Exhibit 10.2


 


THIRD AMENDMENT TO PLEDGE AGREEMENT


 


This THIRD AMENDMENT TO PLEDGE AGREEMENT,  dated as of January 12, 2009 (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 a Third Amended and Restated Promissory Note (the “Note”),  dated January 12, 2009, that amends,
restates, renews and extends the Amended and Restated Promissory Note (the
“Amended Note”) dated December 3, 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 and the Second Amended 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 and the Second Amended 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/ David A. Weisbrod

  
	
   

  	
  Name:

  	
  David A. Weisbrod

  
	
   

  	
  Title:

  	
  Managing Director