0001144204-07-013189 Sample Contracts

SECURITY AGREEMENT Dated as of September 2, 2005 between CROSSPOINT ENERGY HOLDINGS, LLC and D. B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
Security Agreement • March 16th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

This SECURITY AGREEMENT, dated as of September 2, 2005, is between CrossPoint Energy Holdings, LLC, a Texas limited liability company (the “Debtor”), and D. B. Zwirn Special Opportunities Fund, L.P., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Secured Party”) for the financial institutions from time to time parties to the Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Debtor, the Lenders thereunder and the Secured Party.

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PLEDGE AGREEMENT Dated as of September 2, 2005 between CROSSPOINT ENERGY, LLC and D. B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
Pledge Agreement • March 16th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

This PLEDGE AGREEMENT, dated as of September 2, 2005, is between Crosspoint Energy, LLC, a Texas limited liability company (the “Debtor”), and D. B. Zwirn Special Opportunities Fund, L.P., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Secured Party”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Crosspoint Energy Holdings, LLC, a Texas limited liability company (the “Borrower”), the Lenders and the Secured Party.

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (“Amendment No. 1”) is entered into by and among CrossPoint Energy Company, a Nevada corporation (f/k/a Electrum Mining Limited, the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”) as of the date the last Purchaser signs this Amendment No. 1.

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