Exhibit 10.8(c)
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SECURITY AGREEMENT
This Security Agreement is made this 13TH day of December, 1996, by
AMERICAN FIRE RETARDANT CORPORATION ("Debtor") in favor of Whitney National Bank
("Secured Party").
Debtor's lace of business or chief executive office, if there is more than
one place of business, is located at 000 Xxxxx xxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
Debtor has agreed to secure the payment and performance of all obligations
and Indebtednesses of AMERICAN FIRE RETARDANT CORPORATION (the "Borrower,"
whether one or more) to Secured Party.
NOW THEREFORE, for valuable consideration, the receipt of which Is hereby
acknowledged, Debtor and Secured Party agree as follows:
In order to secure payment of all obligations and liabilities of Debtor and
Borrower, and of any one or more of them, Secured Party, direct or contingent,
due or to become due, now existing or hereafter arising, Including all future
advances, with Interest, attorneys' fees, expenses of collection and costs,
Including, without limitation, obligations to Secured Party on promissory notes,
checks, overdrafts, letter-of-credit agreements, endorsements and continuing
guaranties (collectively the ("Obligations"), and to secure the observance and
performance of all of the obligations, covenants, agreements, stipulations,
representations and warranties contained in this Security Agreement, Debtor
hereby pledges, pawns and delivers to Secured Party, and grants in favor of
Secured Party a continuing security interest in, and a right of set-off and
compensation against, property of Debtor, of every nature and kind whatsoever,
owned by Debtor, or in which Debtor has an interest, that is now hereafter on
deposit with, in the possession of, under the control of or held by Secured
Party in definitive form, book entry form or in safekeeping or custodian
accounts, including (a) all deposit accounts, money, funds on deposit in
checking, savings, custodian and other accounts, instruments, negotiable
instruments, certificates of deposit, commercial paper, stocks, bonds, treasury
bills and other securities, documents, documents of title and chattel paper, (b)
the following described collateral note )the "Collateral Note"):
That certain collateral note in the principal amount of $ 74,400.00 dated
December 13, 1996 made by Debtor payable to the order of bearer at Whitney
National Bank, 000 Xx. Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000, or at
any one of its branches, bearing interest at the rate of eighteen ( 18 %)
percent per annum from date until paid, paraphed for identification with
and secured by an act of collateral mortgage, security agreement and
assignment of leases and rents dated December 13, 1996, executed by Debtor
before Xxxxxxx X. Xxxxx, Notary Public, recorded or to be recorded in the
Parish of Lafayette.
and (c) all Proceeds (as hereinafter defined), increases and profits of all of
the foregoing property, including, without limitation all instruments,
documents, chattel paper, cash, interest, dividends, corporate distributions and
fruits. The terms "deposit accounts," "instruments," "documents," "chattel
paper" and "Proceeds" shall have the meaning provided in La. R.S. 10:9-101, et
seq. Notwithstanding any other provision in this Security Agreement to the
contrary, XXX, pension and other tax-deferred accounts with Secured Party shall
not be Subject to the security interest created hereby.
This Security Agreement shall be on the following terms and conditions:
1. The property hereby encumbered and any property added or substituted for
such property is hereafter referred to as the "Collateral".
2. The Collateral shall remain subject to this Security Agreement until all
of the Obligations have been satisfied and aid in full and all of the Collateral
has been returned by Secured Party to the possession of Debtor.
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3. Secured Party may, at its option, renew certificates of deposit or other
renewable items comprising the Collateral, and the security interest created by
this Security Agreement shall extend to the renewed certificates of deposit or
other renewed items.
4. All Proceeds, increases and profits derived from the Collateral,
including corporate distributions, stock splits and stock dividends, shall be
subject to this Security Agreement and shall be delivered immediately upon
receipt to Secured Party with all necessary endorsements. Secured Party may, in
its sole discretion, without notice to or consent of the Debtor, (a) retain the
Proceeds, increases and profits, including money, derived from the Collateral,
as additional security for the Obligations without applying the Proceeds,
increases and profits toward payment of the Obligations, or (b) impute or apply
he Proceeds, increases and profits, in whole or in part, to the Obligations in
such manner as Secured Party sees fit without notice to Debtor or Borrower.
5. Debtor hereby releases Secured Party from any obligation to take any
steps to collect any Proceeds, increases and profits of, or to preserve any of
Debtor's rights, including, without limitation, all rights against prior
parties, in the Collateral, and Secured Party's only duty with respect to the
Collateral shall be solely to use reasonable care in the physical preservation
,of the Collateral that is in the actual possession of Secured Party.
6. Should the Collateral or any part thereof decline in value, Debtor
agrees to grant a security Interest in, and deliver to Secured Party, additional
property satisfactory to Secured Party as security for the Obligations.
7. Debtor authorizes Secured Party, in its discretion, (a) to transfer the
Collateral into its name or Into the name of its nominee, (b) to notify the
obligor on any credits, non-negotiable instruments or contractual rights hereby
encumbered to make payments directly to Secured Party, or (c) to receive or
recover all payments due with respect to the Collateral; provided, however, that
Secured Party shall not be obligated to do any of the foregoing and shall not be
liable to Debtor or Borrower or failing to do so.
8. Not less than sixty (60) days prior to the date on which enforcement of
any portion of the Collateral might be barred by prescription or statute of
limitations, as security for the Obligations, Debt, or shall grant a security
interest in, and deliver to Secured Party, additional property satisfactory in
form and amount to Secured Party.
9. On non-performance of Debtor's obligations under this Security Agreement
or upon the non-payment or non-performance of any of the Obligations, then, at
Secured Party's option, all of the Obligations shall be immediately due and
payable, without demand, and Secured Party may sell, assign, transfer and
effectively deliver all or any part of the Collateral at public or private sale,
without recourse to judicial proceedings and without demand, appraisement or
advertisement, all of which are hereby expressly waived by Debtor to the fullest
extent permitted by law. Secured Party shall notify Debtor of the sale by
depositing notice in the United States mail, postage prepaid, addressed to
Debtor at Debtor's address most recently furnished to Secured Party. Such notice
shall be deemed reasonable notice If it is deposited in the United States mail
at least ten (10) days prior to the sale. At any such sale, Secured Party may
itself purchase all or any part of the Collateral, free of any right of
redemption, which right is hereby expressly waived and released. For purposes of
executory process, Debtor hereby acknowledges the indebtedness owed under the
Obligations and confesses judgment in favor of Secured Party for the full amount
of the Obligations In principal, Interest, attorneys' fees and 'all other costs
and charges, including all sums Secured Party advances during the life of this
Security Agreement for any payment made by Secured Party in accordance with, the
terms of this Security Agreement. Debtor hereby agrees that it shall be lawful
for Secured Party, and Debtor does hereby authorize Secured Party, without
making demand and putting in default, all of which are hereby expressly waived,
to cause all or any part of the Collateral, including the Collateral Note, to be
seized and sold under executory or other legal process without appraisement,
which Is hereby expressly waived, as an entirety or in parcels -is Secured Party
may determine, to the highest bidder for cash, or on such terms as are
acceptable to Secured Party. To the extent permitted by law, Debtor expressly
waives (i) the benefit of appraisement provided in the Louisiana Code of Civil
Procedure and (ii) the demand and three (3) days delay accorded by Articles 2639
and 2721, Louisiana Code of Civil Procedure. Secured Party may, at its option,
enforce the mortgage securing the Collateral Note and any other mortgage note
encumbered hereby and cause tile property therein mortgaged to be seized and
sold by executory or other process in accordance with law and the terms of the
mortgage. The proceeds of any sale or enforcement of the Collateral as herein
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authorized shall be applied to the Obligations with preference and priority over
all other creditors and claimants of Debtor or in the manner otherwise required
by law. Secured Party is irrevocably authorized, in its sole discretion, to
impute the proceeds of the sale or enforcement of the Collateral among the
Obligations as it sees fit without notice to Debtor or Borrower. If the proceeds
from the sale or enforcement of the Collateral are insufficient to satisfy all
of the Obligations in full, all parties obligated thereon shall remain fully
obligated for any deficiency.
10. The obligations of Debtor hereunder shall be joint, several and
solidary and shall bind and obligate Debtor's successors, heirs and assigns.
Debtor waives all rights of division and discussion. Secured Party may assign
and transfer the Collateral to the assignee of any of the Obligations, whereupon
such transferee shall become vested with all powers and rights granted to
Secured Party under this Security Agreement, and Secured Party shall have no
further fiduciary obligation with respect to the Collateral. This Security
Agreement shall be governed by the internal laws of the State of Louisiana.
Debtor hereby represents and warrants that Debtor's name, Debtor's place of
business or chief executive office, whichever is applicable, and the description
and identification of the Collateral Note, as stated above, are true and
correct. Debtor hereby represents and warrants that the social security number
or employer identification number shown opposite Debtor's signature below is
correct.
Debtor hereby delivers and transfers possession of and all control over the
Collateral, including the Collateral Note, to Secured Party.
Secured Party appears herein through its undersigned representative,
accepts this Security Agreement, and acknowledges receipt of the Collateral Note
and all other property hereby encumbered.
DEBTOR SOCIAL SECURITY NUMBER
OR
AMERICAN FIRE RETARDANT CORPORATION EMPLOYER IDENTIFICATION NUMBER
/s/ Xxxxxx X. Xxxxxxx 00-0000000
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By: XXXXXX X. XXXXXXX, Secretary
SECURED PARTY
WHITNEY NATIONAL BANK
/s/
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Corporate Banking Officer
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