EXHIBIT 99.5
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of Aug 1, 2003 (together with
all amendments, if any, from time to time hereto, this "Agreement") between
Xxxxxx XxXxxxxx and Xxxx Xxxxxxx, each an individual (collectively the
"Pledgor") and Xxxxxxx X. Xxxxx, III, as Trustee of the Xxxxxxx X. Xxxxx III
Revocable Trust dated October 9, 2001, a trust (the "Lender").
W I T N E S S E T H:
WHEREAS, Lender has agreed to make a loans to THIRD MILLENIUM
INDUSTRIES, INC. (the "Borrower"), in the aggregate principal amount of $385,000
(the "Loan");
WHEREAS, Pledgor is the record and beneficial owner of the
equity interests listed on Schedule I hereto;
WHEREAS, each of the individuals constituting Pledgor will
benefit directly from the credit facilities made available to Borrower under the
Loan;
WHEREAS, in order to induce Lender to make the Loan, Pledgor
has agreed to pledge the Pledged Collateral to Lender in accordance herewith;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained and to induce Lender to make Loan, it is agreed
as follows:
1. Definitions. The following shall have (unless otherwise
provided elsewhere in this Agreement) the following respective meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):
"Bankruptcy Code" means title 11, United States Code, as
amended from time to time, and any successor statute thereto.
"Related Documents" means collectively the Note and all other
documents executed by Pledgor or Borrower in connection with the Loan.
"Note" means that certain promissory note dated the date
hereof in the original aggregate principal amount of $385,000 executed by
Borrower in favor of Lender.
"Pledged Collateral" has the meaning assigned to such term in
Section 2 hereof.
"Pledged Entity" means an issuer of Pledged Interests.
"Pledged Interests" means those interests listed on Schedule I
hereto.
"Secured Obligations" has the meaning assigned to such term in
Section 3 hereof.
2. Pledge. Xxxxxxx hereby pledges to Lender, and grants to
Lender, a first priority security interest in all of the following
(collectively, the "Pledged Collateral"):
(a) the Pledged Interests, and all distributions, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Interests; and
(b) any additional equity interests of the Pledged Entity
from time to time acquired by Xxxxxxx in any manner (which Interests shall be
deemed to be part of the Pledged Interests), and all distributions, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Interests.
3. Security for Obligations. This Agreement secures, and the
Pledged Collateral is security for, the prompt payment in full when due, whether
at stated maturity, by acceleration or otherwise, and performance of all
obligations of any kind under or in connection with the Note and the other
Related Documents and all obligations of Xxxxxxx now or hereafter existing under
this Agreement including, without limitation, all fees, costs and expenses
whether in connection with collection actions hereunder or otherwise
(collectively, the "Secured Obligations").
4. Delivery of Pledged Collateral. All instruments, if any,
evidencing the Pledged Collateral shall be delivered to and held by or on behalf
of Lender, pursuant hereto. All Pledged Interests, to the extent evidenced by
instruments or constituting certificated securities, shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Lender.
5. Representations and Warranties. Xxxxxxx represents and
warrants to Lender that:
(a) Xxxxxxx is, and at the time of delivery of the
Pledged Interests to Lender will be, the sole holder of record and the sole
beneficial owner of such Pledged Collateral pledged by Pledgor free and clear of
any lien thereon or affecting the title thereto, except for any lien created by
this Agreement or any other Related Document;
(b) Pledgor has the right and requisite authority to
pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral
pledged by Pledgor to Lender as provided herein;
(c) None of the Pledged Interests have been issued or
transferred in violation of the securities registration, securities disclosure
or similar laws of any jurisdiction to which such issuance or transfer may be
subject;
(d) As of the date hereof, there are no existing options,
warrants, calls or commitments of any character whatsoever relating to the
Pledged Interests;
(e) No consent, approval, authorization or other order or
other action by, and no notice to or filing with, any governmental authority or
any other person is required (i) for the pledge by Pledgor of the Pledged
Collateral pursuant to this Agreement or for the execution,
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delivery or performance of this Agreement by Pledgor, or (ii) for the exercise
by Lender of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement, except
as may be required in connection with such disposition by laws affecting the
offering and sale of securities or equity interests generally;
(f) The pledge, assignment and delivery of the Pledged
Collateral pursuant to this Agreement will create a valid first priority lien on
and a first priority perfected security interest in favor of Lender in the
Pledged Collateral and the proceeds thereof, securing the payment of the Secured
Obligations, subject to no other lien;
(g) This Agreement has been duly authorized, executed and
delivered by Pledgor and constitutes a legal, valid and binding obligation of
Pledgor enforceable against Pledgor in accordance with its terms; and
(h) The Pledged Interests constitute the percentage of
the issued and outstanding equity interests of the Pledged Entity as set forth
on Schedule I.
The representations and warranties set forth in this Section 5
shall survive the execution and delivery of this Agreement.
6. Covenants. Pledgor covenants and agrees that until the Secured
Obligations are paid and performed in full (the "Termination Date"):
(a) Without the prior written consent of Lender, Pledgor
will not sell, assign, transfer, pledge, or otherwise encumber any of its rights
in or to the Pledged Collateral, or any unpaid dividends, interest or other
distributions or payments with respect to the Pledged Collateral or xxxxx x xxxx
in the Pledged Collateral;
(b) Pledgor will, at its expense, promptly execute,
acknowledge and deliver all such instruments and take all such actions as Lender
from time to time may reasonably request in order to ensure Lender the benefits
of the liens in and to the Pledged Collateral intended to be created by this
Agreement, including the filing of any necessary financing statements, which may
be filed by Lender with or (to the extent permitted by law) without the
signature of Pledgor, and will cooperate with Lender, at Pledgor's expense, in
obtaining all necessary approvals and making all necessary filings under
federal, state, local or foreign law in connection with such liens or any sale
or transfer of the Pledged Collateral;
(c) Pledgor has and will defend the title to the Pledged
Collateral and the liens of Lender in the Pledged Collateral against the claim
of any person and will maintain and preserve such liens; and
(d) Pledgor will, upon obtaining ownership of any
additional equity interests or promissory notes or instruments of the Pledged
Entity or equity interests or promissory notes or instruments otherwise required
to be pledged to Lender pursuant to any of the Related Documents, which equity
interests, notes or instruments are not already Pledged Collateral, promptly
(and in any event within three (3) Business Days) deliver to Lender a Pledge
Amendment, duly executed by Pledgor, in form and content acceptable to Lender,
in its sole
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discretion (a "Pledge Amendment") in respect of any such additional equity
interests, notes or instruments, pursuant to which Pledgor shall pledge to
Lender all of such additional equity interests, notes and instruments. Pledgor
hereby authorizes Lender to attach each Pledge Amendment to this Agreement and
agrees that all Pledged Interests listed on any Pledge Amendment delivered to
Lender shall for all purposes hereunder be considered Pledged Collateral.
7. Pledgor's Rights. As long as no default shall have occurred
and be continuing under the Note or any Related Document and until written
notice shall be given to Pledgor in accordance with Section 8(a) hereof:
(a) Pledgor shall have the right, from time to time, to
vote and give consents with respect to the Pledged Collateral, or any part
thereof for all purposes not inconsistent with the provisions of this Agreement
or any other Related Document; provided, however, that no vote shall be cast,
and no consent shall be given or action taken, which would have the effect of
impairing the position or interest of Lender in respect of the Pledged
Collateral or which would authorize, effect or consent to:
(i) the dissolution or liquidation, in whole or
in part, of the Pledged Entity;
(ii) the consolidation or merger of the Pledged
Entity with any other Person;
(iii) the sale, disposition or encumbrance of all
or substantially all of the assets of the Pledged Entity,
except for liens in favor of Lender;
(iv) the issuance of any additional equity
interests of the Pledged Entity; or
(v) the alteration of the voting rights with
respect to the equity interests of the Pledged Entity; and
(b)
(i) Pledgor shall be entitled, from time to
time, to collect and receive for its own use (unencumbered by
the lien created by this Agreement) all cash distributions and
interest paid in respect of the Pledged Interests other than
any and all: (A) distributions and interest paid or payable
other than in cash in respect of any Pledged Collateral, and
instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any
Pledged Collateral; (B) distributions paid or payable in cash
in respect of any Pledged Interests in connection with a
partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in
capital of the Pledged Entity; and (C) cash paid, payable or
otherwise distributed, in respect of principal of, or in
redemption of, or in exchange for, any Pledged Collateral;
provided, however, that
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until actually paid all rights to such distributions shall
remain subject to the lien created by this Agreement; and
(ii) all distributions and interest (other than
such cash distributions and interest as are permitted to be
paid to Pledgor in accordance with clause (i) above) and all
other distributions in respect of any of the Pledged
Interests, whenever paid or made, shall be delivered to Lender
to hold as Pledged Collateral and shall, if received by
Pledgor, be received in trust for the benefit of Lender, be
segregated from the other property or funds of Pledgor, and be
forthwith delivered to Lender as Pledged Collateral in the
same form as so received (with any necessary indorsement).
8. Defaults and Remedies; Proxy.
Upon the occurrence of a default under the Note or any Related Document and
during the continuation of such default, and concurrently with written notice to
Pledgor, Lender (personally or through an agent) is hereby authorized and
empowered to transfer and register in its name or in the name of its nominee the
whole or any part of the Pledged Collateral, to exchange instruments
representing or evidencing Pledged Collateral for instruments of smaller or
larger denominations, to exercise the voting and all other rights as a holder
with respect thereto, to collect and receive all cash dividends, interest,
principal and other distributions made thereon, to sell in one or more sales
after ten (10) days' notice of the time and place of any public sale or of the
time at which a private sale is to take place (which notice Pledgor agrees is
commercially reasonable) the whole or any part of the Pledged Collateral and to
otherwise act with respect to the Pledged Collateral as though Lender was the
outright owner thereof. Any sale shall be made at a public or private sale at
Lender's place of business, or at any place to be named in the notice of sale,
either for cash or upon credit or for future delivery at such price as Lender
may deem fair, and Lender may be the purchaser of the whole or any part of the
Pledged Collateral so sold and hold the same thereafter in its own right free
from any claim of Pledgor or any right of redemption. Each sale shall be made to
the highest bidder, but Lender reserves the right to reject any and all bids at
such sale which, in its discretion, it shall deem inadequate. Demands of
performance, except as otherwise herein specifically provided for, notices of
sale, advertisements and the presence of property at sale are hereby waived and
any sale hereunder may be conducted by an auctioneer or any officer or agent of
Lender. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS Lender AS THE PROXY
AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED INTERESTS, WITH FULL POWER OF
SUBSTITUTION TO DO SO. THE APPOINTMENT OF LENDER AS PROXY AND ATTORNEY-IN-FACT
IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE.
IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED INTERESTS, THE APPOINTMENT OF
LENDER AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL
OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED
INTERESTS WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
MEMBERS, CALLING SPECIAL MEETINGS OF MEMBERS AND VOTING AT SUCH MEETINGS). SUCH
PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND
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WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED
INTERESTS ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING
THE ISSUER OF THE PLEDGED INTERESTS OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT UNDER THE NOTE OR ANY RELATED
DOCUMENT. NOTWITHSTANDING THE FOREGOING, LENDER SHALL NOT HAVE ANY DUTY TO
EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY
FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO. THIS APPOINTMENT SHALL BE
OPERATIVE ONLY IN THE EVENT OF A DEFAULT.
(b) If, at the original time or times appointed for the
sale of the whole or any part of the Pledged Collateral, the highest bid, if
there be but one sale, shall be inadequate to discharge in full all the Secured
Obligations, or if the Pledged Collateral be offered for sale in lots, if at any
of such sales, the highest bid for the lot offered for sale would indicate to
Lender, in its discretion, that the proceeds of the sales of the whole of the
Pledged Collateral would be unlikely to be sufficient to discharge all the
Secured Obligations, Lender may, on one or more occasions and in its discretion,
postpone any of said sales by public announcement at the time of sale or the
time of previous postponement of sale, and no other notice of such postponement
or postponements of sale need be given, any other notice being hereby waived;
provided, however, that any sale or sales made after such postponement shall be
after ten (10) days' notice to Pledgor.
(c) If, at any time when Lender shall determine to
exercise its right to sell the whole or any part of the Pledged Collateral
hereunder, such Pledged Collateral or the part thereof to be sold shall not, for
any reason whatsoever, be effectively registered under the Securities Act of
1933, as amended (or any similar statute then in effect) (the "Act"), Lender
may, in its discretion (subject only to applicable requirements of law), sell
such Pledged Collateral or part thereof by private sale in such manner and under
such circumstances as Lender may deem necessary or advisable, but subject to the
other requirements of this Section 8, and shall not be required to effect such
registration or to cause the same to be effected. Without limiting the
generality of the foregoing, in any such event, Lender in its discretion (x)
may, in accordance with applicable securities laws, proceed to make such private
sale notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall have been
filed under said Act (or similar statute), (y) may approach and negotiate with a
single possible purchaser to effect such sale, and (z) may restrict such sale to
a purchaser who is an accredited investor under the Act and who will represent
and agree that such purchaser is purchasing for its own account, for investment
and not with a view to the distribution or sale of such Pledged Collateral or
any part thereof. In addition to a private sale as provided above in this
Section 8, if any of the Pledged Collateral shall not be freely distributable to
the public without registration under the Act (or similar statute) at the time
of any proposed sale pursuant to this Section 8, then Lender shall not be
required to effect such registration or cause the same to be effected but, in
its discretion (subject only to applicable requirements of law), may require
that any sale hereunder (including a sale at auction) be conducted subject to
restrictions:
(i) as to the financial sophistication and
ability of any Person permitted to bid or purchase at any such
sale;
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(ii) as to the content of legends to be placed
upon any instruments representing the Pledged Collateral sold
in such sale, including restrictions on future transfer
thereof;
(iii) as to the representations required to be
made by each person bidding or purchasing at such sale
relating to that person's access to financial information
about Pledgor and such person's intentions as to the holding
of the Pledged Collateral so sold for investment for its own
account and not with a view to the distribution thereof; and
(iv) as to such other matters as Lender may, in
its discretion, deem necessary or appropriate in order that
such sale (notwithstanding any failure so to register) may be
effected in compliance with the Bankruptcy Code and other laws
affecting the enforcement of creditors' rights and the Act and
all applicable state securities laws.
(d) Pledgor recognizes that Lender may be unable to
effect a public sale of any or all the Pledged Collateral and may be compelled
to resort to one or more private sales thereof in accordance with clause (c)
above. Pledgor also acknowledges that any such private sale may result in prices
and other terms less favorable to the seller than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale
shall not be deemed to have been made in a commercially unreasonable manner
solely by virtue of such sale being private. Lender shall be under no obligation
to delay a sale of any of the Pledged Collateral for the period of time
necessary to permit the Pledged Entity to register such securities for public
sale under the Act, or under applicable state securities laws, even if Pledgor
and the Pledged Entity would agree to do so.
(e) Pledgor agrees to the maximum extent permitted by
applicable law that following the occurrence and during the continuance of a
default under the Note or any Related Document, it will not at any time plead,
claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Agreement, or the absolute sale of the whole or
any part of the Pledged Collateral or the possession thereof by any purchaser at
any sale hereunder, and Pledgor waives the benefit of all such laws to the
extent it lawfully may do so. Pledgor agrees that it will not interfere with any
right, power and remedy of Lender provided for in this Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by Lender of any one or more of such
rights, powers or remedies. No failure or delay on the part of Lender to
exercise any such right, power or remedy and no notice or demand which may be
given to or made upon Pledgor by Lender with respect to any such remedies shall
operate as a waiver thereof, or limit or impair Lender's right to take any
action or to exercise any power or remedy hereunder, without notice or demand,
or prejudice its rights as against Pledgor in any respect.
(f) Pledgor further agrees that a breach of any of the
covenants contained in this Section 8 will cause irreparable injury to Lender,
that Lender shall have no adequate remedy at law in respect of such breach and,
as a consequence, agrees that each and every covenant
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contained in this Section 8 shall be specifically enforceable against Pledgor,
and Pledgor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that the
Secured Obligations are not then due and payable in accordance with the
agreements and instruments governing and evidencing such obligations.
9. Waiver. No delay on Lender's part in exercising any power of
sale, lien, option or other right hereunder, and no notice or demand which may
be given to or made upon Pledgor by Lender with respect to any power of sale,
lien, option or other right hereunder, shall constitute a waiver thereof, or
limit or impair Lender's right to take any action or to exercise any power of
sale, lien, option, or any other right hereunder, without notice or demand, or
prejudice Lender's rights as against Pledgor in any respect.
10. Assignment. Lender may assign, indorse or transfer any
instrument evidencing all or any part of the Secured Obligations, and the holder
of such instrument shall be entitled to the benefits of this Agreement.
11. Termination. Immediately following the Termination Date,
Lender shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the
time subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the liens hereof and, except as
otherwise provided herein, all of Pledgor's obligations hereunder shall at such
time terminate.
12. Lien Absolute. All rights of Lender hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of the Note,
any other Related Document or any other agreement or instrument governing or
evidencing any Secured Obligations;
(b) any change in the time, manner or place of payment
of, or in any other term of, all or any part of the Secured Obligations, or any
other amendment or waiver of or any consent to any departure from any Related
Document or any other agreement or instrument governing or evidencing any
Secured Obligations;
(c) the insolvency of Pledgor or Borrower; or
(d) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, Pledgor.
13. Release. Pledgor consents and agrees that Lender may at any
time, or from time to time, in its discretion:
(a) renew, extend or change the time of payment, and/or
the manner, place or terms of payment of all or any part of the Secured
Obligations; and
(b) exchange, release and/or surrender all or any of the
collateral (including the Pledged Collateral), or any part thereof, by
whomsoever deposited, which is now or may hereafter
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be held by Lender in connection with all or any of the Secured Obligations; all
in such manner and upon such terms as Lender may deem proper, and without notice
to or further assent from Pledgor, it being hereby agreed that Pledgor shall be
and remain bound upon this Agreement, irrespective of the value or condition of
any of the collateral, and notwithstanding any such change, exchange,
settlement, compromise, surrender, release, renewal or extension, and
notwithstanding also that the Secured Obligations may, at any time, exceed the
aggregate principal amount thereof set forth in the Note. Pledgor hereby waives
notice of acceptance of this Agreement, and also presentment, demand, protest
and notice of dishonor of any and all of the Secured Obligations, and promptness
in commencing suit against any party hereto or liable hereon, and in giving any
notice to or of making any claim or demand hereunder upon Pledgor. No act or
omission of any kind on Lender's part shall in any event affect or impair this
Agreement.
14. Reinstatement. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
Pledgor or the Pledged Entity for liquidation or reorganization, should Pledgor
or the Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor's or the Pledged Entity's assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a "voidable
preference," "fraudulent conveyance," or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.
15. Miscellaneous.
(a) Lender may execute any of its duties hereunder by or
through agents or employees and shall be entitled to advice of counsel
concerning all matters pertaining to its duties hereunder.
(b) Pledgor agrees to promptly reimburse Lender for
actual out-of-pocket expenses, including, without limitation, reasonable counsel
fees, incurred by Lender in connection with the administration and enforcement
of this Agreement.
(c) Neither Lender, nor any of its respective officers,
directors, employees, agents or counsel shall be liable for any action lawfully
taken or omitted to be taken by it or them hereunder or in connection herewith,
except for its or their own gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction.
(d) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR),
AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, LENDER AND ITS
SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE
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LAWS OF THE STATE OF MISSOURI APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF
LENDER AND PLEDGOR.
16. Severability. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or effect those portions of
this Agreement which are valid.
17. Notices. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give or
serve upon any other a communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication
shall be in writing and either shall be delivered in person or sent by
registered or certified mail, return receipt requested, with proper postage
prepaid, or by facsimile transmission and confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided herein:
(a) If to Lender, at:
10801 Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Telecopy Number: 000-000-0000
(b) If to Pledgor, at:
c/o Third Millennium Industries, Inc.
0000 Xxxxxxx 00
Xxxxxxxxxxx, Xxxxxxxx 00000
Telecopy Number: ______________________
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly served, given or delivered (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
transmission (with such telecopy or facsimile promptly confirmed by delivery of
a copy by personal delivery or United States Mail as otherwise provided in this
Section 17), (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid, or (d) when delivered, if hand-delivered by
messenger. Failure or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the persons designated
above to receive copies shall in no way adversely affect the effectiveness of
such notice, demand, request, consent, approval, declaration or other
communication.
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18. Section Titles. The Section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
19. Counterparts. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
PLEDGOR: /s/ Xxxxxx XxXxxxxx
--------------------------------------
Xxxxxx XxXxxxxx
/s/ Xxxx Xxxxxxx
--------------------------------------
Xxxx Xxxxxxx
LENDER: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx, III, as Trustee of the
Xxxxxxx X. Xxxxx III Revocable Trust
dated October 9, 2001
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SCHEDULE I
PLEDGED INTERESTS
Pledge by Xxxxxx XxXxxxxx
Pledged Entity Pledged Equity Interests
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Third Millennium Industries, Inc. 175,000 shares of common stock represented by
certificate(s)
No.(s)______________________
Pledge by Xxxx Xxxxxxx
Pledged Entity Pledged Equity Interests
------------------------------------------------------------------------------------------
Third Millennium Industries, Inc. 175,000 shares of common stock represented by
certificate(s)
No.(s)______________________
