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Exhibit 10.47
SECURITY AGREEMENT
AGREEMENT made this 5th day of June, 1992, by and among XXXXXXX
XXXXXXX JEWELERS, INC., a Delaware corporation (hereinafter called "Debtor"),
NORTHERN LIFE INSURANCE COMPANY (hereinafter called "Northern"), ROYAL MACCABEES
LIFE INSURANCE COMPANY (hereinafter called "Royal Maccabees"), THE NORTH
ATLANTIC LIFE INSURANCE COMPANY OF AMERICA (hereinafter called "North
Atlantic"), FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN (hereinafter called
"Farm Bureau"), FB ANNUITY COMPANY (hereinafter called "FB Annuity") and FARM
BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN (hereinafter called "Farm Bureau
Mutual" and, together with Northern, Royal Maccabees, North Atlantic, Farm
Bureau and FB Annuity, sometimes collectively called the "Secured Parties" and
individually called a "Secured Party").
In order to secure the payment of (i) an 8.61% Senior Note of
Debtor dated the date hereof payable to Northern or registered assigns in the
principal amount of $3,500,000 with interest thereon, (ii) an 8.61% Senior Note
of Debtor dated the date hereof payable to Royal Maccabees or registered assigns
in the principal amount of $3,000,000 with interest thereon, (iii) an 8.61%
Senior Note of Debtor dated the date hereof payable to North Atlantic or
registered assigns in the principal amount of $1,000,000 with interest thereon,
(iv) an 8.61% Senior Note of Debtor dated the date hereof payable to Farm Bureau
or registered assigns in the principal amount of $1,000,000 with interest
thereon, (v) an 8.61% Senior Note of Debtor dated the date hereof payable to FB
Annuity or registered assigns in the principal amount of $1,000,000 with
interest thereon, and (vi) an 8.61% Senior Note of Debtor dated the date hereof
payable to Farm Bureau Mutual or registered assigns in the principal amount of
$500,000 with interest thereon (all such promissory notes, together with all
promissory notes issued in substitution therefor or replacement thereof, being
herein collectively called the "Notes" and individually called a "Note"), issued
pursuant to the terms of that certain Note Purchase Agreement dated as of May 1,
1992 among Debtor and Secured Parties (the "Note Purchase Agreement"); and in
addition to secure all Notes issued in substitution for or replacement of the
Notes, and the payment and performance of each and every other debt, liability
and obligation of every type and description which Debtor may now or at any time
hereafter owe to Secured Parties, or any of them, under this Agreement or the
Note Purchase Agreement, whether such debt, liability or obligation now exists
or is hereafter created or incurred, whether it is or may be direct or indirect,
due or to become due, absolute or contingent, primary or secondary, liquidated
or unliquidated, or sole, joint, several or joint and several (the Notes and all
such other debts, liabilities and obligations being herein collectively referred
to as the "Obligations"), the parties hereto hereby agree as follows:
1. Security Interest and Collateral. In order to secure the
payment and performance of the Obligations, Debtor hereby grants Secured
Parties, and each of them, a Security Interest (herein called the "Security
Interest") in the following property (herein called the "Collateral"):
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(a) ACCOUNTS, CONTRACT RIGHTS AND OTHER RIGHTS TO PAYMENT:
Any and all accounts, contract rights and other rights to the
payment of money or other forms of consideration of any kind at any time
owing or to be owing to the Debtor (whether classified under the Uniform
Commercial Code as accounts, contract rights, chattel paper, general
intangibles, or otherwise) including, but not limited to accounts
receivable, notes, drafts, acceptances, rights arising out of
overpayments of taxes and all other debts, obligations and liabilities in
whatever form owing to the Debtor from any person, firm, governmental
authority, corporation or any other legal entity, all guarantees,
security interests, liens and other security for payment thereof, and all
of the Debtor's rights to goods sold (delivered, undelivered, in transit
or returned) which may be represented thereby;
(b) INVENTORY:
All gold bullion, gold granule and other gold or precious metals in
whatever form including all substitutions, replacements and products in
which any such gold or precious metals are incorporated or into which
such gold or precious metals are processed or converted, whether now
owned or hereafter acquired by the Debtor or in which the Debtor now or
hereafter acquires an interest; all diamonds and all precious and
semi-precious stones including all substitutions, replacements and
products in which such diamonds or stones are incorporated, whether now
owned or hereafter acquired by Debtor or in which Debtor now or hereafter
acquires an interest; and all inventory now or hereafter owned by the
Debtor or in which the Debtor now or hereafter acquires an interest,
including all merchandise, raw materials, goods in process, and finished
goods; and
(c) OTHER PERSONAL PROPERTY:
All tangible and intangible personal property now or hereafter
owned by the Debtor or in which the Debtor now or hereafter acquires an
interest, including, without limitation, all machinery, equipment, motor
vehicles, furniture, furnishings, office supplies, general intangibles,
patents, trademarks, tradenames, instruments, documents of title,
policies and certificates of insurance (other than those for life
insurance policies), securities, bank deposits, checking accounts and
cash, now owned by the Debtor or which may be acquired by the Debtor
hereafter, wherever situated;
together with all substitutions and replacements for any of the foregoing
property and all products and proceeds of any and all of the foregoing property
and, in the case of all tangible Collateral, together with (i) all accessories,
attachments, parts (including spare parts), accessions and repairs now or
hereafter attached or affixed to or used in connection with any such goods, and
(ii) all documents of title, policies and certificates of insurance (other than
life insurance policies and certificates), securities, chattel paper, or other
documents or instruments evidencing or pertaining thereto; and all files,
correspondence, computer programs, tapes, discs and related data processing
software owned by the Debtor or in which the Debtor has an interest which
contain information identifying or pertaining to any of the Collateral, or any
account debtor, or showing the amounts
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thereof or payments thereon, or otherwise necessary or helpful in the
realization thereon or the collection thereof, both now owned or existing or
hereafter acquired, created or arising (including, without limitation, any
claims to any items referred to above, and the proceeds of any insurance with
respect thereto and any claims of the Debtor against third parties for loss of,
damage to, or destruction of, any or all of the Collateral).
2. Representations, Warranties and Agreements. Debtor represents,
warrants and agrees that:
(a) Debtor is a corporation duly organized, validly existing
and in good standing under the laws of its state of incorporation. This
Agreement has been duly and validly authorized by all necessary corporate
action.
(b) The Collateral will be used primarily for business
purposes.
(c) If any part or all of the tangible Collateral will become
so related to particular real estate as to become a fixture, the real estate
concerned is described in Appendix A attached hereto and the name of the record
owner is shown on such Appendix A.
(d) Debtor's chief place of business is and will continue to
be located at the address shown on Appendix A Debtor's records concerning its
accounts and contract rights are kept at such address.
3. Additional Representations, Warranties and Agreements. Debtor
represents, warrants and agrees that:
(a) Except as otherwise provided in the Note Purchase
Agreement, Debtor has (or will have at the time Debtor acquires rights in
Collateral hereafter arising) and will maintain absolute title to each item of
Collateral free and clear of all security interests, liens and encumbrances,
except the Security Interest, and will defend the Collateral against all claims
or demands of all persons other than Secured Parties. Except as otherwise
provided in the Note Purchase Agreement, Debtor will not sell or otherwise
dispose of the Collateral or any interest therein; provided, however, that,
until the occurrence of an Event of Default under Section 6 and the revocation
by any Secured Party of Debtor's right to do so, Debtor may sell any inventory
constituting Collateral to buyers in the ordinary course of business.
(b) 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.
(c) All rights to payment and all instruments, documents,
chattel papers and other agreements constituting or evidencing collateral are
(or will be when arising or issued) the valid, genuine and legally enforceable
obligations, subject to no defense, set-off or counterclaim (other than those
arising in the ordinary course of business), of each account debtor or other
obligor named therein or in Debtor's records pertaining thereto as being
obligated to pay such obligation.
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Debtor will not agree to any modification, amendment or cancellation of any such
obligation, other than reasonable compromises made in the ordinary course of
business, without Secured Parties' prior written consent, and will not
subordinate any such right to payment to claims of other creditors of such
account debtor or other obligor.
(d) 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) except as otherwise provided in the
Note Purchase Agreement, keep all Collateral free and clear of all security
interests, liens and encumbrances except the Security Interest; (iv) at all
reasonable times, during normal business hours upon reasonable notice permit
Secured Parties or their representatives to examine or inspect any collateral,
wherever located, and to examine, inspect and copy Debtor's books and records
pertaining to the Collateral and its business and financial condition (it being
understood that until the occurrence of an Event of Default hereunder or event
which with the passage of time or the giving of notice, or both, would
constitute such an Event of Default, Secured Parties shall make any such
inspection at their own expense); (v) keep accurate and complete records
pertaining to the Collateral and pertaining to Debtor's business and financial
condition and will submit to Secured Parties such periodic reports concerning
the Collateral and Debtor's business and financial condition as any Secured
Party may from time to time reasonably request; (vi) promptly notify Secured
Parties of any loss of or material damage to any Collateral or of any material
adverse change, known to Debtor, in the prospect of payment of any sums due on
or under any instrument, chattel paper, account or contract right constituting
Collateral; (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 Secured Parties may reasonably request, with any loss payable to
Secured Parties to the extent of their respective interests; (viii) from time to
time execute such financing statements as Secured Parties may reasonably deem
required to be filed in order to perfect the Security Interest; (ix) pay when
due or reimburse Secured Parties on demand for all costs of collection of any of
the Obligations and all other out-of-pocket expenses (including in each case all
reasonable attorneys' fees) incurred by Secured Parties, or any of them, in
connection with the creation, perfection, satisfaction or enforcement of the
Security Interest or the execution or creation, continuance or enforcement of
this Agreement or any or all of the Obligations; (x) execute, deliver or endorse
any and all instruments, documents, assignments, security agreements and other
agreements and writings which Secured Parties, or any of them, may at any time
reasonably request in order to secure, protect, perfect or enforce the Security
Interest and Secured Parties' rights under this Agreement; (xi) not use or keep
any Collateral, or permit it to be used or kept, for any unlawful purpose; and
not use the Collateral or permit it to be used in violation of any federal,
state or local law, statute or ordinance (provided it shall not be deemed a
default hereunder if any such violation does not have a material adverse effect
on the Debtor or the Security Interest); and (xii) except as to fixtures located
at the premises described on Appendix A hereto, 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 Secured Parties that the
Security Interest will be prior and senior to any interest or lien then held or
thereafter acquired by any mortgagee of such real property or the
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owner or Purchaser of any interest therein. If Debtor at any time fails to
perform or observe any agreement contained in this Section 3(d), and if such
failure shall continue for a period of twenty calendar days after Secured
Parties, or any of them, give Debtor written notice thereof (or, in the case of
the agreements contained in clauses (vii) and (viii) of this Section 3(d),
immediately upon the occurrence of such failure, without notice or lapse of
time), each Secured Party may (but need not) perform or observe such agreement
on behalf and in the name, place and stead of Debtor (or, at the option of the
Secured Parties, or any of them, in the name of the Secured party taking the
action) and may (but need not) take any and all other actions which Secured
Parties, or any of them, 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, and the procurement of repairs, transportation
or insurance); and, except to the extent that the effect of such payment would
be to render any loan or forebearance of money usurious or otherwise illegal
under any applicable law, Debtor shall thereupon pay to each Secured Party on
demand the amount of all moneys expended and all costs and expenses (including
reasonable attorney's fees) incurred by such Secured Party in connection with or
as a result of its performing or observing such agreements or taking such
actions, together with interest thereon from the date expended or incurred by
such Secured Party at the highest rate then applicable to any of the
Obligations. To facilitate the performance or observance by Secured Parties of
such agreements of Debtor, Debtor hereby irrevocably appoints (which appointment
is coupled with an interest) each Secured Party, or its delegate, as the
attorney-in-fact of Debtor with the right (but not the duty) from time to time
after the occurrence of an Event of Default hereunder or event which with the
giving of notice or the passage of time, or both, would constitute such an Event
of Default, to create, prepare, complete, execute, deliver, endorse or file, in
the name and on behalf of 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 Debtor under this
Section 3.
4. Collection Rights of Secured Parties. A Secured Party may,
at any time after the occurrence of an Event of Default under Section 6 or an
event which, with the passage of time or the giving of notice, or both,
constitute such an Event of Default, notify any account debtor, or any other
person obligated to pay any amount due, that such right to payment has been
assigned or transferred to Secured Parties for security and shall be paid
directly to Secured Parties. If a Secured Party so requests at any time after
the occurrence of an Event of Default, Debtor will so notify such account
debtors and other obligors in writing and will indicate on all invoices to such
account debtors or other obligors that the amount due is payable directly to
Secured Parties. At any time after any Secured Party or Debtor gives such notice
to an account debtor or other obligor, Secured Parties may (but need not), in
their own name or in 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 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. Funds Received by Debtor. If Secured Parties exercise their
right to notify account debtors as provided in Section 4, and if notwithstanding
the giving of such notice the account debtors make payment to the Debtor, Debtor
agrees that it will promptly deliver to Secured Parties all payments on accounts
and chattel paper received by it. All such payments shall be delivered to
Secured Parties in the form received (except for Debtor's endorsement where
necessary). Until so deposited, all payments on accounts and chattel paper
received by Debtor shall be held in trust by Debtor for and as the property of
Secured Parties and shall not be commingled with any funds or property of
Debtor.
6. Events of Default. Each of the following occurrences shall
constitute an Event of Default: (a) default shall be made in the punctual
payment of the principal of any Obligation or any installment thereof and such
default shall have continued for a period of two days; or (b) default shall be
made in the punctual payment of any interest on any Obligation, and such default
shall have continued for a period of seven days; or (c) default shall be made in
the performance or observance of any other of the terms, covenants or conditions
of this Agreement and such default shall continue for a period of thirty days
after written notice thereof shall have been given by any Secured Party to
Debtor; or (d) there shall occur any other Event of Default under the Note
Purchase Agreement.
7. Remedies After Default or Event of Default.
(a) If an event has occurred or failed to occur, the occurrence
or non-occurrence of which constitutes an Event of Default under Section 6,
Secured Parties, and each of them, shall have the right and each Secured Party
is hereby irrevocably authorized, without giving notice, except as hereinafter
provided, to realize upon the Collateral, and Secured Parties, and each of them,
in so doing, may at any time and from time to time, with or without judicial
process (without a prior hearing or notice thereof, which Debtor expressly
waives) or the aid or assistance of others, enter upon any premises on which any
of the Collateral may be located and without resistance or interference by the
Debtor take possession of the Collateral and/or require the Debtor to assemble
and to make available to Secured Parties at the expense of the Debtor any part
or all of the Collateral at any place or time designated by Secured Parties, or
any of them, which is reasonably convenient to Secured Parties and the Debtor
and/or remove any part or all of the Collateral from any premises on which it
may be located for the purpose of effecting any sale or other disposition
thereof, and/or sell, resell, lease, assign, deliver or otherwise dispose of any
or all of the Collateral in its then condition or following any commercially
reasonable preparation or processing at public or private sale by one or more
contracts in one or more parcels at the same or different times with or without
having the Collateral at the place of sale or other disposition for cash, on
credit or for future delivery and upon any terms, at such place or places and
time or times and to such persons, firms or corporations as Secured Parties, or
any of them, shall deem best, except that Secured Parties shall not be required
to marshal the Collateral or to resort to the Collateral at any particular time
or in any particular order.
Secured Parties shall give or cause to be given to the Debtor at least ten
calendar days' notice of the time and place of any public or private sale or
other disposition of the Collateral, unless the Collateral so to be sold or
disposed of is perishable, threatens to decline speedily in value or is of
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a type customarily sold in a recognized market, in which case no such notice of
sale or other disposition shall be required. The Debtor agrees that such
provisions for notification constitute "reasonable notification" within the
meaning of the Uniform Commercial Code.
(b) In addition to the remedies provided in the foregoing
subsection (a) and in Section 4 hereof, upon the occurrence of an Event of
Default under Section 6 and at any time thereafter, Secured Parties, and each of
them, may exercise any one or more of the following rights or remedies: (i) at
the option of the Secured Party or Secured Parties holding at least two-thirds
of the unpaid principal amount of the Notes then outstanding, by notice in
writing to Debtor, declare all unmatured Obligations to be forthwith due and
payable and thereupon all Obligations shall be and become due and payable; (ii)
exercise and enforce any or all rights and remedies available after default to a
secured party under the Uniform Commercial Code; and (iii) exercise or enforce
any or all other rights or remedies available to Secured Parties, or any of
them, by law or agreement against the Collateral, against Debtor or against any
other person or property.
(c) In furtherance of the rights granted hereunder, the Debtor
hereby appoints each Secured Party as its irrevocable attorney-in-fact with
power, upon the occurrence of an Event of Default hereunder or event which with
the giving of notice or the passage of time, or both, would constitute such an
Event of Default, to receive, open and dispose of all mail addressed to the
Debtor relating to the Collateral, to endorse the name of the Debtor on any
checks or other evidences of payment that may come into the possession of any
Secured Party, on the Collateral and on any invoice, freight or express xxxx,
xxxx of lading or other document pertaining to the Collateral in its name or
otherwise, to demand, xxx for, collect and give acquittances for any and all
monies due or to become due on the Collateral, to notify the post office
authorities to change the address for delivery of the Debtor's mail to an
address designated by Secured Parties, or any of them, to receive, open and
dispose of all mail addressed to the Debtor, to send requests for verification
of accounts receivable to customers or account debtors, to compromise, execute
or demand any action, claim or proceeding concerning the Collateral and to do
any and all things necessary or desirable to carry out the purposes contemplated
by this Agreement.
8. Miscellaneous. This Agreement does not contemplate a sale of
accounts, contract rights or chattel paper, and, as provided by law, Debtor is
entitled to any surplus and shall remain liable for any deficiency. This
Agreement can be waived, modified, amended, terminated or discharged, and the
Security Interest can be released, only explicitly in a writing signed by all
parties hereto. A waiver signed by Secured Parties 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 rights or
remedies of the Secured Parties. All rights and remedies of Secured Parties
shall be cumulative and may be exercised singularly or concurrently, by the
Secured Parties, or any of them, at the option of Secured Parties or Secured
Party, 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. All
notices to be given to Debtor shall be deemed sufficiently given if mailed by
registered or certified mail, postage prepaid, or delivered to Debtor at its
address shown on Appendix A hereto or at the most recent address shown on a
Secured Party's records. A Secured Party's duty of care with respect to
Collateral in its possession (as,
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imposed by law) shall be deemed fulfilled if such 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 such Secured Party need not otherwise preserve, protect, insure or care for
any Collateral. Secured Parties shall not be obligated to preserve any rights
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 or Collateral in
any particular order of application. This Agreement shall be binding upon and
inure to the benefit of Debtor and Secured Parties and their respective
representatives, successors and assigns and shall take effect when signed by
Debtor and delivered to Secured Parties, and Debtor waives notice of Secured
Parties' acceptance hereof. Except to the extent otherwise required by law, this
Agreement shall be governed by the internal laws of the State of Minnesota and,
unless the context otherwise requires, all terms used herein which are defined
in Articles 1 and 9 of the Uniform Commercial Code, as in effect in said state
(including but not limited to the terms "inventory", "instrument", "document",
"chattel paper", "account", "contract right", and "account debtor"), shall have
the meanings therein stated. 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 Obligations.
9. Priority of Secured Parties; Ability to Act. By accepting
this Agreement, Secured Parties, and each of them, agree that they shall rank
pari passu with respect to the Security Interest. Notwithstanding anything
herein to the contrary, a Secured Party may not exercise any rights or remedies
hereunder without the consent of Secured Parties who (together with the Secured
Party seeking to take such action) hold at least 60% of the then outstanding
aggregate principal amount of the Notes.
10. InterCreditor Agreement. It is hereby acknowledged that the
Collateral is subject to the security interest of (i) Rhode Island Hospital
Trust National Bank, as agent ("RIHT"), under a Security Agreement dated as of
May 23, 1990, as amended, and (ii) the security interest of Northwestern
National Life Insurance Company, Northern Life Insurance Company and The North
Atlantic Life Insurance Company of America (the "1987 Lenders"), under a
Security Agreement dated December 30, 1987 among the Debtor and the 1987 Lenders
as well as to the Security Interest, as permitted under the Note Purchase
Agreement. Reference is made to the Amended and Restated InterCreditor Agreement
dated this date among Secured Parties, RIHT and the 1987 Lenders, as from time
to time supplemented or amended, which governs the manner and extent of sharing
in the income and proceeds of Collateral and certain other intercreditor
matters. Secured Parties hereby acknowledge that portions of the RIHT security
interest are prior to the Security Interest, as provided in the InterCreditor
Agreement, and, therefore, that some of the rights hereunder may be subject to
prior rights of RIHT.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
$3,500,000 8.61% Senior NORTHERN LIFE INSURANCE COMPANY
Note of Xxxxxxx Xxxxxxx
Jewelers, Inc.
By /s/ XXXX X. XXXXXXXX
----------------------------
Its: Assistant Treasurer
(Secured Party)
$3,000,000 8.61% Senior ROYAL MACCABEES LIFE INSURANCE
Note of Xxxxxxx Xxxxxxx COMPANY
Jewelers, Inc.
By /s/ XXXX X. XXXXXXXXX
-----------------------------
Its: Vice President
(Secured Party)
$1,000,000 8.61% Senior THE NORTH ATLANTIC LIFE INSURANCE
Note of Xxxxxxx Xxxxxxx COMPANY OF AMERICA
Jewelers, Inc.
By /s/ XXXX X. XXXXXXXX
-----------------------------
Its: Assistant Treasurer
(Secured Party)
$1,000,000 8.61% Senior FARM BUREAU LIFE INSURANCE
Note of Xxxxxxx Xxxxxxx COMPANY OF MICHIGAN
Jewelers, Inc.
By /s/ XXXXXX X. XXXXXXXX
-----------------------------
Its: Portfolio Manager
(Secured Party)
$1,000,000 8.61% Senior FB ANNUITY COMPANY
Note of Xxxxxxx Xxxxxxx
Jewelers, Inc.
By /s/ XXXXXX X. XXXXXXXX
-----------------------------
Its: Portfolio Manager
(Secured Party)
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$500,000 8.61% Senior FARM BUREAU MUTUAL INSURANCE
Note of Xxxxxxx Xxxxxxx COMPANY OF MICHIGAN
Jewelers, Inc.
By /s/ XXXXXX X. XXXXXXXX
------------------------------
Its: Portfolio Manager
(Secured Party)
XXXXXXX XXXXXXX JEWELERS, INC.
By /s/ XXXXX XXXX
-------------------------------
Its: Chief Financial Officer
Attest: /s/ XXXXXXX XXXXX
-------------------------
Its: Secretary
(Debtor)
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