Amendments to the Pledge Agreement. The following sections of the Pledge Agreement shall be amended as follows:
(a) The introduction of the Pledge Agreement is hereby deleted in its entirety and replaced with the following: “THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2012 (the “Effective Date”), is by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX 1991 TRUST (“Purchaser”). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Schedule 3 attached hereto, and if not defined therein, the meanings set forth in the First Purchase Agreement (as defined hereinafter) unless otherwise stated.”
(b) Recitals A, B, C, D, E and F of the Pledge Agreement are hereby deleted in their entirety and the following shall be substituted in place thereof:
A. Previously, Debtor granted to Purchaser, among other parties, as secured party, a security interest in certain of its property and assets, including a pledge of 100% of the stock of its Subsidiaries, pursuant to that certain Pledge and Security Agreement dated as of November 10, 2011 (the “Original Agreement”).
B. Under the terms of the First Purchase Agreement, Debtor has agreed to amend and restate the Original Agreement to, among other things, grant to Purchaser, as secured party, a security interest in certain of its property and assets as set forth herein, including a pledge of 100% of ownership interests in all of its Subsidiaries, including without limitation, the Select Securities and the TVOG Securities.
C. As a condition precedent to issuance of the First Note, the Debtor is required to execute and deliver this Agreement.”
(c) Section 5(b)(iv) of the Pledge Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to the Pledge Agreement. The first paragraph in the “RECITALS” of the Pledge Agreement is hereby amended by amending and restating in its entirety to read as follows:
Amendments to the Pledge Agreement. (a) Section 1.2 of the Pledge Agreement is hereby amended by:
(i) adding the following definition in proper alphabetical order:
Amendments to the Pledge Agreement. (a) Subsections (i) and (iii) of Section 6(a) of the Pledge Agreement are each deleted in their entirety and such subsections shall be replaced with the phrase “[Intentionally omitted];”, and any and all references to such subsections, whether direct or indirect, in any term, condition, limitation or other provision in the Pledge Agreement, are deleted, and such section and references shall be of no further force or effect.
(b) Subsection (ii) of Section 6(a) of the Pledge Agreement is deleted in its entirety and shall be replaced with the following: the security interest under this Agreement, any other Indenture Document or in respect of any Pari Passu Indebtedness that ranks equally and ratably with the security interest under this Agreement in an aggregate principal amount exceeding, when aggregated with the aggregate principal amount of outstanding Notes, $80.0 million (the “Cap”); provided, however, that, for a single period not to exceed six consecutive months, the Cap may be increased to $120 million by notice from the Company to Collateral Agent.”
(c) Section 6(k) of the Pledge Agreement is deleted in its entirety and shall be replaced with the following: “not take any action that could, or fail to take any action which failure could, reasonably be expected to result in any one or more of the representations and warranties set forth in Section 5 of this Agreement being incorrect or inaccurate in any material respect when made;”
(d) Section 6(n) of the Pledge Agreement is deleted in its entirety and such section shall be replaced with the phrase “[Intentionally omitted];”, and any and all references to such section, whether direct or indirect, in any term, condition, limitation or other provision in the Pledge Agreement, are deleted, and such sections and references shall be of no further force or effect.
(e) Sections 6(y) of the Pledge Agreement is deleted in its entirety and such section shall be replaced with the phrase “[Intentionally omitted]; and”, and any and all references to such sections, whether direct or indirect, in any term, condition, limitation or other provision in the Pledge Agreement, are deleted, and such sections and references shall be of no further force or effect.
(f) The following is hereby added as a new Section 30 to the Pledge Agreement:
Amendments to the Pledge Agreement. Section 1.01 is amended to add the following:
Amendments to the Pledge Agreement. The Pledge Agreement shall be amended as follows:
2.1. The first recital of the Pledge Agreement shall be amended and restated in its entirety to read as follows: “The Borrower, certain lenders and CIBC, as administrative agent, are parties to a Revolving Credit Agreement dated as of March 19, 2004 (as modified and supplemented and in effect from time to time, the “Revolving Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by making of loans and issuing letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $47,500,000, subject to increase to $50,000,000 as provided therein.”
2.2. Annex I to the Pledge Agreement shall be amended and restated in its entirety by substituting therefor Annex I to this Amendment No. 1.
Amendments to the Pledge Agreement. Effective as of the date first above written and subject to the satisfaction of the condition precedent set forth in Section 3 below, Schedule I to the Pledge Agreement setting forth the “Pledged Interests” thereunder is hereby replaced in its entirety with Schedule I attached hereto as Annex A, and Pledgor hereby affirms its grant of a security interest in the Collateral associated with such Pledged Interests for the ratable benefit of the Secured Party and the Creditors, to secure the prompt and complete payment and performance of the Secured Obligations.
Amendments to the Pledge Agreement. Schedule I. Schedule I to ---------------------------------- the Pledge Agreement is hereby deleted in its entirety and Schedule I hereto is inserted in lieu thereof.
Amendments to the Pledge Agreement. (a) Section 3(b) is hereby amended to read in its entirety as follows (added language in bold type):
(b) except for the lien and security interest granted under the Reimbursement Documentation as security for the payment or performance, as the case may be, in full of the Reimbursement Obligations (the "Reimbursement Security Interest"), the lien and security interest granted under the Investor Revolving Credit Documentation (as defined in the Security Agreement, as amended) for the payment or performance, as the case may be, of the Investor Revolver Obligations (as defined in the Security Agreement, as amended), the lien and security interest granted under the Indenture Documentation as security for the payment or performance, as the case may be, of the Indenture Obligations, and the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
Amendments to the Pledge Agreement. 1.1 Annex A to the Pledge Agreement is hereby deleted in its entirety and Exhibit A attached hereto is substituted therefor.
