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EXHIBIT 10.69
SECURITY AGREEMENT
This Security Agreement ("Agreement") made as of February 2, 1998
by ACCUMED INTERNATIONAL, INC., a Delaware corporation ("Debtor"), with its
principal place of business at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000, in favor of XXXXXX X. XXXXXX, an individual ("Secured Party")
having an address at 0000 Xxxxxxxxx Xxxx #0000, Xxxxxxx, Xxxxxxx 00000.
RECITAL: Debtor has executed a certain Promissory Note of even
date herewith made payable to Secured Party (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Note"),
providing for the making of a $1,000,000 term loan to Debtor. It is a condition
precedent to the making of such loan that Debtor shall have granted the security
interest contemplated by this Agreement.
1. DEFINITIONS
1.1 General Definitions. When used herein, the
following terms shall have the following meanings:
(a) "Code" shall mean the Uniform Commercial Code as in
effect in the State of Illinois from time to time.
(b) "Collateral" has the meaning specified in Section 2.1.
(c) "Default" shall mean the occurrence or existence of
any "Event of Default" under (and as defined in) the Note.
(d) "Financing Agreements" shall mean the Note and all
other agreements, instruments and documents executed by or on
behalf of Debtor and delivered to Secured Party in connection
therewith, including, without limitation, this Agreement.
(e) "Liabilities" shall mean all liabilities, obligations
and indebtedness of any and every kind and nature that arise
under the Note, this Agreement or any other Financing Agreement,
whether heretofore, now or hereafter owing, arising, due or
payable from Debtor to Secured Party.
(f) "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, conditional sale agreement, deposit
arrangement, security interest,
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encumbrance, lien (statutory or otherwise), preference, priority
or other security agreement or preferential arrangement of any
kind or nature whatsoever in respect of any property of a Person,
whether granted voluntarily or imposed by law, and includes the
interest of a lessor under a capitalized lease or under any
financing lease having substantially the same economic effect as
any of the foregoing and the filing of any financing statement or
similar notice, under the Code or other comparable law of any
jurisdiction.
(g) "Person" shall mean any individual, sole
proprietorship, partnership, limited liability partnership, joint
venture, trust, unincorporated organization, association, limited
liability company, corporation, institution, entity, party, or
government (whether national, federal, state, provincial, county,
city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).
(h) "Royalty Stream" has the meaning specified in Section
2.1.
1.2 Other Terms. All other terms contained in this Agreement,
where the context so indicates (unless otherwise specifically defined herein),
shall have the meanings provided by the Code to the extent the same are used or
defined therein.
2. COLLATERAL
2.1 Security Interest. To secure payment and performance of
Debtor's Liabilities, Debtor hereby grants to Secured Party a continuing second
priority security interest (junior to the security interest therein of Becton
Xxxxxxxxx and Company ("Becton")) in and to the following property and interests
in property: all of Debtor's right, title and interest in any and all royalty
payments which may become payable to Debtor by Becton (the "Royalty Stream")
pursuant to the License Agreement dated as of October 10, 1995 between the
Debtor (previously named Alamar Biosciences, Inc.) the and all proceeds of the
Royalty Stream, together with all of Debtor's books and records relating to the
Royalty Stream (the "Collateral").
2.2 Financing Statements. Debtor will execute and deliver to
Secured Party such financing statements or amendments thereof or supplements
thereto, and such other instruments as Secured Party may from time to time
require in order to preserve, protect and maintain the security interest hereby
granted. Debtor further agrees that a carbon, photographic, photostatic or other
reproduction of this Agreement or of a financing statement is sufficient as a
financing statement.
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3. REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1 Representations and Warranties. Debtor hereby represents and
warrants to Secured Party that:
(a) The Debtor (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware,
(ii) is duly qualified to do business as a foreign corporation and is in
good standing under the laws of Illinois and each jurisdiction in which
the nature of the Debtor's business or the ownership of property
requires such qualification, and (iii) has all requisite corporate power
and authority to own, operate and encumber its property and to conduct
its business as presently conducted and as proposed to be conducted in
connection with and following the consummation of the transactions
contemplated by the Note and this Agreement.
(b) The Debtor has the requisite corporate power and authority to
execute, deliver and perform each of the Note, this Agreement and each
document which is to be executed by it in connection with either of
them. The execution, delivery, performance and filing, as the case may
be, of each such document have been duly approved by the Board of
Directors of the Debtor and such approval has not been rescinded. No
other corporate action or proceedings on the part of the Debtor is
necessary to consummate such transactions. Each of the Note, this
Agreement and each document which is to be executed by the Debtor in
connection with either of them has been duly executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, is in full force and effect.
(c) The execution, delivery and performance of each of the Note,
this Agreement and each document which is to be executed by the Debtor
in connection with either of them do not and will not (i) conflict with
the Debtor's certificate of incorporation or by-laws, (ii) any law known
to the Debtor to be applicable to, or binding on, its business or the
Collateral or any contractual restriction binding on or affecting the
Debtor, or (iii) result in or require the creation or imposition of any
Lien whatsoever upon any of the property or assets of the Debtor, other
than Liens contemplated by the Note or this Agreement.
(d) The Debtor is and will be the owner of, and has and will have
good and marketable title to, the Collateral except for Collateral sold
in the ordinary course of business. The Debtor is the legal and
beneficial owner of the Collateral free and clear of any Lien or other
interest of a third party, except for the security interest created
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by this Agreement and the Liens identified on Schedule A. No financing
statement or other instrument similar in effect covering all or any part
of the Collateral is on file in any recording office on the date hereof,
except such as may have been filed in favor of (i) Secured Party and
(ii) as set forth on Schedule A.
(e) The office where Debtor keeps its records concerning the
Collateral and Debtor's principal place of business and chief executive
office are and will be located at the address(es) set forth on Schedule
B attached hereto and made a part hereof. All of Debtor's other places
of business and all other places where Collateral is kept are located at
the addresses set forth on Schedule B. The amount represented by the
Debtor from time to time to Secured Party as the amount owing by Becton
in respect of the Royalty Stream will, at such time, be the correct
amount actually and unconditionally owing by Becton thereunder to the
best of the Debtor's knowledge (except to the extent, if any, that
Becton may be entitled to normal trade discounts, adjustments, returns
and allowances).
(f) The correct corporate name of the Debtor on the date hereof
is AccuMed International, Inc. and the Debtor will not use any other
corporate or fictitious name other than AccuMed, Alamar and Sensititre.
The Debtor will not change its name, identity or structure in any manner
without the prior written consent of the Secured Party which shall not
be unreasonably withheld, provided, that, as a condition to the
effectiveness of any such consent, the Debtor shall execute and deliver
to the Secured Party, at the Debtor's expense, any financing statements
or other documents requested by the Secured Party reasonably necessary
or desirable to maintain the validity, perfection and priority of the
Liens intended to be created hereby.
(g) This Agreement, together with the filing of a financing
statement with the offices of the Secretary of State of Illinois, the
Secretary of State of Michigan, the Secretary of State of Ohio and the
County Recorder of Cuyahoga County, Ohio, upon the giving of value to
the Debtor by Secured Party, creates a valid and perfected security
interest in the Collateral (other than Collateral in which a security
interest may not be perfected by filing a financing statement under the
Code and the Uniform Commercial Code as in effect in the States of
Michigan and Ohio), securing the payment of the Secured Obligations.
(h) No consent of any other person or entity and no
authorization, approval or other action by, and no notice to or filing
with, any governmental authority is required (i) for the grant by the
Debtor of the security interest granted
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hereby or for the execution, delivery or performance of this Agreement
by the Debtor, (ii) for the perfection or, except for the filing of the
appropriate continuation statements with respect to the financing
statements described in clause (g) above, maintenance of the security
interest created hereby (including the maintenance of the relative
priority of such security interest) or (iii) for the exercise by Secured
Party of its rights and remedies hereunder.
(i) There are no conditions precedent to the effectiveness of
this Agreement that have not been satisfied or waived in writing.
3.2 Covenants. Until performance, payment and/or satisfaction, in
full, of the Liabilities, Debtor covenants and agrees as follows:
(a) Debtor will at all times keep accurate and complete records
and books of account with respect to all of Debtor's business
activities, in accordance with sound accounting practices and generally
accepted accounting principles. Such records and accounts will be
maintained at the address of Debtor set forth at the beginning of this
Agreement.
(b) Secured Party, or any Person designated by it, shall have the
right, from time to time and upon reasonable notice, to call at Debtor's
place or places of business during reasonable business hours, and,
without hindrance or delay, to inspect, audit, check and make extracts
from Debtor's books, records, journals, orders, receipts and any
correspondence and other data relating to Debtor's business or to any
transactions between the parties hereto, and shall have the right to
make such verification concerning the Collateral as Secured Party may
consider reasonable under the circumstances, all at Debtor's expense.
Debtor will furnish to Secured Party such information relevant to the
Collateral as Secured Party may from time to time reasonably request,
including, without limitation, the original delivery or other receipts
and duplicate invoices relating to the Account.
4. SALES, COLLECTIONS AND REPORTS
4.1 Collection of Royalty Stream. Debtor may collect the Royalty
Stream, but only in the ordinary course of its business and only until such
time, upon or after the occurrence of a Default, as such privilege is revoked,
in whole or in part, by Secured Party's notification to Becton to make payments
directly to Secured Party. Debtor will take such action with respect to the
collection of the Royalty Stream and of the proceeds thereof, as Secured Party
may request.
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4.2 Notification of Account Debtors. Secured Party shall have the
right, at any time or times after the occurrence of a Default and while it is
continuing, to notify Becton that the Royalty Stream has been assigned to
Secured Party and that Secured Party has a security interest therein; to direct
Becton to make payments to Secured Party of all or any part of the sums of the
Royalty Stream owing Debtor by Becton; to enforce collection of any of the
Royalty Stream by suit or otherwise; to surrender, release or exchange all or
any part of the Royalty Stream; or to compromise, settle, extend or renew for
any period (whether or not longer than the original period) any indebtedness
thereunder or evidenced thereby.
4.3 Endorsement by Secured Party. Debtor hereby authorizes
Secured Party to indorse, in the name of Debtor, any item, howsoever received by
Secured Party, representing payment on or other proceeds of any of the
Collateral.
4.4 Other Collateral Issues. Debtor will deliver to Secured
Party, at such times and in such form as shall reasonably be designated by
Secured Party, assignments, schedules and reports relating to the Collateral.
Upon request by Secured Party, Debtor will xxxx its books and records to reflect
the security interest of Secured Party in the Royalty Stream.
5. DEFAULT; REMEDIES
5.1 Remedies. In the event a Default shall occur and while it is
continuing:
(a) All Liabilities may (notwithstanding any provisions thereof),
at the option of Secured Party, and without demand, notice or legal
process of any kind, be declared, and immediately shall become, due and
payable, and Secured Party may exercise from time to time any rights and
remedies available to it under applicable laws or in equity, including,
without limitation, the Code, in addition to, and not in lieu of, any
rights and remedies expressly granted in this Agreement, in any of the
other Financing Agreements, or otherwise, all of which remedies shall be
cumulative.
(b) Without notice, demand or legal process of any kind, Secured
Party, its nominee, designee or agent may take possession of any or all
of the Collateral (in addition to Collateral of which it may already
have possession), wherever it may be found, and for that purpose may
pursue the same wherever it may be found, and may, without a breach of
the peace, enter onto any of Debtor's premises ("Premises") where any of
the Collateral is or may be located, and search for, and take possession
of, any or all of the Collateral until the same shall be sold or
otherwise disposed of. Secured Party, its nominee, designee or agent
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shall have the right to remove any or all of the Collateral from the
Premises and/or to assemble and store the Collateral on the Premises,
and otherwise to operate, occupy and use the Premises, in connection
with public or private sales of the Collateral, all without cost to
Secured Party, its nominee, designee or agent.
(c) At Secured Party's request, Debtor will, at Debtor's expense,
assemble the Collateral at one or more places, reasonably convenient to
both parties, where the Collateral may, at Secured Party's option,
remain, at Debtor's expense, pending sale or other disposition thereof.
(d) Debtor acknowledges that any breach by Debtor of any of the
provisions of this Section 5.1 will cause irreparable injury to Secured
Party, and that there is not adequate remedy at law for a breach of the
provisions of such Section. Debtor agrees that Secured Party will have
the immediate right, upon such breach, to obtain injunctive and other
equitable relief in any court of competent jurisdiction without any
requirement of notice, and that the granting of any such relief shall
not preclude Secured Party from pursuing any other available relief or
remedies for such breach.
5.2 Sale of Collateral. Any notification required by law of
intended sale, lease or other disposition by or on behalf of Secured Party of
any of the Collateral shall be deemed reasonably and properly given if mailed,
postage prepaid, to Debtor at Debtor's address set forth at the beginning of
this Agreement, at least ten (10) calendar days before such sale, lease or other
disposition. Notice sent in such manner shall be deemed received on the fifth
business day following the day of deposit in the mails. Any proceeds of any
sale, lease or other disposition by Secured Party of any of the Collateral may
be applied by Secured Party to the payment of expenses in connection with the
Collateral, including, without limitation, reasonable "attorneys' fees" (as
defined in Section 5.3 below) and legal expenses. Any balance of such proceeds
may be applied by Secured Party toward the payment of the Liabilities in the
manner set forth in Section 7.5 below. Debtor shall remain liable for any
deficiency, and Secured Party shall account for any surplus.
5.3 Attorneys' Fees; Costs and Expenses. As used in this
Agreement, "attorneys' fees" shall be defined as the reasonable value of the
services of the attorneys employed by Secured Party, from time to time, to
commence, defend or intervene in any court proceeding, or to file a petition,
complaint, answer, motion or other pleadings, or to take any other action in or
with respect to any suit or proceeding (bankruptcy or otherwise) relating to the
Collateral, this Agreement, the Note, or any of the other Financing Agreements,
or
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to protect, collect, lease, sell, take possession of, or liquidate any of the
Collateral or to attempt to enforce any security interest in any of the
Collateral, or to enforce any rights of Secured Party to collect any of the
Liabilities. Such attorneys' fees, and any expenses, costs and charges relating
thereto, including, without limitation, all fees of all paralegals and other
staff employed by such attorneys, and all other costs and expenses incurred by
Secured Party with respect to the enforcement, collection or protection of its
interests in the Collateral shall be repayable by Debtor to Secured Party on
demand, shall be additional Liabilities and shall be secured by the Collateral.
5.4 Waiver of Bonds. IN THE EVENT SECURED PARTY SEEKS TO TAKE
POSSESSION OF ANY OR ALL OF THE COLLATERAL BY COURT PROCESS, TO OBTAIN ANY
INJUNCTION OR OTHER EQUITABLE RELIEF REQUIRING DEBTOR TO COMPLY WITH ANY OR ALL
OF THE TERMS AND PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
SECTION 5.1 ABOVE, OR OTHERWISE TO COMPLY WITH APPLICABLE LAW, DEBTOR HEREBY
IRREVOCABLY WAIVES ANY BONDS AND ANY SURETY THEREON OR SECURITY RELATING THERETO
WHICH IS REQUIRED OR ALLOWED BY ANY STATUTE, COURT RULE OR OTHERWISE AS AN
INCIDENT TO SUCH POSSESSION OR INJUNCTION, AND WAIVES ANY DEMAND FOR POSSESSION
PRIOR TO THE COMMENCEMENT OF ANY SUIT OR ACTION TO RECOVER WITH RESPECT THERETO.
5.5 Waiver of Demand. Demand, presentment, protest and notice of
nonpayment is hereby waived by Debtor. Debtor also waives the benefit of all
valuation, appraisement and exemption laws.
5.6 Waiver of Notice. IN THE EVENT OF A DEFAULT (PURSUANT TO
AUTHORITY GRANTED BY ITS BOARD OF DIRECTORS), DEBTOR HEREBY WAIVES ALL RIGHTS TO
NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY SECURED PARTY OF ITS
RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY,
ATTACH OR LEVY UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING, EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 5.2. DEBTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED
BY COUNSEL WITH RESPECT TO THIS TRANSACTION AND THIS AGREEMENT.
5.7 Grant of License. The Secured Party is hereby granted a
license and right to use, following the occurrence and during the continuance of
a Default, without payment of royalty or other compensation, the Borrower's
labels, patents, copyrights, rights of use of any name, trade secrets, trade
names, trademarks, service marks, customer lists and advertising matter, or any
property of a similar nature, as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral.
6. TERM
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6.1 Term of Agreement. This Agreement shall continue in full
force and effect as long as any Liabilities are owing by Debtor to Secured
Party.
6.2 Termination. No termination of this Agreement shall in any
way affect or impair the rights and liabilities of the parties hereto relating
to any transactions or events which occurred prior to such termination date or
to any Collateral in which Secured Party has a security interest. All
agreements, warranties and representations of Debtor shall survive such
termination.
7. MISCELLANEOUS
7.1 Receipt of Payments. For purposes of determining the amount
of the Liabilities, including, without limitation, the computations of interest
which may from time to time be owing by Debtor to Secured Party, the receipt of
any check or any other item of payment by Secured Party shall not be treated as
a payment on account of the Liabilities until such check or other item of
payment is actually paid in collected funds. Any statement of account rendered
by Secured Party to Debtor relating to the Liabilities, including, without
limitation, all statements of balances owing, accrued interest, expenses and
costs, shall be presumed to be correct and accurate and constitute an account
stated unless, within thirty (30) days after receipt thereof by Debtor, Debtor
shall deliver to Secured Party written objection thereto specifying the error or
errors, if any, contained in any such statement.
7.2 Successors and Assigns. Whenever in this Agreement there is
reference made to any of the parties hereto, such reference shall be deemed to
include, wherever applicable, a reference to the successors and assigns of such
party. The provisions of this Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of Debtor and Secured Party.
7.3 Survival of Representations. All representations and
warranties of Debtor, and all terms, provisions, conditions and agreements to be
performed by Debtor contained herein, and in any of the other Financing
Agreements shall be true and satisfied at the time of the execution of this
Agreement, and shall survive the closing hereof and the execution and delivery
of this Agreement.
7.4 Governing Law; Severability. This Agreement shall be
construed in all respects in accordance with, and governed by, the laws and
decisions of the State of Illinois. Wherever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
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invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
7.5 Application of Payment. Debtor irrevocably waives the right
to direct the application of any and all payments at any time or times hereafter
received by Secured Party from Debtor, and Debtor does hereby irrevocably agree
that Secured Party shall have the continuing exclusive right to apply and
reapply any and all payments received at any time or times hereafter against the
Liabilities hereunder in such manner as Secured Party may deem advisable,
notwithstanding any entry by Secured Party upon any of its books and records.
7.6 Invalidated Payment. Debtor agrees that to the extent that
Debtor makes a payment or payments to Secured Party, which payment or payments,
or any part thereof, are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to Debtor, its estate,
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then to the extent of such payment or
repayment, the Liability or part thereof which has been paid, reduced or
satisfied by the amount so repaid shall be reinstated and included within the
Liabilities as of the date such initial payment, reduction or satisfaction
occurred.
7.7 Submission to Jurisdiction. DEBTOR CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF ILLINOIS,
AND DEBTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON DEBTOR AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO
DEBTOR AT ITS ADDRESS STATED AT THE BEGINNING OF THIS AGREEMENT. SERVICE SO MADE
SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO
POSTED.
7.8 Notice. Except as otherwise provided for herein, any
statement, notice or other communication required or permitted hereunder shall
be in writing and may be personally served, sent facsimile transmission or
courier service or United States certified mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a
facsimile transmission, or seven (7) business days after deposit in the United
States or Canadian mail with postage prepaid and properly addressed. For the
purposes hereof, the addresses of the parties hereto shall be as follows:
If to the Debtor, at:
AccuMed International, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
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Attention: Xxxxxxx X. Xxxxxx
Chief Financial Officer
Telecopier: (000) 000-0000
with a copy to:
AccuMed International, Inc.
0000 0xx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, General Counsel
Telecopier: (000) 000-0000
If to the Secured Party, at:
Xxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxx #0000
Xxxxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
or, as to each party, at such other address as may be designated by such party
in a written notice to the other party to this Agreement in accordance with this
Section 7.8.
IN WITNESS WHEREOF, this Agreement has been duly executed as of
the day and year first above written.
ACCUMED INTERNATIONAL, INC.
By: \S\ XXXX X. XXXXXXXX
---------------------------------
Xxxx X. Xxxxxxxx, Chairman and
Chief Executive Officer
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SCHEDULE A
TO
SECURITY AGREEMENT
DATED AS OF FEBRUARY 2, 1998
Liens, Claims and Encumbrances
Against the Collateral
None, except:
(i) Liens for taxes not yet due or liens for taxes being
contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Debtor
in accordance with generally accepted accounting principles;
(ii) Liens on property or assets of the Debtor that were incurred
in the ordinary course of business, such as carriers', warehousemen's,
landlords' and mechanics' liens and other similar liens arising in the
ordinary course of business and that (x) do not in the aggregate
materially detract from the value of the property or assets subject
thereto or materially impair the use thereof in the operation of the
business of the Debtor or (y) that are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing
the forfeiture or sale of the property or assets subject to such lien;
(iii) Liens (other than any lien imposed by the Employee
Retirement Income Security Act of 1974, as the same may be supplemented
or amended from time to time, or in connection with any environmental
violation), pledges or deposits incurred or made in connection with
workmen's compensation, unemployment insurance and other social security
benefits, or securing the performance of bids, tenders, leases,
contracts (other than for the repayment of borrowed money), statutory
obligations, progress payments, surety and appeal bonds and other
obligations of like nature, in each case incurred in the ordinary course
of business;
(iv) Financing statement 003581568 filed with the Illinois
Secretary of State on August 21, 1996, naming the Debtor as debtor and
Nortech Telecommunications Inc., as secured party relating to certain
telephone equipment leased by the Debtor. All of the obligations of the
Debtor relating to such financing statement have been paid in full; and
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(v) A first priority security interest granted in favor of Becton
pursuant to a letter agreement dated as of September 30, 1997 between
Becton and the Company.
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SCHEDULE B
TO
SECURITY AGREEMENT
DATED AS OF FEBRUARY 2, 1998
Locations of Collateral and Books
and Records Concerning Collateral;
Debtor's Places of Business
1. Locations of Collateral:
None, except:
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx 000
Xxxxxxx, Xxxxxxxx 00000
2. Location of Books and Records Concerning the Collateral
and Debtor's Principal Place of Business and Chief
Executive Office:
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
3. Debtor's Other Places of Business:
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx 403 and 405
Xxxxxxx, Xxxxxxxx 00000
00000 Xxxxxxx Xxxx, Xxxxx 0-X
Xxxxxxxx, Xxxx 00000
00000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
0000 Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
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