Exhibit 10.4
CirTran Corporation
Form 10-KSB
IMPERIAL BANK
Member FDIC
SECURITY AND LOAN AGREEMENT
(ACCOUNTS RECEIVABLE AND/OR INVENTORY)
This Agreement is entered into between CIRCUIT TECHNOLOGY, INC.,,
a corporation (herein called "Borrower" and IMPERIAL BANK (herein
called "Bank").
1. Bank hereby commits, subject to all the terms and conditions
of this Agreement and prior to the termination of its
commitment as hereinafter provided, to make loans to
Borrower from time to time in such amounts as may be
determined by Bank up to, but not exceeding in the aggregate
unpaid balance, the following Borrowing Base:
80 % of Eligible Accounts
50 % of the Value of Inventory not to exceed
$2,000,000.00
"and in no event more than $4,500,000.00
2. The amount of each loan made by Bank to Borrower hereunder
shall be debited to the loan ledger account of Borrower
maintained by Bank (herein called "Loan Account") and Bank
shall credit the Loan Account with all loan repayments made
by Borrower. Borrower promises to pay Bank (a) the unpaid
balance of Borrower's Loan Account on demand and (b) on or
before the tenth day of each month, interest on the average
daily unpaid balance of the Loan Account during the
immediately preceding month at the rate of one and one half
percent (1.500%) per annum in excess of the rate of interest
which Bank has announced as its prime lending rate ("Prime
Rate") which shall vary concurrently with any change in such
Prime Rate. Interest shall be computed at the above rate on
the basis of the actual number of days during which the
principal balance of the loan account is outstanding divided
by 360, which shall for interest computation purposes be
considered one year. Bank at its option may demand payment
of any or all of the amount due under the Loan Account
including accrued but unpaid interest at any time. Such
notice may be given verbally or in writing and should be
effective upon receipt by Borrower. The amount of interest
payable each month by Borrower shall not be less than a
minimum monthly change of $250.00. Bank is hereby
authorized to charge Borrower's deposit account(s) with Bank
for all sums due Bank under this agreement.
3. Requests for loans hereunder shall be in writing duly
executed by Borrower in a form satisfactory to Bank and
shall contain a certification setting forth the matters
referred to in Section 1, which shall disclose that Borrower
is entitled to the amount of loan being requested.
4. As used in this Agreement, the following terms shall have
the following meanings:
A. "Accounts" means any right to payment for goods sold or
leased, or to be sold or to be leased, or for services
rendered or to be rendered no matter how evidenced,
including accounts receivable, contract rights, chattel
paper, instruments, purchase orders, notes, drafts,
acceptances, general intangibles and other forms of
obligations and receivables.
B "Inventory" means all of the Borrower's goods,
merchandise and other personal property which are held
for sale or lease, including those held for display or
demonstration or out on lease or consignment or to be
furnished under a contract of service or are raw
materials, work in process or materials used or
consumed, or to be used or consumed in Borrower's
business, and shall include all property rights,
patents, plans, drawings, diagrams, schematics,
assembly and display materials relating thereto.
C. "Collateral" means any and all personal property of
Borrower which is assigned or hereafter is assigned to
Bank as security or in which Bank now has or hereafter
acquires a security interest.
D. "Eligible Accounts" means all of Borrower's Accounts
excluding, however, (1) all Accounts under which
payment is not received within 90 days from any invoice
date, (2) all Accounts against which the account debtor
or any other person obligated to make payment thereon
asserts any defense, offset, counterclaim or other
right to avoid or reduce the liability represented by
the Account and (3) any Accounts if the account debtor
or any other person liable in connection therewith is
insolvent, subject to bankruptcy or receivership
proceedings or has made an assignment for the benefit
of creditors or whose credit standing is unacceptable
to Bank and Bank has so notified Borrower. Eligible
Accounts shall only include such accounts as Bank in
its sole discretion shall determine are eligible from
time to time.
E. "Value of Inventory" means the value of Borrower's
inventory determined in accordance with generally
accepted accounting principles consistently applied
excluding, however, the amount of progress payments,
pre-delivery payments, deposits and any other sums
received by Borrower in anticipation of the sale and
delivery of Inventory, all Inventory on consignment or
lease to others, and all property on consignment or
lease from others to Borrower.
5. Borrower hereby assigns to Bank all Borrower's present and
future Accounts, including all proceeds due thereunder, all
guaranties and security therefore and all merchandise giving
rise thereto, and hereby grants to Bank a continuing
security interest in all Borrower's Inventory and in all
proceeds and products thereof, whether now owned or
hereafter existing or acquired, including all moneys in the
Collateral Account referred to in Section 6 hereof, as
security for any and all obligations of Borrower to Bank,
whether now owing or hereafter incurred and whether direct,
indirect, absolute or contingent. So long as Borrower is
indebted to Bank or Bank is committed to extend credit to
Borrower, Borrower will execute and deliver to Bank such
assignments, including Bank's standing forms of Specific or
General Assignment covering individual Accounts, notices,
financing statements, and other documents and papers as Bank
may require in order to affirm, effectuate or further assure
the assignment to Bank of the Collateral or to give any
third party, including the account debtors obligated on the
Accounts, notice of Bank's interest in the Collateral.
6. Until Bank exercises its rights to collect the Accounts and
Inventory proceeds pursuant to paragraph 10, Borrower will
collect with diligence all Borrower's Accounts and Inventory
proceeds, provided that no legal action shall be maintained
thereon or in connection therewith without Bank's prior
written consent. Any collection of Accounts or Inventory
proceeds by Borrower, whether in the form of cash, checks,
notes, or other instruments for the payment of money
(properly endorsed or assigned where required to enable Bank
to collect same) shall be in trust for Bank, and Borrower
shall keep all such collections separate and apart from all
other funds and property so as to be capable of
identification as the property of Bank and deliver said
collections, together with the proceeds of all cash sales,
daily to Bank in the identical form received. The proceeds
of such collections when received by Bank may be applied by
Bank directly to the payment of Borrower's Loan Account or
any other obligation secured hereby. Any credit given by
Bank upon receipt of said proceeds shall be conditional
credit subject to collection. Returned items at Bank's
option may be charged to Borrower's general account. All
collections of the Accounts and Inventory proceeds shall be
set forth on an itemized schedule, showing the name of the
account debtor, the amount of each payment and such other
information as Bank may request.
7. Until Bank exercises its rights to collect the Accounts or
Inventory proceeds pursuant to paragraph 10, Borrower may
continue its present policies with respect to returned
merchandise and adjustments. However, Borrower shall
immediately notify Bank of all cases involving returns,
repossessions, and loss or damage of or to merchandise
represented by the Accounts or constituting Inventory and of
any credits, adjustments or disputes arising in connection
with the goods or services represented by the Accounts or
constituting Inventory and, in any of such events, Borrower
will immediately pay to Bank from its own funds (and not
from the proceeds of Accounts or Inventory) for application
to Borrower's Loan Account or any other obligation secured
hereby the amount of any credit for such returned or
repossessed merchandise and adjustments made to any of the
Accounts. Until payment is made as provided herein or until
release by Bank from its security interest, all merchandise
returned to or repossessed by Borrower shall be set aside
and identified as the property of Bank and Bank shall be
entitled to enter upon any premises where such merchandise
is located and take immediate possession thereof and remove
same.
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8. Borrower represents and warrants to Bank: (i) If Borrower is
a corporation, that Borrower is duly organized and existing
in the State of its incorporation and the execution,
delivery and performance hereof are within Borrower's
corporate powers, have been duly authorized and are not in
conflict with law or the terms of any charter, by-law or
other incorporation papers, or of any indenture, agreement
or undertaking to which Borrower is a party or by which
Borrower is found or affected; (ii) Borrower is, or at the
time the collateral becomes subject to Bank's security
interest will be, the true and lawful owner of and has, or
at the time the Collateral becomes subject to Bank's
security interest will have, good and clear title to the
Collateral, subject only to Bank's rights therein; (iii)
Each Account is, or at the time the Account comes into
existence will be, a true and correct statement of a bona
fide indebtedness incurred by the debtor named therein in
the amount of the Account for either merchandise sold or
delivered (or being held subject to Borrower's delivery
instructions) to, or services rendered, performed and
accepted by, the account debtor; (iv)That there are or will
be no defenses, counterclaims, or setoffs which may be
asserted against the Accounts; and (v) any and all financial
information, including information relating to the
Collateral, submitted by Borrower to Bank, whether
previously or in the future, is or will be true and correct.
9. Borrower will: (i) Furnish Bank from time to time such
financial statements and information as Bank may reasonably
request and inform Bank immediately upon the occurrence of a
material adverse change therein; (ii) Furnish Bank
periodically, in such form and detail and at such times as
Bank may require, statements showing aging and
reconciliation of the Accounts and collections thereon, and
reports as to the inventory and sales thereof; (iii) Permit
representatives of Bank to inspect the inventory and
Borrower's books and records relating to the Collateral and
make extracts therefrom at any reasonable time and to
arrange for verification of the Accounts, under reasonable
procedures, acceptable to Bank, directly with the account
debtors or otherwise at Borrower's expense; (iv) Promptly
notify Bank of any attachment or other legal process levied
against any of the Collateral and any information received
by Borrower relative to the Collateral, including the
Accounts, the account debtors or other persons obligated in
connection therewith, which may in any way affect the value
of the Collateral or the rights and remedies of Bank in
respect thereto; (v) Reimburse Bank upon demand for any and
all legal costs, including reasonable attorneys' fees, and
other expense incurred in collecting any sums payable by
Borrower under Borrower's Loan Account or any other
obligation secured hereby, enforcing any term or provision
of this Security Agreement or otherwise or in the checking,
handling and collection of the Collateral and the
preparation and enforcement of any agreement relating
thereto; (vi) Notify Bank of each location at which the
inventory is or will be kept, other than for temporary
processing, storage or similar purposes, and of any removal
thereof to a new location and of each office of Borrower at
which records of Borrower relating to the Accounts are kept;
(vii) Provide, maintain and deliver to Bank policies
insuring the Collateral against loss or damagers by such
risks and in such amounts, forms and companies as Bank may
require and with loss payable solely to Bank, and, in the
event Bank takes possession of the Collateral, the insurance
policy or policies and any unearned or returned premium
thereon shall at the option of Bank become the sole property
of Bank, such policies and the proceeds of any other
insurance covering or in any way relating to the Collateral,
whether now in existence or hereafter obtained, being hereby
assigned to Bank; (viii) Do all acts necessary to maintain,
preserve and protect all Inventory, keep all Inventory in
good condition and repair and not to cause any waste or
unusual or unreasonable depreciation thereof, and (ix) In
the event the unpaid balance of Borrower's Loan Account
shall exceed the maximum amount of outstanding loans to
which Borrower is entitled under Section 1 hereof, Borrower
shall immediately pay to Bank, from its own funds and not
from the proceeds of Collateral, for credit to Borrower's
Loan Account the amount of such excess.
10. Bank may at any time, without prior notice to Borrower,
collect the Accounts and Inventory proceeds and may give
notice of assignment to any and all account debtors, and
Borrower does hereby make, constitute and appoint Bank its
irrevocable, true and lawful attorney with power to receive,
open and dispose of all mail addressed to Borrower, to
endorse the name of Borrower upon any checks or other
evidences of payment that may come into the possession of
Bank upon the Accounts or as proceeds of inventory; to
endorse the name of the undersigned upon any document or
instrument relating to the Collateral; in its name or
otherwise, to demand, ▇▇▇ for, collect and give acquittances
for any and all moneys due or to become due upon the
Accounts; to compromise, prosecute or defend any action,
claim or proceeding with respect thereto; and to do any and
all things necessary and proper to carry out the purpose
herein contemplated.
11. Until Borrower's Loan Account and all other obligations
secured hereby shall have been repaid in full, Borrower
shall not sell, dispose of or grant a security interest in
any of the Collateral other than to Bank, or execute any
financing statements covering the Collateral in favor of any
secured party or person other than Bank.
12. Should: (i) Default be made in the payment of any
obligation, or breach be made in any warranty, statement,
promise, term or condition, contained herein or hereby
secured; (ii) Any statement or representation made for the
purpose of obtaining credit hereunder prove false, (iii)
Bank deem the Collateral inadequate or unsafe or in danger
of misuse; (iv) Borrower become insolvent or make an
assignment for the benefit of creditors; or (v) Any
proceeding be commenced by or against Borrower under any
bankruptcy, reorganization, arrangement, readjustment of
debt or moratorium law of statute, then in any such event,
Bank may, at its option and without demand first made and
without notice to Borrower, do any one or more of the
following: (a) Terminate its obligation to make loans to
Borrower as provided in Section 1 hereof; (b) Declare all
sums secured hereby immediately due and payable; (c)
Immediately take possession of the Collateral wherever it
may be found, using all necessary force so to do or require
Borrower to assemble the Collateral and make it available to
Bank at a place designated by Bank which is reasonably
convenient to Borrower and Bank, and Borrower waives all
claims for damages due to or arising from or connected with
any such taking; (d) Proceed in the foreclosure of Bank's
security interest and sale of the Collateral in any manner
permitted by law, or provided for herein; (e) Sell, lease or
otherwise dispose of the Collateral at public or private
sale, with or without having the Collateral at the place of
sale, and upon terms and in such manner as Bank may
determine, and Bank may purchase same at any such sale; (f)
Retain the Collateral in full satisfaction of the
obligations secured thereby; (g) Exercise any remedies of a
secured party under the Uniform Commercial Code. Prior to
any such disposition, Bank may, at as option, cause any of
the Collateral to be repaired or reconditioned in such
manner and to such extent as Bank may deem advisable, and
any sums expended therefore by Bank shall be repaid by
Borrower and secured hereby. Bank shall have the right to
enforce one or more remedies hereunder successively or
concurrently, and any such action shall not estop or prevent
Bank from pursuing any further remedy which it may have
hereunder or by law. If a sufficient sum is not realized
from any such disposition of Collateral to pay all
obligations secured by this Security Agreement, Borrower
hereby promises and agrees to pay Bank any deficiency.
13. If any writ of attachment, garnishment, execution or other
legal process be issued against any property of Borrower, or
if any assessment for taxes against Borrower, other than
real property, is made by the Federal or State government or
any department thereof, the obligation of Bank to make loans
to Borrower as provided in Section 1 hereof shall
immediately terminate and the unpaid balance of the Loan
Account, all other obligations secured hereby and all other
sums due hereunder shall immediately become due and payable
without demand, presentment or notice.
14. Borrower authorizes Bank to destroy all invoices, delivery
receipts, reports and other types of documents and records
submitted to Bank in connection with the transactions
contemplated herein at any time subsequent to four months
from the time such items are delivered to Bank.
15. Nothing herein shall in any way limit the effect of the
conditions set forth in any other security or other
agreement executed by Borrower, but each and every condition
hereof shall be in addition thereto.
16. Additional Provisions: See attached Addendum to Security and
Loan Agreement.
Executed this 6th day of April, 1998
CIRCUIT TECHNOLOGY, INC.
(Name of Borrower)
IMPERIAL BANK
BY:
(Authorized Signature and Title)
BY: BY:
Title (Authorized Signature and Title:
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SECURITY AGREEMENT (CONTINUED)
Obligor represents, warrants and agrees:
1. Obligor will immediately pay (1) any Debt when due, (b)
Bank's costs of collecting the Debt, of protecting, insuring
or realizing on Collateral, and any expenditure of Bank
pursuant hereto, including attorneys' fees and expenses,
with interest at the rate of 24% per year, or the rate
applicable to the Debt, whichever is less, from the date of
expenditure, and (c) any deficiency after realization of
Collateral.
2. Obligor will use the proceeds of any loan that becomes Debt
hereunder for the purpose indicated on the application
therefore, and will promptly contract to purchase and pay
the purchase price of any property which becomes Collateral
hereunder from the proceeds of any loan made for that
purpose.
3. As to all Collateral in Obligor's possession (unless
specifically otherwise agreed to by Bank in writing),
Obligor will:
(a) Have, or has, possession of the Collateral at the
location disclosed to Bank and will not remove the
Collateral from the location.
(b) Keep the Collateral separate and identifiable.
(c) Maintain the Collateral in good and saleable condition,
repair it if necessary, clean, feed, shelter, water,
medicate, fertilize, cultivate, irrigate, prune and
otherwise deal with the Collateral in all such ways as are
considered good practice by owners of like property, use it
lawfully and only as permitted by insurance policies, and
permit Bank to inspect the Collateral at any reasonable
time.
(d) Not sell, contract to sell, lease, encumber or transfer
the Collateral (other than inventory Collateral) until the
Debt has been paid, even though Bank has a security interest
in proceeds of such Collateral.
4. As to Collateral which is inventory and accounts, Obligor:
(a) May, until notice from bank, sell, lease or otherwise
dispose of Inventory Collateral in the ordinary course of
business only, and collect the cash proceeds thereof.
(b) Will, upon notice from Bank, deposit all cash proceeds
as received in a demand deposit account with Bank,
containing only such proceeds and deliver statements
identifying units of inventory disposed of, accounts which
gave rise to proceeds, and all acquisitions and returns of
inventory as required by Bank.
(c) Will receive in trust, schedule on forms satisfactory
to the Bank and deliver to Bank all non-cash proceeds other
than inventory received in trade.
(d) If not in default, may obtain release of Bank's
interest in individual units of Inventory upon request,
therefore, payment to Bank of the release price of such
units shown on any Collateral schedule supplementary hereto,
and compliance herewith as to proceeds thereof.
5. As to Collateral which are accounts, chattel paper, general
intangibles and proceeds described in 4(c) above, Obligor
warrants, represents and agrees:
(a) All such Collateral is genuine, enforceable in
accordance with its terms, free from default,
prepayment, defense and conditions precedent (except as
disclosed to and accepted by Bank in writing), and is
supported by consecutively numbered invoices to, or
rights against, the debtors thereon. Obligor will
supply Bank with duplicate invoices or other evidence
of Obligor's rights on Bank request;
(b) All persons appearing to be obligated on such
Collateral have authority and capacity to contract;
(c) All chattel paper is in compliance with law as to form,
content and manner of preparation and execution and has
been properly registered, recorded, and/or filed to
protect Obligor's interest thereunder;
(d) If an account debtor shall also be indebted to Obligor
on another obligation, any payment made by him not
specifically designated to be applied on any particular
obligation shall be considered to be a payment on the
account in which Bank has a security interest. Should
any remittance include a payment not on an account, it
shall be delivered to Bank and, if no event of default
has occurred, Bank shall pay Obligor the amount of such
payment.
(e) Obligor agrees not to compromise, settle or adjust any
account or renew or extend the time of payment thereof
without Bank's prior written consent.
6. Obligor owns all Collateral absolutely, and no other person
has or claims any interest in any Collateral, except as disclosed
to and accepted by Bank in writing. Obligor will defend any
proceeding, which may affect title to or Bank's security interest
in any Collateral, and will indemnify and hold Bank free and
harmless from all costs and expenses of Bank's defense.
7. Obligor will pay when due all existing or future charges,
liens or encumbrances on and all taxes and assessments now or
hereafter imposed on or affecting the Collateral and, if the
Collateral is in Obligor's possession, the realty on which the
Collateral is located.
8. Obligor will insure the Collateral with Bank as loss payee
in form and amounts with companies, and against risks and
liability satisfactory to Bank, and hereby assigns such policies
to Bank, agrees to deliver them to Bank at Bank's request, and
authorizes Bank to make any claim thereunder, to cancel the
insurance on Obligor's default, and to receive payment of and
endorse any instrument in payment of any loss or return premium.
If Obligor should fail to deliver the required policy or policies
to the Bank, Bank may, at Obligor's cost and expense, without any
duty to do so, get and pay for insurance naming as the insured,
at Bank's option, either both Obligor and Bank, or only Bank, and
the cost thereof shall be secured by this Security Agreement, and
shall be repayable as provided in Paragraph 1 above.
9. Obligor will give Bank any information it requires. All
information at any time supplied to Bank by Obligor (including,
but not limited to, the value and condition of Collateral,
financial statements, financing statements, and statements made
in documentary Collateral) is correct and complete, and Obligor
will notify Bank of any adverse change in such information.
Obligor will promptly notify Bank of any change of Obligor's
residence, chief executive office or mailing address.
10.. Bank is irrevocably appointed Obligor's attorney-in-fact to
do any act which Obligor's obligated hereby to do, to exercise
such rights as Obligor may exercise, to use such equipment as
Obligor might use, to enter Obligor's premises to give notice of
Bank's security interest, and to collect Collateral and proceeds
and to execute and file in Obligor's name any financing
statements and amendments thereto required to perfect Bank's
security interest hereunder, all to protect and preserve the
Collateral and Bank's rights hereunder. Bank may:
(a) Endorse, collect and receive delivery or payment of
instruments and documents constituting Collateral;
(b) Make extension agreements with respect to or affecting
Collateral, exchange it for other Collateral, release
persons liable thereon or take security for the payment
thereof, and compromise disputes in connection therewith;
(c) Use or operate Collateral for the purpose of preserving
Collateral or its value and for preserving or liquidating
Collateral.
11. If more than one Obligor signs this Agreement, their
liability is joint and several. Any Obligor who is married
agrees that recourse may be had against separate property for the
Debt. Discharge of any Obligor except for full payment, or any
extension, forbearance, change of rate of interest, or
acceptance, release or substitution of Collateral or any
impairment or suspension of Bank's rights against an Obligor, or
any transfer of an Obligor's interest to another shall not affect
the liability of any other Obligor. Until the Debt shall have
been paid or performed in full, Bank's rights shall continue even
if the Debt is outlawed. All Obligors waive: (a) any right to
require Bank to proceed against any Obligor before any other, or
to pursue any other remedy; (b) presentment, protest and notice
of protest, demand and notice of nonpayment, demand or
performance, notice of sale, and advertisement of sale; (c) any
right to the benefit of or to direct the application of any
Collateral until the Debt shall have been paid; (d) and any right
of subrogation to Bank until Debt shall have been paid or
performed in full.
12. Upon default, at Bank's option, without demand or notice,
all or any part of the Debt shall immediately become due. Bank
shall have all rights given by law, and may sell, in one or more
sales, Collateral in any county where Bank has an office. Bank
may purchase at such sale. Sales for cash or on credit to a
wholesaler, retailer or user of the Collateral, or at public or
private auction, are all to be considered commercially
reasonable. Bank may require Obligor to assemble the Collateral
and make it available to Bank at the entrance to the location of
the Collateral, or a place designated by Bank.
Defaults shall include:
(a) Obligor's failure to pay or perform this or any
agreement with Bank or breach of any warranty herein, or
Borrower's failure to pay or perform any agreement with
Bank.
(b) Any change in Obligor's or Borrower's financial
condition which in Bank's judgment impairs the prospect of
Borrower's payment or performance. (c) Any actual or
reasonably anticipated deterioration of the Collateral or in
the market price thereof which causes it, in Bank's
judgment, to become unsatisfactory as security.
(d) Any levy or seizure against Borrower or any of the
Collateral.
(e) Death, termination of business, assignment for
creditors, insolvency, appointment of receiver, or the
filing of any petition under bankruptcy or debtor's relief
laws of, by or against Obligor or Borrower or any guarantor
of the Debt.
(f) Any warranty or representation which is false or is
believed in good faith by Bank to be false.
13. Bank's acceptance of partial or delinquent payments or the
failure of Bank to exercise any right or remedy shall not waive
any obligation of Obligor or Borrower or right of Bank to modify
this Agreement, or waive any other similar default.
14. On transfer of all or any part of the Debt, Bank may
transfer all or any part of the Collateral. Bank may deliver all
or any part of the Collateral to any Obligor at any time. Any
such transfer or delivery shall discharge Bank from all liability
and responsibility with respect to such Collateral transferred or
delivered. This Agreement benefits Bank's successors and assigns
and binds Obligor's heirs, legatees, personal representatives,
successors and assigns. Obligor agrees not to assert against any
assignee of Bank any claim or defense that may exist against
Bank. Time is of the essence. This Agreement and supplementary
schedules hereto contain the entire security agreement between
Bank and Obligor. Obligor will execute any additional
agreements, assignments or documents reasonably required by Bank
to carry this Agreement into effect.
15. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, to the
jurisdiction of whose courts the Obligor hereby agrees to submit.
Obligor agrees that service of process may be accomplished by any
means authorized by California law. All words used herein in the
singular shall be considered to have been used in the plural
where the context and construction so require.
16. To the extent that Obligor acquires any trademarks, service
marks, trade names and service names and/or the goodwill
associated therewith, copyrights, patents and/or patent
applications (collectively "Intellectual Property"), Obligor
shall give prompt notice thereof to Bank and shall take any and
all actions required from time to time by Bank to perfect
Obligor's interest in such Intellectual Property and to perfect
Bank's first priority interest therein. Without limiting the
generality of the foregoing, the Obligor agrees as follows: Upon
Obligor creating, writing, producing or acquiring any software,
computer source codes or other computer programs (collectively,
the "Software"), Obligor shall promptly register such Software
with the U.S. Copyright Office and to the extent Obligor's rights
therein are acquired for any third party, Obligor shall promptly
upon such acquisition file with the U.S. Copyright Office any and
all documents necessary to perfect Obligor's rights therein.
Upon Obligor creating, writing, producing or otherwise acquiring
any Software, Obligor shall give prompt notice thereof to Bank.
Obligor shall execute and deliver to Bank any and all copyright
mortgages, UCC financing statements and other documents and
instruments which Bank may request in connection with the Bank
perfecting its first priority security interest in such Software.
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GENERAL SECURITY AGREEMENT
(Tangible and Intangible Personal Property)
This Agreement is executed on April 6, 1998, by CIRCUIT
TECHNOLOGY, INC. (hereinafter called "Obligor"). In
consideration of financial accommodations given, to be given or
continued, the Obligor grants to IMPERIAL BANK (hereinafter
called "Bank") a security interest in (a) all property (i)
delivered to Bank by Obligor, (ii) which shall be in Bank's
possession or control in any matter or for any purpose, (iii)
described below, (iv) now owned or hereafter acquired by Obligor
of the type or class described below and/or in any supplementary
schedule hereto, or in any financing statement filed by Bank and
executed by or on behalf of Obligor; (b) all deposits accounts of
Obligor at Bank and (c) the proceeds, increase and products of
such property, all accessions thereto, and all property which
Obligor may receive on account of such collateral which Obligor
will immediately deliver to Bank (collectively referred to as
"Collateral") to secure payment and performance of all of
Obligor's present or future debts or obligations to Bank, whether
absolute or contingent (hereafter referred to as "Debt"). Unless
otherwise defined, words used herein have the meanings given them
in the California Uniform Commercial Code.
Collateral:
A. VEHICLE, VESSEL, AIRCRAFT
Identification License or
Year Make/Manufacturer Model and Serial No.
Registration No. New or Used :
Engine or other equipment:
(For aircraft - original ink signature on copy to FAA
B. DEPOSIT ACCOUNTS:
Type: Account Number Amount
In name of Depository
AND ALL EXTENSIONS OR RENEWALS THEREOF.
C. ACCOUNTS, INTANGIBLES AND OTHERS: (Describe)
All personal property, whether presently existing or
hereafter created or acquired, including but not limited to:
All accounts, chattel paper, documents, instruments, money
deposit accounts and general intangibles including returns,
repossessions, books and records relating thereto, and
equipment containing said books and records. All Investment
property including securities and securities entitlements.
All goods including equipment and Inventory. All proceeds
including, without limitation, insurance proceeds. All
guarantees and other security therefore.
The collateral not in Bank's possession will be located at:
4125 2 ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
? If checked, the Obligor is executing this Agreement as an
Accommodation Debtor only and the Obligor's liability is limited
to the security interest granted in the Collateral described
herein. The party being accommodated is:
("Borrower")
All the terms and provisions on page 2 hereof are incorporated
herein as though set forth in full, and constitute a part of this
Agreement.
Name Signature
(Indicate title, if applicable)
Address
4125 S. 6000 W
CIRCUIT TECHNOLOGY, INC. BY ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
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