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
