Exhibit 10.17
SECURITY AGREEMENT
------------------
THIS SECURITY AGREEMENT (the "Agreement") dated as of
this 12th day of November, 1996, by IMTC HOLDINGS, INC., a
Delaware corporation, MUREX DIAGNOSTICS, INC., a Delaware
corporation, and INTERNATIONAL MUREX TECHNOLOGIES
CORPORATION, a corporation organized under the laws of the
Province of British Columbia (collectively, the
"Borrowers"), and Bank of America, F.S.B. (the "Agent"), as
agent for itself and on behalf of the Lenders and the
Issuing Banks (all as defined in the Credit Agreement (as
defined below));
PRELIMINARY STATEMENTS:
(1) The Borrowers, Murex Diagnostics International,
Inc., Murex Diagnostics Corporation, IMTC Holdings (UK)
Limited, and Murex Biotech Limited, the Agent, the Issuing
Banks, and the Lenders have entered into that certain Credit
Agreement of even date herewith (said Credit Agreement, as
it may hereafter be amended, supplemented or otherwise
modified from time to time, being the "Credit Agreement").
(2) It is a condition precedent to the making of Loans
and the issuance of Letters of Credit (as defined in the
Credit Agreement) under the Credit Agreement that the
Borrowers shall have granted the security interest
contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto hereby agree that capitalized terms used herein
without definition shall have the meanings ascribed thereto
in the Credit Agreement and further agree as follows:
SECTION 1. Grant of Security. Each Borrower hereby
-----------------
grants, assigns and pledges to the Agent a security interest
in and security title to (together with a right of setoff)
all of such Borrower's right, title and interest in and to
the following, whether now owned or hereafter acquired
(collectively, the "Collateral"):
(a) all Inventory in all of its forms, wherever
located, now or hereafter existing (including, but not
limited to, (i) all goods, merchandise and other personal
property owned and held for sale, and (ii) all raw
materials, work or goods in process, finished goods thereof,
and materials and supplies which contribute to the finished
products of any Borrower in the ordinary course of business
and (iii) goods which are returned to or repossessed by any
Borrower), whether any Borrower has an interest in mass or a
joint or other interest or right of any other kind
(including, without limitation, goods in which any Borrower
has an interest or right as consignee), and all accessions
thereto and products thereof and documents and warehouse
receipts therefor (any and all such inventory, accessions,
products and documents being the "Inventory");
(b) all accounts, contract rights, chattel paper,
instruments, warehouse receipts, drafts, acceptances,
deposit accounts, and documents of each Borrower, whether
secured or unsecured, and whether now existing or hereafter
created or arising, and all rights now or hereafter existing
in and to all security agreements, leases, and other
contracts securing or otherwise relating to any such
accounts, contract rights, chattel paper, instruments,
deposit accounts, drafts, acceptances and documents (any and
all such accounts, contract rights, chattel paper,
instruments, deposit accounts, drafts, acceptances and
documents being the "Accounts" and any and all such leases,
security agreements and other contracts being the "Related
Contracts"), and shall include, without limitation, the
proceeds of all warranty agreements and service contracts
sold by or on behalf of any Borrower;
(c) all books and records (including, without
limitation, computer tapes, programs, printouts, and all
other computer materials, records and electronic data
processing software) recording, evidencing or relating to
any or all of the foregoing Collateral;
(d) all deposit accounts (and the investments and
earnings thereof and documents evidencing the same) into
which the proceeds of any of the foregoing may from time to
time be deposited;
(e) all proceeds of any and all of the foregoing
Collateral (including, without limitation, cash proceeds and
other proceeds which constitute property of the types
described in clauses (a) and (b) of this Section 1) and, to
the extent not otherwise included, all payments under
insurance (whether or not the Agent is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any
of the foregoing Collateral.
SECTION 2. Security for Obligations. This
------------------------
Agreement secures the payment of the Obligations of the
Borrowers now or hereafter existing. Without limiting the
generality of the foregoing, this Agreement secures the
payment of all amounts which constitute part of the
Obligations and would be owed by any Borrower to the Agent,
the Issuing Banks, or the Lenders under the Credit Agreement
and the Notes but for the fact that they are unenforceable
or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Borrower.
SECTION 3. Borrowers Remain Liable. Anything
-----------------------
herein to the contrary notwithstanding, (a) the Borrowers
shall remain liable under the contracts and agreements
included in the Collateral to the extent set forth therein
to perform all of duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b)
the exercise by the Agent of any of the rights hereunder
shall not release any Borrower from any of its duties or
obligations under the contracts and agreements included in
the Collateral, and (c) neither the Agent, any Issuing Bank,
nor any Lender shall have any obligation or liability under
the contracts and agreements included in the Collateral by
reason of this Agreement, nor shall the Agent, any Issuing
Bank, nor any Lender be obligated to perform any of the
obligations or duties of any Borrower thereunder or to take
any action to collect or enforce any claim for payment
assigned hereunder.
SECTION 4. Delivery of Chattel Paper. Each Borrower
-------------------------
will promptly upon request by the Agent deliver, assign, and
endorse to the Agent all chattel paper and all other
documents held by such Borrower in connection therewith.
SECTION 5. Government Contracts. If any Account or
--------------------
chattel paper arises out of a contract or contracts with the
United States of America or any department, agency, or
instrumentality thereof, each Borrower shall immediately
notify the Agent thereof in writing and execute any
instruments or take any steps reasonably required by the
Agent in order that all moneys due or to become due under
such contract or contracts shall be assigned to the Agent
and notice thereof given under the Federal Assignment of
Claims Act or other applicable law.
SECTION 6. Representations and Warranties. Each
------------------------------
Borrower hereby represents and warrants that:
(a) It is the sole owner of each item of the
Collateral in which it purports to grant a security interest
hereunder, having good and marketable title thereto free and
clear of any and all Liens except (i) the security interest
granted to the Agent under this Security Agreement or the
other Collateral Documents and (ii) Permitted Liens. Each
Borrower will warrant and defend the Collateral against all
claims and demands of all Persons at any time claiming the
same or any interest thereon.
(b) No effective security agreement, financing
statement, equivalent security or Lien instrument or
continuation statement covering all or any part of the
Collateral is on file or of record in any public office,
except (i) such as have been filed in favor of the Agent
pursuant to this Security Agreement or the other Collateral
Documents, (ii) such as relate to Permitted Liens, or (iii)
as to which duly executed mortgage releases, UCC-3 Financing
Statement releases, or other forms of lien satisfaction have
been delivered to the Agent on or prior to the Agreement
Date.
(c) Upon the filing of appropriate financing
statements in the jurisdictions listed on Schedule I hereto,
----------
this Security Agreement will be effective to create a valid
and continuing Lien on and perfected security interest in
favor of the Agent in the Collateral with respect to which a
security interest may be perfected by filing pursuant to the
Uniform Commercial Code (the "Code"), which lien and
security interest will be prior to all other Liens (except
for any higher-ranking Permitted Liens), and is enforceable
as such as against creditors of and purchasers from such
Borrower (other than purchasers of Inventory in the ordinary
course of business). Upon filing of appropriate financing
statements in the jurisdictions listed on Schedule I hereto
----------
and delivery of other collateral to the Agent at closing,
all action (including, without limitation, all filings,
registrations and recordings) necessary or desirable to
create, protect and perfect the security interest granted to
the Agent hereby in respect of each item of the Collateral
has been duly accomplished.
(d) Such Borrower's chief executive office, principal
place of business, corporate offices, all warehouses and
premises within which Collateral is stored or located, and
the locations of all of its records concerning the
Collateral are set forth on Schedule II. Schedule II
----------- -----------
correctly identifies any of such facilities or locations
(including proposed locations) that are not owned by such
Borrower and sets forth the names of the owners and lessors
or collateral of such facilities and locations. Such
Borrower shall not change its name, chief executive office,
principal place of business, corporate offices, or
warehouses or Collateral premises, or the location of its
records concerning the Collateral without giving thirty (30)
days prior written notice thereof to the Agent and taking
all actions deemed by the Agent necessary or appropriate to
protect and perfect the Agent's interest in the Collateral,
including obtaining such landlord waivers, bailee waivers,
mortgagee waivers and the like as Agent may reasonably
require.
(e) With respect to any Inventory, (i) such property
(other than Inventory in transit and Inventory in the
aggregate having a fair market value not exceeding $10,000
at any time) is located at one of the locations set forth in
Schedule II, (ii) such Borrower has good, indefeasible and
-----------
marketable title to such property and such property is not
subject to any Lien whatsoever, except for Permitted Liens,
Liens as to which duly executed UCC-3 Financing Statements
and other forms of lien satisfaction have been delivered to
the Agent on or prior to the Agreement Date, and the first
priority perfected security interest granted to the Agent
hereunder, (iii) except as noted in Schedule 4 to the Credit
----------
Agreement, such property is not subject to any licensing,
patent, royalty, trademark, trade name or copyright
agreements between such Borrower and any third parties, and
(iv) the completion of manufacture, sale or other
disposition of such property by the Agent or any Lender
following an Event of Default shall not require the consent
of any Person and shall not constitute a breach or default
under any contract or agreement to which such Borrower is a
party or to which such property is subject.
SECTION 7. Further Assurances. (a) Each Borrower
------------------
agrees that from time to time, at the expense of such
Borrower, such Borrower will promptly execute and deliver
all further instruments and documents, and take all further
action, that may be necessary or that the Agent may
reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby
or to enable the Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, each
Borrower will: (i) mark conspicuously each chattel paper
included in the Accounts and, at the request of the Agent,
each document included in the Inventory, each Related
Contract and each of its records pertaining to the
Collateral with a legend, in form and substance satisfactory
to the Agent, indicating that such document, chattel paper,
Related Contract or Collateral is subject to the security
interest granted hereby; (ii) if any Account shall be
evidenced by a promissory note or other instrument or
chattel paper with an original principal amount equal to or
greater than $50,000, deliver and pledge to the Agent
hereunder such note or instrument or chattel paper duly
indorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance
satisfactory to the Agent; and (iii) execute and file such
financing or continuation statements, or amendments thereto,
and such other instruments or notices, as may be necessary
or as the Agent may reasonably request, in order to perfect
and preserve the security interest granted or purported to
be granted hereby.
(b) Each Borrower hereby authorizes the Agent and
appoints the Agent its attorney-in-fact to file one or more
financing or continuation statements, and amendments
thereto, relating to all or any part of the Collateral
without the signature of such Borrower where permitted by
law. A photocopy or other reproduction of this Agreement or
any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where
permitted by law.
(c) Each Borrower shall keep and maintain, at its own
cost and expense, satisfactory and complete records of the
Collateral, including a record of any and all payments
received and any and all credits granted with respect to the
Collateral and all other dealings with the Collateral. As
further security, each Borrower agrees that the Agent shall
have a special property right and security interest in all
of such Borrower's books and records pertaining to the
Collateral and, upon the occurrence of an Event of Default,
such Borrower shall deliver and turn over any such books and
records to the Agent or its representatives at any time on
demand of the Agent.
SECTION 8. Insurance. Each Borrower shall, at its own
---------
expense, maintain insurance with respect to the Collateral
in such amounts, against such risks, in such form and with
such insurers, as set forth in the Credit Agreement.
SECTION 9. Transfers and Other Liens. Borrowers shall
-------------------------
not (i) sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to,
any of the Collateral, except Inventory in the ordinary
course of business and as otherwise permitted by the Credit
Agreement, or (ii) create or permit to exist any Lien,
security interest, option or other charge or encumbrance
upon or with respect to any of the Collateral, except for
Permitted Liens.
SECTION 10. Agent Appointed Attorney-in-Fact. (a)
--------------------------------
Each Borrower hereby irrevocably appoints the Agent such
Borrower's attorney-in-fact, with full authority in the
place and stead of such Borrower and in the name of such
Borrower or otherwise, at such time as an Event of Default
has occurred and until such time as such Event of Default is
waived in writing by the Lenders in accordance with the
Credit Agreement, to take any action and to execute any
instrument which the Agent may deem necessary or advisable
to accomplish the purposes of this Agreement, including,
without limitation:
(i) to ask, demand, collect, sue for, recover,
compromise, receive and give acquittance and receipts for
moneys due and to become due under or in connection with the
Collateral,
(ii) to receive and open all mail addressed to any
Borrower and to notify postal authorities to change the
address for the delivery of mail to each Borrower to that of
the Agent,
(iii) to receive, endorse, and collect any
drafts or other instruments, documents and chattel paper, in
connection therewith,
(iv) to file any claims or take any action or
institute any proceedings which the Agent may deem necessary
or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Agent with respect to
any of the Collateral,
(v) to direct any party liable for any payment
under or in respect of any of the Collateral to make payment
of any and all monies due or to become due thereunder,
directly to the Agent or as the Agent shall direct,
(vi) to sign and endorse any invoices, freight or
express bills, bills of lading, storage or warehouse
receipts, drafts against Account Debtors, assignments,
verifications, and notices in connection with Accounts and
other documents constituting or related to the Collateral,
(vii) to settle, compromise or adjust any
suit, action, or proceeding described above and, in
connection therewith, give such discharges or releases as
the Agent may deem appropriate,
(viii) to repair, alter, or supply goods, if
any, necessary to fulfill in whole or in part the purchase
order of any Account Debtor, and
(ix) to use any trademarks, trade names,
industrial designs or other intellectual property rights to
the extent necessary to sell Inventory and to collect any
amounts due under Accounts or Related Contracts.
(b) Each Borrower hereby ratifies, to the extent
permitted by law, all that said attorneys shall lawfully do
or cause to be done by virtue hereof. The power of
attorney granted pursuant to this Section 10 is a power
----------
coupled with an interest and shall be irrevocable until the
payment in full of the Obligations and the termination of
the Commitment.
(c) Each Borrower also authorizes the Agent, at any
time and from time to time, following the occurrence of an
Event of Default and until such time as such Event of
Default is waived in writing by the Lenders in accordance
with the Credit Agreement, to (i) communicate in its own
name with any Account Debtor with regard to the assignment
of the right, title and interest of such Borrower in and
under the Accounts and other matters relating thereto and
(ii) execute, in connection with the sale provided for in
Section 13 hereof, any endorsements, assignments or other
----------
instruments of conveyance or transfer with respect to the
Collateral.
SECTION 11. Agent May Perform. If the Borrowers fail
-----------------
to perform any agreement contained herein, the Agent may
itself perform, or cause performance of, such agreement, and
the expenses, including attorneys' fees, of the Agent
incurred in connection with such performance or compliance,
together with interest thereon at the Default Rate shall be
payable by such Borrower to the Agent on demand and shall
constitute part of the Obligations secured hereby.
SECTION 12. The Agent's Duties. The powers conferred
------------------
on the Agent hereunder are solely to protect its interest in
the Collateral and shall not impose any duty upon it, any
Lender or any Issuing Bank to exercise any such powers.
Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received
by it hereunder, the Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights
pertaining to any Collateral. The Agent shall be deemed to
have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such
Collateral is accorded treatment substantially equal to that
which the Agent accords its own property. Each reference
herein to any right granted to, benefit conferred upon, or
power exercisable by the "Agent" shall be a reference to the
Agent (including any successors to the Agent pursuant to the
Credit Agreement) for itself and for the ratable benefit of
the Lenders and the Issuing Banks, and each action taken or
right exercised hereunder shall be deemed to have been so
taken or exercised by the Agent for itself and for the
benefit of and on behalf of all of the Lenders and the
Issuing Banks.
SECTION 13. Remedies. (a) (i) If any Event of
--------
Default shall occur (and until such time as such Event of
Default is waived in writing by the Lenders in accordance
with the Credit Agreement), the Agent may exercise in
addition to all other rights and remedies granted to it
under this Security Agreement, the Credit Agreement, the
other Loan Documents and under any other instrument or
agreement securing, evidencing or relating to the Obliga-
tions, all rights and remedies of a secured party under the
Code. Without limiting the generality of the foregoing,
each Borrower expressly agrees that in any such event Agent
without demand of performance or other demand, advertisement
or notice of any kind (except the notice specified below of
time and place of public or private sale) to or upon such
Borrower or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to
the maximum extent permitted by the Code and other
applicable law), may forthwith enter upon the premises of
such Borrower where any Collateral is located through
self-help, without judicial process, without first obtaining
a final judgment or giving such Borrower notice and
opportunity for a hearing on the Agent's claim or action,
and without paying rent to such Borrower, and collect,
receive, assemble, process, appropriate and realize upon the
Collateral, or any part thereof, and may forthwith sell,
lease, assign, give an option or options to purchase, or
sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more
parcels at public or private sale or sales, at any exchange
at such prices as it may deem best, for cash or on credit or
for future delivery without assumption of any credit risk.
The Agent and any Lender shall have the right upon any such
public sale or sales and, to the extent permitted by law,
upon any such private sale or sales, to purchase for its
benefit the whole or any part of said Collateral so sold,
free of any right or equity of redemption, which equity of
redemption each Borrower hereby releases. Each Borrower
agrees that, to the extent notice of sale shall be required
by law, at least ten (10) days' notice to the Borrowers of
the time and place of any public sale or the time after
which any private sale is to be made shall constitute
reasonable notification. The Agent shall not be obligated
to make any sale of Collateral regardless of notice of sale
having been given. The Agent may adjourn any public or
private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so
adjourned. The Agent is hereby granted a license or other
right to use, without charge, each Borrower's labels,
patents, copyrights, rights of use of any name, trade
secrets, trade names, trademarks, service marks and
advertising matter, or any property of a similar nature,
whether owned by such Borrower or with respect to which any
Borrower has rights under license, sublicense or other
agreements, as it pertains to the Collateral, in preparing
for sale, advertising for sale and selling any Collateral
and each Borrower's rights under all licenses and all
franchise agreements shall inure to the benefit of the
Agent. The Agent shall have the right to conduct such sales
on such Borrower's premises or elsewhere and shall have the
right to use such Borrower's premises without charge for
such sales for such time or times as the Agent deems
necessary or advisable except as otherwise provided in any
applicable Landlord's Consent.
(b) Each Borrower further agrees, at the Agent's
request, to assemble the Collateral and make it available to
the Agent at places which the Agent shall select, whether at
such Borrower's premises or elsewhere. Until the Agent is
able to effect a sale, lease, or other disposition of the
Collateral, the Agent shall have the right to hold or use
the Collateral, or any part thereof, to the extent that it
deems appropriate for the purpose of preserving the
Collateral or its value or for any other purpose deemed
appropriate by the Agent. The Agent shall have no
obligation to such Borrower to maintain or preserve the
rights of such Borrower as against third parties with
respect to the Collateral while the Collateral is in the
possession of the Agent. Agent may, if it so elects, seek
the appointment of a receiver or keeper to take possession
of the Collateral and to enforce any of the Agent's remedies
with respect to such appointment without prior notice or
hearing. The Agent shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or
sale, as provided in Section 13(d) hereof, with Borrowers
-------------
remaining liable for any deficiency remaining unpaid after
such application, and only after so paying over such net
proceeds and after the payment by the Agent of any other
amount required by any provision of law, including Section
9-504(1)(c) of the Code (but only after the Agent has
received what the Agent considers reasonable proof of a
subordinate party's security interest), need the Agent
account for the surplus, if any, to the Borrowers. To the
maximum extent permitted by applicable law, each Borrower
waives all claims, damages, and demands against the Agent,
the Issuing Banks and the Lenders arising out of the
repossession, retention or sale of the Collateral except
such as arise out of the gross negligence or willful
misconduct of such party as determined by a final order of a
court of competent jurisdiction.
(c) Except as otherwise specifically provided herein,
each Borrower hereby waives presentment, demand, protest or
any notice (to the maximum extent permitted by applicable
law) of any kind in connection with this Security Agreement
or any Collateral.
(d) The Proceeds of any sale, disposition or other
realization upon all or any part of the Collateral shall be
distributed by the Agent upon receipt in accordance with the
terms of the Credit Agreement.
(e) Each Borrower hereby acknowledges that the
Obligations arose out of a commercial transaction, and
agrees that if an Event of Default shall occur the Agent
shall have the right to an immediate writ of possession
without notice of a hearing. The Agent shall have the right
to the appointment of a receiver for the Collateral, and
each Borrower hereby consents to such rights and such
appointment and hereby waives any objection such Borrower
may have thereto or the right to have a bond or other
security posted by the Agent, the Issuing Bank or any Lender
in connection therewith.
SECTION 14. Remedies Cumulative. Each right, power,
-------------------
and remedy of the Agent, any Issuing Bank and any Lender as
provided for in this Agreement or in the other Loan
Documents or now or hereafter existing at law or in equity
or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right,
power, or remedy provided for in this Agreement or in the
other Loan Documents or now or hereafter existing at law or
in equity or by statute or otherwise, and the exercise or
beginning of the exercise by any of the Agent, any Issuing
Bank or the Lenders, of any one or more of such rights,
powers, or remedies shall not preclude the simultaneous or
later exercise by any of the Agent, any Issuing Bank and the
Lenders of any or all such other rights, powers, or
remedies.
SECTION 15. Possession Until Default. Until an Event
------------------------
of Default shall occur and be continuing and except as
otherwise provided in this Security Agreement, the Credit
Agreement or other Loan Documents, each Borrower will have
the right to possession and enjoyment of the Collateral for
the purpose of conducting the ordinary course of its
business, subject to and upon the terms hereof and of the
Credit Agreement and other Loan Documents.
SECTION 16. Amendments; Etc. No waiver of any
---------------
provision of this Agreement, and no consent to any departure
by any Borrower herefrom, shall in any event be effective
unless the same shall be in writing and signed by the Agent,
and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which
given. No amendment of any provision of this Agreement
shall be effective unless the same shall be in writing and
signed by the Agent and the Borrowers.
SECTION 17. Addresses for Notices. All notices and
---------------------
other communications provided for hereunder shall be given
in the form and manner and delivered to the Agent or any
Borrower, as the case may be, at its respective address
specified in the Credit Agreement, or, as to either party,
at such other address as shall be designated by such party
in a written notice to the other party.
SECTION 18. Continuing Security Interest: Assignments
-----------------------------------------
under Credit Agreement. This Agreement shall create a
----------------------
continuing security interest in the Collateral and shall (i)
remain in full force and effect until the later of (x) the
payment in full of the Obligations and (y) the termination
of the Commitment, (ii) be binding upon each Borrower, its
successors and assigns, and (iii) inure to the benefit of,
and be enforceable by, the Agent, for the benefit of the
Lenders and the Issuing Banks and their respective
successors, transferees and assigns. Upon the later of the
payment in full of the Obligations (including all amounts
payable under this Agreement) and the termination of the
Commitment, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to
the Borrowers. No transfer or renewal, extension,
assignment or termination of this Agreement or of the Credit
Agreement, any other Loan Document, or any other instrument
or document executed and delivered by any Borrower to the
Agent, the Issuing Banks of the Lenders nor any additional
Loans made by Lenders or the Issuing Bank to any Borrower,
nor the taking of further security, nor the retaking or re-
delivery of the Collateral to any Borrower by the Agent, nor
any other act of the Agent, the Issuing Banks or the Lenders
shall release the Borrowers from any obligation, except a
release or discharge executed in writing by the Agent with
respect to such obligation or payment of such obligation or
upon full satisfaction of all the Obligations. The Agent
shall not by any act, delay, omission or otherwise, be
deemed to have waived any of its rights or remedies
hereunder, unless such waiver is in writing and signed by
the Agent and then only to the extent therein set forth. A
waiver by the Agent of any right or remedy on any occasion
shall not be construed as a bar to the exercise of any such
right or remedy which the Agent would otherwise have had on
any other occasion.
SECTION 19. Governing Law: Terms. This Agreement
--------------------
shall be governed by and construed in accordance with the
laws of the State of Georgia, except to the extent that the
validity or perfection of the security interest hereunder,
or remedies hereunder, in respect of any particular
Collateral are governed by the laws of a jurisdiction other
than the State of Georgia.
SECTION 20. Miscellaneous.
-------------
(a) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original, but all such separate counterparts shall together
constitute but one and the same instrument.
(b) Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction.
IN WITNESS WHEREOF, the Borrowers and the Agent have
caused this Agreement to be duly executed and delivered
under seal by its officer thereunto duly authorized as of
the date first above written.
IMTC HOLDINGS, INC.
By: /s/ Steven C. Ramsey
-------------------------
Name: Steven C. Ramsey
--------------------
Title: V.P. Finance
-------------------
Date: 12 Nov., 1996
--------------------
MUREX DIAGNOSTICS, INC.
By: /s/ Steven C. Ramsey
-------------------------
Name: Steven C. Ramsey
--------------------
Title: V.P. Finance
-------------------
Date: 12 Nov., 1996
--------------------
INTERNATIONAL MUREX TECHNOLOGIES
CORPORATION
By: /s/ Steven C. Ramsey
--------------------------
Name: Steven C. Ramsey
---------------------
Title: V.P. Controller
--------------------
Date: 12 Nov., 1996
---------------------
ACCEPTED BY:
BANK OF AMERICA, F.S.B.
as Agent
By: /s/ John Yankauskas
--------------------------
Name: John Yankauskas
---------------------
Title: V.P.
--------------------
Date: 11-12-96
---------------------
Schedule I - UCC-1 Filing Jurisdictions
Schedule II - Collateral Locations
SCHEDULE I
----------
UCC-1 FILING JURISDICTIONS
Debtors:
--------
International Murex Technologies Corporation
IMTC Holdings, Inc.
Murex Diagnostics, Inc.
Secured Party:
--------------
Bank of America, F.S.B.
Filing Jurisdictions:
---------------------
Gwinnett County, Georgia
SCHEDULE II
-----------
BORROWERS' OFFICES, LOCATIONS OF COLLATERAL
AND RECORDS CONCERNING COLLATERAL
I. CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS:
(a) International Murex Technologies Corporation
650 Woodlawn Road West
Guelph, Ontario
Canada N1K 1B8
(b) IMTC Holdings, Inc. and Murex Diagnostics, Inc.
3075 Northwoods Circle
Norcross, Georgia 30071-1542
II. CORPORATE OFFICES:
same as above
III. OWNED WAREHOUSES AND COLLATERAL LOCATIONS:
none
IV. LEASED WAREHOUSES AND COLLATERAL LOCATIONS:
(a) 650 Woodlawn Road West
Guelph, Ontario
Canada N1K 1B8
Owner: MD-Canada (Branch of IMTC)
(b) 3075 Northwoods Circle
Norcross, Georgia 30071-1542
Owner: MDI
(c) Trinity Laboratories, Inc.
7517 Precision Drive
Suite 107
Raleigh, NC 27613
Owner: MDI (<$10,000/mo)
(d) Carr Scarborough Microbiologicals
5342 Panola Drive Industrial Boulevard
Decatur, Georgia 30035
Owner: MDI (<$10,000/mo)
(e) Probiol S.A.
Resident Iman Center
Angle Rue Girardot et Rue la Plage, No. 7
3 Eme Etage
Casablanca, Morocco
Owner: MDII
(f) Murex Columbia
Carrera 6 No. 1D-167
Zona Franca de Barranquilla
Columbia
Owner: MDII
(g) Murex Diagnostics Benelux BV
Neutralstrasse 60
CH-8207 Schaffhausen
Switzerland
Owner: MD Benelux
(h) Central Road
Temple Hill
Dartford, Kent DA1 5LR
England
Owner: MBL
V. OTHER LOCATIONS AT WHICH COLLATERAL IS STORED OR LOCATED:
(a) Trinity Laboratories, Inc.
7517 Precision Drive
Suite 107
Raleigh, North Carolina 27613
(b) Carr Scarborough Microbiologicals
5342 Panola Drive Industrial Boulevard
Decatur, Georgia 30035
VI. LOCATIONS OF RECORDS CONCERNING COLLATERAL:
(a) International Murex Technologies Corporation:
650 Woodlawn Road West
Guelph, Ontario
Canada N1K 1B8
(b) U.S. Subsidiaries:
3075 Northwoods Circle
Norcross, Georgia 30071-1542
(c) Barbados Subsidiaries:
2nd Floor, Trident House
Bridgetown
St. Michael
Barbados
(d) U.K. Subsidiaries:
(I) Central Road, Temple Hill
Dartford, Kent DA1 5LR
England
(ii) Watergate House
13/15 York Buildings
London WC2N 6JU
England