AMENDMENT NO. 2
TO
PLEDGE AND COLLATERAL AGENCY
AGREEMENT
This AMENDMENT NO. 2 TO PLEDGE AND COLLATERAL
AGENCY AGREEMENT (this “Amendment”) is entered into as
of November 30, 2010 by and among Colombia Clean Power & Fuels,
Inc., a Nevada corporation (“Colombia”), Colombia CPF
LLC, Delaware limited liability company (“CPF,” and
together with Colombia, the “Pledgors”), and Law
Debenture Trust Company of New York, a New York banking
corporation, as collateral agent (the “Collateral
Agent”).
RECITALS :
WHEREAS, Pledgors and the Collateral Agent
entered into that certain Pledge and Collateral Agency Agreement,
dated as of August 26, 2010 (the “Agency
Agreement”);
WHEREAS, on October 29, 2010, pursuant to
Amendment No. 1 to the Agency Agreement, the Pledgors and the
Collateral Agent amended the Agency Agreement to reflect the
increase in the aggregate principal amount of Colombia’s 10%
secured convertible promissory notes due June 30, 2012 (the
“Notes”) that is secured by the security interest in
the Pledgors’ membership interests in Energia from $2,500,000
to $4,000,000;
WHEREAS, the Pledgors and the Collateral Agent
desire to further amend the Agency Agreement to reflect an
additional increase in the aggregate principal amount of
the Notes from $4,000,000 to $8,000,000.
NOW, THEREFORE, in consideration of the
foregoing premises, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment, each intending to be legally bound,
hereby agree as follows:
1.
Definitions . Capitalized terms used but not
defined in this Amendment shall have the respective meanings
ascribed to them in the Agency Agreement.
2.
Amendments to Agency Agreement .
A. &nb
