PLEDGE AGREEMENT
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(LLC Membership Interests)
This Pledge Agreement ("Pledge Agreement") is made effective as of October
15, 2004 ("Effective Date"), by and between PETROSEARCH CORPORATION, a Texas
corporation ("Pledgor"), and FORTUNA ENERGY, L.P. ("Secured Party").
RECITALS:
A. Pledgor is in the business of acquiring, developing and operating
oil and gas properties in several states, including, Texas, Oklahoma, North
Dakota, Montana and Mississippi. Pledgor has obtained commitments from industry
joint venturers to develop several drilling prospects, thereby requiring an
accelerated leasing program in the target areas. Additional acquisition and
exploration opportunities have contemporaneously been presented by third parties
to Pledgor which Pledgor desires to pursue in addition to the near term drilling
projects.
B. Pledgor and its wholly owned subsidiaries, Anadarko Petrosearch,
L.L.C., a Texas limited liability company ("Anadarko Petrosearch") and TK
Petrosearch, L.L.C., a Texas limited liability company, ("TK Petrosearch") and
Guidance Petrosearch, L.L.C., together with Secured Party, have entered into a
certain Revolving Credit Agreement of even date to facilitate the utilization of
the financial resources of Secured Party as a funding source to fund new lease
acquisitions and drilling projects.
C. Secured Party has requested that the membership interests (ownership
interests) in Anadarko Petrosearch, L.L.C. and TK Petrosearch, L.L.C. in the
name of or held for the benefit of Pledgor be pledged by Pledgor to Secured
Party as security for repayment of the funds advanced and as security for all
other obligations described in the Revolving Credit Agreement, the Revolving
Credit Note of even date in the original principal sum of $18,000,000.00 (the
"Note"), and associated loan documents.
TERMS OF AGREEMENT:
NOW, THEREFORE, FOR VALUE RECEIVED, the sufficiency of which is
acknowledged by the parties, the parties hereto agree as follows:
ARTICLE I
SECURITY INTEREST AND PLEDGE
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Section 1.01. SECURITY INTEREST AND PLEDGE. Subject to the terms of
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this Pledge Agreement, Pledgor hereby pledges and grants to Secured Party a
first priority security interest in the following property (such property being
hereinafter sometimes called the "Collateral"):
(a) 100% of the membership interests (ownership interests) in Anadarko
Petrosearch (the "Anadarko LLC Interests");
(b) 100% of the membership interests (ownership interests) in TK
Petrosearch, save and except the after-payout back-in interest of ___%
of the subsidiary president, T. Xxxxx Xxxxx (the "TK LLC Interests");
(c) 100% of the membership interests in Pledgor's other subsidiaries, now
existing or hereafter created, which utilize Lender funds advanced
under the Note and pursuant to the Revolving Credit Agreement; and
(d) all products and proceeds of the foregoing Anadarko and TK LLC
Interests, including, without limitation, all revenues, distributions,
dividends, stock dividends, securities and other property, rights, and
interests that Pledgor is at any time entitled to receive on account
of the same.
Section 1.02. OBLIGATIONS SECURED. The Collateral shall secure the
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following obligations, indebtednesses, and liabilities (all such obligations,
indebtednesses, and liabilities being hereinafter sometimes called the
"Obligations"):
(a) the obligations and indebtedness of Pledgor to Secured Party
evidenced by the Revolving Credit Agreement and Note; and
(c) all extensions, renewals, and modifications of any of the
foregoing.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
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Pledgor represents and warrants to Secured Party that:
Section 2.01. TITLE. Pledgor owns, and with respect to Collateral
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acquired after the date hereof, Pledgor will own, legally and beneficially, the
Collateral free and clear of any lien, security interest, pledge, claim, or
other encumbrance or any right or option on the part of any third person to
purchase or otherwise acquire the Collateral or any part thereof, except for the
security interest granted hereunder and otherwise referenced in Section 1.01
above. The Collateral is not subject to any restriction on transfer or
assignment except for compliance with applicable federal and state securities
laws and regulations promulgated thereunder. Pledgor has the unrestricted right
to pledge the Collateral as contemplated hereby. All of the Collateral has been
duly and validly issued and is fully paid and nonassessable.
Section 2.02. CONFLICTS WITH OTHER AGREEMENTS. The execution,
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delivery, and performance of this Pledge Agreement by Pledgor will not conflict
with, result in a breach of, or constitute a default under the provisions of any
indenture, mortgage, deed of trust, security
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agreement, or other instrument or agreement or any judgment, decree, order, law,
statute or other governmental rule or regulation applicable to Pledgor or any of
his properties.
Section 2.03. LITIGATION. There is no litigation or governmental
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proceeding pending or threatened against Pledgor or any of his properties which
if adversely determined would have a material adverse effect on the Collateral
or the financial condition, operations, or business of Pledgor.
Section 2.04. FIRST PRIORITY PERFECTED SECURITY INTEREST. Upon
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delivery of the Collateral to Secured Party or to its escrow agent, this Pledge
Agreement shall create a first priority perfected security interest in the
Collateral.
ARTICLE III
AFFIRMATIVE AND NEGATIVE COVENANTS
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Pledgor covenants and agrees with Secured Party that until the Obligations
are satisfied and performed in full:
Section 3.01. DELIVERY OF COLLATERAL. Pledgor shall, concurrently with
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the execution hereof deliver all certificates or instruments representing or
evidencing the Collateral to Secured Party. Such certificates or instruments
shall be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party. Upon the occurrence and during the
continuance of an Event of Default (as defined in Section 5.01 hereof), the
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Secured Party shall have the right, at any time in its discretion and without
notice to the Pledgor, to transfer to or to register in the name of the Secured
Party or any of its nominees any or all of the Collateral. In addition, the
Secured Party shall have the right at any time to exchange certificates or
instruments representing or evidencing collateral for certificates or
instruments of smaller or larger denominations.
Section 3.02. ENCUMBRANCES. Pledgor shall not create, permit, or
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suffer to exist, and shall defend the Collateral against, any lien, security
interest, or other encumbrance on the Collateral except the pledge and security
interest of Secured Party hereunder and the pledge and security interests
referenced in Section 1.01 above, and shall defend Pledgor's rights in the
Collateral and Secured Party's security interest in the Collateral against the
claims of all persons.
Section 3.03. SALE OF COLLATERAL. Pledgor shall not sell, assign, or
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otherwise dispose of the Collateral or any part thereof without the prior
written consent of Secured Party. Provided, however, Pledgor shall have the
right to exchange the LLC Interests, or part thereof, for stock in a publicly
traded company and to thereafter substitute the publicly traded stock for the
Collateral so exchanged. Pledgor is further authorized to proceed with its
current proposed business combination with a newly formed entity so long as the
reorganization results in a substantial infusion of working capital toward
development of Pledgor's oil and gas properties.
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Section 3.04. FURTHER ASSURANCES. At any time and from time to time,
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upon the request of Secured Party, and at the sole expense of Pledgor, Pledgor
shall promptly execute and deliver all such further instruments and documents
and take such further action as Secured Party may deem necessary or desirable to
preserve and perfect its security interest in the Collateral and carry out the
provisions and purposes of this Pledge Agreement, including, without limitation,
the execution and filing of such financing statements as Secured Party may
require. A carbon, photographic, or other reproduction of this Pledge Agreement
or of any financing statement covering the Collateral or any part thereof shall
be sufficient as a financing statement and may be filed as a financing
statement.
Section 3.05. OBLIGATIONS. Pledgor shall duly and punctually pay and
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perform the Obligations, including without limitation, the obligations of
Pledgor under this Pledge Agreement.
Section 3.06. NOTIFICATION. Pledgor shall promptly notify Secured
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Party of (i) any lien, security interest, encumbrance or claim made or
threatened against the Collateral, (ii) any material change in the Collateral,
including, without limitation, any material decrease in the value of the
Collateral, and (iii) the occurrence or existence of any Event of Default
(hereinafter defined) or the occurrence or existence of any condition or event
that, with the giving of notice or lapse of time or both, would be an Event of
Default.
Section 3.07. COMPLIANCE WITH LAWS. Pledgor shall comply with all
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applicable laws, rules, regulations, and orders of any court or governmental
authority.
ARTICLE IV
RIGHTS OF SECURED PARTY AND PLEDGOR
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Section 4.01. VOTING RIGHTS. So long as no Event of Default (as
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hereinafter defined) shall have occurred and be continuing and this Pledge
Agreement is in force and effect, Pledgor shall be entitled to exercise any
voting and other consensual rights relating or pertaining to the Collateral or
any part thereof. Upon the occurrence and during the continuance of an Event of
Default, at the sole option of the Secured Party, all voting rights shall
thereupon become vested in the Secured Party or its assignee, who shall
thereupon have the sole right to exercise or to assign the right to exercise
such voting and other consensual rights.
Section 4.02. PERFORMANCE BY SECURED PARTY OF PLEDGOR'S OBLIGATIONS.
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If Pledgor fails to perform or comply with any of the agreements contained
herein and Secured Party itself shall cause performance of or compliance with
such agreement, the expenses of Secured Party, together with interest thereon at
the rate of 12% per annum, shall be payable by Pledgor to Secured Party on
demand and shall constitute Obligations secured by this Pledge Agreement.
ARTICLE V
DEFAULT
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Section 5.01. EVENTS OF DEFAULT. Each of the following shall be deemed
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an "Event of Default":
(a) Pledgor shall fail to pay when due, within any applicable notice,
cure or grace period, the Obligations or any part thereof.
(b) Any representation or warranty made or deemed made by Pledgor in
this Pledge Agreement or in any certificate, report, notice, or statement
furnished at any time in connection with this Pledge Agreement or the Loan
Documents is false, misleading, or erroneous in any material respect on the
date when made or deemed to have been made.
(c) Pledgor shall fail to perform, observe, or comply with any
covenant, agreement or term contained in this Pledge Agreement and such
failure continues, without cure, for twenty (20) days after written notice
to Pledgor.
(d) Pledgor or any issuer of the Collateral (or any of same) shall
commence a voluntary proceeding seeking liquidation, reorganization, or
other relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian, or other similar
official of it or a substantial part of its property or shall consent to
any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it or
shall make a general assignment for the benefit of creditors or shall
generally fail to pay its debts as they become due or shall take any
corporate action to authorize any of the foregoing.
(e) An involuntary proceeding shall be commenced against Pledgor or any
issuer of the Collateral seeking liquidation, reorganization, or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of
a trustee, receiver, liquidator, custodian or other similar official of it
or a substantial part of its property, and such involuntary proceeding
shall remain undismissed and unstayed for a period of thirty (30) days.
Section 5.02. RIGHTS AND REMEDIES. Upon the occurrences of an Event of
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Default, and subject to the notice and opportunity to cure required by the Note,
Secured Party shall have the following rights and remedies:
(i) Secured Party may declare the Obligations or any part thereof
immediately due and payable, without demand, presentment, notice of
dishonor, notice of acceleration, notice of intent to accelerate, notice of
intent to demand, protest, or any other notice whatsoever, all of which are
hereby expressly waived by Pledgor; provided, however, that upon the
occurrence of an Event of Default under Section 5.01(d) or Section 5.01(e)
of this Pledge Agreement, the Obligations shall become immediately due and
payable without demand, presentment, notice of dishonor, notice of
acceleration, notice of intent to
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accelerate, notice of intent to demand, protest, or any other notice
whatsoever, all of which are hereby expressly waived by Pledgor.
(ii) In addition to all other rights and remedies granted to
Secured Party in this Pledge Agreement and in any other instrument or
agreement securing, evidencing, or relating to the Obligations, Secured
Party shall have all of the rights and remedies of a secured party under
the Uniform Commercial Code in force in the State of Texas as of the date
of this Agreement. Without limiting the generality of the foregoing,
Secured Party may (A) without demand or notice to Pledgor, collect,
receive, or take possession of the Collateral or any part thereof, (B) sell
or otherwise dispose of the Collateral, or any part thereof, in one or more
parcels at public or private sale or sales, at Secured Party's offices or
elsewhere, for cash or on credit, and/or (C) bid and become a purchaser at
any sale free of any right or equity of redemption in Pledgor, which right
or equity is hereby expressly waived and released by Pledgor. Upon the
request of Secured Party, Pledgor shall assemble the Collateral and make it
available to Secured Party at any place designated by Secured Party that is
reasonably convenient to Pledgor and Secured Party. Pledgor agrees that
Secured Party shall not be obligated to give more than five (5) days
written notice of the time and place of any public sale or of the time
after which any private sale may take place and that such notice shall
constitute reasonable notice of such matters. Pledgor shall be liable for
all expenses of retaking, holding, preparing for sale, or the like, and all
attorneys' fees and other expenses incurred by Secured Party in connection
with the collection of the Obligations and the enforcement of Secured
Party's rights under this Pledge Agreement, all of which expenses and fees
shall constitute additional Obligations secured by this Pledge Agreement.
Secured Party may apply proceeds of the Collateral against the Obligations
in such order and manner as Secured Party may elect. Pledgor shall remain
liable for any deficiency if the proceeds of any sale or disposition of the
Collateral are insufficient to pay the Obligations.
(iii) Secured Party may cause any or all of the Collateral held by
it to be transferred into the name of Secured Party or the name or names of
Secured Party's nominee or nominees.
(iv) Secured Party shall be entitled to receive all cash dividends
payable in respect of the Collateral.
(v) Secured Party shall have the right, but shall not be obligated
to, exercise or cause to be exercised all voting rights and corporate
powers in respect of the Collateral, and Pledgor shall deliver to Secured
Party, if requested by Secured Party, irrevocable proxies with respect to
the Collateral in form satisfactory to Secured Party.
(vi) Pledgor hereby acknowledges and confirms that Secured Party
may be unable to effect a public sale of any or all of the Collateral by
reason of certain prohibitions contained in the Securities Act of 1933, as
amended, and applicable state securities laws and may be compelled to
resort to one or more private sales thereof to a restricted group of
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purchasers who will be obligated to agree, among other things, to acquire
any shares of the Collateral for their own respective accounts for
investment and not with a view to distribution or resale thereof. Pledgor
further acknowledges and confirms that any such private sale may result in
prices or other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agree that any such
private sale shall be deemed to have been made in a commercially reasonable
manner, and Secured Party shall be under no obligation to take any steps in
order to permit the Collateral to be sold at a public sale. Secured Party
shall be under no obligation to delay a sale of any of the Collateral for
any period of time necessary to permit any issuer thereof to register such
Collateral for public sale under the Securities Act of 1933, as amended, or
under applicable state securities laws. The Pledgor hereby waives any
claims against the Secured Party arising by reason of the fact that the
price at which the Collateral may have been sold at such private sale was
less than the price which might have been obtained at a public sale or was
less than the Obligations even if the Secured Party accepts the first offer
received and does not offer the Collateral to more than one offeree (other
than the Secured Party or an affiliate of the Secured Party).
(vii) On any sale of the Collateral, Secured Party is hereby
authorized to comply with any limitation or restriction compliance with
which is necessary, in the view of Secured Party's counsel, in order to
avoid any violation of applicable law or in order to obtain any required
approval of the purchaser or purchasers by any applicable governmental
authority.
(viii) Neither Pledgor nor any Manager of TK Petrosearch or
Anadarko Petrosearch shall vote in favor of or assent to the filing for
bankruptcy protection or any other proceeding without the prior written
consent of Secured Party.
Section 5.03. SECURITY INTEREST ABSOLUTE. All rights of the Secured
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Party hereunder, the interest, and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any loan document,
any agreement with respect to any of the Obligations or any other agreement
or instrument relating to any of the foregoing;
(b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations or any other amendment or
waiver of or any consent to any departure from this Agreement or any other
agreement or instrument; or
(c) any sale, exchange, release or nonperfection of any other
collateral, or any release of any guarantor or any person liable in any
manner for the collection of any of the Obligations or any amendment or
waiver of or consent to or departure from any guaranty, for all or any of
the Obligations.
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Section 5.04. WAIVER AND CONSENT.
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(a) Pledgor consents and agrees that the Secured Party may in its
absolute and sole discretion, at any time and from time to time, without
notice or demand, and without affecting the enforceability or security
hereof: (i) create new Obligations or supplement, modify, amend, extend,
increase, decrease, renew, accelerate or otherwise change the Obligations
or any of their terms; (ii) supplement, modify, amend, or waive any
provision of, or enter into or give any agreement, approval or consent with
respect to any of the Loan Documents; (iii) accept new or additional
instruments, documents or agreements in exchange for or relative to any of
the Obligations or any part thereof; (iv) accept payments on the
Obligations; (v) receive and hold additional security or guaranties for the
Obligations or any part thereof; (vi) release, reconvey, terminate, waive,
abandon, fail to perfect, subordinate, exchange, substitute, transfer or
enforce any security or guarantees and apply any security and direct the
order or manner of sale thereof; (vii) release any person from any personal
liability with respect to the Obligations or any part thereof; and (viii)
settle, release on terms satisfactory to the Secured Party or by operation
of applicable laws or otherwise liquidate or enforce any Obligations and
any security or guaranty in any manner, and consent to the transfer of any
security.
(b) Upon the occurrence and during the continuance of an Event of
Default, and subject to the notice and opportunity to cure required by the
Note, the Secured Party may enforce this Agreement independently from any
other loan document and independently of any other remedy, security or
guaranty the Secured Party at any time may have or hold in connection with
the Obligations, and it shall not be necessary for the Secured Party to
marshal assets in favor of the Pledgor or any other person or to proceed
upon or against and/or exhaust my other security or remedy before
proceeding to enforce this Agreement. The Pledgor expressly agrees that the
Secured Party may proceed against any or all of the Collateral or
guaranties for the Obligations in such order and in such manner as it shall
determine in its sole and absolute discretion. The Secured Party may file a
separate action or actions against the Pledgor, whether action is brought
or prosecuted with respect to any other security or against any other
person, or whether any other person is joined in any such action or
actions. The Pledgor agrees that the Secured Party and other guarantor, if
any, of the Obligations ("Other Guarantor") may deal with each other in
connection with the Obligations or otherwise, or alter any contracts or
agreements now or hereafter existing between or among any of them, in any
manner whatsoever, all without in any way altering or affecting the
security of this Agreement. The Pledgor expressly waives the benefit of any
statute(s) of limitations affecting its liability hereunder or the
enforcement of the Obligations or the Security Interest created or granted
herein. The Secured Party's rights hereunder shall be reinstated and
revived, and the enforceability of this Agreement shall continue, with
respect to any amount at any time paid on account of the Obligations that
thereafter shall be required to be restored or returned by the Secured
Party upon the bankruptcy, insolvency or reorganization of any Pledgor or
otherwise, all as though such amount had not been paid. The Security
Interest created or granted herein and the enforceability of this Agreement
at all times shall remain effective to secure the full amount
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of all the Obligations even though the Obligations , or any part thereof or
any other security or guaranty therefor, may be or hereafter may become
invalid or otherwise unenforceable as against any Other Guarantor and
whether or not the Pledgor or Other Guarantor shall have any personal
liability with respect thereto.
(c) The Pledgor expressly waives any and all defenses now or
hereafter arising or asserted by reason of (i) any disability or other
defense of any Other Guarantor with respect to the Obligations (ii) the
failure of priority of any security for the Obligations (iii) the cessation
from any cause whatsoever of the liability of any Other Guarantor (other
than by reason of the full payment and performance of all Obligations, (iv)
any failure of the Secured Party to give notice of sale or other
disposition of any property securing the Obligations to the Pledgor or any
other person or any defect in any notice that may be given in connection
with any sale or disposition of any property securing the Obligations, (v)
any failure of the Secured Party to comply with applicable laws in
connection with the sale or other disposition of any property securing the
Obligations, including, without limitation, any failure of the Secured
Party to conduct a commercially reasonable sale or other disposition of any
property securing the Obligations , (vi) any act or omission of the Secured
Party or others that directly or indirectly results in or aids the
discharge or release of any Other Guarantor or the Obligations or any other
security or guaranty therefor by operation of law or otherwise, (vii) any
law that provides that the obligation of a surety or guarantor must neither
be larger in amount nor in other respects more burdensome than that of the
principal or that reduces a surety's or guarantor's obligation in
proportion to the principal's obligation, (viii) any failure of the Secured
Party to file or enforce a claim in any bankruptcy or other proceeding with
respect to any person, (xi) the election by the Secured Party, in any
bankruptcy proceeding of any person, of the application or nonapplication
of Section 1111(b)(2) of the United States Bankruptcy Code, (x) any
extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx
Xxxxxx Xxxxxx Bankruptcy Code, (xi) any use of cash collateral under
Section 363 of the United States Bankruptcy Code, (xii) any agreement or
stipulation with respect to the provision of adequate protection in any
bankruptcy proceeding of any person, (xiii) the avoidance of any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding of any person, including any
discharge of, or bar or stay against collecting, all or any of the
Obligations in or as a result of any such proceeding, or (xiv) any action
taken by the Secured Party that is authorized by this Section or any other
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provision of any Loan document.
ARTICLE VI
MISCELLANEOUS
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Section 6.01. EXPENSES; INDEMNIFICATION. Pledgor agrees to pay on
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demand all costs and expenses incurred by Secured Party in connection with the
preparation, negotiation, and execution of the Pledge Agreement and any and all
amendments, modifications, and supplements hereto. Pledgor agrees to pay and to
hold Secured Party harmless from and against all excise, sales, stamp, or other
taxes and all fees payable in connection with this Pledge Agreement or the
transactions
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contemplated hereby, and agree to hold Secured Party harmless from and against
any and all present or future claims or liabilities with respect to or resulting
from Pledgor performing or delaying in performing their obligations under this
Pledge Agreement.
Section 6.02. NO WAIVER; CUMULATIVE REMEDIES. No failure on the part
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of Secured Party to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power, or privilege under this Pledge
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, or privilege under this Pledge Agreement preclude
any other or further exercise thereof or the exercise of any other right, power,
or privilege. The rights and remedies provided for in this Pledge Agreement are
cumulative and not exclusive of any rights and remedies provided by law.
Section 6.03. SUCCESSORS AND ASSIGNS. This Pledge Agreement shall be
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binding upon and inure to the benefit of Pledgor and Secured Party and their
respective heirs, successors, and assigns, except that Pledgor may not assign
any of its rights or obligations under this Pledge Agreement without the prior
written consent of Secured Party, which consent shall not be unreasonably
withheld.
Section 6.04. AMENDMENT; ENTIRE AGREEMENT. This Pledge Agreement
-----------------------------
embodies the entire agreement among the parties hereto and supersedes all prior
agreements and understandings, if any, relating to the subject matter hereof.
The provisions of this Pledge Agreement may be amended or waived only by an
instrument in writing signed by the parties hereto.
Section 6.05. NOTICES. Any notice, consent, or other communication
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required or permitted to be given under this Pledge Agreement to Secured Party
or Pledgor must be in writing and delivered in person or mailed by registered or
certified mail, return receipt requested, postage prepaid, as follows:
To Secured Party: Fortuna Energy, L.P.
0000 Xxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
FAX: (000) 000-0000
To Pledgor: Petrosearch Corporation
0000 Xxxxxxx Xxxxx, Xxxxx 000X
Xxxxxxx, Xxxxx 00000
FAX: (000) 000-0000
Any such notice, consent, or other communication shall be deemed given when
delivered in person or, if mailed, when duly deposited in the mails.
SECTION 6.06. APPLICABLE LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED
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BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
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Section 6.07. HEADINGS. The headings, captions, and arrangements used
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in this Pledge Agreement are for convenience only and shall not affect the
interpretation of this Pledge Agreement.
Section 6.08. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
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representations and warranties made in this Pledge Agreement or in any
certificate delivered pursuant hereto shall survive the execution and delivery
of this Pledge Agreement, and no investigation by Secured Party shall affect the
representations and warranties or the right of Secured Party to rely upon them.
Section 6.09. COUNTERPARTS. This Pledge Agreement may be executed in
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any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instruments.
Section 6.10. SEVERABILITY. Any provision of this Pledge Agreement
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which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Pledge
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.
Executed as of the Effective Date above written.
"Pledgor"
PETROSEARCH CORPORATION
By: /s/
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Name:
-----------------------------------
Title:
----------------------------------
"Secured Party"
FORTUNA ENERGY, L.P.
By: /s/
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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ACCEPTANCE AND ACKNOWLEDGMENT
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Anadarko Petrosearch and TK Petrosearch hereby accept and acknowledge
Secured Party as the assignee, pursuant to this Pledge Agreement, of the
respective membership interests in Anadarko Petrosearch and TK Petrosearch owned
by Pledgor and each of Anadarko Petrosearch and TK Petrosearch agrees that the
interests of Secured Party shall be promptly and duly registered in the
respective books and records of Anadarko Petrosearch and TK Petrosearch.
ANADARKO PETROSEARCH, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx, Manager
TK PETROSEARCH, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx, Manager
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