Security Agreement - Opinion Research Corp., ORC Inc. and Heller Financial Inc.
SECURITY AGREEMENT
This SECURITY AGREEMENT (this "Agreement") is dated as of May __, 1999
between OPINION RESEARCH CORPORATION, a Delaware corporation ("Parent"), and
ORC, INC., a Delaware corporation and wholly-owned subsidiary of Parent ("ORC";
Parent and ORC are sometimes referred to individually as a "Borrower" and
together as the "Borrowers"), and HELLER FINANCIAL, INC., a Delaware
corporation, as agent ("Agent") for the benefit of all Lenders.
W I T N E S S E T H :
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WHEREAS, Borrowers have entered into a Credit Agreement of even date
herewith (as the same may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement") with the Lenders
and Agent, for the benefit of Agent and all Lenders thereunder, providing for
extensions of credit and other financial accommodations to be made to Borrowers
by Agent and Lenders; and
WHEREAS, it is a condition precedent to the obligations of Agent and the
Lenders under the Credit Agreement that Borrowers shall have granted the Liens
contemplated by this Agreement;
NOW, THEREFORE, in consideration of the foregoing and in order to induce
Agent and the Lenders to extend credit and make other financial accommodations
under the Credit Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, each Borrower hereby
agrees with Agent, on behalf of and for the benefit of Agent and Lenders, as
follows:
SECTION 1. Definitions
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1.1 Certain Defined Terms. Unless otherwise defined herein, all
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capitalized terms used herein shall have the respective meanings given to such
terms in the Credit Agreement. The following terms, as used herein, have the
meanings set forth below:
"Accounts" means, with respect to each Borrower, all "accounts" (as defined
in the UCC) now owned or hereafter created or acquired by such Borrower
including, without limitation, all of the following now owned or hereafter
created or acquired by such Borrower: (a) accounts receivable, contract rights,
book debts, notes, drafts, chattel paper and other obligations or indebtedness
owing to such Borrower arising from the sale, lease or exchange of goods or
other property and/or the performance of services; (b) such Borrower's rights
in, to and under all purchase orders for goods, services or other property; (c)
such Borrower's rights to any goods, services or other property represented by
any of the foregoing (including returned or repossessed goods and unpaid
sellers' rights of rescission, replevin, reclamation and rights of stoppage in
transit); (d) monies due to or to become due to such Borrower under all
contracts for the sale, lease or exchange of goods or
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other property and/or the performance of services (whether or not yet earned by
performance on the part of such Borrower); (e) uncertificated securities; and
(f) Proceeds of any of the foregoing and all collateral security and guaranties
of any kind given by any Person with respect to any of the foregoing.
"Blocked Accounts" has the meaning assigned to that term in Section 7.
"Collateral" has the meaning assigned to that term in Section 2.
"Collecting Banks" has the meaning assigned to that term in Section 7.
"Copyright License" means, with respect to each Borrower, any written
agreement now or hereafter in existence granting to such Borrower any right to
use any Copyright including, without limitation, the agreements described in
Schedule 1 of the Copyright Security Agreements.
"Copyrights" means, with respect to each Borrower, collectively, all of the
following: (a) all copyrights, rights and interests in copyrights, works that
may be protected by copyright, copyright registrations and copyright
applications now owned or hereafter created or acquired by such Borrower,
including, without limitation, those listed on Schedule 1 of such Borrower's
Copyright Security Agreement; (b) all renewals of any of the foregoing; (c) all
income, royalties, damages and payments now or hereafter due and/or payable
under any of the foregoing, including, without limitation, damages or payments
for past or future infringements of any of the foregoing; (d) the right to sue
for past, present and future infringements of any of the foregoing; (e) all
rights corresponding to any of the foregoing throughout the world; and (f) all
goodwill associated with and symbolized by any of the foregoing.
"Copyright Security Agreements" means, collectively, the copyright security
agreements to be executed and delivered by Borrowers to Agent, substantially in
the form of Exhibit A, as such agreement may hereafter be amended, supplemented
or otherwise modified from time to time.
"Depositary Account" has the meaning assigned to that term in Section 7.
"Documents" means, with respect to each Borrower, all "documents" (as
defined in the UCC) or other receipts covering, evidencing or representing goods
now owned or hereafter acquired by such Borrower.
"Equipment" means, with respect to each Borrower, all "equipment" (as
defined in the UCC) now owned or hereafter acquired by such Borrower including,
without limitation, all machinery, motor vehicles, trucks, trailers, vessels,
aircraft and rolling stock and all parts thereof and all additions and
accessions thereto and replacements therefor.
"Fixtures" means, with respect to each Borrower, all of the following now
owned or hereafter acquired by such Borrower: plant fixtures; business fixtures;
other fixtures and storage facilities, wherever located; and all additions and
accessions thereto and replacements therefor.
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"General Intangibles" means, with respect to each Borrower, all "general
intangibles" (as defined in the UCC) now owned or hereafter acquired by such
Borrower including, without limitation, all right, title and interest of such
Borrower in and to: (a) the Purchase Agreement and all other agreements, leases,
licenses and contracts to which such Borrower is or may become a party; (b) all
obligations or indebtedness owing to such Borrower (other than Accounts) from
whatever source arising; (c) all tax refunds; (d) Intellectual Property; and (e)
all trade secrets and other confidential information relating to the business of
such Borrower including by way of illustration and not limitation: systems and
techniques for the analysis, diagnosis and correction of malfunctions of
products used by such Borrower's customers; the names and addresses of, and
credit and other business information concerning, such Borrower's past, present
or future customers; the prices which such Borrower obtains for its services or
at which it sells or leases merchandise; estimating and cost procedures; profit
margins; policies and procedures pertaining to the sale and design of equipment,
components, devices and services furnished by such Borrower; information
concerning suppliers of Borrower; and information concerning the manner of
operation, business plans, pledges, projections, and all other information of
any kind or character, whether or not reduced to writing, with respect to the
conduct by such Borrower of its business not generally known by the public.
"Instruments" means, with respect to each Borrower, all "instruments",
"chattel paper" or "letters of credit" (each as defined in the UCC) including,
but not limited to, promissory notes, drafts, bills of exchange and trade
acceptances, now owned or hereafter acquired by such Borrower.
"Intellectual Property" shall mean, with respect to each Borrower,
collectively all of the following: Copyrights, Copyright Licenses, Patents,
Patent Licenses, Trademarks and Trademark Licenses now owned or hereafter
acquired by such Borrower.
"Inventory" means, with respect to each Borrower, all "inventory" (as
defined in the UCC), now owned or hereafter acquired by such Borrower, wherever
located including, without limitation, finished goods, raw materials, work in
process and other materials and supplies (including packaging and shipping
materials) used or consumed in the manufacture or production thereof and goods
which are returned to or repossessed by such Borrower.
"Investment Property" means, with respect to each Borrower, all "investment
property" (as defined in the UCC) now owned or hereafter acquired by such
Borrower.
"Patent License" means, with respect to each Borrower, any written
agreement now or hereafter in existence granting to such Borrower any right to
use any invention on which a Patent is in existence including, without
limitation, the agreements described in Schedule 1 of such Borrower's Patent
Security Agreement.
"Patents" means, with respect to each Borrower, collectively all of the
following: (a) all patents and patent applications now owned or hereafter
created or acquired by such Borrower including, without limitation, those listed
on Schedule 1 of such Borrower's Patent Security Agreement and the inventions
and improvements described and claimed therein; (b) the reissues,
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divisions, continuations, renewals, extensions and continuations-in-part of any
of the foregoing; (c) all patentable inventions now owned or hereafter created
or acquired by such Borrower; (d) all income, royalties, damages or payments now
and hereafter due and/or payable under any of the foregoing with respect to any
of the foregoing, including, without limitation, damages or payments for past or
future infringements of any of the foregoing; (e) the right to sue for past,
present and future infringements of any of the foregoing; (f) all rights
corresponding to any of the foregoing throughout the world; and (g) all goodwill
associated with any of the foregoing.
"Patent Security Agreements" means, collectively, the patent security
agreements executed and delivered by Borrowers to Agent, substantially in the
form of Exhibit B, as such agreement may hereafter be amended, supplemented or
otherwise modified from time to time.
"Proceeds" means all proceeds of, and all other profits, rentals or
receipts, in whatever form, arising from the collection, sale, lease, exchange,
assignment, licensing or other disposition of, or realization upon, any
Collateral including, without limitation, all claims of any Borrower against
third parties for loss of, damage to or destruction of, or for proceeds payable
under, or unearned premiums with respect to, policies of insurance with respect
to any Collateral, and any condemnation or requisition payments with respect to
any Collateral, in each case whether now existing or hereafter arising.
"Secured Obligations" has the meaning assigned to that term in Section 3.
"Security Interests" means the security interests granted pursuant to
Section 2, as well as all other security interests created or assigned as
additional security for the Secured Obligations pursuant to the provisions of
this Agreement.
"Trademark License" means, with respect to each Borrower, any written
agreement now or hereafter in existence granting to such Borrower any right to
use any Trademark, including, without limitation, the agreements described in
Schedule 1 of such Borrower's Trademark Security Agreement.
"Trademarks" means, with respect to any Borrower, collectively all of the
following now owned or hereafter created or acquired by such Borrower: (a) all
trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos, other business
identifiers, prints and labels on which any of the foregoing have appeared or
appear, all registrations and recordings thereof, and all applications in
connection therewith including registrations, recordings and applications in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof, including, without limitation, those described in Schedule
1 of such Borrower's Trademark Security Agreement; (b) all reissues, extensions
or renewals thereof; (c) all income, royalties, damages and payments now or
hereafter due and/or payable under any of the foregoing or with respect to any
of the foregoing including damages or payments for past or future infringements
of any of the foregoing; (d) the right to sue for past, present and future
infringements of any of the
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foregoing; (e) all rights corresponding to any of the foregoing throughout the
world; and (f) all goodwill associated with and symbolized by any of the
foregoing.
"Trademark Security Agreements" means, collectively, the trademark security
agreements executed and delivered by Borrowers to Agent substantially in the
form of Exhibit C, as such agreement may hereafter be amended, supplemented or
otherwise modified from time to time.
"UCC" means the Uniform Commercial Code as in effect on the date hereof in
the State of Illinois, provided that if by reason of mandatory provisions of
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law, the perfection or the effect of perfection or non-perfection of the
Security Interests in any Collateral or the availability of any remedy hereunder
is governed by the Uniform Commercial Code as in effect on or after the date
hereof in any other jurisdiction, "UCC" means the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection or availability of
such remedy.
1.2 Other Definition Provisions. References to "Subsections",
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"subsections", "Exhibits" and "Schedules" shall be to Sections, subsections,
Exhibits and Schedules, respectively, of this Agreement unless otherwise
specifically provided. Any of the terms defined in subsection 1.1 may, unless
the context otherwise requires, be used in the singular or the plural depending
on the reference. All references to statutes and related regulations shall
include (unless otherwise specifically provided herein) any amendments of same
and any successor statutes and regulations.
SECTION 2. Grant of Security Interests
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In order to secure the prompt and complete payment and performance of the
Secured Obligations in accordance with the terms thereof, each Borrower hereby
grants to Agent, for the benefit of Agent and the Lenders, a continuing security
interest in and to all right, title and interest of such Borrower in the
following property, whether now owned or existing or hereafter acquired or
arising and regardless of where located (all being collectively referred to as
the "Collateral"):
(A) Accounts;
(B) Inventory;
(C) General Intangibles, other than those agreements, leases,
licenses and contracts to which Borrower is or may be a party which by
their terms prohibit the assignment thereof without the consent of the
other party thereto to the extent any necessary consent shall not have been
obtained (collectively, "Non-Assignable Contracts");
(D) Documents;
(E) Instruments;
(F) Equipment, other than Equipment subject to purchase money Liens
permitted by the Credit Agreement which prohibit the granting of
subordinate Liens;
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(G) Fixtures;
(H) Investment Property;
(I) Any Depositary Account and all other deposit accounts of such
Borrower maintained with any bank or financial institution;
(J) All cash deposited therein from time to time and other monies
and property of Borrower in the possession or under the control of Agent or
any Lender;
(K) All books, records, ledger cards, files, correspondence,
computer programs, tapes, disks and related data processing software that
at any time evidence or contain information relating to any of the property
described in subparts (A) - (J) above or are otherwise necessary or helpful
in the collection thereof or realization thereon; and
(L) Proceeds of all or any of the property described in subparts
(A) - (K) above.
Notwithstanding the foregoing, so long as no Event of Default has occurred and
is continuing, each Borrower shall have the exclusive, non-transferable right
and license to use its Intellectual Property and the exclusive right to grant to
other Persons licenses and sublicenses with respect to the Intellectual
Property.
SECTION 3. Security for Secured Obligations
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This Agreement secures the prompt and complete payment and performance of
the Obligations and all obligations of Borrowers now or hereafter existing under
this Agreement and all renewals, extensions, restructurings and refinancings of
any of the above (all such debts, obligations and liabilities of Borrowers being
collectively referred to herein as the "Secured Obligations").
SECTION 4. Borrower Remains Liable
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Anything herein to the contrary notwithstanding: (a) each Borrower shall
remain liable under the contracts and agreements included in the Collateral to
the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed; (b)
the exercise by Agent of any of the rights granted hereunder shall not release
any Borrower from any of its duties or obligations under the contracts and
agreements included in the Collateral; and (c) Agent shall not have any
obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement, nor shall Agent be obligated to perform
any of the obligations or duties of any Borrower thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
SECTION 5. Representations and Warranties
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Each Borrower represents and warrants as follows:
5.1 Binding Obligation. This Agreement is the legally valid and binding
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obligation of such Borrower, enforceable against such Borrower in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws or equitable principles relating to
or limiting creditor's rights generally.
5.2 Location of Equipment and Inventory. All of the Equipment and
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Inventory of each Borrower is located at the places specified on Schedule I.
5.3 Ownership of Collateral. Except for the Permitted Encumbrances
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disclosed on Schedule II and the Security Interests, each Borrower owns its
Collateral free and clear of any Lien. No effective financing statement or
other form of lien notice covering all or any part of the Collateral is on file
in any recording office, except for those in favor of Agent and as disclosed on
Schedule II or filed to perfect Permitted Encumbrances. Except as disclosed on
Schedule II, none of the Collateral is in the possession of any bailee,
warehouseman, agent, processor or consignee.
5.4 Office Locations; Fictitious Names. The chief place of business, the
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chief executive office and the office where each Borrower keeps its books and
records are located at the places specified on Schedule I. No Borrower does
business nor has it done business during the past five years under any trade-
name or fictitious business name except as disclosed on Schedule III.
5.5 Perfection. This Agreement, and the filing of appropriate financing
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statements and delivery of those documents and instruments required to perfect
the Liens granted hereunder, creates a valid, perfected and, except for the
Permitted Encumbrances, first priority security interest in the Collateral
located in the United States, securing the payment of the Secured Obligations,
and all filings and other actions necessary or desirable to perfect and protect
such security interest have been duly taken other than registering the Lien on
certificates of title for titled vehicles.
5.6 Governmental Authorizations; Consents. Except for the filing of the
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financing statements referred to in Section 5.5 hereof and the registration of
Liens on certificates of title for titled vehicles, no authorization, approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body or consent of any other Person (including without limitation
any licensor of Intellectual Property or any party to the Purchase Agreement) is
required either (a) for the execution, delivery or performance of this Agreement
by Borrowers, (b) for the grant by Borrowers of the security interest granted
hereby or (c) for the perfection of such Security Interests in Collateral
located in the United States or the exercise by Agent of its rights and remedies
hereunder, other than as may be required by the Federal Assignment of Claims
Act.
5.7 Accounts. Each Account constitutes the legally valid and binding
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obligation of the customer obligated to pay the same. The amount represented by
any Borrower to Agent as owing by each customer is the correct amount actually
and unconditionally owing, except for normal cash
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discounts and allowances where applicable. No customer has any defense, set-off,
claim or counterclaim against any Borrower that can be asserted against Agent,
whether in any proceeding to enforce Agent's rights in the Collateral or
otherwise except defenses, set-offs, claims or counterclaims that are not, in
the aggregate, material to the value of the Accounts. None of the Accounts is
evidenced by a promissory note or other instrument other than a check.
5.8 Intellectual Property. The Copyrights, Copyright Licenses, Patents,
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Patent Licenses, Trademarks and Trademark Licenses listed on the respective
schedules to each of the Copyright Security Agreements, the Patent Security
Agreements and the Trademark Security Agreements constitute all of the
Intellectual Property owned by Borrowers. The execution, delivery and
performance of this Agreement by Borrowers will not violate or cause a default
under any of the Intellectual Property or any agreement in connection therewith.
5.9 Accurate Information. All information heretofore, herein or hereafter
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supplied to Agent by or on behalf of Borrowers with respect to the Collateral is
and will be accurate and complete in all material respects.
5.10 Credit Agreement Warranties. Each representation and warranty set
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forth in the Credit Agreement is true and correct in all material respects and
such representations and warranties are hereby incorporated herein by this
reference with the same effect as though set forth in their entirety herein.
5.11 Non-Assignable Contracts. Failure to obtain consents to the
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assignment or granting of a security interest in the Non-Assignable Contracts
will not have, and would not reasonably be expected to have, a Material Adverse
Effect. The Non-Assignable Contracts are not material to Borrowers and their
Subsidiaries taken as a whole.
SECTION 6. Further Assurances; Covenants
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6.1 Other Documents and Actions. Subject to the provisions of
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subsection 2.5 of the Credit Agreement, each Borrower will, from time to time,
at its expense, promptly execute and deliver all further instruments and
documents and take all further action that may be necessary or desirable, or
that Agent may reasonably request, in order to perfect and protect the Security
Interests granted or purported to be granted hereby or to enable Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, each Borrower
will: (a) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be necessary
or desirable, or as Agent may reasonably request, in order to perfect and
preserve the Security Interests granted or purported to be granted hereby; (b)
at any reasonable time, upon demand by Agent exhibit the Collateral to allow
inspection of the Collateral by Agent or persons designated by Agent; and (c)
upon Agent's request, appear in and defend any action or proceeding that may
affect any Borrower's title to or the Security Interests of the Agent in the
Collateral.
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6.2 Agent Authorized. Each Borrower hereby authorizes Agent to file one
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or more financing or continuation statements, and amendments thereto, relating
to all or any part of the Collateral without the signature of any Borrower to
the extent permitted by law.
6.3 Corporate or Name Change. Each Borrower will notify Agent promptly
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in writing prior to any change in such Borrower's name, identity or corporate
structure.
6.4 Business Locations. Except for the sale of Inventory in the ordinary
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course of business and dispositions expressly permitted in the Credit Agreement,
each Borrower will keep the Collateral at the locations specified for such
Borrower on Schedule I and those referred to in the next sentence. Each Borrower
will give Agent thirty (30) days prior written notice of any change in such
Borrower's chief place of business, of any new location of business, and of any
new location for any of its Collateral. With respect to any new location (which
in any event shall be within the continental United States), such Borrower will
execute such documents and take such actions as Agent deems necessary to perfect
and protect the Security Interests.
6.5 Bailees. If any Collateral is at any time in the possession or
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control of any warehouseman, bailee, consignee or any of any Borrower's agents
or processors, such Borrower shall, upon the request of Agent, notify such
warehouseman, bailee, consignee, agent or processor of the Security Interests
created hereby and shall instruct such Person to hold all such Collateral for
Agent's account subject to Agent's instructions.
6.6 Instruments. Each Borrower will deliver and pledge to Agent all
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Instruments duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to Agent. Each
Borrower will mark conspicuously all chattel paper with a legend, in form and
substance satisfactory to Agent, indicating that such chattel paper is subject
to the Security Interests and will, upon Agent's request from time to time,
deliver possession thereof to Agent, for the benefit of Agent and the Lenders.
6.7 Certificates of Title. Upon Agent's request, each Borrower shall
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promptly deliver to Agent any and all certificates of title, applications for
title or similar evidence of ownership of all Equipment and shall cause Agent to
be named as lienholder on any such certificate of title or other evidence of
ownership. Each Borrower shall promptly inform Agent of any acquisitions or
dispositions of Equipment and shall not permit any Equipment to become a fixture
to real estate other than real estate encumbered by the Mortgages.
6.8 Account Covenants. Except as otherwise provided in this subsection
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6.8, each Borrower shall continue to collect, at its own expense, all amounts
due or to become due such Borrower under the Accounts. In connection with such
collections, each Borrower may take (and, after the occurrence and during the
continuance of an Event of Default at Agent's direction, shall take) such action
as such Borrower or Agent may deem necessary or advisable to enforce collection
of the Accounts; provided, that Agent shall have the right at any time after the
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occurrence of a Default or an Event of Default to: (a) notify the customers or
obligors under any Account of the
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assignment of such Account to Agent, for the benefit of Agent and the Lenders,
and to direct such customers or obligors to make payment of all amounts due or
to become due directly to Agent; (b) enforce collection of any such Accounts;
and (c) adjust, settle or compromise the amount or payment of such Accounts.
After the occurrence of an Event of Default (i) all amounts and proceeds
(including Instruments) received by any Borrower with respect to the Accounts
shall be received in trust for the benefit of Agent (on behalf of Lenders),
shall be segregated from other funds of such or any Borrower and shall be
forthwith paid over to Agent in the same form as so received (with any necessary
endorsement) pursuant to Section 7 and (ii) no Borrower shall adjust, settle or
compromise the amount or payment of any Account, or release wholly or partially
any customer or obligor thereof, or allow any credit or discount thereon without
the prior consent of Agent.
6.9 Intellectual Property Covenants. Each Borrower shall concurrently
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herewith deliver to Agent its Copyright Security Agreement, its Patent Security
Agreement and its Trademark Security Agreement and all other documents,
instruments and other items as may be necessary for Agent to file such
agreements with the United States Copyright Office, United States Patent and
Trademark Office and any similar domestic or foreign office, department or
agency. If, before the Secured Obligations are paid in full, any Borrower
obtains any new Intellectual Property or rights thereto or becomes entitled to
the benefit of any Intellectual Property not listed on the respective schedules
to such security agreements, such Borrower shall give to Agent prompt written
notice thereof, and shall amend the respective security agreement to include any
such new Intellectual Property. Each Borrower shall: (a) prosecute diligently
any copyright, patent, trademark or license application at any time pending; (b)
make application on all new copyrights, patents and trademarks as reasonably
deemed appropriate by such Borrower; (c) preserve and maintain all rights in its
Intellectual Property including, without limitation, the prosecution of
infringement actions with respect to its Intellectual Property; and (d) use its
best efforts to obtain any consents, waivers or agreements necessary to enable
Agent to exercise its remedies with respect to the Intellectual Property. No
Borrower shall abandon any right to file a copyright, patent or trademark
application nor shall any Borrower abandon any pending copyright, patent or
trademark application, or Copyright, Copyright License, Patent, Patent License,
Trademark or Trademark License without the prior written consent of Agent.
Notwithstanding the foregoing, this Section 6.9 shall not apply to any
Intellectual Property which is not material to the operation or financial
condition of a Borrower's business.
6.10 Equipment Covenants. Each Borrower shall cause Equipment which is
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material the operations and business of such Borrower to be maintained and
preserved in the same condition, repair and working order as when new, ordinary
wear and tear excepted, and in accordance with any manufacturer's manual, and
shall promptly make or cause to be made all repairs, replacements, and other
improvements in connection therewith that are necessary or desirable to such
end.
6.11 Insurance. Each Borrower shall maintain insurance with respect to
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the Collateral in accordance with the terms of the Credit Agreement.
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6.12 Taxes and Claims. Each Borrower will pay promptly when due all
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property and other taxes, assessments and governmental charges or levies imposed
upon, and all claims against, the Collateral (including claims for labor,
materials and supplies), except to the extent the validity thereof is being
contested in good faith.
6.13 Collateral Description. Each Borrower will furnish to Agent, from
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time to time, statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as Agent may
reasonably request, all in reasonable detail.
6.14 Use of Collateral. No Borrower will use or permit any Collateral to
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be used unlawfully or in violation of any provision of this Agreement or any
applicable statute, regulation or ordinance or any policy of insurance covering
any of the Collateral.
6.15 Records of Collateral. Each Borrower shall keep full and accurate
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books and records relating to the Collateral and shall stamp or otherwise mark
such books and records in such manner as Agent may reasonably request indicating
that the Collateral is subject to the Security Interests.
6.16 Other Information. Each Borrower will, promptly upon Agent's
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reasonable request, provide to Agent all information and evidence it may
reasonably request concerning the Collateral, and in particular the Accounts, to
enable Agent to enforce the provisions of this Agreement.
SECTION 7. Bank Accounts; Collection of Accounts and Payments
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On or prior to the Closing Date, Agent and each Borrower shall, at Agent's
request, enter into an Assignment of Deposit Accounts and Bank Agency Agreement
with each financial institution with which such Borrower maintains from time to
time any deposit accounts (general or special). Pursuant to the Assignment of
Deposit Accounts and Bank Agency Agreement(s) and pursuant hereto, each Borrower
grants, sells, conveys, assigns, transfers, pledges and sets over unto Agent,
for the benefit of Agent and the Lenders, all of such Borrower's right, title
and interest in and to such accounts and all funds at any time paid, deposited,
credited or held in such accounts (whether for collection, provisionally or
otherwise) or otherwise in the possession of such financial institutions, and
each such financial institution shall act as agent and pledgee-in-possession for
Agent in connection therewith. Following the Closing Date, no Borrower shall
establish any deposit account with any financial institution except in
accordance with the terms of the Credit Agreement.
Upon the request of Agent from time to time after the occurrence and during
the continuance of an Event of Default, each Borrower shall promptly establish
lock box or blocked accounts (collectively, "Blocked Accounts") in such
Borrower's name with such banks as are acceptable to Agent ("Collecting Banks"),
subject to irrevocable instructions in the form of Exhibit D hereto, to which
the obligors on all Accounts shall directly remit all payments on Accounts and
in which such Borrower will immediately deposit all cash payments made for
Inventory or in respect of Accounts or other cash payments constituting proceeds
of Collateral in the identical form in which such
11
<PAGE>
payment was made, whether by cash or check. In addition, Agent, for the benefit
of Agent and the Lenders, may establish one or more depository accounts at each
Collecting Bank or at a centrally located bank (collectively, the "Depository
Account"). Without limitation of the terms and provisions of the Assignment of
Deposit Accounts and Bank Agency Agreement(s), from and after receipt by any
Collecting Bank of written notice from Agent to such Collecting Bank that an
Event of Default has occurred, all amounts held or deposited in the Blocked
Accounts held by such Collecting Bank shall be transferred to the Depository
Account; provided that, prior to such Collecting Bank's receipt of such notice,
such amounts shall be automatically transferred to such Borrower's operating
account for unrestricted use by such Borrower, provided that any such use is not
prohibited by the Credit Agreement. Subject to the foregoing, each Borrower
hereby agrees that all payments received by Agent or any Lender, whether by
cash, check, wire transfer or any other instrument, whether made to such Blocked
Accounts or otherwise received by Agent or any Lender and whether representing
payments on the Accounts or proceeds of other Collateral, will be the sole and
exclusive property of Agent for the benefit of Lenders. Each Borrower, and any
of its Affiliates, employees, agents or other Persons acting for or in concert
with such Borrower, shall, acting as trustee for Agent and Lenders, receive, as
the sole and exclusive property of Lenders, any monies, checks, notes, drafts or
any other payments relating to and/or representing proceeds of Accounts or other
Collateral which come into the possession or under the control of such Borrower
or any Affiliates, employees, agents or other Persons acting for or in concert
with such Borrower, and immediately upon receipt thereof, such Borrower or such
Persons shall deposit the same or cause the same to be deposited, in kind, in a
Blocked Account. Notwithstanding the foregoing, any amounts contained in Agent's
Depository Account or the Blocked Accounts or otherwise received by Agent in
excess of the Secured Obligations then due and payable shall be the property of
the relevant Borrower and shall promptly be paid over to such Borrower.
SECTION 8. Agent Appointed Attorney-in-Fact
--------------------------------
Each Borrower hereby irrevocably appoints Agent as such Borrower's
attorney-in-fact, with full authority in the place and stead of such Borrower
and in the name of such Borrower, Agent or otherwise, from time to time after
the occurrence and continuance of an Event of Default in Agent's discretion to
take any action and to execute any instrument that Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without
limitation:
(a) to obtain and adjust insurance required to be paid to Agent;
(b) to ask, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or
in respect of any of the Collateral;
(c) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper, in connection with clauses (a)
and (b) above;
12
<PAGE>
(d) to file any claims or take any action or institute any
proceedings that Agent may deem necessary or desirable for the collection
of any of the Collateral or otherwise to enforce the rights of Agent with
respect to any of the Collateral;
(e) to pay or discharge taxes or Liens, levied or placed upon or
threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Agent in its
sole discretion;
(f) to sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, assignments, verifications
and notices in connection with Accounts and other documents (including
without limitation financing statements, continuation statements and other
documents necessary or advisable to perfect the Security Interests)
relating to the Collateral; and
(g) generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and
completely as though Agent were the absolute owner thereof for all
purposes, and to do, at Agent's option and Borrowers' expense, at any time
or from time to time, all acts and things that Agent deems necessary to
protect, preserve or realize upon the Collateral.
Each Borrower hereby ratifies and approves all acts of Agent made or taken
pursuant to this Section 8. Neither Agent nor any person designated by Agent
shall be liable for any acts or omissions or for any error of judgment or
mistake of fact or law. This power, being coupled with an interest, is
irrevocable so long as this Agreement shall remain in force.
SECTION 9. Transfers and Other Liens
-------------------------
Except as otherwise permitted by the Credit Agreement, no Borrower shall:
(a) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or grant any option with respect to, any of the Collateral,
except that a Borrower may sell Inventory in the ordinary course of
business; or
(b) create or suffer to exist any lien, security interest or other
charge or encumbrance upon or with respect to any of the Collateral to
secure indebtedness of any Person except for the Security Interests created
by this Agreement and Permitted Encumbrances disclosed on Schedule II.
SECTION 10. Remedies
--------
If any Event of Default shall have occurred and be continuing, Agent may
exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party on default under the UCC (whether or not the UCC
applies to the affected Collateral) and also may: (a) require any Borrower to,
and each
13
<PAGE>
Borrower hereby agrees that it will, at its expense and upon request of Agent
forthwith, assemble all or part of the Collateral as directed by Agent and make
it available to Agent at a place to be designated by Agent which is reasonably
convenient to both parties; (b) withdraw all cash in any of any Borrower's
accounts and apply such monies in payment of the Secured Obligations in the
manner provided in Section 14; (c) without notice or demand or legal process,
enter upon any premises of any Borrower and take possession of the Collateral;
and (d) without notice except as specified below, sell the Collateral or any
part thereof in one or more parcels at public or private sale, at any of the
Agent's offices or elsewhere, at such time or times, for cash, on credit or for
future delivery, and at such price or prices and upon such other terms as Agent
may deem commercially reasonable. Each Borrower agrees that, to the extent
notice of sale shall be required by law, at least ten days notice to Borrowers
of the time and place of any public sale or the time after which any private
sale is to be made shall constitute commercially reasonable notification. At any
sale of the Collateral, if permitted by law, Agent may bid (which bid may be, in
whole or in part, in the form of cancellation of indebtedness) for the purchase
of the Collateral or any portion thereof for the account of Agent (on behalf of
Agent and the Lenders). Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. To the extent permitted by law, each
Borrower hereby specifically waives all rights of redemption, stay or appraisal
which it has or may have under any law now existing or hereafter enacted.
SECTION 11. License of Intellectual Property
--------------------------------
Each Borrower hereby assigns, transfers and conveys to Agent, effective
upon the occurrence and continuance of any Event of Default hereunder, the
nonexclusive right and license to use all Intellectual Property owned or used by
such Borrower together with any goodwill associated therewith, all to the extent
necessary to enable Agent to realize on the Collateral and any successor or
assign to enjoy the benefits of the Collateral. This right and license shall
inure to the benefit of Agent and all of its successors, assigns and
transferees, whether by voluntary conveyance, operation of law, assignment,
transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and
license is granted free of charge, without requirement that any monetary payment
whatsoever be made to any Borrower by Agent.
SECTION 12. Acquisition Documents
---------------------
If an Event of Default has occurred and is continuing, each Borrower hereby
irrevocably authorizes and empowers Agent to assert, either directly or on
behalf of such Borrower, any claims such Borrower may have, from time to time,
against any other party to the Acquisition Documents or to otherwise exercise
any right or remedy of any Borrower under the Acquisition Documents (including,
without limitation, the right to enforce directly against any party to the
Acquisition Documents all of any Borrower's rights thereunder), and to make all
demands and give all notices and to make all requests required or permitted to
be made by any Borrower under the Acquisition Documents.
14
<PAGE>
SECTION 13. Limitation on Duty of Agent with Respect to Collateral
------------------------------------------------------
Beyond the safe custody thereof, Agent shall have no duty with respect to
any Collateral in its possession or control (or in the possession or control of
any agent or bailee of Agent) or with respect to any income thereon or the
preservation of rights against prior parties or any other rights pertaining
thereto. Agent shall be deemed to have exercised reasonable care in the custody
and preservation of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which it accords its own
property. Agent shall not be liable or responsible for any loss or damage to
any of the Collateral, or for any diminution in the value thereof, by reason of
the act or omission of any warehouseman, carrier, forwarding agency, consignee
or other agent or bailee selected by Agent in good faith.
SECTION 14. Application of Proceeds
-----------------------
Upon the occurrence and during the continuance of an Event of Default, the
proceeds of any sale of, or other realization upon, all or any part of the
Collateral and any cash held in any of any Borrower's accounts shall be applied:
first, to all fees, costs and expenses incurred by Agent or any Lender with
-----
respect to the Credit Agreement, the other Loan Documents or the Collateral
including, without limitation, those described in subsections 1.3(C), 6.4 and
9.1 of the Credit Agreement and in Section 15 hereof; second, to accrued and
------
unpaid interest on the Secured Obligations (including any interest which but for
the provisions of the Bankruptcy Code, would have accrued on such amounts);
third, to the principal amounts of the Secured Obligations outstanding; and
-----
fourth, to any other indebtedness or obligations of any Borrower owing to Agent
------
or any Lender.
SECTION 15. Expenses
--------
Each Borrower shall pay all insurance expenses and all expenses of
protecting, storing, warehousing, appraising, insuring, handling, maintaining
and shipping the Collateral, all costs, fees and expenses of perfecting and
maintaining the Security Interests, and any and all excise, property, sales and
use taxes imposed by any state, federal or local authority on any of the
Collateral, or with respect to periodic appraisals and inspections of the
Collateral, or with respect to the sale or other disposition thereof. If any
Borrower fails promptly to pay any portion of the above expenses when due or to
perform any other obligation of any Borrower under this Agreement, Agent or any
other Lender may, at its option, but shall not be required to, pay or perform
the same and charge any Borrower's account for all costs and expenses incurred
therefor and shall provide subsequent notice to such Borrower or Parent of any
amounts so paid, and each Borrower agrees, jointly and severally, to reimburse
Agent or such Lender therefor on demand. All sums so paid or incurred by Agent
or any other Lender for any of the foregoing, any and all other sums for which
any Borrower may become liable hereunder and all costs and expenses (including
attorneys' fees, legal expenses and court costs) incurred by Agent or any other
Lender in enforcing or protecting the Security Interests or any of their rights
or remedies under this Agreement shall be payable on demand, shall constitute
Secured Obligations, shall bear interest until paid at the highest rate provided
in the Credit Agreement and shall be secured by the Collateral.
15
<PAGE>
SECTION 16. Termination of Security Interests; Release of Collateral
--------------------------------------------------------
Upon payment in full of all Secured Obligations (other than contingent
indemnification obligations to the extent no unsatisfied claim giving rise
thereto has been asserted) and the termination of all Commitments, Risk
Participation Agreements and Lender Letters of Credit, the Security Interests
shall terminate and all rights to the Collateral shall revert to Borrowers.
Upon such termination of the Security Interests or release of any Collateral,
Agent will, at the expense of Borrowers, execute and deliver to the relevant
Borrower such documents as such Borrower shall reasonably request to evidence
the termination of the Security Interests or the release of such Collateral, as
the case may be.
SECTION 17. Notices
-------
All notices, approvals, requests, demands and other communications
hereunder shall be given in accordance with the notice provisions of the Credit
Agreement.
SECTION 18. Waivers, Non-Exclusive Remedies
-------------------------------
No failure on the part of Agent to exercise, and no delay in exercising and
no course of dealing with respect to, any right under the Credit Agreement or
this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise by Agent of any right under the Credit Agreement or this
Agreement preclude any other or further exercise thereof or the exercise of any
other right. The rights in this Agreement and the Credit Agreement are
cumulative and are not exclusive of any other remedies provided by law.
SECTION 19. Successors and Assigns
----------------------
This Agreement is for the benefit of Agent and Lenders and their successors
and assigns, and in the event of an assignment of all or any of the Secured
Obligations, the rights hereunder, to the extent applicable to the Secured
Obligations so assigned, may be transferred with such Secured Obligations. This
Agreement shall be binding on Borrowers and their respective successors and
assigns.
SECTION 20. Changes in Writing
------------------
No amendment, modification, termination or waiver of any provision of this
Agreement or consent to any departure by any Borrower therefrom, shall in any
event be effective without the written concurrence of Agent and Borrowers.
SECTION 21. Applicable Law
--------------
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
16
<PAGE>
SECTION 22. Failure or Indulgence Not Waiver; Remedies Cumulative
-----------------------------------------------------
No failure or delay on the part of Agent or any Lender in the exercise of
any power, right or privilege hereunder shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or any other right, power or
privilege. All rights and remedies existing under this Agreement are cumulative
to, and not exclusive of, any rights or remedies otherwise available.
17
<PAGE>
SECTION 23. Headings
--------
Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.
SECTION 24. Counterparts
------------
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Agreement by signing any such counterpart.
[remainder of this page intentionally left blank]
18
<PAGE>
Witness the due execution hereof by the respective duly authorized officers
of the undersigned as of the day first above written.
OPINION RESEARCH CORPORATION
By: /s/ John F. Short
----------------------------------
Name: John F. Short
Title: President
FEIN: 22-3118960
ORC INC.
By: /s/ Douglas L. Cox
----------------------------------
Name: Douglas L. Cox
Title: Secretary
FEIN: 52-1809336
--------------------------------
HELLER FINANCIAL, INC., as Agent
By: /s/ Karen E. Rode
----------------------------------
Name: Karen Rode
Title: Vice President
<PAGE>
SCHEDULE I
Locations of Equipment, Inventory, Books and
Records, Chief Executive Office, Other Locations
<PAGE>
SCHEDULE II
Other Liens, Security Interests and
Financing Statements; Bailees
1. Permitted Encumbrance as defined in the Credit Agreement.
<PAGE>
SCHEDULE III
Trade-names and Fictitious Names
(Present and Past Five Years)
<PAGE>
EXHIBIT A
COPYRIGHT SECURITY AGREEMENT
----------------------------
WHEREAS, OPINION RESEARCH CORPORATION, a Delaware corporation ("Grantor")
owns the Copyright registrations and Copyright applications listed on Schedule 1
annexed hereto, and is a party to the Copyright Licenses listed on Schedule 1
annexed hereto; and
WHEREAS, Grantor has entered into a Credit Agreement dated as of May __,
1999 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") with Heller Financial, Inc., as agent
("Agent") for the benefit of all financial institutions that from time to time
become lenders under the Credit Agreement ("Lenders"), and the Lenders parties
thereto, providing for extensions of credit and other financial accommodations
to be made to Grantor by Agent and the Lenders; and
WHEREAS, pursuant to the terms of a Security Agreement dated as of May __,
1999 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Security Agreement"), between Grantor and Agent (in such
capacity, "Grantee"), Grantor has granted to Grantee, for the benefit of Agent
and the Lenders a security interest in substantially all the assets of Grantor
including all right, title and interest of Grantor in, to and under all now
owned and hereafter acquired Copyrights (as defined in the Security Agreement),
Copyright registrations, Copyright applications and Copyright Licenses (as
defined in the Security Agreement), together with the goodwill of the business
symbolized by Grantor's Copyrights and all proceeds thereof, to secure the
payment of all amounts owing by Grantor under the Credit Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee, for the benefit of Grantee and the Lenders a continuing security
interest in all of Grantor's right, title and interest in, to and under the
following (all of the following items or types of property being herein
collectively referred to as the "Copyright Collateral"), whether presently
existing or hereafter created or acquired:
(1) each Copyright, Copyright application and Copyright registration,
together with any reissues, extensions or renewals thereof, including,
without limitation, the Copyright, Copyright registrations and Copyright
applications referred to in Schedule 1 annexed hereto, and all of the
goodwill of the business connected with the use of, and symbolized by, each
Copyright, Copyright registration and Copyright application;
(2) each Copyright License and all of the goodwill of the business
connected with the use of, and symbolized by, each Copyright License; and
(3) all products and proceeds of the foregoing, including, without
limitation, any claim by Grantor against third parties for past, present or
future (a) infringement or dilution of any Copyright or Copyright
registration including, without limitation, the Copyright and
<PAGE>
Copyright registrations referred to in Schedule 1 annexed hereto, the
Copyright registrations issued with respect to the Copyright applications
referred in Schedule 1 and the Copyright licensed under the Copyright
License, or (b) injury to the goodwill associated with any Copyright,
Copyright registration or Copyright licensed under any Copyright License.
This security interest is granted in conjunction with the security interests
granted to Grantee pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security interest in the Copyright Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.
IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement to
be duly executed by its duly authorized officer as of the ______ day of ______,
1999.
Acknowledged:
HELLER FINANCIAL, INC., OPINION RESEARCH CORPORATION
as Agent
By:___________________________ By:________________________
Title:_________ Vice President Title: ___________________
2
<PAGE>
ACKNOWLEDGEMENT
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
On the ____ day of _________, 1999 before me personally appeared
______________, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as _____________ of OPINION RESEARCH CORPORATION, who being
by me duly sworn, did depose and say that he is ______________ of OPINION
RESEARCH CORPORATION, the corporation described in and which executed the
foregoing instrument; that the said instrument was signed on behalf of said
corporation by order of its Board of Directors; and that he acknowledged said
instrument to be the free act and deed of said corporation.
________________________
Notary Public
{Seal}
My commission expires:
_____________________
3
<PAGE>
Schedule 1
to Copyright
Security Agreement
------------------
COPYRIGHT REGISTRATIONS
-----------------------
REG. NO. DATE
-------- ----
COPYRIGHT APPLICATIONS
----------------------
COPYRIGHT LICENSES
------------------
Name of Agreement Parties Date of Agreement
----------------- ------- -----------------
<PAGE>
EXHIBIT B
PATENT SECURITY AGREEMENT
-------------------------
WHEREAS, OPINION RESEARCH CORPORATION, a Delaware corporation ("Grantor")
owns the Patents and Patent Applications listed on Schedule 1 annexed hereto,
and is a party to the Patent Licenses listed on Schedule 1 annexed hereto; and
WHEREAS, Grantor has entered into a Credit Agreement dated as of May __,
1999 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") with Heller Financial, Inc., as agent
("Agent") for the benefit of all financial institutions that from time to time
become lenders under the Credit Agreement ("Lenders"), as the Lenders parties
thereto, providing for extensions of credit and other financial accommodations
to be made to Grantor by Agent and the Lenders; and
WHEREAS, pursuant to the terms of a Security Agreement dated as of May __,
1999 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Security Agreement"), between Grantor and Agent (in such
capacity, together with its successors in such capacity, the "Grantee"), Grantor
has granted to Grantee, for the benefit of Agent and the Lenders a security
interest in substantially all the assets of Grantor including all right, title
and interest of Grantor in, to and under all now owned and hereafter acquired
Patents (as defined in the Security Agreement), Patent applications and Patent
Licenses (as defined in the Security Agreement), and all products and proceeds
thereof, to secure the payment of all amounts owing by Grantor under the Credit
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee, for the benefit of Grantee and the Lenders a continuing security
interest in all of Grantor's right, title and interest in, to and under the
following (all of the following items or types of property being herein
collectively referred to as the "Patent Collateral"), whether presently existing
or hereafter created or acquired:
(1) each Patent and Patent application, including, without limitation,
each Patent and Patent application referred to in Schedule 1 annexed
hereto, together with any reissues, continuations or extensions thereof;
(2) each Patent License, including, without limitation, each Patent
License listed on Schedule 1 annexed hereto; and
<PAGE>
(3) all products and proceeds of the foregoing, including, without
limitation, any claim by Grantor against third parties for past, present or
future infringement of any Patent, including, without limitation, any
Patent referred to in Schedule 1 annexed hereto, any Patent issued pursuant
to a Patent Applications referred to in Schedule 1 and any Patent licensed
under any Patent License listed on Schedule 1 annexed hereto.
This security interest is granted in conjunction with the security
interests granted to Grantee pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security interest in the Patent Collateral made and granted hereby are more
fully set forth in the Security Agreement, the terms and provision of which are
incorporated by reference herein as if fully set forth herein.
IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be
duly executed by its duly authorized officer thereunto as of the ______ day of
______, 1999.
Acknowledged:
HELLER FINANCIAL, INC., OPINION RESEARCH CORPORATION
as Agent
By:___________________________ By:_______________________
Title:________ Vice President Title:____________________
2
<PAGE>
ACKNOWLEDGEMENT
STATE OF ______________ )
) ss.
COUNTY OF _____________ )
On the ____ day of ____________, 199_ before me personally appeared
______________, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as _____________ of OPINION RESEARCH CORPORATION, who being
by me duly sworn, did depose and say that he is ______________ of OPINION
RESEARCH CORPORATION, the corporation described in and which executed the
foregoing instrument; that the said instrument was signed on behalf of said
corporation by order of its Board of Directors; and that he acknowledged said
instrument to be the free act and deed of said corporation.
________________________
Notary Public
{Seal}
My commission expires:
_____________________
3
<PAGE>
Schedule 1
to Patent
Security Agreement
------------------
PATENTS
-------
U.S. Patent No. Date Issued Related Foreign Patents
--------------- ----------- -----------------------
PATENT APPLICATIONS
-------------------
PATENT LICENSES
---------------
Name of Agreement Parties Date of Agreement
----------------- ------- -----------------
<PAGE>
EXHIBIT C
TRADEMARK SECURITY AGREEMENT
----------------------------
WHEREAS, OPINION RESEARCH CORPORATION, a Delaware corporation ("Grantor"),
owns the Trademarks, Trademark registrations, and Trademark applications listed
on Schedule 1 annexed hereto, and is a party to the Trademark Licenses listed on
Schedule 1 annexed hereto; and
WHEREAS, Grantor has entered into a Credit Agreement dated as of May __,
1999 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") with Heller Financial, Inc., as agent
("Agent") for the benefit of all financial institutions that from time to time
become lenders under the Credit Agreement ("Lenders"), and the Lenders parties
thereto, providing for extensions of credit and other financial accommodations
to be made to Grantor by Agent and the Lenders; and
WHEREAS, pursuant to the terms of a Security Agreement dated as of May __,
1999 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Security Agreement"), between Grantor and Agent (in such
capacity, "Grantee"), Grantor has granted to Grantee, for the benefit of Agent
and the Lenders a security interest in substantially all the assets of Grantor
including all right, title and interest of Grantor in, to and under all now
owned and hereafter acquired Trademarks (as defined in the Security Agreement),
Trademark registrations, Trademark applications and Trademark Licenses (as
defined in the Security Agreement), together with the goodwill of the business
symbolized by Grantor's Trademarks, and all proceeds thereof, to secure the
payment of all amounts owing by Grantor under the Credit Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee, for the benefit of Grantee and the Lenders a continuing security
interest in all of Grantor's right, title and interest in, to and under the
following (all of the following items or types of property being herein
collectively referred to as the "Trademark Collateral"), whether presently
existing or hereafter created or acquired:
(1) each Trademark, Trademark registration and Trademark application,
including, without limitation, the Trademarks, Trademark registrations
(together with any reissues, continuations or extensions thereof) and
Trademark applications referred to in Schedule 1 annexed hereto, and all of
the goodwill of the business connected with the use of, and symbolized by,
each Trademark, Trademark registration and Trademark application;
(2) each Trademark License and all of the goodwill of the business
connected with the use of, and symbolized by, each Trademark License; and
(3) all products and proceeds of the foregoing, including, without
limitation, any claim by Grantor against third parties for past, present or
future (a) infringement or dilution of any
<PAGE>
Trademark or Trademark registration including, without limitation, the
Trademarks and Trademark registrations referred to in Schedule 1 annexed
hereto, the Trademark registrations issued with respect to the Trademark
applications referred in Schedule 1 and the Trademarks licensed under any
Trademark License, or (b) injury to the goodwill associated with any
Trademark, Trademark registration or Trademark licensed under any Trademark
License.
This security interest is granted in conjunction with the security interests
granted to Grantee pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security interest in the Trademark Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.
IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to
be duly executed by its duly authorized officer thereunto as of the ____ day of
___________, 199_.
Acknowledged:
HELLER FINANCIAL, INC., OPINION RESEARCH CORPORATION
as Agent
By:_________________________ By:________________________________
Title:________ Vice President Title:____________________
2
<PAGE>
ACKNOWLEDGMENT
STATE OF ______________ )
) ss.
COUNTY OF _____________ )
On the ____ day of ____________, 199_ before me personally appeared
______________, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as _____________ of OPINION RESEARCH CORPORATION, who being
by me duly sworn, did depose and say that he is ______________ of OPINION
RESEARCH CORPORATION, the corporation described in and which executed the
foregoing instrument; that the said instrument was signed on behalf of said
corporation by order of its Board of Directors; and that he acknowledged said
instrument to be the free act and deed of said corporation.
________________________
Notary Public
{Seal}
My commission expires:
_____________________
3
<PAGE>
Schedule 1
to Trademark
Security Agreement
------------------
TRADEMARK REGISTRATIONS
-----------------------
MARK REG. NO. DATE
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TRADEMARK APPLICATIONS
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TRADEMARK LICENSES
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Name of Agreement Parties Date of Agreement
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EXHIBIT D
[FORM OF LOCKBOX LETTER]
______________________, 19___
[Name and Address of
Lockbox Bank]
RE: Opinion Research Corporation
Gentlemen:
We hereby notify you that effective ____________________, 19___, we have
transferred to Heller Financial, Inc., a Delaware corporation, as Agent for the
benefit of our Lenders ("Agent"), exclusive ownership and control of our lock-
box account No. ____________________ (the "Lockbox Account") maintained with you
under the terms of the Lockbox Agreement attached hereto as Exhibit A.
We hereby irrevocably instruct you to make all payments to be made by you
out of or in connection with the Lockbox Account as you may be instructed by
Agent.
We also hereby notify you that Agent shall be irrevocably entitled to
exercise any and all rights and to receive from you all information requested by
Agent in respect of or in connection with the Lockbox Account, including,
without limitation, the right to specify when payments are to be made out of or
in connection with the Lockbox Account.
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All funds deposited into the Lockbox Account will not be subject to any
deduction, set-off, banker's lien or any other right in favor of any person
other than Agent, except that you may set-off against the Lockbox Account the
face amount of any check deposited in and credited to such Lockbox Account which
is subsequently returned for any reason. Your compensation for providing the
services contemplated herein shall be as mutually agreed between you and us from
time to time and we will continue to pay such compensation.
Please confirm your acknowledgment of and agreement to the foregoing
instructions by signing in the space provided below.
Sincerely yours, Acknowledged and Agreed:
OPINION RESEARCH CORPORATION [BANK]
By:_________________________ By:_________________________
Title:______________________ Title:______________________