exh10-5_collateral.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT
      10.5

     

    COLLATERAL
      PLEDGE AND SECURITY AGREEMENT

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    


    


    COLLATERAL
      PLEDGE

     

    AND
      SECURITY AGREEMENT

     

    


    Dated
      as
      of November __, 2007

     

    


    between

     

    


    PETROHUNTER
      ENERGY CORPORATION

     

    as
      Pledgor

     

    and

     

    


    BRUCE
      E.
      LAZIER

     

    as
      Collateral Agent

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Collateral Pledge and Security Agreement (as supplemented from time to time,
      this “Pledge Agreement”) is made and entered into as of
      November __, 2007 between PETROHUNTER ENERGY CORPORATION, a Maryland corporation
      (the “Pledgor”), having its principal offices at Suite 1400,
      1875 Lawrence Street, Denver, CO 80202, and BRUCE E. LAZIER as collateral agent
      for the holders (the “Holders”) of the Debentures (as defined
      herein) issued by the Pledgor (the “Collateral
      Agent”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Pledgor and Renaissance Capital Group, Inc. (the “Initial
      Purchaser”) are parties to a Securities Purchase Agreement dated
      November __, 2007 (the “Purchase Agreement”), pursuant to which
      the Pledgor will issue and sell to the Initial Purchasers and other purchasers
      $15 million aggregate principal amount of Series A 8.50% Convertible Debentures
      Debentures due November __, 2012 (the “Debentures”);
      and

     

    WHEREAS,
      pursuant to the Purchase Agreement, the Pledgor is required to pledge to the
      Collateral Agent for the benefit of the Holders, at the Closing Date (as defined
      in the Purchase Agreement) all of its shares of stock of Sweetpea Petroleum
      Pty
      Ltd, a company registered under the Corporations Act 2001 (Australia)
      (the “Sweetpea Shares”) to secure the repayment in full of the
      Debentures (such obligation, together with the obligation to repay the
      principal, premium, if any, interest (including Liquidated Damages, if any),
      fees, expenses or otherwise on the Debentures and under this Agreement and
      any
      other transaction document related thereto in the event that the Debentures
      become due and payable prior to such time as the Debentures shall have been
      paid
      in full, being collectively referred to herein as the
“Obligations”); and

     

    WHEREAS,
      it is a condition precedent to the purchase of the Debentures by the Initial
      Purchasers pursuant to the Purchase Agreement that the Pledgor deposit such
      Pledged Securities with the Collateral Agent to be held subject to the terms
      of
      this Pledge Agreement and shall have granted the assignment and security
      interest and made the pledge and assignment contemplated by this Pledge
      Agreement; and

     

    WHEREAS,
      the Pledgor has also agreed to pledge the Sweetpea Shares to the Collateral
      Agent for the benefit of Global Project Finance AG (“Global”),
      at the Closing Date, to secure the repayment of up to $6.5 million (the
“Secured Amount”) advanced by Global under Credit and Security
      Agreements dated January 9, 2007 and May 21, 2007;

     

    NOW,
      THEREFORE, in consideration of the premises herein contained, and in order
      to
      induce the Initial Purchasers to purchase the Debentures, the Pledgor and the
      Collateral Agent hereby agree, for the benefit of the Initial Purchasers and
      for
      the ratable benefit of the Holders, as follows:

     

    SECTION
      1.  Definitions; Appointment; Deposit and
      Investment.

     

    1.1    Definitions.

     

    (a)  Unless
      otherwise defined in this Pledge Agreement, terms defined in Article 8 or 9
      of
      the Uniform Commercial Code in effect in the State of Colorado
      (“Colorado Uniform 

     

    
      
        
        

      

      
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      Commercial
        Code”) from time to time are used in this Pledge Agreement as such
        terms are defined in such Article 8 or 9.

    

     

    (b)  In
      this
      Pledge Agreement, the following terms have the following meanings (such meanings
      to be equally applicable to both the singular and plural forms of the terms
      defined):

     

    “Closing
      Date” has the meaning specified in the Purchase Agreement.

     

    “Collateral”
      has the meaning specified in Section 1.3 hereof.

     

    “Collateral
      Agent” has the meaning specified in the recitals of the parties
      hereto.

     

    “Colorado
      Uniform Commercial Code” has the meaning specified in Section
      1.1(b).

     

    “Debentures”
      has the meaning specified in the recitals of the parties hereof.

     

    “Holders”
      has the meaning specified in the recitals of the parties hereto.

     

    “Initial
      Purchasers” has the meaning specified in the recitals of the parties
      hereof.

     

    “Obligations”
      has the meaning specified in the recitals of the parties hereof.

     

    “Permitted
      Collateral Liens” means the Liens created hereunder in favor of the
      Collateral Agent.

     

    “Purchase
      Agreement” has the meaning specified in the recitals of the parties
      hereof.

     

    “Pledged
      Securities” has the meaning specified in Section 1.3
      hereof.

     

    “Pledgor”
      has the meaning specified in the recitals of the parties hereto.

     

    “Secured
      Amount” has the meaning specified in the recitals of the parties
      hereto.

     

    “Sweetpea
      Shares” has the meaning specifie din the recitals of the parties
      hereto.

     

    “Termination
      Date” means the date of the payment in full in cash of all obligations
      due and owing under this Pledge Agreement and the Debentures.

     

    1.2.    Appointment
      of the Collateral Agent.  The Pledgor hereby appoints the
      Collateral Agent as Collateral Agent in accordance with the terms and conditions
      set forth herein and the Collateral Agent hereby accepts such
      appointment.

     

    1.3.    Pledge
      and Grant of Security Interest.  As Security for the prompt and
      complete payment and performance when due (whether at the stated maturity,
      by
      acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and
      pledges to the Collateral Agent for the ratable benefit of the Holders and
      hereby grants to the Collateral Agent for the ratable benefit of the Holders,
      a
      lien on and security interest in all of the Pledgor’s right, title and interest
      in, to and under the following property: (a) 330,000 Ordinary Shares of stock
      of
      Sweetpea Petroleum Pty Ltd, a company registered under the Corporations Act
      2001 (Australia), ABN 42 074 750 

     

    
      
        
        

      

      
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      879
        (the
“Pledged Securities”) and the certificates representing the
        Pledged Securities (if any), (b) all interest, dividends, cash, instruments
        and
        other property, if any, from time to time received, receivable or otherwise
        distributed in  respect of or in exchange for any or all of the then
        existing Collateral and (c) all proceeds of any and all of the foregoing
        Collateral (including, without limitation, proceeds that constitute property
        of
        the types described in clauses (a) and (b) of this Section and, to the extent
        not otherwise included, all (i) payments under insurance (whether or not
        any of
        the Holders or the Collateral Agent is the loss payee thereof) or any indemnity,
        warranty or guaranty, payable by reason of loss or damage to or otherwise
        with
        respect to any of the foregoing Collateral and (ii) cash proceeds of any
        and all
        of the foregoing Collateral (such property described in clauses (a) through
        (c)
        of this Section 1.3 being collectively referred to herein as the
“Collateral”). Without limiting the generality of the
        foregoing, this Pledge Agreement secures the payment of all amounts that
        constitute part of the Obligations and would be owed by the Pledgor to the
        Holders under the Debentures, this Pledge Agreement and any other transaction
        documents related thereto but for the fact that they are unenforceable or
        not
        allowable due to the existence of a bankruptcy, reorganization or similar
        proceeding involving the Pledgor.

    

     

    SECTION
      2.  Establishment and Maintenance of Collateral.

     

    (a)               The
      Collateral Agent shall cause the Collateral to be separate from all other
      property maintained by the Collateral Agent.

     

    (b)               The
      Collateral Agent shall, in accordance with all applicable laws, have sole
      dominion and control over the Collateral.

     

    (c)               No
      amount shall be released to or for the account of, or withdrawn by or for the
      account of, the Pledgor or any other Person except as expressly provided in
      this
      Pledge Agreement.

     

    SECTION
      3.  Delivery and Control of Collateral.  All
      certificates or instruments representing or evidencing Collateral shall be
      delivered to and held by or on behalf of the Collateral Agent pursuant hereto
      and shall be in suitable form for transfer or delivery, or, at the request
      of
      the Collateral Agent, shall be accompanied by duly executed instruments of
      transfer or assignment in blank.  In addition, the Collateral Agent
      shall have the right at any time to exchange certificates or instruments
      representing or evidencing Collateral for certificates or instruments of smaller
      or larger denominations.

     

    SECTION
      4.  Disbursements.  The Collateral Agent shall hold the
      Collateral and release the same, or a portion thereof, only as
      follows:

     

    (a)           If
      (i) an Event of Default under the Debentures occurs and is continuing and (ii)
      the Holders of a majority in aggregate principal amount of the Debentures
      accelerate the Debentures by declaring the principal amount of the Debentures
      to
      be immediately due and payable in accordance with the provisions of the
      Debentures, then the Collateral Agent shall promptly, subject to applicable
      bankruptcy laws, release the cash portion of the Collateral and, if the cash
      portion shall be insufficient, the Pledged Securities of the Collateral, to
      the
      Holders of the Debentures and Global ratably in accordance with (1) the amount
      of any accrued and unpaid 

     

    
      
        
        

      

      
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      interest
        on the Debentures and the unpaid principal amount of the Debentures in the
        case
        of the Holders and (2) the Secured Amount in the case of
        Global.

    

     

    (b)           Upon
      the release of the Collateral in accordance with the terms of this Pledge
      Agreement, the security interest evidenced by this Pledge Agreement in such
      released Collateral will automatically terminate and be of no further force
      and
      effect.

     

    (c)           The
      Holders of a majority in aggregate principal amount of the Debentures at the
      time outstanding may direct the time, method and place of conducting any
      proceeding for any remedy available to the Collateral Agent or of exercising
      any
      trust or power conferred upon the Collateral Agent.  However, the
      Collateral Agent may refuse to follow any direction that conflicts with law
      or
      this Pledge Agreement or that the Collateral Agent determines in good faith
      is
      prejudicial to the rights of other Holders or would involve the Collateral
      Agent
      in personal liability unless the Collateral Agent is offered indemnity
      satisfactory to it against loss, liability or expense.

     

    SECTION
      5.  Representations and Warranties.  The
      Pledgor hereby represents and warrants, as of the date hereof,
      that:

     

    (a)           The
      execution and delivery by the Pledgor of, and the performance by the Pledgor
      of
      its obligations under, this Pledge Agreement will not contravene any provision
      of applicable law or the certificate of incorporation, bylaws or equivalent
      organizational instruments of the Pledgor or any material agreement or other
      material instrument binding upon the Pledgor or any of its subsidiaries or
      any
      judgment, order or decree of any governmental body, agency or court having
      jurisdiction over the Pledgor or any of its subsidiaries, or result in the
      creation or imposition of any Lien on any assets of the Pledgor, except for
      the
      lien and security interests granted under this Pledge Agreement; no consent,
      approval, authorization or order of, or qualification with, and no notice to
      or
      filing with, any governmental body or agency or other third party is required
      (i) for the performance by the Pledgor of its obligations under this Pledge
      Agreement, (ii) for the pledge by the Pledgor of the Collateral pursuant to
      this
      Pledge Agreement or for the execution, delivery or performance of this Agreement
      by the Pledgor or (iii) for the perfection or maintenance of the pledge,
      assignment and security interest created hereby, or (iv) except for any such
      consents, approvals, authorizations or orders required to be obtained by the
      Collateral Agent (or the Holders) for reasons other than the consummation of
      this transaction, for the exercise by the Collateral Agent of the rights
      provided for in this Pledge Agreement or the remedies in respect of the
      Collateral pursuant to this Pledge Agreement.

     

    (b)           The
      Pledgor is the legal and beneficial owner of the Collateral, free and clear
      of
      any Lien or claims of any Person (except for Permitted Collateral
      Liens).  No effective financing statement or other instrument similar
      in effect covering all or any part of the Collateral is on file in any public
      office other than the financing statements, if any, to be filed pursuant to
      this
      Pledge Agreement.

     

    (c)           This
      Pledge Agreement has been duly authorized, validly executed and delivered by
      the
      Pledgor and (assuming the due authorization and valid execution and delivery
      of
      this Pledge Agreement by the Collateral Agent and enforceability of the Pledge
      Agreement against the Collateral Agent in accordance with its terms) constitutes
      a valid and binding agreement of 

     

     

    
      
        
        

      

      
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      the
        Pledgor, enforceable against the Pledgor in accordance with its terms, except
        as
        (i) the enforceability hereof may be limited by bankruptcy, insolvency,
        fraudulent conveyance, preference, reorganization, moratorium or similar
        laws
        now or hereafter in effect relating to or affecting the rights or remedies
        of
        creditors generally, (ii) the availability of equitable remedies may be limited
        by equitable principles of general applicability and the discretion of the
        court
        before which any proceeding therefor may be brought, (iii) the exculpation
        provisions and rights to indemnification hereunder may be limited by U.S.
        federal and state securities laws and public policy considerations and (iv)
        the
        waiver of rights and defenses contained in Section 15.11 and Section 15.15
        hereof may be limited by applicable law.

    

     

    (d)           Upon
      the delivery to the Collateral Agent of the Collateral in accordance with the
      terms hereof, the pledge of and grant of a security interest in the Collateral
      securing the payment of the Obligations for the benefit of the Holders will
      constitute a valid, first priority, perfected security interest in such
      Collateral, enforceable as such against all creditors of the Pledgor and any
      persons purporting to purchase any of the Collateral from the
      Pledgor.

     

    (e)           There
      are no legal or governmental proceedings pending or, to the best of the
      Pledgor’s knowledge, threatened to which the Pledgor or any of its subsidiaries
      is a party or to which any of the properties of the Pledgor or any of its
      subsidiaries is subject that would materially adversely affect the power or
      ability of the Pledgor to perform its obligations under this Pledge Agreement
      or
      to consummate the transactions contemplated hereby.

     

    (f)           The
      pledge of the Collateral pursuant to this Pledge Agreement is not prohibited
      by
      law or governmental regulation applicable to the Pledgor.

     

    (g)           No
      Event of Default exists.

     

    (h)           The
      chief place of business and chief executive office of the Pledgor are located
      at
      the address first specified above for the Pledgor.

     

    SECTION
      6.  Further Assurances. The Pledgor will, promptly upon the
      reasonable request by the Collateral Agent (which request the Collateral Agent
      may submit at the direction of the Holders of a majority in aggregate principal
      amount of the notes then outstanding), execute and deliver or cause to be
      executed and delivered, or use its commercially reasonable efforts to procure,
      all assignments, instruments and other documents, deliver any instruments to
      the
      Collateral Agent and take any other actions that are necessary or desirable
      to
      perfect, continue the perfection of, or protect the first priority of the
      Holders’ security interest in and to the Collateral, to protect the Collateral
      against the rights, claims or interests of third persons (other than any such
      rights, claims or interests created by or arising through the Collateral Agent)
      or to effect the purposes of this Pledge Agreement.  The Pledgor will
      promptly pay all reasonable costs incurred in connection with any of the
      foregoing within 45 days of receipt of an invoice therefor.  The
      Pledgor also agrees, whether or not requested by the Collateral Agent, to use
      its commercially reasonable efforts to perfect or continue the perfection of,
      or
      to protect the first priority of, the Holders’ security interest in and to the
      Collateral, and to protect the Collateral against the rights, claims or
      interests of third persons (other than any such rights, claims or interests
      created by or arising through the Collateral Agent).

     

    
      
        
        

      

      
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    SECTION
      7.  Covenants.  The Pledgor covenants and agrees with
      the Collateral Agent and the Holders that from and after the date of this Pledge
      Agreement until the Termination Date:

     

    (a)           it
      will not (i) (and will not purport to) sell or otherwise dispose of, or grant
      any option or warrant with respect to, any of the Collateral nor (ii) create
      or
      permit to exist any Lien upon or with respect to any of the Collateral (except
      for Permitted Collateral Liens and any Lien created by or arising through the
      Collateral Agent) and at all times will be the sole beneficial owner of the
      Collateral;

     

    (b)           it
      will not (i) enter into any agreement or understanding that restricts or
      inhibits or purports to restrict or inhibit the Collateral Agent’s rights or
      remedies hereunder, including, without limitation, the Collateral Agent’s right
      to sell or otherwise dispose of the Collateral or (ii) fail to pay or discharge
      any tax, assessment or levy of any nature with respect to its beneficial
      interest in the Collateral not later than three Business Days prior to the
      date
      of any proposed sale under any judgment, writ or warrant of attachment with
      respect to the Collateral;

     

    (c)           it
      will keep its chief place of business and chief executive office at the location
      therefor specified in Section 5(h) or upon 30 days’ prior written notice to the
      Collateral Agent, at such other locations in a jurisdiction where all actions
      required by Section 6 have been taken with respect to the
      Collateral.

     

    SECTION
      8.  Power of Attorney; Agent May
      Perform.  (a)  Subject to the terms of this Pledge
      Agreement, the Pledgor hereby appoints and constitutes the Collateral Agent
      as
      the Pledgor’s attorney-in-fact (with full power of substitution) to exercise to
      the fullest extent permitted by law all of the following powers upon and at
      any
      time after the occurrence and during the continuance of an Event of
      Default:

     

    (i)           collection
      of proceeds of the Collateral;

     

    (ii)          conveyance
      of any item of Collateral to any purchaser thereof;

     

    (iii)         giving
      of any notices or recording of any Liens hereof; and

     

    (iv)          paying
      or discharging taxes or Liens levied or placed upon the Collateral, the legality
      or validity thereof and the amounts necessary to discharge the same to be
      determined by the Collateral Agent in its sole reasonable discretion, and such
      payments made by the Collateral Agent to become part of the Obligations secured
      hereby, due and payable immediately upon demand.  The Collateral
      Agent’s authority under this Section 8 shall, at any time after the occurrence
      and during the continuance of an Event of Default include, without limitation,
      the authority to endorse and negotiate any checks or instruments representing
      proceeds of Collateral in the name of the Pledgor, execute and give receipt
      for
      any certificate of ownership or any document constituting Collateral, transfer
      title to any item of Collateral, sign the Pledgor’s name on all financing
      statements (to the extent permitted by applicable law) or any other documents
      necessary or appropriate to preserve, protect or perfect the security interest
      in the Collateral and to file the same, prepare, file and sign the Pledgor’s
      name on any notice of Lien (to the extent permitted by applicable law), and
      to
      take any other actions arising from or necessarily incident to 

     

     

    
      
        
        

      

      
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      the
        powers granted to the Collateral Agent in this Pledge Agreement. This power
        of
        attorney is coupled with an interest and is irrevocable by the
        Pledgor.

    

     

    (b)           If
      the Pledgor fails to perform any agreement contained herein, the Collateral
      Agent may, but is not obligated to, after providing to the Pledgor notice of
      such failure and five Business Days to effect such performance, itself perform,
      or cause performance of, such agreement, and the expenses of the Collateral
      Agent incurred in connection therewith shall be payable by the Pledgor under
      Section 12.

     

    SECTION
      9.  No Assumption of Duties; Reasonable Care.  The
      rights and powers granted to the Collateral Agent hereunder are being granted
      in
      order to preserve and protect the security interest of the Collateral Agent
      for
      the benefit of the Holders in and to the Collateral granted hereby and shall
      not
      be interpreted to, and shall not impose any duties on, the Collateral Agent
      in
      connection therewith other than those expressly provided herein or imposed
      under
      applicable law.  Except as provided by applicable law, the Collateral
      Agent shall be deemed to have exercised reasonable care in the custody and
      preservation of the Collateral in its possession if the Collateral is accorded
      treatment substantially equal to that which the Collateral Agent accords similar
      property held by the Collateral Agent for similar accounts, it being understood
      that the Collateral Agent in its capacity as such

     

    (a)           may
      consult with counsel of its selection and the advice of such counsel or any
      Opinion of Counsel shall be full and complete authorization and protection
      in
      respect of any action taken, suffered or omitted by it hereunder in good faith
      and in reliance thereon and

     

    (b)           shall
      not have any responsibility for

     

    (i)  ascertaining
      or taking action with respect to calls, conversions, exchanges, maturities
      or
      other matters relative to any Collateral, whether or not the Collateral Agent
      has or is deemed to have knowledge of such matters, or

     

    (ii)  taking
      any necessary steps for the existence, enforceability or perfection of any
      security interest of the Collateral Agent or to preserve rights against any
      parties with respect to any Collateral.

     

    In
      no
      event shall the Collateral Agent be liable for the existence, validity,
      enforceability or perfection of any security interest of the Collateral Agent,
      or for special indirect or consequential damages or lost profits or loss of
      business, arising in connection with this Agreement.

     

    SECTION
      10.  Indemnity.  The Pledgor shall fully indemnify,
      hold harmless and defend the Collateral Agent and its directors and officers
      from and against any and all claims, losses, actions, obligations, liabilities
      and expenses, including reasonable defense costs, reasonable investigative
      fees
      and costs, and reasonable legal fees, expenses, and damages arising from the
      Collateral Agent’s appointment and performance as Collateral Agent under this
      Pledge Agreement, except to the extent that such claim, action, obligation,
      liability or expense is directly caused by the bad faith, gross negligence
      or
      willful misconduct of such indemnified person. The provisions of this Section
      10
      shall survive termination of this Pledge Agreement and the resignation and
      removal of the Collateral Agent.

     

    
      
        
        

      

      
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    SECTION
      11.  Remedies upon Event of Default. Subject to Section
      4(a) if any Event of Default under the Debentures shall have occurred and be
      continuing and the Debentures shall have been accelerated in accordance with
      the
      provisions thereof:

     

    (a)           The
      Collateral Agent and the Holders shall have, in addition to all other rights
      given by law or by this Pledge Agreement, all of the rights and remedies with
      respect to the Collateral of a secured party upon default under the Colorado
      Uniform Commercial Code (whether or not the Colorado Uniform Commercial Code
      applies to the affected Collateral) at that time.  In addition, with
      respect to any Collateral that shall then be in or shall thereafter come into
      the possession or custody of the Collateral Agent, the Collateral Agent may
      and,
      at the written direction of the Holders of a majority in aggregate principal
      amount of the Debentures then outstanding, shall appoint a broker or other
      expert to sell or cause the same to be sold at any broker’s board or at public
      or private sale, in one or more sales or lots, at such price or prices such
      broker or other expert may deem commercially reasonable, for cash or on credit
      or for future delivery, without assumption of any credit risk. The purchaser
      of
      any or all Collateral so sold shall thereafter hold the same absolutely, free
      from any claim, encumbrance or right of any kind whatsoever created by or
      through the Pledgor.  Unless any of the Collateral threatens, in the
      reasonable judgment of the Collateral Agent, to decline speedily in value,
      the
      Collateral Agent will give the Pledgor reasonable notice of the time and place
      of any public sale thereof, or of the time after which any private sale or
      other
      intended disposition is to be made.  Any sale of the Collateral
      conducted in conformity with reasonable commercial practices of banks, insurance
      companies, commercial finance companies, or other financial institutions
      disposing of property similar to the Collateral shall be deemed to be
      commercially reasonable.  Any requirements of reasonable notice shall
      be met if notice of the time and place of any public sale or the time after
      which any private sale is to be made is given to the Pledgor as provided in
      Section 15.1 hereof at least ten (10) days before the time of the sale or
      disposition.  The Collateral Agent or any Holder may, in its own name
      or in the name of a designee or nominee, buy any of the Collateral at any public
      sale and, if permitted by applicable law, at any private sale.  The
      Collateral Agent shall not be obligated to make any sale of Collateral
      regardless of notice of sale having been given.  The Collateral Agent
      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.  All expenses
      (including court costs and reasonable attorneys’ fees, expenses and
      disbursements) of, or incident to, the enforcement of any of the provisions
      hereof shall be recoverable from the proceeds of the sale or other disposition
      of the Collateral.

     

    (b)           The
      Pledgor further agrees to use its commercially reasonable efforts to do or
      cause
      to be done all such other acts as may be necessary to make such sale or sales
      of
      all or any portion of the Collateral pursuant to this Section 11 valid and
      binding and in compliance with any and all other applicable requirements of
      law.  The Pledgor further agrees that a breach of any of the covenants
      contained in this Section 11 will cause irreparable injury to the Holders,
      that
      the Holders have no adequate remedy at law in respect of such breach and, as
      a
      consequence, that each and every covenant contained in this Section 11 shall
      be
      specifically enforceable against the Pledgor, and the Pledgor hereby waives
      and
      agrees not to assert any defenses against an action for specific performance
      of
      such covenants except for a defense that no Event of Default has
      occurred.

     

    
      
        
        

      

      
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    (c)           All
      cash proceeds received by the Collateral Agent in respect of any sale of,
      collection from, or other realization upon all or any part of the Collateral
      may, in the discretion of the Collateral Agent, be held by the Collateral Agent
      as collateral for, and/or then or at any time thereafter applied (after payment
      of any amounts payable to the Collateral Agent pursuant to Section 12) by the
      Collateral Agent for the ratable benefit of the Holders first against any
      accrued and unpaid interest on the Debentures and thereafter against the
      remaining Obligations. Any surplus of such cash or cash proceeds held by the
      Collateral Agent and remaining after payment in full of all of the Obligations
      shall be paid over to the Pledgor.

     

    (d)           The
      Collateral Agent may, but is not obligated to, exercise any and all rights
      and
      remedies of the Pledgor in respect of the Collateral.

     

    (e)           Subject
      to and in accordance with the terms of this Pledge Agreement, all payments
      received by the Pledgor in respect of the Collateral shall be received in trust
      for the benefit of the Collateral Agent, shall be segregated from other funds
      of
      the Pledgor and shall be forthwith paid over to the Collateral Agent in the
      same
      form as so received (with any necessary endorsement).

     

    (f)           The
      Collateral Agent may, without notice to the Pledgor except as required by law
      and at any time or from time to time, charge, set-off and otherwise apply all
      or
      any part of the Obligations against the Collateral or any part
      thereof.

     

    SECTION
      12.  Fees and Expenses.  Pledgor agrees to pay to
      Collateral Agent the fees as may be agreed upon from time to time in
      writing.  The Pledgor will upon demand pay to the Collateral Agent the
      amount of any and all expenses, including, without limitation, the reasonable
      fees, expenses and disbursements of its counsel, and experts and agents retained
      by the Collateral Agent that the Collateral Agent may incur in connection
      with:

     

    (a)           the
      review, negotiation and administration of this Pledge Agreement,

     

    (b)           the
      custody or preservation of, or the sale of, collection from, or other
      realization upon, any of the Collateral,

     

    (c)           the
      exercise or enforcement of any of the rights of the Collateral Agent and the
      Holders hereunder or

     

    (d)           the
      failure by the Pledgor to perform or observe any of the provisions
      hereof.

     

    SECTION
      13.  Security Interest Absolute.  All rights of the
      Collateral Agent and the Holders and security interests hereunder, and all
      obligations of the Pledgor hereunder, shall be absolute and unconditional
      irrespective of:

     

    (a)           any
      change in the time, manner or place of payment 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 Debentures;

     

    (b)           any
      exchange, surrender, release or non-perfection of any Liens on any other
      collateral for all or any of the Obligations;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (c)           any
      change, restructuring or termination of the corporate structure or the existence
      of the Pledgor or any of its subsidiaries;

     

    (d)           to
      the extent permitted by applicable law, any other circumstance which might
      otherwise constitute a defense available to, or a discharge of, the Pledgor
      in
      respect of the Obligations or of this Pledge Agreement; or

     

    (e)           any
      manner of application of other collateral, or proceeds thereof, to all or any
      item of the Obligations, or any manner of sale or other disposition of any
      item
      of Collateral for all or any of the Obligations.

     

    SECTION
      14.  Collateral Agent’s Representations, Warranties and
      Covenants.  The Collateral Agent (in such capacity)
      hereby:

     

    (a)           represents
      and warrants that it is a commercial bank that in the ordinary course of its
      business maintains securities accounts for others and is acting in that capacity
      hereunder and with respect to the Collateral;

     

    (b)           hereby
      represents that, subject to applicable law, it has not granted, and covenants
      that it shall not grant, control (including without limitation, securities
      control) over or with respect to any Collateral from time to time to any other
      Person other than the Collateral Agent (in its capacity as such);

     

    (c)           covenants
      that it shall not, subject to applicable law, knowingly take any action
      inconsistent with, and represents and covenants that it is not and so long
      as
      this Pledge Agreement remains in effect will not knowingly become, party to
      any
      agreement the terms of which are inconsistent with, the provisions of this
      Pledge Agreement;

     

    (d)           agrees
      that any item of Collateral shall not be subject to any security interest,
      Lien
      or right of set-off, except as may be expressly permitted under the Debentures;
      and

     

    (e)           agrees
      to maintain the Collateral and maintain appropriate books and records in respect
      thereof in accordance with its usual procedures and subject to the terms of
      this
      Pledge Agreement.

     

    SECTION
      15.  Miscellaneous Provisions.

     

    15.1  Notices.  Any
      notice, approval, direction, consent or other communication shall be
      sufficiently given if in writing and delivered in person or mailed by first
      class mail, commercial courier service or telecopier communication, addressed
      as
      follows:

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    if
      to the
      Pledgor:

     

    PetroHunter
      Energy Corporation

    Suite
      1400, 1875 Lawrence Street

    Denver,
      CO 80202

    Attention:
      Chief Financial Officer

    Telecopier
      No.:  (303) 572-8927

    


    if
      to the
      Collateral Agent:

    


    Bruce
      E.
      Lazier

    6440
      N.
      Central Expressway, Suite 412

    Dallas,
      TX 75206

    Telecopier
      No.:  (214) 368-9094

    


    or,
      as to
      any such party, at such other address as shall be designated by such party
      in a
      written notice to each other party complying as to delivery with the terms
      of
      this Section.  All such notices and other communications shall be
      deemed to have been duly given: at the time delivered by hand, if personally
      delivered; three Business Days after being deposited in the mail, first class
      postage prepaid, if mailed; when receipt is confirmed, if telecopied; and on
      the
      next Business Day if timely delivered to an air courier guaranteeing overnight
      delivery.

    


    15.2.  No
      Adverse Interpretation of Other Agreements.  This Pledge
      Agreement may not be used to interpret another pledge, security or debt
      agreement of the Pledgor or any subsidiary thereof.  No such pledge,
      security or debt agreement (other than the Debentures) may be used to interpret
      this Pledge Agreement.

     

    15.3. Severability.  The
      provisions of this Pledge Agreement are severable, and if any clause or
      provision shall be held invalid, illegal or unenforceable in whole or in part
      in
      any jurisdiction, then such invalidity or unenforceability shall affect in
      that
      jurisdiction only such clause or provision, or part thereof, and shall not
      in
      any manner affect such clause or provision in any other jurisdiction or any
      other clause or provision of this Pledge Agreement in any
      jurisdiction.

     

    15.4. Headings.  The
      headings in this Pledge Agreement have been inserted for convenience of
      reference only, are not to be considered a part hereof and shall in no way
      modify or restrict any of the terms or provisions hereof.

     

    15.5.  Counterpart
      Originals.  This Pledge Agreement may be signed in two or
      more counterparts, each of which shall be deemed an original, but all of which
      shall together constitute one and the same agreement.

     

    15.6. Benefits
      of Pledge Agreement.  Nothing in this Pledge Agreement,
      express or implied, shall give to any Person, other than the parties hereto
      and
      their successors hereunder, and the Holders, any benefit or any legal or
      equitable right, remedy or claim under this Pledge Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    15.7.  Amendments,
      Waivers and Consents.  Any amendment or waiver of any
      provision of this Pledge Agreement and any consent to any departure by the
      Pledgor or Collateral Agent from any provision of this Pledge Agreement shall
      be
      effective only if made or duly given in compliance with all of the terms and
      provisions of the Debentures, and none of Collateral Agent, the Pledgor, or
      any
      Holder shall be deemed, by any act, delay, indulgence, omission or otherwise,
      to
      have waived any right or remedy hereunder or to have acquiesced in any default
      or Event of Default or in any breach of any of the terms and conditions hereof.
      Failure of the Collateral Agent, the Pledgor, or any Holder to exercise, or
      delay in exercising, any right, power or privilege hereunder shall not preclude
      any other or further exercise thereof or the exercise of any other right, power
      or privilege.  A waiver by the Collateral Agent, the Pledgor, or any
      Holder of any right or remedy hereunder on any one occasion shall not be
      construed as a bar to any right or remedy that the Collateral Agent, the
      Pledgor, or such Holder would otherwise have on any future
      occasion.  The rights and remedies herein provided are cumulative, may
      be exercised singly or concurrently and are not exclusive of any rights or
      remedies provided by law.

     

    15.8. Continuing
      Security Interest; Termination.

     

    (a)  This
      Pledge Agreement shall create a continuing security interest in and to the
      Collateral and shall, unless otherwise provided in the Debentures or in this
      Pledge Agreement, remain in full force and effect until the Termination
      Date.  This Pledge Agreement shall be binding upon the parties hereto
      and their respective transferees, successors and assigns, and shall inure,
      together with the rights and remedies of the Collateral Agent hereunder, to
      the
      benefit of the Collateral Agent, the Pledgor, the Holders and their respective
      successors, transferees and assigns.

     

    (b)  Upon
      the
      Termination Date, the pledge, assignment and security interest granted hereby
      shall terminate and all rights to the Collateral shall revert to the
      Pledgor.  At such time, the Collateral Agent shall promptly reassign
      and redeliver to the Pledgor all of the Collateral hereunder that has not been
      sold, disposed of, retained or applied by the Collateral Agent in accordance
      with the terms of this Pledge Agreement and the Debentures and execute and
      deliver to the Pledgor such documents as the Pledgor shall reasonably request
      to
      evidence such termination including, without limitation, termination statements
      in respect of each jurisdiction in which a financing statement in respect of
      the
      security interest created hereby has been filed. Such reassignment and
      redelivery shall be without warranty by or recourse to the Collateral Agent
      in
      its capacity as such, except as to the absence of any Liens on the Collateral
      created by or arising through the Collateral Agent, and shall be at the
      reasonable expense of the Pledgor.

     

    15.9. Survival
      Provisions.  All representations, warranties and
      covenants contained herein shall survive the execution and delivery of this
      Pledge Agreement, and shall terminate only upon the termination of this Pledge
      Agreement.  The obligations of the Pledgor under Sections 10 and 12
      hereof and the obligations of the Collateral Agent under Section 15.9(b) hereof
      shall survive the termination of this Pledge Agreement.

     

    15.10.  Waivers.
       The Pledgor waives presentment and demand for payment of any
      of the Obligations, protest and notice of dishonor or default with respect
      to
      any of the Obligations, and all other notices to which the Pledgor might
      otherwise be entitled, except as otherwise expressly provided herein or in
      the
      Debentures.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    15.11.  Authority
      of the Collateral Agent.

     

    (a)           The
      Collateral Agent shall have and be entitled to exercise all powers hereunder
      that are specifically granted to the Collateral Agent by the terms hereof,
      together with such powers as are reasonably incident thereto.  The
      Collateral Agent may perform any of its duties hereunder or in connection with
      the Collateral by or through agents or attorneys, shall not be responsible
      for
      any misconduct or negligence on the part of any agent or attorney appointed
      with
      due care by it hereunder and shall be entitled to retain counsel and to act
      in
      reliance upon the advice of counsel concerning all such
      matters.  Except as otherwise expressly provided in this Pledge
      Agreement or the Debentures, neither the Collateral Agent nor any director,
      officer, employee, attorney or agent of the Collateral Agent shall be liable
      to
      the Pledgor for any action taken or omitted to be taken by the Collateral Agent,
      in its capacity as Collateral Agent, hereunder, except for its own bad faith,
      gross negligence or willful misconduct, and the Collateral Agent shall not
      be
      responsible for the validity, effectiveness or sufficiency hereof or of any
      document or Security furnished pursuant hereto. The Collateral Agent and its
      directors, officers, employees, attorneys and agents shall be entitled to rely
      conclusively on any communication, instrument or document reasonably believed
      by
      it or them to be genuine and correct and to have been signed or sent by the
      proper Person or Persons.  The Collateral Agent shall have no duty to
      cause any financing statement or continuation statement to be filed in respect
      of the Collateral.

     

    (b)           The
      Pledgor acknowledges that the rights and responsibilities of the Collateral
      Agent under this Pledge Agreement with respect to any action taken by the
      Collateral Agent or the exercise or non-exercise by the Collateral Agent of
      any
      option, right, request, judgment or other right or remedy provided for herein
      or
      resulting or arising out of this Pledge Agreement shall, as between the
      Collateral Agent and the Holders, be governed by the Debentures and by such
      other agreements with respect thereto as may exist from time to time among
      them,
      but, as between the Collateral Agent and the Pledgor, the Collateral Agent
      shall
      be conclusively presumed to be acting as agent for the Holders with full and
      valid authority so to act or refrain from acting, and the Pledgor shall not
      be
      obligated or entitled to make any inquiry respecting such
      authority.

     

    15.12.  Final
      Expression.  This Pledge Agreement, together with the
      Debentures and any other agreement executed in connection herewith, is intended
      by the parties as a final expression of this Pledge Agreement and is intended
      as
      a complete and exclusive statement of the terms and conditions
      thereof.

     

    15.13.  Rights
      of Holders.  No Holder shall have any independent rights
      hereunder other than those rights granted to individual Holders pursuant to
      the
      Debentures.

     

    15.14.
      GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER
      OF
      DAMAGES.  (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, EXCEPT TO THE
      EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER,
      OR
      REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY
      THE
      LAWS OF A JURISDICTION OTHER THAN THE STATE OF COLORADO, AND, EXCEPT TO THE
      

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

      EXTENT
        THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
        HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS
        OF A
        JURISDICTION OTHER THAN THE STATE OF COLORADO, ANY DISPUTE ARISING
        OUT  OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
        ESTABLISHED BETWEEN THE PLEDGOR, THE COLLATERAL AGENT AND THE HOLDERS IN
        CONNECTION WITH THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT,
        EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE
        STATE
        OF COLORADO.

    

     

    (b)           THE
      PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF PROCESS IN ANY SUIT, ACTION OR
      PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT AND FOR ACTIONS BROUGHT UNDER
      THE U.S. FEDERAL OR STATE SECURITIES LAWS BROUGHT IN ANY FEDERAL COURT OR THE
      DISTRICT COURT OF COLORADO, LOCATED IN THE CITY OF DENVER (EACH A
“COLORADO COURT”), AND CONSENTS THAT ALL SERVICE OF PROCESS IN
      ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE MADE BY REGISTERED MAIL, RETURN
      RECEIPT REQUESTED, DIRECTED TO THE PLEDGOR AT THE ADDRESS INDICATED IN SECTION
      15.1. EACH OF THE PARTIES HERETO SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
      OF
      ANY COLORADO COURT AND TO THE COURTS OF ITS CORPORATE DOMICILE WITH RESPECT
      TO
      ANY ACTIONS BROUGHT AGAINST IT AS DEFENDANT IN ANY SUIT, ACTION OR PROCEEDING
      ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
      ESTABLISHED AMONG THE PLEDGOR, THE COLLATERAL AGENT AND THE HOLDERS IN
      CONNECTION WITH THIS PLEDGE AGREEMENT, AND EACH OF THE PARTIES HERETO WAIVES
      ANY
      OBJECTION THAT IT MAY HAVE TO THE LAYING OF VENUE, INCLUDING ANY PLEADING OF
      FORUM NON CONVENIENS, WITH RESPECT TO ANY SUCH ACTION AND WAIVES ANY RIGHT
      TO
      WHICH IT MAY BE ENTITLED ON ACCOUNT OF PLACE OF RESIDENCE OR
      DOMICILE.

     

    (c)           THE
      PLEDGOR AGREES THAT THE COLLATERAL AGENT SHALL, IN ITS CAPACITY AS SUCH OR
      IN
      THE NAME AND ON BEHALF OF ANY HOLDER, HAVE THE RIGHT, TO THE EXTENT PERMITTED
      BY
      APPLICABLE LAW, TO PROCEED AGAINST THE PLEDGOR OR THE COLLATERAL IN A COURT
      IN
      ANY LOCATION REASONABLY SELECTED IN GOOD FAITH (AND HAVING PERSONAL OR IN REM
      JURISDICTION OVER THE PLEDGOR OR THE COLLATERAL, AS THE CASE MAY BE) TO ENABLE
      THE COLLATERAL AGENT TO REALIZE ON SUCH COLLATERAL, OR TO ENFORCE A JUDGMENT
      OR
      OTHER COURT ORDER ENTERED IN FAVOR OF THE COLLATERAL AGENT. THE PLEDGOR AGREES
      THAT IT WILL NOT ASSERT ANY COUNTERCLAIMS, SETOFFS OR CROSSCLAIMS IN ANY
      PROCEEDING BROUGHT BY THE COLLATERAL AGENT TO REALIZE ON SUCH PROPERTY OR TO
      ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT, EXCEPT
      FOR SUCH COUNTERCLAIMS, SETOFFS OR CROSSCLAIMS WHICH, IF NOT ASSERTED IN ANY
      SUCH PROCEEDING, COULD NOT OTHERWISE BE BROUGHT OR ASSERTED.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (d)           THE
      PLEDGOR AGREES THAT NEITHER ANY HOLDER NOR (EXCEPT AS OTHERWISE PROVIDED IN
      THIS
      PLEDGE AGREEMENT OR THE DEBENTURES) THE COLLATERAL AGENT IN ITS CAPACITY AS
      COLLATERAL AGENT SHALL HAVE ANY LIABILITY TO THE PLEDGOR (WHETHER ARISING IN
      TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE PLEDGOR IN CONNECTION
      WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE TRANSACTIONS CONTEMPLATED
      AND THE RELATIONSHIP ESTABLISHED BY THIS PLEDGE AGREEMENT, OR ANY ACT, OMISSION
      OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL
      AND NONAPPEALABLE JUDGMENT OF A COURT THAT IS BINDING ON THE COLLATERAL AGENT
      OR
      SUCH HOLDER, AS THE CASE MAY BE, THAT SUCH LOSSES WERE THE RESULT OF ACTS OR
      OMISSIONS ON THE PART OF THE COLLATERAL AGENT OR SUCH HOLDERS, AS THE CASE
      MAY
      BE, CONSTITUTING BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     

    (e)           TO
      THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR WAIVES THE POSTING OF ANY
      BOND OTHERWISE REQUIRED OF THE COLLATERAL AGENT OR ANY HOLDER IN CONNECTION
      WITH
      ANY JUDICIAL PROCESS OR PROCEEDING TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER
      PERTAINING TO THIS PLEDGE AGREEMENT OR ANY RELATED AGREEMENT OR DOCUMENT ENTERED
      IN FAVOR OF THE COLLATERAL AGENT OR ANY HOLDER, OR TO ENFORCE BY SPECIFIC
      PERFORMANCE, TEMPORARY RESTRAINING ORDER OR PRELIMINARY OR PERMANENT INJUNCTION,
      THIS PLEDGE AGREEMENT OR ANY RELATED AGREEMENT OR DOCUMENT BETWEEN THE PLEDGOR,
      ON THE ONE HAND, AND THE COLLATERAL AGENT AND/OR THE HOLDERS, ON THE OTHER
      HAND.

     

    15.15.  Effectiveness.  This
      Pledge Agreement shall become effective upon the issuance of the
      Debentures.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Pledgor and the Collateral Agent have each caused this
      Pledge Agreement to be duly executed and delivered as of the date first above
      written.

     

    Pledgor:

     

    PETROHUNTER
      ENERGY CORPORATION

    


    


    


    By: _____________________________________

    Name:

    Title:

    


    


    Collateral
      Agent:

    


    BRUCE
      E. LAZIER

    


                                                    _____________________________________


    
 

     

     

    17