EXHIBIT 10.10
Security Agreement
For Business Loans other than Inventory Loans in all States (except Texas) by
The CIT Group/Equipment Financing, Inc. or Dealer. In Louisiana, form 5-SA-2305
must accompany this Agreement.
1. GRANT OF SECURITY INTEREST; Description of Collateral.
Debtor grants to Secured Party a security interest in the property described
below. along with all present and future attachments and accessories thereto and
replacements and proceeds thereof, including amounts payable under any insurance
policy, all hereinafter referred to collectively as "Collateral": (Describe
Collateral fully including make, kind of unit, model and serial numbers and any
other pertinent information.)
One (1) Trumpf TC 200 CNC Punching Machine, S/N 070080 with Tooling Package
including all substitutions, additions, attachments, replacements, accessions,
and the proceeds of all of the foregoing.
2. What Obligations the Collateral Secures.
Each item of the Collateral shall secure not only the specific amount which
Debtor promises to pay in Paragraph 3 below, but also all other present and
future Indebtedness or obligations of Debtor to Secured Party of every kind and
nature whatsoever.
3. Promise to Pay; Terms and Place of Payment.
Debtor promises to pay Secured Party the total sum of $341,397.00 which
represents principal and interest precomputed over the term hereof, payable in
60 (total number) combined principal and interest payments as follows:
EqualSuccessive Monthly Payments $ 5,689.95 beginning on ________,l9___,
and the same amount on the same date of each month thereafter until fully paid,
provided, however, that the final payment shall be in the amount of the then
unpaid balance of principal and interest.
Other Than Equal Successive Monthly Payments
Payment shall be made at the address of Secured Party shown herein or such other
place as Secured Party may designate from time to time.
4. Use and Location of Collateral.
Debtor warrants and agrees that the Collateral is to be used primarily for:
[ ] business or commercial purposes (other than agricultural),
[ ] agricultural purposes (see definition on the final page), or
[ ] both agricultural and business or commercial purposes.
Location: 8125 SW 129th Terrace Miami Dade FL
City County State
Debtor and Secured Party agree that regardless of the manner of affixation, the
Collateral shall remain personal property and not become part of the real
estate. Debtor agrees to keep the Collateral at the location set forth above and
will notify Secured Party promptly in writing of any change in the location of
the Collateral within such State, but will not remove the Collateral from such
State without the prior written consent of Secured Party (except that in the
State of Pennsylvania, the Collateral will not be moved from the above location
without such prior written consent).
5. Late Charges.
Any payment not made when due shall, at the option of Secured Party, bear late
charges thereon calculated at the rate of 1 1/2% per month, but in no event
greater than the highest rate permitted by relevant law.
6. Debtor's Warranties and Representations.
Debtor warrants and represents:
(a) that Debtor is justly indebted to Secured Party for the full amount of the
indebtedness described in Paragraph 3;
(b) that, except for the security interest granted hereby, the Collateral is
free from and will be kept free from all liens, claims, security interests
and encumbrances;
6. Debtor's Warranties and Representations (Continued)
(c) that no financing statement covering the Collateral or any proceeds thereof
is on file in favor of anyone other than Secured Party, but if such other
financing statement is on file, it will be terminated or subordinated;
(d) that all information supplied and statements made by Debtor in an financial,
credit or accounting statement or application for credit prior to,
contemporaneously with or subsequent to the execution of this Security
Agreement with respect to this transaction are and shall be true, correct,
valid and genuine; and
(e) that Debtor has full authority to enter into this Security Agreement and in
so doing it is not violating its charter or by-laws, any law or regulation
or agreement with third parties, and it has taken all such action as may be
necessary or appropriate to make this Security Agreement binding upon it.
7. Debtor's Agreements.
Debtor agrees:
(a) to defend at Debtor's own cost any action, proceeding, or claim affecting
the Collateral;
(b) to pay reasonable attorneys' fees (at least 15% of the unpaid balance if not
not prohibited by law) and other expenses incurred by Secured Party in
enforcing its rights against Debtor under this Security Agreement;
(c) to pay promptly all taxes, assessments, license fees and other public or
private charges when levied or assessed against the Collateral or this
Security Agreement; and this obligation shall survive the termination of
this Security Agreement;
(d) that, if a certificate of title is required or permitted by law, Debtor
shall obtain such certificate with respect to the Collateral, showing the
security interest of Secured Party thereon and in any event do everything
necessary or expedient to preserve or perfect the security interest of
Secured Party;
(e) that Debtor will not misuse, fail to keep in good repair, secrete, or
without the prior written consent of Secured Party, sell, rent, lend,
encumber or transfer any of the Collateral notwithstanding Secured Party's
right to proceeds;
(f) that Secured Party may enter upon Debtor's premises or wherever the
Collateral may be located at any reasonable time to inspect the Collateral
and Debtor's books and records pertaining to the Collateral, and Debtor
shall assist Secured Party in making such inspection; and
(g) that the security interest granted by Debtor to Secured Party shall continue
effective irrespective of the payment of the amount in Paragraph 3, or in
any promissory note executed in connection herewith, so long as there are
any obligations of any kind, including obligations under guaranties or
assignments, owed by Debtor to Secured Party, provided, however, upon any
assignment of this Security Agreement the Assignee shall thereafter be
deemed for the purpose of this Paragraph the Secured Party under this
Security Agreement.
8. Insurance and Risk of Loss.
All risk of loss, damage to or destruction of the Collateral shall at all times
be on Debtor. Debtor will procure forthwith and maintain at Debtor's expense
insurance against all risks of loss or physical damage to the Collateral for the
full insurable value thereof for the life of this Security Agreement plus breach
of warranty insurance and such other insurance thereon in amounts and against
such risks as Secured Party may specify, and shall promptly deliver each policy
to Secured Party with a standard long-form mortgagee endorsement attached
thereto showing loss payable to Secured Party; and providing Secured Party with
not less than 30 days written notice of cancellation; each such policy shall be
in form, terms and amount and with Insurance carriers satisfactory to Secured
Party; Secured Party's acceptance of policies in lesser amounts or risks shall
not be a waiver of Debtor's foregoing obligations. As to Secured Party's
interest in such policy, no act or omission of Debtor or any of its officers,
agents, employees or representatives shall affect the obligations of the insurer
to pay the full amount of any loss.
Debtor hereby assigns to Secured Party any moneys which may become payable under
any such policy of insurance and irrevocably constitutes and appoints Secured
Party as Debtors attorney in fact (a) to hold each original insurance policy,
(b) to make, settle and adjust claims under each policy of insurance, (c) to
make claims for any moneys which may become payable under such and other
insurance on the Collateral including returned or unearned premiums and (d) to
endorse Debtor's name an any check, draft or other instruments received in
payment of claims or returned or unearned premiums under each policy and to
apply the funds to the payment of the indebtedness owing to Secured Party;
provided, however, Secured Party is under no obligation to do any of the
foregoing.
Should Debtor fail to furnish such insurance policy to Secured Party, or to
maintain such policy in full force, or to pay any premium in whole or in part
relating thereto, then Secured Party, without waiving or releasing any default
or obligation by Debtor, way (but shall be under no obligation to) obtain and
maintain insurance and pay the premium therefor on behalf of Debtor and charge
the premium to Debtor's indebtedness under this Security Agreement. The full
amount of any such premium paid by Secured Party shall be payable by Debtor upon
demand, and failure to pay same shall constitute an event of default under this
Security Agreement.
9. Events of Default; Acceleration.
A very important element of this Security Agreement is that Debtor make all its
payments promptly as agreed and that the Collateral continue to be in good
condition and adequate security for the indebtedness. The following are events
of default under this Security Agreement which will allow Secured Party to take
such action under this Paragraph and under Paragraph 10 as it deems necessary:
(a) any of Debtor's obligations to Secured Party under any agreement with
Secured Party is not paid promptly when due;
(b) Debtor breaches any warranty or provision hereof, or of any note or of
any other instrument or agreement delivered by Debtor to Secured Party in
connection with this or any other transaction;
9. Events of Default; Acceleration (Continued)
(c) Debtor dies, becomes insolvent or ceases to do business as a going concern;
(d) it is determined that Debtor has given Secured Party materially misleading
information regarding its financial condition;
(e) any of the Collateral is lost or destroyed;
(f) a petition or complaint in bankruptcy or for arrangement or reorganization
or for relief under any insolvency law is filed by or against Debtor or
Debtor admits its inability to pay its debts as they mature;
(g) property of Debtor is attached or a receiver is appointed for Debtor,
(h) whenever Secured Party in good faith believes the prospect of payment or
performance is impaired or in good faith believes the Collateral is
insecure;
(i) any guarantor, surety or endorser for Debtor dies or defaults in any
obligation or liability to Secured Party or any guaranty obtained in
connection with this transaction is terminated or breached.
If Debtor shall be in default hereunder, the indebtedness herein described and
all other indebtedness then owing by Debtor to Secured Party under this or any
other present or future agreement (collectively, the "Indebtedness") shall, if
Secured Party shall so elect, become immediately due and payable and the unpaid
principal balance of the indebtedness described in Paragraph 3, or in any
promissory note executed in connection herewith, shall bear interest at the rate
of 18% per annum (but in no event greater than the highest rate permitted by
relevant law) until paid in full. In no event shall the Debtor, upon demand by
Secured Party for payment of the Indebtedness, by acceleration of the maturity
thereof or otherwise, be obligated to pay any interest in excess of the amount
permitted by law. Any acceleration of Indebtedness, is elected by Secured Party,
shall be subject to all applicable laws, including laws relating to rebates and
refunds of unearned charges.
10. Secured Party's Remedies After Default; Consent to Enter Premises.
Upon Debtor's default and at any time thereafter, Secured Party shall have all
the rights and remedies of a secured party under the Uniform Commercial Code
and any other applicable laws, including the right to any deficiency remaining
after disposition of the Collateral for which Debtor hereby agrees to remain
fully liable. Debtor agrees that Secured Party, by itself or its agent, may
without notice to any person and without judicial process of any kind, enter
into any premises or upon any land owned, leased or otherwise under the real or
apparent control of Debtor or any agent of Debtor where the Collateral may be or
where Secured Party believes the Collateral may be, and disassemble, render
unusable and for repossess all or any item of the Collateral, disconnecting and
separating all Collateral from any other property. Debtor expressly waives all
further rights to possession of the Collateral after default and all claim for
injuries suffered through or loss caused by such entering and/or repossession.
Secured Party may require Debtor to assemble the Collateral and return it to
Secured Party at a place to be designated by Secured Party which is reasonably
convenient to both parties.
Secured Party may sell or lease the Collateral at a time and location of its
choosing provided that the Secured Party acts in good faith and in a
commercially reasonable manner. Secured Party will give Debtor reasonable notice
of the time and place of any public sale of the Collateral or of the time after
which any private sale or any other intended disposition of the Collateral is to
be made. Unless otherwise provided by law, the requirement of reasonable notice
shall be met if such notice is mailed, postage prepaid. to the address of Debtor
shown herein at least ten days before the time of the sale or disposition.
Expenses of retaking, holding, preparing for sale, selling and the like shall
include reasonable attorneys' fees and other legal expenses. Debtor understands
that Secured Party's rights are cumulative and not alternative.
11. Waiver of Defaults; Agreement Inclusive.
Secured Party may in its sole discretion waive a default, or cure, at Debtor's
expense, a default. Any such waiver in a particular instance or of a particular
default shall not be a waiver of other defaults or the same kind of default at
another time. No modification or change in the Security Agreement or any related
note, instrument or agreement shall bind Secured Party unless in writing signed
by Secured Party. No oral agreement shall be binding.
12. Financing Statements; Certain Expenses.
If permitted by law, Debtor authorizes Secured Party to file a financing
statement with respect to the Collateral signed only by Secured Party, and to
file a carbon, photograph or other reproduction of this Security Agreement or of
a financing statement. At the request of Secured Party, Debtor will execute any
financing statements, agreements or documents, in form satisfactory to Secured
Party which Secured Party may deem necessary or advisable to establish and
maintain a perfected security interest in the Collateral, and will pay the cost
of filing or recording the same in all public offices deemed necessary or
advisable by Secured Party. Debtor also agrees to pay all costs and expenses
incurred by Secured Party in conducting UCC, tax or other other searches against
the Debtor or the Collateral and such other fees as may be agreed.
13. Waiver of Defenses Acknowledgment.
If Secured Party assigns this Security Agreement to a third party ("Assignee"),
then after such assignment:
(a) Debtor will make all payments directly to such Assignee at such place as
Assignee may from time to time designate in writing;
(b) Debtor agrees that it will settle all claims, defenses, setoffs and
counterclaims it may have against Secured Party directly with Secured Party
and will not set up any such claim, defense, setoff or counterclaim against
Assignee, Secured Party hereby agreeing to remain responsible therefor;
(c) Secured Party shall not be Assignee's agent for any purpose and shall have
no authority to change or modify this Security Agreement or any related
document or instrument; and
(d) Assignee shall have all of the rights and remedies of Secured Party
hereunder but none of Secured Party's obligations.
14. Miscellaneous.
Debtor waives all exemptions. Secured Party may correct patent errors herein
and fill in such blanks as serial numbers, date of first payment and the like.
Any provisions hereof contrary to, prohibited by or invalid under applicable
laws or regulations to be inapplicable and deemed omitted herefrom, but shall
not invalidate the remaining provision's hereof.
Except as otherwise provided herein or by applicable law, the Debtor shall have
no right to prepay the indebtedness described in Paragraph 3, or in any
promissory note executed in connection with this Security Agreement. Debtor and
Secured Party each hereby waive any right to a trial by jury in any action or
proceeding with respect to, in connection with, or arising out of this Security
Agreement, or any note or document delivered pursuant to this Security
Agreement. Debtor acknowledges receipt of a true copy and waives acceptance
hereof. If Debtor is a corporation, this Security Agreement is executed pursuant
to authority of its Board of Directors. Except where the context otherwise
requires, "Debtor" and "Secured Party" include the heirs, executors or
administrators, successors or assigns of those parties but nothing herein shall
authorize Debtor to assign Security Agreement or its rights in and to the
Collateral. If more than one Debtor executes this Security Agreement their
obligations under this Security Agreement shall be joint and several.
If at any time this transaction would be usurious under applicable law, then
regardless of any provision contained in this Security Agreement or in any other
agreement made in connection with this transaction, it is agreed that:
(a) the total of all consideration which constitutes interest under applicable
law that is contracted for, charged or received upon this Security Agreement
or any such other agreement shall under no circumstances exceed the maximum
rate of interest authorized by applicable law and any excess shall be
credited to the Debtor; and
(b) if Secured Party elects to accelerate the maturity of, or if Secured Party
permits Debtor to prepay the Indebtedness, any amounts which because of such
action would constitute interest may never include more than the maximum
rate of interest authorized by applicable law, and any excess interest, if
any, provided for in this Security Agreement or otherwise, shall be credited
to Debtor automatically as of the date of acceleration or prepayment.
15. Special Provisions.
See Special Provisions Instructions below.
The debtor shall have the right to pre-pay the contract for the amount then
owing under the following schedule: during the first twelve (12) month period on
a true actuarial basis plus 2%; during the remainder of the contract for the
amount then owing on a true actuarial basis. No unearned income shall apply
and the Rule of 78(or any form thereof) shall not apply. This special provision
clause shall supersede any other provision contained in this contract to the
contrary.
Dated:_____________,19_____ Debtor:
Secured Party:
The CIT Group/Equipment Financing, Inc. Mansur Industries Inc.
______________________________________ __________________________________
Name of individual, corporation Name of individual, corporation
or partnership or partnership
By____________________ By/s/ PIERRE MANSUR
Title___________ Title: President
1180 West Swedesford Road 8425 SW 129th Terrace
_________________________ ___________________________
Address Address
Berwyn PA 19312 Miami FL 33156
_________________________ ___________________________
City State Zip Code City State Zip Code
_______________________________________________________________________________
If Debtor is partnership, enter:
Partners' names Home addresses
_______________________________________________________________________________
SPECIAL PROVISIONS INSTRUCTIONS - The notations to be entered in the Special
Provisions section o document for use in ALABAMA, FLORIDA, GEORGIA, IDAHO,
NEVADA, NEW HAMPSHIRE and OREGON are shown In the applicable State pages of the
Loans and Motor Vehicles Manual.
_______________________________________________________________________________
NOTICE: Do not use this form for transactions for personal, family or household
purposes. For agricultural and other transactions subject to Federal or State
regulations, consult legal counsel to determine documentation requirements.
Agricultural purposes generally means farming, including dairy farming, but it
also includes the transportation, harvesting, and processing of farm, dairy, or
forest products if what is transported, harvested, or processed is farm, dairy,
or forest products grown or bred by the user of the equipment Itself. It does
not apply, for instance, to a logger who harvests someone else's forest, or a
contractor who prepares land or harvests products on someone else's farm.
_______________________________________________________________________________
IN LOUISIANA, form 5-SA-2305 (Addendum to Security Agreements 5-SA-1700,
5-SA-1702 and 5-SA-1703) must accompany this Agreement.
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV.1993)
This Financing Statement is presented to a filing officer for filing pursuant
to the Uniform Commercial Code:
1. Debtor (Last Name First if an Individual) 1a. Date of Birth or FEI#
Mansur Industries, Inc.
1b. Mailing Address 1c. City, State 1d. Zip Code
8425 SW 129th Terrace Miami, FL 33156
2. Additional Debtor or Trade Name (Last Name First if an Individual
2a. Date of Birth or FEI#
2b. Mailing Address 2c. City, State 2d. Zip Code
3. Secured Party (Last Name First if an Individual)
The CIT Group/Equipment Financing, Inc.
3a. Mailing Address 3b. City, State 3c. Zip Code
1180 W. Swedesford Road Berwyn, PA 19312
4. Additional Secured Party (Last Name First if an Individual)
4a. Mailing Address 4b. City, State 4c. Zip Code
5. This Financing Statement covers the following types or Items or property,
[include description of real property on which located and owner or record
when required. If more space is required, attach additional sheet(s)]
One (1) Trumpf TC 200 CNC Punching Machine, S/N 070080 with Tooling Package
including all substitutions, additions, attachments, replacements,
accessions, and the proceeds of all of the foregoing.
6. Check only if Applicable:
___Products of collateral are also covered.
___Proceeds of collateral are also covered.
___Debtor is transmitting utility.
7. Check appropriate box: (One box must be marked)
___All documentary stamp taxes due and payable or to become due and payable
pursuant to s.201.22F.S., have been paid.
___Florida Doocumentary Stamp Tax is not required.
8. In accordance with s.679.402(2), F.S., this statement is filed without the
Debtor's signature to perfect a security interest in collateral:
___already subject to a security interest in another jurisdiction when it
was brought into this state or debtor's location changed to this state.
___which is proceeds of the original collateral described above in which a
security interest was pefected.
___as to which the filing has lapsed, Date filed__________________ and
previous UCC-1 file number_________________________________.
___acquired after a change of name, identity, or corporate structure of the
debtor.
9. Number of additional sheets presented: ____________________
10. Signature(s) of Debtor(s)
Mansure Industries, Inc.
/s/ PIERRE MANSUR, President
11. Signature(s) of Secured Party or if Assigned, by Assignee(s)
The CIT Group/Equipment Financing, Inc.
12. Return Copy to:
Address
Address
City, State, Zip
This Space for Use of Filing Officer
____________________, 19____
THE CIT GROUP/EQUIPMENT FINANCING, INC.
1180 West Swedesford Road
_________________________
Address
Berwyn, PA 19312
_________________________
City & State
Gentlemen:
You are irrevocably instructed to disburse the proceeds of your loan to us,
evidenced by our Security Agreement of even date, as follows:
Payee Names and Addresses Amount
_____________________________________________ _________________
Trumpf, Inc.
The CIT Group/Equipment Financing, Inc. $251,910.00
(Non-Refundable Processing Fee)
$1,000.00
$
$
$
$
$
Total Proceeds $252,910.00
Very truly yours,
Mansur Industries, Inc.
_______________________________________________
By: /s/PIERRE MANSUR Title: PRESIDENT
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