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EXHIBIT 10.19
XXXX OF SALE
For $6.0 million, Gulf Northern Transport, Inc. ("Seller") hereby sells,
assigns and transfers to One Way Logistics, Inc. ("Buyer") all of the right,
title and interest in and to the equipment described on the attached listing
(the "Assets").
This instrument is a transfer and conveyance by Seller to Buyer of good
and transferable title to said Assets free and clear of all liens, security
interests, charges and encumbrances, other than as previously disclosed to
Buyer. The Seller hereby covenants and agrees to warrant and defend title to
said Assets against any and all persons whatsoever.
Dated: As of December 31, 1999
GULF NORTHERN TRANSPORT, INC.
BY:
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PROMISSORY NOTE
$6,000,000 DECEMBER 31, 1999
FOR VALUE RECEIVED, One-Way Logistics, Inc. (the "Debtor"), hereby
promises to pay to Gulf Northern Transport, Inc. (hereinafter referred to as the
"Payee"), Six Million Dollars ($6,000,000), together with interest on the unpaid
principal balance at a rate of nine percent (9%) per annum, payable in 48
consecutive equal monthly payments of principal and interest in the amount of
$149,310.25 on the first day of each month beginning February 1, 2000, and
continuing until the entire indebtedness is fully paid. Debtor shall have the
right to prepay this Note without penalty or charge of any kind.
If any deficiency in the payment of any installment under this Note is
not made good prior to ten (10) days after same becomes due and payable, the
entire balance and accrued interest shall at once become due and payable at the
option of the holder of this Note upon written notice to Debtor. Failure to
exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default.
Presentment, demand and protest, and notices of protest, dishonor, and
non-payment of this Note and all notices of every kind are hereby waived.
No single or partial exercise of any power hereunder shall preclude the
other or further exercise thereof or the exercise of any other power. No delay
or omission on the part of the holder hereof in exercising any right hereunder
shall operate as a waiver of such right or of any other right under this Note.
This Note shall be deemed to be a contract made under the laws of the
State of South Carolina.
DEBTOR:
ONE-WAY LOGISTICS, INC.
BY:
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TITLE:
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SECURITY AGREEMENT
THIS SECURITY AGREEMENT dated December 31, 1999 by and between ONE WAY
LOGISTICS, INC., (herein called the "Debtor") and GULF NORTHERN TRANSPORT, INC.
(herein called the "Lender");
In consideration of the mutual covenants herein contained, and other good and
valuable consideration, the parties hereto agree as follows:
SECTION ONE
THE SECURITY INTEREST
The Debtor hereby grants to the Lender, as the Secured Party hereunder, a
security interest in the collateral described in Exhibit A attached hereto and
made a part hereof (the "Collateral") to secure the indebtedness of Debtor to
Lender under a certain Promissory Note dated the date hereof (the "Note") in the
principal amount of $6,000,000 (the "Liabilities").
SECTION TWO
COVENANTS AND REPRESENTATIONS
The Debtor covenants and represents as follows:
SECTION 2.1. OWNERSHIP. The Debtor is and shall continue to be
the owner of the Collateral free of any lien or encumbrances
(except of the Lender) and will defend same against all adverse
claims and demands.
SECTION 2.2. POSSESSION. Unless the Lender demands possession or agrees
otherwise, the Debtor shall have possession of the Collat eral in trust for the
Lender and shall not sell, lease, encumber or dispose of the Collateral.
SECTION THREE
EVENTS OF DEFAULT AND REMEDIES
SECTION 3.1. EVENTS OF DEFAULT. The failure by Debtor to pay any of the
Liabilities within when due, or actual or constructive termination of the agency
relationship between Debtor and Lender, shall constitute a default hereunder and
under the Note.
SECTION 3.2. RIGHTS AFTER DEFAULT. Upon occurrence of any event of default and
failure of Debtor to cure such default within ten (10) days after notice of such
default by Lender, all the Liabilities, at the option of the Lender, and
without any notice or demand, shall become due and payable immediately and
Lender shall enjoy all rights and remedies for default provided by law and in
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this or any other instrument of the Debtor to the Lender or to which the Debtor
and the Lender are parties. The Lender may require the Debtor to assemble the
Collateral and to make it available to the Lender at any convenient place
designated by the Lender, which the Debtor hereby agrees to do. At any time or
times after the Liabilities become due, the Lender is empowered to collect,
sell, assign, transfer, set over and deliver the whole or any part of the
Collateral, as may be appropriate, at public or private sale, either for cash or
on credit or for future delivery, without assumption or credit risk, without
demand, advertisement, or notice, which are hereby expressly waived, unless
prohibited by law, and at any such sale the Lender may become the purchaser of
the whole or any part of the collateral, discharged from any right of
redemption. Upon any such sale, after deducting all costs and expenses of every
kind, the residue of proceeds thereof may be applied as the Lender may determine
toward the payment of any or all of the Liabilities, whether due or not due,
returning the surplus, if any, to the Debtor, and the Debtor shall be and remain
liable to the Lender for any and every deficiency after application of such
proceeds as aforesaid. The Lender is authorized to trans fer into its own name
or that of its nominee, at any time and from time to time, any or all of the
collateral. The Lender shall not be bound to take any steps to preserve any
rights in the Collateral against prior parties which the Debtor hereby assumes
to do and the Lender shall have exercised reasonable care in the custody and
preservation of the Collateral if it takes such action for that purpose as the
Debtor may reasonably request, but no omission to comply with any such request
shall be deemed a failure to exercise reasonable care.
SECTION FOUR
MISCELLANEOUS
SECTION 4.1. WAIVER. The Lender shall not be deemed to have waived any of its
rights hereunder or in the Collateral (or any part thereof) unless such waiver
is in writing, and no delay or omission by the Lender in exercising any right
shall operate as a waiver thereof or of any other rights. The Lender may permit
the Debtor to remedy any default without waiving the default so remedied and
the Lender may waive any default without waiving any other subsequent or prior
default by the Debtor.
SECTION 4.2. NOTICES. Written notice, when required by law, sent to the address
of the Debtor at least 10 calendar days (counting the day of sending) before the
date of a proposed disposition of the Collateral is reasonable notice.
SECTION 4.3. TERM. This Agreement and the security interest in the Collateral
created hereby shall terminate when the Liabilities have been paid in full
Lender relating to the Liabilities have
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terminated, and prior to such payment and termination, this shall
be a continuing agreement.
SECTION 4.4. EXECUTION OF DOCUMENTS. The Debtor will execute all necessary
documents to accomplish the purpose hereof, including financing statements
required to perfect and continue the validity of the security interest of the
Lender hereunder.
SECTION 4.5. GOVERNING LAW. This Agreement shall be deemed to be
a contract made under and shall be construed in accordance with the
internal laws of the state of South Carolina.
SECTION 4.6. REPORTS. Debtor shall promptly provide to the Lender
any financial information of the Debtor reasonably requested by
Lender.
IN WITNESS WHEREOF, the parties have cause this Security Agreement to be
executed on December 31, 1999.
ONE WAY LOGISTICS, INC. GULF NORTHERN TRANSPORT, INC.
BY: BY:
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Xxxx Xxxxx, President Xxxxx Xxxxxx, President
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EXHIBIT A
The following property of the Debtor and any and all additions, substitutions,
accessions, proceeds and products thereto or thereof: all of the Debtor's
property, tangible or intangible, now or hereafter existing and wherever
located, including, without limitation, all of its inventory, goods, materials,
machinery, motor vehicles, trailers, equipment, accounts, accounts receivable,
contracts rights, chattel paper, instruments, software programs, specifications,
source code, engineering designs, trade secrets and other proprietary
technology, notes, memoranda, drawings and other data, general intangibles,
computer hardware and peripheral equipment, and all other assets of any kind now
existing or hereafter arising.
