EXHIBIT 10.34
SECURITY AGREEMENT
(CHATTEL MORTGAGE)
THIS SECURITY AGREEMENT (the "Agreement") made as of July 12, 1996, under
the laws of the State of Florida, by and between Roadhouse Grill, Inc., a
Florida corporation, ("Debtor"), whose address is 0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, and Xxxx X. Xxxxx, Xx. (hereinafter
called the "Secured Party"), whose address if 000 Xxxx Xxxxxxx Xxxxx Xxxx,
Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000.
WITNESSETH:
This Security Agreement is given to secure the payment and performance of
two certain promissory notes (collectively referred to as "Promissory Note"),
one of which is in the original principal amount of Two Million Five Hundred
Thousand Dollars ($2,500,000), and the other of which is in the original
principal amount of One Million Five Hundred Thousand Dollars ($1,500,000),
executed by Debtor as "Maker" to Secured Party as "Holder".
Debtor hereby grants and conveys to the Secured Party a security interest
in and mortgages to the Secured Party the following:
(a) all of the furniture, fixtures and equipment located in Debtor's
restaurants on the date hereof which has not previously been pledged to a third
party.
(b) all proceeds thereof, if any.
DEBTOR WARRANTS, COVENANTS AND AGREES AS FOLLOWS:
To pay the Promissary Note secured by this Agreement in accordance with its
terms.
To defend the title to the collateral against all persons and against all
claims and demands, whatsoever, which collateral, except for the security
interest granted hereby, is lawfully owned by the Debtor and is now free and
clear of any and all liens, security interests, claimms, charges, encumbrances,
taxes and assessments except as may be set forth in the schedule.
On demand of the Secured Party to do the following: furnish further
assurance of title, execute any written agreement or do any other acts necessary
to effectuate the purposes and provisions of this Agreement, execute any
instrument or statement required by law or otherwise in
order to perform, continue or terminate the security interest of the Secured
Party in the collateral and pay all costs of filing in connection therewith.
To retain possession of the collateral during the existence of this
Agreement and not to sell, exchange, assign, lend, deliver, lease, mortgage or
otherwise dispose of same without the written consent of the Secured Party.
To keep the collateral at the location specified in the schedule and not to
remove same (except in the usual course of business for temporary periods)
without the prior written consent of the Secured Party.
To keep the collateral free and clear of all liens, charges, encumbrances,
taxes and assessments.
To pay, when due, all taxes, assessments and license fees relating to the
collateral.
To keep the collateral, at Debtor's own cost and expense, in good repair
and condition and available for inspection by the Secured Party at all
reasonable times.
To keep the collateral fully insured against loss by fire, theft and other
casualties; Debtor shall give immediate written notice to the Secured Party and
to insurers of loss or damage to the collateral and shall promptly file proofs
of loss with insurers.
THE PARTIES FURTHER AGREE:
Waiver or acquiescence in any default by the Debtor, or failure of the
Secured Party to insist upon strict performance by the Debtor of any warranties
or agreements in this Security Agreement, shall not constitute a waiver of any
subsequent or other default or failure.
Notices to either party shall be in writing and shall be delivered
personally or by mail or addressed to the party at the address herein set forth
or otherwise designated in writing.
The Uniform Commercial Code shall govern the rights, duties and remedies of
the parties and any provisions herein declared invalid under any law shall not
invalidate any other provisions of this Agreement.
If any provision of this Agreement shall be invalid or unenforceable, all
other provisions shall remain valid and enforceable to the fullest extent
permitted by law.
ANY OF THE FOLLOWING SHALL CONSTITUTE A DEFAULT BY DEBTOR:
A. Failure of Debtor to pay when due any payment under the Promissory Note,
or any other default by Debtor under the Promissory Note:
2
B. Failure of Debtor to comply with or perform any term, covenant,
agreement, obligation or condition of this Agreement;
C. False or misleading representations or warranties made or given by
Debtor in connection with this Agreement;
D. Subjection of the collaterial to levy of execution or other judicial
process;
E. Commencement of any insolvency proceeding by or against the Debtor and
if against the Debtor, such proceeding is not dismissed within sixty (60) days
of filing; or
F. A default under any agreement with Secured Party.
Upon any such default, the Secured Party shall have all the rights,
remedies and privileges with respect to repossession, retention and sale of the
collateral and disposition of the proceeds as are accorded by the applicable
sections of the Uniform Commercial Code respecting "Default".
Upon any default and upon demand, Debtor shall assemble the collateral and
make it available to the Secured Party at the place and at the time designated
in the demand.
At its option, the Secured Party may, if Debtor has failed to do so, but
shall in no way be obligated to, discharge taxes, liens or security interests.
Upon any default, the Secured Party's reasonable attorney's fees and the
legal and other expenses for pursuing, searching for, receiving, taking,
keeping, storing, advertising, and selling the collateral shall be chargeable to
the Debtor.
The Debtor shall remain liable for any deficiency resulting from a sale of
the collateral and shall pay any such deficiency forthwith on demand.
If the Debtor shall default in the performance of any of the provisions of
this Agreement on the Debtor's part to be performed, Secured Party may perform
same for the Debtor's account, and any monies expended in so doing shall be
chargeable with interest at the maximum rate permitted by law to the Debtor, and
shall be payable by Debtor to Secured Party upon demand.
The Secured Party is hereby authorized to file a financing Statement.
The terms, warranties and agreements herein contained shall bind and inure
to the benefit of the respective parties hereto, and their respective legal
representatives, successors and assigns.
This Agreement may not be changed orally.
3
IN WITNESS WHEREOF, the Parties have respectively signed and sealed these
presents the day and year above written.
DEBTOR:
ROADHOUSE GRILL, INC., a Florida
corporation
BY: /s/ J. XXXXX XXXXX III
----------------------
TITLE: PRESIDENT
----------------------
SECURED PARTY:
-------------------------
XXXX X. XXXXX, XX.
4
