American Natural Energy Corporation  - Exhibit 10.6 - Filed by newsfilecorp.com






Exhibit 10.6 

SECURITY AGREEMENT

          THIS
SECURITY AGREEMENT (“Agreement”) is made as of this
29th day of December, 2011, by and between AMERICAN NATURAL ENERGY
CORPORATION, an Oklahoma corporation (the “Company”), in favor
of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited
partnership (the “Secured Party”). 

RECITALS 

          WHEREAS,
pursuant to a Securities Purchase Agreement dated of even date herewith between
Company and the Secured Party (the “Purchase Agreement”), Company
has agreed to issue to the Secured Party and the Secured Party has agreed to
purchase from Company certain senior secured redeemable debentures (the
“Debentures”), as more specifically set forth in the Purchase
Agreement; and 

          WHEREAS,
in order to induce the Secured Party to purchase the Debentures, Company has
agreed to execute and deliver to the Secured Party this Agreement for the
benefit of the Secured Party and to grant to it a continuing, first priority
security interest and lien in all of the assets and property of Company to
secure the prompt payment, performance and discharge in full of all of Company’s
obligations under the Debentures, the Purchase Agreement and the other
Transaction Documents; 

          NOW,
THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties each
intending to be legally bound, hereby do agree as follows: 

          1.     
Recitals. The recitations set forth in the preamble of this Agreement are
true and correct and incorporated herein by this reference. 

          2.     
Construction and Definition of Terms. In this Agreement, unless the
express context otherwise requires: (i) the words “herein,” “hereof” and
“hereunder” and words of similar import refer to this Agreement as a whole and
not to any particular provision of this Agreement; (ii) references to the words
“Section” or “Subsection” refer to the respective Sections and Subsections of
this Agreement, and references to “Exhibit” or “Schedule” refer to the
respective Exhibits and Schedules attached hereto; (iii) wherever the word
“include,” “includes” or “including” is used in this Agreement, it will be
deemed to be followed by the words “without limitation.” All capitalized terms
used in this Agreement that are defined in the Purchase Agreement or otherwise
defined in Articles 8 or 9 of the Code shall have the meanings assigned to them
in the Purchase Agreement or the Code, respectively and as applicable, unless
the context of this Agreement requires otherwise. In addition to the capitalized
terms defined in the Code and the Purchase Agreement, unless the context
otherwise requires, when used herein, the following capitalized terms shall have
the following meanings (provided that if a capitalized term used herein is
defined in the Purchase Agreement and separately defined in this Agreement, the
meaning of such term as defined in this Agreement shall control for purposes of
this Agreement):

                    (a)      “Agreement”
means this Security Agreement and all amendments, modifications and supplements
hereto. 

                    (b)     
“Bankruptcy Code” means the United States Bankruptcy Code, as
amended from time to time, or any other similar laws, codes, rules or
regulations relating to bankruptcy, insolvency or the protection of creditors.





                    (c)      “Business
Premises” shall mean the Company’s offices located at 6100 South Yale
Ave., Suite 2010, Tulsa, OK 74136. 

                    (d)     
“Closing” shall mean the date on which this Agreement is fully
executed by both parties. 

                    (e)     
“Code” shall mean the Uniform Commercial Code as in effect from
time to time in the State of Florida, provided that terms used herein which are
defined in the Code as in effect in the State of Florida on the date hereof
shall continue to have the same meaning notwithstanding any replacement or
amendment of such statute, except as the Secured Party may otherwise agree. 

                    (f)      “Collateral”
shall mean any and all property of the Company, of any kind or description,
tangible or intangible, real, personal or mixed, wheresoever located and whether
now existing or hereafter arising or acquired, including the following: (i) all
property of, or for the account of, the Company now or hereafter coming into the
possession, control or custody of, or in transit to, Secured Party or any agent
or bailee for Secured Party or any parent, affiliate or subsidiary of Secured
Party or any participant with Secured Party in the Obligations (whether for
safekeeping, deposit, collection, custody, pledge, transmission or otherwise),
including all cash, earnings, dividends, interest, or other rights in connection
therewith and the products and proceeds therefrom, including the proceeds of
insurance thereon; (ii) the following additional property of the Company,
whether now existing or hereafter arising or acquired, and wherever now or
hereafter located, together with all additions and accessions thereto,
substitutions, betterments and replacements therefor, products and Proceeds
therefrom, and all of the Company’s books and records and recorded data relating
thereto (regardless of the medium of recording or storage), together with all of
the Company’s right, title and interest in and to all computer software required
to utilize, create, maintain and process any such records or data on electronic
media, including all: (A) Accounts, and all goods whose sale, lease or other
disposition by the Company has given rise to Accounts and have been returned to,
or repossessed or stopped in transit by, the Company, or rejected or refused by
an Account debtor; (B) As-extracted Collateral; (C) Chattel Paper (whether
tangible or electronic); (D) Commodity Accounts; (E) Commodity Contracts; (F)
Deposit Accounts, including all cash and other property from time to time
deposited therein and the monies and property in the possession or under the
control of the Secured Party or any affiliate, representative, agent, designee
or correspondent of the Secured Party; (G) Documents; (H) Equipment; (I) Farm
Products; (J) Fixtures; (K) General Intangibles (including all Payment
Intangibles); (L) Goods, and all accessions thereto and goods with which the
Goods are commingled; (M) Health-Care Insurance Receivables; (N) Instruments;
(O) Inventory, including raw materials, work-in-process and finished goods; (P)
Investment Property; (Q) Letter-of-Credit Rights; (R) Promissory Notes; (S)
Software; (T) all Supporting Obligations; (U) all commercial tort claims
hereafter arising; (V) all other tangible and intangible personal property of
the Company (whether or not subject to the Code), including, all bank and other
accounts and all cash and all investments therein, all proceeds, products,
offspring, accessions, rents, profits, income, benefits, substitutions and
replacements of and to any of the property of the Company described within the
definition of Collateral (including, any proceeds of insurance thereon and all
causes of action, claims and warranties now or hereafter held by the Company in
respect of any of the items listed within the definition of Collateral), and all
books, correspondence, files and other Records, including, all tapes, desks,
cards, Software, data and computer programs in the possession or under the
control of the Company or any other Person from time to time acting for the
Company, in each case, to the extent of the Company’s rights therein, that at
any time evidence or contain information relating to any of the property
described or listed within the definition of Collateral or which are otherwise
necessary or helpful in the collection or realization thereof; (W) real estate
property owned by the Company, leasehold interests owned by the Company in real
property and the interest of the Company in fixtures or any other assets or
property related to such real property or leasehold interests; and (X)
Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any
or all of the foregoing, in each case howsoever the Company’s interest therein
may arise or appear (whether by ownership, security interest, claim or
otherwise). In addition, whether or not included in the foregoing, the
Collateral shall include all receivables and rights in connection with the
Company’s relationship with Sun Oil, an operating subsidiary of Texxon. 

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                    (g)     
“Event of Default” shall mean any of the events described in
Section 4 hereof. 

                    (h)      “Obligations”
shall mean any and all obligations of the Company to Secured Party, whether
arising, existing or incurred under this Agreement, the Purchase Agreement or
any other Transaction Documents, or any other agreement between the Company and
the Secured Party, in each case, whether now or hereafter existing or incurred,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or unliquidated, whether or not jointly owed with others, and whether or not
from time to time decreased or extinguished and later decreased, created or
incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from the Secured Party as a preference, fraudulent
transfer or otherwise as such obligations may be amended, supplemented,
converted, extended or modified from time to time. 

          3.     
Security. 

                    (a)     
Grant of Security Interest. As security for the full payment and
performance of all of the Obligations, whether or not any instrument or
agreement relating to any Obligation specifically refers to this Agreement or
the security interest created hereunder, the Company hereby assigns, pledges and
grants to Secured Party an unconditional, continuing, first-priority security
interest in all of the Collateral. Secured Party’s security interest shall
continually exist until all Obligations have been indefeasibly satisfied and/or
paid in full. 

                    (b)      Representations,
Warranties, Covenants and Agreement of the Company. With respect to all of
the Collateral, Company covenants, warrants and represents, for the benefit of
the Secured Party, as follows: 

                              (i)     
The Company has the requisite corporate power and authority to enter into this
Agreement and otherwise to carry out its obligations hereunder. The execution,
delivery and performance by the Company of this Agreement and the filings
contemplated herein have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company. This
Agreement constitutes a legal, valid and binding obligation of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor’s rights generally. 

                              (ii)      The
Company represents and warrants that it has no place of business or offices
where its respective books of account and records are kept or places where
Collateral is stored or located, except for the Business Premises. 

                              (iii)      The
Company is the sole owner of the Collateral (except for non-exclusive licenses
granted by the Company in the Ordinary Course of Business), free and clear of
any and all Encumbrances. The Company is fully authorized to grant the security
interests in and to pledge the Collateral to Secured Party. There is not on file
in any agency, land records or other office of any Governmental Authority, an
effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been
filed in favor of the Secured Party pursuant to this Agreement) covering or
affecting any of the Collateral. So long as this Agreement shall be in effect,
the Company shall not execute and shall not permit to be on file in any such
agency, land records or other office any such financing statement or other
document or instrument (except to the extent filed or recorded in favor of the
Secured Party pursuant to the terms of this Agreement).


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                              (iv)      No
part of the Collateral has been judged invalid or unenforceable. No Claim,
Proceeding or other notice or other similar item has been received by the
Company that any Collateral or the Company’s use of any Collateral violates the
rights of any Person. There has been no adverse decision or claim to the
Company’s ownership rights in or exclusive rights to use the Collateral in any
jurisdiction or to the Company’s right to keep and maintain such Collateral in
full force and effect, and there is no Claim or Proceeding of any nature
involving said rights pending or, to the best knowledge of the Company,
threatened, before any Governmental Authority.

                              (v)      The
Company shall at all times maintain its books of account and records relating to
the Collateral and maintain the Collateral at the Business Premises, and the
Company shall not relocate such books of account and records or Collateral,
except and unless: (A) Secured Party first approves of such relocation, which
approval may be withheld in Secured Party’s sole and absolute discretion; and
(B) evidence that appropriate financing statements and other necessary documents
have been filed and recorded and other steps have been taken to create in favor
of the Secured Party valid, perfected and continuing liens in the Collateral.


                              (vi)      Upon
making the filings described in the immediately following sentence, this
Agreement creates, in favor of the Secured Party, a valid, perfected,
first-priority security interest in the Collateral. Except for the filing of
financing statements on Form-1 under the Code with the State of Oklahoma, no
authorization or approval of, or filing with, or notice to any Governmental
Authority is required either: (A) for the grant by the Company of, or the
effectiveness of, the security interest granted hereby or for the execution,
delivery and performance of this Agreement by the Company; or (B) for the
perfection of or exercise by the Secured Party of its rights and remedies
hereunder.

                              (vii)     
Simultaneous with the execution of this Agreement, the Company hereby authorizes
the Secured Party to file one or more UCC financing statements, and any
continuations, amendments, or assignments thereof, with respect to the security
interests on the Collateral granted hereby, with the State of Oklahoma and in
such other jurisdictions as may be requested or desired by the Secured Party.


                              (viii)      The
execution, delivery and performance of this Agreement, and the granting of the
security interests contemplated hereby, will not: (A) constitute a violation of
or conflict with the Certificate of Incorporation, Bylaws or any other
organizational or governing documents of the Company; (B) constitute a violation
of, or a default or breach under (either immediately, upon notice, upon lapse of
time, or both), or conflicts with, or gives to any other Person any rights of
termination, amendment, acceleration or cancellation of, any provision of any
Contract or agreement to which Company is a party or by which any of the
Collateral may be bound; (C) constitute a violation of, or a default or breach
under (either immediately, upon notice, upon lapse of time, or both), or
conflicts with, any Judgment of any Governmental Authority; (D) constitute a
violation of, or conflict with, any Law; or (E) result in the loss or adverse
modification of, or the imposition of any fine, penalty or other Encumbrance
with respect to, any Permit granted or issued to, or otherwise held by or for
the use of, the Company or any of the Collateral. No Consent (including from
stockholders or creditors of the Company) is required for the Company to enter
into and perform its obligations hereunder. 

4 




                              (ix)      The
Company shall at all times maintain the liens and security interests provided
for hereunder as valid and perfected first-priority liens and security interests
in the Collateral in favor of the Secured Party until this Agreement and the
security interests hereunder shall terminate pursuant to Section 8(o) below. The
Company shall at all times safeguard and protect all Collateral, at its own
expense, for the account of the Secured Party. At the request of the Secured
Party, the Company will sign and deliver to the Secured Party at any time, or
from time to time, one or more financing statements pursuant to the Code (or any
other applicable statute) in form reasonably satisfactory to the Secured Party
and will pay the cost of filing the same in all public offices wherever filing
is, or is deemed by the Secured Party to be, necessary or desirable to effect
the rights and obligations provided for herein. Without limiting the generality
of the foregoing, the Company shall pay all fees, taxes and other amounts
necessary to maintain the Collateral and the security interests granted
hereunder, and the Company shall obtain and furnish to the Secured Party from
time to time, upon demand, such releases and/or subordinations of claims and
liens which may be required to maintain the priority of the security interests
hereunder.

                              (x)     
The Company will not transfer, pledge, hypothecate, encumber, license, sell or
otherwise dispose of any of the Collateral without the prior written consent of
the Secured Party, which consent may be withheld in the Secured Party’s sole and
absolute discretion, except for transfers, sales or licenses made in the
Ordinary Course of Business. 

                              (xi)      The
Company shall keep, maintain and preserve all of the Collateral in good
condition, repair and order and the Company will use, operate and maintain the
Collateral in compliance with all Laws, and in compliance with all applicable
insurance requirements and regulations. 

                              (xii)      The
Company shall, within five (5) days of obtaining knowledge thereof, advise the
Secured Party promptly, in sufficient detail, of any substantial or material
change in the Collateral, and of the occurrence of any event which would have a
Material Adverse Effect on the value of the Collateral or on the Secured Party’s
security interest therein. 

                              (xiii)      The
Company shall promptly execute and deliver to the Secured Party such further
deeds, mortgages, assignments, security agreements, financing statements or
other instruments, documents, certificates and assurances and take such further
action as the Secured Party may from time to time request and may in its sole
discretion deem necessary to perfect, protect or enforce its security interest
in the Collateral, including, placing legends on Collateral or on books and
records pertaining to Collateral stating that Secured Party has a security
interest therein. 

                              (xiv)      The
Company will take all steps reasonably necessary to diligently pursue and seek
to preserve, enforce and collect any rights, claims, causes of action and
accounts receivable in respect of the Collateral. 

                              (xv)      The
Company shall promptly notify the Secured Party in sufficient detail upon
becoming aware of any litigation, attachment, garnishment, execution or other
legal process levied against any Collateral or of any litigation, attachment,
garnishment, execution or other legal process which Company knows or has reason
to believe is pending or threatened against it or the Collateral, and of any
other information received by the Company that may materially affect the value
of the Collateral, the security interests granted hereunder or the rights and
remedies of the Secured Party hereunder. 

5 




                              (xvi)     
All information heretofore, herein or hereafter supplied to the Secured Party by
or on behalf of the Company with respect to the Collateral is accurate and
complete in all material respects as of the date furnished. 

                              (xvii)      Company
will promptly pay when due all taxes and all transportation, storage,
warehousing and all other charges and fees affecting or arising out of or
relating to the Collateral and shall defend the Collateral, at Company’s
expense, against all claims of any Persons claiming any interest in the
Collateral adverse to Company or Secured Party. 

                              (xviii)      At
all reasonable times, Secured Party and its agents and designees may enter the
Business Premises and any other premises of the Company and inspect the
Collateral and all books and records of the Company (in whatever form), and the
Company shall pay the reasonable costs of such inspections. 

                              (xix)      The
Company shall maintain comprehensive casualty insurance on the Collateral
against such risks, in such amounts, with such loss deductible amounts and with
such companies as may be reasonably satisfactory to the Secured Party, and each
such policy shall contain a clause or endorsement satisfactory to Secured Party
naming Secured Party as loss payee and a clause or endorsement satisfactory to
Secured Party that such policy may not be canceled or altered and Secured Party
may not be removed as loss payee without at least thirty (30) days prior written
notice to Secured Party. In all events, the amounts of such insurance coverages
shall conform to prudent business practices and shall be in such minimum amounts
that Company will not be deemed a co-insurer under applicable insurance laws,
policies or practices. The Company hereby assigns to Secured Party and grants to
Secured Party a security interest in any and all proceeds of such policies and
authorizes and empowers Secured Party to adjust or compromise any loss under
such policies and to collect and receive all such proceeds. The Company hereby
authorizes and directs each insurance company to pay all such proceeds directly
and solely to Secured Party and not to the Company and Secured Party jointly.
The Company authorizes and empowers Secured Party to execute and endorse in
Company’s name all proofs of loss, drafts, checks and any other documents or
instruments necessary to accomplish such collection, and any persons making
payments to Secured Party under the terms of this subsection are hereby relieved
absolutely from any obligation or responsibility to see to the application of
any sums so paid. After deduction from any such proceeds of all costs and
expenses (including attorney’s fees) incurred by Secured Party in the collection
and handling of such proceeds, the net proceeds shall be applied as follows: if
no Event of Default shall have occurred and be continuing, such net proceeds may
be applied, at Company’s option, either toward replacing or restoring the
Collateral, in a manner and on terms satisfactory to Secured Party, or as a
credit against such of the Obligations, whether matured or unmatured, as Secured
Party shall determine in Secured Party’s sole discretion. In the event that
Company may and does elect to replace or restore any of the Collateral as
aforesaid, then such net proceeds shall be deposited in a segregated account
opened in the name and for the benefit of Secured Party, and such net proceeds
shall be disbursed therefrom by Secured Party in such manner and at such times
as Secured Party deems appropriate to complete and insure such replacement or
restoration; provided, however, that if an Event of Default shall occur at any
time before or after replacement or restoration has commenced, then thereupon
Secured Party shall have the option to apply all remaining net proceeds either
toward replacing or restoring the Collateral, in a manner and on terms
satisfactory to Secured Party, or as a credit against such of the Obligations,
whether matured or unmatured, as Secured Party shall determine in Secured
Party’s sole discretion. If an Event of Default shall have occurred prior to
such deposit of the net proceeds, then Secured Party may, in its sole
discretion, apply such net proceeds either toward replacing or restoring the
Collateral, in a manner and on terms satisfactory to Secured Party, or as a
credit against such of the Obligations, whether matured or unmatured, as Secured
Party shall determine in Secured Party’s sole discretion. 

6 




                              (xx)      The
Company shall cooperate with Secured Party to obtain and keep in effect one or
more control agreements in Deposit Accounts, Electronic Chattel Paper,
Investment Property and Letter-of-Credit Rights Collateral, or any other
Collateral that may, in Secured Party’s sole discretion, require any such
control agreements. In addition, the Company, at the Company’s expense, shall
promptly: (A) execute all notices of security interest for each relevant type of
Software and other General Intangibles in forms suitable for filing with any
United States or foreign office handling the registration or filing of patents,
trademarks, copyrights and other intellectual property and any successor office
or agency thereto; and (B) take all commercially reasonable steps in any
Proceeding before any such office or any similar office or agency in any other
country or any political subdivision thereof, to diligently prosecute or
maintain, as applicable, each application and registration of any Software,
General Intangibles or any other intellectual property rights and assets that
are part of the Collateral, including filing of renewals, affidavits of use,
affidavits of incontestability and opposition, interference and cancellation
proceedings. 

                              (xxi)      Company
shall not file any amendments, correction statements or termination statements
concerning the Collateral without the prior written consent of Secured Party.


                    (c)     
Collateral Collections. After an Event of Default shall have occurred,
Secured Party shall have the right at any and all times to enforce the Company’s
rights against all Persons obligated on any of the Collateral, including the
right to: (i) notify and/or require the Company to notify any or all Persons
obligated on any of the Collateral to make payments directly to Secured Party or
in care of a post office lock box under the sole control of Secured Party
established at Company’s expense, and to take any or all action with respect to
Collateral as Secured Party shall determine in its sole discretion, including,
the right to demand, collect, sue for and receive any money or property at any
time due, payable or receivable on account thereof, compromise and settle with
any Person liable thereon, and extend the time of payment or otherwise change
the terms thereof, without incurring any liability or responsibility to the
Company whatsoever; and/or (ii) require the Company to segregate and hold in
trust for Secured Party and, on the day of Company’s receipt thereof, transmit
to Secured Party in the exact form received by the Company (except for such
assignments and endorsements as may be required by Secured Party), all cash,
checks, drafts, money orders and other items of payment constituting any portion
of the Collateral or proceeds of the Collateral. Secured Party’s collection and
enforcement of Collateral against Persons obligated thereon shall be deemed to
be commercially reasonable if Secured Party exercises the care and follows the
procedures that Secured Party generally applies to the collection of obligations
owed to Secured Party.

                    (d)      Care
of Collateral. Company shall have all risk of loss of the Collateral.
Secured Party shall have no liability or duty, either before or after the
occurrence of an Event of Default, on account of loss of or damage to, to
collect or enforce any of its rights against, the Collateral, to collect any
income accruing on the Collateral, or to preserve rights against Persons with
prior interests in the Collateral. If Secured Party actually receives any
notices requiring action with respect to Collateral in Secured Party’s
possession, Secured Party shall take reasonable steps to forward such notices to
the Company. The Company is responsible for responding to notices concerning the
Collateral, voting the Collateral, and exercising rights and options, calls and
conversions of the Collateral. Secured Party’s sole responsibility is to take
such action as is reasonably requested by Company in writing, however, Secured
Party is not responsible to take any action that, in Secured Party’s sole
judgment, would affect the value of the Collateral as security for the
Obligations adversely. While Secured Party is not required to take certain
actions, if action is needed, in Secured Party’s sole discretion, to preserve
and maintain the Collateral, Company authorizes Secured Party to take such
actions, but Secured Party is not obligated to do so. 

7 




          4.      Events
of Default. The occurrence of any one or more of the following events shall
constitute an “Event of Default” hereunder: 

                    (a)      Failure
to Pay. The failure of Company to pay any sum due under or as part of the
Obligations as and when due and payable (whether by acceleration, declaration,
extension or otherwise). 

                    (b)     
Covenants and Agreements. The failure of Company to perform, observe or
comply with any and all of the covenants, promises and agreements of the Company
in this Agreement, the Purchase Agreement or any other Transaction Documents,
which such failure is not cured by the Company within ten (10) days after
receipt of written notice thereof from Secured Party, except that there shall be
no notice or cure period with respect to any failure to pay any sums due under
or as part of the Obligations. 

                    (c)      Information,
Representations and Warranties. If any representation or warranty made
herein, in the Purchase Agreement or any other Transaction Documents, or if any
information contained in any financial statement, application, schedule, report
or any other document given by the Company in connection with the Obligations,
with the Collateral, or with any Transaction Document, is not in all respects
true, accurate and complete, or if the Company omitted to state any material
fact or any fact necessary to make such information not misleading. 

                    (d)      Default
on Other Obligations. The occurrence of any default under any other
borrowing or Obligation of the Company, if the result of such default would: (i)
permit the acceleration of the maturity of any note, loan or other Contract
between Company and any Person other than Secured Party; or (ii) materially and
adversely affect, as determined by Secured Party in good faith, but in its sole
discretion, any of the Collateral, the value thereof or Secured Party’s rights
and remedies to realize upon such Collateral as set forth herein. 

                    (e)     
Insolvency. Company shall be or become insolvent or unable to pay its
debts as they become due, or admits in writing to such insolvency or to such
inability to pay its debts as they become due. 

                    (f)     
Involuntary Bankruptcy. There shall be filed against Company an
involuntary petition or other pleading seeking the entry of a decree or order
for relief under the Bankruptcy Code or any similar foreign, federal or state
insolvency or similar laws ordering: (i) the liquidation of the Company; or (ii)
a reorganization of Company or the business and affairs of Company; or (iii) the
appointment of a receiver, liquidator, assignee, custodian, trustee, or similar
official for Company of the property of Company, and the failure to have such
petition or other pleading denied or dismissed within thirty (30) calendar days
from the date of filing. 

                    (g)     
Voluntary Bankruptcy. The commencement by the Company of a voluntary case
under the Bankruptcy Code or any foreign, federal or state insolvency or similar
laws or the consent by the Company to the appointment of or taking possession by
a receiver, liquidator, assignee, trustee, custodian, or similar official for
Company of any of the property of the Company or the making by the Company of an
assignment for the benefit of creditors, or the failure by the Company generally
to pay its debts as the debts become due. 

8 




                    (h)      Judgments,
Awards. The entry of any final and non-appealable Judgment or other
determination or adjudication against the Company and a determination by Secured
Party, in good faith but in its sole discretion, that any such Judgment or other
determination or adjudication could have a Material Adverse Effect on the
prospect for Secured Party to fully and punctually realize the full benefits
conferred on Secured Party by this Agreement. 

                    (i)     
Injunction. The injunction or restraint of the Company in any manner from
conducting its business in whole or in part and a determination by Secured
Party, in good faith but in its sole discretion, that the same could have a
Material Adverse Effect on the prospect for Secured Party to fully and
punctually realize the full benefits conferred on Secured Party by this
Agreement. 

                    (j)      Attachment
by Other Parties. Any Assets of the Company shall be attached, levied upon,
seized or repossessed, or come into the possession of a trustee, receiver or
other custodian and a determination by Secured Party, in good faith but in its
sole discretion, that the same could have a Material Adverse Effect on the
prospect for Secured Party to fully and punctually realize the full benefits
conferred on Secured Party by this Agreement. 

                    (k)      Adverse
Change in Financial Condition. The determination in good faith by Secured
Party that a Material Adverse Change has occurred in the financial condition or
operations of the Company, or the Collateral, which change could have a Material
Adverse Effect on the prospect for Secured Party to fully and punctually realize
the full benefits conferred on Secured Party by this Agreement. 

                    (l)     
Adverse Change in Value of Collateral. The determination in good faith by
Secured Party that the security for the Obligations is or has become inadequate.


                    (m)      Prospect
of Payment or Performance. The determination in good faith by Secured Party
that the prospect for payment or performance of any of the Obligations is
impaired for any reason. 

          5.     
Rights and Remedies. 

                    (a)     
Rights and Remedies of Secured Party. Upon and after the occurrence of an
Event of Default, Secured Party may, without notice or demand, exercise in any
jurisdiction in which enforcement hereof is sought, the following rights and
remedies, in addition to the rights and remedies available to Secured Party
under the Purchase Agreement and any other Transaction Documents, the rights and
remedies of a secured party under the Code, and all other rights and remedies
available to Secured Party under applicable law or in equity, all such rights
and remedies being cumulative and enforceable alternatively, successively or
concurrently: 

                              (i)      Take
absolute control of the Collateral, including transferring into the Secured
Party’s name or into the name of its nominee or nominees (to the extent the
Secured Party has not theretofore done so) and thereafter receive, for the
benefit of the Secured Party, all payments made thereon, give all consents,
waivers and ratifications in respect thereof and otherwise act with respect
thereto as though it were the outright owner thereof; 

                              (ii)     
Require the Company to, and the Company hereby agrees that it will at its
expense and upon request of the Secured Party forthwith, assemble all or part of
the Collateral as directed by the Secured Party and make it available to the Secured Party
at a place or places to be designated by the Secured Party that is convenient to
Secured Party, and the Secured Party may enter into and occupy the Business
Premises or any other premises owned or leased by the Company where the
Collateral or any part thereof is located or assembled in order to effectuate
the Secured Party’s rights and remedies hereunder or under law, including
removing such Collateral therefrom, without any obligation or liability to the
Company in respect of such occupation, the Company HEREBY WAIVING ANY AND ALL
RIGHTS TO PRIOR NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO REPOSSESSION OF
COLLATERAL AND THE COMPANY HEREBY GRANTING TO SECURED PARTY AND ITS AGENTS AND
REPRESENTATIVES FULL AUTHORITY TO ENTER SUCH PREMISES; 

9 




                              (iii)      Without
notice, except as specified below, and without any obligation to prepare or
process the Collateral for sale: (A) sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of the Secured Party’s
offices or elsewhere, for cash, on credit or for future delivery, and at such
price or prices and upon such other terms as the Secured Party may deem
commercially reasonable; and/or (B) lease, license or dispose of the Collateral
or any part thereof upon such terms as the Secured Party may deem commercially
reasonable. The Company agrees that, to the extent notice of sale or any other
disposition of the Collateral shall be required by law, at least ten (10) days’
notice to the Company of the time and place of any public sale or the time after
which any private sale or other disposition of the Collateral is to be made
shall constitute reasonable notification. The Secured Party shall not be
obligated to make any sale or other disposition of any Collateral regardless of
notice of sale having been given. The Secured Party may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor and such sale may, without further notice, be made at the time and
place to which it was so adjourned. The Company hereby waives any claims and
actions against the Secured Party arising by reason of the fact that the price
at which any of the Collateral may have been sold at a private sale was less
than the price which might have been obtained at a public sale or was less than
the aggregate amount of the Obligations, even if the Secured Party accepts the
first offer received and does not offer such Collateral to more than one
offeree, and waives all rights that the Company may have to require that all or
any part of such Collateral be marshaled upon any sale (public or private)
thereof. The Company hereby acknowledges that: (X) any such sale of the
Collateral by the Secured Party shall be made without warranty; (Y) the Secured
Party may specifically disclaim any warranties of title, possession, quiet
enjoyment or the like; and (Z) such actions set forth in clauses (X) and (Y)
above shall not adversely affect the commercial reasonableness of any such sale
of Collateral. In addition to the foregoing: (1) upon written notice to the
Company from the Secured Party after and during the continuance of an Event of
Default, the Company shall cease any use of any intellectual property or any
trademark, patent or copyright similar thereto for any purpose described in such
notice; (2) the Secured Party may, at any time and from time to time after and
during the continuance of an Event of Default, license, whether general, special
or otherwise, and whether on an exclusive or non-exclusive basis, any of the
Company’s intellectual property, throughout the universe for such term or terms,
on such conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and (3) the Secured Party may, at any time, pursuant to
the authority granted under this Agreement (such authority being effective upon
the occurrence and during the continuance of an Event of Default), execute and
deliver on behalf of the Company, one or more instruments of assignment of any
intellectual property (or any application or registration thereof), in form
suitable for filing, recording or registration in any country. 

                              (iv)     
Operate, manage and control the Collateral (including use of the Collateral and
any other property or assets of Company in order to continue or complete
performance of Company’s obligations under any contracts of Company), or permit
the Collateral or any portion thereof to remain idle or store the same, and
collect all rents and revenues therefrom. 

10 




                              (v)     
Enforce the Company’s rights against any Persons obligated upon any of the
Collateral. 

                              (vi)      The
Company hereby acknowledges that if the Secured Party complies with any
applicable foreign, state, provincial or federal law requirements in connection
with a disposition of the Collateral, such compliance will not adversely affect
the commercial reasonableness of any sale or other disposition of the
Collateral.

                              (vii)      The
Secured Party shall not be required to marshal any present or future collateral
security (including, this Agreement and the Collateral) for, or other assurances
of payment of, the Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of the
Secured Party’s rights hereunder and in respect of such collateral security and
other assurances of payment shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that the Company lawfully
may, the Company hereby agrees that it will not invoke any law relating to the
marshaling of collateral which might cause delay in or impede the enforcement of
the Secured Party’s rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
the Company hereby irrevocably waives the benefits of all such laws. 

                    (b)     
Power of Attorney. Effective upon the occurrence of an Event of Default,
Company hereby designates and appoints Secured Party and its designees as
attorney-in-fact of and for the Company, irrevocably and with full power of
substitution, with authority to endorse the Company’s name on any notes,
acceptances, checks, drafts, money orders, instruments or other evidences of
payment or proceeds of the Collateral that may come into Secured Party’s
possession; to execute proofs of claim and loss; to adjust and compromise any
claims under insurance policies; and to perform all other acts necessary and
advisable, in Secured Party’s sole discretion, to carry out and enforce this
Agreement and the rights and remedies conferred upon the Secured Party by this
Agreement, the Purchase Agreement or any other Transaction Documents. All acts
of said attorney or designee are hereby ratified and approved by the Company and
said attorney or designee shall not be liable for any acts of commission or
omission, nor for any error of judgment or mistake of fact or law. This power of
attorney is coupled with an interest and is irrevocable so long as any of the
Obligations remain unpaid or unperformed or there exists any commitment by
Secured Party which could give rise to any Obligations. 

                    (c)     
Costs and Expenses. The Company agrees to pay to the Secured Party, upon
demand, the amount of any and all costs and expenses, including the reasonable
fees, costs, expenses and disbursements of counsel for the Secured Party and of
any experts and agents, which the Secured Party may incur in connection with:
(i) the preparation, negotiation, execution, delivery, recordation,
administration, amendment, waiver or other modification or termination of this
Agreement; (ii) the custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, any Collateral; (iii) the exercise
or enforcement of any of the rights of the Secured Party hereunder; or (iv) the
failure by the Company to perform or observe any of the provisions hereof.
Included in the foregoing shall be the amount of all expenses paid or incurred
by Secured Party in consulting with counsel concerning any of its rights
hereunder, under the Purchase Agreement or under applicable law, as well as such
portion of Secured Party’s overhead as Secured Party shall allocate to
collection and enforcement of the Obligations in Secured Party’s sole but
reasonable discretion. All such costs and expenses shall bear interest from the
date of outlay until paid, at the highest rate set forth in the Debenture, or if
none is so stated, the highest rate allowed by law. The provisions of this
Subsection shall survive the termination of this Agreement and Secured Party’s
security interest hereunder and the payment of all Obligations. 

11 




          6.      Security
Interest Absolute. All rights of the Secured Party and all Obligations of
the Company hereunder, shall be absolute and unconditional, irrespective of: (i)
any lack of validity or enforceability of this Agreement, the Purchase
Agreement, and any other Transaction Documents or any agreement entered into in
connection with the foregoing, or any portion hereof or thereof; (ii) any change
in the time, manner or place of payment or performance 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 the terms and provisions of the Purchase
Agreement, any other Transaction Documents, or any other agreement entered into
in connection with the foregoing; (iii) any exchange, release or non-perfection
of any of the Collateral, or any release or amendment or waiver of or consent to
departure from any other collateral for, or any guaranty, or any other security,
for all or any of the Obligations; (iv) any action by the Secured Party to
obtain, adjust, settle and cancel in its sole discretion any insurance claims or
matters made or arising in connection with the Collateral; or (v) any other
circumstance which might otherwise constitute any legal or equitable defense
available to the Company, or a discharge of all or any part of the security
interests granted hereby. Until the Obligations shall have been paid and
performed in full, the rights of the Secured Party shall continue even if the
Obligations are barred for any reason, including, the running of the statute of
limitations or bankruptcy. In the event that at any time any transfer of any
Collateral or any payment received by the Secured Party hereunder shall be
deemed by final order of a court of competent jurisdiction to have been a
voidable preference or fraudulent conveyance under the Bankruptcy Code or any
other similar insolvency or bankruptcy laws of any jurisdiction, or shall be
deemed to be otherwise due to any party other than the Secured Party, then, in
any such event, the Company’s obligations hereunder shall survive cancellation
of this Agreement, and shall not be discharged or satisfied by any prior payment
thereof and/or cancellation of this Agreement, but shall remain a valid and
binding obligation enforceable in accordance with the terms and provisions
hereof. The Company waives all right to require the Secured Party to proceed
against any other Person or to apply any Collateral which the Secured Party may
hold at any time, or to pursue any other remedy. The Company waives any defense
arising by reason of the application of the statute of limitations to any
obligation secured hereby. 

          7.      Indemnity.
The Company agrees to defend, protect, indemnify and hold the Secured Party
forever harmless from and against any and all Claims of any nature or kind
(including reasonable legal fees, costs, expenses, and disbursements of counsel)
to the extent that they arise out of, or otherwise result from, this Agreement
(including, enforcement of this Agreement). This indemnity shall survive
termination of this Agreement. 

     8.      Miscellaneous.

                    (a)     
Performance for Company. The Company agrees and hereby authorizes that
Secured Party may, in Secured Party’s sole discretion, but Secured Party shall
not be obligated to, whether or not an Event of Default shall have occurred,
advance funds on behalf of the Company, without prior notice to the Company, in
order to insure the Company’s compliance with any covenant, warranty,
representation or agreement of the Company made in or pursuant to this
Agreement, the Purchase Agreement, or any other Transaction Documents, to
continue or complete, or cause to be continued or completed, performance of the
Company’s obligations under any Contracts of the Company, or to preserve or
protect any right or interest of Secured Party in the Collateral or under or
pursuant to this Agreement, the Purchase Agreement or any other Transaction
Documents, including, the payment of any insurance premiums or taxes and the
satisfaction or discharge of any Claim, Obligation, Judgment or any other
Encumbrance upon the Collateral or other property or Assets of Company;
provided, however, that the making of any such advance by Secured Party shall not
constitute a waiver by Secured Party of any Event of Default with respect to
which such advance is made, nor relieve the Company of any such Event of
Default. The Company shall pay to Secured Party upon demand all such advances
made by Secured Party with interest thereon at the highest rate set forth in the
Debenture, or if none is so stated, the highest rate allowed by law. All such
advances shall be deemed to be included in the Obligations and secured by the
security interest granted Secured Party hereunder; provided, however, that the
provisions of this Subsection shall survive the termination of this Agreement
and Secured Party’s security interest hereunder and the payment of all other
Obligations. 

12 




                    (b)      Applications
of Payments and Collateral. Except as may be otherwise specifically provided
in this Agreement or the Purchase Agreement, all Collateral and proceeds of
Collateral coming into Secured Party’s possession and all payments made by any
Person to Secured Party with respect to any Collateral may be applied by Secured
Party (after payment of any amounts payable to the Secured Party pursuant to
Section 5(c) hereof) to any of the Obligations, whether matured or unmatured, as
Secured Party shall determine in its sole, but reasonable discretion. Any
surplus held by the Secured Party and remaining after the indefeasible payment
in full in cash of all of the Obligations shall be paid over to whomsoever shall
be lawfully entitled to receive the same or as a court of competent jurisdiction
shall direct. Secured Party may defer the application of Noncash Proceeds of
Collateral, to the Obligations until Cash Proceeds are actually received by
Secured Party. In the event that the proceeds of any such sale, collection or
realization are insufficient to pay all amounts to which the Secured Party is
legally entitled, the Company shall be liable for the deficiency, together with
interest thereon at the highest rate specified in the Debenture for interest on
overdue principal thereof or such other rate as shall be fixed by applicable
law, together with the costs of collection and the reasonable fees, costs,
expenses and other client charges of any attorneys employed by the Secured Party
to collect such deficiency. 

                    (c)      Waivers
by Company. The Company hereby waives, to the extent the same may be waived
under applicable law: (i) notice of acceptance of this Agreement; (ii) all
claims and rights of the Company against Secured Party on account of actions
taken or not taken by Secured Party in the exercise of Secured Party’s rights or
remedies hereunder, under the Purchase Agreement, and other Transaction
Documents or under applicable law; (iii) all claims of the Company for failure
of Secured Party to comply with any requirement of applicable law relating to
enforcement of Secured Party’s rights or remedies hereunder, under the Purchase
Agreement, under any other Transaction Documents or under applicable law; (iv)
all rights of redemption of the Company with respect to the Collateral; (v) in
the event Secured Party seeks to repossess any or all of the Collateral by
judicial proceedings, any bond(s) or demand(s) for possession which otherwise
may be necessary or required; (vi) presentment, demand for payment, protest and
notice of non-payment and all exemptions applicable to any of the Collateral or
the Company; (vii) any and all other notices or demands which by applicable law
must be given to or made upon the Company by Secured Party; (viii) settlement,
compromise or release of the obligations of any Person primarily or secondarily
liable upon any of the Obligations; (ix) all rights of the Company to demand
that Secured Party release account debtors or other Persons liable on any of the
Collateral from further obligation to Secured Party; and (x) substitution,
impairment, exchange or release of any Collateral for any of the Obligations.
The Company agrees that Secured Party may exercise any or all of its rights
and/or remedies hereunder, under the Purchase Agreement, the other Transaction
Documents and under applicable law without resorting to and without regard to
any Collateral or sources of liability with respect to any of the Obligations.
Upon termination of this Agreement and Secured Party’s security interest
hereunder and payment of all Obligations, within ten (10) business days
following the Company’s request to Secured Party, Secured Party shall release
control of any security interest in the Collateral perfected by control and
Secured Party shall send Company a statement terminating any financing statement
filed against the Collateral. 

13 




                    (d)     
Waivers by Secured Party. No failure or any delay on the part of Secured
Party in exercising any right, power or remedy hereunder, under this Agreement,
the Purchase Agreement, and other Transaction Documents or under applicable law,
shall operate as a waiver thereof. 

                    (e)      Secured
Party’s Setoff. Secured Party shall have the right, in addition to all other
rights and remedies available to it, following an Event of Default, to set off
against any Obligations due Secured Party, any debt owing to the Company by
Secured Party. 

                    (f)     
Modifications, Waivers and Consents. No modifications or waiver of any
provision of this Agreement, the Purchase Agreement, or any other Transaction
Documents, and no consent by Secured Party to any departure by the Company
therefrom, shall in any event be effective unless the same shall be in writing,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given, and any single or partial written waiver by
Secured Party of any term, provision or right of Secured Party hereunder shall
only be applicable to the specific instance to which it relates and shall not be
deemed to be a continuing or future waiver of any other right, power or remedy.
No notice to or demand upon the Company in any case shall entitle Company to any
other or further notice or demand in the same, similar or other circumstances.


                    (g)      Notices.
All notices of request, demand and other communications hereunder shall be
addressed to the parties as follows: 

	 	If to the Company: 	American Natural Energy Corporation 
	 	  	6100 South Yale Ave., Suite 2010 
	 	  	Tulsa, Oklahoma 74136 
	 	  	Attn: Mr. Michael Paulk, CEO 
	 	  	Telephone: (918) 481-1440 
	 	  	Facsimile: (918) 481-1473 
	 	  	E-Mail: Mike@annrg.com
      and Steve@annrg.com 
	 	  	  
	 	With a copy to: 	Ira “Buddy” Edwards 
	 	  	Riggs, Abney, Neal, Turpen, Orbison & Lewis
    
	 	  	502 West Sixth Street 
	 	  	Tulsa, Oklahoma 74119-1010 
	 	  	Telephone: 918-699-8979 
	 	  	Fax: 918-587-9708 
	 	  	E-Mail: bedwards@riggsabney.com 
	 	  	  
	 	If to the Secured Party: 	TCA Global Credit Master Fund, LP 
	 	  	1404 Rodman Street 
	 	  	Hollywood, FL 33020 
	 	  	Attn: Mr. Robert Press 
	 	  	Telephone: (786) 323-1650 
	 	  	Facsimile: (786) 323-1651 
	 	  	E-Mail: bpress@trafcap.com 
	 	  	  
	 	With a copy to: 	David Kahan, P.A. 
	 	  	3125 W. Commercial Blvd., Suite 100 
	 	  	Ft, Lauderdale, FL 33309 


14 





	 	Attn: David Kahan, Esq. 
	 	Telephone: (954) 548-3930 
	 	Facsimile: (954) 548-3910 
	 	E-Mail: david@dkpalaw.com 


unless the address is changed by the party by like notice given
to the other parties. Notice shall be in writing and shall be deemed delivered:
(i) if mailed by certified mail, return receipt requested, postage prepaid and
properly addressed to the address below, then three (3) business days after
deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if
mailed by Federal Express, UPS or other nationally recognized overnight courier
service, next business morning delivery, then one (1) business day after deposit
of same in a regularly maintained receptacle of such overnight courier; or (iii)
if hand delivered, then upon hand delivery thereof to the address indicated on
or prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after
5:00 p.m., EST, shall be deemed delivered on the following business day.
Notwithstanding the foregoing, notice, consents, waivers or other communications
referred to in this Debenture may be sent by facsimile, e-mail, or other method
of delivery, but shall be deemed to have been delivered only when the sending
party has confirmed (by reply e-mail or some other form of written confirmation)
that the notice has been received by the other party. 

                    (h)     
Applicable Law and Consent to Jurisdiction. This Agreement shall be
construed in accordance with the laws of the State of Florida, without regard to
the principles of conflicts of laws, except to the extent that the validity and
perfection or the perfection and the effect of perfection or non-perfection of
the security interest created hereby, or remedies hereunder, in respect of any
particular Collateral are governed under the Code by the law of a jurisdiction
other than the State of Florida, in which case such issues shall be governed by
the laws of the jurisdiction governing such issues under the Code. The parties
further agree that any action between them shall be heard in Broward County,
Florida and expressly consent to the jurisdiction and venue of the State Court
sitting in Broward County, Florida and the United States District Court for the
Southern District of Florida for the adjudication of any civil action asserted
pursuant to this Agreement, provided, however, that nothing herein shall prevent
from bringing suit or taking legal action in any other jurisdiction. By its
execution hereof, the Company hereby irrevocably waives any objection and any
right of immunity on the ground of venue, the convenience of the forum or the
jurisdiction of such courts or from the execution of judgments resulting
therefrom. The Company hereby irrevocably accepts and submits to the
jurisdiction of the aforesaid courts in any such suit, action or proceeding.


                    (i)     
Survival: Successors and Assigns. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery hereof, shall survive Closing and shall continue in full force and
effect until all Obligations have been paid in full, there exists no commitment
by Secured Party which could give rise to any Obligations and all appropriate
termination statements have been filed terminating the security interest granted
Secured Party hereunder. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
assigns of such party. In the event that Secured Party assigns this Agreement
and/or its security interest in the Collateral, Secured Party shall give written
notice to the Company of any such assignment and such assignment shall be
binding upon and recognized by the Company. All covenants, agreements,
representations and warranties by or on behalf of the Company which are
contained in this Agreement shall inure to the benefit of Secured Party, its
successors and assigns. The Company may not assign this Agreement or delegate
any of its rights or obligations hereunder, without the prior written consent of
Secured Party, which consent may be withheld in Secured Party’s sole and
absolute discretion. 

15 




                    (j)      Severability.
If any term, provision or condition, or any part thereof, of this Agreement
shall for any reason be found or held invalid or unenforceable by any court or
governmental authority of competent jurisdiction, such invalidity or
unenforceability shall not affect the remainder of such term, provision or
condition nor any other term, provision or condition, and this Agreement shall
survive and be construed as if such invalid or unenforceable term, provision or
condition had not been contained therein. 

                    (k)      Merger
and Integration. This Agreement and the attached Schedules (if any),
together with the Purchase Agreement and the other Transaction Documents,
contain the entire agreement of the parties hereto with respect to the matters
covered and the transactions contemplated hereby and thereby, and no other
agreement, statement or promise made by any party hereto or thereto, or by any
employee, officer, agent or attorney of any party hereto, which is not contained
herein or therein shall be valid or binding. 

                    (l)      WAIVER
OF JURY TRIAL. THE COMPANY HEREBY: (a) COVENANTS AND AGREES NOT TO ELECT A
TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (b) WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO WHICH THE COMPANY AND SECURED PARTY MAY BE
PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS
AGREEMENT, THE PURCHASE AGREEMENT AND/OR ANY TRANSACTIONS, OCCURRENCES,
COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING
IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD
AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST
PARTIES WHO ARE NOT PARTIES TO THIS SECURITY AGREEMENT. THIS WAIVER OF JURY
TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE
COMPANY AND THE COMPANY HEREBY AGREES THAT NO REPRESENTATIONS OF FACT OR OPINION
HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. SECURED PARTY IS HEREBY AUTHORIZED TO
SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER
AND THE COMPANY AND SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH
WAIVER OF RIGHT TO TRIAL BY JURY. THE COMPANY REPRESENTS AND WARRANTS THAT IT
HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT
IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 

                    (m)     
Execution. This Agreement may be executed in one or more counterparts,
all of which taken together shall be deemed and considered one and the same
Agreement, and same shall become effective when counterparts have been signed by
each party and each party has delivered its signed counterpart to the other
party. In the event that any signature is delivered by facsimile transmission or
by e-mail delivery of a “.pdf” format file or other similar format file, such
signature shall be deemed an original for all purposes and shall create a valid
and binding obligation of the party executing same with the same force and
effect as if such facsimile or “.pdf” signature page was an original thereof.


                    (n)      Headings.
The headings and sub-headings contained in the titling of this Agreement are
intended to be used for convenience only and shall not be used or deemed to
limit or diminish any of the provisions hereof. 

16 




                    (o)     
Termination. This Agreement and the security interests hereunder shall
terminate on the date on which all Obligations have been indefeasibly paid or
discharged in full. Upon such termination, the Secured Party, at the request and
at the expense of the Company, will join in executing any termination statement
with respect to any financing statement executed and filed pursuant to this
Agreement. 

                    (p)      Gender
and Use of Singular and Plural. All pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the party or
parties or their personal representatives, successors and assigns may require.


                    (q)     
Further Assurances. The parties hereto will execute and deliver such
further instruments and do such further acts and things as may be reasonably
required to carry out the intent and purposes of this Agreement. 

                    (r)     
Time is of the Essence. The parties hereby agree that time is of the
essence with respect to performance of each of the parties’ obligations under
this Agreement. The parties agree that in the event that any date on which
performance is to occur falls on a Saturday, Sunday or state or national
holiday, then the time for such performance shall be extended until the next
business day thereafter occurring. 

                    (s)      Joint
Preparation. The preparation of this Agreement has been a joint effort of
the parties and the resulting documents shall not, solely as a matter of
judicial construction, be construed more severely against one of the parties
than the other. 

                    (t)      Increase
in Obligations. It is the intent of the parties to secure payment of the
Obligations, as the amount of such Obligations may increase from time to time in
accordance with the terms and provisions of the Purchase Agreement, and all of
the Obligations, as so increased from time to time, shall be and are secured
hereby. Upon the execution hereof, the Company shall pay any and all documentary
stamp taxes and/or other charges required to be paid in connection with the
execution and enforcement of the Purchase Agreement and this Agreement, and if,
as and to the extent the Obligations are increased from time to time in
accordance with the terms and provisions of the Debenture, then the Company
shall immediately pay any additional documentary stamp taxes or other charges in
connection therewith. 

[Signatures on the following page] 

17 




          IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the
day and year first above written. 

	 	COMPANY: 
	 	 
		AMERICAN NATURAL ENERGY
      CORPORATION 
	 	 
	 	By: /s/ Michael Paulk 
	 	Name: Michael Paulk 
	 	Title: President 
	 	 
	 	Date: 1/31/12 
	 	 
	 	 
	 	SECURED PARTY: 
	 	 
		TCA GLOBAL CREDIT MASTER FUND, LP
    
	 	 
		By: TCA Global Credit Fund GP, Ltd., its
      general partner 
	 	 
	 	By: /s/ Robert Press 
	 	Name: Robert Press 
	 	Title: Director 
	 	 
	 	Date: 1/31/12 


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