STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 10th day
---------
of March, 2000, by and among XXXX X. XXXX (hereinafter referred to as "Buyer");
and RECONVERSION TECHNOLOGIES, INC., a Delaware corporation (hereinafter
referred to as "Seller").
------
WHEREAS, Seller is the owner of record and beneficially owns One Thousand
Five Hundred (1,500) shares of the issued and outstanding shares of no par value
common stock (the "Shares") of Keystone Laboratories, Inc. (the "Company"); and
------ -------
WHEREAS, the Shares represent all of the issued and outstanding shares of
the capital stock of the Company; and
WHEREAS, Seller desires to sell all of the Shares to Buyer and Buyer
desires to purchase the Shares upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
I. SALE AND PURCHASE OF THE SHARES
------------------------------------
1.1 Sale and Purchase. Subject to the terms and conditions hereof, at
------------------
the Closing (as defined in paragraph 1.2 below), Seller agrees to sell the
Shares to Buyer and Buyer agrees to purchase the Shares from Seller.
1.2 Closing. The closing for the transactions contemplated by this
-------
Agreement shall take place at 11:00 o'clock a.m., at the offices of Buyer's
counsel on March _, 2000 (the "Closing").
-------
1.3 Purchase Price and Payment at Closing. The purchase price for the
--------------------------------------
Shares shall be Seven Hundred Twenty Thousand Dollars ($720,000.00) (the
"Purchase Price"). The Buyer shall pay the Purchase Price by delivery to Seller
--------
of his duly executed Promissory Note, in the form and substance of the
Promissory Note attached as Exhibit "A" (the "Note"), in the principal amount of
the Purchase Price.
1.4 Deliveries at Closing. At the Closing, the Seller and Buyer, as
-----------------------
applicable, shall deliver the following to the other:
(a) Seller shall deliver to Buyer one or more stock certificates
representing the Shares, duly endorsed in blank for transfer or with
appropriate, executed stock powers attached.
(b) Buyer shall execute and deliver the Note to Seller and shall
cause the Company to endorse the guaranty thereof by the Company which is
endorsed thereon.
(c) Buyer shall execute and deliver to Seller a Stock Pledge
Agreement, in the form and substance of the Stock Pledge Agreement attached as
Exhibit "B" (the "Pledge Agreement"), securing the obligations of the Buyer
-----------------
under the Note.
(d) The Buyer shall cause the Company to execute and deliver a
General Security Agreement, in the form and substance of the General Security
Agreement attached as Exhibit "C" (the "Security Agreement"), granting the
------------------
Seller a security interest in all of the assets of the Company, in order to
secure the Company's guaranty of the Note.
II. REPRESENTATION AND WARRANTIES
-------------------------------
2.1 Representations and Warranties of Buyer. Buyer represents and
-------------------------------------------
warrants to Seller as follows:
(a) Information. Buyer is familiar with the business and
-----------
financial condition of the Company. By reason of his relationship to the
Company, he has had full and complete access to the Company and its premises,
management, books and records. In addition, he has had sufficient opportunity
to consult with his professional advisers and to examine all information he
deems appropriate concerning the Company and this transaction and he does not
desire any further information regarding the Company.
(b) Investment Intent. Buyer is acquiring the Shares of the
------------------
Company for his own account, for investment purposes only, and not with a
view to the sale or distribution of any part thereof. Buyer has no present
intention of selling, granting participation in, or otherwise distributing the
Shares. Buyer understands the specific risks related to an investment in the
shares of the Company, especially as it relates to the financial performance of
the Company.
2.2 Representations and Warranties of Seller. Seller represents and
-------------------------------------------
warrants to Buyer as follows:
(a) Organization. Seller is a corporation duly incorporated,
------------
validly existing and in good standing under the laws of the State of Delaware.
-2-
(b) Authority. Seller has full power and lawful authority to
---------
execute and deliver this Agreement and to consummate and perform the
transactions contemplated thereby. The Agreement constitutes (or shall, upon
execution, constitute) valid and legally binding obligations upon Seller,
enforceable in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy and other similar laws affecting the rights
of creditors generally; and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies. Neither the execution and
delivery of the Agreement by Seller, nor the consummation and performance of the
transactions contemplated thereby, conflicts with, requires the consent, waiver
or approval of, results in a breach of or default under, or gives to others any
interest or right of termination, cancellation or acceleration in or with
respect to, any material agreement by which Seller is a party, or by which
Seller, or any of its material properties or assets, are bound or affected.
(c) Title. Seller is the sole record and beneficial owner of the
-----
Shares and has and will have at the time of their transfer to Buyer, good,
marketable and indefeasible title to them, free and clear of all liens,
encumbrances, defects in title, rights of purchase, and any other restrictions
or impediments whatsoever to the sale and transfer of the Shares to Buyer,
except as may be imposed by laws applicable to securities transfers generally.
(d) Issuance. The Shares are validly issued and outstanding,
--------
fully paid and non-assessable.
(e) Consents. No consents, waivers, approvals of or by any third
--------
party are necessary to permit the transfer of the Shares by Seller pursuant to
this Agreement.
Except as reflected in Sections 2.2(c) and (d) above, Seller makes no
representation or warranty, express or implied, as to the Company, its assets,
liabilities or business.
III. COVENANTS
---------
3.1 Covenants of Seller. Seller covenants and agrees to perform the
---------------------
following acts.
(a) No indebtedness. Seller will not allow the Company to create,
---------------
incur, assume, guarantee or otherwise become liable with respect to any
obligation for borrowed money, indebtedness, capitalized lease or similar
obligation, except in the ordinary course of business consistent with past
practices, where the entire net proceeds thereof are deposited with and used by
and in connection with the business of the Company.
(b) No Securities Issuances. Seller will not allow the Company to
-----------------------
issue any additional shares of any class of capital stock, or enter into any
contract, option, warrant or right calling for the issuance of any such shares
of capital stock, or create or issue any securities convertible into any
securities of the Company.
-3-
IV. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE
-----------------------------------------------------------------
The obligation of Buyer to close the transactions contemplated hereby is
subject to the fulfillment by Seller prior to the Closing of each of the
following conditions, which may be waived in whole or in part by Buyer.
4.1 Compliance With Representations, Warranties and Covenants. The
-------------------------------------------------------------
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
4.2 No Legal Proceedings. No suit, action or other legal or
----------------------
administrative proceeding before any court or other governmental agency shall be
pending or threatened seeking to enjoin the consummation of the transactions
contemplated hereby.
4.3 Documents To Be Delivered By Seller. Seller shall have delivered
-------------------------------------
the stock certificates for the Shares and, if required, stock powers, pursuant
to Section 1.4 hereof.
V. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER TO CLOSE
------------------------------------------------------------------
The obligation of Seller to close the transactions contemplated hereby is
subject to the fulfillment by Buyer prior to the Closing of each of the
following conditions, any of which may be waived in whole or in part by Seller.
5.1 Compliance With Representations, Warranties and Covenants. The
-------------------------------------------------------------
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material respect
at the Closing with the same force and effect as if made at the Closing, and
Buyer shall have performed all agreements, covenants and conditions required to
be performed by Buyer prior to the Closing.
5.2 No Legal Proceedings. No suit, action or other legal or
----------------------
administrative proceedings before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the transactions
contemplated hereby.
5.3 Documents To Be Delivered By Buyer. Buyer shall have delivered the
----------------------------------
Note, Pledge Agreement and Security Agreement pursuant to Sections 1.3 and 1.4
hereof.
VI. MODIFICATION, WAIVERS, TERMINATION AND EXPENSES
---------------------------------------------------
6.1 Modification. Buyer and Seller may amend, modify or supplement
------------
this Agreement in any manner as they may mutually agree in writing.
-4-
6.2 Waivers. Buyer and Seller may, in writing, extend the time for or
-------
waive compliance by the other with any of the covenants or conditions of the
other contained herein.
6.3 Termination and Abandonment.
-----------------------------
This Agreement may be terminated and the purchase of the Shares may be
abandoned before the Closing:
(a) By the written consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller set
forth herein shall not be accurate, or the conditions precedent set forth in
Article IV shall not have been satisfied, in all material respects; or
(c) By Seller, if the representations and warranties of Buyer set
forth herein shall not be accurate, or the conditions precedent set forth in
Article V shall not have been satisfied in all material respects.
Termination pursuant to Sections 6.2(b) and 6.2(c) shall be effective on
the date of receipt of written notice specifying the reasons therefor.
VII. MISCELLANEOUS
-------------
7.1 Representations and Warranties To Survive. Unless otherwise
---------------------------------------------
provided, all of the representations and warranties contained in this Agreement
shall survive the Closing for a period of two (2) years. No investigation made
by any party hereto or the representatives shall constitute a waiver of any
representation or warranty, and no such representation or warranty shall be
merged into the Closing.
7.2 Binding Effect of the Agreement. This Agreement represents the
-----------------------------------
entire agreement between the parties with respect to the transactions
contemplated hereby. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective heirs, legal representatives,
successors and assigns of the parties hereto. Nothing in this Agreement,
expressed or implied, confers any rights or remedies upon any party other than
the parties hereto and their respective heirs, legal representatives and
assigns.
7.3 Applicable Law. This Agreement is made pursuant to, and will be
---------------
construed under, the laws of the State of Delaware.
7.4 Notices. All notices, requests, demands and other communications
-------
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
-5-
(a) If to Seller:
--------------
Reconversion Technologies, Inc.
c/o G. Xxxxx Xxxxxx
0000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If to Buyer:
-------------
Xxxx Xxxx
00 Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
These addresses may be changed from time to time by written notice to the
other parties.
7.5 Headings. The headings contained in this Agreement are for
--------
reference only and will not in any way affect the meaning or interpretation of
this Agreement.
7.6 Counterparts. This Agreement may be executed in counterparts, each
------------
of which will be deemed an original and all of which together will constitute
one instrument.
7.7 Severability. If any one or more of the provisions of this
------------
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under applicable law, this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on and as of
the date first set forth above.
SELLER: BUYER:
Reconversion Technologies, Inc.
By: /s/ Xxxxxx Xxxxxx /s/ Xxxx X. Xxxx
------------------- ----------------------
Xxxxxx Xxxxxx, Vice President Xxxx X. Xxxx
-6-
EXHIBIT A
Promissory Note
NOTE
----
$720,000 March _, 2000
FOR VALUE RECEIVED, Xxxx X. Xxxx, having an address at 00 Xxxxxxxx Xxxxxx,
Xxxxx X, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 ("Maker"), promises to pay to the
order of Reconversion Technologies, Inc. ("Payee"), the principal sum of Seven
Hundred Twenty Thousand Dollars ($720,000), without interest; provided that so
long as an Event of Default (as hereinafter defined), or any event which with
notice or passage of time or both would constitute an Event of Default, shall
exist and be continuing, interest shall accrue daily at the rate of twelve
percent (12%) per annum.
1. Payments. Maker shall pay this Note by paying twelve (12) equal monthly
--------
installments of principal, in the amount of Sixty Thousand Dollars ($60,000)
each, on the first day of each month commencing April 1, 2000, and shall pay the
entire remaining principal balance, plus all accrued and unpaid interest
thereon, if any, on March 1, 2000. All payments shall be in lawful money of the
United States, and shall be applied first to accrued interest and then to the
outstanding principal balance. Payments shall be made at the offices of Payee's
counsel: G. Xxxxx Xxxxxx & Associates, P.C., 0000 X. 00xx Xxxxx, Xxxxx 000,
Xxxxx, Xxxxxxxx 00000, or at such other place as Payee or any subsequent holder
may designate to Maker in writing.
2. Prepayments. The indebtedness evidenced by this Note may be prepaid at
-----------
any time and from time to time, without advance notice to Payee, in whole or in
part without premium or penalty, but with accrued interest, if any, to the date
of prepayment on the amount of principal being prepaid. Partial prepayments of
principal will be applied to the latest maturing installments.
3. Events of Default. If any of the following events ("Events of Default")
------------------
shall occur, this Note, any and all interest hereon, and all other amounts
payable hereunder shall become immediately due and payable.
a. There is a failure to pay any installment of principal of, or any
other amount payable under this Note when due, Maker breaches any other
obligation to Payee hereunder, or Maker breaches or defaults under any other
agreement with or obligation to Payee whatsoever;
b. Maker, or any guarantor or endorser of this Note (a "Guarantor"),
shall become insolvent or admit in writing its or his inability to pay its or
his debts as they become due, or shall make a general assignment for the benefit
of creditors;
-7-
c. Any proceedings shall be instituted by or against Maker or any
Guarantor seeking either (i) an order for relief with respect to, or
reorganization, arrangement, adjustment or composition of, its or his debts
under the United States Bankruptcy Code or under any other law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or (ii) appointment
of a trustee, receiver or similar official for Maker or any Guarantor or for any
substantial part of its or his property; and, with respect only to a proceeding
instituted against Maker or a Guarantor, such proceeding is not dismissed within
sixty (60) days thereafter;
d. There shall be any default or event of default under any guarantee
of, or pledge, security or other agreement securing, this Note;
e. Maker's death, Maker's or any Guarantor's failure to conduct
business in the ordinary course, or the dissolution or termination of its
existence.
4. No Waiver, etc. No delay or omission on the part of Payee in exercising
---------------
any right hereunder or under any guarantee of or subordination agreement
relating to, or mortgage, security or other agreement securing, this Note shall
operate as a waiver of such right or of any other right of Payee, nor shall any
delay, omission or waiver on any one occasion be deemed a bar to or waiver of
the same or any other right on any future occasion. Maker, and every Guarantor
and endorser of this Note, regardless of the time, order or place of signing,
waives presentment, demand, protest and notices of every kind with respect to
this Note and assents (i) to any extension or postponement of the time of
payment and to any other indulgence, (ii) to the addition or release of, or any
compromise or settlement with, any Guarantor or endorser or other party or
person primarily or secondarily liable hereunder, and (iii) to the addition or
release of, the failure to take or perfect an interest in, any compromise or
settlement with respect to, or any delay in proceeding or failure to proceed
against, any collateral or other security for this Note.
5. Payee's Expenses. Maker also agrees to pay on demand all costs and
-----------------
expenses (including fees and expenses of counsel) incurred by Payee in
determining its rights under this Note and any and all pledges, security
agreements and guarantees securing this Note; in administering and/or enforcing
this Note and any and all pledges. security agreements and guarantees securing
this Note; and in taking, holding, insuring, appraising, preparing for sale and
selling, or otherwise realizing on, any collateral securing this Note. All such
costs and expenses shall bear interest, payable on demand, from the date of
payment thereof by Payee until paid in full by Maker, at the rate applicable
during the existence of an Event of Default or any event which with notice or
passage of time or both would constitute an Event of Default.
-8-
6. Governing Law. This Note shall be governed by and construed in
--------------
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed wholly within the State of Delaware, without giving effect
to conflict of laws principles.
7. Notices. Any notice or other communication required or permitted under
-------
this Note shall be in writing and shall be deemed to have been duly given (a)
upon hand delivery, or (b) on the third day following delivery to the U.S.
Postal Service as certified or registered mail, return receipt requested and
postage prepaid, or (c) on the first day following delivery to a nationally
recognized United States overnight courier service, fee prepaid, return receipt
or other confirmation of delivery requested, or (d) when telecopied or sent by
facsimile transmission if an additional notice is also delivered or mailed, as
set forth under (a), (b) or (c) above, within three (3) days thereafter. Any
such notice or communication shall be delivered or directed to a party at its
address set forth above or, as to each such party or any holder hereof, at such
other address as may be designated by such party or holder in a notice given to
the other parties hereto in accordance with the provisions of this paragraph.
8. Modifications; Waiver. No modification or waiver of this Note or any
----------------------
part hereof shall be effective unless in writing and signed by Maker and Payee.
No waiver of any breach or condition of this Note shall be deemed to be a waiver
of any other or subsequent breach or condition, whether of like kind or
different nature. No course of dealing between Maker and Payee, or between
Payee and any other party, will be deemed effective to modify, amend, waive or
discharge any part of this Note or of the rights or obligations of Maker
hereunder.
IN WITNESS WHEREOF, Xxxx X. Xxxx has executed this Note as of the date
first above written.
______________________________
Xxxx X. Xxxx
STATE OF _________________)
COUNTY OF _______________)ss.:
On the __ day of March, 2000, before me, the undersigned, a Notary Public
in and for said state, personally appeared Xxxx X. Xxxx, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
______________________________
Notary Public
-9-
EXHIBIT B
Pledge Agreement
THIS AGREEMENT, made as of the ____ day of March, 2000, between XXXX X.
XXXX, residing at 00 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
(hereinafter the "Pledgor") and RECONVERSION TECHNOLOGIES, INC., a Delaware
corporation with an office located at 00 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000 (hereinafter the "Pledgee").
WHEREAS, Pledgor has purchased from Pledgee one thousand five hundred
(1,500) shares of the issued and outstanding common stock (the "Shares") of
KEYSTONE LABORATORIES, INC. (the "Corporation") pursuant to the terms and
provisions of a certain Stock Purchase Agreement dated March __, 2000
(hereinafter the "Stock Purchase Agreement"); and
WHEREAS, the Pledgor has, pursuant to the terms of the Shareholders'
Agreement, executed and delivered to Pledgee a promissory note in the principal
amount of $720,000 (hereinafter the "Note"); and
WHEREAS, it is a condition to Pledgee's performance under the Shareholders'
Agreement that Pledgor pledge all of the Shares in order to secure the
performance of all obligations of Pledgor to Pledgee pursuant to the Note;
NOW, THEREFORE, in consideration of the covenants and agreements set forth
in the Purchase Agreement and in this Pledge Agreement, it is agreed as follows:
9. Pledge. Pledgor hereby grants to Pledgee, as security for the Note, a
------
security interest in the Shares. In connection with Pledgee's security interest
in the Shares, Pledgor hereby delivers to the Pledgee the stock certificate(s)
described in Schedule A attached hereto, together with stock powers executed in
----------
blank attached, and the Pledgee hereby acknowledges receipt thereof. Pledgor
agrees to deposit with the Pledgee all other certificates for or other evidence
of the Shares that may be issued to or received by Pledgor after the date
hereof, immediately upon his/her/its receipt by Pledgor. All such certificates
now or hereafter held by the Pledgee (the "Escrowed Certificates") will be held
and disposed of by the Pledgee in accordance with the terms and provisions of
this Pledge Agreement.
-10-
10. Default. If an Event of Default, as defined in the Note, occurs and in
-------
accordance with the terms of the Note all amounts due under the Note are
declared or become immediately due and payable it shall be an event of default
under this Pledge Agreement (an "Event of Default"), and thereupon Pledgee shall
have the right to exercise all of the rights of a secured party under the
Delaware Uniform Commercial Code with respect to the Shares, including the
authority to retain such legal, accounting, business and/or other advisors as
Pledgee may consider necessary or advisable to assist Pledgee in the disposition
of the Shares. In the event of a public or private sale of the Shares, twenty
(20) business days' written notice shall be given to Pledgor, which is hereby
deemed to be reasonable notice, and Pledgee may bid and purchase at any public
sale. In the event of a proposed private sale, such notice shall specify the
material terms and conditions of the transaction. After first applying the
proceeds of any sale to the payment of any unpaid fees and expenses, including
any expenses of holding, appraising, preparing for sale and selling the Shares,
the Pledgee shall then apply the sale proceeds to the satisfaction of all
obligations under the Note and shall thereafter deliver any surplus to Pledgor.
11. Release of Shares from Escrow. Upon the satisfaction of all obligations
-----------------------------
under the Note, the Pledgor may deliver to the Pledgee a written notice
requesting that the Escrowed Certificates, together with any related stock
powers, be delivered to him. The Pledgee shall, within ten (10) days after such
request, deliver to the Pledgor either (a) the Escrowed Certificates and related
stock powers or (b) a written statement that one or more obligations under the
Note remains unsatisfied, in which latter case the Pledgee shall withhold
delivery of the Escrowed Certificates and continue to hold and dispose of the
same as otherwise provided herein.
12. Cash Dividends/Redemptions. During the term of this Agreement, any
---------------------------
amounts received by the Pledgor or Pledgee as cash dividends or distributions on
the Shares, or as a result of a complete or partial redemption of any of the
Shares, shall be applied to the pre-payment of the obligations under the Note,
whether or not then due.
13. Voting Rights. During the term of this Agreement, and so long as an
--------------
Event of Default shall not have occurred and be continuing, the Pledgor shall
have the right to vote the pledged Shares on all corporate questions, provided
that Pledgor shall not vote such shares for any action which would cause a
default or Event of Default under the Note or this Agreement. Upon the
occurrence of an Event of Default and during the continuation thereof, the
Pledgee shall be authorized and is hereby directed to vote the pledged Shares in
such manner as Pledgee shall determine.
14. Adjustments. If, during the term of this Agreement, any issuance of
-----------
shares of capital stock in the Corporation, securities convertible into capital
stock or other securities, is made to Pledgor arising from any share dividend,
reclassification, readjustment or other change in the capital structure of the
Corporation, all new, substituted and additional shares, or other securities,
issued by reason thereof, together with appropriate stock powers properly
executed in blank, shall be delivered to and held by the Pledgee under the terms
of this Agreement in the same manner as the Shares originally pledged hereunder.
15. Successors and Assigns. This Agreement shall inure to the benefit of
------------------------
and be binding upon the parties hereto, their legal representatives, successors
and assigns.
-11-
16. Applicable Law. This Agreement has been made in and shall be construed
---------------
and enforced pursuant to the laws of the State of Delaware applicable to
agreements made and to be performed in such State.
17. Notices. All notices and other communications provided for hereunder
-------
shall be in writing and mailed or delivered to the party to receive the notice
or communication at his/its respective address set forth above; or, as to each
such party, at such other address as shall be designated by such party in a
written notice to the other. All notices and communications shall, if mailed,
be effective when deposited in the mail, addressed as aforesaid or, if delivered
by other means, be effective upon receipt.
18. Modifications; Waiver. No modification or waiver of this Agreement or
----------------------
any part hereof shall be effective unless in writing and signed by the party or
parties sought to be charged therewith. No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature. No waiver of any breach or
condition of this Agreement by or with respect to any party hereto shall be
deemed to be a waiver of the same breach or condition with respect to any other
party hereto. No course of dealing between or among any of the parties hereto
will be deemed effective to modify, amend or discharge any part of this
Agreement or the rights or obligations of any party hereunder.
19. Partial Invalidity. If any provision of this Agreement shall be held
-------------------
invalid or unenforceable by competent authority, such provision shall be
construed so as to be limited or reduced to be enforceable to the maximum extent
compatible with the law as it shall then appear. The total invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.
20. Specific Performance. The parties hereto declare that it is impossible
---------------------
to measure in money the damages which will accrue to a party hereto, his
successors, assigns or legal or personal representatives, by reason of the
failure to perform any of the obligations under this Agreement. Therefore, if
any party, his successors, assigns or legal or personal representatives, shall
institute any action or proceeding, to enforce the provisions of this Agreement,
any person or entity against whom such action or proceeding is brought hereby
waives the claim or defense that money damages are an adequate remedy and that
therefore the party instituting the action or proceeding is not entitled to
specific performance of the terms of this Agreement.
-12-
21. Arbitration. In the event that any disagreement or dispute should arise
-----------
between or among the parties hereto with respect to this Agreement, then such
disagreement or dispute shall be submitted to arbitration, in accordance with
the rules then pertaining to the American Arbitration Association with respect
to commercial disputes. Judgment upon any resulting award may, after its
rendering, be entered in any court of competent jurisdiction by any party.
22. Fair Meaning. This Pledge Agreement shall be construed according to its
------------
fair meaning, the language used shall be deemed the language chosen by the
parties hereto to express their mutual intent, and no presumption or rule of
strict construction will be applied against any party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Pledge Agreement
on the day and year first above written.
PLEDGOR:
______________________________
XXXX X. XXXX
PLEDGEE:
RECONVERSION TECHNOLOGIES, INC.
By:_______________________________
Its:_______________________________
-13-
SCHEDULE A
-----------
to Stock Pledge Agreement
Dated as of March __, 2000
Between XXXX X. XXXX and
RECONVERSION TECHNOLOGIES, INC.
As of the date of the above-described Stock Pledge Agreement, the following
certificate of Keystone Laboratories, Inc. Common Stock, which is re registered
in the name of Xxxx X. Xxxx, together with stock powers endorsed in blank from
Xxxx X. Xxxx to Reconversion Technologies, Inc., are delivered to Reconversion
Technologies, Inc. to be held pursuant to the terms of such Stock Pledge
Agreement.
NUMBER OF SHARES CERTIFICATE NUMBER
---------------- ------------------
1,500
-14-
EXHIBIT C
GENERAL SECURITY AGREEMENT
THIS SECURITY AGREEMENT is entered into this ____ day of March, 2000, by
and between RECONVERSION TECHNOLOGIES, INC., a Delaware corporation with an
address at 00 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the
"Secured Party") and KEYSTONE LABORATORIES, INC., a Delaware corporation with an
address at _________________________________________________, ("Keystone").
ARTICLE I
DEFINITIONS
-----------
All words and terms used in this Agreement shall have the meanings as set
forth in the following Sections; and where not otherwise defined herein, they
shall be deemed to have the meanings accorded to them in the Delaware Uniform
Commercial Code, as amended from time to time (the "UCC").
Section 1.1 "Agreement" shall mean this Security Agreement and all
documents and instruments executed and delivered in conjunction herewith.
Section 1.2 "Collateral" shall mean the property subject to the
security interest created by this Agreement, being all of Keystone's personal
property of every kind and nature and wherever located, now owned or hereafter
acquired, and the proceeds thereof, as follows:
(a) All of Keystone's Accounts (as defined in Section 9-106 of the
UCC) whether secured or unsecured, now existing or hereafter acquired, and the
proceeds thereof (the "Accounts");
(b) All of Keystone's Instruments (as defined in Section
9-105(1)(i) of the UCC), now owned or hereafter acquired and the proceeds
thereof;
(c) All of Keystone's Chattel Paper (as defined in Section
9-105(1)(b) of the UCC), now owned or hereafter acquired and the proceeds
thereof;
(d) All of Keystone's General Intangibles (as defined in Section
9-106 of the UCC), now owned or hereafter acquired, and the proceeds thereof
(the "General Intangibles");
(e) All of Keystone's Inventory (as defined in Section 9-109(4) of
the UCC), now existing or hereafter acquired and the proceeds thereof (the
"Inventory");
-15-
(f) All of Keystone's Equipment (as defined in Section 9-109(2) of
the UCC), all attachments, accessories, parts or tooling related thereto and all
replacements for the foregoing, in each case now existing or hereafter acquired,
and the proceeds thereof (the "Equipment");
(g) All of Keystone's Insurance with respect to the Inventory,
General Intangibles, Fixtures, Equipment, Goods and other Collateral against
risks of fire, theft or any other physical damage or loss, now owned or
hereafter acquired and the proceeds thereof, and all insurance insuring the
payment of Accounts, now owned or hereafter acquired, and the proceeds thereof
(collectively, the "Insurance");
(h) All goodwill, trade names, trademarks, trade secrets,
know-how, inventions, patents, patent applications, copyrights and other
intellectual property now owned or hereafter acquired by Keystone, or any rights
of Keystone with respect to any of the foregoing, whether or not any of the same
are covered in other categories of this Section 1.2, and the proceeds thereof;
(i) All of Keystone's Documents of Title (as defined in Section
1-201-(15) of the UCC), now existing or hereafter acquired, and the proceeds
thereof;
(j) All of Keystone's Goods (as defined in Section 2-105(1) of the
UCC), now owned or hereafter acquired, whether or not any of the same are
covered in other categories of this Section 1.2, and the proceeds thereof (the
"Goods");
(k) All of Keystone's Fixtures (as described in Section 9-313 of
the UCC), now existing or hereafter acquired and the proceeds thereof (the
"Fixtures");
(l) All of Keystone's Investment Property (as defined in Section
9-115 of the UCC), now owned or hereafter acquired, and all proceeds and General
Intangibles arising therefrom (the "Investment Property");
(m) All of Keystone's right, title and interest in all of its
books, records, ledger sheets, files and other data and documents, now owned or
hereafter existing, relating to any of the items listed in Sections (a) through
(k) above;
(n) All of Keystone's rights as a seller of goods under Article 2
of the UCC with respect to the Inventory, and as to goods represented by or
securing any of the Accounts, all Keystone's rights therein including, without
limitation, rights of stoppage in transit, replevin and reclamation;
(o) All guarantees, mortgages or real or personal property leases
or other agreements or property securing or relating to any of the items
referred to above, or acquired for the purpose of securing and enforcing any of
such items; and
(p) All sums at any time standing to Keystone's credit on Secured
Party's books, and all moneys, securities and other property of Keystone at any
time in Secured Party's possession or in which Secured Party has a lien or
security interest, and all proceeds thereof.
Section 1.3 "Obligations" shall mean any and all liabilities and
obligations of Keystone as guarantor of a Promissory Note in the principal
amount of $720,000 (the "Note") made by Xxxx X. Xxxx ("Xxxx") to the Secured
Party, executed on even date herewith, and given pursuant to a Stock Purchase
Agreement by and between Xxxx and Secured Party.
-16-
ARTICLE II
SECURITY INTEREST
------------------
As security for the payment of the Obligations, Keystone hereby grants to
Secured Party a security interest in the Collateral and agrees that such
security interest has attached and shall continue until terminated by a written
agreement executed by Secured Party.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF Keystone
----------------------------------------------------------
Keystone represents, warrants and covenants, and shall be deemed to do so
continually as long as this Agreement shall remain in force, that:
Section 3.1 Ownership of Collateral. It is the owner of the
-------------------------
Collateral, with good, marketable and indefeasible title thereto, free of all
liens, security interests, claims, liabilities, mortgages, leases, pledges,
encumbrances, restrictions, charges or imperfections of title whatsoever, except
for the security interest of the Secured Party and as otherwise indicated on
Schedule A.
-----------
Section 3.2 Authority. Keystone is authorized to enter into and
---------
implement this Agreement and has taken all necessary actions, corporate or
otherwise, in relation to such authorization.
Section 3.3 Location of Collateral. Keystone is engaged in business at
----------------------
the address stated above and at the other locations listed on Schedule A; and
----------
the Collateral and all of Keystone's records relating to the Collateral are and
shall be kept at such addresses and shall not be removed without the prior
written consent of the Secured Party. Keystone shall immediately advise Secured
Party in writing of the opening of any new office or place of business, the
closing of any existing office or place of business or any other change of any
office or place of business or residency of Keystone or any endorser or other
guarantor of the Obligations.
Section 3.4 Payment of Obligations. Keystone shall pay or otherwise
------------------------
satisfy all Obligations, when the same shall become due, by acceleration or
otherwise.
Section 3.5 Maintenance of Collateral. Keystone shall continually take
-------------------------
such steps as may be necessary and prudent to protect the interest of Secured
Party in the Collateral including, but not limited to the following:
-17-
(a) Maintain separate books and records relating to the Collateral
satisfactory to Secured Party and allow Secured Party or its representatives
access to such records and the Collateral at all reasonable times for the
purpose of examination, verification, copying, extracting and other reasonable
purposes as Secured Party may require;
(b) Execute and deliver to Secured Party such financing statements
and/or other and further documentation as Secured Party may, in its sole
discretion, deem necessary or advisable in order to evidence, effectuate or
perfect its security interest in the Collateral;
(c) Defend the Collateral against all claims and demands of third
parties at any time claiming the same or any interest therein, except buyers of
Inventory in the ordinary course of Keystone's business and except for the
security interests and/or liens listed on Schedule A;
-----------
(d) Keystone will not without prior written consent of Secured
Party sell, transfer or otherwise dispose of the Collateral or any interest
therein, in bulk or otherwise, except for the sale of Inventory in the ordinary
course of business;
(e) Notify Secured Party in the event of material loss or damage
to the Collateral or of any material adverse change in Keystone's business or
the Collateral, or of any other occurrences which could materially and adversely
affect the security of Secured Party;
(f) Pay all expenses incurred in the manufacture, delivery,
storage or other handling of the Collateral and all taxes which are or may
become a lien on the Collateral, promptly when due, and in any event reimburse
Secured Party, on demand, for any expenses which it/he might incur in satisfying
such expenses or taxes, which Secured Party, in its sole discretion, deems
necessary in order to protect the Collateral; and
(g) Maintain insurance on the Collateral of such types, coverage,
form and amount as is usually carried on similar property by similar
enterprises, and in addition, such insurance as Secured Party shall determine,
and shall supply Secured Party with certificates as to the continuance of such
insurance, at its request. All such insurance shall be payable to Secured Party
and Keystone as their interests shall appear and shall provide for thirty (30)
days written notice of cancellation to Secured Party. In the event Keystone
fails to maintain such insurance, the same may be maintained by Secured Party,
at its option, and Keystone shall reimburse Secured Party for the cost thereof,
on demand. Insurance proceeds received by Secured Party may be applied by it
against the Obligations, whether or not then due, and/or to the replacement,
restoration or repair of the Collateral, as Secured Party may determine in its
discretion. Keystone shall timely make, file, settle and adjust all claims
under all such insurance, provided, that Secured Party shall have the right at
its election, to do so directly or to direct Keystone in taking such action.
-18-
Section 3.6 Reimbursement to Secured Party. All expenses of Keystone
-------------------------------
paid by Secured Party pursuant to paragraphs (f) or (g) of Section 3.5 shall be
reimbursed by Keystone on demand, shall be Obligations secured hereby, and shall
bear interest, payable on demand, from the date of Secured Party's payment of
such expenses until payment in full is made by Keystone, at the highest rate
charged from time to time under the Note.
ARTICLE IV
EVENTS OF DEFAULT
-------------------
Any of the following events or occurrences shall constitute an "event of
default" under this Agreement:
(a) The failure by Xxxx to pay when due any amount due under the Note,
whether upon demand, at maturity, by acceleration or otherwise, or the
occurrence of another "Event of Default", as defined in the Note;
(b) The attachment or restraint of any of the Collateral or the same
being subject at any time to any mandatory court order or other legal process;
(c) The failure of Keystone to perform any of its duties as specified
in, or the breach of any representation, warranty or covenant contained in or
made pursuant to, this Agreement;
(d) The failure in business, dissolution or termination of the
existence of Keystone or of any endorser or other guarantor of any Obligation;
(e) Any petition in bankruptcy being filed by or against Keystone, or
any endorser or other guarantor of any Obligation, or any proceedings in
bankruptcy or under any law relating to the relief of Keystone, being commenced
for the relief or readjustment of any indebtedness of Keystone or of any
endorser or other guarantor of any Obligation, either through reorganization,
composition, extension or otherwise;
(f) The making by Keystone, or by any endorser or other guarantor of
any Obligation, of an assignment for the benefit of creditors, or the taking
advantage by Keystone or any such endorser or other guarantor of any insolvency
law;
(g) The appointment of any receiver of any property of Keystone, or of
any endorser or other guarantor of any Obligation;
-19-
(h) The failure of Xxxx or Keystone to perform any of his or its
duties as specified in, or the breach of any representation, warranty or
covenant contained in or made pursuant to, or any default, Event of Default or
event which, with notice or lapse of time or both would constitute a default or
Event of Default under, (i) any agreement, document or instrument evidencing or
representing any Obligation, or (ii) any agreement, document, instrument,
mortgage or guaranty executed in connection with or in any way securing or
related to any Obligation; or
(i) The occurrence of a material adverse change in the condition or
value of the Collateral.
ARTICLE V
RIGHTS OF SECURED PARTY
--------------------------
Section 5.1 General Rights. The rights of Secured Party shall at all
--------------
times be those of a secured party under the Delaware UCC; and without limiting
the generality of the foregoing, Secured Party shall have the additional rights
set forth in this Article.
Section 5.2 Rights on Default.
-------------------
(a) Upon the occurrence of any event of default, in addition to
and without limiting any rights Secured Party may have under any agreement,
document or instrument evidencing or representing any Obligation or executed in
connection with any Obligation, Secured Party may declare any or all of the
Obligations to be immediately due and payable, and the rights and remedies of
Secured Party with respect to the Collateral shall be as set forth herein, in
the UCC and as otherwise available under applicable law. Secured Party shall
also have the right, without notice to Keystone, to enter upon and into the
premises of Keystone and remove all of the Collateral and all books, records,
invoices and other documentation relative to the Collateral. Secured Party may
require Keystone to assemble or package the Collateral and make it available to
Secured Party at a place to be designated by it, reasonably convenient to the
parties.
(b) Effective on the occurrence of an event of default, Keystone
hereby constitutes and appoints Secured Party as its attorney-in-fact, with full
power of substitution, to take any and all action and exercise any and all power
and authority, either in the name of Keystone or of the Secured Party, with
respect to any or all of the Collateral including, without limitation, (i) to
receive, open and dispose of Keystone's mail, and to instruct the postal
authorities to change the address(es) for delivery of mail to one or more
addresses designated by Secured Party, (ii) to receive, endorse, assign and
deliver any checks, notes and instruments received by the Secured Party in
connection with or on account of any Collateral, (iii) to settle or compromise
any dispute or claim related to any Collateral, (iv) to demand and receipt for
any funds or other matter, and to commence, prosecute or defend any litigation
or other proceeding, relating to any Collateral, (v) to enter and occupy any or
all of the premises on which Keystone is conducting business or on which any
Collateral, or records relating thereto, may be located, and (vi) to sign
Keystone's name on any Document, invoice, xxxx of sale, draft, notice,
instrument, request or verification relating to the Collateral or its
disposition. This power of attorney is coupled with an interest and is
irrevocable.
-20-
Section 5.3 Realization Upon the Collateral. On the occurrence of an
-------------------------------
event of default, in the event Secured Party determines that the Collateral
should be sold to satisfy all or any part of the Obligations, Secured Party may
dispose of the Collateral in whole or part at public or private sale, and any
notice required to be given to Keystone shall be deemed reasonable if in writing
and given to Keystone at its address as stated above, five (5) days before the
proposed sale. Keystone shall remain liable for any deficiency.
Section 5.4 Expenses of Collection and Sale. Keystone agrees to pay
--------------------------------
all costs and expenses incurred by Secured Party in determining its rights
under, and in enforcing and collecting the Obligations, and in determining
its/his rights under and enforcing the security interests created by this
Agreement, including, but without limitation, costs and expenses relating to
taking, holding, insuring, preparing for sale, appraising, selling or otherwise
realizing on the Collateral, and reasonable attorneys' fees in connection with
any of the foregoing. All such costs and expenses shall be payable on demand,
shall be Obligations secured hereby, and shall bear interest, payable on demand,
from the date of Secured Party's payment of such costs and expenses until
payment in full is made by Keystone, at the highest rate charged from time to
time under the Note.
Section 5.5 Application of Proceeds. Proceeds realized by Secured
-------------------------
Party from the sale or disposition of any or all of the Collateral pursuant to
this Agreement may be applied by Secured Party among the Obligations in the
manner determined by Secured Party in its sole discretion.
Section 5.6 Insurance Proceeds. Any insurance proceeds received by
-------------------
Secured Party may be applied by it against the Obligations, whether or not then
due, in its discretion.
Section 5.7 Financing Statements. Secured Party is authorized to file
--------------------
financing statements relating to the Collateral without Keystone's signature
thereon.
-21-
ARTICLE VI
MISCELLANEOUS
-------------
Section 6.1 Waivers. Keystone expressly waives notice of nonpayment,
-------
demand, presentment, protest or notice of protest in relation to the Obligations
or the Collateral. No delay or omission of Secured Party in exercising or
enforcing any of its rights, powers, privileges, options or remedies under this
Agreement shall constitute a waiver thereof, and no waiver by Secured Party of
any default by Keystone shall operate as a waiver of any other default. This
Agreement constitutes the entire agreement between Keystone and Secured Party
with respect to the security interest created and supersedes all prior written
or oral communications or understandings with respect to the subject matter
hereof. No term or provision of this Agreement shall be waived, altered or
modified except by written amendment signed by the parties. All rights and
remedies of Secured Party under this Agreement shall be cumulative and not
alternative or exclusive, may be exercised by Secured Party at such time or
times and in such order as Secured Party, in its/his sole discretion, may
determine, and are for the sole benefit of Secured Party. The exercise or
failure to exercise such rights and remedies shall not result in liability to
Keystone or others except in the event of willful misconduct or bad faith by
Secured Party, and in no event shall Secured Party be liable for more than it
actually receives as a result of the exercise or failure to exercise such rights
and remedies.
Section 6.2 Successors and Survival. This Agreement shall be binding
------------------------
upon and shall inure to the benefit of the respective parties, their successors
and assigns, and shall remain in force and effect until terminated by written
agreement of the parties. All representations, warranties and covenants shall
survive the execution hereof.
Section 6.3 Notices. Any notices under or pursuant to this Agreement
-------
shall be in writing and shall be delivered personally, or sent by registered or
certified mail to the address of the parties as set forth above or to such other
address as each Party may designate to the other from time to time. Notices to
Keystone shall be effective when received or receipted for or three (3) days
following mailing, whichever is sooner.
Section 6.4 Headings. The headings of Articles and Sections in this
--------
Agreement are for convenience only. They form no part of this Agreement and
shall not affect its interpretation.
Section 6.5 Severability. If any provision of this Agreement shall be
------------
or become illegal or unenforceable in whole or in part for any reason
whatsoever, the remaining provisions shall nevertheless be deemed valid, binding
and subsisting.
-22-
Section 6.6 Governing Law. This Agreement shall be governed by and
--------------
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed wholly within Delaware, without giving effect
to conflict of laws principles.
-23-
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.
KEYSTONE LABORATORIES, INC.
By: _________________________
Its:_________________________
RECONVERSION TECHNOLOGIES, INC.
By: _________________________
Its:_________________________
STATE OF ____________
COUNTY OF ___________ SS.:
On the _____ day of ________________, 2000, before me, personally appeared
________________________ personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
__________________________________
Notary Public
STATE OF _____________
COUNTY OF ___________ SS.:
On the _____ day of ________________, 2000, before me, personally appeared
________________________ personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
__________________________________
Notary Public
[Signature Page to General Security Agreement]
-24-
SCHEDULE A
-----------
TITLE EXCEPTIONS AND OTHER LIENS
-25-
SCHEDULE B
-----------
LOCATION OF COLLATERAL
Description of Collateral Location
--------------------------- --------
-26-
SCHEDULE A TO UCC-1 FINANCING STATEMENT
--------------------------------------------
All of Keystone's personal property of every kind and nature and wherever
located, now owned or hereafter acquired, and the proceeds thereof, as follows:
(a) All of Keystone's Accounts (as defined in Section 9-106 of the UCC)
whether secured or unsecured, now owned or hereafter acquired, and the proceeds
thereof (the "Accounts");
(b) All of Keystone's Instruments (as defined in Section 9-105(1)(i) of the
UCC), now owned or hereafter acquired, and the proceeds thereof;
(c) All of Keystone's Chattel Paper (as defined in Section 9-105(1)(b) of
the UCC), now owned or hereafter acquired, and the proceeds thereof;
(d) All of Keystone's General Intangibles (as defined in Section 9-106 of
the UCC), now owned or hereafter acquired, and the proceeds thereof (the
"General Intangibles");
(e) All of Keystone's Inventory (as defined in Section 9-109(4) of the UCC),
now owned or hereafter acquired, and the proceeds thereof (the "Inventory");
(f) All of Keystone's Equipment (as defined in Section 9-109(2) of the UCC)
and all attachments, accessories, parts or tooling relating thereto and all
replacements for the foregoing, in each case now owned or hereafter acquired,
and the proceeds thereof (the "Equipment");
(g) All of Keystone's Insurance with respect to the Inventory, General
Intangibles, Fixtures, Equipment and Goods against risks of fire, theft or any
other physical damage or loss, now owned or hereafter acquired, and the proceeds
thereof, and all insurance insuring the payment of Accounts, now owned or
hereafter acquired, and the proceeds thereof;
(h) All goodwill, trade names, trademarks, trade secrets, know-how,
inventions, patents, patent applications, copyrights and other intellectual
property, now owned or hereafter acquired by Keystone, or any rights of Keystone
with respect to any of the foregoing, now owned or hereafter acquired, whether
or not any of the same are covered in other categories of this Schedule, and the
proceeds thereof;
(i) All of Keystone's Documents of Title (as defined in Section 1-201-(15)
of the UCC), now owned or hereafter acquired, and the proceeds thereof;
(j) All of Keystone's Goods (as defined in Section 2-105(1) of the UCC), now
owned or hereafter acquired, whether or not any of the same are covered in other
categories of this Schedule, and the proceeds thereof (the "Goods");
-27-
(k) All of Keystone's Fixtures (as described in Section 9-313 of the UCC),
now owned or hereafter acquired, and the proceeds thereof (the "Fixtures");
(l) All of Keystone's Investment Property (as defined in Section 9-115 of
the UCC), now owned or hereafter acquired, and all proceeds and General
Intangibles arising therefrom (the "Investment Property");
(m) All of Keystone's right, title and interest in all of its books,
records, ledger sheets, files and other data and documents, now owned or
hereafter existing, relating to any of the items listed in Sections (a) through
(k) above;
(n) All of Keystone's rights as a seller of goods under Article 2 of the UCC
with respect to the Inventory, and as to goods represented by or securing any of
the Accounts, all of Keystone's rights therein including, without limitation,
rights of stoppage in transit, replevin and reclamation; and
(o) All guarantees, mortgages and real or personal property leases or other
written or oral agreements or property securing or relating to any of the items
referred to above, or acquired for the purpose of securing and enforcing any of
such items; and
(p) All sums at any time standing to Keystone's credit on Secured Party's
books, and all moneys, securities and other property of Keystone at any time in
Secured Party's possession or in which Secured Party has a lien or security
interest, and all proceeds thereof.
-28-
