Exhibit 10.20
DEBENTURE
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STAMPED TO COVER $15,000,000 UNITED STATES CURRENCY
THIS DEBENTURE IS MADE THE 12TH DAY OF NOVEMBER, 1996.
BETWEEN
Murex Diagnostics Corporation, a company incorporated and
registered in Anguilla and continued in Barbados under
the provisions of the Companies Act Cap. 308 as Company
No. 11016 and Murex Diagnostics International, Inc., a
company incorporated and registered in Barbados under the
provisions of the Companies Act Cap. 308 as Company
No. 11019 (hereinafter together called the "Company") of
the FIRST PART, and
Bank of America, FSB, whose principal office is located
at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx,
XXX 00000 (hereinafter called the "Chargee") of the
SECOND PART
NOW THIS DEBENTURE WITNESSETH that for good and valuable
consideration, the receipt and sufficiency of which the
Company hereby jointly and severally acknowledges, the
Company has agreed to execute and issue this Debenture
unto the Chargee for the purpose of securing the payment
to the Chargee of the Indebtedness as hereinafter defined
and of all such sums of money now owing or that may
hereafter become due and owing to the Chargee, the
Lenders or the Issuing Bank (as defined in the Credit
Agreement) under the Credit Agreement (as defined below).
1.1 In this Debenture:
"Act" means the Companies Act Cap. 308 of the Laws
of Barbados (or any statutory modification or re-
enactment of that Act for the time being in force);
"Assets" means the joint and several property,
undertaking and assets of the Company expressed to
be charged to the Chargee now or hereafter under
Clause 2;
"Event of Default" has the meaning set forth in the
Credit Agreement (as hereinafter described, the
relevant clauses of which are incorporated herein by
reference thereto).
"Indebtedness" means all amounts due under a certain
Credit Agreement dated ___ November, 1996 between
Murex Diagnostics Corporation and Murex Diagnostics
International, Inc., certain affiliates of Murex
Diagnostics Corporation and Murex Diagnostics
International, Inc., the Lenders, the Issuing Banks
and the Chargee (including any document amending,
supplementing, novating or replacing the same, the
"Credit Agreement") together with interest to the
date of repayment chargeable and payable in such
manner as has been specifically agreed and any other
costs, charges and legal expenses (on a full
indemnity basis) charged or incurred by the Chargee
in connection with said Credit Agreement and
including those arising from the Chargee perfecting
or enforcing or attempting to enforce this Debenture
or any other security (and its rights thereunder)
held by the Chargee from time to time and including
all Obligations (as defined in the Credit
Agreement);
"Receiver" means one or more persons appointed to be
a receiver, receivers, and/or a receiver/manager
pursuant to Clause 7.2 of this Debenture.
"Subsidiary" has the meaning ascribed thereto in the
Companies Act Cap. 308 of the Laws of Barbados.
1.2 Clause headings are for ease of reference only. All
capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the said
Credit Agreement.
2. CHARGE
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2.1 The Company hereby jointly and severally covenants
on demand to pay or discharge the Indebtedness to
the Chargee. As security for the payment and
discharge of the Indebtedness, the Company, as legal
and beneficial owner, hereby jointly and severally
charges to the Chargee:
2.1.1 by way of floating charge, all the
goodwill and uncalled capital for the time
being of the Company;
2.1.2 by way of floating charge, all rights of
Murex Diagnostics Corporation under that
certain License Agreement, dated May 3,
1994, between Murex Diagnostics
Corporation and Xxxxxx Laboratories, and
all choses in action and claims now and in
the future belonging to Murex Diagnostics
Corporation;
2.1.3 by way of floating charge, all stock in
trade and inventory in all of its forms,
wherever located, now or hereafter
existing (including, but not limited to,
(i) all goods, merchandise and other
personal property owned and held for sale,
and (ii) all raw materials, work or goods
in process, finished goods thereof, and
materials and supplies which contribute to
the finished products of Company in the
ordinary course of business and (iii)
goods which are returned to or repossessed
by Company), whether Company has a joint
or other interest or right of any other
kind (including, without limitation, goods
in which Company has an interest or right
as consignee), and all accessions thereto
and products thereof and documents and
warehouse receipts therefor;
2.1.4 by way of floating charge, all book debts,
accounts, contract rights, chattel paper,
instruments, warehouse receipts, drafts,
acceptances, deposit accounts, general
intangibles and documents of Company, and
all rights in and to all security
agreements, deeds of charge, leases, and
other contracts securing or otherwise
relating to any such book debts, accounts,
contract rights, chattel paper,
instruments, deposit accounts, drafts,
acceptances and documents, and shall
include, without limitation, the proceeds
of all warranty agreements and service
contracts sold by or on behalf of Company;
2.1.5 by way of floating charge, all books and
records (including, without limitation,
computer tapes, programs, printouts, and
all other computer materials, records and
electronic data processing software)
recording, evidencing or relating to any
or all of the foregoing;
2.1.6 by way of floating charge, all deposit
accounts (and the investments and earnings
thereof and documents evidencing the same)
into which the proceeds of any of the
foregoing may from time to time be
deposited; and
2.1.7 by way of floating charge, all proceeds of
any and all of the foregoing (including,
without limitation, cash proceeds and
other proceeds which constitute property
of the types described above) and, to the
extent not otherwise included, all
payments under insurance, or any
indemnity, warranty or guaranty, payable
by reason of loss or damage to or
otherwise with respect to any of the
foregoing.
3. COVENANTS
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3.1 The Company shall not without the consent in writing
of the Chargee:
3.1.1 (except for charges in favour of the
Chargee created under or pursuant to this
Debenture) create or permit to subsist any
mortgage, charge or lien on any of its
undertaking or assets;
3.1.2 sell, transfer, hire-out, lend or
otherwise dispose of its undertaking and
other assets or any part of them, except
by getting in and realizing them in the
ordinary and proper course of its business
or as permitted by the Credit Agreement;
3.2 The Company shall:
3.2.1 give, or procure the giving, to the
Chargee or any person or persons appointed
by the Chargee for this purpose such
information (including books and records)
as to all matters relating to the Assets
or otherwise relating to its business or
affairs as it or they shall reasonably
require and access to all premises as it
or they shall reasonably require in
accordance with the Credit Agreement;
3.2.2 deal with its book or other debts or
securities for money in accordance with
the reasonable directions from the Chargee
from time to time (which directions can
include assignments thereof to the Chargee
with notice to debtors) and, in absence of
such directions, to get its book or other
debts in and realize them in the ordinary
and proper course of its business but not
(without the prior permission of the
Chargee) by means of factoring, block
discounting or any other similar
arrangement;
3.2.3 upon the occurrence of an Event of Default
and until such Event of Default is waived
in writing by the Lenders in accordance
with the Credit agreement, pay into such
account as the Chargee may designate by
notice to the Company from time to time
all moneys which it may receive in respect
of the book debts and other Assets charged
by Clause 2; and
3.2.4 promptly notify the Chargee of any meeting
to discuss, or any proposal or application
for the appointment of a receiver,
liquidator or similar official in respect
of the Company or any of its assets and,
if any such official is appointed, of his
appointment.
3.3 If the Company fails to perform any of its
obligations under this Debenture, the Chargee may
take action as it may deem appropriate, on behalf of
or in the name of the Company or otherwise, to
perform or to remedy such failure and recover the
costs and expenses so incurred from the Company on
demand.
4. MISCELLANEOUS
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4.1 This Debenture shall be:
4.1.1 made for securing present and further
advances and shall be a continuing
security to the Chargee, notwithstanding
any settlement of account or the existence
at any time of a credit balance or any
other matter, act, event or thing
whatsoever;
4.1.2 without prejudice and in addition to any
other security for the Indebtedness which
the Chargee, any Collateral Agent or any
Lender may hold now or hereafter on all or
any part of the Assets; and
4.1.3 in addition to any rights, powers and
remedies at law.
4.2 No failure or delay on the Chargee's part in the
exercise of any of its rights, powers and remedies
under this Debenture or at law shall operate or be
construed as a waiver. No waiver of any of the
Chargee's rights shall preclude any further or other
exercise of that right or of any other right.
4.3 The Chargee may give time or other indulgence or
make any other arrangement, variation or release
with any person in respect of the Indebtedness or
any other security or guarantee for the Indebtedness
without derogating from the Company's liabilities or
the Chargee's rights under this Debenture.
4.4 The Company certifies that neither the execution and
delivery of this Debenture and the performance of
the covenants contained herein nor the charges
created by this Debenture contravene any provision
of its articles of incorporation, bylaws or any law
or agreement binding on it or any of the Assets.
The Company covenants with and represents to the
Chargee that the documents which contain or
establish the Company's constitution include
provisions which give power, and all necessary
corporate authority has been obtained and action
taken, for the Company to grant the charges
contained in this Debenture and execute and deliver,
and perform the covenants and obligations contained
in this Debenture and that this Debenture
constitutes valid and binding obligations of the
Company enforceable in accordance with its terms
except as such validity or enforceability may be
limited by applicable bankruptcy, reorganization,
moratorium or other insolvency laws affecting
creditors' rights generally or by equitable
principles relating to enforceability.
4.5 Subject only to Clause 6, on final payment and
discharge of the Indebtedness and termination of the
Commitment, the Chargee will, at the request and
cost of the Company, release unto the Company the
property charged by or pursuant to these presents.
4.6 A certificate of the Chargee as to the amount of the
Indebtedness from time to time or any of it or any
other matter connected with it or this Debenture
shall, in the absence of manifest error, be
conclusive evidence of the facts stated in it.
4.7 The Company shall, on demand by the Chargee, execute
and deliver all such transfers, assignments or other
documents as the Chargee may require to perfect its
rights under this Debenture or to give effect to any
sale or disposal by or on behalf of the Chargee of
any of the Assets.
5. POWER TO CREDIT TO A SUSPENSE ACCOUNT
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Until payment and discharge in full of the Indebtedness any money
received hereunder may be placed and kept for such time as the
Chargee considers prudent in an interest bearing separate or
suspense account in the name of such person as the Chargee thinks
appropriate without any intermediate obligation to apply the same
or any part thereof in or towards discharge of any of the
Indebtedness. Notwithstanding any such payment in the event of
any proceedings in or analogous to bankruptcy, liquidation,
receivership composition or arrangement the Chargee may prove for
and agree to accept any dividend or composition or arrangement in
respect of the whole or any part of the Indebtedness in the same
manner as if the security constituted by this Debenture had not
been created.
6. AVOIDANCE OF PAYMENTS
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No assurance, security or payment which may be avoided or
adjusted under any applicable law, and no release, settlement or
discharge given or made by the Chargee on the faith of any such
assurance, security or payment, shall prejudice or affect the
right of the Chargee to recover the Indebtedness in full from the
Company (including any moneys which it may be compelled by due
process of law to refund pursuant to the provisions of any law
relating to liquidation, bankruptcy, insolvency or creditors'
rights generally and any costs payable by it pursuant to (or
otherwise incurred in connection with such process) or to enforce
the security created by or pursuant to this Debenture.
7. RECEIVER/REMEDIES
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7.1 Upon the occurrence of an Event of Default and until
such Event of Default is waived in writing by the
Lenders in accordance with the Credit Agreement, the
Chargee is hereby authorized to take such action as
it deems necessary, including:
a. to sell all the Company's title to or interest
in the Assets for such consideration whatsoever as
the Chargee may think fit,
b. with a view to selling the Assets (or offering
it for sale) to repair, replace and develop the
Assets and to apply for any appropriate permission,
license or approval;
c. with a view to or in connection with the sale
of the Assets, to carry out any transaction, scheme
or arrangement which the Chargee may, in its
absolute discretion, consider appropriate;
d. to insure the Assets against such risks and for
such amounts as the Chargee may consider prudent;
and
e. to do all or any of the things or exercise all
or any of the powers which are mentioned or referred
to herein, any other document executed by the
Company or applicable law and which may not be
included in paragraphs (a) to (d) above.
7.2 Upon the occurrence of an Event of Default or by
Statute, the Chargee may by writing or by deed
appoint such person or persons (including an officer
or officers of the Chargee) as it thinks fit to be
Receiver of the Assets or any part thereof and in
the case of an appointment of more than one person,
to act together or independently of the other or
others and the Chargee may make such appointment at
any time after the Agent has demanded payment of the
Obligations or if it is requested to do so by the
Company or upon the presentation of a petition to
the court for an order appointing a Receiver in
respect of the Company.
7.3 Except as otherwise required by statute, the Chargee
may by writing or by deed remove a Receiver and
appoint another in his place or to act with a
Receiver and the Chargee may apply to the court for
an order removing a Receiver.
7.4 The Receiver shall be the agent of the Company and
the Company alone shall be responsible for his acts
and defaults and liable on any contracts or
engagements made or entered into or adopted by him;
and in no circumstances whatsoever shall the Chargee
be in any way responsible for or incur any liability
in connection with his contracts, engagements, acts,
omissions, misconduct, negligence or default and if
a liquidator of the Company shall be appointed, the
Receiver shall act as principal and not as agent for
the Chargee.
7.5 The remuneration of the Receiver may be fixed by the
Chargee (and may be or include a commission
calculated by reference to the gross amount of all
moneys received or otherwise and may include
remuneration in connection with claims, actions or
proceedings made or brought against the Receiver by
the Company or any other person or the performance
or discharge of any obligation imposed upon him by
statute or otherwise) but such remuneration shall be
payable by the Company alone; and the amount of such
remuneration may be debited by the Agent or the
Chargee to any account of the Company, but shall, in
any event, form part of the Obligations and
accordingly be secured on the Assets under the
charges contained in this Debenture.
7.6 The Receiver, in addition to any powers conferred on
a receiver or receiver/manager by statute or common
law, shall have the following powers:
(a) to enter upon, take possession of, get in and
collect the Assets (or such part thereof in respect
of which he may be appointed) whether accrued before
or after the date of his appointment;
(b) to sell, exchange, license, surrender, release,
disclaim, abandon, return or otherwise dispose of or
in any way whatsoever deal with the Assets or any
interest in the Assets for such consideration (if
any), and upon such terms (including by deferred
payment or payment by installments) as he may think
fit and to concur in any such transaction;
(c) to let on charter, sub-charter, hire, lease or
sell on condition and to grant rights, options,
licenses or easements over the whole or any part of
the Assets and (with or without consideration) to
rescind, surrender or disclaim or accept or agree to
accept surrenders or disclaimers of leases, hire
purchase contracts or agreements relating to or
affecting the Assets in such circumstances, to such
persons (including, without limitation, to the
Chargee), for such purposes and upon such terms
whatsoever as he may think fit and also to vary the
terms of any contract affecting the Assets and to
act in relation to any review of the rent or provide
payments under a lease of the Assets in such manner
as he may think fit;
(d) to insure, protect, decorate, maintain, repair,
alter, improve, replace, exploit, the Assets or any
part thereof in any manner and for any purpose
whatsoever;
(e) to bring, defend, submit to arbitration,
negotiate, compromise, abandon and settle any
claims, disputes and proceedings concerning the
Assets or any part thereof;
(f) to transfer all or any of the Assets to any
other company or body corporate, whether or not
formed or acquired for the purpose;
(g) to redeem, discharge or compromise any charge
from time to time having priority to or ranking pari
passu with this Debenture;
(h) in connection with the exercise of any of his
powers, to execute or do, or cause or authorize to
be executed or done, on behalf of or in the name of
the Company or otherwise, as he may think fit, all
documents, receipts, registrations, acts or things
which he may consider appropriate;
(i) to exercise any powers, rights or entitlements
in relation to any of the Assets or incidental to
the ownership of or rights in or to any Assets and
to complete, disclaim, abandon or modify all or any
of the outstanding contracts or arrangements of the
Company relating to or affecting the Assets;
(j) generally to carry out, or cause or authorize
to be carried out, any transaction, scheme or
arrangement whatsoever, whether similar or not to
any of the foregoing, in relation to the Assets
which he may consider expedient.
7.7 No purchaser from, or other person dealing with, the
Chargee or the Receiver shall be concerned to
enquire whether any of the powers exercised or
purported to be exercised has arisen or become
exercisable, whether the Obligations remain
outstanding, whether the Receiver is authorized to
act or as to the propriety or validity of the
exercise or purported exercise of any power; and the
title of such a purchaser and the position of such a
person shall not be impeachable by reference to any
of those matters.
7.8 The receipt of the Chargee or the Receiver shall be
an absolute and a conclusive discharge to a
purchaser and shall relieve him of any obligation to
see to the application of any moneys paid to or by
the direction of the Chargee or the Receiver.
7.9 Neither the Chargee nor the Receiver nor any of
their affiliates shall be liable to the Company in
respect of any loss or damage which arises out of
the exercise or the failure to exercise any of their
respective powers.
7.10 Entry into possession of the Assets shall not render
the Chargee or the Receiver liable to account as
mortgagee in possession; and if and whenever the
Chargee enters into possession of the Assets, it
shall be entitled at any time to go out of such
possession.
7.11 The Company hereby agrees to indemnify the Chargee
and the Receiver from and against all losses,
actions, claims, costs (including legal costs),
expenses, demands and liabilities whether in
contract, tort, or otherwise now or hereafter
sustained or incurred by the Chargee or the Receiver
or by any person for whose liability, act or
omission the Chargee or the Receiver may be
answerable, in connection with anything done or
omitted under this Debenture, or in the exercise or
purported exercise of the powers herein contained,
or occasioned by any breach by the Company of any of
its covenants or other obligations to the Chargee,
or in consequence of any payment in respect of the
Obligations (whether made by the Company or a third
person) being declared void or impeached for any
reason whatsoever.
7.12 The Company further covenants with the Chargee at
the Company's own cost, as a continuing security for
the payment or discharge of the Obligations:
(a) if the Chargee, in its absolute discretion,
considers that all or any of the Assets is in danger
of being seized or sold under any form of distress
or execution levied or threatened or is otherwise in
jeopardy or if any circumstance shall occur which in
the opinion of the Chargee is prejudicial to or
imperils or is likely to prejudice or imperil any
or all of the security hereby created or recovery of
the Obligations and so requires, promptly to execute
a first or subsequent fixed charge (as the Chargee
may require) in terms specified by the Chargee of
all or any part of the Assets which is for the time
being subject to the floating charge contained in
this Debenture;
(b) if the Chargee so requires, promptly to execute
an assignment to the Chargee in terms specified by
the Chargee of all or any debts or moneys payable to
the Company and any Charges or documents relating to
them or otherwise to negotiate the same to the
Chargee;
7.13 The Company further covenants with the Chargee from
time to time (and, for the purposes mentioned in
paragraph (a) below, notwithstanding that the
Chargee may not have served a demand for payment of
the Obligations) upon demand to execute, at the
Company's own cost, any document or do any act or
thing which:
(a) the Chargee may specify with a view to
perfecting or improving any charge or security
created or intended to be created by this Debenture;
or
(b) the Chargee or the Receiver may specify with a
view to facilitating the exercise or the proposed
exercise of any of their powers.
7.14 The Company covenants to register the charges
contained in this Debenture against the registered
title of any registered charge hereby affected.
7.15 In addition and without prejudice to any other event
resulting in a crystallisation of the floating
charge created by this Debenture or any other right
the Chargee may have, the Chargee may, at any time
or from time to time whether or not it has served a
demand for payment of the Obligations, by notice in
writing to the Company declare that the floating
charge hereby created shall be converted into a
first specific fixed charge as to all of the
undertaking, property and assets or such of them as
may be specified in the notice, and by way of
further assurance, the Company, at its own expense,
shall execute all documents in such form as the
Chargee shall require and shall deliver to the
Chargee all deeds, certificates and documents which
may be necessary to perfect the first specific fixed
charge.
7.16 In addition and without prejudice to any other event
resulting in a crystallisation of the floating
charge, the floating charge contained herein shall
automatically be converted into a fixed charge over:
(a) all property, assets or undertaking of the
Company subject to the floating charge, if and when:
(i) the Company ceases to carry on business or
a substantial part thereof or shall cease
to be a going concern;
(ii) the Company stops making payments to its
creditors or gives notice to creditors
that it intends to stop payment;
(iii) if the holder of any other Charge whether
ranking in priority to or pari passu with
or after the charges contained in this
Debenture shall appoint a receiver or
receiver/manager; or
(iv) an Event of Default occurs and (A) the
Agent declares all Indebtedness to be
immediately due and payable or (B) gives
notice to the Borrower Representative
stating that the Floating charge hereunder
has become fixed.
(b) any property, assets or undertaking of the
Company which shall become subject to a Charge other
than a Permitted Lien in favor of any person other
than the Agent or any Chargee or which is/are the
subject of a sale, transfer or other disposition, in
either case, contrary to the covenants contained in
this Debenture, immediately prior to such Charge
arising or such sale, transfer or other disposition
being made.
7.17 The Company irrevocably appoints each Receiver
jointly and also severally to be its attorney and
attorneys (with full power to appoint substitutes
and to sub-delegate, in both cases, with regard to
all or any part of the Assets) on behalf of the
Company and in its name or otherwise, to execute any
document or do any act or thing which the Receiver
(or their substitutes or delegates) may, in its or
his absolute discretion, consider appropriate in
connection with the exercise of any of the powers of
the Chargee or the Receiver or which the Company is
obliged to the Chargee to execute or do, whether
under this Debenture or otherwise; and without
prejudice to the generality of its power to appoint
substitutes and to sub-delegate, the Chargee may
appoint the Receiver as its substitute or delegate,
and any person appointed the substitute of the
Chargee shall, in connection with the exercise of
the said power of attorney, be the agent of the
Company.
7.18 For the purpose of giving effect to this Debenture,
the Company hereby declares that, as and when the
charges contained in this Debenture shall become
enforceable or a demand for payment of the
Obligations has been made, it will hold all of the
Assets (subject to the right of redemption) upon
trust to convey, assign or otherwise deal with the
Assets in such manner and to such person as the
Chargee shall direct and declares that it shall be
lawful for the Chargee to appoint a new trustee or
trustees of the Assets in place of the Company.
7.19 If under any applicable law, whether as a result of
a judgment against the Company or the liquidation of
the Company or for any other reason, any payment
under or in connection with this Debenture is made
or any amount is received or recovered by the Agent
or the Chargee in respect of the Obligations in a
currency (the OTHER CURRENCY) other than the
currency in which the Obligations are payable (the
ORIGINAL CURRENCY), then to the extent that the
payment to or receipt by the Agent or the Chargee
(when converted at the rate of exchange on the date
of payment or receipt) falls short of the whole of
the Obligations the Company shall as a separate and
independent obligation fully indemnify the Chargee
against the amount of the shortfall; and for the
purposes of this clause, RATE OF EXCHANGE means the
rate at which the Chargee is able on the relevant
date to purchase the original currency in London
with the other currency.
7.20 If the Company fails to pay or discharge any part of
the Obligations when due, the Agent or the Chargee
from time to time may purchase an amount of the
currency in which such sum is due with any other
currency or currencies and the Company's obligation
thereafter shall be to pay to the Chargee the amount
of the other currency or currencies so used to
purchase.
7.21 The amount secured or to be ultimately recoverable
under this security is unlimited. This security
shall be stamped in the first instance with stamp
duty covering an indebtedness of $15,000,000 in
lawful currency of the United States of America and
the Chargee shall be and is hereby empowered at any
time or times hereafter (without further license or
consent of the Company) to affix additional stamp
duty hereon covering any sum or sums or the
equivalent in lawful currency of Barbados or any sum
or sums by which the Indebtedness and liability of
the Company to the Chargee may exceed the said sum
and to execute either in the name of the Company or
in its own name and lodge with the Registrar of
Companies for Registration amended particulars of
the Charge stating the increased maximum sum deemed
to be secured by the charge it being the intent of
these presents that until its discharge in writing
by the Chargee the charge hereby created shall be a
continuing security covering the full amount of the
Indebtedness and liability at any time of the
Company to the Chargee.
7.22 (a) The obtaining of a judgment or judgments in
any action to enforce this security or any covenants
herein contained shall not operate as a merger of
this security or of the moneys hereby secured or any
of the said covenants or affect the Chargee's right
to interest at the rate and time herein set forth
(or set forth in the Credit Agreement) on any of its
rights under the said covenants;
(b) The Chargee shall not be answerable for any
loss or damage happening in or about the exercise or
execution of any power conferred on the Chargee
howsoever or by law implied or of any trust
connected thereto nor shall the Chargee be deemed as
being in possession when entering to inspect or to
effect repairs or remedy breaches.
8. COSTS
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All costs, charges and expenses properly incurred by the Chargee
and all other moneys paid by the Chargee in perfecting or
otherwise in connection with this Debenture and all costs of the
Chargee of all proceedings for enforcement of this Debenture
shall be recoverable from the Company as a debt, shall bear
interest at the same rate from time to time as the Indebtedness
(as well before as after judgment), and shall be charged on the
Assets.
9. SEVERANCE
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If at any time any provision in this Debenture is or becomes
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Debenture
shall not be impaired.
10. NOTICES
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Any notice required under this Agreement shall be given in the
manner prescribed in the aforesaid Credit Agreement.
11. LAW
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This Debenture shall be governed by and construed in accordance
with laws of Barbados.
12. BINDING AGREEMENT
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This Debenture shall be binding on the Company and its successors
and shall inure to the benefit of the Chargee and its successors
and assigns.
IN WITNESS WHEREOF this Debenture was entered into as a Deed the
day and year first above written.
THE COMMON SEAL of MUREX )
DIAGNOSTICS CORPORATION was )
hereunto set and affixed by ) (SEAL)
the Corporate Secretary and )
the Secretary thereof in the )
presence of: ) Countersigned
THE CORPORATE SECRETARY LIMITED
/s/ Noble E.G. Powers
/s/ Xxxx Xxxxx Xxxxxxx
)
/s/ Xxxxx Xxxxx ) Directors Secretary
)
Witness: /s/ Xxxx X. Xxxxxxxxxx
Name: XXXX X. XXXXXXXXXX
Description: ATTORNEY-AT-LAW
THE COMMON SEAL of MUREX )
DIAGNOSTICS INTERNATIONAL INC )
was hereunto set and affixed by ) (SEAL)
the Corporate Secretary and )
the Secretary thereof in the )
presence of: ) Countersigned
THE CORPORATE SECRETARY LIMITED
/s/ Noble E.G. Powers
/s/ Xxxx Xxxxx Xxxxxxx
)
/s/ Xxxxx Xxxxx ) Directors Secretary
)
Witness: /s/ Xxxx X. Xxxxxxxxxx
Name: XXXX X. XXXXXXXXXX
Description: ATTORNEY-AT-LAW
EXECUTED AND DELIVERED: )
as a Deed on behalf of )
BANK OF AMERICA, F.S.B. )
the Chargee by:
/s/ Xxxx Xxxxxxxxxx, VP
NOTARY PUBLIC
NOTARY PUBLIC
I, Xxxxx Xxxxxxxx Notary Public in and for the state of Georgia
do hereby CERTIFY that on the day of the date hereof personally
came and appeared before me Xxxx Xxxxxxxxxx to me made known by
due identification to be named and described in the above written
Debenture and did in my presence sign seal and deliver the same
as and for free and voluntary Act and Deed and I further CERTIFY
the same under my hand and Seal of Office hereto set and affixed
this 12th day of November one thousand nine hundred and ninety-
six.
NOTARY PUBLIC
/s/ Xxxxx Xxxxxxxx
Notary public, Rockdale County, Georgia
My Commission Expires June 23, 1998
