Exhibit 10.62
AMENDED PLEDGE AGREEMENT
This Amended Pledge Agreement (the "Agreement") is made and entered into
effective as of December 2, 1997 (the "Effective Date"), between Polyphase
Corporation ("Pledgor"), and Xxxxxx Xxxxx ("Secured Party").
W I T N E S S E T H:
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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 "Renewal Note"); and
WHEREAS the $11,200,000.00 Renewal Note has been modified, renewed and
extended pursuant to the terms of the 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 been modified, renewed and
extended pursuant to the terms of the 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) (the "$12,842,916.00
Renewal Note"); and
WHEREAS, the $12,842,916.00 Renewal Note has been modified, renewed and
extended pursuant to the terms of a renewal promissory note dated December 2,
1997 in the principal amount of Fourteen Million Three Hundred Eighty Seven
Thousand Six Hundred Seven Dollars and 00/100 ($14,387,607.00) (the "$14 Million
Note"); and
WHEREAS, there was a clerical error in the $14 Million Note and the principal
amount of such note should be Fourteen Million Three Hundred Forty One Thousand
Two Hundred Fifty Six and No/100 ($14,341,256.00) (the $14.3 Million Note); 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, as amended, (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 $14.3 Million Note and this not is given to correct the clerical error in
the $14 Million Note;
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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. The Pledge Agreement, as amended, shall continue to secure (i) the
full and punctual payment and performance of all indebtedness, liabilities and
obligations now owed or hereafter owing by Pledgor to Secured Party (the
"Secured Obligations") including those under the $14.3 Million Note, (ii) full
and punctual performance of all the obligations of Pledgor to the Secured
Party under the terms of the Stock Purchase Agreement and (iii) the payment to
Secured Party of a fee of $150,000.00 on April 6, 1997 pursuant to the letter
agreement dated December 4, 1997 between Pledgor and Secured Party.
2. Except as otherwise provided herein, all terms, covenants and
conditions contained in the Pledge Agreement, as amended, continue in full
force and effect without modification or alteration.
Executed as of the 2nd day of December, 1997.
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Xxxxxx Xxxxx
POLYPHASE CORPORATION
By
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Xxxxxxx X. Xxxxxxx
Senior Vice President
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