SECOND AMENDED AND RESTATED SECURITY AGREEMENT
This SECOND AMENDED AND RESTATED SECURITY AGREEMENT is made and entered
into as of February 1, 1999, by and among BLONDER TONGUE LABORATORIES, INC., a
Delaware corporation (the "Borrower"), and FIRST UNION NATIONAL BANK, a national
banking association (the "Secured Party").
BACKGROUND
A. The Borrower and Meridian Bank entered into an Amended and Restated
Security Agreement dated as of October 2, 1995 (the "1995 Security Agreement")
to secure an Amended and Restated Loan Agreement of even date.
B. Meridian Bank merged with CoreStates Bank, N.A. which merged with First
Union National Bank during which time the parties have amended and amended and
restated their rights and obligations under the Amended and Restated Loan
Agreement dated October 2, 1995.
C. The Borrower and the Secured Party have executed a Fourth Amended and
Restated Loan Agreement of even date herewith (the "Loan Agreement").
D. The obligations of the Secured Party under the Loan Agreement are
subject to the condition that the Borrower further amends and restates in its
entirety the 1995 Security Agreement.
E. In connection with the execution and delivery of the Loan Agreement, the
Borrower and the Secured Party desire to amend and restate in its entirety the
1995 Security Agreement.
F. Capitalized terms which are used herein without definition shall have
the meanings ascribed to them in the Loan Agreement. Other terms used herein
without definition that are defined in the Uniform Commercial Code, as enacted
in Pennsylvania and in effect on the date hereof (the "Uniform Commercial Code")
shall have the meanings ascribed to them therein, unless the context requires
otherwise.
NOW, THEREFORE, intending to be legally bound, the Borrower and the Secured
Party hereby agree as follows:
Section 1. Creation of Security Interest. The Borrower hereby grants to the
Secured Party a lien and security interest in and to the property hereinafter
described, whether now owned or hereafter acquired or arising and wherever
located ("Collateral");
All tangible and intangible personal property of the Borrower,
including but not limited to:
(a) all accounts, accounts receivable, rights under contracts, chattel
paper, instruments, and all obligations due the Borrower for goods sold or
to be sold, consigned or leased or to be leased, or services rendered or to
be rendered ("Accounts");
(b) all inventory, whether raw materials, work-in-process, finished
goods, parts or supplies or otherwise; all goods, merchandise and other
property held for sale or lease or to be furnished under any contract of
service; all documents of title covering any goods which are or are to
become inventory and any such goods which are leased or consigned to others
and all returned, reclaimed or repossessed goods sold, consigned, leased or
otherwise furnished by the Borrower to others ("Inventory");
(c) all leases and rental agreements for personal property between the
Borrower as lessor (whether by origination or derivation) and any and all
persons or parties as lessee(s), and all rentals, purchase option amounts,
and other sums due thereunder; and all inventory, equipment, goods and
property subject to such leases and rental agreements and all accessions,
parts and tools attached there to or used therewith and all of the
Borrower's residual or reversionary rights therein;
(d) all machinery, equipment, furniture, fixtures, tools, motor
vehicles, and all accessories, parts and equipment now or hereafter
attached thereto or used in connection therewith, whether or not the same
shall be deemed affixed to real property, and all other tangible personal
property ("Equipment");
(e) all general intangibles, which term shall have the meaning given
to it in the Uniform Commercial Code and shall additionally include but not
be limited to all tax refunds, Patents (as hereafter defined), Trademarks
(as hereafter defined), Copyrights (as hereafter defined) and other
intellectual property and proprietary rights;
(f) all investment property, which term shall have the meaning given
to it in the Uniform Commercial Code;
(g) all the property listed on any Schedule of Collateral attached to
this Security Agreement and any other such schedule hereafter made a
schedule to this Agreement;
(h) all additions, replacements, attachments, accretions, accessions,
components and substitutions to or for any Inventory or Equipment;
(i) all property of the Borrower, including without limitation,
monies, securities, instruments, chattel paper and documents, which at any
time the Secured Party shall have or have the right to have in its
possession, or which is in transit to it (pursuant to the terms of a letter
of credit or otherwise) and, independent of and in addition to the Secured
Party's rights of setoff (which the Borrower acknowledges), the balance of
any account or any amount which may be owing from time to time by the
Secured Party to the Borrower;
(j) all books and records evidencing or relating to the foregoing,
including, without limitation, billing records of every kind and
description, customer lists, data storage and processing media, software
and related material, including computer programs, computer tapes, cards,
disks and printouts, and including any of the foregoing which are in the
possession of any affiliate or any computer service bureau;
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(k) all proceeds, which term shall have the meaning given to it in the
Uniform Commercial Code and shall additionally include but not be limited
to, whatever is received upon the use, lease, sale, exchange, collection or
other utilization or any disposition of any of the collateral described in
subparagraphs (a) through (i) above, whether cash or non cash, and
including without limitation, rental or lease payments, accounts, chattel
paper, instruments, documents, contract rights, general intangibles,
equipment, inventory and insurance proceeds; and all such proceeds of the
foregoing ("Proceeds").
Section 2. Secured Obligations. The security interest created herein is
given as security for the prompt payment, performance, satisfaction and
discharge of the following obligations ("Obligations") of the Borrower:
(a) To pay the principal, interest, commitment fees and any other
liabilities of the Borrower to the Secured Party under the Loan Agreement
and the other Loan Documents in accordance with the terms thereof;
(b) To pay any amounts due and to satisfy any liabilities of the
Borrower to the Secured Party under any Swap Agreement;
(c) To satisfy all of the other liabilities of the Borrower to the
Secured Party including any liabilities whether hereunder or otherwise,
whether now existing or hereafter incurred, whether or not evidenced by any
Note or other instrument, matured or unmatured, direct, absolute or
contingent, joint or several, including any extensions, modifications,
renewals thereof and substitutions therefor;
(d) To repay the Secured Party all amounts advanced by the Secured
Party hereunder or otherwise on behalf of the Borrower, including, but
without limitation, advances for principal or interest payments to prior
secured parties, mortgagors or lienors, or for taxes, levies, insurance,
rent, wages, repairs to or maintenance or storage of any Collateral; and
(e) To reimburse the Secured Party, on demand, for all of the Secured
Party's expenses and costs, including the reasonable fees and expenses of
its counsel, in connection with the negotiation, preparation,
administration, amendment, modification, or enforcement of the Loan
Agreement and the other Loan Documents.
Section 3. Representations and Warranties. The Borrower, as of the date
hereof and at the time of each advance or extension of credit under the Loan
Agreement, represents and warrants as follows:
3.01 Good Title to Collateral. The Borrower has good and marketable
title to the Collateral free and clear of all liens and encumbrances other
than (i) the security interests granted to the Secured Party hereunder;
(ii) liens incidental to the ordinary conduct of Borrower's business or
ownership of its property which were not incurred in connection with the
borrowing of money or other obtaining of advances or credit and which do
not have a material adverse effect on its business or properties; and (iii)
those liens and encumbrances set forth in Schedule 3.01 to this Security
Agreement.
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3.02 Location of Books and Records. The locations of the offices where
the Borrower maintains its books and records concerning the Collateral are
as set forth in Schedule 3.02 or at the location(s) hereafter disclosed to
the Secured Party pursuant to Section 5.10 hereof.
3.03 Chief Executive Office. The chief executive offices of the
Borrower are at the address set forth in Schedule 3.03 or at the
location(s) hereafter disclosed to the Secured Party pursuant to Section
5.10 hereof.
3.04 Location of Inventory and Equipment. All Inventory and Equipment
of the Borrower is located at one or more of the addresses set forth in
Schedule 3.04 or at the location(s) hereafter disclosed to the Secured
Party pursuant to Section 5.10 hereof.
3.05 Intellectual Property.
(a) All the Patents owned or licensed by the Borrower are listed on
Schedule 3.05(a) or have been the subject of a notice to the Secured Party
made pursuant to Section 5.13(a) made after the date of this Security
Agreement. "Patents" means all letters patent, reissues and extensions
thereof, applications for letters patent and all divisions, continuations
and continuations-in-part thereof of the United States or any other
country.
(b) All Trademarks owned or licensed by the Borrower are listed on
Schedule 3.05(b) or have been the subject of a notice to the Secured Party
made pursuant to Section 5.13(a) made after the date of this Security
Agreement. "Trademarks" means all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the
goodwill associated therewith, now existing or hereafter adopted or
acquired, and all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent
and Trademark Office or in any similar office or agency of the United
States, any state thereof or any other country or any political subdivision
thereof.
(c) The Borrower does not own or license any Copyrights except
Copyrights which are the or have been the subject of a notice to the
Secured Party made pursuant to Section 5.13(a) made after the date of this
Security Agreement. "Copyrights" means all copyrights, all registrations
thereof, and applications in connection therewith pending with the United
States Copyright Office or similar office in any other country.
(d) Each Patent, Trademark and Copyright listed in the Schedules as
being owned or licensed by the Borrower is (i) to the best of Borrower's
knowledge, valid, subsisting, existing, unexpired, enforceable and has not
been abandoned, (ii) not the subject of any licensing or franchise
agreement in which the Borrower grants rights to others, other than the
rights granted to Scientific Atlanta under certain patents acquired
therefrom, (iii) not the subject of any holding, decision or judgment by
any Governmental Authority which would limit, cancel or question its
validity, (iv) not the subject of any action or proceeding (A) seeking to
limit, cancel or question its validity, or (B) which, if adversely
determined, would have a material adverse effect on its value, (v) to the
best of Borrower's knowledge, not subject to any existing infringing uses,
and (vi) to the best of Borrower's knowledge does not infringe upon the
rights of any Person.
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3.06 Other Representations. Each representation, warranty or other
statement by the Borrower in, or in connection with, any of the Loan
Documents is true and correct and states all material facts necessary to
make it not misleading.
Section 4. Collection, Disposition and Use of Collateral.
4.01 Accounts. The Secured Party hereby authorizes the Borrower to
collect all Accounts from the account debtors. The Proceeds of Accounts so
collected by the Borrower shall be received and held by the Borrower in
trust for the Secured Party but may be applied by the Borrower in its
discretion towards payment of the Obligations or other corporate purposes.
Upon the occurrence of a default as set forth in Section 7 hereof, the
authority hereby given to the Borrower to collect the Proceeds of Accounts
in trust for the Secured Party may be terminated by the Secured Party at
any time and Secured Party shall have the right at any time thereafter,
acting if it so chooses in the Borrower's name, to collect Accounts itself,
to sell, assign, compromise, discharge or extend the time for payment of
any Account, and to do all acts and things necessary or incidental thereto
and the Borrower hereby ratifies all such acts. Upon the occurrence of a
default as set forth in Section 7 hereof, at the Secured Party's request,
the Borrower will notify account debtors and any guarantor thereof that the
Accounts payable by such account debtors have been assigned to the Secured
Party and shall indicate on all xxxxxxxx to account debtors that payments
thereon are to be made to the Secured Party.
4.02 Inventory. So long as there has been no default hereunder, the
Borrower shall be permitted to process and sell its Inventory, but only to
the extent that such processing and sale are conducted in the ordinary
course of the Borrower's business.
4.03 Equipment. So long as there has been no default hereunder, the
Borrower shall be permitted to use its Equipment in the ordinary course of
its business. No sale, lease or other disposition of any item of equipment
valued at more than $10,000 shall be permitted, except in accordance with
such terms and conditions as the Secured Party shall have expressly
approved in writing and except for the sale or other disposition of
obsolete Equipment which is not longer used or useful in the Borrower's
business.
Section 5. Covenants and Agreements of the Borrower.
5.01 Maintenance and Inspection of Books and Records. The Borrower
shall maintain complete and accurate books and records and shall make all
necessary entries therein to reflect the costs, values and locations of its
Inventory and Equipment and the transactions and documents giving rise to
its Accounts and all payments, credits and adjustments thereto. The
Borrower shall keep the Secured Party fully informed as to the location of
all such books and records and shall permit the Secured Party and its
authorized agents to have full, complete and unrestricted access thereto at
any reasonable time and upon reasonable prior notice to inspect, audit and
make copies of all books and records, data storage and processing media,
software, printouts, journals, orders, receipts, invoices, correspondence
and other documents and written or printed matter related to any of the
Collateral. The Secured Party's rights hereunder shall be enforceable at
law or in equity, and the Borrower consents to the entry of judicial orders
or injunctions enforcing specific performance of such obligations
hereunder.
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5.02 Confirmation of Accounts. The Borrower agrees that the Secured
Party shall at all times have the right to confirm orders and to verify any
or all of the Borrower's Accounts in the Secured Party's name, or in any
fictitious name used by the Secured Party for verifications, or through any
public accountants.
5.03 Delivery of Accounts Documentation. At such intervals as the
Secured Party shall require, the Borrower shall deliver to the Secured
Party copies of purchase orders, invoices, contracts, shipping and delivery
receipts and any other document or instrument which evidences or gives rise
to an Account.
5.04 Physical Inspection of Inventory and Equipment. The Borrower
shall permit the Secured Party and its authorized agents to inspect any or
all of the Borrower's Inventory and Equipment at all reasonable times upon
reasonable prior notice.
5.05 Notice and the Secured Party's Interests. If requested by the
Secured Party, the Borrower shall give notice of the Secured Party's
security interest in the Collateral to any third person with whom the
Borrower has any actual or prospective contractual relationship or other
business dealings.
5.06 Delivery of Certain Accounts and Documents to the Secured Party.
Immediately upon receipt of any instrument, chattel paper, document of
title (including bills of lading and warehouse receipts), the Borrower
shall deliver such Collateral to the Secured Party and shall execute any
form of assignment requested by the Secured Party with respect thereto.
5.07 Accounts Agings. The Borrower shall furnish the Secured Party
with agings of its Accounts in such form and detail and at such intervals
as the Secured Party may from time to time require.
5.08 Government Accounts. The Borrower shall immediately provide
written notice to the Secured Party of any and all Accounts which arise out
of contracts with the United States or any department, agency or
instrumentality thereof, and shall execute and deliver to the Secured Party
an assignment of claims for such Accounts and cooperate with the Secured
Party in taking any other steps required, in the Secured Party's judgment,
to perfect or continue the perfected status of the Secured Party's security
interest in such Accounts and proceeds thereof under the Federal Assignment
of Claims Act.
5.09 Insurance of Collateral. The Borrower shall keep its Inventory
and Equipment insured against such perils, in such amounts and with such
insurance companies as the Secured Party may require. All insurance
policies shall name the Secured Party as lender loss payee and shall
provide for not less than thirty (30) days' advance notice in writing to
the Secured Party of any cancellation thereof. The Secured Party shall have
the right (but shall be under no obligation) to pay any of the premiums on
such insurance. Any premiums paid by the Secured Party shall, if the
Secured Party so elects, be considered an advance at the highest rate of
interest provided in the Loan Agreement, and all such accrued interest
shall be payable on demand. Any credit insurance covering Accounts shall
name the Secured Party as loss payee. The Borrower expressly authorizes its
insurance carriers to pay proceeds of all insurance policies covering any
or all of the Collateral directly to the Secured Party.
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5.10 New Locations of Collateral and Books and Records. The Borrower
shall immediately notify the Secured Party of any change in the location of
its chief executive office, of any new or additional address where its
books and records concerning the Collateral are located and of any new
locations of Inventory or Equipment no specified in Sections 3.02, 3.03 or
3.04 of this Security Agreement, and if any such location is on leased or
mortgaged premises, promptly furnish the Secured Party with landlord's or
mortgagee's waivers in form and substance satisfactory to the Secured
Party.
5.11 Perfection of the Secured Party's Interests. The Borrower agrees
to cooperate and join, at its expense, with the Secured Party in taking
such steps as necessary, in the Secured Party's judgment, to perfect or
continue the perfected status of the security interests granted hereunder,
including without limitation, the execution and delivery of any financing
statements, amendments thereto and continuation statements, the delivery of
chattel paper, documents or instruments to the Secured Party, the obtaining
of landlords' and mortgagees' waivers required by the Secured Party, the
notation of encumbrances in favor of the Secured Party on certificates of
title, and the execution and filing of any collateral assignments and any
other instruments requested by the Secured Party to perfect its security
interest in any and all of the Borrower's patents, trademarks, service
marks, tradenames, copyrights and other general intangibles. The Secured
Party is expressly authorized to file financing statements without the
Borrower's signature.
5.12 Maintenance of Inventory and Equipment. The Borrower shall care
for and preserve the Inventory and Equipment in good condition and repair,
and will pay the cost of all replacement parts, repairs to and maintenance
of the Equipment. The Borrower will keep complete and accurate maintenance
records with respect to its Equipment.
5.13 Intellectual Property.
(a) Whenever the Borrower or any agent shall file an application for
the registration of any Patent, Trademark or Copyright with any office or
agency in any country or any political subdivision thereof, the Borrower
shall report such filing to the Secured Party within fifteen Business Days
after such filing occurs. Upon request of the Secured Party, the Borrower
shall execute and deliver any and all agreements, instruments, documents,
and papers as the Secured Party may request to evidence the Secured Party's
security interests in any Patent, Trademark or Copyright and any goodwill
and general intangibles of the Borrower relating thereto or represented
thereby. The agreements evidencing the Secured Party's security interest in
such Patents, Trademark or Copyrights will contain terms satisfactory to
the Secured Party.
(b) The Borrower shall, consistent with its past practices, take
whatever action is necessary to protect its rights in any Patents,
Trademarks or Copyrights. The Borrower (either itself or through licensees)
will not allow any third party to infringe on any of its material Patents,
Trademarks or Copyrights. In the event that any material Patent, Trademark
or Copyright is infringed by a third party, the Borrower shall promptly
notify the Secured Party after it learns thereof and shall, unless the
Borrower shall reasonably determine that such Patent, Trademark or
Copyright is of negligible economic value to the Borrower which
determination the Borrower shall promptly report to the Secured Party,
promptly xxx for infringement to seek injunctive relief where appropriate
and to recover any and all damages for such infringement or take such other
actions as the Borrower shall reasonably deem appropriate under the
circumstances.
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5.14 Notification of Adverse Change in Collateral. The Borrower agrees
immediately to notify the Secured Party if (a) any account debtor refuses
to retain or returns any goods, the sale or delivery of which gave rise to
an Account; (b) any Account has arisen pursuant to a sale under term which
differ materially from those customarily offered by the Borrower; or (c)
any event occurs or is discovered which would cause a Qualified Account or
any Qualified Inventory to lose its qualified status or which would cause
any material diminution in the value of any significant item or type of
Collateral.
5.15 Reimbursement and Indemnification. The Borrower agrees to
reimburse the Secured Party on demand for out-of-pocket expenses incurred
in connection with the Secured Party's exercise of its rights under this
Security Agreement. The Borrower agrees to indemnify the Secured Party and
hold it harmless against any costs, expenses, losses, damages and
liabilities (including reasonable attorney's fees) incurred in connection
with this Security Agreement, other than as a direct result of the Secured
Party's gross negligence or willful misconduct.
Section 6. Power of Attorney. The Borrower hereby appoints the Secured
Party as its lawful attorney-in-fact to do, at the Secured Party's option,
and at the Borrower's expense and liability, all acts and things which the
Secured Party may deem necessary or desirable to effectuate its rights
under this Security Agreement, including without limitation, (a) file
financing statements and otherwise perfect any security interest granted
hereby, (b) correspond and negotiate directly with insurance carriers, (c)
upon the occurrence of a default hereunder, receive, open and dispose of in
any reasonable manner all mail addressed to the Borrower and notify Postal
Service authorities to change the address for mail addressed to the
Borrower to an address designated by the Secured Party, (d) upon the
occurrence of a default hereunder, communicate with account debtors and
other third parties for the purpose of protecting or preserving the
Collateral, and (e) upon the occurrence of a default hereunder, in the
Borrower's or the Secured Party's name, to demand, collect, receive, and
receipt for, compound, compromise, settle and give acquittance for, and
prosecute and discontinue or dismiss, with or without prejudice, any suit
or proceeding respecting any of the Collateral.
Section 7. Default. The occurrence of any one or more of the following
shall be a default hereunder:
7.01 Default Under Loan Agreement. The occurrence of an Event of
Default under the Loan Documents or any Swap Agreement.
7.02 Failure to Observe Covenants. The failure of the Borrower to
keep, observe or perform any provisions of this Security Agreement, which
failure is not cured and remedied within thirty (30) days after notice
thereof is given to the Borrower.
7.03 Representations, Warranties. If any representation, warranty or
certificate furnished by the Borrower under or in connection with this
Security Agreement shall, at any time, be materially false or incorrect.
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Section 8. Secured Party's Rights Upon Default. Upon the occurrence of
a default hereunder, or at any time thereafter, the Secured Party may
immediately and without notice do any or all of the following, which rights
and remedies are cumulative, may be exercised from time to time, and are in
addition to any rights and remedies available to the Secured Party under
the Loan Agreement or any other Loan Document:
8.01 Uniform Commercial Code Rights. Exercise any and all of the
rights and remedies as of secured party under the Uniform Commercial Code,
including the right to require the Borrower to assemble the Collateral and
make it available to the Secured Party at a place reasonably convenient to
the parties.
8.02 Operating of Collateral. Operate, utilize, recondition and/or
refurbish (at the Secured Party's sole option and discretion and in any
manner) any of the Collateral which is Equipment, for the purpose of
enhancing or preserving the value thereof or the value of any other
Collateral.
8.03 Notification of Account Debtors. Notify the account debtors for
any of the Accounts that such Accounts have been assigned to the Secured
Party and that payments are to be made directly to the Secured Party, or to
such post office box as the Secured Party may direct. Other than in the
ordinary course of its business, the Borrower shall not compromise,
discharge, extend the time for payment or otherwise grant any indulgence or
allowance with respect to any Account without the prior written consent of
the Secured Party
8.04 Sale of Collateral. Upon five (5) calendar days' prior written
notice to the Borrower, which the Borrower hereby acknowledges to be
sufficient, commercially reasonable and proper, sell, lease or otherwise
dispose of any or all of the Collateral at any time and from time to time
at public or private sale, with or without advertisement thereof and apply
the proceeds of any such sale first to the Secured Party's expenses in
preparing the Collateral for sale (including reasonable attorney's fees)
and second to the complete satisfaction of the Obligations. The Borrower
waives the benefit of any marshalling doctrine with respect to the Secured
Party's exercise of its rights hereunder. The Borrower grants a
royalty-free license to the Secured Party for all patents, service marks,
trademarks, tradenames, copyrights, computer programs and other
intellectual property and proprietary rights sufficient to permit Secured
Part to exercise all rights granted to Secured Party under this Section.
Section 9. Notices. Any written notices required or permitted by this
Security Agreement shall be effective if delivered in accordance with Section
10.2 of the Loan Agreement.
Section 10. Miscellaneous.
10.01 No Waiver. No delay or omission by the Secured Party in
exercising any right or remedy hereunder shall operate as a waiver thereof
or of any other right or remedy, and no single or partial exercise thereof
shall preclude any further exercise thereof or the exercise of any other
right or remedy.
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10.02 Preservation of Rights The Secured Party shall have no
obligation or responsibility to take any steps to enforce or preserve
rights against any parties to any Account and such obligation and
responsibility shall be those of the Borrower exclusively.
10.03 Successors. The provisions of this Security Agreement shall
inure to the benefit of and be binding upon the Secured party and the
Borrower and their respective successors and assigns, provided that the
Borrower's obligations hereunder may not be assigned without the written
consent of the Secured Party.
10.04 Amendments. No modification, rescission, waiver, release or
amendment of any provisions of this Security Agreement shall be effective
unless set forth in a written agreement signed by the Borrower and an
authorized officer of the Secured Party.
10.05 Governing Law. This Security Agreement shall be construed under
the internal laws of the State of New Jersey without reference to conflict
of laws principles.
Severability. If any provision of this Security Agreement shall be held invalid
or unenforceable under applicable law in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of such
provision in any other jurisdiction or the validity or enforceability of any
other provision of this Security Agreement that can be given effect without such
invalid or unenforceable provision.
10.06 Judicial Proceedings. Each party to this Agreement agrees that
any suit, action or proceeding, whether claim or counterclaim, brought or
instituted by any party hereto or any successor or assign of any party, on
or with respect to this Agreement or the dealings of the parties with
respect hereto, shall be tried only by a court and not by a jury. EACH
PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIALLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. Further, each party
waives any right it may have to claim or recover, in any such suit, action
or proceeding, any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. THE BORROWER
ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL
ASPECT OF THIS AGREEMENT AND THAT THE SECURED PARTY WOULD NOT EXTEND CREDIT
TO THE BORROWER IF
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THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be executed and delivered by their authorized officers the day and year first
above written.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Xxxxxxx Xxxxxxx
Assistant Vice President
Schedule 3.01
Other liens and encumbrances:
None
Schedule 3.02
Location of books and records:
Xxx Xxxx Xxxxx Xxxx
Xxx Xxxxxx, XX 00000
Schedule 3.03
Location of Chief Executive Office:
One Xxxx Xxxxx Xxxx
Xxx Xxxxxx, XX 00000
Schedule 3.04
Location of Inventory and Equipment:
One Xxxx Xxxxx Road and 0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000 Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
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Schedule 3.05(a)
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PATENT NO. ISSUE DATE TITLE
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4912760 3/27/90 Off Premises Cable Television Channel Interdiction Method and Apparatus
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5014309 5/7/91 Same as above.
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5208854 5/4/93 Picture Carrier controlled Automatic Gain Control Circuit for Cable
Television Interdiction or Jamming Apparatus
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4963966 10/16/90 CATV Distribution System, Especially Adapted for Off-Premises Premium
Channel Y Interdiction
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5303295 4/12/94 Enhanced Versatility of a Program by a Combination of Technologies
ION of Y Technologies
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5287539 2/15/94 Interdiction Program Denial System for Jamming Audio and Video Signals
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5467397 11/14/95 Interdiction Method and Apparatus with Variable Dwell Time
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5323462 6/21/94 CATV Subscriber Disconnect Switch
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5194947 3/16/93 CATV Signal Distribution Apparatus
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5142574 8/25/92 Optimum Amplitude and Frequency of Jamming Carrier in Interdiction
Program Denial System
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5278908 1/11/94 Interdiction Method and Apparatus with Programmable Jamming
Effectiveness
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5245420 9/14/93 CATV Pay Per View Interdiction
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5331412 7/19/94 Tamper Resistant Apparatus for a CATV System
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5231660 7/27/93 Compensation Control for Off-Premises CATV System
----------------------------------------------------------------------------------------------------------------------
5144267 9/1/92 Variable Slope Network for Off-Premises CATV System
----------------------------------------------------------------------------------------------------------------------
5345504 9/6/94 Differential Compensation Control for Off-Premises CATV System
----------------------------------------------------------------------------------------------------------------------
5251220 10/5/93 Method and Apparatus for Error Detection and Processing
----------------------------------------------------------------------------------------------------------------------
5505901 4/9/96 CATV Pay Per View Interdiction System Method and Apparatus
----------------------------------------------------------------------------------------------------------------------
5436822 7/25/95 Polarity Reversing DC Power Supply for Remotely Located Equipment
----------------------------------------------------------------------------------------------------------------------
5243647 9/7/93 Method and Apparatus for Broadband Signal Distribution
----------------------------------------------------------------------------------------------------------------------
5243651 9/7/93 Diagnostic Method and Apparatus for a Cable Television Interdiction
System
----------------------------------------------------------------------------------------------------------------------
5311325 5/10/94 Method and Apparatus for Providing Periodic Subscription Television
Service
----------------------------------------------------------------------------------------------------------------------
5289541 2/22/94 Interdiction Method and Apparatus with Constant Blanking and Variable
Dwell Times
----------------------------------------------------------------------------------------------------------------------
5361301 11/1/94 Interdiction Method and Apparatus with Direct Memory Control of
Variable Frequency Elements of Variable Frequency Elements
----------------------------------------------------------------------------------------------------------------------
12
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PATENT NO. ISSUE DATE TITLE
----------------------------------------------------------------------------------------------------------------------
5463689 10/31/95 Interdiction Method and Apparatus with Random Mode Jamming
----------------------------------------------------------------------------------------------------------------------
5317635 5/31/94 Interdiction Method and Apparatus with Mode Control for Variable
Frequency Elements
----------------------------------------------------------------------------------------------------------------------
5265160 11/23/93 Interdiction Method and Apparatus with Pulsed Mode Jamming
----------------------------------------------------------------------------------------------------------------------
5341424 8/23/94 Interdiction Method and Apparatus with Frequency Change Inhibit
Function
----------------------------------------------------------------------------------------------------------------------
5604528 2/18/97 Method and Apparatus for Providing Periodic Subscription Television
Services
----------------------------------------------------------------------------------------------------------------------
13
Schedule 3.05(b)
1. Trademark for the name "BLONDER TONGUE" (block letters). Reg. No. 819,812.
2. Trademark for the name "BT" (with design). Reg. No. 821,512.
3. Trademark for the name "AUDIO/BATON" (block letters). Reg. No. 701,268.
14
