EXHIBIT 10.39
AMENDED PLEDGE AGREEMENT
This Amended Pledge Agreement (the "Agreement") is made and entered into
effective as of October 31, 1995 (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 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
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interest herein created secures (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 that certain promissory note executed by Pledgor in
favor of Secured Party in the original principal amount of Eleven Million Two
Hundred Thousand and 00/100 Dollars ($11,200,000.00) (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. 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 October, 1995.
[Signature of Xxxxxx Xxxxx
appears here]
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Xxxxxx Xxxxx
POLYPHASE CORPORATION
[Signature of Xxxx X. Xxxxxx
appears here]
By ____________________________________
Xxxx X. Xxxxxx
