BORROWERS GENERAL SECURITY AGREEMENT
BORROWERS SECURITY AGREEMENT, dated as of January 31, 1989, as amended and
restated through July 31, 1995, made by REX RADIO AND TELEVISION, INC., an Ohio
corporation ('Rex Radio'), KELLY & COHEN APPLIANCES, INC., an Ohio Corporation
('Kelly'), STEREO TOWN, INC., a Georgia corporation ('Stereo Town'), and REX
KANSAS, INC., a Kansas corporation ('Rex Kansas' and together with Rex Radio,
Kelly and Stereo Town, each a 'Debtor' and, jointly and severally, the
'Debtors'), and NATWEST BANK N.A. ('NatWest'), as agent (in such capacity,
referred to herein as 'Secured Party') for the several banks and other financial
institutions (the 'Lenders') from time to time parties to the Amended and
Restated Loan Agreement dated as of July 31, 1995 (as it may be further
amended, modified or supplemented from time to time, the 'Loan Agreement'; terms
used herein and not otherwise defined herein shall have the meanings assigned
thereto in the Loan Agreement).
WHEREAS, Rex Radio, Kelly, Stereo Town and NatWest USA Credit Corp. (in
such capacity, the 'Original Lender') entered into several Loan Agreements, each
dated as of January 31, 1989, and Rex Kansas and the Original Lender entered
into a Loan Agreement dated as of May 31, 1994 (collectively, the 'Original Loan
Agreements');
WHEREAS, in connection with the Original Loan Agreements, Rex Radio, Kelly
and Stereo Town entered into several General Security Agreements with the
Original Lender, each dated as of January 31, 1989, and Rex Kansas and the
Original Lender entered into a General Security Agreement dated as of May 31,
1994 (collectively, the 'Original Security Agreements');
WHEREAS, the parties to the Original Security Agreements wish to amend and
restate the Original Security Agreements as set forth below to, among other
things, combine the Original Security Agreements in one security agreement in
the form hereof.
NOW, THEREFORE, the parties hereto agree that the Original Security
Agreements shall hereby be combined and shall be amended and restated in their
entirety as follows:
1. In consideration of one or more loans, advances, or other financial
accommodations at any time before, at or after the date hereof made or extended
by Secured Party to or for the
account of Debtors, directly or indirectly, as principals, guarantors or
otherwise, at the sole discretion of Secured Party in each instance, each
Debtor hereby grants to Secured Party a continuing security interest in and a
right of setoff against, and each Debtor hereby assigns to Secured Party, the
Collateral described in Paragraph 2, to secure the payment, performance and
observance of all Obligations (as such term is defined in the Loan Agreement,
and as used hereinafter, the 'Obligations').
2. The Collateral is described on Schedule A annexed hereto as part hereof
and on any separate schedule(s) at any time or from time to time furnished by
Debtors to Secured Party (all of which are hereby deemed part of this Security
Agreement).
3. Each Debtor warrants, represents and covenants that: (a) the chief
executive office and other places of business of such Debtor, the books and
records relating to the Collateral and the Collateral are, and have been during
the four-month period prior to the date hereof, located at the addresses set
forth below and no Debtor will change any of the same, or merge or consolidate
with any person or change its name, without prior written notice to and consent
of Secured Party; (b) the Collateral is and will be used in each Debtor's
business and not for personal, family, household or farming use; (c) the
Collateral is now, and at all times will be, owned by Debtors free and clear of
all liens, security interests, claims and encumbrances, except as set permitted
under Section 7.03 of the Loan Agreement; (d) no Debtor will assign, sell,
lease, transfer, or otherwise dispose of or abandon, nor will any Debtor suffer
or permit any of the same to occur with respect to, any Collateral, without
prior written notice to and consent of Secured Party, except for the sale or
lease from time to time in the ordinary course of business of such items of the
Collateral as may constitute inventory, and the inclusion of 'proceeds' of the
Collateral under the security interest granted herein shall not be deemed a
consent by Secured Party to any sale or other disposition of any Collateral
except as expressly permitted herein or in the Loan Agreement; (e) each Debtor
has made, and will continue to make, payment or deposit, or otherwise has
provided and will provide for the payment, when due, of all taxes, assessments
or contributions or other public or private charges which have been or may be
levied or assessed against such Debtor, whether with respect to any Collateral,
to any wages or salaries paid by such Debtor, or otherwise, and will deliver to
Secured Party, on demand, certificates or other evidence satisfactory to Secured
Party attesting thereto; (f) Debtors will use the Collateral for lawful purposes
only, with all reasonable care and caution and in conformity with all applicable
laws, ordinances and regulations; (g) Debtors will keep the Collateral in
first-class order, repair, running and marketable condition, at Debtors' sole
cost and expense; (h) Secured Party shall at all times have free access to and
right of inspection of the
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Collateral and any records pertaining thereto (and the right to make
extracts from and to receive from Debtors originals or true copies of
such records and any papers and instruments relating to any Collateral upon
request therefor) and each Debtor hereby grants to Secured Party a security
interest in all such records, papers and instruments to secure the payment,
performance and observance of the Obligations; (i) the Collateral is now and
shall remain personal property, and no Debtor will permit any Collateral to
become a fixture without prior written notice to and consent of Secured Party
and without first making all arrangements, and delivering, or causing to be
delivered, to Secured Party all instruments and documents, including, without
limitation, waivers and subordination agreements by any landlords or mortgagees,
requested by and satisfactory to Secured Party to preserve and protect the
primary security interest granted herein against all persons; (j) Debtors, at
their sole cost and expense, will insure the Collateral in the name of and with
loss or damage payable solely to Secured Party, as its interest may appear,
against such risks, with such companies and in such amounts, as may be required
by Secured Party from time to time (all such policies providing 30 days' minimum
written notice of cancellation to Secured Party) and Debtors will deliver to
Secured Party the original or duplicate policies, or certificates or other
evidence satisfactory to Secured Party attesting thereto, and Debtors will
promptly notify Secured Party of any loss or damage to any Collateral or arising
from its use; (k) at its option, Secured Party may apply any insurance monies
received at any time to the cost of repairs to or replacements for the
Collateral and/or to payment of the Obligations, whether or not due, in any
order Secured Party may deter- mine, any surplus (after payment of all costs,
reasonable attorneys' fees and disbursements) to be remitted to the applicable
Debtor who shall remain liable for any deficiency; (l) each Debtor will, at its
sole cost and expense, perform all acts and execute all documents requested by
Secured Party from time to time to evidence, perfect, maintain or enforce
Secured Party's primary security interest granted herein or otherwise in
furtherance of the provisions of this Security Agreement; (m) at any time and
from time to time, Debtors shall, at their own sole cost and expense, execute
and deliver to Secured Party such financing statements pursuant to the Uniform
Commercial Code ('UCC'), applications for certificate of title and other papers,
documents or instruments as may be requested by Secured Party in connection with
this Security Agreement, and Debtors hereby authorizes Secured Party to execute
and file at any time and from time to time one or more financing statements or
copies thereof or of this Security Agreement with respect to the Collateral
signed only by Secured Party; (n) in its discretion, Secured Party may, at any
time and from time to time, whether or not a Default (as hereinafter defined)
has occurred, in its name or the applicable Debtor's or otherwise, notify any
account debtor or obligor of any account, contract, document, instrument,
chattel paper or general
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intangible included in the Collateral to make payment to Secured Party;
(o) in its discretion, Secured Party may, at any time and from time to
time, whether or not a Default has occurred, demand, sue for, collect or
receive any money or property at any time payable or receivable on account of or
in exchange for, or make any compromise or settlement deemed desirable by
Secured Party with respect to, any Collateral, and/or extend the time of
payment, arrange for payment in installments, or otherwise modify the
terms of, or release, any Collateral or Obligations, all without notice
to or consent by Debtor and without otherwise discharging or affecting
the Obligations, the Collateral or the security interest granted herein;
(p) in its discretion, Secured Party may, at any time and from time
to time, for the account of Debtors, pay any amount or do any act
required of any Debtor hereunder and which any Debtor fails to do or pay, and
any such payment shall be deemed an advance by Secured Party to Debtors for
which Debtors shall be, jointly and severally, obligated to pay on demand
together with interest at the highest rate then payable on any of the
Obligations; (q) Debtors will pay Secured Party for any sums, costs, and
expenses which Secured Party may pay or incur pursuant to the provisions of this
Security Agreement or in negotiating, executing, per- fecting, defending,
protecting or enforcing this Security Agreement or the security interest granted
herein or in enforcing payment of the Obligations or otherwise in connection
with the provisions hereof, including but not limited to court costs, collection
charges, travel expenses, and reasonable attorneys' fees, all of which, together
with interest at the highest rate then payable on any of the Obligations, shall
be part of the Obligations and be payable on demand; (r) in its discretion,
Secured Party may, at any time and from time to time, transfer to or register in
the name of Secured Party or its nominee any Collateral consisting of
securities, and, whether or not so transferred or registered, Secured Party
shall be entitled to receive and retain all income, dividends (including stock
dividends and rights to subscribe) and other distributions thereon as part of
the Collateral and to exchange any such Collateral upon the reorganization,
recapitalization, or readjustment of any entity issuing such securities and to
exercise all rights with respect thereto as if it were the absolute owner
thereof, provided that until the occurrence of a Default and whether or not the
Collateral is transferred to or registered in the name of Secured Party or its
nominee, Debtors shall be entitled to exercise the right to vote such Collateral
and, if the Collateral has been so transferred or registered, Secured Party
shall take such action as Debtor may reasonably request to enable Debtors to
exercise such right for any purpose which is not inconsistent with the terms of
this Security Agreement or the Obligations and which would not have an adverse
effect on the value of the Collateral; (s) any proceeds of the Collateral
received by any Debtor shall not be commingled with other property of such
Debtor, but shall be segregated, held by such Debtor in trust for Secured Party,
and immediately
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delivered to Secured Party in the form received, duly endorsed in blank
where appropriate to effectuate the provisions hereof, the same to be held
by Secured Party as additional Collateral hereunder or, at Secured Party's
option, to be applied to payment of the Obligations, whether or not due and in
any order; (t) in its sole discretion, Secured Party may, at any time and from
time to time, assign, transfer or deliver to any transferee of any Obligations,
any Collateral, whereupon Secured Party shall be fully discharged from all
responsibility and the transferee shall be vested with all powers and rights of
Secured Party hereunder with respect thereto, but Secured Party shall retain all
rights and powers with respect to any Collateral not assigned, transferred or
delivered; (u) except for any tradenames set forth below, no Debtor has during
the five-year period prior to the date hereof been known by or used any
tradename, fictitious name or any corporate name other than such Debtor's name
as set forth next to its signature below; and (v) if the Collateral hereunder
includes any 'margin stock' as defined in Regulation U or G of the Federal
Reserve Board, none of the proceeds of any loans or advances which are part of
the Obligations will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin stock or for the purpose of maintaining,
reducing or retiring any indebtedness of any Debtor which was originally
incurred to purchase any securities which are currently margin stock.
4. For the purposes of this Security Agreement, an Event of Default under
and as defined in the Loan Agreement shall be referred to herein as a 'Default.'
5. Upon the occurrence of any Default and at any time thereafter, Secured
Party may, without notice to or demand upon any Debtor, declare any Obligations
immediately due and payable and Secured Party shall have the following rights
and remedies (to the extent permitted by applicable law) in addition to all
rights and remedies of a secured party under the UCC or of Secured Party under
the Obligations, all such rights and remedies being cumulative, not exclusive
and enforceable alternatively, successively or concurrently:
(a) Secured Party may at any time and from time to time, with or without
judicial process or the aid and assistance of others, enter upon any premises in
which any Collateral may be located and, without resistance or interference by
Debtor, take possession of the Collateral; and/or dispose of any Collateral on
any such premises; and/or require Debtor to assemble and make available to
Secured Party at the joint and several expense of Debtor any Collateral at any
place and time designated by Secured Party which is reasonably convenient to
both parties; and/or remove any Collateral from any such premises for the
purpose of effecting sale or other disposition thereof (and if any of the
Collateral consists of motor vehicles, Secured Party may use the
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applicable Debtor's license plates); and/or sell, resell, lease, assign
and deliver, grant options for or otherwise dispose of any Collateral
in its then condition or following any commercially reasonable preparation
or processing, at public or private sale or proceedings or otherwise, by
one or more contracts, in one or more parcels, at the same or different
times, with or without having the Collateral at the place of sale or
other disposition, for cash and/or credit, and upon any terms, at such place(s)
and time(s) and to such person(s) as Secured Party deems best, all without
demand, notice or advertisement whatsoever except that where an applicable
statute requires reasonable notice of sale or other disposition each Debtor
hereby agrees that the sending of five days' notice by ordinary mail, postage
prepaid, to any address of Debtors set forth in this Security Agreement shall be
deemed reasonable notice thereof. If any Collateral is sold by Secured Party
upon credit or for future delivery, Secured Party shall not be liable for the
failure of the purchaser to pay for same and in such event Secured Party may
resell such Collateral. Secured Party may buy any Collateral at any public sale
and, if any Collateral is of a type customarily sold in a recognized market or
is of the type which is the subject of widely distributed standard price
quotations, Secured Party may buy such Collateral at private sale and in each
case may make payment therefor by any means. Secured Party may apply the cash
proceeds actually received from any sale or other disposition to the reasonable
expenses of retaking, holding, preparing for sale, selling, leasing and the
like, to reasonable attorneys' fees and all legal, travel and other expenses
which may be incurred by Secured Party in attempting to collect the Obligations
or enforce this Security Agreement or in the prosecution or defense of any
action or proceeding related to the subject matter of this Security Agreement;
and then to the Obligations in such order and as to principal or interest as
Secured Party may desire; and Debtors shall remain jointly and severally liable
and will pay Secured Party on demand any deficiency remaining, together with
interest thereon at the highest rate then payable on the Obligations and the
balance of any expenses unpaid, with any surplus to be paid to Debtors, subject
to any duty of Secured Party imposed by law to the holder of any subordinate
security interest in the Collateral known to Secured Party. Debtors recognize
that Secured Party may be unable to effect a public sale of Collateral
consisting of securities by reason of certain prohibitions contained in the
Securities Act of 1933, but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire such securities for their own account, for investment
and not with a view to the distribution or resale thereof. Each Debtor agrees
that any such Collateral sold at any such private sale may be sold at a price
and upon other terms less favorable to the seller than if sold at public sale
and that each such private sale shall be deemed to have been made in a
commercially reasonable manner. Secured Party shall have no obligation to
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delay sale of any such securities for the period of time necessary to permit
the issuer of such securities, even if such issuer would agree, to register
such securities for public sale under the Securities Act of 1933.
(b) Secured Party may appropriate, set off and apply to the payment of the
Obligations, any Collateral in or coming into the possession of Secured Party or
its agents, without notice to Debtors and in such manner as Secured Party may in
its discretion determine.
(c) Secured Party may exercise all voting rights and other powers with
respect to Collateral consisting of securities as if it were the absolute owner
thereof, the exercise of which shall not adversely affect the security interest
granted herein or the Obligations.
6. To effectuate the terms and provisions hereof, each Debtor hereby
designates and appoints Secured Party and each of its designees or agents as
attorney-in-fact of such Debtor, irrevocably and with power of substitution,
with authority to: receive, open and dispose of all mail addressed to any Debtor
and notify the Post Office authorities to change the address for delivery of
mail addressed to such Debtor to such address as Secured Party may designate;
endorse the name of such Debtor on any notes, acceptances, checks, drafts, money
orders, instruments or other evidences of Collateral that may come into Secured
Party's possession; sign the name of such Debtor on any invoices, documents,
drafts against and notices to account debtors or obligors of such Debtor,
assignments and requests for verification of accounts; execute proofs of claim
and loss; execute endorsements, assignments or other instruments of conveyance
or transfer; adjust and compromise any claims under insurance policies or
otherwise; execute releases; and do all other acts and things necessary or
advisable in the sole discretion of Secured Party to carry out and enforce this
Security Agreement or the Obligations. All acts done under the foregoing
authorization are hereby ratified and approved and neither Secured Party nor any
designee or agent thereof shall be liable for any acts of commission or
omission, for any error of judgment or for any mistake of fact or law. This
power of attorney being coupled with an interest is irrevocable while any
Obligations shall remain unpaid.
7. Secured Party shall have the duty to exercise reasonable care in the
custody and preservation of any Collateral in its possession, which duty shall
be fully satisfied if Secured Party maintains safe custody of such Collateral,
and, with respect to any maturities, calls, conversions, exchanges, redemptions,
offers, tenders or similar matters relating to any such Collateral constituting
securities (herein called 'events'), (i) Secured Party exercises reasonable care
to ascertain the
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occurrence and to give reasonable notice to Debtors of any events applicable
to any securities which are registered and held in the name of Secured
Party or its nominee, (ii) Secured Party gives Debtors reasonable notice
of the occurrence of any events, of which Secured Party has received
actual knowledge, as to any securities which are in bearer form or are
not registered and held in the name of Secured Party or its nominee (each Debtor
hereby agreeing to give Secured Party reasonable notice of the occurrence of any
events applicable to any securities in the possession of Secured Party of which
any Debtor has received knowledge), and (iii) in the exercise of its sole
discretion (a) Secured Party endeavors to take such action with respect to any
of the events as Debtors may reasonably and specifically request in writing in
sufficient time for such action to be evaluated and taken or (b) if Secured
Party determines that the action requested might adversely affect the value of
the securities as collateral, the collection of the Obligations secured, or
otherwise prejudice the interest of Secured Party, Secured Party gives
reasonable notice to Debtors that any such requested action will not be taken
and if Secured Party makes such determination or if Debtors fail to make such
timely request, Secured Party takes such other action as it deems advisable in
the circumstances. Except as hereinabove specifically set forth, Secured Party
shall have no further obligation to ascertain the occurrence of, or to notify
Debtors with respect to, any events and shall not be deemed to assume any such
further obligation as a result of the establishment by Secured Party of any
internal procedures with respect to any securities in its possession, nor shall
Secured Party be deemed to assume any other responsibility for, or obligation or
duty with respect to, any Collateral, or its use, of any nature or kind, or any
matter or proceedings arising out of or relating thereto, including, without
limitation, any obligation or duty to take any action to collect, preserve or
protect its or any Debtor's rights in the Collateral or against any prior
parties thereto, but the same shall be at Debtors' sole risk and responsibility
at all times. Each Debtor hereby releases Secured Party from any claims, causes
of action and demands at any time arising out of or with respect to this
Security Agreement, the Obligations, the Collateral and its use and/or any
actions taken or omitted to be taken by Secured Party with respect thereto, and
each Debtor hereby agrees to hold Secured Party harmless from and with respect
to any and all such claims, causes of action and demands. Secured Party's prior
recourse to any Collateral shall not constitute a condition of any demand, suit
or proceeding for payment or collection of the Obligations. No act, omission or
delay by Secured Party shall constitute a waiver of its rights and remedies
hereunder or otherwise. No single or partial waiver by Secured Party of any
Default or right or remedy which it may have shall operate as a waiver of any
other Default, right or remedy or of the same Default, right or remedy on a
future occasion. Each Debtor hereby waives presentment, notice of
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dishonor and protest of all instruments included in or evidencing any
Obligations or Collateral, and all other notices and demands whatsoever
(except as expressly provided herein). Any legal action or proceeding relating
to the Obligations, this Security Agreement or the Collateral, or any document
or instrument delivered with respect to any of the Obligations, may be brought
in the courts of the State of New York or of the United States of America for
the Southern District of New York, and by execution and delivery of this
Security Agreement, each Debtor hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Debtor hereby irrevocably waives, in connection with any such
action or proceeding, (i) trial by jury, (ii) any objection, including, without
limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens, which it may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions and (iii) the right
to interpose any non-compulsory setoff, counterclaim or cross-claim. Each Debtor
irrevocably consents to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Parent at its address set
forth in Section 13.01 of the Loan Agreement. Nothing herein shall affect the
right of the Secured Party to serve process in any other manner permitted by law
or to commence legal proceedings or otherwise proceed against any Debtor in any
other jurisdiction, subject in each instance to the provisions hereof with
respect to rights and remedies. Any Debtor so served shall appear or answer to
such process within thirty days after the mailing thereof. Should such Debtor so
served fail to appear or answer within said thirty-day period, such Debtor shall
be deemed in default and judgment may be entered by Secured Party against such
Debtor for the amount or such other relief as may be demanded in any process so
served. All terms herein shall have the meanings as defined in the UCC, unless
the context otherwise requires. No provision hereof shall be modified, altered
or limited except by a written instrument expressly referring to this Security
Agreement and to such provision, and executed by the party to be charged. The
execution and delivery of this Security Agreement has been authorized by the
Board of Directors of each Debtor and by any necessary votes or consents of
stockholders of each Debtor. This Security Agreement and all Obligations shall
be binding upon the heirs, executors, administrators, successors, or assigns of
each Debtor and shall, together with the rights and remedies of Secured Party
hereunder, inure to the benefit of Secured Party, its successors, endorsees and
assigns. If any term of this Security Agreement shall be held to be invalid,
illegal or unenforceable, the validity of all other terms hereof shall in no way
be affected thereby. Secured Party is authorized to annex hereto any schedules
referred to herein. Each Debtor acknowledges receipt of a copy of this Security
Agreement.
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IN WITNESS WHEREOF, the undersigned has executed or caused this Security
Agreement to be executed in the State of New York as of the date first above set
forth.
REX RADIO AND TELEVISION, INC.
By:___________________________
Name: Douglas Bruggeman
Title: Vice President, Finance
KELLY & COHEN APPLIANCES, INC.
By:___________________________
Name: Douglas Bruggeman
Title: Vice President, Finance
STEREO TOWN, INC.
By:___________________________
Name: Douglas Bruggeman
Title: Vice President, Finance
REX KANSAS, INC.
By:___________________________
Name: Douglas Bruggeman
Title: Vice President, Finance
NATWEST BANK N.A., Agent,
as Secured Party
By:___________________________
Name: Thomas Maiale
Title: Vice President
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Trade Name(s) (if any):
------------------------------------------------
Chief Executive Office:
SEE EXHIBIT A
Other Place(s) of Business:
SEE EXHIBIT A
Location of books and records relating to the Collateral:
SEE EXHIBIT A
Designated agent for service of process (if applicable):
SEE EXHIBIT A
Name of record owner(s) of real estate where any Collateral is or may be affixed
to realty:
SEE EXHIBIT A
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SCHEDULE A
(a) All Debtors' present and future accounts, contract rights, general
intangibles, chattel paper, documents and instruments, as such terms are defined
in the Uniform Commercial Code, including, without limitation, all accounts
receivable and other receivables of any kind, and all obligations for the
payment of money arising out of the sale of goods, rendition of services or the
lease by the Debtors of their property ('Accounts'); (b) all of the right, title
and interest of the Debtors in and to the goods or other property represented by
or securing any of the Accounts or described in invoices relating thereto; (c)
all rights of the Debtors as unpaid vendors or lienors, including stoppage in
transit, replevin and reclamation; (d) all additional amounts due to the Debtors
from any customer, irrespective of whether such additional amounts have been
specifically assigned to the Secured Party; (e) all guaranties, mortgages on
real or personal property, leases or other agreements on property securing or
relating to any of the items referred to in subparagraph (a) above, or acquired
for the purpose of securing and enforcing any of such items; (f) all moneys,
securities and other property and the proceeds thereof, now or hereafter held or
received by, or in transit to the Secured Party from or for the Debtors whether
for safekeeping, pledge, custody, transmission, collection or otherwise, and all
claims of the Debtors against, the Secured Party at any time existing; (g) all
deposit accounts, as such term is defined in the Uniform Commercial Code, and
all claims with respect thereto; (h) all raw materials, work in process,
finished goods, and all other inventory of whatever kind or nature, and all
wrapping, packaging, advertising and shipping materials, and any documents
relating thereto, and all labels, logos and other devices, names or marks
affixed or to be affixed thereto for purposes of selling or of identifying the
same or the seller or manufacturer thereof and all right, title and interest of
the Debtors therein and thereto, wherever located, whether now owned or
hereafter acquired by the Debtors; (i) all equipment, machinery, furniture,
fixtures, dies, tools, vehicles, trucks, cars, tractors, trailers, forklifts,
cranes, hoists and tangible personal property of the Debtors, wherever located
and whether now owned or hereafter acquired by the Debtors, all substitution and
replacements therefor, and all accessions and attachments to or relating to any
of the foregoing; (j) all of the Debtors' general intangibles of every kind and
description, all patents, patent applications, tradenames, copyrights and
trademarks and the goodwill of the business symbolized thereby, and Federal,
State and local tax refund claims of all kinds, all whether now owned or
hereafter acquired; (k) all other personal property and other assets of the
Debtors now owned or hereafter acquired; (1) all books, records and other
property relating to or referring to any
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of the foregoing, including, without limitation, all books, records, computer
programs, ledger cards and other property and general intangibles at any time
evidencing or relating to the Accounts; and (m) all proceeds of any of the
foregoing in whatever form, including, without limitation, any claims against
third parties for loss or damage to or destruction of any or all of the
foregoing and cash, negotiable instruments and other instruments for the
payment of money, chattel paper, security agreements or other documents.
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Trade Name(s):
See Exhibit A
Chief Executive Office: All location(s) of Collateral:
2875 Needmore Road
Dayton, Ohio See Exhibit A
Other Place(s) of Business:
See Exhibit A
Location of books and records
relating to the Collateral: Name of record owner(s) of
real estate where any Collateral
2875 Needmore Road is or may be affixed to realty:
Dayton, Ohio
Designated agent for service See Exhibit B
of process (if applicable):
Ronald E. Durbin
2875 Needmore Road
Dayton, Ohio
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