Exhibit 10.37
AMENDED RATIFICATION AND AMENDMENT AGREEMENT
AMENDED RATIFICATION AND AMENDMENT AGREEMENT (the
"Ratification Agreement") dated as of August 12, 1996, by and
between AMERICAN WHITE CROSS, INC., a Delaware corporation, as
Debtor and Debtor-in-Possession ("Debtor"), the surviving
corporation of the merger of The American White Cross Laboratories,
Inc. ("AWCL") into NPM Healthcare Products, Inc. ("NPM"), whose
name was thereafter changed to American White Cross, Inc., and
CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), a Massachusetts
corporation ("Lender").
W I T N E S S E T H:
WHEREAS, Debtor, ▇▇▇▇▇▇ Manufacturing Corporation
("▇▇▇▇▇▇") and Acme/▇▇▇▇▇▇▇ Puerto Rico, Inc. ("Acme"; and together
with ▇▇▇▇▇▇, collectively, "Guarantors") have commenced cases under
Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the District of Delaware and Debtor and
Guarantors have retained possession of their respective assets and
are authorized under the Bankruptcy Code to continue the operation
of their respective businesses as debtors-in-possession; and
WHEREAS, prior to the commencement of the Chapter 11 Case
(as hereinafter defined), Lender made loans and advances to AWCL
and NPM secured by certain assets and properties of AWCL and NPM as
set forth in the Guarantor Agreements (as hereinafter defined),
each of Guarantors guaranteed the obligations of each of AWCL and
NPM to Lender as set forth in the Guarantor Agreements and AWCL
merged into and with NPM, with NPM as the surviving corporation,
whose name was thereafter changed to American White Cross, Inc.;
and
WHEREAS, the Bankruptcy Court has entered a Final
Financing Order, Granting Senior Liens and Priority Administrative
Expense, Modifying Automatic Stay and Authorizing the Debtors to
Ratify, Assume, Amend and Enter into Agreements with Congress
Financial Corporation (New England) (the "Interim Financing Order")
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pursuant to which Lender may make post-petition loans and advances
to Debtor and Guarantors secured by all assets and properties of
Debtor as set forth in the Interim Financing Order and the
Financing Agreements; and
WHEREAS, the Final Financing Order, or any Interim
Financing Order, provides that as a condition to the making of such
post-petition loans and advances, Debtor shall execute and deliver
this Ratification Agreement; and
WHEREAS, Debtor desires to reaffirm its obligations
pursuant to the Financing Agreements and acknowledge its continuing
liabilities to Lender thereunder in order to induce Lender to make
such post-petition loans and advances to Debtor; and
WHEREAS, Debtor has also requested that Lender make
amendments to certain of the Financing Agreements and Lender is
willing to do so subject to the terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Lender and Debtor mutually covenant, warrant
and agree as follows:
1. DEFINITIONS
1.1 Additional Definitions. As used herein, the
following terms shall have the respective meanings given to them
below and the Financing Agreements (and any defined terms similar
to those set forth below) shall be deemed and are hereby amended to
include, in addition and not in limitation, each of the following
definitions:
(a) "Accounts Agreement" shall mean the
Accounts Financing Agreement [Security Agreement], dated May 25,
1993, by and among Lender, AWCL and NPM and the Covenant Supplement
to the Accounts Financing Agreement [Security Agreement], dated May
25, 1993, by and among Lender, AWCL and NPM (the "Covenant
Supplement"), and each other supplement to the Accounts Financing
Agreement [Security Agreement], each as heretofore amended and
supplemented, including without limitation, pursuant to the terms
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of the First Amendment to Financing Agreements, dated as of
November 30, 1993, the Second Amendment to Financing Agreements,
dated March 1, 1994 and the Third Amendment to Financing
Agreements, dated as of October 6, 1995, as all of the foregoing
now exist, are modified hereby or are hereafter amended, modified,
supplemented, extended, renewed, restated or replaced.
(b) "Availability Reserves" shall mean, as of
any date of determination, such amounts as Lender may from time to
time establish and revise in good faith reducing the amount of
loans which would otherwise be available to Debtor under the
lending formulas provided for herein: (a) to reflect events,
conditions, contingencies or risks which, as determined by Lender
in good faith, do or may affect either (i) the Collateral or any
other property which is security for the Obligations or its value,
(ii) the assets, business or prospects of Debtor or any Obligor or
(iii) the security interests and other rights of Lender in the
Collateral (including the enforceability, perfection and priority
thereof) or (b) to reflect Lender's good faith belief that any
collateral report or financial information furnished by or on
behalf of Debtor or any Obligor to Lender is or may have been
incomplete, inaccurate or misleading in any material respect or (c)
in respect of any state of facts which Lender determines in good
faith constitutes an Event of Default of may, with notice or
passage of time or both, constitute an Event of Default.
(c) "Bankruptcy Code" shall mean the United
States Bankruptcy Code, being Title 11 of the United States Code as
enacted in 1978, as the same has heretofore been or may hereafter
be amended, recodified, modified or supplemented, together with all
rules, regulations and interpretations thereunder or related
thereto.
(d) "Bankruptcy Court" shall mean the United
States Bankruptcy Court or the United States District Court for the
District of Delaware.
(e) "Chapter 11 Case" shall mean the Chapter
11 Case of the Debtor under the Bankruptcy Code referred to as In
re: American White Cross, Inc. pending in the Bankruptcy Court.
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(f) "Collateral" shall mean, collectively,
the PrePetition Collateral (as defined herein) and the Post-
Petition Collateral (as defined herein).
(g) "Equipment" shall mean, collectively, all
equipment, machinery, computers and computer hardware and software
(whether owned or licensed), vehicles, tools, dies, jigs,
furniture, trade fixtures and fixtures, whether owned or leased,
and all interests of Debtor under or pursuant to any lease of
equipment, whether as lessor or lessee, all attachments, accessions
and property now or hereafter affixed thereto or used in connection
therewith, substitutions and replacements thereof, wherever
located, whether now owned or hereafter acquired by Debtor,
including without limitation, all equipment listed on Exhibit A
hereto.
(h) "Financing Agreements" shall mean,
collectively, the Accounts Agreement (as defined herein), together
with all supplements, agreements, notes, documents, instruments and
guarantees at any time executed and/or delivered in connection
therewith or related thereto, including, but not limited to, the
Guarantor Agreements and the agreements listed on Exhibit B hereto,
as all of the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.
(i) "Financing Order" shall mean the
Interim Financing Order, the Final Financing Order and such other
orders relating thereto or authorizing the granting of credit by
Lender to the Debtors on an emergency, interim, permanent or final
basis pursuant to Section 364 of the Bankruptcy Code as may be
issued or entered by the Bankruptcy Court.
(j) "Guarantor Agreements" shall mean,
collectively, the Guarantee and Waiver, dated May 25, 1993, by
▇▇▇▇▇▇ in favor of Lender of the obligations of Debtor to Lender,
the Amended and Restated Guarantee and Waiver, dated May 25, 1993,
by Acme in favor of Lender of the obligations of Debtor to Lender,
the General Security Agreement, dated May 25, 1993, by ▇▇▇▇▇▇ in
favor of Lender, the Amendments to Factor's Lien Contract and other
Puerto Rico Security Documents, dated May 25, 1993, by Acme in
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favor of Lender, together with all supplements, agreements and
documents at any time executed and/or delivered in connection
therewith or related thereto, as all of the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed
restated or replaced.
(k) "Petition Date" shall mean the date of
the commencement of the Chapter 11 Case.
(l) "Pre-Petition Collateral" shall mean all
"Collateral" as such term is defined in the Accounts Agreement and
all other security for the Pre-Petition Obligations as provided in
the Financing Agreements immediately prior to the Petition Date,
including, without limitation, the assets and properties of each of
Guarantors upon which Lender is granted a security interest or lien
pursuant to the Guarantor Agreements.
(m) "Pre-Petition Obligations" shall mean
all loans, advances, debts, obligations, liabilities, indebtedness,
covenants and duties of Debtor to Lender of every kind and
description, however evidenced, whether direct or indirect,
absolute or contingent, joint or several, secured or unsecured, due
or not due, primary or secondary, liquidated or unliquidated,
arising before the Petition Date and whether arising under or
related to the Financing Agreements, by operation of law or
otherwise and whether incurred by Debtor as principal, surety,
endorser, guarantor or otherwise and including, without limitation,
all principal, interest, financing charges, unused line fees,
servicing fees, early termination fees, other fees, commissions,
costs, expenses and attorneys' and accountants' fees and expenses
incurred in connection with any of the foregoing.
(n) "Post-Petition Collateral" shall mean
all the assets and properties of each of Guarantors upon which
Lender is granted a security interest or lien pursuant to the
Guarantor Agreements and all of the following types or items of
property of Debtor and all other property of the Debtor's estate
upon which Lender is granted a security interest or lien pursuant
to the Financing Order or any other order entered or issued by the
Bankruptcy Court or by any United States Bankruptcy or District
Court Judge:
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(A) all present and future: (1) accounts,
contract rights, general intangibles, chattel paper, documents and
instruments (collectively, "Accounts"), including, without
limitation, all obligations for the payment of money arising out of
the sale, lease or other disposition of goods or other property or
rendition of services; (2) all monies, securities and other
property and the proceeds thereof, now or hereafter held or
received by, or in transit to, Lender from or for Debtor, whether
for safekeeping, pledge, custody, transmission, collection or
otherwise, and all of Debtor's deposits (general or special),
balances, sums and credits with Lender at any time existing; (3)
all of Debtor's right, title and interest, and all of Debtor's
rights, remedies, security and liens, in, to and in respect of the
Accounts and other Collateral, including, without limitation,
rights of stoppage in transit, replevin, repossession and
reclamation and other rights and remedies of an unpaid vendor,
lienor or secured party, guaranties or other contracts of
suretyship with respect to the Accounts, deposits or other security
for the obligations of any Account Debtor, and credit and other
insurance; (4) all of Debtor's right, title and interest in, to and
in respect of all goods relating to, or which by sale have resulted
in, Accounts including, without limitation, all goods described in
invoices, documents, contracts or instruments with respect to, or
otherwise representing or evidencing, any Accounts or other
Collateral, including, without limitation, all returned, reclaimed
or repossessed goods; (5) all deposit accounts; (6) all books,
records, ledger cards, computer programs, and other property and
general intangibles evidencing or relating to the Accounts,
Inventory, Equipment and any other Collateral or any Account
Debtor, together with the file cabinets or containers in which the
foregoing are stored; (7) all other general intangibles of every
kind and description, including without limitation, trade names,
trademarks and service marks, and the goodwill of the business
symbolized thereby, patents, copyrights and applications for the
foregoing, licenses, whether as licensor or licensee, Federal,
State, local, foreign and duty tax refund claims of all kinds, any
present and future rights, interests or claims to any refunds,
monies or sums for overpayments in or to any employee benefit plan
of Debtor, or upon termination of any such plan, including, without
limitation, Debtor's interest in any employer reversion (as defined
by the Internal Revenue Code of 1986), any refunds, monies or sums
remitted to Debtor with respect to any such overpayments in or to
any such plan or upon termination of any such plan, processes,
drawings, blueprints, customer lists, choses in action and other
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claims and existing and future leasehold interests in equipment,
real estate and fixtures, letters of credit, bankers' acceptances
and guaranties;
(B) all raw materials, work-in-process,
finished goods and all other inventory of whatsoever kind or
nature, wherever located, whether now owned or hereafter existing
or acquired by Debtor, including, without limitation, all wrapping,
packaging, advertising, shipping materials and all other goods
consumed in Debtor's business, all labels and other devices, names
or marks affixed or to be affixed thereto for purposes of selling
or identifying the same or the seller, manufacturer, lessor or
licensor thereof and all right, title and interest therein and
thereto;
(C) Equipment;
(D) all books, records, documents, other
property and general intangibles at any time relating to the
inventory and the Equipment;
(E) all claims, rights, interests, assets
and properties recovered by or on behalf of Debtor or any trustee
of Debtor (whether in Debtor's Chapter 11 Case or any subsequent
case to which the Chapter 11 Case is converted), including, without
limitation, all property recovered as a result of transfers or
obligations avoided or actions maintained or taken pursuant to
Sections 550, 552, 545, 547, 548, 549 and 553 of the Bankruptcy
Code; and
(F) all products and proceeds of the
foregoing, in any form, including, without limitation, insurance
proceeds and any claims against third parties for loss or damage to
or destruction of any or all of the foregoing.
(o) "Post-Petition Obligations" shall mean
all now existing and hereafter arising loans, advances, letter of
credit accommodations, debts, obligations, liabilities, covenants
and duties of Debtor to Lender of every kind and description,
however evidenced, whether direct or indirect, absolute or
contingent, joint or several, secured or unsecured, due or not due,
primary or secondary, liquidated or unliquidated, arising on and
after the Petition Date and whether arising on or after the
conversion or dismissal of the Chapter 11 Case, or before, during
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and after the confirmation of any plan of reorganization in the
Chapter 11 Case, and whether arising under or related to this
Agreement, the other Financing Agreements, a Financing Order, by
operation of law or otherwise, and whether incurred by Debtor as
principal, surety, endorser, guarantor or otherwise and including,
without limitation, all principal, interest, financing charges,
unused line fees, servicing fees, early termination fees, other
fees, commissions, costs, expenses and attorneys' and accountants'
fees and expenses incurred in connection with any of the foregoing.
1.2 Amendments to Definitions in Financing Agreements.
(a) All references to the term "Accounts
Agreement" in any of the Financing Agreements shall be deemed and
each such reference is hereby amended to mean the Accounts
Agreement, as defined herein and amended hereby and ratified,
assumed and adopted by Debtor pursuant to the terms hereof and the
Financing Order, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or
replaced.
(b) All references to the term "Collateral"
in any of the Financing Agreements or any other term referring to
the security for the Pre-Petition Obligations in any of the
Financing Agreements shall be deemed and each such reference is
hereby amended to mean, collectively, the Pre-Petition Collateral
and the Post-Petition Collateral.
(c) All references to Debtor, including,
without limitation, to the terms "Borrower", "Debtor", "us", "we"
or "our" in any of the Financing Agreements, shall be deemed and
each such reference is hereby amended to mean and include the
Debtor as defined herein, and its successors and assigns (including
any trustee or other fiduciary hereafter appointed as its legal
representative or with respect to the property of the estate of
such corporation whether under Chapter 11 of the Bankruptcy Code or
any subsequent Chapter 7 case and its successor upon conclusion of
the Chapter 11 Case of such corporation).
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(d) All references to Lender, including,
without limitation, to the terms "Congress", "you" or "your" in any
of the Financing Agreements, shall be deemed and each such
reference is hereby amended to mean and include Lender as defined
herein, and its successors and assigns.
(e) All references to the term "Financing
Agreements" in any of the Financing Agreements shall be deemed and
each such reference is hereby amended to include, in addition and
not in limitation, this Agreement, all of the Financing Agreements
as ratified, assumed and adopted by Debtor pursuant to the terms
hereof, as amended and supplemented hereby, and the Financing
Order, as each of the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.
(f) All references to the term
"Obligations" in this Agreement and in any of the Financing
Agreements shall be deemed and each such reference in the Financing
Agreements is hereby amended to mean, both the Pre-Petition
Obligations and the Post-Petition Obligations.
1.3 Interpretation.
(a) For purposes of this Agreement,
unless otherwise defined or amended herein, including, but not
limited to, those terms used and/or defined in the recitals hereto,
all terms used herein shall have the respective meanings assigned
to such terms in the Accounts Agreement (as defined herein).
(b) All references to the terms
"Lender", "Debtor" or any other person pursuant to the definitions
in the recitals hereto or otherwise shall include its respective
successors and assigns.
(c) All references to any term in the
singular shall include the plural and all references to any term in
the plural shall include the singular.
(d) All terms not specifically defined
herein which are defined in the UCC shall has the meaning set forth
therein, except that the term "Lien" or "lien" shall has the
meaning set forth in section 101(37) of the Bankruptcy Code.
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2. ACKNOWLEDGMENT
2.1 Pre-Petition Obligations. Debtor hereby
acknowledges, confirms and agrees that Debtor is indebted to Lender
for the Pre-Petition Obligations, as of the close of business on
July 16, 1996, in respect of the loans and other credit
accommodations made pursuant to the Financing Agreements in the
principal amount of approximately $21,375,656.96 together with
interest accrued and accruing thereon, in each case together with
costs, expenses, fees (including reasonable attorneys' fees and
legal expenses) and other charges now or hereafter owed by Debtor
to Lender, all of which are unconditionally owing by Debtor to
Lender, without offset, defense or counterclaim of any kind, nature
and description whatsoever.
2.2 Acknowledgment of Security Interests. Debtor
and Guarantors hereby acknowledge, confirm and agree that Lender
has and shall continue to have valid, enforceable and perfected
first priority and senior security interests in and liens upon all
Pre-Petition Collateral heretofore granted to Lender pursuant to
the Financing Agreements and Guarantor Agreements as in effect
immediately prior to the Petition Date to secure all of the
Obligations, as well as valid and enforceable first priority and
senior security interests in and liens upon all Post-Petition
Collateral granted to Lender under the Financing Order or hereunder
or under any of the other Financing Agreements, Guarantor
Agreements or otherwise granted to or held by Lender.
2.3 Binding Effect of Documents.
(a) Debtor hereby acknowledges, confirms and
agrees that: (i) each of the Financing Agreements to which it is a
party has been duly executed and delivered to Lender by Debtor and
each is in full force and effect as of the date hereof, the (ii)
agreements and obligations of Debtor contained in the Financing
Agreements constitute the legal, valid and binding obligations of
Debtor enforceable against Debtor in accordance with their
respective terms and Debtor has no valid defense, offset or
counterclaim to the enforcement of such obligations, and (iii)
Lender is and shall be entitled to all of the rights, remedies and
benefits provided for in the Financing Agreements and the Financing
Order.
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(b) Each of Guarantors hereby acknowledges,
confirms and agrees that: (i) each of the Guarantor Agreements to
which it is a party has been duly executed and delivered to Lender
by such Guarantor and each is in full force and effect as of the
date hereof, (ii) the agreements and obligations of each Guarantor
contained in the Guarantor Agreements constitute the legal, valid
and binding obligations of each Guarantor enforceable against each
Guarantor in accordance with their respective terms and Guarantors
have no valid defense, offset or counterclaim to the enforcement of
such obligations and (iii) Lender is and shall be entitled to all
of the rights, remedies and benefits provided for in the Guarantor
Agreements, the Financing Agreements and the Financing Order.
3. ADOPTION AND RATIFICATION
(a) Debtor hereby (i) ratifies, assumes, adopts
and agrees to be bound by the Financing Agreements and (ii) agrees
to pay all of the Pre-Petition Obligations in accordance with the
terms of the Financing Agreements and the Financing Order. All of
the Financing Agreements are hereby incorporated herein by
reference and are hereby and shall be deemed adopted and assumed in
full by Debtor, as Debtor and Debtor-in-Possession, and considered
as agreements between Debtor and Lender. Debtor hereby ratifies,
restates, affirms and confirms all of the terms and conditions of
the Financing Agreements, as amended and supplemented pursuant
hereto and the Financing Order, and Debtor agrees to be fully
bound, as Debtor and Debtor-in-Possession, by the terms of the
Financing Agreements to which Debtor is a party.
(b) Each Guarantor hereby (i) ratifies, assumes,
adopts and agrees to be bound by the Guarantor Agreements and (ii)
agrees to pay all of the Pre-Petition Obligations in accordance
with the terms of the Guarantor Agreements, the Financing
Agreements and the Financing Order. All of the Guarantor
Agreements are hereby incorporated herein by reference and are
hereby and shall be deemed adopted and assumed in full by each of
Guarantors, as Debtor and Debtor-in-Possession, and considered as
agreements between each Guarantor and Lender. Each Guarantor
hereby ratifies, restates, affirms and confirms all of the terms
and conditions of the Guarantor Agreements and Financing
Agreements, as amended and supplemented pursuant hereto and the
Financing Order, and each Guarantor agrees to be fully bound, as
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Debtor and Debtor-in-Possession, by the terms of the Guarantor
Agreements to which it is a party. Each Guarantor is authorized to
execute and deliver to Lender a letter agreement ratifying the
Guarantor Agreements to which such Guarantor is a party.
4 GRANT OF SECURITY INTEREST
4.1 Existing Collateral
(a) As collateral security for the prompt performance,
observance and payment in full of all of the Obligations (including
the Pre-Petition Obligations and the Post-Petition Obligations),
Debtor, as Debtor and Debtorin-Possession, and each Guarantor, as
Debtor and Debtor-in-Possession, hereby grant, pledge and assign to
Lender, and also confirm, reaffirm and restate the prior grant to
Lender of, continuing security interests in and liens upon, and
rights of setoff against, all of the Collateral.
(b) Debtor hereby grants, pledges and assigns to Lender,
and also confirms, reaffirms and restates the prior grant to Lender
of continuing security interests in and liens upon, and rights of
setoff against certain real property owned by Debtor pursuant to
the Mortgage, dated October 27, 1993, by AWCL in favor of Lender,
and more particularly described in Exhibit C hereto, as collateral
security for the prompt performance, observance and payment in full
of the Obligations (including the PrePetition Obligations and the
Post-Petition Obligations) in the outstanding principal amount not
to exceed $500,000 plus interest, costs and expenses.
4.2 Additional Collateral. As additional security for
the prompt performance, observance and payment in full of all
Obligations (including the Pre-Petition Obligations and the Post-
Petition Obligations), Debtor, as Debtor and Debtor-in-Possession,
hereby grants to Lender a continuing security interest in, a lien
upon, and a right of setoff against, and Debtor hereby assigns,
transfers and pledges to Lender (a) the Equipment; (b) all books,
records, documents, other property and general intangibles at any
time relating to the Equipment; and (c) all products and proceeds
of the foregoing, in any form, including, without limitation,
insurance proceeds and any claims against third parties for loss or
damage to or destruction of any or all of the foregoing.
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5 ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS
In addition to the continuing representations, warranties
and covenants heretofore and hereafter made by Debtor to Lender,
whether pursuant to the Financing Agreements or otherwise, and not
in limitation thereof, Debtor hereby represents, warrants and
covenants to Lender the following (which shall survive the
execution and delivery of this Agreement), the truth and accuracy
of which, or compliance with, being a continuing condition of the
making of loans by Lender:
5.1 Financing Order. The Financing Order has been
duly entered, is valid, subsisting and continuing and has not
beenvacated, modified, reversed on appeal, or vacated or modified
by any order of the Bankruptcy Court and is not subject to any
pending appeal or stay.
5.2 Use of Proceeds. All loans provided by Lender to
Debtor pursuant to the Financing Order, the Accounts Agreement or
otherwise, shall be used by Debtor for general operating and
working capital purposes in the ordinary course of Debtor's
business. No portion of any administrative expense claim or other
claim relating to the Chapter 11 Case shall be paid with the
proceeds of such loans provided by Lender to Debtor, other than
those administrative expense claims and other claims relating to
the Chapter 11 Case directly attributable to the operation of the
business of Debtor.
5.3 Defaults Under Other Indebtedness. The Debtor-in-
Possession is not in default in the payment of any amounts at any
time due on any material indebtedness arising after the Petition
Date owed by the Debtor-in-Possession or in the performance of any
other material terms or covenants of any evidence of such
Indebtedness or of any mortgage, security agreement, indenture,
pledge or other agreement relating thereto or securing such
Indebtedness.
5.4 Equipment
(a) Debtor is and shall be, with respect to the
Equipment, the owner of such Equipment free from any lien, security
interest, claim and encumbrance of any kind, except in favor of
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Lender and as set forth on Exhibit E annexed hereto and made a part
hereof.
(b) The only locations of the Equipment are those
addresses listed on Exhibit F annexed hereto and made a part
hereof. Exhibit F sets forth the owner and/or operator of the
premises at such addresses for all locations which Debtor does not
own and operate and all mortgages, if any, with respect to the
premises. Debtor shall not remove any Equipment from such
locations without the prior written consent of Lender.
(c) Debtor shall at all times maintain, with
financially sound and reputable insurers, casualty and hazard
insurance with respect to the Equipment for not less than its full
market value and against all risks to which it may be exposed. All
such insurance policies shall be in such form, substance, amounts
and coverage as may be satisfactory to Lender and shall provide for
thirty (30) days' minimum prior cancellation notice in writing to
Lender. Lender may act as attorney for Debtor in obtaining,
adjusting, settling, amending and cancelling such insurance.
Debtor shall promptly (i) obtain endorsements to all existing and
future insurance policies with respect to the Equipment specifying
that the proceeds of such insurance shall be payable to Lender and
Debtor as their interests may appear and further specifying that
Lender shall be paid regardless of any act, omission or breach of
warranty by Debtor, (ii) deliver to Lender an original executed
copy of, or executed certificate of the insurance carrier with
respect to, such endorsement and, at Lender's request, the original
or a certified duplicate copy of the underlying insurance policy
and (iii) deliver to Lender such other evidence which is
satisfactory to Lender of compliance with the provisions hereof.
(d) Debtor shall promptly notify Lender in
writing of the details of any loss, damage, investigation, action,
suit, proceeding or claim relating to the Equipment or which would
result in any material adverse change in Debtor's business,
properties, assets, goodwill or condition, financial or otherwise.
(e) At Lender's option, Lender may apply any
insurance monies received at any time to the cost of repairs to or
replacement for the Equipment and/or to payment of any of the
Obligations, whether or not due, in any order and in such manner as
Lender in its sole discretion, may determine.
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(f) Upon Lender's request, at any time and from
time to time, Debtor shall, at its sole cost and expense, execute
and deliver to Lender written reports or appraisals as to the
Equipment listing all items and categories thereof, describing the
condition of same and setting forth the value thereof the lower of
net cost less depreciation, fair market value and/or liquidation
value of the Equipment), in such form as is satisfactory to Lender.
(g) Debtor shall, at its own expense, keep the
Equipment in first class order, repair, running and marketable
condition.
(h) Debtor shall (i) use, store and maintain the
Equipment with all reasonable case and caution and (ii) use the
Equipment for lawful purposes only and in conformity with
applicable laws, ordinances and regulations.
(i) The Equipment is and shall be used in
Debtor's business and not for personal, family, household or
farming use.
(j) The Equipment is now and shall remain
personal property and Debtor shall not permit any of the Equipment
to be or become a part of or affixed to real property without (i)
prior written notice to Lender and Lender's written consent and
(ii) first making all arrangements, and delivering or causing to be
delivered to Lender, such agreements and other documentation
requested by Lender for the protection and preservation of Lender's
security interests and liens, in form and satisfactory to Lender,
including, without limitation, waivers and subordination agreements
by any landlords or mortgages of statutory and non-statutory liens
and rights of distraint.
(k) Debtor assumes all responsibility and liability
arising from or relating to the use, sale or other disposition of
the Equipment.
6. AMENDMENTS
6.1 Sublimits. Anything in the Financing
Agreements to the contrary notwithstanding, all sublimits set forth
in the Financing Agreements shall be applied on an aggregate basis
considering together both Pre-Petition Obligations and Post-
-15-
Petition Obligations in respect of any formula or other provision
to which a sublimit may apply.
6.2 Formulas and Availability Reserves.
(a) Anything in the Financing Agreements to the
contrary notwithstanding, all loans otherwise available to Debtor
pursuant to the lending formulas and subject to the Maximum Credit
and other applicable limits under the Financing Agreements shall be
subject to Lender's continuing right to establish and revise
Availability Reserves.
(b) Anything in the Financing Agreements to the
contrary notwithstanding, the borrowing formulas and the
Availability Reserve provisions shall be applied on an aggregate
basis considering together Pre-Petition Collateral and Post-
Petition Collateral deemed by Lender to be eligible for lending
purposes.
(c) Anything in the Financing Agreements to the
contrary notwithstanding, the loans otherwise available to Debtor
shall be subject to an Availability Reserve for the amount of
claims for outstanding and unpaid administrative expenses or other
claims which are or, in Congress' sole determination, may be senior
to Congress' liens in the property of Debtor's estate pursuant to
the Financing Order or otherwise.
(d) Anything in the Financing Agreements to the
contrary notwithstanding, except in Lender's sole discretion, any
postpetition increase in the outstanding principal amount of loans
by Lender to Debtor based upon the post-petition increases of the
percentages used in the borrowing formulas of (i) the Net Amount of
Eligible Accounts in accordance with Section 6.3 hereof and (ii)
the Value of Eligible Inventory (i.e., 60% being increased to 65%)
in accordance with Section 6.11 hereof, shall not exceed the
aggregate principal amount of $1,500,000 inclusive of any amounts
previously advanced as provided for at Section 6.2(d) of the
Ratification and Amendment Agreement, dated July 18, 1996
("Supplemental Advance").
(e) Anything in the Financing Agreements to
the contrary notwithstanding, the Availability Reserves shall be
permanently increased in an amount equal to the proceeds received
by Lender pursuant to the sale of Debtor's Collateral outside the
-16-
ordinary course of Debtor's business prior to December 31, 1996, in
accordance with the terms of Section 6.12(a)(ii) hereof.
6.3 Accounts Advances. Section 2.1 of the Accounts
Agreement is hereby deleted in its entirety and the following
substituted therefor:
"2.1 You shall, in your discretion, make loans to us
from time to time, at our request, of in the aggregate up to
ninety (90%) percent of the Net Amount of Eligible Accounts
(or such greater or lesser percentage thereof as you shall
in your sole discretion determine from time to time)."
6.4 Interest and Fees. Section 3.1 of the Accounts
Agreement is hereby deleted in its entirety and the following
substituted therefor:
"3.1 Interest shall be payable by us to you on the
first day of each month upon the closing daily balances in
our loan account for each day during the immediately
preceding month, at a rate equal to two (2%) percent per
annum in excess of the prime commercial interest rate (the
"pre-default rate") from time to time publicly announced by
CoreStates Bank, N.A., Philadelphia, Pennsylvania, whether
or not such announced rate is the best rate available at
such bank. The interest rate charged hereunder shall
increase or decrease by an amount equal to each increase or
decrease, respectively, in said prime loan rate, effective
on the first day of the month after any change in said prime
loan rate based on the prime loan rate in effect on the last
day of the month in which any such change occurs."
6.5 Conduct of Accounts. A new Section 5.5 is hereby
inserted into the Accounts Agreement following Section 5.4 thereof,
which new section shall read as follows:
"5.5 You shall apply payments received or collected from us
or any guarantors of the Obligations or for our account
(including, without limitation, the monetary proceeds of
collections or of realization upon any Collateral, whether
received by you pursuant to any lockbox, blocked account or
other similar agreement or otherwise) to the Obligations in
such order and manner as you, in your discretion, shall
-17-
determine. You shall have the continuing and exclusive
right to apply and reverse and reapply any and all such
proceeds and payments to any portion of the Obligations.
Without limiting the generality of the foregoing, you may,
in your discretion, apply any such payments or proceeds
first to the Pre-Petition Obligations until such PrePetition
Obligations are paid and satisfied in full."
6.6 Additional Financial Reporting Requirements.
Section 6.4 of the Accounts Agreement is hereby amended by adding
the following sentence at the end thereof:
"We will provide you with copies of all financial
reports, schedules and other materials and information
relating to the Collateral or the financial condition of the
Debtors at any time furnished by us, or on our behalf, to
the Bankruptcy Court, the U.S. Trustee, any creditors'
committee or any of our shareholders, concurrently with the
delivery thereof to the Bankruptcy Court, the U.S. Trustee,
any creditors' committee creditors' committee or
shareholders, as the case may be."
6.7 Events of Default.
(a) Section 8.1(d), (e) and (f) of the
Accounts Agreement are hereby deleted in their entirety and the
following substituted therefor: "[Intentionally Deleted]"
(b) Section 6 of the Covenant Supplement is
hereby amended by adding the following Sections:
"6(c) any judgment, order or any other relief is
obtained by any person in the Bankruptcy Court or otherwise
against Debtor in connection with the default by Debtor in
the payment of any principal or interest, if any, due on any
indebtedness owed by Debtor, or in the performance of any of
the other terms or covenants or evidence of such
indebtedness, of any mortgage, security agreement,
indenture, pledge or other agreement relating thereto or
securing such indebtedness with respect to such contract,
lease, license or other obligations owed to any person other
than Lender; or
-18-
6(d) the occurrence of any condition or event
which permits Lender to exercise any of the remedies set
forth in the Financing Order, including, without limitation,
any "Event of Default", as defined in the Financing Order;
or
6(e) the termination or non-renewal of the
Financing Agreements as provided for in paragraphs "30" or
"32" of the Final Financing Order; or
6(f) Debtor suspends or discontinues or is
enjoined by any court or governmental agency from continuing
to conduct all or any material part of its business, except
as contemplated by this agreement or the Financing Order, or
if a trustee, receiver or custodian is appointed for Debtor
or any of its properties; or
6(g) there shall be a material adverse change
in Debtor's business, assets or condition (financial or
otherwise) after the date of the commencement of the Chapter
11 case; or
6(h) conversion of Debtor's Chapter 11 Case to
a Chapter 7 case under the Bankruptcy Code; or
6(i) dismissal of Debtor's Chapter 11 Case or
any subsequent Chapter 7 case either voluntarily or
involuntarily; or
6(j) the grant of a lien on or other interest
in any of Debtor's property or an administrative expense
claim other than such administration expense claim permitted
by the Financing Order or the Financing Agreement by the
grant of or allowance by the Bankruptcy Court which is
superior to or ranks in parity with Lender's security
interest in or lien upon the Collateral; or
6(k) the Financing Order shall be modified,
reversed, revoked, remanded, stayed, rescinded, vacated or
amended on appeal or by the Bankruptcy Court without the
prior written consent of Lender (and no such consent shall
-19-
be implied from any other authorization or acquiescence by
Lender); or
6(l) the appointment of a trustee pursuant to
Sections 1104(a)(1) or 1104(a)(2) of the Bankruptcy Code; or
6(m) the appointment of an examiner with
expanded or special powers pursuant to Section 1104(a) of
the Bankruptcy Code; or
6(n) the filing of a plan of reorganization by
Debtor or on its behalf which does not provide for payment
in full of the Obligations on the effective date thereof; or
6(o) for any consecutive four week period
commencing July 15, 1996, either (i) the "New Receivables",
as such term is used in the cash flow projections provided
by Debtor to Lender pursuant to the Financing Order (the
"Cash Flow Projections") or (ii) the "Ending Availability",
as such term is used in the Cash Flow Projections, is
fifteen (15%) percent or more below the amount reflected in
the "Budget" annexed as an exhibit to the Financing Order."
6(p) any party, other than Lender, commences a
foreclosure action or otherwise seeks to enforce any junior
lien or other right such party may have in and to any property
of the estates of the Debtors upon which Lender holds or
asserts a lien or security interest.
6.8 Term. The first sentence of Section 9.1 of
the Accounts Agreement is hereby deleted in its entirety and the
following substituted therefor:
"This Agreement shall become effective as of the
date hereof and shall continue in full force and effect for
a term ending on the earlier of (i) December 31, 1996 or
(ii) the date of expiration of Debtor's authority under the
Financing Order to borrow on the terms and conditions set
forth therein and in the Financing Agreements, unless sooner
terminated pursuant to the terms hereof or the terms of the
Financing Order or unless extended by further order of the
Bankruptcy Court with your written consent."
-20-
6.9 Applicable Law. Section 11.3 of the
Accounts Agreement is hereby deleted in its entirety and the
following substituted therefor:
"This Agreement and the other Financing Agreements and
all other documents referred to herein or therein are being
delivered in New York, New York and together with all
transactions and the obligations and rights hereunder and
thereunder shall be governed by, construed and interpreted
in accordance with the laws of the State of New York, except
to the extent that the provisions of the Bankruptcy Court
are applicable and specifically conflict with the
foregoing."
6.10 Notices. Section 10.1 of the Accounts
Agreement is hereby amended by adding that any notices, requests
and demands also by sent to the following parties:
If to Debtor with a copy to: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
K. ▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
If to Lender with a copy to: Otterbourg, Steindler, Houston &
▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No. (212)
682-6104 Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
-21-
6.11 Inventory Loans.
(a) Section 2 of the Letter Agreement re:
Inventory Loans, dated May 25, 1993, by AWCL and NPM in favor of
Lender (the "Inventory Loan Letter") is hereby deleted in its
entirety and the following substituted therefor:
"2. In addition to loans which may be made by you to
uspursuant to Section 2 of the Accounts Agreement, you
shall, inyour sole discretion, make loans to us from time to
time, at our request, of in the aggregate up to the
following percentages of Value of the following categories
of Eligible Inventory (or such greater or lesser percentages
thereof as you shall, in your sole discretion, determine
from time to time ):
-65% of all raw materials wherever located;
-65% of all finished goods wherever located;
-50% of all packaging supplies subject to buyback
agreements with customers;
-25% of packaging supplies otherwise deemed eligible by
you;
(b) Section 3 of the Inventory Loan Letter is hereby
deleted in its entirety and the following substituted therefor:
"3. Except in your sole discretion, the outstanding
aggregate principal amount of loans by you to both of us pursuant
to this letter shall not exceed, at any time, the lower of (a) the
aggregate amount of the above percentages of Value of Eligible
Inventory or (b) $15,000,000."
6.12 Sale of Collateral. Anything in the Financing
Agreements to the contrary notwithstanding, and provided no Event
of Default has occurred, if any sale of Collateral is made by or on
behalf of Debtor outside the ordinary course of Debtor's business
prior to December 31, 1996, in an amount, after subtracting all
related fees and expenses relating to the costs associated with
such sale, which exceeds the advances made by Lender to Debtor with
-22-
respect to such Collateral, the proceeds of such sale shall be
distributed as follows: (a) Lender shall receive (i) the proceeds
of such sale, after subtracting all fees and expenses relating to
the costs associated with such sale, which equals the amount of the
advances made by Lender to Debtor with respect to such Collateral
plus (ii) fifty (50%) percent of the proceeds of such sale in
excess thereof (the "Collateral Sale Surplus") but not to exceed
the amount of Supplemental Advance outstanding at that time and (b)
the Debtor shall be credited with the remaining amount of the
Collateral Sale Surplus.
7. DEBTOR-IN-POSSESSION FACILITY FEE.
Debtor shall pay to Lender a Debtor-in-Possession
Facility Fee in an amount equal to $50,000, which fee shall be
fully earned as of and payable on the effective date of the
Financing Order. At Lender's option, Lender may charge such fee
directly to any loan account of Debtor with Lender. If the Debtor-
in-Possession Facility Fee is paid in full prior to the entry of
the Final Financing Order, then no additional Debtor-inPossession
Facility Fee shall be due to Lender.
8. CONDITIONS PRECEDENT.
It shall be a condition precedent to the effectiveness of
this Ratification Agreement that Lender shall have received
evidence of insurance and loss payee endorsements required
hereunder and under the other Financing Agreements, in form and
substance satisfactory to Lender, and certificates of insurance
policies and/or endorsements naming Lender as loss payee.
9. WAIVERS
(a) Lender hereby waives the Pre-Petition Events
of Default as set forth in Section 6 of the Covenant Supplement, as
annexed hereto as Exhibit "D".
(b) Lender hereby waives the Pre-Petition Events
of Default arising prior to the date hereof as set forth in
Sections 8.1(a), (b) and (e) of the Accounts Agreement.
(c) Lender has not waived and is not by this
Ratification Agreement waiving, and has no intention of waiving,
any other Event of Default which may have occurred prior to the
-23-
date hereof, or may be continuing on the date hereof or any Event
of Default which may occur after the date hereof, and Lender
reserves the right, in its discretion, to exercise any or all of
its rights and remedies arising under the terms of the Financing
Agreements as a result of any Event of Default.
10. MISCELLANEOUS
10.1 Amendments and Waivers. Neither this Agreement
nor any other instrument or document referred to herein or therein
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought.
10.2 Further Assurances. Debtor and Guarantors shall,
at Debtor's expense, at any time or times duly execute and deliver,
or shall cause to be duly executed and delivered, such further
agreements, instruments and documents, including, without
limitation, additional security agreements, collateral assignments,
Uniform Commercial Code financing statements or amendments or
continuations thereof, landlord's or mortgagee's waivers of liens
and consents to the exercise by Lender of all the rights and
remedies hereunder, under any of the other Financing Agreements,
any Financing Order or applicable law with respect to the
Collateral, and do or cause to be done such further acts as may be
necessary or proper in Lender's opinion to evidence, perfect,
maintain and enforce the security interests of Lender, and the
priority thereof, in the Collateral and to otherwise effectuate the
provisions or purposes of this Agreement, any of the other
Financing Agreements or the Financing Order. Upon the request of
Lender, at any time and from time to time, Debtor and Guarantors
shall, at Debtor's cost and expense, do, make, execute, deliver and
record, register or file, financing statements, mortgages, deeds of
trust, deeds to secure debt, and other instruments, acts, pledges,
assignments and transfers (or cause the same to be done) and will
deliver to Lender such instruments evidencing items of Collateral
as may be requested by Lender.
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10.3 Headings. The headings used herein are for
convenience only and do not constitute matters to be considered in
interpreting this Agreement.
10.4 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an
original, but all of which shall together constitute one and the
same agreement.
10.5 Additional Events of Default. The parties
hereto acknowledge, confirm and agree that the failure of Debtor to
comply with any of the covenants, conditions and agreements
contained herein or in any other agreement, document or instrument
at any time executed by Debtor in connection herewith shall
constitute an Event of Default under the Financing Agreements.
10.6 Costs and Expenses. Debtor shall pay to Lender
on demand all reasonable costs and expenses that Lender pays or
incurs in connection with the negotiation, preparation,
consummation, administration, enforcement, and termination of this
Agreement and the other Financing Agreements and the Financing
Order, including, without limitation: attorneys' and paralegals'
fees and disbursements of counsel to Lender; costs and expenses
(including attorneys' and paralegals' fees and disbursements) for
any amendment, supplement, waiver, consent, or subsequent closing
in connection with this Agreement, the other Financing Agreements,
the Financing Order and the transactions contemplated thereby;
costs and expenses of lien searches; taxes, fees and other charges
for recording any agreements or documents with the office of
Patents and Trademarks, the Copyright Office or any other
governmental authority, and the filing of UCC financing statements
and continuations, and other actions to perfect, protect, and
continue the security interests and liens of Lender in the
Collateral; sums paid or incurred to pay any amount or take any
action required of Debtor under the Financing Agreements or the
Financing Order that Debtor fail to pay or take; costs of
appraisals, inspections and verifications of the Collateral and
including travel, lodging, and meals for inspections of the
Collateral and the Debtor's operations by Lender or its agent and
to attend court hearings or otherwise in connection with the
Chapter 11 Case; costs and expenses of preserving and protecting
the Collateral; and costs and expenses (including attorneys' and
paralegals' fees and disbursements) paid or incurred to obtain
-25-
payment of the Obligations, enforce the security interests and
liens of Lender, sell or otherwise realize upon the Collateral, and
otherwise enforce the provisions of this Agreement, the other
Financing Agreements and the Financing Order, or to defend any
claims made or threatened against Lender arising out of the
transactions contemplated hereby (including, without limitation,
preparations for and consultations concerning any such matters).
The foregoing shall not be construed to limit any other provisions
of the Financing Agreements regarding costs and expenses to be paid
by Debtor. All sums provided for in this Section 8.6 shall be part
of the Obligations, shall be payable on demand, and shall accrue
interest after demand for payment thereof at the highest rate of
interest then payable under the Financing Agreements. Lender is
hereby irrevocably authorized to charge any amounts payable
hereunder directly to any of the account(s) maintained by Lender
with respect to Debtor.
10.7 Effectiveness. This Agreement shall become
effective upon the execution hereof by Lender and the entry of the
Financing Order.
IN WITNESS WHEREOF, the parties hereto has caused this
Agreement to be duly executed as of the day and year first above
written.
AMERICAN WHITE CROSS, INC.
Debtor and Debtor-in-Possession
By: -------------------------------------
Title:-----------------------------------
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND)
By: --------------------------------------
Title: -----------------------------------
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▇▇▇▇▇▇ MANUFACTURING CORPORATION
Debtor and Debtor-in-Possession
By: --------------------------------------
Title: -----------------------------------
ACME/▇▇▇▇▇▇▇ PUERTO RICO, INC.
Debtor and Debtor-in-Possession
By: --------------------------------------
Title: -----------------------------------
-27-
EXHIBIT A
Equipment
A-1
EXHIBIT B
Agreements
A. Financing Agreements
1. Amended and Restated Accounts Financing Agreement
[Security Agreement], dated May 25, 1993, between Congress
Financial Corporation ("Lender") and American White Cross, Inc.
("Debtor"), the surviving corporation of the merger of The
American White Cross Laboratories, Inc. ("AWCL") into NPM
Healthcare Products, Inc. ("NPM"), whose name was thereafter
changed to American White Cross, Inc.
2. Covenant Supplement to Accounts Financing Agreement
[Security Agreement], dated May 25, 1993, between Lender and
Debtor.
3. Inventory and Equipment Security Agreement Supplement
to Amended and Restated Accounts Financing Agreement [Security
Agreement], dated May, 1993, by Debtor in favor of Lender.
4. Inventory and Equipment Security Agreement Supplement
to Amended and Restated Accounts Financing Agreement [Security
Agreement], dated May, 1993, by Debtor in favor of Lender.
5. Letter Agreement re: Inventory Loans, dated May 25,
1993, by Debtor in favor of Lender.
6. Collateral Assignment of Trademarks (Security
Agreement), dated May 25, 1993, between Debtor and Lender.
7. Amendment to Collateral Assignment of Trademarks
(Security Agreement), dated May 25, 1993, between Debtor and
Lender.
8. Collateral Assignment of Patents (Security Agreement),
dated May 25, 1993, between Debtor and Lender.
9. Collateral Assignment of Rights under Stock Purchase
Agreement, dated May, 1993, between Debtor and Lender.
10. Amendments to Financing Agreements:
(a) First Amendment to Accounts Financing Agreement,
dated as of November 30, 1993;
B-1
(b) Second Amendment to Accounts Financing
Agreement, dated March 1, 1994;
(c) Third Amendment to Accounts Financing Agreement,
dated as of October 6, 1995;
11. Term Note, dated May 25, 1993, issued by NPM payable to
the order of Lender in the original principal amount of
$4,250,000 .
12. Term Note, dated May 25, 1993, issued by AWCL
payable to the order of Lender in the original principal amount
of $1,750,000 .
13. Mortgage and Security Agreement, dated October 27,
1993, by Debtor in favor of Lender.
14. Mortgagee Agreement, dated April 8, 1991, between
Lender and Centerbank.
15. Lock Box and Blocked Account Agreement, dated May 28,
1993, by and among Philadelphia National Bank, incorporated as
CoreStates Bank, N.A., Debtor and Lender.
B. UCC-1 Financing Statements
1. UCC-1 Financing Statements - NPM
(a) New York
(b) New Jersey
(c) Connecticut
(d) Texas
(e) Illinois
(f) Nevada
2. UCC-1 Financing Statements - AWCL
(a) New York
(b) New Jersey
(c) Connecticut
(d) Texas
(e) Illinois
(f) Nevada
B-2
C. Guarantor Agreements
1. Amended and Restated Guarantee and Waiver, dated May
25, 1993, by Acme/▇▇▇▇▇▇▇ Puerto Rico, Inc. ("Acme") in favor of
Lender of the obligations of Debtor to Lender
2. Guarantee and Waiver, dated May 25, 1993, by ▇▇▇▇▇▇
Manufacturing Corporation ("▇▇▇▇▇▇") in favor of Lender of the
obligations of Debtor to Lender
3. General Security Agreement, dated May 25,
1993, by ▇▇▇▇▇▇ in favor of Lender
4. Amendments to Factor's Lien Contract and
other Puerto Rico Security Documents, dated May 25, 1993, by Acme
in favor of Lender
B-3
EXHIBIT C
Legal Description
See real property descriptions annexed hereto.
C-1
EXHIBIT D
Lender hereby waives the Events of Default arising prior to
the date hereof as set forth in Section 6 of the Covenant
Supplement.
Lender hereby waives the Events of Default arising prior to
the date hereof as set forth in Sections 8.1(a), (b) and (e) of
the Accounts Agreement.
D-1
EXHIBIT E
Existing Liens on Equipment
[To be provided by Debtor]
E-1
EXHIBIT F
Locations of Equipment
[To be provided by Debtor]
F-1
