Exhibit 10.3


 


GUARANTY


 


THIS GUARANTY (as amended, restated, or
supplemented, this “Guaranty”) is executed as of August 5, 2008, by
STRATUM HOLDINGS, INC., a Nevada
corporation (“Guarantor”) for the benefit of TEXAS
CAPITAL BANK, N.A. (“Lender”).


 


RECITALS


 


A.                                   CYMRI, L.L.C., a Nevada limited liability
company, and Triumph Energy, Inc., a Louisiana corporation (each
individually, a “Borrower” and collectively, “Borrowers”), and Lender have
entered into that certain Second Amended and Restated Credit Agreement dated
the same date as this Guaranty (as amended, restated, or supplemented, from
time to time, the “Credit Agreement”), together with certain other Loan
Documents, as defined therein.


 


B.                                     Each Borrower
is a wholly-owned Subsidiary of Guarantor and has agreed to enter into this
Guaranty so that Borrowers can receive the benefits of the Credit Agreement.


 


C.                                     It is expressly
understood among Borrowers, Guarantor and Lender that the execution and
delivery of this Guaranty is a condition precedent to the Lender’s obligation
to extend credit under the Credit Agreement.


 


D.                                    Guarantor may
reasonably be expected to benefit directly or indirectly from Borrowers’
execution of the Credit Agreement.


 


NOW, THEREFORE, for valuable consideration,
the receipt and adequacy of which are hereby acknowledged, Guarantor agrees as
follows:


 


1.                                       Definitions.  Each capitalized term used but not defined in
this Guaranty shall have the meaning given that term in the Credit
Agreement.  The following terms shall
have the following meanings as used in this Guaranty:


 


“Attorney Costs” means and includes all
reasonable fees, expenses and disbursements of any law firm or other external
counsel of Lender.


 


“Borrowers” has the
meaning given in Recital A and includes, without limitation, all of Borrowers’
successors and assigns, each Borrower as a debtor-in-possession, and any
receiver, trustee, liquidator, conservator, custodian, or similar party
hereafter appointed for any Borrower or for all or any portion of any Borrower’s
assets pursuant to any liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar Debtor
Relief Law from time to time in effect.


 


“Company Indebtedness” means all obligations
of any Borrower or any of its Subsidiaries to Guarantor, whether direct,
indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint
and several, now existing or arising after the date of this Guaranty, due or to
become due to Guarantor, or held or to be held by Guarantor, whether created
directly or acquired by assignment or otherwise, and whether or not 


 

















 


evidenced by written
instrument, including the obligation of a Borrower to Guarantor as a subrogee
of Lender or resulting from Guarantor’s performance under this Guaranty.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally.


 


“Guaranteed Obligation”
means any and all existing and future indebtedness and liabilities of every
kind, nature, and character, direct or indirect, absolute or contingent,
liquidated or unliquidated, voluntary or involuntary, of Borrowers to the
Lender arising under the Credit Agreement and the other Loan Documents,
including the Obligations as defined in the Credit Agreement and any premium
and all interest (including, without limitation, interest accruing before and
after maturity, before and after an Event of Default, and during the pendency
of any bankruptcy, receivership insolvency or other similar proceeding under
any applicable Debtor Relief Law (regardless whether such interest is allowed
in such proceeding)), and any and all costs, attorney and paralegal fees and
expenses reasonably incurred by the Lender (a) in connection with any
waiver, amendment, consent or default under the Loan Documents, or (b) to
enforce Borrowers’, Guarantor’s, or any other obligor’s payment of any portion
of the Guaranteed Obligation.


 


“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, and any
financing lease having substantially the same economic effect as any of the
foregoing).


 


“Paid in Full or Payment in Full” means that
the Guaranteed Obligation is completely paid and the Credit Agreement has been
terminated.


 


2.                                       Guaranty.


 


(a)                                  Guarantor
hereby guarantees to Lender prompt payment of (i) the Guaranteed
Obligation when and as due, and (ii) any and all Attorney Costs reasonably
incurred by Lender in connection with enforcement of the Loan Documents, this
Guaranty, or collecting any portion of the Guaranteed Obligation; provided  however,
that Guarantor shall be liable under this Guaranty only for the maximum amount
of such liability that can be hereby incurred without rendering this Guaranty,
as it relates to the Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for a greater amount.


 


(b)                                 Upon Lender’s
written demand, Guarantor shall promptly pay to Lender any amount due under
this Guaranty, but, in any event, no later than 5 Business Days (as defined in
the Credit Agreement) after the date of Lender’s written demand.


 


(c)                                  This is an
absolute, unconditional, irrevocable and continuing guaranty of payment (and
not of collection) of the Guaranteed Obligation and the other amounts due 


 


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under this Guaranty, and this Guaranty will remain
in effect until (i) the Guaranteed Obligation is Paid in Full, (ii) the
Credit Agreement has terminated in accordance with its terms, and (iii) the
Obligations under and as defined in the Credit Agreement have been Paid in
Full.  The circumstance that at any time
or from time to time all or any portion of the Guaranteed Obligation may be $0
shall not affect Guarantor’s obligation under this Guaranty.  Guarantor may not rescind or revoke its
obligation to the Lender under this Guaranty.


 


(d)                                 Any amounts
received by Lender under this Guaranty in respect of the Guaranteed Obligation
shall be applied by Lender to the Obligations in accordance with the provisions
of the Credit Agreement.


 


3.                                       Default by
Borrowers.  If an Event
of Default exists, Guarantor shall pay to Lender any and all amounts then due
and payable under this Guaranty on demand and without (a) further notice
of dishonor to Guarantor, (b) any prior notice to Guarantor of the acceptance
by Lender of this Guaranty, (c) any notice having been given to Guarantor
prior to such demand of the creating or incurring of such Indebtedness, or (d) notice
of intent to accelerate or notice of acceleration to Guarantor or
Borrowers.  To enforce such payment by
Guarantor it shall not be necessary for Lender to first or contemporaneously
institute suit or exhaust remedies against any Borrower or others liable on
such Indebtedness, or to enforce rights against any security or collateral ever
given to secure such Indebtedness.


 


4.                                       Amount of
Guaranty and Consideration.  Lender’s books and records showing the amount
of the Guaranteed Obligation shall be admissible in evidence in any action or
proceeding.  In consummating the
transactions contemplated by this Guaranty, Guarantor does not intend to
disturb, delay, hinder, or defraud either its present or future creditors.  Guarantor is familiar with, and has
independently reviewed books and records regarding, the financial condition of
Borrowers and is familiar with the value of the security and support for the
payment and performance of the amounts due under this Guaranty.  Based upon such examination, and taking into
account the fairly discounted value of Guarantor’s contingent obligations under
this Guaranty and the value of the subrogation and contribution claims
Guarantor could make in connection with this Guaranty, and assuming each of the
transactions contemplated by the Credit Agreement is consummated and Borrowers
make full use of the credit facilities thereunder, the present realizable fair
market value of the assets of Guarantor exceeds the total obligations of
Guarantor, and Guarantor is able to pay its obligations as such obligations
mature in the normal course of business. 
Guarantor represents and warrants to Lender that the value of
consideration received and to be received by it is reasonably worth at least as
much as its liability under this Guaranty, and such liability may reasonably be
expected to benefit Guarantor, directly or indirectly.


 


5.                                       Liability for
Other Indebtedness of Borrowers.  If, and only if, Guarantor becomes liable for
any indebtedness owing by Borrowers to the Lender by executing a promissory
note or guaranty, by endorsement, or otherwise, other than under this Guaranty,
such liability shall not be impaired or affected by this Guaranty and the
rights of the Lender under this Guaranty shall be cumulative of any and all
other rights that the Lender may ever have against Guarantor.


 


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6.                                       Subordination.  Guarantor hereby expressly subordinates all
Company Indebtedness to the Payment in Full of the Guaranteed Obligation.  Upon the occurrence and during the
continuance of an Event of Default under the Credit Agreement, Guarantor agrees
not to receive or accept any payment from Borrowers or any of their
Subsidiaries with respect to the Company Indebtedness and, in the event
Guarantor receives any payment on the Company Indebtedness in violation of the
foregoing, Guarantor shall hold any such payment for the benefit of Lender and
promptly turn it over to Lender, in the form received (with any necessary
endorsements), to be applied to the Obligations under the Credit
Agreement.  Upon the occurrence and
during the continuance of an Event of Default under the Credit Agreement, if
Lender so requests, any such Company Indebtedness shall be enforced and all
amounts received by Guarantor shall be received in trust for Lender and the
proceeds thereof shall be paid over to Lender, but without reducing or
affecting in any manner the liability of Guarantor under this Guaranty, except
to the extent such proceeds are applied to the Guaranteed Obligation by Lender.


 


7.                                       Subrogation.  Until the Guaranteed Obligation is Paid in
Full, Guarantor agrees that it will not assert, enforce, or otherwise exercise (a) any
right of subrogation to any of the rights or liens of the Lender or any other
beneficiary against any Borrower, any of their Subsidiaries, or any other
obligor on the Guaranteed Obligation or any Collateral or other security, or (b) any
right of recourse, reimbursement, subrogation, contribution, indemnification,
or similar right against any Borrower, any of its Subsidiaries, or any other
obligor or other guarantor on all or any part of the amounts due under this
Guaranty (whether such rights in clause (a) or
clause (b) arise in equity,
under contract, by statute, under common law, or otherwise).


 


8.                                       Enforceability
of Guaranty; No Release.


 


(a)                                  This Guaranty
shall not be affected by the genuineness, validity, regularity or
enforceability of the Guaranteed Obligation or any instrument or agreement
evidencing any part of the Guaranteed Obligation, or by the existence,
validity, enforceability, perfection, or extent of any collateral securing the
Guaranteed Obligation, or by any fact or circumstance relating to the
Guaranteed Obligation which might otherwise constitute a defense to the
obligations of the Guarantor under this Guaranty.


 


(b)                                 Guarantor
agrees that the Lender may, at any time and from time to time, and without
notice to Guarantor, make any agreement with Borrowers or with any other Person
liable on any of the Guaranteed Obligation or providing collateral as security
for the Guaranteed Obligation, for the extension, renewal, payment, compromise,
discharge or release of the Guaranteed Obligation or any collateral (in whole
or in part), or for any modification or amendment of the terms thereof or of
any instrument or agreement evidencing the Guaranteed Obligation or the
provision of collateral, all without in any way impairing, releasing,
discharging or otherwise affecting the obligations of Guarantor under this
Guaranty.


 


(c)                                  Guarantor
hereby agrees its obligations under the terms of this Guaranty shall not be
released, discharged, diminished, impaired, reduced or otherwise adversely
affected by any of the following: (i) the
Lender’s taking or accepting of any other 


 


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security or guaranty for any or all of the
Guaranteed Obligation; (ii) any release,
surrender, exchange, subordination or loss of any security at any time existing
in connection with any or all of the Guaranteed Obligation;
(iii) any full or partial release of the liability of any other
obligor on the Guaranteed Obligation; (iv) the
insolvency, becoming subject to any Debtor Relief Law, or lack of corporate
power of any Borrower, or any party at any time liable for the payment of any
or all of the Guaranteed Obligation; (v) any
renewal, extension or rearrangement of the payment of any or all of the
Guaranteed Obligation, either with or without notice to or consent of
Guarantor, or any adjustment, indulgence, forbearance, or compromise that may
be granted or given by the Lender to Borrowers, Guarantor, or any other obligor
on the Guaranteed Obligation; (vi) any neglect,
delay, omission, failure or refusal of the Lender to take or prosecute any
action for the collection of all or any part of the Guaranteed Obligation or to
foreclose or take or prosecute any action in connection with any instrument or
agreement evidencing or securing any or all of the Guaranteed Obligation; (vii) any failure of Lender to give Guarantor notice
of any of the foregoing, it being understood that Lender shall not be required
to give Guarantor any notice of any kind under any circumstances with respect
to or in connection with the Guaranteed Obligation, other than any notice
expressly required to be given to Guarantor under this Guaranty, if any; (viii) the act of creating the Guaranteed
Obligation, or any part thereof, is ultra
vires, or the officers creating same exceeded their authority or
violated their fiduciary duties in connection therewith; (ix) any
payment of the Guaranteed Obligation to Lender is held to constitute a
preference under any Debtor Relief Law or if for any other reason Lender is
required to refund such payment or make payment to someone else (and in each
such instance this Guaranty shall be reinstated in an amount equal to such
payment); or (x) any discharge, release, or
other forgiveness of Borrowers’ liability for the payment of the Guaranteed
Obligation.


 


9.                                       Exercise of
Rights and Waiver.


 


(a)                                  No failure by
Lender to exercise, and no delay in exercising, any right or remedy under this
Guaranty shall operate as a waiver thereof. 
The exercise by the Lender of any right or remedy under this Guaranty,
under the Loan Documents, or other instrument, or at law or in equity, shall
not preclude the concurrent or subsequent exercise of any other right or
remedy.  The remedies provided in this
Guaranty are cumulative and not exclusive of any remedies provided by
applicable law or in equity.  The
unenforceability or invalidity of any provision of this Guaranty shall not
affect the enforceability or validity of any other provision herein.


 


(b)                                 The obligations
of Guarantor under this Guaranty are those of primary obligor, and not merely
as surety, and are independent of the Obligations.  Guarantor waives diligence by Lender and
action on delinquency in respect of the Obligations or Guaranteed Obligation or
any part thereof, including any provisions of applicable law requiring the
Lender to exhaust any right or remedy or to take any action against any
Borrower, any of its Subsidiaries, any other guarantor or any other Person
before enforcing this Guaranty against Guarantor.  Guarantor hereby waives all rights by which
it might be entitled to require suit on an accrued right of action in respect
of any of the Guaranteed Obligation or require suit against any Borrower or
others, whether arising pursuant to Section 34.02 of the Texas Business
and Commerce Code, as amended 


 


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(regarding guarantor’s right to require a lender to
sue a borrower on accrued right of action following a guarantor’s written
notice to a lender), Section 17.001 of the Texas Civil Practice and
Remedies Code, as amended (allowing suit against a guarantor without suit
against a borrower, but precluding entry of judgment against a guarantor prior
to entry of judgment against a borrower), Rule 31 of the Texas Rules of
Civil Procedure, as amended (requiring a lender to join a borrower in any suit
against a guarantor unless judgment has been previously entered against a
borrower), or otherwise.


 


(c)                                  Guarantor
waives notice of acceptance of this Guaranty, notice of any loan to which it
may apply, and waives presentment, demand for payment, protest, notice of
dishonor or nonpayment of any loan, notice of intent to accelerate, notice of
acceleration, and notice of any suit or notice of the taking of other action by
the Lender against Borrowers, Guarantor or any other Person and any notice to
any party liable thereon (including Guarantor).


 


10.                                 Stay of Acceleration.  In the event that acceleration of the time
for payment of the Guaranteed Obligation is stayed upon the insolvency,
bankruptcy or reorganization of any Borrower or any other Person, or otherwise,
all such amounts shall nonetheless be payable by Guarantor immediately upon
demand by Lender.


 


11.                                 Expenses.  Guarantor shall pay on demand all reasonable
out-of-pocket expenses (including Attorneys Costs) in any way relating to the
enforcement or protection of Lender’s and the Lender’s rights under this
Guaranty, including any incurred in the preservation, protection or enforcement
of any rights of the Lender in any case commenced by or against Guarantor under
Title 11, United States Code or any similar or successor statute.  The obligations of Guarantor under the
preceding sentence shall survive termination of this Guaranty.


 


12.                                 Amendments.  No provision of this Guaranty may be waived,
amended, supplemented or modified, except by a written instrument executed by
Lender and Guarantor.


 


13.                                 Reliance and Duty to Remain
Informed. Guarantor confirms that it has executed and
delivered this Guaranty after reviewing the terms and conditions of the Credit
Agreement and the other Loan Documents and such other information as it has
deemed appropriate in order to make its own credit analysis and decision to
execute and deliver this Guaranty. Guarantor confirms that it has made its own
independent investigation with respect to Borrowers’ creditworthiness and is
not executing and delivering this Guaranty in reliance on any representation or
warranty by the Lender as to such creditworthiness.  Guarantor expressly assumes all
responsibilities to remain informed of the financial condition of Borrowers and
any circumstances affecting (a) Borrowers’ ability to perform under the
Loan Documents to which Borrowers are parties or (b) any collateral
securing all or any part of the Guaranteed Obligation.


 


14.                                 Change in a Guarantor’s
Status.  Should Guarantor become
insolvent, or fail to pay its debts generally as they become due, or
voluntarily seek, consent to, or acquiesce in the benefit or benefits of any
Debtor Relief Law or become a party to (or be made the subject of) any
proceeding provided for by any Debtor Relief Law (other than as a creditor or
claimant) that could suspend or otherwise adversely affect the rights of the
Lender granted under this Guaranty, then, in any such event, the Guaranteed
Obligation shall be, as between Guarantor and Lender, a 


 


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fully matured, due, and payable obligation of Guarantor to Lender
(without regard to whether Borrowers are then in Default or whether the
Guaranteed Obligation, or any part thereof is then due and owing by Borrowers
to Lender), payable in full by Guarantor to Lender upon demand, which shall be
the estimated amount owing in respect of the contingent claim created under
this Guaranty.


 


15.                                 Representations and
Warranties.  Guarantor
represents and warrants that (a) it is duly organized or formed, validly
existing and in good standing under the applicable laws of the jurisdiction of
its organization, (b) it has all requisite company power and authority and
all requisite governmental licenses, authorizations, consents and approvals to (i) own
its assets and carry on its business and (ii) execute, deliver, and
perform its obligations under this Guaranty, (c) it is duly qualified and
is licensed and in good standing under the applicable laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or licenses, except where such failure
would not reasonably be expected to have a Material Adverse Effect, (d) the
execution, delivery and performance of this Guaranty has been duly authorized
by all necessary company action, and do not and will not (i) contravene
the terms of any of its organization documents, (ii) conflict with or
result in any breach or contravention of, or the creation of any lien on any of
its assets under the terms of any agreement, judgment, license, order or permit
applicable to or binding on Guarantor, the violation of which could reasonably
be expected to have a Material Adverse Effect, or (iii) violate any
applicable law the violation of which could reasonably be expected to have a
Material Adverse Effect, (e) except as expressly contemplated by the Loan
Documents and except as has been obtained, no approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, Guarantor, and (f) this Guaranty has been, and when delivered
hereunder, will have been, duly executed and delivered by Guarantor and it
creates a legal, valid and binding obligation of Guarantor, enforceable against
Guarantor, subject to bankruptcy, insolvency, fraudulent conveyance and general
principles of equity.


 


16.                                 Covenants.  Guarantor acknowledges that certain covenants
set forth in the Credit Agreement are in respect of it or shall be imposed upon
it, and Guarantor covenants and agrees to promptly and properly perform,
observe, and comply with each such covenant.


 


17.                                 Offset Claims. 
The Obligations or the Guaranteed Obligation shall not be reduced,
discharged or released because or by reason of any existing or future offset,
claim or defense (except for the defense of Payment in Full of the Guaranteed
Obligation) of Borrowers or any other party against the Lender or against
payment of the Guaranteed Obligation, whether such offset, claim, or defense
arises in connection with the Guaranteed Obligation or otherwise.  Such claims and defenses include, without
limitation, failure of consideration, breach of warranty, fraud, statute of
frauds, bankruptcy, infancy, statute of limitations, lender liability, accord
and satisfaction, and usury.


 


18.                                 Setoff. 
If and to the extent any payment is not made when due under this
Guaranty, Lender may setoff and charge from time to time any amounts so due
against any or all of Guarantor’s accounts or deposits with Lender.


 


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19.                                 Binding Agreement.  This Guaranty is for the benefit of the
Lender and its respective successors and assigns.  Guarantor acknowledges that in the event of
an assignment of the Guaranteed Obligation or any part thereof in accordance
with the Credit Agreement, the rights and benefits under this Guaranty, to the
extent applicable to the Indebtedness so assigned, may be transferred with such
Indebtedness.  This Guaranty is binding
on Guarantor and its successors and permitted assigns, provided that Guarantor may not assign its
rights or obligations under this Guaranty without the prior written consent of
Lender (and any attempted assignment without such consent shall be null and
void).


 


20.                                 Notices. 
All notices required or permitted to be given under this Guaranty, if
any, must be in writing and shall or may, as the case may be, be given in the
same manner as notice is given under the Credit Agreement as follows:


 


If to Lender:


 


Texas Capital Bank


One Riverway, Suite 2450


Houston, Texas  77056


Telephone: 713-439-5911


Facsimile:   713-439-5942


Attention:  Jeff Treadway


 


with a copy to:


 


Porter & Hedges,
L.L.P.


1000 Main Street, 36th
Floor


Houston, Texas 77002


Telephone: 713-226-6660


Facsimile:   713-226-6260


Attention:  Ephraim del Pozo


 


If to Guarantor:


 


Stratum Holdings, Inc.


Three Riverway, Suite 1500


Houston, Texas 77056


Telephone: 713-479-7000


Facsimile: 713-975-6271


Attention:  Larry M. Wright


 


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with a copy to:


 


Haynes & Boone,
LLP

One Houston Center

1221 McKinney Street, Suite 2100

Houston, Texas 77010

Telephone: 713-547-2007

Facsimile: 713-236-5540


Attention:  Bryce Linsenmayer


 


By giving at least 10 days
written notice, any party to this Guaranty shall have the right from time to
time and at any time while this Guaranty is in effect to change its address or
fax number and shall have the right to specify a different address or fax
number within the United States of America or Canada.  Nothing in this Section shall be
construed to require any notice to Guarantor not otherwise expressly required
in this Guaranty.


 


21.                                 Reinstatement and Termination.


 


(a)                                  Notwithstanding anything in this Guaranty to the contrary, this Guaranty
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any portion of the Guaranteed Obligation paid by Guarantor
is revoked, terminated, rescinded or reduced or must otherwise be restored or
returned upon the insolvency, bankruptcy or reorganization (including without
limitation pursuant to any Debtor Relief Laws) of any Borrower or any other
Person or otherwise, as if such payment had not been made and whether or not
the Lender is in possession of or has released this Guaranty and regardless of
any prior revocation, rescission, termination or reduction.


 


(b)                                 Subject to clause (a) regarding reinstatement, this Guaranty shall
terminate and be released on the date the Guaranteed Obligation is Paid in
Full, other than obligations that survive termination or assignment of the Loan
Documents, and the Credit Agreement has terminated in accordance with its
terms.


 


(c)                                  Upon termination of the Guaranty pursuant to the provisions of Section 21(b),
Lender shall deliver or cause to be delivered to Guarantor, at Guarantor’s
expense, releases and satisfactions, or transfers without warranty, of all
obligations under this Guaranty and all collateral of Guarantor securing such
Guaranteed Obligation, and Guarantor shall deliver to Lender a general release
of all of Lender’s liabilities and obligations to Guarantor, including under
the Loan Documents (in each case, other than those arising under the
obligations that survive the termination or assignment of the Loan Documents)
and an acknowledgment that the same have been terminated or assigned as to
Guarantor.


 


22.                                 Governing Law. 
THIS GUARANTY IS TO BE CONSTRUED, AND
ITS PERFORMANCE ENFORCED, UNDER TEXAS LAW.


 


23.                                 No Oral Agreements.  THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY FROM WRITTEN 


 


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AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS
BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.  THIS GUARANTY (AS AMENDED IN WRITING FROM
TIME TO TIME), THE CREDIT AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS
EXECUTED BY BORROWERS, LENDER OR GUARANTOR (OR BY A BORROWER OR GUARANTOR FOR
THE BENEFIT OF LENDER OR LENDER) REPRESENT THE FINAL AGREEMENT BETWEEN
BORROWERS, GUARANTOR AND LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.  THIS SECTION IS
INCLUDED HEREIN, AMONG OTHER REASONS, PURSUANT TO SECTION 26.02 OF THE
TEXAS BUSINESS AND COMMERCE CODE, AS AMENDED FROM TIME TO TIME.


 


[Signature
is on the following page]


 


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This Guaranty is executed on the date first set out above.


 


	
   

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STRATUM HOLDINGS, INC.,

  
	
   

  	
   

  	
  a Nevada
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry
  M. Wright

  
	
   

  	
   

  	
   

  	
  Larry M.
  Wright

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  



 


Signature Page to
the Guaranty