EXHIBIT 10.14
SECURITY AGREEMENT
This Security Agreement ("Agreement") is made as of this 31st day of March,
1995, by A&R MATERIALS, INC., a California corporation ("Debtor"), in favor of
ISOSERVE, INC., a Colorado corporation ("Secured Party").
1. For valuable consideration, and to secure the payment and performance
of the obligations hereinafter described, Debtor hereby grants to Secured Party,
pursuant to Division 9 of the California Uniform Commercial Code, a security
interest in the property described in Schedule "A" attached hereto and
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incorporated herein by this reference (hereinafter collectively referred to as
"Collateral").
2. This Agreement and the security interest created hereby are given for
the purpose of securing payment of the Royalty and the Remaining Balance, as
those terms are defined in that certain Asset Purchase Agreement dated as of
March 31, 1995, by and between Debtor and Secured Party.
3. Debtor represents, warrants and agrees that: (a) Debtor has full title
to the Collateral; (b) upon perfection, the security interest granted hereunder
to Secured Party will constitute a valid and perfected security interest in the
Collateral; and (c) Debtor will execute all such financing statements as Secured
Party deems necessary to create and perfect a valid security interest in the
Collateral.
4. Secured Party may, at its sole discretion, permit the substitution of
any Collateral upon written request of Debtor.
5. Debtor shall be deemed to be in default hereunder upon notice of
default following the occurrence of any one or more of the following events of
default: (a) Debtor's failure to pay, within fifteen (15) days after the same
shall become due, any obligation secured hereby; (b) the making of any levy,
seizure or attachment of or on any of the Collateral; or (c) appointment of a
receiver, trustee, custodian or similar officer for all or any part of the
Collateral or the affairs of Debtor, or any assignment for the benefit of
creditors or the commencement of any proceedings under any bankruptcy or
insolvency law by or against Debtor.
6. Upon the occurrence of any event of default, Secured Party shall have,
in any jurisdiction where enforcement hereof is sought, in addition to all other
rights and remedies which Secured Party may have under law, all rights and
remedies of a secured party under the Uniform Commercial Code.
7. This Security Agreement expresses the entire understanding of the
parties hereto with respect to the subject matter hereof, and may not be altered
or amended except with the written consent of Debtor and Secured Party. This
Security Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors and
assigns. This Security Agreement shall be governed by and construed in
accordance with California law. Any notices required by this Security Agreement
shall be deemed to have been duly given, made and received only when delivered
against receipt, or five (5) days after mailing if sent by registered or
certified mail, postage prepaid, return receipt requested, addressed to Debtor
at 0000 Xxxxxxxx Xxxxxx, Xxxxx X, Xxx Xxxx, Xxxxxxxxxx 00000, or at such other
address as Debtor may designate in writing from time to time.
IN WITNESS WHEREOF, Debtor, intending to be legally bound hereby, has
caused this Security Agreement to be executed and delivered as of the date first
above written.
"Debtor"
A&R MATERIALS, INC.
By /s/ Xxxxx X. Xxxxxxxxx
_______________________
Its ______________________
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SCHEDULE "A"
DESCRIPTION OF COLLATERAL
1. All of the assets (other than cash, cash equivalents and receivables)
of Debtor's depleted zinc business existing as of March 31, 1995.
2. All dethyl zinc inventory which, as of March 31, 1995, is in the form
of depleted zinc product and tails and which Debtor has acquired from Secured
Party as of March 31, 1995 (collectively, the "Feed Stock").
3. All rights of Debtor to purchase depleted zinc manufactured from any
portion or all of the Feed Stock (collectively, the "Purchase Rights").
4. All of Debtor's rights and interests in, to and under all contracts and
agreements (other than the Purchase Rights) to which Secured Party is a party
and pursuant to which Secured Party has assigned to Debtor the right to purchase
or sell depleted zinc.
5. All customer lists, customer files, mailing lists, developments,
improvements, processes, techniques, methods, trade secrets and confidential
information of any nature whatsoever which relate to Secured Party's stable
isotope business and which Debtor has acquired from Secured Party as of March
31, 1995.
6. All correspondence, plans, ledgers, journals, employment records and
other books and records, inquiries from customers, manuals, procedures,
technical data, rights of copyright and proprietary information, if any,
relevant to Secured Party's stable isotope business and acquired by Debtor as of
March 31, 1995.
7. All of Debtor's rights to the name "Isoserve", as well as Debtor's
rights, if any, to variations of, or names similar to, the foregoing, and all of
Debtor's goodwill, if any, relating to such name.
8. All future proceeds of any and all of the foregoing.
