EXHIBIT 10.4
PURCHASE AGREEMENT
AGREEMENT dated as of June 27, 1996 by and between Univec, Inc., a New York
corporation having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx Xxxx, XX 00000 ("Seller"), and Paramount Financial Corporation, a
Delaware corporation having an office and place of business at Xxx Xxxxxxx
Xxxxx, Xxxxxxx, XX 00000 ("Buyer").
WITNESSETH:
That in consideration of the mutual undertakings herein contained, the parties
agree as follows:
1. Sale. Seller agrees to sell and Buyer agrees to purchase from Seller the
equipment (the "Equipment") listed on Schedule A attached hereto (the
"Schedule") and incorporated herein by reference.
2. Purchase Price. The purchase price of the Equipment shall be $1,600,000.00,
which amount shall be paid upon Buyer's receipt of (i) all documents specified
herein and of all customary documents reasonably requested by Buyer in
connection with the transactions contemplated hereby and (ii) loan proceeds in
an amount not less than $1,600,000.00 in connection with a non-recourse loan to
be made by Republic National Bank of New York ("Republic") to Buyer (which loan
relates to the financing of the Equipment and the Lease (as hereinafter
defined)). Buyer shall not be obligated to make the purchase hereunder unless
and until Buyer receives the aforementioned loan proceeds.
3. Delivery. Buyer shall accept delivery of the Equipment at the location
specified in the Schedule.
4. Title. Title will be free and clear of all liens, leases, claims and
encumbrances of any kind except for the rights of Sherwood Medical Company
("Lessee") (a Delaware corporation doing business as Xxxxxxxx-Xxxxx & Xxxx) as
lessee under Equipment Lease dated May 30, 1996 between Seller as lessor and
Lessee as lessee (such Equipment Lease is called the "Lease"). Simultaneously
with the payment of the purchase price, Seller shall deliver to Buyer a xxxx of
sale (in the form of exhibit A hereto) for the Equipment (the "Xxxx of Sale")
transferring good and marketable title thereto to Buyer free and clear of all
liens, leases, claims and encumbrances of any kind other than the rights of the
Lessee under the Lease. Simultaneously herewith, Buyer and Seller are entering
into an Assignment, Assumption & Indemnity Agreement in the form of Exhibit B
hereto (the "Assignment Agreement"), pursuant to which (i) all rights of Seller
as lessor under the Lease are being assigned to Buyer and (ii) all rights of
Seller under the Bond (as hereinafter defined)
are being assigned to Buyer. The term "Bond" means Bond No. 8145-4178 dated June
20, 1996 issued by Federal Insurance Company (as surety) ("Federal") and Lessee
(as principal) which insures the Lessee's obligations under the Lease.
Simultaneously herewith, Seller is delivering to Buyer a conditional xxxx of
sale for the Equipment (in the form of Exhibit C hereto).
5. Representations and Warranties.
5.1 Representations and warranties of Seller. Seller represents and warrants to,
and covenants and agrees with, Buyer as follows:
(a) On the date hereof (i) the Lease has been duly executed and delivered, is in
full force and effect, constitutes the valid and binding obligations of the
Seller, as lessor, and the Lessee, as lessee, thereunder, is enforceable against
Seller and the Lessee in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other laws of general application affecting
creditor's rights) and no defaults or conditions which, with the passage of time
or giving of notice or both, would constitute defaults, exist thereunder by the
Lessee or by Seller, (ii) there are no setoffs, counterclaims, or defenses on
the part of the Lessee to pay any amounts due under the Lease, (iii) the Bond
has been duly executed and delivered, is in full force and effect and
constitutes the valid and binding agreement of Federal and Lessee, enforceable
in accordance with its terms (subject to applicable bankruptcy and insolvency
laws and other laws of general application affecting creditors' rights), (iv)
the Equipment is located at the place designated in the Schedule and the
Equipment has been accepted and installed under the Lease and is in good
operating condition and repair, (v) Lessee has not prepaid any rentals due or to
become due under the Lease (and Lessee has not made any deposits) and there
remains unpaid and owing under the firm lease term of the Lease the monthly
rental payments set forth in the Schedule, and Buyer shall be entitled to
receive directly all of such payments and all other monies payable under the
Lease (except for the June 1996 rental payment and the July 1996 rental payment
which shall belong to Seller) and (vi) the initial firm lease term of the lease
commenced on May 30, 1996 and expires on May 29, 2002.
(b) By the delivery of the Xxxx of Sale to Buyer and upon execution and delivery
of the Assignment Agreement, Seller will convey to Buyer good and marketable
title to the Equipment and the Lease (including, without limitation, the Bond)
free and clear of any and all leases, liens, claims and encumbrances other than
the rights of the Lessee under the Lease.
(c) Seller is a corporation duly and validly organized and existing in good
standing under the laws of the State of New York and has full power and
authority to own its properties and carry on its business in the places where
such properties are located and such business is conducted.
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(d) Seller has the power and authority to enter into, execute and deliver this
Agreement, the Xxxx of Sale, the Assignment Agreement and all other instruments
and documents executed and delivered and/or received, or to be executed and
delivered and/or received, in connection with the transactions herein referred
to and to carry out the sale and transfer of the Equipment and the Lease
(including, without limitation the Bond) to Buyer and the transactions
contemplated hereunder and thereunder. (This Agreement, the Xxxx of Sale, the
Assignment Agreement and all such other instruments and documents are
hereinafter referred to collectively as the "Documents"). There is no action,
suit or proceeding pending against Seller before or by any court, administrative
agency or other governmental authority which brings into question the validity
of, or might in any way impair, the execution, delivery or performance by Seller
of any Document. No approval of, or consent from, any governmental authority is
required for the execution, delivery or performance by Seller of any Document.
(e) The execution and delivery of the Documents by Seller and the performance by
it of its obligations thereunder, including, without limitation, the conveyance
of the Equipment and the Lease {including, without limitation, the Bond) and the
acceptance of the purchase price in exchange therefor, have been duly authorized
by all necessary corporate and/or other action of Seller and do not contravene,
violate or conflict with (i) any provision of Seller's articles of incorporation
by-laws or other organizational documents or (ii) any law or any order, writ,
injunction, decree, rule or regulation of any court, administrative agency or
any other governmental authority (applicable to Seller or its assets).
(f) The execution and delivery of the Documents by Seller, and the performance
by Seller of its obligations thereunder, do not conflict and are not
inconsistent with, and will not result (with or without the giving of notice or
passage of time or both) in a breach of or constitute a default or require any
consent under or result in the creation of any lien, charge or encumbrance upon
the Equipment or the Lease or the Bond pursuant to the terms of any credit
agreement, indenture, mortgage, purchase agreement, deed of trust, security
agreement, lease, guarantee or other instrument or agreement to which Seller is
a party or by which Seller may be bound or to which it may be subject. Without
limiting the foregoing, Seller is not subject to any restriction or agreement
(including, without limitation, the Lease) which, with or without the giving of
notice, the passage of time or both, prohibits or would be violated by, the
execution, delivery and consummation of the Documents and the transactions
referred to therein.
(g) The Documents constitute, or when executed and delivered will constitute,
the legal, valid and binding obligations of Seller enforceable in accordance
with their respective terms, subject, however, to applicable bankruptcy and
insolvency laws
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and other laws of general application affecting creditors' rights and to
judicial discretion to which equitable remedies are subject.
(h) All sales, use, property, value added or other taxes, licenses, tolls,
inspection or other fees, bonds, permits or certificates which were or may be
required to be paid or obtained in connection with the acquisition of the
Equipment by Seller or the leasing of the Equipment to the Lessee have been, or
when due will promptly be, paid in full or obtained.
(i) Seller has delivered to Buyer the one and only original counterpart (the
only counterpart constituting "chattel paper" and marked "Original") of the
Lease (and related documents thereto) and the one and only original of the Bond,
and Seller has delivered to Buyer an original (to the extent available) or a
true, correct and complete copy (if an original is not available) of each and
every other document delivered to or by Seller in connection with the purchase
of the Equipment by Seller and the leasing of the Equipment to Lessee under the
Lease. All counterparts of the Lease, other than the aforementioned original
counterpart being delivered to Buyer, are marked "Duplicate".
(j) Seller hereby assigns to Buyer (to the extent assignable), and agrees to
enforce (upon Buyer's written request and at Buyer's expense) for the benefit of
Buyer (to the extent not assignable), the benefits of all warranties,
representations, covenants and indemnities made to Seller by, or which Seller is
entitled to enforce against, any predecessor in title to the Equipment or the
manufacturer of the Equipment. Seller shall not amend or modify the Lease or
waive any provisions thereof or cause a default thereunder or exercise any
rights thereunder.
(k) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE ASSIGNMENT
AGREEMENT, THE CONDITIONAL XXXX OF SALE OR IN THE XXXX OF SALE, THE EQUIPMENT IS
BEING SOLD "AS IS" AND "WHERE IS" AND SELLER DOES NOT WARRANT THE EQUiPMENT IN
ANY RESPECT, EITHER EXPRESSLY OR BY IMPLICATION, AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PURPOSE OR USE, QUALITY,
PRODUCTIVENESS OR CAPACITY.
5.2 Representations and Warranties of the Buyer. The Buyer represents and
warrants to, and agrees with, the Seller as follows:
{a) Buyer is a corporation duly and validly organized and existing in good
standing under the laws of the State of its incorporation and has full power and
authority to own its properties and carry on its business where such properties
are located and such business is conducted.
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(b) Buyer has the power and authority to enter into the Documents and to carry
out the transactions contemplated thereunder.
(i) The execution and delivery of the Documents by Buyer, and the performance of
its obligations thereunder, have been duly authorized by all necessary corporate
and/or other action of Buyer and do not violate or conflict with (i) any
provision of Buyer's certificate of incorporation, by-laws or other
organizational documents, or (ii) any law or any order, writ, injunction,
decree, rule or regulation of any court, administrative agency or any other
governmental authority (applicable to Buyer or its assets). There is no action,
suit or proceeding pending against Buyer before or by any court, administrative
agency of other governmental authority which brings into question the validity
of, or might in any way impair, the execution, delivery or performance by Buyer
of any Document. No approval of, or consent from, any governmental authority is
required for the execution, delivery or performance by Buyer of any Document.
(d) The execution and delivery of the Documents by Buyer and the performance by
Buyer of its obligations thereunder do not conflict with and are not
inconsistent with, and will not result (with or without the giving of notice or
passage of time or both) in a breach of or constitute a default or require any
consent under the terms of any credit agreement, indenture, mortgage, purchase
agreement, deed of trust, security agreement, lease, guarantee or other
instrument or agreement to which Buyer is a party or by which Buyer may be
subject. Without limiting the foregoing, Buyer is not subject to any restriction
or agreement which, with or without the giving of notice, the passage of time or
both, prohibits or would be violated by, the execution, delivery and
consummation of the Documents and the transactions referred to therein.
(e) The Documents constitute, or when executed and delivered will constitute,
the legal, valid and binding obligations of Buyer enforceable in accordance with
their respective terms, subject, however, to applicable bankruptcy and
insolvency laws and other laws of general application affecting creditors'
rights and to judicial discretion to which equitable remedies are subject.
6. Indemnification. Each of Seller and Buyer will indemnify the other and
protect, defend and hold it harmless from and against any and all loss, cost,
damage, injury or expense, including, without limitation, reasonable attorneys'
fees and court costs, wheresoever and howsoever arising, which the indemnified
party or its subsidiaries or stockholders, or any of its, or their, directors,
officers, agents, employees, stockholders or partners, may incur by reason of
any breach by the indemnifying party of any of its representations, covenants,
warranties or obligations set forth in the Documents. Seller
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also hereby indemnifies and shall hold Buyer harmless against any loss sustained
or reasonable expenses incurred by Buyer as the result of or arising out of the
imposition on the Equipment of any Federal or other tax lien or the foreclosure
thereof by virtue of the failure to pay or underpayment by the Seller of the
Federal or other taxes payable by Seller.
7. Miscellaneous.
7.1 Survival. The covenants, agreements, indemnities, representations and
warranties made herein shall survive the execution and delivery of the Documents
and the consummation of the transactions described therein.
7.2 Successors and Assigns. The rights and obligations of the parties hereunder
shall inure to the benefit of, and be binding and enforceable upon, the
respective successors, assigns and transferees of either party.
7.3 Notices. Any notice, request or other communication to either party by the
other hereunder shall be given in writing and shall be deemed given on the
earlier of the same is (i) personally delivered with receipt acknowledged, or
(ii) mailed by certified mail, return receipt requested, postage prepaid and
addressed to the party for which it is intended at the address set forth at the
head of this Agreement. The place to which notices or copies of notices are to
be given to either party may be changed from time to time by such party by
written notice to the other party.
7.4 Governing Law. This Agreement shall be governed by and interpreted under the
laws of the state of New York applicable to contracts made and to be performed
therein without giving effect to the principles of conflict of laws thereof.
7.5 Captions. Captions used herein are inserted for reference purposes only and
shall not affect the interpretation or construction of this Agreement.
7.6 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
7.7 Amendments. This Agreement may be amended or varied only by a document, in
writing, of even or subsequent date hereof, executed by Buyer and Seller.
8. Further Assurances. Each party hereto shall promptly execute and deliver all
such further instruments and documents, and promptly take such further action,
as may reasonably be requested by the other party in order to fully carry out
the intent and accomplish the purposes of the Documents and the transactions
referred to therein. Without limiting the foregoing, Assignor shall promptly
execute and deliver, and cause
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the Lessee to promptly execute and deliver, (a) a Notice and Acknowledgment of
Assignment (in form and substance satisfactory to Republic) and (b) such other
documents as Republic may reasonably request.
IN WITNESS WHEREOF, the Buyer and Seller have executed this Agreement as of
the date first above written.
Seller: Univec, Inc.
By: /s/ Xxxx Xxxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxxx
--------------------------
Title: C.E.O.
-------------------------
Buyer: Paramount Financial
Corporation
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
--------------------------
Title: Sr. Vice President
-------------------------
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Schedule A
Equipment Description: 128 cavity plunger mold and mold base and mold inserts
and spare parts, Serial No. 1713
Remaining Rental Payments: 34 consecutive monthly rental payments each in the
amount of $54,056.00, due on July 1, 1996 and on the first day of each month
thereafter.
Equipment Location: Xxxxxxxx-Xxxxx & Xxxx
0000 Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
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Exhibit A
Xxxx of Sale
For the sum of $1.00 and other value received, receipt of which is hereby
acknowledged, Univec, Inc. ("SELLER"), a New York corporation having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX
00000, does hereby sell, grant, assign, transfer and convey to Paramount
Financial Corporation ("BUYER"), a Delaware corporation having an office and
place of business at Xxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, the following
equipment ("Equipment"):
128 cavity plunger mold and mold inserts and mold base and spare parts. Serial
No. 1713.
The SELLER represents and warrants that the SELLER is the lawful owner of
the Equipment, that the Equipment is free and clear of all liens, leases, claims
and other encumbrances (except for the lease of the Equipment pursuant to
Equipment Lease dated May 30, 1996 between SELLER as lessor and Sherwood Medical
Company (a Delaware corporation doing business as Xxxxxxxx-Xxxxx & Xxxx) as
lessee) and that SELLER has a good right to sell, grant, assign, transfer and
convey the Equipment and will at its expense, warrant and defend the title
thereto. SELLER reaffirms as of the date hereof, the representations,
warranties, covenants, indemnities and assignments made by SELLER to BUYER in
the Purchase Agreement dated June 27, 1996 between SELLER and BUYER, as if such
representations, warranties, covenants, indemnities and assignments were set
forth herein in haec verba.
Date: June __, 1996
Univec, Inc.
By:________________________
Title:_____________________
Name:______________________
asas&inag
EXHIBIT B
ASSIGNMENT, ASSUMPTION & INDEMNITY AGREEMENT
AGREEMENT dated as of June 27, 1996 by and between Univec, Inc., a New York
corporation having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx Xxxx, XX 00000 ("Assignor"), and Paramount Financial Corporation,
a Delaware corporation having an office and place of business at Xxx Xxxxxxx
Xxxxx, Xxxxxxx, XX 00000 ("Assignee").
WITNESSETH:
THAT in consideration of the mutual undertakings herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby assigns and sets over unto Assignee, effective on
the date hereof, all of its rights, title and interest in, under and to (i)
Equipment Lease dated May 30, 1996 between Assignor as lessor and Sherwood
Medical Company ("Lessee") (a Delaware corporation doing business as
Xxxxxxxx-Xxxxx & Xxxx) as lessee (such Equipment Lease is called the "Lease")
and (ii) any guaranty of Lessee's obligations thereunder, including (without
limitation) the Bond (as hereinafter defined), except for the rental payments
due on June 1, 1996 and July 1, 1996 under the Lease. The term "Bond" means Bond
No. 8145-4178 dated June 20, 1996 issued by Federal Insurance Company (as
surety) and Lessee (as principal) which insures the Lessee's obligations under
the Lease. The Assignor shall not be liable for payment of the Lessee's
obligations under the Lease, except that, notwithstanding the foregoing,
Assignor shall be liable for any damages suffered by the Assignee as a result of
any breach or inaccuracy of any of the representations, warranties, covenants,
agreements or indemnities of Assignor in this Agreement, the Purchase Agreement
(as hereinafter defined) or any documents or instruments executed in connection
herewith or therewith.
2. Obligations. Assignee hereby accepts such assignment, provided, however,
that Assignor (and not Assignee) shall remain responsible to perform all
obligations of the lessor under the Lease, and Assignor (and not Assignee)
agrees to perform same in accordance with the terms thereof.
3. Representations of Assignor. Assignor hereby represents, convenants and
warrants and Assignee may rely on the following:
(a) All of the representations, covenants and warranties contained in
Section 5.1 of that certain purchase agreement (the "Purchase Agreement")
dated June 27, 1996 between Assignor as Seller and Assignee as Buyer are
incorporated herein by reference with the same force and effect as if set
forth herein in full.
(b) Assignor is assigning all right, title and interest in, under and
to the Lease and the Bond to Assignee, free and clear of any and all liens,
claims or encumbrances {except for the rental payments due on June 1, 1996
and July 1, 1996 under the Lease).
4. Representations of Assignee. Assignee hereby represents, covenants and
warrants and Assignor may rely on the following:
All of the representations, covenants and warranties contained in Section
5.2 of the Purchase Agreement are incorporated herein by reference with the same
force and effect as if set forth herein in full.
5. MISCELLANEOUS.
(a) Survival. All representations, warranties, covenants, agreements
and indemnities made by Assignor and Assignee shall survive the execution,
delivery and performance of this Agreement and all other documents executed
in connection herewith.
(b) Successors and Assigns. This Agreement and all covenants,
representations, warranties, indemnities and agreements contained herein as
well as all other documents executed in connection herewith shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
(c) Indemnification.
(i) Assignor shall indemnify and hold Assignee harmless from and
against any and all loss, cost, damage, injury or expense (including,
without limitation, court costs and reasonable attorneys' fees)
wheresoever and howsoever arising which Assignee may incur by reason
of any breach by Assignor of any of its warranties, representations,
covenants, agreements or obligations set forth herein or in any
documents executed in connection herewith.
(ii) Assignee shall indemnify and hold Assignor harmless from and
against any and all loss, cost, damage, injury or expense (including,
without limitation, court costs and reasonable attorneys' fees)
wheresoever and howsoever arising which Assignor may incur by reason
of any breach by Assignee of any of its warranties, representations,
covenants, agreements or obligations set forth herein or in any
documents executed in connection herewith.
(d) Titles. The titles appearing in this Agreement and in any
other documents relating to this transaction are inserted only as a
matter of convenience and in no way define, limit or describe the
scope or intent hereof nor in any way affect this Agreement or any
other documents relating to this transaction.
(e) Further Instruments. The parties hereto agree to execute and
deliver, or cause to be executed and delivered, such further
instruments or documents and to take such other action as may be
required to carry out effectively the transactions contemplated
herein.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Assignor and
Assignee have caused this Agreement to be executed and do each hereby warrant
and represent that their respective signatories whose signatures appear below
have been and are on the date of this agreement duly authorized by all necessary
and appropriate action to execute this Agreement.
ASSIGNEE: ASSIGNOR:
Paramount Financial Univec, Inc.
Corporation
By:___________________________ By:__________________________
Title:________________________ Title:_______________________
Name:_________________________ Name:________________________
asas&inag
Exhibit C
Conditional Xxxx of Sale
(Where payment of the purchase price
has not been received and a purchase
money security interest is reserved)
For the sum of $1.00 and other value received, receipt of which is hereby
acknowledged, Univec, Inc ("SELLER"), a New York corporation having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX
00000, does hereby sell, grant, assign, transfer and convey to Paramount
Financial Corporation ("BUYER"), a Delaware corporation having an office and
place of business at Xxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, the following
equipment ("Equipment"):
128 cavity plunger mold and mold inserts and mold base and spare parts. Serial
No. 1713.
The SELLER represents and warrants that the SELLER is the lawful owner of
the Equipment, that the Equipment is free and clear of all liens, leases, claims
and other encumbrances (except for the lease of the Equipment pursuant to
Equipment Lease dated May 30, 1996 between SELLER as lessor and Sherwood Medical
Company (a Delaware corporation doing business as Xxxxxxxx-Xxxxx & Xxxx) as
lessee and that SELLER has a good right to sell, grant, assign, transfer and
convey the Equipment and will at its expense, warrant and defend the title
thereto. SELLER reaffirms as of the date hereof, the representations,
warranties, covenants, indemnities and assignments made by SELLER to BUYER in
the Purchase Agreement dated June _, 1996 between SELLER and BUYER, as if such
representations, warranties, covenants, indemnities and assignments were set
forth herein in haec verba. Notwithstanding the foregoing, SELLER expressly
reserves a purchase money security interest in the Equipment to secure the
payment of the balance of the purchase price of the Equipment (such balance
being $1,597,763.00). Upon receipt by SELLER of such $1,597,763.00, such
purchase money security interest shall be satisfied and automatically
terminated.
Date: June __, 1996
Univec, Inc.
By: __________________________
Title:________________________
Name:_________________________
Conditional Xxxx of Sale
(Where payment of the purchase price
has not been received and a purchase
money security interest is reserved)
For the sum of $1.00 and other value received, receipt of which is hereby
acknowledged, Univec, Inc ("SELLER"), a New York corporation having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX
00000, does hereby sell, grant, assign, transfer and convey to Paramount
Financial Corporation ("BUYER"), a Delaware corporation having an office and
place of business at Xxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, the following
equipment ("Equipment"):
128 cavity plunger mold and mold inserts and mold base and spare parts. Serial
No. 1713.
The SELLER represents and warrants that the SELLER is the lawful owner of
the Equipment, that the Equipment is free and clear of all liens, leases, claims
and other encumbrances (except for the lease of the Equipment pursuant to
Equipment Lease dated May 30, 1996 between SELLER as lessor and Sherwood Medical
Company (a Delaware corporation doing business as Xxxxxxxx-Xxxxx & Xxxx) as
lessee and that SELLER has a good right to sell, grant, assign, transfer and
convey the Equipment and will at its expense, warrant and defend the title
thereto. SELLER reaffirms of the date hereof, the representations, warranties,
covenants, indemnities and assignments made by SELLER to BUYER in the Purchase
Agreement dated June 27, 1996 between SELLER and BUYER, as if such
representations, warranties, covenants, indemnities and assignments were set
forth herein in haec verba. Notwithstanding the foregoing, SELLER expressly
reserves a purchase money security interest in the Equipment to secure the
payment of the balance of the purchase price of the Equipment (such balance
being $1,600,000.00). Upon receipt by SELLER of such $1,600,000.00, such
purchase money security interest shall be satisfied and automatically
terminated.
Date: June __, 1996
Univec, Inc.
By: /s/ Xxxx Xxxxxxxxxx
--------------------------------
Title: C.E.O.
-----------------------------
Name: Xxxx Xxxxxxxxxx
------------------------------
[LOGO] paraMounT
Paramount
Financial
Corporation
July 1, 1996
Univec, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Gentlemen:
Reference is made to (i) the Purchase Agreement dated June 27, 1996 (the
"Purchase Agreement") between Univec, Inc. ("Univec") s Seller and Paramount
Financial Corporation ("Paramount") as Buyer and (ii) a related Assignment,
Assumption & Indemnity Agreement (the "Assignment Agreement") dated June 27,
1996 between Univec as Assignor and Paramount as Assignee. Pursuant to the
Purchase Agreement, Univec is selling to Paramount 128 cavity plunger mold and
mold base and mold inserts and spare parts (serial no. 1713) (the "Equipment").
Pursuant to the Assignment Agreement, Univec is assigning the Lease (as defined
in the Purchase Agreement) to Paramount.
Paramount will be financing the Equipment and the Lease with Republic
National Bank of New York (the "Bank"). In connection therewith, Paramount will
be granting to the Bank a lien on, among other things, the Equipment and the
Lease. Upon the satisfaction and termination of such lien (and Paramount
receiving confirmation thereof from the Bank), Paramount will transfer to Univec
(for the sum of $1.00) Paramount's interest in the Equipment and in the Lease,
without representation or warranty of Paramount.
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
000-000-0000
000-000-0000 fax
-----------------
http:/xxx.xxxxxxxxxxx.xxx
Very truly yours,
PARAMOUNT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxx
----------------------------
Title: Senior Vice President
-------------------------
Name: XXXX XXXXXX
--------------------------
