S CONDITIONS TO 2007 CLOSING.


                                The
obligations of the Company to each Buyer hereunder are subject to the
satisfaction of each of the following conditions on the 2007 Closing Date,
provided that these conditions are for the Company’s sole benefit and may be
waived by the Company at any time in its sole discretion by providing each
Buyer with prior written notice thereof:


 


17
















 


                (i)            Each Buyer shall have executed its respective Amendment
Agreement and the Amended and Restated Registration Rights Agreement and
delivered the same to the Company.


                (ii)           Each Buyer shall have surrendered to the Company its
respective Existing Note, Existing Series A Warrant and Existing Series B
Warrant for cancellation.


                (iii)          Castlerigg shall have delivered to the Company the Purchase
Price (net of any unpaid Castlerigg Counsel Expense, as defined in Section 6(j)
of Castlerigg’s Amendment Agreement) for the New Note, the New Series A Warrant
and the New Series B Warrant being purchased by Castlerigg at the 2007 Closing
by wire transfer of immediately available funds pursuant to the wire
instructions provided by the Company.


                (iv)          The representations and warranties of each Buyer under
Section 2-A hereof shall be true and correct in all material respects as of the
2007 Closing Date as though made at that time, and each Buyer shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Buyer as of the 2007 Closing Date.


                (v)           Each Buyer shall have delivered or caused the Collateral
Agent to deliver to the Company those certain Release of Liens provided for in
that certain consent letter regarding the sale of certain oil, gas and mineral
leases located in Archer, Pecos, McMullen and Wichita Counties, Texas, dated
January 5, 2007, from the Company to Castlerigg, in its capacity as Collateral
Agent and Mortgagee, under the Existing Deeds of Trust recorded in Archer,
Pecos and Wichita Counties, Texas, each Release of Lien duly executed by the
Collateral Agent.


                (vi)          Each Buyer shall have caused the Buyer Representative (as
defined in the Existing Securities Purchase Agreement): (i) to acknowledge and
agree to Castlerigg’s Amendment Agreement; and (ii) to deliver with the Company
joint written instructions to the Escrow Agent to terminate the Existing Escrow
Agreement in accordance with its terms and to return the Escrow Funds, if any,
on deposit in the escrow account to the Company.


                (vii)         Each Buyer shall have delivered or
caused the Collateral Agent:  (i) to
acknowledge and agree to Castlerigg’s Amendment Agreement; and (ii) to deliver
to the Company the Amended and Restated Security Agreement, the Amended and
Restated Pledge Agreement, and the Amended and Restated Deeds of Trust, each
duly executed by the Collateral Agent.”


25.                                 Section 7 of the Existing
Securities Purchase Agreement, which pertained to certain transactions which
were consummated at the 2006 Closing, shall have no continuing force or effect.


 


18

















 


26.                                 The Existing Securities
Purchase Agreement shall be amended to add the following new Section 7-A
immediately before Section 8 thereof:


                                                                “7-A.      EACH BUYER’S CONDITIONS TO 2007 CLOSING.


                                                                The obligations of each Buyer
hereunder is subject to the satisfaction of each of the following conditions on
the 2007 Closing Date, provided that these conditions are for each Buyer’s sole
benefit and may be waived by such Buyer at any time in its sole discretion by
providing the Company with prior written notice thereof:


(i)            The Company shall have executed such
Buyer’s Amendment Agreement and the Amended and Restated Registration Rights
Agreement, the Amended and Restated Security Agreement, the Amended and
Restated Pledge Agreement and the Amended and Restated Deeds of Trust and
delivered the same to such Buyer (or to the Collateral Agent), and Barnico
shall have executed the Amended and Restated Security Agreement and the Amended
and Restated Barnico Guaranty and delivered the same to such Buyer (or to the
Collateral Agent).


(ii)           The Company shall have executed and
delivered to such Buyer the Buyer’s Amended and Restated Note, Amended and
Restated Warrants, New Note and New Warrants, as applicable, being issued to
such Buyer at the 2007 Closing.


(iii)          Each
of the other Buyers shall have executed its respective Amendment Agreement and
surrendered its respective Existing Note, Existing Series A Warrant and
Existing Series B Warrant to the Company for its respective Amended and
Restated Note and Amended and Restated Warrants.


(iv)          The Company shall have delivered to
the Company’s transfer agent, with a copy to such Buyer, a letter stating that the Irrevocable Transfer Agent Instructions dated July 24, 2006
shall also apply to the Amended and Restated Notes, the Amended and
Restated Warrants, the New Note and the New
Warrants of such Buyer and the other Buyers.


(v)           Such Buyer shall have received the
opinions of each of Dieterich & Associates, Robertson & Williams,
Stephen Evans, Esq. and Troutman Sanders LLP, each the Company’s outside
counsel, dated as of the 2007 Closing Date, in substantially the form of Exhibit
J-1 attached hereto.


(vi)          The Company shall have delivered to
such Buyer a certificate evidencing the formation and good standing of the
Company and each of its Subsidiaries in such entity’s jurisdiction of formation
issued by the Secretary of State (or comparable office) of such jurisdiction,
as of a date within ten (10) days of the 2007 Closing Date.


(vii)         The Company shall have delivered to
such Buyer a certificate evidencing the Company’s qualification as a foreign
corporation and good standing issued by the Secretary of State (or comparable
office) of each jurisdiction in which the Company is required to be so
qualified, as of a date within ten (10) days of the 2007 Closing Date (other
than with respect to a certificate evidencing the Company’s


 


19





















 


qualification
as a foreign corporation and good standing issued by the Registrar of
Companies, as of a date within ten (10) days of the 2007 Closing Date).


(viii)        The Company shall have delivered to such
Buyer a certified copy of the Articles of Incorporation as certified by the
Secretary of State (or comparable office) of the State of Oklahoma within ten
(10) days of the 2007 Closing Date.


(ix)           The Company shall have delivered to
such Buyer a certificate, executed by the Secretary of the Company and dated as
of the 2007 Closing Date, as to (A) the resolutions approving the transactions
contemplated hereby as adopted by the Board of Directors of the Company in a
form reasonably acceptable to such Buyer, (B) the Certificate of Incorporation
and (C) the Bylaws, each as in effect as of the 2007 Closing Date, in the form
attached hereto as Exhibit K-1.


(x)            After giving effect to (x) the terms
of the Amendment Agreements and the transactions contemplated by the 2007
Closing (including, without limitation, the waivers set forth in Section 3(e)
of the Amendment Agreements) and (y) the terms of the YA Global Amendment and
Exchange Agreement and the transactions contemplated by the Closing (as defined
in the YA Global Amendment and Exchange Agreement) (including, without
limitations, the waivers set forth in Section 4(b) of the YA Global Amendment
and Exchange Agreement), (A) the representations and warranties of the Company
under Section 3-A hereof shall be true and correct in all material respects as
of the 2007 Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date, which shall be
true and correct as of such specified date but need not also be true and
correct as of the 2007 Closing Date), (B) the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement and the other Transaction Documents
to be performed, satisfied or complied with by the Company as of the 2007
Closing Date, and (C) no default or Event of Default shall have occurred and be
continuing as of the 2007 Closing Date. 
Such Buyer shall have received a certificate, executed by the Chief Executive
Officer of the Company, dated as of the 2007 Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by such
Buyer in the form attached hereto as Exhibit L-1.


(xi)           The Common Stock (A) shall be
designated for quotation or listed on the Principal Market (as defined in the
Notes) and (B) shall not have been suspended, as of the 2007 Closing Date, by
the SEC or the Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of the
2007 Closing Date, either (x) in writing by the SEC or the Principal Market or
(y) by falling below the minimum listing maintenance requirements of the
Principal Market.


(xii)          The Company shall have obtained all governmental,
regulatory or third party consents and approvals, if any, necessary for the
sale of the Securities.


(xiii)         All rights of first refusal,
participation, or similar rights that would entitle any Person to participate
in the transactions contemplated hereby shall have expired or have been waived.


 


20





















 


(xiv)        The Company shall have paid to Schulte
Roth & Zabel LLP the Castlerigg Counsel Expense (as defined in Castlerigg’s
Amendment Agreement).


(xv)         Such Buyer’s Amended and Restated Note
and, if applicable, New Note shall be secured pursuant to the terms of the
Security Documents in the same manner and to the same extent as such Buyer’s
Existing Note.


(xvi)        The Company shall have
delivered joint written instructions with the Buyer Representative to the
Escrow Agent to terminate the Existing Escrow Agreement in accordance with its
terms and to return the Escrow Funds, if any, on deposit in the escrow account
to the Company.


(xvii)       The Company shall have delivered to the
Collateral Agent an original Redrock share certificate numbered 71 representing
in the aggregate 2,300,000 shares of common stock of Redrock, and accompanying
stock powers.


(xvii)       The Company shall have delivered to such
Buyer such other documents relating to the transactions contemplated by this
Agreement as such Buyer may reasonably request.”


27.                                 Section 9(d) of
the Existing Securities Purchase Agreement shall be deleted in its entirety and
replaced with the following:


“(d)         Severability.  If any provision of this Agreement is
prohibited by law or otherwise determined to be invalid or unenforceable by a
court of competent jurisdiction, the provision that would otherwise be
prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the
remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred
upon the parties.  The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or
unenforceable provision(s) with a valid provision(s), the effect of which comes
as close as possible to that of the prohibited, invalid or unenforceable
provision(s).”


28.                                 The notice
information for the Company in Section 9(f) of the Existing Securities Purchase
Agreement shall be deleted in its entirety and replaced with the following:


“If to the Company:


 


	
   

  	
  Wentworth Energy, Inc.

  
	
   

  	
  112 E. Oak Street, Suite
  200

  
	
   

  	
  Palestine, TX 75801

  
	
   

  	
  Telephone:

  	
  (903) 723-0395

  
	
   

  	
  Facsimile:

  	
  (903) 723-5368

  
	
   

  	
  Attention:

  	
  Chief Executive Officer

  



 


21

















 


and


 


	
   

  	
  Wentworth Energy, Inc.

  
	
   

  	
  Suite 306A, 15252 - 32nd Avenue

  
	
   

  	
  Surrey, British Columbia, V3S 0R7

  
	
   

  	
  Canada

  
	
   

  	
  Telephone:

  	
  (604) 536-6055

  
	
   

  	
  Facsimile:

  	
  (604) 536-6077

  
	
   

  	
  Attention:

  	
  Chief Financial Officer

  



 


With copies (for informational purposes only) to:


 


	
   

  	
  Troutman Sanders LL

  
	
   

  	
  401 9th St., N.W.

  
	
   

  	
  Suite 1000

  
	
   

  	
  Washington, D.C. 20004

  
	
   

  	
  Telephone:

  	
  (202) 274-2810

  	
   

  
	
   

  	
  Facsimile:

  	
  (202) 654-5649

  	
   

  
	
   

  	
  Attention:

  	
  Todd R. Coles, Esq.

  	
   

  



 


and


 


	
   

  	
  Dieterich & Associates

  
	
   

  	
  11300 W. Olympic, Suite
  800

  
	
   

  	
  Los Angeles, California
  90064

  
	
   

  	
  Telephone:

  	
  (310) 312-6888

  	
   

  
	
   

  	
  Facsimile:

  	
  (310) 312-6680

  	
   

  
	
   

  	
  Attention:

  	
  Chris Dieterich, Esq.”

  	
   

  



 


 


22