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SCHEDULE V
to
Security Agreement
Trade Secret or Know-How Licenses
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[None]
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Exhibit 10.16
BORROWER SECURITY AGREEMENT
THIS SECURITY AGREEMENT (as amended, supplemented, restated or otherwise
modified from time to time, the "Security Agreement"), dated as of July 27,
1998, made by Key Components, LLC, a Delaware limited liability company (the
"Grantor"), in favor of Societe Generale, as agent for the Lenders (together
with any successor(s) thereto in such capacity, the "Agent") for each of the
Lender Parties (as defined below).
W I T N E S S E T H:
WHEREAS, pursuant to a Credit and Guaranty Agreement, dated as of the date
hereof (together with all amendments, supplements, restatements and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among the Grantor, as Borrower, its Subsidiaries, as Guarantors
(the "Guarantors"), the various financial institutions (individually a "Lender"
and collectively the "Lenders") as are, or may from time to time become, parties
thereto and the Agent, the Lenders have extended Commitments to make Credit
Extensions to the Grantor;
WHEREAS, as a condition precedent to the making of the initial Credit
Extensions under the Credit Agreement, the Grantor is required to execute and
deliver this Security Agreement;
WHEREAS, each Guarantor is a wholly-owned Subsidiary of the Grantor; and
WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Security Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
to make Credit Extensions (including the initial Credit Extensions) to the
Grantor pursuant to the Credit Agreement, the Grantor agrees, for the benefit of
each Lender Party, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Security Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):
"Agent" is defined in the preamble.
"Collateral" is defined in Section 2.1.
"Collateral Account" is defined in Section 4.1.2(c).
"Computer Hardware and Software Collateral" means:
(a) all computer and other electronic data processing hardware,
integrated computer systems, central processing units, memory units,
display terminals, printers, features, computer elements, card readers,
tape drives, hard and soft disk drives, cables, electrical supply
hardware, generators, power equalizers, accessories, all peripheral
devices and other related computer hardware now owned or hereafter
acquired by the Grantor;
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(b) all software programs (including both source code, object code
and all related applications and data files), whether now owned, licensed
or leased or hereafter acquired by the Grantor, designed for use on the
computers and electronic data processing hardware described in clause (a)
above;
(c) all firmware associated therewith now owned or hereafter
acquired by the Grantor;
(d) all documentation (including flow charts, logic diagrams,
manuals, guides and specifications) with respect to such hardware,
software and firmware described in the preceding clauses (a) through (c)
above; and
(e) all rights of the Grantor with respect to all of the foregoing,
including, without limitation, any and all copyrights, licenses, options,
warranties, service contracts, program services, test rights, maintenance
rights, support rights, improvement rights, renewal rights and
indemnifications and any substitutions, replacements, additions or model
conversions of any of the foregoing.
"Copyright Collateral" means all copyrights and all semi-conductor chip
product mask works of the Grantor, whether statutory or common law, registered
or unregistered, now or hereafter in force throughout the world including,
without limitation, all of the Grantor's right, title and interest in and to all
copyrights and mask works registered in the United States Copyright Office or
anywhere else in the world and also including, without limitation, the
copyrights and mask works referred to in Item A of Schedule IV attached hereto,
and all applications for registration thereof, whether pending or in
preparation, all copyright and mask work licenses, including each copyright and
mask work license referred to in Item B of Schedule IV attached hereto, the
right to xxx for past, present and future infringements of any thereof, all
rights corresponding thereto throughout the world, all extensions and renewals
of any thereof and all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages and proceeds of suit.
"Credit Agreement" is defined in the first recital.
"Equipment" is defined in clause (a) of Section 2.1.
"Grantor" is defined in the preamble.
"Intellectual Property Collateral" means, collectively, the Computer
Hardware and Software Collateral, the Copyright Collateral, the Patent
Collateral, the Trademark Collateral and the Trade Secrets Collateral.
"Inventory" is defined in clause (b) of Section 2.1.
"Lender" and "Lenders" are defined in the first recital.
"Lender Party" means, as the context may require, any Lender or the Agent
and each of its respective successors, transferees and assigns.
"Patent Collateral" means:
(a) all letters patent and applications for letters patent
throughout the world of the Grantor, including all patent applications of
the Grantor in preparation for filing anywhere in the world and including
each patent and patent application referred to in Item A of Schedule II
attached hereto;
(b) all patent licenses in favor of the Grantor, including each
patent license in favor of the Grantor referred to in Item B of Schedule
II attached hereto;
(c) all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations of any of the items described in
clauses (a) and (b) above; and
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(d) all proceeds of, and rights associated with, the foregoing
(including license royalties and proceeds of infringement suits), the
right of the Grantor to xxx third parties for past, present or future
infringements of any patent or patent application, including any patent or
patent application referred to in Item A of Schedule II attached hereto,
and for breach or enforcement of any patent license, including any patent
license referred to in Item B of Schedule II attached hereto, and all
rights corresponding thereto throughout the world.
"Receivables" is defined in clause (c) of Section 2.1.
"Related Contracts" is defined in clause (c) of Section 2.1.
"Rolling Stock" means all railcars, barges and other water carrier
equipment, and all accessions, appurtenances and parts installed on and
additions thereto and replacements thereof hereafter acquired by the Grantor.
"Secured Obligations" is defined in Section 2.2.
"Security Agreement" is defined in the preamble.
"Trademark Collateral" means:
(a) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks,
certification marks, collective marks, logos, other source of business
identifiers, prints and labels on which any of the foregoing have appeared
or appear, designs and general intangibles of a like nature of the Grantor
(all of the foregoing items in this clause (a) being collectively called a
"Trademark"), now existing anywhere in the world or hereafter adopted or
acquired, whether currently in use or not, all registrations and
recordings thereof and all applications in connection therewith, whether
pending or in preparation for filing, including registrations, recordings
and applications of the Grantor in the United States Patent and Trademark
Office or in any office or agency of the United States of America or any
state thereof or any foreign country, including those referred to in Item
A of Schedule III attached hereto;
(b) all Trademark licenses in favor of the Grantor, including each
Trademark license referred to in Item B of Schedule III attached hereto;
(c) all reissues, extensions or renewals of any of the items
described in clauses (a) and (b) above;
(d) all of the goodwill of the business of the Grantor connected
with the use of, and symbolized by the items described in, clauses (a) and
(b) above; and
(e) all proceeds of, and rights associated with, the foregoing,
including any claim by the Grantor against third parties for past, present
or future infringement or dilution of any Trademark, Trademark
registration or Trademark license of the Grantor, including any Trademark,
Trademark registration or Trademark license referred to in Item A or Item
B of Schedule III attached hereto, or for any injury to the goodwill
associated with the use of any such Trademark or for breach or enforcement
of any Trademark license.
"Trade Secrets Collateral" means common law and statutory trade secrets
and all other confidential or proprietary or useful information of the Grantor
and all know-how obtained by the Grantor or used by the Grantor in the business
of the Grantor (all of the foregoing being collectively called a "Trade
Secret"), whether or not such Trade Secret has been reduced to a writing or
other tangible form, including all documents and things embodying, incorporating
or referring in any way to such Trade Secret, all Trade Secret licenses,
including each Trade Secret license referred to in Schedule V attached hereto,
and including the right of the Grantor to xxx for and to enjoin and to collect
damages for the actual or threatened misappropriation of any Trade Secret and
for the breach or enforcement of any such Trade Secret license.
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"U.C.C." means the Uniform Commercial Code, as in effect in the State of
New York.
SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Security Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.
SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or unless the context otherwise requires, terms for which
meanings are provided in the U.C.C. are used in this Security Agreement,
including its preamble and recitals, with such meanings.
ARTICLE II
SECURITY INTEREST
SECTION 2.1. Grant of Security. The Grantor hereby assigns and pledges to
the Agent for its benefit and the ratable benefit of each of the Lender Parties,
and hereby grants to the Agent for its benefit and the ratable benefit of each
of the Lender Parties a security interest in, all of the Grantor's right, title
and interest in, to and under the following property, whether now or hereafter
existing or acquired (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, wherever
located, including Rolling Stock (but excluding motor vehicles, trucks and
trailers), and all parts thereof and all accessions, additions,
attachments, improvements, substitutions and replacements thereto and
therefor (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever
located, including
(i) all merchandise, goods and other personal property which
are held for sale or lease, all raw materials and work in process
therefor (including, without limitation, tobacco and tobacco related
products), finished goods thereof, and materials used or consumed in
the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or
a joint or other interest or right of any kind (including goods in
which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the
Grantor,
and all accessions thereto, products thereof and documents therefor (any
and all such inventory, materials, goods, accessions, products and
documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper,
documents, instruments, and general intangibles of the Grantor, including
ownership rights of the inventory owned by the Grantor, whether or not
arising out of or in connection with the sale or lease of goods or the
rendering of services, and all rights of the Grantor now or hereafter
existing in and to all security agreements, guaranties, leases and other
contracts securing or otherwise relating to any such accounts, contracts,
contract rights, chattel paper, documents, instruments, and general
intangibles (any and all such accounts, contracts, contract rights,
chattel paper, documents, instruments, and general intangibles being the
"Receivables", and any and all such security agreements, guaranties,
leases and other contracts being the "Related Contracts");
(d) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other
property of the Grantor relating to, used or useful in connection with,
evidencing, embodying, incorporating or referring to any of the foregoing
in this Section 2.1;
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(f) all of the Grantor's other property and rights of every kind and
description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income
and proceeds of and from any and all of the foregoing Collateral
(including proceeds which constitute property of the types described in
clauses (a), (b), (c), (d), (e) and (f) above, proceeds deposited from
time to time in the Collateral Account and in any lock boxes of the
Grantor, and, to the extent not otherwise included, all payments under
insurance (whether or not the Agent is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral).
SECTION 2.2. Security for Secured Obligations. This Security Agreement
secures the prompt payment in full of all amounts payable by the Grantor and
each other Obligor under or in connection with the Credit Agreement, the Notes,
each Rate Protection Agreement with a Lender Party and each other Loan Document,
whether for principal, interest, costs, fees, expenses, indemnities or otherwise
and whether now or hereafter existing (all of such obligations being the
"Secured Obligations").
SECTION 2.3. Continuing Security Interest; Transfer of Notes. This
Security Agreement shall create a continuing security interest in the Collateral
and shall
(a) remain in full force and effect until the indefeasible payment
in full in cash of all Secured Obligations and the expiration or
termination of all Commitments,
(b) be binding upon the Grantor, its successors, transferees and
assigns, and
(c) inure, together with the rights and remedies of the Agent
hereunder, to the benefit of the Agent and each other Lender Party.
Without limiting the generality of the foregoing clause (c), any Lender may, to
the extent permitted pursuant to Section 11.11.1 of the Credit Agreement, assign
or otherwise transfer (in whole or in part) any Note or Loan held by it to any
other Person or entity, and such other Person or entity shall thereupon become
vested with all the rights and benefits in respect thereof granted to such
Lender under any Loan Document (including this Security Agreement) or otherwise,
subject, however, to any contrary provisions in such assignment or transfer, and
to the provisions of Section 11.11 and Article X of the Credit Agreement.
SECTION 2.4. Release and Termination.
(a) Upon any sale, lease, transfer or other disposition of any item of
Collateral permitted under the terms of the Loan Documents (other than sales of
Inventory in the ordinary course of business), the Agent will, at the Grantor's
expense, execute and deliver such documents and instruments as the Grantor shall
reasonably request to evidence the release of such Collateral from the security
interest granted hereunder and shall deliver such Collateral held by the Agent
to the Grantor; provided, however, that the proceeds of any such sale, lease
transfer or other disposition are applied in accordance with Section 3.1.2 of
the Credit Agreement, to the extent applicable. Upon any such release, the
security interest granted herein shall terminate as to such Collateral, and all
rights to such Collateral shall revert to the Grantor.
(b) Upon the indefeasible payment in cash in full of all Secured
Obligations and the expiration or termination of all Commitments, the security
interest granted herein shall terminate and all rights to the Collateral shall
revert to the Grantor. Upon any such termination, the Agent will, at the
Grantor's sole expense, deliver to the Grantor, without any representations,
warranties or recourse of any kind whatsoever, such documents as the Grantor
shall reasonably request to evidence such termination.
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SECTION 2.5. Grantor Remains Liable. Anything herein to the contrary
notwithstanding
(a) the Grantor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein, and
shall perform all of its duties and obligations under such contracts and
agreements to the same extent as if this Security Agreement had not been
executed,
(b) the exercise by the Agent of any of its rights hereunder shall
not release the Grantor from any of its duties or obligations under any
such contracts or agreements included in the Collateral, and
(c) neither the Agent nor any other Lender Party shall have any
obligation or liability under any such contracts or agreements included in
the Collateral by reason of this Security Agreement, nor shall the Agent
or any other Lender Party be obligated to perform any of the obligations
or duties of the Grantor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
SECTION 2.6. Security Interest Absolute. All rights of the Agent and the
security interests granted to the Agent hereunder, and all obligations of the
Grantor hereunder, shall be absolute and unconditional, irrespective of
(a) any lack of validity or enforceability of the Credit Agreement,
any Note, any Rate Protection Agreement with a Lender or any other Loan
Document;
(b) the failure of any Lender Party or any holder of any Note;
(i) to assert any claim or demand or to enforce any right or
remedy against the Grantor, any Obligor or any other Person under
the provisions of the Credit Agreement, any Note, any Rate
Protection Agreement with a Lender, any other Loan Document or
otherwise, or
(ii) to exercise any right or remedy against any other
guarantor of, or collateral securing, any Secured Obligation;
(c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations or any other
extension, compromise or renewal of any Secured Obligation;
(d) any reduction, limitation, impairment or termination of any
Secured Obligation for any reason (other than repayment in full of the
Secured Obligations), including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to (and the Grantor
hereby waives any right to or claim of) any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity, compromise or
unenforceability of, or any other event or occurrence affecting, any
Secured Obligation or otherwise;
(e) any amendment to, rescission, waiver, or other modification of,
or any consent to departure from, any of the terms of the Credit
Agreement, any Note, any Rate Protection Agreement with a Lender or any
other Loan Document;
(f) any addition, exchange, release, surrender, impairment or
non-perfection of any collateral (including the Collateral), or any
amendment to or waiver or release of or addition to or consent to
departure from any guaranty, for any of the Secured Obligations; or
(g) any other circumstances which might otherwise constitute a
defense available to, or a legal or equitable discharge of, the Grantor,
any other Obligor or otherwise.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Representations and Warranties. The Grantor represents and
warrants unto each Lender Party as set forth in this Article.
SECTION 3.1.1. Location of Collateral, etc. All of the Equipment,
Inventory and lock boxes of the Grantor are located at the places specified in
Item A, Item B and Item C, respectively, of Schedule I hereto. None of the
Equipment and Inventory has, within the four months preceding the date of this
Security Agreement, been located at any place other than the places specified in
Item A and Item B, respectively, of Schedule I hereto. The principal place of
business and chief executive office of the Grantor is set forth on the signature
page hereto. The Grantor keeps its records concerning the Receivables, and all
originals of all chattel paper which evidence Receivables, at the addresses as
set forth on the signature page hereto. The Grantor does not have any trade
names. The Grantor has not been known by any legal name different from those set
forth on the signature page hereto, nor has the Grantor been the subject of any
merger or other corporate reorganization. If the Collateral includes any
Inventory located in the State of California, the Grantor is not a "retail
merchant" within the meaning of Section 9102 of the Uniform Commercial Code -
Secured Transactions of the State of California. None of the Receivables is
evidenced by a promissory note or other instrument.
SECTION 3.1.2. Ownership, No Liens, etc. The Grantor owns the Collateral
free and clear of any Lien, security interest, charge or encumbrance except for
the security interest created by this Security Agreement and except as permitted
by the Credit Agreement. No effective financing statement or other similar
instrument in effect covering all or any part of the Collateral is on file in
any recording office, except such as may have been filed in favor of the Agent
relating to this Security Agreement.
SECTION 3.1.3. Possession and Control. The Grantor has exclusive
possession and control of the Equipment and Inventory.
SECTION 3.1.4. Negotiable Documents, Instruments and Chattel Paper. The
Grantor has, contemporaneously herewith, delivered to the Agent possession of
all originals of all negotiable documents, instruments and chattel paper
currently owned or held by the Grantor (duly endorsed in blank, if requested by
the Agent).
SECTION 3.1.5. [Intentionally omitted]
SECTION 3.1.6. Validity, etc. The Liens intended to be created by this
Security Agreement constitute valid first priority security interests in the
Collateral 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.
SECTION 3.1.7. Authorization, Approval, etc. No authorization, approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body (other than UCC filings) is required either
(a) for the grant by the Grantor of the security interest granted
hereby or for the execution, delivery and performance of this Security
Agreement by the Grantor, or
(b) for the perfection of or the exercise by the Agent of its rights
and remedies hereunder.
SECTION 3.1.8. Compliance with Laws. The Grantor is in compliance with the
requirements of all applicable laws (including, without limitation, the
provisions of the Fair Labor Standards Act), rules, regulations and orders of
every governmental authority, the non-compliance with which would reasonably be
expected to materially adversely affect the business, properties, assets,
operations, condition (financial or otherwise) or prospects of the Grantor.
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SECTION 3.1.9. Due Execution, Validity, Etc. The execution, delivery and
performance by the Grantor of this Security Agreement does not contravene or
result in a default under the Grantor's Organic Documents or contravene or
result in a default under any material contractual restriction, Lien or
governmental regulation or court decree or order binding on the Grantor. This
Security Agreement has been duly executed and delivered on behalf of the Grantor
and constitutes the legal, valid and binding obligation of the Grantor
enforceable in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditor's right generally, and subject to the effect of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law). In addition, each representation and warranty of the Grantor
contained in each Loan Document to which it is a party is true and correct in
all material respects.
ARTICLE IV
COVENANTS
SECTION 4.1. Certain Covenants. The Grantor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid or any Lender
shall have any outstanding Commitment, the Grantor will, unless the Required
Lenders shall otherwise consent in writing, perform the obligations set forth in
this Section.
SECTION 4.1.1. As to Equipment and Inventory. The Grantor hereby agrees
that it shall
(a) keep all material Equipment and Inventory (other than Inventory
sold in the ordinary course of business) at the places therefor specified
in Section 3.1.1 or, upon 30 days' prior written notice to the Agent, at
such other places in a jurisdiction where all representations and
warranties set forth in Article III shall be true and correct in all
material respects, and all action required pursuant to the first sentence
of Section 4.1.7 shall have been taken with respect to the material
Equipment and Inventory;
(b) cause all material Equipment to be maintained and preserved in
good condition, repair and working order, ordinary wear and tear excepted;
and make or cause to be made all material repairs, replacements, and other
improvements in connection therewith which are reasonably necessary or
desirable to such end; and promptly furnish to the Agent a statement
respecting any loss or damage to any of the material Equipment; and
(c) pay, before the same shall become delinquent, promptly when due
all property and other taxes, assessments and governmental charges or
levies imposed upon, and all material claims (including claims for labor,
materials and supplies) against, the Equipment and Inventory, except to
the extent the validity thereof is being contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with
GAAP have been set aside.
SECTION 4.1.2. As to Receivables.
(a) The Grantor shall keep its place(s) of business and chief
executive office at the offices set forth on Schedule III of the Credit
Agreement and shall keep the offices where it keeps its records concerning
the Receivables, and all originals of all chattel paper which evidence
Receivables, located at the addresses set forth on Schedule III of the
Credit Agreement or, upon 30 days' prior written notice to the Agent, at
such other locations in a jurisdiction where all representations and
warranties set forth in Article III shall be true and correct, and all
actions required by the first sentence of Section 4.1.7 shall have been
taken with respect to the Receivables; not change its name except upon 30
days' prior written notice to the Agent; hold and preserve such records
and chattel paper; and permit representatives of the Agent at any time
upon reasonable advance notice and during normal business hours to inspect
and make abstracts from such records and chattel paper.
(b) The Grantor will direct all obligors under any Receivables to
make all payments to one or more bank accounts. Each such bank account
will be maintained only if the relevant bank has agreed (by no later than
30 days after the Effective Date) in writing to remit the balance from
time to time in the account to the
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Agent upon notice from the Agent that any Default is continuing. No funds,
other than proceeds of Collateral, will be paid to any such bank account.
The Grantor will not open any new bank accounts, or terminate any existing
bank accounts, except upon 10 days' prior written notice to the Agent.
(c) All proceeds of Collateral received by the Grantor shall, upon
the request of the Agent during the continuance of an Event of Default, be
delivered in kind to the Agent for deposit to a deposit account (the
"Collateral Account") of the Grantor maintained with the Agent, and the
Grantor shall not commingle any such proceeds, and shall hold separate and
apart from all other property, all such proceeds in express trust for the
benefit of the Agent and the other Lender Parties until delivery thereof
is made to the Agent. No funds, other than proceeds of Collateral, will be
deposited in the Collateral Account.
(d) The Agent shall have the right to apply any amount in the
Collateral Account to the payment of any Secured Obligations which are due
and payable or payable upon demand, or to the payment of any Secured
Obligations at any time that an Event of Default shall exist. Subject to
the rights of the Agent, the Grantor shall have the right, with respect to
and to the extent of collected funds in the Collateral Account, (i) as
long as there shall be no Default, to require the Agent to transfer to the
Grantor's general demand deposit account at the Agent any or all of such
collected funds and (ii) as long as there shall be a Default and after
giving effect to any exercise by the Agent of its rights, (A) to require
the Agent to transfer to the Grantor's general demand deposit account at
the Agent amounts required to cover checks drawn against that account
which shall have been presented for payment at the Agent as of the
preceding business day and all wire transfers which the Grantor has
directed to be made on the current business day, to the extent such checks
and wire transfers are for any purpose which does not violate any
provision of any Loan Document and (B) to require the Agent to purchase
any Cash Equivalent Investment, provided that, in the case of certificated
securities, the Agent will retain possession thereof as Collateral and, in
the case of uncertificated securities, the Agent will take such actions,
including registration of such securities in its name, as it shall
determine is necessary to perfect its security interest therein. The Agent
may at any time transfer to the Grantor's general demand deposit account
at the Agent any or all of the collected funds in the Collateral Account;
provided, however, that any such transfer shall not be deemed to be a
waiver or modification of any of the Agent's rights under this Section
4.1.2(d).
SECTION 4.1.3. As to Collateral.
(a) Until such time (during the continuance of an Event of Default)
as the Agent shall notify the Grantor of the revocation of the power and
authority granted by this Section 4.1.3(a), the Grantor (i) may in the
ordinary course of its business, at its own expense, sell, lease or
furnish under the contracts of service any of the Inventory normally held
by the Grantor for such purpose, and use and consume, in the ordinary
course of its business, any raw materials, work in process or materials
normally held by the Grantor for such purpose, (ii) will, at its own
expense, endeavor to collect, as and when due, all amounts due with
respect to any of the Collateral, including the taking of such action with
respect to such collection as the Agent may reasonably request or, in the
absence of such request, as the Grantor may deem advisable, and (iii) may
grant, in the ordinary course of business, to any party obligated on any
of the Collateral, any rebate, refund or allowance to which such party may
be lawfully entitled, and may accept, in connection therewith, the return
of goods, the sale or lease of which shall have given rise to such
Collateral. The Agent, however, may [(subject to Section 7.2.6 of the
Credit Agreement)], at any time during the continuance of an Event of
Default, whether before or after any revocation of such power and
authority or the maturity of any of the Secured Obligations, notify any
parties obligated on any of the Collateral to make payment to the Agent of
any amounts due or to become due thereunder and enforce collection of any
of the Collateral by suit or otherwise and surrender, release, or exchange
all or any part thereof, or compromise or extend or renew for any period
(whether or not longer than the original period) any indebtedness
thereunder or evidenced thereby. Upon request of the Agent, the Grantor
will [(subject to Section 7.2.6 of the Credit Agreement)], at its own
expense, notify any parties obligated on any of the Collateral to make
payment to the Agent of any amounts due or to become due thereunder.
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(b) The Agent is authorized, during the continuation of an Event of
Default, to endorse, in the name of the Grantor, any item, howsoever
received by the Agent, representing any payment on or other proceeds of
any of the Collateral.
(c) The Grantor will not change its Federal Employer Identification
Number unless the Grantor notifies the Agent of any change in writing at
least 30 days prior to the date of such change and executes such
additional security agreements and financing statements as may be
reasonably requested by the Agent.
SECTION 4.1.4. As to Intellectual Property Collateral.
(a) The Grantor shall not, unless the Grantor shall reasonably and
in good faith determine (and notice of such determination shall have been
delivered to the Agent) that any of the Patent Collateral is not of
material economic value to the Grantor, do any act, or omit to do any act,
whereby any of the Patent Collateral may lapse or become abandoned or
dedicated to the public or unenforceable.
(b) The Grantor shall not, and shall not permit any of its licensees
to, unless the Grantor shall reasonably and in good faith determine (and
notice of such determination shall have been delivered to the Agent) that
any of the Trademark Collateral is not of material economic value to the
Grantor,
(i) fail to continue to use any of the Trademark Collateral in
order to maintain all of the material Trademark Collateral in full
force free from any claim of abandonment for non-use,
(ii) fail to maintain as in the past, in all material
respects, the quality of products and services offered under all of
the Trademark Collateral,
(iii) fail to employ all of the material Trademark Collateral
registered with any Federal or state or foreign authority with an
appropriate notice of such registration,
(iv) adopt or use any other Trademark which is confusingly
similar or a colorable imitation of any of the material Trademark
Collateral,
(v) use any of the material Trademark Collateral registered
with any Federal or state or foreign authority except for the uses
for which registration or application for registration of all of the
Trademark Collateral has been made, and
(vi) do or permit any act or knowingly omit to do any act
whereby any of the material Trademark Collateral would reasonably be
expected to lapse or become invalid or unenforceable.
(c) The Grantor shall not, unless the Grantor shall reasonably and
in good faith determine (and notice of such determination shall have been
delivered to the Agent) that any of the Copyright Collateral or any of the
Trade Secrets Collateral is not of material economic value to the Grantor,
do or permit any act or knowingly omit to do any act whereby any of the
Copyright Collateral or any of the Trade Secrets Collateral would
reasonably be expected to lapse or become invalid or unenforceable or
placed in the public domain except upon expiration of the end of an
unrenewable term of a registration thereof.
(d) The Grantor shall notify the Agent immediately if it knows, or
has reason to know, that any application or registration relating to any
material item of the Intellectual Property Collateral would reasonably be
expected to become abandoned or dedicated to the public or placed in the
public domain or invalid or unenforceable, or of any material adverse
determination or development (including the institution of, or any such
determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any
foreign counterpart thereof or any court) regarding the Grantor's
ownership of any of the material Intellectual Property Collateral, its
right to register the same or to keep and maintain and enforce the same.
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(e) In no event shall the Grantor or any of its agents, employees,
designees or licensees file an application for the registration of any
Intellectual Property Collateral with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof,
unless it promptly informs the Agent, and upon request of the Agent,
executes and delivers any and all agreements, instruments, documents and
papers as the Agent may reasonably request to evidence the Agent's
security interest for the benefit of the Lender Parties in such
Intellectual Property Collateral and the goodwill and general intangibles
of the Grantor relating thereto or represented thereby.
(f) The Grantor shall take all commercially reasonable steps,
including in any proceeding before the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency
in any other country or any political subdivision thereof, to maintain and
pursue any application (and to obtain the relevant registration) filed
with respect to, and to maintain any registration of, any material
Intellectual Property Collateral, including the filing of applications for
renewal, affidavits of use, affidavits of incontestability and opposition,
interference and cancellation proceedings and the payment of fees and
taxes (except to the extent that dedication, abandonment or invalidation
is permitted under the foregoing clauses (a), (b) and (c)).
SECTION 4.1.5. Insurance. The Grantor will maintain or cause to be
maintained with responsible and reputable insurance carriers licensed to
write insurance, insurance with respect to the Equipment and Inventory
against such casualties and contingencies and of such types and in such
amounts as is customary in the case of similar businesses and will, upon
the request of the Agent, furnish a certificate of a reputable insurance
broker setting forth the nature and extent of all insurance maintained by
the Grantor in accordance with this Section. Without limiting the
foregoing, the Grantor further agrees as follows:
(a) Each policy for property insurance shall show the Agent as loss
payee.
(b) Each policy for liability insurance shall show the Agent as an
additional insured.
(c) With respect to each life insurance policy, the Grantor shall
execute and deliver to the Agent a collateral assignment, notice of which
has been acknowledged in writing by the insurer.
(d) Each insurance policy shall provide that at least 30 days' prior
written notice of cancellation or of lapse shall be given to the Agent by
the insured.
(e) The Grantor shall, if so requested by the Agent, deliver to the
Agent a copy of each insurance policy.
(f) All payments in respect of property insurance and life insurance
shall be paid to the Grantor.
SECTION 4.1.6. Transfers and Other Liens. The Grantor shall not:
(a) sell, assign (by operation of law or otherwise) or otherwise
dispose of any of the Collateral, except Inventory in the ordinary course
of business or as permitted by the Credit Agreement; or
(b) create or suffer to exist any Lien or other charge or
encumbrance upon or with respect to any of the Collateral to secure
Indebtedness of any Person or entity, except for the security interest
created by this Security Agreement and except as permitted by the Credit
Agreement.
SECTION 4.1.7. Further Assurances, etc. The Grantor agrees that, from time
to time at its own expense, the Grantor will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Agent may request, in order to perfect,
preserve and protect any security interest granted or purported to be granted
hereby or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, the Grantor will
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(a) xxxx conspicuously each document included in the Inventory, each
chattel paper included in the Receivables and each Related Contract and,
at the request of the Agent, each of its records pertaining to the
Collateral with a legend, in form and substance satisfactory to the Agent,
indicating that such document, chattel paper, Related Contract or
Collateral is subject to the security interest granted hereby;
(b) if any Receivable shall be evidenced by a promissory note or
other instrument, negotiable document or chattel paper, deliver and pledge
to the Agent hereunder such promissory note, instrument, negotiable
document or chattel paper duly endorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance
satisfactory to the Agent;
(c) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices (including,
without limitation, any assignment of claim form under or pursuant to the
federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or
amended version thereof or any regulation promulgated under or pursuant to
any version thereof), as may be necessary or desirable, or as the Agent
may request, in order to perfect and preserve the security interests and
other rights granted or purported to be granted to the Agent hereby; and
(d) furnish to the Agent, from time to time at the Agent's request,
statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Agent may
reasonably request, all in reasonable detail.
With respect to the foregoing and the grant of the security interest hereunder,
the Grantor hereby authorizes the Agent to file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of
the Collateral without the signature of the Grantor where permitted by law. A
carbon, photographic or other reproduction of this Security Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
ARTICLE V
THE AGENT
SECTION 5.1. Agent Appointed Attorney-in-Fact. The Grantor hereby
irrevocably appoints the Agent the Grantor's attorney-in-fact, with full
authority in the place and stead of the Grantor and in the name of the Grantor
or otherwise, from time to time in the Agent's discretion, to take any action
and to execute any instrument which the Agent may deem necessary or advisable to
accomplish the purposes of this Security Agreement, including, without
limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;
(b) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper, in connection with clause (a)
above;
(c) to file any claims or take any action or institute any
proceedings which the Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
the Agent with respect to any of the Collateral; and
(d) to perform the affirmative obligations of the Grantor hereunder
(including all obligations of the Grantor pursuant to Section 4.1.7).
The Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.
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SECTION 5.2. Agent May Perform. If the Grantor fails to perform any
agreement contained herein, the Agent may itself perform, or cause performance
of, such agreement, and the expenses of the Agent incurred in connection
therewith shall be payable by the Grantor pursuant to Section 6.2.
SECTION 5.3. Agent Has No Duty. In addition to, and not in limitation of,
Section 2.5, the powers conferred on the Agent hereunder are solely to protect
its interest (on behalf of the Lender Parties) in the Collateral and shall not
impose any duty on it to exercise any such powers. Except for reasonable care of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, the Agent shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.
SECTION 5.4. Reasonable Care. The Agent is required to exercise reasonable
care in the custody and preservation of any of the Collateral in its possession;
provided, however, that the Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any of the Collateral, if it takes such
action for that purpose as the Grantor reasonably requests in writing at times
other than upon the occurrence and during the continuance of any Event of
Default, but failure of the Agent to comply with any such request at any time
shall not in itself be deemed a failure to exercise reasonable care.
ARTICLE VI
REMEDIES
SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:
(a) The Agent may exercise in respect of the Collateral, in addition
to 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
U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and
also may
(i) require the Grantor to, and the Grantor hereby agrees that
it will, at its expense and upon request of the Agent forthwith,
assemble all or part of the Collateral as directed by the Agent and
make it available to the Agent at a place to be designated by the
Agent which is reasonably convenient to both parties; and
(ii) 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, for cash,
on credit or for future delivery (without assumption of any credit
risk), and upon such other terms as the Agent may deem commercially
reasonable. The Grantor agrees that, to the extent notice of sale
shall be required by law, at least ten days' prior notice to the
Grantor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable
notification. The Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The 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.
(b) All cash proceeds received by the Agent in respect of any sale
of, collection from, or other realization upon all or any part of the
Collateral may, in the discretion of the Agent, be held by the Agent as
collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Agent pursuant to Section 6.2) in
whole or in part by the Agent for the ratable benefit of the Lender
Parties against, all or any part of the Secured Obligations in the
following order:
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(i) first, to payment of the expenses of such sale or other
realization including reasonable compensation to the Agent and its
agents and counsel, and all expenses, liabilities and advances
incurred or made by the Agent in connection therewith, and any other
unreimbursed expenses for which the Agent is to be reimbursed
pursuant to Section 11.3 of the Credit Agreement or Section 6.2
hereof and unpaid fees owing to the Agent under the Credit
Agreement;
(ii) second, to the ratable payment of accrued but unpaid
interest on the Acquisition Loans and the Revolving Loans under the
Credit Agreement;
(iii) third, to the ratable payment of unpaid principal of the
Acquisition Loans under the Credit Agreement;
(iv) fourth, to the ratable payment of the unpaid principal
amount of the Revolving Loans and all other amounts payable by the
Obligors under the Credit Agreement; and
(v) fifth, to the ratable payment of all other Secured
Obligations, until all Secured Obligations shall have been paid in
full.
The Agent may make distributions hereunder in cash or in kind or, on a ratable
basis, in any combination thereof. Any surplus of such cash or cash proceeds
held by the Agent and remaining after payment in full of all the Secured
Obligations shall be paid over to the Grantor or to whomsoever may be lawfully
entitled to receive such surplus.
SECTION 6.2. Indemnity and Expenses.
(a) The Grantor agrees to indemnify the Agent and the other Lender
Parties from and against any and all claims, losses and liabilities
arising out of or resulting from this Security Agreement (including,
without limitation, enforcement of this Security Agreement), except
claims, losses or liabilities resulting from the Agent's gross negligence
or wilful misconduct.
(b) The Grantor will upon demand pay to the Agent the amount of any
and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the
Agent may incur in connection with
(i) the administration of this Security Agreement,
(ii) the custody, preservation, use or operation of, or the
sale of, collection from, or other realization upon, any of the
Collateral,
(iii) the exercise or enforcement of any of the rights of the
Agent or the other Lender Parties hereunder, or
(iv) the failure by the Grantor to perform or observe any of
the provisions hereof.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.1. Loan Document. This Security Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.
SECTION 7.2. Amendments; etc. No amendment to or waiver of any provision
of this Security Agreement nor consent to any departure by the Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Agent (acting with the requisite consent of the Lenders as provided in
the Credit
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Agreement) and the Grantor, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
SECTION 7.3. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telecopier communication)
and, if to the Grantor, mailed, telecopied or delivered to it, addressed to it
at the address as set forth on Schedule III of the Credit Agreement, if to the
Agent, mailed, telecopied or delivered to it, addressed to it at the address of
the Agent as specified in the Credit Agreement, or as to either party at such
other address as shall be designated by such party in a written notice to each
other party complying as to delivery with the terms of this Section. Any notice,
if mailed and properly addressed and sent return receipt requested with postage
prepaid, shall be deemed given three Business Days after posting; any notice, if
sent by prepaid overnight express shall be deemed delivered on the next Business
Day; any notice, if transmitted by telecopier, shall be deemed given when sent,
with confirmation of receipt; and any notice, if transmitted by hand, shall be
deemed received when delivered.
SECTION 7.4. Section Captions. Section captions used in this Security
Agreement are for convenience of reference only, and shall not affect the
construction of this Security Agreement.
SECTION 7.5. Severability. Wherever possible each provision of this
Security Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Security Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Security Agreement.
SECTION 7.6. Governing Law, Entire Agreement, etc. THIS SECURITY AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT THERETO.
SECTION 7.7. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SECURITY
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GRANTOR MAY BE BROUGHT AND
MAINTAINED IN ANY UNITED STATES FEDERAL OR NEW YORK STATE COURTS SITTING IN THE
CITY OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST
ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
THE GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
UNITED STATES FEDERAL OR NEW YORK STATE COURTS SITTING IN THE CITY OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.
THE GRANTOR FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. THE GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT THE GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL
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PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE GRANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS SECURITY AGREEMENT.
SECTION 7.8. Waiver of Jury Trial. THE LENDER PARTIES AND THE GRANTOR
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS SECURITY AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER
PARTIES OR THE GRANTOR. THE GRANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT AND EACH
SUCH OTHER LOAN DOCUMENT. IN NO EVENT SHALL ANY LENDER PARTY BE LIABLE FOR ANY
CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the Grantor has caused this Security Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.
KEY COMPONENTS, LLC
By: /s/ Illegible
_____________________
Title:
Address: c/o Millbrook Capital Management Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SOCIETE GENERALE,
as Agent
By: /s/ Illegible
_____________________
Title:
Address: 0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
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SCHEDULE I
to
Security Agreement
Item A. Location of Equipment
Item B. Location of Inventory
Item C. Location of Bank Account
Contact
Bank Name and Address Account Number Person
--------------------- -------------- ------
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SCHEDULE II
to
Security Agreement
Item A. Patents
Issued Patents
Country Patent No. Patent Date Inventor(s) Title
------- ---------- ----------- ----------- -----
Pending Patent Applications
Country Serial No. Filing Date Inventor(s) Title
------- ---------- ----------- ----------- -----
Patent Applications in Preparation
Expected
Country Docket No. Filing Date Inventor(s) Title
------- ---------- ----------- ----------- -----
Item B. Patent Licenses
Country or Effective Expiration Subject
Territory Licensor Licensee Date Date Matter
--------- -------- -------- --------- ---------- -------
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SCHEDULE III
to
Security Agreement
Item A. Trademarks
--------------------------------------------------------------------------------
Registration No. Registration Date Serial Number Filing Date
---------------- ----------------- ------------- -----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item B. Trademark Licenses
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SCHEDULE IV
to
Security Agreement
Item A. Copyrights/Mask Works
Item B. Copyright/Mask Work Licenses
23
SCHEDULE V
to
Security Agreement
Trade Secret or Know-How Licenses
Country or
Subject Effective Expiration
Territory Licensor Licensee Date Date Matter
--------- -------- -------- --------- ---------- ------
