MACHINE TOOLS EQUIPMENT SCHEDULE
SCHEDULE NO. 001
DATED THIS SEPTEMBER 1, 1995
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 31, 1995
Lessor & Mailing Address: Lessee & Mailing Address:
General Electric Capital Corporation OMI Acquisition Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Capitalized terms not defined herein shall have the meanings assigned to them in
the Master Lease Agreement identified above ("Agreement"; said Agreement and
this Schedule being collectively referred to as "Lease").
A. Equipment
Pursuant to the terms of the Lease, ▇▇▇▇▇▇ agrees to acquire and lease to Lessee
the Equipment listed on Annex A attached hereto and made a part hereof.
B. Financial Terms
1. Advance Rent (if any): $30,777.53.
2. Capitalized Lessor's Cost: $1,900,000.00.
3. Basic Term Lease Rate Factor: 1.61987%.
4. Daily Lease Rate Factor: 0.053996%.
5. Basic Term (No. of Months): 72.
6. Basic Term Commencement Date: September 1, 1995.
7. Equipment Location: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
8. Lessee Federal Tax ID No.: ▇▇-▇▇▇▇▇▇▇.
9. Last Delivery Date: September 1, 1995.
10. First Termination Date: Thirty-six (36) months after the Basic Term
Commencment Date.
C. Tax Benefits
Depreciation Deductions
a. Depreciation Method (check one):
[x] The 200% declining balance method, switching to straight line method
for the 1st taxable year for which using the straight line method with
respect to the adjusted basis as of the beginning of such year will
yield a larger allowance; OR
[ ] The method determined by applying to the unadjusted basis the
applicable percentages set forth in Section 168(b)(1) of the Code, as
in effect prior to the adoption of the Tax Reform Act of 1986.
b. Recovery Period: 7 years
c. Basis: 100% of Capitalized Lessor's Cost.
▇. ▇▇▇▇ and Rent
1. Interim Rent. For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("Interim Period"), Lessee shall pay
as rent ("Interim Rent") for each unit of Equipment, the product of the Daily
Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the
number of days in the Interim Period. Interim Rent shall be due on N/A.
2. Basic Term Rent. Commencing on September 1, 1995 and on the same day of
each month thereafter (each, a "Rent Payment Date") during the Basic Term,
Lessee shall pay as rent ("Basic Term Rent") the product of the Basic Term
Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
this Schedule.
3. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than ten percent (10%) to account for equipment change orders, equipment
returns, invoicing errors, and similar matters. Leseee acknowledges and
agrees that the Rent shall be adjusted as a result of such change in the
Capitalized Lessor's Cost (Pursuant to paragraphs 1 and 2 above). Lessor
shall send Lessee a written notice stating the final Capitalized Lessor's
cost, if different from that disclosed on this Schedule.
Except as expressly modified hereby, all terms and provisions of the Agreement
shall remain in full force and effect. This Schedule is not binding or effective
with respect to the Agreement or Equipment until executed on behalf of Lessor
and Lessee by authorized representatives of Lessor and Lessee, respectively.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL OMI ACQUISITION CORP.
CORPORATION
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ------------------------------
Title: Sr. Credit Analyst Title: President
----------------------------- -----------------------------
Attest:
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
ADDENDUM NO. 01
TO EQUIPMENT SCHEDULE NO. 001
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 31, 1995
THIS AMENDMENT amends and supplements the above schedule (the "Schedule")
to the above lease (the "Lease"), between GENERAL ELECTRIC CAPITAL CORPORATION
("Lessor") and OMI Acquisition Corp ("Lessee") and is hereby incorporated into
the Schedule as though fully set forth therein. Capitalized terms not otherwise
defined hrein shall have the meanings set forth in the Lease.
The Schedule is hereby amended as follows:
Section D3. is deleted in its entirety.
Except as expressly modified hereby, all terms and provisions of the
Lease shall remain in full force and effect.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused this Amendment to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL OMI ACQUISITION CORP.
CORPORATION
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ------------------------------
Title: Sr. Credit Analyst Title: President
----------------------------- -----------------------------
Attest:
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
ADDENDUM NO. 02
TO SCHEDULE NO. 001
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 31, 1995
THIS ADDENDUM (this "Addendum") amends and supplements the above referenced
schedule (the "Schedule") to the above referenced lease (the "Lease"), between
General Electric Capital Corporation ("Lessor") and OMI Acquisition Corp.
("Lessee") and is hereby incorporated into the Schedule as though fully set
forth therein. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Lease.
For purposes of this Schedule only, the Lease is authorized by adding the
following thereto:
EARLY PURCHASE OPTION.
(a) Provided that the Lease has not been earlier terminated and provided
further that Lessee is not in default under the Lease or any other agreement
between Lessor and Lessee, Lessee may, UPON AT LEAST 30 DAYS BUT NO MORE THAN
270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO
EXERCISE SUCH OPTION, purchase all (but not less than all) of the Equipment
listed and described in this Schedule on the rent payment date (the "Early
Purchase Date") which is 60 months from the Basic Term Commencement Date of the
Schedule for a price equal to $680,067.00 (the "FMV Early Option Price"), plus
all applicable sales taxes on an AS IS BASIS. Lessor and Lessee agree that the
FMV Early Option Price is a reasonable prediction of the Fair Market Value (as
such term is defined in Section XIX(b) hereof) of the Equipment at the time the
option is exercisable. Lessor and Lessee agree that if Lessee makes any
non-severable improvement to the Equipment which increases the value of the
Equipment and is not required or permitted by Section VII or XI of the Lease
prior to lease expiration, then at the time of such option being exercised,
Lessor and Lessee shall adjust the purchase price to reflect any addition to the
price to reflect any addition to the price anticipated to result from such
imProvement. (The purchase option granted by this subsection shall be referred
to herein as the "Early Purchase Option".)
(b) If Lessee exercises its Early Purchase Option with respect to the
Equipment leased hereunder, then on the Early Purchase Option Date, Lessee shall
pay to Lessor any Rent and other sums due and unpaid on the Early Purchase
Option Date and Lessee shall pay the FMV Early Option Price, plus all applicable
sales taxes, to Lessor in cash.
Except as expressly modified hereby, all terms and provisions of the Lease
shall remain in full force and effect. This Addendum is not binding nor
effective with respect to the Lease or the Equipment until executed on behalf of
▇▇▇▇▇▇ and Lessee by authorized representatives of Lessor and ▇▇▇▇▇▇.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
General Electric Capital Corporation OMI Acquisition Corp.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ------------------------------
Title: Sr. Credit Analyst Title: President
----------------------------- -----------------------------
GE Capital
------------------------------------------------------------------------
(Article 2A notice letter) Electronics Financial Services
General Electric Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
August 28, 1995
OMI Acquisition Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇:
General Electric Capital Corporation is entering into a financing
Agreement dated ________________ (the "Agreement") with OMI Acquisition Corp.
for the lease of certain equipment set forth on the attached Annex A (the
"Equipment") to the Agreement. In accordance with the requirements of Article 2A
of the Uniform Commercial Code, Lessor hereby makes the following disclosures to
Lessee prior to execution of the Agreement, (a) the person supplying the
Equipment is various--more fully described on Annex A to Schedule No. 001
attached hereto and made a part hereof, (the "Supplier"), (b) Lessee is entitled
to the promises and warranties, including those of any third party, provided to
the Lessor by Supplier, which is supplying the Equipment in connection with or
as part of the contract by which Lessor acquired the Equipment and (c) with
respect to such Equipment, Lessee may communicate with Supplier and receive an
accurate and complete statement of such promises and warranties, including any
disclaimers and limitations of them or of remedies.
General Electric Capital Corporation
By: /s/
---------------------------------
Its: Documentation Specialist
---------------------------------
Acknowledged and Agrees:
OMI Acquisition Corp.
By: /s/
--------------------------------
Its: President
--------------------------------
ANNEX
TO
SCHEDULE NO. 001
TO MASTER LEASE AGREEMENT
DATED AS OF 8-31-95
DESCRIPTION OF EQUIPMENT
--------------------------------------------------------------------------------
QTY DESCRIPTION S/N# FMV
--------------------------------------------------------------------------------
2640 Gages & Measuring Devices: 250 plug pins & $1,000,000.00
ring cages; 100 spectrometers;
collimator, projectors, microscopes,
telescopes, rotary tables, environmental
▇▇▇▇▇▇▇▇, granite surface plates,
spectrophotometer; 50 test jigs, stands,
and fixtures; 120 pressure test sets,
V-block, angle plates; 20 freq counters,
meters, power supplies; 100 precision
gages, ID/OD gages, calipers, bore gages,
dial indicators; 2000 test plates.
1 Okuma LC30-2ST chucker, 2 turrets, #3497 1197 $ 75,000.00
1 Matsuura MC1500 vertical machining center, 7191083 1987 $ 120,000.00
40 station ATC, 1987, #5207
1 Matsuura MC560V vertical machining center, 871006315 $ 65,000.00
20 station, ATC, #5208
1 LOH RTM 3 axis CNC milling machine #6728 5307 $ 60,000.00
2 LOH LZ80 laser centering OD grinders, 2651 & 2677 $ 100,000.00
#4679 & 6821
1 Balzers coating chamber BAK 760, #3925 $ 120,000.00
1 Leybold heraeus coating chamber, #6674 7088 $ 60,000.00
1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ planetary polisher, 31087 $ 80,000.00
model 6CX, #5257
1 Thermotron environmental chamber, model 19857 $ 80,000.00
FX-82CHV-25-25, #6658
1 Screening system, #5927 712-060 $ 80,000.00
1 Numerex coordinate measuring machine, X-1125 $ 60,000.00
model 2428-18, #6524
--------------------------------------------------------------------------------
Total $1,900,000.00
--------------------------------------------------------------------------------
Equipment listed on Annex A more fully
described in the 7/5/95 Appraisal Report,
performed by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ASA for Asset
Control Services Equipment Currently Located
at ▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇
Initial
LESSOR: LESSEE:
------------------------------- -------------------------------
ANNEX
TO
SCHEDULE NO. 001
TO MASTER LEASE AGREEMENT
DATED AS OF 8-31-95
BILL OF SALE
OMI Acquisitions Corp. (the "Seller"), in consideration of the sum of One
Million Nine Hundred Thousand Dollars ($1,900,000.00) plus sales taxes in the
amount of Zero Dollars ($0.00) (if exemption from sales tax is claimed, an
exemption certificae must be furnished to Buyer herewith), paid by General
Electric Capital Corporation (the "Buyer"), receipt of which is acknowledged,
hereby grants, sells, assigns, transfers and delivers to Buyer the equipment
(the "Equipment") described in the above schedule (said schedule and related
lease being collectively referred to as "Lease"), along with whatever claims
and rights Seller may have against the manufacturer and/or supplier of the
Equipment (the "Supplier"), including but not limited to all warranties and
representations. At Buyer's request, Seller will cause Supplier to execute the
attached Acknowledgment.
Buyer is purchasing the Equipment for leasing back to Seller pursuant to the
Lease. Seller represents and warrants to Buyer that (1) Buyer will acquire by
the terms of this Bill of Sale good title to the Equipment free from all liens
and encumbrances whatsoever, (2) Seller has the right to sell the Equipment;
and (3) the Equipment has been delivered to Seller in good order and condition,
and conforms to the specifications, requirements and standards applicable
thereto; and (4) the equipment has been accurately labeled, consistent with the
requirements of 40 CFR part 82 Subpart E, with respect to products manufactured
with a controlled (ozone-depleting) substance.
Seller agrees to save and hold harmless Buyer from and against any and all
federal, state, municipal and local license fees and taxes of any king or
nature, including, without limiting the generality of the foregoing, any and all
excise, personal property, use and sales taxes, and from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions and suits
resulting therefrom and imposed upon, incurred by or asserted against Buyer as a
consequence of the sale of the Equipment to Buyer.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ has executed this Bill of Sale this 31st day of
August, 1995.
SELLER:
OMI Acquisition Corp.
By:
-----------------------------
Title: President
-----------------------------
ANNEX C
TO
SCHEDULE NO. 001
TO MASTER LEASE AGREEMENT
DATED AS OF 8-31-95
CERTIFICATE OF ACCEPTANCE
To: General Electric Capital Corporation ("Lessor")
Pursuant to the provisions of the above schedule and lease (collectively,
the "Lease"), Lessee hereby certifies and warrants that (a) all Equipment listed
in the related Bill of Sale is in good condition and appearance, installed (if
applicable) and in working order; and (b) Lessee accepts the Equipment for all
purposes of the Lease, the purchase documents and all attendant documents.
Lessee does further certify that as of the date hereof (i) Lessee is not in
default under the Lease; (ii) the representations and warranties made by Lessee
pursuant to or under the Lease are true and correct on the date hereof and (iii)
Lessee has reviewed and approves of the purchase documents for the Equipment, if
any.
DESCRIPTION OF EQUIPMENT
Type of Model Number Cost
Manufacturer Serial Numbers of Equipment of Units Per Unit
See Annex A to Equipment Schedule No. 001 Attached hereto and made a part
hereof.
/s/
---------------------------------
Authorized Representative
Dated: 8/29/95
ANNEX D
TO
SCHEDULE NO. 001
TO MASTER LEASE AGREEMENT
DATED AS OF 8-31-95
STIPULATED LOSS AND TERMINATION VALUE TABLE
-------------------------------------------
TERMINATION VALUE STIPULATED LOSS
RENTAL PERCENTAGE VALUE PERCENTAGE
------ ----------------- ----------------
1 103.807 107.835
2 102.977 107.032
3 102.136 106.220
4 101.284 105.395
5 100.419 104.558
6 99.544 103.710
7 98.659 102.854
8 97.763 101.985
9 96.855 101.105
10 95.935 100.213
11 95.004 99.310
12 94.063 98.396
13 93.110 97.471
14 92.145 96.534
15 91.170 95.587
16 90.183 94.628
17 89.185 93.657
18 88.176 92.676
19 87.157 91.684
20 86.128 90.684
21 85.090 89.673
22 84,042 88.653
23 82.984 87.623
24 81.917 86.583
25 80.839 85.533
26 79.752 84.474
27 78.654 83.404
28 77.546 82.324
29 76.428 81.234
30 75.300 80.133
31 74.161 79.022
32 73.013 77.902
33 71.858 76.774
34 70.694 75.638
35 69.521 74.494
36 68.338 73.338
37 67.147 72.174
38 65.947 71.002
39 64.735 69.819
40 63.516 68.627
41 62.287 67.426
42 61.048 66.214
43 59.797 64.991
44 58.538 63.761
45 57.272 62.522
46 55.999 61.277
47 54.718 60.023 cont.
PAYMENT AUTHORIZATION
General Electric Capital Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
You are hereby authorized to pay the proceeds from our sale to you of
certain Equipment as evidenced on the attached Bill of Sale to the following
parties in the amount(s) designated below.
OMI Acquisition Corp. $1,900,000.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Reimbursement for funds previously paid for Equipment
listed on Annex A to Equipment Schedule No. 001
attached hereto and made a part hereof.
Very truly yours,
OMI Acquisition Corp.
(Sig)
By: ___________________________________
President
Title: ________________________________
8/29/95
Date: _________________________________
CERTIFICATE CONCERNING
PAYMENT OF PERSONAL PROPERTY TAXES
To: General Electric Capital Corporation
To insure Lessee's compliance with the provisions of a Master Lease
Agreement dated as of 8-31-95 (the "lease") by and between the undersigned as
Lessee and General Electric Capital Corporation as Lessor, Lessee hereby agrees
to one of the following options with respect to the payment of personal property
taxes on the Equipment described in Annex A to the Lease, such agreement to be
conclusively evidenced by the initials and signature of an authorized agent of
Lessee in the appropriate spaces provided below:
Please choose one of the options below by placing an "X" in the appropriate box
and initialing where indicated. Initial ONLY ONE Choice of Option
----------------------------------
OPTION 1 Lessee's Initials:
----------------------------------
(Applicable in Jurisdictions Requiring Lessor to List Equipment): Lessee agrees
that it will not list any of such Equipment for property tax purposes or report
any property tax assessed against such Equipment until otherwise directed in
writing by Lessor. Upon receipt of any property tax bill pertaining to such
Equipment from the appropriate taxing authority, Lessor will pay such tax
and will invoice Lessee for the expense. Upon receipt of such invoice,
Lessee will promptly reimburse Lessor for such expense;
----------------------------------
OPTION 2 Lessee's Initials:
----------------------------------
(Applicable in Jurisdictions Permitting Lessee to List Equipment): Lessee
agrees that it will (a) list all such Equipment, (b) report all property
taxes assessed against such Equipment and (c) pay all such taxes
when due directly to the appropriate taxing authority until Lessor
shall otherwise direct in writing.
LESSEE:
OMI Acquisition Corp.
(Sig)
By: ___________________________________
President
Title: ________________________________
8/29/95
Date: _________________________________
AMENDMENT NO. 01
TO
MASTER SECURITY AGREEMENT
DATED AS OF AUGUST 31, 1995, 1994
THIS AMENDMENT amends and supplements the above Master Security Agreement
(the "Agreement"), between GENERAL ELECTRIC CAPITAL CORPORATION ("Secured
Party") and OMI Acquisition Corp ("Debtor") and is hereby incorporated into the
Agreement as though fully set forth therein. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement.
The Agreement is hereby amended as follows:
1. Section 2(i), line 1. After "will remain, in" delete "good condition and
repair" and substitute "a state of condition and repair consistent with the like
evaluation in the Asset Control Services Appraisal dated July 5, 1995,"
2. Section 3(f), line 1. After "Secured Party" delete "may, but shall in no
event be" and substitute "would be"
3. Section 3(f), line 2. after "Collateral" and before "." Insert "so long
as the substitutions and exchanges of property for property, and additions to
property, would not diminish the value or impair the original intended use of
the collateral as determined by a new equipment appraisal ordered at the sole
discretion of Secured Party and paid for by the Debtor.
4. Section 4, line 9. Delete "Secured Party" and insert "Debtor"
5. Section 6(c), line 2. after "limitation," delete "related" and insert
"reasonable"
6. Section 7(h), line 1. after "consolidation" insert "(excepting merger or
consolidation whereby Debtor remains the wholly owned subsidiary of Photronics
Corp and Diagnostic/Retrieval Systems, Inc.)"
7. Section 9(c), line 1. delete "consistent"
8. Section 9(f), line 1. Delete the second sentence in its entirety.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect.
MASTER SECURITY AGREEMENT
THIS MASTER SECURITY AGREEMENT, made as of August 31, 1995 ("Agreement"),
by and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation with
an address at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ("Secured
Party"), and OMI Acquisition Corp., a corporation organized and existing under
the laws of the State of Delaware with its chief executive offices located at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ("Debtor").
In consideration of the promises herein contained and of certain other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor and secured Party hereby agree as follows:
1. CREATION OF SECURITY INTEREST.
Debtor hereby gives, grants and assigns to Secured Party, its successors
and assigns forever, a security interest in and against any and all property
listed on any collateral schedule now or hereafter annexed hereto or made a part
hereof ("Collateral Schedule"), and in and against any and all additions,
attachments, accessories and accessions thereto, any and all substitutions,
replacements or exchanges therefor, and any and all insurance and/or other
proceeds thereof (all of the foregoing being hereinafter individually and
collectively referred to as the "Collateral"). The foregoing security interest
is given to secure the payment and performance of any and all debts, obligations
and liabilities of any kind, nature or description whatsoever (whether primary,
secondary, direct, contingent, sole, joint or several, or otherwise, and whether
due or to become due) of Debtor to Secured Party, now existing or hereafter
arising, including but not limited to the payment and performance of certain
Promissory Notes from time to time identified on any Collateral Schedule
(collectively "Notes" and each a "Note"), and any renewals, extensions and
modifications of such debts, obligations and liabilities (all of the foregoing
being hereinafter referred to as the "Indebtedness").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor hereby represents, warrants and covenants as of the date hereof and
as of the date of execution of each Collateral Schedule hereto that:
(a) Debtor is, and will remain, duly organized, existing and in good
standing under the laws of the State set forth in the first paragraph of this
Agreement, has its chief executive offices at the location set forth in such
paragraph, and is, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on its business and operations;
(b) Debtor has adequate power and capacity to enter into, and to perform
its obligations, under this Agreement, each Note and any other documents
evidencing, or given in connection with, any of the Indebtedness (all of the
foregoing being hereinafter referred to as the "Debt documents");
(c) This Agreement and the other Debt Documents have been duly authorized,
executed and delivered by Debtor and constitute legal, valid and binding
agreements enforceable under all applicable laws in accordance with their terms,
except to the extent that the enforcement of remedies may be limited under
applicable bankruptcy and insolvency laws;
(d) No approval, consent or withholding of objections is required from any
governmental authority or instrumentality with respect to the entry into, or
performance by, Debtor of any of the Debt documents, except such as may have
already been obtained;
(e) The entry into, and performance by, Debtor of the Debt Documents will
not (i) violate any of the organizational documents of Debtor or any judgment,
order, law or regulations applicable to Debtor, or (ii) result in any breach of,
constitute a default under, or result in the creation of any lien, claim or
encumbrance on any of Debtor's property (except for liens in favor of Secured
Party) pursuant to, any indenture mortgage, deed of trust, bank loan, credit
agreement, or other agreement or instrument to which Debtor is a party;
(f) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or
affecting Debtor which could, in the aggregate, have a material adverse effect
on Debtor, its business or operations, or its ability to perform its
obligations under the Debt Documents;
(g) All financial statements delivered to Secured Party in connection with
the Indebtedness have been prepared in accordance with generally accepted
accounting principles, and since the date of the most recent financial
statement, there has been no material adverse change;
(h) The Collateral is not, and will not be, used by Debtor for personal,
family or household purposes;
(i) The Collateral is, and will remain, in good condition and repair and
Debtor will not be negligent in the care and use thereof;
(j) Debtor is, and will remain the sole and lawful owner, and in possession
of, the Collateral, and has the sole right and lawful authority to grant the
security interest described in this Agreement; and
(k) The Collateral is, and will remain, free and clear of all liens, claims
and encumbrances of every kind, nature and description, except for (i) liens in
favor of Secured Party, (ii) liens for taxes not yet due or for taxes being
contested in good faith and which do not involve, in the reasonable judgment of
Secured Party, any risk of the sale, forfeiture or loss of any of the
Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and
similar liens arising by operation of law in the normal course of business for
amounts which are not delinquent (all of such permitted liens being hereinafter
referred to as "Permitted Liens").
3. COLLATERAL
(a) Until the declaration of any default hereunder, Debtor shall remain in
possession of the Collateral; provided, however, that Secured Party shall have
the right to possess (i) any chattel paper or instrument that constitutes a part
of the Collateral, and (ii) any other Collateral which because of its nature may
require that Secured Party's security interest therein be perfected by
possession. Secured Party, its successors and assigns, and their respective
agents, shall have the right to examine and inspect any of the Collateral at any
time during normal business hours. Upon any request from Secured Party, Debtor
shall provide Secured Party with notice of the then current location of the
Collateral.
(b) Debtor shall (i) use the collateral only in its trade or business, (ii)
maintain all of the Collateral in good condition and working order, (iii) use
TO COME
(a) Debtor fails to pay any installment or other amount due or coming due
under any of the Debt Documents within ten (10) days after its due date;
(b) Any attempt by ▇▇▇▇▇▇, without the prior written consent of Secured
Party, to sell, rent, lease, mortgage, grant a security interest in, or
otherwise transfer or encumber (except for Permitted Liens) any of the
Collateral;
(c) Debtor fails to procure, or maintain in effect at all times, any of the
insurance on the Collateral in accordance with Section 4 of this Agreement;
(d) Debtor breaches any of its other obligations under any of the Debt
Documents and fails to cure the same within thirty (30) days after written
notice thereof;
(e) Any warranty, representation or statement made by Debtor in any of the
Debt Documents or otherwise in connection with any of the Indebtedness shall be
false or misleading in any material respect;
(f) Any of the Collateral being subjected to, or being threatened with,
attachment, execution, levy, seizure or confiscation in any legal proceeding or
otherwise;
(g) Any default by Debtor under any other agreement between Debtor and
Secured Party;
(h) Any dissolution, termination of existence, merger, consolidation,
change in controlling ownership, insolvency, or business failure of Debtor or
any guarantor or other obligor for any of the Indebtedness (collectively
"Guarantor"), or if Debtor or any Guarantor is a natural person, any death or
incompetency of Debtor or such Guarantor;
(i) The appointment of a receiver for all or of any part of the property of
Debtor or any Guarantor, or any assignment for the benefit of creditors by
Debtor or any Guarantor; or
(j) The filing of a petition by Debtor or any Guarantor under any
bankruptcy, insolvency or similar law, or the filing of any such petition
against Debtor or any Guarantor if the same is not dismissed within thirty (30)
days of such filing.
8. REMEDIES ON DEFAULT.
(a) Upon the occurrence of an Event of Default under this Agreement, the
Secured Party, at its option, may declare any or all of the Indebtedness,
including without limitation the Notes, to be immediately due and payable,
without demand or notice to Debtor or any Guarantor. The obligations and
liabilities accelerated thereby shall bear interest (both before and after any
judgment) until paid in full at the lower of eighteen percent (18%) per annum or
the maximum rate not prohibited by applicable law.
(b) Upon such declaration of default, Secured Party shall have all of the
rights and remedies of a Secured Party under the Uniform Commercial Code, and
under any other applicable law. Without limiting the foregoing, Secured Party
shall have the right to (i) notify any account debtor of Debtor or any obligor
on any instrument which constitutes part of the Collateral to make payment to
the Secured Party, (ii) with or without legal process, enter any premises where
the Collateral may be and take possession and/or remove said Collateral from
said premises, (iii) sell the Collateral at public or private sale, in whole or
in part, and have the right to bid and purchase at said sale, and/or (iv) lease
or otherwise dispose of all or part of the Collateral, applying proceeds
therefrom to the obligations then in default. If requested by Secured Party,
Debtor shall promptly assemble the Collateral and make it available to Secured
Party at a place to be designated by Secured Party which is reasonably
convenient to both parties. Secured Party may also render any or all of the
Collateral unusable at the Debtor's premises and may dispose of such Collateral
on such premises without liability for rent or costs. Any notice which Secured
Party is required to give to Debtor under the Uniform Commercial Code of the
time and place of any public sale or the time after which any private sale or
other intended disposition of the Collateral is to be made shall be deemed to
constitute reasonable notice if such notice is given to the last known address
of Debtor at least five (5) days prior to such action.
(c) Proceeds from any sale or lease or other disposition shall be applied:
first, to all costs of repossession, storage, and disposition including without
limitation attorneys', appraisers', and auctioneers' fees; second, to discharge
the obligations then in default; third, to discharge any other Indebtedness of
Debtor to Secured Party, whether as obligor, endorsor, guarantor, surety or
indemnitor; fourth, to expenses incurred in paying or settling liens and claims
against the Collateral; and lastly, to Debtor, if there exists any surplus.
Debtor shall remain fully liable for any deficiency.
(d) In the event this Agreement, any Note or any other Debt Documents are
placed in the hands of an attorney for collection of money due or to become due
or to obtain performance of any provision hereof, ▇▇▇▇▇▇ agrees to pay all
reasonable attorneys' fees incurred by Secured Party, and further agrees that
payment of such fees is secured hereunder. Debtor and Secured Party agree that
such fees to the extent not in excess of twenty percent (20%) of subject amount
owing after default (if permitted by law, or such lesser sum as may otherwise be
permitted by law) shall be deemed reasonable.
(e) Secured Party's rights and remedies hereunder or otherwise arising are
cumulative and may be exercised singularly or concurrently. Neither the failure
nor any delay on the part of the Secured Party to exercise any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. Secured
Party shall not be deemed to have waived any of its rights hereunder or under
any other agreement, instrument or paper signed by Debtor unless such waivers be
in writing and signed by Secured Party. A waiver on any one occasion shall not
be construed as a bar to or waiver of any right or remedy on any future
occasion.
(f) DEBTOR HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY,
THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED
HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO
ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
TO COME
COLLATERAL SCHEDULE
THIS COLLATERAL SCHEDULE is annexed to and made a part of that certain Security
Agreement dated as of August 31, 1995, between General Electric Capital
Corporation as Secured Party and OMI Acquisition Corp., as Account Party and
describes collateral in which Account Party has granted Secured Party a security
interest in connection with the Indebtedness (as defined in the Security
Agreement) including without limitation that certain Master Lease Agreement
dated August 31, 1995.
QTY DESCRIPTION S/N# FMV
--- ----------- ---- ---
Fixed tooling & fixtures; #40 taper holders; 24 lg; 149 small;
177 extended; 34 roller lock; 60 collet holders; 21 tapers; #45
taper tool holder; 214 lg; 38 small; 43 roller lock; 50 ▇▇▇▇▇ &
▇▇▇▇▇▇▇ chucks; 63 mill arbors; 32 lg borring heads; 18 small
boring heads; 146 tappers; 99 extended holders; other tooling;
1160 collets; 7 speed tappers; 2 shepherd right angle heads;
5 roller burnishers; 72 indexable carbide tools; 25 adjustable
boring bars; 7 rotary indexers; 13 CNC vertical index tables,
10"-16"; 8 sets angle plates; 15 machine viser; 18" face
mill; hardinge lathe tooling; dekel tooling. ........................ 800,000.00
Heavy duty racks, including cantilevered ............................ 28,000.00
Yale electric forklift, 5000 lbs .................................... N451919 8,000.00
Yale electric forklift, 3000 lbs .................................... N451786 8,000.00
Black & ▇▇▇▇▇▇▇ drill grinder ....................................... 27654 3,000.00
▇▇▇▇▇▇▇ environmental chamber, #0249 ................................ 22A027 4,000.00
Thermotron vibration control, #6892 ................................. 8,000.00
MRAD pneumatic shock machine, #0758 ................................. Z18-32 12,000.00
Profile projector, model PJ311, #6221 ............................... 302-11 9,000.00
Minolta microfiche printer, model RP603, #6558 ...................... 360733 7,000.00
3M microfiche reader, model 630, #5202 .............................. 735777 12,000.00
▇▇▇▇▇▇▇▇ blueprint machine, #0832 ................................... 7780798 3,000.00
▇▇▇▇▇▇▇▇ copier, #4676 .............................................. 1524 5,000.00
Assembly tables and equipment ....................................... 25,000.00
12436, 16875 867167
Meles griot air balance tables ...................................... & 85106 12,000.00
LOH puddle bench polishing machine, model OLP 200, #3852 ............ 2681 3,000.00
LOH polishers, model LP75, #4680 & 4687 ............................. 2952, 2949 & 2953 24,000.00
LOH polisher, model PLM 400, #4678 .................................. 3035 10,000.00
▇▇▇▇▇▇ rotary table, #6751 .......................................... 2617 800.00
Sonicor sonic cleaner, #6295 ........................................ 3,000.00
Branson parts cleaner, #1067 ........................................ Z-6-11389-79 3,000.00
Rite-Hete parts cleaner, #6943 ...................................... 4,000.00
International centrifuge, #1548 ..................................... 800.00
Tennant floor scrubber .............................................. 27012 5,000.00
EZ Go electric lift truck, #5274 .................................... 59351187 800.00
Nord polishing machine, P582VCT, #5141 .............................. 8712P582585 12,000.00
Hand polisher, #6844 ................................................ 1,000.00
547-9-75, 183-6-78,592
9-76, 295-69, 568-3-76,
62-568, 187-678 & 98-8
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ grinding machines; 4 four spindle; 4 one spindle .. 69 32,000.00
Meles griot air leveling tables ..................................... 77529, 6296, & 132740 9,000.00
Mikron black body heat source for calibration, #5976, 5702 .......... 36588, 38453 & 35462 12,000.00
Rockwell drill ...................................................... 300.00
QTY DESCRIPTION S/N# FMV
--- ----------- ---- ---
LOH engine lathe, model DSM, 6" swing, 18" CC ....................... 2275 1,600.00
▇▇▇▇ ealing base optical colimators, #1771 & 1772 ................... 7,500.00
Branson ultrasonic cleaner, model PSD 1216R, #4004 .................. 7995517 5,000.00
Poly cold cryogenerators ............................................ 55126, 55125, 501300 24,000.00
Precision scientific ovens, #1517 & 1546 ............................ 12,000.00
Bridgeport vertical turret mill, #4808 .............................. 270098 4,000.00
Cincinnati vertical turret mill, #4041 .............................. 6J2F1ACF53 2,500.00
▇▇▇▇▇▇ ▇▇▇▇▇ radius cutting machine, #6871 .......................... 01028601 16,000.00
LOH radius cutting machine, #6818 ................................... RF154028 12,000.00
LOH beveling machine, #4045 ......................................... 513 3,000.00
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ spherical radius grinders ......................... 88265, 294669 4,800.00
Universal ID/OD grinder, AE100, #3819 ............................... 383 4,800.00
LOH radius cutting machine, 5VC2MI, #4042 ........................... 15737532 14,000.00
Special tools ....................................................... 16,000.00
Shelving ............................................................ 9,000.00
Nint blast cabinet with ▇▇▇▇▇▇, 2 hole, #6820 ....................... 916750 1,000.00
476591189Y,
Bridgeport vertical turret ▇▇▇▇▇, accurite III DRO .................. 476591189Y 16,000.00
Diacro hand brake, #3590 ............................................ 100.00
Hand shear, #3718 ................................................... 70.00
Arbor presses ....................................................... 200.00
Makino Universal tool grinder, #3445 ................................ D53-8073 8,000.00
Optical comparator, 10", #3444 ...................................... 8011 2,500.00
▇▇▇▇▇▇ DIA-ARC AC/DC welder, HF, #3456 .............................. 8011 300.00
Lincoln 225 AMP ARC welder, #4290 ................................... 150.00
Precision quincy solvent drying oven, 450 degrees, 6'x7'x9', #3513 .. 32-450TDD 7,000.00
Diagraph stencil cutters, #4895 & 4920 .............................. 6,000.00
Binks paint spray booths, PBS 1 & 2, water curtain .................. 10,000.00
▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ degreaser, #3514 .................................... D-58125 BH320 2,500.00
Sullair 40 HP air compressor, rotary, #5271 & 3502 .................. 20,000.00
Delta drill, #3475 .................................................. 162640 300.00
Ealing electro optic table, 4'x8', #6599 ............................ 867167 2,500.00
Delta drills, #3443, 3474, 3481, 3472, 3476, 3501 ................... 11,500.00
High speed bench drill, #4262 ....................................... 50.00
3 Chamber deburring machine (stone) ................................. 1,500.00
1" belt sander, #3468 ............................................... 50.00
Herrblitz punch ..................................................... 029244 500.00
Trinco blast cabinet, 2 hole, #3448 ................................. 6146-3 2,000.00
Bridgeport vertical turret ▇▇▇▇▇ #3466 .............................. 167360 & 2J48179 3,500.00
Electro-ARC disintegrator, #3443 .................................... 3710 1,000.00
Troyke rotary table, 15", vertical & horizontal ..................... 500.00
Powermatic duel head floor type drill, #3478 ........................ 300.00
Jib crane, 1 ton model #B288 ........................................ 10199 1,500.00
Hardinge engine lathe, 10" swing, 2' CC, #3442 ...................... 6,000.00
Mazak engine lathe, 16" swing, 5' CC steady rest, #3437 ............. 29080W 10,000.00
Bridgeport vertical turret mill, #3477 .............................. BR99035 J97012 3,000.00
Rolling racks ....................................................... 6,000.00
Dual wheel bench grinders ........................................... 1,400.00
1" belt sander, #3498 ............................................... 50.00
6" ▇▇▇▇ ▇▇▇▇▇▇, #6966 ............................................... 150.00
Lift table, #6633 ................................................... 500.00
QTY DESCRIPTION S/N# FMV
--- ----------- ---- ---
Pedal type metal shear, #1064 ....................................... 500.00
Powermatic band saw, 20" throat, with welder, #1038 ................. 2,500.00
Methods slant jr. universal lathe, chip conveyor, #3518 ............. 11249 40,000.00
Ro-Tab rotary table calibration device, #6647 ....................... 2,400.00
Shop furniture and equipment ........................................ 100,000.00
Office furniture, including panels .................................. 25,000.00
Office equipment .................................................... 20,000.00
Computer equipment .................................................. 50,000.00
Zygo laser interometer & spheres, #4181 ............................. 7948-126 18,000.00
Ovens, hotpack, FECO, 2 blue M, national, 2 industrial .............. 10,000.00
Do-all C260A band saw with roller, conveyor & clamp, #5669 .......... 459-88291 28,000.00
Matsuura MC500V vertical machining center, 20 station ATC, #3429 .... 85034648 40,000.00
?? Diamond wheels ...................................................... 35,000.00
▇▇▇ ▇▇ optical centering OD grinders, #4005, 4006 ................... 33,333.33
UV spectro photometer, #7090 ........................................ 2071119 36,000.00
594-9-76, 571-3-76, 591
9-76, 593-9-76, 642-9-
77,567-3-76, 570-3-76,
▇▇▇-▇▇-▇▇, 185-6-79,
151-4-76, 153-5-76, 18-
12-68, 172-4-76, 164-6-
78, 67-7-68, 22-2-70, 81
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ polishing machines, 10 one spindle, 2 ten spindle, 12-68, 82-12-68, 99-8-
21 9 four spindle ...................................................... 60, 186-6-78 72,000.00
3703, 3702, 4115 &
LOH polishers/grinders, model PM250 ................................. 4116 32,000.00
Enirotronics environmental chamber, #6704 ........................... 03911624 10,000.00
13160, ▇▇-▇▇▇▇-▇▇ & 25
Thermotron mini-max environmental ▇▇▇▇▇▇▇▇ .......................... 1661-09 36,000.00
Zygo laser interferometer, model 4, #6530 ........................... 55,000.00
------------
TOTAL ............................ 1,972,753.33
============
Equipment listed on Collateral Schedule more fully described in the 7/5/95
Appraisal Report, performed by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ASA for Asset Control
Services Equipment Currently Located at: ▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇
SECURED PARTY: ACCOUNT PARTY:
General Electric Capital Corporation OMI Acquisition Corp
By: By: ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ----------------------------
Title: Sr. Credit Analyst Title: President
--------------------------- -------------------------
Date: August 31, 1995 Date: August 31, 1995
---------------------------- --------------------------
REORDER FROM
INSTRUCTIONS 1. PLEASE TYPE ALL INFORMATION, and sign REGISTRE, INC.
with ball point pen. Signature must be ▇▇▇ ▇▇▇▇▇▇ ▇▇.
legible on Filing Officer Copies. P.O. BOX 218
2. Contact Filing Officer for fee ANOKA, MIN. 55303
schedule or additional information. (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT--FORM UCC-1 REV. 1981
THIS FINANCING STATEMENT is presented to a filing officer for
filing pursuant to the Uniform Commercial Code:
================================================================================
(Last Name First if a Person) Lessee THIS SPACE FOR USE OF FILING OFFICER
NAME OMI Acquisition corporation Date, Time, Number & Filing Office
1A
MAILING ADDRESS ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
CITY Melbourne STATE FL 32935
--------------------------------------------------------------------------------
ONLY ONE NAME PER BOX
MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person)
NAME
1B
MAILING ADDRESS
CITY STATE
--------------------------------------------------------------------------------
MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person)
NAME
1C
MAILING ADDRESS
CITY STATE
--------------------------------------------------------------------------------
(Last Name First if a Person) Lessor
NAME General Electric Capital Corporation
2A
MAILING ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
CITY ▇▇▇▇ Valley STATE MD 20131
--------------------------------------------------------------------------------
MULTIPLE SECURED PARTY (IF ANY) (Last Name First if a Person)
NAME
2b
▇▇▇▇▇▇▇ ADDRESS AUDIT UPDATE
CITY STATE
--------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY) (Last Name First if a Person)
NAME VALIDATION INFORMATION
3
MAILING ADDRESS
CITY STATE
--------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property
(include description of real property on which located and owner of record
when required). If more space is required, attach additional sheets
81/2" x 11".
All equipment wherever located as more fully described on Annex A attached
hereto and made a part hereof. Including all other attachments, accessories,
* additions, replacements and substitutions and proceeds now or hereafter
attached hereto.
Equipment located at: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Proceeds of collateral are covered as provided in Sections 679.203 and
679.306, F.S.
6. Filed with: Secretary of State-FL
7. No. of additional Sheets presented:
8. (Check [ ]) [ ] All documentary stamp taxes due and payable or to become due
and payable pursuant to Section 201.22, F.S., have been paid.
[X] Florida Documentary Stamp Tax is not required.
9. This statement is filed without the debtor's signature to perfect a security
interest in collateral (Check [ ] if so)
[ ] already subject to a security interest in another jurisdiction when it
was brought into this state or debtor's location changed to this state.
[ ] which is proceeds of the original collateral described above in which
a security interest was perfected.
[ ] as to which the filing has lapsed.
[ ] acquired after a change of name, identify, or corporate structure of the
[ ] debtor or [ ] secured party.
10. (Check [ ] if so)
[ ] Debtor is a transmitting utility
[ ] Products of collateral are covered
11. SIGNATURE(S) OF LESSEE
OMI Acquisition Corporation
13. Return copy to;
Name {Sig)
NAME AND ADDRESS OF PREPARER
REORDER FROM
INSTRUCTIONS: 1. PLEASE TYPE ALL INFORMATION, and sign REGISTRE, INC.
with ball point pen. Signature must be ▇▇▇ ▇▇▇▇▇▇ ▇▇.
legible on Filing Officer Copies. P.O. BOX 218
2. Contract Filing Officer for fee ANOKA, MN. 55303
schedule or additional information. (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT--FORM UCC-1 REV. 1981
THIS FINANCING STATEMENT is presented to a filing officer for
filing pursuant to the Uniform Commercial Code:
================================================================================
DEBTOR(Last Name First if a Person) THIS SPACE FOR USE OF FILING OFFICER
NAME OMI Acquisition corporation Date, Time, Number & Filing Office
1A
MAILING ADDRESS ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
CITY Melbourne STATE FL 32935
--------------------------------------------------------------------------------
ONLY ONE NAME PER BOX
MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person)
NAME
1B
MAILING ADDRESS
CITY STATE
--------------------------------------------------------------------------------
MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person)
NAME
1C
MAILING ADDRESS
* CITY STATE
--------------------------------------------------------------------------------
SECURED PARTY (Last Name First if a Person)
NAME General Electric Capital Corporation
2A
MAILING ADDRESS ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
CITY ▇▇▇▇ Valley STATE MD 20131
--------------------------------------------------------------------------------
MULTIPLE SECURED PARTY (IF ANY) (Last Name First if a Person)
NAME
2B
▇▇▇▇▇▇▇ ADDRESS AUDIT UPDATE
CITY STATE
--------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY) (Last Name First if a Person)
NAME VALIDATION INFORMATION
3
MAILING ADDRESS
CITY STATE
--------------------------------------------------------------------------------
4. This FINANCING STATEMENT covers the following types or items of property
(include description of real property on which located and owner of record
when required). If more space is required, attach additional sheets
81/2" x 11".
All equipment wherever located as more fully described on Collateral
Schedule to Master Security Agreement dated as of _______________attached
hereto and made a part hereof. Including all other attachments, accessories,
* additions, replacements and substitutions and proceeds now or hereafter
attached hereto. Equipment located at: ▇▇▇ ▇▇▇▇▇ ▇▇.; ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Proceeds of collateral are covered as provided in Sections 679.203 and
679.306, F.S.
6. Filed with: Secretary of State-FL
7. No. of additional Sheets presented:
8. (Check [ ]) [ ] All documentary stamp taxes due and payable or to become due
and payable pursuant to Section 201.22, F.S., have been paid.
[X] Florida Documentary Stamp Tax is not required.
9. This statement is filed without the debtor's signature to perfect a security
interest in collateral (Check [ ] if so)
[ ] already subject to a security interest in another jurisdiction when it
was brought into this state or debtor's location changed to this state.
[ ] which is proceeds of the original collateral described above in which
a security interest was perfected.
[ ] as to which the filing has lapsed.
[ ] acquired after a change of name, identify, or corporate structure of the
[ ] debtor or [ ] secured party.
10. (Check [ ] if so)
[ ] Debtor is a transmitting utility
[ ] Products of collateral are covered
11. SIGNATURE(S) OF Debtor(s)
OMI Acquisition Corporation
13. Return copy to:
Name {Sig)
NAME AND ADDRESS OF PREPARER
[LOGO]
GE Cap
--------------------------------------------------------------------------------
Electronics Financial Services
General Electric Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3013 (3/91)
August 28, 1995
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen/Ladies:
General Electric Capital Corporation ("Lessor") has entered into, or is
about to enter into, a lease agreement, security agreement, chattel mortgage or
similar agreement ("Financing Agreement") with OMI Acquisition Corp. ("Lessee"),
pursuant to which the Lessee has granted, or will grant, to Lessee a security
interest in certain personal property described in the attached Annex A and
Collateral Schedule (such property, together with any replacements thereof,
being the "Personal property"). Some or all of the Personal Property is, or will
be, located at certain premises known as Woodlake Commerce Park Building ▇▇▇▇,
▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in the City or ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ of
Brevard and State of FL ("Premises"). This letter is being sent to you because
of your interest in the Premises.
By your signature below, you hereby agree (and we shall rely on your
agreement) that: (i) the Personal Property is, and shall remain, personal
property regardless of the method by which it may be, or become, affixed to the
Premises; (ii) your interest in the Personal Property and any proceeds thereof
(including, without limitation, proceeds of any insurance therefor) shall be,
and remain, subject and subordinate to the interests of Lessor; (iii) Lessor,
and its employees and agents, shall have the right, from time to time, to enter
into the Premises for the purpose of inspecting the Personal Property; and (iv)
Lessor Party, and its employees and agents, shall have the right, upon any
default by the Lessee under the Financing Agreement, to enter into the Premises
and to remove the Personal Property from such Premises. ▇▇▇▇▇▇ agrees to
reimburse you for any damages actually caused to the Premises or it employees or
agents, during any such removal. These agreements shall be binding upon, and
shall inure to the benefit of, any successors and assigns of the parties hereto.
We appreciate your cooperation in this matter of mutual interest.
General Electric Capital Corporation
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Credit Analyst
AGREED TO AND ACCEPTED BY:
▇▇▇▇ ▇▇▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇▇▇
Title: President, ▇▇▇▇▇▇ Properties
Date: 8-30-95
Interest in the Premises (check applicable box)
[X] Owner
[ ] Morgage
[X] Landlord
[ ] Realty Manager
A GE Capital Services Company
CORPORATE LESSEE'S
BOARD OF DIRECTORS RESOLUTION
The undersigned hereby certifies (i) that she/he is the Secretary of OMI
Acquisition Corp. (ii) that the following is a true and correct copy of
resolutions duly adopted by unanimous written consent of the Board of
Directors of said Corporation duly held on the 29 day of August, 1995 and
(iii) that the resolutions have not been amended, rescinded, modified or
revoked, and are in full force and effect:
"RESOLVED, that each of the officers of this Corporation, whose name
appears below:
(Sig) (Sig)
---------------------------- -----------------------------
President Controller
---------------------------- -----------------------------
Vice President Secretary
or the duly elected or appointed successor in office of any or all of them, be,
and hereby is, authorized and empowered in the name and on behalf of this
Corporation to enter into, execute and deliver a master lease agreement with
General Electric Capital Corporation ("Lessor") as Lessor, providing for the
leasing to (or sale and leaseback by) this Corporation, from time to time, of
certain equipment, and further providing for this Corporation to indemnify said
lessor against certain occurrences and against the loss of contemplated tax
treatment; and
FURTHER RESOLVED, that each officer of this Corporation be, and hereby is,
authorized and empowered in the name and on behalf of this Corporation to enter
into, execute and deliver any documents and to do and perform all other acts and
deeds which may be necessary and appropriate to effectuate the lease (or sale
and leaseback) for equipment from Lessor, and
FURTHER RESOLVED, that the Lessor may rely upon the aforesaid resolutions
until receipt by it of written notice of any change.
IN WITNESS WHEREOF, I have set my hand and affixed the seal of said
Corporation this __________ day of _____________, 19 __.
(CORPORATE SEAL)
(Sig)
-------------------------------
Secretary
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
The undersigned hereby certifies: that he/she is the Secretary of OMI
Acquisition Corp., a Delaware corporation; that the following is a true,
accurate and complete transcript of resolutions duly adopted by unanimous
written consent of the Board of Directors of said Corporation duly held on the
29 day of August, 1995, at which a quorum was present, and that the proceedings
were in accordance with the Articles and by-laws of said Corporation: and that
said resolutions have not been amended or revoked, and are in full force and
effect:
"RESOLVED, that each of the officers of this Corporation, whose name appears
below, or the duly elected or appointed successor in office of any or all of
them, be and hereby is authorized and empowered in the name and on behalf of
this Corporation to borrow from General Electric Capital Corporation
(hereinafter referred so as "GE Capital") from time to time, such sum or sums
of money as in the judgment of such officer or officers the Corporation may
require and to execute on behalf of the Corporation and to deliver to GE
Capital in the form required by GE Capital a promissory note or notes of
this Corporation evidencing the amount or amounts borrowed or any renewals
and/or extensions thereof, such note or notes to bear such rate of interest
and be payable in such installments and on such terms and conditions as such
officer may agree to by his signature thereon.
FURTHER RESOLVED, that any of the aforesaid officers, or his duly elected or
appointed successor in office, be and hereby is authorized and empowered to do
any acts, including, but not limited to, the mortgage, pledge, or hypothecation
from time to time with GE Capital of any or all the assets of this Corporation
to secure such loan or loans and any other indebtedness or obligations, now
existing or hereafter arising, of this Corporation to GE Capital, and to expect
in the name of and on behalf of this Corporation, any chattel mortgages, notes,
security agreements, financing statements, renewal, extension or consolidation
agreement, and any other instruments or agreements deemed necessary or proper by
GE Capital in respect of the collateral securing any indebtedness of this
Corporation, and to affix the seal of this Corporation to any mortgage, pledge,
or other such instrument if so required or requested by GE Capital.
FURTHER RESOLVED, that each said officer of this Corporation is hereby
authorized to do and perform all other acts and deeds that may be requisite or
necessary to carry fully into effect the foregoing resolutions.
FURTHER RESOLVED, that the officers referred to in the foregoing resolutions,
their names and signatures are as follows:
NAME TITLE SIGNATURE
---- ----- ---------
▇▇▇▇▇▇▇ ▇▇▇▇ President ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Controller ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
FURTHER RESOLVED, that GE Capital is authorized to rely upon the aforesaid
resolutions until receipt by it of written notice of any change, which changes
of whatever nature shall not be effective as to GE Capital to the extent that it
has theretofore relied upon the aforesaid resolutions in the above form."
IN WITNESS WHEREOF, I have set my hand and affixed the seal of said Corporation
this ____ day of _____________, 19__.
(Sig)
----------------------------------
Secretary
(CORPORATE SEAL)
