EXHIBIT 10.13
MASTER SECURITY AGREEMENT
CITICAPITAL'
Master Security Agreement No. L2116440
THIS MASTER SECURITY AGREEMENT (the "Agreement") is by and between Citicorp
Vendor Finance, Inc., a Delaware corporation, having its principal office at 000
Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000-0000 ("Secured Party") and
Genus, Inc., a California corporation, having its chief executive office at 0000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Debtor"). In consideration of the
covenants and conditions contained herein, Secured Party and Debtor agree as
follows:
1. GRANT OF SECURITY INTEREST. For valuable consideration, the receipt and
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sufficiency of which is hereby acknowledged by Debtor, Debtor hereby grants to
Secured Party a continuing general lien and security interest in the items of
equipment and collateral set forth from time to time in each Secured Promissory
Note issued pursuant to this Master Security Agreement (individually a "Note",
and collectively the "Notes") including, without limitation, all accessories,
additions, alterations, attachments, parts, and repairs now or hereafter affixed
thereto or used in connection therewith and substitutions and replacements
thereof or of any part thereof (collectively, the "Equipment") and all proceeds
of the foregoing including, without limitation, the proceeds of any insurance
payable to Debtor or Secured Party with respect to the foregoing; any cash or
cash equivalent deposits made by Debtor to Secured Party from time to time to
secure Debtor's obligations under any Note or other agreement with Secured
Party, (a "Security Deposit"); and any and all real or personal property as
Debtor from time to time leases or has leased from Secured Party or that from
time to time secures or has secured any indebtedness of Debtor to Secured Party
(collectively, the "Collateral").
The security interest granted herein shall attach to each item of Equipment
at the earlier of (i) Debtor's execution and delivery of the Note with respect
to such item which shall occur upon Debtor's acceptance of such item pursuant to
the terms of any purchase order or agreement with the vendor of such item; or
(ii) the time that Secured Party advances any funds on behalf of Debtor in
complete or partial payment for such Equipment. Any Security Deposit shall not
bear interest, may be commingled with other funds of Secured Party and shall be
immediately restored by Debtor if applied under Section 9(e). 'I
The continuing general lien and security interest granted hereby is to
secure payment of all Notes at any time outstanding and all obligations of
Debtor to Secured Party, thereunder, hereunder or under any other agreement,
including, without limitation, equipment leases or title retention or
conditional sales agreements, or otherwise, whether due or to become due
hereafter, and whether now existing or hereafter arising whether entered into or
acquired by Secured Party.
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2. Payments.Debtor shall make the payments under any Note issued
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hereunder on the dates and in the amounts set forth in such Note.
3. 'SECURED PARTY'S DISCLAIMER OF WARRANTIES.SECURED PARTY MAKES NO
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WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE
COLLATERAL OR AS TO THE DESIGN, CONDITION, OR QUALITY OF THE COLLATERAL OR THE
MATERIAL OR WORKMANSIIIP UTELIZED IN CONNECTION WITH THE COLLATERAL, AND SECURED
PARTY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT THERETO, OR AS TO ANY OTHER MATTER. Debtor acknowledges that it has
selected the Collateral on the basis of its own judgment and expressly disclaims
any reliance upon any statements or representations made by Secured Party.
Debtor understands and agrees that neither the vendor of the Collateral nor any
agent of the vendor is an agent of Secured Party or is authorized to waive or
alter any term or condition of this Agreement or of any Note and no
representation as to the Collateral or any other matter by the vendor shall in
any way affect Debtor's duty to perform its obligations as set forth in any Note
or this Agreement, which obligations are unconditional and absolute.
4. DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor represents and
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warrants to Secured Party as of the date hereof and as of the date of each Note
hereunder that:
(a) Debtor is a business organization and with its chief executive
office both as set forth in the first paragraph hereof duly organized and in
good standing under the laws of its state of organization, is duly qualified and
in good standing wherever necessary to carry on its business as now being
conducted and to own or lease its properties, including the Equipment, and has
full power to carry on its business as now being conducted and to own or lease
its properties.
(b) Debtor has full power and authority to execute, deliver and
perform this Agreement and each Note, and this Agreement has been and each Note
will be duly authorized by all necessary and proper action on the part of
Debtor. No consent or approval of stockholders, or if the Debtor is a limited
liability corporation, of its members or of any public authority is required to
connection with the execution, delivery or performance by Debtor of this
Agreement or any Note. The execution, delivery or performance by Debtor of this
Agreement and each Note will not violate any provision of law, or any judgment
or decree applicable to Debtor and will not conflict with or result in a breach
of or create a default under any corporate charter or by-laws or partnership
agreement or certificate or any agreement, bond, note or indenture to which it
is a party or by which it is bound.
(c) This Agreement has been and each Note will be duly executed and
delivered, and constitute the valid and legally binding obligations of Debtor,
enforceable in accordance with their respective terms.
(d) Debtor has good title to, and is the lawful owner of the
Collateral, free from all adverse claims, liens, encumbrances, charges or
security interests whatsoever, except for the lien and security interest granted
by this Agreement.
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(e) The provisions of this Agreement will create a valid and first
perfected security interest in the Collateral as set forth in each Note,
enforceable in accordance with the terms hereof, subject to no prior or equal
lien, charge, encumbrance or security interest, upon the filing of appropriate
Uniform Commercial Code financing statements or equivalent security or lien
instruments with respect to the Collateral, which shall be timely delivered to
Secured Party for filing at- the appropriate offices. To the extent lawful,
Debtor hereby appoints Secured Party and its agents as its attorney-in-fact
(without requiring Secured Party to act as such) to execute any financing
statement in the name of Debtor and to perform all other acts that Secured Party
deems appropriate to perfect and continue its security interest in, and to
protect and preserve, the Collateral.
DEBTOR WAIVES THE RIGHT TO FILE ANY AMENDMENTS OR TERMINATIONS OF
FINANCING STATEMENTS WITHOUT SECURED PARTY'S SIGNATURE.
5. DEBTOR'S COVENANTS. Debtor covenants and agrees that Debtor will:
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(a) at its own expense, keep the Collateral in first class order,
repair, and running condition, replace any worn, broken or defective parts,
provide for all maintenance services strictly in accordance with the
specifications of the vendor of the Collateral;
(b) make no material alterations in or to the Collateral without the
prior written consent of Secured Party;
(c) promptly pay all taxes levied or assessed against the Collateral
and keep the Collateral free from all adverse claims, liens, encumbrances,
charges or security interests whatsoever;
(d) at reasonable times, upon at least two days notice, and at its own
expense Secured Party and its representatives shall have the right to inspect
the Collateral;
(e) promptly notify Secured Party in writing of any loss of or damage
to the Collateral or any part thereof.
(f) indemnify and hold Secured Party harmless from and against any and
all claims, losses, damages, and expenses (including attorneys' fees and costs)
arising out of or connected with the ownership or use of the Collateral;
(g) reimburse Secured Party upon demand for all expenses reasonably
incurred in connection with perfecting the security interest granted herein or
the satisfaction thereof;
(h) not abandon the Collateral;
(i) not sell, assign, lease, mortgage or otherwise dispose of any
interest in the Collateral without the prior written consent of Secured Party;
(j) not use or permit the Collateral to be used for any unlawful
purpose or in violation of any federal, state or municipal law, statute or
ordinance;
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(k) not permit the Collateral to become a part of or
to be affixed to any real property;
(1) not permit the Collateral to be removed from the address set forth
herein where the Collateral is kept without the written consent of Secured
Party;
(m) on demand of Secured Party, do any of the following: furnish
further assurance of title, execute any written agreement or do any other acts
necessary to effectuate the purposes and provisions of this Agreement and any
Note issued hereunder, execute any instrument or statement required by law or
otherwise in order to perfect, continue or terminate the security interest of
Secured Party in the Collateral and pay all costs of filing in connection
therewith;
(n) deliver its annual financial statements and such-quarterly
financial statements, as Secured Party requests, to the Secured Party, and
(o) promptly notify Secured Party in writing of any change of location
of its chief executive office, the location of any Collateral, change of its
name or form of business organization, or material change in its business
affairs or financial condition.
If Debtor fails to observe or perform any covenant or agreement contained in
this Agreement, which failure is not remedied by Debtor, within 10 days
after written notice thereof, Secured Party may, in addition to any other
remedy, take whatever action may be necessary to remedy such failure, and
should such action require the expenditure of monies (including, without
limitation, payment of insurance premiums, repairs, storage, transportation
and removal of liens), then the amount of such expenditure shall become
forthwith due and payable by Debtor and Debtor shall pay a late charge
equal to 5% of the amount of any such expenditure plus interest at the rate
of 1 1/4% per month from the date on which such amount was due and payable,
but not in excess of the highest rate Secured Party is entitled to receive
under applicable law. If Secured Party takes any action authorized
hereunder, Secured Party shall not be liable to Debtor for damages as a
result of delays, temporary withdrawals of the Collateral from service, or
any other causes.
6. PREPAYMENT. Debtor may not prepay any Note except in its entirety at any
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time during its term. Any such prepayment shall be in an amount equal to the
outstanding principal balance on the date of such prepayment, together with a
premium equal to 5% of such principal balance if prepayment occurs during the
first year of such term, 4% of such principal balance if prepayment occurs
during the second year, 3% of such principal balance if prepayment occurs during
the third year, 2% of such principal balance if prepayment occurs during the
fourth year, 1% of such principal balance if prepayment occurs during the fifth
year and 0% if prepayment occurs thereafter, and any then existing late charges
and accrued interest. The principal balance at any time outstanding on a fixed
rate note shall be calculated in accordance with the "Rule of 78's".
7. INSURANCE. Debtor shall obtain and maintain at its own expense for the
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entire term of this Agreement Comprehensive General Liability and Property
Damage Insurance including products, completed operations and contractual
liability and all Risk Physical Damage Insurance including earthquake and flood,
in such amounts and form and with such insurers as shall be satisfactory to
Secured Party, provided, however, that the amount of insurance on the Equipment
shall not be less than the greater of (i) the full replacement value of each
piece of Equipment or (ii) the aggregate unpaid principal amount of all Notes at
any time outstanding hereunder.
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Each insurance policy or certificate shall name Debtor as the insured and
Secured Party as loss payee and as an additional named insured as its interest
may appear, and shall provide that Secured Party shall receive 30 days prior
written notice of any termination, cancellation, or material change of the terms
of such insurance and shall provide that the coverage afforded to Secured Party
shall not be rescinded, impaired or invalidated by any act or neglect of Debtor.
Debtor shall furnish to Secured Party a certificate of insurance or other
evidence that such insurance coverage is in effect provided however that Secured
Party shall be under no duty either to ascertain the existence of or to examine
such insurance policy or certificate or to advise Debtor in the event such
insurance coverage shall not comply with the requirements hereof. Secured Party
may, at its option, apply any insurance monies received under such policies to
the cost of repairs to the Collateral and/or payment of any of the indebtedness
of Debtor secured hereby, in any order Secured Party may determine, whether or
not due, and shall remit any surplus to Debtor.
In addition to the foregoing minimum insurance coverage, Debtor shall
procure and maintain such other insurance coverage as Secured Party may require
from time to time during the term of this Agreement.
8. EVENTS OF DEFAULT. The occurrence of any of the following events shall
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constitute an Event of Default as such term is used herein and in each Note: (a)
Debtor shall fail to pay any principal of or interest on any Note, or to pay any
other sum secured hereby, when the same becomes due and payable, whether at
maturity or by declaration or otherwise; or (b) Debtor is in default under any
other agreement between Debtor and Secured Party or upon an event of default
under any other agreement entered into by guarantors, the vendor of the
Equipment, principals of Debtor or others, which agreement(s) was or were
executed to induce Secured Party to enter into this Agreement or any Note; or
(c) Debtor fails to perform or observe any of the terms, covenants or conditions
contained in this Agreement, any Note or other lease or other agreement between
Secured Party and Debtor, other than as provided above, and Debtor fails to cure
any such breach within ten (10) days after notice thereof; or (d) any statement,
representation or warranty of Debtor contained in this Agreement, any Note or
any other agreement between Secured Party and Debtor, or in any credit or other
information submitted to Secured Party by or on behalf of the Debtor in
connection with this transaction is untrue or incorrect; or (e) without the
prior written consent of Secured Party, a "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended) becomes, after the date of this Agreement, the "beneficial owner"
(as defined in Rule l3d-3 under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of more than 30% of the total voting power of
all classes of capital stock then outstanding of Debtor entitled to vote in the
election of directors; or (f) Debtor becomes insolvent or makes an assignment
for the benefit of creditors; or (g) a receiver, trustee, conservator or
liquidator of Debtor or of all or a substantial part of its assets is appointed
with or without the application or consent of Debtor; or (h) a voluntary
petition is filed by or an involuntary petition is filed against Debtor under
the Bankruptcy Code or any amendment thereto, or under any other insolvency law
or laws, providing for the relief to debtors which is not cured by the dismissal
thereof within 60 days after the date commenced; or (i) the Collateral shall be
substantially damaged or destroyed or Secured Party shall reasonably deem the
Collateral unsafe or at any risk; or j) Debtor shall default in meeting any of
its trade, tax, or other obligations as they mature, except to the extent Debtor
contests such obligations in good faith and has established adequate reserves
therefore (it being acknowledged that
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Debtor may, in good faith, pay its trade obligations subject to generally
acceptable, commercially reasonable business practices).
Debtor shall promptly notify Secured Party or any holder(s) or assignee(s)
of all Notes of the occurrence and continuance of any default or the occurrence
or existence of any event or condition which, with the giving of notice, lapse
of time, or both may become a default.
9. REMEDIES ON DEFAULT. Upon an Event of Default, Secured Party may,
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at its sole option and discretion, to the extent permitted by applicable
law, exercise one or more of the following remedies with respect to the
Collateral:
(a) to declare any or all Notes and all other obligations secured
hereby immediately due and payable at the option of Secured Party, without
notice or demand and, following such declaration, Debtor shall pay interest on
such amount due and payable at the rate of 16% per annum until such amount is
paid in full to Secured Party, but such rate or amount shall not be in excess of
the highest rate or amount Secured Party is permitted to receive under
applicable law;
(b) to the extent permitted by applicable law, enter the premises of Debtor or
such place or places where any of the Collateral
may be located and take title to and/or remove the
same by any of its representatives with or without
process;
(c) to dispose of all or part of the Collateral, or any interest
therein, at any public sale or private sale in any manner permitted by
applicable law and upon such other terms as Secured Party may deem advisable (at
which sale Secured Party may be the purchaser);
(d) to require Debtor to pay any and all pre and post judgment
expenses of Secured Party arising out of such default or in connection with the
exercise of any remedies hereunder, including, without limitation, reasonable
attorneys' fees and costs and brokerage charges;
(e) to apply the proceeds of such sale or of any Security Deposit to
all expenses of Secured Party arising out of such default or in connection with
the exercise of any remedies hereunder or toward the payment of all or any Notes
and other obligations of Debtor to Secured Party in such order of application as
Secured Party may from time to time elect;
(f) to require Debtor to assemble the Collateral upon Secured Party's
demand at Debtor's expense, and make it available to Secured Party; or
(g) to exercise any one or more rights or remedies accorded by the
Uniform Commercial Code or otherwise available at law or in equity.
Each right, power and remedy of Secured Party provided for in this
Agreement or in any Note, or now or hereafter existing at law or in equity or
otherwise, shall be cumulative and concurrent and shall be in addition to every
other such right, power or remedy. The exercise or beginning of the exercise by
Secured Party of any one or more of the rights, powers remedies provided for in
this Agreement or in any Note, or now or hereafter existing at law or in equity
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or otherwise, shall not preclude the simultaneous or later exercise by Secured
Party of all such other rights, powers or remedies, and no failure or delay on
the part of Secured Party to exercise any such right, power or remedy shall
operate as a waiver thereof. If the proceeds of any such sale are insufficient
to pay the expenses, as aforesaid, all Notes, and the obligations secured
hereby, Debtor agrees to pay any deficiency to Secured Party upon demand, and if
such proceeds are more than sufficient to pay such expenses and the principal
and interest on all Notes and all other sums secured hereby, Secured Party
agrees to pay any surplus to Debtor. Upon an Event of Default and declaration
that all amounts due under a Note are due and payable, any payment thereafter
must also include the Prepayment premium set forth in Section 6 hereof,
calculated as of the time of the Event of Default. Secured Party shall not be
liable or responsible in any way for the safeguarding of any of the Collateral,
for any loss or damage thereto, for any diminution in the value thereof, or for
any act of default of any carrier, warehouseman, forwarding agency, or other
person whomsoever.
10. ABSOLUTE AND UNCONDITIONAL OBLIGATIONS OFDEBTOR. DEBTOR AGREES AND
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ACKNOWLEDGES THAT SECURED PARTY'S RIGHTS TO RECEIVE ALL INSTALLMENTS AND AMOUNTS
PAYABLE UNDER EACH NOTE AND THIS AGREEMENT ARE ABSOLUTE AND UNCONDITIONAL AND
SHALL CONTINUE WITHOUT DEDUCTION, DEFENSE, SET-OFF OR COUNTERCLAIM FOR ANY
REASON WHATSOEVER, AND DEBTOR WAIVES AGAINST SECURED PARTY ANY AND ALL CLAIMS OR
DEFENSES, NOW OR HEREAFTER EXISTING, THAT IT MAY HAVE AGAINST THE VENDOR OF THE
COLLATERAL OR ANY OTHER PARTY FOR ANY REASON WHATSOEVER (EXCEPT IN -THE EVENT OF
EITHER ACTUAL NEGLIGENCE OR MISCONDUCT BY SECURED PARTY OR ITS REPRESENTATIVES
WHICH GIVES RISE TO SUCH CLAIM).
11. CHATTEL PAPER. To the extent this Agreement may be considered "chattel
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paper" as defined in the Uniform Commercial Code, only Counterpart Number One of
any of the manually executed counterparts of this Agreement shall constitute the
original of this Agreement, and no interest in this Agreement may be created or
transferred except by transfer of possession of that counterpart.
12. ASSIGNMENT; WAIVER OF DEFENSES; QUIET ENJOYMENT.DEBTOR SHALL NOT
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ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF, ENCUM13ER OR
PERMIT A LIEN UPON OR AGAINST ANY INTERESTS IN THIS AGREEMENT, ANY NOTE OR THE
COLLATERAL OR PERMIT THE EQUIPMENT TO BE USED BY ANYONE OTHER THAN DEBTOR OR
DEBTOR'S EMPLOYEES WITHOUT SECURED PARTY'S PRIOR WRITTEN CONSENT. Secured Party
may, without consent or notice to Debtor, assign or transfer this Agreement or
any Note or grant a security interest in any Equipment, or any other sums due or
to become due hereunder, and in such event Secured Party's assignee, transferee
or grantee shall have all the rights, powers, privileges, and remedies of
Secured Party hereunder. Debtor agrees that, following its receipt of notice of
any assignment by Secured Party of this Agreement, any Note or any payments
payable hereunder, it will pay the payments due hereunder directly to the
assignee (or to whomever the assignee shall designate). Debtor agrees that no
assignee of Secured Party shall be bound to perform any duty, covenant,
condition or warranty attributable to Secured Party, and Debtor further agrees
not to raise any claim or defense arising out of this Agreement or otherwise
which it may have against Secured Party as a defense, counterclaim, or offset to
any action by an assignee or secured party hereunder and Secured Party shall at
all times remain liable to Debtor for such obligations. Upon Secured Party's
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request, Debtor will execute a consent and acknowledgment of Secured Party's
assignment to its assignee. Nothing contained herein is intended to relieve
Secured Party of any of its obligations.
13. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY AND
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RIAHTS AND REMEDIES UNDER THE UNIFORM COMMERCIAL CODE. THIS AGREEMENT SHALL BE
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GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. DEBTOR CONSENTS TO THE PERSONAL
JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF NEW JERSEY WITH
RESPECT TO ANY ACTION ARISING OUT OF THIS AGREEMENT, ANY NOTE OR THE EQUIPMENT,
PROVIDED, HOWEVER, SECURED PARTY MAY, IN ITS SOLE DISCRETION, ENFORCE THIS
AGREEMENT AND ANY NOTE IN ANY COURT HAVING LAWFUL JURISDICTION THEREOF. THIS
MEANS ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT MAY BE FILED IN NEW JERSEY,
AND DEBTOR MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY.
DEBTOR AGREES THAT SERVICE OF PROCESS IN ANY SUIT MAV BE MADE BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO DEBTOR AT THE ADDRESS SET FORTH HEREIN.
TO THE EXTENT PERM11TTED BY LAW, DEBTOR WAIVES TRIAL BY JURY IN ANY ACTION BY OR
AGAINST SECURED PARTY ARISING OUT OF THIS AGREEMENT, ANY NOTE, OR THE EQUIPMENT.
14. MISCELLANEOUS. This Agreement in addition to and not in limitation of
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any other rights and remedies Secured Party may have by virtue of any other
instrument or agreement executed by Debtor, whenever executed, or by law or
otherwise. If any provision of this Agreement is contrary to applicable law,
such provision shall be deemed ineffective without invalidating the remaining
provisions hereof. If and to the extent that applicable law confers any rights
or imposes any duties inconsistent with or in addition to any of the provisions
of this Agreement, the affected provision shall be considered amended to conform
thereto. Secured Party shall not by any act, delay, omission or otherwise be
deemed to have waived any of its rights or remedies hereunder. It is expressly
understood and agreed that whenever the service of any notice to Debtor is
required hereby or is otherwise required such notice shall be effective when
personally delivered or mailed to Debtor by first-class mail, postage prepaid,
to the address shown at the beginning of this Agreement.
This Agreement shall be binding upon and enforceable by the successors and
assigns of the parties hereto.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof. There are not representations, warranties
or agreements except as set forth herein. This Agreement may not be amended, nor
may rights hereunder be waived, except by an instrument in writing signed by the
party charged with such amendment or waiver. The term "Debtor" as used herein
shall mean and include any and all Debtors who sign hereunder and on each Note,
each of whom shall be jointly and severally bound hereby and thereby. This
Agreement shall not be binding on Secured Party until executed by Secured Party.
IN WITNESS W11EREOF, the parties hereto have duly executed this Master Security
Agreement by their duly authorized representatives
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DATED AS OF December 21,2001
DEBTOR: GENUS, INC. SECURED PARTY: CITICORP VENDOR FINANCE, INC
BY: s/s SHUM MUKHERJEE BY: s/s XXXXXX X. XXXXXXXX
TITLE: CHIEF FINANCIAL OFFICER TITLE: VICE PRESIDENT
THIS AMENDMENT dated the 21-day of December 2001 to that certain Master Security
Agreement No. L2116440 dated 12/21/2001, . Secured Promissory Note No. 200052896
thereto, (collectively the "Loan"), by and between Citicorp Vendor Finance, Inc.
("Secured Party") and Genus, Inc., ("Debtor").
WHEREAS, Secured Party and Debtor are party to the above-described Loan;
and desire to make certain changes, amendments and additions to the Loan as
hereinafter set forth.
1. THE FOLLOWING SHALL BE ADDED TO MASTER SECURITY AGREEMENT NO. L2116440 AS IT
PERTAINS TO SECURED PROMISSORY NOTE NO. 200052896 ONLY:
Notwithstanding any provision of the Loan to the contrary, it being acknowledged
by Secured Party that Silicon Valley Bank ("SVB") holds a blanket lien on the
real and personal property of Debtor and that Secured Party as of the date of
this Amendment has obtained from SVB, a waiver of such lien so that its interest
do not conflict with that of SVB.
2. Except as modified herein, all other terms and conditions of the Loan
shall remain unchanged and are hereby ratified by the parties.
Genus, Inc. Citicorp Vendor Finance, Inc.
BY: s/s Shum Mukerhjee By: s/s Xxxxxx X. Xxxxxxxx
Xxxx Mukherjee Xxxxxx X. Xxxxxxxx
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Chief Financial Officer Vice President
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(PRINT OR TYPE NAME & (PRINT OR TYPE NAME &
TITLE OF ABOVE SIGNATURE) TITLE OF ABOVE SIGNATURE)
ATTEST: s/s X.X. Xxxx
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