SECURITY AGREEMENT
This SECURITY AGREEMENT (the "Security Agreement") is effective this
30th day of September, 2001 among AIM Aircraft, Inc., a Colorado
corporation with its principal office at 0000 X. Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 (the "Pledgor") and Air Response Medical
Transport Corp., a Delaware corporation, Global Air Rescue, Inc., a
Delaware corporation and Air Response North, Inc., a Florida corporation
(the "Secured Parties").
1. Pledgor hereby grants to the Secured Parties as of the date hereof a
continuing security interest in the items and assets specifically set forth on
EXHIBIT A (the "Collateral") to secure payment and performance of all of the
Obligations (as defined below) of the Pledgor to the Secured Parties.
2. OBLIGATIONS. This Security Agreement is executed by Pledgor to secure
performance of Pledgor's obligations (the "Obligations") under that certain
convertible promissory note dated as of the date hereof in the principal amount
of $5,000,000 (the "Note") executed by Pledgor and payable to the order of the
Secured Parties pursuant to that certain Purchase Agreement of even date
herewith executed by Pledgor, the Secured Parties and Global Air Charter, Inc.,
a Florida corporation (the "Purchase Agreement"). The obligation of Pledgor to
make all payments and perform all of its obligations under the Note are
collectively referred to in this Security Agreement as the "Obligations."
3. Pledgor will not, without the prior written consent of the Secured
Party, which consent shall not be unreasonably withheld, sell, lease or
otherwise transfer or dispose of all or substantially all the Collateral.
4. Pledgor will keep the Collateral in good order and repair, and will
not waste or destroy the Collateral.
5. Pledgor represents, warrants, and agrees that: (a) Pledgor is duly
organized, validly existing and in good standing under the laws of the State of
Colorado and is duly qualified to do business in all jurisdictions necessary for
the operation of its business; (b) the name of Pledgor set out in this Security
Agreement is the full, complete proper name of Pledgor, and the address of
Pledgor is accurately stated; (c) Pledgor has full power and authority to
execute and deliver this Security Agreement and to perform its obligations
hereunder; and (d) Pledgor has authorized the execution, delivery, and
performance of this Security Agreement by all necessary corporate action.
6. Secured Party shall not be liable for failure to collect or realize
upon any or all of the Collateral, or for any delay in so doing, nor shall
Secured Party be under any duty to take any action whatsoever with regard
thereto. Secured Party shall use reasonable care in the custody and preservation
of any Collateral in its possession.
7. Regardless of whether or not the Uniform Commercial Code is in effect
in the jurisdiction where such rights, powers, and remedies are asserted,
Secured Party shall have the rights, powers and remedies of a secured party
under the Colorado Uniform Commercial Code, as amended. No forbearance, failure,
or delay by Secured Party in exercising any right, power, or remedy shall be
deemed a waiver thereof or preclude any other or further exercise thereof. No
single or partial exercise of any right, power, or remedy shall preclude any
other or further exercise thereof, or the exercise of any other right, power, or
remedy.
8. This Security Agreement shall be binding on and enforceable against
Pledgor and its successors, assigns, and legal representatives and shall inure
to the benefit of Secured Party and its successors, assigns, and legal
representatives.
9. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado without regard to its rules of conflict of
laws. The Company and the Holders hereby absolutely and irrevocably consent and
submit to the exclusive jurisdiction of the courts of the State of Colorado and
of any federal court located in the States of Colorado in connection with any
actions or proceedings brought against the Company or the Holders arising out of
or relating to this Agreement. In any such action or proceeding, the Company and
the Holders hereby absolutely and irrevocably waive personal service of any
summons, complaint, declaration or other process and hereby absolutely and
irrevocably agree that service thereof may be made by certified or registered
first class mail directed to the Company or the Holders, as the case may be, at
their respective addresses. Notwithstanding the foregoing, any disputes between
the Parties hereto concerning a Material Uncured Breach as defined in Section
2.4(c) of the Purchase Agreement and Section 5 of the Note or an Event of
Default as defined in SECTION 6 of the Note shall be submitted to arbitration in
a manner consistent with the terms of Section 10.4 of the Purchase Agreement,
but on an accelerated basis.
10. If any "Events of Default" as defined in Section 6 of the Note shall
have occured and shall not have been remedied, then the Secured Parties, may in
addition to any other rights and remedies that it may have, immediately and
without demand exercise any and all of the rights and remedies pursuant to law
granted to a secured Parties upon default under the Uniform Commercial Code; and
upon request or demand of the Secured Parties, the Pledgor shall at its expense
assemble all or any part of the Collateral and make it available to the Secured
Parties at a convenient place designated by the Secured Parties. Upon an Event
of Default, the Secured Parties and its agents are authorized, during normal
business hours, to enter into or onto any premises where the Collateral may be
located for the purpose of taking possession of such Collateral. Any notice of
sale, disposition or other intended action by the Secured Parties, sent to the
Pledgor at the address specified at the beginning of this Security Agreement or
at such other address of the Pledgor as may from time to time be shown on the
Secured Parties's records, at least ten (10) days prior to such action, shall
constitute reasonable notice to the Pledgor. Any proceeds of any disposition of
any of the Collateral may be applied by the Secured Parties toward payment of
such of the Obligations and in such order of application as the Secured Parties
may from time to time elect.
11. This Security Agreement may not be amended except in writing duly
signed by Secured Party and by Pledgor. If any provision of this Security
Agreement is rendered or declared illegal or unenforceable by reason of any
existing or subsequently enacted legislation or by a decree of last resort,
Pledgor and Secured Party shall promptly meet and negotiate in good faith
substitute provisions for those rendered illegal or unenforceable, but all of
the remaining provisions shall remain in full force and effect.
THE PLEDGOR HEREBY, AND THE SECURED PARTIES BY ITS ACCEPTANCE OF THIS SECURITY
AGREEMENT, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS SECURITY AGREEMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT,
COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES
ACCEPTING THIS SECURITY AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Security Agreement as
of the date set forth in the first paragraph hereof.
PLEDGOR
AIM AIRCRAFT, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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SECURED PARTIES
AIR RESPONSE MEDICAL TRANSPORT CORP.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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GLOBAL AIR RESCUE, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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AIR RESPONSE NORTH, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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