EXHIBIT 10.27.2**PLEDGE AGREEMENT**     **THISPLEDGE AGREEMENT**(this “Agreement”), is made as of June 29, 2006, by and between**GUARANTY BANK, FSB,**a federal savings bank, as Agent for itself and certain other lenders (the“Secured Party”), and **PRIME OFFSHORE L.L.C.,**a Delaware limited liability company (“Pledgor”),with reference to the following:RECITALS:     A. Pledgor, the Secured Party, and the Lenders described therein, have entered into thatcertain Credit Agreement of even date herewith (such agreement, as the same may be amended ormodified from time to time, being hereinafter referred to as the “Credit Agreement”).     B. Pledgor owns 100% of the general partner interest in the FWOE Partners L.P. (the“Partnership”).     C. The Lenders have conditioned their commitments to lend under the Credit Agreement upon theexecution and delivery of this Agreement by the Pledgor.     D. Terms used herein but not otherwise defined herein shall have the meanings ascribed to themin the Credit Agreement.AGREEMENTS:     NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations,warranties and agreements contained herein, and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, Pledgor hereby agrees with Secured Party for thebenefit of the Lenders as follows:     SECTION 1. Grant of Pledge Interest. As security for the obligations specified inSection 2 hereof, Pledgor hereby grants to Secured Party a continuing security interest in all ofits right, title and interest in and to the following described property, all of which ishereinafter collectively referred to as the “Collateral”:     (a)Partnership Interests. Pledgor’s entire general partner interest in thePartnership, which currently consists of 100% of the general partnership interest in thePartnership. Without limiting the generality of the foregoing, Secured Party is herebygranted a security interest in all of Pledgor’s right, title and interest arising under thatcertain Amended and Restated Agreement of Limited Partnership dated August 22, 2005 (the“Partnership Agreement”) including, without limitation, all rights of Pledgor to receive anyand all monies, properties, payments and distributions thereunder, whether in respect ofoperating profits, sales, exchanges, condemnations or insured losses of any of Partnership’sassets, the liquidation of any of Partnership’s assets and affairs, guaranteed payments,reimbursement of expenses, or otherwise (collectively the “Distributions”); all rights,powers and prerogatives of Pledgor arising under the Partnership Agreement or under lawrelating to the general partnership interest of Pledgor, including, without limitation, allrights of Pledgor, if any, to control and manage the business of the Partnership and to voteon any matter specified therein or under law; all rights of Pledgor to cause an assignee tobe
 

 
substituted in the Partnership as a partner in the place and stead of Pledgor; allrights and claims of Pledgor for damages arising out of or for breach of or default underthe Partnership Agreement; all rights of Pledgor to access to the books and records of thePartnership and to other information concerning or affecting the Partnership and all rightsof Pledgor to terminate the Partnership Agreement, if any, to perform thereunder, to compelperformance and otherwise to exercise all remedies thereunder; in each of the foregoingcases, whether such rights, interests and assets are now owned or hereafter acquired andincluding all of Pledgor’s interest in any partnership or other entity which is a successorto or continuation of either Partnership.     (b) Proceeds, Substitutions, Etc. To the extent not included in the items ofCollateral set forth in paragraph (a) above, any and all proceeds, products, increases,substitutions, replacements, repairs, additions and accessions to or of such items ofCollateral, including, without limitation, all insurance and the proceeds thereof, allcondemnation proceeds or the proceeds of any other form of taking thereof and all realproperty, equipment, inventory, accounts, general intangibles, contract rights, documents,instruments, chattel paper, money, deposit accounts and other tangible or intangibleproperty received upon the sale or disposition of any of the foregoing now existing orhereafter arising.     With respect to each particular item of Collateral, the security interest hereingranted shall attach immediately upon Pledgor’s execution hereof or as soon as Pledgoracquires rights in and to such item of Collateral, whichever is later. Nothing in thisAgreement shall be deemed to constitute an assumption by Secured Party of any liability orobligation of Pledgor with respect to any of the Collateral.     SECTION 2. Pledge for Obligations. This Agreement secures and the Collateral issecurity for the prompt payment or performance in full when due, whether at stated maturity, byacceleration or otherwise (including the payment of amounts which would become due but for theoperation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) of(a) all Indebtedness now or hereafter existing, whether for principal or interest (including,without limitation, interest which, but for the filing of a petition in bankruptcy with respect tothe Partnership, would accrue on such obligations), or payments of fees, expenses or otherwise, and(b) all obligations, indebtedness and liabilities of Pledgor or the Partnership now or hereafterexisting under this Agreement or any Loan Document (all such obligations, indebtedness andliabilities referred to in (a) and (b) of this Section being the “Secured Obligations”).     SECTION 3. Assignment of Partnership Interest. Concurrently herewith Pledgor shallexecute and deliver to Secured Party a fully executed Assignment of Partnership Interest in theform attached hereto as Exhibit “A” with respect to the Partnership. Pledgor herebyauthorizes Secured Party, after the occurrence of an Event of Default, after the expiration of anyapplicable cure period therefor and upon the completion of a sale conducted pursuant to Article 9of the Uniform Commercial Code (the “Code”) in effect in the State of Texas at that time, tocomplete the Assignment of Partnership Interest, and if the assignee is not the Secured Party tofill in the name of the purchaser of the Collateral at a sale conducted pursuant to Article 9 ofthe Code as the assignee, and the date on which such sale was conducted, and, thereafter, todeliver one fully executed original to the other partners of the Partnership. Pledgor agrees thatthe Partnership and its constituent
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partners shall be entitled to rely conclusively on such Assignment of Partnership Interest andshall have no liability to Pledgor for any loss or damage which Pledgor may incur by reason ofsaid reliance, this provision being expressly for the benefit of such partners.     SECTION 4. Pledgor Remains Liable. Anything herein to the contrary notwithstanding,unless and until an Event of Default shall have occurred and the Collateral is sold at aforeclosure sale, Pledgor shall remain liable under the Partnership Agreement to perform all ofPledgor’s obligations thereunder to the same extent as if this Agreement had not been executed,and the exercise by Secured Party of any of its rights hereunder shall not release Pledgor fromany of Pledgor’s obligations under the Partnership Agreement except as expressly otherwiseprovided by law. Unless and until the Collateral is sold to Secured Party at a foreclosure sale,neither Secured Party nor any Lender shall have any obligation or liability under the PartnershipAgreement by reason of this Agreement, nor shall Secured Party nor any Lender be obligated toperform any of the obligations of Pledgor thereunder or to take any action to collect or toenforce any claim for payment assigned hereunder. From and after the date the Collateral is soldat a foreclosure sale, the purchaser thereof shall be bound by all applicable provisions of thePartnership Agreement.     SECTION 5. Representations and Warranties. Pledgor hereby represents and warrants toSecured Party on behalf of the Lenders that:     (a) Pledgor is duly organized, existing and in good standing in its jurisdiction oforganization and has full power and authority to make and deliver this Agreement.     (b) The execution, delivery and performance of this Agreement by the Pledgor have beenduly authorized by all necessary organizational action and do not and will not violate theprovisions of, or constitute a default under, any presently applicable law or itsorganizational documents or any agreement presently binding on it.     (c) This Agreement has been duly executed and delivered by the authorized officers,partners, managers or members, as the case may be, of Pledgor and constitutes its lawful,binding and legally enforceable obligation, subject, as to enforcement, only to bankruptcy,insolvency, reorganization, moratorium or similar laws then in effect affecting the rightsof creditors generally and general equitable principles.     (d) The authorization, execution, delivery and performance of this Agreement does notrequire notification to, registration with, or consent or approval by, any federal, state orlocal regulatory body or administrative agency.     (e) Pledgor’s rights to the Distributions are valid, enforceable under the PartnershipAgreement in accordance with its terms and are not subject to any defense, offset,counterclaim or contingency whatsoever, except as provided in the Partnership Agreement.     (f) Except for the security interest granted herein, Pledgor has, and will at all timesduring the term hereof have, valid title to all and every part of the Collateral, free andclear of any lien or security interest.
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     (g) Upon the execution and delivery of this Agreement by Pledgor and the filing ofappropriate financing statements with the appropriate governmental agencies or, asapplicable, upon Secured Party’s taking possession of the Collateral, Secured Party shallhave a perfected security interest in and to the Collateral having first priority for thefull amount of all of the Secured Obligations.     (h) Neither the execution and delivery of this Agreement by Pledgor nor the lawfulexercise by Secured Party of any of its rights and remedies hereunder, whether upon defaultor otherwise, will result in a breach of or constitute a default under the PartnershipAgreement or any other agreement or instrument to which Pledgor is a party or by which anyof the Collateral is bound, nor violate any law or any rule or regulation of anyadministrative agency or any order, writ, injunction or decree of any court oradministrative agency binding upon Pledgor, nor does any of the foregoing require theconsent of any person, entity or governmental agency or any notice or filing with anygovernmental or regulatory body (except as may be required in connection with any sale ordisposition of the Collateral by laws affecting the offering and sale of securitiesgenerally).     (i) There is no action nor legal, administrative or other proceeding pending or, tothe best of Pledgor’s knowledge, threatened which affects Pledgor’s title to the Collateralor Pledgor’s grant of a security interest hereunder, nor does Pledgor know of any basis forthe assertion of any such claim.     (j) The place where Pledgor keeps its books and records concerning the Collateral anda true, complete and conformed copy of each Partnership Agreement is and will remain 9821Katy Freeway, Suite 1050, Houston, Texas 77024, or at such other address as Pledgor maydesignate in writing to Secured Party. None of the Collateral is evidenced by a promissorynote or other instrument.     (k) Any and all information heretofore furnished to Secured Party by Pledgor inconnection with the financial condition, assets, liabilities, business or prospects of thePartnership or the value or condition of the Collateral is true and correct in all materialrespects when furnished, and all such information hereafter furnished to Secured Party byPledgor will be true and correct in all material respects when furnished.     SECTION 6. Further Assurances. Pledgor agrees at any time and from time to time, atthe expense of Pledgor, promptly to execute and to deliver all further instruments and documents,and to take all further action, that may be necessary as reasonably requested by Secured Party inorder to perfect and to protect any security interest granted or purported to be granted hereby orto enable Secured Party to exercise and to enforce its rights and remedies hereunder with respectto any of the Collateral.     SECTION 7. Affirmative and Negative Covenants.     (a) Pledgor shall not (i) sell, assign, transfer, exchange, lease, lend or dispose of(directly, indirectly, or voluntarily), or grant any option with respect to, any of theCollateral, or (ii) create or permit to exist any security interest or lien in or withrespect to the Collateral, except for the security interest in favor of Secured Party. Theinclusion of “proceeds” as a
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component of the Collateral shall not be deemed a consent by Secured Party or the Lendersto any sale, assignment, transfer, exchange, lease, loan, granting of an option with respect to ordisposition of all or any part of the Collateral.     (b) Pledgor shall not take any action in Pledgor’s capacity as general partner of thePartnership to (i) cause or permit the Partnership Agreement to be amended or terminated; (ii)waive, postpone or modify Pledgor’s rights to receive any Distributions under the PartnershipAgreement; or (iii) waive any default or breach of the Partnership Agreement.     (c) Pledgor shall, at its own expense, perform and observe all of the terms and provisions ofthe Partnership Agreement to be performed or observed by Pledgor, maintain the PartnershipAgreement in full force and effect, and enforce Pledgor’s fights under the Partnership Agreement inaccordance with its terms. Pledgor shall promptly deliver to Secured Party any notice of defaultwhich Pledgor receives with respect to the Partnership Agreement.     (d) Pledgor shall comply with all laws, statutes and regulations pertaining to its ownershipof the Collateral. Pledgor shall pay or cause to be paid all taxes and other levies with respect tothe Collateral when the same become due and payable except such as are being contested in goodfaith by appropriate proceedings, where the effect of such proceedings is to stay any enforcementin respect of such unpaid taxes.     (e) Pledgor shall promptly notify Secured Party in writing of any event which materiallyadversely affects the value of the Collateral, the ability of Pledgor or Secured Party to disposeof the Collateral or the rights and remedies of Secured Party in relation thereto, including, butnot limited to, the levy of any legal process against the Collateral and the adoption of any order,arrangement or procedure affecting the Collateral, whether governmental or otherwise. Pledgor shallalso promptly notify Secured Party in writing of any event which adversely affects the financialcondition, assets, liabilities, business, operations or prospects of the Partnership in anymaterial respect.     SECTION 8. Rights of Pledgor with Respect to Collateral.     (a) So long as no Event of Default shall have occurred and be continuing, Pledgor shall beentitled to exercise any and all voting and other consensual and other rights pertaining to theCollateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement(including, without limitation, Section 7(b) hereof), the Note or any other Loan Document;provided, however, that Pledgor shall not exercise or shall refrain from exercising any such rightif it would result in an Event of Default.     (b) Upon the occurrence and during the continuance of an Event of Default:     (i) Secured Party shall have the right to have the Collateral transferred intothe name of Secured Party pursuant to Section 3 hereof.
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     (ii) All rights of Pledgor to exercise the voting and other consensual rightswhich Pledgor would otherwise be entitled to exercise pursuant to Section 8(a)above and to receive Distributions shall cease, and all such rights shall thereuponbecome vested in Secured Party, who shall thereafter upon notice to Pledgor havethe sole right to exercise such voting and other consensual rights and to receive100 percent of all Distributions, which shall be promptly applied by Secured Partyagainst the Secured Obligations in the order and manner specified in Section 12(d)hereof.     (iii) All Distributions which are received by Pledgor contrary to theprovisions of Section 8(b)(ii) shall be received in trust for the benefit ofSecured Party, shall be segregated from other funds of Pledgor, and forthwith shallbe paid over to Secured Party as pledged Collateral in the same form as received(with any necessary endorsements).     SECTION 9. Secured Party May Perform. If Pledgor fails to perform any agreementcontained herein, Secured Party may itself perform or cause the performance of such agreement, andthe expenses of Secured Party incurred in connection therewith shall be payable by Pledgor underSection 16. However, nothing in this Agreement shall obligate Secured Party to act.     SECTION10. Secured Party Appointed Attorney-in-Fact. Pledgor hereby appoints SecuredParty Pledgor’s attomey-in-fact with full authority in the place and stead of Pledgor and in thename of Pledgor or otherwise, from time to time (but only upon an Event of Default) in SecuredParty’s discretion to take any action and to execute any instrument which Secured Party may deemnecessary or advisable to accomplish the purposes of this Agreement, including, withoutlimitation, to receive, endorse and collect all instruments made payable to Pledgor representingany dividend or other Distribution in respect of the Collateral or any part thereof and to givefull discharge for the same.     SECTION 11. Reasonable Care. Secured Party shall be deemed to have exercisedreasonable care in the custody and preservation of the Collateral in its possession if theCollateral is accorded treatment substantially equal to that which Secured Party accords its ownproperty, it being understood that Secured Party shall not have responsibility for (a) ascertainingor taking action with respect to calls, conversions, exchanges, maturities, tenders or othermatters relative to any Collateral, whether or not Secured Party has or is deemed to have knowledgeof such matters, or (b) taking any necessary steps to preserve rights against any parties withrespect to any Collateral.     SECTION 12. Remedies Upon Default. If any Event of Default shall have occurred and becontinuing, Secured Party is, subject to the Credit Agreement, entitled to exercise any one ormore of the following remedies:     (a) Secured Party may exercise in respect of the Collateral, in addition to otherrights and remedies provided for herein or otherwise available to it, all the rights andremedies of a secured party under the Code, and Secured Party may also without noticeexcept as specified below sell the Collateral or any part thereof in one or more parcels atpublic or private sale, at any exchange, broker’s board or at any of Secured Party’soffices or elsewhere, for cash, on credit or for future delivery, and upon such other termsas Secured Party in its sole discretion may deem commercially reasonable. Pledgor agreesthat at least
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20 days’ written notice to Pledgor of the time and place of any public sale or the time afterwhich any private sale is to be made shall constitute reasonable notification. Secured Party shallnot be obligated to make any sale of Collateral regardless of notice of sale having been given.Secured Party may adjourn any public or private sale from time to time by announcement at the timeand place fixed therefor, and such sale may, without further notice, be made at the time and placeto which it was so adjourned. Pledgor hereby waives any claims against Secured Party arising byreason of the fact that the price at which any Collateral may have been sold at such a privatesale was less than the price which might have been obtained at a public sale. To the extentpermitted by law, Secured Party may be the purchaser of the Collateral.     (b) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Actof 1933, as amended (the “Securities Act”), and applicable state securities laws, Secured Party maybe compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers tothose who will agree, among other things, to acquire the Collateral for their own account, forinvestment and not with a view to the distribution or resale thereof Pledgor acknowledges that anysuch private placement, whether through public or private sale under the Code, may be at prices andon terms less favorable to Secured Party than those obtainable through a public offering madepursuant to a registration statement under the Securities Act, and, notwithstanding suchcircumstances, agrees that any such private placement, whether through public or private sale underthe Code, shall be deemed to have been made in a commercially reasonable manner and that SecuredParty shall have no obligation to engage in a public offering and no obligation to delay the saleof any Collateral for the period of time necessary to permit the issuer thereof to register it fora form of public offering requiring registration under the Securities Act or under applicable statesecurities laws, even if Pledgor would agree to do so.     (c) If Secured Party decides to exercise its right to sell any or all of the Collateral, uponwritten request, Pledgor shall furnish to Secured Party all such information as Secured Party mayreasonably request in order to determine the Collateral which may be sold by Secured Party asexempt transactions under the Securities Act and the rules of the Securities and ExchangeCommission thereunder, as the same are from time to time in effect.     (d) Any cash held by Secured Party as Collateral and all cash proceeds received by SecuredParty in respect of any sale of, collection from, or other realization upon all or any part of theCollateral shall be promptly applied (after payment of any amounts payable to Secured Partypursuant to Section 16) in whole or in part by Secured Party against all or any part of the SecuredObligations in accordance with the Credit Agreement. Any surplus of such cash or cash proceeds heldby Secured Party and remaining after payment in full of all the Secured Obligations shall be paidover to Pledgor or to whomsoever may be lawfully entitled to receive such surplus.     (e) Secured Party shall not be obligated to resort to its rights or remedies with respect toany other security for or guaranty of payment of the Secured Obligations before resorting to itsrights and remedies against Pledgor hereunder. All rights and remedies of Secured Party shall becumulative and not in the alternative.
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     (f) To the extent the Collateral consists of Pledgor’s entire interest in thePartnership, Secured Party may pursue and enforce its rights and remedies only as to theDistributions, reserving the discretion to pursue or not pursue its rights as to the balanceof the Collateral at a later date.     (g) To the extent the exercise by Secured Party of any remedy afforded herein requiresthe consent or approval of any governmental agency or regulatory body, the right of SecuredParty to exercise such remedy shall be conditioned upon receipt by Secured Party of suchconsent or approval. In furtherance of the exercise by Secured Party of the power of salegranted to it herein, Pledgor agrees that, upon request of Secured Party and without expenseto Secured Party, Pledgor shall use its reasonable best efforts to obtain all necessaryapprovals from all applicable federal, state and local governmental agencies, authoritiesand instrumentalities for the sale by Secured Party of the Collateral, or any part thereof,or the transfer to the successful bidder or prospective purchaser of any governmentallicenses or franchise necessary to allow it to conduct the business or activities for whichthe Collateral is intended.     SECTION 13. No Partner. Notwithstanding anything to the contrary contained herein,until such time, if any, as Secured Party or a successor thereto acquires the Collateral followingthe occurrence of an Event of Default, neither Secured Party nor any Lender nor anysuccessor-in-interest thereof shall be deemed to be a partner in the Partnership. The securityinterests granted to Secured Party herein are collateral assignments only, serving as security forthe Secured Obligations.     SECTION 14. **Liability and Indemnification.****Secured Party shall notbe liable to pledgor for any act or omission by Secured Party unless Secured Party’s conductconstitutes willful misconduct or gross negligence. Pledgor agrees to indemnify and to hold SecuredParty harmless from and against all losses, liabilities, claims, damages, reasonable costs andexpenses (including reasonable attorneys’ fees and disbursements) with respect to (i) any actiontaken or any omission by Secured Party with respect to this Agreement, provided that SecuredParty’s conduct does not constitute willful misconduct ornegligence, (ii) any claims arising outof Pledgor’s ownership of the collateral or Secured Party’s security interest therein, or (iii)Secured Party’s enforcing this Agreement against Pledgor whether or not suit is filed, including,without limitation, all reasonable costs, reasonable attorneys’ fees and expenses actually expendedor incurred by Secured Party in connection with, or in defense of, any insolvency, bankruptcy,reorganization, arrangement or other similar proceeding involving pledgor which in any way affectsthe exercise by Secured Party of its rights and remedies hereunder.**     SECTION 15. Continuing, Security Interest: Assignment of Obligations. ThisAgreement shall create a continuing security interest in the Collateral and shall (a) remain infull force and effect until payment in full of the Secured Obligations or the written terminationof this Agreement by Secured Party, (b) be binding upon Pledgor, its successors and assigns, (c)inure, together with the rights and remedies of Secured Party hereunder, to the benefit of SecuredParty, the Lenders, and their respective successors, transferees and assigns, (d) constitute, alongwith the other documents referred to herein, the entire agreement between Pledgor and Secured Partywith respect to the
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subject matter hereof, and (e) be severable in the event that one or more of the provisionsherein is determined to be illegal or unenforceable.     SECTION 16. Expenses. Pledgor will, upon demand, pay to Secured Party all reasonableexpenses, including the reasonable fees and expenses of its counsel and of any experts and agents,which Secured Party may incur in connection with (a) the administration of this Agreement, (b) thecustody or preservation of, or the sale of, collection from, or other realization upon, any of theCollateral, (c) the exercise or enforcement of any of the rights of Secured Party hereunder, and(d) the failure by Pledgor to perform or to observe any of the provisions hereof.     SECTION 17. Obligations Unconditional. The obligations of Pledgor under thisAgreement shall be absolute and unconditional and shall not be released, discharged, reduced, orin any way impaired by any circumstance whatsoever, including, without limitation, any amendment,modification, extension or renewal of this Agreement, the Secured Obligations, or any document orinstrument evidencing, securing or otherwise relating to the Secured Obligations, or any release,subordination, or impairment of collateral, or any waiver, consent, extension, indulgence,compromise, settlement, or other action or inaction in respect of this Agreement, the SecuredObligations or any document or instrument evidencing, securing or otherwise relating to theSecured Obligations, or any exercise or failure to exercise any right, remedy, power or privilegein respect of the Secured Obligations. No failure on the part of Secured Party to exercise and nodelay in exercising, and no course of dealing with respect to, any right, power, or privilegeunder this Agreement shall operate as a waiver thereof, nor shall any single or partial exerciseof any right, power or privilege under this Agreement preclude any other or further exercisethereof or the exercise of any other right, power or privilege. The rights provided for in thisAgreement are cumulative and not exclusive of any rights and remedies provided by law.     SECTION 18. Return of Collateral. Subject to any duty imposed by law or by contract tothe holder of any subordinate lien on the Collateral known to Secured Party, and subject to thedirection of a court of competent jurisdiction, upon payment in full of the Secured Obligations,Pledgor shall be entitled to return of the Collateral in the possession of Secured Party; provided,however that Secured Party shall not be obligated to return to Pledgor or deliver to the holder ofany subordinate lien any such Collateral until such time, but in no event to exceed ninety daysafter payment in full of the Secured Obligations, as Secured Party is reasonably satisfied that thepayment of the Secured Obligations is not subject to being recaptured under applicable bankruptcylaws. The return of Collateral, however effected, shall be without recourse to Secured Party. Thereturn of Collateral shall be effected without representation or warranty and shall entitle Pledgorto all necessary endorsements, without recourse or warranty.     SECTION19. Amendments, Waiver. No amendment or waiver of any provision of thisAgreement nor consent to any departure by Pledgor herefrom shall in any event be effective unlessthe same shall be in writing and signed by Secured Party and Pledgor, and then such waiver orconsent shall be effective only in the specific instance and for the specific purpose for whichgiven.     SECTION 20. Notices. All notices, requests, demands, directions and othercommunications provided for hereunder must be in writing and must be mailed, certified orregistered mail, return receipt requested, telegraphed, telecopied, delivered or sent by cable tothe appropriate party (and to the persons so designated to receive copies thereof) at theaddresses set
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forth below. Any notice, request, demand, direction or other communication required or permittedhereunder which is given by mail will be effective on the earlier of receipt or the third businessday after deposit in the United States mail with certified or registered postage prepaid; if givenby telegraph or cable, when delivered to the telegraph company with charges prepaid; if given bytelecopier, when received; or if given by personal delivery, when delivered. Notices shall beaddressed as follows:       If to Pledgor: Prime Offshore L.L.C.    9821 Katy Freeway, Suite 1050    Houston, Texas 77024    Attn: Jim R. Brock       If to Secured Party: Guaranty Bank, FSB, as Administrative Agent    333 Clay Street, Suite 4400    Houston, Texas 77002    Attention: David M. ButlerAddresses for notices, requests, demands, directions and other communications provided forhereunder, and/or the persons so designated to receive copies thereof, may be redesignated by aparty by a written notice sent to all of the other parties hereunder.     SECTION 21. Secured Party and Lenders. Secured Party is the agent for each Lenderunder the Credit Agreement. The security interest and all rights granted to Secured Party under orin connection with this Agreement are for each Lender’s ratable benefit. Secured Party may,without the joinder of any Lender, exercise any rights or remedies in Secured Party’s or Lenders’favor under or in connection with this Agreement, including, without limitation, conducting anyforeclosure sales and executing full or partial releases of, amendments or modifications to, orconsents or waivers under this Agreement. Secured Party’s and each Lender’s rights and obligations*vis-à-vis* each other may be subject to one or more separate agreements between those parties.However, Pledgor need not inquire about any such agreement and is not subject to any terms of it.Therefore, neither Pledgor nor its successors or assigns is entitled to any benefits or provisionsof any such separate agreement or is entitled to rely upon or raise as a defense any party’sfailure or refusal to comply with the provisions of it.     SECTION 22. Counterparts. This Agreement may be executed in counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument.     SECTION23. Governing Law, Terms. This Agreement is to be governed by and construedin accordance with the laws of the State of Texas.     SECTION 24. Reinstatement of Rights. Secured Party’s rights hereunder shall bereinstated and revived, and the enforceability of this Agreement shall continue, with respect toany amount at any time paid on account of the Secured Obligations which thereafter shall berequired to be restored or returned by Secured Party upon the bankruptcy, insolvency orreorganization of Pledgor, or any other person, all as though such amount had not been paid.
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Pledge Agreement as ofthe date first above written.         **SECURED PARTY:**           **GUARANTY BANK, FSB**    as Agent           By: /s/ Kelly L. Elmore, III             Kelly L. Elmore, III      Senior Vice President           **PLEDGOR:**           **PRIME OFFSHORE L.L.C.**           By: /s/ Jim R. Brock             Jim R. Brock      President and Chief Financial Officer  
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**EXHIBIT “A”****ASSIGNMENT OF PARTNERSHIP INTEREST**     For good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, Prime Offshore L.L.C., a Delaware limited liabilitycompany (“Assignor”) herebysells, assigns, transfers and conveys to __________ (“Assignee”), all of its right, title