# **Exhibit 10.3**

 

**GUARANTY**

** **

THIS GUARANTY (as amended, restated, orsupplemented, this “Guaranty”) is executed as of August 5, 2008, by**STRATUM HOLDINGS, INC.,** a Nevadacorporation (“Guarantor”) for the benefit of **TEXASCAPITAL BANK, N.A**. (“Lender”).

 

**RECITALS**

** **

# A.                                   CYMRI, L.L.C., a Nevada limited liabilitycompany, and Triumph Energy, Inc., a Louisiana corporation (eachindividually, a “Borrower” and collectively, “Borrowers”), and Lender haveentered into that certain Second Amended and Restated Credit Agreement datedthe same date as this Guaranty (as amended, restated, or supplemented, fromtime to time, the “Credit Agreement”), together with certain other LoanDocuments, as defined therein.

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# B.                                     Each Borroweris a wholly-owned Subsidiary of Guarantor and has agreed to enter into thisGuaranty so that Borrowers can receive the benefits of the Credit Agreement.

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# C.                                     It is expresslyunderstood among Borrowers, Guarantor and Lender that the execution anddelivery of this Guaranty is a condition precedent to the Lender’s obligationto extend credit under the Credit Agreement.

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

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

 

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

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“Attorney Costs” means and includes allreasonable fees, expenses and disbursements of any law firm or other externalcounsel of Lender.

 

“Borrowers” has themeaning given in Recital A and includes, without limitation, all of Borrowers’successors and assigns, each Borrower as a debtor-in-possession, and anyreceiver, trustee, liquidator, conservator, custodian, or similar partyhereafter appointed for any Borrower or for all or any portion of any Borrower’sassets pursuant to any liquidation, conservatorship, bankruptcy, moratorium,rearrangement, receivership, insolvency, reorganization, or similar DebtorRelief Law from time to time in effect.

 

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

 

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evidenced by writteninstrument, including the obligation of a Borrower to Guarantor as a subrogeeof 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 similardebtor relief laws of the United States or other applicable jurisdictions fromtime to time in effect and affecting the rights of creditors generally.

 

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

 

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

 

“Paid in Full or Payment in Full” means thatthe Guaranteed Obligation is completely paid and the Credit Agreement has beenterminated.

 

## 2.                                       Guaranty.

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

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

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### (c)                                  This is anabsolute, unconditional, irrevocable and continuing guaranty of payment (andnot of collection) of the Guaranteed Obligation and the other amounts due 

 

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

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### (d)                                 Any amountsreceived by Lender under this Guaranty in respect of the Guaranteed Obligationshall be applied by Lender to the Obligations in accordance with the provisionsof the Credit Agreement.

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## 3.                                       Default byBorrowers.  If an Eventof Default exists, Guarantor shall pay to Lender any and all amounts then dueand payable under this Guaranty on demand and without (a) further noticeof dishonor to Guarantor, (b) any prior notice to Guarantor of the acceptanceby Lender of this Guaranty, (c) any notice having been given to Guarantorprior to such demand of the creating or incurring of such Indebtedness, or (d) noticeof intent to accelerate or notice of acceleration to Guarantor orBorrowers.  To enforce such payment byGuarantor it shall not be necessary for Lender to first or contemporaneouslyinstitute suit or exhaust remedies against any Borrower or others liable onsuch Indebtedness, or to enforce rights against any security or collateral evergiven to secure such Indebtedness.

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## 4.                                       Amount ofGuaranty and Consideration.  Lender’s books and records showing the amountof the Guaranteed Obligation shall be admissible in evidence in any action orproceeding.  In consummating thetransactions contemplated by this Guaranty, Guarantor does not intend todisturb, delay, hinder, or defraud either its present or future creditors.  Guarantor is familiar with, and hasindependently reviewed books and records regarding, the financial condition ofBorrowers and is familiar with the value of the security and support for thepayment and performance of the amounts due under this Guaranty.  Based upon such examination, and taking intoaccount the fairly discounted value of Guarantor’s contingent obligations underthis Guaranty and the value of the subrogation and contribution claimsGuarantor could make in connection with this Guaranty, and assuming each of thetransactions contemplated by the Credit Agreement is consummated and Borrowersmake full use of the credit facilities thereunder, the present realizable fairmarket value of the assets of Guarantor exceeds the total obligations ofGuarantor, and Guarantor is able to pay its obligations as such obligationsmature in the normal course of business. Guarantor represents and warrants to Lender that the value ofconsideration received and to be received by it is reasonably worth at least asmuch as its liability under this Guaranty, and such liability may reasonably beexpected to benefit Guarantor, directly or indirectly.

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

 

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## 6.                                       Subordination.  Guarantor hereby expressly subordinates allCompany Indebtedness to the Payment in Full of the Guaranteed Obligation.  Upon the occurrence and during thecontinuance of an Event of Default under the Credit Agreement, Guarantor agreesnot to receive or accept any payment from Borrowers or any of theirSubsidiaries with respect to the Company Indebtedness and, in the eventGuarantor receives any payment on the Company Indebtedness in violation of theforegoing, Guarantor shall hold any such payment for the benefit of Lender andpromptly turn it over to Lender, in the form received (with any necessaryendorsements), to be applied to the Obligations under the CreditAgreement.  Upon the occurrence andduring the continuance of an Event of Default under the Credit Agreement, ifLender so requests, any such Company Indebtedness shall be enforced and allamounts received by Guarantor shall be received in trust for Lender and theproceeds thereof shall be paid over to Lender, but without reducing oraffecting in any manner the liability of Guarantor under this Guaranty, exceptto the extent such proceeds are applied to the Guaranteed Obligation by Lender.

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

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## 8.                                       Enforceabilityof Guaranty; No Release.

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

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### (b)                                 Guarantoragrees that the Lender may, at any time and from time to time, and withoutnotice to Guarantor, make any agreement with Borrowers or with any other Personliable on any of the Guaranteed Obligation or providing collateral as securityfor the Guaranteed Obligation, for the extension, renewal, payment, compromise,discharge or release of the Guaranteed Obligation or any collateral (in wholeor in part), or for any modification or amendment of the terms thereof or ofany instrument or agreement evidencing the Guaranteed Obligation or theprovision of collateral, all without in any way impairing, releasing,discharging or otherwise affecting the obligations of Guarantor under thisGuaranty.

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### (c)                                  Guarantorhereby agrees its obligations under the terms of this Guaranty shall not bereleased, discharged, diminished, impaired, reduced or otherwise adverselyaffected by any of the following: (i) theLender’s taking or accepting of any other 

 

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### security or guaranty for any or all of theGuaranteed Obligation; (ii) any release,surrender, exchange, subordination or loss of any security at any time existingin connection with any or all of the Guaranteed Obligation;(iii) any full or partial release of the liability of any otherobligor on the Guaranteed Obligation; (iv) theinsolvency, becoming subject to any Debtor Relief Law, or lack of corporatepower of any Borrower, or any party at any time liable for the payment of anyor all of the Guaranteed Obligation; (v) anyrenewal, extension or rearrangement of the payment of any or all of theGuaranteed Obligation, either with or without notice to or consent ofGuarantor, or any adjustment, indulgence, forbearance, or compromise that maybe granted or given by the Lender to Borrowers, Guarantor, or any other obligoron the Guaranteed Obligation; (vi) any neglect,delay, omission, failure or refusal of the Lender to take or prosecute anyaction for the collection of all or any part of the Guaranteed Obligation or toforeclose or take or prosecute any action in connection with any instrument oragreement evidencing or securing any or all of the Guaranteed Obligation; (vii) any failure of Lender to give Guarantor noticeof any of the foregoing, it being understood that Lender shall not be requiredto give Guarantor any notice of any kind under any circumstances with respectto or in connection with the Guaranteed Obligation, other than any noticeexpressly required to be given to Guarantor under this Guaranty, if any; (viii) the act of creating the GuaranteedObligation, or any part thereof, is *ultravires*, or the officers creating same exceeded their authority orviolated their fiduciary duties in connection therewith; (ix) anypayment of the Guaranteed Obligation to Lender is held to constitute apreference under any Debtor Relief Law or if for any other reason Lender isrequired to refund such payment or make payment to someone else (and in eachsuch instance this Guaranty shall be reinstated in an amount equal to suchpayment); or (x) any discharge, release, orother forgiveness of Borrowers’ liability for the payment of the GuaranteedObligation.

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## 9.                                       Exercise ofRights and Waiver.

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### (a)                                  No failure byLender to exercise, and no delay in exercising, any right or remedy under thisGuaranty 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, shallnot preclude the concurrent or subsequent exercise of any other right orremedy.  The remedies provided in thisGuaranty are cumulative and not exclusive of any remedies provided byapplicable law or in equity.  Theunenforceability or invalidity of any provision of this Guaranty shall notaffect the enforceability or validity of any other provision herein.

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### (b)                                 The obligationsof Guarantor under this Guaranty are those of primary obligor, and not merelyas surety, and are independent of the Obligations.  Guarantor waives diligence by Lender andaction on delinquency in respect of the Obligations or Guaranteed Obligation orany part thereof, including any provisions of applicable law requiring theLender to exhaust any right or remedy or to take any action against anyBorrower, any of its Subsidiaries, any other guarantor or any other Personbefore enforcing this Guaranty against Guarantor.  Guarantor hereby waives all rights by whichit might be entitled to require suit on an accrued right of action in respectof any of the Guaranteed Obligation or require suit against any Borrower orothers, whether arising pursuant to Section 34.02 of the Texas Businessand Commerce Code, as amended 

 

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### (regarding guarantor’s right to require a lender tosue a borrower on accrued right of action following a guarantor’s writtennotice to a lender), Section 17.001 of the Texas Civil Practice andRemedies Code, as amended (allowing suit against a guarantor without suitagainst a borrower, but precluding entry of judgment against a guarantor priorto entry of judgment against a borrower), Rule 31 of the Texas Rules ofCivil Procedure, as amended (requiring a lender to join a borrower in any suitagainst a guarantor unless judgment has been previously entered against aborrower), or otherwise.

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### (c)                                  Guarantorwaives notice of acceptance of this Guaranty, notice of any loan to which itmay apply, and waives presentment, demand for payment, protest, notice ofdishonor or nonpayment of any loan, notice of intent to accelerate, notice ofacceleration, and notice of any suit or notice of the taking of other action bythe Lender against Borrowers, Guarantor or any other Person and any notice toany party liable thereon (including Guarantor).

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## 10.                                 Stay of Acceleration.  In the event that acceleration of the timefor 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 upondemand by Lender.

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

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

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## 13.                                 Reliance and Duty to RemainInformed. Guarantor confirms that it has executed anddelivered this Guaranty after reviewing the terms and conditions of the CreditAgreement and the other Loan Documents and such other information as it hasdeemed appropriate in order to make its own credit analysis and decision toexecute and deliver this Guaranty. Guarantor confirms that it has made its ownindependent investigation with respect to Borrowers’ creditworthiness and isnot executing and delivering this Guaranty in reliance on any representation orwarranty by the Lender as to such creditworthiness.  Guarantor expressly assumes allresponsibilities to remain informed of the financial condition of Borrowers andany circumstances affecting (a) Borrowers’ ability to perform under theLoan Documents to which Borrowers are parties or (b) any collateralsecuring all or any part of the Guaranteed Obligation.

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## 14.                                 Change in a Guarantor’sStatus.  Should Guarantor becomeinsolvent, or fail to pay its debts generally as they become due, orvoluntarily seek, consent to, or acquiesce in the benefit or benefits of anyDebtor Relief Law or become a party to (or be made the subject of) anyproceeding provided for by any Debtor Relief Law (other than as a creditor orclaimant) that could suspend or otherwise adversely affect the rights of theLender granted under this Guaranty, then, in any such event, the GuaranteedObligation 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 theGuaranteed Obligation, or any part thereof is then due and owing by Borrowersto Lender), payable in full by Guarantor to Lender upon demand, which shall bethe estimated amount owing in respect of the contingent claim created underthis Guaranty.

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## 15.                                 Representations andWarranties.  Guarantorrepresents and warrants that (a) it is duly organized or formed, validlyexisting and in good standing under the applicable laws of the jurisdiction ofits organization, (b) it has all requisite company power and authority andall requisite governmental licenses, authorizations, consents and approvals to (i) ownits assets and carry on its business and (ii) execute, deliver, andperform its obligations under this Guaranty, (c) it is duly qualified andis licensed and in good standing under the applicable laws of each jurisdictionwhere its ownership, lease or operation of properties or the conduct of itsbusiness requires such qualification or licenses, except where such failurewould not reasonably be expected to have a Material Adverse Effect, (d) theexecution, delivery and performance of this Guaranty has been duly authorizedby all necessary company action, and do not and will not (i) contravenethe terms of any of its organization documents, (ii) conflict with orresult in any breach or contravention of, or the creation of any lien on any ofits assets under the terms of any agreement, judgment, license, order or permitapplicable to or binding on Guarantor, the violation of which could reasonablybe expected to have a Material Adverse Effect, or (iii) violate anyapplicable law the violation of which could reasonably be expected to have aMaterial Adverse Effect, (e) except as expressly contemplated by the LoanDocuments and except as has been obtained, no approval, consent, exemption,authorization, or other action by, or notice to, or filing with, anyGovernmental Authority or any other Person is necessary or required inconnection with the execution, delivery or performance by, or enforcementagainst, Guarantor, and (f) this Guaranty has been, and when deliveredhereunder, will have been, duly executed and delivered by Guarantor and itcreates a legal, valid and binding obligation of Guarantor, enforceable againstGuarantor, subject to bankruptcy, insolvency, fraudulent conveyance and generalprinciples of equity.

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

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## 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 GuaranteedObligation) of Borrowers or any other party against the Lender or againstpayment of the Guaranteed Obligation, whether such offset, claim, or defensearises in connection with the Guaranteed Obligation or otherwise.  Such claims and defenses include, withoutlimitation, failure of consideration, breach of warranty, fraud, statute offrauds, bankruptcy, infancy, statute of limitations, lender liability, accordand satisfaction, and usury.

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## 18.                                 Setoff. If and to the extent any payment is not made when due under thisGuaranty, Lender may setoff and charge from time to time any amounts so dueagainst 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 theLender and its respective successors and assigns.  Guarantor acknowledges that in the event ofan assignment of the Guaranteed Obligation or any part thereof in accordancewith the Credit Agreement, the rights and benefits under this Guaranty, to theextent applicable to the Indebtedness so assigned, may be transferred with suchIndebtedness.  This Guaranty is bindingon Guarantor and its successors and permitted assigns, *provided that*Guarantor may not assign itsrights or obligations under this Guaranty without the prior written consent ofLender (and any attempted assignment without such consent shall be null andvoid).

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

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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, 36thFloor

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,LLPOne Houston Center1221 McKinney Street, Suite 2100Houston, Texas 77010Telephone: 713-547-2007Facsimile: 713-236-5540

Attention:  Bryce Linsenmayer

 

By giving at least 10 dayswritten notice, any party to this Guaranty shall have the right from time totime and at any time while this Guaranty is in effect to change its address orfax number and shall have the right to specify a different address or faxnumber within the United States of America or Canada.  Nothing in this Section shall beconstrued to require any notice to Guarantor not otherwise expressly requiredin this Guaranty.

 

## 21.                                 Reinstatement and Termination.

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### (a)                                  Notwithstanding anything in this Guaranty to the contrary, this Guarantyshall continue to be effective or be reinstated, as the case may be, if at anytime any payment of any portion of the Guaranteed Obligation paid by Guarantoris revoked, terminated, rescinded or reduced or must otherwise be restored orreturned upon the insolvency, bankruptcy or reorganization (including withoutlimitation pursuant to any Debtor Relief Laws) of any Borrower or any otherPerson or otherwise, as if such payment had not been made and whether or notthe Lender is in possession of or has released this Guaranty and regardless ofany prior revocation, rescission, termination or reduction.

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### (b)                                 Subject to clause (a) regarding reinstatement, this Guaranty shallterminate and be released on the date the Guaranteed Obligation is Paid inFull, other than obligations that survive termination or assignment of the LoanDocuments, and the Credit Agreement has terminated in accordance with itsterms.

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### (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’sexpense, releases and satisfactions, or transfers without warranty, of allobligations under this Guaranty and all collateral of Guarantor securing suchGuaranteed Obligation, and Guarantor shall deliver to Lender a general releaseof all of Lender’s liabilities and obligations to Guarantor, including underthe Loan Documents (in each case, other than those arising under theobligations that survive the termination or assignment of the Loan Documents)and an acknowledgment that the same have been terminated or assigned as toGuarantor.

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## 22.                                 Governing Law. **THIS GUARANTY IS TO BE CONSTRUED, ANDITS PERFORMANCE ENFORCED, UNDER TEXAS LAW.**

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## 23.                                 No Oral Agreements.  **THE RIGHTSAND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY FROM WRITTEN**

 

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## **AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTSBETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.  THIS GUARANTY (AS AMENDED IN WRITING FROMTIME TO TIME), THE CREDIT AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTSEXECUTED BY BORROWERS, LENDER OR GUARANTOR (OR BY A BORROWER OR GUARANTOR FORTHE BENEFIT OF LENDER OR LENDER) REPRESENT THE FINAL AGREEMENT BETWEENBORROWERS, GUARANTOR AND LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTSBETWEEN THE PARTIES.  THIS SECTION ISINCLUDED HEREIN, AMONG OTHER REASONS, PURSUANT TO SECTION 26.02 OF THETEXAS BUSINESS AND COMMERCE CODE, AS AMENDED FROM TIME TO TIME.**

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***[Signatureis 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 tothe Guaranty

 

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