EXHIBIT 99.6
SECURITY AGREEMENT (Pledged Collateral)
In consideration of loans heretofore, now, or hereafter made to Sight
Resource Corporation (hereinafter called the "Pledgor") by Fleet National Bank
(hereinafter called the "Bank"), and to secure payment of any liability or
obligation of the Pledgor to the Bank, direct or indirect, primary or secondary,
now existing or hereafter arising (said liabilities and obligations hereby
secured being hereinafter called "Obligations"), the Pledgor assigns, transfers
and delivers to the Bank the collateral described on Exhibit A attached hereto
and made a part hereof, together with any additions to or substitutions for said
property and any and all proceeds of the same, all of which shall hereinafter be
referred to as "Collateral".
Upon an event of default hereunder, or upon default in the payment or
performance of any of the Obligations as set forth and more particularly
described as an "Event of Default" under that certain Loan Agreement between
Bank and Pledgor of even date (the "Loan Agreement"), or upon the occurrence of
any event which would entitle the Bank to accelerate the maturity of any of the
Obligations in each case beyond any applicable grace periods, and at any time or
times thereafter, without any demand or notice, except as may be required by
applicable law, the Bank may sell or otherwise dispose of any or all of the
Collateral and may exercise any and all rights and remedies accorded to it by
Article 9 of the Massachusetts Uniform Commercial Code, as amended from time to
time, or otherwise accorded by law, all as the Bank or any authorized person
acting for it may determine, including, without limitation of the foregoing,
bidding and/or becoming purchaser at any public sale, free from any right of
redemption, which the Pledgor hereby waives and releases, and no purchaser shall
be responsible for the application of the purchase money. The Pledgor agrees
that five (5) days notice will be deemed reasonable, if any is required.
The Bank at its option, upon any event of default hereunder or under the
Loan Agreement may, but shall have no obligation to do so, demand, ▇▇▇ for,
collect, or make any compromise or settlement it deems desirable with reference
to the Collateral, including, without limitation, the exercise of all rights of
a secured party or mortgagee as to any security for any Collateral. The Bank
shall have no duty as to collection or protection of any Collateral or any
income or distribution thereon nor as to the preservation of any rights,
including, without limitation, rights against prior parties, beyond safekeeping
of the Collateral or as otherwise required by law.
The Bank may apply any and all proceeds of the Collateral, however
arising, and other amounts collected or received in the exercise of its rights
hereunder to the Obligations, whether or not then due, and may exercise said
rights, without regard to the existence of any other security for any
Obligation.
The Pledgor hereby waives notice of any and all advances, extensions or
renewals, and of any default hereunder or as to any Obligation except as
provided under the Loan Agreement, as well as presentment, demand, notice, and
protest as to any and all Obligations and also all
Obligations of the Pledgor hereunder; and the Pledgor agrees that any Collateral
may be exchanged or surrendered from time to time without notice to or further
assent from the Pledgor and without in any manner releasing the Bank's rights in
any other Collateral and the Pledgor hereby waives all suretyship defenses
generally.
No delay or omission by the Bank in exercising or enforcing any of its
rights, powers, privileges, remedies, immunities or discretions (all of which
are hereinafter collectively referred to as the "Bank's rights and remedies")
hereunder shall constitute a waiver thereof; and no waiver by the Bank of any
default of the Borrower hereunder shall operate as a waiver of any other default
hereunder. No term or provision hereof shall be waived, altered or modified
except with the prior written consent of the Bank, which consent makes explicit
reference to this Agreement. Except as provided in the preceding sentence, no
other agreement or transaction, of whatsoever nature, entered into between the
Bank and the Borrower at any time (whether before, during or after the effective
date or term of this Agreement), shall be construed in any particular as a
waiver, modification or limitation of any of the Bank's rights and remedies
under this Agreement (nor shall anything in this Agreement be construed as a
waiver, modification or limitation of any of the Bank's rights and remedies
under any such other agreement or transaction), but all of the Bank's rights and
remedies not only under the provisions of this Agreement but also of any such
other agreement or transaction shall be cumulative and not alternative or
exclusive, and may be exercised by the Bank at such time or times and in such
order of preference as the Bank in its sole discretion may determine.
If any provision of this Agreement or portion of such provision or the
application thereof to any person or circumstance shall to any extent be held
invalid or unenforceable, the remainder of this Agreement (or the remainder of
such provision) and the application thereof to other persons or circumstances
shall not be affected thereby.
This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto, and shall remain in
full force and effect (and the Bank shall be entitled to rely thereon,
notwithstanding payment of all Obligations of the Borrower to the Bank at any
time or times) until terminated as to future transactions by written notice from
either party to the other party of the termination hereof; provided that any
such termination shall not release or affect any Collateral in which the Bank
already has a security interest or any Obligations incurred or rights accrued
hereunder prior to the effective date of such notice (as hereinafter defined) of
such termination. Notwithstanding any such termination, the Bank shall have a
security interest in all Collateral to secure the payment and performance of
Obligations arising after such termination as a result of commitments or
undertakings made or entered into by the Bank prior to such termination. The
Bank may transfer and assign this Agreement and deliver the Collateral to the
assignee, who shall thereupon have all the rights of the Bank; and the Bank
shall then be relieved and discharged of any responsibility or liability with
respect to this Agreement and the Collateral.
This Agreement is intended to take effect as a sealed instrument and has
been executed or completed and is to be performed in the Commonwealth of
Massachusetts, and it and all transactions hereunder or pursuant hereto shall be
governed as to interpretation, validity, effect,
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rights, duties and remedies of the parties hereunder and in all other respects
by the domestic laws of the Commonwealth of Massachusetts.
Witness our hands this 15th day of April, 1999.
WITNESS: PLEDGOR: SIGHT RESOURCE CORPORATION
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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(As to Both) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief
Executive Officer
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
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EXHIBIT A
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COLLATERAL
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