Exhibit 10.63


 


AMENDMENT NO.
2 TO


SECURITY AGREEMENT


 


THIS AMENDMENT
NO. 2 TO SECURITY AGREEMENT (this “Amendment”) dated as of June 27, 2008
among AVERION INTERNATIONAL CORP., a Delaware
corporation (the “Company”), HESPERION US, INC., a Maryland corporation (“Hesperion US”, and together with the Company and each other person or
entity who becomes a party to this hereto by execution of a joinder in the form
attached as Exhibit A, each
individually a “Debtor” and, collectively, the “Debtors”) and Cumulus Investors, LLC, in its capacity
as Collateral Agent (as set forth in Section 5.12 hereof, together with
its successors and assigns in such capacity, the “Secured
Party”) for the benefit of itself and each of the Buyers (as
hereinafter defined).


 


W I T N E S S E T H:


 


WHEREAS, Cumulus
Investors, LLC (“Cumulus”), ComVest Investment
Partners II LLC (“ComVest”), Dr. Philip
T. Lavin (“Lavin”), Dr. Gene Resnick,
MicroCapital Fund LP and MicroCapital Fund, Ltd. (together with Cumulus and
ComVest, and their respective successors and assigns, individually and
collectively, the “Prior Buyers”)
have purchased certain Senior Secured Notes of the Company in the aggregate
original principal amount of $26,000,000 (such notes, together with any
promissory notes or other securities issued in exchange or substitution
therefor or in replacement thereof, and as any of the same may be amended,
restated, modified or supplemented and in effect from time to time, being
herein referred to individually and collectively as the “Prior Notes”);


 


WHEREAS, the Prior
Notes were acquired by the Prior Buyers and the Prior Buyers made certain
financial accommodations to the Company pursuant to a Securities Purchase
Agreement dated as of October 31, 2007, as amended, among the Company and
the Prior Buyers (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Prior Purchase Agreement”)
and in connection therewith a Security Agreement, dated as of October 31,
2007, as amended (the “Security Agreement”);


 


WHEREAS,
IT&E International and Averion Inc. were the prior debtors under the
Security Agreement and in each case have since been dissolved and as such
Hesperion US will now replace such companies as a debtor under the Security
Agreement;


 


WHEREAS, on
the date hereof, Cumulus and ComVest (collectively, the “New Buyers”
and collectively with the Prior Buyers, the “Buyers”)
have purchased certain Senior Secured Notes of the Company in the aggregate
original principal amount of $2,000,000 (such notes, together with any
promissory notes or other securities issued in exchange or substitution
therefor or in replacement thereof, and as any of the same may be amended,
restated, modified or supplemented and in effect from time to time, being
herein referred to individually and collectively as the “New Notes,”
and collectively with the Prior Notes, the “Notes”);


 


WHEREAS, the
New Notes are being acquired by the New Buyers and the New Buyers have made
certain financial accommodations to the Company pursuant to a Securities
Purchase Agreement of even date herewith among the Company and the New Buyers
(as the same my be 


 

















 


amended, supplemented or otherwise modified from time to time, the “New Purchase Agreement” and collectively with the Prior
Purchase Agreement, the “Purchase Agreements”);


 


WHEREAS, the
parties desire to amend the Security Agreement to reflect and include the New
Notes issued pursuant to the New Purchase Agreement as well as the Prior Notes
issued pursuant to the Prior Purchase Agreement;


 


WHEREAS, this
Amendment No. 2 to Security Agreement does not satisfy or act as a
novation of the obligations of any Debtor to Secured Party for the benefit of
the Buyers;


 


WHEREAS, each
Debtor (other than the Company) from time to time party hereto is a direct or
indirect subsidiary of the Company and, as such, has derived or will derive
substantial benefit and advantage from the financial accommodations to the
Company set forth in the Purchase Agreements and the Notes, and it has been or will
be to each such Debtor’s direct interest and economic benefit to assist the
Company in procuring said financial accommodations from Buyers; and


 


WHEREAS, to
induce the Buyers to enter into the Purchase Agreements and purchase the Notes,
(i) each Debtor (other than the Company) has agreed to guaranty the
Liabilities (as hereinafter defined) of the Company pursuant to the terms of a
guaranty (such guaranty(ies), as they may be amended, restated, modified or
supplemented and in effect from time to time, individually and collectively, the
“Guaranty”) by each such Debtor in favor
of Secured Party (on its behalf and on behalf of the Buyers) and (ii) each
Debtor has agreed to pledge and grant a security interest in all of its right,
title and interest in and to the Collateral (as hereinafter defined) to Secured
Party, for the benefit of itself and the Buyers, as security for the
Liabilities.


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             Preamble and
Recitals. The Preamble and Recitals of the Security Agreement are hereby
amended by deleting them in their entirety and replacing them with the Preamble
and Recitals of this Amendment as set forth above.


 


2.             Definitions.


 


(a)           The
following defined terms used in the Security Agreement (including, as
applicable, the Preamble and Recitals thereto), are hereby amended by deleting
the definitions of such defined term in their entirety and replacing them with
the following definitions:


 


“Buyers” shall
have the meaning ascribed thereto in the Recitals hereto.


 


“Debtor” shall
have the meaning ascribed thereto in the Preamble hereto.


 


“Notes” shall
have the meaning ascribed thereto in the Recitals hereto.


 


(b)           The
following defined terms are hereby added to the Security Agreement:


 


2

















 


“Hesperion US”
shall have the meaning ascribed thereto in the Preamble hereto.


 


“New Buyers”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“New Notes”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“New Purchase Agreement”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“Prior Buyers”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“Prior Notes”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“Prior Purchase Agreement”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“Purchase Agreements”
shall have the meaning ascribed thereto in the Recitals hereto.


 


“Security Agreement”
shall have the meaning ascribed thereto in the Recitals hereto.


 


(c)           The
Security Agreement shall be amended such that in all places where the term “Purchase
Agreement” is used, the term “Purchase Agreements” shall replace it in its
entirety.


 


(d)           The
defined term “Registration Rights Agreement” shall be deleted in its entirety
in all places in the Security Agreement where the term is used.


 


3.             Schedules.


 


(a)           Schedule
I to Security Agreement is hereby amended by deleting it in its entirety
and replacing it with Schedule I as attached hereto.


 


(b)           Schedule
II to Security Agreement is hereby amended by deleting it in its entirety
and replacing it with Schedule II as attached hereto.


 


(c)           Schedule
VIII to Security Agreement is hereby amended by deleting it in its entirety
and replacing it with Schedule VIII as attached hereto.


 


4.             Effect of this
Amendment.  Except as expressly set
forth herein, no other amendments, changes or modifications to the Agreement
are intended or implied and in all other respects the Security Agreement is
hereby specifically ratified and confirmed by all parties.  All references to the Security Agreement in
any other document, instrument, agreement or writing shall be deemed to refer
to the Security Agreement as amended hereby.


 


3

















 


5.             Miscellaneous.


 


(a)           This
Amendment shall be binding upon and inure to the benefit of the Debtors and the
Secured Party and their respective successors and assigns.


 


(b)           This
Amendment and the rights and obligations of the parties hereunder shall be
construed in accordance with and governed by the laws of the State of New York,
without regard to conflict of laws principles.


 


(c)           This
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original and together shall constitute one document.  The headings listed herein are for
convenience only.  This Amendment may be
executed and transmitted via facsimile or electronic transmission in PDF form
with the same validity as if it were an ink-signed document.


 


- Remainder of Page Intentionally
Left Blank; Signature Page Follows -


 


4

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 2 to Security
Agreement to be duly executed and delivered as of the day and year first above
written.


 


	
   

  	
  DEBTORS:

  
	
   

  	
   

  
	
   

  	
  AVERION INTERNATIONAL CORP.,
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence
  R. Hoffman

  
	
   

  	
  Name:

  	
  Lawrence R.
  Hoffman

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  
	
   

  	
  FEIN:

  	
  36-4599174

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HESPERION US, INC.,
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence
  R. Hoffman

  
	
   

  	
  Name:

  	
  Lawrence R.
  Hoffman

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
  FEIN:

  	
  02-0744654

  



 


 


[Company Signature Page to Security Agreement]


 

















 


	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cumulus Investors, LLC, in its capacity as
  Collateral Agent for the Buyers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nader J.
  Kazeminy

  
	
   

  	
  Name:

  	
  Nader J.
  Kazeminy

  
	
   

  	
  Title:

  	
  Chairman and
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  8500 Normandale Lake Boulevard

  
	
   

  	
  Suite 650

  
	
   

  	
  Bloomington, MN 55437

  



 


 


[Secured Party Signature Page to Security Agreement]


 

















 


SCHEDULE I

TO 

SECURITY AGREEMENT


 


UCC Financing
Statements; Location of Equipment, Inventory, Goods and Books and Records;
Goods in Possession of Consignees, Bailees, Warehousemen, Agents and
Processors; Debtors’ Legal Names; State of Incorporation; Organizational
Identification Number; Chief Executive Office.


 


 


	
  I.

  	
  DEBTOR:  Averion International
  Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
  Legal Name of Debtor:

  	
   

  	
  Averion International Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
  State of Incorporation:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
  Organizational Identification Number:

  	
   

  	
  36-4599174

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
  Chief Executive Office:

  	
   

  	
  225 Turnpike Road, Southborough, MA 01772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
  Location of Books and Records:

  	
   

  	
  225 Turnpike Road, Southborough, MA 01772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
  Locations of Equipment, Inventory and Goods:

  	
   

  	
  225 Turnpike Road, Southborough, MA 01772 and 800 Westchester Avenue,
  Suite N341, Rye Brook, NY 10573

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
  Locations of Goods in Possession of Consignees, Bailees,
  Warehousemen, Agents and Processors (including names of such consignees,
  bailees, etc.):

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
  Jurisdictions For UCC Filings:

  	
   

  	
  Delaware, Secretary of State

  



 


I-1

















 


	
  II.

  	
  DEBTOR:  Hesperion US, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
  Legal Name of Debtor:

  	
   

  	
  Hesperion US, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
  State of Incorporation:

  	
   

  	
  Maryland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
  Organizational Identification Number:

  	
   

  	
  D10668150

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
  Chief Executive Office:

  	
   

  	
  225 Turnpike Road, Southborough, MA 01772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
  Location of Books and Records:

  	
   

  	
  225 Turnpike Road, Southborough, MA 01772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
  Locations of Equipment, Inventory and Goods:

  	
   

  	
  225 Turnpike Road, Southborough, MA 01772 and 800 Westchester Avenue,
  Suite N341, Rye Brook, NY 10573

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
  Locations of Goods in Possession of Consignees, Bailees, Warehousemen,
  Agents and Processors (including names of such consignees, bailees, etc.):

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
  Jurisdictions For UCC Filings:

  	
   

  	
  State of Maryland Department of Assessments and Taxation

  



 


I-2

















 


SCHEDULE II

TO 

SECURITY AGREEMENT


 


Tradenames and
Fictitious Names

(Present and Past Five Years)


 


	
  1.

  	
  Clinical Trials Assistance Corporation

  
	
  2.

  	
  IT&E International Group

  
	
  3.

  	
  IT&E International Group, Inc.

  
	
  4.

  	
  Millennix Inc.

  
	
  5.

  	
  IT&E International Corporation

  
	
  6.

  	
  IT&E International

  
	
  7.

  	
  Averion Inc.

  
	
  8.

  	
  Averion International Corp.

  
	
  9.

  	
  Hesperion US, Inc.

  
	
  10.

  	
  TouchStone Research, Inc.

  
	
  11.

  	
  Clinical Cardiovascular Research, LLC

  



 


II-3

















 


SCHEDULE VIII

TO 

SECURITY AGREEMENT


 


Interests in
Real Property


 


1.             Executive Offices
in Southborough, Massachusetts:


 


The Company leases its executive offices which are located at 225
Turnpike Road, Southborough, MA 01772. 
The Company leases approximately 63,900 square feet at a base rent of $85,168
per month, commencing January 2007 through June 2010.  The rent increases to $95,714 per month for
the remainder of the lease through December 2012.


 


2.             Facility in Rye Brook, New York:


 


The Company leases a facility located at 800 Westchester Avenue, Suite N341,
Rye Brook, NY 10573. The Company leases approximately 15,900 square feet at a
base rent of $34,400 per month.


 


3.             Facility
in Irvine, California:


 


The Company leases a facility located at 5 Corporate Park, Suite 250,
Irvine, CA 92606.  The Company leases
approximately 2,876 square feet at a base rent of $6,894 per month.


 


4.             Facility
in Gaithersburg, Maryland:


 


The Company leases a facility located at 18310 Montgomery Village
Avenue, Suite 620, Gaithersburg, MD 20879. 
The Company leases approximately 9,746 square feet at a base rent of
$20,478 per month.


 


5.             Facility
in Allschwil, Switzerland:


 


The Company’s European headquarters are located in Allschwil,
Switzerland. The Company leases approximately 35,026 square feet at a base rent
of CHF 81,769 ($72,643) per month.


 


6.             Other
European Facilities:


 


The Company also leases small office facilities in several other
locations including: Neu-Isenburg, Germany; Moscow, Russia; Warsaw, Poland;
Hungerford, UK; Illkirch, France; Breda, Netherlands; Petah Tikvah, Israel;
Vienna, Austria; and Kiev, Ukraine.


 


IX-1