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EXHIBIT 10.3
[CITICORP LOGO]
DEALER SECURITY AGREEMENT CITICORP DEALER FINANCE
This Dealer Security Agreement ("Agreement"), made this 19th day of
June, 1995 by and between CITICORP DEL-LEASE, INC., d/b/a Citicorp Dealer
Finance (hereinafter referred to as "Lender") having its principal place of
business at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000, and M & M Properties, Inc
dba M & M Equipment Rental, an AL /x/ corporation: / / ________________________
partnership; / / sole proprietorship (check applicable term), having its
principal place of business at 0000 Xxx 00 Xxxx, Xxxxxxx, XX 00000 (hereinafter
referred to as "Borrower") and other locations from which it conducts its
business as follows ______. Borrower engages in the business of buying, selling
and generally dealing in goods of various types, at retail or otherwise.
Borrower hereby requests Lender to make extensions of credit as Lender may deem
advisable to make from time to time to enable Borrower to finance the
acquisition of inventory and equipment:
________________________________________________________________________________
________________________________________________________________________________
In consideration of the mutual promises, and of the covenants and conditions of
this Agreement, the parties hereto agree as follows:
1. EXTENSIONS OF CREDIT.
a. Borrower hereby requests Lender to advance and/or commit to advance
sums of money on behalf of Borrower ("Extensions of Credit") from time
to time, for the purchase of all or part of the Borrower's Inventory
(hereinafter defined). Any Extensions of Credit shall be made in
amounts to be determined by Lender in Lender's sole discretion
provided, however, that Lender, with or without cause, may refuse to
advance any such sum of money. Extensions of credit shall be
conditioned upon Borrower's delivery of such documents, agreements and
instruments as Lender may require in its sole discretion, all in form
and substance satisfactory to Lender. Unless specified in notes or
other instruments made by Borrower and accepted by Lender, all
Extensions of Credit shall be evidenced solely by entries upon the books
and records of Lender. Borrower acknowledges that no Extension of
Credit previously made shall require Lender to make any future
Extensions of Credit.
b. Lender is hereby authorized and directed to pay on Borrower's behalf
up to the amount due on each invoice from the manufacturer or
distributor of an item of Inventory (a "Supplier") submitted to Lender
by Borrower and other instruments required by Lender to evidence the
Extensions of Credit and the Collateral securing such Extensions of
Credit. Lender, in its sole discretion, shall determine the eligibility
of any such invoices for Extensions of Credit pursuant to this
Agreement. Payment when so made by Lender to Supplier shall be deemed
to be an Extension of Credit to Borrower and shall become due and
payable by Borrower under this Agreement. Lender shall have no
responsibility for the validity or genuineness of any such invoice, and
Lender shall have no responsibility for any breach of contract between
Borrower and Supplier or any other person or entity. Borrower agrees
to indemnify and hold Lender harmless from and against any demand,
claim, action, cost, liability, damage or expense of any kind,
including attorney's fees, arising from or in connection with the
transactions contemplated herein.
2. COLLATERAL.
a. The term "Collateral" as used herein shall mean: All new and used
inventory now owned or hereafter acquired by the Borrower, including
but not limited to See attached Schedule A
wherever located and any and all returned, exchanged and repossessed
items thereof and trade-ins thereon and any and all attachments,
additions and accessions thereto and accessories, substitutions,
replacements and parts therefor ("Inventory"); all chattel paper,
leases, contract rights, accounts and general intangibles now owned or
hereafter acquired by Debtor arising from or related to the above
Inventory; and all proceeds of the foregoing, including all cash, rents
and non-cash proceeds thereof, including insurance proceeds.
b. Borrower hereby specifically mortgages and hypothecates to and in favor
of Lender, and grants to Lender, a security interest in the Collateral.
The security interest granted hereunder shall secure the payment and
performance of all Extensions of Credit and all other advances, debts,
liabilities and obligations owed by the Borrower to Lender, incurred
directly or contingently, which are presently existing or hereafter
arising whether under this Agreement or any other agreement between
Borrower and Lender (collectively, the "Obligations").
3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that on
the date hereof and at the time of each Extension of Credit:
a. Borrower is engaged in the business of buying, selling and generally
dealing in goods at retail or otherwise;
b. Borrower's chief place of business and the Collateral are located at
the address indicated above except where Borrower has other locations
from which it conducts its business or where some of the Collateral
may be located and the address of such locations have been indicated
above, and it has authority to conduct its business in such locations:
c. Borrower is not in default under any contract to which it is a party;
d. There is no security agreement, mortgage, chattel mortgage, deed of
trust, conditional sale contract, pledge, assignment of receivable or
other agreement executed by it and presently outstanding covering any
of the Collateral and the proceeds thereof, other than with Lender,
except for that certain security agreement between Borrower and SEE
ATTACHED SCHEDULE B;
e. The Collateral is free from all liens, claims, security interests and
encumbrances other than that created hereby and as described above in
Section 3(d);
f. No financing statements covering Collateral are now on file in favor of
anyone other than Lender, except pursuant to Section 3(d) above;
g. There is no litigation pending or threatened against Borrower, its
officers or directors or partners which, if adversely determined, might
have a material adverse affect on Borrower's business condition; and
h. Borrower's possession of Inventory is solely for the purpose of
procuring the sale, rental or exchange thereof to a retail buyer in the
ordinary course of Borrower's business.
4. COVENANTS. Borrower covenants and agrees:
a. To maintain the Inventory in good repair, working order, condition and
appearance, make all necessary or appropriate repairs, restorations,
replacements and renewals thereto, and not permit its value to be
impaired;
b. Not to grant or suffer to exist any security interest, mortgage,
attachment, lien or other encumbrance of any sort (other than Lender's
security interest or those detailed in Section 3(d) hereof on any
Collateral without Lender's prior written consent;
c. To notify Lender in advance of any change in, or addition or
discontinuation of Borrower's places of business, and any change in the
name, identity or form of Borrower;
d. To defend the Collateral against all claims and legal proceedings by
persons or entities other than Lender.
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e. To pay and discharge when due all taxes, fees, levies or other charges
of any sort upon the Collateral;
f. Not to permit any Inventory to become an accession or fixture to any
other property;
g. Not to deliver possession of any Collateral consisting of contract
rights, rental instruments, documents, money or chattel paper
to anyone other than Lender or Lender's designee(s);
h. Not to permit any Collateral to be used in violation of any applicable
law, rule, regulation or policy of insurance;
i. To use its property in the regular and ordinary course of business,
solely for business purposes, and comply with all laws, rules
and regulations applicable in any way to Borrower.
j. Not to remove or allow the removal of any Collateral from Borrower's
places of business without the prior written consent of Lender except
in the regular and ordinary course of business; and
k. To make the Collateral and the records relating thereto available for
inspection by Lender, or its designee, upon request, at reasonable
places and times;
l. To provide Lender with copies of its balance sheet, profit and loss
statement and such other financial reports within one hundred
twenty (120) days of the close of each fiscal year of Dealer; and
m. To deliver or cause to be delivered to Lender, upon requests of Lender,
the invoices, warehouse receipts, bills of lading, certificates
of title and other documents issued for each item of Inventory
financed hereunder, and Lender shall have the right to hold the same
until such items of Inventory are sold and to have its lien or security
interest noted thereon.
n. To notify Lender of any material disputes between Borrower and any
Supplier, including but not limited to threatened or actual
termination of Borrower's authorization to represent, purchase goods for
resale from, or otherwise engage in normal commercial relations with
such Supplier, and
o. If a corporation, to continuously maintain, preserve and keep in full
force and effect, its corporate existence, registry, good
standing, rights, and privileges in its corporate jurisdiction and all
jurisdictions wherein Borrower is doing business. Borrower shall not
permit any material change in the legal or equitable ownership of
Borrower without thirty (30) days prior written notification to Lender.
5. PAYMENTS.
a. Borrower agrees that the amount of each and every Extension of Credit
with any accrued and unpaid interest and other charges, shall be payable
in accordance with the Schedule of Terms (hereinafter defined) announced
from time to time by Lender; provided, however, that all such amounts
shall be due and payable, and Borrower agrees to pay to Lender such
amounts, upon demand made upon or after the occurrence of any one or
more of the following events: (i) as to the outstanding Extension of
Credit applicable to any item of Inventory immediately upon the sale
thereof, and (ii) an Event of Default as set forth in Paragraphs 7 and 8
hereof.
b. Interest shall be charged on the Extensions of Credit and Borrower
agrees to pay such interest charges promptly as billed and upon such
terms as Lender shall require in this Agreement and in accordance with
the rates and terms as announced in schedules from time to time by
Lender (the "Schedule of Terms", which Schedules of Terms are
incorporated by reference herein and made a part hereof). Interest
charges for each Extension of Credit outstanding during the prior month
shall be computed and accrued at the lesser of (i) the interest rate as
set forth in the Schedule of Terms, or (ii) the highest rate of interest
that Borrower can legally obligate itself to pay and/or Lender can
legally collect ("Maximum Legal Rate"). Interest shall accrue from and
including the date of each Extension of Credit as a simple interest rate
per annum based on a year of three hundred sixty (360) days for the
actual number of days elapsed. "Base Rate" shall mean the rate
announced from time to time by Citibank, N.A. in New York as its Base
Rate. Notwithstanding any other provision to the contrary set forth
herein, if at any time implementation of any provision hereof shall
raise the interest or other charges of Lender herein above the Maximum
Legal Rate, if any, in effect from time to time in the applicable
jurisdiction for Extensions of Credit to Borrowers of the type, in the
amount, for the purposes, and otherwise of the kind herein contemplated,
then such interest or other charges shall be limited to the Maximum
Legal Rate and any excess interest or other charges inadvertently
collected shall be deemed to be a partial prepayment of an Extension of
Credit and so applied.
c. All amounts payable pursuant hereto are payable at Lender's address
set forth above or at such other address as Lender may specify from time
to time in writing. Lender shall provide Borrower, on either a monthly
or other periodic basis, an invoice or statement of Borrower's account
prepared from Lender's records.
6. INSURANCE. Borrower shall at all times bear all risk of loss of, damage to,
or destruction of, the Collateral. Borrower shall maintain public liability
insurance and shall keep all Collateral insured against risks covered by
standard forms of fire, theft, and extended coverage insurance and such other
risks as may be required by Lender, in amounts, and having such deductibles
under policies issued by such insurance companies as are satisfactory to Lender.
Borrower agrees to deliver promptly to Lender certificates, or if requested,
policies of insurance, satisfactory to Lender, each with an endorsement naming
Lender or its assigns as additional insured or loss payee as their interests may
appear, along with proof of payment of the premium therefor. Each policy shall
provide that Lender's interest therein will not be invalidated by the acts,
omissions or neglect of anyone other than Lender, and will contain the insurer's
agreement to give thirty (30) days prior written notice to Lender before the
cancellation of or any material change in the policy will be effective as to
Lender, whether such cancellation or change is at the direction of Borrower or
insurer. Borrower assigns to Lender all policies and all proceeds of such
insurance, including returned and unearned premiums, not to exceed the sum of
all Obligations, as additional security. Borrower directs all insurers to pay
such proceeds directly to Lender, and Borrower shall hold in trust for Lender
and promptly remit to Lender, in the form received, with all necessary
endorsements, any proceeds of such insurance which Borrower may receive. Lender
shall apply any proceeds of insurance which may be received by it toward payment
of the Obligations to which such insurance proceeds relate, whether or not
then due, such proceeds to be applied first to interest and then to principal.
Excess insurance proceeds, if any, shall be returned to Borrower or applied to
any other Obligations, should such other Obligations be then due and unpaid, in
the event any item of Collateral is damaged and a claim submitted to the insurer
is in dispute. Borrower will pay the unpaid balance plus all accrued interest
of all Extensions of Credit attributable to the damaged Collateral, within five
(5) days of Lender's request. If, in the opinion of Lender, Borrower fails to
maintain insurance on the Collateral in a manner satisfactory to Lender, Lender
may, but shall not be obligated to, purchase such insurance, and Borrower agrees
to immediately reimburse Lender, upon demand, for any payment made or expense
incurred by Lender in purchasing such insurance, plus interest thereon at the
After Maturity Rate specified in the Schedule of Terms.
7. DEFAULT. The occurrence of any of the following events shall be deemed to
constitute an Event of Default under this Agreement;
a. Borrower shall fail to pay when due any amount owed by it to Lender or
to any parent, subsidiary or affiliate of Lender whether
hereunder or under any other instrument or agreement;
b. Borrower shall fail to perform or observe any other obligation,
covenant, or term to be performed or observed by it hereunder
or under any other instrument or agreement;
c. Any warranty, representation or statement made by Borrower in
connection with this Agreement or any other agreement between
Lender and Borrower is false or breached;
d. Borrower or any guarantor or surety for the Obligations
shall die, become insolvent or cease to do business as a going concern
or any guarantor or surety terminates such guaranty or suretyship with
respect to the Borrower;
e. The Collateral shall suffer a reduction in value, other than any
reduction in value from ordinary wear and tear resulting from
any of the Collateral being leased or rented by Borrower to third
parties under the terms of this Agreement;
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f. Borrower or any guarantor of or surety for the Obligations shall make
an assignment for the benefit of creditors, file a petition in
bankruptcy, apply to or petition any tribunal for the appointment of a
custodian, receiver or trustee for itself or for any substantial part of
its property, or shall commence any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, or if there shall have
been filed any such petition or application, or any such proceeding
shall have been commenced against any such person or entity, or any
such person or entity by any act or omission shall indicate its consent
to, approval of or acquiescence in any such petition, application,
proceeding, order for relief or such appointment of a custodian,
receiver or trustee;
g. Borrower shall have concealed or removed, or permitted to be concealed
or removed, any part of its assets, so as to hinder, delay or
defraud any of its creditors, or made or suffered a transfer of any of
its assets which transfer would be fraudulent under any bankruptcy,
insolvency, fraudulent conveyance or similar law or shall have made any
transfer of its assets to or for the benefit of a creditor at a time
when other creditors similarly situated have not been paid or shall
have suffered or permitted, while insolvent, any creditor to obtain a
lien upon any of its property through legal proceedings or distraint;
h. Loss, theft, damage, destruction, transfer, sale (except as expressly
permitted herein) or encumbrance of the Collateral, without
prior written consent of Lender, or the making of any levy, seizure or
attachment thereon;
i. Dissolution, merger, consolidation or transfer of any substantial part
of the property or ownership of Borrower, without the prior written
consent of Lender; or
j. A material adverse change in the Borrower's financial condition or
operations.
8. REMEDIES OF LENDER.
a. Upon the occurrence of an Event of Default, and at any time thereafter,
Lender shall have the right, at its option, to immediately exercise
one or more of the following remedies; (i) without demand or notice of
any kind, refuse to make any further Extensions of Credit; (ii)
terminate this Agreement immediately without notice; (iii) declare
immediately due and payable all sums and other Obligations then owing
by Borrower to Lender whether pursuant hereto or under any other
document, instrument or agreement, or otherwise, notwithstanding the
provisions of any writings evidencing the same; (iv) exercise any and
all rights it may have under the Uniform Commercial Code or other law;
(v) take immediate and exclusive possession of the Collateral, wherever
it may be found, and enter any of the premises of the Borrower, with or
without process of law, wherever the Collateral may be, or is supposed
to be, and search for same, and if found to take possession of, and
remove the Collateral, all without liability on the part of Lender or
its agents for such entry or for property or other damage; (vi) sell
any or all of the Collateral, at public or private sale, without notice
to Borrower or advertisement or otherwise, for cash or on credit, as
the Lender may elect, at its option, and Lender reserves the right to
bid and become the purchaser at any such sale; (vii) notify, in
Lender's own name, or in the name of the Borrower, all obligors of
Borrower and demand, collect, receive, receipt for, xxx, compromise and
give acquittance for, any and all amounts due to Borrower on contracts
and credits; (viii) direct Borrower to assemble the Collateral and
deliver it to Lender, at Borrower's expense, at a place designated by
Lender which is reasonably convenient to Lender and Borrower; and/or
(ix) hold, appropriate, apply or set-off any and all moneys, credits,
indebtedness due from Lender, its affiliates, parents or subsidiaries,
to Borrower or any Suppliers of any item of inventory or other property
of or belonging to borrower which is or comes into possession of
Lender, its affiliates, parents or subsidiaries.
b. Borrower shall pay all reasonable costs of Lender incurred in the
collection of any of the Obligations owed Lender by Borrower
and for the enforcement of any Obligations of Borrower to Lender,
including reasonable attorney's fees and legal expenses. The foregoing
remedies shall not be deemed exclusive or alternative but shall be
cumulative and in addition to all other remedies in favor of Lender
existing at law or in equity. Notwithstanding the foregoing and in
addition, thereto, if Borrower fails to perform any of its obligations
hereunder, Lender may perform the same, but shall not be obligated to
do so, for the account of Borrower, and Borrower shall immediately repay
to Lender any amounts paid by Lender in such performance together with
interest thereon at the After Maturity Rate specified in the Schedule
of Terms.
c. Any proceeds realized by Lender upon the sale or other disposition of
the Collateral pursuant to this Section 8 may be applied by Lender to
the payment of the reasonable expenses of retaking, holding, preparing
for sale, selling and the like, including reasonable attorney's fees
and legal expenses, and any balance of such proceeds may be applied by
Lender toward the satisfaction of Borrower's Obligations in such
order of application as Lender may in its sole discretion determine.
Any surplus shall be paid to Borrower. Borrower shall be liable for
and shall promptly pay on demand any deficiency resulting from any such
disposition of Collateral.
9. TERMINATION. Either party upon not less than thirty (30) days prior written
notice to the other party may terminate this Agreement with respect to future
Extensions of Credit. Termination of this Agreement shall not affect the
rights and obligations of the parties with respect to transactions occurring
prior to the date of termination. Provided that all Borrower's Obligations to
Lender are paid in full, Lender will, upon Borrower's written request made
after the effective date of termination, release or terminate any and all
financing statements filed by Lender against Borrower.
10. BORROWER'S RIGHT TO SELL OR RENT. Borrower may sell its inventory to
buyers in the regular course of business, but nothing herein shall be
deemed to waive or release any interest Lender may have hereunder, or under any
other agreement, in any proceeds of such inventory. Upon any sale of such
inventory, Borrower shall pay to Lender such payment to be made on the earlier
of (a) twenty-four (24) hours after Dealer receives the proceeds of such sale,
or (b) thirty (30) days after the earlier of the date of delivery of the
Inventory to the Buyer or the date of the invoice therefor an amount equal to
the unpaid balance of the Extension of Credit plus accrued and unpaid interest
with respect to the item of Inventory sold; provided, however, that if Borrower
is in default, Borrower shall pay the entire proceeds of such sale to Lender.
For purposes hereof, the term "sale" shall include a cash sale, conditional
sale, installment sale, finance lease, or other similar transaction. Inventory
may not be rented or leased by Borrower without the prior written consent of
Lender, unless permitted by the applicable Schedule of Terms.
11. POWER OF ATTORNEY. Borrower hereby constitutes Lender, its successors and
assigns, Borrower's true and lawful attorney, irrevocably, with full power (in
Borrower's name or otherwise) to execute promissory notes or other evidence of
indebtedness and to execute and file, at such locations as Lender shall
determine, UCC financing statements and, upon the occurrence of an Event of
Default to ask, require, demand and receive any and all payments and other
claims for money due and to become due with respect to Inventory and to endorse
any checks or instruments or other orders in connection therewith, all without
affecting Dealer's liability in any manner whatsoever.
12. GENERAL PROVISIONS.
a. This Agreement may be executed in multiple counterparts which together
shall constitute but one and the same instrument. This Agreement shall
be binding on the parties, their heirs, executors, administrators,
successors and assigns, provided, however, that Borrower may not
assign this Agreement without the prior written consent of Lender.
b. It is understood and agreed, any law, custom or usage to the contrary
notwithstanding, that Lender shall have the right at all times
to enforce the covenants and provisions of this Agreement in strict
accordance with the terms thereof, notwithstanding any conduct or
custom on the part of Lender in refraining from so doing at any time or
times; and further, that the failure of Lender at any time or times to
enforce its right under said covenants and provisions strictly in
accordance with the same shall not be construed as having created a
custom in any way or manner contrary to the specific terms and
provisions of this Agreement or as having in any way or manner
modified, altered or waived the same.
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c. Lender may hold any sums of monies belonging to Borrower which come into
the possession of Lender and may apply all or a portion of said sums of
monies to any past due Obligations, or to any other claims that Lender
or any of its affiliates or subsidiaries may have against Borrower.
Borrower hereby constitutes and appoints Lender, its successors and
assigns, Borrower's true and lawful attorney, irrevocably, with full
power, to endorse checks or other instruments in connection therewith.
d. Borrower shall not assert against Lender any claim or defense Borrower
may have against any third party with respect to the Collateral.
e. This instrument contains the entire agreement between the parties
relating to the financing of inventory and the security interest provided
herein, and supersedes all prior representations, promises and conditions,
whether oral or written, in connection with the subject matter hereof,
and any representation, promise or condition not incorporated herein
shall not be binding upon the parties.
f. Waiver of any particular default shall not be a waiver of any other
default. All of Lender's rights are cumulative and not alternative. No
modification or change in this Agreement or in any related agreement
shall bind Lender unless in writing signed by a duly authorized officer
of Lender. The term "Lender" shall include any assignee of Lender. Any
provisions of this Agreement found by judicial interpretation or
construction to be prohibited by law shall be ineffective to the extent
of such prohibition, without invalidating the remaining provisions
hereof. All words used shall be understood and construed to be of such
number, tense and gender as the circumstances may require.
g. Lender may (i) insert dates, amounts and inventory serial numbers and
descriptions when known in any promissory notes taken or documents
related hereto, and (ii) correct any patent errors or omissions therein
or in this Agreement.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed on
the day, month and year hereinabove written.
Lender Citicorp Del-Lease, Inc. Borrower: M & M Properties, Inc.
d/b/a Citicorp Dealer Finance dba M & M Equipment Rental
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx XxXxxxx
----------------------------------- --------------------------------
(Authorized Signature) (Authorized Signature)
Xxxxx X. Xxxxxx V.P. Xxxxx XxXxxxx
----------------------------------- --------------------------------
(Printed Name and Title) (Printed Name and Title)
SECRETARY'S CERTIFICATE RELATING TO INCUMBENCY AND CORPORATE RESOLUTIONS
The undersigned, X. Xxxxxxxx (Ass't) Secretary of M & M Properties, Inc. dba
M & M Equipment Rental
--------------------------
an Alabama corporation (herein the "Corporation"), does hereby certify:
1. That he is the duly elected, qualified and acting (Ass't) Secretary of
the Corporation and has the custody of the corporate records, minutes
and corporate seal.
2. That the following named person(s) has/have been properly designated,
elected and assigned to the office in such corporation as indicated
below; that such person(s) hold(s) such office at this time and that the
specimen signature appearing beside the name of such officer is his true
and correct signature.
Name Title Specimen Signature
Xxxxx XxXxxxx Pres. /s/ Xxxxx XxXxxxx
-----------------------------------------------------------------------------
Xxxxx Xxxxxxxx Ass't Secretary /s/ X. Xxxxxxxx
-----------------------------------------------------------------------------
3. That at a meeting of the Board of Directors of the Corporation, duly
called, convened and held on ________________________, at which meeting
a quorum was present and voted throughout, the following resolutions(s)
were duly adopted by said Board and said resolution(s) have not been
amended, altered or repealed and remain in full force and effect on the
date hereof:
RESOLVED, that the Corporation enter into a Dealer Security Agreement
with Citicorp Dealer Finance ("Citicorp") whereby the Corporation shall
borrow money from time to time to finance the purchase of inventory:
FURTHER RESOLVED, that the person(s) named above of this Corporation be
and any one of them is, authorized for and on behalf of this Corporation
as its corporate act and deed to execute and deliver the Dealer Security
Agreement and such ancillary documents as Citicorp may request all in
form as may be satisfactory to such person(s): and it is
FURTHER RESOLVED, that any such action heretofore taken by such officer
be and the same hereby is ratified and confirmed.
4. That he is one of the duly authorized and proper officers of such
corporation to make certificates in its behalf and that he has caused
this certificate to be executed and the seal of the corporation to be
hereunto appended this 19 day of June, 1995.
(Corporate Seal)
/s/ X. Xxxxxxxx
--------------------------------
(Ass't) Secretary
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SCHEDULE "A"
UCC-1 LANGUAGE
All new and used inventory now owned or hereafter acquired by the Borrower,
including but not limited to industrial lift trucks, aerial lifts, industrial
tractors, industrial material handling vehicles, industrial sweepers,
wherever located and any and all returned, exchanged and repossessed items
hereof and trade-ins thereon and any and all attachments, additions and
accessions thereto and accessories, substitutions, replacements and parts
therefor ("Inventory"); all goods, equipment, machinery, fixtures, motor
vehicles, furniture, chattel paper, leases, contract rights, accounts
receivable, accounts, documents, instruments and general intangibles now owned
or hereafter acquired by Debtor, and all proceeds of the foregoing, including
all cash, rents and non-cash proceeds thereof, including insurance proceeds.
DEBTOR: SECURED PARTY:
M & M PROPERTIES, INC. DBA CITICORP DEALER FINANCE
M & M EQUIPMENT RENTAL
BY: /s/ X. XxXxxxx BY: /s/ Xxxxx X. Xxxxxx
------------------------ --------------------------
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SCHEDULE B
----------
XXXX FINANCE Dept #760
X.X. Xxx 0000
Xxxxxxxxx, XX 00000-0000
CASE CREDIT CORPORATION 000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
AMERICAN EQUIPMENT LEASING X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
ASSOCIATES COMMERCIAL CORPORATION 0000 Xxxxxx Xxxxx
X.X. Xxx 000
Xxxx Xxxxxxxxx, XX 00000-0000
ASSOCIATES COMMERCIAL CORPORATION X.X. Xxx 00000
000 X. Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
HYSTER CREDIT COMPANY X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
PEOPLES FIRST XXXXXXXX XXXX X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
(ITT) DEUTSCHE FINANCIAL SERVICES X.X. Xxx 0000-0000
Xxxxxxxxxxxx, XX 00000-0000
CONCORD COMMERCIAL P. X. Xxx 000000
Xxxxxxxxx, XX 00000
CITIZENS XXXX & XXXXX X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
FIRST ALABAMA BANK X.X. Xxx 000
Xxxxxxxxxx, XX 00000
ASSOCIATES/XXXXX CREDIT X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
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SCHEDULE B
----------
CONTINUED
---------
FORD MOTOR CREDIT COMPANY X.X. Xxx 0000
Xxxxxxx, XX 00000
CIT GROUP/EQUIPMENT FINANCING, INC. X.X. Xxx 0000-X0000X
Xxxxxxxxxxxx, XX 00000
NAVISTAR FINANCIAL CORPORATION Dept. 9002
Carol Stream, IL 60128-9002
CITICORP NORTH AMERICA, INC. 000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
COMPASS BANK X.X. Xxx 00000
Loan Operations
Xxxxxxxxxx, XX 00000
ORIX CREDIT ALLIANCE, INC. X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
GMAC X.X. Xxx 00000
Xxxxx Xxxxxx, XX 00000-0000
DEUTSCHE CREDIT CORPORATION X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
GE CAPITAL FLEET SERVICES Drawer CS 100363
Xxxxxxx, XX 00000-0000
MERCEDES-BENZ CREDIT CORPORATION Dept. XX#00000
Xxxxxxxx, XX 00000-0000
REGIONS FINANCIAL LEASING, INC. X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
8
Schedule B
----------
Continued
----------
ATLAS COPCO 000 Xxxxx Xxxxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx, XX 00000
XXXX COMPANY 000 Xxxxx Xxxxxx
X.X. Xxx 000
Xxxx Xxxx, XX 00000
GENIE INDUSTRIES 00000 XX 00xx Xxxxxx
Xxxxxxx, XX 00000
JLG INDUSTRIES, INC. 0 XXX Xxxxx
XxXxxxxxxxxxxx, XX 00000
K.D. MANITOU, INC. X.X. Xxx 000000
Xxxx, XX 00000
MANITEX, INC. 0000 Xxxxx Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
SKYJACK, INC. 00 Xxxxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxxxxx X0X0X0
TRAK INTERNATIONAL, INC. 000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
