1
EXHIBIT 10.42
SECURITY AGREEMENT
(BANKERS HAZARD DETERMINATION SERVICES, INC.)
THIS SECURITY AGREEMENT (the "Agreement") is executed this 30 day of
December, 1996, by BANKERS HAZARD DETERMINATION SERVICES, INC., a Florida
corporation (the "Borrower"), in favor of FIRST OF AMERICA BANK - FLORIDA,
F.S.B., a federal savings bank (the "Lender"), and is made in reference to the
following facts:
(A) On or about the date hereof, the Lender has agreed to make a
secured loan to the Borrower in the original principal amount of $245,000.00
(the "Loan"). The Borrower will be sometimes referred to below as the "Obligor".
The Loan is evidenced by a note executed by the Borrower, which will be
sometimes referred to below as the "Note", and is secured by numerous
instruments of security, including without limitation, Guaranty Agreements, Loan
Agreement, other Security Agreements, and UCC-1 Financing Statements, the terms
and provisions of all of which are incorporated in and made a part hereof, all
of which Note and instruments of security collectively comprise the "Loan
Documents".
(B) As a condition to making the Loan, Lender has required the
Borrower to grant the Lender a perfected first security interest in and lien on
all of the items described on Exhibit "A" attached hereto, together with all
parts, accessions, replacements, and all proceeds thereof, including insurance
proceeds (collectively the "Collateral").
NOW THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the Borrower does hereby covenant, agree, warrant
and represent with and to the Lender as follows:
1. Recitals. The statements contained in the recitals of fact set forth
above (the "Recitals") are true and correct and the Recitals by this reference
are made a part of this Agreement.
2. Security Interest. Borrower does hereby grant to Lender a first
security interest in and lien on the Collateral as additional security to secure
the payment of principal, interest and other sums due or to become due under the
Note and any and all extensions, modifications or renewals of the Note, and all
present and future indebtedness, obligations, and liabilities contained in or
referred to or which may hereafter arise in connection with or as contemplated
by the instruments of security for the Note, and any and all modifications or
extensions of the Note and the instruments of security therefor, and all
obligations and liabilities of Borrower hereunder, all of which are hereinafter
referred to as the "Obligations."
3. Location of Collateral. The Collateral will at all times be located
solely within the State of Florida, and will not be removed from the State of
Florida without the prior written consent of Lender.
2
4. Payment. The Obligor shall pay and perform, all and singular, the
Obligations, including but not limited to the payment of sums of principal and
interest and other sums payable by virtue of the Loan Documents promptly when
due, and shall perform all of Obligor's agreements in the Loan Documents and
herein and to pay all taxes and assessments levied or assessed against the
Collateral, against this Agreement and against the Obligations secured hereby,
whether such taxes and assessments be against the Collateral, the Obligations,
the Obligor, the Lender, or another. All such taxes and assessments shall be
paid by the Obligor before they become delinquent, and before the date they
would have become delinquent or within ten (10) days after payment of same,
whichever shall be sooner, obliger shall deliver to Lender official receipts, or
copies thereof, showing payment.
5. Protection of Lender's Security. Borrower is and will be the owner
of the Collateral free and clear from any lien, security interest or
encumbrance, except for the lien and the obligations of this Agreement. No
financing statement covering any of the Collateral is on file in any public
office. Borrower will from time to time at the request of Lender execute one or
more financing statements and such other documents (and pay the costs of filing
or recording the same in all public offices deemed necessary or desirable by
Lender) and do such other acts and things, all as Lender may request to
establish and maintain a valid perfected security interest in the Collateral to
secure the payment and performance of the Obligations.
6. Costs and Attorneys' Fees. Borrower shall pay, all and singular, the
expenditures, costs, charges and expenses, including reasonable attorneys' fees
and costs information requests, incurred or paid at any time by the Lender
because of the failure on the part of the Obligor promptly and fully to perform
and pay the Obligations, and all such costs, charges and expenses shall be
immediately due and payable and shall bear interest at the highest legal rate
permitted by law to be charged by Lender from time to time, from date of payment
by Lender until repaid by Borrower and, together with such interest, shall be
secured by the lien of this Agreement.
7. Default. Borrower shall be in default under this Agreement upon the
happening of any of the following events or conditions: (a) failure or omission
to perform or pay when due any of the Obligations (including any installment
thereof or interest thereon); (b) any warranty, representation or statement made
or furnished to Lender by or on behalf of Borrower prove to have been false in
any material respect when made or furnished; (c) Borrower makes an assignment
for the benefit of creditors; (d) a Receiver is appointed for Borrower or any
part of the Collateral; (e) Borrower files a Petition in Bankruptcy, is
adjudicated a bankrupt, or files any petition or institutes any proceedings
under the Bankruptcy Code with respect to Borrower's assets and liabilities; or
(f) Borrower defaults in, breaches or fails to perform any one or more of the
covenants and agreements contained in the Obligations, including without
limitation, this Agreement, the Note, or any other instrument executed by
Borrower in connection with the Loan secured hereby on even date herewith or
hereafter.
2
3
8. Acceleration. Upon the occurrence of any default which remains
uncured for ten (10) days or more, Lender may, at its option, declare all
Obligations, or any of them (notwithstanding any provision thereof), immediately
due and payable without demand or notice of any kind and the same thereupon
shall immediately become and be due and payable without demand or notice, and
Lender shall have and may exercise from time to time any and all rights and
remedies of a Lender under the Uniform Commercial Code of the State of Florida
and any and all other rights and remedies available to it under any other
applicable law, including the right to foreclose this Agreement and the other
instruments of security in the same proceedings. A monetary default shall be
deemed to include failure to make payments of principal, interest and late
charges under the Note as well as payments of taxes and governmental
assessments and premiums for insurance under this Agreement and the other
instruments of security for the Loan. Notwithstanding anything contained in the
preceding sentences of this paragraph 8 to the contrary, there shall be no
requirement of a curative period as set forth above in the event of a default
described in subparagraphs (c), (d) or (e) of paragraph 7 hereof. Upon request
or demand of Lender, Borrower shall, at Borrower's expense, assemble the
Collateral and make it available to the Lender and Borrower shall promptly pay
all costs of Lender of collection of any and all of the Obligations and
enforcements of rights hereunder, including reasonable attorneys' fees and legal
expenses. Expenses of retaking, holding, preparing for sale, selling or the
like, shall include those incurred on appeal, if any.
9. Waiver. No waiver by Lender of any default shall operate as a
waiver of any other default or of the same default on a future occasion. No
delay or omission on the part of Lender in exercising any right or remedy shall
operate as a waiver thereof or the exercise of any other right or remedy.
10. Provisions Cumulative. The provisions of this Agreement are
cumulative and in addition to the provisions of the Note secured by this
Agreement and the provisions of the instruments securing the Note and Lender
shall have all the benefits, rights and remedies of and under the Note and any
other instrument securing same. All rights of Lender hereunder shall inure to
the benefit of its successors and assigns and all obligations of Borrower
hereunder shall bind the successors and assigns of Borrower.
11. Florida Contract. This Agreement has been delivered in the State of
Florida and shall be construed in accordance with the laws of Florida.
12. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity only, without invalidating the remainder of
such provision or of the remaining provisions of this agreement.
13. Assignment by Lender. In the event of any assignment hereof by
Lender, Borrower, jointly and severally, covenant and agree that Borrower will
not assert against any assignee hereof any claim or defense which Borrower may
have against Lender, except Borrower
3
4
may assert against any such assignee any defense of a type which may be
asserted against a holder in due course of a negotiable instrument under the
Uniform Commercial Code of the State of Florida.
14. Headings. The headings of the paragraphs contained in this
Agreement are for convenience of reference only and do not form a part hereof
and in no way modify, interpret or construe the meaning of the parties hereto.
IN WITNESS WHEREOF, Borrower has executed this instrument under seal the
day and year first above written.
Signed, sealed and delivered BANKERS HAZARD DETERMINATION
in the presence of: SERVICES, INC., a Florida corporation
/s/ Harold David Holland By: /s/ G. Kristin Delano
- --------------------------- ---------------------------
Its Secretary
(CORPORATE SEAL)
- ---------------------------
As to Borrower
STATE OF GEORGIA )
COUNTY OF LOWNDES )
The foregoing instrument was acknowledged before me this 30 day of
December, 1996, by G. KRISTIN DELANO, the Secretary of BANKERS HAZARD
DETERMINATION SERVICES, INC., a Florida corporation, on behalf of the
corporation.
Personally Known OR Produced Identification
--------
Type of Identification Provided Drivers License
----------------------
/s/ Tina S. Wyers
-------------------------
SIGNATURE
TINA S. WYERS
-------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED
(SEAL) NOTARY PUBLIC
My Commission Expires: 08/02/00
4
5
1995 & 1996
NET BOOK VALUE REPORT
Placed in Acquisition Accumulated Net Book
Company Sys # Description Service Value Depreciation Value
- ----------------------------------------------------------------------------------------------------------------------
BHDS 208 INTEL STORAGE EXPRESS W/2ND DRIVE 01/01/95 10,394.00 4,547.37 5,846.6?
BHDS 209 TOKEN RING OPTION 01/01/95 657.00 287.42 369.5?
BHDS 210 ATLAS PROGRAM CENSUS CODE 01/01/95 800.00 350.00 450.0?
BHDS 211 NOTEBOOK PC DELL 75 MHZ W/CARRYING CASE 01/01/95 3,667.45 1,604.50 2,062.9?
BHDS 212 COMPAQ PROLINEA PC 02/01/95 1,836.07 765.03 1,071.0?
BHDS 214 COMPAQ PROLINEA PC 03/01/95 2,281.24 902.99 1,378.25
BHDS 216 LASERJET 4 PLUS PRINTER 03/01/95 1,549.33 613.29 936.06
BHDS 217 COMPAQ PROLIANT S-1007 (SEE NOTES) 04/01/95 27,536.90 10,326.34 17,210.56
BHDS 218 COMPAQ PROLINEA PC 04/01/95 2,503.14 938.68 1,564.46
BHDS 219 COMPAQ PROLINEA PC 04/01/95 2,503.14 938.68 1,564.46
BHDS 220 COMPAQ PROLINEA PC 04/01/95 2,503.13 938.67 1,564.46
BHDS 224 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 225 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 226 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 227 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 228 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 229 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 230 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 231 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 232 S/C CHAIR 05/01/95 228.40 64.71 163.69
BHDS 233 S/C CHAIR 05/01/95 228.42 64.73 163.69
BHDS 234 GRAPHIC INFORMATION SYSTEMS FOR WINDOWS 06/01/95 544.70 181.57 363.13
BHDS 235 SEGATE 1 GIG DRIVE 06/01/95 1,583.70 527.90 1,055.80
BHDS 236 COMPAQ PROLINEA PC 06/01/95 1,954.28 651.42 1,302.86
BHDS 238 MADGE EISA TOKEN RING 06/01/95 724.20 241.39 482.81
BHDS 239 MADGE EISA TOKEN RING 06/01/95 724.20 241.39 482.81
BHDS 240 COMPAQ NETFLEX TOKEN RING CARD 06/01/95 521.85 173.94 347.91
BHDS 241 COMPAQ NETFLEX TOKEN RING CARD 06/01/95 521.85 173.94 347.91
BHDS 245 TOPOGRAPHICAL RATE MAPS (SEE NOTES) 06/01/95 14,892.04 3,971.21 10,920.83
BHDS 242 COMPAQ 4 ?GB HARD DRIVE 07/01/95 2,921.68 913.02 2,008.66
BHDS 243 UNIVERSAL WAN 50MM (SEE NOTES) 07/01/95 327.54 102.35 225.19
BHDS 244 PERLE 494E-56 CONTROLLER (SEE NOTES) 07/01/95 3,525.80 1,104.94 2,430.86
BHDS 246 TRADE SHOW DISPLAY/BOOTH (SEE NOTES) 07/01/95 6,783.49 1,695.87 5,087.62
BHDS 247 PROLINEA P/75 PC (SEE NOTES) 08/01/95 2,803.09 817.56 1,985.53
BHDS 248 PROLINEA P/75 PC (SEE NOTES) 08/01/95 2,803.09 817.56 1,985.53
BHDS 249 PROLINEA P/75 PC (SEE NOTES) 08/01/95 2,803.09 817.56 1,985.53
BHDS 253 COMPAQ PROLINEA 456DX4 PC (SEE NOTES) 08/01/95 2,508.84 731.74 1,777.10
BHDS 255 SUMMAGRAPHICS 36 X 48 DIGITIZER 08/01/95 1,578.25 368.25 1,210.00
BHDS 260 MITA 4086 COPIER 08/01/95 8,239.87 1,922.63 6,317.24
BHDS 256 HP JETDIRECT EXT PRINT SERVER 09/01/95 619.20 167.70 451.50
BHDS 257 IBM P/75 LAPTOP W/LCD & MISC. SOFTWARE 10/01/95 6,152.19 1,538.04 4,614.15
BHDS 258 SUMMAGRAPHICS DIGITIZER 11/01/95 1,567.55 399.23 1,208.32
BHDS 259 AGISW LAN PAX V3.01 10-USERS 11/01/95 4,041.64 926.20 3,115.44
BHDS 261 DELL DIMENSION S100T PC (SEE NOTES) 12/01/95 2,528.41 526.75 2,001.66
BHDS 262 DELL DIMENSION S100T PC (SEE NOTES) 12/01/95 2,528.41 526.75 2,001.66
BHDS 263 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 264 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 265 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 266 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 267 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 268 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 269 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 270 COMPAQ PROLINEA E5100 2/630 (SEE NOTES) 01/01/96 2,871.20 538.35 2,332.85
BHDS 271 DELL DIMENSION 590T PC (SEE NOTES) 01/01/96 2,734.07 512.64 2,221.43
BHDS 272 DELL DIMENSION 590T PC (SEE NOTES) 01/01/96 2,734.07 512.64 2,221.43
BHDS 273 MADGE CARDS FOR ASSET PS261 & 262 01/01/96 597.51 112.03 485.48
EXHIBIT "A"
Page 1 of 2
6
1995 & 1996
NET BOOK VALUE REPORT
Placed In Acquisition Accumulated Net Book
Company Sys # Description Service Value Depreciation Value
- ----------------------------------------------------------------------------------------------------------------------
BHDS 274 COMPAQ PROLINEA 575E PC (SEE NOTES) 01/01/96 2,451.89 459.72 1,992.17
BHDS 276 ATLAS SELECT 95/00 SUMMER 95 V3.02 SOFTWARE 01/01/96 872.70 163.63 709.07
BHDS 275 COMPAQ 4.3GB HOT PLUGGABLE DRIVE 02/01/96 1,870.75 311.78 1,558.97
BHDS 277 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 032/01/96 3,498.07 510.13 2,987.94
BHDS 278 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 03/01/96 3,498.07 510.13 2,987.94
BHDS 279 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 03/01/96 3,498.07 510.13 2,987.94
BHDS 280 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 03/01/96 3,498.07 510.13 2,987.94
BHDS 281 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 03/01/96 3,498.07 510.13 2,987.94
BHDS 282 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 03/01/96 3,498.07 510.13 2,987.94
BHDS 283 COMPAQ PROLINEA E 5/100 8/1060 (SEE NOTES) 03/01/96 3,498.01 510.12 2,987.89
BHDS 284 GEO CODER STAR DATA GDT DATABASE NATIONAL 04/01/96 17,134.65 2,141.83 14,992.82
BHDS 285 SUMMA GRAPHIC DIGITIZING TABLE 04/01/96 1,720.25 172.02 1,548.23
BHDS 286 INTERNAL HP JET DIRECT PRINT SERVER 04/01/96 567.80 70.97 496.83
BHDS 287 EXTERNAL HP JET DIRECT PRINT SERVER 04/01/96 607.80 75.97 531.83
BHDS 288 COMPAQ PROLINEA E 5100 E/630 04/01/96 3,003.31 375.41 2,627.90
BHDS 289 DELORME MAPPING SOFTWARE 05/01/96 1,179.00 122.81 1,056.19
BHDS 297 COMPAQ PROLINEA 5133 16/2 GB MINITOWER 05/01/96 4,015.56 418.28 3,597.28
BHDS 291 COMPAQ PROLINEA E 5100 8/630 (SEE NOTES) 05/01/96 2,939.14 306.16 2,632.98
BHDS 292 COMPAQ PROLINEA E 5100 8/630 (SEE NOTES) 05/01/96 2,939.14 306.16 2,632.98
BHDS 293 COMPAQ PROLINEA E 5100 8/630 (SEE NOTES) 05/01/96 2,939.14 306.16 2,632.98
BHDS 294 QUASAR 27" TV/VCR 05/01/96 629.15 65.58 563.62
BHDS 295 ACD MANAGER VERSION 2.0 SOFTWARE 07/01/96 4,260.00 266.25 3,993.75
BHDS 297 GEO LOCATOR SOFTWARE 07/01/96 10,000.00 625.00 9,375.00
BHDS 295 COMPAQ SMEM 64MB EXPANSION KIT 07/01/96 2,350.14 146.88 2,203.26
E 299 GEOSTAN DLL UPGRADE 08/01/96 2,180.00 90.83 2,089.17
BHDS 300 HOST FAX SERVER SOFTWARE & EQUIPMENT 08/01/96 33,090.00 0.00 33,090.00
BHDS 301 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 2,261.63 94.23 2,167.40
BHDS 302 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 2,261.63 94.23 2,167.40
BHDS 303 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 2,261.63 94.23 2,167.40
BHDS 304 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 2,261.63 94.23 2,167.40
BHDS 305 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 2,689.64 112.06 2,577.58
BHDS 306 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 2,689.64 112.06 2,577.58
BHDS 307 CTX 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 308 CTX 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 309 CTX 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 310 CTX 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 311 CTX 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 312 CTX 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 313 COMPAQ PROLINEA E 5100 (SEE NOTES) 08/01/96 3,240.36 135.01 3,105.35
BHDS 314 ARTMEDIA 17" MONITOR 08/01/96 798.00 33.25 764.75
BHDS 316 COVERMATE 600 BINDING SYSTEM 10/01/96 854.93 0.00 854.93
---------- --------- ----------
TOTAL BHDS 304,103.57 58,768.19 245,335.38
EXHIBIT "A"
Page 2 of 2