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Subscribers | 2003 |
Spare Parts Security Agreement
Spare Parts Security Agreement (208K)
Doc #174374: Click preview link for longer preview.
SPARE PARTS SECURITY AGREEMENT
FROM
CONTINENTAL AIRLINES, INC.
TO
WILMINGTON TRUST COMPANY,
As Security Agent
Dated as of December 6, 2002
Floating Rate Secured Notes due 2007
{PAGE}
TABLE OF CONTENTS
PAGE
ARTICLE 1 - DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 DEFINITIONS.....................................................1
SECTION 1.02 RULES OF CONSTRUCTION...........................................1
ARTICLE 2 - SECURITY INTEREST
SECTION 2.01 GRANT OF SECURITY INTEREST......................................2
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
SECTION 3.01 ORGANIZATION; QUALIFICATION.....................................4
SECTION 3.02 CORPORATE AUTHORIZATION.........................................4
SECTION 3.03 NO VIOLATION....................................................5
SECTION 3.04 APPROVALS.......................................................5
SECTION 3.05 VALID AND BINDING AGREEMENTS....................................5
SECTION 3.06 REGISTRATION AND RECORDATION....................................5
SECTION 3.07 THE COMPANY'S LOCATION..........................................5
SECTION 3.08 COMPLIANCE WITH LAWS............................................6
SECTION 3.09 BROKER'S FEES...................................................6
SECTION 3.10 SECTION 1110....................................................6
ARTICLE 4 - COVENANTS
SECTION 4.01 NOTICE OF CHANGE OF LOCATION....................................6
SECTION 4.02 USE, POSSESSION AND DESIGNATED LOCATIONS........................6
SECTION 4.03 PERMITTED SALE OR DISPOSITIONS..................................7
SECTION 4.04 CERTAIN ASSURANCES..............................................8
SECTION 4.05 INDENTURE OBLIGATIONS...........................................8
ARTICLE 5 - INSURANCE
SECTION 5.01 APPLICATION OF INSURANCE PROCEEDS...............................8
SECTION 5.02 APPLICATION OF PAYMENTS DURING EXISTENCE OF A SPECIAL DEFAULT
OR EVENT OF DEFAULT.............................................9
ARTICLE 6 - REMEDIES
SECTION 6.01 REMEDIES........................................................9
SECTION 6.02 APPLICATION OF PROCEEDS........................................11
SECTION 6.03 OBLIGATIONS OF COMPANY NOT AFFECTED BY REMEDIES................11
SECTION 6.04 REMEDIES CUMULATIVE............................................11
SECTION 6.05 DISCONTINUANCE OF PROCEEDINGS..................................12
{PAGE}
SECTION 6.06 WAIVER OF PAST DEFAULTS........................................12
SECTION 6.07 APPOINTMENT OF RECEIVER........................................12
SECTION 6.08 SECURITY AGENT AUTHORIZED TO EXECUTE BILLS OF SALE, ETC........12
ARTICLE 7 - CASH COLLATERAL
SECTION 7.01 MAINTAINING THE CASH COLLATERAL................................13
SECTION 7.02 INVESTING OF CASH COLLATERAL...................................13
SECTION 7.03 RELEASE OF CASH COLLATERAL.....................................14
ARTICLE 8 - SECURITY AGENT
SECTION 8.01 SECURITY AGENT.................................................14
ARTICLE 9 - MISCELLANEOUS
SECTION 9.01 TERMINATION....................................................15
SECTION 9.02 BENEFITS OF SECURITY AGREEMENT RESTRICTED......................15
SECTION 9.03 CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN; BASIS THEREFOR..............................15
SECTION 9.04 APPRAISER'S CERTIFICATE........................................15
SECTION 9.05 NOTICES; WAIVER................................................15
SECTION 9.06 AMENDMENTS, ETC................................................16
SECTION 9.07 NO WAIVER......................................................16
SECTION 9.08 CONFLICT WITH TRUST INDENTURE ACT OF 1939......................17
SECTION 9.09 SUCCESSORS AND ASSIGNS.........................................17
SECTION 9.10 GOVERNING LAW..................................................17
SECTION 9.11 EFFECT OF HEADINGS.............................................17
SECTION 9.12 COUNTERPART ORIGINALS..........................................17
SECTION 9.13 SEVERABILITY...................................................17
SECTION 9.14 SURVIVAL PROVISIONS............................................17
SECTION 9.15 BANKRUPTCY.....................................................18
APPENDIX I DEFINITIONS
EXHIBIT A FORM OF SUPPLEMENTAL SECURITY AGREEMENT (To Add
Designated Locations)
SCHEDULE 1 DESIGNATED LOCATIONS
{PAGE}
SPARE PARTS SECURITY AGREEMENT
SPARE PARTS SECURITY AGREEMENT, dated as of December 6, 2002, by and
between CONTINENTAL AIRLINES, INC., a Delaware corporation (the "COMPANY"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Security Agent
appointed pursuant to the Indenture (the "SECURITY AGENT").
RECITALS
WHEREAS, the Company, which is a certificated air carrier under Section
44705 of title 49 of the U.S. Code, the Trustee, the Policy Provider and the
Liquidity Provider have entered into the Indenture, providing for the issuance
of $200,000,000 aggregate principal amount of the Securities; and
WHEREAS, in order to secure the payment of the principal amount of and
interest on the Securities and all other Obligations of the Company under the
Indenture, the Securities and the other Operative Documents, the Company has
agreed to grant a security interest in certain Spare Parts, Appliances and other
Collateral, as provided for herein; and
WHEREAS, Schedule 1 to this Agreement specifically describes the locations
at which such Spare Parts and Appliances covered by the security interest of
this Agreement may be maintained by or on behalf of the Company, and Section
4.02(b) of this Agreement provides for the designation of additional locations
pursuant to Supplemental Security Agreements; and
WHEREAS, the Company and the Security Agent wish to set forth herein their
respective rights, liabilities and obligations with respect to the Spare Parts
Collateral.
NOW, THEREFORE, in consideration of the premises and other benefits to the
Company, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Security Agent agree as follows:
ARTICLE 1
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 DEFINITIONS. Capitalized terms used above or hereinafter and
not otherwise defined herein shall have the meanings ascribed to such terms in
Section 1 of the Definitions Appendix attached hereto as Appendix I, which shall
be part of this Security Agreement as if fully set forth in this place. Unless
otherwise defined in this Security Agreement or in Section 1 of the Definitions
Appendix, terms defined in Article 8 or 9 of the UCC as in effect in the State
of New York (the "NY UCC") are used in this Security Agreement as such terms are
defined in such Article 8 or 9.
SECTION 1.02 RULES OF CONSTRUCTION. The rules of construction for this
Security Agreement are set forth in Section 2 of the Definitions Appendix.
{PAGE}
ARTICLE 2
SECURITY INTEREST
SECTION 2.01 GRANT OF SECURITY INTEREST. To secure the prompt payment of
the principal amount of, interest on, and Premium, if any, and Break Amount, if
any, with respect to, all Securities from time to time outstanding under the
Indenture according to their tenor and effect, and the prompt payment of all
other amounts from time to time owing by the Company under, and the performance
and observance by the Company of all the agreements, covenants and provisions
contained in, the Indenture, the Securities, this Security Agreement and the
other Operative Documents (collectively, the "OBLIGATIONS"), for the benefit of
the Holders and each of the Indemnitees, and in consideration of the premises
and of the covenants herein contained, and of the acceptance of the Securities
by the Holders thereof, and for other good and valuable consideration the
receipt and adequacy whereof are hereby acknowledged, the Company has granted,
bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and
confirmed, and does hereby grant, bargain, sell, assign, transfer, convey,
mortgage, pledge and confirm, unto the Security Agent, its successors in trust
and assigns, for the security and benefit of, the Holders and each of the
Indemnitees, a first priority security interest in and mortgage lien on all
right, title and interest of the Company in, to and under the following
described property, rights and privileges, whether now owned or hereafter
acquired (which, collectively, together with all property hereafter specifically
subject to the Lien of this Security Agreement by the terms hereof or any
supplement hereto, are included within, and are referred to as, the "SPARE PARTS
COLLATERAL"), to wit:
(1) all Spare Parts and Appliances first placed in service after
October 22, 1994 and currently owned or hereafter acquired by the Company
that (a) are appropriate for incorporation in, installation on, attachment
or appurtenance to, or use in, (i) one or more of the following models of
Aircraft: a Boeing model 737-700, 737-800, 737-900, 757-200, 757-300,
767-200, 767-400 or 777-200 Aircraft; (ii) any Engine utilized on any such
Aircraft; or (iii) any other Qualified Spare Part, and (b) are not
appropriate for incorporation in, installation on, attachment or
appurtenance to, or use in, any other model of Aircraft currently operated
by the Company or any Engine utilized on any such other model of Aircraft
("QUALIFIED SPARE PARTS"), PROVIDED that the following shall be excluded
from the Lien of this Security Agreement: (w) any Spare Part or Appliance
so long as it is incorporated in, installed on, attached or appurtenant to,
or being used in, an Aircraft, Engine or Qualified Spare Part that is so
incorporated, installed, attached, appurtenant or being used; (x) any Spare
Part or Appliance that has been incorporated in, installed on, attached or
appurtenant to, or used in an Aircraft, Engine or Qualified Spare Part that
has been so incorporated, installed, attached, appurtenant or used, for so
long after its removal from such Aircraft or Engine as it remains owned by
a lessor or conditional seller of, or subject to a Lien applicable to, such
Aircraft or Engine; (y) the Excluded Parts; and (z) any Spare Part or
Appliance leased to, loaned to, or held on consignment by, the Company
(such Spare Parts and Appliances, giving effect to such exclusions, the
"PLEDGED SPARE PARTS");
174374
|
Continental
As referenced in this Spare Parts Security Agreement:
CONTINENTAL AIRLINES, –
{DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}6
{FILENAME}e706124ex4_4.txt
{DESCRIPTION}SPARE PARTS SECURITY AGREEMENT
{TEXT}
SPARE PARTS SECURITY AGREEMENT
FROM
CONTINENTAL AIRLINES, INC.
TO
WILMINGTON TRUST COMPANY,
As Security Agent
Dated as of December 6, 2002
Floating Rate Secured Notes due 2007
{PAGE}
TABLE
_____________
CONTINENTAL AIRLINES, – Locations)
SCHEDULE 1 DESIGNATED LOCATIONS
{PAGE}
SPARE PARTS SECURITY AGREEMENT
SPARE PARTS SECURITY AGREEMENT, dated as of December 6, 2002, by and
between CONTINENTAL AIRLINES, INC., a Delaware corporation (the "COMPANY"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Security Agent
appointed pursuant to the Indenture (
_____________
Continental Airlines, – certified
mail or by nationally recognized overnight courier, postage or courier charges,
as the case may be, prepaid, to the Company at:
{PAGE}
Continental Airlines, Inc.
1600 Smith Street
Houston, Texas 77002
Attention: Treasurer
Telecopier No.: (713) 324-2447
(b) the Security Agent shall be sufficient for
_____________
CONTINENTAL AIRLINES, – WITNESS WHEREOF, the parties have caused this Security Agreement to be
duly executed and delivered all as of the date first above written.
CONTINENTAL AIRLINES, INC.
By:
--------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
as Security Agent
By:
--------------------------------------
Name:
Title:
{PAGE}
Appendix I
DEFINITIONS APPENDIX
SECTION 1. DEFINED TERMS.
"
_____________
CONTINENTAL AIRLINES, – OF SUPPLEMENTAL SECURITY AGREEMENT
(To Add Designated Locations)
SUPPLEMENTAL SECURITY AGREEMENT No. _____
SUPPLEMENTAL SECURITY AGREEMENT NO. _______, dated as of __________ of
CONTINENTAL AIRLINES, INC., a Delaware corporation (together with its successors
and assigns, the "COMPANY").
WHEREAS, the Company, which is a certificated air carrier under
_____________
dt 91575
;
Crane
As referenced in this Spare Parts Security Agreement:
Crane Co – Orlando Intl Airport, 5410 Bear Rd, Suite 300,
Orlando, FL 32827
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Sheetmetal Sh, E250, MX10, Los Angeles Intl Airport, 7300 World Way West,
Los Angeles, CA 90045
------------------------------------------------------- ----------------------------------------------------------------------------
Crane Co Hydro-Aire Division 3000 Winona Avenue, Burbank, CA 91503
------------------------------------------------------- ----------------------------------------------------------------------------
Crissair Inc 38905 10th Street East, Palmdale, CA 93590
------------------------------------------------------- ----------------------------------------------------------------------------
Curtiss-Wright Flight Sys 3120 Northwest Blvd., Gastonia, NC 28052-1167
------------------------------------------------------- ----------------------------------------------------------------------------
Delta
_____________
dt 1404587
;
|
Honeywell Int'l
As referenced in this Spare Parts Security Agreement:
honeywell international – S W, Renton, WA 98055
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc 8840 Evergreen Blvd., Coon Rapids, MN 55433-6040
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International 16580 Air Center Blvd., Suite #400, Houston, TX 77032
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1944 E.
honeywell international – Rapids, MN 55433-6040
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International 16580 Air Center Blvd., Suite #400, Houston, TX 77032
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1944 E. Sky Harbor Circle, Phoenix, AZ 85034
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1 Cliff Garrett
honeywell international – 400, Houston, TX 77032
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1944 E. Sky Harbor Circle, Phoenix, AZ 85034
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1 Cliff Garrett Dr., Anniston, AL 36201
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1300 West Warner Road,
honeywell international – Harbor Circle, Phoenix, AZ 85034
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1 Cliff Garrett Dr., Anniston, AL 36201
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1300 West Warner Road, R & O Receiving, Tempe, AZ 85284
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 11100
honeywell international – AL 36201
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 1300 West Warner Road, R & O Receiving, Tempe, AZ 85284
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 11100 N Oracle Rd, Tucson, AZ 85740-8001
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 117 E. Providencia
dt 2656
;
McGraw-Hill Companies
As referenced in this Spare Parts Security Agreement:
McGraw-Hill Companies, Inc – defined in Section 2.4 of the Collateral
Maintenance Agreement.
"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc .
"STATED AMOUNT" means the Maximum Commitment (as defined in the Liquidity
Facility).
"STATED EXPIRATION DATE" is defined in Section 3.5(d)
_____________
dt 311083
;
More... |
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Subscribers | 2003 |
Security Agreement
Security Agreement (138K)
Doc #353481: Click preview link for longer preview.
SECURITY AGREEMENT
This Security Agreement is made as of June 3, 2003 by and between LAURUS
MASTER FUND, LTD., a Cayman Islands corporation ("Laurus") and SpaceDev, Inc. a
Colorado corporation (the "Company").
BACKGROUND
----------
The Company has requested that Laurus make advances available to the
Company; and
Laurus has agreed to make such advances to the Company on the terms and
conditions set forth in this Agreement. . . .
353481
|
SpaceDev
As referenced in this Security Agreement:
SpaceDev, Inc – txt
{TEXT}
Exhibit 10.1
SECURITY AGREEMENT
This Security Agreement is made as of June 3, 2003 by and between LAURUS
MASTER FUND, LTD., a Cayman Islands corporation ("Laurus") and SpaceDev, Inc . a
Colorado corporation (the "Company").
BACKGROUND
----------
The Company has requested that Laurus make advances available to the
Company; and
Laurus has agreed to make such advances to the Company
_____________
SpaceDev, Inc – Loeb LLP
345 Park Avenue
New York, New York 10154
Attention: Scott J. Giordano, Esq.
Telephone: (212) 407-4000
Telecopier: (212) 407-4990
If to the Company: Attention: Richard Slansky
SpaceDev, Inc .
13855 Stowe Drive
Poway, CA 92064
Telephone: (858) 375-2030
Telecopier: (858) 375-1000
With a copy to: Attention: Gretchen Cowen, Esq.
Weintraub Dillion
12520 High Bluff Drive
Ste.
_____________
SPACEDEV, INC – as Laurus shall in its sole and absolute discretion deem appropriate.
{PAGE}
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written.
SPACEDEV, INC .
By: /s/ James W. Benson
----------------------
Name: James W. Benson
Title: Chief Executive Officer
LAURUS MASTER FUND, LTD.
By: /s/ David Grin
------------------
Name: David Grin
Title: President
{PAGE}
------
Annex A -
_____________
SpaceDev, Inc – None
{PAGE}
Exhibit 7(c)
------------
Actions for Perfection
----------------------
None
{PAGE}
Exhibit 7(p)
-------------
Bank Accounts
-------------
First National Bank
401 West A Street
San Diego, 92101
{PAGE}
------
Exhibit 12 (d)
--------------
Name: SpaceDev, Inc .
Type: Corporation
Organizational Identification Number: 19961166285
State of Incorporation Colorado
Location of Chief Executive Office: 13855 Stowe Drive, Poway, CA 92064
The location of our principal business office has
_____________
SpaceDev, Inc – American Rocket Company
{PAGE}
------
Exhibit 13(e)(i)
----------------
Permitted Indebtedness
----------------------
$475,000 in Related Party Convertible Notes
{PAGE}
------
Exhibit 13(e)(ii)
-----------------
Existing Subsidiaries
---------------------
Integrated Space Systems
SpaceDev Australia, Ltd.
SpaceDev, Inc ., an Oklahoma Corporation
{PAGE}
------
Exhibit A
----------
Borrowing Base Certificate
--------------------------
{TABLE}
{CAPTION}
SPACEDEV, INC.
BORROWING BASE
5/28/03
{S} {C} {C}
EXAMINER INELIGIBLE
(000)'S CALCULATION NOTES
-------------------------------------- ------------- -------------------------------------------------------------------
Accounts Receivable
_____________
dt 1396301
;
UCSD
As referenced in this Security Agreement:
UCSD – 0
Foreign Receivables 0
Government Receivables 0 GOVERNMENT CONTRACTS HAVE BEEN APPROVED AS COLLATERAL
Affiliated Company Receivables 0
Contra A/R 2,000 UC BERKLEY A/R OF $110M AND UCSD A/P BALANCE OF $2M
Total Ineligibles $ 2,000
Eligible Accounts Receivable $ 350,147
Proposed Advance Rate 85.0%
Available Accounts Receivable $ 297,625
Total Availability $ 297,625
Add
_____________
dt 726812
;
|
 Loeb & Loeb
As referenced in this Security Agreement:
Loeb & Loeb – c/o Laurus Capital Management, LLC
152 West 57th Street
New York, New York 10019
Attention: David Grin
Telephone: (212) 541-4434
Telecopier: (212) 541-5800
With a copy to: Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attention: Scott J. Giordano, Esq.
Telephone: (212) 407-4000
Telecopier: (212) 407-4990
If to the Company: Attention: Richard Slansky
SpaceDev,
_____________
dt 757503
|
| Preview
Subscribers | 2000 |
Credit and Security Agreement
Credit and Security Agreement (194K)
Doc #374827: Click preview link for longer preview.
CREDIT AND SECURITY AGREEMENT
Dated as of November 2, 2000
PEMCO AVIATION GROUP, INC., a Delaware corporation doing business as Pemco
Engineers, Inc., both for itself and as Agent for the other Borrowers;
PEMCO AEROPLEX, INC., an Alabama corporation doing business as Pemco World
Air Services; SPACE VECTOR CORPORATION, a Delaware corporation; and PEMCO
AIR SERVICES SYSTEM, INC., a Colorado corporation doing business as Pemco
Air Support Services, Inc. (as more particularly defined below, each, a
"Borrower" and collectively, the "Borrowers"), and WELLS FARGO BUSINESS
CREDIT, INC., a Minnesota corporation (the "Lender"), hereby agree as
follows:
ARTICLE I
Definitions
Section 1.1 DEFINITIONS. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them
in this Article, and include the plural as well as the singular;
(2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; and
(3) the word "consolidated" with reference to financial data shall mean
the combined financial data of all entities for which such financial data
would be consolidated in accordance with GAAP, whether or not such
entities are Borrowers under this Agreement.
"Accounts" for a Borrower means all of such Borrower's accounts, as such
term is defined in the UCC, including without limitation the aggregate
unpaid obligations of customers and other account debtors to such Borrower
arising out of the sale or lease of goods or rendition of services by such
Borrower on an open account or deferred payment basis. In addition to the
foregoing, the following shall be considered "Accounts" for purposes of
this Agreement: (a) all unbilled amounts that are fully earned by a
Borrower for the sale of goods or rendition of services to any unit of the
United States government and are immediately billable by such Borrower
(but for the fact that such Borrower has not yet received a Form 30 or a
Form DD-250 from such governmental unit), net of any credits, and (b) all
unbilled amounts that are fully earned by a Borrower for the sale of goods
or rendition of services under any commercial contract and are immediately
billable by such Borrower, net of any credits, provided that such amounts
are secured by a perfected possessory mechanics lien in the aircraft,
equipment, or parts for which such goods or services are being provided in
an amount equal to the amount immediately billable, net of any credits.
"Advance" means a Revolving Advance, a Term A Advance, a CapEx Advance, a
Term B Advance, or a Discretionary Advance.
"Affiliate" or "Affiliates" for any Borrower means any Person controlled
by, controlling or under common control with such Borrower, including
(without limitation) any Subsidiary of such Borrower. For purposes of this
definition, "control," when used with respect to any specified Person,
means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.
"After-Tax Net Income" for a Borrower means such Borrower's after-tax net
income less extraordinary gains, as determined in accordance with GAAP.
"Aggregate Availability" means the difference of (i) the Aggregate
Borrowing Base and (ii) the sum of (A) the outstanding principal balance
of the Revolving Note and (B) the Aggregate L/C Amount.
"Aggregate Borrowing Base" means the lesser of (a) the Maximum Line or (b)
the sum of the Borrowing Bases of each Borrower.
"Aggregate L/C Amount" means the sum of the L/C Amounts of each Borrower.
"Agreement" means this Credit and Security Agreement, as amended,
supplemented or restated from time to time.
"Availability" for a Borrower means the difference of (i) such Borrower's
Borrowing Base and (ii) the sum of (A) the outstanding and unpaid
Revolving Advances made to such Borrower and (B) such Borrower's L/C
Amount.
"Banking Day" means a day other than a Saturday, Sunday or other day on
which banks are generally not open for business in Minneapolis, Minnesota
and Denver, Colorado.
"Book Net Worth" for a Borrower means the aggregate of the common and
preferred stockholders' equity in such Borrower, determined in accordance
with GAAP.
"Borrowing Agent" means Pemco Aviation Group, Inc., a Delaware
corporation.
"Borrowers" means each of Pemco Aviation Group, Inc., a Delaware
corporation; Pemco Aeroplex, Inc., an Alabama corporation; Space Vector
Corporation, a Delaware corporation; and Pemco Air Services System, Inc.,
a Colorado corporation; provided, however, that for all purposes under
this Agreement other than the representations and warranties of Sections
5.1, 5.2, 5.3, 5.4, 5.6, 5.8, 5.9, 5.10, 5.14, 5.16, 5.17, and 6.8, the
Dothan and Birmingham divisions of Pemco Aeroplex, Inc. shall be treated
as separate Borrowers.
"Borrowing Base" for a Borrower means, at any time the lesser of:
(1) the Maximum Line; or
(2) subject to change from time to time in the Lender's sole discretion,
the sum of:
(1) 85% of such Borrower's Eligible Accounts other than Reduced Rate
Unbilled Accounts, plus
(2) 50% of such Borrower's Eligible Accounts consisting of Reduced
Rate Unbilled Accounts, plus
(3) 50% of such Borrower's Eligible Inventory.
"CapEx Advance" has the meaning given in Section 2.6(b).
"CapEx Maximum Line" initially means $3,100,000, which amount may be
increased or decreased in accordance with Section 2.19, in which event it
means the amount to which said amount is changed.
"CapEx Note" means the promissory note of the Borrowers, payable to the
order of the Lender in substantially the form of Exhibit C hereto, and any
note or notes issued in substitution therefor, as the same may hereafter
be amended, supplemented or restated from time to time.
"CapEx Note Consolidation Date" means the earliest to occur of the
following: (a) the first date on which the outstanding principal balance
of the CapEx Note is equal to the CapEx Maximum Line, or (b) October 31,
2001.
"Capital" means Book Net Worth plus Subordinated Debt.
"Capital Expenditures" for any Borrower for a period means any expenditure
of money by such Borrower for the lease, purchase or other acquisition of
any capital asset, whether payable currently or in the future, to the
extent such expenditure is required by GAAP to be capitalized on such
Borrower's balance sheet.
"Change in Control" shall mean (a) any Person or "group" (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended), other than Existing Investors, shall at any time
374827
|
Continental
As referenced in this Credit and Security Agreement:
Continental Airlines, Inc – table below, mean the amount listed opposite such customer; and
{TABLE}
{CAPTION}
CUSTOMER CONCENTRATION LIMIT
{S} {C}
Southwest Airlines, Inc. 20%
United Air Lines, Inc. 20%
American Airlines, Inc. 20%
Continental Airlines, Inc . 20%
Northwest Airlines, Inc. 20%
America West Airlines, Inc. 20%
TWA-Trans World Airlines, Inc. 20%
Delta Air Lines, Inc. 20%
U S Airways, Inc. 20%
United Parcel Service
_____________
dt 1502949
;
Pemco Aviation
As referenced in this Credit and Security Agreement:
PEMCO AVIATION GROUP, INC – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}0003.txt
{TEXT}
CREDIT AND SECURITY AGREEMENT
Dated as of November 2, 2000
PEMCO AVIATION GROUP, INC ., a Delaware corporation doing business as Pemco
Engineers, Inc., both for itself and as Agent for the other Borrowers;
PEMCO AEROPLEX, INC., an Alabama corporation doing business as Pemco
_____________
Pemco Aviation Group, Inc – and Denver, Colorado.
"Book Net Worth" for a Borrower means the aggregate of the common and
preferred stockholders' equity in such Borrower, determined in accordance
with GAAP.
"Borrowing Agent" means Pemco Aviation Group, Inc ., a Delaware
corporation.
"Borrowers" means each of Pemco Aviation Group, Inc., a Delaware
corporation; Pemco Aeroplex, Inc., an Alabama corporation; Space Vector
Corporation, a Delaware corporation; and Pemco Air
_____________
Pemco Aviation Group, Inc – aggregate of the common and
preferred stockholders' equity in such Borrower, determined in accordance
with GAAP.
"Borrowing Agent" means Pemco Aviation Group, Inc., a Delaware
corporation.
"Borrowers" means each of Pemco Aviation Group, Inc ., a Delaware
corporation; Pemco Aeroplex, Inc., an Alabama corporation; Space Vector
Corporation, a Delaware corporation; and Pemco Air Services System, Inc.,
a Colorado corporation; provided, however, that for all
_____________
Pemco Aviation Group, Inc – or guaranty between any
Borrower and the Lender, whether now in effect or hereafter entered into.
"Obligation of Reimbursement" has the meaning given in Section 2.3(a).
"Parent" means Pemco Aviation Group, Inc ., a Delaware corporation.
"Past-Due Payables" for a Borrower means accounts payable of such Borrower
that are 90 days or more past due.
"Permitted Lien" has the meaning given
_____________
Pemco Aviation Group, Inc – Value Bond Fund, LLC, a Delaware
limited liability company.
"Special Value Loan Agreement" means the Second Amended and Restated
Senior Subordinated Loan Agreement dated as of December 31, 1996 between
Pemco Aviation Group, Inc . (successor to Precision Standard, Inc.) and
Bank of America, N.A., fka Bank of America, NT & SA, (as predecessor in
interest to Special Value Bond Fund (and/or its
_____________
dt 1547823
;
|
Southwest
As referenced in this Credit and Security Agreement:
Southwest Airlines, – States government and (b) shall, for each of the customers listed
in the table below, mean the amount listed opposite such customer; and
{TABLE}
{CAPTION}
CUSTOMER CONCENTRATION LIMIT
{S} {C}
Southwest Airlines, Inc. 20%
United Air Lines, Inc. 20%
American Airlines, Inc. 20%
Continental Airlines, Inc. 20%
Northwest Airlines, Inc. 20%
America West Airlines, Inc. 20%
TWA-Trans World Airlines, Inc.
_____________
dt 1365222
;
United Air Lines
As referenced in this Credit and Security Agreement:
United Air Lines, Inc – shall, for each of the customers listed
in the table below, mean the amount listed opposite such customer; and
{TABLE}
{CAPTION}
CUSTOMER CONCENTRATION LIMIT
{S} {C}
Southwest Airlines, Inc. 20%
United Air Lines, Inc . 20%
American Airlines, Inc. 20%
Continental Airlines, Inc. 20%
Northwest Airlines, Inc. 20%
America West Airlines, Inc. 20%
TWA-Trans World Airlines, Inc. 20%
Delta Air Lines, Inc. 20%
_____________
dt 1389991
;
More... |
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Subscribers | 2003 |
Security Agreement
Security Agreement (57K)
Doc #411528: Click preview link for longer preview.
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this �Security Agreement�) dated as of July 10, 2003 is by and among the parties identified as �Grantors� on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a �Grantor�, and collectively the �Grantors�) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the �Administrative Agent�) for the holders of the Secured Obligations referenced below.
W I T N E S S E T H
. . .
411528
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 BofA
As referenced in this Security Agreement:
BANK OF AMERICA, N.A. – parties identified as Grantors on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a Grantor, and collectively the Grantors) and BANK OF AMERICA, N.A. , as administrative agent (in such capacity, the Administrative Agent) for the holders of the Secured Obligations referenced below.
W I T N E S S E T H
WHEREAS,
_____________
Bank of America, N.A. – amended, modified, supplemented and extended from time to time, the Credit Agreement) dated as of the date hereof among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A. , as Administrative Agent; and
WHEREAS, this Security Agreement is required under the terms of the Credit Agreement.
NOW, THEREFORE, in consideration of these premises and other good and valuable
_____________
Bank of America, N.A. – CORPORATION,
a Delaware corporation
By:
/s/ Michael R. Williams
Name: Michael R. Williams
Title: Senior Vice President and Treasurer
Accepted and agreed to as of the date first above written.
Bank of America, N.A. , as Administrative Agent
By:
/s/ Michael Brashler
Name: Michael Brashler
Title: Vice President
SCHEDULE 2(d)
COMMERCIAL TORT CLAIMS
None.
SCHEDULE 5(f)(i)
NOTICE
OF
GRANT OF SECURITY
_____________
Bank of America, N.A. – same may be amended, modified, extended or restated from time to time, the Security Agreement) by and among the Grantors party thereto (each an Grantor and collectively, the Grantors) and Bank of America, N.A. , as Administrative Agent (the Administrative Agent) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon,
_____________
BANK OF AMERICA, N.A. – of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.
Very truly yours,
[Grantor]
By:
Name:
Title:
Acknowledged and Accepted:
BANK OF AMERICA, N.A. , as Administrative Agent
By:
Name:
Title:
SCHEDULE 5(f)(ii)
NOTICE
OF
GRANT OF SECURITY INTEREST
IN
PATENTS
United States Patent and Trademark Office
Ladies and Gentlemen:
Please be
_____________
dt 1554221
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Subscribers | 2002 |
Pledge and Security Agreement
Pledge and Security Agreement (152K)
Doc #411573: Click preview link for longer preview.
PLEDGE AND SECURITY AGREEMENT
DATED AS OF AUGUST 22, 2002
AMONG
ORBITAL SCIENCES CORPORATION
ORBITAL INTERNATIONAL, INC.,
AS DEBTORS
AND
U.S. BANK, N.A.,
AS SECURED PARTY
TABLE OF CONTENTS
. . .
411573
|
BofA
As referenced in this Pledge and Security Agreement:
Bank of America, N.A. – in favor of the National Science Counsel,
the Executive Yuan of the Republic of China, (ii) the letter of credit number
930718 in the amount of $27,900 issued by Bank of America, N.A. (successor by
merger to NationsBank, N.A.) in favor of Hellenic Air Force Command, and (iii)
the letter of credit number SM416742C in the amount of $160,000 issued
_____________
dt 1554223
;
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First Union
As referenced in this Pledge and Security Agreement:
First Union National Bank) – favor of Hellenic Air Force Command, and (iii)
the letter of credit number SM416742C in the amount of $160,000 issued by
Wachovia Bank, N.A. (successor by merger to First Union National Bank) in favor
of Boston Properties Limited Partnership,
3
{PAGE}
(c) the common stock of ORBIMAGE that is owned or beneficially
held by Issuer,
(d) the outstanding capital stock of
_____________
dt 1464357
;
Wachovia Bank
As referenced in this Pledge and Security Agreement:
Wachovia Bank, N.A. – successor by
merger to NationsBank, N.A.) in favor of Hellenic Air Force Command, and (iii)
the letter of credit number SM416742C in the amount of $160,000 issued by
Wachovia Bank, N.A. (successor by merger to First Union National Bank) in favor
of Boston Properties Limited Partnership,
3
{PAGE}
(c) the common stock of ORBIMAGE that is owned or beneficially
held
_____________
dt 1385684
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Subscribers | 2002 |
Promissory Note and Security Agreement
Promissory Note and Security Agreement (31K)
Doc #411754: Click preview link for longer preview.
PROMISSORY NOTE AND
SECURITY AGREEMENT
1. Note. For value received, Irvine Sensors Corp. unconditionally promises to
pay to the order of _______________, ("holder") the principal sum of Fifty
Thousand dollars and no/00 ($50,000.00) on or before May 30, 2002. This Note is
a non-interest bearing note.
2. Security Interest. To secure payment of this Note, and of any other
liability of Irvine Sensors Corp. to the holder hereof, due or to become due, or
that may be hereafter contracted or existing regardless of how acquired by . . .
411754
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Irvine Sensors
As referenced in this Promissory Note and Security Agreement:
Irvine Sensors Corp. – SEQUENCE}6
{FILENAME}dex104.txt
{DESCRIPTION}FORM OF NOTE AND WARRANT ISSUED BY THE COMPANY
{TEXT}
{PAGE}
EXHIBIT 10.4
PROMISSORY NOTE AND
SECURITY AGREEMENT
1. Note. For value received, Irvine Sensors Corp. unconditionally promises to
pay to the order of _______________, ("holder") the principal sum of Fifty
Thousand dollars and no/00 ($50,000.00) on or before May 30, 2002.
_____________
Irvine Sensors Corp. – 00) on or before May 30, 2002. This Note is
a non-interest bearing note.
2. Security Interest. To secure payment of this Note, and of any other
liability of Irvine Sensors Corp. to the holder hereof, due or to become due, or
that may be hereafter contracted or existing regardless of how acquired by the
holder, Irvine Sensors Corp. agrees to
_____________
Irvine Sensors Corp. – other
liability of Irvine Sensors Corp. to the holder hereof, due or to become due, or
that may be hereafter contracted or existing regardless of how acquired by the
holder, Irvine Sensors Corp. agrees to grant a security interest in the
collateral set forth in Paragraph 4 herein.
3. Attachment and Obligation Secured. The security interest hereby created
shall attach immediately on
_____________
Irvine Sensors Corp. – Note.
4. Description of Collateral. The Collateral covered by this Agreement and in
which a security interest is hereby granted and transferred to the holder is as
follows:
Receipts due Irvine Sensors Corp. pursuant to
U.S. Army CECOM Contract #DAAB07-02-C-P608.
5. Release of Security Interest. Upon full payment of principal due on this
Note, the holder releases any
_____________
dt 1510969
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Subscribers | 2002 |
Financing and Security Agreement
Financing and Security Agreement (280K)
Doc #955399: Click preview link for longer preview.
Dated
August 29, 2002
By and Between
SPACEHAB, INC., ET AL.
And
RIGGS BANK N.A.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I DEFINITIONS . . .
955399
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SPACEHAB
As referenced in this Financing and Security Agreement:
SPACEHAB, INC –
EXHIBIT 10.118
EXHIBIT 10.118
FINANCING AND SECURITY AGREEMENT
Dated
August 29, 2002
By and Between
SPACEHAB, INC ., ET AL.
And
RIGGS BANK N.A.
TABLE OF CONTENTS
ARTICLE I DEFINITIONS 6
Section 1.1 Certain Defined Terms. 6
Section 1.2 Accounting
_____________
SPACEHAB, INC – Joinder of Additional Borrowers. 82
5
FINANCING AND SECURITY AGREEMENT
THIS FINANCING AND SECURITY AGREEMENT (this "Agreement") is made this 29th
day of August, 2002, by and among SPACEHAB, INC ORPORATED, a corporation
organized under the laws of the State of Washington (the "Company"), JOHNSON
ENGINEERING CORPORATION, a corporation organized under the laws of the State of
Colorado ("Johnson Engineering"),
_____________
Spacehab, Inc – or when sent by overnight courier, on the Business Day next
following the day on which the notice is delivered to such overnight courier,
addressed as follows:
Borrowers: c/o Spacehab, Inc orporated
Spacehab, Inc.
300 D Street, SW, Suite 801
Washington, D. C. 20024
Attention: Julia Pulzone
Lender: Riggs Bank N.A.
808 17/th/ Street, NW, 10/th/ Floor
Washington,
_____________
Spacehab, Inc – sent by overnight courier, on the Business Day next
following the day on which the notice is delivered to such overnight courier,
addressed as follows:
Borrowers: c/o Spacehab, Incorporated
Spacehab, Inc .
300 D Street, SW, Suite 801
Washington, D. C. 20024
Attention: Julia Pulzone
Lender: Riggs Bank N.A.
808 17/th/ Street, NW, 10/th/ Floor
Washington, D.C.
_____________
Spacehab, Inc – this
Section or as otherwise permitted by applicable Laws.
8.11.3 Appointment of Agent for Service of Process.
The Borrowers hereby irrevocably designate and appoint Julia
Pulzone, c/o Spacehab, Inc orporated, 300 D Street, SW, Suite 801, Washington, DC
20024, as the Borrowers' authorized agent to receive on the Borrowers' behalf
service of any and all process that may be
_____________
dt 1867414
;
|
SouthTrust Bank
As referenced in this Financing and Security Agreement:
SouthTrust Bank – subcontract no. 48801, as
amended).
"Astrotech Loan" means that certain credit agreement between Astrotech
Florida Holdings, Inc. a Florida Corporation and wholly owned subsidiary of
Astrotech Space Operations, Inc. and SouthTrust Bank in the original principal
amount of $20,000,000.
"Astrotech Loan Collateral" means (i) the real property which is the
subject of the Astrotech Loan located in Titusville, Florida and
_____________
dt 1476336
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| Preview
Subscribers | 2000 |
Financing and Security Agreement
Financing and Security Agreement (319K)
Doc #955435: Click preview link for longer preview.
Dated
August 9, 2000
By and Among
SPACEHAB, INCORPORATED
and its Subsidiaries
And
BANK OF AMERICA, N. A.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
ARTICLE . . .
955435
|
SPACEHAB
As referenced in this Financing and Security Agreement:
SPACEHAB, INC –
EXHIBIT 10.112
Exhibit 10.112
FINANCING AND SECURITY AGREEMENT
Dated
August 9, 2000
By and Among
SPACEHAB, INC ORPORATED
and its Subsidiaries
And
BANK OF AMERICA, N. A.
TABLE OF CONTENTS
-----------------
ARTICLE I DEFINITIONS 1
Section 1.1 Certain Defined Terms. 1
Section 1.
_____________
SPACEHAB, INC – LIST OF SCHEDULES 86
iv
FINANCING AND SECURITY AGREEMENT
--------------------------------
THIS FINANCING AND SECURITY AGREEMENT (this "Agreement") is made this 9/th/
day of August, 2000, by and among SPACEHAB, INC ORPORATED, a corporation
organized under the laws of the State of Washington (the "Company"), JOHNSON
ENGINEERING CORPORATION, a corporation organized under the laws of the State of
Colorado ("Johnson Engineering"),
_____________
Spacehab, Inc – or when sent by overnight courier, on the Business Day next
following the day on which the notice is delivered to such overnight courier,
addressed as follows:
Borrowers: c/o Spacehab, Inc orporated
Spacehab, Inc.
300 D Street, SW, Suite 814
Washington, D. C. 20024
Attention: Chief Financial Officer
Lender: Bank of America, N. A.
8300 Greensboro Drive, Suite 550
McLean, Virginia
_____________
Spacehab, Inc – sent by overnight courier, on the Business Day next
following the day on which the notice is delivered to such overnight courier,
addressed as follows:
Borrowers: c/o Spacehab, Incorporated
Spacehab, Inc .
300 D Street, SW, Suite 814
Washington, D. C. 20024
Attention: Chief Financial Officer
Lender: Bank of America, N. A.
8300 Greensboro Drive, Suite 550
McLean, Virginia 22102
Attn:
_____________
Spacehab, Inc – Section or as otherwise permitted by applicable Laws.
8.11.3 Appointment of Agent for Service of Process.
--------------------------------------------
The Borrowers hereby irrevocably designate and appoint Julia
A. Pulzone, c/o Spacehab, Inc orporated, 300 D street, SW, Suite 814, Washington,
DC 20014 as each Borrower's authorized agent to receive on each Borrower's
behalf service of any and all process that
_____________
dt 1869189
;
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BofA
As referenced in this Financing and Security Agreement:
Bank of America, N.A. – E
---------
FINANCING AGREEMENT
-------------------
COMPLIANCE CERTIFICATE
----------------------
THIS CERTIFICATE is made as of __________________, 200_, by Spacehab,
Incorporated, a corporation organized under the laws of the State of Washington
(the "Company"), to Bank of America, N.A. , a national banking association (the
"Lender"), pursuant to Section _________of the Financing and Security Agreement
dated August 9, 2000, (as amended, modified, restated, substituted, extended and
renewed at any
_____________
dt 1554922
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| Preview
Subscribers | 2006 |
Security Agreement
Security Agreement (73K)
Doc #1082097: Click preview link for longer preview.
SECURITY AGREEMENT
Security Agreement
EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT is made as of February 15, 2006 (as amended, restated or otherwise modified from time to time, the “Security
Agreement”), between each of PEMCO AVIATION GROUP, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified on the signature pages hereto (the Company and each of such Subsidiaries,
together with any other Subsidiary of the Company that becomes a party hereto from time to time after the date hereof, the “ . . .
1082097
|
Pemco Aviation
As referenced in this Security Agreement:
PEMCO AVIATION GROUP, INC – SECURITY AGREEMENT This SECURITY AGREEMENT is made as of February 15, 2006 (as amended, restated or otherwise modified from time to time, the “Security
Agreement”), between each of PEMCO AVIATION GROUP, INC ., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified on the signature pages hereto (the Company and each of such Subsidiaries,
together with
_____________
PEMCO AVIATION GROUP, INC – AGREEMENT.
[SIGNATURE PAGES FOLLOW]
-21-
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the
day and year first above written.
COMPANY:
PEMCO AVIATION GROUP, INC ., as the
Company
By:
/s/ John R. Lee
Name:
John R. Lee
Title:
Chief Financial Officer
Address for Notices:
1943 50TH Street North
Birmingham, AL 35212
Attention: Mr. John
_____________
PEMCO AVIATION GROUP, INC – Facsimile: (205) 254-5911
-25-
ANNEX 1 to Security Agreement PLEDGED INTERESTS
Grantor
Issuer
Type of
Interest/Jurisdiction
of Organization of
Issuer
% of Total
Outstanding
Interests
Evidenced by
Certificate No.
PEMCO AVIATION GROUP, INC .
AIR INTERNATIONAL, INCORPORATED
Corporation
100
%
PEMCO AVIATION GROUP
PEMCO AEROPLEX, INC.
Corporation
100
%
PEMCO AVIATION GROUP
PEMCO AIR SERVICES SYSTEM, INC.
Corporation
100
%
PEMCO AVIATION GROUP
PEMCO AIRCRAFT ENGINEERING
_____________
PEMCO AVIATION GROUP, INC – Agreement COMMERCIAL TORT CLAIMS None.
-27-
ANNEX 3 to Security Agreement INFORMATION AS TO GRANTORS
Grantor
Jurisdiction of
Organization
Organizational
Identification
Number
Chief Executive Office or Sole Place of Business
PEMCO AVIATION GROUP, INC .
Delaware
3206673
1943 50TH Street North Birmingham, AL 35212
PEMCO AEROPLEX, INC.
Alabama
None.
1943 50TH Street North Birmingham, AL 35212
PEMCO ENGINEERS, INC.
Delaware
2202784
9200 Deering Avenue
_____________
Pemco Aviation Group, Inc – INC.
Delaware
3380712
100 Pemco Drive Dothan, AL
36303
SPACE VECTOR CORPORATION
Delaware
2044753
9200 Deering Avenue Chatsworth, CA
91311
-28-
ANNEX 4 to Security Agreement INVENTORY AND EQUIPMENT
Grantor:
Pemco Aviation Group, Inc .
Location:
1943 50th Street North, Birmingham, Alabama
35212
Grantor:
Pemco Aeroplex, Inc.
Location:
1943 50th Street North, Birmingham, Alabama
35212
Grantor:
Pemco World Air Services, Inc.
Location:
100 Pemco
_____________
dt 1547826
;
|
Wachovia Bank
As referenced in this Security Agreement:
WACHOVIA BANK, NA – each of such Subsidiaries,
together with any other Subsidiary of the Company that becomes a party hereto from time to time after the date hereof, the “Grantors”) and WACHOVIA BANK, NA TIONAL ASSOCIATION, in its capacity as collateral agent for the Secured
Parties referred to below (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).
_____________
Wachovia Bank, Na – connected with the use of, or otherwise symbolized by, each such trade name, trademark and service mark.
“Wachovia Documents” shall mean any documents
entered into between or among Wachovia Bank, Na tional Association, and any of the Grantors in connection with the Senior Credit Facility.
-4-
(c) In this Agreement, unless otherwise specified, the following rules of interpretation apply:
references to
_____________
WACHOVIA BANK, NA – Merkin
Name:
Richard N. Merkin
Title:
President
Address for Notices:
3115 Ocean Front Walk
Marina Del Rey, California 90292
Attention: Richard N. Merkin
Facsimile: (310) 306-8362
-24-
COLLATERAL AGENT:
WACHOVIA BANK, NA TIONAL ASSOCIATION, as the
Collateral Agent
By:
/s/ Tod Ferguson
Name:
Tod Ferguson
Title:
Vice President
Address for Notices:
P.O. Box 2554
Birmingham, Alabama 35290
Attention: Alabama Corporate Banking
_____________
dt 1386748
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| Preview
Subscribers | 2006 |
Security Agreement
Security Agreement (182K)
Doc #2549697: Click preview link for longer preview.
SECURITY AGREEMENT
LAURUS MASTER FUND, LTD.
SPACEDEV, INC.
STARSYS, INC.
Dated: September 29, 2006
Page
1.
General Definitions and Terms; Rules of Construction.
1
2.
Loan Facility.
2
3.
Repayment of the Loans.
4
4.
Procedure for Loans.
4
5.
Interest and Payments.
4
6.
Security Interest.
5
7.
Representations, Warranties and Covenants Concerning the . . .
2549697
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