Exhibit 10.63
AMENDED SECURITY AGREEMENT
This Amended Security Agreement is dated as of December 2, 1997 between Texas
Timberjack, Inc., a Texas corporation ("Pledgor"), and Xxxxxx Xxxxx ("Secured
Party") and amends that certain Security Agreement between the parties dated as
of June 24, 1994.
WHEREAS, Secured Party has sold to Polyphase Corporation ("Polyphase") all of
the issued and outstanding capital stock of Pledgor and Polyphase gave its Ten
Million and 00/100 Dollar ($10,000,000.00) promissory note (the "Note") as
partial consideration for the purchase of such stock; and
WHEREAS, the Note, as amended, has been modified, renewed and extended and is
now evidenced by Polyphase's Fourteen Million Three Hundred Eighty Seven
Thousand Six Hundred Seven and 28/100 Dollar ($14,387,607.00) promissory note
(the "Renewal Note"); and
WHEREAS, the Renewal Note contained a clerical error and should reflect a
principal amount of Fourteen Million Three Hundred Forty One Thousand Two
Hundred Fifty Six and No/100 ($14,341,256.00) (the $14.3 Million Note) and this
note is given to correct the clerical error in the Renewal Note; and
WHEREAS, as a subsidiary of Polyphase, which is a public company, Pledgor has
been able and expects in the future to be able to obtain larger lines of credit
at more attractive interest rates than previously available to it and to receive
other direct benefits as a result of becoming a subsidiary of Polyphase; and
WHEREAS, as an inducement to Secured Party to extend such credit to Polyphase,
Pledgor has agreed to grant Secured Party a security interest in the property
described in the Security Agreement and Pledgor acknowledges it will receive a
direct benefit therefrom;
NOW, THEREFORE, for and in consideration of the premises and mutual
undertaking of the parties, and Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The Security Agreement, as amended, continues to remain in full force and
effect and secure all of the indebtedness, obligations and liabilities of
Polyphase to Secured Party including, but not limited to, those under the
Note and $14.3 Million Note, whether now existing or hereafter arising or
arising under this Security Agreement or otherwise and all renewals and
extensions thereof, and all interest accruing thereon, fees charged in
connection therewith, expenses reimbursable as provided therein, and
attorney's fees incurred in the enforcement or collection thereof,
regardless of whether such indebtedness, obligations and liabilities are
direct, indirect, fixed, contingent, joint, several or joint and several,
and whether now existing or hereafter arising and however acquired.
2. Except as expressly provided herein, all other terms, covenants and
conditions of the Security Agreement remain in full force and effect
without modification or alteration.
Executed as of the 2nd day of December 1997.
SECURED PARTY:
------------------------------
Xxxxxx Xxxxx
PLEDGOR:
TEXAS TIMBERJACK, INC.
By
---------------------------
Title
------------------------
