Joinder to Security Agreement
Exhibit
99.28
Joinder
to Security Agreement
The
undersigned, SONTERRA RESOURCES, INC., f/k/a RIVER CAPITAL GROUP, INC., a
Delaware corporation, hereby joins in the execution of that certain Security
Agreement dated as of July 9, 2007 (as amended by the First Amendment to
Security Agreement, dated as of August 3, 2007, and as may be further amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “Security
Agreement”)
by and
between Sonterra Oil & Gas, Inc. (f/k/a Sonterra Resources, Inc.), a
Delaware corporation, Buyer (as defined therein), and each other Person that
becomes a Debtor thereunder after the date thereof and hereof and pursuant
to
the terms thereof, to and in favor of Viking Asset Management, LLC, in
its
capacity as Collateral Agent for Buyer.
By
executing this Joinder, the undersigned hereby agrees that it is a Debtor
thereunder and agrees to be bound by all of the terms and provisions of the
Security Agreement.
The
undersigned represents and warrants to Secured Party that:
(a) all
of
the Equipment, Inventory and Goods owned by such Debtor is located at the places
as specified on Schedule
I
and such
Debtor conducts business in the jurisdiction set forth on Schedule
I;
(b) except
as
disclosed on Schedule
I,
none of
such Collateral is in the possession of any bailee, warehousemen, processor
or
consignee;
(c) the
chief
place of business, chief executive office and the office where such Debtor
keeps
its books and records are located at the place specified on Schedule
I;
(d) such
Debtor (including any Person acquired by such Debtor) does not do business
or
has not done business during the past five years under any tradename or
fictitious business name, except as disclosed on Schedule
II;
(e) all
Copyrights, Patents and Trademarks owned or licensed by the undersigned are
listed in Schedules
III,
IV
and
V,
respectively;
(f) all
Deposit Accounts, securities accounts, brokerage accounts and other similar
accounts maintained by such Debtor, and the financial institutions at which
such
accounts are maintained, are listed on Schedule
VI;
(g) all
Commercial Tort Claims of such Debtor are listed on Schedule
VII;
(h) all
interests in real property and mining rights held by such Debtor are listed
on
Schedule
VIII;
(i) all
Equipment (including Motor Vehicles) owned by such debtor are listed on
Schedule
IX;
and
(j) all
other
representations and warranties made by the Debtors in the Security Agreement
are
true, complete and correct in all respects as of the date hereof.
[Signature
Page Follows]
2
| SONTERRA RESOURCES, INC. (f/k/a River Capital Group, Inc.), a Delaware corporation | ||
| |
|
|
| By: /s/ Xxxxxx Xxxxxx | ||
|
Name: Xxxxxx Xxxxxx |
||
| Title: Chief Executive Officer | ||
| FEIN: 00-0000000 | ||
[Signature
Page to Joinder to Security Agreement]
