Attached files
SURRENDER OF COLLATERAL, STRICT FORECLOSURE, AND
RELEASE AGREEMENT
This Surrender of Collateral, Strict Foreclosure, and Release Agreement
(the "Agreement") is entered into on January 3, 2011 by and among AMINCOR, INC.,
a Nevada corporation, ENVIRONMENTAL TESTING LABORATORIES, INC.( F/K/A ETL
ACQUISITION Corp.), a Delaware corporation ("Borrower"), and PARADISE MUSIC &
ENTERTAINMENT, INC. and KELLY T. HICKEL (collectively, the "Guarantors").
RECITALS
WHEREAS, on January 3, 2011, pursuant to a certain assignment and
assumption agreement, Amincor, Inc. (hereinafter referred to as the "Lender")
assumed all of the right, title and interest in and to the Loan Agreements (as
defined below) and Collateral (as defined below);
WHEREAS, Lender and Borrower entered into a Second Amended and Restated
Discount Factoring Agreement, dated as of December 14, 2006 (as amended to date,
the "Factoring Agreement");
WHEREAS, Borrower executed that certain Second Amended and Restated
Promissory Note in favor of Lender, dated December 14, 2006 (as amended to date,
the "Note", and together with the Factoring Agreement, and any documents,
instruments and agreements, executed and/or delivered in connection therewith,
as amended, modified, supplemented, extended, renewed, restated or replaced,
collectively, the "Loan Agreements") (Terms not specifically defined herein are
defined in the Loan Agreements);
WHEREAS, pursuant to the Loan Agreements, Lender has advanced Borrower
moneys which remain unpaid as of the date hereof;
WHEREAS, as security for the performance of Borrower's obligations under
the Loan Agreements, Borrower has granted to Lender a security interest in all
of Borrower's present and future Accounts, Chattel Paper, Goods (including
Inventory, and Equipment), Instruments, Investment Property, Documents and
General Intangibles, Letter of Credit Rights, Commercial Tort Claims, Deposit
Accounts and proceeds thereof (the "Collateral"), all as defined and more fully
described in the Loan Agreements;
WHEREAS, the Guarantors personally guaranteed the obligations of Borrower
under the Loan Agreements pursuant to that Second Amended and Restated
Guarantee, dated May 25, 2006, made by Guarantors in favor of Lender (the
"Guarantee(s)");
WHEREAS, Borrower failed to repay the Indebtedness (as defined below) on
December 1, 2010, which constitutes a material breach of the terms and
conditions of the Loan Agreements. Due to Borrower's default, Lender may
exercise all of its rights and remedies including taking possession of and
liquidating the Collateral. Lender contends that additional defaults have
occurred;
WHEREAS, due to the defaults, Lender has demanded from Borrower payment of
all moneys due Lender and possession of the Collateral; and
WHEREAS, due to Lender's determination to exercise its rights with respect
to the Collateral and its demand for possession of the Collateral, Borrower has
agreed to turn over the Collateral so that Lender may retain the Collateral in
full satisfaction of the Indebtedness as provided for in Sections 9-620 through
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9-622 of the New York Uniform Commercial Code. Borrower has renounced, after
default, its rights to (i) receive written notice of Lender's proposed retention
of the Collateral, and (ii) object to such proposed retention.
NOW, THEREFORE, based upon the agreed upon facts set forth above, which are
incorporated herein, and the mutual promises contained herein, Lender and
Borrower agree as follows:
AGREEMENT
1. ACKNOWLEDGMENTS OF BORROWER AND GUARANTORS.
1.1 Borrower and Guarantors acknowledge that Borrower is in default under
the Loan Agreements and, as of December 31, 2010, the outstanding principal
balance due from the Borrower to the Lender under the Loan Agreements, together
with accrued and unpaid interest, is approximately $763,239.23 (the "Loans"
and/or the "Indebtedness"). Interest continues to accrue on the outstanding
balances. In addition, Lender is entitled to add to the Indebtedness all of
Lender's costs, fees and expenses including reasonable attorneys' fees.
1.2 Borrower acknowledges that (i) Lender has been granted a security
interest in all of the Collateral, and (ii) Lender is entitled to immediately
proceed to foreclose upon the Collateral or to exercise each of Lender's other
rights and remedies set forth in the Loan Agreements and as provided by the New
York Uniform Commercial Code.
1.3 Effective upon the satisfaction of the conditions set forth in Section
1.4, Borrower irrevocably consents to Lender retaining the Collateral in full
satisfaction of the Indebtedness pursuant to New York Uniform Commercial Code
Sections 9-620 through 9-622 (the "Section 9-620 Transaction"). Notwithstanding
the foregoing, the acquisition of the Collateral shall not include any
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liabilities associated with the Collateral, unless Lender expressly assumes such
liabilities.
1.4 The effectiveness of the Section 9-620 Transaction shall be subject to
the full and timely satisfaction of all of the following conditions precedent,
as determined by Lender in its sole discretion, any of which may be waived by
Lender: (a) Lender shall have received, on the date hereof, a counter-signed
copy of this Agreement by Borrower and Guarantors whereby the Borrower and
Guarantors accept this proposal to enter into the Section 9-620 Transaction; (b)
the expiration of twenty (20) days following the date hereof (the "Objection
Period") during which Lender shall not have received an objection to the Section
9-620 Transaction from any person entitled to make such objection pursuant to
Section 9-620 of New York Uniform Commercial Code; (c) no bankruptcy, insolvency
or similar proceeding shall have been filed by or against any Borrower prior to
the expiration of the Objection Period; (d) no injunction, writ, restraining
order, or other order of any nature restricting or prohibiting, directly or
indirectly, the consummation of the Section 9-620 Transaction shall have been
issued by any court or other governmental authority prior to the expiration of
the Objection Period; and (e) Guarantors shall not have challenged or questioned
the validity or the enforceability of the Guarantee(s) prior to the
effectiveness of the Section 9-620 Transaction. Immediately following the
expiration of the Objection Period, provided that all of the foregoing
conditions precedent shall have been fully and timely satisfied or waived, as
determined by Lender in its sole discretion, the Section 9-620 Transaction shall
be deemed to be fully consummated and effective. If any of the foregoing
conditions precedent are not fully or timely satisfied or waived, as determined
by Lender in its sole discretion, then the Section 9-620 Transaction shall not
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be deemed to have been consummated or effective, and this Agreement shall be
deemed to have been automatically revoked, cancelled and terminated without any
further action by any party.
1.5 Borrower and Guarantors acknowledge that they have no claims, offsets,
demands, damages, suits, assertions, cross-complaints, causes of action or debts
of any kind or nature whatsoever, whether known or unknown, and whenever or
howsoever arising (collectively referred to herein as "Claims"), that can be
asserted to reduce or eliminate Borrower's liability to repay the Indebtedness,
Guarantors' obligation to perform the Guarantee(s) or Borrower's or Guarantors'
right to seek any affirmative relief or damages of any kind or nature from
Lender, its officers, representatives, employees, counsel, assigns or
successors. To the extent any such Claims exist, they are fully, forever, and
irrevocably waived and released by Borrower and Guarantors as more fully
provided for in Section 2 hereof.
1.6 Borrower shall immediately assemble and make available to Lender for
its immediate possession the Collateral and all items relating thereto
including, but not limited to, computer disks, records as to the location(s) of
the Collateral, contracts, books and records and other information that may be
of assistance to Lender in its management and liquidation of the Collateral.
1.7 The location and description of the Collateral is more fully described
on Exhibit 1.7 attached hereto.
1.8 By their execution and delivery hereof, Borrower and Guarantors
represent and warrant to Lender that there are no secured parties or lienholders
that are entitled to receive a copy of this Agreement pursuant to Section
9-621(a)(2) or (3) of the New York Uniform Commercial Code.
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2. RELEASE OF CLAIMS.
2.1 Borrower and Guarantors' Release. Borrower and the Guarantors, and each
of them, on behalf of each of their respective successors, assigns, heirs and
estates, hereby forever and irrevocably release Lender and Lender's affiliates,
shareholders, members, directors, officers, managers, representatives, agents,
attorneys, employees, predecessors, successors and assigns, from any and all
Claims, whether such Claims are known or unknown, contingent or absolute,
existing as of the date of this Agreement. The Claims released include, without
limitation, all Claims:
2.1.1 that Lender breached its obligations under the Loan Agreements;
2.1.2 that Lender failed to fund any loan or honor any commitment to
provide financial accommodations; and
2.1.3 of tort or wrongful conduct, including, but not limited to, any
Claims by Borrower or Guarantors for trade libel and/or any claim of fraudulent
representation or concealment, or claim of misappropriation, against Lender or
their affiliates, shareholders, members, directors, officers, managers,
representatives, agents, attorneys, employees, predecessors, successors and
assigns.
2.2 Lender's Release. Subject to the consummation of the Section 9-620
Transaction, Lender, on behalf of each of itself and its respective successors,
assigns, heirs and estates, hereby forever and irrevocably releases Borrower,
Guarantors and Borrower's and Guarantors' affiliates, shareholders, members,
directors, officers, managers, representatives, agents, attorneys, employees,
predecessors, family members, successors and assigns, from any and all Claims
arising out of or relating to the Loan Agreements and the Guarantee(s), whether
such Claims are known or unknown, contingent or absolute, existing as of the
date of this Agreement. The Claims released include, without limitation, all
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Claims that Lender may have against the Guarantors under the Guarantee(s),
including any deficiency Claim that the value of the Collateral is less than the
aggregate amount of the Indebtedness. Upon the occurrence of a Bankruptcy
Default (as defined below) by Borrower within ninety (90) days following the
date of this Agreement, the Lender's Release under this Section 2.2, shall
immediately become null and void and of no effect nunc pro tunc; the Borrower
and Guarantors' Release under Section 2.1 of this Agreement shall remain
effective and binding. A "Bankruptcy Default" under this Agreement shall occur
if, after execution of this Agreement, an event of a Bankruptcy (as defined
below) occurs and any claim or action is filed seeking the return of all or any
portion of the Collateral, or the cancellation of any release in favor of
Lender, or the nullification of the Lender's Release under this Section 2.2. A
"Bankruptcy" shall have occurred in the event that Borrower (a) makes a general
assignment for the benefit of creditors or (b) files a petition for relief under
any section of the Federal Bankruptcy Code or any other bankruptcy or debtor
relief law, domestic or foreign, as now or hereafter in effect, or seeking the
appointment of a trustee, receiver, custodian, liquidator or similar official
for Borrower or any of any of Borrower's property, or any such action or request
for relief is filed against Borrower which is not dismissed within thirty (30)
days provided that, neither Lender nor any entity which may attempt to claim
through it may be a petitioner in any such involuntary action so as to cause a
"Bankruptcy Default" to occur.
2.3 No Prior Transfer of Claims. Borrower and the Guarantors hereby warrant
and represent to Lender that, as to any released Claim, each of them is the sole
and absolute owner thereof, free and clear of all of the rights and interest of
any other person therein and has the right, ability and sole power to release
such released Claim.
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2.4 Binding Nature. Lender and Borrower acknowledge that their respective
counsel have explained to them the facts that: (a) the foregoing release is
binding upon each of them; (b) Borrower and the Guarantors have no Claims
remaining against Lender; (c) this Agreement is binding and enforceable and not
subject to any claim of voidability by reason of economic duress, coercion or
similar legal or equitable theory; and (d) Lender and Borrower are entering into
this Agreement with full knowledge of its consequences and to induce the other
parties to enter into this Agreement.
3. BANKRUPTCY MATTERS
3.1 FACTUAL BACKGROUND. BORROWER ACKNOWLEDGES THAT:
3.1.1 IF BORROWER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND FILE, OR HAVE FILED AGAINST IT, A CASE UNDER THE BANKRUPTCY CODE,
SUCH A FILING COULD DELAY ANY DISPOSITION OF THE COLLATERAL. IN THAT EVENT,
LENDER HAS GOOD CAUSE FOR OBTAINING RELIEF FROM THE AUTOMATIC STAY IMPOSED BY
SECTION 362 OF TITLE 11 OF THE BANKRUPTCY CODE OR ANY SIMILAR PROVISION OF LAW
INCLUDING, ANY RIGHT TO SEEK RELIEF UNDER SECTION 105 OF THE BANKRUPTCY CODE;
3.1.2 THE COLLATERAL IS NOT NECESSARY TO AN EFFECTIVE REORGANIZATION
OF BORROWER BECAUSE AN EFFECTIVE REORGANIZATION IS NOT POSSIBLE; AND
3.1.3 BORROWER CANNOT PROVIDE "ADEQUATE PROTECTION" (AS DEFINED IN
SECTION 362(D)(1) OF THE BANKRUPTCY CODE) OF LENDER'S SECURITY INTEREST IN THE
COLLATERAL.
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3.2 BORROWER MAKES THE FOREGOING ACKNOWLEDGMENTS WITH THE UNDERSTANDING AND
DESIRE THAT THEY BE TREATED AS ADMISSIONS IN CONNECTION WITH ANY PROCEEDING FOR
RELIEF FROM THE AUTOMATIC STAY OR ANY SIMILAR PROVISION OF LAW SEEKING LEAVE TO
FORECLOSE OR EXERCISE ANY REMEDY AGAINST THE COLLATERAL IN ANY SUBSEQUENT
BANKRUPTCY PROCEEDING THAT INVOLVES BORROWER.
3.3 RELIEF FROM AUTOMATIC STAY. BASED ON THE FOREGOING FACTUAL BACKGROUND,
BORROWER AGREES THAT, IN THE EVENT THAT IT SHALL (a) FILE OR SEEK IN ANY FUTURE
CHAPTER 11 CASE (OR ANY OTHER CASE FILED UNDER THE BANKRUPTCY CODE BY OR AGAINST
BORROWER) ANY RELIEF TO MODIFY OR LIMIT LENDER'S RIGHTS HEREUNDER IN ANY
BANKRUPTCY COURT OF COMPETENT JURISDICTION, (b) HAVE SOUGHT OR CONSENTED TO OR
ACQUIESCED IN THE APPOINTMENT OF ANY TRUSTEE, RECEIVER, CONSERVATOR OR
LIQUIDATOR OR, (c) BE THE SUBJECT OF ANY ORDER, JUDGMENT OR DECREE ENTERED BY
ANY COURT OF COMPETENT JURISDICTION APPROVING A PETITION FILED BY OR AGAINST
SUCH PARTY FOR ANY REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT,
LIQUIDATION, DISSOLUTION OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL
OR STATE LAW RELATING TO BANKRUPTCY, INSOLVENCY OR RELIEF FOR BORROWER, THEN
LENDER SHALL THEREUPON BE ENTITLED TO RELIEF FROM:
3.3.1 ANY AUTOMATIC STAY IMPOSED BY SECTION 362 OF TITLE 11 OF THE
BANKRUPTCY CODE, AS AMENDED, ON OR AGAINST THE RIGHTS AND REMEDIES OTHERWISE
AVAILABLE TO LENDER AS PROVIDED IN THIS AGREEMENT OR IN THE LOAN AGREEMENTS, OR
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3.3.2 ANY OTHER SIMILAR. PROVISION OF LAW WHICH RESULTS IN DELAYING OR
PROHIBITING LENDER'S RIGHT TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS
AGREEMENT AND THE LOAN AGREEMENTS. BORROWER HEREBY FURTHER AGREES:
(a) TO TAKE AND/OR CONSENT TO ANY AND ALL ACTION NECESSARY TO EFFECTUATE
SUCH RELIEF FROM THE AUTOMATIC STAY OR OTHER PROVISION OF LAW, AND
(b) THAT IT WAIVES ITS RIGHTS TO SEEK SECTION 145 INJUNCTIONS, ANY OTHER
RIGHTS, OR THE FILING OF A SUBSEQUENT PROCEEDING BY EITHER DEBT OR
WITH RESPECT TO ANY ACTS BY LENDER TO ENFORCE RIGHTS IN THE
COLLATERAL.
3.4 PROVIDED BORROWER IS VIGOROUSLY OPPOSING THE RELIEF SOUGHT, THE
FOREGOING CONSENT AND WAIVER SHALL NOT APPLY TO AN INVOLUNTARY PETITION FILED
AGAINST BORROWER UNTIL AND UNLESS A FINAL ORDER FOR RELIEF IS ENTERED; PROVIDED,
HOWEVER, THAT NOTHING SET FORTH HEREIN SHALL PREVENT LENDER FROM SEEKING RELIEF
FROM THE AUTOMATIC STAY OR ANY OTHER RELIEF IT DESIRES.
4. ATTORNEYS' FEES AND EXPENSES.
Whether or not litigation is necessary to enforce any of the provisions of
this Agreement (including, without limitation, the securing of any relief from
any provision of Bankruptcy Code or incurred in any manner in connection with a
bankruptcy proceeding of Borrower), the prevailing party shall recover from the
non-prevailing party(ies) all reasonable costs, expenses and attorneys' fees
incurred in connection with pursuing any rights under the Loan Agreements,
including, without limitation, attorneys' fees incurred in connection with (a)
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relief from stay and similar proceedings, (b) any appeals, (c) the enforcement
of any judgment, and (d) the appointment of any receiver in connection with
Lender's pursuit of its rights and remedies, which appointment Borrower hereby
consents to.
5. ADDITIONAL ASSURANCES.
The parties agree that they will execute such other documents and
instruments and perform such other acts as may reasonably be required by Lender
to carry out and effectuate the purpose and intent of this Agreement.
6. INTEGRATION.
This Agreement and all documents and exhibits referred to herein and/or
attached hereto, shall constitute the complete agreement of the parties hereto
with respect to the subject matters referred to herein and supersede all prior
or contemporaneous negotiations, promises, covenants, agreements or
representations of every kind or nature whatsoever with respect thereto, all of
which have become merged and finally integrated into this Agreement. Each of the
parties understands that in the event of any subsequent litigation, controversy
or dispute concerning any terms, conditions or provisions of this Agreement,
neither party shall be permitted to offer or introduce any oral evidence
concerning any other oral promises or oral promises or oral agreements between
the parties relating to the subject matters of this Agreement not included or
referred to herein and not reflected by a writing. This Agreement cannot be
amended, modified, or supplemented except by a written document signed by all
parties hereto.
7. MISCELLANEOUS PROVISIONS.
7.1 Rules of Construction. The Article and Section headings in this
Agreement are inserted only as a matter of convenience, and in no way define,
limit, extend or interpret the scope of this Agreement or of any particular
Article or Section.
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7.2 Severability. The validity, legality or enforceability of this
Agreement will not be affected even if one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable in any respect.
7.3 Agreement Negotiated. The parties hereto are sophisticated and have
been represented by lawyers throughout this transaction who have carefully
negotiated the provisions hereof. As a consequence, the parties agree that the
presumptions of New York law relating to the interpretation of contracts against
the drafter of any particular clause should not be applied in this case and
therefore waive its effects.
7.4 Notices. All notices, requests and demands required to be given
hereunder, shall be in writing and shall be deemed to have been duly given upon
the date of such service if served personally upon the party for whom intended,
or if mailed, by first class, registered or certified mail, return receipt
requested, postage prepaid, upon three (3) days after the date of such mailing,
to such party at its address as shown below or otherwise hereafter designated by
such party in writing:
If to Lender: Amincor, Inc.
1350 Avenue of the Americas
24th Floor
New York, NY 10019
Attention: Joseph F. Ingrassia
If to Borrower or the Guarantors: ETL Acquisition Corp. d/b/a Environmental
Testing Laboratories, Inc.
208 Route 109
Farmingdale, NY 11735
Copy to: Paradise Music & Entertainment, Inc.
122 E. 42nd Street, Suite 2900
New York, NY 10168
Attention: Kelly T. Hickel
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Kelly T. Hickel
1002 Creek Court
Longmont, CO 80503
7.5 Time of Essence. Time is of the essence in the performance of this
Agreement.
7.6 No Assignment; Binding Effect. This Agreement may be assigned by Lender
in whole or in part in its sole and absolute discretion. This Agreement is
personal to Borrower and shall not be assigned to any other person or entity and
any such assignment shall be in violation hereof and null and void.
Notwithstanding the above, this Agreement shall be binding upon and shall inure
to the benefit of the respective parties hereto and their respective heirs,
estates and successors, and the assigns of Lender.
7.7 Recitals Incorporated. The Recitals are incorporated into and are a
part of this Agreement.
7.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflict of laws.
7.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original. This Agreement, to the
extent signed and delivered by means of a facsimile machine or other electronic
transmission, shall be treated in all manner and respects and for all purposes
as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered
in person.
7.10 No Joint Venture. The parties hereto are Lender, Borrower and
Guarantors, no fiduciary duty or relationship exists between them and the
parties are not engaging in a joint venture.
7.11 Due Authorization; Execution. Borrower and Guarantors represent,
warrant and acknowledge that the execution, delivery and performance of this
Agreement has been duly authorized by Borrower, and that this Agreement, when
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executed and delivered, constitutes the valid, binding and legally enforceable
obligation of Borrower and the Guarantors in accordance with the terms hereof.
7.12 Confidentiality. The terms of this Agreement have been negotiated and
received in confidence and, except as otherwise set forth herein, neither
Lender, Borrower nor Guarantors, nor their representatives, employees or those
acting on their behalf, will disclose any of the terms of this Agreement, or
authorize anyone else to disclose such terms, without the express written
consent of the other parties, except that the parties may disclose the terms of
this Agreement to their attorneys, accountants, auditors and financial advisors,
and as required by law.
7.13 Survival. The covenants, agreements, representation and warranties set
forth herein shall survive the execution and delivery of this Agreement and the
consummation of the Section 9-620 Transaction.
7.14 VENUE: JURISDICTION: JURY TRIAL WAIVER. LENDER, BORROWER AND
GUARANTORS HEREBY:
7.14.1 CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED THE STATE OF NEW YORK;
7.14.2 AGREE THAT THE EXCLUSIVE VENUE OF ANY PROCEEDING RESPECTING
THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT,
AND OF ANY DISPUTE BETWEEN LENDER, ON THE ONE HAND, AND BORROWER AND GUARANTORS,
ON THE OTHER, SHALL BE A COURT OF COMPETENT JURISDICTION LOCATED IN THE COUNTY
OF NEW YORK IN THE STATE OF NEW YORK; AND
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7.14.3 IRREVOCABLY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY ACTION OR
PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THE LOAN DOCUMENTS
OR THE INDEBTEDNESS. THE FOREGOING WAIVER OF TRIAL BY JURY IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY BORROWER, GUARANTORS AND LENDER AND EACH
OF THEM ACKNOWLEDGES THAT LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS
MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN
ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. LENDER, BORROWER AND GUARANTORS FURTHER
ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE NEGOTIATION AND EXECUTION OF
THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL. LENDER, BORROWER AND GUARANTORS FURTHER
ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF
THIS PROVISION.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
AMINCOR, INC.
By: /s/ Joseph F. Ingrassia
------------------------------------
Name: Joseph F. Ingrassia
Title:
ENVIRONMENTAL TESTING LABORATORIES, INC.
(F/K/A ETL ACQUISITION CORP.)
By: /s/ Kelly T. Hickel
------------------------------------
Name: Kelly T. Hickel
Title:
PARADISE MUSIC & ENTERTAINMENT, INC.
By: /s/ Kelly T. Hickel
------------------------------------
Name: Kelly T. Hickel
Title:
/s/ Kelly T. Hickel
----------------------------------------
Kelly T. Hickel, individually as
Guarantor
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EXHIBIT 1.7
All of Borrower's present and future Accounts, Chattel Paper, Goods (including
Inventory, and Equipment), Instruments, Investment Property, Documents and
General Intangibles, Letter of Credit Rights, Commercial Tort Claims, Deposit
Accounts and proceeds thereof, including, but not limited to, all of the assets
located at 208 Route 109, Farmingdale, NY 11735.
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