SECURITY AGREEMENT
THIS AGREEMENT is made as of the _______ day of ________________,
1994, by and among FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Agent
(in such capacity, "Secured Party") for the Lenders, the Issuing Bank
and the Noteholders (as those terms are hereinafter defined), and the
other corporations which have executed this Agreement (individually
and collectively, "Debtors").
SECTION 1. CONSTRUCTION OF AGREEMENT AND DEFINITIONS
Unless the context otherwise requires, all of the terms used herein
without definition which are defined by the Maryland Uniform
Commercial Code shall have the meanings assigned to them by the
Maryland Uniform Commercial Code except to the extent varied by this
Agreement. Unless the context otherwise requires, all capitalized
terms hereinbefore or hereinafter used in this Agreement without
definition shall have the meanings assigned to such terms in the
Credit Agreement. The phrases "satisfactory to Secured Party,"
"acceptable to Secured Party" and similar phrases shall mean
satisfactory or acceptable to Secured Party, in Secured Party's
discretion exercised in good faith. The use of the singular herein
shall also refer to the plural and vice versa, and the use herein of
any gender, including the neuter, shall also refer to each of the
other genders, including the neuter. The captions and headings
contained in this Agreement are for convenience of reference only and
shall not affect the meaning, or the construction or interpretation,
of this Agreement. In addition to terms defined elsewhere in this
Agreement, the following terms shall have the following meanings when
used herein:
"BORROWER" shall mean AAI Corporation, a Maryland
corporation.
"COLLATERAL" shall mean: (a) all Receivables, General
Intangibles, Inventory, Equipment and Computer Hardware and Software,
each Cash Collateral Account and, in addition, all other property of
each of Debtors in which Secured Party has, or may in the future
acquire or be granted, a security interest hereunder; (b) all amounts
now or in the future owed by any of Secured Party, Lenders, Issuing
Bank or Noteholders to any of Debtors and all property and funds of
each of Debtors (including deposit accounts, certificates of deposit,
and investments made or managed by Secured Party on behalf of any of
Debtors), now owned or hereafter acquired by each of Debtors and now
or hereafter in the possession or control of any of Secured Party,
Lenders, Issuing Bank or Noteholders; (c) all present and future
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substitutions, replacements, appurtenances, accessories, accessions
and materials and supplies relating to any of the foregoing; (d) all
present and future books and records of each of Debtors in any form,
in or on any media, including data processing materials in any form
(including software, tapes, disks and the like), whether in the
possession of any of Debtors or any other person; and (e) all present
and future proceeds and products of all of the foregoing in any form
whatsoever and all rights, including rights to the payment of money
for any reason, arising on account of any sale, assignment, lease,
rental, license, exchange, liquidation, condemnation, taking, theft or
any disposition of any nature of, or any damage or casualty to, or any
loss with respect to, any of the foregoing or any rights or interests
of any of Debtors in any of the foregoing, including, without
limitation, cash proceeds (including all payments under any
indemnities, warranties or guaranties payable with respect to any of
the foregoing), non-cash proceeds and proceeds acquired with cash
proceeds, whether any such proceeds constitute consumer goods, farm
products, equipment, inventory, documents of title, chattel paper,
accounts, instruments or general intangibles, and all proceeds of
insurance policies insuring any of the foregoing or any risks to any
of Debtors associated with any of the foregoing.
"COLLATERAL LOCATIONS" shall mean the locations identified
on the Collateral Locations Exhibit attached hereto.
"COMPUTER HARDWARE AND SOFTWARE" shall mean: (a) all of
Debtors' computer and other electronic data processing hardware,
integrated computer systems, central processing units, memory units,
display terminals, printers, features, computer elements, card
readers, tape drives, hard and soft disk drives, cables, electrical
supply hardware, generators, power equalizers, accessories and all
peripheral devices and other related computer hardware, whether now
owned, licensed or leased or hereafter acquired by any of Debtors;
(b) all software programs, including source codes and object codes,
whether now owned, licensed or leased or hereafter acquired by any of
Debtors, designed for use or used on the equipment described in the
preceding clause (a), and all firmware associated therewith, whether
now owned, licensed or leased or hereafter acquired by any of Debtors;
and (c) all present and future manuals and other written materials and
documentation (and packaging thereof or relating thereto) for such
equipment, software or firmware, whether now owned, licensed or leased
or hereafter acquired by any of Debtors.
"COPYRIGHT RIGHTS" shall mean all right, title and interest
of each of Debtors, whether now owned or existing or hereafter
acquired or arising, in and to all domestic and foreign copyrights,
copyright registrations and copyright applications, whether or not
registered or filed with any Governmental Authority, together with
(a) all renewals thereof, (b) all
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present and future rights of each of Debtors under all present and
future license agreements relating thereto, whether any of Debtors is
licensee or licensor thereunder, (c) all income, royalties, damages
and payments now or hereafter due and/or payable to any of Debtors
thereunder or with respect thereto, including, without limitation,
damages and payments for past, present or future infringements
thereof, (d) all present and future claims of each of Debtors, causes
of action of each of Debtors and rights of each of Debtors to sue for
past, present or future infringements thereof, and (e) all rights
corresponding thereto throughout the world.
"CREDIT AGREEMENT" shall mean, as the same may be waived,
amended, modified, extended, renewed, supplemented or replaced from
time to time, that certain Credit Agreement of even date herewith
among Borrower, Secured Party, Lenders and Issuing Bank.
"DEBTOR DOCUMENTS" shall mean, as the same may be waived,
amended, modified, extended, renewed, supplemented or replaced from
time to time, this Agreement and any additional Noteholder Documents
executed or assumed by any of Debtors, the Lender Guaranty and any
additional Lender Documents executed or assumed by any of Debtors.
"DEBTOR NOTICE ADDRESS" shall mean York Road and Industry
Lane, Hunt Valley, Maryland 21030.
"DEBTOR OBLIGATIONS" shall mean, as the same may be waived,
amended, modified, extended, renewed, supplemented, increased,
refinanced, consolidated or replaced from time to time, all present
and future obligations, indebtedness and liabilities of each of
Debtors to each of Lenders, Issuing Bank and Noteholders of every kind
and nature evidenced by or arising under or in connection with the
Debtor Documents (including, without limitation, all principal
amounts, interest charges, fees, commissions and all other charges and
sums, as well as all costs and expenses, including reasonable
attorneys' fees and expenses, payable or reimbursable by any of
Debtors under or pursuant to the Debtor Documents), whether direct or
indirect, contingent or noncontingent, matured or unmatured, accrued
or not accrued, liquidated or unliquidated, whether arising in
contract, tort or otherwise, whether the liability of any of Debtors
with respect thereto is joint or several or both, and whether or not
any instrument or agreement relating thereto specifically refers to
this Agreement, including, without limitation, all claims of Lenders,
Issuing Bank and Noteholders against each of Debtors arising or re-
arising on account of or as a result of any payment made by any of
Debtors or any other person with respect to any obligations included
in this definition which is rescinded or recovered from or restored or
returned by any of Lenders, Issuing Bank or Noteholders under
authority of any law, rule, regulation,
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order of court or governmental agency, or in connection with any
compromise or settlement relating thereto or relating to any pending
or threatened action, suit or proceeding relating thereto, whether
arising out of any proceedings under the United States Bankruptcy Code
or otherwise.
"EQUIPMENT" shall mean: (a) all equipment of each of
Debtors of every type and description, now owned and hereafter
acquired and wherever located, including, without limitation, all
machinery, vehicles and other rolling stock, furniture, furnishings,
tools, dies, leasehold improvements, fixtures, and materials and
supplies relating to any of the foregoing; (b) all present and future
documents of title and trust receipts relating to any of the
foregoing; (c) all present and future rights, claims and causes of
action of each of Debtors in connection with purchases by any of
Debtors of (or contracts for the purchase by any of Debtors of), or
warranties relating to, or damages to, goods held or to be held by any
of Debtors as equipment; (d) all present and future warranties,
manuals and other written materials (and packaging thereof or relating
thereto) relating to any of the foregoing; and (e) all present and
future rights, claims and causes of action of each of Debtors in
connection with any agreements pursuant to which any suppliers,
manufacturers or other persons have agreed or may agree, conditionally
or otherwise, to purchase or repurchase from any of Debtors, in bulk
or otherwise, any goods held or to be held by any of Debtors as
equipment.
"EVENT OF DEFAULT" shall mean an "Event of Default," as
defined in the Credit Agreement, or an "Event of Default," as defined
in the Note Purchase Agreement.
"EXCLUDED UIC-DEL NOTE" shall mean that certain Promissory
Note dated February 26, 1985, issued by Smith & Nephew Investment
Group, Ltd., a Delaware corporation, to UIC - DEL. Corporation in the
original principal amount of $42,699,384.00 and having a present
unpaid principal balance of $8,539,876.80.
"GENERAL INTANGIBLES" shall mean all present and future
personal property, interests and rights of each of Debtors (including
things in action), other than goods, accounts, chattel paper,
documents, instruments and money, but including, without limitation:
(a) all Intellectual Property; (b) all uncertificated capital stock
and other securities, partnership interests, joint venture interests
and other investments and similar interests of each of Debtors,
whether now owned or hereafter acquired by any of Debtors, together
with all present and future rights, titles, interests, powers,
authorities, options, warrants, privileges and benefits thereof or
accruing or in any way relating thereto, and all present and future
claims, rights, titles and interests of each of Debtors in and to all
present and future payments, receipts, collections, profits,
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revenues, dividends, distributions, surplus, income, entitlements,
exchanges, benefits and other proceeds and avails thereof or in any
way relating thereto; and (c) all present and future customer lists of
each of Debtors.
"GOOD FAITH" shall mean, with respect to a determination,
request or other action to be made or taken by Secured Party "in good
faith," that Secured Party shall make or take such determination,
request or other action honestly and not maliciously.
"INTELLECTUAL PROPERTY" shall mean: (a) all Copyright
Rights; (b) all Patent Rights; (c) all Trademark Rights; (d) all
License Rights; (e) all goodwill of each of Debtors; (f) all present
and future trade secrets of each of Debtors; and (g) all other present
and future intellectual property of each of Debtors.
"INTERCREDITOR AGREEMENT" shall mean, as the same may be
amended, modified, extended, renewed, supplemented or replaced from
time to time, that certain Intercreditor Agreement of even date
herewith among Secured Party, Lenders, Issuing Bank and Noteholders.
"INVENTORY" shall mean: (a) all inventory of each of
Debtors of every type and description, now owned and hereafter
acquired and wherever located, including, without limitation, raw
materials, work in process, finished goods, goods returned or
repossessed, and goods held for demonstration, marketing or similar
purposes; (b) all present and future materials and supplies of each of
Debtors used, usable or consumed in the course of business of each of
Debtors, whether relating to the manufacture, assembly, installation,
repair, packaging, packing or shipment of goods by any of Debtors, or
relating to advertising or any other aspect of any business of any of
Debtors; (c) all present and future property of each of Debtors in or
on which any of the foregoing is stored or maintained; (d) all present
and future warranties, manuals and other written materials (and
packaging thereof or relating thereto) relating to any of the
foregoing; (e) all present and future documents of title and trust
receipts relating to any of the foregoing; (f) all present and future
customer lists of each of Debtors; (g) all present and future rights
of each of Debtors in connection with goods consigned to or by any of
Debtors; (h) all present and future rights of each of Debtors as an
unpaid seller of goods, including rights of stoppage in transit,
detinue and reclamation; (i) all present and future rights, claims and
causes of action of each of Debtors in connection with purchases by
any of Debtors of (or contracts for the purchase by any of Debtors
of), or warranties relating to, or damages to, goods held or to be
held by any of Debtors as inventory; and (j) all present and future
rights, claims and causes of action of each of Debtors in
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connection with any agreements pursuant to which any suppliers,
manufacturers or other persons have agreed or may agree, conditionally
or otherwise, to purchase or repurchase from any of Debtors, in bulk
or otherwise, any goods held or to be held by any of Debtors as
inventory.
"ISSUING BANK" shall mean the person from time to time party
to the Credit Agreement as "Issuing Bank."
"LENDER DOCUMENTS" shall mean, as the same may be waived,
amended, modified, extended, renewed, supplemented or replaced from
time to time, the Credit Agreement, the Revolving Credit Notes, the
Borrower Security Agreement, the Borrower Pledge Agreement, the Deed
of Trust, the Lender Guaranty, the UIC Pledge Agreement, the UIC
Subordination Agreement, the UIC-DEL Subordination Agreement, the L/C
Agreements, this Agreement, and any and all other agreements,
contracts, promissory notes and other instruments, security
agreements, assignments, pledge agreements, indemnification
agreements, mortgages, deeds of trust, leases, guaranties and other
documents now or hereafter existing and evidencing, securing (directly
or indirectly), guaranteeing (or in effect guaranteeing) or
indemnifying (or in effect indemnifying) any of Lenders or Issuing
Bank with respect to, any of the aforementioned documents or any
obligations of any person to any of Lenders or Issuing Bank
thereunder.
"LENDER GUARANTY" shall mean, as the same may be waived,
amended, modified, extended, renewed, supplemented or replaced from
time to time, that certain Guaranty of even date herewith executed and
delivered by Debtors and UIC in favor of Secured Party, Lenders and
Issuing Bank.
"LENDER OBLIGATIONS" shall mean, as the same may be waived,
amended, modified, extended, renewed, supplemented, refinanced,
consolidated or replaced from time to time, all present and future
Revolving Credit Loans, L/C Reimbursement Obligations and other
obligations, indebtedness and liabilities of Borrower to each of
Lenders and Issuing Bank arising under, evidenced by or in connection
with the Credit Agreement or the other Lender Documents, including,
without limitation, all principal amounts, including future advances,
indemnification obligations, interest charges, fees, premiums,
commissions and all other charges and sums, as well as all costs and
expenses, including reasonable attorneys' fees and expenses, payable
or reimbursable by Borrower under or in connection with the Credit
Agreement or the other Lender Documents, whether direct or indirect,
contingent or noncontingent, matured or unmatured, accrued or not
accrued, liquidated or unliquidated, as well as all claims, demands,
actions, causes of action and judgments arising from or relating to
any of the foregoing, and including, without limitation, all claims
against Borrower arising or re-arising on account of or as a result of
any payment made by
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Borrower or any other person with respect to any obligations included
in this definition which is rescinded or recovered from any of Lenders
or Issuing Bank or restored or returned by any of Lenders or Issuing
Bank under authority of any law, rule, regulation, order of court or
Governmental Authority, or in connection with any compromise or
settlement relating thereto or relating to any pending or threatened
action, suit or proceeding relating thereto, whether arising out of
any proceedings under the United States Bankruptcy Code or otherwise.
"LENDERS" shall mean the persons from time to time parties
to the Credit Agreement as "Lenders."
"LICENSE RIGHTS" shall mean all present and future licenses
and license agreements of each of Debtors, and all rights of each of
Debtors under or in connection therewith, whether any of Debtors is
licensee or licensor thereunder, including, without limitation, any
present or future franchise agreements under which any of Debtors is
franchisee or franchisor, together with (a) all renewals thereof,
(b) all income, royalties, damages and payments now or hereafter due
and/or payable to each of Debtors thereunder or with respect thereto,
including, without limitation, damages and payments for past, present
or future infringements thereof, (c) all claims, causes of action and
rights to sue for past, present or future infringements thereof, and
(d) all rights corresponding thereto throughout the world.
"NOTE PURCHASE AGREEMENT" shall mean, as the same has been
or may hereafter be waived, amended, modified, extended, renewed,
supplemented or replaced from time to time, that certain Note Purchase
Agreement dated July 15, 1992, among Borrower and Noteholders.
"NOTEHOLDER DOCUMENTS" shall mean, as the same have been or
may hereafter be waived, amended, modified, extended, renewed,
supplemented or replaced from time to time, the Note Purchase
Agreement, the Noteholder Notes, the UIC Noteholder Guaranty and any
and all other agreements, contracts, promissory notes and other
instruments, security agreements, assignments, pledge agreements,
indemnification agreements, mortgages, deeds of trust, leases,
guaranties and other documents now or hereafter existing and
evidencing, securing, directly or indirectly, guaranteeing (or in
effect guaranteeing) or indemnifying (or in effect indemnifying)
Noteholders with respect to, any of the aforementioned documents or
any obligations of any person to Noteholders thereunder.
"NOTEHOLDER NOTES" shall mean, as the same have been or may
hereafter be waived, amended, modified, extended, renewed,
supplemented or replaced from time to time, that certain 8.65% Senior
Note Due July 31, 1999, dated August 11, 1992, issued by
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Borrower to TRAL & CO, nominee of The Travelers Insurance Company,
pursuant to the Note Purchase Agreement in the original principal
amount of $9,000,000.00, that certain 8.65% Senior Note Due July 31,
1999, dated August 11, 1992, issued by Borrower to TRAL & CO, nominee
of The Travelers Indemnity Company of Rhode Island, pursuant to the
Note Purchase Agreement in the original principal amount of
$3,000,000.00 and assigned by The Travelers Indemnity Company of Rhode
Island to The Travelers Insurance Company, that certain 8.65% Senior
Note Due July 31, 1999, dated August 11, 1992, issued by Borrower to
Principal Mutual Life Insurance Company pursuant to the Note Purchase
Agreement in the original principal amount of $10,000,000.00, and that
certain 8.65% Senior Note Due July 31, 1999, dated August 11, 1992,
issued by Borrower to Principal Mutual Life Insurance Company pursuant
to the Note Purchase Agreement in the original principal amount of
$3,000,000.00.
"NOTEHOLDER OBLIGATIONS" shall mean, as the same may have
been or may hereafter be waived, amended, modified, extended, renewed,
supplemented, refinanced, consolidated or replaced from time to time,
all present and future obligations, indebtedness and liabilities of
Borrower to each of Noteholders arising under, evidenced by or in
connection with the Noteholder Documents, including, without
limitation, principal amounts (but not including any additional loans
or advances by Noteholders to Borrower), interest charges, fees,
premiums and all other charges and sums, as well as all costs and
expenses, including reasonable attorneys' fees and expenses, payable
or reimbursable by Borrower to each of Noteholders under or in
connection with the Noteholder Documents, whether direct or indirect,
contingent or noncontingent, matured or unmatured, accrued or not
accrued, liquidated or unliquidated, as well as all claims, demands,
actions, causes of action and judgments arising from or relating to
any of the foregoing and including, without limitation, all claims
against Borrower arising or re-arising on account of or as a result of
any payment made by Borrower or any other person with respect to any
obligations included in this definition which is rescinded or
recovered from any of Noteholders or restored or returned by any of
Noteholders under authority of any law, rule, regulation, order of
court or Governmental Authority, or in connection with any compromise
or settlement relating thereto or relating to any pending or
threatened action, suit or proceeding relating thereto, whether
arising out of any proceedings under the United States Bankruptcy Code
or otherwise.
"NOTEHOLDERS" shall mean, collectively, Principal Mutual
Life Insurance Company, an Iowa corporation, and The Travelers
Insurance Company, a Connecticut corporation.
"PATENT RIGHTS" shall mean all right, title and interest of
each of Debtors, whether now owned or existing or hereafter acquired
or arising, in and to all United States and
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foreign patents, and pending and abandoned United States and foreign
patent applications, including, without limitation, the inventions and
improvements described or claimed therein, together with (a) any
reissues, divisions, continuations, certificates of re-examination,
extensions and continuations-in-part thereof, (b) all present and
future rights of each of Debtors under all present and future license
agreements relating thereto, whether any of Debtors is licensee or
licensor thereunder, (c) all income, royalties, damages and payments
now or hereafter due and/or payable to each of Debtors thereunder or
with respect thereto, including, without limitation, damages and
payments for past, present or future infringements thereof, (d) all
present and future claims of each of Debtors, causes of action of each
of Debtors and rights of each of Debtors to sue for past, present or
future infringements thereof, and (e) all rights corresponding thereto
throughout the world.
"PERSON" shall mean any individual, corporation, limited
liability company, partnership, joint venture, association, trust,
business trust, Governmental Authority (or subdivision, agency or
department thereof) or other entity of any kind.
"RECEIVABLES" shall mean: (a) all present and future
accounts, contract rights, receivables, chattel paper, documents and
promissory notes and other negotiable and non-negotiable instruments
of each of Debtors, not including the Excluded UIC-DEL Note but
including, without limitation, that certain Mortgage Note dated
June 1, 1994, executed and delivered in favor of AAI Microflite
Simulation International Corporation by JMI, a New York partnership,
and Broome County Industrial Development Agency in the original
principal amount of One Million Two Hundred Thousand Dollars
($1,200,000.00), and all certificated securities and other
certificates evidencing capital stock of any person or any other
ownership, equity or other rights in any person or property, together
with all present and future rights, titles, interests, powers,
authorities, options, warrants, privileges and benefits thereof or
accruing or in any way relating thereto, and all present and future
claims, rights, titles and interests of each of Debtors in and to all
present and future payments, receipts, collections, profits, revenues,
dividends, distributions, surplus, income, entitlements, exchanges,
benefits and other avails thereof or in any way relating thereto;
(b) all present and future tax refunds of each of Debtors and all
present and future rights of each of Debtors to refunds or returns of
prepaid expenses, including unearned insurance premiums; (c) all
present and future cash of each of Debtors; (d) all present and future
proceeds of Revolving Credit Loans; (e) all deposit accounts now or
hereafter maintained or established by, for or on behalf of each of
Debtors with any bank or other institution, and all balances of funds
now or hereafter on deposit in all such accounts, including, without
limitation, all checking accounts,
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collection accounts, lockbox accounts, disbursement accounts,
concentration accounts and all other deposit accounts of every kind
and nature; (f) all present and future judgments, orders, awards and
decrees in favor of any of Debtors and causes of action in favor of
any of Debtors; (g) all present and future claims, rights of
indemnification and other rights of each of Debtors under or in
connection with any contracts or agreements to which any of Debtors is
or becomes a party or third party beneficiary; (h) all rights and
claims of each of Debtors with respect to any deposits of money or
other property made with any lessors of any property, insurers,
bonding agents or any other persons; (i) all present and future rights
and claims which any of Debtors may now or hereafter have under any
insurance policies, contracts or coverages now or hereafter in effect;
(j) all goods previously or hereafter returned, repossessed or stopped
in transit, the sale, lease or other disposition of which contributed
to the creation of any account, instrument or chattel paper of any of
Debtors; (k) all present and future rights of each of Debtors as an
unpaid seller of goods, including rights of stoppage in transit,
detinue and reclamation; (l) all rights which any of Debtors may now
or at any time hereafter have, by law or agreement, against any
account debtor or other obligor of any of Debtors, and all rights,
liens and security interests which any of Debtors may now or at any
time hereafter have, by law or agreement, against any property of any
account debtor or other obligor of any of Debtors; (m) all present and
future interests and rights of any of Debtors, including rights to the
payment of money, under or in connection with all present and future
leases and subleases of real or personal property to which any of
Debtors is a party, as lessor, sublessor, lessee or sublessee; and
(n) all present and future contingent and noncontingent rights of each
of Debtors to the payment of money for any reason whatsoever, whether
arising in contract, tort or otherwise, whether or not such rights are
otherwise included in this definition.
"SECURED OBLIGATIONS" shall mean, collectively, the Lender
Obligations, the Noteholder Obligations and the Debtor Obligations.
"SECURED PARTY NOTICE ADDRESS" shall mean 123 South Broad
Street, Philadelphia, Pennsylvania 19109.
"TRADEMARK RIGHTS" shall mean all right, title and interest
of each of Debtors, whether now owned or existing or hereafter
acquired or arising, in and to all domestic and foreign servicemarks,
servicemark registrations, servicemark applications, trademarks,
trademark registrations, trademark applications and trade names,
whether or not registered or filed with any Governmental Authority,
together with (a) all renewals thereof, (b) all present and future
rights of each of Debtors under all present and future license
agreements relating thereto,
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whether any of Debtors is licensee or licensor thereunder, (c) all
income, royalties, damages and payments now or hereafter due and/or
payable to each of Debtors thereunder or with respect thereto,
including, without limitation, damages and payments for past, present
or future infringements thereof, (d) all present and future claims of
each of Debtors, causes of action of each of Debtors and rights of
each of Debtors to sue for past, present or future infringements
thereof, and (e) all rights corresponding thereto throughout the
world.
"UIC NOTEHOLDER GUARANTY" shall mean, as the same may have
been or may hereafter be waived, amended, modified, extended, renewed,
supplemented or replaced from time to time, that certain Guaranty
Agreement dated July 15, 1992, executed and delivered by UIC in favor
of Noteholders.
SECTION 2. SECURITY INTEREST AND COLLATERAL
2.1Grant of Security Interest. As security for the Secured
--------------------------
Obligations, each of Debtors hereby grants to Secured Party, for the
ratable benefit of Lenders, Issuing Bank and Noteholders according to
the provisions of this Agreement and the Intercreditor Agreement, a
lien and continuing security interest in, and pledges and assigns to
Secured Party, for the ratable benefit of Lenders, Issuing Bank and
Noteholders according to the provisions of this Agreement and the
Intercreditor Agreement, the Collateral. Even if any of the Secured
Obligations shall at any time or from time to time be paid in full,
Secured Party's security interest shall continuously exist until all
of the Lender Obligations and all of the Debtor Obligations to each
Lender and Issuing Bank have been paid in full and there exists no
commitment by any of Lenders or Issuing Bank which could give rise to
any Lender Obligations.
2.2 Notices, Additional Documents. Each of Debtors agrees
-----------------------------
to execute and deliver to Secured Party, or cause to be executed and
delivered to Secured Party, from time to time promptly after request
by Secured Party and in form and content satisfactory to Secured
Party, such security agreements, financing statements, amendments of
financing statements, assignments of financing statements, security
interest filing statements, mortgages, deeds of trust, assignments,
notices, consents and other documents as Secured Party may request in
good faith in order to confirm, supplement, preserve, protect or
perfect, or to maintain the perfection of, Secured Party's security
interest in the Collateral and Secured Party's rights under this
Agreement. If any Intellectual Property, or any interest therein,
shall, to the knowledge of any of Debtors, become the subject of any
application, registration or other filing with any Governmental
Authority, each of such Debtors
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agrees to notify Secured Party thereof within fifteen (15) Business
Days after any such filing. If any Receivable, to the knowledge of
any of Debtors, arises out of a contract with the United States of
America or any state, county, municipality or other Governmental
Authority, or any department or agency thereof, each of such Debtors
agrees to notify Secured Party thereof within ten (10) Business Days
after execution of such contract and each of Debtors, if requested by
Secured Party, agrees to execute and deliver to Secured Party, or
cause to be executed and delivered to Secured Party, from time to time
promptly after request by Secured Party and in form and content
satisfactory to Secured Party, such agreements, notices, consents,
assignments, acknowledgments and other documents as Secured Party may
request in good faith, and to do such other things as Secured Party
may request in good faith, in order that all sums due and to become
due to Debtors under or in connection with such contract shall be duly
assigned and paid to Secured Party in accordance with the Federal
Assignment of Claims Act an/or any other laws, rules and regulations
relating to the assignment or payment of such contract and sums.
2.3 Additional Warranties, Agreements Concerning Collateral.
-------------------------------------------------------
Each of Debtors warrants and agrees that: (a) no financing statement,
mortgage, deed of trust, assignment, notice of lien or other security
document publicizing a security interest in or lien upon any of the
Collateral is or will be on file in any recording or filing office,
except for financing statements or other security documents
publicizing Permitted Liens (other than liens for taxes) or security
interests or other liens with respect to which effective and
recordable termination statements or other releases have been
delivered to Secured Party, and the Collateral is and shall remain
free and clear of all Liens except for Permitted Liens; (b) no
Intellectual Property of any of Debtors is the subject of any
application, registration or other filing with any Governmental
Authority (other than foreign Governmental Authorities), including the
United States Patent and Trademark Office and the United States
Copyright Office, except as set forth on the Intellectual Property
Exhibit attached hereto; (c) each of Debtors will not, without Secured
Party's prior written consent, sell, assign, transfer, convey or
lease, or suffer or permit to occur any sale, assignment, transfer,
conveyance or lease of, any of the Collateral, or any interest
therein, except for transactions in the ordinary course of business
and except for transactions expressly permitted by the Credit
Agreement; (d) except as otherwise heretofore disclosed to Secured
Party in writing and except for (i) vehicles of Debtors,
(ii) Collateral in transit to Debtors or to job sites of Debtors,
(iii) Collateral at job sites of Debtors, and (iv) mobile goods of a
type normally used in more than one jurisdiction, all of the tangible
Collateral not in Secured Party's possession is located at the
Collateral Locations and, unless Secured Party shall consent otherwise
in writing,
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shall remain located at the Collateral Locations; (e) in the case of
any item of Equipment or Inventory having a fair market value of Five
Hundred Thousand Dollars ($500,000.00) or more which is located at any
location or locations other than the Collateral Locations for a period
of four (4) months or more, keep Secured Party informed at all times
of the location of such Equipment or Inventory; (f) each of Debtors
will not, without Secured Party's prior written consent, store or
place any Collateral with any warehouseman, artisan, processor,
contractor or bailee, except in the ordinary course of business of
Debtors as now being conducted; (g) each of Debtors will use prudent
business judgment in extending credit to account debtors and other
customers of Debtors; (h) each of Debtors will not permit, consent to
or agree to, without Secured Party's prior written consent, any
material extension, modification or compromise of any kind with
respect to any Receivable, other than in the ordinary course of
business of Debtors; (i) whenever requested by Secured Party and
periodically if Secured Party shall so request, each of Debtors will
promptly deliver to Secured Party, with such indorsements and/or
assignments as Secured Party may from time to time request in good
faith, all promissory notes and other instruments, certificates,
chattel paper, guaranties and documents of title, as well as other
documents requested by Secured Party, previously or hereafter coming
into the possession or control of such Debtor and constituting,
evidencing, securing, guaranteeing or otherwise relating to, any of
the Collateral or proceeds of any of the Collateral; (j) no check,
draft, money order or other item of payment made or applied on account
of any of the Obligations shall constitute a final payment to Secured
Party unless and until the item of payment shall be honored and
finally paid to Secured Party in immediately available funds; and
(k) a carbon, photographic or other reproduction of this Agreement or
any financing statement signed by any of Debtors in connection with
this Agreement shall be sufficient as a financing statement.
2.4 Collateral Collections. Secured Party shall have the
----------------------
right at any time and from time to time, at its option: (a) to
require any or all of Debtors to deposit in a designated Cash
Collateral Account, not later than the second Business Day following
the day on which the same are received, all cash, checks, drafts,
money orders and other items of payment constituting Collateral, or
collections or other proceeds of Collateral; and/or (b) to notify,
and/or to require any or all of Debtors to notify, any or all account
debtors and other obligors of any or all of Debtors in connection with
any or all accounts, promissory notes or other instruments,
guaranties, chattel paper, security agreements, contract rights, tax
refunds or other Receivables or General Intangibles of any of Debtors,
or in connection with any or all other obligations, indebtedness or
liabilities payable to any of Debtors, to make payments thereon
directly to Secured Party or in care of a post office lockbox which
shall be maintained by Secured Party, subject to Secured
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Party's customary arrangements and charges therefor as established by
Secured Party from time to time and which shall be under the exclusive
control of Secured Party, which payments shall be deposited by Secured
Party in a Cash Collateral Account. Subject to applicable agreements
and law, Secured Party shall have the right to apply funds on deposit
in any Cash Collateral Account from time to time to such of the
Secured Obligations, whether matured or unmatured, as Secured Party
may determine in its discretion. Secured Party shall have the right
to indorse the name or names of any or all of Debtors on any
promissory notes or other instruments, acceptances, checks, drafts,
money orders or other items of payment constituting Collateral, or
collections or other proceeds of Collateral, that may come into
Secured Party's possession or control from time to time. Secured
Party shall also have the right to send, or to require any or all of
Debtors to send, to account debtors and other obligors of any or all
of Debtors from time to time requests for verification of accounts and
other amounts which may be due to any or all of Debtors.
2.5 Insurance Proceeds. Each of Debtors hereby assigns to
------------------
Secured Party all proceeds of all insurance policies and coverages
insuring any of the Collateral or any risks associated with any of the
Collateral. After the occurrence and during the continuance of a
Default or an Event of Default, each of Debtors authorizes and directs
each insurance company to pay all such proceeds directly and solely to
Secured Party and not to any of Debtors and Secured Party jointly, and
authorizes and empowers Secured Party to adjust or compromise any loss
under such policies, to collect and receive all such proceeds, and,
for those purposes, to execute and indorse in the name of any or all
Debtors all proofs of loss, drafts, checks and any other documents or
instruments, and any persons making payments to Secured Party under
the terms of this provision are hereby relieved absolutely from any
obligation or responsibility to see to the application of any sums so
paid, which sums, after deduction of all costs and expenses (including
reasonable attorneys' fees) paid or incurred by Secured Party in the
collection and handling thereof, may be applied, at Secured Party's
option but subject to applicable law and agreements, either toward
replacing or restoring the Collateral, in a manner and on terms
satisfactory to Secured Party, or as a credit against such of the
Secured Obligations, whether matured or unmatured, as Secured Party
shall determine in its discretion. Except when a Default or an Event
of Default shall have occurred and be continuing, Debtors shall have
the right to collect the proceeds of any such policies, provided that
all such proceeds collected by Debtors are either applied promptly by
Debtors to repairing, replacing or restoring the Collateral, in a
manner and on terms satisfactory to Secured Party, or paid promptly by
Debtors to Secured Party for application against such of the
Obligations, whether matured or unmatured, as Secured Party shall
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determine in its discretion but subject to applicable law and
agreements.
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SECTION 3. DEFAULT
3.1Remedies. Upon and at any time after the occurrence and during the
--------
continuance of any Event of Default, Secured Party may, without notice
or demand, exercise in any jurisdiction in which enforcement hereof is
sought, the following rights and remedies, in addition to all other
rights and remedies available to Secured Party, Lenders, Issuing Bank
and Noteholders under the Lender Documents and the Noteholder
Documents, the rights and remedies of a secured party under the
Uniform Commercial Code and all other rights and remedies available to
Secured Party under law, all such rights and remedies being cumulative
and enforceable alternatively, successively or concurrently: (a) take
exclusive possession of any or all of the Collateral from time to time
and/or place a custodian in exclusive possession of any or all of the
Collateral from time to time and, so far as any of Debtors may give
authority therefor, enter upon any premises on which any of the
Collateral may be situated and remove the same therefrom, each of
Debtors hereby waiving any and all rights to prior notice and to
judicial hearing with respect to repossession of Collateral, and/or
require any of Debtors, at Debtors' expense, to assemble and deliver
any or all of the Collateral to such place or places as Secured Party
may reasonably request; (b) enforce the liens and security interests
granted to Secured Party hereunder by collecting or liquidating all or
any part of the Collateral or selling, assigning, leasing, renting,
licensing or otherwise disposing of all or any part of the Collateral
or any interest therein, in one or more parcels, at the same or
different times, at public or private sale or disposition, or
otherwise; (c) demand, compromise, collect, sue for and receive any
money or property at any time due, payable or receivable on account of
any or all accounts, promissory notes or other instruments,
guaranties, chattel paper, security agreements, contract rights, tax
refunds or other Receivables or General Intangibles of any or all of
Debtors, or on account of any or all other debts, liabilities or
obligations payable to any or all of Debtors; (d) institute any
proceeding or proceedings to enforce any security interests, liens or
other rights or interests of Secured Party hereunder; (e) sign the
name of any or all of Debtors on any invoices to, drafts against and
other notices and documents to account debtors or other obligors of
any or all of Debtors and requests for verification of accounts and
other amounts which may be due to any or all of Debtors; (f) execute
proofs of claim and loss on behalf of any or all of Debtors;
(g) subject to applicable law and agreements, apply all Collateral and
proceeds of Collateral delivered to Secured Party or coming into
Secured Party's possession or control from time to time to such of the
Secured Obligations, whether matured or unmatured, as Secured Party
may determine in its discretion, or hold the same as security for any
contingent or future Secured Obligations; (h) at Debtors' expense,
continue or complete, or
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cause to be continued or completed, performance of obligations of any
or all of Debtors under any contracts of any or all of Debtors, and
collect all income and revenues therefrom; and/or (i) use, operate,
manage, control and exercise all rights of any or all of Debtors
relating to, the Collateral and any other assets of any or all of
Debtors, and collect all income and revenues therefrom.
3.2 Collateral Dispositions. Each of Debtors agrees that
-----------------------
commercial reasonableness and good faith require Secured Party to give
Debtors no more than ten (10) days prior written notice of the time
and place of any public disposition of Collateral or of the time after
which any private disposition or any other intended disposition is to
be made. All sales or other dispositions of Collateral may be made
for cash, upon credit or for future delivery. In no event shall any
of Debtors be credited with any part of the proceeds of liquidation,
sale or other disposition of any Collateral until final payment
thereon has been received by Secured Party in immediately available
funds, and Secured Party shall have no obligation to delay any
liquidation, sale or other disposition because the same may result in
the imposition of any forfeiture, premium or penalty.
3.3 Expenses. Each of Debtors jointly and severally agrees
--------
to pay to Secured Party, each Lender, each Noteholder and Issuing Bank
upon its demand from time to time, the amount of all expenses,
including reasonable attorneys' fees and expenses, paid or incurred by
it (a) in exercising or enforcing or consulting with counsel
concerning, any of its rights hereunder or under law, or (b) in
defending any and all non-meritorious or previously waived demands,
claims, counterclaims, cross-claims, causes of action, litigation and
proceedings of every kind and nature asserted, commenced or instituted
against it or any of its officers, directors, employees or agents, by
any one or more of Debtors, any Subsidiary of any one or more of
Debtors or any Other Obligor on account of, as a result of or relating
to, any action taken or not taken by Secured Party, any Lender, any
Noteholder or Issuing Bank in connection with the Collateral or
enforcement or exercise by it of any of its rights or remedies under
this Agreement or under law. Each of Debtors also jointly and
severally agrees to pay to Secured Party, each Lender, each Noteholder
and Issuing Bank upon its demand from time to time, interest on the
outstanding amount of such expenses, from the date of demand for
payment of such expenses until the same are paid in full, at the rate
from time to time applicable to Base Rate Loans.
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SECTION 4. ADDITIONAL PROVISIONS
4.1Further Assurances, Power of Attorney. Each of Debtors agrees
-------------------------------------
promptly to do, make, execute and deliver all such additional and
further acts, things, deeds, assurances, instruments and documents as
Secured Party may request in good faith to vest in and assure to
Secured Party its rights hereunder or in any of the Collateral. Each
of Debtors hereby appoints Secured Party and its designees as
attorney-in-fact of such Debtor, irrevocably and with power of
substitution, with authority to execute and deliver from time to time,
in the name and stead of such Debtor, all documents which such Debtor
is required to, but has failed or refused to, execute and deliver to
Secured Party pursuant to this Agreement, and with authority to take
all of the actions from time to time on behalf of such Debtor, and in
the name and stead of such Debtor, which Secured Party is authorized
to take under this Agreement or which Secured Party in its discretion
exercised in good faith deems necessary or advisable in order to cause
such Debtor to be in compliance with any of the terms of this
Agreement or in order to carry out and enforce this Agreement. Said
attorney or designee shall not be liable for any acts of commission or
omission nor for any error of judgment or mistake of fact or law which
does not arise from its gross negligence or willful misconduct. This
power of attorney is coupled with an interest and is irrevocable so
long as any of the Secured Obligations remain unpaid or unperformed or
there exists any commitment by Lenders or Noteholders which could give
rise to any Secured Obligations.
4.2 Waiver of Trial by Jury. Each of Debtors and Secured
-----------------------
Party agrees that any action, suit or proceeding involving any claim,
counterclaim or cross-claim arising out of or in any way relating,
directly or indirectly, to this Agreement, or any liabilities, rights
or interests of any of Debtors, Secured Party or any other person
arising out of or in any way relating, directly or indirectly, to this
Agreement, shall be tried by a court and not by a jury. Each of
Debtors and Secured Party hereby waives any right to trial by jury in
any such action, suit or proceeding, with the understanding and
agreement that this waiver constitutes a waiver of trial by jury of
all claims, counterclaims and cross-claims against all parties to such
actions, suits or proceedings, including claims, counterclaims and
cross-claims against parties who are not parties to this Agreement.
This waiver is knowingly, willingly and voluntarily made by each of
Debtors and Secured Party, and each of Debtors and Secured Party
acknowledges and agrees that this waiver of trial by jury is a
material aspect of the agreements between such Debtors and Secured
Party and that no representations of fact or opinion have been made by
any person to induce this waiver of trial by jury or to modify, limit
or nullify its effect.
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4.3 Additional Waivers. Except in the case of any notices
------------------
specifically required to be given to Debtors by Secured Party, any
Lender, Issuing Bank or any Noteholder pursuant to this Agreement, any
of the Lender Documents or any of the Noteholder Documents, each of
Debtors hereby waives notice of each and every one of the following
acts, events and/or conditions and agrees that, without necessity for
any express reservation of rights against such Debtors, neither the
occurrence or existence of any such act, event or condition, nor
Secured Party's, any Lender's, Issuing Bank's or any Noteholder's
commission of or omission to do any such act, event or condition, in
any number of instances, shall in any way release, discharge, impair
or diminish any of the Secured Obligations, except as otherwise
specifically agreed by Secured Party in writing: (a) the amendment,
modification, renewal, extension or refinancing of, or the granting by
Secured Party, any Lender, Issuing Bank or any Noteholder of any
indulgence of any nature with respect to, or the invalidity,
voidability, unenforceability, compromise, settlement, release,
waiver, discharge or impairment, in whole or in part, of, any of the
Secured Obligations or any obligation of any Other Obligor with
respect to any of the Secured Obligations; (b) any defense of Borrower
or any Other Obligor to payment of any of the Secured Obligations;
(c) the addition of any maker, guarantor, surety, endorser, indemnitor
or other person primarily or secondarily liable for or obligated upon
any of the Secured Obligations; (d) assumption of any of the Secured
Obligations by any other person, whether by assignment, sale, merger,
consolidation, sublease, conveyance or otherwise; (e) delivery to
Secured Party, any Lender, Issuing Bank or any Noteholder or
acceptance by Secured Party, any Lender, Issuing Bank or any
Noteholder of any promissory note or other instrument or writing
evidencing or otherwise relating to any of the Secured Obligations;
(f) the institution of any suit, the obtaining of any judgment or the
exercise of any other right or remedy against any of Debtors,
Borrower, UIC or any Other Obligor; (g) the sale, exchange, pledge,
release, disposition, surrender, loss, destruction, damage to or
impairment of, any Collateral; (h) the creation, perfection,
continuation, amendment, modification, invalidity, voidability,
unenforceability, compromise, settlement, subordination, release,
waiver, discharge, impairment or loss of priority, in whole or in
part, of, any security interest, lien other encumbrance directly or
indirectly securing any of the Obligations; or (i) any other event,
circumstance or condition which might otherwise constitute a legal or
equitable discharge of a surety or a guarantor. Each of Debtors also
hereby waives, to the extent the same may be waived under applicable
law: (a) notice of acceptance by Secured Party of this Agreement;
(b) all claims, causes of action and rights of each of Debtors against
Secured Party on account of actions taken or not taken by Secured
Party in the exercise of Secured Party's rights or remedies under this
Agreement or under law, provided that the
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same did not arise from Secured Party's negligence or willful
misconduct; (c) all claims and causes of action of each of Debtors
against Secured Party for punitive, exemplary, indirect, special,
consequential or other non-compensatory damages; (d) all rights of
redemption of each of Debtors with respect to any of the Collateral;
(e) in the event Secured Party seeks to repossess any or all of the
Collateral by judicial proceedings, any bonds or demands for
possession which otherwise may be required; (f) all rights of each of
Debtors to have marshalled the Collateral or any other security for
any of the Secured Obligations; (g) diligence in the enforcement or
collection of all of the Obligations; (h) presentment, protest, notice
of protest and notice of non-payment with respect to all of the
Secured Obligations; and (i) any duty or obligation of Secured Party
to disclose to any of Debtors any information concerning any other
customer or client, or prospective customer or client, of Secured
Party. Each of Debtors agrees that Secured Party may exercise any or
all of its rights and/or remedies without resorting to, without regard
to, and regardless of the adequacy of, any security or other sources
of liability with respect to any of the Secured Obligations. Neither
any failure nor any delay on the part of Secured Party in exercising
any right, power or remedy shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.
4.4 Modifications, Notices. No modification or waiver of
----------------------
any provision of this Agreement, and no consent by Secured Party to
any failure of any of Debtors to comply with any provision of this
Agreement, shall in any event be effective unless the same shall be in
writing and signed by the person against whom enforcement thereof is
sought, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to
or demand upon any of Debtors in any circumstance shall entitle any of
Debtors to any other or further notice or demand in the same, similar
or other circumstances. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing and
shall be deemed to have been duly given or made when delivered by
hand, or, if earlier, three (3) days after being deposited in the
mail, postage prepaid, or when transmitted by telecopy transmission,
provided that any such notice or communication to any of Debtors shall
be hand-delivered or transmitted to such Debtor or Debtors at the
Debtor Notice Address (or at such other address as such Debtor or
Debtors may specify to Secured Party in writing from time to time),
and any such notice or communication to Secured Party shall be hand-
delivered or transmitted to Secured Party at the Secured Party Notice
Address (or at such other address as Secured Party may specify to
Debtors in writing from time to time).
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4.5 Survival, Merger and Counterparts. All representations,
---------------------------------
warranties, covenants, conditions and agreements contained herein
shall survive the execution and delivery hereof. Each of Debtors
shall continue to observe, comply with and perform all warranties,
covenants, conditions and agreements to be observed, complied with or
performed by such Debtor under this Agreement until all of the Lender
Obligations and all of the Debtor Obligations to each Lender and
Issuing Bank have been paid in full and there exists no commitment by
any of Lenders or Issuing Bank which could give rise to any Lender
Obligations. This Agreement contains the entire agreement of the
parties with respect to the matters covered and the transactions
contemplated hereby and thereby, and no agreement, statement or
promise made by any party hereto, or by any employee, officer, agent
or attorney of any party hereto, which is not contained herein or
therein, shall be valid or binding. This Agreement may be executed in
any number of counterparts and by different parties on separate
counterparts, each of which, when so executed and delivered, shall be
an original, but all such counterparts shall together constitute one
and the same agreement.
4.6 Law, Jurisdiction, Process, Transfers and
-----------------------------------------
Unenforceability. The performance and construction of this Agreement
----------------
shall be governed by the internal laws of the State of Maryland
(exclusive of principles of conflicts of laws). Each of Debtors
agrees that any suit, action or proceeding with respect to the
Collateral or this Agreement may be brought in any state or federal
court located in the State of Maryland. Each of Debtors consents to
the in personam jurisdiction of such courts and each of Debtors
-- --------
irrevocably waives any objection to, and any right of immunity from,
the jurisdiction of such courts or the execution of judgments
resulting therefrom, on the grounds of venue or the convenience of the
forum. In addition, any such suit, action or proceeding instituted by
Secured Party may be brought in such other courts in which
jurisdiction and venue may be appropriate. Each of Debtors agrees
that service of process in any such suit, action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such
Debtor at the Debtor Notice Address (or at such other address as such
Debtor may specify to Secured Party in writing from time to time).
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and each
reference in this Agreement to any of the parties hereto shall be
deemed to include the successors and assigns of such party, including,
in the case of each of Debtors, the debtor, the debtor in possession
and trustee in any case under any chapter of the United States
Bankruptcy Code in which such Debtor is debtor. None of Debtors may
assign this Agreement or any of its rights hereunder without Secured
Party's prior written consent. Subject to applicable law and
agreements, any of Lenders, Issuing Bank or Noteholders may at any
time, in its
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discretion, assign, transfer or pledge to any person, or grant to any
person a security interest in, this Agreement or any of its rights
hereunder. Subject to applicable law and agreements, any of Lenders,
Issuing Bank or Noteholders may sell, in such amounts, upon such terms
and to such persons as it may determine, participations in its
beneficial interests under this Agreement. If any term, provision or
condition, or any part thereof, of this Agreement shall for any reason
be found or held invalid or unenforceable by any court or governmental
agency, such inalidity or unenforceability shall not affect the
remainder of such term, provision or condition, nor any other term,
provision or condition, and this Agreement shall survive and be
construed as if such invalid or unenforceable term, provision or
condition had not been contained herein or therein; provided, however,
that if any rate of interest provided under this Agreement does or
shall exceed the maximum interest rate which any of Debtors is
permitted by law to contract or agree to pay, then such rate of
interest shall immediately be deemed to be reduced to such maximum
rate and all previous payments of interest in excess of the maximum
rate shall be deemed to have been payments in reduction of principal
and not of interest.
IN WITNESS WHEREOF, Debtors and Secured Party have duly
executed this Agreement under seal as of the day and year first
written above.
ATTEST/WITNESS: FIRST FIDELITY BANK, NATIONAL
ASSOCIATION
_________________________
By:__________________________(SEAL)
Michael W. Coiley
Vice President
[SIGNATURES CONTINUED]
[SIGNATURES CONTINUED]
AAI SYSTEMS MANAGEMENT, INC.
AAI/ACL TECHNOLOGIES, INC.
AAI ENGINEERING SUPPORT INC.
AAI CALIFORNIA CARSHELL, INC.
AAI MEDICAL CORPORATION
By:__________________________(SEAL)
-------------------------
Paul J. Michaud
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Vice President of each of the
foregoing Debtors
UIC - DEL. CORPORATION
AAI INTERNATIONAL, INC.
AAI MICROFLITE SIMULATION
INTERNATIONAL CORPORATION
SETI, INC.
------------------------------
By:__________________________(SEAL)
Paul J. Michaud
President of each of the
foregoing Debtors
SYMTRON SYSTEMS, INC.
By:__________________________(SEAL)
-------------------------
Bernard Fein
Chief Executive Officer
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