SECURITY AGREEMENT - ACCOUNTS AND INVENTORY
(BORROWER)
THIS SECURITY AGREEMENT, made and entered into as of December 16, 1996,
by DELTA BEVERAGE GROUP, INC., a Delaware corporation (herein called the
"Borrower"), to NATIONSBANK, N.A., a national banking association, as Agent
(the "Agent"), the Issuing Bank (as defined in the Agreement referenced
below) and the Lenders (as defined below). Except as otherwise defined
herein, terms used herein and defined in the Agreement referred to below,
shall be used herein as so defined.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders party thereto (the "Lenders"; together
with the Agent and the Issuing Bank, the "Secured Parties") have entered into
a Credit Agreement of even date herewith (herein called the "Agreement"),
pursuant to which the Lenders have agreed to make Loans to the Borrower and
the Issuing Bank has agreed to issue Letters of Credit on behalf of the
Borrower in the total aggregate amount of up to $30,000,000; and
WHEREAS, the Lenders are not willing to make the Loans as described above
and the Issuing Bank is not willing to issue the Letters of Credit unless the
Borrower secures the indebtedness evidenced by the Notes by the Collateral of
the Borrower hereinafter described;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises herein contained, the parties hereto agree as follows:
23. GRANT OF SECURITY INTEREST. As collateral security for the payment
of all indebtedness of the Borrower evidenced by the Notes, as the same may
be extended, amended or substituted, and payment of all of the Borrower's
liabilities and Obligations under the Agreement, the other Loan Documents and
the Notes (the "Liabilities"), Borrower hereby pledges and assigns to the
Agent, for the benefit of the Secured Parties, and hereby grants to the
Agent, for the benefit of the Secured Parties, a continuing security interest
in, all of Borrower's right, title and interest in, to and under the
following property, wherever located, whether now or hereafter existing (all
of such property being referred to collectively as the "Collateral"):
"Inventory" of Borrower, which means and includes all
Inventory (as such term is defined in the Uniform Commercial
Code applicable to the perfection of such inventory).
"Receivables" of Borrower, which means and includes all
trade accounts receivable, any notes, bills, acceptances,
choses in action, chattel paper, instruments, documents and
other forms of obligations at any time owing to the
Borrower, all relating to such trade accounts receivable,
the proceeds thereof and all of Borrower's rights with
respect to any goods or services represented thereby,
whether or not delivered or performed, together with all
customer lists, books and records, ledger and
Page 1 Exhibit 4.3
account cards, computer tapes, software, disks, printouts and
records, whether now in existence of hereafter created, relating to
Receivables. "Account Debtor" means any person who is or who may
become obligated to the Borrower under or on account of a Receivable.
2. SECURITY FOR OBLIGATIONS. This Security Agreement (and the
Collateral) secures the prompt payment in full and performance when due of all
the Obligations. In addition, all advances, charges, costs and expenses,
including reasonable attorney's fees, incurred or paid by the Agent, for the
benefit of the Secured Parties, in exercising or enforcing any right, power or
remedy conferred by this Security Agreement, shall become a part of the
Obligations secured hereby.
3. BORROWER REMAINS LIABLE. Anything herein to the contrary
notwithstanding:
(a) the Borrower shall remain liable under all Receivables and other
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Security Agreement had
not been executed;
(b) the exercise by the Agent or the other Secured Parties of any
rights hereunder shall not release the Borrower from any of its duties or
obligations under any of the Collateral; and
(c) neither the Agent, nor the other Secured Parties shall have any
obligation or liability under any Collateral by reason of this Security
Agreement, nor shall they be obligated to perform any of the obligations or
duties of the Borrower thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
4. SECURITY INTEREST ABSOLUTE. All rights and security interests of the
Agent, for the benefit of the Secured Parties, granted hereunder, and all
obligations of the Borrower hereunder, shall be absolute and unconditional,
irrespective of, and shall not be impaired or affected by:
(a) any lack of validity or enforceability of the Agreement, this
Security Agreement or any other Loan Document;
(b) any change in the corporate existence, structure or ownership of
the Borrower, or any bankruptcy or insolvency proceeding affecting the
Borrower or any property of the Borrower or any resulting release or
discharge of any Obligation contained in the Agreement, this Security
Agreement or any other Loan Document;
(c) the failure of the Secured Parties:
(i) to assert any claim or demand or to enforce any right
or remedy against the Borrower or any other Person under the
provisions of the Agreement, this Security Agreement or any other Loan
Document or under any applicable law, or
Page 2 Exhibit 4.3
(ii) to exercise any right or remedy against any Collateral;
(d) any change in the time, manner, or place of payment of, or in any
other term of, all or any Obligations, or any other amendment,
modification, or waiver of, or any consent to or any departure from, the
Agreement, this Security Agreement, any other Loan Document or any other
Instrument relating to any thereof;
(e) any increase, reduction, limitation, impairment or termination of
the Obligations for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality, irregularity, compromise, unenforceability, or lack
of genuineness of, or any other event or occurrence affecting, any of the
Obligations (and the Borrower hereby waives any right to or claim of any
such defense or set-off, counterclaim, recoupment or termination);
(f) any sale, exchange, release, surrender or non-perfection of any
of the Collateral or any other collateral, or any release or amendment or
waiver of, or any consent to or any departure from, any guaranty held by
the Secured Parties securing or guaranteeing all or any of the Obligations;
(g) any defense, set-off or counterclaim which may at any time be
available to or be asserted by the Borrower against the Secured Parties; or
(h) any other circumstances which might otherwise constitute a
suretyship or other defense available to, or a legal or equitable discharge
of, the Borrower.
5. PROTECTION OF COLLATERAL. The Agent may from time to time, at its
option, perform any act which the Borrower agrees hereunder to perform and which
the Borrower shall fail to perform after being requested in writing to so
perform and the Agent may from time to time take any other action which the
Agent reasonably deems necessary for the maintenance, preservation or protection
of any of the Collateral or of the security interests therein.
6. AGENT HAS NO DUTY. The powers conferred on the Agent hereunder are
solely to protect the Secured Parties' interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for duties imposed
by the U.C.C. upon secured creditors (unless otherwise modified hereby), the
Agent and the other Secured Parties shall have no duty as to any Collateral or
responsibility for taking any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral.
7. MAINTENANCE OF SECURITY INTEREST. The Borrower will, from time to
time, upon the request of the Agent, deliver specific assignments of Collateral,
together with such other instruments and documents, financing statements,
amendments thereto, assignments or other writings as the Agent may reasonably
request to carry out the terms of this Security Agreement or to protect or
enforce the Secured Parties' security interest in the Collateral.
With respect to any and all Collateral to be secured and conveyed under
this Security Agreement, the Borrower agrees to do and cause to be done all
things necessary to perfect and keep in full force the security interest granted
in favor of the Secured Parties, including,
Page 3 Exhibit 4.3
but not limited to, the prompt payment of all fees and expenses incurred in
connection with any filings made to perfect a security interest in the
Collateral.
The Borrower agrees to make appropriate entries upon its financial
statements and its books and records disclosing the Secured Parties' security
interest in the Collateral.
8. COLLATERAL.
(a) INSPECTION AND VERIFICATION OF COLLATERAL. Any of the Agent's
officers, employees or agents shall have the right, at any time or times
hereafter, in the Agent's name or in the name of the Borrower, to verify
the validity, amount or any other matter relating to Receivables by mail,
telephone, telegraph or otherwise. The Agent (by any of its officers,
employees and/or agents) shall have the right, at any time or times during
Borrower's usual business hours and upon prior reasonable notice to the
Borrower, to inspect the Collateral, all records related thereto (and to
make extracts from such records), and the premises upon which any of the
Collateral is located, to discuss Borrower's business affairs and finances
with any Person, and to verify the amount, quality, quantity, value and
condition of, or any other matter relating to, the Collateral.
(b) RECORDS OF COLLATERAL. Borrower shall keep accurate and complete
records of the Collateral, and, upon request by the Agent, Borrower shall
deliver to the Agent, in form and substance acceptable to the Agent, a
detailed aged trial balance and records of all then existing Receivables of
Borrower specifying the names, addresses, face value, dates of invoices for
each Account Debtor and any other relevant information and, upon demand,
copies of proof of delivery and the original copy of all documents,
including, without limitation, repayment histories and present status
reports, relating to the Receivables and such other matters and information
relating to the status of then existing Receivables as the Agent shall
reasonably request.
(c) NOTICE REGARDING DISPUTED RECEIVABLES. In the event any amounts
due and owing in excess of $100,000 are in dispute between any Account
Debtor and the Borrower relating to Receivables, the Borrower shall provide
the Agent with written notice thereof within 30 days of becoming aware of
the dispute explaining in detail the reason for the dispute, all claims
related thereto and the amount in controversy.
(d) CHANGE OF NAME, ETC. The Borrower hereby covenants and agrees
that it will not change its name, identity or corporate structure in any
manner which might make any financing or continuation statement filed
hereunder seriously misleading within the meaning of Section 9-402(7) of
the U.C.C. (or any other then applicable provision of the U.C.C.) unless
the Borrower shall have given the Agent at least ninety (90) days' prior
written notice thereof and shall have taken all action (or made
arrangements to take such action substantially simultaneously with such
change if it is impossible to take such action in advance) necessary or
reasonably requested by the Agent to amend such financing statement or
continuation statement so that it is not seriously misleading.
9. WARRANTIES REGARDING COLLATERAL.
Page 4 Exhibit 4.3
(a) The Borrower warrants and represents that it is and will continue
to be the owner of the Collateral, now owned and upon the acquisition of
the same, free and clear of all encumbrances and security interest, other
than the security interest in favor of the Secured Parties hereunder and
Liens expressly permitted by the Agreement, and that it will defend the
Collateral and any products and proceeds thereof against all claims and
demands of all persons at any time claiming the same or any interest
therein adverse to the Secured Parties.
(b) The Borrower will not sell, exchange, lease, mortgage, encumber,
pledge (except as permitted herein), or otherwise dispose of the
Collateral, except in the ordinary course of business, without the prior
written consent of the Agent or as otherwise provided in the Agreement.
(c) The chief place of business and chief executive office of the
Borrower is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇. As of the
date hereof, the Collateral owned by the Borrower is kept at the Borrower's
chief executive office and at the other locations specified in SCHEDULE 1
attached hereto and incorporated herein by reference. Records pertaining
to the Collateral are kept at the same such locations.
(d) The execution and delivery of this Security Agreement, together
with the filing of the UCC-1 Financing Statements identified in SCHEDULE 2
attached hereto and incorporated herein by reference (each of which
Financing Statements is in proper form, and has been duly executed by the
Borrower and delivered to the Agent for the benefit of the Secured Parties)
will create a valid, enforceable and perfected security interest in all the
Collateral securing the Obligations, which security interest will be a
first priority security interest.
(e) The Borrower has not, since January 1, 1992, transacted business,
and does not transact business, under any names or trade names other than
as identified on SCHEDULE 3 attached hereto.
10. WARRANTIES AND REPRESENTATIONS CONCERNING COLLATERAL. With respect to
the Collateral, Borrower warrants and represents to the Secured Parties that the
Secured Parties may rely on all statements, representations and records made by
Borrower, unless otherwise indicated in writing by Borrower, that:
(a) The Receivables are genuine, are in all respects what they
purport to be, are not evidenced by a judgment and, if evidenced by an
instrument or document, are only evidenced by one original instrument or
document;
(b) The Collateral has not been pledged to any Person other than to
the Secured Parties under this Security Agreement;
(c) To the best of Borrower's knowledge, there are no facts, events
or occurrences which in any way impair the validity or enforcement of the
Receivables or tend to reduce the amount payable thereunder;
Page 5 Exhibit 4.3
(d) Borrower has no knowledge of any fact or circumstance which would
impair the validity or collectibility of any Receivable;
(e) To the best of Borrower's knowledge, there are no proceedings or
actions which are threatened or pending which might result in any material
adverse change in its financial condition;
(f) To the best of Borrower's knowledge, there are no setoffs,
counterclaims or disputes existing or asserted with respect to any
Receivable and Borrower has not made any agreement with any Account Debtor
thereunder for any deduction therefrom, all of which discounts or
allowances are reflected in the calculation of the face value of each
respective invoice related thereto;
(g) Receivables relating to Account Debtors represent bona fide
transactions completed for services rendered and/or goods delivered, and,
unless otherwise noted, are not known by the Borrower to be in dispute; and
(h) To the best of Borrower's knowledge without any inquiry, all
Account Debtors under any Receivable (i) had the capacity to contract at
the time any contract or other document giving rise to the Receivable was
executed and (ii) are Solvent.
11. REMEDIES. All obligations of Borrower to the Secured Parties pursuant
to the Agreement may, at the option of the Secured Parties, be declared and
become immediately due and owing, if any representation or warranty of Borrower
made herein or pursuant hereto should prove untrue or misleading in any respect
or if Borrower violates any covenant or agreement contained herein which
violation remains unremedied for 30 days after notice thereof by the Agent, or
upon the occurrence of any Event of Default (as defined in the Agreement) and
the expiration of any applicable grace periods. Upon and after an Event of
Default, the Secured Parties shall have the following rights and remedies, the
exercise of any of which shall not operate to limit the availability of any
others:
(a) All of the rights and remedies of a secured party under the
Uniform Commercial Code of the state where such rights and remedies are
asserted, or under other applicable law, all of which rights and remedies
shall be cumulative, and none of which shall be exclusive, to the extent
permitted by law, in addition to any other rights and remedies contained in
this Security Agreement, the Agreement and in all of the other Loan
Documents;
(b) The right to open Borrower's mail addressed to Borrower in care
of the Agent and collect any and all amounts due to the Borrower from
Account Debtors;
(c) The right to (i) demand payment of the Receivables; (ii) enforce
payment of the Receivables, by legal proceedings or otherwise; (iii)
exercise all of Borrower's rights and remedies with respect to the
collection of the Receivables; (iv) settle, adjust, compromise, extend or
renew the Receivables; (v) settle, adjust or compromise any legal
proceedings brought to collect the Receivables; (vi) if permitted by
applicable law, sell or assign the Collateral, upon such terms, for such
amounts and at such time or times as the Agent, on behalf of the Secured
Parties,
Page 6 Exhibit 4.3
deems advisable; (vii) discharge and release the Receivables; (viii) take
control, in any manner, of any item of payment of or proceeds derived
from the disposition of any Collateral; (ix) prepare, file and sign
Borrower' name on a Proof of Claim in Bankruptcy or similar document
against any Account Debtor; (x) prepare file and sign Borrower's name on
any notice of lien, assignment or satisfaction of lien, or similar
document in connection with the Collateral; (xi) endorse the name of the
Borrower upon any chattel paper, document, instrument, invoice, freight
▇▇▇▇, ▇▇▇▇ of lading or similar document or agreement relating to the
Collateral; (xii) use Borrower's stationery and sign the name of the
Borrower to verifications of the Receivables, and notices thereof to
Account Debtors; and (xiii) use the information recorded on or contained
in any data processing equipment and computer hardware and software
relating to the Receivables, to which the Borrower has access;
(d) The right, through self-help or the assistance of a court, to
take possession of all Collateral, to the extent permitted by law. All
monies, or any part thereof, received by the Secured Parties under this
paragraph from time to time shall be applied by the Secured Parties to the
Liabilities secured hereby and those owing under the Notes;
(e) The right to sell or to otherwise dispose of all or any
Collateral in its then condition, at public or private sale or sales, with
such notice as may be required by law, in lots or in bulk, for cash or on
credit, all as the Agent, in its sole discretion, may deem advisable; such
sales may be adjourned from time to time with or without notice. The Agent
shall have the right to conduct such sales on Borrower's premises or
elsewhere and shall have the right to use Borrower's premises without
charge for such sales for such time or times as they may see fit. To the
extent not inconsistent with the provisions under any of the Franchise
Agreements, the Agent is hereby granted a license or other right to use,
without charge, Borrower's labels, patents, copyrights, rights of use of
any name, trade secrets, trade names, trademarks and advertising matter, or
any property of a similar nature, as it pertains to the Collateral, in
advertising for sale and selling any Collateral and Borrower's rights under
all licenses and all franchise agreements, with the exception of any rights
under the Franchise Agreements, shall inure to the Agent's benefit, for
the benefit of the Secured Parties. The Agent, on behalf of the Secured
Parties, shall have the right to sell, lease or otherwise dispose of the
Collateral, or any part thereof, for cash, credit or any combination
thereof, and any of the Secured Parties may purchase all or any part of the
Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may set off the amount of such price
against the Liabilities of the Borrower under the Agreement. The proceeds
realized from the sale of any Collateral shall be applied to (i) the
reasonable costs and expenses, including the reasonable fees and expenses
of the Secured Parties' attorneys, incurred by the Secured Parties for
collection and for acquisition, completion, protection, sale and delivery
of the Collateral; (ii) interest due upon the indebtedness due under the
Notes; (iii) the principal of the indebtedness due under the Notes; and
(iv) all other Obligations. If any deficiency shall arise, the Borrower
shall remain liable to the Secured Parties therefor; and
(f) The rights and remedies provided to the Secured Parties under the
Agreement and under any other Loan Documents.
Page 7 Exhibit 4.3
12. WAIVER. Neither the failure nor any delay on the part of the Secured
Parties to exercise any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise of any other right,
power or privilege of the Secured Parties.
13. GENERAL. The descriptive section headings herein have been inserted
for convenience only and shall not be deemed to limit or otherwise offset the
construction of any provision hereof.
14. GOVERNING LAW. This Security Agreement shall be construed and its
performance governed in accordance with the laws of the State of North Carolina,
including to the extent applicable, the Uniform Commercial Code of that State.
15. BENEFITS. This Security Agreement is freely assignable and
transferrable by the Secured Parties to any assignee and transferee of any
Secured Obligation, however, the duties and obligations of the Borrower may not
be delegated or transferred without the written consent of the Agent. The
rights and privileges of the Secured Parties shall inure to the benefit of their
successors and assigns, and the duties and obligations of the Borrower shall
bind its successors and assigns.
16. NOTICES. All notices and other communication provided for hereunder
shall be in the manner and to the addresses as set forth in the Agreement.
Page 8 Exhibit 4.3
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be duly executed by authority duly given as of the day and year first above
written.
WITNESS: DELTA BEVERAGE GROUP, INC.
/s/ illegible By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------- ----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
WITNESS: NATIONSBANK, N.A., as Agent
/s/ illegible By: /s/ M. ▇▇▇▇ ▇▇▇▇▇▇▇
------------------- ----------------------------
Name: M. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Page 9 Exhibit 4.3
SCHEDULE 1
LOCATIONS OF COLLATERAL
CHIEF EXECUTIVE OFFICE AND MAILING ADDRESS:
Delta Beverage Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PROPERTIES OWNED BY THE BORROWER:
(i) LITTLE ROCK, AR: (o) FORREST CITY, AR:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇▇▇
(▇) ▇▇▇ ▇▇▇▇▇▇▇, ▇▇: (p) RESERVE, LA:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Reserve, LA 70084
71901
(k) MONTICELLO, AR: (q) THIBODAUX, LA:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(l) JONESBORO, AR:
▇▇▇▇ ▇▇▇▇▇ ▇▇. (▇) ▇▇▇▇▇▇, ▇▇:
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(m) BATESVILLE, AR:
1125 Batesville (s) LEESVILLE, LA:
Blvd. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Road
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(n) CAMDEN, AR:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. (▇) ▇▇▇▇▇▇, ▇▇:
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Page 10 Exhibit 4.3
(u) BATESVILLE, MS: (aa) WINONA, MS:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(v) SENATOBIA, MS: (ab) CORINTH, MS:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇) ▇▇▇▇▇▇▇▇▇▇, ▇▇: (ac) COLLIERVILLE, TN:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
(x) WINONA, MS: 38017
▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (ad) COLLIERVILLE, TN:
(Production)
(y) WINONA, MS: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
(▇) ▇▇▇▇▇▇, ▇▇: (ae) TEXARKANA, TX:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
24. PROPERTIES LEASED BY THE BORROWER (INCLUDING LANDLORD'S NAME):
Property Landlord
(a) JACKSON, TN: ▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ P.O. Box 9194
Jackson, TN 38301 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(b) FORREST CITY, AR: 501 Properties
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ 72335
(c) ALEXANDRIA, LA: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Cove
Pineville, LA 71360 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(d) SHREVEPORT, LA: Meljoy Properties
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Page 11 Exhibit 4.3
(e) CORINTH, MS: Jumper & Stockton Realty
▇.▇. ▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ 38829
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(f) COLUMBUS, MS: Sealy & Co., Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. 333 Texas Street,
▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(g) KOSCIUSKO, MS: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(h) MEMPHIS, TN: SCI North Carolina
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(i) MEMPHIS, TN (CORPORATE): Nonconnah Corporate Center
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Page 12 Exhibit 4.3
SCHEDULE 2
UCC-1 FINANCING STATEMENTS
1. UCC-1 Financing Statement executed by Borrower in favor of Lender,
as agent, for filing with the Arkansas Secretary of State.
2. UCC-1 Financing Statement executed by Borrower in favor of Lender,
as agent, for filing with the Clerk of Court of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Louisiana.
3. UCC-1 Financing Statement executed by Borrower in favor of Lender,
as agent, for filing with the Mississippi Secretary of State.
4. UCC-1 Financing Statement executed by Borrower in favor of Lender,
as agent, for filing with the Tennessee Secretary of State.
5. UCC-1 Financing Statement executed by Borrower in favor of Lender,
as agent, for filing with the Texas Secretary of State.
FILING OFFICES
1. Arkansas Secretary of State.
2. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Clerk of Court.
3. Mississippi Secretary of State.
4. Tennessee Secretary of State.
5. Texas Secretary of State.
Page 13 Exhibit 4.3
SCHEDULE 3
TRADENAMES
Delta Beverage Group
Delta Beverage Group of Louisiana
Page 14 Exhibit 4.3