AMENDMENT NO. 2 TO
AMENDMENT
NO. 2
TO
This
AMENDMENT NO. 2 TO PLEDGE AND COLLATERAL AGENCY AGREEMENT (this “Amendment”) is
entered into as of November 30, 2010 by and among Colombia Clean Power &
Fuels, Inc., a Nevada corporation (“Colombia”), Colombia CPF LLC, Delaware
limited liability company (“CPF,” and together with Colombia, the “Pledgors”),
and Law Debenture Trust Company of New York, a New York banking corporation, as
collateral agent (the “Collateral Agent”).
RECITALS:
WHEREAS,
Pledgors and the Collateral Agent entered into that certain Pledge and
Collateral Agency Agreement, dated as of August 26, 2010 (the “Agency
Agreement”);
WHEREAS,
on October 29, 2010, pursuant to Amendment No. 1 to the Agency Agreement, the
Pledgors and the Collateral Agent amended the Agency Agreement to reflect the
increase in the aggregate principal amount of Colombia’s 10% secured convertible
promissory notes due June 30, 2012 (the “Notes”) that is secured by the security
interest in the Pledgors’ membership interests in Energia from $2,500,000 to
$4,000,000;
WHEREAS,
the Pledgors and the Collateral Agent desire to further amend the Agency
Agreement to reflect an additional increase in the aggregate
principal amount of the Notes from $4,000,000 to $8,000,000.
NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment, each intending to be legally bound,
hereby agree as follows:
1. Definitions. Capitalized
terms used but not defined in this Amendment shall have the respective meanings
ascribed to them in the Agency Agreement.
2. Amendments to Agency
Agreement.
A. The
second recital of the Agency Agreement is hereby deleted in its entirety and
replaced with the following:
“WHEREAS,
Colombia intends to issue from time to time up to $8,000,000 aggregate principal
amount of its 10% secured convertible promissory notes due June 30, 2012 (the
“Notes”);”
B. Sections
1, 2(a), 4(a), 6, 7(b), 14(c) and 15(b) of the Agency Agreement are hereby
amended by replacing all references to “Noteholders holding a majority in
aggregate principal amount of the Notes” with “Noteholders holding at least 67%
in aggregate principal amount of the then outstanding Notes.”
C. The
Agency Agreement is hereby amended by adding the following new Section
25:
“25. Amendments. No
amendment, modification, supplement or waiver of any provision of this Agreement
nor consent to departure by the Pledgors therefrom shall be effective unless the
same shall be in writing and signed by the Collateral Agent, the Pledgors and
Noteholders holding at least 67% in aggregate principal amount of the then
outstanding Notes, and any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.”
3. Full Force and
Effect. Except as expressly modified by this Amendment, all of
the terms, covenants, agreements, conditions and other provisions of the Agency
Agreement shall remain in full force and effect in accordance with their
respective terms. As used in the Agency Agreement, the terms “this
Agreement”, herein, hereinafter, hereunder, hereto and words of similar import
shall mean and refer to, from and after the date hereof, unless the context
otherwise requires, the Agency Agreement as amended by this
Amendment.
Counterparts. This
Amendment may be executed in a number of counterparts, by facsimile, each of
which shall be deemed to be an original as of those whose signature appears
thereon, and all of which shall together constitute one and the same
instrument. This Amendment shall become binding when one or more of
the counterparts hereof, individually or taken together, are signed by all the
parties.
[Remainder
of the page intentionally left blank; signature page follows]
2
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 2 to Pledge And
Collateral Agency Agreement as of the date first written above.
|
LAW
DEBENTURE TRUST COMPANY OF
|
||
|
NEW
YORK, as Collateral Agent
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxx
|
|
|
Xxxxxxx
X. Xxxxx
|
||
|
Vice
President
|
||
|
COLOMBIA
CLEAN POWER & FUELS,
|
||
|
INC.,
as Pledgor
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx
|
||
|
President
and Chief Executive Officer
|
||
|
COLOMBIA
CPF LLC., as Pledgor
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx
|
||
|
Chief
Executive Officer
|
||
