CHEMICAL
All references to Chemical Bank,
The Chase Manhattan Bank, N.A.,
or The Chase Manhattan Bank,
(National Association) shall
mean The Chase Manhattan Bank,
a New York State Chartered Bank.
SECURITY AGREEMENT
(General Purpose)
This Agreement made this 8th day of October, 1997 between CHEMICAL BANK
(herein called "Bank") and PT-1 COMMUNICATIONS, INC. (herein called
("Borrower").
1. DEFINITIONS OF TERMS USED HEREIN. (a) "Borrower" includes all
individuals executing [this] agreement as parties hereto and all members of a
partnership when Borrower is a partnership, each of which shall be jointly and
severally liable individually and as partners hereunder. (b) "Liability" or
"liabilities" includes all liabilities (primary, secondary, direct,
contingent, sole, joint or several) due or to become due, that may be
hereafter contracted or acquired, of Borrower (including Borrower and any
other person or Bank, including without limitation all liabilities arising
under or from any note, loan or credit agreement, letter of credit, guaranty,
draft, acceptance, interest rate or foreign exchange agreement or any other
instrument or agreement of (or the responsibility of) the Borrower or any
loan, advance or other extension of credit or financial accommodation to
Borrower by Bank. (c) "Proceeds" means whatever is received when Collateral
is sold, exchanged, leased, collected or otherwise disposed of and includes
the account arising when the right to payment is earned under a contract. (d)
"Security interest" means a lien or other interest in Collateral which secures
payment of a liability or performance of an obligation. (e) "Collateral"
means any property described in Section 2 hereof and the following described
property of the Borrower:
All equipment, including but not limited to machinery and furniture and
fixtures, whether now or hereafter existing or now owned or hereafter acquired
and wherever located, all replacements, repairs, additions, substitutions and
accessions thereto, all proceeds thereof (including, without limitations, all
claims against third parties for loss or damage to or destruction of any or
all of the foregoing) and all books, records and other property relating to
any of the foregoing.
All terms used herein which are also defined in the New York or any other
applicable Uniform Commercial Code shall also have at least the meanings
herein as therein defined.
2. SECURITY INTEREST. As security for the payment of all loans and
other extensions of credit or other financial accommodations now or in the
future made by Bank to Borrower and all other liabilities of Borrower to Bank,
Borrower hereby grants to Bank a security interest in the above described
Collateral and all and any Proceeds arising therefrom and all and any products
of the Collateral.
DELETE IF NOT APPLICABLE: The proceeds of the loan hereby obtained by the
Borrower will be used to purchase the Collateral.
Borrower represents and warrants that it is the sole lawful owner of the
Collateral, free and clear of liens and encumbrances, and has the right and
power to pledge, sell, assign and transfer absolutely thereto to Bank and that
no financing statement covering the Collateral, other than the Bank's is on
file in any public office.
To further secure the Liabilities, the Borrower hereby grants, pledges and
assigns to the Bank a continuing lien, security interest and right of set-off
in and to all money, securities and all other property of the Borrower, and
the proceeds thereof, now or hereafter actually or constructively held or
received by the Bank, Chemical Securities, Inc. or any other affiliate of the
Bank for any purpose, including safekeeping, custody, pledge, transmission and
collection, and in and to all of the Borrower's deposits (general or special)
and credits with the Bank, Chemical Securities, Inc. or any other affiliate of
the Bank. Borrower authorizes Bank to deliver to others a copy of this
Agreement as written notification of the Borrower's transfer of a security
interest in the foregoing property. The Bank is hereby authorized at any time
and from time to time, without notice, to apply all or part of such money,
securities, property, proceeds, deposits, credits to any of the Liabilities in
such amounts as the Bank may elect in its sole and absolute discretion
although the Liabilities may then be contingent or unmatured and whether or
not the collateral security may be deemed adequate.
3. USE OF COLLATERAL. Until default, Borrower may use the Collateral in
any lawful manner. If Collateral is or is about to become affixed to realty,
Borrower will, at Bank's request, furnish the Bank in writing executed by the
mortgagee of the realty whereby the mortgagee subordinates its rights and
priorities to the Bank's security interest in the Collateral, if the
Collateral is or may become subject to a landlord's lien, the Borrower will at
Bank's request, furnish the Bank with a landlord's waiver satisfactory in form
to the Bank.
COMPLETE IF APPLICABLE: If goods, the Collateral will be used primarily as
-----------------------------------------------------------------------.
(Equipment in business, inventory for sale or lease, Farming, Personal,
Family or Household.)
4. INSURANCE. Borrower will have and maintain insurance on the
Collateral until this Agreement is terminated against all expected risks to
which it is exposed, including fire, theft and collision, and to which the
Bank may designate, such insurance to be payable to Bank and Borrower as their
interests may appear; all policies shall provide for thirty (30) days' written
minimum cancellation notice to the Bank. Bank may act as attorney for
Borrower in obtaining, adjusting, settling and cancelling such insurance.
5. DEFAULT. default shall exist hereunder (1) if the Borrower shall
fail to pay an amount of the Liabilities when due or if the Borrower shall
fail to keep, observe or perform any provision of this Agreement or of any
note, or other instrument or agreement between Borrower and Bank relating to
any Liabilities or if any default or Event of default specified or defined in
any such note, instrument or agreement shall occur, (2) if the Borrower shall
or shall attempt to (a) remove or allow removal of the Collateral from the
county where the Borrower now resides or change the location of its chief
executive office or principal place of business, (b) sell, encumber or
otherwise dispose of the Collateral or any interest therein or permit any lien
or security interest (other than the Bank's) to exist thereon or therein, (c)
conceal, hire out or let the Collateral, (d) misuse or abuse the Collateral,
or (e) use or allow the use of the Collateral in connection with any
undertaking prohibited by law; (3) if bankruptcy or insolvency proceedings
shall be instituted by or against the Borrower, or 94) if the Collateral shall
be attached, levied upon, seized in any legal proceedings, or held by virtue
of any lien or distress, or (5) if the Borrower shall make any assignment for
the benefit of creditors, or (6) if the Borrower shall fail to pay promptly
all taxes and assessments upon the Collateral or the use thereof, or (7) if
the Borrower shall die, or (8) if the Bank with reasonable cause determines
that its interest in the Collateral is in jeopardy, or (9) if Borrower should
fail to keep the Collateral suitably insured. In the event of default or the
breach of any undertaking of or conditions to be performed by the Borrower (1)
all liabilities shall become immediately due and payable, and (2) the Borrower
agrees upon demand to deliver the Collateral to the Bank, or the Bank may,
with or without legal process, and with or without previous notice or demand
for performance, enter any premises wherein the Collateral may be, and take
possession of the same, together with anything therein; and the Bank may make
disposition of the Collateral subject to any and all applicable provisions of
the law. If the Collateral is sold at public sale, Bank may purchase the
Collateral at such sale. The Bank, provided it has sent the statutory notice
of default, may retain from the proceeds of such sale all reasonable costs
incurred in the said taking and sale and also, all sums then owing by the
Borrower, and any surplus of any such sale shall be paid to the Borrower.
6. GENERAL AGREEMENTS. (a) Borrower agrees to pay the costs of filing
financing statements and of conducting searches in connection with this
Agreement. (b) Borrower agrees to allow the Bank through any of its officers
or agents, at all reasonable times, to examine or inspect any of the
Collateral and to examine, inspect and make extracts from the Borrower's books
and records relating to the Collateral. (c) Borrower will promptly pay when
due all taxes and assessments upon the Collateral or for its use of operation
or upon the proceeds thereof or upon this Agreement or upon any note or other
instrument or agreement evidencing any of the liabilities. (d) At its option,
the Bank may discharge taxes, liens or security interests or other
encumbrances at any time levied or placed on the Collateral, and may pay for
the maintenance and preservation of the Collateral, and the Borrower agrees to
reimburse the Bank on demand for any payment made or any expense incurred by
the Bank pursuant to the foregoing authorization, including outside or in-house
counsel fees and disbursements incurred or expended by the Bank in
connection with this Agreement. (e) Borrower hereby authorizes the Bank to
file financing statements and any amendments thereto without the signature of
Borrower. Such authorization is limited to the security interest granted by
this Agreement. (f) Borrower agrees that the Bank has the right to notify (on
invoices or otherwise) account debtors and other obligors or payors on any
Collateral of its assignment to the Bank and that all payments thereon should
be made directly to the Bank and that the Bank has full power and authority to
collect, compromise, endorse, sell or otherwise deal with the Collateral on
its own name or that of the Borrower at any time. (g) The Borrower agrees to
pay or reimburse the Bank on demand for all costs and expenses incurred by it
in connection with the administration and enforcement of this Agreement and
the administration, preservation, protection, collection or realization of any
Collateral (including outside or in-house attorneys' fees and expenses). (h)
The Bank shall not be deemed to have waived any of its rights hereunder or
under any other agreement, instrument or paper signed by the Borrower unless
such waiver is in writing and signed by the Bank. No delay or omission on the
part of the Bank in exercising any right shall operate as a waiver thereof or
of any other right. A waiver upon any one occasion shall not be construed as
a bar or a waiver or any right or remedy or any future occasion. All of the
rights and remedies of the Bank, whether evidenced hereby or by any other
Agreement, instrument or paper, shall be cumulative and may be exercised
singly or concurrently. (i) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. (j) This AGREEMENT, and
the security interests, obligations, rights and remedies created hereby, shall
inure to the benefit of the Bank and its successors and assigns and be binding
upon the Borrower and its heirs, executors, administrators, legal
representatives, successors and assigns.
7. EXECUTION BY BANK. This Agreement shall take effect immediately upon
execution by the Borrower, and the execution hereof by the Bank shall not be
required as a condition to the effectiveness of this Agreement. The provision
for execution of this Agreement by the Bank is only for purposes of filing
this Agreement as a Security Agreement under the Uniform Commercial Code, if
execution hereof by the Bank is required for purposes of such filing.
All references to Chemical Bank, PT-1 COMMUNICATIONS, INC.
The Chase Manhattan Bank, N.A., -----------------------------
or The Chase Manhattan Bank, Borrower
(National Association) shall
mean The Chase Manhattan Bank, By: /s/ Xxxxxxx Xxxxxx CFO and
a New York State Chartered Bank. Secretary
---------------------------
00-00 Xxxxxxxxxx Xxxxxxxxxx
---------------------------
Xxxxxxxx, XX 00000
---------------------------
Place of business in counties
other than above.
-------------------------------
-------------------------------
CHEMICAL BANK
--------------------------
Bank Designation
By
-------------------------------------
(Name and Title)
Address
--------------------------------
(Number, Street, City)
CHEMICAL
All references to Chemical Bank,
The Chase Manhattan Bank, N.A.,
or The Chase Manhattan Bank,
(National Association) shall
mean The Chase Manhattan Bank,
a New York State Chartered Bank.
SECURITY AGREEMENT
(General Purpose)
This Agreement made this 8th day of October, 1997 between CHEMICAL BANK
(herein called "Bank") and PT-1 COMMUNICATIONS, INC. (herein called
("Borrower").
1. DEFINITIONS OF TERMS USED HEREIN. (a) "Borrower" includes all
individuals executing [this] agreement as parties hereto and all members of a
partnership when Borrower is a partnership, each of which shall be jointly and
severally liable individually and as partners hereunder. (b) "Liability" or
"liabilities" includes all liabilities (primary, secondary, direct,
contingent, sole, joint or several) due or to become due, that may be
hereafter contracted or acquired, of Borrower (including Borrower and any
other person or Bank, including without limitation all liabilities arising
under or from any note, loan or credit agreement, letter of credit, guaranty,
draft, acceptance, interest rate or foreign exchange agreement or any other
instrument or agreement of (or the responsibility of) the Borrower or any
loan, advance or other extension of credit or financial accommodation to
Borrower by Bank. (c) "Proceeds" means whatever is received when Collateral
is sold, exchanged, leased, collected or otherwise disposed of and includes
the account arising when the right to payment is earned under a contract. (d)
"Security interest" means a lien or other interest in Collateral which secures
payment of a liability or performance of an obligation. (e) "Collateral"
means any property described in Section 2 hereof and the following described
property of the Borrower:
All present and future accounts, contract rights, general intangibles,
instruments, documents, and chattel paper, all returned and repossessed goods
relating thereto, all proceeds thereof and all books, records and other
property relating to any of the foregoing.
All terms used herein which are also defined in the New York or any other
applicable Uniform Commercial Code shall also have at least the meanings
herein as therein defined.
2. SECURITY INTEREST. As security for the payment of all loans and
other extensions of credit or other financial accommodations now or in the
future made by Bank to Borrower and all other liabilities of Borrower to Bank,
Borrower hereby grants to Bank a security interest in the above described
Collateral and all and any Proceeds arising therefrom and all and any products
of the Collateral.
DELETE IF NOT APPLICABLE: The proceeds of the loan hereby obtained by the
Borrower will be used to purchase the Collateral.
Borrower represents and warrants that it is the sole lawful owner of the
Collateral, free and clear of liens and encumbrances, and has the right and
power to pledge, sell, assign and transfer absolutely thereto to Bank and that
no financing statement covering the Collateral, other than the Bank's is on
file in any public office.
To further secure the Liabilities, the Borrower hereby grants, pledges and
assigns to the Bank a continuing lien, security interest and right of set-off
in and to all money, securities and all other property of the Borrower, and
the proceeds thereof, now or hereafter actually or constructively held or
received by the Bank, Chemical Securities, Inc. or any other affiliate of the
Bank for any purpose, including safekeeping, custody, pledge, transmission and
collection, and in and to all of the Borrower's deposits (general or special)
and credits with the Bank, Chemical Securities, Inc. or any other affiliate of
the Bank. Borrower authorizes Bank to deliver to others a copy of this
Agreement as written notification of the Borrower's transfer of a security
interest in the foregoing property. The Bank is hereby authorized at any time
and from time to time, without notice, to apply all or part of such money,
securities, property, proceeds, deposits, credits to any of the Liabilities in
such amounts as the Bank may elect in its sole and absolute discretion
although the Liabilities may then be contingent or unmatured and whether or
not the collateral security may be deemed adequate.
3. USE OF COLLATERAL. Until default, Borrower may use the Collateral in
any lawful manner. If Collateral is or is about to become affixed to realty,
Borrower will, at Bank's request, furnish the Bank in writing executed by the
mortgagee of the realty whereby the mortgagee subordinates its rights and
priorities to the Bank's security interest in the Collateral, if the
Collateral is or may become subject to a landlord's lien, the Borrower will at
Bank's request, furnish the Bank with a landlord's waiver satisfactory in form
to the Bank.
COMPLETE IF APPLICABLE: If goods, the Collateral will be used primarily as
-----------------------------------------------------------------------.
(Equipment in business, inventory for sale or lease, Farming, Personal,
Family or Household.)
4. INSURANCE. Borrower will have and maintain insurance on the
Collateral until this Agreement is terminated against all expected risks to
which it is exposed, including fire, theft and collision, and to which the
Bank may designate, such insurance to be payable to Bank and Borrower as their
interests may appear; all policies shall provide for thirty (30) days' written
minimum cancellation notice to the Bank. Bank may act as attorney for
Borrower in obtaining, adjusting, settling and cancelling such insurance.
5. DEFAULT. default shall exist hereunder (1) if the Borrower shall
fail to pay an amount of the Liabilities when due or if the Borrower shall
fail to keep, observe or perform any provision of this Agreement or of any
note, or other instrument or agreement between Borrower and Bank relating to
any Liabilities or if any default or Event of default specified or defined in
any such note, instrument or agreement shall occur, (2) if the Borrower shall
or shall attempt to (a) remove or allow removal of the Collateral from the
county where the Borrower now resides or change the location of its chief
executive office or principal place of business, (b) sell, encumber or
otherwise dispose of the Collateral or any interest therein or permit any lien
or security interest (other than the Bank's) to exist thereon or therein, (c)
conceal, hire out or let the Collateral, (d) misuse or abuse the Collateral,
or (e) use or allow the use of the Collateral in connection with any
undertaking prohibited by law; (3) if bankruptcy or insolvency proceedings
shall be instituted by or against the Borrower, or 94) if the Collateral shall
be attached, levied upon, seized in any legal proceedings, or held by virtue
of any lien or distress, or (5) if the Borrower shall make any assignment for
the benefit of creditors, or (6) if the Borrower shall fail to pay promptly
all taxes and assessments upon the Collateral or the use thereof, or (7) if
the Borrower shall die, or (8) if the Bank with reasonable cause determines
that its interest in the Collateral is in jeopardy, or (9) if Borrower should
fail to keep the Collateral suitably insured. In the event of default or the
breach of any undertaking of or conditions to be performed by the Borrower (1)
all liabilities shall become immediately due and payable, and (2) the Borrower
agrees upon demand to deliver the Collateral to the Bank, or the Bank may,
with or without legal process, and with or without previous notice or demand
for performance, enter any premises wherein the Collateral may be, and take
possession of the same, together with anything therein; and the Bank may make
disposition of the Collateral subject to any and all applicable provisions of
the law. If the Collateral is sold at public sale, Bank may purchase the
Collateral at such sale. The Bank, provided it has sent the statutory notice
of default, may retain from the proceeds of such sale all reasonable costs
incurred in the said taking and sale and also, all sums then owing by the
Borrower, and any surplus of any such sale shall be paid to the Borrower.
6. GENERAL AGREEMENTS. (a) Borrower agrees to pay the costs of filing
financing statements and of conducting searches in connection with this
Agreement. (b) Borrower agrees to allow the Bank through any of its officers
or agents, at all reasonable times, to examine or inspect any of the
Collateral and to examine, inspect and make extracts from the Borrower's books
and records relating to the Collateral. (c) Borrower will promptly pay when
due all taxes and assessments upon the Collateral or for its use of operation
or upon the proceeds thereof or upon this Agreement or upon any note or other
instrument or agreement evidencing any of the liabilities. (d) At its option,
the Bank may discharge taxes, liens or security interests or other
encumbrances at any time levied or placed on the Collateral, and may pay for
the maintenance and preservation of the Collateral, and the Borrower agrees to
reimburse the Bank on demand for any payment made or any expense incurred by
the Bank pursuant to the foregoing authorization, including outside or in-house
counsel fees and disbursements incurred or expended by the Bank in
connection with this Agreement. (e) Borrower hereby authorizes the Bank to
file financing statements and any amendments thereto without the signature of
Borrower. Such authorization is limited to the security interest granted by
this Agreement. (f) Borrower agrees that the Bank has the right to notify (on
invoices or otherwise) account debtors and other obligors or payors on any
Collateral of its assignment to the Bank and that all payments thereon should
be made directly to the Bank and that the Bank has full power and authority to
collect, compromise, endorse, sell or otherwise deal with the Collateral on
its own name or that of the Borrower at any time. (g) The Borrower agrees to
pay or reimburse the Bank on demand for all costs and expenses incurred by it
in connection with the administration and enforcement of this Agreement and
the administration, preservation, protection, collection or realization of any
Collateral (including outside or in-house attorneys' fees and expenses). (h)
The Bank shall not be deemed to have waived any of its rights hereunder or
under any other agreement, instrument or paper signed by the Borrower unless
such waiver is in writing and signed by the Bank. No delay or omission on the
part of the Bank in exercising any right shall operate as a waiver thereof or
of any other right. A waiver upon any one occasion shall not be construed as
a bar or a waiver or any right or remedy or any future occasion. All of the
rights and remedies of the Bank, whether evidenced hereby or by any other
Agreement, instrument or paper, shall be cumulative and may be exercised
singly or concurrently. (i) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. (j) This AGREEMENT, and
the security interests, obligations, rights and remedies created hereby, shall
inure to the benefit of the Bank and its successors and assigns and be binding
upon the Borrower and its heirs, executors, administrators, legal
representatives, successors and assigns.
7. EXECUTION BY BANK. This Agreement shall take effect immediately upon
execution by the Borrower, and the execution hereof by the Bank shall not be
required as a condition to the effectiveness of this Agreement. The provision
for execution of this Agreement by the Bank is only for purposes of filing
this Agreement as a Security Agreement under the Uniform Commercial Code, if
execution hereof by the Bank is required for purposes of such filing.
All references to Chemical Bank, PT-1 COMMUNICATIONS, INC.
The Chase Manhattan Bank, N.A., -----------------------------
or The Chase Manhattan Bank, Borrower
(National Association) shall
mean The Chase Manhattan Bank, By: /s/ Xxxxxxx Xxxxxx CFO and
a New York State Chartered Bank. Secretary
---------------------------
00-00 Xxxxxxxxxx Xxxxxxxxxx
---------------------------
Xxxxxxxx, XX 00000
---------------------------
Place of business in counties
other than above.
-------------------------------
-------------------------------
CHEMICAL BANK
--------------------------
Bank Designation
By
-------------------------------------
(Name and Title)
Address
--------------------------------
(Number, Street, City)
