1
Exhibit 10.15
SECURITY AGREEMENT
THE XXXXX-X'XXXX COMPANY, X'XXXX - XXXX & XXXXXXXXXX ARMORING COMPANY,
XXXXX HOLDINGS, INC. AND XXXXX ASSOCIATES, INC. (collectively, the "DEBTOR"),
for valuable consideration, receipt of which hereby is acknowledged, hereby
collaterally transfers, assigns and pledges to KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Collateral Agent (together with its successors
and assigns the "COLLATERAL AGENT"), for the ratable benefit of the Secured
Parties, under the Collateral Agency and Intercreditor Agreement, dated as of
the date hereof, among the Collateral Agent, KEYBANK NATIONAL ASSOCIATION, a
national banking association, in its individual capacity (together with its
successors and assigns, the "BANK") and the holders of the Senior Notes due May
30, 2003 of the Borrower, as the same may be amended and modified from time to
time, a security interest in the following property (the "COLLATERAL"), whether
the Borrower's interest therein be as owner, co-owner, lessee, consignee,
secured party or otherwise, and whether the same be now owned or existing or
hereafter arising or acquired:
1. All of Debtor's accounts ("ACCOUNTS"), which term includes Debtor's
accounts, receivables, health care insurance receivables, contract
rights, chattel paper, instruments, notes, drafts, acceptances,
winnings in a lottery or other game of chance operated, sponsored, or
authorized by a state or other governmental subdivision, and other
forms of accounts;
2. Except for inventory located on the premises of Debtor which has been
purchased with unliquidated government-funded progress payments and is
therefore owned by any governmental entity, all of Debtor's inventory
("INVENTORY"), which term includes all goods, merchandise and other
personal property, which are held for sale or lease or are furnished or
to be furnished under a contract of service and/or raw materials,
parts, finished goods, work in process and materials used or consumed
or to be used or consumed in Debtor's business or in the processing,
packaging, shipping or advertising thereof;
3. All of Debtor's equipment and fixtures ("EQUIPMENT"), which term
includes all of Debtor's machinery, parts, tools, fixtures, furniture,
and accessories, together with all attachments, additions and
accessions thereto, and added and substituted parts, equipment and
repairs now or hereafter placed upon such property, whether because of
necessary repairs or otherwise;
4. All of Debtor's intellectual property, contract rights and other
general intangibles ("GENERAL INTANGIBLES"), including but not limited
to (i) all contracts, (ii) all judgments, patents, trademarks, trade or
business names, service marks, logos, copyrights, trade secrets, plans,
blueprints, licenses, permits, tax or other refunds, software,
programs, inventions, business or technical data, processes, mailing
and customer lists, books and records, and goodwill, (iii) payment
intangibles, (iv) all rights, applications, continuations, renewals,
substitutions, improvements, modifications and extensions in any manner
related thereto, and (v) all proceeds and products thereof, including
but not limited to all license royalties, payments made under insurance
policies, and proceeds of infringement suits and any other suits;
2
5. All moneys, credits and other property of any nature whatsoever of
Debtor now or hereafter in the possession of, in transit to or from,
under the custody or control of, or on deposit with (whether held by
Debtor individually or jointly with another) Collateral Agent or any
affiliate of Collateral Agent, including but not limited to cash
collateral accounts; and
6. The proceeds (including insurance proceeds) and products of the
foregoing in whatever form the same may be,
for the purpose of securing the payment to Collateral Agent, for the benefit of
Secured Parties, of all of the Obligations as such term is defined in the
Collateral Agency and Intercreditor Agreement.
Capitalized terms used herein and not otherwise defined in this
Security Agreement will have the meanings given those terms in the Collateral
Agency and Intercreditor Agreement. No change or amendment to any defined term
contained in the Collateral Agency and Intercreditor Agreement used in this
Security Agreement as a defined term shall be effective without the prior
written consent of Debtor.
Debtor further warrants to and agrees with Collateral Agent, for the
benefit of Secured Parties, as follows:
1. PRESERVATION OF COLLATERAL. Debtor will keep the Collateral in good
order and repair at all times, will use same with reasonable care and
caution, will not, except in the ordinary course of business, part with
possession or ownership thereof nor lease or hire out the Collateral
without the written consent of Collateral Agent, and will exhibit the
Collateral to Collateral Agent or any Secured Party upon reasonably
demand during normal business hours. Debtor will promptly notify
Collateral Agent of any loss or damage to the Collateral. Debtor will
not use, or permit the Collateral to be used, in violation of any
federal, state, county or municipal law or regulation or for any
unlawful purpose whatsoever.
2. INSURANCE. Debtor will keep its insurable real and personal property
insured with responsible insurance companies against loss or damage by
fire, windstorm and other hazards which are commonly insured against in
an extended coverage endorsement in an amount equal to not less than
80% of the insurable value thereof on a replacement cost basis and also
maintain public liability insurance in a reasonable amount. In
addition, Debtor will maintain extended liability insurance covering
its operations of at least $1,000,000 and in a form and with companies
reasonably satisfactory to Collateral Agent. Notwithstanding the
foregoing, such property insurance will at all times be in an amount so
that Debtor will not be deemed a "co-insurer" under any co-insurance
provisions of such policies. All such insurance policies will name
Collateral Agent as an additional insured and, where applicable, as
lender's loss payee under a loss payable endorsement satisfactory to
Collateral Agent. All such policies will be in form and substance
satisfactory to Collateral Agent and will provide that ten (10) days'
prior written notice must be given to Collateral Agent before such
policy is altered or cancelled. Schedules of all insurance of Debtor
will be submitted to Collateral Agent upon request. Such schedules will
contain a description of the risks covered, the amounts of insurance
carried
-2-
3
on each risk, the name of the insurer and the cost of such insurance to
Debtor. Debtor will supplement such schedules from time to time
promptly to reflect any change in insurance coverage. Debtor will
deliver to Collateral Agent certificates representing such insurance
policies upon the execution hereof. All amounts payable in settlement
of insurance losses may be applied, at Collateral Agent's option, to
the Obligations, or used to repair, replace or restore the Collateral.
To the extent of any conflict between the provisions of this Section
and the provisions of the Credit Documents regarding insurance, the
provisions of this Section will govern to the extent of the conflict.
3. PAYMENT OF EXPENSES BY COLLATERAL AGENT. At its option and upon
Debtor's failure to fulfill its obligations respecting the same,
Collateral Agent may discharge taxes, liens, security interests or such
other encumbrances as may attach to the Collateral, may pay for
required insurance on the Collateral and may pay for the maintenance
and preservation of the Collateral, as determined by Collateral Agent
to be necessary, and such expenditures will become a part of the
Obligations. Debtor will reimburse Collateral Agent on demand for any
payment so made or any expense incurred by Collateral Agent pursuant to
the foregoing authorization, and the Collateral also will secure any
advances or payments so made or expenses so incurred by Collateral
Agent.
4. INFORMATION. Debtor will furnish to Collateral Agent from time to time
(but not more than quarterly unless upon the occurrence of an Event of
Default) if and as requested current lists of the Collateral including
names and addresses of account debtors and agings of Accounts; will
continue to xxxx on the books of Debtor appropriate entries evidencing
the assignment of book accounts to Collateral Agent, for the benefit of
Secured Parties, and will xxxx chattel paper and non-negotiable
instruments to evidence the assignment thereof to Collateral Agent, for
the benefit of Secured Parties; and, if and when requested by
Collateral Agent from time to time, will furnish to it copies of all
purchase orders, inventory lists, xxxxxxxx, shipping orders,
correspondence and other instruments or writings in any way evidencing
or relating to the Collateral or the proceeds thereof. Collateral Agent
and its designated representatives and Collateral Agents will have the
right at all reasonable times during normal business hours to examine,
inspect, and audit the Collateral wherever located upon reasonable
notice to Debtor.
5. SALE OF INVENTORY. Debtor will have the right to process and sell the
Inventory in the regular course of its business at customary prices
(but in no event may Debtor transfer any Inventory in satisfaction of
any debt, except Debtor may return faulty, damaged or unused
Inventory).
6. COLLECTION OF ACCOUNTS; SET OFF. Upon the occurrence and during the
continuation of an Event of Default, Debtor will collect all of the
Accounts or any other receipts and whenever Debtor receives any payment
of any of the Accounts it will hold such payment in trust for
Collateral Agent and forthwith will deliver to Collateral Agent the
same in the form received by Debtor without commingling with any funds
belonging to Debtor, and promptly will deposit the same in a special
collateral account with Collateral Agent, for the benefit of Secured
Parties. Upon the occurrence and during the continuation of an Event of
Default, Debtor authorizes Collateral Agent and/or any Secured Party at
any time without notice to appropriate and apply any balances, credits,
deposits or accounts or money of Debtor (held individually or with
others) in its possession, custody or control
-3-
4
to the payment of the Obligations, all of which may at all times be
held and treated as additional Collateral.
7. NOTIFICATION OF ACCOUNT DEBTORS. Collateral Agent, at any time after
the occurrence of an Event of Default, and without notice to Debtor,
may notify any persons who are indebted to Debtor with respect to any
Accounts or General Intangibles of the assignment thereof to Collateral
Agent and may direct such account debtors to make payment directly to
Collateral Agent of the amounts due. At the request of Collateral Agent
after the occurrence of an Event of Default, Debtor will direct any
persons who are indebted to Debtor with respect to any Accounts or
General Intangibles to make payment directly to Collateral Agent.
Collateral Agent is authorized to give receipts to such account debtors
for any such payments and the account debtors will be protected in
making such payments to Collateral Agent.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants
and covenants to Collateral Agent and Secured Parties that, except for
any Permitted Liens, as such term is defined in any of the documents
executed in connection with the Obligations: (a) Debtor has not made
any prior sale, pledge, encumbrance, assignment or other disposition of
any of the Collateral and the same is free from all encumbrances and
rights of set off of any kind; (b) except as herein provided, Debtor
will not hereafter without the prior written consent of Collateral
Agent sell, pledge, encumber, assign or otherwise dispose of any of the
Collateral or permit any right of set off, lien or security interest to
exist thereon except to Collateral Agent or any Secured Party; (c)
Debtor will defend the Collateral against all claims and demands of all
persons at any time claiming the same or any interest therein; (d)
Debtor will deliver to Collateral Agent, for the benefit of Secured
Parties, any negotiable instruments or chattel paper evidencing the
Accounts; (e) each General Intangible is genuine and enforceable in
accordance with its terms and Debtor will defend the same against all
claims, demands, set offs and counterclaims at any time asserted; and
(f) at the time any Accounts becomes subject to this Security
Agreement, such Account will be a good and valid account representing a
bona fide sale of goods or services by Debtor and such goods will have
been shipped to the respective account debtors or the services will
have been performed for the respective account debtors, and no Account
will be subject to any claim for credit, allowance or adjustment by any
account debtor or any set off, defense or counterclaim.
9. PLACE OF BUSINESS. Debtor (a) now keeps and will continue to keep the
Collateral at its places of business, which are set forth on the
disclosure schedules prepared by Debtor and delivered to each of the
Secured Parties in connection with execution and delivery of this
Security Agreement (the "Disclosure Schedule"); and Debtor now keeps
and will continue to keep its books and records concerning the
Collateral at its principal place of business shown above and (b)
represents that it has no other place of business other than those
locations set forth on the Disclosure Schedule.
In the five years preceding the date hereof, Debtor has not conducted
business under any name other than its current name nor maintained any
place of business or any assets in any jurisdiction other than those
locations set forth on the Disclosure Schedule.
-4-
5
10. FINANCING STATEMENTS; DOCUMENTS. At the request of Collateral Agent,
Debtor will join with Collateral Agent in executing one or more
financing statements pursuant to the Uniform Commercial Code in form
satisfactory to Collateral Agent and will pay the cost of filing
financing, continuation and termination statements in all public
offices where filing is deemed necessary or desirable by Collateral
Agent. Debtor will execute and deliver to Collateral Agent from time to
time such supplemental assignments or other instruments as Collateral
Agent may require for the purpose of confirming Collateral Agent's
interest in the Collateral. Debtor hereby authorizes Collateral Agent
to execute and file on behalf of Debtor all financing statements and
documents deemed necessary or appropriate to perfect Collateral Agent's
interest in the Collateral.
11. DEBTOR'S CONSENT. Upon the occurrence and during the continuation of an
Event of Default, Debtor consents, with respect to the Accounts or any
General Intangibles, to all extensions or postponements of time of
payment thereof or any other indulgences in connection therewith, to
the acceptance of partial payments thereon and to the settlement,
compromise and adjustment thereof, all in such manner and at such time
or times as Collateral Agent deems advisable.
12. DEFAULT.
12.1 Upon the occurrence and during the continuation of (herein
referred to as an "Event of Default"): (i) any Event of
Default, (ii) or any default under any of such documents that
do not have a defined set of "Events of Default," Collateral
Agent may exercise any one or more of the rights and remedies
granted pursuant to this Security Agreement or given to a
secured party under applicable law, as it may be amended from
time to time, including but not limited to the right to take
possession and sell, lease or otherwise dispose of the
Collateral and, at its option, operate, use or exercise any
rights of ownership pertaining to the Collateral as the
Collateral Agent, for the benefit of Secured Parties, deems
necessary to preserve the value and receive the benefits of
the Collateral. Upon the occurrence and during the
continuation of an Event of Default, Collateral Agent may, so
far as Debtor can give authority therefore, enter upon any
premises on which the Collateral or any part thereof may be
situated and take possession of and remove the same therefrom.
Collateral Agent may require Debtor to make the Collateral
available to Collateral Agent at a place to be designated by
Collateral Agent that is reasonably convenient to both
parties. Debtor waives all claims for damages by reason of any
seizure, repossession, retention, use, or sale of the
Collateral under the terms of this Security Agreement.
12.2 The net proceeds arising from the disposition of the
Collateral after deducting expenses incurred by Collateral
Agent will be applied to the Obligations in the order
determined by Collateral Agent. If any excess remains after
the discharge of all of the Obligations, the same will be paid
to Debtor. If after exhausting all of the Collateral, there
should be a deficiency, Debtor will be liable therefor to
Collateral Agent and Secured Parties, provided, however, that
nothing contained herein will obligate Collateral Agent to
proceed against the Collateral prior to making a claim against
Debtor or any other party obligated under the Obligations or
prior to proceeding against any other collateral for the
Obligations.
-5-
6
12.3 Whenever notice is required by law to be sent by Collateral
Agent to Debtor of any sale, lease or other disposition of the
Collateral, five days' written notice sent to Debtor's address
set forth below will be reasonable.
13. RIGHTS OF COLLATERAL AGENT; POWER OF ATTORNEY. Debtor hereby
irrevocably constitutes and appoints Collateral Agent and any officer
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place
and stead of Debtor or in its name, from time to time in Collateral
Agent's discretion, for the purpose of carrying out the terms of this
Security Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Security Agreement and,
without limiting the generality of the foregoing, Debtor hereby gives
Collateral Agent the power and right, on behalf of Debtor, after the
occurrence and during the continuation of an Event of Default, and
without notice to or assent by Debtor, to do the following:
13.1 to receive payment of, endorse, and receipt for, any and all
monies, claims and other amounts due and to become due at any
time in respect of or arising out of the Collateral;
13.2 to commence and prosecute any suits, actions or proceeding at
law or in equity in any court of competent jurisdiction to
collect any of the Collateral and to enforce any other right
in respect of the Collateral;
13.3 to settle, compromise or adjust any suit, action or proceeding
described above, and, in connection therewith, to give such
discharges or releases as Collateral Agent may deem
appropriate; and
13.4 generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as
fully and completely as though Collateral Agent were the
absolute owner thereof for all purposes, and to do, at
Collateral Agent's option, at any time, or from time to time,
all acts and things which Collateral Agent deems necessary to
protect or preserve the Collateral and Collateral Agent's
security interest and rights therein in order to effect the
intent of this Security Agreement, all as fully and
effectively as Debtor might do.
13.5 Debtor hereby ratifies all that such attorneys will lawfully
do or cause to be done by virtue hereof. This power of
attorney is a power coupled with an interest, will be
irrevocable and will terminate only upon payment in full of
the Obligations and the termination of this Security
Agreement. The powers conferred upon Collateral Agent
hereunder are solely to protect Collateral Agent's interests
in the Collateral and will not impose any duty upon it to
exercise any such powers. Collateral Agent will have no
obligation to preserve any rights of any third parties in the
Collateral. Collateral Agent will be accountable only for
amounts that it actually receives as a result of the exercise
of such powers, and neither it nor any of its officers,
directors, employees or Collateral Agents will be responsible
to Debtor for any action taken or omitted to be taken in good
faith or in reliance on the advice of counsel except for its
own gross negligence or willful misconduct.
-6-
7
14. GENERAL.
-------
14.1 WAIVER. No delay or omission on the part of Collateral Agent
or any Secured Party to exercise any right or power arising
from any Event of Default will impair any such right or power
or be considered a waiver of any such right or power or a
waiver of any such Event of Default or in an acquiescence
therein nor will the action or non-action of Collateral Agent
or any Secured Party in case of such Event of Default impair
any right or power arising as a result thereof or affect any
subsequent default or any other default of the same or a
different nature.
14.2 NOTICES. All notices, demands, requests, consents or approvals
required hereunder will be in writing and will be conclusively
deemed to have been received by a party hereto and to be
effective on the day on which delivered personally to such
party or sent by telex, telecopy (followed by written
confirmation) or other telegraphic means, or by overnight
courier service, or by certified or registered mail, return
receipt requested, postage prepaid, addressed to such party at
the address set forth below or to such other address as any
party may give to the other in writing for such purpose:
To Collateral Agent: KeyBank National Association
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Fender
Telecopier No.: 000-000-0000
To Debtor: c/o The Xxxxx-X'Xxxx Company
0000 XxXxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: General Counsel
Telecopier No.: 000-000-0000
And: The Xxxxx-X'Xxxx Company
000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Financial Officer
Telecopier: 000-000-0000
All such communications, if personally delivered, will be
conclusively deemed to have been received by a party hereto
and to be effective when so delivered, or if sent by telex,
telecopy or telegraphic means, on the day on which
transmitted, or if sent by overnight courier service, on the
day after deposit thereof with such service, or if sent by
certified or registered mail, on the third business day after
the day on which deposited in the mail.
14.3 SUCCESSORS AND ASSIGNS. This Security Agreement will be
binding upon and inure to the benefit of Debtor and Collateral
Agent, for the benefit of Secured Parties, and their
respective successors and assigns; provided, however, that
-7-
8
Debtor may not assign this Security Agreement in whole or in
part without the prior written consent of Collateral Agent,
for the benefit of Secured Parties, and Collateral Agent at
any time may assign this Security Agreement in whole or in
part. All references herein to the "Debtor" and "Collateral
Agent" will be deemed to apply to Debtor and Collateral Agent
and their respective heirs, administrators, successors and
assigns.
14.4 MODIFICATIONS. No modification or waiver of any provision of
this Security Agreement nor consent to any departure by Debtor
therefrom, will be established by conduct, custom or course of
dealing; and no modification, waiver or consent will in any
event be effective unless the same is in writing and
specifically refers to this Security Agreement, and then such
waiver or consent will be effective only in the specific
instance and for the purpose for which given. No notice to or
demand on Debtor in any case will entitle Debtor to any other
or further notice or demand in the same, similar or other
circumstance.
14.5 SUBJECT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. Any
and all rights granted to the Collateral Agent under this
Security Agreement are to be held and exercised by the
Collateral Agent pursuant to the terms of the Collateral
Agency and Intercreditor Agreement. Any and all obligations
hereunder of the parties to this Security Agreement, and the
rights granted to the Collateral Agent hereunder, are created
and granted subject to the terms of the Collateral Agency and
Intercreditor Agreement.
14.6 DEFINITIONS. Debtor acknowledges and agrees that, with respect
to any term used herein that is defined in either (i) Article
9 of the Uniform Commercial Code as in force in the
jurisdiction in which this financing statement was signed by
Debtor at the time that it was signed, or (ii) Article 9 as in
force at any relevant time in the jurisdiction in which this
financing statement is filed, such term will be given the
meaning under the more encompassing of the two definitions
with respect to each item of property.
14.7 APPRAISAL. From time to time, but in any event no more often
than once each calendar year, Collateral Agent may require a
reappraisal of the market value of Equipment and/or Inventory
comprising Collateral, which appraisal will be paid for by
Debtor. Such appraisal will be in form and content
satisfactory to Collateral Agent and be performed by an
independent, certified appraiser selected by Collateral Agent.
14.8 JOINT AND SEVERAL OBLIGATIONS. If this Security Agreement is
executed by more than one person or entity as the "Debtor,"
the obligations of such persons or entities hereunder will be
joint and several. Unless otherwise specified herein, any
reference to "Debtor" will mean each such person or entity
executing this Security Agreement individually and all of such
persons or entities collectively.
14.9 ILLEGALITY. If fulfillment of any provision hereof or any
transaction related hereto or of any provision of this
Security Agreement, at the time performance of such provision
is due, involves transcending the limit of validity prescribed
by law,
-8-
9
then IPSO FACTO, the obligation to be fulfilled will be
reduced to the limit of such VALIDITY; and if any clause or
provisions herein contained other than the provisions hereof
pertaining to repayment of the Obligations operates or would
prospectively operate to invalidate this Security Agreement in
whole or in part, then such clause or provision only will be
void, as though not herein contained, and the remainder of
this Security Agreement will remain operative and in full
force and effect.
14.10 CONTINUING AGREEMENT. This is a continuing Security Agreement
and will continue in effect even though all or any part of the
Obligations have been paid in full and even though for a
period of time Debtor may not be indebted to Collateral Agent.
14.11 GENDER, ETC. Whenever used herein, the singular number will
include the plural, the plural the singular and the use of the
masculine, feminine or neuter gender will include all genders.
14.12 HEADINGS. The headings in this Security Agreement are for
convenience only and will not limit or otherwise affect any of
the terms hereof.
14.13 LIABILITY OF COLLATERAL AGENT AND SECURED PARTIES. Debtor
hereby agrees that neither Collateral Agent nor any Secured
Party will be chargeable for any negligence, mistake, act or
omission of any employee, accountant, examiner, Collateral
Agent or attorney employed by Collateral Agent or Secured
Party (except for their willful misconduct) in making
examinations, investigations or collections, or otherwise in
perfecting, maintaining, protecting or realizing upon any lien
or security interest or any other interest in the Collateral
or other security for the Obligations.
14.14 COLLATERAL AGENT RELATIONSHIP. Debtor acknowledges that the
relationship between the Collateral Agent and any Noteholder
with respect to any negligence, mistake, act or omission of
any employee, accountant, or examiner of Collateral Agent or
attorney employed by Collateral Agent (except for their
willful misconduct and gross negligence) in making
examinations, investigations or collections, or otherwise in
perfecting, maintaining, protecting or realizing upon any lien
or security interest or any other interest in the Collateral
or other security for the Obligations will be set forth in the
Collateral Agency and Intercreditor Agreement.
14.15 GOVERNING LAW AND JURISDICTION; NO JURY TRIAL. THIS SECURITY
AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.
14.16 DEBTOR HEREBY IRREVOCABLY AGREES AND SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
XXXXXXXX COUNTY, OHIO, OR, AT THE OPTION OF COLLATERAL AGENT
IN ITS SOLE DISCRETION, OF ANY STATE OR FEDERAL COURT(S)
LOCATED WITHIN ANY OTHER COUNTY, STATE OR JURISDICTION IN
WHICH COLLATERAL AGENT AT ANY TIME OR FROM TIME TO TIME
CHOOSES IN ITS SOLE DISCRETION TO BRING AN ACTION
-9-
10
OR OTHERWISE EXERCISE A RIGHT OR REMEDY, AND DEBTOR WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO
VENUE OF ANY SUCH ACTION OR PROCEEDING. DEBTOR HEREBY
IRREVOCABLY CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY
CERTIFIED MAIL DIRECTED TO DEBTOR AT ITS ADDRESS SET FORTH
HEREIN FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE
COMPLETED THE EARLIER OF DEBTOR'S ACTUAL RECEIPT THEREOF OR
FIVE (5) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN
U.S. MAILS, POSTAGE PREPAID. NOTHING CONTAINED HEREIN WILL
PREVENT COLLATERAL AGENT FROM SERVING PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
14.17 DEBTOR AND COLLATERAL AGENT EACH WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS SECURITY
AGREEMENT, ANY DOCUMENTS EVIDENCING ANY OF THE OBLIGATIONS, OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.
(REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLOWS)
11
Signed at Cincinnati, Ohio on March 30, 2001.
Debtor:
THE XXXXX-X'XXXX COMPANY
By: ____________________________________
Xxxxx X. Xxxxxx
Vice President
Date: March 30, 2001
X'XXXX-XXXX & XXXXXXXXXX
ARMORING COMPANY
By: ____________________________________
Xxxxx X. Xxxxxx
Vice President
Date: Xxxxx 00, 0000
XXXXX HOLDINGS, INC.
By: ____________________________________
Xxxxx X. Xxxxxx
Vice President
Date: Xxxxx 00, 0000
XXXXX ASSOCIATES, INC.
By: ____________________________________
Xxxxx X. Xxxxxx
Vice President
Date: March 30, 2001
Collateral Agent:
KEYBANK NATIONAL ASSOCIATION,
in its capacity as Collateral Agent
By: ____________________________________
Xxxxx X. Fender
Senior Vice President
-11-
