SECURITY AGREEMENT
July 31, 2003
Alpine Aviation, Inc., d/b/a Alpine Air (hereinafter referred to as
"Debtor") hereby grants to Xxxxxxxx Family, L.L.C. (hereinafter referred to as
"Secured Party") a security interest under the Uniform Commercial Code in the
property described in Exhibit "A" attached hereto and by this reference
incorporated herein (hereinafter called collateral) subject to all applicable
conditions contained herein and including all proceeds, products and
accessions thereto.
This Agreement is given to secure payment to the Secured Party of the
Debtor's Promissory Note dated July 31, 2003, in the amount of $1,718,493.00,
which Promissory Note is incorporated herein and made a part hereof and any
other debts, notes, obligations and liabilities which may become owed to the
Secured Party in the future, as part of the Agreement for Sale and Purchase of
Aircraft dated July 31, 2003, which is also incorporated herein.
The Debtor hereby waives any further disclosure required by the Truth in
Lending Act.
The Debtor hereby warrants, represents and agrees that the collateral
described herein is and will be kept or used at the various locations where
Debtor hangars the aircraft from time to time, and will not be removed from
such location or locations unless prior to any such removal, Debtor has given
written notice to the Secured Party of the new location or locations to which
Debtor desires to remove the collateral and Secured Party has given its
written consent to such removal.
The Debtor will not sell, lease or otherwise dispose of any of the
collateral described herein or attempt to offer to do so without the prior
written consent of the Secured Party. The Debtor hereby agrees to account for
and pay over or deliver to the Secured Party all proceeds of any collateral
promptly upon receipt thereof.
The Debtor will keep accurate books, records and accounts with respect
to the collateral described herein and with respect to the general business of
the Debtor and will make the same available to the Secured Party at its
request for examination and inspection and will make and render to the Secured
Party such reports, accountings and statements as the Secured Party from time
to time may request with respect to the collateral and will permit any
authorized representation of the Secured Party to examine and inspect during
normal business hours any and all premises where the collateral is or may be
kept or located.
The Debtor will keep the collateral and all premises, buildings and
other property now or hereafter at any time owned or used by the Debtor in
connection with the use of the collateral in good condition and insured
against such risks and in such amounts as the Secured Party may from time to
time request with an insurance company or companies satisfactory to the
Secured Party which policies will protect the Secured Party as loss payee as
its interest may appear and be delivered to the Secured Party at its request.
The Debtor has or will acquire title to and will at all times keep the
collateral described herein free of all liens and encumbrances except the
security interest created hereby. No financing statement covering all or any
part of the collateral, except any which may be filed by the Secured Party,
are on file in any public office.
The Debtor will at any time or times hereafter execute such financing
statements and other instruments or perform such acts as the Secured Party may
request to establish and perfect a valid security interest in the collateral
and will pay all costs of filing and recording. The Debtor hereby authorizes
the Secured Party at the Debtor's expense to execute and file on Debtor's
behalf a financing statement or statements in those public offices deemed
necessary by the Secured Party to protect its security interest in the
collateral. The Debtor will pay all expenses and upon request take any action
reasonably deemed advisable by the Secured Party to preserve the collateral or
establish, determine priority of, perfect, continue perfection, terminate
and/or enforce the Secured Party's interest in its rights under this
Agreement.
Upon default by the Debtor in any of the preceding warranties,
representations and agreements, the Secured Party, at its option, may elect
either of the following:
(a) effect such insurance and repairs and pay the premiums
therefor and the costs thereof; and,
(b) pay and discharge any taxes, liens and encumbrances on the
collateral. All sums so advanced or paid by the Secured Party shall be
payable by the Debtor on demand with interest at the maximum rate
allowed by law and shall be a part of the secured obligations.
The occurrence of any of the following events shall constitute a
default:
(a) Failure of Debtor or any co-maker, endorser, surety or
guarantor to pay when due by acceleration or otherwise any amount
payable under any of the secured obligations.
(b) Failure to perform any agreement of Debtor contained herein.
(c) Any statement or representation or warranty of Debtor made
herein or at any time furnished to the Secured Party is untrue in any
respect as to the date made.
(d) Entry of any judgment against the Debtor.
(e) Appointment of a receiver for loss, substantial damage to,
destruction, theft, sale or encumbrance to or of any portion of the
collateral or the making of any levies, search or attachment thereof.
(f) The Debtor becomes insolvent or is unable to pay its debts
as they mature or make an assignment for the benefit of its creditors or
any proceedings commenced by or against the Debtor alleging that he is
insolvent or is unable to pay its debts as they mature.
(g) The death of any of the individual Debtor.
(h) Dissolution, consolidation, merger or transfer of a
substantial part of the property of the corporate Debtor.
(i) Such a change in the condition or affairs (financial or
otherwise) of the Debtor or any co-makers, endorsers, sureties or
guarantors of any of the secured obligations as in the opinion of the
Secured Party impairs the Secured Party's security or increases its
risk; or,
(j) The Secured Party in good xxxxx xxxxx himself insecure for any
reason whatsoever.
Whenever a default shall exist, the Secured Party may at its option and
without demand or notice declare all or any part of the unpaid balance of the
amount financed plus accrued finance charges and interest of the secured
obligations immediately due and payable and the Secured Party may exercise in
addition to the rights and remedies granted hereby, all rights and remedies of
a secured party under the Uniform Commercial Code or any other applicable law,
including the right to take possession of the collateral. In addition, for
the purpose of taking possession of the collateral, the Secured Party may as
far as the Debtor can give authority therefore, enter upon premises upon which
the collateral or any part thereof may be situated and remove the same
therefrom.
The Debtor agrees in the event of default to make the collateral
available to the Secured Party at a place or places acceptable to the Secured
Party and when legally permissible to pay all costs of the Secured Party
including reasonable attorney's fees in the collection of any of the secured
obligations and the enforcement of any of the Secured Party's rights. If any
notification of the intended disposition of any of the collateral as required
by law which notification shall be deemed reasonably and properly given is
mailed at least ten (10) days before such disposition, postage pre-paid,
addressed to the Debtor at the addresses shown on the reverse side hereof.
No delay or failure by the Secured Party in the exercise of any rights
or remedies shall constitute a waiver thereof and no single or partial
exercise by the Secured Party of any rights or remedies shall preclude other
or further exercise thereof or the exercise of any other right or remedy. In
case any one or more of the provisions of this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality and unenforceability shall not affect any other
provision of this Agreement.
This Security Agreement and the provisions hereof are to be binding upon
the heirs, personal representatives, and assigns of the Debtor and benefit the
heirs, personal representatives, successors and assigns of the Secured Party.
Invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions.
DEBTOR SECURED PARTY
ALPINE AVIATION, INC. XXXXXXXX FAMILY, L.L.C.
d/b/a Alpine Air
By/s/Xxx X. Xxxxxx By/s/Xxxxxx X. Xxxxxxxx
------------------------ -----------------------------------
Xxx X. Xxxxxx, Secretary Xxxxxx X. Xxxxxxxx, Managing Member
EXHIBIT "A"
Collateral
Serial No. Registration No.
UB-1 N-190GA
UB-5 N198GA / CC-CAS
UB-6 N-125BA
UB-7 N-127BA
UB-8 N-194GA / CC-CAF
UB-11 N-172GA
UB-16 N-197GA
UB-17 N-192GA
UB-25 N-154GA
UB-34 N-153GA
UB-65 N195GA / CC-CAK
UC-17 N-17ZV
UC-53 N-31764
UC-70 N-410UB
U-236 N-236AL
U-238 N-238AL
