EXHIBIT 10.40
AMENDED SECURITY AGREEMENT
This Amended Security Agreement is dated as of October 31, 1995 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 has been modified, renewed and extended and is now
evidenced by Polyphase's Eleven Million Two Hundred Thousand and 00/100 Dollar
($11,200,000.00) promissory note (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. Section 1 of the Security Agreement is hereby amended to read in its
entirety as follows:
Secured Indebtedness - All indebtedness, obligations and liabilities of
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Polyphase to Secured Party including, but not limited to, those under the Note
and Renewal 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 31st day of October, 1995.
SECURED PARTY:
[Signature of Xxxxxx Xxxxx
appears here]
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Xxxxxx Xxxxx
PLEDGOR:
TEXAS TIMBERJACK, INC.
[Signature appears here]
By _______________________________________
Title_____________________________________
