EXHIBIT 10(h)
CORESTATES BANK, N.A.
GENERAL ASSIGNMENT OF GOVERNMENT CONTRACTS
AND THE PROCEEDS THEREOF
INTENDING TO BE LEGALLY BOUND, NUCLEAR RESEARCH CORPORATION
("BORROWER") xxxxxx agrees as follows:
1. In consideration for a line of credit in the amount of Five
Million Five Hundred Thousand Dollars ($5,500,000.00) and a term loan in the
amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) (the
"Loans") granted or to be granted even date herewith by CoreStates Bank, N.A.
("Lender") to BORROWER and to induce Lender to make these Loans and as
additional security for these Loans, BORROWER does hereby absolutely and
unconditionally assign, transfer, and set over to Lender and grant to Lender a
security interest in all of its rights, but not its obligations, under all
Contracts hereafter in existence for the furnishing of goods and services by
BORROWER to the United States Government, its agencies, departments or units as
purchaser ("Purchaser"), where the individual amount of any such Contract
exceeds Five Hundred Thousand Dollars ($500,000.00) (the "Contracts"), including
a security interest in any and all monies, proceeds and lease payments due or to
become due under any of such Contracts, and in any renewals, extensions and
modifications thereof in accordance with the terms set forth below.
2. XXXXXXXX hereby agrees to authorize and direct the purchaser
under any of such Contracts to make all payments as they become due under said
Contract directly to Lender in the event that Lender shall so direct BORROWER in
writing. Xxxxxx agrees, however, that so long as there has been no event of
default under the documents securing any of the Loans owed by BORROWER to
Lender, BORROWER may collect and receive all payments due under the Contracts.
If any such event of default shall occur and be continuing, then Lender may
collect directly from the Purchaser all payments due under the Contracts and
exercise all other rights thereunder.
3. This Assignment shall be a continuing one and shall be
effective for any renewals, modifications or extensions of the Loans referred to
above until the same are entirely paid.
4. XXXXXXXX agrees to deliver to Xxxxxx copies of the original
Contracts referred to above promptly after such Contracts are executed and
delivered to BORROWER. XXXXXXXX further agrees to execute, upon the request of
Xxxxxx, UCC-1 Financing Statements covering the Contracts and perfecting
Xxxxxx's security interest in the Contracts and proceeds thereof, which
Financing Statements shall be filed by Xxxxxx at its discretion.
5. So long as either or both of the Loans are outstanding,
BORROWER will not, without the prior written consent of Lender, grant any
security interests in any of the Contracts or
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contract rights set forth above to any person or entity except Lender or permit
any lien or encumbrance to attach to any of the Contracts or contract rights or
permit any levy to be made thereon or permit any statement, except Xxxxxx's
financing statement, to be on file with respect thereto.
6. BORROWER covenants that XXXXXXXX will keep the Contracts and
contract rights free of all liens and encumbrances except for Xxxxxx's security
interest hereunder.
7. The security interest granted herein shall be considered an
interest in property granted pursuant to Article IX of the Uniform Commercial
Code which secures payment or performance of an obligation. BORROWER represents
that the office or offices where it keeps its records concerning all of its
Contracts and contract rights is at the address specified at the end of this
Agreement. XXXXXXXX will immediately advise Lender in writing of the opening of
any new place of business or the closing of any of its existing places of
business and of any change in the location of the places where its records
concerning its contract rights are kept.
8. Any breach of the warranties, representations and covenants
in this Assignment shall constitute an event of default under the loans secured
by this Assignment and shall entitle Lender to pursue all remedies provided
under the documentation for such loans or otherwise available.
9. This Assignment shall inure to the benefit of the Lender,
its successors, assignees, endorsees and any person or persons, including any
banking institution or institutions, to whom the Lender may grant any interest
in the instruments evidencing the loan secured hereby.
10. XXXXXXXX'S address is as follows: 000 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx, 18976.
EXECUTED on the 14th day of January, 1997.
NUCLEAR RESEARCH CORPORATION
By: /s/ Xxxx X. Xxxxxxx
---------------------------(SEAL)
Name: Xxxx X. Xxxxxxx
Title: President
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