VSC REVOLVER SECURITY AGREEMENT
THIS AGREEMENT, dated as of the 1 day of May, 1998, is made by
VITAMIN SPECIALTIES CORP., a Pennsylvania corporation (the "Grantor"), in favor
of THE CHASE MANHATTAN BANK in its capacity as Agent under the Revolving Credit
Agreement hereinafter referred to (the "Agent").
Preliminary Statement
A. IVC Industries, Inc., a Delaware corporation (the "Borrower"),
entered into a certain Credit Agreement dated April 30, 1996 (as amended June
19, 1997) (which, as the same is contemporaneously herewith being amended and
may be hereafter amended or supplemented from time to time, will be called
herein the "Revolving Credit Agreement") among itself, the Banks party thereto
and the Agent. All capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Revolving Credit Agreement.
B. Contemporaneously herewith, the Grantor is executing and
delivering a guaranty dated the date hereof (which, as the same may hereafter be
amended or supplemented from time to time, will be called herein the "VSC
Revolver Guaranty") in favor of the Agent and the Banks, pursuant to which the
Grantor is guaranteeing all the obligations and liabilities (now existing or
hereafter arising) of the Grantor to any or all of the Agent and the Banks under
the Revolving Credit Agreement or any of the other Facility Documents.
C. The execution and delivery of this Agreement is required in order
to induce the Banks and the Agent to enter into a certain amendment to the
Revolving Credit Agreement.
NOW, THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), and in order to induce the Banks
and the Agent to enter into the Revolving Credit Agreement, the Grantor hereby
agrees as follows:
As used in this Agreement, the term "Liabilities" shall mean all
obligations and liabilities (now existing or hereafter arising) of the Grantor
to any or all of the Agent and the Banks under the VSC Revolver Guaranty.
The term "Security" shall mean all personal property and fixtures of
the Grantor, whether now or hereafter existing or now owned or hereafter
acquired and wherever located, of every kind and description, tangible or
intangible, including, but not limited to, all money, goods (including
equipment, farm products and inventory), instruments, securities, documents,
chattel paper, accounts, contract rights, general intangibles, credits, claims
(including, without limitation, the balance of every deposit account of the
Grantor with the Agent or any Bank and any other claim of the Grantor against
the Agent or any Bank), demands, precious metals and any other property, rights
and interests of the Grantor, and shall include the proceeds, products and
accessions of
and to any thereof. The term "Security" includes (without limitation) the
Vitamin Specialties Assets, which include (without limitation) the Excluded VSC
Assets.
As security for the payment of all the Liabilities, the Grantor
hereby grants to the Agent a security interest in and a general lien upon the
Security.
At any time and from time to time, upon the demand of the Agent, the
Grantor will: (1) give, execute, deliver, file and/or record any notice,
statement, instrument, document, agreement or other papers that may be necessary
or desirable, or that the Agent may request, in order to create, preserve,
perfect, or validate any security interest granted pursuant hereto or to enable
the Agent to exercise and enforce its rights hereunder or with respect to such
security interest; and (2) permit representatives of the Agent or any Bank at
any time during business hours to inspect its inventory and to inspect and make
abstracts from the Grantor's books and records pertaining to the Security. The
right is expressly granted to the Agent, at its discretion, to file one or more
financing statements under the Uniform Commercial Code naming the Grantor as
debtor and the Agent as secured party and indicating therein the types or
describing the items of Security herein specified. A photographic or other
reproduction of this agreement shall be sufficient as a financing statement.
With respect to the Security, or any part thereof, which at any time shall come
into the possession or custody or under the control of the Agent or any Bank or
any of their agents, associates or correspondents, for any purpose, the right is
expressly granted to the Agent, at its discretion, to transfer to or register in
the name of itself or its nominee any of the Security; and to exercise or cause
its nominee to exercise all or any powers with respect to the Security with the
same force and effect as an absolute owner thereof; all without notice (except
such notice as may be required by applicable law and cannot be waived) and
without liability except to account for property actually received by it.
The Agent at its discretion may, if an Event of Default exists, in
its name or in the name of the Grantor or otherwise, demand, xxx for, collect or
receive any money or property at any time payable or receivable on account of or
in exchange for, or make any compromise or settlement deemed desirable with
respect to, any of the Security, but the Agent shall be under no obligation to
do so, or the Agent may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release, any of the Security,
without thereby incurring responsibility to, or discharging or otherwise
affecting any liability of, the Grantor. The Agent shall not be required to take
any steps necessary to preserve any rights against prior parties to any of the
Security. If an Event of Default exists, the Agent may use or operate any of the
Security for the purpose of preserving the Security or its value in the manner
and to the extent the Agent reasonably deems appropriate, but the Agent shall be
under no obligation to do so. Upon the occurrence and during the continuance of
an Event of Default, the Grantor shall, at the request of the Agent, assemble
the Security at such place or places as the Agent designates in its request,
and, to the extent permitted by applicable law, the Agent shall have the right,
with or without legal process and with or without prior notice or demand, to
take possession of the Security or any part thereof and to enter any premises
for the purpose of taking possession thereof. The Agent shall have the rights
and remedies with respect to the Security of a secured party under the Uniform
Commercial Code (whether or not such Code is in effect in the jurisdiction where
the rights and remedies are asserted). In addition, with respect to the
Security, or any part thereof, which shall then be or shall
thereafter come into the possession or custody of the Agent, any Bank or any of
their agents, associates or correspondents, the Agent may sell or cause to be
sold in the Borough of Manhattan, New York City, or elsewhere, in one or more
sales or parcels, at such price as the Agent may deem best, and for cash or on
credit or for future delivery, without assumption of any credit risk, all or any
of the Security, at any broker's board or at public or private sale, in any
reasonable manner permissible under the Uniform Commercial Code (except that, to
the extent permitted thereunder, the Grantor hereby waives the requirements of
said Code), and the Agent or anyone else may be the purchaser of any or all of
the Security so sold and thereafter hold the same absolutely, free from any
claim or right of whatsoever kind, including any equity of redemption, of the
Grantor, any such demand, notice or right and equity being hereby expressly
waived and released. The Grantor will pay to the Agent all reasonable expenses
(including reasonable attorneys' fees and legal expenses incurred by any or all
of the Agent and the Banks) of, or incidental to, the enforcement of any of the
provisions hereof or of any of the Liabilities, or any actual or attempted sale
of any of the Security or receipt of the proceeds thereof, and for the care of
the Security and defending or asserting the rights and claims of the Agent in
respect thereof, by litigation or otherwise, including expense of insurance; and
all such expenses shall be indebtedness within the terms of this agreement.
Notwithstanding that the Agent, whether in its own behalf and/or in behalf of
another or others, may continue to hold Security and regardless of the value
thereof, the Grantor shall be and remain liable for the payment in full,
principal and interest, of any balance of the Liabilities and expenses at any
time unpaid.
No delay on the part of the Agent in exercising any power or right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any power or right hereunder preclude other or further exercise
thereof or the exercise of any other power or right. The rights, remedies and
benefits herein expressly specified are cumulative and not exclusive of any
rights, remedies or benefits which any or all of the Agent and the Banks may
otherwise have. The Grantor hereby waive(s) presentment, notice of dishonor and
protest of all instruments included in or evidencing the Liabilities or the
Security and any and all other notices and demands whatsoever, whether or not
relating to such instruments.
No provision hereof shall be modified or limited except by a written
instrument executed by the party sought to be charged therewith, expressly
referring hereto and to the provision so modified or limited. This agreement
shall be binding upon the Grantor and its successors and assigns, and shall
inure to the benefit of the Agent and the Banks and their respective successors
and assigns, and shall be governed by and construed according to the laws of the
State of New York. Unless the context otherwise requires, all terms used herein
which are defined in the New York Uniform Commercial Code shall have the
meanings therein stated.
The security interest granted herein (except as to the Excluded VSC
Assets) is and shall remain subordinate to the security interest granted in the
separate Security Agreement dated the date hereof from the Grantor to The Chase
Manhattan Bank in its capacity as agent under the Term Loan Agreement that
secures the Term-Loan Obligations (as such separate Security Agreement is now
held by such Bank or may hereafter be assigned by such Bank).
VITAMIN SPECIALTIES CORP.
By: /s/ I. Xxxx Xxxxxxxxxx
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