EXHIBIT 10.1
------------
FINANCING AGREEMENT
This Financing Agreement (the "Agreement"), dated as of September 28, 2007,
is entered into by and between THINKENGINE NETWORKS, INC. ("Client"), and Sand
Hill Finance, LLC ("SHF").
1. PURCHASE OF ACCOUNTS.
1.1 SCHEDULE OF ACCOUNTS. Client may request that SHF purchase Accounts by
delivering to SHF a Schedule of Accounts (the "Schedule of Accounts") in the
form of Exhibit A, and, if requested by SHF, an invoice for each of the listed
Accounts, signed by an authorized representative of Client. SHF is authorized to
act upon the written or oral directions of any person that SHF believes is an
authorized representative. SHF may, in its sole discretion, elect to purchase
any Account included in a Schedule of Accounts, but is under no obligation to
purchase any such Account.
1.2 PURCHASED ACCOUNT; CREATION OF A BOOK RESERVE. Upon acceptance of any
such Account (a "Purchased Account") SHF shall pay to Client EIGHTY percent
(80%) of the face amount of the Purchased Account (the "Advance"). The aggregate
outstanding Advances under this Agreement shall not exceed ONE MILLION DOLLARS
($1,000,000) ($1,000,000) (the "Credit Limit"). Client sells, transfers and
assigns to SHF, all of Client's right, title and interest in and to each
Purchased Account, together with all of the goods represented by each Purchased
Account, all of Client's rights and remedies as an unpaid Client under
applicable law, and all of Client's rights in and to all security for each such
Purchased Account and guaranties thereof, and all rights against third parties
with respect thereto. Any goods recovered or received by Client shall be set
aside, marked with SHF's name, and held for SHF's account as owner. The amount
of Purchased Accounts outstanding at any time shall constitute the "Account
Balance". Upon payment of the Advance to Client, SHF shall also create a reserve
on SHF's books and records with respect to each Purchased Account in an amount
equal to the face amount of the Purchased Account minus the Advance for such
Purchased Account (the "Reserve"). Notwithstanding the foregoing, in no event
shall the Reserve with respect to all Purchased Accounts outstanding at any time
be less than TWENTY percent (20%) of the Account Balance. SHF may, in its
discretion, change the percentage of the Advance and the Reserve at any time,
but only with respect to any future Purchased Account that SHF acquires
following SHF's disclosure to Client in writing of any different percentage
applicable to such future Advance or the Reserve related thereto.
1.3 COLLECTION OF ACCOUNTS. SHF may directly collect each Purchased
Account. At the request of SHF, Client and SHF shall notify each person liable
on a Purchased Account (an "Account Debtor") by letter in a form acceptable to
SHF that Purchased Accounts owed by such Account Debtor have been assigned and
are payable to SHF. Client shall not take or permit any action to change or
revoke any notification without SHF's prior written consent and shall not
request any Account Debtor to pay any Purchased Account to Client. If Client
receives any payments of any Purchased Accounts despite this Agreement, Client
shall (i) immediately notify SHF of such payment, (ii) hold such payment in
trust and safekeeping for SHF, and (iii) immediately turn over to SHF the
identical checks, monies or other forms of payment received, with any necessary
endorsement or assignment. SHF shall have the right to endorse Client's name on
all payments received in connection with each Purchased Account and on any other
proceeds of Collateral (as defined in Section 6). SHF shall apply payments
received first to the Purchased Accounts and, so long as there does not then
exist an Event of Default or an event that with notice or lapse of time would
constitute an Event of Default, at SHF's option, SHF shall credit the Reserve or
remit to Seller the excess; PROVIDED, that if any Event of Default or event that
with notice or lapse of time or otherwise would constitute an Event of Default
then exists, SHF shall have no duty to remit any such collections, which
collections constitute Collateral, and may apply such collections to reduce the
Obligations (as defined in Section 6). Any excess beyond that which is required
to repay the Obligations shall be remitted to the party entitled to it under
applicable law. Client shall indemnify and hold SHF harmless from any expenses,
damages and claims arising out of SHF's collection of any Accounts, other than
ordinary course collection expenses.
1.4 FULL RECOURSE. The purchase by SHF of Purchased Accounts from Client
shall be with full recourse against Client. Client shall be liable for any
deficiency in the event the Obligations exceed the amount of Purchased Accounts
and the other Collateral.
1
2. FEES AND CUSTOMER PAYMENTS.
2.1 FEES. On the date of this Agreement, and on each anniversary of the
date of this Agreement, Client shall pay SHF a commitment fee equal to ONE
percent (1.0%) of the Credit Limit. Client shall pay to SHF on the last day of
each calendar month (the "Settlement Date"), a finance fee (the "Finance Fees")
in an amount equal to one and sixty five one hundredths percent (1.65%) per
month of the average daily Obligations outstanding during the month ending on
such Settlement Date (the "Settlement Period"). This rate will adjust on a per
annum basis equal to any changes to the Commercial Prime Rate, as published in
The Wall Street Journal, Western Edition, on a daily basis (currently 7.75%).
For example, if the Commercial Prime Rate is decreased by 0.25% the Finance Fee
will be reduced by 0.0208% on a monthly basis. In the event the Reserve (as
described in Section 1.2) is deficient for three consecutive business days, and
SHF has provided Client with three business days notice thereof, the Client
shall pay SHF a fee equal to two percent (2.0%) of the amount by which the
Reserve is deficient ("Over-Advance Fee"). Such accrued fees shall be netted
against the Reserve as described in Section 3.3. Client shall pay SHF a fee of
$40.00 for each check or item of payment that is returned to SHF for
insufficient funds and $25.00 for each wire, sent or received. In no event shall
any charges that may constitute interest hereunder exceed the highest rate
permitted under applicable law. In the event that a court of competent
jurisdiction makes a final determination that SHF has received interest
hereunder in excess of the maximum lawful rate, then such excess shall be deemed
a payment of principal and the interest payable hereunder deemed amended to the
amount payable under the maximum lawful rate.
2.2 CREDITING CUSTOMER PAYMENTS. Within one business day after SHF's
receipt of payment of a Purchased Account, SHF shall credit that payment (the
"Customer Payments") to the amount outstanding with respect to the Purchased
Account, provided that if any Customer Payment is subsequently dishonored or SHF
does not receive good funds for any reason, the amount of such uncollected
Customer Payment shall be included in the Account Balance as if such Customer
Payment had not been received, and Finance Fees shall accrue thereon, and the
credit to the specific Purchased Account shall be reversed. Notwithstanding the
foregoing, upon the occurrence of an Event of Default, SHF shall apply all
Customer Payments to Client's Obligations under this Agreement in such order and
manner as SHF shall, in its sole discretion, determine.
2.3 ACCOUNTING. SHF shall deliver to Client after each Settlement Date, a
statement of Client's account which shall include an accounting of the
transactions for that Settlement Period, including the amount of all Finance
Fees, Administrative Fees, Adjustments, Chargeback Amounts, Customer Payments
and Purchased Accounts. The accounting shall constitute an account stated and
shall be binding on Client and deemed correct in the absence of manifest error
unless Client delivers to SHF a written objection within thirty (30) days after
such accounting is received by Client.
3. ADJUSTMENT, CHARGEBACKS AND REMITTANCES.
3.1 ADJUSTMENTS. If any Account Debtor asserts any offset, right or claim
with respect to a Purchased Account, or pays less than the face amount of such
Purchased Account (each, an "Adjustment"), SHF may, in its sole discretion,
either (A) deduct the amount of the Adjustment in calculating any amount owed to
Client, or (B) chargeback to Client the Purchased Account with respect to which
the Adjustment is asserted. Client shall advise SHF immediately upon learning of
any Adjustment asserted by any Account Debtor.
3.2 CHARGEBACKS. SHF shall have the right to chargeback to Client any
Purchased Account:
(a) that remains unpaid ninety (90) calendar days after the invoice
date;
(b) with respect to which there has been a breach of any warranty,
representation, covenant or agreement set forth in this Agreement;
(c) with respect to which the Account Debtor asserts any Adjustment,
or
2
(d) that is owed by an Account Debtor who has filed, or has had filed
against it, any bankruptcy case, insolvency proceeding, assignment for the
benefit of creditors, receivership or insolvency proceeding, or who has
become insolvent (as defined in the United States Bankruptcy Code) or who
is generally not paying its debts as such debts become due.
Upon demand by SHF, Client shall pay to SHF the full face amount of any
Purchased Account that has been charged back pursuant to this Section, or to the
extent partial payment has been made, the amount by which the face amount of
such Purchased Account exceeds such partial payment, together with any
attorneys' fees and costs incurred by SHF in connection with collecting such
Purchased Account (collectively, the "Chargeback Amount"), SHF shall advise
Client regarding how the Chargeback Amount shall be paid, which may be by any
one or a combination of the following, in SHF's sole discretion: (1) payment in
cash immediately upon demand; (2) deduction from or offset against any
Remittance that would otherwise be payable to Client; (3) payment from any
Advances that may otherwise be made to Client; (4) adjustment to the Reserve
pursuant to Section 1.2 hereof; or (5) delivery of substitute Accounts and a
Schedule of Accounts acceptable to SHF, which Accounts shall constitute
Purchased Accounts.
3.3 REMITTANCE. SHF shall remit to Client within one business day after the
Settlement Date, the amount, if any, that SHF owes to Client at the end of the
Settlement Period based on the following calculations set forth below (the
"Remittance"); provided, that if there then exists any Event of Default, and
while Event of Default is continuing, SHF shall not be obligated to remit any
payments to Client. If the amount resulting from the following calculation is a
positive number, such amount is the amount of the Remittance for such Settlement
Period. If the resulting amount is a negative number, such amount is the amount
owed by Client to SHF.
The calculations to be used are as follows:
(a) The sum of the following:
(1) The Reserve as of the beginning of the subject Settlement
Period, PLUS
(2) The Reserve created for each Account purchased during the
subject Settlement Period;
MINUS
(b) The sum of the following:
(1) Finance Fees accrued during the subject Settlement Period;
PLUS
(2) Adjustments during the subject Settlement Period; PLUS
(3) Chargeback Amounts, to the extent SHF has agreed to accept
payment of any such Chargeback Amount by deduction from the
Remittance; PLUS
(4) All professional fees and expenses as set forth in Section 9
for which oral or written demand has been made by SHF during
the subject Settlement Period; PLUS
(5) The Reserve for the Account Balance as of the first day of
the following Settlement Period in the minimum percentage
set forth in Section 1.2 hereof.
If the foregoing calculations result in a Remittance payable to Client, SHF
shall make such payment subject to SHF's rights of offset and recoupment, and
its right to deduct any Chargeback Amount as set forth in Section 3.2. If the
foregoing calculations result in an amount due to SHF from Client, Client shall
make such payment by any one or a combination of the methods set forth in
Section 3.2 hereof for chargebacks, as determined by SHF in its discretion.
3
4. REPRESENTATIONS AND WARRANTIES. Client represents to SHF as follows: (a)
Client is not in default under any agreement under which Client owes any money,
or any agreement, the violation or termination of which could have a material
adverse effect on Client; (b) Client has taken all action necessary to authorize
the execution, delivery and performance of this Agreement; (c) except for liens
approved in writing by SHF, there are no liens, security interests or other
encumbrances on the Collateral; (d) the execution and performance of this
Agreement do not conflict with, or constitute a default under, any agreement to
which Client is party or by which Client is bound; (e) the information provided
to SHF on or prior to the date of this Agreement is true and correct in all
material respects; (f) all financial statements and other information provided
to SHF fairly present Client's financial condition as of or for the applicable
dates or periods, and there has not been a material adverse change in the
financial condition of Client since the date of the most recent of the financial
statements submitted to SHF; (g) Client is in compliance with all laws and
orders applicable to it; (h) Client is not party to any litigation and is not
the subject of any material government investigation, and Client has no
knowledge of any pending litigation or investigation or the existence of
circumstances that reasonably could be expected to give rise to such litigation
or investigation; (i) no representation or other statement made by Client to SHF
contains any untrue statement of a material fact or omits to state a material
fact necessary to make any statements made to SHF not misleading; and (j) each
Account described on each Schedule of Accounts is owned by Client, is correctly
stated therein, is not in dispute, is unconditionally owing at the time stated
in the invoice evidencing such Account as attached to the Schedule of Accounts,
is not past due or subject to any offset or in default, represents a bona fide
indebtedness arising from the actual sale of goods or performance of services to
an Account Debtor in the ordinary course of Client's business which has been
received and finally accepted by the Account Debtor.
5. COVENANTS.
(a) Reports. Upon request by SHF, Client will provide to SHF in form and
substance acceptable to SHF (i) monthly unaudited financial statements within
forty-five (45) days after the last day of each month (other than the month in
which Client's fiscal year ends), prepared in accordance with GAAP, consistently
applied; (ii) fiscal year end financial statements within ninety (90) days after
the last day of each fiscal year; and (iii) such other information relating to
Client's operations and condition, as SHF may reasonably request from time to
time. SHF shall have the right to review and copy Client's books and records and
audit and inspect the Collateral, from time to time, upon reasonable notice to
Client. Client will reimburse SHF for the reasonable costs it may incur from
time to time in such inspections and review.
(b) Insurance. Client will maintain insurance on the tangible Collateral
and Client's business, in amounts and of a type that are customary to businesses
similar to Client's, and SHF will be named in a lender's loss payable
endorsement in favor of SHF, in form reasonably acceptable to SHF.
(c) Negative Covenants. Without SHF's prior written consent, Client shall
not do any of the following: (i) permit or suffer a change in control of Client
or a transfer of more than fifty percent (50%) of its securities; (ii) acquire
any assets, except in the ordinary course of business or in a transaction
involving the payment of an aggregate amount of One Hundred Thousand dollars
($100,000) or less; (iii) sell, lease, or transfer any property except for sales
of Inventory and Equipment in the ordinary course of business; (iv) transfer,
sell or license any intellectual property, except for non-exclusive licenses
thereof entered into in the ordinary course of business; (v) pay or declare any
dividends on Client's stock (except for dividends payable solely in stock of
Client); (vi) redeem, purchase or otherwise acquire, any of Client's stock,
(vii) permit any Account Debtor to make payments on a Purchased Account other
than to SHF; (viii) make any investments in, or loans or advances to, any person
other than in the ordinary course of business as currently conducted; (ix)
directly or indirectly enter into any material transaction with any affiliate of
Client except for transactions that are in the ordinary course of Client's
business, and on fair and reasonable terms that are no less favorable to Client
than would be obtained in an arm's length transaction with a non-affiliated
person; (x) make any payment on any indebtedness that is subordinate to the
Obligations, other than in accordance with the subordination agreement, if any,
in favor of SHF relating thereto; (xi) incur any indebtedness other than as
contemplated by an intercreditor agreement with Vencore Solutions or trade
credit incurred in the ordinary course of business, (xii) permit any lien or
security interest to attach to any Property other than in favor of SHF or as
contemplated by an intercreditor agreement with Vencore Solutions; or, (xiii)
fail to make any tax payment on or before the due date; or (xiv) agree to do any
of the foregoing.
4
6. GRANT OF SECURITY INTEREST. To secure the prompt payment and performance of
all fees, amounts and obligations of Client now or hereafter owing to SHF under
this or any other agreement, including reasonable attorneys fees, collectively,
(the "Obligations"), Client hereby grants to SHF a security interest in all of
Client's property, now owned or hereafter acquired, including all accounts,
inventory, chattel paper, documents, instruments, letters of credit, securities,
general intangibles, deposit accounts, inventory, equipment, investment
property, financial assets, and all proceeds of the foregoing (collectively, the
"Collateral") , provided that Collateral shall not include Borrower's
copyrights, patents or trademarks (the "Intellectual Property", but shall
include all proceeds from the disposition of Intellectual Property. Client will
not grant a security interest to any person in the Intellectual Property. If
Client does so in violation of this Section, "Collateral" automatically shall
include Intellectual Property effective from the date of this Agreement.
7. EVENTS OF DEFAULT; REMEDIES. Any one or more of the following shall
constitute an Event of Default under this Agreement: (a) Client's failure (i) to
pay all or any part of the principal or interest hereunder on the date due and
payable or (ii) to comply in all material respects with any agreement or
covenant set forth in this Agreement, (iii) to comply with the terms of any
material contract to which Client is a party and any agreement pursuant to which
Client has incurred indebtedness, or (iv) to comply with any law to which Client
is subject; (b) Any of Client's assets are attached or become subject to levy or
legal proceeding, or if Client becomes insolvent, or becomes the subject of any
case or proceeding under the United States Bankruptcy Code or any other law
relating to the reorganization or restructuring of debt (an "Insolvency Event");
or (c) any representation made to SHF in this Agreement, the Schedule of
Accounts, the Warrant issued of even date herewith, or any information given to
SHF by or on behalf of Client shall be incorrect in any respect; or (d) the
occurrence of a material adverse change in Client's condition or prospects. Upon
the occurrence of an Event of Default, (a) all fees and other amounts owing
hereunder shall, at the option of SHF, be immediately due and payable; (b) the
Finance Fee shall be increased at a per annum rate equal to five percentage
points above the rate in effect immediately prior to the Event of Default; (c)
and SHF may exercise all of the rights of a secured party under the Uniform
Commercial Code. SHF shall have a right to dispose of the Collateral in any
commercially reasonable manner, and shall have a royalty-free license to use any
name, trademark, advertising matter or any property of a similar nature to
complete production of, advertisement for, and disposition of any Collateral.
Upon an event of default, SHF shall have a license to, upon reasonable notice,
enter into, occupy and use Client's premises and the Collateral without charge
to exercise any of SHF's rights or remedies under this Agreement. All rights are
cumulative and may be exercised in SHF's discretion singularly or together with
any other rights.
8. POWER OF ATTORNEY
8.1 Client appoints SHF and its designees as Client's true and lawful
attorney in fact, to exercise in SHF's discretion, and regardless of whether an
Event of Default is then existing, all of the following powers, such powers
being coupled, with an interest: (A) to receive, deposit, and endorse Client's
name on all checks, drafts, money orders and other forms of payment relating to
the Purchased Accounts; (B) to compromise, prosecute, or defend any action,
claim, case, or proceeding relating to the Purchased Accounts, including the
filing of a claim or the voting of such claims in any bankruptcy case, all in
SHF's name or Client's name, as SHF may elect; (C) to receive, open, and
redirect to Client all mail addressed to Client for the purpose of collecting
the Purchased Accounts and to take all the actions permitted in subsection (A)
above with respect to any payment in any such mail; and (D) to do all acts and
things necessary or expedient, in furtherance of any such purposes.
8.2 Furthermore, after the occurrence of an Event of Default and during
continuance thereof, Client appoints SHF and its designees as Client's true and
lawful attorney in fact, to exercise in SHF's discretion, all of the following
powers, such powers being coupled, with an interest: (1) to notify all Account
Debtors to make payment directly to SHF; (2) to receive, deposit, and endorse
Client's name on all checks, drafts, money orders and other forms of payment
relating to the Accounts; (3) to demand, collect, receive, xxx, and give
releases to any Account Debtor for the monies due or which may become due on or
in connection with the Accounts; (4) to compromise, prosecute, or defend any
action, claim, case, or proceeding relating to the Accounts, including the
filing of a claim or the voting of such claims in any bankruptcy case, all in
SHF's name or Client's name, as SHF may elect; (5) to sell, assign, transfer,
pledge, compromise, or discharge any Accounts; (6) to receive, open, and
redirect to Client all mail addressed to Client for the purpose of collecting
the Accounts and to take all the actions permitted in subsection (2) above with
respect to any payment in any such mail; (7) to dispose of any Collateral, and
(8) to do all acts and things necessary or expedient, in furtherance of any such
purposes. Upon the occurrence of an Event of
5
Default, all of the power of attorney rights granted by Client to SHF hereunder
shall be applicable with respect to all Collateral.
9. ADMINISTRATIVE EXPENSES AND ATTORNEYS' FEES. Client shall pay to SHF
immediately upon demand, all costs and expenses, including reasonable fees and
expenses of attorneys and other professionals, that SHF incurs in connection
with any and all of the following (other than ordinary course administrative
expenses): (A) preparing and enforcing this Agreement, or any other agreement
executed in connection herewith; (B) perfecting, protecting or enforcing SHF's
interest in the Purchased Accounts and the other Collateral; (C) collecting the
Purchased Accounts and the Obligations; (D) defending or in any way addressing
claims made or litigation initiated by or against SHF as a result of SHF's
relationship with Client or any guarantor; and (E) representing SHF in
connection with any bankruptcy case or insolvency proceeding involving Client,
any Purchased Account, any other Collateral or any Account Debtor. Any
attorneys' fees and expenses may, at SHF's option, be netted against the reserve
as set forth in Section 3.3.
10. TERM AND TERMINATION. The term of this Agreement shall be for one (1) year
from the date hereof and from year to year thereafter unless terminated in
writing by SHF or Client. Notwithstanding the foregoing, any termination of this
Agreement shall not affect SHF's security interest in the Collateral and SHF's
ownership of the Purchased Accounts, and this Agreement shall continue to be
effective, and SHF's rights and remedies hereunder shall survive such
termination, until all transactions entered into and Obligations incurred
hereunder or in connection herewith have been completed and satisfied in full.
11. MISCELLANEOUS.
11.1 SEVERABILITY. In the event that any provision of this Agreement is
held to be invalid or unenforceable, this Agreement will be construed as not
containing such provision and the remainder of the Agreement shall remain in
full force and effect.
11.2 CHOICE OF LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of law. Unless otherwise defined, capitalized terms
shall have the meaning assigned in the Uniform Commercial Code.
11.3 NOTICES. All notices shall be given to SHF and Client at the addresses
set forth in this Agreement and shall be deemed to have been delivered and
received: (A) if mailed, three (3) calendar days after deposited in the United
States mail, first class, postage prepaid; (B) one (1) calendar day after
deposit with an overnight mail or messenger service; or (C) on the same date of
transmission if sent by hand delivery or fax.
11.4 JURY WAIVER; ARBITRATION; JURISDICTION. SHF AND CLIENT IRREVOCABLY
WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. IF THIS JURY WAIVER IS FOR ANY REASON NOT ENFORCEABLE, THEN
SHF AND CLIENT AGREE TO RESOLVE AL CLAIMS, CAUSES AND DISPUTES THROUGH FINAL AND
BINDING ARBITRATION TO BE HELD IN SANTA XXXXX COUNTY, CALIFORNIA IN ACCORDANCE
WITH THE THEN-CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION. JUDGMENT UPON ANY AWARD RESULTING FROM ARBITRATION MAY BE ENTERED
INTO AND ENFORCED BY ANY STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. SHF
and Client submit to the jurisdiction of the state and Federal courts located in
Santa Xxxxx County, California.
11.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one instrument. Facsimile or other electronic transmission of a
signature page shall be valid and binding for all pruposes.
11.6 INTEGRATION. This Agreement and the documents executed in connection
herewith constitute the entire agreement of the parties, and supercedes any
prior discussions or agreements, oral or written. This Agreement
6
may not be amended except by written instrument signed by both parties. No
waiver shall be effective unless in writing and signed by SHF. Any waiver on one
occasion is not a waiver on any subsequent occasion
11.7 ASSIGNMENT. Client may not assign any interests or rights, or delegate
any duties, hereunder. SHF may grant participations in, assign its rights, and
grant one or more security interests, in its rights hereunder.
11.8 GENERAL AUTHORIZATION. Client hereby authorizes SHF to use Client's
name, logo, and information relating to this financing relationship in its
marketing and advertising campaigns which is intended for SHF's customers,
prospects and shareholders.
IN WITNESS WHEREOF, Client and SHF have executed this Agreement on the day
and year written above.
"SHF" "CLIENT"
SAND HILL FINANCE, LLC THINKENGINE NETWORKS, INC.
By: /s/ Xxxx Xxxxxxx By: /s/Xxxxxxx X. Xxxxxxxx
----------------------------- ----------------------
Title: President Title: President & Chief Executive Officer
-------------------------- -----------------------------------
ADDRESS OF CLIENT, CHIEF EXECUTIVE OFFICE
AND LOCATION OF COLLATERAL
00000 Xxxxxxx Xxxxx Xxxx, Xxx 000
Xxxxxxxxx, XX 00000
Telephone No: (000) 000-0000 Street: 000 Xxxxxxxxx Xxxx
------------------
Facsimile No: (000) 000-0000
City: Marlborough
OTHER LOCATIONS OF COLLATERAL, IF
ANY, IN ADDITION TO ABOVE: State: MA
--
0 XXXXXXXXX XXXXX
XXXXXXX, XX 00000 Zip Code: 01752
--------------------------------- -----
Telephone No.: (000) 000-0000
---------------------------------
Facsimile No.: (000) 000-0000
--------------------------------- --------
Email Address: xxxxxxxxxxxx@xxxxxxxxxxx.xxx
--------------------------------- ----------------------------
7
