EXHIBIT 4.14
SECURITY AGREEMENT (Pledged Collateral)
In consideration of the obligations of General Scanning, Inc. (the
"Borrower" or the "Pledgor") to Fleet National Bank (the "Bank") pursuant to a
Loan Agreement between the Borrower and the Bank of even date herewith (the
"Loan Agreement"), the Pledgor assigns, transfers and delivers to the Bank the
collateral described on Exhibit A attached hereto and made a part hereof,
together with any additions to or substitutions for said property and any and
all proceeds of the same, all of which shall hereinafter be referred to as
"Collateral". The Bank may receive the income and any distribution thereon and
hold the same as Collateral for the Obligations, whether or not an event of
default has occurred, or apply the same to any defaulted Obligation.
Upon an event of default hereunder, or upon default in the payment or
performance of any of the Obligations, and at any time or times thereafter, upon
demand and notice, the Bank may sell or otherwise dispose of any or all of the
Collateral and may exercise any and all rights and remedies accorded to it by
Article 9 of the Massachusetts Uniform Commercial Code, as amended from time to
time, or otherwise accorded by law, all as the Bank or any authorized person
acting for it may determine, including, without limitation of the foregoing,
bidding and/or becoming purchaser at any public sale, free from any right of
redemption, which the Pledgor hereby waives and releases, and no purchaser shall
be responsible for the application of the purchase money. The Pledgor agrees
that ten (10) days notice will be deemed reasonable.
The Bank at its option, whether or not any event of default has occurred
hereunder or as to any Obligations, may, but shall have no obligation to do so,
demand, sue for, collect, or make any compromise or settlement it deems
desirable with reference to the Collateral, including, without limitation, the
exercise of all rights of a secured party or mortgagee as to any security for
any Collateral. The Bank shall have no duty as to collection or protection of
any Collateral or any income or distribution thereon nor as to the preservation
of any rights, including, without limitation, rights against prior parties,
beyond safekeeping of the Collateral.
No delay or omission by the Bank in exercising or enforcing any of its
rights, powers, privileges, remedies, immunities or discretions (all of which
are hereinafter collectively referred to as the "Bank's rights and remedies")
hereunder shall constitute a waiver thereof; and no waiver by the Bank of any
default of the Borrower hereunder shall operate as a waiver of any other default
hereunder. No term or provision hereof shall be waived, altered or modified
except with the prior written consent of the Bank, which consent makes explicit
reference to this Agreement. Except as provided in the preceding sentence, no
other agreement or transaction, of whatsoever nature, entered into between the
Bank and the Borrower at any time (whether before, during or after the effective
date or term of this Agreement), shall be construed as a waiver, modification or
limitation of any of the Bank's rights and remedies under this Agreement (nor
shall anything in this Agreement be construed as a waiver, modification or
limitation of any of the Bank's rights and remedies under any such other
agreement or transaction), but all of the Bank's rights and remedies not only
under the provisions of this Agreement but also of any such other agreement or
transaction shall be cumulative and not
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alternative or exclusive, and may be exercised by the Bank at such time or times
and in such order of preference as the Bank in its sole discretion may
determine.
If any provision of this Agreement or portion of such provision or the
application thereof to any person or circumstance shall to any extent be held
invalid or unenforceable, the remainder of this Agreement (or the remainder of
such provision) and the application thereof to other persons or circumstances
shall not be affected thereby.
This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto, and shall remain in
full force and effect (and the Bank shall be entitled to rely thereon, until
payment of all Obligations under the Loan Agreement or until terminated as to
future transactions by written notice from either party to the other party of
the termination hereof; provided that any such termination shall not release or
affect any Collateral in which the Bank already has a security interest or any
Obligations incurred or rights accrued hereunder prior to the effective date of
such notice (as hereinafter defined) of such termination. Notwithstanding any
such termination, the Bank shall have a security interest in all Collateral to
secure the payment and performance of Obligations arising after such termination
as a result of commitments or undertakings made or entered into by the Bank
prior to such termination with Borrower subject to the limitations contained in
the Loan Agreement. The Bank may transfer and assign this Agreement and deliver
the Collateral to the assignee, who accepts all of the rights and obligations
hereunder.
This Agreement is intended to take effect as a sealed instrument and has
been executed or completed and is to be performed in the Commonwealth of
Massachusetts, and it and all transactions hereunder or pursuant hereto shall be
governed as to interpretation, validity, effect, rights, duties and remedies of
the parties hereunder and in all other respects by the domestic laws of the
Commonwealth of Massachusetts.
Witness our hand as of this 28th day of June, 2002.
WITNESS: PLEDGOR:
GENERAL SCANNING, INC.
/s/ Eileen Casal By: /s/ Thomas R. Swain
Eileen Casal Thomas R. Swain, Treasurer
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EXHIBIT A
COLLATERAL
CUSIP No.XXXXXXXX
In the name of: General Scanning, Inc.
Which represents ten million dollars (US$10,000,000) for a Massachusetts State
Bond, with details as follows:
Series A
Due on April 25, 2003
Taxable yield of 3.25%
Purchased on March 28, 2002 (393 days)
Yield of 1.993% to maturity
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