202208292022.08.06 - Pledge Security Agreement (SIGNED).pdf.pdf

PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT ("Agreement") is entered into by and
among Greylock Energy Holdings, LLC, an Idaho limited liability company, and on behalf of
its successors and assigns ("Debtor") and Israel Ray, an unmarried man, and on behalf of his
estate, heirs, successors and assigns (the "Secured Party"), with reference to the following:
RECITALS
A. Effective August 26,2022 (the "Effective Date"), Debtor has executed in favor of
Secured Party a Promissory Note in the principal amount of Three Hundred Sixty-Five Thousand
and 00/100 Dollars ($365,000.00) (the "Note") as payment for all of the Secured Party's
Ownership Interest and/or shares of Atlanta Power Company, Inc., an Idaho corporation (the
"Company"), as more particularly described in that certain Purchase and Sale Agreement dated
contemporaneously herewith between Debtor and Secured Party incorporated herein by this
reference (the "Ownership Interest").
B. To provide security for payment of the Debtor's Note, Debtor has agreed to execute
this Agreement to pledge all income in excess of Idaho Public Utility Commission approved
expenses derived from the Company's sales of electricity for Debtor's performance of the terms
and conditions of the Note, which is attached hereto as Exhibit A, and incorporated herein by this
reference.
C. In accordance with the Note, Debtor and Secured Party enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and with the intent to be legally bound, Debtor and Secured Party agree as follows:
1. Recitals. The foregoing Recitals are true and correct and are incorporated herein
by this reference.
2. Grant of Sale Interest.
(a) Debtor pledges and grants to Secured Party its entire interest and rights to
all income in excess of Idaho Public Utility Commission approved expenses derived from the
Company's sales of electricity.
(b) Subject to the notice and cure provisions of Section 4 below, if Debtor
defaults on its repayment of its obligations under the Note, Debtor shall surrender all income in
excess of Idaho Public Utility Commission approved expenses derived from the Company's sales
of electricity to Secured Party, Notwithstanding the foregoing, upon Debtor's default, Secured
Party, the right to pursue all other remedies available at law against Debtor, and to recover all sums
due and owing Secured Party under the terms of the Note.
PLEDGE AND SECURITY AGREEMENT - I
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(c) This Agreement shall serve as a "Security Agreement" with respect to all
income in excess of Idaho Public Utility Commission approved expenses derived from the
Company's sales of electricity . Debtor and Secured Party shall, with respect to only the secured
interest in all income in excess of Idaho Public Utility Commission approved expenses dervived
from the Company's sale of electericty, have all of the rights and remedies available as set forth
in the Idaho Uniform Commercial Code, and the exercise of any such rights shall be in addition
to, and not in lieu of, all other legal or equitable rights. If applicable, Debtor agrees to execute and
deliver such "Financing Statements," and such further assurances as Secured Party may, from time
to time, reasonably consider necessary to create, perfect and preserve the security interest granted
herein, and Secured Party may cause such statements and assurance to be recorded and filed, at
such times and places, as may be required or permitted by law to so create, perfect and preserve
such security interest.
3. Term of the Pledee. The term of this Agreement shall commence as of the
Effective Date and will continue until Debtor fully satisfies the terms and conditions of the Note
and this Agreement.
4. Notice of Default and Opportunitv to Cure.
(a) Prior to the exercise of any rights and remedies under this Agreement, which
are triggered by Debtor's default of any term and condition of this Agreement or the Note, Secured
Party will provide written notice to Debtor of the alleged default and provide Debtor with thirty
(30) days, effective from the date of delivery or mailing of said written notice, to effect a cure of
the default. If Debtor fails to cure the default within said thirty (30) day period, Secured Party may
proceed to exercise any right or remedy available to him under the terms of the Note, this
Agreement, and applicable law.
(b) Notice of any default shall be sent to Debtor at:
Greylock Energy Holdings, LLC
1166 E. Leighfield Dr.
Meridian, Idaho 83646
5. Attorney's Fees. In any action brought to enforce the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs
from the non-prevailing party.
6. Severabilitv. If any term, covenant, condition or agreement of this Agreement or
the application of it to any person or circumstance shall to any extent be invalid or unenforceable,
the remainder of this Agreement or the application of such term, covenant, condition or agreement
to persons or circumstances, other than those as to which it is invalid or unenforceable, shall not
be affected thereby, and each term, covenant, condition or agreement of this Agreement shall be
valid and shall be enforced to the extent permitted by law.
7. Counternartst Facsimile. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but together which shall constitute one
and the same instrument. An executed version of this Agreement which has been signed and
PLEDGE AND SECURITY AGREEMENT.2
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tnansmisad by faceimilc or othcr Eleotronic or mcchanieal rnsans shnll ba dcEmsd an originrl. At
lhc requctt of eithsr purty, thc pertioo will sontirm c frscimilE tranrmisrion of an $(ecutod
document by rignrng m original documsnt.
S. Mlncellnneous,
{a} ?hir Agrconcnt csnatitutss thc cntirc {grocmcnt botwecn Dobmr and
Sccnrod Prrty with rspect to ite nubjcct msttsr-
(b) Thl* Agrccmcnt mry bc modlffcd only in r wriilng eigncd by bath Dcblsr
and Sacurd Party.
(c) Thio Agrcomcnt chall bc bisdiry upon and *sil inurc to tbe bsaofit of
Dcblor and tccured Perty rnd tlrcir rcrpectivr bcirr, cprccsfltn$vo& rucccssor rnd osaign*.
td) ?his Agrncrncnt shdl bo govcrncd by ond corstnrcd by Sro lswr of thp rtatc
ofldnho"
lN WITNBSS WHEREOF, the psrtica homto have executod $ie Ageenffi ss of this
26th day of Augurt.
..DEBTORD
CREYIOSI( ENEROY HOLDINCS, LLC, an Idaho limitrd liability comprny
By:
Nlcholrr Joner, Prceidsnt
Tirle:
TISECURSD PARTY'
lrrncl Rny
PLEPGE A}.ID SECURITY ASREEMENT.I
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transmitted by facsimile or other electronic or mechanical means shall be deemed an original. At
the request of either party, the parties will confinn a facsimile hansmission of an executed
documentby signing an original document.
8. Miscellaneous.
(a) This Agreement constitutes the entire agreement between Debtor and
Secured Party with respect to its subject matter.
(b) This Agreement may be modified only in a writing signed by both Debtor
and Secured Parfy,
(c) This Agreement shall be binding upon and shall inure to the benefit of
Debtor and Secured Party and &eir respective heirs, representatives, sllccessors and assigns.
(d) This Agreement shall be governed by and construed by the laws of the state
of Idaho.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
26thday of August.
..DEBTOR"
GREYLOCK ENERGY HOLDINGS, LLC, an Idaho limited liability company
By:
Nicholas Jones, President
Gene Haught
Title:
*SECURED PARTY'
Israel Ray
PLEDGE AND SECURITY AGREEMENT - 3
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transmitted by facsimile or other electronic or mechanical means shall be deemed an original, Atthe request of either party, the parties will confirm a facsimile transmission of an Jxecuteddocument by signing an original document.
8. MiscellaneqE.
(a) This Agreement constitutes the entire agreement between Debtor andSecured Party with respect to its subject matter.
(b) This Agreement may be modified only in a writing signed by both Debtorand Secured Pa*y.
(c) This Agreement shall be binding upon and shall inure to the benefit ofDebtor and Secrred Party and their respective heirs, representatives, successors and assigns,
ofldaho.
(d) This Agreement shall be governed. by and constnred by the laws of tho state
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this26thdzy ofAugust.
{.DEBTOR''
GREYLOCK ENERGY HOLDINGS, LLc, an Idaho limited liabiliry company
By:
Jones,
Gene Haught
Title:
..SECIJRED PARTY''
Israel Ray
PLEDGE A}.ID SECURITY AGREBMENT - 3
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EXHIBIT A
PROMISSORY NOTE
PLEDGE AND SECURITY AGREEMENT - 4
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PROMISSORY NOTE
$365,000.00 August 26,2022
Boise,Idaho
FOR VALUE RECEIVED, Greylock Energy Holdings, LLC, an Idaho limited liability
company, its heirs, successors, and assigns (the "Maker"), promises to pay to the order of Israel
Ray, his heirs, successors, and assigns (the "Holder"), at 1 1 140 Chicken Dinner Road, Caldwell,
Idaho 83607, or at such other address as may be specified, the principal sum of Three Hundred
Sixty-Five Thousand and 00/100 Dollars ($365,000.00) in lawful money of the United States,
together with interest at three percent (3%) per annum on the unpaid principal balance from
2022,untilpaid in full.
1. Pavment. This Note shall be paid in equal payments consisting of principal and
interest, amortized over fifteen (15) years (the "Term"), in the amount of Two Thousand Five
Hundred Twenty Dollars and Sixty-Two Cents (52,520.62) per month, commencing
2022, and continuing on the first (l't) day of each calendar month thereafter
until paid in full.
2. Secured Interest. This Note is secured by the security interest, granted to Holder
by Maker under the Pledge and Security Agreement (the "Security Agreement"), a copy of which
is attached hereto as Exhibit A, securing all income in excess of Idaho Public Utility Commission
approved expenses derived from the Company's sales of electricity referred to therein. Maker
warrants and represents to and covenants to Holder that the security interest granted pursuant to
this Note is now and at all times hereafter shall be perfected and have a first priority and there are
no other liens on said property that have an equal or superior right to Holder, the foregoing
notwithstanding, all future security issuances, indebtedness or financial obligation of any nature
incurred by the Company and approved by the Idaho Public Utilities Commission shall have a first
priority position over the Holder's security interest created herein.
3. Pre-pavment. The Maker may pre-pay this Note in its entirety at any time without
penalty. The amount to be paid by Maker for any pre-payment of the entire Note will consist only
of the outstanding principal and accrued interest then due and owing.
(a) In the event Maker pre-pays any portion of the unpaid principal, the monthly
payment shall remain the same, but the Term shall be shortened commensurately.
4. Waiver bv Holder of Note. The failure of Holder to enforce his rights upon any
default shall not constitute a waiver of any such rights or operate, or prospectively operate, to
release or discharge any maker, guarantor or endorser hereof.
5. Late Fee. If a payment is more than fifteen (15) days late, Maker will be charged a
late payment fee of five percent (5%) of the regularly scheduled payment.
6. Default. Maker will be in default of the terms of this Note if:
(a) Maker fails to make a payment when due;
PROMISSORYNOTE - I
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(b) Maker fails to perform promptly at the time and strictly in the manner
provided in this Note or any agreement related to this Note;
(c) any representation or statement made or furnished to the Holder of this Note
by Maker is false or misleading in any material respect;
(d) Maker becomes insolvent, a receiver is appointed for any part of Maker's
property, Maker makes an assignment for the benefit of creditors, or any proceeding is commenced
by or against Maker under bankruptcy or insolvency laws;
(e) any creditor tries to take any of the property on or in which the Holder of
this Note has a pledge and/or security interest; or
(0 any of the events described in this section occur with respect to any
guarantor of this Note.
Upon the occurrence of an event of default, Holder shall provide written notice to Maker
that a default has occurred and request that the default be cured. After receiving such written
request, the default shall be cured by Maker within thirty (30) days. In the event Maker does not
cure a default within said thirty (30) day period, Holder of this Note may declare the entire unpaid
principal and interest immediately due and payable.
7. Remedies. Upon the occurrence of an Event of Default, Holder shall have the
option, without demand or notice, to:
(a) Declare the unpaid principal balance of this Note, all interest accrued
thereon and any other amounts due and payable under the terms of this Note to be immediately
due and payable, and the same shall thereupon become and be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are hereby expressly
waived by Maker;
(b) Foreclose, execute and/or levy upon the liens or security interests securing
the payment of this Note; and
(c) Exercise any and all other rights and remedies available at law or in equity
The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly,
successively or together, at the sole discretion of Holder, and may be exercised as often as occasion
therefor shall arise.
No act, omission, or other failure on the part of Holder or any holder of this Note to exercise
any right, remedy, or recourse hereunder with respect to Maker, whether before or after the
occurrence of an Event of Default, shall constitute waiver or release of any such right, remedy,
recourse, Event of Default or of any other Event of Default by such holder or on behalf of any
other holder; such waiver or release to be effected only through written document executed by
Holder or such holder and then only to the extent specifically recited therein. A waiver or release
with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or
PROMISSORYNOTE. 2
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rclesfe of, any subsoqu*nt righ( rtmedy or rssoune {,s to r *ubrequcnt wlnl No ftilurc to
accsloratc tha dcbt of Mrkw ovldcncsd hocby by rurson of un Evcnt of Dc&ult or indulgeaec
grantcd *om timc 1o timc nhall be conr?ruld to bp a wsivcr of thc rtght to lnrlrt upon Ftu$Ft
ptymcnt thqsnfu, or shdt bc dccmsd to be s novstion of tttis Noe or r ruimtrunmt of such
dcbt rvidenecd hetcby or a waivar of such riglrt of nccclcmtian or any othcr right, or bo ooncb'upd
so as ts pmclude ths exErcigs of eny right nny holder of this Note may h*vc, whethcr by thl hws
of thc juriadiction gov*rning thie Nolc, by sgrccmffit or othcnpiro.
t. A{t$qgd.&n, Excopi as othcrwjsc providcd hcrcln, in addition tro thc sstr and
deodt lwitcd hcrcin cnd contcarplntod ts be pcrformod, Exssut*d, and/or dolivsrcd by any perty,
the pnrtiar hcrsto ogFB to perform, cxssuts aod/or dclivar, or sruso to bc performod, axosutc4
rndlor dclivcrod, *ny rnd sU sush frtrther rste, dsods, a$d assurtnceo tbrt ony psrty ffiey roronably
mquitr tc connrmrurle tho tra*rrction aoniumplaFd hcrcby.
0,. A&Ag:[Efgf.In ony action brought to anfom€ thc torms snd condltlsno of this
Nole, tho prcvniling pcrty ahsll bs sntitlcd to rssovor its rcsaonablc nttomcy'n ftc* snd oorh,frorr
the non-prcvailing prrty,
10. AUlgruU. Tho portie* &gre,c that tbi* Note is not m*ignrblc unlerr mutually
agrcod to in writing by thc partiac. Writrsn *otico of my amignmcnt will bc givrn by tho aaaijning
pnrty io the othrparty.
t l, Amllcrhle Lrw, Thir Notc rhall bc governcd by the lgw $nd dcclrlonr ofthc nttc
of ldaho. Makcrrand Holdgr orch hgcby wrlvc tr{al by jury in any rction or prccooding to whiclr
Mnker or Holddrnry bc pudce, ariring out of, orln,nny way penaining ro thia Nots,
IN Wff!{ESS WHEREOF, the udonigncd hss cxswtsd rnd made cffrEtivc thie
Prcmia*ory NoF on 2022.
MAKER
OREYITOCK ENEROY HOLDINOF, LLC, nn
Idaho limit*d liability comp&ny
By:
Nlchohr Joncr
lls:
Itc:
Pf,OMISSORY HOTE.3
MsllhurlRry" lmd - 2t0tn:t0t5.002 - $rlc of DuCnill {A$snln FBror Clo,}Drnlbu0lil.0l,l6 . Frumlnoq N00r . FlNAl",doEr
release of, any subsequent right, remedy or recourse as to a subsequent event. No failure toaccelerate the debt of Maker evidenced hereby by reason of an Eveni of Default or indulgencegranted from time to time shall be construed to be a waiver of the right to insist upon piomptpayment thereafter, or shall be deemed to be a novation of this Note olr a reinstatement of suchdebt evidenced hereby or a waiver of such right of acceleration or any other right, or be construedso as to preclude the exercise 9f any right any holder of this Note may have, rihether by the lawsof the jurisdiction governing this Note, by agreement or otherwise.
8. Additioqal.dcts. Except as otherwise provided herein, in addition to the acts anddeeds recited herein and contemplated to be performed, executed, and/or delivered by any pafi,the parties hereto agree to perform, execute and./or deliver, or cause to be performed, executed,and/or delivered, any and all such firrther acts, deeds, and assurances that uny p*ty *ay reasonablyrequire to consummate the transaction contemplated hereby.
-9. Attorngv's Fegs. In any action brought to enforce the terms and conditions of thisNote, the prevailing party shall be entitled to recover its reasonable attorney,s fees and costs fromthe non-prevailing party.
- 10. Asqiqltmen!' The parties agree that this Note is not assignable unless mutuallyagreed to in writing by the parties. Written notice of any assignment wi[ bigiven uy tf,r assigniniparly to the other parqy.
- - - - 11. Anulisablg Law' This Note shall be govemed by the laws and. decisions ofthe stateof Idaho. Maker and Holder each hereby waive triaity.lury irany action orproceeding to whichMaker ot Holder may be parties, arising out ofl or in any way peiaining to this Noie.
IN
Promissory
WITNESS WHEREOF, the undersigned
Note on
has executed and made effective this
2022.
l\sv zGrbz?-
MAKER
GREYLOCK ENERGY HOLDINGS, LLC, AN
Idaho limited liability company
By:
Gene Haught
Its:
PROMISSORY NOTE.3
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EXHIBIT A - PLEDGE AND SECTJRITY AGREEMENT
PROMISSORYNOTE - 4
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