EXHIBIT 10.20
XXXXXX X. XXXXXX, INC.
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Xxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
SECURITY AGREEMENT
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SECURITY AGREEMENT, dated as of April 25, 2000 (this "Agreement"), among
Xxxxxx X. Xxxxxx, Inc., a Massachusetts corporation ("ADL"), Xxxxxx X. Xxxxxx
International, Inc., a Massachusetts corporation ("ADL International"), and all
the subsidiaries of ADL and ADL International listed on Annex A attached hereto
("Subsidiaries") (ADL, ADL International and each such Subsidiary being
individually referred to herein as a "Company" and collectively as the
"Companies"), and Citicorp USA, Inc., as collateral agent (hereinafter, in such
capacity, the "Collateral Agent") for: (i) Citibank, N.A., The Chase Manhattan
Bank and other banking institutions (hereinafter, collectively, the "Banks")
which are or may become parties to that certain Amended and Restated Credit
Agreement dated as of April 25, 2000 (as amended and in effect from time to
time, the "Credit Agreement"), among ADL, ADL International, Citibank, N.A., as
agent and the Banks; and (ii) the holders from time to time (individually, a
"Noteholder," and collectively, the "Noteholders") of those certain Adjustable
Rate Amended and Restated Senior Secured Notes, in the aggregate principal
amount of $35,000,000 (as amended from time to time, the "Notes") issued by ADL
pursuant to that certain Amended and Restated Note Purchase Agreement dated as
of April 25, 2000 (as amended from time to time, the "Note Purchase Agreement"),
among ADL and the Noteholders.
WHEREAS, the Banks and the Noteholders are parties to that certain
Collateral Agency and Intercreditor Agreement (the "Intercreditor Agreement")
dated as of April 25, 2000;
WHEREAS, it is a condition precedent to the Banks' entering into the Credit
Agreement or making any loans or otherwise extending credit to ADL or ADL
International under the Credit Agreement, and accepting the promissory note to
be issued by ADL and ADL International under the Credit Agreement (the "Credit
Note"), that each of Companies execute and deliver to the Collateral Agent, for
the benefit of the Banks and the Noteholders, a security agreement in
substantially the form hereof,
WHEREAS, it is a condition precedent to the Noteholders' entering into the
Note Purchase Agreement that ADL International, and c-quential, Inc., a Delaware
corporation ("c-quential") guaranty the payment in full of the Notes (the
"Guaranty");
WHEREAS, it is a condition precedent to the Banks entering into the Credit
Agreement that c-quential guaranty in full the obligations of the Companies
thereunder (the "TIME Guaranty");
WHEREAS, it is a condition precedent to the Noteholders' entering into the
Note Purchase Agreement that each of the Companies execute and deliver to the
Collateral Agent, for the benefit of the Banks and the Noteholders, a security
agreement in substantially the form hereof,
WHEREAS, each of the Companies wishes to grant security interests in favor
of the Collateral Agent, for the equal and ratable benefit of the Banks and the
Noteholders, as herein provided; and
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. All terms defined in the Uniform Commercial Code of the
State of New York "UCC") and used herein but not defined shall have the same
meaning herein as specified in the UCC; provided, however, that the term
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"instrument" shall be such term as defined in Article 9 of the UCC of such
jurisdiction rather than Article 3.
2. Grant of Security Interest.
2.1. Collateral Granted. Each of the Companies hereby grants to the
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Collateral Agent, for the benefit of the Banks and the Noteholders, to secure
the payment and performance in full of all of the obligations of ADL, ADL
International and c-quential under (i) the Note Purchase Agreement, the Notes
and the Guaranty (the "Senior Note Indebtedness"), and (ii) the Credit
Agreement, Credit Note and the TIME Guaranty (the "Bank Lender Indebtedness"
and, together with the Senior Note Indebtedness, the "Secured Obligations"), a
security interest in the following properties, assets and rights of such
Company, wherever located, whether now owned or hereafter acquired or arising
(all of the same being hereinafter called the "Collateral"):
(a) any and all rights to the payment of money or other forms of
consideration of any kind (whether classified under the Uniform Commercial
Code as accounts, contract rights, chattel paper, general intangibles, or
otherwise) arising from goods sold or services rendered, including accounts
receivable, letters of credit and the right to receive payment thereunder,
chattel paper, insurance proceeds, contract rights (being any rights under
contracts not yet earned by performance and not evidenced by an instrument
or chattel paper, which contracts relate to or arise out of any of the
Collateral), notes, drafts, instruments, documents, acceptances, and all
other debts, obligations and liabilities in whatever form from any person;
(b) all guarantees, security, liens, pledges, charges,
conditional sale or other title retention agreements, or other security
interests, security titles or encumbrances of any kind in respect of any
such right to the payment of money;
(c) all documents and instruments evidencing or pertaining to any
item of Collateral;
(d) all files, correspondence, computer programs, tapes, discs
and related data processing software which contain information identifying
or pertaining to any of the Collateral, or showing the amounts thereof or
payments thereon or otherwise necessary or helpful in the realization
thereon or the collection thereof, and
(e) any and all products and proceeds of the foregoing.
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3. Title to Collateral. Each Company is the owner of the Collateral
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purported to be owned by it, free from any adverse lien, security interest or
other encumbrance, except for the security interest created by this Agreement.
4. Continuous Perfection. Each Company's principal place of business or,
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if more than one, chief executive office is indicated on the Perfection
Certificate delivered to the Collateral Agent herewith with respect to such
Company (the "Perfection Certificate"). No Company will change the same, or its
name, identity or corporate structure in any manner, without providing at least
30 days prior written notice to the Collateral Agent. Each Company will maintain
the books and records relating to its Collateral at those locations listed on
its Perfection Certificate, and no Company will remove the Collateral from such
locations without providing at least 30 days prior written notice to the
Collateral Agent.
5. No Liens. Except for the security interest herein granted, each Company
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is the owner of its Collateral free from any lien, security interest or other
encumbrance, and such Company shall defend the same against all claims and
demands of all persons at any time claiming the same or any interests therein
adverse to the Collateral Agent, the Noteholders or any of the Banks. No Company
shall pledge, mortgage, create, or suffer to exist a security interest in its
Collateral in favor of any person or entity other than the Collateral Agent.
6. No Transfers. No Company will sell or otherwise transfer any of its
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Collateral or any interest therein, other than (i) in the ordinary course of
business and (ii) transfers to c-quential and its subsidiaries of Collateral
consisting of and relating to obligations of the account debtors listed on
Schedule I hereto and such other account debtors as shall have been approved in
writing by the Collateral Agent. Collateral sold or otherwise transferred in
compliance with this (S)6 shall be free of the security interest created by this
Agreement.
7. Inspection of Collateral: Compliance with Law. The Collateral Agent or
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its designee may inspect any and all books, records, ledger cards, computer
programs, computer disks and tapes and other similar property and general
intangibles at any time evidencing or relating to the Collateral, at any
reasonable time and wherever located.
8. Collateral Protection Expenses; Preservation of Collateral.
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8.1. Expenses Incurred by Collateral Agent. In its discretion,
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the Collateral Agent may discharge taxes and other encumbrances at any time
levied or placed on any of the Collateral and pay any necessary filing
fees. The Companies agree to reimburse the Collateral Agent on demand for
any and all expenditures so made. The Collateral Agent shall have no
obligation to any Company to make any such expenditure, nor shall the
making thereof relieve any Company of any default.
8.2. Collateral Agent's Obligations and Duties. Anything herein
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to the contrary notwithstanding, each Company shall remain liable under
each contract or agreement contained in the Collateral. Neither the
Collateral Agent nor any Noteholder or Bank shall have any obligation or
liability under any such contract or agreement by reason of or arising out
of this Agreement or the receipt by the Collateral Agent, any Noteholder or
Bank of any payment relating to any of the Collateral. Neither the
Collateral Agent, nor any Noteholder or Bank shall be obligated in any
manner to
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perform any of the obligations of any Company under or pursuant to any
contract or agreement, to make inquiry as to the nature or sufficiency of
any payment received in respect of the Collateral or as to the sufficiency
of any performance by any party under any such contract or agreement, to
present or file any claim, to take any action to enforce any performance or
to collect the payment of any amounts which may have been assigned to the
Collateral Agent or to which the Collateral Agent, any Noteholder or Bank
may be entitled at any time or times. The Collateral Agent's sole duty with
respect to the custody, safe keeping and physical preservation of the
Collateral in its possession, under (S)9207 of the Uniform Commercial Code
of the State of New York or otherwise, shall be to deal with such
Collateral in the same manner as the Collateral Agent deals with similar
property for its own account.
9. Notification to Account Debtors and Other Obligors. If an Event of
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Default shall exist under (and as defined in) the Note Purchase Agreement or the
Credit Agreement, each Company shall, at the request of the Collateral Agent,
notify account debtors on accounts, chattel paper and general intangibles of
such Company, and obligors on instruments for which such Company is an obligee,
of the security interest of the Collateral Agent, and that payment thereof is to
be made directly to the Collateral Agent; and the Collateral Agent may itself,
if any such Event of Default shall exist, without notice to or demand upon such
Company, so notify such account debtors and obligors. After the making of such a
request or the giving of any such notification, each Company shall hold any
proceeds of collection of accounts, chattel paper, general intangibles and
instruments received by such Company as trustee for the Collateral Agent, for
the benefit of the Noteholders and the Banks, without commingling the same with
other funds, and shall turn the same over to the Collateral Agent in the
identical form received, together with any necessary endorsements or
assignments. The Collateral Agent shall apply the proceeds of collection of
accounts, chattel paper, general intangibles and instruments received by the
Collateral Agent to the Secured Obligations in the order set forth in the
Intercreditor Agreement, such proceeds to be immediately entered after final
payment in cash or solvent credits of the items giving rise to them.
10. Further Assurances. Each Company, at its own expense, shall do, make,
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execute and deliver all such additional and further acts, things, deeds,
assurances and instruments as the Collateral Agent may require more completely
to vest in, perfect and assure to the Collateral Agent, the Noteholders and the
Banks their respective rights hereunder or in any of the Collateral.
11. Power of Attorney.
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11.1. Appointment and Powers of Collateral Agent. Each Company hereby
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irrevocably constitutes and appoints the Collateral Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful attorneys
- in- fact with full irrevocable power and authority in the place and stead of
such Company or in the Collateral Agent's own name, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments that may be necessary or desirable
to accomplish the purposes of this Agreement and, without limiting the
generality of the foregoing, hereby gives said attorneys the power and right, on
behalf of such Company, without notice to or assent by such Company, to do the
following:
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(a) upon the occurrence and during the continuance of an Event of
Default under (and as defined in) the Note Purchase Agreement or the Credit
Agreement, generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral in such manner as
is consistent with the Uniform Commercial Code of the State of New York and
as fully and completely as though the Collateral Agent were the absolute
owner thereof for all purposes, and to do at such Company's expense, at any
time, or from time to time, all acts and things which the Collateral Agent
deems necessary to protect, preserve or realize upon the Collateral and the
Collateral Agent's security interest therein, in order to effect the intent
of this Agreement, all as fully and effectively as such Company might do;
and
(b) to file such financing statements with respect hereto, with
or without such Company's signature, or a photocopy of this Agreement in
substitution for a financing statement, as the Collateral Agent may deem
appropriate and to execute in such Company's name such financing statements
and amendments thereto and continuation statements which may require such
Company's signature.
11.2. Ratification by Company. To the extent permitted by law, each
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Company hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.
11.3. No Duty on Collateral Agent. The powers conferred on the
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Collateral Agent hereunder are solely to protect the interests of the Collateral
Agent, the Noteholders and the Banks in the Collateral and shall not impose any
duty upon the Collateral Agent to exercise any such powers. The Collateral Agent
shall be accountable only for the amounts that it actually receives as a result
of the exercise of such powers and neither it nor any of its officers,
directors, employees or agents shall be responsible to any Company for any act
or failure to act, except for the Collateral Agent's own gross negligence or
willful misconduct.
12. Remedies. If an Event of Default shall exist under (and as defined in)
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either the Credit Agreement or the Note Purchase Agreement, the Collateral Agent
may, without notice to or demand upon any Company, declare this Agreement to be
in default, and the Collateral Agent shall thereafter have in any jurisdiction
in which enforcement hereof is sought, in addition to all other rights and
remedies, the rights and remedies of a secured party under the Uniform
Commercial Code. Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market, the
Collateral Agent shall give to the relevant Company at least ten business days
prior written notice of the time and place of any public sale of its Collateral
or of the time after which any private sale or any other intended disposition is
to be made. The Companies hereby acknowledge that ten business days prior
written notice of such sale or sales shall be reasonable notice. In addition,
each Company waives any and an rights that it may have to a judicial hearing in
advance of the enforcement of any of the Collateral Agent's rights hereunder,
including, without limitation, its right following an Event of Default to take
immediate possession of the Collateral and to exercise its rights with respect
thereto.
13. No Waiver, etc. Each Company waives demand, notice, protest, notice of
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acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or
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delivered or other action taken in reliance hereon and all other demands and
notices of any description. With respect to both the Secured Obligations and the
Collateral, each Company assents to any extension or postponement of the time of
payment or any other indulgence, to any substitution, exchange or release of or
failure to perfect any security interest in any Collateral, to the addition or
release of any party or person primarily or secondarily liable, to the
acceptance of partial payment thereon and the settlement, compromising or
adjusting of any thereof, all in such manner and at such time or times as the
Collateral Agent may deem advisable. The Collateral Agent shall have no duty as
to the collection or protection of the Collateral or any income thereon, nor as
to the preservation of rights against prior parties, nor as to the preservation
of any rights pertaining thereto beyond the safe custody thereof as set forth in
(S)8.2. The Collateral Agent shall not be deemed to have waived any of its
rights upon or under the Secured Obligations or the Collateral unless such
waiver shall be in writing and signed by the Collateral Agent. No delay or
omission on the part of the Collateral Agent in exercising any right shall
operate as a waiver of such right or any other right. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right on any future
occasion. All rights and remedies of the Collateral Agent with respect to the
Secured Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly,
alternatively, successively or concurrently at such time or at such times as the
Collateral Agent deems expedient, provided, however, that the exercise of such
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rights and remedies shall be in accordance with the Intercreditor Agreement.
14. Marshalling. Neither the Collateral Agent nor any Noteholder nor any
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Bank shall be required to marshal any present or future collateral security
(including but not limited to this Agreement and the Collateral) for, or other
assurances of payment of, the Secured Obligations or any of them or to resort to
such collateral security or other assurances of payment in any particular order,
and all of the rights of the Collateral Agent hereunder and of the Collateral
Agent, the Noteholders or the Banks in respect of such collateral security and
other assurances of payment shall be cumulative and in addition to all other
rights, however existing or arising. To the extent that it lawfully may, each
Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Collateral Agent's rights under this Agreement or under any other
instrument creating or evidencing any of the Secured Obligations or under which
any of the Secured Obligations is outstanding or by which any of the Secured
Obligations is secured or payment thereof is otherwise assured, and, to the
extent that it lawfully may, each Company hereby irrevocably waives the benefits
of all such laws.
15. Indemnity. Each Company shall indemnify, defend, save and hold
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harmless each of the Collateral Agent, Banks, Noteholders and each of their
Affiliates and their respective officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against, and shall pay on
demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or resulting from this Agreement
(including, without limitation, enforcement of this Agreement), except to the
extent such claim, damage, loss, liability or expense is found in a final, non-
appealable judgment by a court of competent jurisdiction to have resulted from
such Indemnified Party's gross negligence or willful misconduct.
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16. Proceeds of Dispositions; Expenses. Each Company shall pay to the
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Collateral Agent on demand any and all expenses, including reasonable attorneys'
fees and disbursements, incurred or paid by the Collateral Agent in (i) the
administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from or other realization upon, any of
the Collateral of such Company, (iii) the exercise or enforcement of any of the
rights of the Collateral Agent, the Noteholders or the Banks hereunder or (iv)
the failure by such Company to perform or observe any of the provisions hereof.
After deducting all of said expenses, the residue of any proceeds of collection
or sale of the Secured Obligations or Collateral shall, to the extent actually
received in cash, be applied to the payment of the Secured Obligations in such
order or preference as is provided in the Intercreditor Agreement. Upon the
final payment and satisfaction in full of all of the Secured Obligations and
after making any payments required by Section 9-504(l)(c) of the Uniform
Commercial Code of the State of New York, any excess shall be returned to the
Companies.
17. Overdue Amounts. Until paid, all amounts due and payable hereunder
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shall be a debt secured by the Collateral and shall bear, whether before or
after judgment, interest at the rate of 12% per annum.
18. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO
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TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each Company agrees that any
suit for the enforcement of this Agreement may be brought in the courts of the
State of New York or any federal court sitting therein and consents to the non-
exclusive jurisdiction of such court and to service of process in any such suit
being made upon such Company by mail at the address set forth in (S)20. Each
Company hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.
19. Waiver of Jury Trial. EACH COMPANY WAIVES ITS RIGHT TO A JURY TRIAL
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WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, each Company waives
any right which it may have to claim or recover in any litigation referred to in
the preceding sentence any special, exemplary, punitive. or consequential
damages or any damages other than, or in addition to, actual damages. Each
Company (i) certifies that neither the Collateral Agent, any Noteholder or Bank
nor any representative, agent or attorney of the Collateral Agent, any
Noteholder or Bank has represented, expressly or otherwise, that the Collateral
Agent, any Noteholder or Bank would not, in the event of litigation, seek to
enforce the foregoing waivers and (ii) acknowledges that, in entering into the
Note Purchase Agreement and the Credit Agreement, the Collateral Agent, the
Noteholders and the Banks are relying upon, among other things, the waivers and
certifications contained in this (S)19.
20. Notices. All notices and communications provided for hereunder shall
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be in writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or
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certified mail with return receipt requested (postage prepaid), or (c) by a
recognized overnight delivery service (with charges prepaid). Any such notice
must be sent:
(i) if to the Collateral Agent, to it or such nominee at the address
set forth below, or at such other address as it or such nominee shall have
specified to the Company in writing in accordance with this (S)20,
Citicorp USA, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: New York
Region Department
Fax No.: (000) 000-0000
(ii) if to any of the Companies, to ADL at the address set forth
below, or at such other address as ADL shall have specified to the
Collateral Agent in writing in accordance with this (S)20.
Xxxxxx X. Xxxxxx, Inc.
Acorn Park
Cambridge, MA 02140-2390
Attention: Chief Financial Officer
Fax No.: (000) 000-0000
Notices under this (S)20 will be deemed given only when actually received.
21. Concerning Revised Article 9 of the Uniform Commercial Code. The
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parties acknowledge and agree to the following provisions of this Agreement in
anticipation of the possible application, in one or more jurisdictions to the
transactions contemplated hereby, of the revised Article 9 of the Uniform
Commercial Code in the form or substantially in the form approved by the
American Law Institute and the National Conference of Commissioners on Uniform
State Law and contained in the 1999 official text of Revised Article 9 ("Revised
Article 9").
21.1. Attachment. In applying the law of any jurisdiction in which
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Revised Article 9 is in effect, the Collateral shall include, without
limitation, the following categories of assets as defined in Revised
Article 9: instruments (including promissory notes), documents, accounts
(including health-care-insurance receivables), chattel paper (whether
tangible or electronic), letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), commercial tort claims,
general intangibles (including payment intangibles and software),
supporting obligations and any and all proceeds of any thereof, wherever
located, whether now owned and hereafter acquired to the extent arising
from the sale of goods or the performance of services.
21.2. Perfection by Filing. The Collateral Agent may at any time and
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from time to time, pursuant to the provisions of (S)11, file financing
statements, continuation statements and amendments thereto which contain
information required by Part 5 of
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Revised Article 9 for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment, including
whether a Company is an organization, the type of organization and any
organization identification number issued to a Company. Each Company
agrees to furnish any such information to the Collateral Agent promptly
upon request. Any such financing statements, continuation statements or
amendments may be signed by the Collateral Agent on behalf of any Company,
as provided in (S)11, and may be filed at any time in any jurisdiction
whether or not Revised Article 9 is then in effect in that jurisdiction.
21.3. Other Provisions. In applying the law of any jurisdiction in
which Revised Article 9 is in effect, the following references to sections
in this Agreement to existing Article 9 of that, jurisdiction shall be to
the Revised Article 9 Section of that jurisdiction indicated below:
Agreement Section Existing Article 9 Revised Article 9
3 (S) 9-103(3) Rev. (S) 9-102(a)(34)
8.2 (S) 9-207 Rev. (S) 9-207
12 (S)(S) 8-106 and 9-115 (1994) Rev. (S)(S) 8-106 and 9-106
16 (S) 9-504(1)(c) Rev. (S)(S) 9-608(a)(1)(C)
and 9-615(a)(3)
21.4. Savings Clause. Nothing contained in this (S)21 shall be
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construed to narrow the scope of the Collateral Agent's security interest
in any of the Collateral or the perfection or priority thereof or to impair
or otherwise limit any of the rights, powers, privileges or remedies of the
Collateral Agent, any Noteholder or any Bank hereunder except as (and then
only to the extent) mandated by Revised Article 9 to the extent then
applicable.
22. Miscellaneous. The headings of each section of this Agreement are for
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convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon each
Company and its respective successors and assigns, and shall inure to the
benefit of the Collateral Agent, the Noteholders, the Banks and their respective
successors and assigns. If any term of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity of all other terms hereof shall
in no way be affected thereby, and this Agreement shall be construed and be
enforceable as if such invalid, illegal or unenforceable term had not been
included herein. Each Company acknowledges receipt of a copy of this Agreement.
[Remainder of page intentionally left blank.
Next page is signature page.]
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IN WITNESS WHEREOF, intending to be legally bound, the Companies have
caused this Agreement to be duly executed as of the date first above written.
XXXXXX X. XXXXXX, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Senior Vice President and CFO
XXXXXX X. XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Vice President
ACORN PROPERTIES II, INC.
ACORN PROPERTIES III, INC.
ACORN PROPERTIES IV, INC.
ACORN PROPERTIES VI, INC.
XXXXXX X. XXXXXX REAL ESTATE
CORPORATION
G&W SOFTWARE, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
President and Treasurer
ACORN PROFESSIONAL DEVELOPMENT, INC.
ADL NUTRACEUTICALS, INC.
XXXXXX X. XXXXXX ASIA PACIFIC, INC.
XXXXXX X. XXXXXX ENTERPRISES, INC.
XXXXXX X. XXXXXX INDIA, INC.
XXXXXX X. XXXXXX KOREA, INC.
XXXXXX X. XXXXXX MANAGEMENT EDUCATION INSTITUTE, INC.
XXXXXX X. XXXXXX PROGRAM RESOURCES, INC.
ENTERPRISE MEDICAL I TECHNOLOGIES, INC.
ENTERPRISE COMPUTER, INC.
X. XXXXX XXXXX ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Treasurer
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INNOVATION ASSOCIATES, INC.
PYXSYS CORPORATION
By: /s/ Xxxx X. Xxxxx
---------------------------------
Xxxx X. Xxxxx
Treasurer
XXXXXX X. XXXXXX VALUATION, INC.
SRT, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Treasurer
ADL EUROPE, INC.
ADL OVERSEAS, INC.
XXXXXX X. XXXXXX CIS, INC.
XXXXXX X. XXXXXX SOUTHEAST ASIA, INC.
By: /s/ Xxxxxxxxx X. XxXxxxxxxx
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Xxxxxxxxx X. XxXxxxxxxx
Treasurer
XXXXXX X. XXXXXX SECURITIES INVESTMENT, INC.
By: /s/ Xxxxxxxxx X. XxXxxxxxxx
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Xxxxxxxxx X. XxXxxxxxxx
President and Treasurer
Accepted:
CITICORP USA, INC.,
as Collateral Agent
By: /s/ Authorized Officer
---------------------------------
Name:
Title:
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