EXHIBIT 10.2
SECURITY INTEREST AGREEMENT
SECURITY INTEREST AGREEMENT ("Security Interest Agreement"), dated as of
December 15, 2005, by and among the persons set forth on Schedule 1 (each a
"Secured Party" and collectively, the "Secured Parties"), AMEDIA NETWORKS, INC.,
a Delaware corporation having its principal executive offices at 000 Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 (the "Company" or the "Debtor"), and
XXXXXXX & XXXXXX, LLP, as agent for the Secured Parties (the "Agent").
RECITALS
A. Reference is made to (i) that certain Bridge Loan Agreement of
even date herewith (the "Bridge Loan Agreement") to which the Debtor and each of
the Secured Party are parties, and (ii) the Transaction Agreements, including,
without limitation, the Notes. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the relevant Transaction Agreements.
B. Pursuant to the Notes, the Debtor has certain obligations to
each of the Secured Parties (all such obligations, the "Obligations").
C. In order to induce each of the Secured Parties to execute and
deliver the Transaction Agreements and to make the advances to the Debtor
contemplated thereby, and as contemplated by the Bridge Loan Agreement and the
Notes, the Debtor has agreed to grant to each of the Secured Parties a security
interest in the Collateral (as defined below) to secure the due and punctual
fulfillment of the Obligations. Each of the Secured Parties is willing to enter
into the Bridge Loan Agreement and the other Transaction Agreements only upon
receiving the Debtor's execution of this Security Interest Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and conditions contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. GRANT OF SECURITY INTEREST.
(a) In order to secure the due and punctual fulfillment of the
Obligations, the Debtor hereby grants, conveys, transfers and assigns to the
Secured Parties (and to each of them based on their respective Allocable Shares,
as defined below) a continuing security interest in the Collateral.
(b) For purposes of this Agreement, the following terms shall have
the meanings indicated:
"COLLATERAL" is all right, title and interest of Debtor in and to all of the
following, whether now owned or hereafter arising or acquired and wherever
located: All assets of the Debtor, including, but not limited to: all personal
and fixture property of every kind and nature, including without limitation all
goods (including inventory, equipment and any accessions thereto), instruments
(including promissory notes), documents, accounts (including accounts
receivable), chattel paper (whether tangible or electronic), deposit accounts,
letter-of-credit rights (whether or not the letter of credit is evidenced by a
writing), commercial tort claims, securities and all other investment property,
supporting obligations, any other contract rights or rights to the payment of
money, insurance claims and proceeds, and all general intangibles (including all
payment intangibles); all Equipment; all Intellectual Property; and any and all
claims, rights and interests in any of the above, and all guaranties and
security for any of the above, and all substitutions and replacements for,
additions, accessions, attachments, accessories, and improvements to, and
proceeds (including proceeds of any insurance policies, proceeds of proceeds and
claims against third parties) of, any and all of the above, and all Debtor's
books relating to any and all of the above and includes, without limiting the
generality of the above, the Equipment (and related IP) listed in Exhibit B.
"CODE" is the Uniform Commercial Code, in effect in the State of New York as in
effect from time to time.
"COPYRIGHTS" are all copyrights, copyright rights, applications or registrations
and like protections in each work or authorship or derivative work, whether
published or not (whether or not it is a trade secret) now or later existing,
created, acquired or held.
"EQUIPMENT" has the meaning set forth in the Code and includes all present and
future machinery, equipment, tenant improvements, furniture, fixtures, vehicles,
tools, parts and attachments in which Debtor has any interest.
"INTELLECTUAL PROPERTY" is all present and future (a) Copyrights, (b) trade
secret rights, including all rights to unpatented inventions and know-how, and
confidential information; (c) mask work or similar rights available for the
protection of semiconductor chips; (d) Patents; (e) Trademarks; (f) computer
software and computer software products; (g) designs and design rights; (h)
technology; (i) all claims for damages by way of past, present and future
infringement of any of the rights included above; (j) all licenses or other
rights to use any property or rights of a type described above.
"PATENTS" are patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same.
"TRADEMARKS" are trademarks, servicemarks, trade styles, and trade names,
whether or not any of the foregoing are registered, and all applications to
register and registrations of the same and like protections, and the entire
goodwill of the business of Debtor connected with and symbolized by any such
trademarks.
(b) The security interests granted pursuant to this Section (the
"Security Interests") are granted as security only and shall not subject any of
the Secured Parties to, or transfer or in any way affect or modify, any
obligation or liability of the Debtor under any of the Collateral or any
transaction which gave rise thereto.
(c) The term "Allocable Share" means, with respect to each Secured
Party (if there is more than one Secured Party), as of the relevant date, the
fraction equal to (i) the outstanding principal of the Debentures then held by
such Secured Party, divided by (ii) the aggregate outstanding principal of the
Debentures then held by all Secured Parties.
SECTION 2. FILING; FURTHER ASSURANCES.
(a) The Debtor will, at its expense, cause to be searched the public
records with respect to the Collateral and will execute, deliver, file and
record (in such manner and form as each of the Secured Parties may require), or
permit each of the Secured Parties to file and record, as its attorney in fact,
any financing statements, any carbon, photographic or other reproduction of a
financing statement or this Security Agreement (which shall be sufficient as a
financing statement hereunder), any specific assignments or other paper that may
be reasonably necessary or desirable, or that the Secured Parties may request,
in order to create, preserve, perfect or validate any Security Interest or to
enable each of the Secured Parties to exercise and enforce its rights hereunder
with respect to any of the Collateral. The Debtor hereby appoints each Secured
Party as Debtor's attorney-in-fact to execute in the name and behalf of Debtor
such additional financing statements as such Secured Party may request.
(b) Each Secured Party has designated an Agent as provided in the
Section titled "Agent" below. Among other things, such Agent shall be agent of
each such Secured Party for execution of and identification on any financing
statement or similar instrument referring to or describing the Collateral.
(c) The Agent is authorized to execute and file any and all
financing statements desired to be filed by the relevant Secured Party to
reflect the security interest in the Collateral in any and all jurisdictions.
For such purposes, the Debtor irrevocably appoints the Agent (acting by Xxxxxx
X. Xxxxxxx or Xxxxxx Xxxxxxxx, or either one of them), with full power of
substitution to execute and file such financing statements naming the Debtor as
debtor thereon.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby
represents and warrants to each Secured Party (a) that, except as set forth in
Exhibit A attached hereto, the Debtor is, or to the extent that certain of the
Collateral is to be acquired after the date hereof, will
be, the owner of the Collateral free from any adverse lien, security interest or
encumbrance; (b) that except for such financing statements as may be described
on Exhibit A attached hereto and made a part hereof, no financing statement
covering the Collateral is on file in any public office, other than the
financing statements filed pursuant to this Security Agreement; and (c) that all
additional information, representations and warranties contained in Exhibit B
attached hereto and made a part hereof are true, accurate and complete on the
date hereof.
SECTION 4. COVENANTS OF DEBTOR. The Debtor hereby covenants and agrees
with each Secured Party that the Debtor (a) will, at the Debtor's sole cost and
expense, defend the Collateral against all claims and demands of all persons at
any time claiming any interest therein junior to the Secured Party's interest;
(b) will provide the Secured Party with prompt written notice of (i) any change
in the chief executive officer of the Debtor or the office where the Debtor
maintains its books and records pertaining to the Collateral; (ii) the movement
or location of all or a material part of the Collateral to or at any address
other than as set forth in said Exhibit B; and (iii) any facts which constitute
a Debtor Event of Default (as such term is defined below), or which, with the
giving of notice and/or the passage of time, could or would constitute a Debtor
Event of Default, pursuant to the Section titled "Debtor Events of Default"
below; (c) will promptly pay any and all taxes, assessments and governmental
charges upon the Collateral prior to the date penalties are attached thereto,
except to the extent that such taxes, assessments and charges shall be contested
in good faith by the Debtor; (d) will immediately notify the Secured Party of
any event causing a substantial loss or diminution in the value of all or any
material part of the Collateral and the amount or an estimate of the amount of
such loss or diminution; (e) will have and maintain adequate insurance at all
times with respect to the Collateral, for such other risks as are customary in
the Debtor's industry for the respective items included in the Collateral, such
insurance to be payable to the Secured Party and the Debtor as their respective
interests may appear, and shall provide for a minimum of ten (10) days prior
written notice of cancellation to the Secured Party, and Debtor shall furnish
the Secured Party with certificates or other evidence satisfactory to the
Secured Party of compliance with the foregoing insurance provisions; (f) will
not sell or offer to sell or otherwise assign, transfer or dispose of the
Collateral or any interest therein, without the prior written consent of the
Secured Party, except in the ordinary course of business; (g) will keep the
Collateral free from any adverse lien, security interest or encumbrance (except
for encumbrances specified in Exhibit A attached hereto) and in good order and
repair, reasonable wear and tear excepted, and will not waste or destroy the
Collateral or any part thereof; and (h) will not use the Collateral in material
violation of any statute or ordinance the violation of which could materially
and adversely affect the Debtor's business.
SECTION 5. RECORDS RELATING TO COLLATERAL. The Debtor will keep its
records concerning the Collateral at its offices designated in the caption of
this Security Interest Agreement or at such other place or places of business of
which the Secured Party shall have been notified in writing no less than ten
(10) days prior thereto. The Debtor will hold and preserve such records and
chattel paper and will permit representatives of the Secured Party at any time
during normal business hours upon reasonable notice to examine and inspect the
Collateral and to make abstracts from such records and chattel paper, and will
furnish to the Secured Party such information and reports regarding the
Collateral as the Secured Party may from time to time reasonably request.
SECTION 6. GENERAL AUTHORITY. From and during the term of any Debtor
Event of Default, the Debtor hereby appoints the Secured Party the Debtor's
lawful attorney, with full power of substitution, in the name of the Debtor, for
the sole use and benefit of the Secured Party, but at the Debtor's expense, to
exercise, all or any of the following powers with respect to all or any of the
Collateral:
(a) to demand, xxx for, collect, receive and give acquittance for
any and all monies due or to become due;
(b) to receive, take, endorse, assign and deliver all checks, notes,
drafts, documents and other negotiable and non- negotiable instruments and
chattel paper taken or received by the Secured Party;
(c) to settle, compromise, prosecute or defend any action or
proceeding with respect thereto;
(d) to sell, transfer, assign or otherwise deal in or with the same
or the proceeds thereof or the related goods securing the Collateral, as fully
and effectually as if the Secured Party were the sole and absolute owner
thereof;
(e) to extend the time of payment of any or all thereof and to make
any allowance and other adjustments with reference thereto; and
(f) to discharge any taxes, liens, security interests or other
encumbrances at any time placed thereon;
provided that the Secured Party shall give the Debtor not less than ten (10)
business days prior written notice of the time and place of any sale or other
intended disposition of any of the Collateral.
The exercise by the Secured Party of or failure to so exercise any
authority granted herein shall in no manner affect Debtor's liability to the
Secured Party, and provided, further, that the Secured Party shall be under no
obligation or duty to exercise any of the powers hereby conferred upon them and
they shall be without liability for any act or failure to act in connection with
the collection of, or the preservation of, any rights under any of the
Collateral.
SECTION 7. DEBTOR EVENTS OF DEFAULT.
(a) The Debtor shall be in default under this Security Agreement
upon the occurrence of an Event of Default (as defined in the Note) by the
Debtor (a "Debtor Event of Default").
(b) The Debtor hereby irrevocably agrees that, upon the occurrence
of a Debtor Event of Default, the Debtor shall be deemed to have consented to an
immediate conveyance and transfer to the Secured Party of the copyrights and all
other rights the Debtor may have in the software included in the Collateral,
including, but not necessarily limited to, the software identified in Schedule B
attached hereto. In furtherance of the foregoing, and not in limitation thereof,
the Debtor will, upon the occurrence of a Debtor Event of Default, deliver to
the Secured Party copies of the source code of the relevant software, with
accompanying written assignment of the software to the Secured Party. Without
limiting the foregoing, such source code and assignment shall be in form
sufficient to enable the Secured Party to register the software in Secured
Party's name with the Copyright Register. The Debtor hereby agrees to take all
steps necessary or appropriate, as requested by the Secured Party, to effectuate
and reflect such conveyance and transfer or assignment to Secured Party. In all
events, such conveyance, transfer or assignment shall be deemed to vest title in
such software in the Secured Party.
(c) In furtherance of the foregoing and not in limitation thereof,
the Debtor acknowledges and agrees that the Secured Party may, upon the
occurrence of a Debtor Event of Default, seek the immediate entry of a
preliminary injunction prohibiting the Debtor's use of such software in any
shape, way or manner, including, but not necessarily limited to, through the
sale of products that use any of such software, and the Debtor hereby
irrevocably agrees that it will not contest an application seeking entry of a
preliminary injunction and that it will accept the entry of such injunction.
SECTION 8. REMEDIES UPON DEBTOR EVENT OF DEFAULT. If any Debtor Event of
Default shall have occurred, then in addition to the provisions of Section 7
hereof, the Secured Party may exercise all the rights and remedies of a secured
party under the Uniform Commercial Code. The Secured Party may require the
Debtor to assemble all or any part of the Collateral and make it available to
the Secured Party at a place to be designated by the Secured Party which is
reasonably convenient. The Secured Party shall give the Debtor ten (10) business
days prior written notice of the Secured Party's intention to make any public or
private sale or sale at a broker's board or on a securities exchange of the
Collateral. At any such sale the Collateral may be sold in one lot as an
entirety or in separate parcels, as the Secured Party, in its sole discretion,
may determine. The Secured Party shall not be obligated to make any such sale
pursuant to any such notice. The Secured Party may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be
adjourned. The Secured Party, instead of exercising the power of sale herein
conferred upon it, may proceed by a suit or suits at law or in equity to
foreclose the Security Interests and sell
the Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.
SECTION 9. APPLICATION OF COLLATERAL AND PROCEEDS. The proceeds of any
sale of, or other realization upon, all or any part of the Collateral shall be
applied in the following order of priorities: (a) first, to pay the reasonable
expenses of such sale or other realization, including, without limitation,
reasonable attorneys' fees, and all expenses, liabilities and advances
reasonably incurred or made by the Secured Party in connection therewith, and
any other unreimbursed expenses for which the Secured Party is to be reimbursed
pursuant to the Section titled "Expenses; Secured Party's Lien" below; (b)
second, to the payment of the Obligations in such order of priority as the
Secured Party, in its sole discretion, shall determine; and (c) finally, to pay
to the Debtor, or its successors or assigns, or as a court of competent
jurisdiction may direct, any surplus then remaining from such proceeds.
SECTION 10. EXPENSES; SECURED PARTY'S LIEN. If any Debtor Event of
Default shall have occurred, the Debtor will forthwith upon demand pay to the
Secured Party: (a) the amount which the Secured Party may have been required to
pay to free any of the Collateral from any lien thereon; and (b) the amount of
any and all reasonable out-of-pocket expenses, including, without limitation,
the reasonable fees and disbursements of its counsel, and of any agents not
regularly in its employ, which the Secured Party may incur in connection with
the collection, sale or other disposition of any of the Collateral.
SECTION 11. TERMINATION OF SECURITY INTERESTS; RELEASE OF COLLATERAL.
Upon the payment, performance or other satisfaction in full of all the
Obligations, the Security Interests shall terminate and all rights to the
Collateral shall revert to the Debtor. Upon any such termination of the Security
Interests or release of Collateral, the Secured Party will, at the Debtor's
expense, to the extent permitted by law, execute and deliver to the Debtor such
documents as the Debtor shall reasonably request to evidence the termination of
the Security Interests or the release of such Collateral, as the case may be.
The Debtor further covenants and agrees that it will not grant any other
security interest or other lien or rights in the Collateral (however
denominated) as long as any of the Obligations remains outstanding.
SECTION 12. NOTICES. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (a) personally served,
(b) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (c) delivered by reputable air courier service with charges
prepaid, or (d) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or
other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (ii) on the second business day following the date of mailing by
express courier service or on the fifth business day after deposited in the
mail, in each case, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be for (i) the Debtor as provided in the Bridge Loan
Agreement for notices to the Company, (ii) for each Secured Party as provided in
the Bridge Loan Agreement for notices to the Buyer and (iii) for the Agent as
provided in the Bridge Loan Agreement for notices to the Escrow Agent. Any party
hereto may from time to time change its address or facsimile number for notices
under this Section in the manner contemplated by the Bridge Loan Agreement.
SECTION 13. AGENT.
(a) Anything in the other provisions of this Security Interest
Agreement to the contrary notwithstanding, the Secured Party may designate
another entity to act as agent (the "Agent") for the Secured Party with respect
to any one or more of the rights of Secured Party hereunder, including, but not
necessarily limited to, the right to hold the security interest and/or be named
as secured party (as agent for the Secured Party) in any filed financing
statement and to take action in the name and stead of the Secured Party
hereunder. Such designation may be made with or without power of substitution,
Such designation shall remain in effect until canceled by the Secured Party, as
provided herein; provided, however, that such cancellation shall not affect the
validity of any action theretofore taken by such agent pursuant to this Security
Interest Agreement. The Debtor acknowledges and agrees to honor such designation
and acknowledges that the Agent is acting as the agent of the Secured Party and
not as a principal.
(b) Each Secured Party hereby confirms that the Secured Party has
designated Xxxxxxx & Xxxxxx, LLP (acting by Xxxxxx X. Xxxxxxx or Xxxxxx
Xxxxxxxx, or either one of them), as its initial Agent, with full right of
substitution.
(c) If there is more than one Secured Party, the Agent shall act as
agent for all Secured Parties. Any revocation of the authority of the Agent or
the designation of an alternate Agent shall be done only by Secured Parties who
represent a Majority in Interest of the Holders at that time; provided that at
all times all Secured Parties shall be represented by one and the same Agent.
(d) Reference is made to the provisions of Sections 2 through 15,
inclusive, of the Joint Escrow Instructions. All such provisions are
incorporated herein by reference, as if set forth herein in full, except that,
for such purposes, the references therein to (i) the "Escrow Agent" shall be
deemed to be references to the "Agent" under this Security Interest Agreement,
(ii) the "Company" shall be deemed to be references to the Debtor under this
Security Interest Agreement, and (iii) the "Buyer" shall be deemed to be
references to the relevant Secured Party under this Security Interest Agreement.
SECTION 14. MISCELLANEOUS.
(a) No failure on the part of the Secured Party to exercise, and no
delay in exercising, and no course of dealing with respect to, any right, power
or remedy under this Security Interest Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise by the Secured Party of any
right, power or remedy under this Security Interest Agreement preclude the
exercise, in whole or in part, of any other right, power or remedy. The remedies
in this Security Interest Agreement are cumulative and are not exclusive of any
other remedies provided by law. Neither this Security Interest Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally but
only by a statement in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.
(b) The execution and delivery by Debtor of this Security Interest
Agreement and all documents delivered in connection herewith have been duly and
validly authorized by all necessary corporate action of Debtor and this
Agreement and all documents delivered in connection herewith have been duly and
validly executed and delivered by Debtor. The execution and delivery by Debtor
of this Security Interest Agreement and all documents delivered in connection
herewith will not result in a breach or default of or under the Certificate of
Incorporation, By-laws or any agreement, contract or indenture of Debtor. This
Security Interest Agreement and all documents delivered in connection therewith
are legal, valid and binding obligations of Debtor enforceable against Debtor in
accordance with their terms.
(c) In the event that any action is taken by Debtor or Secured Party
in connection with the this Security Interest Agreement, or any related document
or matter, the losing party in such legal action, in addition to such other
damages as he or it may be required to pay, shall pay reasonable attorneys' fees
to the prevailing party.
SECTION 15. SEPARABILITY. If any provision hereof shall prove invalid or
unenforceable in any jurisdiction whose laws shall be deemed applicable, the
other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Secured Party.
SECTION 16. GOVERNING LAW.
(a) This Security Interest Agreement shall be governed by and
construed in accordance with the laws of the State of New York for contracts to
be wholly performed in such state and without giving effect to the principles
thereof regarding the conflict of laws. Each of the parties consents to the
exclusive jurisdiction of the federal courts whose districts encompass any part
of the County of New York or (except with respect to issues relating to the
copyright in and to the software, as contemplated by Section 7 hereof, which
shall exclusively be in the aforesaid federal courts) or of the state courts of
the State of New York sitting in the County of New York in connection with any
dispute arising under this Security Interest Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any objection
based on FORUM NON COVENIENS, to the bringing of any such proceeding in such
jurisdictions or to any claim that such venue of the suit, action or proceeding
is improper. To the extent determined by such court, the Debtor shall reimburse
the Secured Party for any reasonable legal fees and disbursements incurred by
the Secured Party in enforcement of or protection of any of its rights under
this Security Interest Agreement. Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.
(b) The Debtor and the Secured Party acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Security Interest Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Security Interest Agreement and to enforce specifically
the terms and provisions hereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity.
SECTION 16. JURY TRIAL WAIVER. The Debtor and the Secured Party hereby
waive a trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other in respect of any matter arising
out of or in connection with the Note or this Security Interest Agreement.
SECTION 17. ASSIGNMENT. Only in connection with the transfer of all of
the rights under the Transaction Agreements in accordance with their terms, a
Secured Party may assign or transfer the whole of its security interest granted
hereunder. Any transferee of the Collateral shall be vested with all of the
rights and powers of the assigning Secured Party hereunder with respect to the
Collateral.
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SECTION 18. WAIVER. The Debtor waives any right that it may have to
require Secured Party to proceed against any other person, or proceed against or
exhaust any other security, or pursue any other remedy Secured Party may have.
IN WITNESS WHEREOF, the Parties have executed this Security Interest
Agreement as of the day, month and year first above written.
SECURED PARTY:
SECURED PARTIES (named in Schedule 1):
By: Xxxxxxx & Xxxxxx LLP, as their agent
By:_________________________________________
DEBTOR:
AMEDIA NETWORKS, INC.
By:__________________________________________
President
AGENT:
XXXXXXX & PRAGER, LLP
By:_________________________________________
SCHEDULE 1
The Secured Parties are:
------------------------------------------ -------------------------------------
Name Address
------------------------------------------ -------------------------------------
BRIDGE LOAN AGREEMENT, DATED AS OF
DECEMBER 15, 2005
------------------------------------------ -------------------------------------
Double U Master Fund LP Harbour House, Waterfront Drive
Road Town, Tortola, BVI
------------------------------------------ -------------------------------------
Harborview Special Situations Ltd. Harbour House, 2nd Floor
Waterfront Drive
Road Town, Tortola, BVI
------------------------------------------ -------------------------------------
------------------------------------------ -------------------------------------
BRIDGE LOAN AGREEMENT, DATED
AS OF _________, 200_*
------------------------------------------ -------------------------------------
------------------------------------------ -------------------------------------
*This Schedule 1 may be amended to reflect one or more additional Secured
Parties who are named as the Buyer(s) in a Bridge Loan Agreement which is
executed in connection with a Permitted New Transaction. In such event the
Schedule shall reflect the date of the Bridge Loan Agreement of such Permitted
New Transaction.
EXHIBIT A
EXCEPTIONS TO REPRESENTATIONS
The Company may grant a security interest in the Collateral, provided that
(except with respect to a security interest in the Collateral granted pursuant
to a Permitted New Transaction, which security interest shall be pari passu with
the security interest contemplated by this Agreement), such interest is junior
in all respects to the security interest of the Secured Party.
Exhibit A-1
