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EXHIBIT 4.1.4 XXXXX
SECURITY AGREEMENT
THIS SECURITY AGREEMENT entered into this 3rd day of July, 1996, by and
between XXXXX FREIGHT SERVICES, INC., a Missouri corporation, whose principal
place of business and chief executive office is located at Highway 412 West, P.
O. Xxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (the "Grantor"), and FIRST TENNESSEE BANK
NATIONAL ASSOCIATION, a national banking association whose address is 000
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, Attn: Commercial Finance Division (the
"Bank").
W I T N E S S E T H:
That for good and valuable considerations, the receipt and sufficiency
of which are hereby acknowledged, the Grantor hereby agrees with Bank as
follows:
1. Definitions. (a) Reference is made to the Loan Agreement, bearing
date of the 26th day of July, 1994, as amended ("Loan Agreement"), among X.X.X.
Transport, Inc., an Arkansas corporation (the "Borrower"), X.X.X. Transportation
Services, Inc., a Delaware corporation, as Guarantor, and the Bank, said Loan
Agreement being incorporated herein by reference. All terms used in this
Security Agreement which are defined in the Loan Agreement or in Article 9 of
the Uniform Commercial Code (the "Code") of Tennessee and which are not
otherwise defined herein shall have the same meanings herein as set forth
therein, unless the context shall otherwise require.
(b) "Default" shall mean any event, circumstance or condition which
constitutes, or would, with the giving of notice, lapse of time, or both,
constitute an Event of Default (as that term is defined in the Loan Agreement).
2. Grant of Security Interest. As collateral security for all of the
Obligations (as defined in Section 3 hereof), the Grantor hereby pledges and
assigns to Bank, and grants to Bank a continuing security interest in, the
following (the "Collateral"):
(a) All of the Grantor's accounts, accounts receivable, and
unbilled revenue, whether or not earned by performance (collectively
hereinafter "Accounts Receivable" or "Receivables") whether now or
hereafter existing, arising out of or in connection with the rendering
of transportation services, and all rights now or hereafter existing in
and to all security agreements, leases and other contracts securing or
otherwise relating to any such Accounts Receivable;
(b) All of Grantor's customer lists, original books and
records, ledger and account cards, computer tapes, discs and printouts,
whether now in existence or hereafter created, relating to such
Accounts Receivable;
(c) All proceeds ("Proceeds") of any and all of the foregoing
Collateral. (Although proceeds are covered, Bank does not authorize the
sale or other transfer of any of the Collateral or the transfer of any
interest in the Collateral, except for the sale of goods in the
ordinary course of Grantor's business);
in each case, whether now owned or hereafter acquired by the Grantor and
howsoever its interest therein may arise or appear (whether by ownership, lease,
security interest, claim, or otherwise).
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3. Security for Obligations. The security interest created hereby in
the Collateral constitutes continuing collateral security for all of the
following obligations, whether now existing or hereafter incurred (the
"Obligations"):
(a) The full and prompt payment, when due, of the indebtednesses (and
interest thereon), in the aggregate principal sum of Fifteen Million Dollars
($15,000,000.00), evidenced and to be evidenced by those three (3) certain
promissory notes, one bearing date of the 26th day of July, 1994, and being in
the principal sum of Seven Million Five Hundred Thousand Dollars
($7,500,000.00), one bearing date of the 27th day of June, 1995, and being in
the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00),
and the third note bearing date of the 3rd day of July, 1996, and being in the
principal sum of Five Million Dollars ($5,000,000.00), all of said notes being
executed by the Borrower, and all being payable to the order of Bank, and any
and all renewals, modifications, substitutions, replacements and/or extensions
of any of said notes, in whole or in part;
(b) The due performance and observance by the Grantor and Borrower of
all of their respective covenants, agreements, representations, liabilities,
obligations, and undertakings as set forth herein, or in the Loan Agreement (as
the same may be modified, renewed or extended from time to time) or in any other
instrument or document which now or at any time hereafter evidences or secures,
in whole or in part, all or any part of the Obligations hereby secured; and
(c) The prompt payment and performance of any and all other present and
future indebtednesses, liabilities and obligations of Grantor or Borrower to
Bank of every kind, character, and description, whether now existing or
hereafter created or arising, whether absolute or contingent, due or to become
due, joint or several, matured or unmatured, direct or indirect, primary or
secondary, and including without limitation, all future advances to the Grantor
or Borrower and all obligations of the Grantor or Borrower with respect to any
letters of credit issued at any time by Bank for the benefit of Grantor or
Borrower.
4. Representations and Warranties. The Grantor represents and warrants
as follows:
(a) The Grantor's chief place of business and chief executive office,
the place where the Grantor keeps its records concerning Accounts Receivable and
all originals of all chattel paper which constitute Accounts Receivable are
located at the address specified for the Grantor in the initial paragraph
hereof. None of the Accounts Receivable is evidenced by a promissory note or
other instrument.
(b) (i) Except as otherwise specifically mentioned in EXHIBIT "A,"
hereto attached, the Grantor owns the Collateral free and clear of any
lien, security interest or other charge or encumbrance except for the
security interest created by this Agreement.
(ii) Except for the financing statements filed in favor of
Bank relating to this Agreement, and except for any financing
statements filed with respect to the security interests mentioned in
EXHIBIT "A," hereto attached, no other financing statement or other
instrument similar in effect covering all or any part of the Collateral
is on file in any recording office.
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(c) The exercise by Bank of its rights and remedies hereunder will not
contravene any law or governmental regulation or any contractual restriction
binding on or affecting the Grantor or any of its properties and will not result
in or require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its properties.
(d) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or other regulatory body is required
either for the grant by the Grantor of the security interest created hereby in
the Collateral or for the exercise by Bank of its rights and remedies hereunder.
(e) This Agreement creates a valid security interest in favor of the
Bank in the Collateral. The filing of financing statements with the Arkansas
Secretary of State, the Circuit Court Clerk and Ex-Officio Recorder of
Washington County, Arkansas, the Florida Department of State, the Missouri
Secretary of State and the Recorder of Deeds of St. Xxxxxxx County, Missouri,
will perfect and establish the priority of the Bank's security interest
hereunder in the Collateral, subject to no other existing liens and
encumbrances, except as otherwise specifically disclosed in EXHIBIT "A." Except
as set forth in this Section 4(e), no action is necessary or desirable to
perfect or otherwise protect such security interest.
5. Covenants as to the Collateral. So long as any of the Obligations
shall remain outstanding, unless Bank shall otherwise consent in writing:
(a) Further Assurances. The Grantor will at its expense, at any time
and from time to time, promptly execute and deliver all further instruments and
documents and take all further action that Bank deems necessary or desirable or
that Bank may request in order (i) to perfect and protect the security interest
created or purported to be created hereby; (ii) to enable Bank to exercise and
enforce its rights and remedies hereunder in respect of the Collateral; or (iii)
to otherwise effect the purposes of this Agreement, including, without
limitation: (A) executing and filing such financing or continuation statements,
or amendments thereto, as Bank deems necessary or desirable or that Bank may
request in order to perfect and preserve the security interest created or
purported to be created hereby; (B) furnishing to Bank from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as Bank may reasonably
request, all in reasonable detail; (C) marking conspicuously each chattel paper
included in the Accounts Receivable and, at the request of the Bank, each of its
records pertaining to the Account Receivable with a legend, in form and
substance satisfactory to the Bank, indicating that such chattel paper is
subject to the security interest created hereby; and (D) if any Account
Receivable shall be evidenced by a promissory note or other instrument or
chattel paper, delivering and pledging to the Bank hereunder such note,
instrument or chattel paper duly endorsed and accompanied by executed
instruments of transfer or assignment, all in form and substance satisfactory to
the Bank.
(b) Taxes. The Grantor will pay promptly and before the same become
delinquent all property and other taxes, assessments, and governmental charges
or levies imposed upon, and all claims (including claims for labor, materials,
and supplies) against, the Collateral, except to the extent the validity thereof
is being contested diligently and in good faith by proper proceedings
satisfactory to the Bank.
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(c) Insurance. This Section is intentionally omitted.
(d) As to Receivables.
(i) The Grantor will (A) keep its chief place of business and
chief executive office and all originals of all chattel paper which
constitute Accounts Receivable, at the location(s) specified in
paragraph 4(a) hereof, and (B) maintain and preserve complete and
accurate records concerning the Receivables and the proceeds thereof.
(ii) As of the time any Receivable becomes subject to the
security interest granted by this Security Agreement, including,
without limitation, as of each time any specific assignment or transfer
or identification is made to Bank of any Receivable, Grantor shall be
deemed to have warranted as to each and all of such Receivables that
each Receivable and all papers and documents relating thereto are
genuine and in all respects what they purport to be; that each
Receivable is valid and subsisting and arises out of a bona fide sale
of goods sold and delivered, or in the process of being delivered, or
out of and for services theretofore actually rendered, to the account
debtor named in the Receivable; that the amount of the Receivable
represented as owing is the correct amount actually and unconditionally
owing except for normal cash discounts and is not disputed, and except
for such normal cash discount is not subject to any setoffs, credits,
deductions or counter-charges; that the Grantor is the owner thereof
free and clear of all prior liens, except for the security interest in
favor of Bank and any security interest specifically mentioned in
EXHIBIT "A" hereto attached; and that no surety bond was required or
given in connection with said Receivable or the contracts or purchase
orders out of which the same arose; and that Grantor has no notice of
or reason to believe that the account debtor is subject to any pending
bankruptcy proceeding, insolvency proceeding or operations of any
creditors committee.
(iii) Bank shall have the privilege at any time upon its
request, of inspection during reasonable business hours of any of the
business properties or premises of the Grantor and the books and
records of the Grantor relating to said Receivables and inventory or
the processing or collection thereof as well as those relating to its
general business affairs and financial condition. Bank shall have the
right at any time after the occurrence of a Default, to notify any and
all account debtors to make payment thereof directly to Bank; but,
prior to a Default, and after a Default to the extent Bank does not so
elect, Grantor shall continue to collect the Receivables. Except as the
Bank and the Grantor shall otherwise expressly agree in writing, all
proceeds of collection of Receivables received by the Grantor shall be
forthwith accounted for and transmitted to Bank in the form as received
by the Grantor and shall not be commingled with any funds of the
Grantor. In the event the account debtor of any Receivable included in
this Security Agreement shall also be indebted to the Grantor in any
other respect and such account debtor shall make payment without
designating the particular indebtedness against which it is to apply,
such payment shall be conclusively presumed to be payment on the
Receivable of such account debtor included in this Security Agreement.
Any proceeds of Receivables so transmitted to Bank shall be handled and
administered by Bank in and through a remittance or similar account,
but the Grantor acknowledges that the maintenance of such an account by
Bank is solely for its convenience in facilitating its own operations
pursuant hereto and that Grantor has not and shall not have any right,
title or interest in said account or in the amounts at any time to the
credit thereof.
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Except to the extent Bank may from time to time in its discretion
release proceeds to the Grantor for use in its business, all proceeds
received by Bank shall be applied on the Obligations secured hereby,
whether or not such Obligations shall have by their terms matured, such
application to be made at such intervals as Bank may determine, except
that Bank need not apply or give credit for any item included in such
proceeds until two (2) business days after receipt by Bank of such item
at its Main Office in Memphis, Tennessee. Items received after 2:00
o'clock p.m. on any business day shall be deemed to have been received
the following business day. In administering the collection of proceeds
as herein provided for, Bank may accept checks or drafts in any amount
and bearing any notation without incurring liability to Grantor for so
doing.
(iv) After the occurrence of a Default, Bank shall have the
right, but shall incur no liability for failing to do so, in its own
name, or in the name of the Grantor to demand, collect, receive,
receipt for, xxx for, compound and give acquittance for, any and all
amounts due or to become due on the Receivables, to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the
same extent as Grantor might have done, and to endorse the name of the
Grantor on all commercial paper given in payment or part payment
thereof, and in its discretion to file any claim or take any action or
proceedings which Bank may deem necessary or appropriate to protect and
preserve and realize upon the security interest of Bank in the
Receivables and the proceeds thereof.
(v) Grantor will from time to time execute such further
instruments and do such further acts and things as Bank may reasonably
require by way of further assurance to Bank of the matters and things
herein provided for or intended so to be. Without limiting the
foregoing, Grantor agrees to execute and deliver to Bank an assignment
or other form of identification in the form required by Bank of all
Receivables at any time included under this Security Agreement,
together with such other evidence of the existence and identity of such
Receivables as Bank may reasonably require; and Grantor will xxxx its
books and records to reflect this Security Agreement. Grantor will
accompany each transmission of proceeds of Receivables to Bank with a
report in such form as Bank may require in order to identify the
Receivables to which such proceeds apply.
(e) Transfers and Other Liens. Without the prior consent of Bank or as
permitted by the Loan Agreement, the Grantor will not (i) sell, assign (by
operation of law or otherwise), exchange, or otherwise dispose of any of the
Collateral; or (ii) create or suffer to exist any lien, security interest or
other charge or encumbrance upon or with respect to any of the Collateral except
for the security interest created by this Agreement, and except for any security
interest specifically disclosed in EXHIBIT "A," attached hereto.
6. Additional Provisions Concerning the Collateral.
(a) The Grantor hereby authorizes Bank to file, without the signature
of the Grantor where permitted by law, one or more financing or continuation
statements, and amendments thereto, relating to the Collateral.
(b) The Grantor hereby irrevocably appoints Bank the Grantor's
attorney-in-fact and proxy, with full authority in the place and stead of the
Grantor and in the name of the Grantor or otherwise,
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from time to time in the Bank's discretion, (following the occurrence of a
Default not waived by the Bank) to take any action and to execute any instrument
which Bank may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation, the following: (i) to obtain and
adjust insurance required to be paid to Bank pursuant to Section 5(c) hereof;
(ii) to ask, demand, collect, xxx for, recover, compound, receive, and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts
or other instruments, documents, and chattel paper in connection with clause (i)
or (ii) above; (iv) to sign its name on any invoice or xxxx of lading relating
to any Receivable, on drafts against customers, on schedules and assignments of
Receivables, on notices of assignment, financing statements and other public
records, on verification of accounts and on notices to customers (including
notices directing customers to make payment direct to Bank); (v) to notify the
post office authorities to change the address for delivery of its mail to an
address designated by Bank, to receive, open and process all mail addressed to
Grantor, to send requests for verification of Receivables to customers; and (vi)
to file any claims or take any action or institute any proceedings which Bank
may deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of Bank with respect to any of the Collateral.
Grantor hereby ratifies and approves all acts of said attorney; and so long as
the attorney acts in good faith it shall have no liability to Grantor for any
act or omission as such attorney.
(c) If the Grantor fails to perform any agreement contained herein,
Bank may itself perform, or cause performance of, such agreement or obligation,
and the costs and expenses of Bank incurred in connection therewith shall be
payable by the Grantor under Section 9 hereof, and shall be fully secured
hereby.
(d) The powers conferred on Bank hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the safe custody of any Collateral in its possession and
the accounting for moneys actually received by it hereunder, Bank shall have no
duty as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral.
(e) Anything herein to the contrary notwithstanding, (i) the Grantor
shall remain liable under any contracts and agreements relating to the
Collateral to the extent set forth therein to perform all of its obligations
thereunder to the same extent as if this Agreement had not been executed; (ii)
the exercise by Bank of any of its rights hereunder shall not release the
Grantor from any of its obligations under the contracts and agreements relating
to the Collateral; and (iii) Bank shall not have any obligation or liability by
reason of this Agreement under any contracts and agreements relating to the
Collateral, nor shall Bank be obligated to perform any of the obligations or
duties of the Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.
7. Remedies Upon Default. If an Event of Default shall have occurred:
(a) Bank may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the Code (whether or
not the Code applies to the affected Collateral), and also may (i) require the
Grantor to, and the Grantor hereby agrees that it will at its expense and upon
request of Bank forthwith, assemble all or part of the Collateral as directed by
Bank and make it available
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to Bank at a place to be designated by Bank which is reasonably convenient to
Bank; and (ii) without notice except as specified below, sell the Collateral or
any part thereof in one or more parcels at public or private sale, at any of
Bank's offices or elsewhere, for cash, on credit or for future delivery, and at
such price or prices and upon such other terms as Bank may deem commercially
reasonable. The Grantor agrees that, to the extent notice of sale shall be
required by law, at least five (5) days' notice to the Grantor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. Bank shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. Bank may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.
(b) Any cash held by Bank as Collateral and all cash proceeds received
by Bank in respect of any sale of, collection from, or other realization upon,
all or any part of the Collateral shall be applied as follows:
(i) First, to the repayment of the reasonable costs and
expenses, including reasonable attorneys' fees and legal expenses,
incurred by Bank in connection with (A) the administration of this
Agreement, (B) the retaking, custody, preservation, use, or operation
of, or the sale of, collection from, or other realization upon, any
Collateral, (C) the exercise or enforcement of any of the rights of
Bank hereunder, or (D) the failure of the Grantor or Borrower to
perform or observe any of the provisions hereof or of the Loan
Agreement;
(ii) Second, to the reimbursement of Bank for the amount of
any obligations of the Grantor paid or discharged by Bank pursuant to
the provisions of this Agreement, and of any expenses of Bank payable
by the Grantor hereunder;
(iii) Third, to the satisfaction of the Obligations, in such
order as Bank shall elect;
(iv) Fourth, to the payment of any other amounts required by
applicable law [including, without limitation, Section 47-9-504(1)(c)
the Code or any successor or similar, applicable statutory provision];
and
(v) Fifth, the surplus proceeds, if any, to the Grantor or to
whomsoever shall be lawfully entitled to receive the same or as a court
of competent jurisdiction shall direct.
(c) In the event that the proceeds of any such sale, collection or
realization are insufficient to pay all amounts to which Bank is legally
entitled, the Grantor shall be liable for the deficiency, together with interest
thereon at such rate(s) as shall be fixed by instrument(s) evidencing the
Obligation(s) with respect to which such deficiency exists, together with the
costs of collection and the reasonable fees of any attorneys employed by Bank to
collect such deficiency.
8. Rights and Duties of Bank, Etc. Bank undertakes, as to this
Agreement, to exercise only such duties as are specifically set forth in this
Agreement and to exercise such of the rights, powers and remedies as are vested
in it by this Agreement or by law.
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9. Indemnity and Expenses. (a) The Grantor agrees to indemnify Bank
from and against any and all claims, losses, and liabilities growing out of or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except claims, losses, or liabilities resulting solely and
directly from Bank's gross negligence or willful misconduct.
(b) The Grantor will upon demand pay to Bank the amount of any and all
costs and expenses, including the fees and disbursements of the Bank's counsel
and of any experts and agents, which Bank may incur in connection with (i) the
administration of this Agreement (excluding the salary of Bank's employees and
Bank's normal and usual overhead expenses); (ii) the custody, preservation, use,
or operation of, or the sale of, collection from, or other realization upon, any
Collateral; (iii) the exercise or enforcement of any of the rights of Bank
hereunder; or (iv) the failure by the Grantor to perform or observe any of the
provisions hereof, except expenses resulting solely and directly from Bank's
gross negligence or willful misconduct.
10. Notices, Etc. All notices and other communications provided for
hereunder (except for routine informational communications) shall be in writing
and shall be mailed by registered or certified mail, return receipt requested,
sent by recognized national overnight courier service, telecopied by facsimile
machine, or delivered, if to the Grantor, to it at its address specified in the
first paragraph of this Agreement (Telecopy No. 501-361-5335); and if to the
Bank, to it Attention: Commercial Finance Division at its address specified in
the first paragraph of this Agreement (Telecopy No.: 901/523-4633); with a copy
(if other than a routine informational communication) to Baker, Donelson,
Bearman & Xxxxxxxx, 0000 Xxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxx 00000,
Attention: Xxxxx X. Xxxxxxxx (Telecopy No.: 901/577-2303). All such notices and
other communications shall be effective (a) if mailed, when received or three
(3) business days after mailing, whichever is earlier, (b) if sent by recognized
national overnight courier service, on the first business day following the
sending thereof, (c) if telecopied, upon confirmation of sending, and (d) if
delivered, upon delivery.
11. Security Interest Absolute. All rights of Bank, all security
interests and all obligations of the Grantor hereunder shall be absolute and
unconditional irrespective of: (i) any lack of validity or enforceability of the
Loan Agreement, any guaranty, or any other agreement or instrument relating
thereto; (ii) any change in the time, manner, or place of payment of, or in any
other term in respect of, all or any of the Obligations, or any other amendment
or waiver of or consent to any departure from this Agreement, any guaranty, or
any other agreement or instrument relating thereto; (iii) any increase in,
addition to, or exchange, release, or non-perfection of, any other collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Obligations; (iv) any other circumstance which
might otherwise constitute a defense available to, or a discharge of, the
Grantor or Borrower in respect of the Obligations or this Agreement; or (v) the
absence of any action on the part of Bank to obtain payment or performance of
the Obligations from the Grantor or any other party.
12. Miscellaneous. (a) No amendment of any provision of this Security
Agreement shall be effective unless it is in writing and signed by the Grantor
and Bank, and no waiver of any provision of this Agreement, and no consent to
any departure by the Grantor therefrom, shall be effective unless it is in
writing and signed by Bank, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
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(b) No failure on the part of Bank to exercise, and no delay in
exercising, any right hereunder or under any other instrument or document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The rights and remedies of Bank provided herein and in the other
instruments and documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law. The rights of Bank under
any Loan Agreement between the parties, any guaranty, any other instrument which
now or hereafter evidences or secures all or part of the Obligations, or any
related document against any party thereto are not conditional or contingent on
any attempt by Bank to exercise any of its rights under any other such
instrument or document against such party or against any other party.
(c) Any provision of this Security Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or invalidity without invalidating the
remaining portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction.
(d) This Agreement shall create a continuing security interest in the
Collateral and shall (i) remain in full force and effect until the payment in
full of all of the Obligations, (ii) be binding on the Grantor and its
successors and permitted assigns and shall inure, together with all rights and
remedies of Bank hereunder, to the benefit of Bank and its successors,
transferees, and assigns. None of the rights or obligations of the Grantor
hereunder may be assigned or otherwise transferred without the prior written
consent of Bank.
(e) Upon the satisfaction in full of all of the Obligations, Bank will,
upon the Grantor's request and at the Grantor's expense, (i) return to the
Grantor such of the Collateral as shall not have been sold or otherwise disposed
of or applied pursuant to the terms hereof; and (ii) execute and deliver to the
Grantor such documents as the Grantor shall reasonably request to evidence
termination of the security interest herein granted.
(f) This Agreement shall be governed by and construed in accordance
with the statutes and laws of the State of Tennessee, except as required by
mandatory provisions of law and except to the extent that the validity or
perfection of the security interest created hereby, or remedies hereunder, in
respect of any particular Collateral are governed by the laws of a jurisdiction
other than the State
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of Tennessee. If any provision hereof is in conflict with the provisions of the
Loan Agreement, the provisions of the Loan Agreement shall control.
IN WITNESS WHEREOF, the Grantor has caused this Agreement to be
executed and delivered by its duly authorized officers on this the day and year
first above written.
ATTEST: XXXXX FREIGHT SERVICES, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- ----------------------------------
Secretary Chief Executive Officer
GRANTOR
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:
----------------------------------
Senior Vice-President
BANK
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EXHIBIT "A"
TO SECURITY AGREEMENT
(Description of Other Security Interests in Collateral)
NONE
A-1
