Exhibit 3.44
UCC5 Security Agreement-General-Stock Form-State Publishing Co., Helena, Montana
SECURITY AGREEMENT
Centennial Foods of X.X. Xxx 000 in the
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(Debtor) (Street Address)
City of Xxxxx Xxxxx, Xxxxx 00000 , County of and
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State of Montana (hereinafter called "Debtor"), hereby grants to the State of
Montana, Department of Commerce whose address is 0000 0xx Xxxxxx in Helena
,Montana (hereinafter called "Secured Party"), a security interest in the
following described goods complete with accessories, attachments, accessions and
equipment now or hereafter attached or appertaining thereto or used in
connection therewith (hereinafter called "Collateral"), to-wit:
Description of collateral: See description of security attached hereto as
Exhibit "A" and by this reference made a part hereof.
and all similar property whenever acquired or used with or added to the
foregoing property, to secure payment of the Debtor's note or notes of even date
herewith in the aggregate principal of face amount of $ 780,000.00,and any and
all extensions or renewals thereof in whole or in part, and also any other
indebtedness or liabilities now existing or hereafter arising, due or to become
due, absolute or contingent, and whether several, joint, or joint and several,
of the Debtor to the Secured party.
The Debtor warrants and agrees:
1. Except for the security interest granted hereby, the Debtor is the
owner of the of the collateral free from any liens, security, interest,
encumbrances or other right, title or interest of any other person, firm or
corporation.
2. The collateral is used or brought for use, and will be used,
primarily for (check one):
Personal, family or household purposes, and the Debtor's residence
is that shown at the beginning of this agreement unless a different residence is
shown in the following space:
Farming operations, and the Debtor's residence is that shown at the
beginning of this agreement unless a different residence is shown in the
following space:
X
--- Business use, and the Debtor's chief place of business is that
shown at the beginning of this agreement unless a different address is shown in
the following space: 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000
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3. Unless a "No" is inserted in the space at the end of this paragraph,
the Debtor is acquiring ownership of the collateral from the proceeds of the
loan evidenced hereby and by the Debtor's note above referenced to, and Secured
Party has been and is authorized to disburse the proceeds of the loan directly
to, or the Debtor will remit such proceeds directly to, the seller of the
collateral
4. The collateral will be kept at the address shown at the beginning of
this agreement unless a different address is shown in the following space:
5. If the collateral is or is to be attached to, installed in or
located on real estate in such manner as to become fixtures the description of
the real estate is as follows:
See property description attached hereto as Exhibit "B" and by
this reference made a part hereof.
and the Debtor will upon demand by Secured Party furnish a disclaimer or
disclaimers, signed by all of the persons having an interest in said real
estate, of any right, title, interest or lien upon the collateral prior to the
security interest of Secured Party pursuant hereto.
6. The Debtor will not sell or offer or attempt to sell the collateral
or any substitutions or accessions, or any interest therein, and will not create
or permit to exist any other security interest in or other encumbrance upon the
collateral. There is no financing statement now on file in any public office
covering any property of any kind now or hereafter owned by the Debtor, or in
which Debtor is named as or signs as the debtor, except the financing statement
filed or to be filed in respect of and for the security interest provided for
herein and the following:
Subject only to financing statements by Seattle First National
Bank and to the Montana Department of Natural Resources
according to that certain Loan Agreement dated October 9,
1990, and supplements thereto.
7. Any one of the following shall constitute an event of default for
the purposes hereof: (a) If the Debtor uses the collateral in violation of any
statute or ordinance: or (b) if the Debtor fails to pay promptly when due all
taxes and assessments upon the collateral and for its use or operation, or fails
to keep the collateral in good repair, or fails to keep the collateral insured
(with an insurance company or companies acceptable to Secured Party and with
loss payable to Secured Party as its interest may appear) at all times against
fire (with extended coverage), theft, physical damage and such other risks, and
in such amounts for all risks, as Secured Party shall require, all of which
matters and things referred to in this clause (b) the Debtor hereby warrants and
agrees to do and perform; or (c) if default is made in the due and punctual
payment in full of any indebtedness secured hereby when and as any part of such
indebtedness shall became due and payable; or (d) if default is made by the
Debtor in the performance or observance of any covenant or agreement provided
herein to be performed or observed by the Debtor, or (e) if any warranty,
representation or statement made or furnished by Secured Party by or on behalf
of the Debtor in connection with this agreement proves to have been false in any
material respect when made or furnished or (f) if the collateral suffers
substantial damage or destruction; or (g) if the collateral is levied or seized
under any levy or attachment or under any other legal process; or (h) the death,
incompetence, dissolution or termination of existence of the Debtor; or (i) the
commencement of any bankruptcy or insolvency proceedings by or against the
Debtor or any guarantor or surety for the Debtor.
8. Debtor agrees that upon the occurrence of any of the events of
default set forth in paragraph 7 hereof, the full amount remaining unpaid on the
indebtedness secured hereby shall at the option of Secured Party, by notice in
writing sent by mail addressed to the Debtor at the address shown at the
beginning of this agreement (except that no notice of any kind need be given if
the event of default is any one set forth in item (g) or item (h) or item (i) of
paragraph 7 hereof), be and become due and payable forthwith, and Secured Party
shall then have the rights, options, duties and remedies of a Secured Party
under, and the Debtor shall have the rights and duties of a debtor under, the
Uniform Commercial Code of Montana (regardless of whether such Code or a law
similar thereto has been enacted in the jurisdiction where the rights or
remedies are asserted), including without limitation the right in Secured Party
to take possession of the collateral and be done lawfully and Debtor further
agrees in any such case to deliver the collateral to Secured Party at a place to
be designated by Secured Party. Any requirement of said Code of reasonable
notification of the time and place of any public sale, or of the time after
which any private sale or other intended disposition is to be made, shall be met
by giving the Debtor at least 5 days prior written notice of any public sale, or
the time after which any private sale or any other intended disposition is to be
made. The Debtor shall be and remain liable for any deficiency remaining after
applying the proceeds of disposition of the collateral first to the reasonable
expenses of retaking, holding, preparing for sale, selling and the like,
including the reasonable attorneys' fees and legal expenses incurred by Secured
Party in connection therewith, and then to the satisfaction of the indebtedness
secured hereunder. It is agreed that the sheriff of the county in which the
collateral, or any part thereof, may be, on request of the Secured Party and
delivery to such sheriff of a copy of this security agreement, may take
possession of the collateral in case of default and sell the same in whole or in
part as provided by law.
9. Secured Party may, in the event of default by the Debtor in so
doing, obtain insurance, pay taxes, liens or encumbrances, or order and pay for
repairs, and all amounts expended by Secured Party shall, with interest thereon
at 6% per annum, constitute indebtedness of the Debtor secured hereby and be
payable forthwith; but no such act or expenditure by Secured Party shall relieve
the Debtor from the consequence of such default.
10. No warranties, express or implied, and no representations, promises
or statements have been made be Secured Party unless endorsed hereon in writing.
The Debtor hereby waives the benefit of any exemption or Homestead statutes now
or hereafter in force. Any provision of this agreement prohibited by law of any
state shall as to said state, be ineffective to the extent of such prohibition
without invalidating the remaining provisions hereof.
11. This agreement and all rights and liabilities hereunder and in and
to any and all collateral shall inure to the benefit of Secured Party and its
successors and assigns, and shall be binding upon the Debtor and his, her, its
or their heirs, legal representatives, successors and assigns. This agreement
and all rights and obligations hereunder, including matters of construction,
validity and performance shall be governed by the laws of Montana. All terms
used herein which are defined in the Uniform Commercial Code of Montana shall
have the same meaning herein as in the Code.
Debtor acknowledges that this agreement is and shall be effective upon
execution by the Debtor and delivery hereof to Secured Party and it shall not be
necessary for Secured Party to execute any acceptance hereof or otherwise to
signify or express its acceptance hereof.
Executed by the Debtor, the 20th day of December , 1990.
CENTENNIAL FOODS, INC.
Debtor
By: /s/ Xxx Xxxxx
(Corporate seal and attestation by secretary, if agreement executed by
corporation.)
Exhibit "A"
Attachment to Security Agreement
Centennial Foods, Inc./Montana Department of Commerce
ALL BUILDINGS, FIXTURES, MACHINERY, EQUIPMENT, ACCOUNTS RECEIVABLE AND
INVENTORY, INCLUDING BUT NOT LIMITED TO: A XXXXXX 48' X 113' STEEL BUILDING,
GRAIN STORAGE BIN, 50 H.P. HAMMER MILL, FIVE 50 BUSHEL GRAIN METERING BINS WITH
AUGERS AND VIBRATORS, THIRTY 1280 GAL. STAINLESS BATCH TANKS, THREE 3000 GAL.
BEER STORAGE TANKS, DISTILLATION TOWER SYSTEM, CONDENSER WASTE WATER STORAGE
TANK, 6000 GAL. WET ALCOHOL STORAGE TANK, 2000 GAL. 195 PROOF TANK, 500 GAL.
DENATURING FUEL TANK, 12,000 GAL. DENATURING ALCOHOL STORAGE TANK, 1000 GAL DRY
ALCOHOL STORAGE TANK, PALL PNEUMATIC ALCOHOL DEHYDRATOR, SEWCO VIBRO-ENERGY
SEPARATORS, 11' DIA. X 28' SWEETWATER TANK WITH PUMP, WORTHINGTON 15 H.P. AIR
COMPRESSOR, 5 H.P. AIR COMPRESSOR, TWO 59.7 BOILERS, 1200 ELECTRIC SUPPLY,
NATURAL GAS SERVICE, WATER SUPPLY WITH 2 10 H.P. PUMPS, BOILER WATER TREATER, AS
WELL AS ALL BUILDINGS, FIXTURES, MACHINERY, EQUIPMENT, ACCOUNTS RECEIVABLE,
INVENTORY, AND SUBSTITUTIONS, REPLACEMENTS, ACCESSORIES, ATTACHMENTS, PARTS,
ACCESSIONS AND REPAIRS NOW OR HEREAFTER ATTACHED OR AFFIXED TO OR USED IN
CONNECTION WITH THE PLANT LOCATED ON THE PROPERTY DESCRIBED IN EXHIBIT "A"
ATTACHED HERETO.
Exhibit "B"
Attachment to Security Agreement
Centennial Foods, Inc./Montana Department of Commerce
All of Farm Unit No. 76, East Bench Irrigation District, according to the plat
thereof on file in office of the County Clerk and Recorder of Beaverhead County,
Montana, as amended February, 1967, and being more particularly described as
follows:
E1/2, Section 9,, Township 6 South, Range 7 West.
NE1/4 NE1/4, Section 16, Township 6 South, Range 7 West.
Parcel 3 - Section 9, Township 6 South, Range 7 West, described as
follows: Beginning at the C1/4 corner of Section 9; thence S. 00 21' E.
1190.1 feet along the N-S mid-section line to Corner 1; thence N. 70
18' W. 407.8 feet to Corner 2; thence N. 15 24' W. 1095.6 feet to
Corner 3, said corner being on the E-W mid-section line; thence S. 89
39' E. 668.0 feet along the E-W mid-section line to C1/4 corner, said
corner being the point of beginning.
Parcel 4 - Section 16, Township 6 South, Range 7 West, described as
follows: Beginning at the East 1/16 corner common to Sections 16 to 9;
thence S. 0 07' E. 1330.5 feet along the East 1/16 line to the NE 1/16
corner; thence N. 89 36' W. 731.9 feet along the North 1/16 line to
Corner 1; thence N. 12 26' W. 629.6 feet to Corner 2; thence N. 67 21'
E. 31.9 feet to Corner 3; thence N. 12 21' W. 31.9 feet to Corner 4,
said corner being on the North section line; thence S. 89 35' E. 989.8
feet along the North section line to the East l/16 corner common to the
Sections 16 and 9, the point of beginning.
