exv10w4






Exhibit
10.4




PLEDGE AGREEMENT



          This Pledge Agreement (the “Agreement”), dated as of October ___, 2009, is by and
between, CanArgo Energy Corporation, a Delaware corporation (the “Pledgor”) and
PERSISTENCY, a Cayman Islands limited company (the “Pledgee”).



Background




     1. CanArgo Energy Corporation, a Delaware corporation and debtor and
debtor-in-possession (the “Borrower” or “Pledgor”) in a bankruptcy case commenced
under chapter 11 of title 11 of the United States Code before the United States Bankruptcy Court
for the Southern District of New York, Case No. 09-16453 (AJG) has requested loans (the
“Loans”) from the Pledgee, and the Borrower intends to use the proceeds of the Loans in
order to finance its and its subsidiaries’ operating expenses;



     2. As of the date hereof, the Pledgor is the registered and beneficial owner of the
issued and outstanding equity interests listed on Schedule 1 hereto (the “Pledged
Shares”), which Pledged Shares are represented by certificates identified on Schedule 1
hereto (the “Certificates”);



     3. It is a condition precedent to the Pledgee providing the Loans that the Pledgor
shall execute and deliver to the Pledgee, among other things, this Agreement, as security for the
obligations of Pledgor under the Loans.



N O W, T H E R E F O R E,



          In consideration of the premises and the mutual covenants and agreements herein set forth, and
in order to induce the Pledgee to extend the financing described above, the Pledgee hereby agrees
with the Pledgor as follows:


          1. Definitions. Unless otherwise defined herein, capitalized terms used
herein have the meanings ascribed to them in the Financing and Security Agreement, dated as of even
date herewith, between Borrower and Pledgee (the “Financing Agreement”). In the event of a
conflict between this Agreement and the Financing Agreement, the terms of the Financing Agreement
shall control.


          2. Grant of Security. As security for the Obligations (as defined below), with effect
from the Interim Order Entry Date, the Pledgor hereby pledges, assigns, transfers and delivers to
the Pledgee all of its right, title and interest in and to the Collateral (as defined below) and
hereby creates a first priority lien thereon and first priority security interest therein, subject
to (a) the Permitted Priority Liens in accordance with the Requisite Priority, (b) the prior
payment of the Carve-Out Expenses having priority of payment over the Obligations to the extent set
forth in clause “first” of the definition of Agreed Administrative Expense Priorities as it appears
in the Financing Agreement and (c) the provisions of the Financing Orders. As used herein,
"Collateral” shall mean (i) the Pledged Shares, and (ii) all dividends, cash, securities,
investment property, financial assets and other property issued, paid, declared and/or distributed
in connection with the Pledged Shares, or any portion thereof, and (iii) all cash, securities,




 









 








investment property, financial assets and other property paid, issued and/or distributed to or for
the benefit of Pledgor in exchange, redemption or substitution for the Pledged Shares, or any
portion thereof, and (iv) all other cash, securities, investment property, financial assets and
other property paid, issued and/or distributed to or for the benefit of Pledgor as a consequence of
Pledgor’s ownership of the Pledged Shares, or any portion thereof, and (v) all proceeds of the
foregoing. Pledgor and Pledge are simultaneously entering into a security agreement under Guernsey
law with respect to the Pledged Shares. The two agreements are not intended to, and shall not be
construed to, be in conflict as it is the intention of the parties to ensure that the Secured Party
obtains a perfected security interest in the Pledged Shares.



          3. Pledge Documents. On or before the Interim Order Entry Date, the Pledgor shall
execute and deliver to the Pledgee an irrevocable proxy in favor of the Pledgee in respect of the
Pledged Shares in the form set out in Exhibit A hereto (an “Irrevocable Proxy”) and shall deliver to the
Pledgee the Certificates, if same exist, together with signed, undated instruments of transfer
pertaining thereto duly executed in blank.


          4. Representations and Warranties. Except as provided in the Schedules, the Pledgor
represents and warrants to the Pledgee, that:




	 	(i)	 	Subject to the entry of the Financing Orders, it is the legal and
beneficial owner of, and has good and marketable title to, the Collateral that
it will deliver to the Pledgee on the Interim Order Entry Date and, if
applicable, thereafter, subject to no pledge, lien, mortgage, hypothecation,
security interest, charge, option or other encumbrance whatsoever, except (a)
the lien and security interest created by this Agreement and the delivery of
its Pledged Shares to the Pledgee, (b) the Permitted Priority Liens in
accordance with the Requisite Priority, (c) the prior payment of the Carve-Out
Expenses having priority of payment over the Obligations to the extent set
forth in the Financing Agreement and (d) as may be provided pursuant to the
provisions of the Financing Orders;
	 
	 	(ii)	 	it has, subject to entry of the Financing Orders, the full power,
authority and legal right to execute, deliver and perform this Agreement and to
create the collateral security interest for which this Agreement provides;
	 
	 	(iii)	 	its Pledged Shares have been duly and validly issued and are fully
paid and nonassessable;
	 
	 	(iv)	 	subject to entry of the Financing Orders, this Agreement constitutes
a valid obligation of the Pledgor, legally binding upon the Pledgor and
enforceable in accordance with its terms, except as may be limited by the
Financing Orders and the Financing Agreement;
	 
	 	(v)	 	upon the filing of a UCC-1 financing statement with respect to the
Collateral, and delivery of the Certificates, if same exist, to Pledgee, the
pledge, hypothecation, assignment and, if applicable, delivery of the
Collateral pursuant to this Agreement creates a valid first-priority perfected
security interest in favor of Pledgee in each of the Pledged Shares and the
other Collateral, subject to (a) the Permitted Priority Liens




2









 






	 	 	 	in accordance with the Requisite Priority, (b) the prior payment of the Carve-Out Expenses
having priority of payment over the Obligations to the extent set forth in the
Financing Agreement, (c) the provisions of the Financing Orders and (d) the
provisions hereof;
	 
	 	(vi)	 	no consent of any other party is required in connection with the
execution, delivery, performance, validity, enforceability or enforcement of
this Agreement other than as expressly disclosed in writing to the Lender, and,
other than entry of the Interim Financing Order, the Final Financing Order and
any other orders of the Bankruptcy Court, no consent, license, approval or
authorization of, or registration or declaration with, any governmental
authority, bureau or agency is required in connection with the execution,
delivery, performance, validity, enforceability or enforcement of this
Agreement; and
	 
	 	(vii)	 	upon entry of the Financing Orders, the execution, delivery and
performance of this Agreement by the Pledgor will not violate or contravene any
provision of any existing law or regulation or decree of any court,
governmental authority, bureau or agency having jurisdiction in the premises of
which the Pledgor has Knowledge, or of any material mortgage, indenture,
security agreement, contract, undertaking or other agreement to which Pledgor
is a party or which purports to be binding upon it or any of its material
properties or assets and will not result in the creation or imposition of any
lien, charge or encumbrance on, or security interest in, any of its properties
or assets pursuant to the provisions of any such mortgage, indenture, security
agreement, contract, undertaking or other agreement, except as contemplated
herein or in the Loan Documents.




          5. Covenants. The Pledgor hereby covenants that from the date hereof through the
Termination Date (as defined below):




     (a) it shall warrant and defend the right and title of the Pledgee conferred by
this Agreement in and to the Collateral at its own cost against the claims and
demands of all persons whomsoever; provided, that the costs and expenses of
any such defense shall not cause an Excess Budget Variance, unless Lender agrees to
an appropriate adjustment to the Budget to account for such costs and expenses;




     (b) except as contemplated by the Financing Orders, the Plan or as herein
provided or in the ordinary course of business, without the prior written consent of
the Pledgee, it shall not sell, assign, transfer, charge, pledge or encumber in any
manner any part of the Collateral or suffer to exist any encumbrance on its portion
of the Collateral, other than (a) the Permitted Priority Liens in accordance with
the Requisite Priority, (b) the prior payment of the Carve-Out Expenses having
priority of payment over the Obligations to the extent set forth in the Financing
Agreement and (c) the provisions of the Financing Orders;



3









 






     (c) it shall give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers that may be
necessary or desirable (in the reasonable judgment of the Pledgee) to create,
preserve, perfect or validate any security interest granted pursuant hereto or to
enable the Pledgee to exercise and enforce its rights hereunder with respect to such
security interest; and




     (d) it shall keep in all material respects full and accurate records relating
to the Collateral, and stamp or otherwise mark such records in such manner as the
Pledgee may reasonably require in order to reflect the security interests granted by
this Agreement.


          6. Delivery of Additional Interests. If the Pledgor shall become entitled to receive
or shall receive any common stock, equity interests and/or certificates (including, without
limitation, any certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital, or issued in connection with any
reorganization), option or rights, whether as an addition to, in substitution of, or in exchange
for any of the Collateral, the Pledgor agrees to accept the same as the agent of the Pledgee and to
hold the same in trust for the benefit of the Pledgee and to deliver the same forthwith to the
Pledgee in the exact form received, with the endorsement of the Pledgor when necessary and/or
appropriate undated instruments of transfer duly executed in blank, and irrevocable proxies for any
certificates or membership certificates so received, in substantially the form of Exhibit
A, to be held by the Pledgee, subject to the terms hereof, as additional collateral security
for the Obligations.


          7. Obligations Secured; Certain Remedies. This Agreement secures the obligations of
the Pledgor to the Pledgee under the Financing Agreement, and under any other agreements, documents
and instruments executed by the Pledgor in connection with this Agreement or the Financing
Agreement (collectively, the “Obligations”). If a Pledgor Event of Default (as defined
herein) occurs and is continuing, the Pledgee, in addition to the other remedies provided herein,
shall have the remedies of a Pledgee under the Uniform Commercial Code in effect in the State of
New York. The Pledgee will give the Pledgor reasonable notice of the time and place of any public
sale thereof or of the time after which any private sale or any other intended disposition thereof
is to be made. The requirements of reasonable notice shall be met if such notice is mailed to the
Pledgee via registered or certified mail, postage prepaid, at least fifteen (15) days before the
time of sale or disposition. The Pledgee shall have no duty to exercise any of the aforesaid
rights, privileges or options and shall not be responsible for any failure to do so or delay in
doing so, except as required by applicable law.


          8. Proceeds from Collateral. All proceeds received by the Pledgee in respect of any
sale of, collection from, or other realization upon, all or any part of the Collateral (less any
expenses of holding, preparing for sale, selling or the like, which shall include the Pledgee’s
reasonable attorneys’ fees and legal expenses) shall be applied to the Obligations, and to the
extent of any excess of such proceeds, to the payment to the Pledgor or upon the order of the
Pledgor, unless otherwise required by applicable law. Notwithstanding the foregoing and anything
herein to the contrary, all proceeds received by the Pledgee in respect of the Collateral shall be
subject to the prior payment of the Carve-Out Expenses having priority of payment over





4









 








the Obligations to the extent set forth in the Financing Agreement, the Permitted Priority Liens in accordance with the
Requisite Priority and as otherwise may be provided in the Financing Orders.



          9. Voting Rights. After any Pledgor Event of Default shall have occurred and be
continuing, the Pledgee shall have the right (after notifying the Pledgor in writing of its
intention to exercise its voting rights with respect to the Pledged Shares) to receive notice of
and to vote the Pledged Shares at its own discretion at any annual or special meeting at which the
holders of the Pledged Shares are entitled to vote. The Pledgee agrees that until a Pledgor Event
of Default occurs and is continuing and the Pledgee shall have given to Pledgor the written notice
referred to in the foregoing sentence, the Pledgor shall have the exclusive voting power with
respect to the Pledged Shares and any other shares, securities or other equity interests
constituting Collateral.


          10. Limitation on Liability. The Pledgor shall be responsible for and the Pledgee is
hereby released from any claim or liability in connection with: (a) safekeeping any Collateral; (b)
any loss or damage to any Collateral; (c) any diminution in value of the Collateral; or (d) any act
or default of another person or entity; provided, that notwithstanding the foregoing,
Pledgee shall have a good faith obligation to preserve any Collateral in its possession or control
to the same extent that it would preserve any of its own property, and provided, further
that Pledgee shall be liable for any act or omission on its part constituting willful misconduct or
gross negligence, but not for consequential or incidental damages in connection therewith.


          11. Default. The Pledgee shall be entitled to enforce the security granted by this
Agreement upon the occurrence and during the continuance of an Event of Default (as defined in the
Financing Agreement), after the Pledgee shall have declared due and payable the entire unpaid
balance of the then outstanding Obligations, accrued interest and any other sums payable by the
Pledgor under the Loan Documents (a “Pledgor Event of Default”).


          12. Termination. This Agreement shall terminate upon the first of the following to
occur: (i) when all of the Obligations shall have been fully and indefeasibly satisfied, including,
without limitation, if the Obligations are converted pursuant to the Conversion or are otherwise
satisfied in accordance with Section 2.04 of the Financing Agreement or (ii) the Financing
Agreement and the Promissory Note are no longer in effect (the “Termination Date”), and at
such time, the pledge, assignment and any and all liens and security interests granted hereby
(including any Irrevocable Proxies) shall terminate and be extinguished and all rights to the
Collateral shall revert to the Pledgor, and the Pledgee agrees that it shall forthwith release the
Pledgor from the Obligations and any other obligations hereunder and the Pledgee, and at the
request of the Pledgor, will promptly execute and deliver to the Pledgor proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement and the release and
termination of all liens and security interests created hereby, and the Pledgee shall return to the
Pledgor all originals of the Certificates, any Irrevocable Proxies and the undated instruments of
transfer and the other items furnished to the Pledgee pursuant to Section 3 hereof or otherwise by
Pledgor.


          13. Further Assurances; Appointment as Attorney-in-Fact. The Pledgor shall from time
to time, and at all times after the security constituted by this Agreement shall have





5









 








become enforceable, execute all such further instruments and documents and do all such things as the
Pledgee may reasonably deem desirable for the purpose of obtaining the full benefit of this
Agreement and of the rights, title, interest, powers, authorities and discretions conferred on the
Pledgee by this Agreement. Pledgor hereby irrevocably appoints the Pledgee its attorney-in-fact,
with full power and authority in its name and on its behalf and as its act and deed, for the
purpose of carrying out the terms of this Agreement, to execute, seal and deliver and otherwise
perfect any deed, assurance, agreement, instrument or act which Pledgee may deem desirable for any
of the purposes of this Agreement; provided, that the Pledgee shall have no right to, and
shall not, exercise the foregoing power of attorney unless and until a Pledgor Event of Default has
occurred and is continuing. The Pledgee shall have full power to delegate this power of attorney
but no such delegation shall preclude the subsequent exercise of such power by the Pledgee itself
or preclude the Pledgee from subsequent delegation to some other person and any delegation may be
revoked by the Pledgee at any time.



          14. No Waiver. No waiver by the Pledgee of any default shall operate as a waiver of
any other default or of the same default on any subsequent occasion.


          15. Remedies Cumulative and Exclusive. The rights and remedies herein are cumulative,
and not exclusive of other rights and remedies which may be granted or provided by law.


          16. Successors and Assigns. All rights of the Pledgee shall inure to the benefit of
the successors and assigns of the Pledgee. All obligations of the Pledgor shall be binding upon
the Pledgor’s successors and assigns. Whenever in this Agreement Pledgee is referred to, such
reference shall be deemed to include the successors and assigns of Pledgee as permitted under the
Financing Agreement, and all covenants, promises and agreements by or on behalf of Pledgee which
are contained in this Agreement or the Financing Agreement shall inure to the benefit of the
successors and permitted assigns of Pledgee. The rights and duties of Pledgor, however, may not be
assigned or transferred, except as permitted under the Financing Agreement or the Interim Financing
Order, Final Financing Order or any other orders of the Bankruptcy Court, or as otherwise agreed in
writing by the Pledgee.


          17. Notices. Any demand upon or notice to the Pledgor hereunder shall be effective
when delivered by hand or when properly deposited in the mails postage prepaid, or sent by
facsimile transmission, receipt acknowledged, or delivered to an overnight courier, addressed to
the Pledgor at the address shown below or at such other address as the Pledgor may advise the
Pledgee in writing. Any notice by the Pledgor to the Pledgee shall be given as aforesaid,
addressed to the Pledgee at the address shown below or such other address as the Pledgee may advise
the Pledgor in writing:






6









 








	 	 	 
	If to Pledgee:

	 	Andrew J. Morris

Persistency

c/o Persistency Capital LLC

1270 Avenue of the Americas

Suite 2100

New York NY 10020

Fax: (646) 619-4642

Phone: (212) 554-1813
	 
	 	 
	with a copy to:

	 	John R. Ashmead, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Fax: (212) 480-8421

Phone: (212) 574-1200
	 
	 	 
	If to Pledgor:

	 	CanArgo Energy Corporation

c/o Vincent McDonnell

Fax: (206) 834-7688

Phone: (206) 682-8322
	 
	 	 
	with a copy to:

	 	Peter Basilevsky, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

Fax: (212) 818-9606

Phone: (212) 818-9200





          18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE
STATE OF NEW YORK EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE AND EXCEPT AS EXPRESSLY PROVIDED TO THE
CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT.


          19. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE BANKRUPTCY COURT OR IN THE COURTS
OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PLEDGOR AND
THE PLEDGEE EACH HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PLEDGOR AND THE PLEDGEE EACH HEREBY
IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF
PROCESS IN RESPECT OF ANY SUCH ACTION OR




7









 








PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PLEDGOR AND THE
PLEDGEE, AS APPLICABLE, AT ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 17 AND TO THE SECRETARY
OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH
MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PARTIES HERETO TO SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH
OTHER IN ANY OTHER JURISDICTION. THE PARTIES HERETO EACH HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE
AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



          20. WAIVER OF JURY TRIAL, ETC. THE PLEDGOR AND THE PLEDGEE HEREBY WAIVE ANY RIGHT TO
A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS
AGREEMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM ANY
FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION,
PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE PLEDGOR
CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF THE PLEDGEE HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE PLEDGEE WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. THE PLEDGOR HEREBY ACKNOWLEDGES THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PLEDGEE FOR ENTERING INTO THIS AGREEMENT.


          21. Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together shall constitute one and the same
instrument. The delivery by a party of a telecopy or facsimile signature to this Agreement shall
have the same effect as the delivery of an original signature; provided, however, that the parties
shall thereafter promptly deliver original signature pages (although the failure or delay in the
delivery of an original signature shall not vitiate or impair the legally binding effect of a
telecopy or facsimile signature).


          22. Entire Agreement. This Agreement and the documents and instruments referred to
herein (including the Financing Agreement) embody the entire agreement entered into between the
parties relating to the subject matter hereof, and may not be amended, waived, or discharged except
by an instrument in writing executed by the party against whom enforcement of said amendment,
waiver, or discharge is sought.





8









 







          23. Headings. In this Agreement, Section headings are inserted for convenience of
reference only and shall be ignored in the interpretation of this Agreement.



[Signature Page Follows]





9









 








     IN WITNESS WHEREOF, the parties hereto, by their duly authorized agents, have executed this
Agreement as a sealed instrument as of the ___day of October, 2009.



	 	 	 	 
	IN PRESENCE OF:

	 	PERSISTENCY	
	 
	 	 	
	 

Witness

	 	 By:	
	 

	 		 
	 

	 		Name:
	 

	 		Title:
	 
	 	 	
	 

	 	CANARGO ENERGY CORPORATION	
	 
	 	 	
	 

Witness

	 	 By:	
	 

	 		 
	 

	 		Name:
	 

	 		Title:






 









 






SCHEDULE 1




PLEDGED SHARES




					
	 	 	 	 	 
	Entity
	 	Certificate #
	 	# Percentage Owned
	 
	 	 
	 	 
	 
	 	 	 	100%






2









 






EXHIBIT A




IRREVOCABLE PROXY



          The undersigned, the registered and beneficial owner of   [shares] (the “Shares”) of
[NAME], a                                                       (“name”) [represented by certificates No. [
                    ] and No. [                                   ]],
hereby makes, constitutes and appoints PERSISTENCY, a Cayman Islands limited company (the
“Pledgee”) with full power to appoint a nominee or nominees to act hereunder from time to time, the
true and lawful attorney and proxy of the undersigned to vote 100% of the Shares at all annual and
special meetings of equityholders of [name] or take any action by written consent with the same
force and effect as the undersigned might or could do, subject to the last sentence of the
following paragraph.


          The Shares have been pledged to the Pledgee pursuant to a Pledge Agreement dated [October                     ,
2009] between the undersigned and the Pledgee (the “Pledge Agreement”). Terms defined in or by
reference in the Pledge Agreement shall have the same meanings when used herein. This power and
proxy may be exercised only upon the occurrence and during the continuance of a Pledgor Event of
Default (as such term is defined in the Pledge Agreement).


          This power and proxy is coupled with an interest and is irrevocable and shall remain
irrevocable through the Termination Date (as such term is defined in the Pledge Agreement).


          IN WITNESS whereof the undersigned has caused this instrument to be duly executed this                      day
of [October, 2009].



	 	 	 
	 
	 

	 	 
	 

	 	Name: