EXHIBIT 10.2
PLEDGE AND SECURITY AGREEMENT
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THIS PLEDGE AND SECURITY AGREEMENT is entered into as of August 15,
2006 by and among BEST CIRCUIT BOARDS, INC., a Texas corporation, INTEGRATED
PERFORMANCE SYSTEMS, INC., a New York corporation and GLOBAL INNOVATION
CORP., a Delaware corporation (the "Debtors"), and AMEGY BANK N.A., a
national banking association ("Lender") on behalf of itself and its
Affiliates (the "Secured Party").
PRELIMINARY STATEMENT
Debtors and Lender are entering into a Loan Agreement dated of even
date herewith (as it may be amended, restated or modified from time to time,
the "Loan Agreement"). Debtors are entering into this Pledge and Security
Agreement (as it may be amended, restated or modified from time to time, the
"Security Agreement") in order to, among other things, induce Lender to
enter into and extend credit to Debtors under the Loan Agreement.
ACCORDINGLY, Debtors and Secured Party hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Terms Defined in Loan Agreement. All capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in
the Loan Agreement.
1.2 Terms Defined in Texas Uniform Commercial Code. Terms defined in
the Texas Uniform Commercial Code which are not otherwise defined in this
Security Agreement are used herein as defined in the Texas Uniform
Commercial Code as in effect on the date hereof.
1.3 Definitions of Certain Terms Used Herein. As used in this Security
Agreement, in addition to the terms defined in the Preliminary Statement,
the following terms shall have the following meanings:
"Accounts" mean any "account," as such term is defined in
Section 9.102(a)(2) of the UCC, now owned or hereafter acquired by any
Debtor, and, in any event, shall include, without limitation, each of the
following, whether now owned or hereafter acquired by such Debtor: (a) all
rights of such Debtor to payment for goods sold or leased or services
rendered or the license of Intellectual Property, whether or not earned by
performance, (b) all accounts receivable (including Health Care Insurance
Receivables) of such Debtor, (c) all rights of such Debtor to receive any
payment of money or other form of consideration, (d) all security pledged,
assigned, or granted to or held by such Debtor to secure any of the
foregoing, (e) all guaranties of, or indemnifications with respect to, any
of the foregoing, (f) all Chattel Paper, (g) all Instruments, and (h) all
rights of such Debtor as unpaid sellers of goods or services, including, but
not limited to, all rights of stoppage in transit, replevin, reclamation,
and resale.
"Account Debtor" means any Person who is or who may become obligated to
any Debtor under, with respect to, or on account of an Account.
"Article" means a numbered article of this Security Agreement, unless
another document is specifically referenced.
"Chattel Paper" means any "chattel paper", as such term is defined in
Section 9.102(a)(11) of the UCC, now owned or hereafter acquired by any
Debtor and, in any event, shall include, without limitation, all Electronic
Chattel Paper, Tangible Chattel Paper and all records that evidence both a
monetary obligation and a security interest in specific goods, a security
interest in specific goods and software used in the goods, or a lease of
specific goods, now owned or hereafter acquired by such Debtor.
"Collateral" means all Accounts, Chattel Paper, Documents, Equipment,
General Intangibles, Letter of Credit Rights, Commercial Tort Claims,
Instruments, Inventory, Intellectual Property, Deposit Accounts, including
all funds, certificates, checks, drafts, wire transfer receipts, and other
earnings, profits, or other proceeds from time to time representing,
evidencing, deposited into, or held in Deposit Accounts, and Other
Collateral, wherever located, in which any Debtor now has or hereafter
acquires any right or interest, and the Proceeds, insurance proceeds and
products thereof, together with all books and records, customer lists,
credit files, computer files, programs, printouts and other computer
materials and records related thereto.
"Commercial Tort Claims" means any "commercial tort claim", as such
term is defined in Section 9.102(a)(13) of the UCC, now owned or hereafter
acquired by any Debtor and in any event, shall include, without limitation,
any claim now owned or hereafter acquired by such Debtor, arising in tort
with respect to which: (a) the claimant is an organization; or (b) the
claimant is an individual and the claim (i) arose in the course of the
claimant's business or profession and (ii) does not include damages arising
out of personal injury to or the death of an individual.
"Control" shall have the meaning set forth in Chapter 8 and Chapter 9
of the UCC.
"Deposit Accounts" means any "deposit account", as such term is defined
in Section 9.102(a)(29) of the UCC, now owned or hereafter acquired by any
Debtor and in any event, shall include, without limitation, any and all
deposit accounts or other bank accounts now owned or hereafter acquired or
opened by such Debtor, and any account which is a replacement or substitute
for any of such accounts, including, without limitation, those deposit
accounts identified on Exhibit A.
"Documents" means any "document", as such term is defined in
Section 9.102(a)(30) of the UCC, now owned or hereafter acquired by any
Debtor, including without limitation all bills of lading, dock warrants,
dock receipts, warehouse receipts and orders for the delivery of goods, and
also any other document which in the regular course of business or financing
is treated as adequately evidencing that the person in possession of it is
entitled to receive, hold and dispose of the document and the goods it
covers.
"Electronic Chattel Paper" means any "electronic chattel paper", as
such term is defined in Section 9.102(a)(31) of the UCC, now owned or
hereafter acquired by any Debtor.
"Equipment" means any "equipment", as such term is defined in
Section 9.102(a)(33) of the UCC, now owned or hereafter acquired by any
Debtor and, in any event, shall include, without limitation, all machinery,
equipment, furnishings, Fixtures and vehicles now owned or hereafter
acquired by such Debtor and any and all additions, substitutions, and
replacements of any of the foregoing, wherever located, together with all
attachments, components, parts, equipment, and accessories installed thereon
or affixed thereto.
"Exhibit" refers to a specific exhibit to this Security Agreement,
unless another document is specifically referenced.
"General Intangibles" means any "general intangibles", as such term is
defined in Section 9.102(a)(42) of the UCC, now owned or hereafter acquired
by any Debtor and, in any event, shall include, without limitation, each of
the following, whether now owned or hereafter acquired by such Debtor: (a)
all of such Debtor's trade secrets, Intellectual Property, registrations,
renewal rights, goodwill franchises, licenses, permits, proprietary
information, customer lists, designs, and inventions, (b) all of such
Debtor's books, records, data, plans, manuals, computer software, and
computer programs, (c) all of such Debtor's contract rights, partnership
interests, joint venture interests, securities, deposit accounts, investment
accounts, certificates of deposit, and investment property, (d) all rights
of such Debtor to payment under letters of credit and similar agreements,
(e) all tax refunds and tax refund claims of such Debtor, (f) all choses in
action and causes of action of such Debtor (whether arising in contract,
tort, or otherwise and whether or not currently in litigation) and all
judgments in favor of such Debtor, (g) all rights and claims of such Debtor
under warranties and indemnities, and (h) all rights of such Debtor under
any insurance, surety, or similar contract or arrangement.
"Instrument" means any "instrument", as such term is defined in
Section 9.102(a)(47) of the UCC, now owned or hereafter acquired by any
Debtor, other than stock and other securities, and in any event, shall
include, without limitation, all promissory notes, drafts, bills of exchange
and trade acceptances of such Debtor, whether now owned or hereafter
acquired.
"Intellectual Property" means the copyrights, copyright licenses,
patents, patent licenses, trademarks, and trademark licenses now owned or
hereafter acquired by any Debtor.
"Inventory" means any "inventory", as such term is defined in
Section 9.102(a)(48) of the UCC, now owned or hereafter acquired by any
Debtor, and, in any event, shall include, without limitation, each of the
following, whether now owned or hereafter acquired by such Debtor: (a) all
goods and other personal property of such Debtor that are held for sale or
lease or to be furnished under any contract of service, (b) all raw
materials, work-in-process, finished goods, inventory, supplies, and
materials of such Debtor, (c) all wrapping, packaging, advertising, and
shipping materials of such Debtor, (d) all goods that have been returned to,
repossessed by, or stopped in transit by such Debtor, and (e) all Documents
evidencing any of the foregoing.
"Letter-of-Credit Right" means any "letter-of-credit right", as such
term is defined in Section 9.102(a)(51) of the UCC, now owned or hereafter
acquired by any Debtor, and in any event, shall include, without limitation,
any right to payment or performance under a letter of credit, whether or not
the beneficiary has demanded or is at the time entitled to demand payment or
performance (but shall not include any right of a beneficiary to demand
payment or performance under a letter of credit), now owned or hereafter
acquired by such Debtor.
"Obligations" means:
(a) each Debtor's obligations and indebtedness under the Loan
Agreement, any Swap Contract, each Loan Document and this Security
Agreement;
(b) all future advances by Lender or its Affiliates to any Debtor;
(c) all costs and expenses, including, without limitation, all
reasonable attorneys' fees and legal expenses, incurred by Lender or
its Affiliates to preserve and maintain the Collateral, collect the
obligations herein described, and enforce this Security Agreement;
(d) all other obligations, indebtedness, and liabilities of each
Debtor to Lender or its Affiliates, now existing or hereafter arising,
regardless of whether such obligations, indebtedness, and liabilities
are similar, dissimilar, related, unrelated, direct, indirect, fixed,
contingent, primary, secondary, joint, several, or joint and several;
(e) all amounts owed under any extension, renewal, or modification
of any of the foregoing; and
(f) any of the foregoing that arises after the filing of a
petition by or against any Debtor under the Bankruptcy Code, even if
the obligations due do not accrue because of the automatic stay under
Bankruptcy Code S 362 or otherwise.
"Other Collateral" means any property of any Debtor, other than real
estate, not included within the defined terms Accounts, Chattel Paper,
Documents, Equipment, General Intangibles, Instruments, Letter-of-Credit
Rights, Commercial Tort Claims, Inventory, Deposit Accounts, including all
funds, certificates, checks, drafts, wire transfer receipts, and other
earnings, profits, or other proceeds from time to time representing,
evidencing, deposited into, or held in Deposit Accounts, including, without
limitation, all cash on hand and all deposit accounts or other deposits
(general or special, time or demand, provisional or final) with any bank or
other financial institution, it being intended that the Collateral include
all property of any Debtor other than real estate.
"Proceeds" means any "proceeds," as such term is defined in
Section 9.102(a)(65) of the UCC and, in any event, shall include, but not be
limited to, (a) any and all proceeds of any insurance, indemnity, warranty,
or guaranty payable to any Debtor from time to time with respect to any of
the Collateral, (b) any and all payments (in any form whatsoever) made or
due and payable to any Debtor from time to time in connection with any
requisition, confiscation, condemnation, seizure, or forfeiture of all or
any part of the Collateral by any Governmental Authority (or any person
acting under color of Governmental Authority), and (c) any and all other
amounts from time to time paid or payable under or in connection with any of
the Collateral.
"Receivables" means the Accounts, Chattel Paper, Documents,
Instruments, or Commercial Tort Claims, and any other rights or claims to
receive money which are General Intangibles or which are otherwise included
as Collateral.
"Section" means a numbered Section of this Security Agreement, unless
another document is specifically referenced.
"Secured Obligations" means the Obligations, including without
limitation any such Obligations incurred or accrued during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
whether or not allowed or allowable in such proceeding.
"Tangible Chattel Paper" means any "tangible chattel paper", as such
term is defined in Section 9.102(a)(79) of the UCC, now owned or hereafter
acquired by any Debtor.
"UCC" means the Uniform Commercial Code as in effect in the State of
Texas, as the same has been or may be amended or revised from time to time,
or, if so required with respect to any particular Collateral by mandatory
provisions of applicable law, as in effect in the jurisdiction in which such
Collateral is located.
The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.
ARTICLE II
GRANT OF SECURITY INTEREST
2.1 Security Interest. Each Debtor hereby pledges, assigns and grants
to Secured Party (including their Affiliates), a security interest in all of
such Debtor's right, title and interest in and to the Collateral to secure
the prompt and complete payment and performance of the Secured Obligations.
If the security interest granted hereby in any rights of any Debtor under
any contract included in the Collateral is expressly prohibited by such
contract, then the security interest hereby granted therein nonetheless
remains effective to the extent allowed by Article or Chapter 9 of the UCC
or other applicable law but is otherwise limited by that prohibition.
Secured Party acknowledges that the attachment of its security interest in
any Commercial Tort Claim as Collateral is subject to each Debtor's
compliance with Section 4.15.
2.2 Debtors Remain Liable. Notwithstanding anything to the contrary
contained herein, (a) each Debtor shall remain liable under the contracts
and agreements included in the Collateral to the extent set forth therein to
perform all of its respective duties and obligations thereunder to the same
extent as if this Security Agreement had not been executed, (b) the exercise
by Secured Party of any of its rights hereunder shall not release any Debtor
from any of its duties or obligations under the contracts and agreements
included in the Collateral, and (c) Secured Party shall not have any
obligation or liability under any of the contracts and agreements included
in the Collateral by reason of this Security Agreement, nor shall Secured
Party be obligated to perform any of the obligations or duties of any Debtor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.
2.3 Authorization to File Financing Statements. Each Debtor hereby
irrevocably authorizes Secured Party at any time and from time to time to
file in any UCC jurisdiction any initial financing statements and amendments
thereto that (a) indicate the Collateral (i) as all assets of such Debtor or
words of similar effect, regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article or Chapter 9
of the UCC, or (ii) as being of an equal or lesser scope or with greater
detail, and (b) contain any other information required by subchapter E of
Chapter 9 of the UCC for the sufficiency or filing office acceptance of any
financing statement or amendment, including (A) whether such Debtor is an
organization, the type of organization and any organization identification
number issued to such Debtor and (B) in the case of a financing statement
filed as a fixture filing or indicating Collateral as as-extracted
collateral or timber to be cut, a sufficient description of real property to
which the Collateral relates. Each Debtor agrees to furnish any such
information to Secured Party promptly upon request.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Debtor represents and warrants to Secured Party that:
3.1 Title, Authorization, Validity and Enforceability. Each Debtor has
good and valid rights in and title to the Collateral with respect to which
it has purported to grant a security interest hereunder, free and clear of
all Liens except for Liens permitted under Section 4.1.6, and has full power
and authority to grant to Secured Party the security interest in such
Collateral pursuant hereto. The execution and delivery by each Debtor of
this Security Agreement has been duly authorized by proper corporate
proceedings, and this Security Agreement constitutes a legal, valid and
binding obligation of such Debtor and creates a security interest which is
enforceable against such Debtor in all now owned and hereafter acquired
Collateral. When financing statements have been filed in the appropriate
offices against each Debtor in the locations listed on Exhibit C, Secured
Party will have a fully perfected first priority security interest in that
Collateral in which a security interest may be perfected by filing, subject
only to Liens permitted under Section 4.1.6.
3.2 Conflicting Laws and Contracts. Neither the execution and delivery
by any Debtor of this Security Agreement, the creation and perfection of the
security interest in the Collateral granted hereunder, nor compliance with
the terms and provisions hereof will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on such Debtor or
such Debtor's articles or certificate of incorporation, bylaws, articles of
organization or operating agreement or other charter documents, as the case
may be, the provisions of any indenture, instrument or agreement to which
such Debtor is a party or is subject, or by which it, or its property, is
bound, or conflict with or constitute a default thereunder, or result in the
creation or imposition of any Lien pursuant to the terms of any such
indenture, instrument or agreement (other than any Lien of Secured Party).
3.3 Principal Location. Each Debtor's mailing address, and the location
of its chief executive office and of the books and records relating to the
Receivables, are disclosed in Exhibit D; no Debtor has any other places of
business except those set forth in Exhibit D.
3.4 Property Locations. The Inventory, Equipment and Fixtures are
located solely at the locations described in Exhibit D. All of said
locations are owned by a Debtor except for locations (i) which are leased by
a Debtor as lessee and designated in Part B of Exhibit D and (ii) at which
Inventory is held in a public warehouse or is otherwise held by a bailee or
on consignment as designated in Part C of Exhibit D, with respect to which
Inventory such Debtor has delivered bailment agreements, warehouse receipts,
financing statements or other documents satisfactory to the Banks to protect
the Secured Party's security interest in such Inventory.
3.5 Deposit Account. Exhibit A correctly identifies all deposit
accounts owned by each Debtor and the institutions holding such accounts.
3.6 Litigation. There is no litigation investigation or governmental
proceeding threatened against any Debtor or any of its properties which if
adversely determined would have a material adverse effect on the Collateral
or the financial condition, operations, or business of such Debtor.
3.7 No Other Names. No Debtor has conducted business under any name
except the name in which it has executed this Security Agreement.
3.8 No Event of Default. No Event of Default exists.
3.9 Accounts and Chattel Paper. The names of the obligors, amounts
owing, due dates and other information with respect to the Accounts and
Chattel Paper are and will be correctly stated in all records of each Debtor
relating thereto and in all invoices and reports with respect thereto
furnished to Secured Party by each Debtor from time to time. As of the time
when each Account or each item of Chattel Paper arises, each Debtor shall be
deemed to have represented and warranted that such Account or Chattel Paper,
as the case may be, and all records relating thereto, are genuine and in all
respects what they purport to be.
3.10 No Financing Statements. No financing statement describing all or
any portion of the Collateral which has not lapsed or been terminated naming
any Debtor as debtor has been filed in any jurisdiction except (i) financing
statements naming the Secured Party as the secured party, and (ii) as
permitted by Section 4.1.6.
3.11 Federal Employer Identification Number. Each Debtor's Federal
employer identification number is as listed on Exhibit E.
ARTICLE IV
COVENANTS
From the date of this Security Agreement, and thereafter until this
Security Agreement is terminated:
4.1 General.
4.1.1 Inspection. Each Debtor will permit Secured Party,
by its representatives and agents (i) to inspect the Collateral,
(ii) to examine and make copies of the records of such Debtor relating
to the Collateral and (iii) to discuss the Collateral and the related
records of such Debtor with, and to be advised as to the same by, such
Debtor's officers and employees (and, in the case of any Receivable,
with any person or entity which is or may be obligated thereon), all at
such reasonable times and intervals as Secured Party may determine, and
all at such Debtor's expense.
4.1.2 Taxes. Each Debtor will pay when due all taxes,
assessments and governmental charges and levies upon the Collateral,
except those which are being contested in good faith by appropriate
proceedings and with respect to which no Lien exists.
4.1.3 Records and Reports; Notification of Event of
Default. Each Debtor will maintain complete and accurate books and
records with respect to the Collateral, and furnish to Secured Party
such reports relating to the Collateral as Secured Party shall from
time to time request. Each Debtor will give prompt notice in writing
to Secured Party of the occurrence of any Event of Default and of any
other development, financial or otherwise, which might materially and
adversely affect the Collateral. Each Debtor shall mark its books and
records to reflect the security interest of Secured Party under this
Security Agreement.
4.1.4 Financing Statements and Other Actions; Defense of
Title. Each Debtor will execute and deliver to Secured Party all
financing statements and other documents and take such other actions as
may from time to time be requested by Secured Party in order to
maintain a first perfected security interest in and, in the case of
Deposit Accounts, Letter-of-Credit-Rights, and Electronic Chattel
Paper, Control of, the Collateral. Each Debtor will take any and all
actions necessary to defend title to the Collateral against all persons
and to defend the security interest of the Secured Party in the
Collateral and the priority thereof against any Lien not expressly
permitted hereunder.
4.1.5 Disposition of Collateral. No Debtor will sell,
lease or otherwise dispose of the Collateral except (i) prior to the
occurrence of an Event of Default, dispositions specifically permitted
pursuant to the Loan Agreement, (ii) until such time following the
occurrence of an Event of Default, as such Debtor receives a notice
from Secured Party instructing such Debtor to cease such transactions,
sales or leases of Inventory in the ordinary course of business, and
(iii) until such time as such Debtor receives a notice from Secured
Party pursuant to Article VII, proceeds of Inventory and Accounts
collected in the ordinary course of business.
4.1.6 Liens. No Debtor will create, incur, or suffer to
exist any Lien on the Collateral except (i) the security interest
created by this Security Agreement, and (ii) other Liens permitted
pursuant to the Loan Agreement.
4.1.7 Change in Location, Jurisdiction of Organization or
Name. No Debtor will (i) have any Inventory, Equipment or Fixtures or
proceeds or products thereof (other than Inventory and proceeds thereof
disposed of as permitted by Section 4.1.5) at a location other than a
location specified in Exhibit D, (ii) maintain records relating to the
Receivables at a location other than at the location specified on
Exhibit D, (iii) maintain a place of business at a location other than
a location specified on Exhibit D, (iv) change its name or taxpayer
identification number, (v) change its mailing address, or (vi) change
its jurisdiction of organization, unless such Debtor shall have given
Secured Party not less than 30 days' prior written notice thereof, and
the Secured Party shall have determined that such change will not
adversely affect the validity, perfection or priority of Secured
Party's security interest in the Collateral.
4.1.8 Other Financing Statements. No Debtor will sign or
authorize the signing on its behalf of any financing statement naming
it as debtor covering all or any portion of the Collateral, except as
permitted by Section 4.1.6.
4.2 Receivables.
4.2.1 Certain Agreements on Receivables. No Debtor will
make or agree to make any discount, credit, rebate or other reduction
in the original amount owing on a Receivable or accept in satisfaction
of a Receivable less than the original amount thereof, except that,
prior to the occurrence of an Event of Default, such Debtor may reduce
the amount of Accounts arising from the sale of Inventory in accordance
with its present policies and in the ordinary course of business.
4.2.2 Collection of Receivables. Except as otherwise
provided in this Security Agreement, each Debtor will collect and
enforce, at such Debtor's sole expense, all amounts due or hereafter
due to such Debtor under the Receivables.
4.2.3 Delivery of Invoices. Each Debtor will deliver to
Secured Party immediately upon its request after the occurrence of an
Event of Default duplicate invoices with respect to each Account
bearing such language of assignment as Secured Party shall specify.
4.2.4 Disclosure of Counterclaims on Receivables. If
(i) any discount, credit or agreement to make a rebate or to otherwise
reduce the amount owing on a Receivable exists or (ii) if, to the
knowledge of any Debtor, any dispute, setoff, claim, counterclaim or
defense exists or has been asserted or threatened with respect to a
Receivable, each Debtor will disclose such fact to Secured Party in
writing in connection with the inspection by the Secured Party of any
record of such Debtor relating to such Receivable and in connection
with any invoice or report furnished by such Debtor to Secured Party
relating to such Receivable.
4.3 Inventory and Equipment.
4.3.1 Maintenance of Goods. Each Debtor will do all
things necessary to maintain, preserve, protect and keep the Inventory
and the Equipment in good repair and working and saleable condition.
4.3.2 Insurance. Each Debtor will (i) maintain fire and
extended coverage insurance on the Inventory and Equipment containing a
lender's loss payable clause in favor of Secured Party, and providing
that said insurance will not be terminated except after at least 30
days' written notice from the insurance company to Secured Party,
(ii) maintain such other insurance on the Collateral for the benefit of
Secured Party as Secured Party shall from time to time request,
(iii) furnish to Secured Party upon the request of Secured Party from
time to time the originals of all policies of insurance on the
Collateral and certificates with respect to such insurance and
(iv) maintain general liability insurance naming Secured Party as an
additional insured.
4.3.3 Inventory Warranties. Each Debtor warrants and
represents that (i) Secured Party may rely, without independent
investigation, on all statements or representations made by it on or
with respect to any borrowing base report and, (ii) unless otherwise
indicated in writing by the Debtors (in which case any such affected
Inventory shall not be considered Eligible Inventory), each of the
criteria set forth in the definition of "Eligible Inventory" has been
met with respect to all Inventory included as Eligible Inventory on any
borrowing base report.
4.3.4 Safekeeping of Inventory; Inventory Covenants.
Secured Party shall not be responsible for (i) the safekeeping of the
Inventory; (ii) any loss or damage thereto or destruction thereof
occurring or arising in any manner or fashion from any cause; (iii) any
diminution in the value of Inventory or (iv) any act or default of any
carrier, warehouseman, bailee or forwarding agency or any other Person
in any way dealing with or handling the Inventory, except to the extent
that any Debtor incurs any loss, cost, claim or damage from any of the
foregoing as a result of the gross negligence or willful misconduct of
Secured Party. All risk of loss, damage, distribution or diminution in
value of the Inventory shall, except as noted in the previous sentence,
be borne by the Debtors.
4.3.5 Records and Schedules of Inventory. Each Debtor
shall keep correct and accurate daily records on an average cost basis,
itemizing and describing the kind, type, quality and quantity of
Inventory, such Debtor's cost therefor and selling price thereof, and
the daily withdrawals therefrom and additions thereto and Inventory
then on consignment, and shall, at the request of the Secured Party,
furnish to the Secured Party, daily copies of the working papers
related thereto and, at the times required under the Loan Agreement, a
current borrowing base report, based on the FIFO cost assumption. A
physical count of the Inventory shall be conducted no less often than
annually and a report based on such count of Inventory shall promptly
thereafter be provided to Secured Party together with such supporting
information including, without limitation invoices relating to such
Debtor's purchase of goods listed in said report, as Secured Party
shall, in its sole and absolute discretion, request.
4.3.6 Returned and Repossessed Inventory. If at any time
prior to the occurrence of an Event of Default, any Account Debtor
returns any Inventory to any Debtor with a value in excess of
$250,000.00, such Debtor shall promptly determine the reason for such
return and, if such Debtor accepts such return, issue a credit
memorandum (with a copy to be sent to the Secured Party if the Secured
Party has so requested) in the appropriate amount to such Account
Debtor. After the occurrence of an Event of Default, each Debtor shall
hold all returned Inventory in trust for Secured Party, shall segregate
all returned Inventory from all other property of such Debtor or in its
possession and shall conspicuously label said returned Inventory as the
property of Secured Party. Each Debtor shall, in all cases,
immediately notify Secured Party of the return of any Inventory with a
value in excess of $250,000.00, specifying the reason for such return
and the location and condition of the returned Inventory.
4.4 Instruments, Chattel Paper, and Documents. Each Debtor will
(i) deliver to Secured Party immediately upon execution of this Security
Agreement the originals of all Chattel Paper, and Instruments (if any then
exist), (ii) hold in trust for Secured Party upon receipt and immediately
thereafter deliver to Secured Party any Chattel Paper and Instruments
constituting Collateral, and (iii) upon Secured Party's request, deliver to
Secured Party (and thereafter hold in trust for Secured Party upon receipt
and immediately deliver to Secured Party) any Document evidencing or
constituting Collateral.
4.5 Intentionally Deleted.
4.6 Intentionally Deleted.
4.7 Accounts.
4.7.1 Account Warranties. Each Debtor warrants and
represents that (i) Secured Party may, in determining which Accounts
listed on any borrowing base report are Eligible Accounts, rely without
independent investigation on all statements or representations made by
it on or with respect to any such borrowing base report and,
(ii) unless otherwise indicated in writing by the Debtors (in which
case such Account shall not be considered an Eligible Account), each of
the criteria set forth in the definition of "Eligible Account" has been
met with respect to each Account included as an Eligible Account on any
borrowing base report.
4.7.2 Verification of Accounts. Secured Party shall have
the right, at any time or times hereafter, in its name or in the name
of a nominee of Secured Party, to verify the validity, amount or any
other matter relating to any Accounts, by mail, telephone, telegraph or
otherwise.
4.7.3 Disputed Accounts; Limitation on Modification of
Accounts. Each Debtor shall give Secured Party prompt written notice
of any Accounts in excess of $250,000.00 previously shown as Eligible
Accounts on a borrowing base report which are in dispute between any
Account Debtor and such Debtor. Each borrowing base report shall
identify all disputed Accounts (which shall not be included as Eligible
Accounts) and disclose with respect thereto, in reasonable detail, the
reason for the dispute, all claims related thereto and the amount in
controversy. No Debtor will, without Secured Party's prior written
consent, grant any extension of the time for payment of any of the
Accounts, compromise, compound or settle the same for less than the
full amount thereof, release, wholly or partly, any Person liable for
the payment thereof, or allow any credit or discount whatsoever thereon
other than trade discounts granted in the ordinary course of business
of such Debtor.
4.7.4 Appointment of the Agent as Attorney-in-Fact. Each
Debtor hereby irrevocably designates, makes, constitutes and appoints
Secured Party (and all persons designated by Secured Party),
exercisable after the occurrence of an Event of Default, as its true
and lawful attorney-in-fact, and authorizes Secured Party, in such
Debtor's or Secured Party's name, to: (i) demand payment of Accounts;
(ii) enforce payment of Accounts by legal proceedings or otherwise;
(iii) exercise all of such Debtor's rights and remedies with respect to
proceedings brought to collect an Account; (iv) sell or assign any
Account upon such terms, for such amount and at such time or times as
Secured Party deems advisable; (v) settle, adjust, compromise, extend
or renew an Account; (vi) discharge and release any Account; (vii) take
control in any manner of any item of payment or proceeds thereof;
(viii) prepare, file and sign such Debtor's name on any proof of claim
in bankruptcy or other similar document against an Account Debtor;
(ix) endorse such Debtor's name upon any items of payment or proceeds
thereof and deposit the same in Secured Party's account on account of
the Obligations; (x) endorse such Debtor's name upon any chattel paper,
document, instrument, invoice, or similar document or agreement
relating to any Account or any goods pertaining thereto; (xi) sign such
Debtor's name on any verification of Accounts and notices thereof to
Account Debtor; (xii) notify the post office authorities to change the
address for delivery of such Debtor's mail to an address designated by
Secured Party, have access to any lock box or postal box into which any
of such Debtor's mail is deposited, and open and dispose of all mail
addressed such Debtor, and (xiii) do all acts and things which are
necessary, in Secured Party's sole discretion, to fulfill such Debtor's
obligations under this Security Agreement.
4.7.5 Notice to Account Borrower. Secured Party may, in
its sole discretion, at any time or times after an Event of Default has
occurred and is continuing, and without prior notice to any Debtor,
notify any or all Account Debtors that the Accounts have been assigned
to Secured Party and that Secured Party has a security interest
therein. Secured Party may direct any or all Account Debtors to make
all payments upon the Accounts directly to Secured Party. Secured
Party shall furnish the Debtors with a copy of such notice.
4.8 Deposit Accounts. Each Debtor will (i) upon Secured Party's
request, notify each bank or other financial institution in which it
maintains a Deposit Account or other deposit (general or special, time or
demand, provisional or final) of the security interest granted to Secured
Party hereunder and cause each such bank or other financial institution to
acknowledge such notification in writing and (ii) upon Secured Party's
request, deliver to each such bank or other financial institution a letter,
in form and substance acceptable to the Secured Party, transferring dominion
and control over each such account to Secured Party.
4.9 Federal, State or Municipal Claims. Each Debtor will notify Secured
Party of any Collateral which constitutes a claim against a Governmental
Authority, or any instrumentality or agency thereof, the assignment of which
claim is restricted by federal, state or municipal law.
4.10 Warehouse Receipts Non-Negotiable. Each Debtor agrees that if any
warehouse receipt or receipt in the nature of a warehouse receipt is issued
with respect to any of its inventory, such warehouse receipt or receipt in
the nature thereof shall not be "negotiable" (as such term is used in
Section 7-104 of the UCC).
4.11 Mortgagee's and Landlord Waivers. Each Debtor shall cause each
mortgagee of real property owned by such Debtor (upon request by Secured
Party) and each landlord of real property leased by such Debtor to execute
and deliver instruments satisfactory in form and substance to Secured Party
by which such mortgagee or landlord waives their rights, if any, in the
Collateral.
4.12 Compliance with Agreements. Each Debtor shall comply in all
material respects with all mortgages, deeds of trust, instruments, and other
agreements binding on it or affecting its properties or business.
4.13 Compliance with Laws. Each Debtor shall comply with all applicable
laws, rules, regulations, and orders of any court or Governmental Authority.
4.14 Commercial Tort Claims. If any Debtor at any time holds or
acquires a Commercial Tort Claim, such Debtor shall immediately notify
Secured Party in writing of the details thereof and grant to Secured Party
in writing a security interest therein or lien thereon and in the Proceeds
thereof, in form and substance satisfactory to Secured Party.
4.15 Letters-of-Credit Rights. If any Debtor is at any time a
beneficiary under a letter of credit now or hereafter issued in favor of any
Debtor, such Debtor shall promptly notify Secured Party thereof in writing
and, at Secured Party's request, such Debtor shall, pursuant to an agreement
in form and substance satisfactory to Secured Party, either (a) arrange for
the issuer or any confirmer of such letter of credit to consent to an
assignment to Secured Party of the proceeds of any drawing under the letter
of credit or (b) arrange for Secured Party to become the transferee
beneficiary of the letter of credit, with Secured Party agreeing, in each
case, that the proceeds of any drawing under the letter of credit are to be
applied as provided in the Loan Agreement.
4.16 Further Assurances. At any time and from time to time, upon the
request of Secured Party, and at the sole expense of the Debtors, each
Debtor shall promptly execute and deliver all such further instruments and
documents and take such further action as Secured Party may deem necessary
or desirable to preserve and perfect its security interest in the Collateral
and carry out the provisions and purposes of this Security Agreement,
including, without limitation, (a) the execution and filing of such
financing statements as Secured Party may require and (b) the deposit of all
certificates of title issuable with respect to any of the Collateral and
noting thereon the security interest hereunder. A carbon, photographic, or
other reproduction of this Security Agreement or of any financing statement
covering the Collateral or any part thereof shall be sufficient as a
financing statement and may be filed as a financing statement. Each Debtor
shall promptly endorse and deliver to Secured Party all documents,
instruments, and chattel paper that it now owns or may hereafter acquire.
ARTICLE V
DEFAULT
5.1 Acceleration and Remedies. Upon the occurrence of an Event of
Default under the Loan Agreement or any other Loan Document, Secured Party
may exercise any or all of the following rights and remedies:
5.1.1 Those rights and remedies provided in this Security
Agreement, the Loan Agreement, or any other Loan Document, provided
that this Section 5.1.1 shall not be understood to limit any rights or
remedies available to Secured Party prior to an Event of Default.
5.1.2 Those rights and remedies available to a secured
party under the UCC (whether or not the UCC applies to the affected
Collateral) or under any other applicable law (including, without
limitation, any law governing the exercise of a bank's right of setoff
or bankers' lien) when a debtor is in default under a security
agreement.
5.1.3 Without notice except as specifically provided in
Section 8.1 or elsewhere herein, sell, lease, assign, grant an option
or options to purchase or otherwise dispose of the Collateral or any
part thereof in one or more parcels at public or private sale, for
cash, on credit or for future delivery, and upon such other terms as
Secured Party may deem commercially reasonable.
5.2 Debtors' Obligations Upon Event of Default. Upon the request of
Secured Party after the occurrence of an Event of Default, each Debtor will:
5.2.1 Assembly of Collateral. Assemble and make available
to Secured Party the Collateral and all records relating thereto at any
place or places specified by Secured Party.
5.2.2 Secured Party Access. Permit Secured Party, by
Secured Party's representatives and agents, to enter any premises where
all or any part of the Collateral, or the books and records relating
thereto, or both, are located, to take possession of all or any part of
the Collateral and to remove all or any part of the Collateral.
5.3 License. Secured Party is hereby granted a license or other right
to use, following the occurrence and during the continuance of an Event of
Default, without charge, each Debtor's labels, patents, copyrights, rights
of use of any name, trade secrets, trade names, trademarks, service marks,
customer lists and advertising matter, or any property of a similar nature,
as it pertains to the Collateral, in completing production of, advertising
for sale, and selling any Collateral, and, following the occurrence and
during the continuance of an Event of Default, each Debtor's rights under
all licenses and all franchise agreements shall inure to Secured Party's
benefit. In addition, each Debtor hereby irrevocably agrees that Secured
Party may, following the occurrence and during the continuance of an Event
of Default, sell any of such Debtor's Inventory directly to any Person,
including without limitation Persons who have previously purchased such
Debtor's Inventory from such Debtor and in connection with any such sale or
other enforcement of Secured Party's rights under this Security Agreement,
may sell Inventory which bears any trademark owned by or licensed to such
Debtor and any Inventory that is covered by any copyright owned by or
licensed to such Debtor and Secured Party may finish any work in process and
affix any trademark owned by or licensed to such Debtor and sell such
Inventory as provided herein.
ARTICLE VI
WAIVERS, AMENDMENTS AND REMEDIES
No delay or omission of Secured Party to exercise any right or remedy
granted under this Security Agreement shall impair such right or remedy or
be construed to be a waiver of any Event of Default, or an acquiescence
therein, and any single or partial exercise of any such right or remedy
shall not preclude any other or further exercise thereof or the exercise of
any other right or remedy. No waiver, amendment or other variation of the
terms, conditions or provisions of this Security Agreement whatsoever shall
be valid unless in writing signed by Secured Party and then only to the
extent in such writing specifically set forth. All rights and remedies
contained in this Security Agreement or by law afforded shall be cumulative
and all shall be available to Secured Party until the Secured Obligations
have been paid in full.
ARTICLE VII
PROCEEDS; COLLECTION OF RECEIVABLES
7.1 Lockboxes. Upon request of Secured Party, each Debtor shall execute
and deliver to Secured Party irrevocable lockbox agreements in the form
provided by or otherwise acceptable to Secured Party, which agreements shall
be accompanied by an acknowledgment by the bank where the lockbox is located
of the Lien of Secured Party granted hereunder and of irrevocable
instructions to wire all amounts collected therein to a special collateral
account at Secured Party.
7.2 Collection of Receivables. Upon the occurrence and continuation of
a an Event of Default, Secured Party may at any time in its sole discretion,
by giving the Debtors written notice, elect to require that the Receivables
be paid directly to Secured Party. In such event, each Debtor shall, and
shall permit Secured Party to, promptly notify the Account Debtors or
obligors under the Receivables of the Banks' interest therein and direct
such Account Debtors or obligors to make payment of all amounts then or
thereafter due under the Receivables directly to Secured Party. Upon
receipt of any such notice from Secured Party, each Debtor shall thereafter
hold in trust for Secured Party, all amounts and proceeds received by it
with respect to the Receivables and Other Collateral and immediately and at
all times thereafter deliver to Secured Party all such amounts and proceeds
in the same form as so received, whether by cash, check, draft or otherwise,
with any necessary endorsements. Secured Party shall hold and apply funds
so received as provided by the terms of Sections 7.3 and 7.4.
7.3 Special Collateral Account. Secured Party may require all cash
proceeds of the Collateral to be deposited in a special cash collateral
account with Secured Party and held there as security for the Secured
Obligations. No Debtor shall have control whatsoever over said cash
collateral account. If no Event of Default has occurred or is continuing,
Secured Party shall from time to time deposit the collected balances in said
cash collateral account into any Debtor's general operating account with
Secured Party. If any Event of Default has occurred and is continuing,
Secured Party may, from time to time, apply the collected balances in said
cash collateral account to the payment of the Secured Obligations whether or
not the Secured Obligations shall then be due.
7.4 Application of Proceeds. After the occurrence and during the
continuation of an Event of Default, the proceeds of the Collateral shall be
applied by Secured Party to payment of the Secured Obligations in such
manner and order as Secured Party may elect in its sole discretion.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Notice of Disposition of Collateral. Each Debtor hereby waives
notice of the time and place of any public sale or the time after which any
private sale or other disposition of all or any part of the Collateral may
be made. To the extent such notice may not be waived under applicable law,
any notice made shall be deemed reasonable if sent to any Debtor, addressed
as set forth in Article IX, at least 10 days prior to (i) the date of any
such public sale or (ii) the time after which any such private sale or other
disposition may be made.
8.2 Compromises and Collection of Collateral. Each Debtor and Secured
Party recognize that setoffs, counterclaims, defenses and other claims may
be asserted by obligors with respect to certain of the Receivables, that
certain of the Receivables may be or become uncollectible in whole or in
part and that the expense and probability of success in litigating a
disputed Receivable may exceed the amount that reasonably may be expected to
be recovered with respect to a Receivable. In view of the foregoing, each
Debtor agrees that Secured Party may at any time and from time to time, if
an Event of Default has occurred and is continuing, compromise with the
obligor on any Receivable, accept in full payment of any Receivable such
amount as Secured Party in its sole discretion shall determine or abandon
any Receivable, and any such action by Secured Party shall be commercially
reasonable so long as Secured Party acts in good faith based on information
known to it at the time it takes any such action.
8.3 Secured Party Performance of Debtors' Obligations. Without having
any obligation to do so, Secured Party may perform or pay any obligation
which any Debtor has agreed to perform or pay in this Security Agreement and
each Debtor shall, jointly and severally, reimburse Secured Party for any
amounts paid by Secured Party pursuant to this Section 8.3. Each Debtor's
obligation to reimburse Secured Party pursuant to the preceding sentence
shall be a Secured Obligation payable on demand.
8.4 Authorization for Secured Party to Take Certain Action. Each Debtor
irrevocably authorizes Secured Party at any time and from time to time in
the sole discretion of Secured Party and appoints Secured Party as its
attorney in fact (i) to execute on behalf of such Debtor as debtor and to
file financing statements necessary or desirable in the Secured Party's sole
discretion to perfect and to maintain the perfection and priority of Secured
Party's security interest in the Collateral, (ii) to indorse and collect any
cash proceeds of the Collateral, (iii) to file a carbon, photographic or
other reproduction of this Security Agreement or any financing statement
with respect to the Collateral as a financing statement in such offices as
the Secured Party in its sole discretion deems necessary or desirable to
perfect and to maintain the perfection and priority of Secured Party's
security interest in the Collateral, (iv) to contact and enter into one or
more agreements with the issuers of uncertificated securities which are
Collateral and which are Securities or with financial intermediaries holding
other Investment Property as may be necessary or advisable to give Secured
Party Control over such Securities or other Investment Property, (v) subject
to the terms of Section 4.1.4, to enforce payment of the Receivables in the
name of Secured Party or such Debtor, (vi) to apply the proceeds of any
Collateral received by Secured Party to the Secured Obligations as provided
in Article VII and (vii) to discharge past due taxes, assessments, charges,
fees or Liens on the Collateral (except for such Liens as are specifically
permitted hereunder), and such Debtor agrees to reimburse Secured Party on
demand for any payment made or any expense incurred by Secured Party in
connection therewith, provided that this authorization shall not relieve any
Debtor of any of its obligations under this Security Agreement or under the
Loan Agreement.
8.5 Specific Performance of Certain Covenants. Each Debtor acknowledges
and agrees that a breach of any of the covenants contained in
Sections 4.1.4, 4.1.6, 4.4, 5.3, or 8.7 or in Article VII will cause
irreparable injury to Secured Party, that Secured Party has no adequate
remedy at law in respect of such breaches and therefore agrees, without
limiting the right of Secured Party to seek and obtain specific performance
of other obligations of such Debtor contained in this Security Agreement,
that the covenants of such Debtor contained in the Sections referred to in
this Section 8.5 shall be specifically enforceable against such Debtor.
8.6 Use and Possession of Certain Premises. Upon the occurrence of an
Event of Default, Secured Party shall be entitled to occupy and use any
premises owned or leased by any Debtor where any of the Collateral or any
records relating to the Collateral are located until the Secured Obligations
are paid or the Collateral is removed therefrom, whichever first occurs,
without any obligation to pay such Debtor for such use and occupancy.
8.7 Dispositions Not Authorized. No Debtor is authorized to sell or
otherwise dispose of the Collateral except as set forth in Section 4.1.5 and
notwithstanding any course of dealing between any Debtor and the Secured
Party or other conduct of the Secured Party, no authorization to sell or
otherwise dispose of the Collateral (except as set forth in Section 4.1.5)
shall be binding upon Secured Party unless such authorization is in writing
signed by Secured Party.
8.8 Benefit of Agreement. The terms and provisions of this Security
Agreement shall be binding upon and inure to the benefit of the Debtors,
Secured Party and their respective successors and assigns, except that no
Debtor shall have the right to assign its rights or delegate its obligations
under this Security Agreement or any interest herein, without the prior
written consent of Secured Party.
8.9 Survival of Representations. All representations and warranties of
each Debtor contained in this Security Agreement shall survive the execution
and delivery of this Security Agreement.
8.10 Taxes and Expenses. Any taxes (including income taxes) payable or
ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by each Debtor, together with interest and
penalties, if any. Debtors shall jointly and severally reimburse Secured
Party for any and all out-of-pocket expenses and internal charges (including
reasonable attorneys', auditors' and accountants' fees and reasonable time
charges of attorneys, paralegals, auditors and accountants who may be
employees of Secured Party) paid or incurred by Secured Party in connection
with the preparation, execution, delivery, administration, collection and
enforcement of this Security Agreement and in the audit, analysis,
administration, collection, preservation or sale of the Collateral
(including the expenses and charges associated with any periodic or special
audit of the Collateral). Any and all costs and expenses incurred by each
Debtor in the performance of actions required pursuant to the terms hereof
shall be borne solely by such Debtor.
8.11 Headings. The title of and section headings in this Security
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security
Agreement.
8.12 Termination. This Security Agreement shall continue in effect
(notwithstanding the fact that from time to time there may be no Secured
Obligations outstanding) until (i) the Loan Agreement has terminated
pursuant to its express terms and (ii) all of the Secured Obligations have
been indefeasibly paid and performed in full and no commitments of Secured
Party which would give rise to any Secured Obligations are outstanding.
8.13 Entire Agreement. This Security Agreement embodies the entire
agreement and understanding between the Debtors and Secured Party relating
to the Collateral and supersedes all prior agreements and understandings
between the Debtors and Secured Party relating to the Collateral.
8.14 CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
8.15 INDEMNITY. EACH DEBTOR HEREBY AGREES TO INDEMNIFY SECURED PARTY
AND ITS RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS,
AND EXPENSES OF ANY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ALL
EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT SECURED PARTY
IS A PARTY THERETO) IMPOSED ON, INCURRED BY OR ASSERTED AGAINST SECURED
PARTY OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, AND
EMPLOYEES, IN ANY WAY RELATING TO OR ARISING OUT OF THIS SECURITY AGREEMENT,
OR THE MANUFACTURE, PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP, DELIVERY,
LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OR OTHER
DISPOSITION OF ANY COLLATERAL (INCLUDING, WITHOUT LIMITATION, LATENT AND
OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE BY THE SECURED PARTY OR THE
DEBTORS, AND ANY CLAIM FOR PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT).
ARTICLE IX
NOTICES
9.1 Sending Notices. Any notice required or permitted to be given under
this Security Agreement shall be sent (and deemed received) in the manner
and to the addresses set forth in the Loan Agreement. All such notices to
any Guarantor hereunder shall be given or made at the appropriate address or
telecopier number of Borrower in accordance with the Loan Agreement.
9.2 Change in Address for Notices. Each of the Debtors and Secured
Party may change the address for service of notice upon it by a notice in
writing to the other parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Debtors and Secured Party have executed this
Security Agreement as of the date first above written.
BORROWER:
--------
BEST CIRCUIT BOARDS, INC.,
a Texas corporation
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
INTEGRATED PERFORMANCE SYSTEMS, INC.,
a New York corporation
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
GLOBAL INNOVATION CORP.,
a Delaware corporation
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
LENDER:
------
AMEGY BANK N.A.
By:
--------------------------------
Lisa Armstrong
Vice President - Commercial Lending
EXHIBIT A
---------
Deposit Accounts
----------------
Account No. [ deleted for confidentiality ] maintained at Amegy Bank N.A.
EXHIBIT B
---------
Not Applicable
--------------
EXHIBIT C
---------
UCC Filing Jurisdictions
------------------------
Debtor Jurisdiction
------ ------------
Best Circuit Boards, Inc. Texas Secretary of State
Integrated Performance Systems, Inc. New York Secretary of State
Global Innovation Corp. Delaware Secretary of State
EXHIBIT D
---------
Locations
---------
Principal Place of Business and Mailing Address:
----------------------------
901 Hensley Lane
Wylie, Texas 75098
Attention: _________________
Location(s) of Receivables Records (if different from Principal Place of
Business above):
Locations of Inventory and Equipment and Fixtures:
(A) Properties Owned by each Debtor (indicate which):
(B) Properties Leased by each Debtor (indicate which) (include
Landlord's Name):
Rowlett Business park 2, Block 5, Lot 20.1, Rowlett, Texas
(Jacco Investments - Landlord)
(C) Public Warehouses or other Locations pursuant to Bailment
or Consignment Arrangements for each Debtor (indicate which)
(include name of Warehouse Operator or other Bailee or
Consignee):
EXHIBIT E
Federal Employer Identification Number
Federal Employer
Debtor Identification Number
------ ---------------------
Best Circuit Boards, Inc. [ deleted for confidentiality ]
Integrated Performance Systems, Inc. [ deleted for confidentiality ]
Global Innovation Corp.