Exhibit 10.10 (c)
SECURITY AGREEMENT
American Woodmark Corporation, with operations located at Route
000 Xxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000, herein called
"Debtor," and the West Virginia Economic Development Authority, herein
called "Secured Party," agree as follows:
1. Debtor hereby grants to Secured Party a first lien security
interest in all equipment, machinery and fixtures of Debtor located at Route
000 Xxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx, whether now owned or
hereafter acquired, including without limitation the equipment, machinery
and fixtures described in Exhibit A hereto, and all replacements and
additions thereto and proceeds thereof.
2. Debtor warrants and agrees that:
a. Debtor shall pay Secured Party the sum of $500,000 evidenced
by a Promissory Note of even date herewith and referred to
in the Loan Agreement of even date herewith between the
parties hereto, together with the interest and other
obligations described in said Promissory Note and the Loan
Agreement.
This Security Agreement shall, in addition to securing said sums
due to Secured Party, secure all future advances made by Secured
Party, to, or for the account of Debtor, including advances for
loans, repairs to or maintenance of the collateral, and all
reasonable costs and expenses incurred in the collection of any
such indebtedness.
b. The collateral covered hereby will be used primarily in
Debtor's business located at the address mentioned above,
unless Secured Party consents in writing to another use and
will not be misused or abused, wasted or allowed to
deteriorate, except for the ordinary wear and tear from its
intended primary use.
c. Until this Security Agreement is terminated, the collateral
will be insured against fire, theft, vandalism, malicious
mischief, and other hazard in an amount and with policy or
policies of insurance acceptable to Secured Party and
payable to both Secured Party and Debtor, as their interest
appear, and with the policies, or copies thereof, deposited
with Secured Party, and such policy or policies shall
provide for not less than thirty (30) days written notice
to Secured Party of the cancellation of such policy or
policies.
d. The collateral will not be sold, transferred or disposed of
or be subjected to any unpaid charges, including taxes, or
to any subsequent interest of a third person created or
suffered by Debtor voluntarily or involuntarily, unless
Secured Party consents in advance in writing to such
charge, transfer, disposition or subsequent interest.
e. Debtor will sign and execute alone or with Secured Party
any Financing Statements or documents or procure any
documents and pay all costs necessary to protect the
security interests under this Security Agreement against
the rights or interests of a third party.
f. Debtor will reimburse Secured Party for any action to
remedy a default which Secured Party elects pursuant to the
terms hereof or under said Loan Agreement.
3. Until default hereunder, Debtor shall be entitled to the
possession of the collateral and to use and enjoy the same.
4. Debtor shall be in default hereunder upon an Event of
Default as set forth in said Loan Agreement or failure to pay any amount
ayable hereunder or under said Promissory Note within the time provided in
said Promissory Note or upon failure to observe or perform any of Debtor's
other agreements contained herein.
5. Upon Debtor's default, Secured Party may exercise its rights
of enforcement under the Uniform Commercial Code in force in West Virginia,
at the date of this Security Agreement and, in conjunction with, in
addition to or in substitution for those rights, at the discretion of
Secured Party, may enter upon Debtor's premises to take possession of,
assemble, and collect the collateral or render it unusable, and may require
Debtor to assemble the collateral and make it available at a place
designated by Secured Party which is mutually convenient to allow Secured
Party to take possession of or dispose of the collateral. Secured Party
may waive any default or remedy any default in any reasonable manner
without waiving the default remedy and without waiving any other prior or
subsequent defaults. In the event of default by Debtor in his obligations
to Secured Party and the repossession of the collateral by Secured Party,
such Secured Party may sell and transfer the entire interest in and full
and complete title to the collateral.
6. Debtor warrants that it has good title to the collateral
described herein; that the same is free and clear from all liens and
encumbrances.
7. All the collateral described herein is located in Hardy
County, West Virginia, and will remain in said County until said Promissory
Note is paid in full.
8. The only office of the Debtor in West Virginia is at Route
000 Xxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000.
Dated this 20th day of November, 1998.
AMERICAN WOODMARK CORPORATION
By: Xxxxx Xxxxx
Its: Treasurer
WEST VIRGINIA ECONOMIC DEVELOPMENT
AUTHORITY
By: Xxxxx X. Xxxxxx
Its: Executive Director
EXHIBIT A
List of Equipment
Useful
Description Vendor Cost Life
Misc. Parts Resourcement $43,103 10
Wrapper
Printer For Xxxxx Inc. 23,270 10
Wrapper
Boiler Xxxxx Boiler 273,000
Xxxxxx Supply 1,939
Grainger 1,815
-------
276,754 15
Total Cost
Colashi DET Danckaert 122,822 10
Woodworking
Xxxxxxx Mineral Fab. 23,541
Xxxxxxx Xxxxxx 82,135
-------
Inc. 105,676 10
Total Cost
Spindle Shaper Mineral Fab. 4,050
3K Machinery 7,900
-------
11,950 10
Total Cost
Dust Collection Flemex Inc. 10,355
System XX Xxxx Sheet 168,812
-------
Metal 179,167 15
Total Cost
Automatic Door Giben America 216,000 10
Clamp Inc.
Rye Shaper Fab-Tex Fixtures 2,510
3K Machinery 18,500
-------
21,010 10
Total Cost
Grand Total 12
$1,034,753
STATE OF WEST VIRGINIA
UNIFORM COMMERCIAL CODE-FINANCING STATEMENT-FORM UCC-1
INSTRUCTIONS
69642
1. PLEASE TYPE this form. Fold only along perforation for mailing.
2. Remove Secured Party and Debtor copies (last two sheets) and send
other 3 copies with interleaved carbon paper to the filing officer.
3. When filing is to be with more than one office, Form UCC-2 may be
placed over this set to avoid double typing. Type on last line all
offices in which statement is filed.
4. If the space provided for any item's) on the form is inadequate
the item(s) should be continued on additional sheets, preferably
5" x 8" or 8" x 10". Only one copy of such additional sheets need
be presented to the filing office with a set of three copies of
the financing statement. Long schedules of collateral,
indentures, etc., may be on any size paper that is convenient for
the secured party.
5. If collateral is crops or goods which are or are to become fixtures,
describe generally the real estate and give name of record owner.
6. When a copy of the security agreement is used as a financing
statement, it is requested that it be accompanied by a completed but
unsigned set of these forms, without extra fee.
7. At the time of original filing, filing office should return third
copy as an acknowledgment. At a later time, secured party may
date and sign Termination Legend and use third copy as a
Termination Statement .
_____________________________________________________________________
This FINANCING STATEMENT is presented to a filing officer for filing
pursuant to the Uniform Commercial Code: 3 Maturity date (if any):
_____________________________________________________________________
1 Debtor(s) (Last Name 2 Secured Party(ies) For filing Office (Date,
First) and address(es) and address(es) Time, Number, and
American Woodmark West Virginia Filing Office)
Corporation Economic
Route 220 South, Development
Industrial Park Authority
Xxxxxxxxxx, XX 00000 0000 Xxxxxxx Xxxx.,
Xxxx
Xxxxx 000
Xxxxxxxxxx, XX
00000
4 This financing statement covers the following types (or items) of
property:
See Exhibit A
Check if covered Proceeds of Collateral are also covered Products
of Collateral are also covered No. of additional sheets presented:
Filed with West Virginia Secretary of State
AMERICAN WOODMARK CORPORATION WEST VIRGINIA ECONOMIC
DEVELOPMENT CORPORATION
By: Xxxxx Xxxxx By: Xxxxx Xxxxxx Exec. Director
------------------------ ---------------------------
Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
FILING OFFICE COPY-ALPHABETICAL
(Form approved by Secretary of State of West Virginia)
Registre, Inc.
000 XXXXXX XX.
X.X. XXX 000
XXXXX, XX. 00000
(000) 000-0000
