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Accounts Receivable Financing Agreement
Accounts Receivable Financing Agreement (51K)
Doc #179178: Click preview link for longer preview.
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of the Effective Date is between Silicon Valley Bank, Specialty Finance Division
("Bank"), and Transgenomic, Inc., a Delaware corporation, ("Borrower"), whose
address is 12325 Emmet St., Omaha, Nebraska 68164 and with a FAX number of
402-452-5447.
1. DEFINITIONS. In this Agreement:
"Account Debtor" is defined in the California Uniform Commercial Code
and shall include any person liable on any Financed Receivable, such as, a
guarantor of the Financed Receivable and any issuer of a letter of credit or
banker's acceptance.
"Adjustments" are all discounts, allowances, returns, disputes,
counterclaims, offsets, defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or on behalf of any Account
Debtor for any Financed Receivable.
"Advance" is defined in Section 2.2.
"Advance Rate" is 80%, or another percentage as Bank may establish from
time to time by giving notice thereof to Borrower.
"Applicable Rate" is a rate per annum equal to the "Prime Rate" plus
2.25 percentage points.
"Borrower's Books" are all Borrower's books and records including
ledgers, records regarding Borrower's assets or liabilities, the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.
"Code" is the California Uniform Commercial Code.
"Collateral" is attached as Exhibit "A".
"Collateral Handling Fee" is defined in Section 3.4.
"Collections" are all funds received by Bank from or on behalf of an
Account Debtor for Receivables.
"Compliance Certificate" is attached as Exhibit "B".
"Domestic Receivables" are Receivables for which the Account Debtor has
its principal place of business in the United States.
"Early Termination Fee" is defined in Section 3.5.
"Effective Date" is the date in which the Bank executes this Agreement.
"Event of Default" is defined in Section 9.
"Facility" is an extension of credit by Bank to Borrower in order to
finance receivables with an aggregate Financed Receivable Balance not exceeding
the Facility Amount.
{Page}
"Facility Amount" is $6,250,000.00.
"Facility Period" is the period beginning on the Effective Date and
continuing until the Maturity Date, unless the period is terminated sooner
pursuant to the terms of this Agreement or extended pursuant to Section 4.3.
"Finance Charges" is defined in Section 3.2.
"Financed Receivables" are all Receivables, which Bank has accepted and
against which Bank has made an Advance. A Financed Receivable stops being a
Financed Receivable (but remains Collateral) when the Advance made against the
Financed Receivable has been paid in full.
"Financed Receivable Balance" is the total outstanding amount, at any
time, of all Financed Receivables.
"Foreign Receivables" are Receivables for which the Account Debtor does
not have its principal place of business in the United States but are: (1)
covered by credit insurance satisfactory to Bank, less any deductible; or (2)
supported by letter(s) of credit acceptable to Bank; or (3) that Bank approves
in writing.
"Good Faith Deposit" is described in Section 3.8.
"Guarantor" means any guarantor of the Obligations.
"Ineligible Receivable" is any Receivable:
(a) with regard to any Domestic Receivable, that is unpaid sixty (60)
calendar days after the due date of the invoice; or
(b) with regard to any Foreign Receivable, that is unpaid ninety (90)
calendar days after the due date of the invoice; or
(c) that is owed by an Account Debtor that has filed, or has had filed
against it, any bankruptcy case, assignment for the benefit of creditors,
receivership, or Insolvency Proceeding or who has become insolvent (as defined
in the United States Bankruptcy Code) or who is generally not paying its debts
as they become due; or
(d) for which there has been any breach of warranty or representation in
Section 6 or any breach of any covenant in this Agreement; or
(e) for which the Account Debtor asserts any Adjustment in excess of ten
percent (10%) of the value of the Receivable.
"Insolvency Proceeding" are proceedings by or against any person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.
"Invoice Transmittal" shows a Receivable which Bank may finance and, for
each Receivable, includes the Account Debtor's, name, address, invoice amount,
invoice date and invoice number and is signed by Borrower's authorized
representative.
"Lockbox" is described in Section 3.9.
"Maturity Date" is June 9, 2004, or each subsequent anniversary date
subject to Section 4.3, or the date of acceleration by Bank following an Event
of Default.
179178
|
 GE Capital
As referenced in this Accounts Receivable Financing Agreement:
General Electric Capital Corp – Advance is subject to the condition precedent that it receive the
agreements, documents and fees it requires, including: (a) a Subordination
Agreement from General Electric Capital Corp oration acknowledging Bank's first
lien position against all of the Collateral, except such specific equipment and
fixed assets as identified on Schedule
_____________
dt 101127
;
SVB
As referenced in this Accounts Receivable Financing Agreement:
SILICON VALLEY BANK
–
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}a2116450zex-10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{Page}
EXHIBIT 10.1
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of the Effective Date is between
_____________
Silicon Valley Bank, – BANK
SPECIALTY FINANCE DIVISION
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of the Effective Date is between Silicon Valley Bank, Specialty Finance Division
("Bank"), and Transgenomic, Inc., a Delaware corporation, ("Borrower"), whose
address is 12325 Emmet St., Omaha, Nebraska 68164 and with
_____________
SILICON VALLEY BANK
– default under agreements between Borrower and Bank.
BORROWER: TRANSGENOMIC, INC., a Delaware corporation
By /s/ Mitchell L. Murphy
-----------------------------------------
Title VP, Secretary & Treasurer
------------------------------------------
BANK: SILICON VALLEY BANK
By /s/ Illegible
----------------------------------
Title Vice President
-----------------------------------
Effective Date: 6-17-2003
------------------------
{Page}
EXHIBIT A
The Collateral consists of all of Borrower's
_____________
SILICON VALLEY BANK
– claims,
rights and interests in any of the above and all substitutions for, additions
and accessions to and proceeds thereof.
{Page}
EXHIBIT "B"
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
COMPLIANCE CERTIFICATE
I, as authorized officer of Transgenomic, Inc. ("Borrower") certify under the
Accounts Receivable Financing Agreement (the "Agreement")
_____________
Silicon Valley Bank – DIVISION
COMPLIANCE CERTIFICATE
I, as authorized officer of Transgenomic, Inc. ("Borrower") certify under the
Accounts Receivable Financing Agreement (the "Agreement") between Borrower and
Silicon Valley Bank ("Bank") as follows.
BORROWER REPRESENTS AND WARRANTS FOR EACH FINANCED RECEIVABLE:
Borrower is the owner of the Financed Receivable with legal right
_____________
dt 127007
;
|
Transgenomic
As referenced in this Accounts Receivable Financing Agreement:
Transgenomic, Inc. – SPECIALTY FINANCE DIVISION
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of the Effective Date is between Silicon Valley Bank, Specialty Finance Division
("Bank"), and Transgenomic, Inc. , a Delaware corporation, ("Borrower"), whose
address is 12325 Emmet St., Omaha, Nebraska 68164 and with a FAX number of
402-452-5447.
1. DEFINITIONS. In this Agreement:
"Account Debtor"
_____________
TRANSGENOMIC, INC. – between Borrower and Bank secures Borrower's
Obligations under this Agreement and (b) a default by Borrower under this
Agreement is a default under agreements between Borrower and Bank.
BORROWER: TRANSGENOMIC, INC. , a Delaware corporation
By /s/ Mitchell L. Murphy
-----------------------------------------
Title VP, Secretary & Treasurer
------------------------------------------
BANK: SILICON VALLEY BANK
By /s/ Illegible
----------------------------------
Title Vice President
-----------------------------------
Effective Date: 6-17-2003
------------------------
{Page}
EXHIBIT
_____________
Transgenomic, Inc. – of the above and all substitutions for, additions
and accessions to and proceeds thereof.
{Page}
EXHIBIT "B"
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
COMPLIANCE CERTIFICATE
I, as authorized officer of Transgenomic, Inc. ("Borrower") certify under the
Accounts Receivable Financing Agreement (the "Agreement") between Borrower and
Silicon Valley Bank ("Bank") as follows.
BORROWER REPRESENTS AND WARRANTS FOR EACH FINANCED RECEIVABLE:
Borrower is
_____________
Transgenomic, Inc. – undersigned has an interest as owner and landlord in the following
described real property (the "Real Property"): SEE ATTACHMENT 1 ATTACHED HERETO
FOR FULL LEGAL DESCRIPTION, commonly known as:
(b) Transgenomic, Inc. , a Delaware corporation, ("Borrower"), has entered
into or will enter into an Accounts Receivable Financing Agreement with Silicon
Valley Bank ("Bank") dated as of the Effective Date (as defined
_____________
dt 1458339
;
Transgenomic
As referenced in this Accounts Receivable Financing Agreement:
Transgenomic, Inc. – SPECIALTY FINANCE DIVISION
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of the Effective Date is between Silicon Valley Bank, Specialty Finance Division
("Bank"), and Transgenomic, Inc. , a Delaware corporation, ("Borrower"), whose
address is 12325 Emmet St., Omaha, Nebraska 68164 and with a FAX number of
402-452-5447.
1. DEFINITIONS. In this Agreement:
"Account Debtor"
_____________
TRANSGENOMIC, INC. – between Borrower and Bank secures Borrower's
Obligations under this Agreement and (b) a default by Borrower under this
Agreement is a default under agreements between Borrower and Bank.
BORROWER: TRANSGENOMIC, INC. , a Delaware corporation
By /s/ Mitchell L. Murphy
-----------------------------------------
Title VP, Secretary & Treasurer
------------------------------------------
BANK: SILICON VALLEY BANK
By /s/ Illegible
----------------------------------
Title Vice President
-----------------------------------
Effective Date: 6-17-2003
------------------------
{Page}
EXHIBIT
_____________
Transgenomic, Inc. – of the above and all substitutions for, additions
and accessions to and proceeds thereof.
{Page}
EXHIBIT "B"
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
COMPLIANCE CERTIFICATE
I, as authorized officer of Transgenomic, Inc. ("Borrower") certify under the
Accounts Receivable Financing Agreement (the "Agreement") between Borrower and
Silicon Valley Bank ("Bank") as follows.
BORROWER REPRESENTS AND WARRANTS FOR EACH FINANCED RECEIVABLE:
Borrower is
_____________
Transgenomic, Inc. – undersigned has an interest as owner and landlord in the following
described real property (the "Real Property"): SEE ATTACHMENT 1 ATTACHED HERETO
FOR FULL LEGAL DESCRIPTION, commonly known as:
(b) Transgenomic, Inc. , a Delaware corporation, ("Borrower"), has entered
into or will enter into an Accounts Receivable Financing Agreement with Silicon
Valley Bank ("Bank") dated as of the Effective Date (as defined
_____________
dt 1458354
|
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| 1997 |
Company Pledge Agreement
Company Pledge Agreement (31K)
Doc #116547: Click preview link for longer preview.
COMPANY PLEDGE AGREEMENT
This COMPANY PLEDGE AGREEMENT (this "Agreement"),
dated as of April 18, 1997, is between DEL MONTE CORPORATION, a
New York corporation (the "Pledgor"), and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as
administrative agent for the Lender Parties referred to below (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement dated as of
even date herewith (as amended, supplemented, restated or
otherwise modified from time to time, the "Credit Agreement")
among the Pledgor, various financial institutions (such financial
institutions, together with their respective successors and
assigns, collectively the "Lenders" and individually each a
"Lender"), the Administrative Agent, Bankers Trust Company, as
documentation agent, and The First National Bank of Boston,
Citicorp USA, Inc., General Electric Capital Corporation and The
Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency, as
co-agents, the Lenders have agreed to make available to the
Pledgor term loans and a revolving credit facility with a letter
of credit subfacility;
WHEREAS, the obligations of the Pledgor and the other
Obligors under the Credit Agreement and the other Loan Documents
are to be secured pursuant to this Agreement; and
WHEREAS, it is a condition precedent to the making of
loans and the issuance of letters of credit under the Credit
Agreement that the Pledgor execute and deliver this Agreement.
NOW, THEREFORE, for and in consideration of any loan,
advance or other financial accommodation heretofore or hereafter
made to the Pledgor under or in connection with the Credit
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. When used herein, the following terms
have the following meanings (such meanings to be applicable to both
the singular and plural forms of such terms):
Collateral - see Section 2.
Default means the occurrence of: (a) any Unmatured Event
of Default under subsection 9.1(f) or (g) of the Credit
Agreement; or (b) any Event of Default.
Issuer means the issuer of any of the shares of stock
or other securities representing all or any of the
Collateral.
116547
|
GE Capital
As referenced in this Company Pledge Agreement:
General Electric Capital Corp – individually each a
"Lender"), the Administrative Agent, Bankers Trust Company, as
documentation agent, and The First National Bank of Boston,
Citicorp USA, Inc., General Electric Capital Corp oration and The
Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency, as
co-agents, the Lenders have agreed to make available
_____________
dt 100985
;
Citicorp USA
As referenced in this Company Pledge Agreement:
Citicorp USA, Inc – the "Lenders" and individually each a
"Lender"), the Administrative Agent, Bankers Trust Company, as
documentation agent, and The First National Bank of Boston,
Citicorp USA, Inc ., General Electric Capital Corporation and The
Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency, as
co-agents, the Lenders have
_____________
dt 164946
;
Del Monte Foods
As referenced in this Company Pledge Agreement:
DEL MONTE FOODS CO –
DEL MONTE FOODS CO
_____________
dt 1851371
;
|
BofA
As referenced in this Company Pledge Agreement:
BANK OF AMERICA
– April 18, 1997, is between DEL MONTE CORPORATION, a
New York corporation (the "Pledgor"), and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as
administrative agent for the Lender
BANK OF AMERICA – written
above.
DEL MONTE CORPORATION
By: /s/ Jon W. Graves
----------------------------
Title: Assistant Treasurer
9
{PAGE}
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By: /s/ Eric A. Schubert
----------------------------
Title: Managing
dt 39682
;
Bankers Trust
As referenced in this Company Pledge Agreement:
Bankers Trust – respective successors and
assigns, collectively the "Lenders" and individually each a
"Lender"), the Administrative Agent, Bankers Trust Company, as
documentation agent, and The First National Bank of Boston,
Citicorp USA, Inc., General
dt 44175
;
More... |
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| 2003 |
Continuing Guaranty
Continuing Guaranty (32K)
Doc #113446: Click preview link for longer preview.
CONTINUING GUARANTY
THIS CONTINUING GUARANTY (this "Guaranty") made and entered as of March
_____, 2003 by TORCH OFFSHORE, INC., a corporation organized and existing under
the laws of the State of Delaware (hereinafter referred to as "Guarantor"), in
favor of GENERAL ELECTRIC CAPITAL CORPORATION ("Lender"), guarantying the
Indebtedness (as hereinafter defined) of TORCH OFFSHORE, L.L.C. (the
"Borrower").
SECTION 1. Continuing Guaranty of Borrower's Indebtedness. Guarantor
hereby, jointly and severally, absolutely and unconditionally agrees to, and by
these presents does hereby, jointly and severally, irrevocably guarantee the
full and punctual payment, performance and satisfaction of any and all
indebtedness, liabilities and obligations that Borrower may now and/or in the
future owe to and/or incur in favor of Lender, or any successor or transferee
thereof, under or pursuant to that certain Loan Agreement of even date herewith
(the "Loan Agreement") among the Borrower, Lender, and the Guarantor, including,
without limitation, any and all indebtedness, liabilities and obligations of the
Borrower to Lender under and pursuant to all of the Debt Documents (as such term
is defined in the Loan Agreement), whether said indebtedness, liabilities or
obligations are liquidated or unliquidated, now existing or hereafter arising,
including without limitation, all principal, interest, deferral and delinquency
charges, costs and attorneys' fees, and under and pursuant to all amendments,
supplements, renewals and restatements to any such documents (collectively, the
"Indebtedness"). Guarantor hereby further agrees that its guarantee may not be
revoked in whole or in part. Capitalized terms used in this Guaranty and not
defined herein shall have the meaning given to such terms in the Loan Agreement.
SECTION 2. Joint, Several and Solidary Liability. Guarantor further
agrees that its obligations and liabilities for the full and punctual payment,
performance and satisfaction of all the Indebtedness shall be on a "joint and
several" and "solidary" basis along with Borrower to the same degree and extent
as if Guarantor had been and/or will be a co-borrower, co-principal obligor
and/or co-maker of all of the Indebtedness. In the event that there is more than
one guarantor under this Guaranty, or in the event that there are other
guarantors, endorsers or sureties of all or any portion of the Indebtedness,
Guarantor's obligations and liabilities hereunder shall be on a "joint and
several" and "solidary" basis along with such other guarantor or guarantors,
endorsers and/or sureties.
SECTION 3. Duration; Cancellation of Guaranty. This Guaranty and
Guarantor's obligations and liabilities hereunder shall remain in full force and
effect until such time as each and every Indebtedness of Borrower shall be paid,
performed and/or satisfied in full, in principal, interest, costs and attorneys'
fees, or until such time as this Guaranty may be canceled or otherwise
113446
|
GE Capital
As referenced in this Continuing Guaranty:
GENERAL ELECTRIC CAPITAL CORP – OFFSHORE, INC., a corporation organized and existing under
the laws of the State of Delaware (hereinafter referred to as "Guarantor"), in
favor of GENERAL ELECTRIC CAPITAL CORP ORATION ("Lender"), guarantying the
Indebtedness (as hereinafter defined) of TORCH OFFSHORE, L.L.C. (the
"Borrower").
SECTION 1. Continuing Guaranty of Borrower's
_____________
dt 100980
;
Torch Offshore
As referenced in this Continuing Guaranty:
TORCH OFFSHORE INC –
TORCH OFFSHORE INC
_____________
TORCH OFFSHORE, INC. –
EX-10.23
5
CONTINUING GUARANTY
THIS CONTINUING GUARANTY (this "Guaranty") made and entered as of March
_____, 2003 by TORCH OFFSHORE, INC. , a corporation organized and existing under
the laws of the State of Delaware (hereinafter referred to as "Guarantor"), in
favor of GENERAL ELECTRIC CAPITAL CORPORATION ("Lender"), guarantying the
Indebtedness (
_____________
TORCH OFFSHORE, INC. – RELATED TO THIS GUARANTY.
-9-
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty in favor
of Lender effective as of the day and year first above written.
WITNESS: TORCH OFFSHORE, INC.
By:
----------------------------------- -------------------------------------
-------------------------------
Its:
------------------------
-----------------------------------
-10-
_____________
dt 1848703
;
|
Torch Offshore
As referenced in this Continuing Guaranty:
TORCH OFFSHORE, INC. – p class=MsoNormal>
{DOCUMENT}
{TYPE}EX-10.23
{SEQUENCE}5
{PAGE}
CONTINUING GUARANTY
THIS CONTINUING GUARANTY (this "Guaranty") made and entered as of March
_____, 2003 by TORCH OFFSHORE, INC. , a corporation organized and existing under
the laws of the State of Delaware (hereinafter referred to as "Guarantor"), in
favor of GENERAL ELECTRIC CAPITAL CORPORATION ("Lender"), guarantying the
Indebtedness (
_____________
TORCH OFFSHORE, INC. – RELATED TO THIS GUARANTY.
-9-
{PAGE}
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty in favor
of Lender effective as of the day and year first above written.
WITNESS: TORCH OFFSHORE, INC.
By:
----------------------------------- -------------------------------------
-------------------------------
Its:
------------------------
-----------------------------------
-10-
_____________
dt 1440812
|
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| 2003 |
Contribution Agreement
Contribution Agreement (165K)
Doc #176580: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
Dated as of September 6, 2002
by and among
AlbaHealth, LLC,
a Delaware limited liability company,
Alba-Waldensian, Inc.,
a Delaware corporation,
Encompass Group, L.L.C.,
a Delaware limited liability company,
and
General Electric Capital Corporation,
a Delaware corporation
================================================================================
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
----
{S} {C}
ARTICLE I DEFINITIONS 2
Section 1.1. Definitions........................................................................2
Section 1.2. Interpretation....................................................................10
ARTICLE II CONTRIBUTION OF ASSETS; ASSUMPTION OF LIABILITIES............................................10
Section 2.1. Alba Contribution.................................................................10
Section 2.2. Assumption of Certain Liabilities and Obligations.................................12
Section 2.3. Encompass Contribution and GE Contribution........................................13
Section 2.4. Working Capital Adjustment........................................................13
Section 2.5. Closing Date Balance Sheet........................................................14
ARTICLE III THE CLOSING.................................................................................16
Section 3.1. Closing Date......................................................................16
Section 3.2. Transactions To Be Effected At the Closing........................................16
ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATING TO ALBA..............................................16
Section 4.1. Alba's Organization; Good Standing; Sufficiency of Assets.........................16
Section 4.2. Authority; Execution and Delivery.................................................17
Section 4.3. Consents; No Violation, Etc.......................................................17
Section 4.4. Financial Statements; Absence of Undisclosed Liabilities..........................18
Section 4.5. Title to Alba Contributed Assets..................................................18
Section 4.6. Real Property.....................................................................18
Section 4.7. Intellectual Property.............................................................18
Section 4.8. Accounts Receivable...............................................................19
Section 4.9. Absence of Certain Changes or Events..............................................19
Section 4.10. Employee Benefit Plans............................................................19
Section 4.11. Litigation........................................................................19
Section 4.12. Compliance with Laws..............................................................20
Section 4.13. Contracts.........................................................................20
Section 4.14. Environmental Matters.............................................................21
Section 4.15. Tax Matters.......................................................................22
Section 4.16. Insurance.........................................................................22
Section 4.17. Employees.........................................................................22
Section 4.18. No Brokers........................................................................23
Section 4.19. Assumed Liabilities...............................................................23
Section 4.20. Investment Intention..............................................................24
Section 4.21. Full Disclosure...................................................................25
ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO ENCOMPASS..........................................25
Section 5.1. Encompass' Organization; Good Standing............................................25
Section 5.2. Authority; Execution and Delivery.................................................25
Section 5.3. Consents; No Violations, Etc......................................................25
Section 5.4. Litigation........................................................................26
Section 5.5. No Brokers........................................................................26
Section 5.6. Availability of Funds.............................................................26
{/TABLE}
i
{PAGE}
{TABLE}
{CAPTION}
{S} {C}
Section 5.7. Investment Intention..............................................................26
Section 5.8. No Knowledge of Misrepresentations or Omissions...................................26
ARTICLE VI REPRESENTATIONS AND WARRANTIES RELATING TO GE CAPITAL........................................27
Section 6.1. GE Capital's Organization; Good Standing..........................................27
Section 6.2. Authority; Execution and Delivery.................................................27
Section 6.3. Consents; No Violations, Etc......................................................27
Section 6.4. Litigation........................................................................27
Section 6.5. No Brokers........................................................................28
Section 6.6. Availability of Funds.............................................................28
Section 6.7. Investment Intention..............................................................28
ARTICLE VII CERTAIN COVENANTS AND AGREEMENTS............................................................28
Section 7.1. Covenants of Alba Relating to Conduct of the Business.............................28
Section 7.2. Encompass' Access to Information..................................................29
Section 7.3. Nondisclosure; Noncompetition.....................................................29
Section 7.4. Legal Conditions to Closing.......................................................31
Section 7.5. Employee Matters..................................................................31
Section 7.6. Collection of Receivables.........................................................34
Section 7.7. Expenses..........................................................................34
Section 7.8. Financial Information.............................................................34
Section 7.9. Bulk Transfer Laws................................................................35
Section 7.10. No Additional Representations.....................................................35
Section 7.11. Certain Financial Transactions....................................................35
Section 7.12. Tax Classification................................................................35
ARTICLE VIII CONDITIONS PRECEDENT.......................................................................35
Section 8.1. Conditions to Each Party's Obligations............................................35
Section 8.2. Conditions to Obligations of Encompass............................................36
Section 8.3. Conditions to the Obligations of Alba.............................................37
ARTICLE IX DELIVERIES AT CLOSING........................................................................37
Section 9.1. Deliveries by Alba at the Closing.................................................37
Section 9.2. Deliveries by Encompass at the Closing............................................38
Section 9.3. Deliveries by GE Capital at the Closing...........................................38
Section 9.4. Deliveries by the Company at the Closing..........................................38
ARTICLE X TERMINATION, AMENDMENT AND WAIVER.............................................................39
Section 10.1. Termination.......................................................................39
Section 10.2. Amendments and Waivers............................................................40
ARTICLE XI INDEMNIFICATION..............................................................................40
Section 11.1. Indemnification by Alba...........................................................40
Section 11.2. Indemnification by Encompass......................................................41
Section 11.3. Indemnification by GE Capital.....................................................42
Section 11.4. Indemnification by the Company....................................................42
Section 11.5. Losses Net of Insurance, etc......................................................43
Section 11.6. Termination of Indemnification....................................................43
Section 11.7. Procedure.........................................................................43
{/TABLE}
ii
{PAGE}
{TABLE}
{CAPTION}
{S} {C}
ARTICLE XII GENERAL PROVISIONS..........................................................................44
Section 12.1. Notices...........................................................................44
Section 12.2. Headings..........................................................................46
Section 12.3. Survival of Representations and Warranties........................................46
Section 12.4. Severability......................................................................46
Section 12.5. Counterparts......................................................................47
Section 12.6. Entire Agreement; No Third Party Beneficiaries....................................47
Section 12.7. Governing Law.....................................................................47
Section 12.8. Jurisdiction......................................................................47
Section 12.9. Waiver of Jury Trial..............................................................48
Section 12.10. Specific Performance..............................................................48
Section 12.11. Publicity.........................................................................48
Section 12.12. Assignment........................................................................48
Section 12.13. Recitals..........................................................................49
APPENDIX
A Description of the Facility..........................................................A-1
EXHIBIT
A Operating Agreement..................................................................A-1
B Put Option Agreement.................................................................B-1
C License Agreement....................................................................C-1
D Patent Assignment....................................................................D-1
E Trademark Assignment.................................................................E-1
F Administrative Services Agreement....................................................F-1
G Sales and Marketing Agreement........................................................G-1
H Purchase and Supply Agreement........................................................H-1
I Key Manager Agreement................................................................I-1
SCHEDULES
Schedule I Initial Unit Ownership
Schedule II Permitted Liens
Schedule III Disclosure Schedules
Schedule 1.1 Business Accounts Receivable
Schedule 1.2 Business Equipment
Schedule 2.4 Illustration of Net Book Value Calculation
Schedule 4.3 Consents and Approvals
Schedule 4.4 Financial Statements
Schedule 4.5 Title to Alba Contributed Assets
Schedule 4.7(a) Disputes Relating to Business Intellectual Property
Schedule 4.7(b) Business Intellectual Property
Schedule 4.9 Material Changes or Events
Schedule 4.10 Employee Benefit Plans
Schedule 4.11 Litigation
Schedule 4.12 Compliance with Applicable Laws
Schedule 4.13 Contracts
{/TABLE}
iii
{PAGE}
{TABLE}
{CAPTION}
{S} {C}
Schedule 4.14 Environmental Matters
Schedule 4.16 Insurance
Schedule 4.17 Employees
Schedule 5.3 Encompass Consents and Approvals
Schedule 6.3 GE Capital Consents and Approvals
Schedule 7.1 Conduct of the Business Before Closing
Schedule 7.5(a) Contributed Employees
Schedule 7.5(b) Position, Compensation and Benefits of Contributed Employees
Schedule 7.5(c) Employment and Severance Agreements
{/TABLE}
iv
{PAGE}
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT, dated as of September 6, 2002 (as the same may
be amended or modified from time to time, this "Agreement"), is by and among
AlbaHealth, LLC, a Delaware limited liability company (the "Company"),
Alba-Waldensian, Inc., a Delaware corporation ("Alba"), Encompass Group, L.L.C.,
a Delaware limited liability company ("Encompass"), and General Electric Capital
Corporation, a Delaware corporation ("GE Capital").
WHEREAS, Alba's "Health Products Division" manufactures and sells certain
healthcare products, including anti-embolism stockings and compression therapy
systems, sterile wound dressings, non-adhering dressings and gauze strips,
dressing retainers, diabetic socks and slip resistant footwear (collectively,
the "Products," and as an operating-concern, the "Business");
WHEREAS, Alba, Encompass and GE Capital desire to enter into a joint
venture pursuant to which the Company will, among other things, operate the
Business;
WHEREAS, in order to effectuate such joint venture, on the Closing Date,
each of the Company, Alba, Encompass and GE Capital shall execute the Limited
Liability Company Agreement in the form attached hereto as EXHIBIT A (the
"Operating Agreement"), pursuant to the terms and conditions thereof, the
business and affairs of the Company shall be managed;
WHEREAS, in connection with the transactions contemplated by this
Agreement, each of the Company, Alba, Encompass and GE Capital shall, on the
Closing Date, execute the Put Option Agreement in the form attached hereto as
EXHIBIT B (the "Put Option Agreement");
WHEREAS, in order to facilitate the operation of the Business by the
Company, each of the Company and Alba shall, on the Closing Date, execute the
License Agreement in the form attached hereto as EXHIBIT C (the "License
Agreement"), the Patent Assignment in the form attached hereto as EXHIBIT D (the
"Patent Assignment"), the Trademark Assignment in the form attached hereto as
EXHIBIT E (the "Trademark Assignment") and the General Administrative Services
Agreement in the form attached hereto as EXHIBIT F (the "Administrative Services
Agreement"), and each of the Company and Encompass shall, on the Closing Date,
execute the Sales and Marketing Agreement in the form attached hereto as EXHIBIT
G (the "Sales and Marketing Agreement"), and the Purchase and Supply Agreement
in the form attached hereto as EXHIBIT H (the "Purchase and Supply Agreement"
and, together with all of the aforementioned agreements, the "Basic
Agreements");
WHEREAS, as of the date hereof, each of Jeff Hale and Keith Fox have
executed employment agreements in substantially the form attached hereto as
EXHIBIT I (the "Key Manager Agreements");
{PAGE}
WHEREAS, on the Closing Date Alba will, among other things, contribute the
Alba Contributed Assets (subject to the Assumed Liabilities) to the capital of
the Company in exchange for 48.325% of the Membership Interests;
WHEREAS, on the Closing Date Encompass will, among other things, contribute
cash in the amount set forth herein to the capital of the Company in exchange
for 48.325% of the Membership Interests; and
WHEREAS, on the Closing Date GE Capital will, among other things,
contribute cash in the amount set forth herein to the capital of the Company in
exchange for 3.35% of the Membership Interests.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. DEFINITIONS. As used in this Agreement, the following terms
shall have the meanings set forth below:
"Administrative Services Agreement" shall have the meaning given such term
in the Recitals.
"Affiliate" means, with respect to any specified person, any other person
that directly, through one or more intermediaries, Controls, is Controlled by,
or is under common Control with, such specified person.
"Alba" shall have the meaning given such term in the Recitals.
"Alba Benefit Plans" shall have the meaning given such term in Section
4.10.
"Alba Contributed Assets" shall have the meaning given such term in Section
2.1(a).
"Alba Contribution" shall have the meaning given such term in Section 2.1.
"Alba 401(k) Plan" shall have the meaning given such term in Section
7.5(f).
"AlbaHealth Credit Agreement" means the Credit Agreement, dated September
6, 2002, by and among the Company, the lenders thereto from time to time and GE
Capital, as agent and lender.
176580
|
Tefron
As referenced in this Contribution Agreement:
Tefron Ltd – representatives by Alba pursuant to this Agreement is subject to
the terms of the Amended and Restated Non-Disclosure Agreement by and among
Tefron Ltd . ("Tefron"), Alba, Encompass, and the Company, dated September 6,
2002 (the "Non-Disclosure Agreement"), which terms are incorporated herein by
reference.
Section
_____________
Tefron Ltd – Avenue S.W.
Valdese, North Carolina 28690
Attention: Dan Mesika
Facsimile: (828) 879-6595
with a copy (which shall not constitute notice) to:
Tefron Ltd .
28 Chida Street
Bnei Brak 51371 Israel
Attention: Yosef Shiran
Facsimile: (972) 3-579-8715
Dewey Ballantine LLP
1301 Avenue of the
_____________
TEFRON LTD – INC. GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Dan Mesika By: /s/
------------------------------- ----------------------------------
Name: Name:
Title: Title:
Solely for purposes of Section 7.3(e)
TEFRON LTD .
By: /s/ Yosef Shiran
-------------------------------
Name:
Title:
By: /s/ Gil Rozen
-------------------------------
Name:
Title:
50
{PAGE}
APPENDIX A
DESCRIPTION OF THE FACILITY
425 North
_____________
dt 221093
;
BNY
As referenced in this Contribution Agreement:
Bank of New York, – a).
"Alba Lenders" shall mean Bank Hapoalim B.M., New York Branch, and Israeli
Discount Bank of New York, together with their successors and assigns.
"Alba Material Adverse Effect" shall mean an effect
dt 42528
;
|
 Dewey Ballantine
As referenced in this Contribution Agreement:
Dewey Ballantine – closing of the Contribution (hereinafter
called the "Closing") shall take place at the offices of Dewey Ballantine LLP,
1301 Avenue of the Americas, New York, New York 10019, on the third (
Dewey Ballantine – of the foregoing, Tefron and/or
Alba shall pay all fees, costs and expenses of Dewey Ballantine LLP, and
Encompass shall pay all fees, costs and expenses of Winthrop & Weinstein, P.
Dewey Ballantine – 28 Chida Street
Bnei Brak 51371 Israel
Attention: Yosef Shiran
Facsimile: (972) 3-579-8715
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019
Attention: Morton A. Pierce,
dt 35707
;
Paul Hastings
As referenced in this Contribution Agreement:
Paul, Hastings – Peter DiBiasi
Facsimile: (203) 229-1955
with a copy (which shall not constitute notice) to:
Paul, Hastings , Janofsky & Walker LLP
1055 Washington Boulevard
Stamford, Connecticut 06901
Attention: Mario Ippolito, Esq.
Facsimile: (
dt 32889
;
More... |
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| 2002 |
Copyright Security Agreement
Copyright Security Agreement (8K)
Doc #128927: Click preview link for longer preview.
COPYRIGHT SECURITY AGREEMENT
----------------------------
(Global Network Assets, LLC)
THIS COPYRIGHT SECURITY AGREEMENT ("Agreement") is between Global
Network Assets, LLC, a Delaware limited liability company ("Debtor"), and
General Electric Capital Corporation, a Delaware corporation, as Agent for
itself and other Lessors from time to time party to the Restated Lease Agreement
as defined below (in such capacity, together with its successors and assigns in
such capacity, "Secured Party"), and as Lessor pursuant to that certain Amended
and Restated Lease Agreement dated as of March 8, 2002 (as the same may be
amended, modified, supplemented, renewed, extended or restated from time to
time, the "Restated Lease Agreement") among Savvis Communications Corporation, a
Delaware corporation, and Secured Party.
R E C I T A L S:
----------------
A. Debtor and Secured Party have entered into that certain Security
Agreement dated as of March 18, 2002 (as the same may be amended, modified,
supplemented, renewed, extended or restated from time to time, the "Security
Agreement"; all terms defined in the Security Agreement, wherever used herein,
shall have the same meanings herein as are prescribed by the Security
Agreement).
B. Pursuant to the terms of the Security Agreement, Debtor has granted
to Secured Party a lien and security interest in all General Intangibles of
Debtor including, without limitation, all of Debtor's right, title, and interest
in, to and under all now owned and hereafter acquired Copyrights and Copyright
Licenses, and all products and Proceeds thereof, to secure the payment of the
Obligations (as defined in the Restated Lease Agreement).
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor hereby grants to Secured
Party a lien and continuing security interest in all of Debtor's right, title,
and interest in, to, and under the following (all of the following items or
types of Property being herein collectively referred to as the "Copyright
Collateral"), whether presently existing or hereafter created or acquired, and
such grant insofar as it applies to Collateral covered by the Master Lease
Agreement (as defined in the Restated Lease Agreement), is in confirmation of
the existing and continuing Lien and security interest granted under the Master
Lease Agreement:
128927
|
GE Capital
As referenced in this Copyright Security Agreement:
General Electric Capital Corp – AGREEMENT
----------------------------
(Global Network Assets, LLC)
THIS COPYRIGHT SECURITY AGREEMENT ("Agreement") is between Global
Network Assets, LLC, a Delaware limited liability company ("Debtor"), and
General Electric Capital Corp oration, a Delaware corporation, as Agent for
itself and other Lessors from time to time party to the Restated Lease Agreement
as defined
_____________
GENERAL ELECTRIC CAPITAL CORP – DEBTOR:
-------
GLOBAL NETWORK ASSETS, LLC,
a Delaware limited liability company
By: /s/ David J. Frear
---------------------------------
Name: David J. Frear
Title: President
SECURED PARTY:
--------------
GENERAL ELECTRIC CAPITAL CORP ORATION,
a Delaware corporation, as Agent
By: /s/ Robert Wotten
---------------------------------
Name: Robert Wotten
Title: Vice President
COPYRIGHT SECURITY AGREEMENT (Global Network Assets, LLC) -
_____________
General Electric Capital
Corp – Connecticut )
)
COUNTY OF Fairfield )
This instrument was acknowledged before me this 15th day of
March, 2002, by Robert Wotten, as Vice President of General Electric Capital
Corp oration, a Delaware corporation, as Agent, on behalf of such corporation.
/s/ Delythe Eugenie Lowry
-------------------------------------
{Seal} Notary Public in and for the State
_____________
dt 101005
;
Global Network Assets, LLC;
| SAVVIS Communications Corp.
|
| Preview
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| 2003 |
Copyright Security Agreement [Amended and Restated]
Copyright Security Agreement [Amended and Restated] (8K)
Doc #155676: Click preview link for longer preview.
AMENDED AND RESTATED
COPYRIGHT SECURITY AGREEMENT
AMENDED AND RESTATED COPYRIGHT SECURITY AGREEMENT, dated as of January
22, 2003, among FINLAY FINE JEWELRY CORPORATION, a Delaware corporation
("Borrower"), FINLAY JEWELRY, INC., a Delaware corporation, ("Finlay") , Finlay
Merchandising & Buying, Inc., a Delaware corporation ("Finlay Merchandising")
and eFinlay, Inc., a Delaware corporation ("eFinlay"); (Borrower, Finlay, Finlay
Merchandising and eFinlay are sometimes collectively referred to herein as
"Grantors" and individually as a "Grantor"), in favor of GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for
Lenders.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");
WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as of May 26, 1993 (as
amended, the "Borrower Copyright Agreement"), in favor of the Agent;
WHEREAS, Finlay is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as of May 26, 1993 (as
amended, the "Finlay Copyright Agreement", together with the Borrower Trademark
Agreement, the "Existing Copyright Agreements"), in favor of the Agent;
WHEREAS, the Borrower, the Parent, the Lenders and the Agent have
agreed to amend and restate the Existing Credit Agreement on terms set forth in
the Second Amended and Restated Credit Agreement, dated as of the date hereof
(including all annexes, exhibits and schedules thereto, as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
among the Borrower, the Parent, the Lenders, the Agent and Fleet Precious
Metals, Inc., as Documentation Agent, pursuant to which the Lenders have agreed
to continue to make secured revolving credit advances to the Borrower from time
to time;
WHEREAS, the Borrower and the Agent have agreed to amend and restate
the Existing Copyright Agreements to permit the foregoing on the terms set forth
in this Agreement;
WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities under the Existing
Copyright Agreements or evidence payment of all or any of such obligations and
liabilities, that this Agreement amend and restate in its entirety the Existing
Copyright Agreements, and that from and after the effectiveness of this
agreement the Existing Copyright Agreements be of no further force or effect
except as to
(C) Copyright 2002. All rights reserved.
{PAGE}
evidence the granting of the liens thereunder, the incurrence of the obligations
of the parties thereto and the representations and warranties made thereunder;
WHEREAS, Agent and Lenders are willing to make secured revolving credit
advances to the Borrower and to incur Letter of Credit Obligations as provided
for in the Credit Agreement, but only upon the condition, among others, that
each Grantor shall have executed and delivered to Agent, for itself and the
ratable benefit of Lenders, that certain Amended and Restated Security Agreement
dated as of the date herewith (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Security Agreement");
WHEREAS, pursuant to the Security Agreement, each Grantor is required
to execute and deliver to Agent, for itself and the ratable benefit of Lenders,
this Copyright Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:
155676
|
Finlay
As referenced in this Copyright Security Agreement [Amended and Restated]:
Finlay
Enterprises, Inc. – I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");
WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as
_____________
dt 1542427
;
Finlay
As referenced in this Copyright Security Agreement [Amended and Restated]:
Finlay
Enterprises, Inc. – I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");
WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as
_____________
dt 1444812
;
| Finlay Fine Jewelry Corporation;
Finlay Enterprises Inc /de
|
| Preview
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| 2003 |
Copyright Security Agreement [Amended and Restated]
Copyright Security Agreement [Amended and Restated] (8K)
Doc #155677: Click preview link for longer preview.
AMENDED AND RESTATED
COPYRIGHT SECURITY AGREEMENT
AMENDED AND RESTATED COPYRIGHT SECURITY AGREEMENT, dated as of January
22, 2003, among FINLAY FINE JEWELRY CORPORATION, a Delaware corporation
("Borrower"), FINLAY JEWELRY, INC., a Delaware corporation, ("Finlay") , Finlay
Merchandising & Buying, Inc., a Delaware corporation ("Finlay Merchandising")
and eFinlay, Inc., a Delaware corporation ("eFinlay"); (Borrower, Finlay, Finlay
Merchandising and eFinlay are sometimes collectively referred to herein as
"Grantors" and individually as a "Grantor"), in favor of GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for
Lenders.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");
WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as of May 26, 1993 (as
amended, the "Borrower Copyright Agreement"), in favor of the Agent;
WHEREAS, Finlay is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as of May 26, 1993 (as
amended, the "Finlay Copyright Agreement", together with the Borrower Trademark
Agreement, the "Existing Copyright Agreements"), in favor of the Agent;
WHEREAS, the Borrower, the Parent, the Lenders and the Agent have
agreed to amend and restate the Existing Credit Agreement on terms set forth in
the Second Amended and Restated Credit Agreement, dated as of the date hereof
(including all annexes, exhibits and schedules thereto, as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
among the Borrower, the Parent, the Lenders, the Agent and Fleet Precious
Metals, Inc., as Documentation Agent, pursuant to which the Lenders have agreed
to continue to make secured revolving credit advances to the Borrower from time
to time;
WHEREAS, the Borrower and the Agent have agreed to amend and restate
the Existing Copyright Agreements to permit the foregoing on the terms set forth
in this Agreement;
WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities under the Existing
Copyright Agreements or evidence payment of all or any of such obligations and
liabilities, that this Agreement amend and restate in its entirety the Existing
Copyright Agreements, and that from and after the effectiveness of this
agreement the Existing Copyright Agreements be of no further force or effect
except as to
(C) Copyright 2002. All rights reserved.
{PAGE}
evidence the granting of the liens thereunder, the incurrence of the obligations
of the parties thereto and the representations and warranties made thereunder;
WHEREAS, Agent and Lenders are willing to make secured revolving credit
advances to the Borrower and to incur Letter of Credit Obligations as provided
for in the Credit Agreement, but only upon the condition, among others, that
each Grantor shall have executed and delivered to Agent, for itself and the
ratable benefit of Lenders, that certain Amended and Restated Security Agreement
dated as of the date herewith (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Security Agreement");
WHEREAS, pursuant to the Security Agreement, each Grantor is required
to execute and deliver to Agent, for itself and the ratable benefit of Lenders,
this Copyright Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:
155677
|
Finlay
As referenced in this Copyright Security Agreement [Amended and Restated]:
Finlay
Enterprises, Inc. – I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");
WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as
_____________
dt 1542428
;
Finlay
As referenced in this Copyright Security Agreement [Amended and Restated]:
Finlay
Enterprises, Inc. – I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");
WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as
_____________
dt 1444813
;
| Finlay Jewelry, Inc.;
Finlay Fine Jewelry Corp
|
| Preview
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| 2003 |
Corporate Guaranty
Corporate Guaranty (12K)
Doc #167859: Click preview link for longer preview.
CORPORATE GUARANTY
Date: December 10, 2002
General Electric Capital Corporation
401 Merritt 7 Suite 23
Norwalk, CT 06851-1177
To induce you to enter into, purchase or otherwise acquire, now or at any time hereafter, any promissory notes, security agreements, chattel mortgages, pledge agreements, conditional sale contracts, lease agreements, and/or any other documents or instruments evidencing, or relating to, any lease, loan, extension of credit or other financial accommodation (collectively Account Documents and each an Account Document) to Cardiovascular Diagnostics, Inc., a corporation organized and existing under the laws of the State of North Carolina (Customer), but without in any way binding you to do so, the undersigned, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby guarantee to you, your successors and assigns, the due regular and punctual payment of any sum or sums of money which the Customer may owe to you now or at any time hereafter, whether evidenced by an Account Document, on open account or otherwise, and whether it represents principal, interest, rent, late charges, indemnities, an original balance, an accelerated balance, liquidated damages, a balance reduced by partial payment, a deficiency after sale or other disposition of any leased equipment, collateral or security, or any other type of sum of any kind whatsoever that the Customer may owe to you now or at any time hereafter, and does hereby further guarantee to you, your successors and assigns, the due, regular and punctual performance of any other duty or obligation of any kind or character whatsoever that the Customer may owe to you now or at any time hereafter (all such payment and performance obligations being collectively referred to as Obligations). Undersigned does hereby further guarantee to pay upon demand all losses, costs, attorneys fees and expenses which may be suffered by you by reason of Customers default or default of the undersigned.
This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). Nothing herein shall require you to first seek or exhaust any remedy against the Customer, its successors and assigns, or any other person obligated with respect to the Obligations, or to first foreclose, exhaust or otherwise proceed against any leased equipment, collateral or security which may be given in connection with the Obligations. It is agreed that you may, upon any breach or default of the Customer, or at any time thereafter, make demand upon the undersigned and receive payment and performance of the Obligations, with or without notice or demand for payment or performance by the Customer, its successors or assigns, or any other person. Suit may be brought and maintained against the undersigned, at your election, without joinder of the Customer or any other person as parties thereto. The obligations of each signatory to this Guaranty shall be joint and several.
The undersigned agrees that its obligations under this Guaranty shall be primary, absolute, continuing and unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of the undersigned): (a) the genuineness, validity, regularity and enforceability of the Account Documents or any other document; (b) any extension, renewal, amendment, change, waiver or other modification of the Account Documents or any other document; (c) the absence of, or delay in, any action to enforce the Account Documents, this Guaranty or any other document; (d) your failure or delay in obtaining any other guaranty of the Obligations (including, without limitation, your failure to obtain the signature of any other guarantor hereunder); (e) the release of, extension of time for payment or performance by, or any other indulgence granted to the Customer or any other person with respect to the Obligations by operation of law or otherwise; (f) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any leased equipment, collateral or security given in connection with the Obligations, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of the rights of the undersigned; (g) the Customers voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting the Customer or any of its assets; or (h) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.
167859
|
PharmaNetics
As referenced in this Corporate Guaranty:
PharmaNetics, Inc – to sign on behalf of such corporation and by so signing, to bind said guarantor corporation hereunder.
IN WITNESS WHEREOF, this Guaranty is executed the day and year above written.
PharmaNetics, Inc .
By:
/s/ James A. McGowan
(Signature)
Title:
CFO
(Officers Title)
ATTEST:
/s/ Paul Storey
Secretary/Assistant Secretary
_____________
dt 1444212
;
| Cardiovascular Diagnostics, Inc.
|
| Preview
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| 2004 |
Demand Note
Demand Note (2K)
Doc #192635: Click preview link for longer preview.
DEMAND NOTE
$25,000,000
January 29, 2004
For value received, the receipt and sufficiency of which are hereby acknowledged, THE THOMAS KINKADE COMPANY, a Delaware corporation (?Borrower?), formerly known as Main Street Acquisition Company, Inc., hereby promises to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (?Lender?), $25,000,000, or so much thereof as shall have been advanced by Lender, together with interest on the unpaid balance of such amount from the date of this Note.
Borrower intends to merge (the ?Merger?) . . .
192635
| |