SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made and entered into by and
between NORDION INTERNATIONAL INC., a Canadian corporation (hereinafter "Secured
Party"), having a principal place of business in Xxxxxx, Xxxxxxx, Xxxxxx, and
VINDICATOR, INC. (hereinafter "Debtor"), having a principal place of business in
Plant City, Florida.
1. Security Interest, Debtor is indebted to Secured Party under that
certain Financing Agreement dated February 21, 1992 in an amount of
$1,082,321.67(Canadian Dollars) (the "Debt"). Debtor hereby grants to Secured
Party a security interest in and agrees and acknowledges that Secured Party,
without further action on its part, has and shall continue to have a continuing
security interest in all of the "Collateral" (as defined in Section 2 below), to
secure payment of the Debt.
2. Collateral. For the purposes of this Agreement, the term "Collateral"
shall mean all of the assets described on Exhibit A hereto.
3. Warranties. Debtor hereby represents, warrants, covenants and agrees to
and with Secured Party
that:
(a) Except for the security interest granted hereby Debtor is the
owner of the Collateral free from any lien, security interest or
encumbrance, and Debtor will defend the Collateral claiming the same or any
interest therein.
(b) Debtor will perform all of the covenants of debtor under or with
respect to the Debt and Debtor will perform all of Debtor's covenants under
all documents executed by Debtor pursuant thereto.
(c) In the event Debtor defaults with respect to any of its covenants
hereunder, Secured Party may proceed against such security or guarantors as
Secured Party has with respect to the Debt, in such fashion and in such
order as Secured Party may desire and Secured Party shall not be deemed to
have waived any of its security rights or other rights by virtue of the
order or fashion in which it elects to realize on the various security
interests or guaranties which it has to secure the Debt or by virtue of
bringing any action to realize on any of the various security interests.
(d) If Debtor executes this Agreement as a corporation or if Debtor is
in fact or law a corporation, Debtor warrants it is a duly organized and
existing Florida corporation, in good standing and duly licensed to operate
its business. The execution hereof and of any document in connection
herewith and the consummation of the transactions herein contemplated do
not violate any provisions of its Charter or By-laws or any contract and
have or will be duly authorized and approved by its Board of Directors and
Stockholders.
4. Default and Remedies. Upon the happening of any of the following events
or conditions, namely: (1) default in the payment or performance of any of the
obligations secured hereby, of any covenant or liability contained or referred
to herein, or any note or other instrument evidencing any of the Debt, or in any
guaranty thereof; (2) any warranty, representation or statement made or
furnished to Secured Party by or on behalf of Debtor in connection with this
Agreement or to induce Secured Party to lend monies to Debtor proves to have
been false in any respect when made or furnished; (3) any substantial theft,
loss, damage or destruction of any of the Collateral, or any sale, transfer,
lease, disposition or encumbrance to or of any of the Collateral, or the making
of any levy, seizure or attachment thereof or thereon; (4) death, dissolution,
termination of existence, insolvency, business failure, appointment of receiver
for Debtor or any of the Collateral or any part of the property of Debtor, or
any material assignment for the benefit of the creditors by, or the commencement
of any proceedings under any bankruptcy or insolvency laws by or against,
Debtor; or (5) Secured Party in good faith believes that the prospect of payment
or performance by Debtor is impaired and deems itself insecure; thereupon or at
any time thereafter, such defects not having previously been cured, Secured
Party at its option may declare all of the Debt secured hereby to be immediately
due and payable and shall then have the remedies of a secured party under the
Florida Uniform Commercial Code or other applicable law, including without
limitation the right to take possession of the Collateral, and for that purpose
Secured Party may, so far as the Debtor can give authority therefor, enter upon
any premises on which the Collateral or any part thereof may be situated, and
remove the same therefrom or render the same unusable or store the Collateral on
Debtor's premises for a reasonable time without rent or cost to Secured Party.
Secured Party may require Debtor to gather the Collateral and to make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties. If any notice need be given, it will be
reasonable for Secured Party to give Debtor five (5) days prior written notice
of the time and place of any public sale or of the time after which any private
sale or any other intended disposition is to be made. Expenses of retaking,
holding, preparing for sale, selling or the like, including Secured Party's
reasonable attorney's fees and other costs and expenses, will be paid by Debtor,
including all costs and attorneys fees incurred in any appeal.
5. General. This Agreement and the security interest in the Collateral
created hereby shall terminate only when the obligations hereby secured have
been paid in full. No waiver by Secured Party of any default shall be effective
unless in writing nor operate as a waiver or any other default or of the same
default on a future occasion. To the extent that Debtor's obligations are now or
hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm or corporation, then Secured
Party shall have the right in its sole discretion to determine which rights,
securities, liens, security interests or remedies it shall at any time pursue,
relinquish, subordinate or modify, or take any other action with respect thereto
without in any way modifying or affecting any of them or any of its rights
hereunder. Until default, Debtor may have possession of the Collateral and use
the same in any lawful manner not inconsistent with this Agreement. Debtor will
not mortgage, pledge or hypothecate its property or assets of any kind to anyone
except to Secured Party or otherwise sell or dispose of any of its property or
assets of any kind except in the normal course of its business. Debtor waives
notice of non-payment, presentment, demand, protest or notice thereof as to any
accounts or any securities or instruments or notes relating thereto, or
otherwise except as specified herein. All rights and remedies herein are
cumulative and not alternative. This Agreement contains the entire agreement of
the parties and neither shall be bound by anything not expressed herein. All
notices to either party shall be given by certified mail, postage prepaid, at
the address first mentioned. Whenever used herein, the singular number shall
include the plural, the plural the singular, and the use of any gender shall
include all genders. All debtors hereto are bound jointly and severally.
DATED this 21st day of February, 1992
ATTEST. VINDICATOR, INC.
(Corporate Seal)
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxxxx
--------------------------------- --------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxx X. Xxxxxxx, President
ATTEST: NORDION INTERNATIONAL, INC.
(Corporate Seal)
/s/ X.X. Xxxxxxxx By: /s/ X.X. X'Xxxxx
--------------------------------- --------------------------------
X.X. Xxxxxxxx, Secretary X.X. X'Xxxxx, President
EXHIBIT A
COLLATERAL
One Pallet Type Gamma irradiator as illustrated in Drawing No. B700001-353,
Issue D, Sheets 1 and 2, including all related mechanisms, conveyors, carriers,
control console, meters, manuals, computerized irradiator monitoring system,
spare parts, pool water de-ionizer, emergency source cooling sprinkler system
and safety interlock systems;
One Red Acrylic Dosimetry System, Type BC-2, as described in Specification RAD
LS 117/107, including 2,000 pellets;
One Compu-Dose System, including 500 ceric cerous dosimeters;
1,000,000 curies of Cobalt-60, doubly sealed in standard Nordion capsules, Model
C-188;
Xxxxxx Xxx Spectrophotometer and accessories;
Mitutoyo Digimatic Thickness Gaging System;
And all other items that are personal property supplied by Nordion International
Inc. to Vindicator, Inc. under Nordion's P.S. No. 58463I, as amended from time
to time.
