Assignment of Deposit Account Agreement between American Consumers, Inc. and Northwest Georgia Bank

Summary

American Consumers, Inc. (Shop Rite Supermarkets) assigns its rights in a $100,000 deposit account at Northwest Georgia Bank to the bank as collateral for a loan of $494,962. If American Consumers defaults on the loan, the bank can use the funds in the deposit account to cover the debt. The agreement remains in effect until the bank releases its security interest in writing. The bank may assign its rights under this agreement without notice, while American Consumers needs written consent to do so.

EX-10.3 4 d25449_ex10-3.txt ASSIGNMENT OF DEPOSIT ACCOUNT ASSIGNMENT OF DEPOSIT ACCOUNT LENDER Northwest Georgia Bank POST OFFICE BOX 5377 FP OGLETHORPE, GA 30742 ###-###-#### BORROWER American Consumers, Inc. Shop Rite Supermarkets 418 Alamar Street Ft Oglethorpe, GA 30742 ###-###-#### ID No. 58-1033765 OWNER American Consumers, Inc. Shop Rite Supermarkets 418 Alamar Street Ft Oglethorpe, GA 30742 ###-###-#### ID No. 58-1033765 For good and valuable consideration, Owner assigns to Lender and grants a security interest in all right, title and interest of Owner in the following Deposit Account(s) and all principal, interest and renewals, substitutions, and other proceeds therefrom (collectively "Collateral"). Account No. xx-xxxxxx-xx in the amount of $100, 000.00 on deposit with Northwest Georgia, Bank Account No.___________________________________in the amount of $ ____________________________________ on deposit with . ______________________________________. 1. SECURED OBLIGATIONS. The security interest granted secures [ ] the payment and performance of any and all liabilities, obligations, agreements and undertakings of Borrower (or any one or more of them) and Owner (or anyone or more of them) to Lender, in any amount, whether now existing or hereafter arising including those owed by Borrower or Owner to others and acquired by Lender through purchase, assignment or otherwise), however create, evidenced or arising, whether individually or jointly with others, and whether absolute or contingent, direct or indirect, as maker, endorser, guarantor, surety or otherwise, liquidated or unliquidated, matured or unmatured, whether or not secured by other collateral, and including, without limitation (a) all obligations to perform or forebear from performing any acts, and (b) all overdrafts deposits or accounts maintained by Borrower or Owner-with Lender, and (c) the liabilities obligations, agreements and undertakings of Borrower or Owner to Lender pursuant to any application or other agreement requesting Lender to issue any teller of credit including, without limitation, the obligation of Borrower or Owner to reimburse Lender for all amounts funded by Lender pursuant to any such letter of credit, and (d) all costs and fees for filing and recording documentation, all costs incurred in the collection or enforcement of this Agreement, including attorneys' fees and legal expenses, including all appeals, whether or not a lawsuit is instituted and whether or not such collection or enforcement occurs before or after any bankruptcy proceeding is filed by or against any Borrower or Owner (all of which are collectively referred to as the "Obligations"); [X] the payment and performance of the liabilities, obligations, agreements, and undertakings of Borrower and Owner to Lender evidenced by this security agreement and the promissory note of Borrower dated February 23, 2001 in the amount of $494,962.00 identified under loan number (or account number) x-xx-xxxxxx-xx, and any extensions, renewals, amendments, substitutions, or replacements thereof (collectively referred to as the "Obligations"). 2. DELIVERY AND TERMINATION. Owner shall deliver any original savings passbook or other evidence of accounts necessary to control the Deposit Account(s), which serve as collateral to Lender upon the execution of this Assignment. This Assignment shall continue until Lender specifically terminates its security interest in the Collateral in a writing signed by Lender. 3. RIGHTS OF LENDER. Upon a default by Borrower or Owner under any promissory notes and agreements evidencing the Obligations, Lender may withdraw all or a portion of the monies in the Deposit Account(s) and apply the proceeds thereof to pay the Obligations. Lender shall notify and, upon the request of Lender, Owner shall notify, the holder of the Collateral to pay Lender any monies owed to Owner under the Collateral. Owner shall diligently collect the monies owed to Owner under the Collateral until the giving of such notification. In the event that Owner possesses or receives possession of any instruments or other remittances with respect to the Collateral following such notification, Owner shall hold such instruments and other remittances in trust for Lender apart from Owner's other property, endorse the instruments and other remittances to Lender, and immediately provide Lender with possession of the instruments and other remittances. Lender shall be entitled, but not required, to collect (by legal proceedings or otherwise), extend the time for payment, compromise, exchange or release any obligor or collateral, or otherwise settle any of the amounts payable under the Deposit Account(s) whether or not a default exists under the promissory notes and agreements evidencing the Obligations. Lender shall not be liable to Owner for any action, error, mistake, omission or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. 4. AUTHORIZATION OF LENDER. Owner hereby appoints Lender as its agent and attorney-in-fact and authorizes lender to endorse Owner's name on all Instruments and other remittances payable to Owner with respect to the Collateral. This power of attorney is coupled with an interest and is irrevocable. 5. ASSIGNMENT. Lender shall be entitled to assign some or all of its rights and remedies described in this Assignment without notice to or the prior consent of Owner. Owner shall not be entitled to assign any of its rights or Obligations described in this Assignment or Owner's rights in the Collateral without the written consent of Lender which may be withheld by Lender in its sole discretion. 6. MODIFICATION OR WAIVER. The modification or waiver of any of Owner's Obligations or Lender's rights under this Assignment must be contained in a writing signed by Lender. A waiver on one occasion shall not constitute a waiver on any other occasion. Owner's Obligations under this Assignment shall not be affected if Lender amends, compromises, exchanges, fails to exercise, impairs or releases any Collateral or any of the Obligations belonging to any Borrower, guarantor, Owner or third party or any of its rights against any Borrower, guarantor, Owner, third party, Collateral, or any other property securing the Obligations. 7. SUCCESSORS AND ASSIGNS. This Assignment shall be binding upon and inure to the benefit of Owner and Lender and their respective successors, assigns, trustees, receivers, administrators, personal representatives, heirs legatees, and devisees. 8. NOTICE. Any notice or other communication to be provided under this Assignment shall be in writing and mailed to the parties at the addresses described in this Assignment or such other address as the parties may designate in writing from time to time. 9. SEVERABILITY. It any provision of this Assignment violates the law or is unenforceable, the rest of the Assignment shall remain valid.