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Exhibit 10.3
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|
DEBTOR NAME AND ADDRESS
SECURED PARTY NAME AND ADDRESS
|
|
|
| FFD FINANCIAL CORPORATION
THE HOME LOAN SAVINGS BANK
|
| 321 NORTH WOOSTER AVENUE
413 MAIN ST.
|
| DOVER, OH 44622
COSHOCTON, OH 43812-1547
|
|
|
|
|
| Type: [ ] individual [ ] partnership [X] corporation [ ]
__________
|
| State of organization/registration (if applicable) OH
|
| [ ] If checked, refer to addendum for additional Debtors and
signatures.
|
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COMMERCIAL SECURITY AGREEMENT
The date of this Commercial Security Agreement (Agreement) is
10-29-2008.
SECURED DEBTS. This Agreement will secure all sums advanced by
Secured Party
under the
terms of this Agreement and the payment and performance of the
following
described Secured Debts that (check one) [X] Debtor
[ ]
___________________________________ (Borrower) owes to Secured
Party:
[X]
Specific Debts. The following debts and all extensions,
renewals,
refinancing, modifications, and replacements (describe):
A PROMISSORY NOTE DATED 10/29/08 IN THE AMOUNT OF $1,000,000.00 FOR
FFD
FINANCIAL CORPORATION, SIGNED BY TRENT B. TROYER, PRESIDENT &
CEO AND
ROBERT R. GERBER, SR. VICE PRESIDENT & CFO, WHICH MATURES ON
DEMAND,
LN#01-85-615048.
[ ] All
Debts. All present and future debts, even if this Agreement is
not referenced, the debts are also secured by other collateral, or
the
future debt is unrelated to or of a different type than the
current
debt. Nothing in this Agreement is a commitment to make future
loans or
advances.
SECURITY INTEREST. To secure the payment and performance of the
Secured Debts,
Debtor
gives Secured Party a security interest in all of the Property
described
in this Agreement that Debtor owns or has sufficient rights in
which to
transfer an interest, now or in the future, wherever the
Property
is or will
be located, and all proceeds and products of the Property.
"Property"
includes all parts, accessories, repairs, replacements,
improvements, and accessions to the Property; any original evidence
of
title or ownership; and all
obligations that support the payment or
performance of the Property. "Proceeds" includes anything acquired
upon the
sale,
lease, license, exchange, or other disposition of the Property;
any
rights and
claims arising from the Property; and any collections and
distributions on account of the Property. This Agreement remains in
effect
until
terminated in writing, even if the Secured Debts are paid and
Secured
Party is
no longer obligated to advance funds to Debtor or Borrower.
PROPERTY DESCRIPTION. The Property is described as follows:
[ ]
Accounts and Other Rights to Payment: All rights to payment,
whether
or not earned by performance, including, but not limited to,
payment
for property or services sold, leased, rented, licensed, or
assigned.
This includes any rights and interests (including all liens)
which
Debtor may have by law or agreement against any account debtor
or
obligor of Debtor.
[ ]
Inventory: All inventory held for ultimate sale or lease, or
which
has been or will be supplied under contracts of service, or which
are
raw materials, work in process, or materials used or consumed
in
Debtor's business.
[ ]
Equipment: All equipment including, but not limited to,
machinery,
vehicles, furniture, fixtures, manufacturing equipment, farm
machinery
and equipment, shop equipment, office and record keeping
equipment,
parts, and tools. The Property includes any equipment described in
a
list or schedule Debtor gives to Secured Party, but such a list is
not
necessary to create a valid security interest in all of
Debtor's
equipment.
[ ]
Instruments and Chattel Paper: All instruments, including
negotiable
instruments and promissory notes and any other writings or records
that
evidence the right to payment of a monetary obligation, and
tangible
and electronic chattel paper.
[ ]
General Intangibles: All general intangibles including, but not
limited to, tax refunds, patents and applications for patents,
copyrights, trademarks, trade secrets, goodwill, trade names,
customer
lists, permits and franchises, payment intangibles, computer
programs
and
all supporting information provided in connection with a
transaction relating to computer programs, and the right to use
Debtor's name.
[ ]
Documents: All documents of title including, but not limited
to,
bills of lading, dock warrants and receipts, and warehouse
receipts.
[ ] Farm
Products and Supplies: All farm products including, but not
limited to, all poultry and livestock and their young, along with
their
produce, products, and replacements; all crops, annual or
perennial,
and all products of the crops; and all feed, seed, fertilizer,
medicines, and other supplies used or produced in Debtor's
farming
operations.
[ ]
Government Payments and Programs: All payments, accounts,
general
intangibles, and benefits including, but not limited to, payments
in
kind, deficiency payments, letters of entitlement, warehouse
receipts,
storage payments, emergency assistance and diversion payments,
production flexibility contracts, and conservation reserve
payments
under any preexisting, current, or future federal or state
government
program.
[X]
Investment Property: All investment property including, but not
limited
to, certificated securities, uncertificated securities,
securities
entitlements, securities accounts, commodity contracts,
commodity
accounts, and financial assets.
[ ]
Deposit Accounts: All deposit accounts including, but not limited
to,
demand, time, savings, passbook, and similar accounts.
[X]
Specific Property Description: The Property includes, but is
not
limited by, the following (if required, provide real estate
description):
10 SHARES OF FIRST FEDERAL COMMUNITY BANK STOCK
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USE OF PROPERTY. The
Property will be used for [ ] personal [X] business [ ]
agricultural [ ] _________________purposes.
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| SIGNATURES. Debtor agrees to the terms on pages 1 and 2 of this
Agreement and acknowledges receipt of a copy of this Agreement.
|
|
|
|
DEBTOR
SECURED PARTY
|
| FFD FINANCIAL CORPORATION
THE HOME LOAN SAVINGS BANK
|
|
|
| /s/ Trent B. Troyer
/s/ Thomas R. Conidi
|
| ------------------------------------
---------------------------------
|
| TRENT B. TROYER
Thomas R. Conidi
|
| PRESIDENT & CEO
EXECUTIVE VICE-PRESIDENT
|
|
|
| /s/ Robert R. Gerber
|
| ------------------------------------
|
| ROBERT R. GERBER
|
| SR. VICE PRESIDENT & CEO
|
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(page 1 of 2)
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GENERAL PROVISIONS. Each Debtor's obligations under this Agreement
are
independent of the obligations of any other Debtor. Secured Party
may sue each
Debtor individually or together with any other Debtor. Secured
Party may
release any part of the Property and Debtor will remain obligated
under this
Agreement. The duties and benefits of this Agreement will bind the
successors
and assigns of Debtor and Secured Party. No modification of this
Agreement is
effective unless made in writing and signed by Debtor and Secured
Party.
Whenever used, the plural includes the singular and the singular
includes the
plural. Time is of the essence.
APPLICABLE LAW. This Agreement is governed by the laws of the state
in which
Secured Party is located. In the event of a dispute, the exclusive
forum,
venue, and place of jurisdiction will be the state in which Secured
Party is
located, unless otherwise required by law. If any provision of this
Agreement
is unenforceable by law, the unenforceable provision will be
severed and the
remaining provisions will still be enforceable.
NAME AND LOCATION. Debtor's name indicated on page 1 is Debtor's
exact legal
name. If Debtor is an individual, Debtor's address is Debtor's
principal
residence. If Debtor is not an individual, Debtor's address is the
location of
Deb
