EXHIBIT 10(r)
WMDI08066.001
SECURITY AGREEMENT
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This SECURITY AGREEMENT, dated October 31, 1995, is made by Guest
Supply, Inc., a New Jersey corporation (the "Pledgor"), in favor of PNC Bank,
National Association (the "Secured Party") as agent for the benefit of the
Secured Party and the Lenders party to the Revolving Credit and Term Loan
Agreement (as the same may be amended, modified or supplemented from time to
time, the "Credit Agreement") dated October 31, 1995 among Guest Supply, Inc.,
Guest Packaging, Inc. and ▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇ Co., as Borrower, PNC Bank,
National Association and First Fidelity Bank, N.A., as Lenders, and the Secured
Party, as Agent.
W I T N E S S E T H :
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WHEREAS, all financial accommodations to be made to Guest Supply,
Inc., Guest Packaging, Inc. and ▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇ Co., as joint and several
obligors, (collectively, the "Borrower") by the Lenders pursuant to the terms
and conditions of the Credit Agreement are to be secured by, among other
collateral, the assignment, grant and pledge by the Pledgor to the Secured
Party of a continuing security interest in all of the (i) Accounts, (ii)
Contracts and contract rights, (iii) Chattel Paper, (iv) Documents, (v)
Equipment, (vi) General Intangibles, (vii) Instruments, (viii) Inventory and
(ix) Fixtures of the Pledgor, whether now owned or hereafter acquired; and
WHEREAS, one of the conditions precedent to the obligation of the
Lenders to extend the credit facilities described in the Credit Agreement is
that the Pledgor execute and deliver this Security Agreement to the Secured
Party for the benefit of the Secured Party and the Lenders.
NOW, THEREFORE, in consideration of the premises, to induce the
Lenders to extend the credit facilities described in the Credit Agreement and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Pledgor hereby agrees with the Secured Party, as
follows:
1. Defined Terms. (a) Unless otherwise defined herein, terms
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which are defined in the Credit Agreement and used herein are used herein as
defined in the Credit Agreement.
(b) The following terms which are defined in the UCC (as
such term is defined below) on the date hereof are used herein as so defined:
Accounts, Account Debtor, Chattel Paper, Documents, Equipment, Fixtures,
General Intangibles, Goods, Instruments, Inventory, Proceeds and Products.
(c) The following terms shall have the following meanings:
(i) "Collateral" shall have the meaning assigned to
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it in Section 2 of this Security Agreement;
(ii) "Contracts" means all contracts to which the
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Pledgor is now or hereafter becomes a party, including, in each case, without
limitation, (a) all rights of the Pledgor to receive moneys due and to become
due to it thereunder or in connection therewith, (b) all rights of the Pledgor
to damages arising out of, or for, breach or default in respect thereof, (c)
all rights of the Pledgor to terminate the contracts, to perform thereunder and
to compel performance and to otherwise exercise all remedies thereunder, and
(d) any other rights or benefits arising under any other contract entered into
by the Pledgor; except, in the case of clauses (b), (c) and (d) only to the
extent that, in the case of any contract, the Pledgor's right, title and
interest therein is assignable without consent, or with consent and the consent
of all necessary parties to such contract has been obtained);
(iii) "Material Contract" means any Contract which
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represents 3% or more of the amount of sales of the Borrower;
(iv) "Security Agreement" means this Security
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Agreement, as amended, supplemented or otherwise modified from time to time;
and
(v) "Obligations" means all indebtedness,
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liabilities and obligations (whether denominated as principal, fees, interest
or otherwise including amounts that, but for the initiation of any proceeding
under any insolvency or bankruptcy law, would become due) of (i) any Person
constituting the Borrower to the Secured Party or any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with the
Credit Agreement or any other Loan Document, and (ii) the Pledgor to the
Secured Party or any Lender whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with this Security Agreement;
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(vi) "UCC" means the Uniform Commercial Code as from
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time to time in effect in the State of New Jersey; provided, that if by reason
of mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of any Lien on any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New Jersey, "UCC"
means the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or the effect of
perfection or non-perfection. References to sections of the UCC shall be
construed as necessary to refer to any successor sections of the UCC.
2. Grant of Security Interest. As collateral security for the
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prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby
mortgages, pledges, assigns, hypothecates and grants to the Secured Party, for
the benefit of the Secured Party and the Lenders, a continuing security
interest in all of the following property now owned or at any time hereafter
acquired by the Pledgor or in which the Pledgor now has or at any time in the
future may acquire any right, title or interest (collectively, the
"Collateral"):
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(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Contracts;
(iv) all Documents;
(v) all General Intangibles, including, without limitation,
all trade secrets, tradenames, copyrights, copyright
applications, patent applications, patents, trademarks,
trademark registrations and applications therefor;
(vi) all Instruments;
(vii) all Equipment;
(viii) all Inventory;
(ix) to the extent not otherwise included in clause (vii) of
this Section 2, all other machinery, apparatus,
equipment, fittings, Fixtures, furniture and
furnishings now or hereafter located upon the real
property described in Schedule C hereto, or any part
thereof, and used or usable in connection
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with any future occupancy or use of such property;
(x) any and all deposits (general or special, including,
but not limited to, Indebtedness evidenced by
certificates of deposit, whether matured or unmatured
but not including trust accounts) and any other
Indebtedness at any time held or owing by the Secured
Party or any Lender to or for the credit or the account
of the Pledgor;
(xi) any and all claims or payments made under any insurance
policy;
(xii) all interest of the Pledgor in any goods the sale or
lease of which shall have given or shall give rise to,
and in all guaranties and other property securing the
payment of or performance under, any Accounts,
Contracts, General Intangibles or any Chattel Paper or
Instruments referred to above;
(xiii) any and all personal property of any Person of any kind
or description subject to a separate mortgage, pledge
or security interest in favor of the Pledgor or in
which the Pledgor now or hereafter has or acquires a
security interest securing any indebtedness, pursuant
to any written agreement or instrument other than this
Security Agreement;
(xiv) all replacements, substitutions, additions or
accessions to or for any of the foregoing;
(xv) to the extent related to the property described above,
all books, correspondence, credit files, records,
invoices and other papers and documents, including,
without limitation, to the extent so related, all
tapes, cards, computer runs, computer programs and
electronic, magnetic or other archival systems or
papers and documents in the possession or control of
the Pledgor or any computer or service bureau from time
to time acting for the Pledgor;
(xvi) all property or interests in property of the Pledgor
which now may be owned or hereafter
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may come into the possession, custody or control of the
Secured Party or any Lender, or any agent or affiliate
of the Secured Party or any Lender (whether for
safekeeping, deposit, custody, pledge, transmission,
collection or otherwise), including, without
limitation, all rights and interests of the Pledgor in
respect of any and all (a) notes, drafts, letters of
credit, stocks, bonds, and debt and equity securities,
whether or not certificated, and warrants, options,
puts, calls and other rights to acquire or otherwise
relating to the same, (b) cash, and (c) proceeds of
loans, advances and other financial accommodations,
including, without limitation, loans, advances and
other financial accommodations made or extended under
the Loan Documents; and
(xvii) to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing.
3. Rights of Secured Party; Limitations on Secured Party's
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Obligations.
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(a) Pledgor Remains Liable under Accounts and Contracts.
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Anything herein to the contrary notwithstanding, the Pledgor shall remain
liable under each of the Accounts and Contracts to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all
in accordance with the terms of any agreement giving rise to each such Account
and in accordance with and pursuant to the terms and provisions of each such
Contract. Neither the Secured Party nor any Lender shall have any obligation
or liability under any Account (or any agreement giving rise thereto) or
Contract by reason of or arising out of this Security Agreement or the receipt
by the Secured Party or any Lender of any payment relating to such Account or
Contract pursuant hereto, nor shall the Secured Party or any Lender be
obligated in any manner to perform any of the obligations of the Pledgor under
or pursuant to any Account (or any agreement giving rise thereto) or under or
pursuant to any Contract, to make any payment, to make any inquiry as to the
nature or the sufficiency of any payment received by any of them or as to the
sufficiency of any performance by any party under any Account (or any agreement
giving rise thereto) or under any Contract, to present or file any claim, to
take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to them or to which they may be entitled
at any time or times.
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(b) Notice to Account Debtors and Contracting
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Parties. After the occurrence and during the continuance of an Event of
Default, upon the request of the Secured Party at any time, the Pledgor shall
notify Account debtors on the Accounts and the parties to the Contracts that
the Accounts and the Contracts have been assigned to the Secured Party and that
payments in respect thereof shall be made directly to the Secured Party. After
the occurrence and during the continuance of an Event of Default, the Secured
Party may, at any time in its own name or in the names of others communicate
with Account debtors on the Accounts and the parties to the Contracts to verify
with them to its satisfaction the existence, amount and terms of any Accounts
or Contracts. The costs relating to the foregoing matters, including
reasonable attorneys' fees and out of pocket expenses shall be borne solely by
the Pledgor whether incurred by the Secured Party or the Pledgor.
(c) Analysis of Accounts. Upon reasonable notice to the
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Pledgor, the Secured Party shall have the right to make test verifications of
the Accounts in any manner and through any medium that it reasonably considers
advisable, and the Pledgor shall furnish all such assistance and information as
the Secured Party may require in connection therewith; provided, however, that,
prior to the occurrence and continuance of an Event of Default, Secured Party
shall obtain Pledgor's written consent (which shall not be unreasonably
withheld or delayed) prior to communicating with Account Debtors. At any time
and from time to time, upon the Secured Party's request and at the expense of
the Pledgor, the Pledgor shall furnish to the Secured Party reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Accounts.
4. Representations and Warranties. The Pledgor hereby
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represents and warrants that:
(a) Title; No Other Liens. The Pledgor has good and
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marketable title to the Collateral, subject only to Liens permitted by the
Credit Agreement (hereinafter, the "Permitted Encumbrances"). Other than with
respect to Permitted Encumbrances, no security agreement, financing statement
or other public notice with respect to all or any part of the Collateral is on
file or of record in any public office except such as may have been filed
pursuant to the Credit Agreement or as to which UCC-3 termination statements
have been received and filed or which have expired and not been renewed.
(b) Perfected First Priority Liens. When appropriate
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financing statements have been filed by the Secured Party in the jurisdictions
listed on Schedule A hereto against the Pledgor, the Liens granted pursuant to
this Security
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Agreement will constitute perfected Liens (to the extent such Liens can be
perfected by filing) on the Collateral in favor of the Secured Party, which are
prior to all other Liens on the Collateral and in existence on the date hereof
other than Permitted Encumbrances, and which are enforceable as such against
all creditors of the Pledgor.
(c) Accounts. The amount represented by the Pledgor to
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the Secured Party from time to time as owing by each Account Debtor or by all
Account Debtors in respect of the Accounts will at such time be the correct
amount actually owing by such Account Debtor or Debtors thereunder. The
place(s) where the Pledgor keeps its books and records concerning the Accounts
is as set forth on Schedule B hereto.
(d) Contracts. No consent of any Person (other than the
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Pledgor), including, without limitation, any Governmental Authority, to any
Contract is required, or purports to be required, in connection with the
execution, delivery and performance of this Security Agreement. To the best
knowledge of the Pledgor each Contract is in full force and effect and
constitutes a valid and legally enforceable obligation of the parties thereto,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting that enforcement of
creditor's rights generally. No consent or authorization of, filing with or
other act by or in respect of any Governmental Authority is required in
connection with the execution, delivery, performance, validity or
enforceability of any of the Contracts by any party thereto other than those
which have been duly obtained, made or performed, are in full force and effect
and do not subject the scope of any such Contract to any adverse limitation,
either specific or general in nature. Neither the Pledgor nor (to the best of
the Pledgor's knowledge) any other party to any Contract is in default or is
likely to become in default in the performance or observance of any of the
terms thereof. The Pledgor has fully performed all its obligations under each
Contract required to be performed as of the date hereof. To the best knowledge
of the Pledgor the right, title and interest of the Pledgor in, to and under
each Contract are not subject to any defense, offset, counterclaim or claim
which would materially adversely affect the value of such Contract as
Collateral, nor have any of the foregoing been asserted or alleged against the
Pledgor as to any Contract. The Pledgor has delivered to the Secured Party a
complete and correct copy of each Material Contract, including all amendments,
supplements and other modifications thereto.
(e) Inventory and Equipment. The Inventory and
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Equipment is kept, from time to time, at the locations listed on Schedule C
hereto.
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(f) Chief Executive Office. The Pledgor's chief
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executive office is as set forth on Schedule B annexed hereto.
(g) Other Places of Business. The Pledgor's other
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places of business are as set forth on Schedule B annexed hereto, and if no
other places of business are set forth on Schedule B then Pledgor has no other
place of business other than its chief executive office as set forth in Section
4(f) above.
(h) Trade Names. Certain Accounts may be and/or certain
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of the Pledgor's invoices may be, from time to time, rendered to customers
under the trade names listed on Schedule B (which together with any new trade
names used after the date hereof are referred to collectively, as the "Trade
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Names" and each individually, as a "Trade Name"). As to such Trade Names
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and the related Accounts, the Pledgor hereby warrants and agrees that:
(i) each Trade Name is a trade name and style (and not
the name of an independent corporation or other legal entity) by which the
Pledgor may identify and sell certain of its goods or services and conduct a
portion of its business and Pledgor has filed or made all public or other
notices in any jurisdiction required to lawfully operate under such Trade
Names;
(ii) all Accounts, Chattel Paper, Instruments and
Proceeds thereof and returned merchandise which arise from the sale of goods
invoiced under the Trade Names are and shall be (x) owned solely by the Pledgor
and (y) subject to the security interest and other terms of this Security
Agreement;
(iii) new Trade Names may only be used by the Pledgor
after the Secured Party is given fifteen (15) days prior written notice of the
use of any such new Trade Name, which notice shall set forth the name of such
new Trade Name; and
(iv) the Pledgor does not use any Trade Name other than
the Trade Names listed on Schedule B hereto.
(i) Rolling Stock. The Pledgor does not own any
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railroad cars, locomotives or other rolling stock used or intended for use in
interstate commerce.
(j) Patents, Trademarks, Copyrights. Except as set
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forth on Schedule D, the Pledgor does not own, license or have rights in or to
any trademark, patent or copyright and has not filed and is not in the process
of filing any application with any Governmental Authority to obtain any of the
foregoing. Except as set forth on Schedule D, the Pledgor does not need or
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require a license or right to use any patent, copyright, trademark or service
▇▇▇▇ to conduct its business.
5. Covenants. The Pledgor covenants and agrees that, from and
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after the date of this Security Agreement until the Obligations are paid in
full:
(a) Further Documentation; Pledge of Instruments and
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Chattel Paper. At any time and from time to time, upon the written request
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of the Secured Party and at the sole expense of the Pledgor, the Pledgor will
promptly and duly execute and deliver such further instruments and documents
and take such further action as the Secured Party may reasonably request for
the purpose of obtaining or preserving the full benefits of this Security
Agreement and the rights and powers herein granted, including, without
limitation, the filing of documents with the Office of Patents and Trademarks
and the filing of any financing or continuation statements under the UCC in
effect in any jurisdiction with respect to the Liens created hereby. The
Pledgor also hereby authorizes the Secured Party, or any agent acting for the
benefit and on behalf of the Secured Party to file any such financing or
continuation statement without the signature of the Pledgor to the extent
permitted by applicable law. A carbon, photographic or other reproduction of
this Security Agreement shall be sufficient as a financing statement for filing
in any jurisdiction. If any amount payable under or in connection with any of
the Collateral shall be or become evidenced by any Instrument or Chattel Paper,
such Instrument or Chattel Paper shall, after the occurrence and during the
continuance of an Event of Default, be immediately delivered to the Secured
Party, duly endorsed in a manner satisfactory to the Secured Party to be held
as Collateral pursuant to this Security Agreement.
(b) Indemnification. The Pledgor agrees to pay, and to
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save the Secured Party harmless from, any and all liabilities, costs and
expenses (including without limitation, reasonable legal fees and expenses) (i)
with respect to, or resulting from, any delay in paying, any and all excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Collateral, (ii) with respect to, or resulting from, any
delay in complying with any Requirement of Law applicable to any of the
Collateral, (iii) with respect to fees, taxes or other costs incurred with
respect to recording UCC financing statements or other public recordings or
notices of security interests, or (iv) in connection with any of the
transactions contemplated by this Security Agreement or the enforcement of the
Secured Party's rights hereunder, except those liabilities, costs and expenses
arising out of the Secured Party's gross negligence or willful misconduct. In
any suit,
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proceeding or action brought by the Secured Party under any Account for any sum
owing thereunder or to enforce any provisions of any Account or Contract the
Pledgor will save, indemnify and keep the Secured Party harmless from and
against all expense, loss or damage suffered by the Secured Party in such
action commenced in connection with the enforcement of any provision of any
Account or Contract except for expenses, loss or damage arising out of the
gross negligence or willful misconduct of the Secured Party.
(c) Maintenance of Records. The Pledgor will keep and
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maintain at its own cost and expense, complete records of the Collateral,
including, without limitation, a record of all payments received and all
credits granted with respect to the Collateral. The Pledgor will ▇▇▇▇ its
books and records pertaining to the Collateral to evidence this Security
Agreement and the security interests granted hereby. For the Secured Party's
further security, the Secured Party shall have a security interest in all of
the Pledgor's books and records pertaining to the Collateral. Upon reasonable
notice from Secured Party to Pledgor prior to an Event of Default and upon
demand thereafter, the Pledgor shall make available all such books and records
to the Secured Party or to its representatives during normal business hours at
the request of the Secured Party.
(d) Right of Inspection. The Secured Party and the
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Lenders shall at all times have full and free access during normal business
hours, upon reasonable prior notice, to all the books, correspondence and
records of the Pledgor and the Secured Party or its representatives may examine
the same and make photocopies thereof, and the Pledgor agrees to render to the
Secured Party such clerical and other assistance as may be reasonably requested
with regard thereto. The Secured Party and the Lenders shall also have the
right, during normal business hours, to enter into and upon any premises where
any of the Inventory is located for the purpose of inspecting the same,
observing its use or otherwise protecting its interests therein.
(e) Compliance with Laws, etc. The Pledgor will comply
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with all Requirements of Law applicable to the Collateral or any part thereof.
(f) Compliance with Terms of Contracts, etc. The
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Pledgor will perform and comply in all material respects with all its
obligations under any agreements, documents and other instruments relating to
the Collateral except where the failure to so perform will not have a Material
Adverse Effect.
(g) Payment of Obligations. The Pledgor will pay, as
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the same become due, all obligations (including without
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limitation, any and all lease obligations and warehouse charges), taxes and
governmental fees, charges or levies imposed upon the Collateral or in respect
of its income or profits therefrom, as well as all claims of any kind
(including, without limitation, claims for labor, materials and supplies)
against or with respect to the Collateral; provided, that it may protest the
payment of, and withhold payment during such protest of, any such obligations,
taxes, fees, charges or levies or claims if it is acting in good faith and
reserves in conformity with GAAP with respect thereto have been provided on its
books unless such protest violates Section 5(h) below.
(h) Limitation on Liens on Collateral. The Pledgor will
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not create, incur or permit to exist, will defend the Collateral against, and
will take such other action as is necessary to remove, any Lien or claim on or
to the Collateral, other than the Liens created hereby and Permitted
Encumbrances and will defend the right, title and interest of the Secured Party
in and to any of the Collateral against the claims and demands of all Persons
whomsoever except Persons claiming under this Security Agreement.
(i) Limitations on Dispositions of Collateral. Except
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for disposal of obsolete items, the Pledgor will not sell, transfer, lease or
otherwise dispose of any Collateral, except as permitted by the Credit
Agreement.
(j) Limitations on Modifications, Waivers and Extensions
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of Contracts and Agreements Giving Rise to Accounts. The Pledgor will not
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(i) amend, modify, terminate or waive any provision of any Contract or any
agreement giving rise to an Account in any manner which could reasonably be
expected to materially adversely affect the value of such Contract or Account
as Collateral, (ii) fail to exercise promptly and diligently each and every
right which it may have under each Contract, or agreement giving rise to an
Account or (iii) fail to deliver to the Secured Party a copy of each material
demand, notice or document received by it relating in any way to any Material
Contract or any agreement constituting a Material Contract.
(k) Limitation on Discounts, Compromises and Extensions of
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Accounts and Contracts. Other than in the ordinary course of business as
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generally conducted by the Pledgor over a period of time, and in any event,
after the occurrence and during the continuance of an Event of Default, the
Pledgor will not grant any extension of the time of payment of any of the
Accounts or payments of any amounts due under any Contract, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partially, any Person liable for the
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payment thereof, or allow any credit or discount whatsoever thereon.
(l) Maintenance of Equipment. The Pledgor will maintain
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each item of Equipment in good operating condition, ordinary wear and tear and
immaterial impairments of value and damage by the elements excepted, and will
provide all maintenance, service and repairs necessary for such purpose.
(m) Maintenance of Insurance. The Pledgor will
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maintain, with financially sound and reputable companies, insurance policies
(i) insuring the Inventory and Equipment against loss by fire, explosion,
theft, such other casualties as may be reasonably satisfactory to the Secured
Party and (ii) insuring the Pledgor and the Secured Party against liability for
personal injury and property damage relating to such Inventory and Equipment,
such policies to be in such form and amounts and having such coverage as may be
reasonably satisfactory to the Secured Party, with losses payable to the
Pledgor and the Secured Party, provided, that with the written consent of the
Secured Party all payments to be made to the Secured Party under such policies
may be used to repair or replace damaged or destroyed Inventory or Equipment.
The Secured Party shall be provided all evidence and documents necessary to
demonstrate the use of such insurance proceeds. All such insurance shall (i)
provide that no cancellation, material reduction in amount or material change
in coverage thereof shall be effective until at least 15 days after receipt by
the Secured Party of written notice thereof, (ii) name the Secured Party as
loss payee, (iii) provide that the Secured Party shall have the right, but not
the obligation, to pay premiums thereon, and (iv) be reasonably satisfactory in
all other respects to the Secured Party. Upon the request of the Secured
Party, the Pledgor shall deliver to the Secured Party a report of a reputable
insurance broker with respect to such insurance during each calendar year and
such supplemental reports with respect thereto as the Secured Party may from
time to time reasonably request.
(n) Further Identification of Collateral. The Pledgor
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will furnish to the Secured Party from time to time statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Secured Party may reasonably request, all
in reasonable detail.
(o) Notices. The Pledgor will advise the Secured Party
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promptly, in reasonable detail, by written notice (i) of any Lien (other than
Liens created or permitted hereby) on, or claim asserted against, any of the
Collateral and (ii) of the occurrence of any other event which could reasonably
be expected
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to have any material adverse effect on the aggregate value of the Collateral or
on the Liens created hereunder.
(p) Changes in Locations, Name, etc. The Pledgor will
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not (i) change the location of its chief executive office or other places of
business from that specified in Sections 4(f) and 4(g), respectively, or remove
its books and records from the location specified in Section 4(c), (ii) permit
any of the Inventory to be kept at a location other than that listed in
Schedule C hereto, or (iii) change its name, taxpayer identification number,
identity or corporate structure to such an extent that any financing statement
filed by the Secured Party, or any agent acting for the benefit and on behalf
of the Secured Party, in connection with this Security Agreement would become
misleading, unless it shall have given the Secured Party at least 30 days prior
written notice thereof.
(q) Limitation on Assignments. Pledgor will not,
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without the consent of Secured Party, agree to any provision in any Contract or
other agreement constituting Collateral, which purports (or is so broad in
scope so as) to limit Pledgor's rights to pledge or assign the right to payment
of monies due or to become due thereunder.
6. Appointment as Attorney-in-Fact.
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(a) Powers. The Pledgor hereby irrevocably constitutes
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and appoints the Secured Party, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of the Pledgor and in the name of the Pledgor or in its own
name, from time to time in the Secured Party's discretion, for the purpose of
carrying out the terms of this Security Agreement, to execute UCC-1 Financing
Statements in the Pledgor's name as debtor and, upon the occurrence and during
the continuance of any Event of Default, to take any and all appropriate action
and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Security Agreement, and without
limiting the generality of the foregoing, the Pledgor hereby gives the Secured
Party the power and right (but not the obligation), on behalf of the Pledgor,
without notice to or assent by the Pledgor, to do the following:
(i) in the case of any Collateral, at any time when any
Event of Default shall have occurred and be continuing, in the name of the
Pledgor or its own name, or otherwise, to open mail addressed to the Pledgor,
to take possession of and endorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any
Account, Instrument, General Intangible or Contract or
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contract right or with respect to any other Collateral and to file any claim or
to take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Secured Party for the purpose of collecting
any and all such moneys due under any such Account, Instrument, General
Intangible or contract right or with respect to any other Collateral whenever
payable;
(ii) to pay or discharge taxes and Liens levied or placed
on or threatened against the Collateral, to effect any repairs or any insurance
called for by the terms of this Security Agreement and to pay all or any part
of the premiums therefor and the costs thereof; and
(iii) upon the occurrence and during the continuance of
any Event of Default, (A) to direct any party liable for any payment under any
of the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Secured Party; (B) to ask or demand for, collect,
receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any
Collateral; (C) to sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and other documents in connection with any
of the Collateral; (D) to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any thereof and to enforce any other right in respect
of any Collateral; (E) to defend any suit, action or proceeding brought against
the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust
any suit, action or proceeding described in clause (E) above and in connection
therewith, to give such discharges or releases as the Secured Party may deem
appropriate; and (G) generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Secured Party was the absolute owner thereof for
all purposes, and to do at the Secured Party's option and the Pledgor's
expense, at any time, or from time to time, all acts and things which the
Secured Party deems necessary to protect, preserve or realize upon the
Collateral and the Liens granted hereunder and to effect the intent of this
Security Agreement, all as fully and effectively as the Pledgor might do.
The Pledgor hereby ratifies all that said attorney shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.
(b) Other Powers. The Pledgor also authorizes the
------------
Secured Party, at any time and from time to time, to execute,
14
in connection with the sale provided for in Section 9 hereof, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral.
(c) No Duty on Secured Party's Part. The powers
-------------------------------
conferred on the Secured Party hereunder are solely to protect its interests in
the Collateral and shall not impose any duty upon the Secured Party to exercise
any such powers. The Secured Party shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers. None of the
Secured Party's officers, directors, employees or agents shall be responsible
to the Pledgor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.
(d) Trademarks and Licenses. The Pledgor further grants
-----------------------
to the Secured Party an irrevocable, non-exclusive license at no charge to use
the trademarks, patents, copyrights and licenses used in connection with the
sale of goods including, without limitation, those listed on Schedule D annexed
hereto associated with the Collateral in connection with any foreclosure or
liquidation together with the right to grant a nonexclusive sublicense without
charge to any buyer of such Collateral for the purpose of resale. All such
licenses and rights to sublicense include all computer programs, and other
Collateral used in connection with such trademarks.
7. Performance by Secured Party of Pledgor's Obligations. If
-----------------------------------------------------
the Pledgor fails to perform or comply with any of its agreements contained
herein and the Secured Party shall perform or comply, or otherwise cause
performance or compliance, with such agreement, the expenses of the Secured
Party incurred in connection with such performance or compliance, together with
interest thereon at a rate per annum equal to the highest interest rate
prescribed in the Credit Agreement, shall be payable by the Pledgor to the
Secured Party on demand and shall constitute Obligations secured hereby.
8. Proceeds. It is agreed that if an Event of Default shall
--------
occur and be continuing (a) all proceeds of Collateral received by the Pledgor
consisting of cash, checks and cash equivalents shall be held by the Pledgor in
trust for the Secured Party segregated from other funds of the Pledgor, and
shall, forthwith upon receipt by the Pledgor, be turned over to the Secured
Party in the exact form received by the Pledgor (duly endorsed by the Pledgor
to the Secured Party, if required), and (b) any and all such proceeds of
Collateral received by the Secured Party (whether from the Pledgor or
otherwise) may, in the sole discretion of the Secured Party, be held by the
Secured Party as collateral security for, and/or then or at any time
15
thereafter may be applied by the Secured Party against, the Obligations then
due and payable, such application to be in such order as the Secured Party
shall elect. Any balance of such proceeds remaining after the Obligations
shall have been paid in full shall be paid over to the Pledgor or to whomsoever
may be lawfully entitled to receive the same.
9. Remedies. If an Event of Default shall occur and be
--------
continuing, the Secured Party may exercise, in addition to all other rights and
remedies granted to the Secured Party in this Security Agreement and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the UCC or any
other applicable laws. Without limiting the generality of the foregoing, the
Secured Party, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by
law) to or upon the Pledgor or any other Person (all and each of which demands,
presentments, protests, advertisements and notices are hereby waived), may in
such circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing) in one
or more parcels at public or private sale or sales, at any exchange, broker's
board or office of the Secured Party or elsewhere upon such terms and
conditions as they may deem advisable and at such prices as they may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. The Secured Party shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold. The
Pledgor further agrees, at the Secured Party's request, to assemble the
Collateral and make it available to the Secured Party at places which the
Secured Party shall reasonably select, whether at the Pledgor's premises or
elsewhere. The Secured Party shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Secured Party hereunder,
including, without limitation, reasonable attorneys' fees and disbursements, to
the payment in whole or in part of the Obligations, in such order as the
Secured Party may elect, and only after such application and after the payment
to the Secured Party of any other amount required by any provision of law,
including, without limitation, any provision of the UCC, need the Secured Party
account for the surplus, if any, to the Pledgor. To the extent permitted by
applicable law, the Pledgor waives all claims, damages and
16
demands it may acquire against the Secured Party arising out of the exercise by
the Secured Party of any of its rights hereunder except any arising out of its
gross negligence or willful misconduct. If any notice of a proposed sale or
other disposition of Collateral shall be required by law, such notice shall be
deemed reasonable and proper if given at least 10 days before such sale or
other disposition. The Pledgor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay the Obligations and the reasonable fees and disbursements of any attorneys
employed by the Secured Party to collect such deficiency.
10. Limitation on Duties Regarding Preservation of Collateral.
---------------------------------------------------------
The Secured Party's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under the UCC or
otherwise, shall be to deal with it in the same manner as the Secured Party
deals with similar property for its own account. Neither the Secured Party nor
any of its directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Pledgor or otherwise.
11. Powers Coupled with an Interest. All authorizations and
-------------------------------
agencies herein contained with respect to the Collateral are coupled with an
interest and are irrevocable.
12. Severability. Any provision of this Security Agreement
------------
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
13. Section Headings. The section headings used in this
----------------
Security Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof.
14. No Waiver; Cumulative Remedies. The Secured Party shall
------------------------------
not by any act (except by a written instrument pursuant to Section 15 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Event of Default or in any breach
of any of the terms and conditions hereof. No failure to exercise, nor any
delay in exercising, on the part of the Secured Party, of any
17
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.
15. Waivers and Amendments; Successors and Assigns; Governing
----------------------------------------------------------
Law. (a) None of the terms or provisions of this Security Agreement may be
---
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor and the Secured Party.
(b) This Security Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Secured Party, the Lenders and their respective successors and assigns. This
Security Agreement shall be governed by, and be construed and interpreted in
accordance with, the laws of the State of New Jersey (without regard to
conflicts of law principles thereof), except to the extent that the validity,
perfection or enforcement of the security interests hereunder, or remedies
hereunder, in respect of any particular Collateral located outside the
boundaries of the State of New Jersey are governed by the laws of a
jurisdiction other than the State of New Jersey.
16. Notices. Notices hereunder may be given as provided in
-------
the Credit Agreement and the Pledgor agrees to be bound by the notice
provisions of the Credit Agreement.
17. Jurisdiction. The Pledgor hereby irrevocably submits to
------------
the jurisdiction of any court of the State of New Jersey or Federal court
sitting in the State of New Jersey in any action or proceeding arising out of
or relating to this Agreement and the Pledgor hereby irrevocably agrees that
all claims in respect of such action or proceeding may be heard and determined
in such court of the State of New Jersey, or to the extent permitted by law, in
such Federal court. The Pledgor hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. The Pledgor also irrevocably
consents to the service of any and all process in any such action or proceeding
arising out of or in connection with this Agreement by the mailing of copies of
such process to the Pledgor at the address and in the manner specified in
Section 16 hereof. The Pledgor agrees that a final and non-appealable judgment
(or a
18
judgment whose time to appeal has expired) in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. THE PLEDGOR AND SECURED PARTY
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY
COUNTERCLAIM) IN ANY COURT ARISING ON, OUT OF, OR IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY AMENDMENT OR SUPPLEMENT HERETO OR THERETO OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
18. Pledge and Assignment Absolute. All rights of the Secured
------------------------------
Party, the pledge and assignment hereunder and all obligations of the Pledgor
hereunder, shall be absolute and unconditional, irrespective of:
(i) any lack of validity or enforceability of the Credit
Agreement, any other document or any other agreement or instrument
relating thereto;
(ii) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations or any
other amendment or waiver of or any consent to any departure from
the Credit Agreement;
(iii) any exchange, release or non-perfection of any other
Collateral, or any release or amendment or waiver of or consent to
departure from this Agreement or any other Collateral Document; or
(iv) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Pledgor.
19. Indemnity and Expenses. (a) The Pledgor agrees to
----------------------
indemnify the Secured Party from and against any and all claims, losses and
liabilities growing out of or resulting from this Agreement (including, without
limitation, enforcement of this Agreement), except claims, losses or
liabilities resulting from the Secured Party's gross negligence or willful
misconduct.
(b) The Pledgor will upon demand pay to the Secured Party the
amount of any and all reasonable expenses, including, without limitation, the
reasonable fees and disbursements of its counsel and of any experts and agents,
which the Secured Party may incur in connection with (i) the administration of
this Agreement, (ii) the custody, preservation, or use of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral,
(iii) the exercise or enforcement of any of the rights of the Secured Party
hereunder, or (iv) the failure by the Pledgor to perform or observe any of the
provisions hereof.
19
IN WITNESS WHEREOF, the Pledgor has caused this Security Agreement
to be duly executed and delivered as of the date first above written.
GUEST SUPPLY, INC.
[corporate seal]
By:
------------------------
Name:
Title:
20
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF __________ )
: ss.:
COUNTY OF _________ )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 31st day of October 1995, personally appeared ▇▇▇▇ ▇▇▇▇▇ to
me known personally, and who, being by me duly sworn, deposes and says that he
is the Vice President, Finance of Guest Supply, Inc. and that the seal affixed
to the foregoing instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors, and said ▇▇▇▇ ▇▇▇▇▇ acknowledged said
instrument to be the free act and deed of said corporation.
------------------------------
Notary Public
Guest Supply, Inc.
Schedules to Security Agreement
Schedule A
Jurisdiction for Filing UCC-1's
-------------------------------
Secretary of State of New Jersey
Middlesex County, New Jersey
(720 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇)
Secretay of State of New Jersey
Middlesex County, New Jersey
(▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇)
Secretay of State of New Jersey
Union County, New Jersey
(414 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇)
Secretay of State of New Jersey
Middlesex County, New Jersey
(▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇)
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Secretay of State of Illinois
Dupage County, Illinois
Secretary of State of California
Orange County, California
Secretary of State of Florida
Orange County, Florida
Secretary of State of Texas
Collin County, Texas
Secretary of State of Maryland
▇▇▇▇▇▇ County, Maryland
Schedule B
----------
a) Location of Pledgor's books and records concerning Accounts:
▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
b) Location of Pledgor's chief executive office:
▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c) Location of Pledgor's other places of business:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇, ▇▇ & ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
d) List of tradenames:
Guest Distribution, Inc.
Schedule C
----------
Location(s) of the Pledgor's Inventory:
▇▇, ▇▇ & ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
In addition to the foregoing, Pledgor from time to time, maintains inventory at
its suppliers set forth on Exhibit A to Schedule C attached hereto.
Locations of Equipment:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇, ▇▇ & ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule D
----------
Trademarks, Patents, Copyrights, License Agreements:
TRADEMARKS
----------
Owner Trademark Registration Date Registration No.
------------------ ---------- ----------------- ---------------
Guest Supply, Inc. MIRAFLORES July 14, 1987 1,447,0
45
Guest Supply, Inc. EVERGREEN December 29, 1992 1,742,63
3
Guest Supply, Inc. ALLIANCE CHEMICAL January 19, 1993 1,746,70
7
Guest Supply, Inc. GUEST SUPPLY October 13, 1992 1,723,157
Guest Supply, Inc. WHISPER MINT November 18, 1986 1,417,1
39
Guest Supply, Inc. INSTITUTE SWISS May 2, 1995 1,892,792
SERVICE MARKS
-------------
Owner Service ▇▇▇▇ Registration Date Registration No.
------------------ -------------- ----------------- ---------------
Guest Supply, Inc. GUEST SUPPLY November 5, 1985 1,369,530
(in Script)
Guest Supply, Inc. GUEST DESIGN October 29, 1985 1,368,272
(in Script)
PATENTS
-------
Owner Patent Date of Patent Patent No.
------------------ -------------- ----------------- ---------------
Guest Supply, Inc. Bottle and cap June 27, 1989 301,838
Guest Supply, Inc. Bottle November 21, 1989 304,687
Guest Supply, Inc. Bottle November 21, 1989 304,688
Guest Supply, Inc. Bottle and cap March 12, 1991 315,299
Guest Supply, Inc. Bottle and cap September 3, 1991 319,585
Guest Supply, Inc. Bottle and cap March 10, 1992 324,496
Guest Supply, Inc. Bottle March 21, 1995 356,502
COPYRIGHT
---------
Owner Design Description Date of Copyright Registration
No.
----------------- ------------------------ ----------------- ------------
Guest Supply, Inc. * AmeriSuites 5/24/93 VA 570 224
Guest Supply, Inc. * Barcelo Hotels 09/08/93 VA 600 571
Guest Supply, Inc. Whispermint Mouthwash Label 11/20/90 VA 438 052
Guest Supply, Inc. 1.5 Chamomile PW Soap 11/20/90 VA 438 053
Guest Supply, Inc. Shower Cap Carton 11/20/90 VA 438 051
Guest Supply, Inc. 1.5 Facial Soap Carton 11/20/90 VA 438 049
Guest Supply, Inc. 2.5 Sandalwood Bath Sp Ctn 11/20/90 VA 438 048
Guest Supply, Inc. 1.5 Aloe Enriched Moisture 11/20/90 VA 438 054
Label
Guest Supply, Inc. Mending Kit Carton 11/20/90 VA 438 050
Guest Supply, Inc. Floral 02/25/93 VA 548 279
Guest Supply, Inc. Flower - Leaf Design 06/22/92 VA 512 066
Guest Supply, Inc. Rose Design 11/26/91 VA 480 798
Guest Supply, Inc. * Costa Euro Lux Cruises 01/25/93 VA 548 280
Guest Supply, Inc. Floral 06/22/92 VA 512 073
Guest Supply, Inc. Match new Choice program 09/08/93 VA 600 566
Guest Supply, Inc. EBZ Coloring 01/21/92 VA 491 855
Guest Supply, Inc. Leaf Pattern 03/11/91 VA 457 442
Guest Supply, Inc. Bottles 07/30/90 VA 423 672
Guest Supply, Inc. Soap Carton (Mauve & Pink) 07/30/90 VA 423 669
Guest Supply, Inc. Soap Carton (Blue & Light 07/30/90 VA 423 667
Blue)
Guest Supply, Inc. Soap Carton (Green & Ivory) 07/30/90 VA 423 668
Guest Supply, Inc. 3 oz. Carton (Mauve & Pink) 07/30/90 VA 423 666
Guest Supply, Inc. 3 oz. Carton (Blue & Light 07/30/90 VA 424 899
Blue)
Guest Supply, Inc. 3 oz. Carton (Green & Ivory) 07/30/90 VA 423 665
Guest Supply, Inc. Shoe Mitt 07/30/90 VA 423 670
Guest Supply, Inc. Tissue Pleated Glycerine 07/30/90 VA 423 671
Guest Supply, Inc. ▇▇▇▇▇▇▇ 05/24/93 VA 570 223
Guest Supply, Inc. Marble - Feather Design 06/22/92 VA 512 067
Guest Supply, Inc. Leaf 10/15/92 VA 529 452
Guest Supply, Inc. Festive 01/06/94 VA 623 750
Guest Supply, Inc. Nautical Pattern 02/10/93 VA 554 216
Guest Supply, Inc. Leaf Design 06/22/92 VA 512 071
Guest Supply, Inc. Blue Swirl 05/23/91 VA 475 981
Guest Supply, Inc. Green 06/22/92 VA 512 072
2
COPYRIGHT
---------
Owner Design Description Date of Copyright Registration
No.
----------------- ------------------------ ----------------- ------------
Guest Supply, Inc. Basket & Flower Design 11/26/91 VA 430 796
Guest Supply, Inc. Floral & Leaf Dotted Design 01/13/92 VA 486 509
Guest Supply, Inc. Beach 11/20/90 VA 433 304
Guest Supply, Inc. Marble 11/19/92 VA 531 802
Guest Supply, Inc. Fish Design 01/13/92 VA 486 508
Guest Supply, Inc. Green (Photographs) 09/08/93 VA 600 570
Guest Supply, Inc. Marble - Granite 06/22/92 VA 512 065
Guest Supply, Inc. Watercolor 09/08/93 VA 600 569
Guest Supply, Inc. Abstract Column/Block-Dome 01/13/92 VA 486 507
Guest Supply, Inc. So West 06/22/92 VA 512 068
Guest Supply, Inc. Pink 11/26/91 VA 480 799
Guest Supply, Inc. * Sheraton Waikiki 06/22/92 VA 512 070
Guest Supply, Inc. Watercolor 06/22/92 VA 512 064
Guest Supply, Inc. * Stouffers Commercial 06/22/92 VA 512 607
Guest Supply, Inc. Floral Designs 11/26/91 VA 480 797
Guest Supply, Inc. * Hawthorn Suites 06/07/93 VA 613 317
Guest Supply, Inc. Photo on Map Background 06/07/93 VA 613 318
Guest Supply, Inc. * Homewood Suites 10/08/92 VA 527 401
Guest Supply, Inc. * Ilikai (New) 11/23/93 VA 610 591
Guest Supply, Inc. Latice Design 03/07/94 VA 627 755
Guest Supply, Inc. * Manhattan East Suites (New) 11/23/93 VA 610 592
Guest Supply, Inc. * Marriott Mountain Shadows 01/06/94 VA 623 751
Guest Supply, Inc. * Masters Inn 09/08/93 VA 600 568
Guest Supply, Inc. * Ocean Grand-Flowers 09/08/93 VA 600 567
___________
* Design developed for hotel but not described
LICENSING AGREEMENTS
--------------------
1. Licensing Agreement dated as of January 1, 1993, by and between
Guest Supply, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ regarding Finesse shampoo.
2. Trademark Licensing Agreement dated June 16, 1995 by and between
Guest Supply, Inc. and Playtex Beauty Care, Inc. regarding Guest
Supply, Inc.'s use of the trademark "Jhirmack".
3
Schedule I
----------
Premises at:
▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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