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Exhibit 10.9
COLLATERAL ASSIGNMENT
COLLATERAL
ASSIGNMENT made as of this 18th day of September 2007
(“
Collateral Assignment ”)
by True North Energy Corporation, a Nevada corporation
(“
TNEC ”)
and ICF Energy Corporation, a Texas corporation (“
ICF ”,
and together with TNEC, the “
Assignors ”
and each an “
Assignor ”),
to Valens U.S. SPV I, LLC (“
Assignee ”),
as agent for Purchasers (as defined in the Purchase Agreement (as
defined below)).
FOR
VALUE RECEIVED, and as collateral security for all debts,
liabilities and obligations of each Assignor to Assignee and
the Purchasers, now existing or hereafter arising under that
certain Securities Purchase Agreement dated as of September
18, 2007 (as amended, modified, restated or supplemented from
time to time, the “
Purchase Agreement ”)
among the Assignors, Purchasers and Assignee, as agent for
Purchasers, and the Related Agreements (as defined in the Purchase
Agreement), each Assignor hereby assigns, transfers and sets over
unto Assignee, for the ratable benefit of Assignee and the other
Purchasers, its successors and assigns, all of its rights, but not
its obligations, under that certain (i) Purchase and Sale
Agreement
effective as of July 1, 2007 between Prime Natural Resources, Inc.
(“
Seller ”)
and ICF with a limited appearance by TNEC and (ii) all of the
agreements and documents by which assets or rights of the Seller
are transferred to either or both Assignors (as each may be
amended, modified, restated or supplemented from time to time,
collectively, the “
Acquisition Agreement ”),
including, without limitation, all indemnity rights and all moneys
and claims for moneys due and/or to become due to Assignors under
the Acquisition Agreement and all documents entered into in
connection therewith (the “
Agreements ”).
Each
Assignor hereby (a) specifically authorizes and directs
Seller, upon notice to Seller by Assignee, to make all
payments due to either or both Assignors under or arising
under the Agreements directly to Assignee for the ratable
benefit of Assignee and the other Purchasers and (b)
irrevocably authorizes and empowers Assignee (i) to ask,
demand, receive, receipt and give acquittance for any and all
amounts which may be or become due or payable, or remain
unpaid at any time and times to either or both Assignors by
Seller under and pursuant to the Agreements, (ii) to endorse
any checks, drafts or other orders for the payment of money
payable to either or both Assignors in payment thereof, and
(iii) in Assignee’s discretion to file any claims or
take any action or institute any proceeding, either in its own
name or in the name of either or both Assignors or otherwise,
which Assignee may deem necessary or advisable to effectuate
the foregoing. It is expressly understood and agreed,
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