EXHIBIT 10.42
AMENDED PLEDGE AGREEMENT
This Amended Pledge Agreement (the "Agreement") is made and entered into
effective as of December 31, 1996 (the "Effective Date"), between Polyphase
Corporation ("Pledgor"), and Xxxxxx Xxxxx ("Secured Party").
WITNESSETH:
WHEREAS, pursuant to the terms of that one certain Stock Purchase Agreement
dated November 22, 1993, as amended by amendments one through four thereto (the
Stock Purchase Agreement, as amended is referred to herein as the "Stock
Purchase Agreement") Pledgor has become the owner of 100,000 shares (the
"Stock") of the issued and outstanding common stock, no par value of Texas
Timberjack, Inc., a Texas corporation (the "Company"), which represents one
hundred percent (100%) of the outstanding shares of the Company; and
WHEREAS, pursuant to the terms of the Stock Purchase Agreement the Pledgor
executed that certain Ten Million and 00/100 Dollar ($10,000,000.00) promissory
note (the "Original Note") made payable to the order of the Secured Party; and
WHEREAS, the Original Note has been modified, renewed and extended pursuant
to the terms of a Renewal Promissory Note dated October 31, 1995 in the
principal amount of Eleven Million Two Hundred Thousand and 00/100 Dollars
($11,200,000.00) (the "$11.2 Million Renewal Note"); and
WHEREAS, the $11,200,000.00 Renewal Note has been modified, renewed and
extended pursuant to the terms of a renewal promissory note dated March 1, 1996
in the principal amount of Eleven Million Eight Hundred Fifty-Five Thousand and
00/100 dollars ($11,855,000.00) (the $11.8 Million Renewal Note); and
WHEREAS, the $11.8 Million Renewal Note has matured and is now being
modified, renewed and extended pursuant to the terms of a renewal promissory
note dated December 31, 1996 in the principal amount of Twelve Million Eight
Hundred Forty-Two Thousand Nine Hundred Sixteen and 00/100 dollars
($12,842,916.00); and
WHEREAS, the Pledgor's obligations to the Secured Party have been secured
pursuant to the terms of a Pledge Agreement dated as June 24, 1994 between
Pledgor and Secured Party (the "Pledge Agreement"); and
WHEREAS, it is the parties intention that the Pledge Agreement shall
continue to secure the obligations of Pledgor to the Secured Party, including
payment of the Renewal Note;
NOW, THEREFORE, in consideration of the foregoing, the covenants and
agreement contained herein, and for Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Section 1.2 of the Pledge Agreement is hereby amended to read in its
entirely as follows:
Section 1.2 Secured Obligations. This Agreement and the security
interest herein created secures (i) the full and punctual payment and
performance of all indebtedness, liabilities and obligations now owed
or hereafter owing by Xxxxxxx to
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Secured Party (the "Secured Obligations") including those under that
certain promissory note executed by Pledgor in favor of Secured Party
in the original principal amount of Twelve Million Eight Hundred Forty-
Two Thousand Nine Hundred Sixteen and 00/100 Dollars ($12,842,916.00)
(the "Note"), as the same may be renewed, extended, modified or amended
from time to time, and (ii) full and punctual performance of all the
obligations of Pledgor to the Secured Party under the terms of the
Stock Purchase Agreement.
2. Section 2.1 of the Pledge Agreement is hereby amended by adding the
following:
(e) Since January 1, 1997 Pledgor has not directly or indirectly sold,
transferred, assigned or conveyed, including by way of merger, any
interest in Overhill Foods, Inc. and since that date, Overhill Foods
has not issued or sold any securities or merged with or into any other
entity.
3. Article 3 of the Pledge Agreement is hereby amended by adding the
following:
Section 3.10 Overhill Farms, Inc. Pledgor agrees that in the event it
directly or indirectly sells, transfers, assigns, or conveys, including
by way of merger, any interest in Overhill Foods, Inc., or if Overhill
Foods, Inc. sells or issues securities of any type or merges with or
into another entity, Pledgor shall at the closing of such sale,
transfer, assignment, conveyance, merger or other transaction, make a
payment of $9,000,000.00 on the Note.
4. Except as otherwise provided herein, all terms, covenants and
conditions contained in the Pledge Agreement continue in full force and effect
without modification or alteration.
Executed as of the 31st day of December, 1996.
___________________________
Xxxxxx Xxxxx
POLYPHASE CORPORATION
By_________________________
Xxxx X. Xxxxxx, President
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