Exhibit 10.4
EXECUTION COPY
SECURITY
AGREEMENT
This Security Agreement (this
“Agreement”) is made and effective as of July 10,
2009 by and between Manitex International, Inc., a Michigan
corporation (“Debtor”), and Avis Industrial
Corporation, an Indiana corporation (“Secured
Party”).
WHEREAS , Debtor and Secured Party, as of the date
hereof, have entered into a stock purchase agreement (“Stock
Purchase Agreement”) in which Secured Party has sold all of
the outstanding shares of capital stock of Badger Equipment Company
(“Badger”) to Debtor for a purchase price which
includes, among other things, that certain promissory note in the
amount of $2,750,000.00, dated as of the date hereof, made by
Debtor in favor of Secured Party (the
“Note”).
WHEREAS , Debtor and Secured Party agree that the Note
is to be secured, pursuant to this Agreement, by all of the
outstanding shares of capital stock of Badger.
NOW, THEREFORE
, in consideration of the premises
and the mutual covenants contained herein, the parties hereby agree
as follows:
1. Creation of Security
Interest . For value received, Debtor hereby grants to Secured
Party a security interest in all of the outstanding shares of
capital stock of Badger, together with all rights related thereto
(the “Collateral”).
2. Obligation Secured . The
Collateral shall secure the performance and payment by Debtor of
the Note.
3. Delivery of
Collateral/Perfection of Security Interest . Debtor shall
promptly deliver and transfer stock certificates representing all
of the outstanding shares of capital stock to Secured Party on the
date hereof. Debtor shall perform all acts as Secured Party may
request so as to maintain a valid security interest for Secured
Party in all of the outstanding shares of capital stock of
Badger.
4. Protection of Collateral .
During the period of time in which the Note is unpaid to the
Secured Party, Debtor agrees no additional shares of capital stock
of Badger shall be issued.
5. Default . The occurrence
of any of the following events shall cause a default hereunder
(each of the following, a “Default”):
a. Failure by Debtor to honor or
perform any of the terms or conditions of this Agreement, which
failure shall continue for more than 30 days after notice from
Secured Party to Debtor.
b. Failure by Debtor to pay when
due, as detailed in the Note, any required payments of principal or
interest thereon, and such payments remain unpaid for more than 60
days from the due date.
c. The insolvency of Debtor, the
making by Debtor of a general assignment for the ben
