1
EXHIBIT 10.19(iv)
[LOGO]
SECURITY AGREEMENT
The undersigned debtor, meaning all debtors jointly and severally ("Debtor"), to
secure the obligations set forth herein grants to the secured party named below
(herein, with its successors and assigns, called "Secured Party") under the
terms and provisions of this agreement (this "Agreement") a security interest in
the following described property (herein, with all present and future
attachments, accessories, replacement parts, repairs and additions or
substitutions, referred to collectively as "Equipment"):
SEE SCHEDULE A ATTACHED HERETO AND MADE A PART HEREOF:
The Equipment will be used primarily for: [X] business or commercial use other
than farming operations ____ farming operations. When not in and, when in use,
will be used only in the following State(s): CA Equipment will be kept at: ▇▇▇
▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
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PAYMENT SCHEDULE
Debtor promises to pay Secured Party the Total $3,124,440.00
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Amount of in installments as follows: (the "Total Amount")
(a) ________ at _________, beginning thirty (30) calendar days following the
date of the Delivery and Acceptance
OR
(b) Beginning with 24 payment(s) of $35,049.00. EACH COMMENCING 8/1/99
Followed by 36 payment(s) of $63,424.00. EACH COMMENCING 8/1/01
provided, however, that the final installment will be in the amount of the then
remaining unpaid balance. All amounts payable under this Agreement are payable
at Secured Party's address shown below or at such other address as Secured Party
may specify from time to time.
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USE OF PROCEEDS
Secured Party is hereby irrevocably authorized and directed to disburse the
proceeds of this Agreement as follows:
Amount Payee (Name and Address)
------ ------------------------
Upright, Inc.
$2,503,956.39 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
$ 0.00
------------------
$ 0.00
------------------
Debtor hereby acknowledges and agrees that the proceeds of this Agreement will
be used for commercial, business or agricultural purposes and will not be used
for personal, family or household purposes.
Secured Party may disburse the proceeds using checks, drafts, orders, transfer
funds, or any other method or media Secured Party deems desirable. Disbursement
may be made in Secured Party's name on Debtor's behalf or in Debtor's name.
Disbursement in accordance with the above instructions or any written supplement
to these instructions will constitute payment and delivery to and receipt by
Debtor of all such proceeds.
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INSURANCE: Physical damage insurance covering the equipment is required. Debtor
can furnish this insurance through an agent or broker of Debtor's choice. Debtor
hereby authorizes Secured Party and any assignee to release to any insurance
company affiliated with Secured Party or any assignee any information relating
to a contract or policy of insurance which is providing or may provide insurance
coverage against physical damage to the Equipment.
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DELINQUENCY: For each installment not paid when due, Debtor agrees to pay
Secured Party a delinquency charge calculated on the amount of such installment
at the rate of 1 1/2% per month for the period of the delinquency, or, a Secured
Party's option, 5% of such installment, provided that such a delinquency charge
is not prohibited by law, otherwise at the highest rate that Debtor can legally
obligate itself to pay and/or Secured Party can legally collect. Debtor agrees
to reimburse Secured Party immediately upon demand for any amount charged to
Secured Party by any depositary institution because a check, draft or other
order made or drawn by or for the benefit of Debtor is returned unpaid for any
reason. From and after acceleration, Debtor agrees to pay interest on all
amounts then owing at the rate of 1 1/2% per month, if not prohibited by law,
otherwise at the highest rate that Debtor can legally obligate itself to pay
and/or Secured Party can legally collect. If the implementation of any provision
of this Agreement would at any time raise the interest rate (whether before or
after acceleration) or delinquency charge above the lawful maximum, if any, in
effect from time to time under applicable state or federal laws for loans to
borrowers of the type, in the amount, for the purposes, and otherwise of the
kind contemplated by this Agreement, then such interest rate and/or delinquency
charge will be limited to such lawful maximum and any excess amount
inadvertently collected will be deemed to be a partial prepayment of principal
and applied or reapplied by Secured Party in that manner.
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SECURITY INTEREST: To secure payment of the Total Amount and all of Debtor's
obligations under this Agreement or with respect to the Equipment, Debtor hereby
grants to Secured Party a first priority security interest in the Equipment and
in all cash and non-cash proceeds thereof (the Equipment and all such proceeds
are herein called the "Collateral") regardless of any retaking and/or redelivery
of the Collateral to Debtor.
Page 1 of 4 of Security Agreement dated: June 24, 1999 between Upright, Inc.
(Debtor) and Associates Commercial Corporation (Secured Party).
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CROSS SECURITY: Debtor further grants to Secured Party a security interest in
the Collateral to secure the payment of all absolute and all contingent
obligations and liabilities of Debtor to Secured Party now existing or hereafter
arising, whether under this Agreement or under any other agreement and whether
due directly or by assignment; provided, however, upon any assignment of this
Agreement by Secured Party, the assignee shall be deemed for the purpose of this
paragraph as the only party with a security interest in the Collateral.
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DELIVERY AND ACCEPTANCE OF EQUIPMENT
(Check Appropriate Box)
Debtor's obligations and liabilities to Secured Party are absolute and
unconditional under all circumstances and regardless of any failure of operation
or Debtor's loss of possession of any item of Equipment or the cessation or
interruption of Debtor's business for any reason whatsoever.
[ ] On _________________, the Equipment being purchased with the proceeds of
this Agreement was delivered to Debtor with all installation and other
work necessary for the proper use of the Equipment completed at a
location agreed upon by Debtor; the Equipment was inspected by Debtor
and found to be in satisfactory condition in all respects and delivery
was unconditionally accepted by Debtor.
[ ] The Equipment being purchased with the proceeds of this Agreement has
not yet been delivered to or accepted by Debtor and, upon delivery,
Debtor agrees to execute such delivery and acceptance certificate as
Secured Party requires.
[ ] All of the Equipment was acquired by Debtor prior to the date hereof and
was previously delivered to and unconditionally accepted by Debtor.
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STATEMENT OF ADDITIONAL TERMS
1. Additional Warranties and Agreements. Debtor warrants and agrees that:
the execution of and performance by Debtor under the terms of this Agreement has
been approved for Debtor by all necessary action and by Debtor's partners or
board of directors, as applicable; the Equipment is currently and will continue
be maintained in good operating condition, repair and appearance and is
currently and will continue be used and operated with care only by qualified
personnel in the regular course of Debtor's business and in conformity with all
applicable governmental laws and regulations, manufacturer's specifications and
the restrictions contained in any insurance policy insuring the Equipment; the
Equipment is not currently and will not be used in conjunction with the storage,
transportation or disposal of substances considered to be toxic and/or hazardous
or in conjunction with any activity or for any use that would subject the
Equipment to seizure or confiscation by any governmental body; and the Equipment
is currently located at and will be kept by Debtor at the location set forth for
it on the reverse side of this Agreement and will not be removed from said
location without the prior written consent of Secured Party, except that if the
Equipment is of a type which is mobile and normally used by Debtor at more than
one location, Debtor may use the Equipment away from said location in the
regular course of Debtor's business provided that (a) if the Equipment is not
returned to said location within 30 days, Debtor will immediately thereafter,
and each 30 days thereafter until the Equipment is returned, report the then
current location of the Equipment to Secured Party in writing and (b) the
Equipment shall not be removed from the State(s) of use indicated on the reverse
side of this Agreement. Secured Party shall have the right to inspect the
Equipment at all reasonable times and from time to time.
Debtor further warrants and agrees that: the security interest in the
Collateral granted to and/or retained by Secured Party is and will continue to
be superior to any title to or interest in the Equipment now or hereafter held
or claimed by any other party; the Collateral is free from and will be kept free
from all liens, claims, security interests and encumbrances (whether superior or
inferior to the interests of Secured Party) other than that created by this
Agreement; notwithstanding Secured Party's interest in proceeds, Debtor will not
and will not allow any other party to consign, sell, rent, lend, encumber,
pledge, transfer, secrete or otherwise dispose of any of the Collateral without
Secured Party's prior written consent; Debtor will do everything Secured Party
deems necessary or expedient to perfect or preserve the interests granted to
Secured Party under this Agreement and the first priority of such interests; any
Manufacturer's Statement or Certificate of Origin or Certificate of Title
relating to the Equipment shall be immediately delivered to Secured Party and,
if a registration is required for any item of Equipment, Debtor will cooperate
with Secured Party in obtaining the Certificate of Title or registration
disclosing the interests of Debtor and Secured Party in the Equipment; Debtor
will defend any action, proceeding or claim affecting the Collateral or the
interests of Secured Party in the Collateral; Debtor shall promptly pay all
amounts payable in conjunction with the storage, maintenance or repair of the
Equipment and all taxes, assessments, license fees and other public or private
charges levied or assessed in conjunction with the operation or use of the
Equipment or levied or assessed against the Collateral, this Agreement or any
accompanying note except for those which are being contested by Debtor in good
faith by appropriate proceedings and which do not constitute a lien or
encumbrance upon the Collateral; and Debtor will from time to time furnish
Secured Party with such financial statements and other information as Secured
Party may reasonably request.
2. Insurance and Risk of Loss. Debtor will at all times bear all risk of
loss of, damage to or destruction of the Equipment. Debtor agrees to immediately
procure and maintain insurance on the Equipment for the full insurable value
thereof and for the life of this Agreement, in the form of "All Risk" or similar
insurance (insuring the Equipment for fire, extended coverage, vandalism, theft
and collision and containing only those exclusions from coverage which are
acceptable to Secured Party) plus such other insurance as Secured Party may
specify from time to time, all in form and amount and with insurers satisfactory
to Secured Party. Debtor agrees to deliver promptly to Secured Party
certificates or, if requested, policies of insurance satisfactory to Secured
Party, each with a standard long-form loss-payable endorsement naming Secured
Party or assigns as loss-payee and providing that Secured Party's rights under
such policy will not be invalidated by any act, omission or neglect of anyone
other than Secured Party, and containing the insurer's agreement to give 30 days
prior written notice to Secured Party before any cancellation of or material
change in the policy(s) will be effective as to Secured Party, whether such
cancellation or change is at the direction of Debtor or insurer. Secured Party's
acceptance of policies in lesser amounts or risks will not be a waiver of
Debtor's obligation to procure insurance complying with the provisions hereof
promptly after notice from Secured Party. Debtor assigns to Secured Party all
proceeds of any physical damage or credit insurance which is maintained by
Debtor in accordance herewith, including returned and unearned premiums, up to
the amount owing hereunder by Debtor. Debtor directs all insurers to pay such
proceeds solely to the order of Secured Party for application to Debtor's
indebtedness to Secured Party. Secured Party will not have the right to cancel
any such insurance without Debtor's consent prior to the occurrence of any event
of default and the repossession, loss or destruction of the Equipment. Secured
Party may, at its option, apply any such proceeds received by Secured Party to
the final maturing installments due hereunder in the inverse order of their
maturity.
3. Performance By Secured Party. If Debtor fails to perform any of Debtor's
obligations pursuant to Paragraphs 1 or 2 above, Secured Party may perform the
same for the account of Debtor. Any such action by Secured Party will be in
Secured Party's sole discretion and Secured Party will not be obligated in any
way to do so. Secured Party's performance on behalf of Debtor will not obligate
Secured Party to perform the same or any similar act in the future and will not
cure or waive Debtor's failure of performance as an event of default hereunder.
All sums advanced or costs and expenses incurred by Secured Party pursuant to
this Paragraph, including the reasonable fees of any attorney retained by
Secured Party, will be for the account of Debtor, will constitute indebtedness
secured by Secured Party's security interest in
Page 2 of 4 of Security Agreement dated: June 24, 1999 between Upright, Inc.
(Debtor) and Associates Commercial Corporation (Secured Party).
3
the Collateral, will bear interest at the rate as specified on the reverse side
of this Agreement in the event of acceleration and, unless Secured Party, in
Secured Party's sole discretion agrees otherwise in writing, shall be
immediately due and payable.
4. Events of Default. Time is of the essence. An event of default will
occur if: (a) Debtor fails to pay when due any amount owed by it to Secured
Party under this Agreement or under the terms of any promissory note delivered
in conjunction with this Agreement or if Debtor fails to pay when due any amount
owed by it to Secured Party or to any affiliate of Secured Party under any other
document, agreement or instrument; (b) Debtor fails to perform in compliance
with any of its agreements hereunder or any warranty made by Debtor in this
Agreement is or becomes incorrect or if Debtor fails to perform or observe any
term or provision to be performed or observed by it under any other document,
instrument or agreement furnished by Debtor to Secured Party or any affiliate of
Secured Party or otherwise acquired by Secured Party or any affiliate of Secured
Party; (c) any information, representation, or warranty furnished by Debtor to
Secured Party or to any affiliate of Secured Party is inaccurate or incorrect in
any material respect when furnished; (d) Debtor becomes insolvent or ceases to
do or is prohibited by any court order or governmental action from conducting
the business in which Debtor is principally engaged on the date of this
Agreement as a going concern; (e) any surety or bonding company assumes any of
Debtor's responsibilities under any contract or job; (f) if any of the Equipment
is lost, stolen, destroyed, confiscated by any governmental agency, abandoned,
or relocated, used or maintained in violation of the terms hereof or if Debtor
attempts to consign, sell, rent, lend or encumber any of the Equipment or allows
another to do so; (g) Debtor files a petition in bankruptcy, or for an
arrangement, reorganization, or similar relief, or makes an assignment for the
benefit of creditors, or applies for the appointment of a receiver or trustee
for a substantial part of its assets or for any of the Equipment, or attempts to
take advantage of any process or proceeding for the relief of debtors, or if any
such action is taken against Debtor; (h) any other party attempts to attach,
repossess or execute upon any of the Collateral; (i) Debtor ceases to exist as a
legal entity or Debtor or any party in control of Debtor takes any action
looking to Debtor's dissolution as a legal entity; (j) there shall be a material
change in the management, ownership or control of Debtor; or (k) Secured Party
in good faith believes that the prospect of payment or performance hereunder is
impaired. Secured Party's inaction with respect to an event of default shall not
be a waiver of such default and Secured Party's waiver of any default shall not
be a waiver of any other default.
5. Remedies Upon Default. Upon the occurrence of an event of default, and
at any time thereafter as long as the default continues, Secured Party may, at
its option, with or without notice to Debtor (i) declare this Agreement to be in
default, (ii) declare the indebtedness hereunder to be immediately due and
payable, (iii) declare all other debts then Owing by Debtor to Secured Party to
be immediately due and payable, (iv) cancel any insurance and credit any refund
to the indebtedness, and (v) exercise all of the rights and remedies of a
Secured Party under the Uniform Commercial Code and any other applicable laws,
including, without limitation, the right to require Debtor to assemble the
Equipment and deliver it to Secured Party at a place to be designated by Secured
Party which is reasonably convenient to both parties, and to lawfully enter any
premises where the Collateral may be without judicial process and take
possession thereof. Acceleration of any or all indebtedness, if so elected by
Secured Party, shall be subject to all applicable laws including those
pertaining to refunds and rebates of unearned charges. Any property other than
the Collateral which is in or upon the Collateral at the time of repossession
may be taken and held without liability until its return is requested by Debtor.
Any sale or other disposition of any of the Collateral may be made at public or
private sale or through public auction for a wholesale or retail price at the
option of Secured Party. Secured Party may buy at any sale and become the owner
of the Collateral. Unless otherwise provided by law, any requirement of
reasonable notice which Secured Party may be obligated to give regarding the
sale or other disposition of Collateral will be met if such notice is mailed to
Debtor at its address shown herein at least ten days before the time of sale or
other disposition. Debtor agrees that Secured Party may bring any legal
proceedings it deems necessary to enforce the payment and performance of
Debtor's obligations hereunder in any court in the State shown in Secured
Party's address set forth herein, and service of process may be made upon Debtor
by mailing a copy of the summons to Debtor at its address shown herein. The
filing by Secured Party of any action or proceeding with respect to the
Collateral or any of Debtor's obligations hereunder shall not constitute an
election by Secured Party's remedies or a waiver of Secured Party's rights to
take possession of the Collateral as provided above.
Expenses of retaking, holding, preparing for sale, selling and the like shall
include (a) the reasonable fees of any attorneys retained by Secured Party,(b)
any amounts advanced or expenses incurred by Secured Party pursuant to Paragraph
3 hereof and (c) all other legal and other expenses incurred by Secured Party.
Debtor agrees that it is liable for and will promptly pay any deficiency
remaining after any disposition of Collateral after default and all costs and
expenses, including the reasonable fees of any attorney, incurred by Secured
Party in the collection of any such deficiency.
6. Power of Attorney And Financing Statement. DEBTOR HEREBY APPOINTS
SECURED PARTY OR ANY OFFICER, EMPLOYEE OR DESIGNEE OF SECURED PARTY OR ANY
ASSIGNEE OF SECURED PARTY (OR ANY DESIGNEE OF SUCH ASSIGNEE) AS DEBTOR'S
ATTORNEY-IN-FACT TO, IN DEBTOR'S OR SECURED PARTY'S NAME, TO: (a) PREPARE,
EXECUTE AND SUBMIT ANY NOTICE OR PROOF OF LOSS IN ORDER TO REALIZE THE BENEFITS
OF ANY INSURANCE POLICY INSURING THE EQUIPMENT; (b) PREPARE, EXECUTE AND FILE
NAY INSTRUMENT WHICH, IN SECURED PARTY'S OPINION, IS NECESSARY TO PERFECT AND/OR
GIVE PUBLIC NOTICE OF THE INTERESTS OF SECURED PARTY IN THE EQUIPMENT; AND (c)
ENDORSE DEBTOR'S NAME ON ANY REMITTANCE REPRESENTING PROCEEDS OF ANY INSURANCE
RELATING TO THE EQUIPMENT OR THE PROCEEDS OF THE SALE LEASE OR OTHER DISPOSITION
OF THE EQUIPMENT (WHETHER OR NOT THE SAME IS A DEFAULT HEREUNDER). This power is
coupled with an interest and is irrevocable so long as any indebtedness
hereunder remains unpaid. Debtor agrees to execute and deliver Secured Party,
upon Secured Party's request such documents and assurances as Secured Party
deems necessary or advisable for the confirmation or perfection of this Security
Agreement and Secured Party's rights hereunder, including such documents as
Secured Party may require for filing or recording. DEBTOR AGREES THAT A CARBON,
PHOTOGRAPHIC OR OTHER REPRODUCTION OR THIS LEASE OR OF A FINANCING STATEMENT MAY
BE FILED AS A FINANCING STATEMENT.
7. Assignment. Debtor shall not assign this Agreement without the prior
written consent of Secured Party. Secured Party may assign this Agreement with
or without notice to or the consent of Debtor. Upon assignment, the term
"Secured Party" shall mean and refer to any assignee who is the holder of this
Agreement. After assignment of this Agreement by Secured Party, the assignor
will not be the assignee's agent for any purpose and Debtor's obligations to the
assignee will be absolute and unconditional and, to the extent permitted by
applicable law, will not be subject to any abatement, reduction, recoupment,
defense, set-off or counterclaim available to Debtor for breach of warranty or
for any other reason whatsoever. Upon full payment of all obligations secured by
this Agreement, the assignee may deliver all original papers to the assignor for
Debtor.
8. Miscellaneous. (A) All of Secured Party's rights hereunder are
cumulative and not alternative. (B) The inclusion of a trade name or division
name in the identification of Debtor hereunder does not limit Secured Party's
rights, after the occurrence of an event of default, to proceed against all of
Debtor's assets, including those held or used by Debtor individually or under
another trade or division name. (C) If permitted by law, Debtor agrees that a
carbon, photographic or other reproduction of this Agreement or of a financing
statement may be filed as a financing statement. (D) Secured Party may correct
patent errors herein and fill in blanks. (E) All of the terms and provisions
hereof will apply to and be binding upon Debtor, its heirs, personal
representatives, successors and assigns and shall inure to the benefit of
Secured Party, its successors and assigns. (F) Debtor and Secured Party hereby
waive any right to trial by jury in any action or proceeding relating to this
Agreement or the transaction contemplated hereby. (G) Debtor hereby expressly
waives notice of nonpayment, presentment, protest, dishonor, default, intent to
accelerate the maturity hereof and of acceleration of the maturity hereof. (H)
If allowed by law, "the reasonable fees of attorneys" retained by Secured Party
shall
Page 3 of 4 of Security Agreement dated: June 24, 1999 between Upright, Inc.
(Debtor) and Associates Commercial Corporation (Secured Party).
4
include the amount of any flat fee, retainer, contingent fee and/or the hourly
charges of any attorney retained by Secured Party in enforcing any of Secured
Party's rights hereunder in the prosecution or defense of any litigation related
to this Agreement or the transactions contemplated by this Agreement. (I) To the
extent allowed by law, Debtor hereby waives any exemptions or appraisals. (J) No
waiver or change in this Agreement or in any related note will be binding upon
Secured Party, or Secured Party's assignee, unless such waiver or change is in
writing and signed by one of its officers and any such waiver or change shall
then be effective only upon the terms and to the extent provided in such
writing. (K) The acceptance by Secured Party of any remittance from a party
other than Debtor will in no way constitute Secured Party's consent to the
transfer of any of the Collateral to such party. (L) Any captions or headings
included in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning of any provision contained in this
Agreement. (M) Any provision contained herein which is contrary to, prohibited
by or invalid under applicable laws or regulations will be deemed inapplicable
and omitted herefrom, but shall not invalidate the remaining provisions hereof.
(N) The only copy of this Agreement which constitutes "chattel paper" is the
original executed copy designated as "Original For Associates".
ADDITIONAL TERMS AND ORAL AGREEMENTS: Debtor and Secured Party agree that this
is a three page Agreement and each page hereof constitutes a part of this
Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
Debtor's Social Security or Federal Taxpayer Identification Number is ▇▇-▇▇▇▇▇▇▇
and Co-Debtor's is:___________________________.
DATED: June 24, 1999
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SECURED Associates Commercial Corporation
PARTY --------------------------------------------------
By:
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Title:
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
--------------------------------------------
(Street Address)
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------
(City, State and Zip Code)
Debtor hereby acknowledges receipt of an exact copy of this
Agreement.
DEBTOR: Upright, Inc.
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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Controller
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By:
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Title:
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
(▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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(City, COUNTY, State and Zip Code)
Debtor hereby acknowledges receipt of an exact copy of this Agreement
Page 4 of 4 of Security Agreement dated: June 24, 1999 between Upright, Inc.
(Debtor) and Associates Commercial Corporation (Secured Party).
5
Page 1 of 3
SCHEDULE A
Attached to and made a part of a(n) SECURITY AGREEMENT dated June 24, 1999
between Upright, Inc. (Debtor) and Associates Commercial Corporation (Secured
Party)
(Describe property fully, including year if appropriate, make, model, kind of
unit, serial number and any other pertinent information.)
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VENDOR INVOICE NUMBER DESCRIPTION
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Dell Receivables 101396312 Inspiron D266XT Pentium II
Dell Receivables 166339044 Inspiron D266XT Pentium II
CDW Computer Centers 8185826 HP Netserver
CDW Computer Centers 8208914 HP Netserver
Ace Electric 12666 Electrical for Batch System
▇▇▇▇▇▇▇▇▇ Paint 44623 Dwn Pymnt Graco Pro Mix System
▇▇▇▇▇▇▇▇▇ Paint 46589 Final Pymt Graco Pro Mix System
▇▇▇▇▇▇ Fire Equipment 11078 Dry Chemical Fire System
Tellkamp Systems 5677 Batch liquid painting system
Tellkamp Systems 5718 Serial Number 3713, with 18'x16'x40'
Tellkamp Systems 5734 Steam Cleaning Booth, Dry Filter
Tellkamp Systems 5788 Spray Booth, Cure Oven and Waste
Tellkamp Systems 5854 Water Treatment System
Coast Tool Company 2010793-01 Presetter
▇.▇. Equipment 25684 Hoppers
MHI Machine Tool USA, Inc. 19072 (2) Mitsubishi MTH11/1416
MHI Machine Tool USA, Inc. Horizontal Boring ▇▇▇▇▇
Mitsubishi Machine Tools Serial #'s G62240 & G62250
▇▇▇▇▇▇▇ Storage Systems 478945 Storage Cabinets
TCB Industrial 980643 Scope # 1
TCB Industrial 990014 Scope # 2
Gateway 2000 32236107 ▇▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ 2000 32240501 Hitachi Monitor
Dell Receivables 173327420 Inspiron D266XT Pentium II
Dell Receivables 183026731 Inspiron D266XT Pentium II
PDM Moldings 15772 LX Control Cast Tool-50%
PDM Moldings 16960 LX Control Cast Tool-50% & other
California Furnishings 38632 Office Furniture
Gateway 2000 33548323 GP6-400 System
CDW Computer Centers 8639534 Viewsonic Monitor
Gateway 2000 33655790 ▇▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ 2000 33672722 ▇▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Office Furniture
Tech-Tools 11227 Digiset Calibrator
Dell Receivables 180109159 Inspiron D266GT Pentium II
Dell Receivables 130109621 Inspiron D233XT Pentium II
Hunter Associates 6548376 Miniscan XE Plus Spectrophotometer
▇▇▇▇▇▇▇▇ Industrial B190564 ▇▇▇▇▇▇ SE2030 Gear Drill Press
▇▇▇▇ ▇▇▇▇▇▇ Tool & Die 5892 8-Spreader Bars
Veco Technologies 11389 Weld Fixture 2515, 2516, 2517
▇▇▇▇▇ Systems 79523 Touch Station DNC Link for CNC
Gateway 2000 33569514 ▇▇▇-▇▇▇ ▇▇ ▇/▇▇▇▇▇▇ Laser Printer
(Debtor) Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------
Controller
6
Page 2 of 3
SCHEDULE A
Attached to and made a part of a(n) SECURITY AGREEMENT dated June 24, 1999
between Upright, Inc. (Debtor) and Associates Commercial Corporation (Secured
Party)
(Describe property fully, including year if appropriate, make, model, kind of
unit, serial number and any other pertinent information.)
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VENDOR INVOICE NUMBER DESCRIPTION
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Contec Industries 2320 Chain Sling
Contec Industries 23182 Chain Sling
Contec Industries 23245 Contec Industries
Contec Industries 23341 1600lb. Magnet
Hydraulics Controls Inc P-81461-0 Power Unit
▇.▇. Equipment 25066 Fiberglass Ladders
Northern Steel Inc SL0001233 1" Beams
Northern Steel Inc SL0001239 Stack Bins
PDM 765329 12 GA Steel
Tech-Tools 12224 Carbide Drill
Tech-Tools 12289 Clicker Torque Wrench
Tech-Tools 12315 Drive Wrench
Tech-Tools 12316 Drive Wrench
Tech-Tools 12452 Torque Wrench
▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇-▇ Gauges
Gateway 2000 34578836 GP6-400 System
Manitex 19846 Boom Tube Weld Fixture
▇▇▇▇ ▇▇▇▇▇▇ Tool & Die 5891 Weld Fixture 2912
Veco Technologies 11388 Weld Fixture 2832 & 2836
▇▇▇▇ ▇▇▇▇▇▇ Tool & Die 5893 Weld Fixture 2911
Aero Methods 1576 Weld Fixture 2865
Aero Methods 1586 Weld Fixture 2957
▇▇▇▇▇▇▇ ▇▇▇▇▇ Weld Fixture 2931 & 2939
▇▇▇▇▇▇▇ ▇▇▇▇▇ Weld Fixture 2930 & 2940
Method Tool & Design 111 Weld Fixture 2937
Method Tool & Design UPRT#11-14 Weld Fixture 2915,2936-2938
COB Enterprises 2237 Weld Fixture 2834
COB Enterprises 2236 Weld Fixture 2833-50%
COB Enterprises 2242 Weld Fixture 2833-50%
CNC Machining Service 8381 Mill Fixture
CNC Machining Service 8382 Mill Fixture
▇▇▇▇▇▇▇ Tool & Die 99074 Drill Jig
Kem-Tech 10616 Machining Fixture
Kem-Tech 10619 Milling Fixture
Kem-Tech 10620 Machining Fixture
Fresno Oxygen 813498 Wall Fan
Kings Canyon Welding 199910 Paint Rack
▇▇▇▇▇▇▇▇-▇▇▇▇ 11416055 Hydraulic Scissor Lift Table
Tech-Tools 12746 Burnishing Tool
Finishing Equipment 34064 Blast Booth-40%
Finishing Equipment 33866 Blast Booth-50%
Finishing Equipment 34070 Blast Booth-10%
Fresno Oxygen 811415 ▇▇▇▇▇▇ SE2030 Gear Drill Press
(Debtor) Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------
Controller
7
Page 3 of 3
SCHEDULE A
Attached to and made a part of a(n) SECURITY AGREEMENT dated June 24, 1999
between Upright, Inc. (Debtor) and Associates Commercial Corporation (Secured
Party)
(Describe property fully, including year if appropriate, make, model, kind of
unit, serial number and any other pertinent information.)
------------------------------------------------------------------------------------------
VENDOR INVOICE NUMBER DESCRIPTION
------------------------------------------------------------------------------------------
Tech-Tools 11699 Stronghold Cabinet
▇.▇. ▇▇▇▇▇▇▇▇ 506-868507-1 Light Meter
▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇-▇ Cabinet
▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇-▇ Trash Pump
▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇-▇ Band Saw
Weco 463527 Lincoln Welder
Weco 470210 Labeler/Digital Camera
Weco 475065 Cut Off Saws
Dell Receivables 188370811 Inspiron D300GT Pentium II
CAD Graphics 1236 2 Engineering PC Workstations
Dell Receivables 189131394 2-Inspiron D300GT Pentium II
Cal-Weld Supply 64915 Dereeler Accutrack
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 11848 Weld Fixture 2878
▇▇▇▇▇ Tool 990010106 Machining Fixture 2766 & 2767
Kem Tech 10457 Machining Fixture 2801
Dell Receivables 184103737 Inspiron D300GT Pentium II
CDW Computer Centers 8895430 MS WIN NT SVR
CDW Computer Centers 8914641 MS MSOL Exchange Cint NT
CDW Computer Centers 8948107 HP Netserver
CDW Computer Centers 8985687 HP 9.1 GB Profile Hot Swap
(Debtor) Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------
Controller
8
[LOGO]
PAYMENT ADJUSTMENT ADDENDUM TO PROMISSORY NOTE
AND SECURITY AGREEMENT BETWEEN
ASSOCIATES COMMERCIAL CORPORATION., AS SECURED PARTY AND
UPRIGHT, INC., AS DEBTOR
DATED JUNE 24, 1999.
ADJUSTMENT CLAUSE:
Base Monthly Payments have been calculated using a rate factor of (2.53295%)
times equipment cost. This factor is based on a Sixty (60) month U.S. Treasury
Note Yield of 5.72% as published in the Wall Street Journal on June 01, 1999.
The Rate Factor and Base Monthly Payments are fixed for a period of Thirty (30)
days from June 22, 1999. Debtor agrees that, after this Thirty (30) Day Period,
(until the day of contract commencement) the rate factor and monthly payment
will be adjusted to any increase in the aforementioned Sixty (60) month U.S.
Treasury Note Yield as of the first day of the month the contract commencement.
If no sixty (60) month U.S. Treasury Note Yield is published as of the first of
the month, an average of the published Fifty-Nine (59) month and Sixty-One (61)
month U.S. Treasury Note Yields will be used for adjustment purposes. The final
rate factor and monthly payments will be fixed on the day of contract
commencement for the full term.
AGREED TO, THIS 24 DAY OF JUNE, 1999
UPRIGHT, INC.
DEBTOR
BY: /S/ ▇▇▇▇ ▇▇▇▇▇▇ TITLE: CONTROLLER
-------------------------------- ----------------------------------