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EXHIBIT 10(c)(4)
GENERAL SECURITY AGREEMENT
This Security Agreement is made and entered into on May 26, 1994 by and
between BODYBILT SEATING, INC., a Texas Corporation, acting by and through its
duly authorized President, XXXX X. XxXXXXXX hereinafter referred to as
"Debtor", whose mailing address is 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxx
Xxxxxx, Xxxxx 00000, and FIRST NATIONAL BANK OF XXXXX hereinafter referred to
as "Secured Party", whose mailing address is 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx,
Xxxxxx Xxxxxx, Xxxxx 00000, as follows:
FOR VALUE RECEIVED, the Debtor hereby grants to the Secured Party a
security interest in the following described property, hereinafter referred to
as the Collateral, to-wit;
a. Any and all present and future personal property, furniture,
furnishings, goods, equipment (save and except inventory and
manufacturing equipment unless otherwise secured), heating and
air conditioning equipment, carpet, rugs, shades, blinds,
draperies, plumbing pipes and fixtures, bathroom facilities,
lighting, ventilating, refrigerating, cooking and laundry
equipment, stoves, hoods, disposals, refrigerators, swimming
pool equipment and related apparatus, yard care machinery, and
such other goods and chattels and personal property now owned
by Debtor or hereafter acquired by Debtor, as are ever used or
furnished in operating of the building or buildings or the
activities conducted therein located on the Property and/or
ever used or furnished in the operation of the Property, and
all renewals or replacements thereof, or articles in
substitution therefor, whether or not the same are or shall be
attached to the said building or buildings in any manner.
b. Any and all plans and specifications for development or
construction of the Improvements on the Property or for the
repair or remodelling of the Improvements on the Property.
c. Any and all contracts and subcontracts and tenant leases
including but not limited to that certain Lease Agreement dated
May 24, 1979, by and between Xxxxxxxxxx Brothers, Inc., as
Lessee, and Xxxxxxx XxXxxxxx, as Lessor, subsequently assigned
to Debtor, relating to the Property.
d. Any and all accounts, contract rights, instruments, documents,
general intangibles and chattel paper arising from or by virtue
of any transactions related to the Property.
e. Any and all permits, licenses, franchises, certificates and
other rights and privileges obtained in connection with the
Property.
f. All rights, title and interests of Debtor in and to the name
"Navasota Shopping Center" for use as the trade name of the
Property hereinafter described.
g. Any and all proceeds arising from or by virtue of the sale,
lease or other disposition of any of the foregoing property
and items set forth in paragraphs (a) through (f) above.
h. Any and all proceeds payable or to be payable under each policy
or insurance relating to the item set forth in paragraphs (a)
through (f) and the Property.
i. Any and all proceeds arising from the taking of all or a part
of the Property for any public or quasi-public use under any
law, or by right of eminent domain, or by private or other
purchase in lieu thereof.
j. All building materials or equipment now or hereafter delivered
to the land herein described and intended to be installed
thereon or in any improvements erected or to be erected thereon.
k. All future replacements and substitution for betterments of,
and accessions and additions to the property described or
referred to in paragraphs (a) through (j).
l. All other interest of every kind and character that Debtor now
has or at any time hereafter acquires in and to the property
described or referred to in paragraphs (a) through (k) above,
and all property that is used or useful in connection with the
Property.
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General Security Agreement
m. All proceeds arising from or by virtue of the sale, lease or
other disposition of all or any part of the Property, including
oil, gas and other minerals.
n. All rents, revenues, lease payments, charges, purchase price
profits, insurance proceeds arising from or payable under that
certain Lease as to a part of the Property, being that Lease
in writing dated May 24, 1979, entered into by and between
Xxxxxxxxxx Brothers, Inc., as Lessee, and Xxxxxxx XxXxxxxx,
as Lessor, and all amendments and addendums thereto, which has
been transferred and assigned to Debtor.
to secure (1) the Debtor's note of $571,500.00 to the Secured Party dated May
26, 1994 payable as to principal and interest as therein provided ("Note"); (2)
future advances to be evidenced by like notes or otherwise to be made by
Secured Party to Debtor at Secured Party's option; (3) all expenditures by
Secured Party for taxes, insurance, repairs to and maintenance of the
Collateral, other costs and expenses including attorney's fees incurred by
Secured Party in the collection and enforcement of the note and other
indebtedness of Debtor; (4) any and all indebtednesses of the Debtor to Secured
Party presently existing or which may in any manner or means hereafter be
incurred by the Debtor and evidenced in any manner whatsoever, either by notes,
advances, overdrafts, bookkeeping entries or any other method or means, it
being expressly agreed and understood that any and all sums now owed to or
hereafter advanced by said Secured Party to the Debtor of said note shall be
payable at FIRST NATIONAL BANK OF XXXXX, 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxx
Xxxxxx, Xxxxx 00000, and shall bear interest as may be provided in such Note or
other evidences of indebtedness given by the Debtor to said Secured Party,
including any renewal and extension of any note or of any part of the said
indebtedness of the Debtor, and including any further loans and advancements
made by said Secured Party to the Debtor of said note under the provisions
hereof, which future advances, it is acknowledged are contemplated; and (5) all
liabilities of Debtor to Secured Party now existing or hereafter incurred,
matured or unmatured, direct or contingent, and any renewals and extensions
thereof and substitutions therefor.
The term "Property" as used herein shall mean "all that certain 7.45 acres
of land, more or less, being partly out of the X. XXXXX SURVEY, Abstract No. 55
and partly out of the X. XXXXXX SURVEY, Abstract No. 2 and also being known as
a part of Xxx 0, Xxxxx 0, XxXXXXXX XXXXXXXX XXXXXX XXXXXXXXXXX, Xxxx of
Navasota, Xxxxxx County, Texas, according to map or plat thereof recorded in
Volume 380, Page 37, Real Property Records of Xxxxxx County, Texas, and being
more particularly described on Exhibit "A" attached hereto and make a part
hereof for all purposes."
The Debtor warrants and covenants:
The Collateral is to be used for personal, family, or household
--------- purposes.
XXXXX The Collateral is to be used in business other than farming
--------- operations.
The Collateral is equipment used in farming operations, or farm
--------- products, or accounts contract rights, or general intangibles
arising from or relating to the sale of farm products by a
xxxxxx.
The Collateral is fixtures attached to or to become attached to
--------- the above described land.
XXXXX The Collateral is being acquired by the Debtor from the Secured
--------- Party and is being acquired with the proceeds of the advance
evidenced by this Agreement.
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General Security Agreement
XXXXX The Debtor's principal office is at 0000 Xxxxxx Xxxxx Xxxxxxx,
--------- Xxxxx, Xxxxxx Xxxxxx, Xxxxx 00000.
XXXXX The Collateral will be kept at the Property described on
--------- Exhibit "A" attached hereto and made a part hereof for all
purposes.
XXXXX The Debtor's chief place of business is at 4455 Xxxxxx Creek
--------- Xxxxxxx, Xxxxx, Xxxxxx Xxxxxx, Xxxxx 00000.
XXXXX The owner of the property where the Collateral is located is
--------- BODYBILT SEATING, INC., a Texas Corporation.
DEBTOR WARRANTS, COVENANTS, AND AGREES:
Title
1. Except for the security interest hereby granted, the Debtor has, or
on acquisition will have, full title to the Collateral free from any lien,
security interest, encumbrance, or claim, and the Debtor will, at the Debtor's
cost and expense, defend any action which may affect the Secured Party's
security interest in, or the Debtor's title to, the Collateral.
Financing Statement
2. No Financing Statement covering the Collateral or any part thereof
or any proceeds thereof is on file in any public office and, at the Secured
Party's request, the Debtor will join in executing all necessary Financing
Statements in forms satisfactory to the Secured Party and will pay the cost of
filing the same and will further execute all other necessary instruments deemed
necessary by the Secured Party and pay the cost of filing the same.
Sale, Lease or Disposition of Collateral
3. The Debtor will not, without the written consent to the Secured
Party, sell, contract to sell, lease, encumber, or dispose of the Collateral or
any interest therein until this Security Agreement and all debts secured
thereby have been fully satisfied.
Insurance
4. The Debtor will insure the Collateral with companies acceptable to
the Secured Party against such casualties and in such amounts as the Secured
Party shall reasonably require with a loss payable clause in favor of the
Debtor and Secured Party as their interest may appear, and the Secured Party is
hereby authorized to collect sums which may become due under any of said
policies and apply the same to the obligations hereby secured.
Protection of Collateral
5. The Debtor will keep the Collateral in good order and repair and
will not waste or destroy the Collateral or any part thereof. The Debtor will
not use the Collateral in violation of any statute or ordinance and the Secured
Party will have the right to examine and inspect the Collateral at any
reasonable time.
Taxes
6. The Debtor will pay promptly when due all taxes and assessments on
the Collateral or for its use and operation.
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General Security Agreement
Location and Identification
7. The Debtor will keep the Collateral separate and identifiable and
at the address shown above and will not remove the Collateral from said address
without the Secured Party's written consent.
Security Interest in Proceeds and Accessions
8. The Debtor hereby grants to the Secured Party a security interest
in and to all proceeds, increases, substitutions, replacements, additions, and
accessions to the Collateral. This provision shall not be construed to mean
that the Debtor is authorized to sell, lease, or dispose of the Collateral
without the consent of the Secured Party.
Decrease in Value of Collateral
9. The Debtor shall, if in the Secured Party's judgment the Collateral
has materially decreased in value or if the Secured Party shall at any time
deem that the Secured Party is insecure, either provide enough additional
Collateral to satisfy the Secured Party or reduce the total indebtedness by an
amount sufficient to satisfy the Secured Party.
Reimbursement of Expenses
10. At the option of the Secured Party, the Secured Party may discharge
taxes, liens, interest, or perform or cause to be performed for and on behalf
of the Debtor any actions and conditions, obligations, or covenants which the
Debtor has failed or refused to perform, and may pay for the repair,
maintenance, and preservation of the Collateral, and all sums so expended,
including, but not limited to, attorney's fees, court costs, agent's fees, or
commissions, or any other costs or expenses, shall bear interest from the date
of payment at the rate of eighteen percent (18%) per annum and shall be payable
at the place designated in the above described note and shall be secured by
this Security Agreement.
Payment
11. The Debtor will pay the notes secured by this Security Agreement
and any renewal or extension thereof and any other indebtedness hereby secured
in accordance with the terms and provisions thereof and will repay immediately
all sums expended in the Secured Party in accordance with the terms and
provisions of this Security Agreement.
Change of Residence or Place of Business
12. The Debtor will promptly notify the Secured Party of any change of
the Debtor's residence, chief place of business, or place where the records
concerning accounts and other contract rights are kept.
Time of Performance and Waiver
13. In performing any act under this Security Agreement and the note
secured hereby, time shall be of the essence. The Secured Party's acceptance
of partial or delinquent payment, or the failure of the Secured Party to
exercise any right or remedy shall not be a waiver of any obligation of the
Debtor or right of the Secured Party or constitute a waiver of any other
similar default subsequently occurring.
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General Security Agreement
Default
15. The Debtor shall be in default under this Security Agreement on the
happening of any of the following events or conditions:
(a) Default in the payment or performance of any note obligation,
covenant, or liability contained or referred to therein;
(b) Any warranty, representation, or statement made of furnished to the
Secured Party by or on behalf of the Debtor proves to have been
false in any material respect when made or furnished.
(c) Any event which results in the acceleration of the maturity of the
indebtedness of the Debtor to others under any indenture, agreement,
or undertaking;
(d) Loss, theft, substantial damage, destruction, sale, or encumbrance
to or of any of the Collateral, or the making of any levy,
seizure, or attachment thereof or thereon;
(e) Any time the Secured Party believes that the prospect of payment of
any indebtedness secured hereby or the performance of the
Security Agreement is impaired;
(f) Death, insolvency, business failure of the Debtor and/or any
guarantor, appointment of a receiver for any part of the Collateral,
assignment for the benefit of creditors or the commencement of any
proceeding under any bankruptcy or insolvency law by or against the
Debtor or any guarantor or surety for the Debtor.
Remedies
16. On the occurrence of any such event of default, and at any time
thereafter, the Secured Party may declare all obligations secured immediately
due and payable and may proceed to enforce payment of the same and exercise any
and all of the rights and remedies provided by the Uniform Commercial Code as
well as other rights and remedies either at law or in equity possessed by the
Secured Party.
The Secured Party may require the Debtor to assemble the Collateral
and make it available to the Secured Party at any place to be designated by the
Secured Party which is reasonably convenient to both parties. Unless the
Collateral is perishable or threatens to decline speedily in value or is of a
type customarily sold on a recognized market, the Secured Party will give the
Debtor reasonable notice of the time and place of any public sale thereof or of
the time after which any private sale or any other intended disposition thereof
is to be made. The requirements of reasonable notice shall be met if such
notice is mailed, postage prepaid, to the address of the Debtor shown at the
beginning of this Security Agreement at least five (5) days before the time of
the sale or disposition. Expenses of retaking, holding, preparing for sale,
selling, or the like shall include the Secured Party's reasonable attorney's
fees and legal expenses.
MISCELLANEOUS PROVISIONS
17. (a) Texas Law to Apply: This Agreement shall be construed under and
in accordance with the Uniform Commercial Code and other applicable laws of the
State of Texas and all obligations of the parties crated hereunder are
performable in Brazos County, Texas.
(b) Parties Bound: This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors, and assigns where permitted
by this Agreement.
(c) Legal Construction: In case any one or more of the provisions
contained in this
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General Security Agreement
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein.
(d) Prior Agreements Superseded: This Agreement constitutes the sole and
only agreement of the parties hereto and supersedes any prior understandings or
written or oral agreements between the parties respecting the within subject
matter.
(e) Definitions: All terms used herein which are defined in the Uniform
Commercial Code of Texas shall have the same meaning herein as in said Code.
The fact of repayment by the Debtor of said Notes and Indebtedness herein
secured shall not terminate this mortgage and security interest unless the Note
and Indebtedness is paid in full, and the same be so released by said Secured
Party by written instrument executed by Secured Party and recorded in the
U.C.C. Records of the County Clerk's Office of BRAZOS County, Texas and the
Office of the Secretary of State of Texas; but otherwise it shall remain in
full force and effect to secure all future advances and indebtednesses,
regardless of any additional security that may be taken as to any past or
future indebtedness, and shall be unaffected by any renewals, extensions or
partial releases hereunder.
EXECUTED May 26, 1994.
DEBTOR:
BODYBILT SEATING, INC.
By: /s/ XXXX X. XxXXXXXX
--------------------------
Xxxx X. XxXxxxxx
President
SECURED PARTY:
ATTEST: FIRST NATIONAL BANK OF XXXXX
/s/ XXXXX X. XXXXXX By: /s/ XXX XXXXX
-------------------------- --------------------------
Name: Name:
Title: Title:
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
This instrument was acknowledged before me on this the 26 day of May,
1994, by XXXX X. XxXXXXXX, President of BODYBILT SEATING, INC., a Texas
Corporation, on behalf of said Corporation and in the capacity therein stated.
XXXX XXXXXX /s/ XXXX XXXXXX
MY COMMISSION EXPIRES -----------------------------
June 6, 1996 NOTARY PUBLIC in and for
The State of Texas
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General Security Agreement
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
This instrument was acknowledged before me on this the 26 day of May,
1994, by Xxx Xxxxx, Vice Chairman of FIRST NATIONAL BANK OF XXXXX, a Banking
Corporation, on behalf of said Corporation and in the capacity therein stated.
XXXX XXXXXX /s/ XXXX XXXXXX
MY COMMISSION EXPIRES -----------------------------
June 6, 1996 NOTARY PUBLIC in and for
The State of Texas
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EXHIBIT A
Page 1 of 2 Pages
FIELD NOTES
All that certain tract or parcel of land lying and being situated in Xxxxxx
County, Texas and being a part of the X. XXXXX SURVEY, Abstract No. 55, also
being out of a called 15.00 acre tract described in a Deed from Xxxxxxx X.
Xxxxxx, Trustee, to Xxxxxxx XxXxxxxx dated May 8, 1979, of record in Vol. 378,
Page 460, Real Property Records of Xxxxxx County, Texas and more fully
described as follows.
BEGINNING at a found 3/8 inch iron rod for the NE corner of called 15.00 acre
tract mentioned above in the West R.O.W. line of the Xxxxx Xxxxxxx #0 Xxxxxx
Xxxx and the SE corner of a called 12.656 acre tract described in a Deed from
Xxxx Xxxxxx Stoneham, et al, to Xxxxxxx XxXxxxxx dated May 13, 1981, of record
in Vol. 420, Page 639, Real Property Records of Xxxxxx County, Texas.
THENCE S 8 deg. 57 min. 21 sec. E, 582.02 ft., along the West R.O.W. line of
the Xxxxx Xxxxxxx #0 Xxxxxx Xxxx xxx Xxxx line of called 15.00 acre tract to a
found 3/8 inch iron rod for the SE corner of the tract of land herein
described.
THENCE S 81 deg. 35 min. 08 sec. W, 650.52 ft., along the South line of the
tract of land herein described to a set 1/2 inch iron rod for its SW corner.
THENCE N 8 deg. 57 min. 36 sec. W, 444.50 ft., along the West line of called
15.00 acre tract and West line of the tract of land herein described to a set
1/2 inch iron rod for its NW corner in the South line of called 12.656 acre
tract.
THENCE N 69 deg. 37 min. 37 sec. E, 663.66 ft., along the North line of called
15.00 acre tract and South line of called 12.656 acre tract to THE PLACE OF
BEGINNING CONTAINING 7.665 acres of land.
DATED this the 9 day of May, 1994
SIGNED: /s/ XXXXXX XXX XXXXX, XX.
------------------------------------------
Xxxxxx Xxx Xxxxx, Xx.
Registered Professional Land Surveyor
State of Texas No. 3927
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EXHIBIT A
Page 2 of 2 Pages
[SURVEY MAP]
The undersigned does hereby certify that this survey was this day made on the
ground of the property located in Xxxxxx County, Texas and being a part of the
X. XXXXX SURVEY, Abstract No. 55, also being out of a called 15.00 acre tract
described in a Deed from Xxxxxxx X. Xxxxxx, Trustee, to Xxxxxxx XxXxxxxx, dated
May 8, 1979, of record in Vol. 378, Page 460, Real Property Records of Xxxxxx
County, Texas, that there are no overlappings of improvements, encroachments,
easements, except as shown hereon and that the property shown above as 7.665
acres is located within a Special Flood Hazard Area according to the Flood
Hazard Boundary Map, Community Panel No. 480265 0005A, dated February 4, 1988
for the City of Navasota, Texas. However, according to said Flood Hazard
Boundary Map the property shown above is located in an Area known as Zone A and
by the Legend on said Map there were no elevations run by The Federal Emergency
Management Agency to determine the base Flood Elevations of the property shown
above or any other Areas shown as Zone A.
DATED this the 9 day of May, 1994
SIGNED: XXXXXX XXX XXXXX, XX.
-----------------------------------------
Xxxxxx Xxx Xxxxx, Xx.
Registered Professional Land Surveyor
State of Texas No. 3927
[STATE OF TEXAS LAND SURVEYOR SEAL]
