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EXHIBIT 10.19
CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT
DATED AS OF APRIL 29, 1999
General Electric Capital Corporation
0000 Xxxxxxxx Xxxxxxxxx; Xxx. 000
Xxxxxxxxxx XX 00000
(000) 000-0000
RECITALS
You (and/or your successors or assigns, "you") have entered into that
certain Master Security Agreement dated as of March 17, 1999 (the "Master
Agreement"), whereby you have made, or will make direct loans or otherwise
extend credit to us in the aggregate principal amount of up to TEN-MILLION
DOLLARS ($10,000,000.00), evidenced by now existing or hereafter acquired
Promissory Notes (each a "Note" and collectively "Notes"). Each Note is secured
by specific Collateral arising from the bona fide sale to us, by various
vendors, of equipment (collectively, the "Collateral"). The specific Collateral
associated with each Note is listed on a collateral schedule ("Collateral
Schedule") that references the related Note and is incorporated by reference
into the Master Agreement (each Note together with the related Collateral
Schedule an "Account" and collectively the "Accounts").
You (or your successors or assigns) have or will enter into that certain
Aircraft Security Agreement dated as of April 29, 1999 and related Promissory
Note (the "Aircraft Note") in the aggregate principal amount OF FIVE-MILLION
FOUR-HUNDRED THOUSAND DOLLARS ($5,400,000.00) (the "Aircraft Loan"), granting
you a security interest in a 1983 Cessna Citation III; serial number 650-0001;
FAA Registration number N651CC; with two Xxxxxxx model TFE-731-3C-100S engines,
serial numbers P-87180-4897-TT and P-87182-4897-TT used by us to purchase;
together with all instruments, avionics, equipment and accessories attached
and/or connected thereto, plus all logs, manuals issued for, or reflecting use
or maintenance thereon (herein, the "Aircraft").
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AGREEMENT
In order to induce you to extend our time of payment on one or more of
the Accounts and/or the Aircraft Loan, and to make additional loans to us under
the Master Agreement, and in consideration of you so doing, and for other good
and valuable consideration, the receipt of which we hereby acknowledge, we agree
as follows:
All Collateral presently existing and hereafter acquired by us and
financed by you under the Master Agreement in which you have or shall have a
security interest, as well as the Aircraft acquired by us and financed by you
under the Aircraft Loan, shall secure the payment and performance of all of our
liabilities and obligations to you of every kind and character, whether joint or
several, direct or indirect, absolute or contingent, due or to become due, and
whether under presently existing or hereafter created under the Accounts and the
Aircraft Loan.
Except as hereinafter provided, we agree that your security interest (i)
in the Collateral covered by the Master Agreement and any Account thereto now
held or hereafter acquired by you; and (ii) the Aircraft under the Aircraft
Loan, shall not be terminated in whole or in part until and unless all
indebtedness of every kind, due or to become due, owed by us to you is fully
paid and satisfied and the terms of every Account have been fully performed by
us. Further, except as hereinafter provided, it is agreed that you are to retain
your security interest in all Collateral covered by all Accounts held or
acquired by you under the Master Agreement and the Aircraft Loan, as security
for payment and performance under each such Account and the Aircraft Loan,
notwithstanding the fact that one or more of such Accounts may become fully
paid.
Notwithstanding anything to the contrary contained in the paragraph
immediately preceding or herein or in the Master Agreement, for so long as no
event of default has occurred and is continuing by us to you under the Master
Agreement, the Accounts, or the Aircraft Loan, you agree that upon partial
prepayment or payment in full of any Note under the Master Agreement or the
Aircraft Note under the Aircraft Loan, you will
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release that part of the Collateral or Aircraft to which such prepayment or
payment in full is attributable, based upon the original cost of such Collateral
or Aircraft.
This instrument is intended to create cross-default and cross-security
between and among all the Accounts under the Master Agreement now owned or
hereafter acquired by you and the Aircraft Loan.
A default under the Master Agreement, the Accounts, or the Aircraft Loan
shall be deemed to be a default under all other such agreements. A default shall
result if we fail to pay any sum when due under the Master Agreement, an Account
or the Aircraft Loan, or if we breach any of the other terms and conditions
thereof, or if we become insolvent, cease to do business as a going concern,
make an assignment for the benefit of creditors, or if a petition for a receiver
or in bankruptcy is filed by or against us, or if any of our property is seized,
attached or levied upon. Upon our default under the Master Agreement, any or all
Accounts or the Aircraft Loan, all such obligations thereunder shall, at your
option, become immediately due and payable without notice or demand to us or any
other party obligated thereon, and you shall have and may exercise any and all
rights and remedies of a secured party under the Uniform Commercial Code as
enacted in the applicable jurisdiction and as otherwise granted to you under
such agreements. We hereby waive, to the maximum extent permitted by law,
notices of default, notices of repossession and sale or other disposition of
collateral, and all other notices, and in the event any such notice cannot be
waived, we agree that if such notice is mailed to us postage prepaid at the
address shown below at least five (5) days prior to the exercise by you of any
of your rights or remedies, such notice shall be deemed to be reasonable and
shall fully satisfy any requirement for giving notice.
All rights granted to you hereunder shall be cumulative and not
alternative, shall be in addition to and shall in no manner impair or affect
your rights and remedies under any existing Account, agreement, statute or rule
of law.
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This agreement may not be varied or altered nor its provisions waived
except by your duly executed written agreement. This agreement shall inure to
the benefit of your successors and assigns and shall be binding upon our heirs,
administrators, executors, legal representatives, successors and assigns.
IN WITNESS WHEREOF, this agreement is executed this 29th day of
April, 1999.
UNITED FOODS, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx, XX
Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxxx, XX
Title: Senior Vice President, Title: Senior Vice President,
Administration CFO & Treasurer
AGREED AND ACCEPTED:
GENERAL ELECTRIC CAPITAL CORPORATION (and its successors and assigns)
BY /s/ Xxxx Xxxxxx
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TITLE Senior Risk Analyst
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DATE April 29, 1999
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