Exhibit 10.6
Joinder to Security Agreement
The undersigned, RIVER CAPITAL GROUP, INC., a Delaware corporation,
hereby joins in the execution of that certain Security Agreement dated as of
July 9, 2007 (as amended, restated, supplemented or otherwise modified from time
to time, the "Security Agreement") by Sonterra Resources, Inc., a Delaware
corporation, Buyer (as defined therein), and each other Person that becomes a
Debtor thereunder after the date thereof and hereof and pursuant to the terms
thereof, to and in favor of Viking Asset Management, LLC, in its capacity as
Collateral Agent for Buyer. By executing this Joinder, the undersigned hereby
agrees that it is a Debtor thereunder and agrees to be bound by all of the terms
and provisions of the Security Agreement.
The undersigned represents and warrants to Secured Party that:
(a) all of the Equipment, Inventory and Goods owned by such Debtor
is located at the places as specified on Schedule I and such Debtor conducts
business in the jurisdiction set forth on Schedule I;
(b) except as disclosed on Schedule I, none of such Collateral is
in the possession of any bailee, warehousemen, processor or consignee;
(c) the chief place of business, chief executive office and the
office where such Debtor keeps its books and records are located at the place
specified on Schedule I;
(d) such Debtor (including any Person acquired by such Debtor)
does not do business or has not done business during the past five years under
any tradename or fictitious business name, except as disclosed on Schedule II;
(e) all Copyrights, Patents and Trademarks owned or licensed by
the undersigned are listed in Schedules III, IV and V, respectively;
(f) all Deposit Accounts, securities accounts, brokerage accounts
and other similar accounts maintained by such Debtor, and the financial
institutions at which such accounts are maintained, are listed on Schedule VI;
(g) all Commercial Tort Claims of such Debtor are listed on
Schedule VII;
(h) all interests in real property and mining rights held by such
Debtor are listed on Schedule VIII;
(i) all Equipment (including Motor Vehicles) owned by such debtor
are listed on Schedule IX; and
(j) all other representations and warranties made by the Debtors
in the Security Agreement are true, complete and correct in all respects as of
the date hereof.
[Signature Page Follows]
RIVER CAPITAL GROUP, INC., a Delaware
corporation
By: _____________________________________
Title: __________________________________
FEIN: __________________________________