Exhibit 10.4
PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT
This PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT (the "AGREEMENT") is
made and entered into as of the ___ day of November, 2004, by GLOBAL
ENTERTAINMENT CORPORATION, a Nevada corporation ("PLEDGOR"), in favor of
COMERICA BANK, a Michigan corporation, and its successors and assigns ("SECURED
PARTY").
1. RECITALS
1.1 Pledgor and its subsidiaries (collectively, the "BORROWERS") have
requested and Secured Party has agreed to enter into and provide financial
accommodations to the Borrowers, as set forth in that certain Credit Agreement
of even date herewith by and among Borrowers and Secured Party (the "CREDIT
AGREEMENT"). All capitalized terms not defined herein shall have the meaning
given them in the Credit Agreement.
1.2 As a condition precedent to the execution of the Credit Agreement,
Secured Party has required that Pledgor execute and deliver this Agreement.
2. PLEDGE OF SHARES AND UNITS
2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured
Party and grants Secured Party a security interest in all issued and outstanding
shares in Cragar Industries, Inc., a Delaware corporation (the "COMPANY"), now
owned or hereafter acquired by Pledgor, together with all earnings thereon, all
additions thereto, all proceeds thereof from sale or otherwise, all
substitutions therefore, and all securities issued with respect thereto as a
result of any dividend, split, warrants or other rights, reclassification,
readjustment or other change in the capital structure of the Company, and the
securities of any corporation or other properties received upon the conversion
or exchange thereof pursuant to any merger, consolidation, reorganization, sale
of assets or other agreement or received upon any liquidation of the Company
(collectively, the "PLEDGED Securities").
2.2 Upon the execution of this Agreement, Pledgor shall deliver to Secured
Party certificates for the Pledged Securities, together with appropriate share
transfer powers therefore duly executed by Pledgor in blank in the form of
Assignment Separate From Certificate attached hereto. Immediately upon receipt,
Pledgor shall deliver to Secured Party all certificates and other evidences of
the Pledged Securities that come into the possession, custody or control of
Pledgor, together with appropriate share transfer powers therefor duly executed
by Pledgor in blank, and any other property constituting part of the Pledged
Securities, free and clear of any prior lien, claim, charge or encumbrance.
2.3 So long as an Event of Default is continuing or when an event or
condition has had or will have a Material Adverse Effect, Secured Party may
receive, hold and/or dispose of the Pledged Securities subject and pursuant to
all the terms, conditions and provisions hereof and of the Credit Agreement
until the Obligation (as defined below) has been discharged in full. Secured
Party is hereby authorized and empowered to take any and all action with respect
to such property as authorized hereunder. In its discretion and without notice
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to Pledgor, Secured Party may take any one or more of the following actions,
without liability except to account for property actually received by it
(subject to the provisions of Section 6.7):
(a) transfer to or register in its name or the name of its nominee any
of the Pledged Securities, with or without indication of the security
interest herein created, and whether or not so transferred or registered,
receive the income, dividends and other distributions thereon and hold them
or apply them to the Obligation in the order provided in the Credit
Agreement;
(b) exercise or cause to be exercised all voting and corporate powers
with respect to any of the Pledged Securities so registered or transferred,
including all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to such Pledged Securities, as if
the absolute owner thereof;
(c) insure any of the Pledged Securities;
(d) exchange any of the Pledged Securities for other property upon a
reorganization, recapitalization or other readjustment and, in connection
therewith, deposit any of the Pledged Securities with any committee or
depositary upon such terms as the Secured Party may determine;
(e) in its name, or in the name of Pledgor, demand, xxx for, collect
or receive any money or property at any time payable or receivable on
account of, or in exchange for, any of the Pledged Securities and, in
connection therewith, endorse notes, checks, drafts, money orders,
documents of title or other evidences of payment, shipment or storage in
the name of Pledgor; and
(f) make any compromise or settlement deemed advisable with respect to
any of the Pledged Securities.
Secured Party shall be under no duty to exercise, or to withhold the exercise
of, any of the rights, powers, privileges and options expressly or implicitly
granted to Secured Party in this Agreement, and shall not be responsible for any
failure to do so or delay in so doing.
3. OBLIGATION SECURED
This Agreement shall secure, in such order of priority as Secured Party may
elect:
(a) Payment of the sum of ONE MILLION AND NO/100 DOLLARS
($1,000,000.00) according to the terms of that Revolving Promissory Note of
even date herewith, made by Borrowers, payable to the order of Secured
Party, evidencing a revolving line of credit, all or any part of which may
be advanced to Borrowers, repaid by Borrowers and readvanced to Borrowers,
from time to time, subject to the terms and conditions thereof, with
interest thereon, extension and other fees, late charges and attorneys'
fees, according to the terms thereof, and all extensions, modifications,
renewals, restatements or replacements thereof (the "NOTE");
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(b) Payment, performance and observance by Pledgor of each covenant,
condition, provision and agreement contained herein and of all monies
expended or advanced by Secured Party pursuant to the terms hereof, or to
preserve any right of Secured Party hereunder, or to protect or preserve
the Pledged Securities or any part thereof;
(c) Payment, performance and observance by Borrowers of each covenant,
condition, provision and agreement contained in the Credit Agreement and in
any other document or instrument related to the indebtedness described in
subparagraph (a) above and of all monies expended or advanced by Secured
Party pursuant to the terms thereof or to preserve any right of Secured
Party thereunder; and
(d) Payment and performance of any and all other indebtedness,
obligations and liabilities of Borrowers to the Secured Party of every kind
and character, direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter incurred, whether such indebtedness is from
time to time reduced and thereafter increased or entirely extinguished and
thereafter reincurred.
All of the indebtedness and obligations secured by this Agreement are
hereinafter collectively referred to as the "OBLIGATION".
4. REPRESENTATIONS AND WARRANTIES OF PLEDGOR
Pledgor hereby represents and warrants that:
4.1 The execution, delivery and performance by Pledgor of this Agreement
and all other documents and instruments relating to the Obligation will not
result in any breach of the terms and conditions of, nor constitute a default
under, any agreement or instrument under which Pledgor is a party or is
obligated. Pledgor is not in default in the performance or observance of any
covenants, conditions or provisions of any such agreement or instrument, which
default would have a Material Adverse Effect on Pledgor.
4.2 The Pledged Securities are and shall be duly and validly issued and
pledged in accordance with applicable law, and this Agreement shall not
contravene any law, agreement or commitment binding Pledgor or the Company, and
Pledgor shall defend the right, title, lien and security interest of Secured
Party in and to the Pledged Securities against the claims and demands of all
persons and other entities whatsoever.
4.3 Pledgor has the right, power and authority to convey good and
marketable title to the Pledged Securities; and the Pledged Securities and the
proceeds thereof are and shall be free and clear of all claims, mortgages,
pledges, liens, encumbrances and security interest of every nature whatsoever
other than as imposed hereby and other than transfer restrictions imposed under
applicable federal and state securities laws.
5. IRREVOCABLE PROXY
5.1 Pledgor irrevocably constitutes and appoints Secured Party, whether or
not the Pledged Securities have been transferred into the name of Secured Party
or its nominee, as Pledgor's proxy with full power, in the same manner, to the
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same extent and with the same effect as if Pledgor were to do the same, in the
sole discretion of Secured Party:
(a) To call a meeting of the shareholders of the Company and to vote
the Pledged Securities, to seek the consent of such shareholders, to remove
the directors of the Company, or any of them, and to elect new directors of
the Company, who thereafter shall manage the affairs of the Company,
operate its properties and carry on its business, and otherwise take any
action with respect to the business, properties and affairs of the Company
that such new directors shall deem necessary or appropriate, including, but
not limited to, the maintenance, repair, renewal or alteration of any or
all of the properties of the Company, the leasing, subleasing, sale or
other disposition of any or all of such properties, the borrowing of money
on the credit of the Company (whether from Secured Party or others) that in
the judgment of such new directors shall be necessary to preserve any of
such properties or to discharge the obligations of the Company, and the
employment of any or all agents, attorneys, counsel, or other employees as
deemed by such new directors to be necessary for the proper operation or
conduct of the business, properties and affairs of the Company;
(b) To consent to any and all actions by or with respect to the
Company for which consent of the shareholders of the Company is or may be
necessary or appropriate; and
(c) Without limitation, to do all things that Pledgor can do or could
do as shareholder of the Company, giving Secured Party full power of
substitution and revocation;
provided, however, that (i) the foregoing irrevocable proxy shall not
be exercisable by Secured Party, and Pledgor alone shall have the foregoing
powers, so long as no Event of Default has occurred and is continuing, and
(ii) this irrevocable proxy shall terminate at such time as the Obligation
has been fully and irrevocably paid and performed. The foregoing proxy is
coupled with an interest sufficient in law to support an irrevocable power
and shall be irrevocable and shall survive the death or incapacity of
Pledgor. Pledgor hereby revokes any proxy or proxies heretofore given to
any person or persons and agrees not to give any other proxies in
derogation hereof until such time as the Obligation has been fully and
irrevocably paid and performed.
6. COVENANTS OF PLEDGOR
6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of any of
the Pledged Securities or any interest therein without obtaining the prior
written consent of Secured Party and shall keep the Pledged Securities free of
all security interests or other encumbrances except the lien and security
interests granted herein.
6.2 Pledgor shall pay when due all taxes, assessments, expenses and other
charges which may be levied or assessed against the Pledged Securities.
6.3 Pledgor shall give Secured Party immediate written notice of any (i)
change in Pledgor's name as set forth above, (ii) change in the location of
Pledgor's chief executive office, (iii) change in the Company's name as set
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forth above, or (iv) change in the location of the Company's chief executive
office.
6.4 Pledgor, at its cost and expense, shall protect and defend the Pledged
Securities, this Agreement and all of the rights of Secured Party hereunder
against all claims and demands of other parties. Pledgor shall pay all claims
and charges that in the reasonable opinion of Secured Party might prejudice,
imperil or otherwise affect the Pledged Securities. Pledgor shall promptly
notify Secured Party of any levy, distraint or other seizure, by legal process
or otherwise, of all or any part of the Pledged Securities and of any threatened
or filed claims or proceedings that might in any way affect or impair the terms
of this Agreement.
6.5 If Pledgor shall fail to pay any taxes, assessments, expenses or
charges, to keep all of the Pledged Securities free from other security
interests, encumbrances or claims, or to perform otherwise as required herein,
Secured Party may advance the monies necessary to pay the same or to so perform.
6.6 All rights, powers and remedies granted Secured Party herein, or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute discretion without any obligation to do
so. In addition, if, under the terms hereof, Secured Party is given two or more
alternative courses of action, Secured Party may elect any alternative or
combination of alternatives at its option and in its sole and absolute
discretion. All monies advanced by Secured Party under the terms hereof, all
amounts paid, suffered or incurred by Secured Party under the terms hereof and
all amounts paid, suffered or incurred by Secured Party in exercising any
authority granted herein, including reasonable attorneys' fees, shall be added
to the Obligation, shall be secured hereby, shall bear interest at the highest
rate payable on the Obligation until paid, and shall be due and payable by
Pledgor to Secured Party immediately without demand.
6.7 Secured Party shall use such reasonable care in handling, preserving
and protecting the Pledged Securities in its possession as it uses in handling
similar property for its own account. Secured Party, however, shall have no
liability for the loss, destruction or disappearance of any Pledged Securities
unless there is affirmative proof of a lack of due care; lack of due care shall
not be implied solely by virtue of any loss, destruction or disappearance.
Secured Party shall not be required to take any steps necessary to preserve any
rights in the Pledged Securities against prior parties or to protect, perfect,
preserve or maintain any security interest given to secure the Pledged
Securities.
6.8 Immediately upon demand by Secured Party, Pledgor shall execute and
deliver to Secured Party such other and additional applications, acceptances,
stock powers, authorizations, irrevocable proxies, dividend and other orders,
chattel paper, instruments or other evidences of payment and such other
documents as Secured Party may reasonably request to secure the rights, powers
and authorities intended to be conferred upon Secured Party by this Agreement.
All assignments and endorsements by Pledgor shall be in such form and substance
as may be satisfactory to Secured Party.
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7. EVENTS OF DEFAULT; REMEDIES
7.1 The occurrence of any of the following events or conditions shall
constitute and is hereby defined to be an "Event of Default":
(a) Any failure or neglect to perform or observe any of the
provisions, conditions, agreements, or covenants of this Agreement and such
failure or neglect either cannot be remedied or, if it can be remedied, it
continues unremedied for a period of fifteen (15) business days after written
notice thereof to Debtor.
(b) Any warranty, representation or statement contained in this
Agreement shall be or shall prove to have been false in any material respect
when made or furnished.
(c) The occurrence of any default under any instrument comprising the
Note, or any Event of Default under the Credit Agreement or any other document
or instrument executed or delivered in connection with the Obligation, by any
Borrower.
7.2 Upon the occurrence of any Event of Default and at any time while such
Event of Default is continuing, or as otherwise allowed by Section 2.3 hereof,
Secured Party shall have the following rights and remedies and may do one or
more of the following:
(a) Declare all or any part of the Obligation to be immediately due
and payable, and the same, with all costs and charges, shall be collectible
thereupon by action at law;
(b) Transfer the Pledged Securities or any part thereof into its own
name or that of its nominee so that Secured Party or its nominee may appear of
record as the sole owner thereof;
(c) Vote any or all of the Pledged Securities and give all consents,
waivers and ratifications in respect thereof and otherwise act with respect
thereto as though it were the absolute owner thereof;
(d) Exercise any and all rights of conversion, exchange, subscription,
or any other rights, privileges or options pertaining to any of the Pledged
Securities including, but not limited to, the right to exchange, at its
discretion, any or all of the Pledged Securities upon the merger, consolidation,
reorganization, recapitalization or other readjustment of any Company upon the
exercise by Pledgor or Secured Party of any right, privilege or option
pertaining to any of the shares of the Pledged Securities, and in connection
therewith to deposit and deliver such shares of Pledged Securities with any
committee, depository, transfer agent, registrar or any other agency upon such
terms as Secured Party may determine without liability except to account for the
property actually received by it;
(e) Receive and retain any dividend or other distribution on account
of the Pledged Securities; and
(f) Sell any or all of the Pledged Securities in accordance with the
provisions hereof;
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but Secured Party shall have no duty to exercise any of the aforesaid rights,
privileges or options and shall not be responsible for any failure to do so or
delay in so doing. Pledgor waives all rights to be advised or to receive any
notices, statements or communications received by Secured Party or its nominee
as the record owner of all or any of the Pledged Securities. Any cash received
and retained by Secured Party as additional collateral hereunder may be applied
to payment in the manner provided in Subparagraph 7.3(c) below.
7.3 In connection with Secured Party's right to sell any or all of the
Pledged Securities, upon the occurrence of any Event of Default and at any time
while such Event of Default is continuing:
(a) (i) Secured Party shall have the right at any time and from time
to time to sell, resell, assign and deliver, in its discretion, all or any
part of the Pledged Securities in one or more units, at the same or
different times, and all right, title and interest, claim and demand
therein, and right of redemption thereof, at private sale, or at public
sale to the highest bidder for cash, upon credit or for future delivery.
Pledgor hereby waives and releases to the fullest extent permitted by law
any and all equity or right of redemption. If any of the Pledged Securities
are sold by Secured Party upon credit or for future delivery, Secured Party
shall not be liable for the failure of the purchaser to purchase or pay for
same, and, in the event of any such failure, Secured Party may resell such
Pledged Securities. In no event shall Pledgor be credited with any part of
the proceeds of the sale of any Pledged Securities until cash payment
thereof has actually been received by Secured Party.
(ii) No demand, advertisement or notice, all of which are hereby
expressly waived, shall be required in connection with any sale or other
disposition of all or any part of the Pledged Securities that threatens to
decline speedily in value or that is of a type customarily sold on a
recognized market; otherwise Secured Party shall give Pledgor at least
fifteen (15) days' prior notice of the time and place of any public sale or
of the time after which any private sale or other dispositions are to be
made, which Pledgor agrees is reasonable, all other demands, advertisements
and notices being hereby waived. Upon any sale, whether under this
Agreement or by virtue of judicial proceedings, Secured Party may bid for
and purchase any or all of the Pledged Securities and, upon compliance with
the terms of the sale, may hold, retain, possess and dispose of such items
in its own absolute right without further accountability, and as purchaser
at such sale, in paying the purchase price, may turn in any note or notes
held by Secured Party in lieu of cash up to the amount that would, upon
distribution of the net proceeds of such sale in accordance with
Subparagraph 7.3(c) hereof, be payable to Secured Party. In the event that
the amount so payable thereon shall be less than the amount due thereon,
the note or notes turned in (in lieu of cash) shall be returned to the
holder thereof after being properly stamped to show the partial payment
effected by such purchase.
(b) Pledgor recognizes that Secured Party may be unable to effect a
sale to the public of all or a part of the Pledged Securities by reason of
prohibitions contained in applicable securities laws, but may be compelled to
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resort to one or more sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such Pledged Securities for
their own account, for investment and not with a view to the distribution or
resale thereof. Pledgor agrees that sales so made may be at prices and other
terms less favorable to the seller than if such Pledged Securities were sold to
the public, and that Secured Party has no obligation to delay sale of any such
Pledged Securities for the period of time necessary to permit the issuer of such
Pledged Securities to register the same for sale to the public under applicable
securities laws. Pledgor agrees that negotiated sales made under the foregoing
circumstances shall be deemed to have been made in a commercially reasonable
manner.
(c) In all sales of Pledged Securities, public or private, Secured
Party shall apply the proceeds received to the payment of the Obligation,
whether or not then due, in the order and manner provided in the Credit
Agreement.
7.4 Secured Party shall have the right, for and in the name, place and
stead of Pledgor, to execute endorsements, assignments or other instruments of
conveyance or transfer with respect to all or any of the Pledged Securities and
any instruments, documents and statements that Pledgor is obligated to furnish
or execute hereunder. Pledgor shall execute and deliver such additional
documents as may be necessary to enable Secured Party to implement such right.
7.5 Pledgor shall pay all costs and expenses, including without limitation
court costs and reasonable attorneys' fees, incurred by Secured Party in
enforcing payment and performance of the Obligation or in exercising the rights
and remedies of Secured Party hereunder. All such costs and expenses shall be
secured by this Agreement and by all other lien and security documents securing
the Obligation. In the event of any court proceedings, court costs and
attorneys' fees shall be set by the court and not by jury and shall be included
in any judgment obtained by Secured Party.
7.6 In addition to any remedies provided herein for an Event of Default,
Secured Party shall have all the rights and remedies afforded a secured party
under the Uniform Commercial Code and all other legal and equitable remedies
allowed under applicable law. No failure on the part of Secured Party to
exercise any of its rights hereunder arising upon any Event of Default or when
such Event of Default is continuing shall be construed to prejudice its rights
upon the occurrence of any other or subsequent Event of Default or continuation
thereof. No delay on the part of Secured Party in exercising any such rights
shall be construed to preclude it from the exercise thereof at any time while
that Event of Default is continuing. Secured Party may enforce any one or more
rights or remedies hereunder successively or concurrently. By accepting payment
or performance of any of the Obligation after its due date, Secured Party shall
not thereby waive the agreement contained herein that time is of the essence,
nor shall Secured Party waive either its right to require prompt payment or
performance when due of the remainder of the Obligation or its right to consider
the failure to so pay or perform an Event of Default.
8. MISCELLANEOUS PROVISIONS
8.1 The acceptance of this Agreement by Secured Party shall not be
considered a waiver of or in any way to affect or impair any other security that
Secured Party may have, acquire simultaneously herewith, or hereafter acquire
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for the payment or performance of the Obligation, nor shall the taking by
Secured Party at any time of any such additional security be construed as a
waiver of or in any way to affect or impair the right, interest, or priority
granted herein; Secured Party may resort, for the payment or performance of the
Obligation, to its several securities therefor in such order and manner as it
may determine.
8.2 Pledgor waives and agrees not to assert: (i) any right to require
Secured Party to proceed against any Borrower, to proceed against or exhaust any
other security for the Obligation, to pursue any other remedy available to
Secured Party, or to pursue any remedy in any particular order or manner; (ii)
the benefits of any statute of limitations affecting the enforcement hereof;
(iii) the benefits of any legal or equitable doctrine or principle of
marshalling; (iv) demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment,
relating to the Obligation; and (v) any benefit of, and any right to participate
in, any other security now or hereafter held by Secured Party.
8.3 This Agreement shall be governed by and construed in accordance with
the substantive laws (other than conflict laws) of the State of Arizona, except
to the extent Secured Party has greater rights or remedies under Federal law,
whether as a national bank or otherwise, in which case such choice of Arizona
law shall not be deemed to deprive Secured Party of any such rights and remedies
as may be available under Federal law. Each party consents to the personal
jurisdiction and venue of the state courts located in Maricopa County, State of
Arizona in connection with any controversy related to this Agreement, waives any
argument that venue in any such forum is not convenient and agrees that any
litigation initiated by any of them in connection with this Agreement shall be
venued in the Superior Court of Maricopa County, Arizona. The parties waive any
right to trial by jury in any action or proceeding based on or pertaining to
this Agreement or any of the Credit Documents.
8.4 No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement executed
by Pledgor and a duly authorized officer of Secured Party.
8.5 This is a continuing agreement, which shall remain in full force and
effect until actual receipt by Secured Party of written notice of its revocation
as to future transactions and shall remain in full force and effect thereafter
until all of the Obligation incurred before the receipt of such notice, and all
of the Obligation incurred thereafter under commitments extended by Secured
Party before the receipt of such notice, shall have been paid and performed in
full.
8.6 No setoff or claim that Pledgor now has or may in the future have
against Secured Party shall relieve Pledgor from paying or performing its
obligations hereunder.
8.7 Time is of the essence hereof. When used in the singular, "Borrower"
shall mean individually any signatory, now or hereafter, to the Credit
Agreement. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their heirs, personal representatives, successors and
assigns. The term "Secured Party" shall include not only the original Secured
Party hereunder but also any future owner and holder, including pledgees, of
note or notes evidencing the Obligation. The provisions hereof shall apply to
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the parties according to the context thereof and without regard to the number or
gender of words or expressions used.
8.8 All notices required or permitted to be given hereunder shall be given
in accordance with the applicable provisions of the Credit Agreement.
8.9 This Agreement may be executed in multiple counterparts, each of which,
when so executed, shall be deemed an original but all such counterparts shall
constitute but one and the same agreement.
8.10 A carbon, photographic or other reproduced copy of this Agreement
and/or any financing statement relating hereto shall be sufficient for filing
and/or recording as a financing statement.
8.11 All advances of principal under the Note shall be made to Borrowers
subject to and in accordance with the terms thereof. It is not necessary for
Secured Party to inquire into the powers of any Borrower or the officers,
directors, partners or agents acting or purporting to act on its behalf. Pledgor
is and shall continue to be fully informed as to all aspects of the business
affairs of the Borrowers that it deems relevant to the risks it is assuming and
hereby waives and fully discharges Secured Party from any and all obligations to
communicate to Pledgor any facts of any nature whatsoever regarding the
Borrowers and the Borrowers' business affairs.
8.12 Pledgor authorizes Secured Party, without notice or demand, without
the necessity for any additional endorsements, and without affecting the
obligations of Pledgor hereunder or the personal liability of any person for
payment or performance of the Obligation and without affecting the lien or the
priority of the Pledged Securities, from time to time, at the request of any
person primarily obligated therefor, (i) to renew, compromise, extend,
accelerate or otherwise change the time for payment or performance of, or
otherwise change the terms of, all or any part of the Obligation, including
increase or decrease any rate of interest thereon; (ii) take and hold other
security for the payment or performance of the Obligation and enforce, exchange,
substitute, subordinate, waive or release any such security; (iii) join in any
extension or subordination agreement; or (iv) release any part of the Pledged
Securities from this Agreement.
8.13 Each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be void or invalid, the same shall not affect the remainder
hereof which shall be effective as though the void or invalid provision had not
been contained herein.
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IN WITNESS WHEREOF, these presents are executed as of the date indicated
above.
GLOBAL ENTERTAINMENT CORPORATION, a
Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
to COMERICA BANK, a Michigan corporation, (____) shares of CRAGAR INDUSTRIES,
INC., a Delaware corporation (the "COMPANY"), represented by certificate number
___ in the name of the undersigned on the books of the Company.
The undersigned does hereby irrevocably constitute and appoint any person
acting on behalf of the Company as attorney to transfer said shares on the books
of the Company with full power of substitution in the premises.
Dated as of November __, 2004.
GLOBAL ENTERTAINMENT CORPORATION, a
Nevada corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
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