PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Agreement") is made and entered into on the
15 of November 2002 by and between TMGLJ, INC., a Utah corporation
(formerly TMJ, Inc.), T & G DEVELOPMENT, LTD., a Utah limited partnership
and WAS, INC., a Utah corporation (collectively the "Pledgors") and ▇▇▇
▇▇▇▇▇, an individual ("Pledgee").
R E C I T A L S
WHEREAS, contemporaneously with the execution of this Pledge Agreement,
Pledgee loaned Voyager Entertainment International, Inc., a North Dakota
corporation (the "Company") an amount not to exceed the sum of TWO MILLION
FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $2,500,000) evidenced by a
Revolving Promissory Note (the "Note") of even date attached hereto as
Exhibit A and incorporated herein by this reference;
WHEREAS, Pledgors are the sole and exclusive owner the following units
of Boston Capital Tax Credit Fund IV, L.P. - Series 28:
TMGLJ, Inc. - 7,500.00000
T & G Development - 20,500.00000
WAS, Inc. - 21,400.00000
which are fully paid for in the amount of FOUR HUNDRED NINETY-FOUR DOLLARS
AND NO CENT ($494,000.00) and with a tax credit balance of THREE HUNDRED
NINETY-ONE SEVEN HUNDRED SEVEN DOLLARS AND NINETEEN CENTS ($391,707.19) and
non-assessable (the "Pledged Units).
WHEREAS, in consideration for and as an inducement to Pledgee making the
loan to the Company, Pledgors have agreed to transfer, convey and assign the
Pledged Units to Pledgee, to be held by Pledgee as collateral and security
for the timely payment, performance and discharge by the Company of not more
than FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $500,000) under the
terms of the Revolving Promissory Note(the "Obligations") .
WHEREAS, this continuing Agreement sets forth (i) the terms and
conditions under which the Pledged Units are pledged as collateral and
security for the performance of the Obligations, and (ii) the other terms and
conditions with respect to the Pledgee and Pledgors that are to exist during
the term of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth in this Agreement, and as collateral and security for the
full, complete and prompt payment, performance and discharge of the
Obligations, the parties agree as follows:
1. Pledge of Pledged Units. Pledgors hereby pledge and hypothecate
all of Pledgors' right, title and interest, legal and equitable, in and to
the Pledged Units, and hereby agree to cause to be delivered to the law firm
of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇ (the "Trustee"), to be held in trust pursuant to the
terms and conditions of this Agreement, with assignments as may be necessary
with all of the powers and privileges granted to Pledgor with respect to the
Pledged Units.
2. Pledgors' Representations. Pledgors hereby further represent and
warrant to Pledgee as follows:
2.1. Pledgors have good and marketable title to the Pledged Units,
free of all security interests, liens, claims, charges and encumbrances of
any nature whatsoever.
2.2. There is no restriction upon the right of Pledgors to transfer
the Pledged Units to Pledgee in accordance with this Agreement, and the
execution, deliver and performance by Pledgors of this Agreement, and the
execution, deliver and performance by Pledgors of this Agreement will not
violate, conflict with, result in a breach of, or constitute a default under,
any agreement or instrument to which Pledgors are a party or by which
Pledgors are bound, nor result in the creation or imposition of any lien
charge or encumbrance upon the Pledged Units except as provided herein, nor
violate any judgment, decree, order or award of any court, governmental body
or arbitrator, or any applicable law, rule or regulation.
3. Pledgors' Covenants. Pledgors hereby covenant and agree that:
3.1. During the effective period of this Pledge, Pledgor shall not
make or suffer to be made any pledge, hypothecation, mortgage, lien, charge,
option or encumbrance of any kind on or affecting the Pledged Units, except
the lien and security interest created by this Agreement.
3.2. The security interest and lien of Pledgee granted pursuant to
this Agreement in and to the Pledged Units is a prior, valid, effective and
perfected first priority security interest and lien against the Pledged
Units.
4. Covenants. Pledgors hereby covenant and warrant that, during the
term of this Agreement, Pledgors shall not sell, redeem or transfer any of
the Pledged Units, nor shall Pledgee make or suffer to be made any pledge,
hypothecation, mortgage, lien, charge, option or encumbrance of any kind on
or affecting the Pledged Units, except as expressly provided herein. Pledgee
agrees that so long as the Company is current on the Obligations that any
cash credits that may become available while the Pledged Units are held by
the Trustee may be used by Pledgors.
5. Voting Rights. Pledgors shall retain all rights to vote the
Pledged Units during the effective period of this Agreement for so long as
the Company is not in default hereunder the Obligations.
6. Default; Remedies. If the Company fails to pay, perform or
discharge any of the Obligations, (any such failure is referred to herein as
a "Default") Pledgee may (but shall not be obligated to) immediately or at
any time thereafter:
6.1. Request in writing to the Trustee that the Pledged Units be
forwarded to the Pledgee in satisfaction of all of the Obligations; or
6.2. Exercise any and all rights and remedies with respect to the
Pledged Units or any part thereof available to a secured party upon default
under the Uniform Commercial Code as in effect of the State of Utah and all
other legal or equitable remedies provided by the laws of the State of Utah.
7. Termination. This Agreement and the lien and security interest
granted hereby shall terminate upon (i) the payment by the Company of all
principal, interest and any other sums due and owing under the Obligations,
or (ii) written agreement of all parties hereto. Upon termination, Pledgee
shall immediately reassign and deliver to Pledgors, against receipt, all of
the Pledged Units, together with appropriate instruments of reassignment and
release.
8. Miscellaneous.
8.1. Controlling Law. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement, shall be governed
by and construed in accordance with the laws of the State of Utah.
8.2. Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received when delivered
against receipt or when deposited in the United States mails, first class
postage prepaid, addressed as set forth below.
If to Pledgors: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇. ▇▇▇▇▇
If to Pledgee: ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With copies to:
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.
[Remainder of page left intentionally blank.]
IN WITNESS WHEREOF, the undersigned has duly caused this Agreement to be
executed and delivered as of the date first written above.
PLEDGORS: TMGLJ, INC., a Utah corporation
(formerly TMJ, Inc.)
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its_________________________________
T & G DEVELOPMENT, LTD., a Utah
limited partnership
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its_________________________________
WAS, INC., a Utah corporation
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
PLEDGEE:
/s/ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
TRUSTEE:
▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇, a Utah limited
liability company
By /s/
Its Manager