EXHIBIT 10.44
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of January 31, 1997, made by ▇▇▇▇▇▇▇
▇▇▇▇▇, Inc., a California corporation, (the "Pledgor"), in favor of Hasco
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International, Inc., a Missouri corporation (together with any of its successors
and assigns, the "Lender"). Capitalized terms used but not defined herein shall
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have the meanings given to them in that certain Loan Agreement, dated as of the
date hereof (the "Loan Agreement"), among the Pledgor, the Lender and Styles On
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Video, Inc.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, and to induce the Lender to make the loans
to the Pledgor described in the Loan Agreement, the Pledgor hereby agrees with
the Lender as follows:
1. Defined Terms. The following terms shall have the following
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meanings:
"Bankruptcy Code" means The United States Bankruptcy Code of 1978, as
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amended from time to time, or any successor federal statute.
"Collateral" has the meaning assigned to it in Section 2 of this
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Security Agreement.
"Contracts" means all contracts, instruments, undertakings, documents
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and other agreements or arrangements (whether written or oral) of hospitals or
other health care providers that relate in any way to in-hospital newborn
photography services in which the Pledgor may now or hereafter have any right,
title or interest, as any of the same may from time to time be amended, modified
or supplemented, and all rights, title or interest of the Pledgor thereunder.
"IDI" means International Digital Investors, L.P., a Delaware limited
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partnership.
"Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
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assignment for security, security interest, encumbrance, ▇▇▇▇, ▇▇▇▇ or similar
charge of any kind.
"Obligations" shall mean (a) all the principal of and interest
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(including interest accruing on or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding relating to FYI, whether or not a claim of post-petition interest is
allowed in such proceeding) under the Loan Agreement or Note, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise and (b) all other monetary and non-monetary obligations of FYI to
the Lender under the Loan Agreement, Note or this Agreement.
"Proceeds" means (a) any and all proceeds of any insurance, indemnity,
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warranty or guaranty payable to the Pledgor from time to time with respect to
any of the Collateral, (b) any and all payments (in any form whatsoever) made or
due and payable to the Pledgor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any governmental body, authority, bureau or agency (or
any person acting under color of governmental authority), (c) any and all other
amounts from time to time paid or payable under or in connection with any of the
Collateral and (d) any "proceeds" as such term is defined in Section 9306(1) of
the UCC, including, without limitation, all "accounts" (as defined in the UCC)
arising from the Contracts.
"Security Agreement" means this Security Agreement, as amended,
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restated, supplemented or otherwise modified from time to time.
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"Subordination Agreement" means the Subordination and Intercreditor
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Agreement dated as of the date hereof by and among the Pledgor, the Lender and
IDI.
"UCC" means the Uniform Commercial Code from time to time in effect in
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the State of California; provided, however, that if by reason of mandatory
provisions of law, the perfection or the effect of perfection or non-perfection
of the security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than California, "UCC" means the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such perfection or effect of perfection or
non-perfection.
2. Grant of Security Interest. As collateral security for the
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prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby
grants to the Lender a priority lien upon and security interest in (the
"Security Interest") all of the following property, now owned or at any time
hereafter acquired by the Pledgor or in which the Pledgor now has or at any time
in the future may acquire any right, title or interest (collectively, the
"Collateral"):
(i) all Contracts; and
(ii) to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing.
3. Representations and Warranties. The Pledgor hereby represents
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and warrants to the Lender, which representations and warranties shall survive
the execution of this Security Agreement, that:
(a) First Priority Security Interest. This Security Agreement, when
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executed and delivered to the Lender, will create and grant to the Lender a
valid Security Interest and charge in favor of and for the benefit of the Lender
in the Collateral and, to the extent required, upon giving effect to the
Subordination Agreement and the filing of the UCC financing statements, the
Lender shall have, at the time of attachment, a perfected first lien on the
Collateral described therein, prior to all other Liens and other encumbrances,
and is enforceable as such as against creditors of and purchasers from the
Pledgor. All action necessary or desirable to protect and perfect such Security
Interest in each item of the Collateral has been duly taken by the Pledgor.
(b) Chief Executive Office. The "chief executive office" (as defined
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in the UCC) of the Pledgor is located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇.
(c) Corporate Representations. The Pledgor is a corporation duly
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organized and existing in good standing under the laws of the State of
California and has the requisite corporate power and authority to enter into,
execute, deliver and perform its obligations under this Agreement, the Loan
Agreement, the Note and the Subordination Agreement. When executed and
delivered, this Agreement, the Loan Agreement, the Note and the Subordination
Agreement shall each constitute valid and binding agreements of the Pledgor,
enforceable against the Pledgor in accordance with their terms, subject, as to
enforcement, (a) to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and (b) to general principles of equity, whether
such enforceability is considered in a proceeding in equity or at law.
4. Covenants.
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The Pledgor covenants and agrees, so long as this Agreement is in
effect, that:
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(a) Asset Sales. The Pledgor shall not sell, transfer, lease or
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otherwise dispose of any of the Collateral or attempt, offer or contract to do
so; provided, however, upon prior notice to the Lender, the Pledgor may
terminate any contract that is a part of the Collateral in the normal course of
business, consistent with past practice.
(b) Further Assurances. The Pledgor will execute and deliver to the
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Lender such consents, assurances, powers of attorney and other instruments as
may be reasonably requested by the Lender or its counsel in order to carry out
the purpose and intent of this Security Agreement.
5. Remedies.
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(a) General. If any Event of Default shall occur and be continuing,
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the Lender may exercise, in addition to all other rights and remedies granted to
it in this Security Agreement, the Loan Agreement, the Note and in any other
instrument or agreement securing, evidencing or relating to the Obligations, all
rights and remedies of a secured party under the UCC against the Pledgor.
(b) Sale. If any Event of Default shall occur and be continuing, the
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Lender without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor or any other person (all and each of which
demands, defenses, advertisements and notices are hereby waived to the extent
permitted by applicable law), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, lease, assign, give an option or options to purchase,
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at the office of the Lender or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. The Pledgor will execute and deliver such documents and take such other
action as the Lender deems necessary or advisable in order that such sale may be
made in compliance with law. The Lender shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold.
Upon any such sale the Lender shall have the right to deliver, assign and
transfer the Collateral so sold to the purchaser thereof. Each purchaser at any
such sale shall hold the Collateral so sold to it absolutely and free from any
Lien or other claim or right of whatever kind, including any equity or right of
redemption of the Pledgor, to the extent permitted by applicable law, hereby
specifically waives all rights of redemption, stay or appraisal which it has or
may have at any time in the future under any law now existing or hereafter
enacted or adopted (as well as any rights to exoneration, subrogation or
reimbursement arising at law, in equity or otherwise).
(c) Notice. If any notice of a proposed sale or other disposition of
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collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition. All
waivers by the Pledgor of rights (including rights to notice), and all rights
and remedies afforded the Lender herein, and all other provisions of this
Security Agreement, are expressly made subject to any applicable mandatory
provisions of law limiting, or imposing conditions (including conditions as to
reasonableness) upon, such waivers or the effectiveness thereof or any such
rights and remedies. Any sale or other disposition of the Collateral and the
possession thereof by the Lender shall be in compliance with all provisions of
applicable law (including applicable securities laws and applicable provisions
of the UCC). To the extent permitted by the UCC, the Pledgor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay the Obligations and the
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reasonable fees and disbursements of any attorneys or other agency employed by
the Lender to collect such deficiency.
6. Lender's Appointment as Attorney-in-Fact.
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(a) Powers. The Pledgor hereby irrevocably constitutes and appoints
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the Lender and any officer thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of the Pledgor and in the name of the Pledgor or in its own
name, from time to time in the Lender's discretion, for the purpose of carrying
out the terms of this Security Agreement which are required to be observed or
performed by the Pledgor, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Security Agreement, and without limiting the
generality of the foregoing, the Pledgor hereby gives the Lender the power and
right, on behalf of the Pledgor without notice to or assent by the Pledgor, to
do the following:
(i) at any time when any Event of Default shall occur and be
continuing and upon five (5) days' notice of such Event of Default to IDI,
in the name of the Pledgor or its own name, or otherwise, to take
possession of and endorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under, or
with respect to, any Collateral and to file any claim or to take any other
action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Lender for the purpose, of collecting any and all such
moneys due with respect to such Collateral whenever payable;
(ii) to pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral; and
(iii) upon the occurrence and during the continuance of any
Event of Default and upon five (5) days' notice of such Event of Default to
IDI,
(A) to direct any party liable for any payment under any
of the Collateral to make payment of any and all moneys due or to
become due thereunder directly to the Lender or as the Lender shall
direct;
(B) to ask or demand for, collect, receive payment of and
give receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any
Collateral;
(C) to sign and endorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against
debtors, Assignments, verifications, notices and other documents in
connection with any of the Collateral;
(D) to defend any suit, action or proceeding brought
against the Pledgor or any Subsidiary thereof with respect to any
Collateral;
(E) to settle, compromise or adjust any suit, action or
proceeding described in the preceding clauses and, in connection
therewith, to give such discharges or releases as the Lender may deem
appropriate;
(F) to open such Pledgor's mail or notify postal
authority to direct Pledgor's mail;
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(G) to notify, or to direct such Pledgor to notify,
account debtors whose accounts are included in the Collateral that
such accounts have been assigned to the Lender and that payments in
respect thereof shall be made directly to the Lender and, in its own
name, or in the name of others, to communicate with account debtors on
such accounts to verify with them to its satisfaction the existence,
amount and terms of any Accounts; and
(H) generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral
as fully and completely as though the Lender were the absolute owner
thereof for all purposes, and to do, at the Lender's option and the
Pledgor's expense, at any time, or from time to time, all acts and
things which the Lender reasonably deems necessary to protect,
preserve or realize upon the Collateral and the Liens of the Lender
thereon and to effect the intent of this Security Agreement, all as
fully and effectively as the Pledgor or any Subsidiary thereof might
do, in each case in accordance with the law.
The Pledgor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable.
(b) Other Powers. The Pledgor also authorizes the Lender, at any
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time and from time to time, to execute, in connection with the sale provided for
in Section 5 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.
(c) No Duty on the Part of Lender. The powers conferred on the
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Lender hereunder are solely to protect the interests of the Lender in the
Collateral and shall not impose any duty upon the Lender to exercise any such
powers. The Lender shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers, and neither the Lender nor
any of its officers, directors or employees shall be responsible to the Pledgor
for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct. To the extent permitted by applicable law, the Pledgor
waives all claims, damages and demands it may acquire against the Lender arising
out of the exercise by them of any rights under this Security Agreement, except
for the gross negligence, bad faith or willful misconduct on the part of the
Lender.
7. Performance by Lender of Pledgor's Obligations. If the Pledgor
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fails to perform or comply with any of its agreements contained herein, in the
Loan Agreement, the Note or any other agreement or instrument related to the
foregoing and the Lender shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the reasonable expenses of the
Lender incurred in connection with such performance or compliance, together with
interest thereon at a rate per annum then in effect under the Loan Agreement
shall be payable by the Pledgor to the Lender on demand and shall constitute
Obligations secured hereby.
8. Duration of Agreement; Release of Security. This Security
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Agreement and the Security Interest granted hereby shall terminate when all the
Obligations have been paid in full. Upon termination of Lender's Security
Interest, the Collateral shall be released from the liens created by this
Security Agreement and its ancillary documents, all without delivery of any
instrument or performance of any act by any party, and all rights in the
Collateral shall revert back to the Pledgor. Upon such termination, the Lender
shall cause to be assigned, transferred and delivered as soon as possible,
against receipt but without any recourse, warranty or representation whatsoever,
any remaining Collateral in its possession and money received in respect
thereof. The Lender shall also execute and deliver as soon as possible to the
Pledgor all UCC termination
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statements and similar documents as shall be reasonably requested by or on
behalf of the Pledgor to evidence the termination and release of the liens on
the Collateral.
9. Pledgor Remains Liable Under Contracts and Agreements. Anything
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contained in this Security Agreement to the contrary notwithstanding, (a) the
Pledgor shall remain solely liable to perform its duties and obligations under
the contracts and agreements included in the Collateral to the extent set forth
therein to the same extent as if this Agreement had not been executed, (b) the
exercise by the Lender of any of its rights and remedies hereunder shall not
release the Pledgor from any of its duties or obligations under the contracts
and agreements included in the Collateral except to the extent the exercise of
such rights renders the performance of such duties or obligations by the Pledgor
impracticable under any such agreement or contract and (c) the Lender shall not
have any obligation or liability under any contract or agreement included in the
Collateral by reason of this Agreement, and Lender shall not be obligated in any
manner to perform any of the obligations or duties the Pledgor thereunder or to
take any action to collect or enforce any claim for payment assigned hereunder.
10. Limitation on Duty of Lender Regarding the Collateral. Beyond
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the exercise of reasonable care in the custody of any Collateral in its
possession, the Lender shall have no duty as to any Collateral in its possession
or control or in the possession or control of any agent or bailee, or any income
thereon, or as to the preservation of rights against prior parties or any other
rights pertaining thereto. The Lender shall be deemed to have exercised
reasonable care in the custody of the Collateral in the Lender's possession if
the Collateral is accorded treatment substantially equal to that which the
Lender accords its own property. The Lender shall not be liable or responsible
for any loss or damage to any of the Collateral, or for any diminution in the
value thereof, by reason of the act or omission of any warehouseman, carrier,
forwarding agency, consignee or other agent or bailee selected by the Lender in
good faith.
11. Limitation on Duties Regarding Preservation of Collateral. The
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Lender's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Lender would
deal with similar property for its own account. The Lender or any of its
directors, officers or employees shall not be liable for failure to demand,
collect or realize upon all or any part of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Pledgor or otherwise.
12. Security Interest Absolute. Except as prohibited by law, all
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rights of the Lender hereunder, the grant of the Security Interest in the
Collateral and all obligations of the Pledgor hereunder shall be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of the
Obligations, the Loan Agreement, the Note or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from the Loan Agreement,
the Note or any other agreement or instrument relating to any of the foregoing,
(c) failure by the Lender to take steps to perfect or maintain perfected its
security interest in, or to preserve its rights to, any of the Collateral, (d)
any exchange, release or non-perfection of any other collateral, or any release
or amendment or waiver of or consent to or departure from any guaranty, for all
or any of the Obligations, (e) the disallowance under Section 502 of the
Bankruptcy Code of all or any portion of the claims of the Lender for repayment
of the Obligations or (f) any other circumstance which might otherwise
constitute a legal or equitable defense available to, or a legal or equitable
discharge of, the Pledgor with respect to the Obligations or with respect to
this Agreement other than the indefeasible payment in full of all of the
Obligations.
13. Powers Coupled with an Interest. All authorizations and agencies
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herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
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14. Severability. Any provision of this Security Agreement which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. Section Headings. The section headings used in this Security
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Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. No Waiver: Cumulative Remedies. To the extent permitted by
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applicable law, the Lender shall not by any act (except by a written instrument
pursuant to Section 18), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof.
To the extent permitted by applicable law, no failure to exercise, or any delay
in exercising, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or future exercise thereof or the exercise of
any other right, power or privilege. A waiver by the Lender of any right or
remedy hereunder on any occasion shall not be construed as a bar to any right or
remedy which the Lender would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.
17. Waivers and Amendments: Successors and Assigns. None of the
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terms or provisions of this Security Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Lender. This Security Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Lender. Without limiting anything to the contrary herein, this Agreement and
the benefits hereunder may be assigned to any permitted assignee of the Note.
18. Notices. Any and all notices or other communications or
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deliveries required or permitted to be given or made pursuant to any of the
provisions of this Agreement shall be deemed to have been duly given or made for
all purposes if (i) sent by certified or registered mail, return receipt
requested and postage prepaid, (ii) hand delivered, (iii) sent by a nationally
recognized overnight courier or (iv) sent by telephone facsimile transmission
the receipt of which is confirmed as follows:
If to the Lender:
Hasco International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
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If to the Pledgor:
▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇'▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
Sanders, Barnet, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Mosk
1901 Avenue of the Stars, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
or at such other address as any party may specify by notice given to the other
party in accordance with this section. The date of giving of any such notice
shall be the date three days following the posting of the mail, the date of hand
delivery, the day after delivery to the overnight courier service or the date
sent by telephone facsimile.
19. GOVERNING LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO INSTRUMENTS MADE TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO
THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION OTHER THAN
CALIFORNIA ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION.
20. WAIVER OF JURY TRIAL. THE LENDER AND THE PLEDGOR HEREBY
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IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED UPON, OR ARISING OUT OF, THIS SECURITY AGREEMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF THE LENDER OR THE
PLEDGOR RELATING THERETO.
21. Counterparts. This Security Agreement may be executed in any
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number of identical counterparts, each of which shall constitute an original but
all of which when taken together shall constitute but one contract.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed and delivered as of the date first above
written.
HASCO INTERNATIONAL, INC.
By_________________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇, INC.
By: _______________________________
Name:
Title:
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