Exhibit 10.19--Security Agreement
INNOSERV TECHNOLOGIES, INC. OVERTON BANK AND TRUST, N.A.
0000 XXXXXXX, XXXXX 000 XXXXX XXXXXXXXX
XXXXXXXXX, XX 00000 XX XXX 000000
XXXXXXXXX, XX 00000
TAXPAYER I.D. NUMBER: SECURED PARTY'S NAME AND ADDRESS
DEBTOR'S NAME, ADDRESS AND SSN OR TIN ("YOU" MEANS THE SECURED PARTY, ITS SUCCESSORS AND
("I" MEANS EACH DEBTOR WHO SIGNS.) ASSIGNS.)
I am entering into this security agreement with you on APRIL 14, 1997 (date).
SECURED DEBTS. I agree that this security agreement will secure the payment and
performance of the debts, liabilities or obligations described below that (Check
one) [ ] I [XX] (name) INNOSERV TECHNOLOGIES, INC. owe(s) to you now or in the
future:
(Check one below):
[ ] Specific Debt(s). The debt(s), liability or obligations evidenced by
(describe): and all extensions, renewals, refinancing,
modifications and replacement of the debt, liability or obligation.
[XX] All Debt(s). Except in those cases listed in the "LIMITATIONS" paragraph on
page 2, each and every debt, liability and obligation of every type and
description (whether such debt, liability or obligation now exists or is
incurred in the future and whether it is or may be direct or indirect, due
or to become due, absolute or contingent, primary or secondary, liquidated
or unliquidated, or joint, several or joint and several).
SECURITY INTEREST. To secure the payment and performance of the above described
Secured Debts, liabilities and obligations, I give you a security interest in
all of the property described below that I now own and that I may own in the
future (including, but not limited to, all parts, accessories, repairs,
improvements, and accessions to the property), wherever the property is or
may be located, and all proceeds and products from the property.
--
XX INVENTORY: All inventory which I hold for ultimate sale or lease, or which
has been or will be supplied under contracts of service, or which are raw
materials, work in process, or materials used or consumed in my business.
XX EQUIPMENT: All equipment including, but not limited to, all machinery,
vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
equipment, shop equipment, office and recordkeeping equipment, and parts and
tools. All equipment described in a list or schedule which I give to you
will also be included in the secured property, but such a list is not
necessary for a valid security interest in my equipment.
___ FARM PRODUCTS: All farm products including, but not limited to:
(a) all poultry and livestock and their young, along with their products,
produce and replacements;
(b) all crops, annual or perennial, and all products of the crops; and
(c) all feed, seed, fertilizer, medicines, and other supplies used or
produced in my farming operations.
XX ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND OTHER RIGHTS TO PAYMENT:
All right I have now and that I may have in the future to the payment of
money including, but not limited to:
(a) payment for goods and other property sold or leased or for services
rendered, whether or not I have earned such payment by performance; and
(b) rights to payment arising out of all present and future debt
instruments, chattel paper and loans and obligations receivable.
The above include any right and interests (including all liens and security
interests) which I may have by law or agreement against any account debtor
or obligor of mine.
___ GENERAL INTANGIBLES: All general intangibles including, but not limited to,
tax refunds, applications for patents, patents, copyrights, trademarks,
trade secrets, good will, trade names, customer lists, permits and
franchises, and the right to use my name.
___ GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts, general
intangibles, or other benefits (including, but not limited to, payments in
kind, deficiency payments, letters of entitlement, warehouse receipts,
storage payments, emergency assistance payments, diversion payments, and
conservation reserve payments) in which I now have and in the future may
have any rights or interest and which arise under or as a result of any
preexisting, current or future Federal or state governmental program
(including, but not limited to, all programs administered by the Commodity
Credit Corporation and the ASCS.
___ THE SECURED PROPERTY INCLUDES, BUT IS NOT LIMITED BY, THE FOLLOWING:
If this agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the legal description is:
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I am a(n) [ ]individual [ ]partnership [X]corporation
[ ] If checked, file this agreement in the real estate
Record Owner (if not me):
---------
The property will be used for [ ]personal [XX]business [ ]agricultural [ ]
---------reasons.
XXXXXXX BANK AND TRUST, N.A.
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SOUTH ARLINGTON
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(secured party's name)
By: /s/ XXXXXX VON DER AHE
----------------------------------------
XXXXXX VON DER AHE, PRESIDENT
I AGREE TO THE TERMS SET OUT ON BOTH PAGE 1 AND PAGE 2 OF THIS AGREEMENT. I HAVE
RECEIVED A COPY OF THIS DOCUMENT ON TODAY'S DATE.
INNOSERV TECHNOLOGIES, INC.
--------------------------------------------
(Debtor's Name)
By: /s/ XXXXXXX XXXX
----------------------------------------
Xxxxxxx Xxxx
Title: PRESIDENT
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GENERALLY--"You" means the Secured Party identified on page 1 of this agreement.
"I", "me" and "my" means each person who signs this security agreement as Debtor
and who agrees to give the property described in this agreement as security for
the Secured Debts. All terms and duties under this agreement are joint and
individual. No modification of this security agreement is effective unless made
in writing and signed by you and me. This security agreement remains in effect,
even if the note is paid and I owe no other debt to you, until discharged in
writing. Time is of the essence in this agreement.
APPLICABLE LAW--I agree that this security agreement will be governed by the law
of the state in which you are located. If property described in this agreement
is located in another state, this agreement may also, in some circumstances, be
governed by the law of the state in which the property is located.
To the extent permitted by law, the terms of this agreement may vary
applicable law. If any provision of applicable law may not be varied by
agreement, any provision of this agreement that does not comply with the law
will not be effective. If any provision of this agreement cannot be enforced
according to its terms, this fact will not affect the enforceability of the
remainder of this agreement.
OWNERSHIP AND DUTIES TOWARD PROPERTY--I represent that I own all of the
property, or to the extend this is a purchase money security interest I will
acquire ownership of the property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the property is ahead of the claims of
any other creditor. I agree to do whatever you require to protect your security
interest and to keep your claim in the property ahead of the claims of other
creditors. I will not do anything to harm your position.
I will keep books, records and accounts about the property and my business
in general. I will let you examine these records at any reasonable time. I will
prepare any report or accounting you request, which deals with the property.
I will keep the property in my possession and will keep it in good repair
and use it only for the purpose(s) described on page 1 of this agreement. I will
not change this specified use without your express written permission. I
represent that I am the original owner of the property and, if I am not, that I
have provided you with a list of prior owners of the property.
I will keep the property at my address listed on page 1 of this agreement,
unless we agree I may keep it at another location. If the property is to be used
in another state, I will give you a list of those states. I will not try to sell
the property unless it is inventory or I receive your written permission to do
so. If I sell the property I will have the payment made payable to the order of
you and me.
You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your prior written consent (1) a beneficial interest
in the debtor is sold or transferred or (2) there is a change in either the
identity or number of members of a partnership or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.
I will pay all taxes and charges on the property as they become due. You
have the right of reasonable access in order to inspect the property. I will
immediately inform you of any loss or damage to the property.
LIMITATIONS--This agreement will not secure a debt described in the section
entitled "Secured Debts" on page 1:
1) if you fail to make any disclosure of the existence of this security
interest required by law for such other debt;
2) if this security interest is in my principal dwelling and you fail to
provide (to all persons entitled) any notice of right of rescission
required by law for such other debt;
3) to the extent that this security interest is in "household goods" and
the other debt to be secured is a "consumer" loan (as those terms are
defined in applicable federal regulations governing unfair and deceptive
credit practices);
4) if this security interest is in margin stock subject to the requirements
of 12 C.F.R. Section 207 or 221 and you do not obtain a statement of
purpose if required under these regulations with respect to that debt; or
5) if this security interest is unenforceable by law with respect to that
debt.
PURCHASE MONEY SECURITY INTEREST--For the sole purpose of determining the extent
of a purchase money security interest arising under this security agreement: (a)
payments on any non-purchase money loan also secured by this agreement will not
be deemed to apply to the purchase money loan, and (b) payments on the purchase
money loan will be deemed to apply first to the non-purchase money portion of
the loan, if any, and then to the purchase money obligations in the order in
which the items of collateral were acquired or if acquired at the same time, in
the order selected by you. No security interest will be terminated by
application of this formula. "Purchase money loan" means any loan the proceeds
of which, in whole or in part, are used to acquire any collateral securing the
loan and all extensions, renewals, consolidations and refinancings of such
loans.
AUTHORITY OF SECURED PARTY TO MAKE ADVANCES AND PERFORM FOR DEBTOR--I agree to
pay you on demand any sums you advanced on my behalf including, but not limited
to, expenses incurred in collecting, insuring, conserving, or protecting the
property or in any inventories, audits, inspections or other examinations by you
in respect to the property. If I fail to pay such sums, you may do so for me,
adding the amount paid to the other amounts secured by this agreement. All such
sums will be due on demand and will bear interest at the highest rate provided
in any agreement, note or other instrument evidencing the Secured Debt(s) and
permitted by law at the time of the advance.
If I fail to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lien or other security interest, you may without notice
to me perform the duties or cause them to be performed. I understand that this
authorization includes, but is not limited to, permission to: (1) prepare, file,
and sign my name to any necessary reports or accountings; (2) notify any account
debtor of your interest in this property and tell the account debtor to make the
payments to you or someone else you name, rather than me; (3) place on any
chattel paper a note indicating your interest in the property; (4) in my name,
demand, collect, receive and give a receipt for compromise, settle, and handle
any suits or other proceedings involving the collateral; (5) take any action you
feel is necessary in order to realize on the collateral, including performing
any part of a contract or endorsing it in my name; and (6) make an entry on my
books and records showing the existence of the security agreement. Your right to
perform for me shall not create an obligation to perform and your failure to
perform will not preclude you from exercising any of your rights under the law
of this security agreement.
INSURANCE--I agree to buy insurance on the property against the risks and for
the amounts you require and to furnish you continuing proof of coverage. I will
have the insurance company name you as loss payee on any such policy. You may
require added security if you agree that insurance proceeds may be used to
repair or replace the property. I will buy insurance from a firm licensed to do
business in the state where you are located. The insurance will last until the
property is released from this agreement. If I fail to buy or maintain the
insurance (or fail to name you as loss payee) you may purchase it yourself.
WARRANTIES AND REPRESENTATIONS--If this agreement includes accounts, I will not
settle any account for less than its full value without your written permission.
I will collect all accounts until you tell me otherwise. I will keep the
proceeds from all the accounts and any goods which are returned tome or which I
take back in trust for you, I will not mix them with any other property of mine.
I will deliver them to you at your request. If you ask me to pay you the full
price on any returned items or items retaken by myself, I will do so.
If this agreement covers inventory, I will not dispose of it except in my
ordinary course of business at the fair market value for the property, or at a
minimum price established between you and me.
If this agreement covers farm products I will provide you, at your request,
a written list of the buyers, commission merchants or selling agents to or
through whom I may sell my farm products. In addition to those parties named on
this written list, I authorize you to notify at your sole discretion any
additional parties regarding your security interest in my farm products. I
remain subject to all applicable penalties for selling my farm products in
violation of my agreement with you and the Food Security Act. In this paragraph
the terms farm products, buyers, commission merchants and selling agents have
the meanings given to them in the Federal Food Security Act of 1985.
DEFAULT--I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) I change my name or assume an
additional name without first notifying you before making such a change; (9)
failure to plant, cultivate and harvest crops in due season; (10) if any loan
proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES--If I am in default on this agreement, you have the following remedies:
1) You may demand immediate payment of all I owe you under any obligation
secured by this agreement.
2) You may set off any obligation I have to you against any right I have to
the payment of money from you.
3) You may demand more security or new parties obligated to pay any debt I
owe you as a condition of giving up any other remedy.
4) You may make use of any remedy you have under state or federal law.
5) If I default by failing to pay taxes or other charges, you may pay them
(but you are not required to do so). If you do, I will repay to you the
amount you paid plus interest at the highest contract rate.
6) You may require me to gather the property and make it available to you
in a reasonable fashion.
7) You may repossess the property and sell it as provided by law. You may
repossess the property so long as the repossession does not involve a
breach of the peace or an illegal entry onto my property. You may sell
the property as provided by law. You may apply what you receive from the
sale of the property to: your expenses; your reasonable attorney's fees
and legal expenses (where not prohibited by law); any debt I owe you. If
what you receive from the sale of the property does not satisfy the
debts, you may take me to court to recover the difference (where
permitted by law). I agree that 10 days written notice sent to my address
listed on page 1 by first class mail will be reasonable notice to me
under the Uniform Commercial Code. If any items not otherwise subject to
this agreement are contained in the property when you take possession,
you may hold these items for me at my risk and you will not be liable for
taking possession of them.
8) In some cases, you may keep the property to satisfy the debt. You may
enter upon and take possession of all or any part of my property, so long
as you do not breach the peace or illegally enter onto the property,
including lands, plants, buildings, machinery, and equipment as may be
necessary to permit you to manufacture, produce, process, store or sell
or complete the manufacture, production, processing, storing or sale of
any of the property and to use and operate the property for the length of
time you feel is necessary to protect your interest, all without payment
or compensation to me.
By choosing any one or more of these remedies, you do not waive your right
to later use any other remedy. You do not waive a default if you choose not to
use any remedy, and, by electing not to use any remedy, you do not waive your
right to later consider the event a default and to immediately use any remedies
if it continues or occurs again.
FILING--A carbon, photographic or other reproduction of this security agreement
or the financing statement covering the property described in this agreement may
be used as a financing statement where allowed by law. Where permitted by law,
you may file a financing statement which does not contain my signature, covering
the property secured by this agreement.
CO-MAKERS--If more than one of us has signed this agreement, we are all
obligated equally under the agreement. You may xxx any of one of us or any of us
together if this agreement is violated. You do not have to tell me if any term
of the agreement has not been carried out. You may release any co-signer and I
will still be obligated under this agreement. You may release any of the
security and I will still be obligated under this agreement. Waiver by you of
any of your rights will not affect my duties under this agreement. Extending
this agreement or new obligations under this agreement, will not affect my duty
under the agreement.
