Exhibit 10.12


 


SUBORDINATED
PLEDGE AGREEMENT


 


THIS SUBORDINATED PLEDGE AGREEMENT dated as of December 17, 2008
(this “Pledge Agreement”) is by and among CANO PETROLEUM, INC., a
Delaware corporation (“Borrower”), each subsidiary of the Borrower
signatory hereto (together with the Borrower, the “Pledgors” and
individually, each a “Pledgor”) and UnionBanCal Equities, Inc. as
Administrative Agent (in such capacity the “Administrative Agent”) under
the Credit Agreement (as hereinafter defined), for its benefit and the benefit
of the Lenders (as hereinafter defined).


 


RECITALS


 


A.                                   The
Borrower, the lenders party thereto from time to time (the “Lenders”;
together with the Administrative Agent, the “‘Secured Parties”), and the
Administrative Agent have entered into that certain Subordinated Credit
Agreement dated of even date herewith (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).


 


B.                                     It
is a condition precedent to the extension of credit to the Borrower under the
Credit Agreement that the Pledgors and the Administrative Agent, on behalf of
the Lenders, execute and deliver this Pledge Agreement.


 


C.                                     Each
Pledgor (other than the Borrower) is a subsidiary of the Borrower, and
therefore shall derive direct and indirect benefits from the transactions
contemplated by the Credit Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confessed, each Pledgor hereby
agrees with the Administrative Agent for the benefit of the Secured Parties as
follows:


 


Section 1.  Definitions.  All capitalized terms not otherwise defined
in this Pledge Agreement that are defined in the Credit Agreement shall have
the meanings assigned to such terms by the Credit Agreement.  Any terms used in this Pledge Agreement that
are defined in the Uniform Commercial Code in effect in the State of Texas from
time to time (the “UCC”) and not otherwise defined herein or in the Credit
Agreement, shall have the meanings assigned to those terms by the UCC.  All meanings to defined terms, unless
otherwise indicated, are to be equally applicable to both the singular and
plural forms of the terms defined. 
Article, Section, Schedule, and Exhibit references are to Articles
and Sections of and Schedules and Exhibits to this Pledge Agreement, unless
otherwise specified.  All references to
instruments, documents, contracts, and agreements are references to such instruments,
documents, contracts, and agreements as the same may be amended, supplemented,
and otherwise modified from time to time, unless otherwise specified.  The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Pledge Agreement shall refer to
this Pledge Agreement as a whole and not to any particular provision of this
Pledge Agreement.  As used herein, the
term “including” means “including, without limitation,”. Paragraph headings
have been inserted in this Pledge Agreement as a matter of convenience for
reference only and it is agreed that such paragraph headings are 


 


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not a part of this Pledge
Agreement and shall not be used in the interpretation of any provision of this
Pledge Agreement.


 


Section 2.  Pledge.


 


2.01.                        Grant
of Pledge.


 


(a)                                  Each
Pledgor hereby pledges to the Administrative Agent, and grants to the
Administrative Agent, for the benefit of the Secured Parties, a continuing
security interest in, the Pledged Collateral, as defined in Section 2.02
below.  This Pledge Agreement shall
secure (i) all Obligations (as defined in the Credit Agreement) now or
hereafter existing (ii) all other amounts now or hereafter owed by the
Borrower, any Pledgor, or any of their respective Subsidiaries under this
Pledge Agreement or the other Loan Documents to the Administrative Agent or any
other Lender, and (iii) any increases, extensions, modifications,
substitutions, amendments, restatements and renewals of any of the foregoing
obligations, whether for principal, interest, fees, expenses, indemnification
or otherwise.   All such obligations shall be referred to in
this Pledge Agreement as the “Secured Obligations”.


 


(b)                                 Notwithstanding
anything contained herein to the contrary, it is the intention of each Pledgor,
the Administrative Agent and the Lenders that the amount of the Secured
Obligation secured by each Pledgor’s interests in any of its property or assets
(whether real or personal, or mixed, tangible or intangible) (“Property”)
shall be in, but not in excess of, the maximum amount permitted by fraudulent
conveyance, fraudulent transfer and other similar law, rule or regulation
of any Governmental Authority applicable to such Pledgor.  Accordingly, notwithstanding anything to the
contrary contained in this Pledge Agreement or in any other agreement or
instrument executed in connection with the payment of any of the Secured
Obligations, the amount of the Secured Obligations secured by each Pledgor’s
interests in any of its Property pursuant to this Pledge Agreement shall be
limited to an aggregate amount equal to the largest amount that would not
render such Pledgor’s obligations hereunder or the liens and security interest
granted to the Administrative Agent hereunder subject to avoidance under Section 548
of the United States Bankruptcy Code or any comparable provision of any other
applicable law.


 


2.02.                        Pledged
Collateral.  “Pledged Collateral”
shall mean all of each Pledgor’s right, title, and interest in the following,
whether now owned or hereafter acquired:


 


(a)                                  (i) all
of the membership interests listed in the attached Schedule 2.02(a) issued
to such Pledgor and all such additional membership interests of any issuer of
such interests hereafter acquired by such Pledgor (the “Membership Interests”),
(ii) the certificates representing the Membership Interests, if any, and (iii) all
rights to money or Property which such Pledgor now has or hereafter acquires in
respect of the Membership Interests, 
including, without limitation, (A) any proceeds from a sale by or
on behalf of such Pledgor of any of the Membership Interests, and (B) any
distributions, dividends, cash, instruments and other property from
time-to-time received or otherwise distributed in respect of the Membership
Interests, whether regular, special or made in connection 


 


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with the partial or total liquidation of the issuer and whether
attributable to profits, the return of any contribution or investment or
otherwise attributable to the Membership Interests or the ownership thereof
(collectively, the “Membership Interests Distributions”);


 


(b)                                 (i) all
of the general and limited partnership interests listed in the attached
Schedule 2.02(b) issued to such Pledgor and all such additional limited or
general partnership interests of any issuer of such interests hereafter
acquired by such Pledgor (the “Partnership Interests”), and (ii) all
rights to money or Property which such Pledgor now has or hereafter acquires in
respect of the Partnership Interests, 
including, without limitation, (A) any proceeds from a sale by or
on behalf of such Pledgor of any of the Partnership Interests, and (B) any
distributions, dividends, cash, instruments and other property from
time-to-time received or otherwise distributed in respect of the Partnership
Interests, whether regular, special or made in connection with the partial or
total liquidation of the issuer and whether attributable to profits, the return
of any contribution or investment or otherwise attributable to the Partnership
Interests or the ownership thereof (collectively, the “Partnership Interests
Distributions”);


 


(c)                                  (i) all
of the shares of stock listed in the attached Schedule 2.02(c) issued to
such Pledgor and all such additional shares of stock of any issuer of such
shares of stock hereafter issued to such Pledgor (the “Pledged Shares”),
(ii) the certificates representing the Pledged Shares, and (iii) all
rights to money or Property which such Pledgor now has or hereafter acquires in
respect of the Pledged Shares, including, without limitation, (A) any
proceeds from a sale by or on behalf of such Pledgor of any of the Pledged
Shares, and (B) any distributions, dividends, cash, instruments and other
property from time-to-time received or otherwise distributed in respect of the
Pledged Shares, whether regular, special or made in connection with the partial
or total liquidation of the issuer and whether attributable to profits, the
return of any contribution or investment or otherwise attributable to the
Pledged Shares or the ownership thereof (collectively, the “Pledged Shares
Distributions”; together with the Membership Interests Distributions and
the Partnership Interest Distributions, the “Distributions”); and


 


(d)                                 all
proceeds from the Pledged Collateral described in paragraphs (a), (b) and (c) of
this Section 2.02.


 


2.03.                        Delivery
of Pledged Collateral.  All
certificates or instruments, if any, representing the Pledged Collateral shall
be delivered to the Administrative Agent and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Administrative Agent. 
After the occurrence and during the continuance of an Event of Default,
the Administrative Agent shall have the right, upon prior written notice to the
applicable Pledgor, to transfer to or to register in the name of the
Administrative Agent or any of its nominees any of the Pledged Collateral,
subject to the rights specified in Section 2.04.  In addition, after the occurrence and during
the continuance of an Event of Default, the Administrative Agent shall have the
right at any time to exchange the certificates or instruments representing the
Pledged Collateral for certificates or instruments of smaller or larger
denominations.


 


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2.04.                        Rights
Retained by Pledgor.  Notwithstanding
the pledge in Section 2.01,


 


(a)                                  so
long as no Event of Default shall have occurred and remain uncured or unwaived
and except as otherwise provided in the Credit Agreement, (i) each Pledgor
shall be entitled to receive and retain any dividends and other Distributions
paid on or in respect of the Pledged Collateral and the proceeds of any sale of
the Pledged Collateral; and (ii) each Pledgor shall be entitled to
exercise any voting and other consensual rights pertaining to its Pledged
Collateral for any purpose not inconsistent with the terms of this Pledge
Agreement or the Credit Agreement; provided, however, that no
Pledgor shall exercise nor shall it refrain from exercising any such right if
such action or inaction, as applicable, would have a materially adverse effect
on the value of the Pledged Collateral; and


 


(b)                                 if
an Event of Default shall have occurred and remain uncured or unwaived,


 


(i)                                     until
such time thereafter as the Administrative Agent gives written notice of its
election to exercise such voting and other consensual rights pursuant to Section 5.02
hereof, each Pledgor shall be entitled to exercise any voting and other
consensual rights pertaining to its Pledged Collateral for any purpose not
inconsistent with the terms of this Pledge Agreement or the Credit Agreement; provided,
however, that no Pledgor shall exercise nor shall it refrain from
exercising any such right if such action or inaction, as applicable, would have
a materially adverse effect on the value of the Pledged Collateral; and


 


(ii)                                  at
and after such time as the Administrative Agent gives written notice of its
election to exercise such voting and other consensual rights pursuant to Section 5.02
hereof, each Pledgor shall execute and deliver (or cause to be executed and
delivered) to the Administrative Agent all proxies and other instruments as the
Administrative Agent may reasonably request to enable the Administrative Agent
to (A) exercise the voting and other rights which such Pledgor is entitled
to exercise pursuant to paragraph (a) or paragraph (b)(i) of
this Section 2.04, and (B) receive any Distributions and proceeds of
sale of the Pledged Collateral which such Pledgor is authorized to receive and
retain pursuant to paragraph (a)(i) of this Section 2.04.


 


Section 3.  Pledgor’s
Representations and Warranties.  Each
Pledgor represents and warrants to the Administrative Agent and the Lenders as
follows:


 


(a)                                  The
Pledged Collateral applicable to such Pledgor listed on the attached
Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized
and validly issued to such Pledgor and are fully paid and nonassessable.


 


(b)                                 Such
Pledgor is the legal and beneficial owner of the Pledged Collateral free and
clear of any Lien or option, except for (i) the security interest created
by this Pledge Agreement and (ii) other Liens permitted under the Credit
Agreement ( the “Permitted Liens”).


 


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(c)                                  No
authorization, authentication, approval, or other action by, and no notice to
or filing with, any Governmental Authority or regulatory body is required
either (a) for the pledge by such Pledgor of the Pledged Collateral
pursuant to this Pledge Agreement or for the execution, delivery, or
performance of this Pledge Agreement by such Pledgor or (b) for the
exercise by the Administrative Agent or any Secured Party of the voting or
other rights provided for in this Pledge Agreement or the remedies in respect
of the Pledged Collateral pursuant to this Pledge Agreement (except as may be
required in connection with such disposition by laws affecting the offering and
sale of securities generally).


 


(d)                                 Such
Pledgor has the full right, power and authority to deliver, pledge, assign and
transfer the Pledged Collateral to the Administrative Agent.


 


(e)                                  The
Membership Interests listed on the attached Schedule 2.02(a) constitute
the percentage of the issued and outstanding membership interests of the
respective issuer thereof set forth on Schedule 2.02(a) and all of the
Equity Interest in such issuer in which the Pledgor has any ownership interest.


 


(f)                                    The
Partnership Interests listed on the attached Schedule 2.02(b) constitute
the percentage of the issued and outstanding general and limited partnership
interests of the respective issuer thereof set forth on Schedule 2.02(b) and
all of the Equity Interest in such issuer in which the Pledgor has any
ownership interest.


 


(g)                                 The
Pledged Shares list on the attached Schedule 2.02(c) constitute the
percentage of the issued and outstanding shares of capital stock of the
respective issuer thereof set forth on Schedule 2.02(c) and all of the
Equity Interest in such issuer in which the Pledgor has any ownership interest.


 


(h)                                 Schedule
3 sets forth its sole jurisdiction of formation, type of organization, federal
tax identification number, the organizational number, and all names used by it
during the last five years prior to the date of this Pledge Agreement.


 


Section 4.  Pledgor’s
Covenants.  During the term of this
Pledge Agreement and until all of the Secured Obligations have been fully and
finally paid and discharged in full, the Commitments under the Credit Agreement
have been terminated or expired, and the Credit Agreement has been terminated
in writing, each Pledgor covenants and agrees with the Administrative Agent
that:


 


4.01.                        Protect
Collateral; Further Assurances.  Each
Pledgor will warrant and defend the rights and title herein granted unto the
Administrative Agent in and to the Pledged Collateral (and all right, title,
and interest represented by the Pledged Collateral) against the claims and
demands of all Persons whomsoever.  Each
Pledgor agrees that, at the expense of such Pledgor, such Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be reasonably necessary and that the Administrative Agent or
any Secured Party may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable the
Administrative Agent or any Secured Party to exercise and enforce its rights
and remedies hereunder with respect to any Pledged 


 


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Collateral.  Each Pledgor hereby authorizes the
Administrative Agent to file any financing statements, amendments or
continuations without the signature of such Pledgor to the extent permitted by
applicable law in order to perfect or maintain the perfection of any security
interest granted under this Pledge Agreement.


 


4.02.                        Transfer,
Other Liens, and Additional Shares. 
Each Pledgor agrees that it will not (a) except as otherwise
permitted by the Credit Agreement, sell or otherwise dispose of, or grant any
option with respect to, any of the Pledged Collateral or (b) create or
permit to exist any Lien upon or with respect to any of the Pledged Collateral,
except for Permitted Liens.  Each Pledgor
agrees that it will (i) cause each issuer of the Pledged Collateral that
is a Subsidiary of such Pledgor not to issue any other Equity Interests in
addition to or in substitution for the Pledged Collateral issued by such
issuer, except to such Pledgor or any other Pledgor and (ii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any additional Equity Interests of an issuer acquired by such Pledgor.  No Pledgor shall approve any amendment or
modification of any of the Pledged Collateral without the Administrative Agent’s
prior written consent.


 


4.03.                        Jurisdiction
of Formation; Name Change.  Each
Pledgor shall give the Administrative Agent at least 30 days’ prior written
notice before it (i) in the case of a Pledgor that is not a “registered
organization” (as defined in Section 9-102 of the UCC) changes the
location of its principal place of business and chief executive office, or (ii) uses
a trade name other than its current name used on the date hereof.  Other than as permitted by Section 6.11
of the respective Credit Agreement, no Pledgor shall amend, supplement, modify
or restate its articles or certificate of incorporation, bylaws, limited
liability company agreements, or other equivalent organizational documents, nor
amend its name or change its jurisdiction of incorporation, organization or
formation.


 


Section 5.  Remedies
upon Default.  If any Event of
Default shall have occurred and be continuing:


 


5.01.                        UCC
Remedies.  To the extent permitted by
law, the Administrative Agent may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for in this
Pledge Agreement or otherwise available to it, all the rights and remedies of a
Administrative Agent under the UCC (whether or not the UCC applies to the
affected Pledged Collateral).


 


5.02.                        Dividends
and Other Rights.


 


(a)                                  All
rights of the Pledgors to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise pursuant to Section 2.04(a) may
be exercised by the Administrative Agent if the Administrative Agent so elects
and gives written notice of such election to the affected Pledgor and all
rights of the Pledgors to receive any Distributions on or in respect of the
Pledged Collateral and the proceeds of sale of the Pledged Collateral which it
would otherwise be authorized to receive and retain pursuant to Section 2.04(b) shall
cease.


 


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(b)                                 All
Distributions on or in respect of the Pledged Collateral and the proceeds of
sale of the Pledged Collateral which are received by any Pledgor shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other funds of such Pledgor, and shall be promptly paid over to
the Administrative Agent as Pledged Collateral in the same form as so received
(with any necessary indorsement).


 


5.03.                        Sale
of Pledged Collateral. The Administrative Agent may sell all or part of the
Pledged Collateral at public or private sale, at any of the Administrative Agent’s
offices or elsewhere, for cash, on credit, or for future delivery, and upon
such other terms as the Administrative Agent may deem commercially reasonable
in accordance with applicable laws.  Each
Pledgor agrees that to the extent permitted by law such sales may be made
without notice.  If notice is required by
law, each Pledgor hereby deems 10 days’ advance notice of the time and place of
any public sale or the time after which any private sale is to be made
reasonable notification, recognizing that if the Pledged Collateral threatens
to decline speedily in value or is of a type customarily sold on a recognized
market shorter notice may be reasonable. 
The Administrative Agent shall not be obligated to make any sale of the
Pledged Collateral regardless of notice of sale having been given.  The Administrative 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. 
Each Pledgor shall fully cooperate with Administrative Agent in selling
or realizing upon all or any part of the Pledged Collateral.  In addition, each Pledgor shall fully comply
with the securities laws of the United States, the State of Texas, and other
states and take such actions as may be necessary to permit Administrative Agent
to sell or otherwise dispose of any securities representing the Pledged
Collateral in compliance with such laws.


 


5.04.                        Exempt
Sale.  If, in the opinion of the
Administrative Agent, there is any question that a public or semipublic sale or
distribution of any Pledged Collateral will violate any state or federal
securities law, the Administrative Agent in its reasonable discretion (a) may
offer and sell securities privately to purchasers who will agree to take them
for investment purposes and not with a view to distribution and who will agree
to imposition of restrictive legends on the certificates representing the
security, or (b) may sell such securities in an intrastate offering under Section 3(a)(11)
of the Securities Act of 1933, as amended, and no sale so made in good faith by
the Administrative Agent shall be deemed to be not “commercially reasonable”
solely because so made.  Each Pledgor
shall cooperate fully with the Administrative Agent in selling or realizing
upon all or any part of the Pledged Collateral.


 


5.05.                        Application
of Collateral. The proceeds of any sale, or other realization (other than
that received from a sale or other realization permitted by the Credit
Agreement) upon all or any part of the Pledged Collateral pledged by the
Pledgors shall be applied by the Administrative Agent as set forth in Section 7.06
of the Credit Agreement.


 


5.06.                        Cumulative
Remedies.  Each right, power and
remedy herein specifically granted to the Administrative Agent or otherwise
available to it shall be cumulative, and shall be in addition to every other
right, power and remedy herein specifically given or now or hereafter existing
at law, in equity, or otherwise, and each such right, power and remedy, whether
specifically granted herein or otherwise existing, may be exercised at any time
and from time-to-time as often and in such order as may be deemed expedient by
the Administrative Agent in its 


 


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sole discretion.  No failure on the part of the Administrative
Agent to exercise, and no delay in exercising, and no course of dealing with
respect to, any such right, power or remedy, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such rights, power or remedy
preclude any other or further exercise thereof or the exercise of any other
right.


 


Section 6.  Administrative
Agent as Attorney-in-Fact for Pledgor.


 


6.01.                        Administrative
Agent Appointed Attorney-in-Fact. 
Each Pledgor hereby irrevocably appoints the Administrative Agent as
such Pledgor’s attorney-in-fact, with full authority after the occurrence and
during the continuance of an Event of Default to act for such Pledgor and in the
name of such Pledgor, and, in the Administrative Agent’s discretion, to take
any action and to execute any instrument which the Administrative Agent may
deem reasonably necessary or advisable to accomplish the purposes of this
Pledge Agreement, including, without limitation, to receive, indorse, and
collect all instruments made payable to such Pledgor representing any dividend,
or the proceeds of the sale of the Pledged Collateral, or other distribution in
respect of the Pledged Collateral and to give full discharge for the same.  Each
Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an
interest.


 


6.02.                        Administrative
Agent May Perform. The Administrative Agent may from time-to-time, at
its option but at the Pledgors’ expense, perform any act which any Pledgor
agrees hereunder to perform and which such Pledgor shall fail to perform after
being requested in writing so to perform (it being understood that no such request
need be given after the occurrence and during the continuance of any Event of
Default and after notice thereof by the Administrative Agent to the affected
Pledgor) and the Administrative Agent may from time-to-time take any other
action which the Administrative Agent reasonably deems necessary for the
maintenance, preservation or protection of any of the Pledged Collateral or of
its security interest therein.  The
Administrative Agent shall provide notice to the affected Pledgor of any action
taken hereunder; provided however, the failure to provide such notice shall not
be construed as a waiver of any rights of the Administrative Agent provided
under this Pledge Agreement or under applicable law.


 


6.03.                        Administrative
Agent Has No Duty.  The powers conferred
on the Administrative Agent hereunder are solely to protect its interest in the
Pledged Collateral and shall not impose any duty on it to exercise any such
powers.  Except for reasonable care of
any Pledged Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Administrative Agent shall have no duty as to any
Pledged Collateral or responsibility for taking any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Pledged
Collateral.


 


6.04.                        Reasonable
Care.  The Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
the Pledged Collateral in its possession if the Pledged Collateral is accorded
treatment substantially equal to that which the Administrative Agent accords
its own property, it being understood that the Administrative Agent shall have
no responsibility for (a) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders, or other matters relative
to any Pledged Collateral, whether or not the 


 


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Administrative Agent has
or is deemed to have knowledge of such matters, or (b) taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Collateral.


 


Section 7.  Miscellaneous.


 


7.01.                        Expenses.  The Pledgors will upon demand pay to the
Administrative Agent for its benefit and the benefit of the other Secured
Parties the amount of any reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of its counsel and of any experts, which the
Administrative Agent and the other Lenders may incur in connection with (a) the
custody, preservation, use, or operation of, or the sale, collection, or other
realization of, any of the Pledged Collateral, (b) the exercise or
enforcement of any of the rights of the Administrative Agent or any Lender or
any other Lenders hereunder, and (c) the failure by any Pledgor to perform
or observe any of the provisions hereof.


 


7.02.                        Amendments,
Etc.  No amendment or waiver of any
provision of this Pledge Agreement nor consent to any departure by any Pledgor
herefrom shall be effective unless made in writing and executed by the affected
Pledgor and the Administrative Agent, and such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.


 


7.03.                        Addresses
for Notices.  All notices and other
communications provided for hereunder shall be in the manner and to the
addresses set forth in the Credit Agreement.


 


7.04.                        Continuing Security
Interest; Transfer of Interest.


 


(a)                                  This
Pledge Agreement shall create a continuing security interest in the Pledged
Collateral and, unless expressly released by the Administrative Agent, shall (i) remain
in full force and effect until the indefeasible payment in full in cash of, and
termination of, the Secured Obligations and the termination of the Commitments
under the Credit Agreement, (ii) be binding upon the Pledgors, the Administrative
Agent, the Lenders and their successors, and assigns, and (iii) inure,
together with the rights and remedies of the Administrative Agent hereunder, to
the benefit of and be binding upon, the Administrative Agent, and the Lenders
and their respective successors, transferees, and assigns.  Without limiting the generality of the
foregoing clause, when any Secured Party assigns or otherwise transfers any
interest held by it under either the Credit Agreement or other Loan Document to
any other Person pursuant to the terms of the Credit Agreement or such other
Loan Document, that other Person shall thereupon become vested with all the
benefits held by such Secured Party under this Pledge Agreement.


 


(b)                                 Upon
the indefeasible payment in full and termination of the Secured Obligations,
the termination of all Commitments under the Credit Agreement, and the
termination of the Credit Agreement in writing, the security interest granted
hereby shall terminate and all rights to the Pledged Collateral shall revert to
the applicable Pledgor to the extent such Pledged Collateral shall not have
been sold or otherwise applied pursuant to the terms hereof.  Upon any such termination, the Administrative
Agent will, at the Pledgors’ expense, deliver all Pledged Collateral to the
applicable Pledgor, execute and 


 


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deliver to the applicable Pledgor such documents as such Pledgor shall
reasonably request and take any other actions reasonably requested to evidence
or effect such termination.


 


7.05.                        Waivers.  Each Pledgor hereby waives:


 


(a)                                  promptness,
diligence, notice of acceptance, and any other notice with respect to any of
the Secured Obligations and this Pledge Agreement;


 


(b)                                 any
requirement that the Administrative Agent or any Secured Party protect, secure,
perfect, or insure any Lien or any Property subject thereto or exhaust any
right or take any action against any Pledgor, any Guarantor, or any other
Person or any collateral; and


 


(c)                                  any
duty on the part of the Administrative Agent to disclose to any Pledgor any
matter, fact, or thing relating to the business, operation, or condition of any
Pledgor, any Guarantor, or any other Person and their respective assets now
known or hereafter known by such Person.


 


7.06.                        Severability.  Wherever possible each provision of this
Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement.


 


7.07.                        Choice
of Law.  This Pledge Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas, except to the extent that the validity or perfection of the
security interests hereunder, or remedies hereunder, in respect of any
particular Pledged Collateral are governed by the laws of a jurisdiction other
than the State of Texas.


 


7.08.                        Counterparts.  The parties may execute this Pledge Agreement
in counterparts, each of which constitutes an original, and all of which,
collectively, constitute only one agreement. 
Delivery of an executed counterpart signature page by facsimile is
as effective as executing and delivering this Pledge Agreement in the presence
of the other parties to this Pledge Agreement. 
In proving this Pledge Agreement, a party must produce or account only
for the executed counterpart of the party to be charged.


 


7.09.                        Headings.  Paragraph headings have been inserted in this
Pledge Agreement as a matter of convenience for reference only and it is agreed
that such paragraph headings are not a part of this Pledge Agreement and shall
not be used in the interpretation of any provision of this Pledge Agreement.


 


7.10.                        Reinstatement.  If, at any time after payment in full of all
Secured Obligations and termination of the Administrative Agent’s security
interest, any payments on the Secured Obligations previously made must be
disgorged by any Secured Party for any reason whatsoever, including, without
limitation, the insolvency, bankruptcy or reorganization of any Pledgor or any
other Person, this Pledge Agreement and the Administrative Agent’s security
interests herein 


 


10

















 


shall be reinstated as to
all disgorged payments as though such payments had not been made, and each
Pledgor shall sign and deliver to the Administrative Agent all documents, and
shall do such other acts and things, as may be necessary to reinstate and
perfect the Administrative Agent’s security interest.  EACH
PLEDGOR SHALL DEFEND AND INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY FROM AND
AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE UNDER THIS SECTION 7.10
(INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) IN THE DEFENSE OF ANY SUCH
ACTION OR SUIT INCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE
ARISING AS A RESULT OF THE INDEMNIFIED SECURED PARTY’S  OWN
NEGLIGENCE BUT EXCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE
THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED SECURED PARTY’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.


 


7.11.                        Conflicts.  In the event of any explicit or implicit
conflict between any provisions of this Pledge Agreement and any provision of
the Credit Agreement, the terms of the Credit Agreement shall be controlling.


 


7.12.                        Additional
Pledgors.  Pursuant to Section 6.15 of the Credit
Agreement, certain Subsidiaries of the Borrower that were not in existence on
the date of the Credit Agreement are required to enter into this Pledge
Agreement as Pledgors.  Upon execution
and delivery after the date hereof by the Administrative Agent and such
Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall
become a Pledgor hereunder with the same force and effect as if originally
named as a Pledgor herein.  The execution
and delivery of any instrument adding an additional Pledgor as a party to this
Pledge Agreement shall not require the consent of any other Pledgor
hereunder.  The rights and obligations of
each Pledgor hereunder shall remain in full force and effect notwithstanding
the addition of any new Pledgor as a party to this Pledge Agreement.


 


7.13.                        Subordination and Intercreditor Agreement.  Reference is made to the Subordination and
Intercreditor Agreement, dated as of December 17, 2008 (as amended,
restated, supplemented or otherwise modified from time to time, the “Subordination
and Intercreditor Agreement”),
among Union Bank of California, N.A., as Senior Agent, and UnionBanCal
Equities, Inc.,  as
Subordinated Agent, and certain other persons, party or that may become party
thereto from time to time.  Notwithstanding
anything herein to the contrary, this Pledge Agreement, the Liens granted
to the Administrative Agent pursuant to this Pledge Agreement and the exercise
of any right or remedy by the Administrative Agent or any of the Lenders
hereunder are subject to the provisions of the Subordination and Intercreditor
Agreement.  In the event of any conflict
between the terms of the Subordination and Intercreditor Agreement and this
Pledge Agreement, the terms of the Subordination and Intercreditor Agreement
shall govern and control.


 


7.14.                        Entire
Agreement.  THIS PLEDGE AGREEMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT
BE CONTRADICTED BY 


 


11

















 


EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.


 


[SIGNATURE PAGES FOLLOW]


 


12
















 


The parties
hereto have caused this Pledge Agreement to be duly executed as of the date
first above written.


 


	
   

  	
  PLEDGORS:

  
	
   

  	
   

  
	
   

  	
  CANO
  PETROLEUM, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Benjamin Daitch

  
	
   

  	
   

  	
  Benjamin Daitch

  
	
   

  	
   

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  W.O.
  ENERGY, INC.

  
	
   

  	
  W.O.
  ENERGY OF NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Each by: 

  	
  /s/ Benjamin Daitch

  
	
   

  	
   

  	
  Benjamin Daitch

  
	
   

  	
   

  	
  Vice President and Chief Financial Officer

  
				



 


Signature
Page to Subordinated Pledge Agreement


 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  
	
   

  	
  UNIONBANCAL EQUITIES, INC., as 

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    Ted A. McNulty

  
	
   

  	
   

  	
    Ted A. McNulty

  
	
   

  	
   

  	
    Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ Derrick Pan

  
	
   

  	
  Name:   
  Derrick Pan

  
	
   

  	
  Title:   
  Vice President

  
				



 


Signature Page to
Subordinated Pledge Agreement


 

















 


SCHEDULE
2.02(a)


 


PLEDGED
COLLATERAL


 


Attached to
and forming a part of that certain Subordinated Pledge Agreement dated December 17,
2008 by Cano Petroleum, Inc., W.O. Energy of Nevada, Inc., and WO
Energy, Inc., as Pledgors, to UnionBanCal Equities, Inc., as the
Administrative Agent.


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Type of Membership 

  Interest

  	
   

  	
  % of Membership Interest 

  Owned

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schedule 2.02(a) to Subordinated Pledge Agreement


 

















 


SCHEDULE
2.02(b)


 


PLEDGED COLLATERAL


 


Attached to
and forming a part of that certain Subordinated Pledge Agreement dated December 17,
2008 by Cano Petroleum, Inc., W.O. Energy of Nevada, Inc., and WO
Energy, Inc., as Pledgors, to UnionBanCal Equities, Inc., as the
Administrative Agent.


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Type of Partnership

  Interest

  	
   

  	
  % of Partnership Interest

  Owned

  
	
  W.O. Energy
  of Nevada, Inc.

  	
   

  	
  W.O.
  Operating Company, Ltd.

  	
   

  	
  Limited
  Partnership Interest

  	
   

  	
  95% Limited
  Partnership Interest

  
	
  W.O. Energy
  of Nevada, Inc.

  	
   

  	
  W.O.
  Production Company, Ltd.

  	
   

  	
  Limited
  Partnership Interest

  	
   

  	
  95% Limited
  Partnership Interest

  
	
  WO
  Energy, Inc.

  	
   

  	
  W.O.
  Operating Company, Ltd.

  	
   

  	
  General
  Partnership Interest

  	
   

  	
  5% General
  Partnership Interest

  
	
  WO
  Energy, Inc.

  	
   

  	
  W.O.
  Production Company, Ltd.

  	
   

  	
  General
  Partnership Interest

  	
   

  	
  5% General
  Partnership Interest

  



 


Schedule
2.02(b) to Subordinated Pledge Agreement


 

















 


SCHEDULE
2.02(c)


 


PLEDGED COLLATERAL


 


Attached to
and forming a part of that certain Subordinated Pledge Agreement dated December 17,
2008 by Cano Petroleum, Inc., W.O. Energy of Nevada, Inc., and WO
Energy, Inc., as Pledgors, to UnionBanCal Equities, Inc., as the
Administrative Agent.


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Type of Shares

  	
   

  	
  Number of 

  Shares

  	
   

  	
  % of

  Shares

  Owned

  	
   

  	
  Certificate

  No.

  	
   

  
	
  Cano Petroleum, Inc.

  	
   

  	
  Square One
  Energy, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  1,500

  	
   

  	
  100

  	
  %

  	
  4

  	
   

  
	
  Cano Petroleum, Inc.

  	
   

  	
  Ladder
  Companies, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  1,000

  	
   

  	
  100

  	
   

  	
  7

  	
   

  
	
  Cano Petroleum, Inc.

  	
   

  	
  W.O. Energy
  of Nevada, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  1,200

  	
   

  	
  100

  	
  %

  	
  5

  	
   

  
	
  W.O. Energy of Nevada, Inc.

  	
   

  	
  WO
  Energy, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  1,100

  	
   

  	
  100

  	
  %

  	
  6

  	
   

  
	
  Cano Petroleum Inc.

  	
   

  	
  Cano Petro
  of New Mexico, Inc.

  	
   

  	
  Common Stock

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  1

  	
   

  



 


Schedule
2.02(c) to Subordinated Pledge Agreement


 

















 


SCHEDULE 3


 


PLEDGOR INFORMATION


 


	
  Grantor:

  	
   

  	
  Cano Petroleum, Inc.

  
	
   

  	
   

  	
   

  
	
  Sole Jurisdiction of Formation / Filing:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Type of Organization:

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
  Address where records for Collateral are
  kept:

  	
   

  	
  801 Cherry Street, Suite 3200

  
	
   

  	
   

  	
  Fort Worth, Texas 76102

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  3664494

  
	
   

  	
   

  	
   

  
	
  Federal Tax Identification Number:

  	
   

  	
  77-0635673

  
	
   

  	
   

  	
   

  
	
  Prior Names:

  	
   

  	
  Huron Ventures, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grantor:

  	
   

  	
  WO Energy, Inc.

  
	
   

  	
   

  	
   

  
	
  Sole Jurisdiction of Formation / Filing:

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  Type of Organization:

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
  Address where records for Collateral are
  kept:

  	
   

  	
  801 Cherry Street, Suite 3200

  
	
   

  	
   

  	
  Fort Worth, Texas 76102

  
	
   

  	
   

  	
   

  
	
  Organizational Number:

  	
   

  	
  113518200

  
	
   

  	
   

  	
   

  
	
  Federal Tax Identification Number:

  	
   

  	
  75-2303966

  
	
   

  	
   

  	
   

  
	
  Prior Names:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grantor:

  	
   

  	
  W.O. Energy of Nevada, Inc.

  
	
   

  	
   

  	
   

  
	
  Sole Jurisdiction of Formation / Filing:

  	
   

  	
  Nevada

  
	
   

  	
   

  	
   

  
	
  Type of Organization:

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
  Address where records for Collateral are
  kept:

  	
   

  	
  801 Cherry Street, Suite 3200

  
	
   

  	
   

  	
  Fort Worth, Texas 76102

  



 


Schedule
3 to Subordinated Pledge Agreement


 

















 


	
  Organizational Number:

  	
   

  	
  C20757-1996-001

  
	
   

  	
   

  	
   

  
	
  Federal Tax Identification Number:

  	
   

  	
  88-0369151

  
	
   

  	
   

  	
   

  
	
  Prior Names:

  	
   

  	
  None.

  



 

















 


Annex 1 to the


Subordinated Pledge Agreement


 


SUPPLEMENT
NO. 
[            ]  dated as of
[               ]
(the “Supplement”), to the Subordinated Pledge Agreement dated as of December 17,
2008 (as amended, supplemented or otherwise modified from time to time, the “Pledge
Agreement”) by and among CANO PETROLEUM, INC., a Delaware corporation (“Borrower”),
each other party signatory hereto (together with the Borrower, the “Pledgors”
and individually, each a “Pledgor”) and UnionBanCal Equities, Inc.
as Administrative Agent (in such capacity, the “Administrative Agent”) under
the Credit Agreement (as hereinafter defined) for the benefit of the Lenders
(as hereinafter defined).


 


RECITALS


 


A.                                   Reference
is made to that certain Subordinated Credit Agreement dated as of December 17,
2008 (as it may be amended, restated or otherwise modified from time to time,
the “Credit Agreement”, among the Borrower, the lenders party thereto
from time to time (the “Lenders”), and the Administrative Agent; and


 


B.                                     The
Pledgors have entered into the Pledge Agreement in order to induce the Lenders
to make the Advances under the Credit Agreement.  Pursuant to Section 6.15 of the Credit
Agreement, each Subsidiary of the Borrower that was not in existence on the
date of the respective Master Debt Agreement is required to enter into the
Pledge Agreement as a Pledgor upon becoming a Subsidiary.  Section 7.12 of the Pledge Agreement
provides that additional Subsidiaries of the Borrower may become Pledgors under
the Pledge Agreement by execution and delivery of an instrument in the form of
this Supplement.  The undersigned
Subsidiary of the Borrower (the “New Pledgor”) is executing this
Supplement in accordance with the requirements of the Senior Credit Agreement
to become a Pledgor under the Pledge Agreement.


 


C.                                     Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Pledge Agreement and the Credit Agreement.


 


Accordingly,
the Administrative Agent and the New Pledgor agree as follows:


 


SECTION 1.                                In
accordance with Section 7.12 of the Pledge Agreement, the New Pledgor by
its signature below becomes a Pledgor under the Pledge Agreement with the same
force and effect as if originally named therein as a Pledgor and the New
Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof in all material
respects.  In furtherance of the
foregoing, the New Pledgor, as security for the payment and performance in full
of the Secured Obligations, does hereby create and grant to the Administrative
Agent, its successors and assigns, for the benefit of the Secured Parties,
their successors and assigns, a continuing security interest in and lien on all
of the New Pledgor’s right, title and interest in and to the Pledged Collateral
of the New Pledgor.  Each reference to a “Pledgor”
in the Pledge Agreement shall be deemed to include the New Pledgor.  The Pledge Agreement is hereby incorporated
herein by reference.


 


Annex 1 to Subordinated Pledge Agreement


 

















 


SECTION 2.                                The
New Pledgor represents and warrants to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).


 


SECTION 3.                                This
Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Supplement shall become
effective when the Administrative Agent shall have received counterparts of
this Supplement that, when taken together, bear the signatures of the New
Pledgor and the Administrative Agent. 
Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Supplement.


 


SECTION 4.                                The
New Pledgor hereby represents and warrants that (a) set forth on Schedules
2.02(a), 2.02(b), and 2.02(c) attached hereto are true and correct
schedules of all its Membership Interests, Partnership Interests and Pledged
Shares, as each term is defined in the Pledge Agreement, and (b) set forth
on Schedule 3 attached hereto are its sole jurisdiction of formation, type of
organization, its federal tax identification number and the organizational
number, and all names used by it during the last five years prior to the date
of this Supplement.


 


SECTION 5.                                Except
as expressly supplemented hereby, the Pledge Agreement shall remain in full
force and effect.


 


SECTION 6.                                THIS
SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTERESTS HEREUNDER, OR REMEDIES HEREUNDER, IN
RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF TEXAS.


 


SECTION 7.                                In
case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, neither party hereto
shall be required to comply with such provision for so long as such provision
is held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein and in the Pledge
Agreement shall not in any way be affected or impaired.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.                                All
communications and notices hereunder shall be in writing and given as provided
in the Pledge Agreement.  All
communications and notices hereunder to the New Pledgor shall be given to it at
the address set forth under its signature hereto.


 

















 


SECTION 9.                                The
New Pledgor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the
Administrative Agent.


 


THIS
SUPPLEMENT, THE PLEDGE AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.


 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.


 


[SIGNATURES PAGES FOLLOW]


 

















 


IN WITNESS WHEREOF, the New Pledgor and the Administrative Agent have
duly executed this Supplement to the Pledge Agreement as of the day and year
first above written.


 


	
   

  	
  NEW
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  [                                                                                                         ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  
	
   

  	
  UNIONBANCAL EQUITIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


Schedules


Supplement No.     


to the Pledge Agreement


 


Pledged Collateral of the New Pledgor


 


SCHEDULE 2.02(a)


 


	
  Issuer

  	
   

  	
  Type of Membership

  Interest

  	
   

  	
  % of Membership Interest

  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


SCHEDULE 2.02(b)


 


	
  Issuer

  	
   

  	
  Type of Partnership Interest

  	
   

  	
  % of Partnership Interest

  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


SCHEDULE 2.02(c)


 


	
  Issuer

  	
   

  	
  Type of Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  % of Shares

  Owned

  	
   

  	
  Certificate No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


SCHEDULE 3


 


	
  New Pledgor:

  	
   

  
	
   

  	
   

  
	
  Sole Jurisdiction of Formation / Filing:

  	
   

  
	
   

  	
   

  
	
  Type of Organization:

  	
   

  
	
   

  	
   

  
	
  Organizational Number:

  	
   

  
	
   

  	
   

  
	
  Federal Tax Identification Number:

  	
   

  
	
   

  	
   

  
	
  Prior Names: