EXHIBIT 10.28
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (the "Agreement") is made and given as of the 2nd
day of August 2001, by INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC., a South
Carolina corporation (the "Debtor"), to RICE STREET ASSOCIATES, LLC (the
"Secured Party").
WITNESSETH:
WHEREAS, the Secured Party has loaned on the date hereof all or a portion
of the sum of $300,000.00 to the Debtor as evidenced by Schedule A to that
certain Promissory Note of the Debtor to the Secured party dated the date hereof
(the "Note") and secured by a security interest in the property described in
Exhibit A attached hereto and incorporated herein by reference (collectively the
"Collateral"); and
WHEREAS, the parties hereto contemplate that the Secured Party may lend
additional sums to the Debtor in the future pursuant to the Note or otherwise,
and desire that such contemplated future obligations also be secured by a
security interest in the Collateral.
NOW, THEREFORE, for and in consideration of the premises hereof, the
promises contained hereinafter and other valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the Debtor does hereby grant unto
the Secured Party the security interests hereinafter described in accordance
with the terms and conditions hereinafter set forth.
1. Grant of Security Interest. Debtor hereby pledges and grants to the
Secured Party a continuing security interest in the Collateral to secure payment
and performance of all of the Secured Obligations, as defined in Section 2
hereinbelow, of Debtor.
2. Secured Obligations. The obligations of the Debtor secured by this
Agreement (collectively the "Secured Obligations") shall consist of the
obligations of the Debtor under the Note and any and all other debts,
obligations and liabilities of the Debtor to the Secured Party arising on and
after the date hereof.
3. Default and Remedies. The failure to pay or perform any of the Secured
Obligations (at the expiration of the applicable grace period therein set forth,
if any) shall constitute an event of default hereunder (the "Default"). Upon the
occurrence of any such Default, the Secured Party may, at the option of the
Secured Party, seek any one or more of the remedies as provided under the
Uniform Commercial Code.
4. Cumulative Rights. The rights, powers and remedies of the Secured Party
under this Security Agreement shall be in addition to all rights, powers and
remedies given to the Secured Party by virtue of any statute, rule of law, or
agreement, all of which rights, powers and remedies shall be cumulative and may
be exercised successively or concurrently without impairing the Secured Party's
security interest in the Collateral.
5. Waiver. Any forbearance or failure to delay by the Secured Party in
exercising any right, power or remedy shall not preclude the further exercise
thereof, and every right, power or remedy of the Secured Party shall continue in
full force and effect until such right, power or remedy is specifically waived
in writing executed by the Secured Party. The Debtor waives any right to require
the Secured Party to proceed against any person or to exhaust any Collateral or
to pursue any remedy in the Secured Party's power.
6. Binding Effect. This Security Agreement shall (i) be binding upon
Debtor, its successors and assigns, and (ii) inure to the benefit of the Secured
Party and the Secured Party's respective heirs, successors, and assigns.
7. Severability. The illegality, invalidity, or unenforceability of this
Security Agreement shall not render illegal, invalid or unenforceable any other
provision hereof.
8. References. The singular includes the plural. If more than one person
executes this Security Agreement, the term Debtor shall be deemed to refer to
each of the undersigned as well as to all of them, and their obligations and
agreements hereunder shall be joint and several.
9. Choice of Law. This Security Agreement shall be construed in accordance
with and governed by the laws of the State of South Carolina and, where
applicable and except as otherwise defined herein, terms used herein shall have
the meanings given them in the South Carolina Uniform Commercial Code.
10. Notices. All demands, notices and other communications provided for
hereunder shall be in writing and addressed to the respective party at the
address of such party specified below. All such demands, notices and other
communications shall be effective upon the first to occur of the following: (i)
upon receipt by the party to whom such notice, request, approval, consent,
demand, or other communication is being given; or (ii) three (3) business days
after being duly deposited in the United States Mail, registered or certified,
return receipt requested, and addressed as follows:
SECURED PARTY: Rice Street Associates, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
ATTN: M. B. Xxx
DEBTOR: Integrated Business Systems and Services, Inc.
000 Xxxxxx Xxx, Xxxxx 000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
ATTN: Xxxxx X. Xxxxxxx
The parties hereto may change their respective addresses by notice in
writing given to the other parties to this agreement.
IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to be
duly executed as of the date first above written.
DEBTOR: INTEGRATED BUSINESS SYSTEMS AND SERVICES , INC.
By:/s/ XXXXX X. XXXXXXX
---------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
EXHIBIT A
to
August 2, 2001 Security Agreement of
Integrated Business Systems and Services, Inc. (the Debtor)
to
Rice Street Associates, LLC
COLLATERAL
The collateral consists of all of the assets and rights of the Debtor,
whether now owned or hereafter acquired and wherever located, including without
limitation, (i) all accounts (as defined in the South Carolina Uniform
Commercial Code (the "UCC")) of the Debtor (the "Accounts"); (ii) all furniture,
fixtures, machinery, apparatus and equipment of the Debtor (collectively the
"FF&E"); (iii) all inventory (as defined in the UCC) of the Debtor (the
"Inventory"); (iv) all personalty, goods, files, documents, correspondence,
contracts, instruments and intangibles of the Debtor; (v) all proprietary and
intellectual property and rights therein of the Debtor, including patents,
patents pending, copyrights, licenses, trademarks, trade names and service
marks, as well as all source and object codes, routines and sub-routines,
software and all computer programs, tapes, discs, flow charts or similar or
related media of the Debtor, including any of such media which contain
information identifying or pertaining to any of the Accounts, FF&E, and
Inventory or which are otherwise necessary or helpful in the realization thereon
or the collection thereof; and (vi) all proceeds of any of the foregoing,
whether tangible or intangible.
