Exhibit 10.4
SECURITY AGREEMENT
BRIGHT TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred
to as "Debtor") for valuable consideration, receipt of which is hereby
acknowledged, does hereby agree with TEE-COMM TELESERVICES, INC., a Georgia
corporation (hereinafter referred to as "Secured Party") as follows:
W I T N E S S E T H:
In order to secure the payment of any and all indebtedness of Debtor to
Secured Party (whether currently existing or arising in the future),
including a Promissory Note of even date herewith and a contractual obligation
for the purchase price of certain assets in the amount of $1,266,400 (the
"Obligation"), Debtor hereby grants to Secured Party a security interest in
all inventory, furniture, fixtures, furnishings, leases, accounts, contract
rights, licenses, supplies, machinery, equipment, goods, tangible and
intangible personal property of every kind and nature (including additions,
replacements, accessions and proceeds) now and hereafter owned and acquired,
which are used in connection with the operation of its pay telephone
business, said property referred to as the "Collateral".
Debtor hereby convenants and agrees:
(1) To pay any and all indebtedness owed Secured Party, including the
Obligation, when due;
(2) To keep the Collateral in good condition and repair;
(3) To pay all taxes due or to become due on the Collateral;
(4) To make the Collateral available to Secured Party for inspection,
at such time during normal working hours as Secured Party reasonably desires;
(5) To maintain at Debtor's expense hazard, fire, liability and other
casualty insurance and any other insurance as required to fully secure the
obligation to the Secured Party, and duly assign and deliver same to Secured
Party, and Secured Party shall be named as an additional insured and provided
with a Certificate of Coverage;
(6) To keep said Collateral at its present location unless written
notice is given to Secured Party indicating the new location of said
Collateral;
(7) To keep the Collateral free of all liens, levies and security
interests of any kind or nature except as hereafter consented to by Secured
Party;
(8) Not to sell, transfer or otherwise dispose of Collateral except
with the written consent of Secured Party, other than in the ordinary course
of business. Said consent shall not be unreasonably withheld by Secured
Party.
(9) Not to borrow additional funds which may be secured by a lien on
the Collateral without the written consent of Secured Party.
(10) To execute and deliver to Secured Party a new UCC-1 Financing
Statement ready for filing in the appropriate jurisdiction for each new pay
phone which it installs subsequent to the date of this Agreement.
Debtor represents and warrants, and so long as any sum due to Secured
Party under the terms and conditions of the Obligation or this Agreement
remains unpaid shall be deemed continuously to represent and warrant, as
follows: (a) Debtor is the sole owner of all the Collateral free and clear
of all security interests and other encumbrances except the security interest
granted to Secured Party hereunder; (b) the Collateral is used or bought for
its primary and intended purpose of operation of that certain business known
as BRIGHT TECHNOLOGIES, INC., sometimes doing business as "TEE-COMM
TELESERVICES" located in Norcross, Georgia.
Debtor hereby designates and appoints Secured Party the attorney-in-fact
for Debtor for and on behalf of Debtor and at Debtor's expense, to procure
insurance on said Collateral, pay taxes thereon and otherwise comply with the
terms and provisions imposed upon Debtor, if Debtor fails to do so after 10
days written notice; however, nothing herein shall be construed as placing a
duty upon Secured Party to perform such duties or obligations, and any sum so
paid shall become an indebtedness of Debtor to Secured Party and shall draw
interest from the time of said payment at the rate of fifteen percent (15%)
per annum, and any such sum so paid by Secured Party shall be secured by the
Collateral provided for in this Agreement.
Upon default under the Obligation or this Agreement, Secured Party may
take possession of the Collateral and use same in any lawful manner not
inconsistent with this Agreement or with any policy of insurance on the
Collateral.
Time is of the essence of this Agreement. Debtor agrees that if it
should default in the payment of the indebtedness recited above or in any
installment due or to become due thereon, or upon any other indebtedness
which is secured by the Collateral or if it should fail to comply with any
condition, convenant or agreement above set forth or if it should become
insolvent; or if Debtor should suspend business; make an assignment for the
benefit of creditors; apply for an extension from creditors; commit any act
of bankruptcy or insolvency; or a petition in bankruptcy or for
reorganization under the Bankruptcy Act be filed by or against Debtor; or if
Debtor shall seek relief under any federal or state insolvency statute; or if
Debtor transfers or disposes of the Collateral or any part hereof or further
encumbers same or should the Collateral be damaged or destroyed, or should
Secured Party reasonably deem itself insecure, then in any such event the
indebtedness owed Secured Party by Debtor at the option of Secured Party,
upon 10 days written notice to Debtor, an
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the opportunity to cure such default, shall become immediately due and
payable and Secured Party may exercise from time to time any rights and
remedies available to it under applicable law.
Debtor agrees, in case of default, to assemble the Collateral at its own
expense, at a location convenient to Secured Party. Debtor agrees to pay all
costs of collection to Secured Party, including reasonable attorney's fees and
expenses, expenses of any repairs to the Collateral or any real estate or
other property to which the Collateral may be affixed or be a part.
In the event of default, Secured Party or its assigns may pursue the
following remedies: enter and take possession of the Collateral wherever
found; operate and use the Collateral as its own business; collect payments
of Collateral from the Secured Party's customers; without notice, sell the
Collateral wherever found; without notice, sell the Collateral at public or
private sale, acting as agent for Debtor with power to buy at said sale in
its own name; apply all proceeds from the Collateral first to costs of
collection, retaking, storage, preparation and sale, including attorney's
fees and legal expenses, if due, and any balance of such proceeds may be
applied by Secured Party toward the payment of any indebtedness of Debtor to
Secured Party in such order of application as Secured Party may elect, and
finally to Debtor. The rights and remedies herein granted Secured Party are
in addition to those granted by law, including all rights, privileges and
remedies under the Georgia Uniform Commercial Code.
If any notification of intended disposition of any of the Collateral is
required by law, such notification, if given by mail, shall be deemed
reasonably and properly given if mailed at least ten (10) days before such
disposition, postage prepaid, addressed to the Debtor, at the address of the
Debtor appearing on the records of Secured Party. Debtor agrees that Secured
Party shall have the right to assign the security interest evidenced by this
Agreement. Any extension of the time for payment of any indebtedness owed by
Debtor to Secured Party, or the acceptance of only a partial payment of such
indebtedness, or the failure of the Secured Party to enforce the strict
performance on the part of Debtor of any covenant, promises or condition
herein contained or contained in any other document evidencing an
indebtedness owing Secured Party by Debtor, shall not operate a waiver of the
right of the Secured Party thereafter to require that the terms hereof or the
terms of such other documents be strictly performed according to the tenor
thereof. No party to this Agreement shall be discharged from liability to the
Secured Party by reason of the Secured Party extending time for payment of any
indebtedness of Debtor to Secured Party, or by a reason of the Secured
Party's waiver or modification of any terms of any such indebtedness, or of
any terms of this Security Agreement.
This Agreement has been delivered in the State of Georgia and shall be
construed in accordance with the laws of that State. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
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The rights and remedies herein conferred upon the Secured Party shall be
cumulative and not alternative and shall be in addition to and not in
substitution of the rights and remedies conferred by the Uniform Commercial
Code of the State of Georgia. All rights of the Secured Party hereunder shall
inure to the benefit of its successors and assigns; and all obligations of
the Debtor shall bind its directors, agents, officers, successors and assigns.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
on the 13th day of February, 1995.
DEBTOR:
BRIGHT TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx, C.E.O.
ATTEST:
By: /s/ illegible
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SECURED PARTY
TEE-COMM TELESERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, Controller
ATTEST:
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx, Secretary
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