SECURITY AGREEMENT
THIS SECURITY AGREEMENT ("Security Agreement") is made this 14th day of
April, 2000, by and between TITAN HOSTING, INC., a Delaware corporation
("Debtor"), having its principal place of business located at57 West Pine
Street, Orlando, FL 32801, and CITY-GUIDE ISP, INC., a Florida corporation
("Secured Party"), having its principal place of business located at412 East
Madison Street, Suite 1000, Tampa, FL 33602.
W I T N E S S E T H:
WHEREAS, Debtor wishes to grant Secured Party a security interest in
certain assets, including without limitation, all contracts, equipment and
accounts specified on Exhibit A attached hereto, save and except the dial-up
accounts Secured Party sold to Debtor collectively, "Collateral"), to secure
payment of that certain Promissory Note of even date herewith in the original
principal amount of Seven Hundred Twenty Thousand and 00/100 Dollars
($720,000.00) ("Note"); and
WHEREAS, Secured Party wishes to receive a security interest in the
Collateral to secure payment of the Note.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated
herein by reference.
2. Grant of Security. Debtor hereby grants Secured Party a security
interest in all of Debtors right, title and interest in and to the
Collateral as described in Exhibit A attached hereto, whether now
owned or hereafter acquired, or in which Debtor now has or hereafter
acquires rights, and wherever located and all proceeds, as such term
is defined in Section 9-306(1) of the UCC, of any and all of the
foregoing, including, without limitation, (i) any and all proceeds of
any insurance, indemnity, warranty or guaranty payable to the Debtor
from time to time with respect to any of the Collateral; (ii) any and
all payments, in any form whatsoever, made or due and payable to the
Debtor 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);
and (iii) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.
3. Covenants. Debtor and Mega Media covenant and agree that, until
payment in full of the indebtedness evidenced by the Note, they will:
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(a) not sell, assign or otherwise dispose of the Collateral
except in the ordinary course of business;
(b) do or cause to be done all things necessary to preserve and
keep in full force and effect their corporate existence and
all rights and privileges necessary for the proper conduct
of its business, and comply with all requirements of all
applicable laws and all rules, regulations and orders of all
regulatory agencies and authorities having jurisdiction over
them;
(c) strictly perform and observe all agreements, warranties,
covenants and conditions of this Security Agreement;
(d) not further encumber the Collateral without the express
written consent of the Secured Party;
(e) keep the Collateral fully insured, where applicable;
(f) not do anything to impair the value of the Collateral; and
(g) pay all taxes, where applicable, with respect to the
Collateral when due.
4. Inspection of Records. Debtor shall permit Secured Party and its
agents to inspect, examine, and make extracts or copies of Debtor's
financial records at all reasonable times with prior reasonable
advance notice. Debtor shall furnish to Secured Party and its agents
any additional information Secured Party may reasonably request.
Debtor shall cooperate with Secured Party and its agents and honor all
reasonable requests of Secured Party and its agents in effecting the
inspection described above.
5. Cooperation. Debtor shall, at its expense, execute all documents and
do all such other acts as Secured Party may reasonably request in
order to perfect Secured Party's security interest hereunder. Debtor
shall be responsible for payment of the filing fees for UCC-1
financing statements. Secured Party shall file a Form UCC-3
termination statement upon full payment of the Note.
6. Representations and Warranties. Debtor represents and warrants that
(i) the execution, delivery and performance of the Note and this
Security Agreement have been duly authorized by all necessary
corporate actions of Debtor; (ii)Debtor is the sole owner of the
Collateral; (iii)Debtor has full power and authority to execute this
Agreement; (iv) the collateral is free and clear from any lien,
encumbrance or security interest of any kind except for the security
interest granted or permitted hereunder or as otherwise disclosed to
Secured Party by Debtor; (v) it Debtor shall not transfer or otherwise
dispose of the Collateral except in the ordinary course of Debtor's
business; and (vi) it Debtor shall not do anything to impair the value
of the Collateral or the security interest granted hereunder.
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7. Events of Default. The term "Event of Default" as used herein shall
mean the occurrence and continuation of any one or more of the
following events:
(a) A default which entitles the Secured Party to accelerate all or
any portion of the principal and interest payments due under the
terms of the Note;
(b) Failure of Debtor to promptly and faithfully pay, observe and
perform when due any of the obligations set forth in this
Agreement, which failure continues for ten (10) days after
receipt of written notice thereof from Secured Party;
(c) If Debtor shall:
(i). file a petition in bankruptcy or a petition to take
advantage of any insolvency act;
(ii).make an assignment of any of the Collateral for the benefit
of its creditors;
(iii). consent to the appointment of a receiver for itself or for
the whole or substantially all of the Collateral;
(iv).be adjudicated a bankrupt pursuant to a petition in
bankruptcy filed against it;
(v). file a petition or answer seeking reorganization or
arrangement or other aid or relief under any bankruptcy or
insolvency laws or any other law for the relief of debtors;
or
(vi).shall have a final judgment entered, or upheld upon any
appeal, against Debtor in excess of $25,000.00 which
judgment remains unsatisfied for more than thirty (30) days
after final adjudication.
(d) If a court of competent jurisdiction shall enter an order,
judgment or decree appointing, without the consent of Debtor, a
receiver for Debtor or a substantial part of the Collateral, or
approving a petition filed against Debtor seeking reorganization
or arrangement of Debtor under any bankruptcy or insolvency laws
or any other law for the relief of Debtor, and such order,
judgment or decree shall not be vacated or set aside or stayed
within sixty (60) days following the date of entry thereof; or
(e) If under the provisions of any law for the relief of debtors, any
court of competent jurisdiction shall assume custody or control
of Debtor or of the whole or a substantial part of the Collateral
without the consent of Debtor, and any such custody or control
shall not be terminated or stayed within sixty (60) days
following the date of assumption or such custody or control.
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8. Remedies. Upon an Event of Default, Secured Party may declare any
outstanding indebtedness under the Note to be immediately due and payable.
Secured Party may take immediate possession of the Collateral, and Debtor
and Mega Media hereby grants Secured Party an irrevocable license to enter
upon the premises of Debtor or Mega Media to take possession of any of the
Collateral. Additionally, Secured Party shall have available to it all
other rights and remedies at law, including the Uniform Commercial Code as
adopted in the State of Florida, or in equity.
9. Waivers. Debtor expressly (i) waives notice of default; (ii) consents that
the time for all payments under the Note may be extended by Secured Party
and further consent that the Collateral or any part thereof may be released
by Secured Party without in any way modifying, altering, releasing,
affecting or limiting the liability of Debtor or any guarantor.
10. Attorneys' Fees. Debtor hereby agrees to pay all costs of Secured Party in
enforcing Secured Party's rights hereunder, including without limitation,
all reasonable attorneys' fees, costs and costs of appeal, and hourly fees
of legal assistants working under the supervision of an attorney.
11. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of the
State of Florida.
(b) This Agreement contains the entire agreement and understanding between
the parties and no modification hereof shall be valid unless in
writing and signed by the parties.
(INTENTIONALLY BLANK)
(c) This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, successors and assigns.
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IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be
executed as of the day and year first above written.
SECURED PARTY:
CITY-GUIDE ISP, INC.
a Florida corporation
By:
Print Name: DAVID MARSHLACK
Its: PRESIDENT
DEBTOR:
TITAN HOSTING, INC.,
a Delaware corporation
By:
Print Name:STEPHEN H. NOBLE, III
A/K/A STEVE NOBLE AND
STEVEN NOBLE
Its: VICE PRESIDENT
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