SECURITY AGREEMENT
Exhibit
10.37
THIS
AGREEMENT,
dated
as of April 6, 2007, is made by and between PACIFIC CMA, INC., a Delaware
corporation (the “Debtor”), and XXXXX
FARGO BANK, NATIONAL ASSOCIATION (the
“Secured Party”), acting through its Xxxxx Fargo Business Credit operating
division.
Pursuant
to a Credit and Security Agreement of even date herewith (as the same may be
amended, supplemented or restated from time to time, the “Credit Agreement”),
the Secured Party may extend credit accommodations to Airgate International
Corporation, a New York corporation, Airgate International Corporation
(Chicago), an Illinois corporation, and Paradigm International, Inc., a Florida
corporation (collectively and individually, the “Borrowers”).
As
a
condition to extending credit to the Borrowers, the Secured Party has required
the execution and delivery of the Debtor’s Guaranty of even date herewith,
guaranteeing the payment and performance of all obligations of the Borrowers
arising under or pursuant to the Credit Agreement (the “Guaranty”).
As
a
further condition to extending credit to the Borrowers under the Credit
Agreement, the Secured Party has required the execution and delivery of this
Agreement by the Debtor.
ACCORDINGLY,
in consideration of the mutual covenants contained in the Credit Agreement,
the
Guaranty and herein, the parties hereby agree as follows:
1. Definitions.
All
terms defined in the recitals hereto and the Credit Agreement that are not
otherwise defined herein shall have the meanings given them in the recitals
and
the Credit Agreement. All terms defined in the UCC and not otherwise defined
herein have the meanings assigned to them in the UCC. In addition, the following
terms have the meanings set forth below or in the referenced Section of this
Agreement:
“Accounts”
means all of the Debtor’s accounts, as such term is defined in the UCC,
including each and every right of the Debtor to the payment of money, whether
such right to payment now exists or hereafter arises, whether such right to
payment arises out of a sale, lease or other disposition of goods or other
property, out of a rendering of services, out of a loan, out of the overpayment
of taxes or other liabilities, or otherwise arises under any contract or
agreement, whether such right to payment is created, generated or earned by
the
Debtor or by some other Person who subsequently transfers such Person’s interest
to the Debtor, whether such right to payment is or is not already earned by
performance, and howsoever such right to payment may be evidenced, together
with
all other rights and interests (including all Liens) which the Debtor may at
any
time have by law or agreement against any account debtor or other obligor
obligated to make any such payment or against any property of such account
debtor or other obligor; all including but not limited to all present and future
accounts, contract rights, loans and obligations receivable, chattel papers,
bonds, notes and other debt instruments, tax refunds and rights to payment
in
the nature of general intangibles.
“Collateral”
means, whether now owned or existing or hereafter acquired or arising or in
which the Debtor now has or hereafter acquires any rights, all of the Debtor’s
Accounts, chattel paper, deposit accounts, documents, Equipment, General
Intangibles, goods, instruments, Inventory, Investment Property,
letter-of-credit rights, letters of credit, all sums on deposit in any
Collateral Account, and any items in any Lockbox; together with (i) all
substitutions and replacements for and products of any of the foregoing;
(ii) in the case of all goods, all accessions; (iii) all accessories,
attachments, parts, equipment and repairs now or hereafter attached or affixed
to or used in connection with any goods; (iv) all warehouse receipts, bills
of lading and other documents of title now or hereafter covering such goods;
(v) all collateral subject to the Lien of Secured Party; (vi) any money, or
other assets of the Debtor that now or hereafter come into the possession,
custody, or control of the Secured Party; and (vii) proceeds of any and all
of the foregoing.
“Equipment”
means all of the Debtor’s equipment, as such term is defined in the UCC, whether
now owned or hereafter acquired, including but not limited to all present and
future machinery, vehicles, furniture, fixtures, manufacturing equipment, shop
equipment, office and recordkeeping equipment, parts, tools, supplies, and
including specifically the goods described in any equipment schedule or list
herewith or hereafter furnished to the Secured Party by the Debtor.
“Event
of
Default” has the meaning given in Section 6.
“General
Intangibles” means all of the Debtor’s general intangibles, as such term is
defined in the UCC, whether now owned or hereafter acquired, including all
present and future Intellectual Property Rights, customer or supplier lists
and
contracts, manuals, operating instructions, permits, franchises, the right
to
use the Debtor’s name, and the goodwill of the Debtor’s business.
"Indebtedness"
is used herein in its most comprehensive sense and means any and all advances,
debts, obligations and liabilities of the Borrowers to the Secured Party,
heretofore, now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, including under any
swap, derivative, foreign exchange, hedge, deposit, treasury management or
other
similar transaction or arrangement at any time entered into by the Borrowers
with the Secured Party, and whether the Borrowers may be liable individually
or
jointly with others, or whether recovery upon such Indebtedness may be or
hereafter becomes unenforceable.
“Intellectual
Property Rights” means all actual or prospective rights arising in connection
with any intellectual property or other proprietary rights, including all rights
arising in connection with copyrights, patents, service marks, trade dress,
trade secrets, trademarks, trade names or mask works.
-2-
“Inventory”
means all of the Debtor’s inventory, as such term is defined in the UCC, whether
now owned or hereafter acquired, whether consisting of whole goods, spare parts
or components, supplies or materials, whether acquired, held or furnished for
sale, for lease or under service contracts or for manufacture or processing,
and
wherever located.
“Investment
Property” means all of the Debtor’s investment property, as such term is defined
in the UCC, whether now owned or hereafter acquired, including but not limited
to all securities, security entitlements, securities accounts, commodity
contracts, commodity accounts, stocks, bonds, mutual fund shares, money market
shares and U.S. Government securities.
“Lien”
means any security interest, mortgage, deed of trust, pledge, lien, charge,
encumbrance, title retention agreement or analogous instrument or device,
including the interest of each lessor under any capitalized lease and the
interest of any bondsman under any payment or performance bond, in, of or on
any
assets or properties of a Person, whether now owned or hereafter acquired and
whether arising by agreement or operation of law.
“Permitted
Liens” means (i) the Security Interest, (ii) covenants, restrictions,
rights, easements and minor irregularities in title which do not materially
interfere with the Debtor’s business or operations as presently conducted, and
(iii) Liens in existence on the date hereof and described on Exhibit C
hereto.
“Security
Interest” has the meaning given in Section 2.
“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of
New York.
2. Security
Interest.
The
Debtor hereby grants the Secured Party a security interest (the “Security
Interest”) in the Collateral to secure payment of the Indebtedness.
3. Representations,
Warranties and Agreements.
The
Debtor hereby represents, warrants and agrees as follows:
(a) Title.
The
Debtor (i) has absolute title to each item of Collateral in existence on
the date hereof, free and clear of all Liens except the Permitted Liens,
(ii) will have, at the time the Debtor acquires any rights in Collateral
hereafter arising, absolute title to each such item of Collateral free and
clear
of all Liens except Permitted Liens, (iii) will keep all Collateral free
and clear of all Liens except Permitted Liens, and (iv) will defend the
Collateral against all claims or demands of all Persons other than the Secured
Party and the holders of Permitted Liens. The Debtor will not sell or otherwise
dispose of the Collateral or any interest therein, outside the ordinary course
of business, without the prior written consent of the Secured
Party.
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(b) Chief
Executive Office; Identification Number.
The
Debtor’s chief executive office and principal place of business is located at
the address set forth under its signature below. The Debtor’s federal employer
identification number and organization identification number is correctly set
forth under its signature below.
(c) Location
of Collateral.
As of
the date hereof, the tangible Collateral is located only in the states and
at
the address, as identified on Exhibit A attached hereto. The Debtor will not
permit any tangible Collateral to be located in any state (and, if county filing
is required, in any county) in which a financing statement covering such
Collateral is required to be, but has not in fact been, filed in order to
perfect the Security Interest.
(d) Changes
in Name, Constituent Documents, Location.
The
Debtor will not change its name, Constituent Documents, or jurisdiction of
organization, without the prior written consent of the Secured Party. The Debtor
will not change its business address, without prior written notice to the
Secured Party.
(e) Fixtures.
The
Debtor will not permit any tangible Collateral to become part of or to be
affixed to any real property without first assuring to the reasonable
satisfaction of the Secured Party that the Security Interest will be prior
and
senior to any Lien then held or thereafter acquired by any mortgagee of such
real property or the owner or purchaser of any interest therein. If any part
or
all of the tangible Collateral is now or will become so related to particular
real estate as to be a fixture, the real estate concerned and the name of the
record owner are accurately set forth in Exhibit B hereto.
(f) Rights
to Payment.
Each
right to payment and each instrument, document, chattel paper and other
agreement constituting or evidencing Collateral is (or will be when arising,
issued or assigned to the Secured Party) the valid, genuine and legally
enforceable obligation, subject to no defense, setoff or counterclaim (other
than those arising in the ordinary course of business), of the account debtor
or
other obligor named therein or in the Debtor’s records pertaining thereto as
being obligated to pay such obligation. The Debtor will neither agree to any
material modification or amendment nor agree to any forbearance, release or
cancellation of any such obligation, and will not subordinate any such right
to
payment to claims of other creditors of such account debtor or other
obligor.
(g) Commercial
Tort Claims.
Promptly upon knowledge thereof, the Debtor will deliver to the Secured Party
notice of any commercial tort claims it may bring against any Person, including
the name and address of each defendant, a summary of the facts, an estimate
of
the Debtor’s damages, copies of any complaint or demand letter submitted by the
Debtor, and such other information as the Secured Party may request. Upon
request by the Secured Party, the Debtor will grant the Secured Party a security
interest in all commercial tort claims it may have against any
Person.
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(h) Miscellaneous
Covenants.
The
Debtor will:
(i) keep
all
tangible Collateral in good repair, working order and condition, normal
depreciation excepted, and will, from time to time, replace any worn, broken
or
defective parts thereof;
(ii) promptly
pay all taxes and other governmental charges levied or assessed upon or against
any Collateral or upon or against the creation, perfection or continuance of
the
Security Interest;
(iii) at
all
reasonable times, permit the Secured Party or its representatives to examine
or
inspect any Collateral, wherever located, and to examine, inspect and copy
the
Debtor’s books and records pertaining to the Collateral and its business and
financial condition and to send and discuss with account debtors and other
obligors requests for verifications of amounts owed to the Debtor;
(iv) keep
accurate and complete records pertaining to the Collateral and pertaining to
the
Debtor’s business and financial condition and submit to the Secured Party such
periodic reports concerning the Collateral and the Debtor’s business and
financial condition as the Secured Party may from time to time reasonably
request;
(v) promptly
notify the Secured Party of any loss of or material damage to any Collateral
or
of any adverse change, known to the Debtor, in the prospect of payment of any
sums due on or under any instrument, chattel paper, or account constituting
Collateral;
(vi) if
the
Secured Party at any time so requests (after the occurrence of an Event of
Default), promptly deliver to the Secured Party any instrument, document or
chattel paper constituting Collateral, duly endorsed or assigned by the
Debtor;
(vii) at
all
times keep all tangible Collateral insured against risks of fire (including
so-called extended coverage), theft, collision (in case of Collateral consisting
of motor vehicles) and such other risks and in such amounts as the Secured
Party
may reasonably request, with any such policies containing a lender loss payable
endorsement acceptable to the Secured Party;
(viii) from
time
to time authorize or execute such financing statements as the Secured Party
may
reasonably require in order to perfect the Security Interest and, if any
Collateral consists of a motor vehicle, execute such documents as may be
required to have the Security Interest properly noted on a certificate of
title;
(ix) pay
when
due or reimburse the Secured Party on demand for all costs of collection of
any
of the Indebtedness and all other out-of-pocket expenses (including in each
case
all reasonable attorneys’ fees) incurred by the Secured Party in connection with
the creation, perfection, satisfaction, protection, defense or enforcement
of
the Security Interest or the creation, continuance, protection, defense or
enforcement of this Agreement or any or all of the Indebtedness, including
expenses incurred in any litigation or bankruptcy or insolvency
proceedings;
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(x) authorize,
execute, deliver or endorse any and all instruments, documents, assignments,
security agreements and other agreements and writings which the Secured Party
may at any time reasonably request in order to secure, protect, perfect or
enforce the Security Interest and the Secured Party’s rights under this
Agreement; and
(xi) not
use
or keep any Collateral, or permit it to be used or kept, for any unlawful
purpose or in violation of any federal, state or local law, statute or
ordinance.
(i) Secured
Party’s Right to Take Action.
The
Debtor authorizes the Secured Party to file from time to time where permitted
by
law, such financing statements against collateral described as “all personal
property” as the Secured Party deems necessary or useful to perfect the Security
Interest. The Debtor will not amend any financing statements in favor of the
Secured Party except as permitted by law. Further, if the Debtor at any time
fails to perform or observe any agreement contained in Section 3(h), and if
such
failure continues for a period of ten (10) days after the Secured Party gives
the Debtor written notice thereof (or, in the case of the agreements contained
in clauses (vii) and (viii) of Section 3(h), immediately upon the occurrence
of
such failure, without notice or lapse of time), the Secured Party may (but
need
not) perform or observe such agreement on behalf and in the name, place and
stead of the Debtor (or, at the Secured Party’s option, in the Secured Party’s
own name) and may (but need not) take any and all other actions which the
Secured Party may reasonably deem necessary to cure or correct such failure
(including, without limitation the payment of taxes, the satisfaction of
security interests, liens, or encumbrances, the performance of obligations
under
contracts or agreements with account debtors or other obligors, the procurement
and maintenance of insurance, the execution of financing statements, the
endorsement of instruments, the qualification and licensing of the Debtor to
do
business in any jurisdiction, and the procurement of repairs or transportation);
and, except to the extent that the effect of such payment would be to render
any
loan or forbearance of money usurious or otherwise illegal under any applicable
law, the Debtor shall thereupon pay the Secured Party on demand the amount
of
all moneys expended and all costs and expenses (including reasonable attorneys’
fees) incurred by the Secured Party in connection with or as a result of the
Secured Party’s performing or observing such agreements or taking such actions,
together with interest thereon from the date expended or incurred by the Secured
Party at the highest rate then applicable to any of the Indebtedness. To
facilitate the performance or observance by the Secured Party of such agreements
of the Debtor, the Debtor hereby irrevocably appoints (which appointment is
coupled with an interest) the Secured Party, or its delegate, as the
attorney-in-fact of the Debtor with the right (but not the duty) from time
to
time to create, prepare, complete, execute, deliver, endorse or file, in the
name and on behalf of the Debtor, any and all instruments, documents, financing
statements, applications for insurance and other agreements and writings
required to be obtained, executed, delivered or endorsed by the Debtor under
this Section 3 and Section 4.
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4. Rights
of Secured Party.
At any
time and from time to time, whether before or after an Event of Default, the
Secured Party may take any or all of the following actions:
(a) Account
Verification.
The
Secured Party may at any time and from time to time send or require the Debtor
to send requests for verification of accounts or notices of assignment to
account debtors and other obligors. The Secured Party may also at any time
and
from time to time telephone account debtors and other obligors to verify
accounts.
(b) Collateral
Account.
The
Secured Party may establish a collateral account for the deposit of checks,
drafts and cash payments made by the Debtor’s account debtors. If a collateral
account is so established, the Debtor shall promptly deliver to the Secured
Party, for deposit into said collateral account, all payments on Accounts and
chattel paper received by it. All such payments shall be delivered to the
Secured Party in the form received (except for the Debtor’s endorsement where
necessary). Until so deposited, all payments on Accounts and chattel paper
received by the Debtor shall be held in trust by the Debtor for and as the
property of the Secured Party and shall not be commingled with any funds or
property of the Debtor. All deposits in said collateral account shall constitute
proceeds of Collateral and shall not constitute payment of any Obligation.
Unless otherwise agreed in writing, the Debtor shall have no right to withdraw
amounts on deposit in any collateral account.
(c) Lockbox.
The
Secured Party may, by notice to the Debtor, require the Debtor to direct each
of
its account debtors to make payment directly to a special lockbox to be under
the control of the Secured Party. The Debtor hereby authorizes and directs
the
Secured Party to deposit all checks, drafts and cash payments received in said
lockbox into the collateral account established as set forth above.
(d) Direct
Collection.
The
Secured Party may notify any account debtor, or any other Person obligated
to
pay any amount due, that such chattel paper, Account, or other right to payment
has been assigned or transferred to the Secured Party for security and shall
be
paid directly to the Secured Party. At any time after the Secured Party or
the
Debtor gives such notice to an account debtor or other obligor, the Secured
Party may (but need not), in its own name or in the Debtor’s name, demand, xxx
for, collect or receive any money or property at any time payable or receivable
on account of, or securing, any such chattel paper, Account, or other right
to
payment, or grant any extension to, make any compromise or settlement with
or
otherwise agree to waive, modify, amend or change the obligations (including
collateral obligations) of any such account debtor or other
obligor.
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5. Assignment
of Insurance.
The
Debtor hereby assigns to the Secured Party, as additional security for the
payment of the Indebtedness, any and all moneys (including but not limited
to
proceeds of insurance and refunds of unearned premiums) due or to become due
under, and all other rights of the Debtor under or with respect to, any and
all
policies of insurance covering the Collateral, and the Debtor hereby directs
the
issuer of any such policy to pay any such moneys directly to the Secured Party.
After the occurrence of an Event of Default, the Secured Party may (but need
not), in its own name or in the Debtor’s name, execute and deliver proofs of
claim, receive all such moneys, endorse checks and other instruments
representing payment of such moneys, and adjust, litigate, compromise or release
any claim against the issuer of any such policy.
6. Events
of Default.
Each of
the following occurrences shall constitute an event of default under this
Agreement (herein called “Event of Default”): (i) an Event of Default shall
occur under the Credit Agreement; or (ii) the Debtor shall fail to observe
or
perform any covenant or agreement herein binding on it; or (iii) any
representation or warranty by the Debtor set forth in this Agreement or made
to
the Secured Party in any financial statements or reports submitted to the
Secured Party by or on behalf of the Debtor shall prove materially false or
misleading; .
7. Remedies
upon Event of Default.
Upon
the occurrence of an Event of Default and at any time thereafter, the Secured
Party may exercise any one or more of the following rights and remedies:
(i) exercise and enforce any or all rights and remedies available upon
default to a secured party under the UCC, including but not limited to the
right
to take possession of any Collateral, proceeding without judicial process or
by
judicial process (without a prior hearing or notice thereof, which the Debtor
hereby expressly waives), and the right to sell, lease or otherwise dispose
of
any or all of the Collateral, and in connection therewith, the Secured Party
may
require the Debtor to make the Collateral available to the Secured Party at
a
place to be designated by the Secured Party which is reasonably convenient
to
both parties, and if notice to the Debtor of any intended disposition of
Collateral or any other intended action is required by law in a particular
instance, such notice shall be deemed commercially reasonable if given (in
the
manner specified in Section 9) at least ten (10) days prior to the date of
intended disposition or other action; (ii) exercise or enforce any or all
other rights or remedies available to the Secured Party by law or agreement
against the Collateral, against the Debtor or against any other Person or
property. The Secured Party is hereby granted a nonexclusive, worldwide and
royalty-free license to use or otherwise exploit all Intellectual Property
Rights owned by or licensed to the Debtor that the Secured Party deems necessary
or appropriate to the disposition of any Collateral; and (iii) exercise or
enforce any or all other rights or remedies available to the Secured Party
by
law or agreement against the Collateral, against the Debtor or against any
other
person or property.
8. Other
Personal Property.
Unless
at the time the Secured Party takes possession of any tangible Collateral,
or
within seven days thereafter, the Debtor gives written notice to the Secured
Party of the existence of any goods, papers or other property of the Debtor,
not
affixed to or constituting a part of such Collateral, but which are located
or
found upon or within such Collateral, describing such property, the Secured
Party shall not be responsible or liable to the Debtor for any action taken
or
omitted by or on behalf of the Secured Party with respect to such
property.
-8-
9. Notices;
Requests for Accounting.
All
notices and other communications hereunder shall be in writing and shall be
(a) personally delivered, (b) sent by first class United States mail,
(c) sent by overnight courier of national reputation, or
(d) transmitted by telecopy, in each case addressed or telecopied to the
party to whom notice is being given at its address or telecopier number as
set
forth below its signature or, as to each party, at such other address or
telecopier number as may hereafter be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section. All such notices, requests, demands and other communications shall
be
deemed to have been given on (i) the date received if personally delivered,
(ii) when deposited in the mail if delivered by mail, (iii) the date
sent if sent by overnight courier, or (iv) the date of transmission if
delivered by telecopy. All requests under Section 9-210 of the UCC
(i) shall be made in a writing signed by an authorized Person,
(ii) shall be personally delivered, sent by registered or certified mail,
return receipt requested, or by overnight courier of national reputation
(iii) shall be deemed to be sent when received by the Secured Party and
(iv) shall otherwise comply with the requirements of Section 9-210. The Debtor
requests that the Secured Party respond to all such requests which on their
face
appear to come from an authorized individual and releases the Secured Party
from
any liability for so responding. The Debtor shall pay Secured Party the maximum
amount allowed by law for responding to such requests.
10. Miscellaneous.
This
Agreement has been duly and validly authorized by all necessary corporate
action. This Agreement does not contemplate a sale of accounts, or chattel
paper. This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interest can be released, only explicitly in a
writing signed by the Secured Party, and, in the case of amendment or
modification, in a writing signed by the Debtor. A waiver signed by the Secured
Party shall be effective only in the specific instance and for the specific
purpose given. Mere delay or failure to act shall not preclude the exercise
or
enforcement of any of the Secured Party’s rights or remedies. All rights and
remedies of the Secured Party shall be cumulative and may be exercised
singularly or concurrently, at the Secured Party’s option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to
nor
bar the exercise or enforcement of any other. The Secured Party’s duty of care
with respect to Collateral in its possession (as imposed by law) shall be deemed
fulfilled if the Secured Party exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable care in
the
selection of the bailee or other third person, and the Secured Party need not
otherwise preserve, protect, insure or care for any Collateral. The Secured
Party shall not be obligated to preserve any rights the Debtor may have against
prior parties, to realize on the Collateral at all or in any particular manner
or order, or to apply any cash proceeds of Collateral in any particular order
of
application. This Agreement shall be binding upon and inure to the benefit
of
the Debtor and the Secured Party and their respective successors and assigns
and
shall take effect when signed by the Debtor and delivered to the Secured Party,
and the Debtor waives notice of the Secured Party’s acceptance hereof. The
Secured Party may execute this Agreement if appropriate for the purpose of
filing, but the failure of the Secured Party to execute this Agreement shall
not
affect or impair the validity or effectiveness of this Agreement. A carbon,
photographic or other reproduction of this Agreement or of any financing
statement signed by the Debtor shall have the same force and effect as the
original for all purposes of a financing statement. This Agreement shall be
governed by and construed in accordance with the substantive laws (other than
conflict laws) of the State of New York. If any provision or application of
this
Agreement is held unlawful or unenforceable in any respect, such illegality
or
unenforceability shall not affect other provisions or applications which can
be
given effect and this Agreement shall be construed as if the unlawful or
unenforceable provision or application had never been contained herein or
prescribed hereby. All representations and warranties contained in this
Agreement shall survive the execution, delivery and performance of this
Agreement and the creation and payment of the Indebtedness. The parties hereto
hereby (i) consent to the personal jurisdiction of the state and federal
courts located in the State of New York in connection with any controversy
related to this Agreement; (ii) waive any argument that venue in any such
forum is not convenient, (iii) agree that any litigation initiated by the
Secured Party or the Debtor in connection with this Agreement or the other
Loan
Documents may be venued in either the state or federal courts located in New
York County, New York; and (iv) agree that a final judgment in any such
suit, action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.
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11. THE
PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
ON OR
PERTAINING TO THIS AGREEMENT.
REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
and year first above written.
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION
|
PACIFIC CMA, INC. | ||||
| By: | /s/ Xxxxxxxx Xxxxxxx | By: | /s/ Xxxxx Xxxxxx | ||
|
Name:
Xxxxxxxx
Xxxxxxx
Title:
Vice President
|
Name:
Xxxxx Xxxxxx
Title:
President
|
||||
|
Address:
000
Xxxx 00xx
Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000-0000
Attention:
Relationship Manager for Airgate International Corporation
|
Address:
c/o
Airgate International Corporation
000-00
Xxxxxxxx Xxxxxxxxx
Xxxxxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxxxx
|
||||
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EXHIBIT
A
LOCATION
OF COLLATERAL
000-00
Xxxxxxxx Xxxxxxxxx
Xxxxxxx,
XX 00000
0000
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
00000
Xxxxxx Xxxxxx, Xxxx X
Xxx
Xxxxxxx, XX
-12-
EXHIBIT
B
LEGAL
DESCRIPTION
|
1
Xxxxx Management Inc.
|
|
2/F.,
000-00 Xxxxxxxx Xxxxxxxxx,
|
|
|
|
|
Xxxxxxx,
XX 00000
|
|
|
2
Xxxxx Management Inc.
|
|
1/F.,
Office and Warehouse of
|
|
|
|
|
000-00
Xxxxxxxx Xxxxxxxxx,
|
|
|
|
|
Xxxxxxx,
XX 00000
|
|
|
3
Xxxxx Management Inc.
|
|
1/F.,
Office and Warehouse of
|
|
|
|
|
000-00
Xxxxxxxx Xxxxxxxxx,
|
|
|
|
|
Xxxxxxx,
XX 00000
|
Airgate
International Corp (Chicaqo)
|
1 KFS
Inc.
|
0000
Xxxxxxx Xxxxx.
|
|
|
Xxxxxxx,
XX 00000
|
Paradigm
International Inc.
|
Fair
Oak LLC
|
00000
Xxxxxx Xxxxxx, Xxxx X,
|
|
|
Xxx Xxxxxxx Office |
Pacific
CMA International
|
No
lease
|
|
No
lease
|
With
regard to the premises situated in Dupage County, Illinois, see attachment
“1”
hereto.
With
regard to the premises having an address at 00000 Xxxxx Xxxxxx, Xxxx X, Xxx
Xxxxxxx, Xxxxxxxxxx, see Attachment “2” hereto.
With
regard to the premises having an address at 000-00 Xxxxxxxx Xxxxxxxxx, Xxxxxxx,
Xxx Xxxx, see Attachment “3” to be provided.
-13-
PREMISES.
Landord,
in consideration
of the
lease payments
provided in this Lease,
leases
to
Tenant 2000 square feet
with
5
private
offices (the “Premises’)
located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000.
-14-
EXHIBIT
“A”
DESCRIPTION
OF LANDLORD’S PROPERTY
THE
LAND
SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND DESCRIBED AS
FOLLOWS:
XXXX
00
XXX 00 XX XXXXX XX.00000, XX THE CITY OF LOANGELES, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 492 PAGE 29 AND 30
OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THERFROM
THE
SOUTHERLY 3 FEET OF SAID LOT 10.
ATTACHMENT
2
-15-
