Exhibit 10.4


 


FIRST
AMENDMENT TO PLEDGE AGREEMENT


 


This
FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of November [  ], 2007 (this “Amendment”), is by and
between JPMORGAN CHASE BANK, N.A., solely in its capacity as trustee for MESA
OFFSHORE TRUST, a trust formed under the laws of the State of Texas, having an
address at 919 Congress Avenue, Austin, Texas 78701 (“Pledgor”) and
JPMORGAN CHASE BANK, N.A., having an address at 1111 Polaris Parkway, Columbus,
Ohio 43240 (“Secured Party”).


 


RECITALS


 


A.            Pledgor
and Secured Party (collectively, the “Parties”) entered into the Pledge
Agreement, dated as of September 28, 2007 (the “Original Pledge
Agreement”; capitalized terms used but not defined in this Amendment have
the meanings ascribed to them in the Original Pledge Agreement, as amended
hereby).


 


B.            The
Parties entered into an Amended and Restated Promissory Note (the “Note”),
dated November [  ], 2007, that amends, restates, renews and extends the
Demand Promissory Note (the “Original Note”), dated September 28,
2007, executed by Pledgor to the order of Secured Party.


 


C.            The
Parties wish to provide for the amendment of certain provisions of the Original
Pledge Agreement, all on the terms and conditions set forth in this Amendment.


 


NOW, THEREFORE, in consideration
of the premises set forth above, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereto
hereby agree as follows:


 


1.1          AMENDMENT


 


1.1.1        Certain
Provisions.  The Parties hereby agree
to amend the Original Pledge Agreement as follows:


 


(a)           As used in the
Original Pledge Agreement, as amended hereby, the term “Note” shall have the
meaning given to such term in Recital B of this Amendment.


 


(b)           The definition of “Collateral”
in Section 1.1 (b) of the Original Pledge Agreement is hereby deleted
in its entirety and replaced with the following:


 


“All
assets that constitute the Trust Estate (as defined in the Indenture),
including, but not limited to the following:


 


(a)           all of the issued
and outstanding general partnership interests now or hereafter owned by Pledgor
in the Partnership, together with any cash or property received in exchange or
in substitution for such interests (the aforesaid general partnership interests
and any income, proceeds, cash or other property received in


 

















 


exchange or in substitution therefor is hereinafter referred to as the “Pledged
Interests”); all distributions which may be made on, or distributed in
consequence of the ownership of, the Pledged Interests; and all investment
property, financial assets, securities, securities entitlements, instruments or
distributions of any kind issuable, issued or received upon conversion of, in
respect of, or in exchange for the Pledged Interests;


 


(b)           all investment
property, financial assets, securities, securities entitlements, equity
interests, subscriptions, warrants, options or other rights issued by the Partnership,
if any, which are now or hereafter owned by Pledgor (the“Additional
Collateral”);


 


(c)           all deposit accounts,
together with all of Pledgor’s right, title, and interest in and to all sums of
property (including cash equivalents and other investments) now or at any time
hereafter on deposit therein, credited thereto or payable thereon, and all
instruments, documents, and other writing evidencing such deposit accounts;


 


(d)           any consideration
received or due to Pledgor, including any settlement, resolution or judgment
obtained by or for the benefit of Pledgor, arising from or related to any
claims or choses in action owned by Pledgor, including claims that arise from
or relate to the Partnership, the assets of the Partnership, or the Pledged
Interests; and


 


(e)           all proceeds of any
and all of the foregoing.


 


In the event subscriptions,
warrants, options, or other rights are issued or provided to Pledgor in
connection with any of the Collateral, such subscriptions, warrants, options,
and rights shall be deemed to be part of the Collateral.”


 


(c)           The reference in Section 3.3(b) of
the Original Pledge Agreement to “Other Collateral” is hereby deleted in its
entirety  and replaced with the term “Additional
Collateral”, as such term is defined in Section 1.1.1(b)(b) of this
Amendment


 


(d)           Section 6.1 of the Original Pledge
Agreement is hereby deleted in its entirety and replaced with the following:


 


“In
addition to any other rights accorded to Secured Party hereunder, upon the
occurrence and during the continuance of any Event of Default or the maturity
of the Note has occurred by acceleration or otherwise:”


 


1.2          MISCELLANEOUS


 


1.2.1        Headings
Descriptive.  The headings of the
several sections and subsections of this Amendment are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Amendment.


 


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1.2.2        Counterparts.  This Amendment may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.


 


1.2.3        Effect of Amendment.  The Original Pledge Agreement, as modified by
this Amendment, is hereby ratified and confirmed by Pledgor and Secured Party
in all respects and constitutes the legal, valid and binding obligation of the
Parties, enforceable against the Parties in accordance with its terms.


 


1.2.4        Governing
Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.


 


[Signature pages follow]


 


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IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered by their respective authorized
officers as of the date first written above.


 


	
   

  	
   

  	
  PLEDGOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MESA
  OFFSHORE TRUST, a Texas trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  The Bank of New York Trust Company, N.A.

  as attorney-in-fact for JPMORGAN BANK, N.A.,

  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Mike Ulrich

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mike
  Ulrich

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
								



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SECURED
  PARTY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Karen May Sharf

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Karen
  May Sharf

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President