SECURITY AGREEMENT
SECURITY AGREEMENT (this "Agreement") made this ____ day of
August, 2000, by and between XXXXXXXXX.XXX, INC., a Delaware corporation,
having an office at 00X Xxxxxxx Xxxx, #000, Xxxxxxx Xxxx, Xxx Xxxxxx 00000
(the "Debtor"), and XXXXX XXXXXXXX, as collateral agent, having an office at
1325 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Secured
Party");
W I T N E S S E T H:
WHEREAS, the parent of the Debtor, Datametrics Corporation (the
"Corporation"), has executed and delivered Secured Promissory Notes dated the
date hereof (the "Notes") in favor of certain persons identified on Exhibit A
hereto in connection with a loan of an aggregate amount of $210,000 (the
"Loan") by such persons to the Corporation; and
WHEREAS, it is a term of the Notes that the Debtor shall execute
and deliver this Agreement; and
WHEREAS, the Secured Party has been appointed to act as collateral
agent; and
WHEREAS, the Debtor will derive substantial benefits from the
Loan;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and in order to satisfy a condition in the Notes,
the Secured Party and the Debtor agree as follows:
1. Security Interest.
To secure the due payment and performance of all indebtedness and
other liabilities and obligations, whether now existing or hereafter arising
and whether actual or contingent, of the Corporation to the Secured Party
under the Notes, arising out of or in any way connected with the Notes,
including, without limitation, any future advances, and all instruments,
agreements and documents executed, issued and delivered pursuant thereto,
including, without limitation, this Agreement (all hereinafter referred to
collectively as the "Secured Obligations"), the Debtor hereby assigns,
pledges, hypothecates, transfers and sets over to the Secured Party and grants
to the Secured Party, a first lien upon and security interest in all assets of
the Debtor set forth, referred to, or listed on Schedule I annexed hereto and
made a part hereof (all hereinafter referred to as the "Collateral").
2. Debtor's Title; Liens and Encumbrances.
The Debtor represents and warrants that the Debtor is, or to the
extent that this Agreement states that the Collateral is to be acquired after
the date hereof, will be, the owner of the Collateral, having good title
thereto, free from any and all liens, security interests, encumbrances and
claims except for liens granted pursuant hereto. The Debtor will not create
or assume or permit to exist any such lien, security interest, encumbrance or
claim on or against the Collateral except as created by this Agreement, and
the Debtor will promptly notify the Secured Party of any such other claim,
lien, security interest or other encumbrance made or asserted against the
Collateral and will defend against any such claim, lien, security interest or
other encumbrance.
3. Location of Collateral and Records.
The Debtor represents and warrants that it has no place of
business or offices where the Debtor's books of account and records are kept,
or places where the Collateral is used, stored or located, except as set forth
on Schedule II annexed hereto and except for Collateral in transit in the
ordinary course of business, and covenants that the Debtor will notify the
Secured Party of any change in the foregoing representation within ten days
before any such change. The Debtor shall at all times maintain its records as
to the Collateral at its chief place of business at the address referred to on
Schedule II and at none other. The Debtor further covenants that except for
Collateral delivered to the Secured Party, the Debtor will not store, use or
locate any of the Collateral at any place other than as listed on Schedule II
annexed hereto, except for Collateral in transit in the ordinary course of
business and except for Collateral requiring necessary repair, provided that
prior to the Collateral being relocated for such repair the Debtor gives
written notice to the Secured Party of the Debtor's intent to relocate such
Collateral and describes where the Collateral will be relocated and the nature
of the repair required and further provided that the Collateral is returned to
its location from which it was moved for such repair no later than 90 days
after it was removed for such repair.
4. Perfection of Security Interest.
The Debtor will join with the Secured Party in executing one or
more financing statements pursuant to the Uniform Commercial Code or other
notices appropriate under applicable law in form satisfactory to the Secured
Party and will pay all filing or recording costs with respect thereto, and all
costs of filing or recording this Agreement or any other instrument, agreement
or document executed and delivered pursuant hereto (including the cost of all
federal, state or local mortgage, documentary, stamp or other taxes), in each
case, in all public offices where filing or recording is reasonably deemed by
the Secured Party to be necessary or desirable. The Debtor hereby authorizes
the Secured Party to take all action (including, without limitation, the
filing of any Uniform Commercial Code Financing Statements or amendments
thereto without the signature of the Debtor) which the Secured Party may
reasonably deem necessary or desirable to perfect or otherwise protect the
liens and security interests created hereunder and to obtain the benefits of
this Agreement.
Pursuant to the terms hereof, upon the request of the Secured Party, the
Debtor will endorse, assign and deliver to the Secured Party all negotiable or
non-negotiable instruments (including certificated securities) and chattel
paper pledged by the Debtor hereunder, together with instruments of transfer
or assignment duly executed in blank as the Secured Party may have specified.
In the event that the Debtor shall, after the date of this Agreement, acquire
any other negotiable or non-negotiable instruments (including certificated
securities) or chattel paper to be pledged by the Debtor hereunder, upon the
request of the Secured Party, the Debtor shall forthwith endorse, assign and
deliver the same to the Secured Party, accompanied by such instruments of
transfer or assignment duly executed in blank as the Secured Party may from
time to time specify. To the extent that any securities are uncertificated,
appropriate book-entry transfers reflecting the pledge of such securities
created hereby have been or, in the case of uncertificated securities
hereafter acquired by the Debtor, will at the time of such acquisition be,
duly made for the account of the Secured Party or one or more nominees of the
Secured Party with the issuer of such securities or other appropriate book-
entry facility or financial intermediary, with the Secured Party having at all
times the right to obtain definitive certificates (in the Secured Party's name
or in the name of one or more nominees of the Secured Party) where the issuer
customarily or otherwise issues certificates, all to be held as Collateral
hereunder. The Debtor hereby acknowledges that the Secured Party may, in its
discretion, appoint one or more financial institutions to act as the Secured
Party's agent in holding in custodial accounts instruments or other financial
assets in which the Secured Party is granted a security interest hereunder,
including, without limitation, certificates of deposit and other instruments
evidencing short term obligations.
5. General Covenants.
The Debtor shall:
a) furnish the Secured Party from time to time at the Secured
Party's request written statements and schedules further identifying and
describing the Collateral in such detail as the Secured Party may reasonably
require;
b) advise the Secured Party promptly, in sufficient detail, of
any substantial change in the Collateral, and of the occurrence of any event
which would have a material adverse effect on the value of the Collateral or
on the Secured Party's security interest therein;
c) comply with all acts, rules, regulations and orders of any
legislative, administrative or judicial body or official applicable to the
Collateral or any part thereof or to the operation of the Debtor's business,
provided that the Debtor may contest any acts, rules, regulations, orders and
directions of such bodies or officials in any reasonable manner which will
not, in the Debtor's reasonable judgment, adversely affect its rights or the
priority of the Secured Party's security interest in the Collateral;
d) perform and observe any and all covenants, restrictions and
conditions contained in the Notes providing for payment of taxes, maintenance
of insurance and otherwise relating to the Collateral, as though such
covenants, restrictions and conditions were fully set forth in this Agreement;
e) promptly execute and deliver to the Secured Party such
further assignments, security agreements or other instruments, documents,
certificates and assurances and take such further action as the Secured Party
may from time to time in its sole discretion deem necessary to perfect,
protect or enforce its security interest in the Collateral or otherwise to
effectuate the intent of this Agreement and the Notes; and
f) defend the Collateral against any claims and demands of all
other persons at any time claiming the same or an interest therein which would
conflict with any claim or interest of the Secured Party. The Debtor will not
encumber, sell, transfer, assign, abandon or otherwise dispose of the
Collateral except for: i) collection, discharge, discount, compromise or
expiration of the accounts, instruments or general intangibles in the ordinary
course of the Debtor's business, ii) sale or transfer of inventory in the
ordinary course of business, iii) liens, if any, allowed under the Notes, iv)
dispositions, if any, allowed under the Notes, of items of equipment no longer
useful to the Debtor in the ordinary course of business, and v) trade-ins,
replacements or exchanges of items of equipment for other items of equipment
having an equal or greater value (in excess of any purchase money liens on
such other items) and useful in the Debtor's business.
6. Assignment of Insurance.
Upon the request of the Secured Party, the Debtor shall cause the
Collateral to be covered by insurance of a type and in an amount that prudent
business people engaged in the same or similar businesses would carry for the
same or similar Collateral (and in all events satisfactory to the Secured
Party) and shall deliver to the Secured Party copies of, or certificates of
the issuing companies with respect to, endorsements of any and all policies of
insurance owned by the Debtor covering or in any manner relating to the
Collateral, in form and substance satisfactory to the Secured Party, naming
the Secured Party as an additional insured party as its interest may appear
and indicating that the policy will not be terminated, or reduced in coverage
or amount, without at least thirty (30) days' prior written notice from the
insurer to the Secured Party. As further security for the due payment and
performance of the Secured Obligations, the Debtor hereby assigns to the
Secured Party all sums, including returned or unearned premiums, which may
become payable under or in respect of any policy of insurance owned by the
Debtor covering or in any manner relating to the Collateral, and the Debtor
hereby directs that upon an Event of Default as specified or defined in the
Notes (hereinafter referred to as a "Default"), each insurance company issuing
any such policy make payment of sums which may become payable thereunder
directly to the Secured Party. Upon the occurrence of a Default, the Debtor
hereby appoints the Secured Party as the Debtor's attorney-in-fact and in the
Debtor's or in the Secured Party's name to endorse any check or draft
representing any such payment and to execute any proof of claim, subrogation
receipt and any other document required by such insurance company as a
condition to or otherwise in connection with such payment, and, upon the
occurrence of a Default, to cancel, assign or surrender any such policies. All
such sums received by the Secured Party shall be applied by the Secured Party
in satisfaction of the Secured Obligations or, to the extent that such sums
represent unearned premiums in respect of any policy of insurance on the
Collateral refunded by reason of cancellation, toward payment for similar
insurance protecting the respective interests of the Debtor and the Secured
Party, or as otherwise required by applicable law, and to the extent not so
applied shall be paid over to the Debtor.
7. Fixtures.
It is the intent of the Debtor and the Secured Party that none of
the Collateral shall be regarded as fixtures, as that term is used or defined
in Article 9 of the Uniform Commercial Code, and the Debtor represents and
warrants that it has not made and is not bound by any lease or other agreement
which is inconsistent with such intent. Nevertheless, if the Collateral or any
part thereof is or is to become attached or affixed to any real estate, the
Debtor will, upon request, furnish the Secured Party with a disclaimer or
subordination in form satisfactory to the Secured Party of their interests in
the Collateral from all persons having an interest in the real estate to which
the Collateral is attached or affixed, together with the names and addresses
of the record owners of, and all other persons having an interest in, and a
general description of, such real estate.
8. Collections.
In the event of the occurrence of any Default, the Debtor will
immediately upon receipt of all checks, drafts, cash or other remittances in
payment of any of its accounts, accounts receivable, contract rights or
general intangibles constituting part of the Collateral, or in payment for any
Collateral sold, transferred, leased or otherwise disposed of, or in payment
or on account of its accounts, accounts receivable, contracts, contract
rights, notes, drafts, acceptances, general intangibles, choses in action and
all other forms of obligations relating to any of the Collateral so sold,
transferred or otherwise disposed of, deliver any such items to the Secured
Party accompanied by a remittance report in form supplied or approved by the
Secured Party, such items to be delivered to the Secured Party in the same
form received, endorsed or otherwise assigned by the Debtor where necessary to
permit collection of such items and, regardless of the form of such
endorsement, the Debtor hereby waives presentment, demand, notice of dishonor,
protest, notice of protest and all other notices with respect thereto. All
such remittances shall be applied and credited by the Secured Party first to
satisfaction of the Secured Obligations or as otherwise required by applicable
law, and to the extent not so credited or applied, shall be paid over to the
Debtor.
9. Rights and Remedies on Default.
In the event of the occurrence of any Default, the Secured Party
shall at any time thereafter have the right, with or without notice to the
Debtor, as to any or all of the Collateral, by any available judicial
procedure, or without judicial process, to take possession of the Collateral
and without liability for trespass to enter any premises where the Collateral
may be located for the purpose of taking possession of or removing the
Collateral, and, generally, to exercise any and all rights afforded to a
secured party under the applicable Uniform Commercial Code or other applicable
law. Without limiting the generality of the foregoing, the Debtor agrees that
in the event of any occurrence of a Default, the Secured Party shall have the
right to sell, lease, or otherwise dispose of all or any part of the
Collateral, whether in its then condition or after further preparation or
processing, either at public or private sale or at any broker's board, in lots
or in bulk, for cash or for credit, with or without warranties or
representations, and upon such terms and conditions, all as the Secured Party
in its sole discretion may deem advisable, and it shall have the right to
purchase at any such sale; and, if any Collateral shall require rebuilding,
repairing, maintenance, preparation, or is in process or other unfinished
state, the Secured Party shall have the right, at its option, to do such
rebuilding, repairing, preparation, processing or completion of manufacturing,
for the purpose of putting the Collateral in such saleable or disposable form
as it shall deem appropriate. At the Secured Party's request, the Debtor shall
assemble the Collateral and make it available to the Secured Party at places
which the Secured Party shall reasonably select, whether at the Debtor's
premises or elsewhere, and make available to the Secured Party, without rent,
all of the Debtor's premises and facilities for the purpose of the Secured
Party's taking possession of, removing or putting the Collateral in saleable
or disposable form. The proceeds of any such sale, lease or other disposition
of the Collateral shall be applied first, to the expenses of retaking,
holding, storing, processing and preparing for sale, selling, and the like,
and to the reasonable attorneys' fees and legal expenses incurred by the
Secured Party, and then to satisfaction of the Secured Obligations, and to the
payment of any other amounts required by applicable law, after which the
Secured Party shall account to the Debtor for any surplus proceeds. If, upon
the sale, lease or other disposition of the Collateral, the proceeds thereof
are insufficient to pay all amounts to which the Secured Party is legally
entitled, the Debtor will be liable for the deficiency, together with interest
thereon, to the extent permitted by applicable law, at the rate, if any,
prescribed in the Notes, and the reasonable fees of any attorneys employed by
the Secured Party to collect such deficiency. To the extent permitted by
applicable law, the Debtor waives all claims, damages and demands against the
Secured Party arising out of the repossession, removal, retention or sale of
the Collateral, except for such claims, damages and demands premised on the
gross negligence or willful malfeasance of the Secured Party.
10. Notification to Account Debtors and Other Obligors.
In the event of the occurrence of any Default, the Debtor shall,
at the request of the Secured Party, notify account debtors on accounts,
accounts receivable, chattel papers and general intangibles of the Debtor and
obligors on instruments for which the Debtor is an obligee, of the security
interest of the Secured Party in any account, account receivable, chattel
paper, general intangible or instrument and that payment thereof is to be made
directly to the Secured Party or to any financial institution designated by
the Secured Party as the Secured Party's agent therefor, and the Secured Party
may itself, if a Default shall have occurred, without notice to or demand upon
the Debtor, so notify account debtors and obligors. After the making of such
a request or the giving of any such notification, the Debtor shall hold any
proceeds of collection of accounts, accounts receivable, chattel paper,
general intangibles and instruments received by the Debtor as trustee for the
Secured Party without commingling the same with other funds of the Debtor and
shall promptly turn the same over to the Secured Party in the identical form
received, together with any necessary endorsements or assignments. The
Secured Party shall apply the proceeds of collection of accounts, accounts
receivable, chattel paper, general intangibles and instruments received by the
Secured Party to the Secured Obligations, such proceeds to be immediately
entered after final payment in cash or solvent credits of the items giving
rise to them.
11. Costs and Expenses.
Any and all fees, costs and expenses, of whatever kind or nature,
including the reasonable attorneys' fees and legal expenses incurred by the
Secured Party, in connection with the preparation of this Agreement and all
other documents relating hereto and the consummation of this transaction, the
filing or recording of financing statements and other documents (including all
taxes in connection therewith) in public offices, the payment or discharge of
any taxes, insurance premiums, encumbrances or otherwise protecting,
maintaining or preserving the Collateral, or the enforcing, foreclosing,
retaking, holding, storing, processing, selling or otherwise realizing upon
the Collateral and the Secured Party's security interest therein, whether
through judicial proceedings or otherwise, or in defending or prosecuting any
actions or proceedings arising out of or related to the transaction to which
this Agreement relates, shall be borne and paid by the Debtor on demand by the
Secured Party and until so paid shall be added to the principal amount of the
Secured Obligations and shall bear interest at the rate prescribed in the
Notes and shall be secured by the Collateral.
12. Power of Attorney.
Upon the occurrence of a Default, the Debtor authorizes the
Secured Party and does hereby make, constitute and appoint the Secured Party,
and any officer or agent of the Secured Party, with full power of
substitution, as the Debtor's true and lawful attorney-in-fact coupled with an
interest, with power, in its own name or in the name of Debtor, upon the
occurrence of a Default to endorse any notes, checks, drafts, money orders, or
other instruments of payment (including payments payable under or in respect
of any policy of insurance) in respect of the Collateral that may come into
possession of the Secured Party; to sign and endorse any invoice, freight or
express xxxx, xxxx of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with accounts,
and other documents relating to Collateral; to pay or discharge taxes, liens,
security interests or other encumbrances at any time levied or placed on or
threatened against the Collateral; to demand, collect, receipt for,
compromise, settle and xxx for monies due in respect of the Collateral; and,
generally, to do, at the Secured Party's option and at the Debtor's expense,
at any time, or from time to time, all acts and things which the Secured Party
deems reasonably necessary to protect, preserve and realize upon the
Collateral and the Secured Party's security interest therein in order to
effect the intent of this Agreement and of the Notes all as fully and
effectually as the Debtor might or could do; and the Debtor hereby ratifies
all that said attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney shall be irrevocable for the term of this Agreement and
thereafter as long as any of the Secured Obligations shall be outstanding.
13. Notices.
Any notice required hereunder shall be deemed duly given on the
day delivered by hand or by recognized overnight international courier, or on
the earlier of actual receipt by the recipient (including by facsimile
transmission) or four (4) days after deposited in mail, if deposited in the
mails, postage prepaid and sent by certified or registered mail, return
receipt requested, addressed as follows:
a) If to the Debtor:
XxxxXxXxx.xxx, Inc.
00X Xxxxxxx Xxxx, #000
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: President
Facsimile Number: 000-000-0000
b) If to the Secured Party:
Xxxxx Xxxxxxxx
1325 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxx
Facsimile Number: 000-000-0000
or at such other address as shall have been specified by such party by notice
given in the same manner.
14. Other Security.
To the extent that the Secured Obligations are now or hereafter
secured by property other than the Collateral or by the guarantee, endorsement
or pledge of any other property of any other person, firm, corporation or
other entity, then the Secured Party shall have the right in its sole
discretion to pursue, relinquish, subordinate, modify or take any other action
with respect thereto, without in any way modifying or affecting any of the
Secured Party's rights and remedies hereunder.
15. Miscellaneous.
a) Beyond the safe custody thereof, the Secured Party shall
have no duty as to the collection of any Collateral in its possession or
control or in the possession or control of any agent or nominee of the Secured
Party, or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto.
b) No course of dealing between the Debtor and the Secured
Party, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Party, any right, power or privilege hereunder or under the
Notes shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise or any other right, power or
privilege.
c) All of the Secured Party's rights and remedies with respect
to the Collateral, whether established hereby or by the Notes, or by any other
agreements, instruments or documents or by law shall be cumulative and may be
exercised singly or concurrently.
d) The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction and shall
not in any manner affect such clause or provision of this Agreement in any
other jurisdiction.
e) This Agreement is subject to modification only by a writing
signed by both parties. This Agreement may be signed in any number of
counterparts each of which shall be deemed to constitute an original and shall
become effective when each party has delivered manually executed counterparts
to the other party hereto.
f) The benefits and burdens of this Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of
the parties; provided, however, that the rights and obligations of the Debtor
under this Agreement shall not be assigned or delegated without the prior
written consent of the Secured Party, and any purported assignment or
delegation without such consent shall be void.
g) Governing Law; Jurisdiction. (i) THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE
(WHETHER OF THE STATE OF NEW YORK, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.
IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK
WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF
UNDER SUCH JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. (ii)
EACH PARTY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER,
ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT, OR ANY OTHER
INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, SHALL BE
BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION THEN
IN ANY COURT OF THE STATE OF NEW YORK. EACH PARTY, BY THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO
THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR
PROCEEDINGS. EACH PARTY AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW
PERSONAL JURISDICTION OVER IT MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS
(POSTAGE PREPAID) IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13 OF THIS
AGREEMENT. ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 13 OF THIS AGREEMENT, EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OF FORUM NON
CONVENIENS OR ANY SIMILAR BASIS.
16. Term of Agreement.
The term of this Agreement shall commence on the date hereof and
this Agreement shall continue in full force and effect, and be binding upon
the Debtor, until all of the Secured Obligations have been fully paid and
performed and such payment and performance has been acknowledged in writing by
the Secured Party, whereupon this Agreement shall terminate.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
XXXXXXXXX.XXX, INC.
By: /s/
Name:
Title:
XXXXX XXXXXXXX, as
collateral agent
/s/
SCHEDULE I
TO
SECURITY AGREEMENT
All personal property and fixtures of the Debtor, whether now or
hereafter existing or now owned or hereafter acquired or leased and wherever
located, of every kind and description, tangible or intangible, and all goods,
machinery, equipment (including, but not limited to, computers, computer
hardware, reproduction equipment, video and audio recording equipment, sound
equipment, programming equipment, stage and studio equipment, test equipment
and all other equipment used or useful in the operation of the Debtor's
business), tools, motor vehicles, trucks, materials, storage and handling
equipment, inventory (including, but not limited to, spare parts, raw
materials, work in process, and finished goods), accounts, accounts
receivable, chattel paper, investment securities, notes, instruments, deposit
accounts, contract rights, general intangibles (including, but not limited to,
tax refunds and rights to receive tax refunds, intellectual property, patents
and patent applications, copyrights, trademarks, trade names, customer lists,
rights of indemnification, contribution and subrogation, royalties, computer
programs, tapes and software, deposits, progress payments, blueprints and
knowhow), credits, claims, demands and any other property, rights and
interests (to the extent of such interest) of the Debtor, and any and all
additions and accessions thereto, all substitutions and replacements therefor
and all products and proceeds thereof and proceeds of insurance thereon.
SCHEDULE II
TO
SECURITY AGREEMENT
Chief Place of Business of Debtor:
00X Xxxxxxx Xxxx
#000
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Offices Where Records and Books of Account are Kept:
00X Xxxxxxx Xxxx
#000
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Other Locations Where Collateral is Stored, Used or Located:
None
Exhibit A
Lenders
Europa (Xxxx Xxxxx)
Xxxxxx Xxxxxxxx (Phoenix Enterprises)
Xxxxx Xxxxxxxx and Jacombs Investment, Inc.
Willow Creek
Xxxxx Brother (Alex and Xxxxx)
NTS Financial Ltd.
1
10
Document #: 12423v2
