EXHIBIT 4.8
PATENT AND COPYRIGHT COLLATERAL SECURITY AGREEMENT
This PATENT AND COPYRIGHT COLLATERAL SECURITY AGREEMENT (this
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"AGREEMENT") is dated as of May 21, 1997 and entered into by and between AFC
ENTERPRISES, INC., a Minnesota corporation ("GRANTOR"), and CANADIAN IMPERIAL
BANK OF COMMERCE, as administrative agent for and representative of (in such
capacity herein called "SECURED PARTY") the financial institutions
("LENDERS") party to the Credit Agreement (as hereinafter defined).
PRELIMINARY STATEMENTS
A. Secured Party, as administrative agent for Lenders, Lenders and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., as syndication agent and arranging agent,
have entered into a Credit Agreement dated as of May 21, 1997 (said Credit
Agreement, as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the "CREDIT AGREEMENT", the terms defined therein and
not otherwise defined herein being used herein as therein defined) with Grantor
pursuant to which Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Grantor.
B. Grantor may enter into one or more Interest Rate Agreements
(collectively, the "LENDER INTEREST RATE AGREEMENTS") with one or more Lenders
and/or its Affiliates (in such capacity, collectively, "INTEREST RATE
EXCHANGERS"), and it is desired that the obligations of Grantor under the
Lender Interest Rate Agreements, including without limitation the obligation of
Grantor to make payments thereunder in the event of early termination thereof,
together with all obligations of Grantor under the Credit Agreement and the
other Loan Documents, be secured hereunder.
C. Grantor has and may in the future have rights, title and
interests in and to various Patents and owns and uses in its business and will
in the future, adopt and so use various published and unpublished works of
authorship including, without limitation, computer programs, computer data bases
and other computer software (collectively, the "COPYRIGHTS")and other related
Collateral (as such terms are hereinafter defined).
D. Secured Party, for its benefit and the ratable benefit of
Lenders, desires to become a secured creditor with respect to and, under the
circumstances described herein, an assignee of all of the existing and future
Patents, Copyrights, all copyright registrations issued to Grantor and
applications for copyright registration which have heretofore been or may
hereafter be issued to Grantor thereon or applied for with the United States
Copyright Office and throughout the world (the "REGISTRATIONS"), all common
law and other rights in and to the Copyrights throughout the world, including
all copyright licenses (but with respect to such copyright licenses, only to the
extent permitted by such licensing arrangements) (the "COPYRIGHT RIGHTS") and
all proceeds of the Copyrights, the Registrations and the Copyright Rights, and
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Grantor agrees to create a secured and protected interest in the Copyrights, the
Registrations, the Copyright Rights and all the proceeds thereof as provided
herein.
E. Grantor is willing to grant to Secured Party a security interest
in all such Collateral for the purpose of securing the complete and timely
satisfaction of all of the Secured Obligations (as hereinafter defined) and,
effective upon the occurrence and during the continuation of an Event of
Default, to appoint Secured Party as Grantor's attorney-in-law and attorney-in-
fact to execute documents and take actions to assign Grantor's right, title and
interest in all such Collateral to Secured Party.
F. It is a condition precedent to the initial extensions of credit
by Lenders under the Credit Agreement that Grantor shall have granted the
security interests and undertaken the obligations contemplated by this
Agreement.
NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce Interest Rate Exchangers to enter into the Lender
Interest Rate Agreements, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Grantor hereby agrees
with Secured Party as follows:
SECTION 1. GRANT OF SECURITY. Grantor hereby assigns to Secured
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Party, and hereby grants to Secured Party a first priority security interest in,
all of Grantor's right, title and interest in and to the following, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located (the "COLLATERAL"):
(a) all patents and patent applications and rights and interests in
patents and patent applications under any domestic law that are presently, or in
the future may be, owned by Grantor and all patents and patent applications and
rights and interests in patents and patent applications under any domestic law
that are presently, or in the future may be, held or used by Grantor in whole or
in part (including, without limitation, the patents and patent applications
listed in Schedule A annexed hereto, as the same may be amended pursuant hereto
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from time to time), all rights (but not obligations) corresponding thereto
(including without limitation the right (but not the obligation) to ▇▇▇ for
past, present and future infringements in the name of Grantor or in the name of
Secured Party or otherwise), and all re-issues, divisions, continuations,
renewals, extensions and continuations-in-part thereof (all of the foregoing
being collectively referred to as the "PATENTS"); it being understood that the
rights and interest assigned hereby shall include, without limitation, all
rights and interests pursuant to licensing or other contracts, including without
limitation those licensing agreements listed on Schedule B annexed hereto, in
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favor of Grantor pertaining to patent applications and patents presently or in
the future owned or used by third parties but, in the case of third parties
which are not Affiliates of Grantor, only to the extent permitted by such
licensing or other contracts and, if not so permitted, only with the consent of
such third parties;
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(b) each of the Copyrights, rights, titles and interests in and to the
Copyrights and works protectable by copyright, which are presently, or in the
future may be, owned, created, authored (as a work for hire), acquired or used
(whether pursuant to a license or otherwise) by Grantor, in whole or in part,
and all Copyright Rights with respect thereto and all Registrations therefor,
heretofore or hereafter granted or applied for, and all renewals and extensions
thereof, throughout the world, including all proceeds thereof (such as, by way
of example and not by limitation, license royalties and proceeds of infringement
suits), the right (but not the obligation) to renew and extend such Copyrights,
Registrations and Copyright Rights and to register works protectable by
copyright and the right (but not the obligation) to ▇▇▇ or bring opposition or
cancellation proceedings in the name of Grantor or in the name of Secured Party
or Lenders for past, present and future infringements of the Copyrights and
Copyright Rights, including, without limitation:
(i) all of Grantor's right, title and interest, to the extent that it
has the same, in and to all copyrights or rights or interests in copyrights
registered or recorded in the United States Copyright Office, including,
without limitation, the Registrations listed on Schedule C attached hereto,
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as the same may be amended pursuant hereto from time to time;
(ii) all of Grantor's right, title and interest, to the extent that it
has the same, in and to all renewals and extensions of any such copyrights
that may be secured under the law now or hereafter in force and effect; and
(iii) all of Grantor's right, title and interest, to the extent
that it has the same, to make and exploit all derivative works based on or
adopted from all works covered by the copyrights referred to herein;
it being understood and agreed that the Collateral assigned hereby shall
include, without limita tion, rights and interests pursuant to licensing or
other contracts in favor of Grantor pertaining to copyrights and works
protectable by copyright presently or in the future owned or used by third-
parties, but in the case of third-parties which are not Affiliates of Grantor
only to the extent permitted by such licensing or other contracts and, if not so
permitted, only with the consent of such third-parties;
(c) all general intangibles relating to the Patents and Copyrights;
(d) all books, records, ledger cards, files, correspondence, computer
programs, tapes, disks and related data processing software that at any time
evidence or contain information relating to any of the Collateral or are
otherwise necessary or helpful in the collection thereof or realization
thereupon; and
(e) all proceeds, products, rents and profits (including without
limitation license royalties and proceeds of infringement suits) of or from any
and all of the foregoing Collateral and, to the extent not otherwise included,
all payments under insurance (whether or not Secured
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Party or any Lender 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. For purposes of this Agreement, the term
"PROCEEDS" includes whatever is receivable or received when Collateral or
proceeds are sold, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary.
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and the
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Collateral is collateral security for, the prompt payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of
every nature of Grantor now or hereafter existing under or arising out of or in
connection with the Credit Agreement and the other Loan Documents and the Lender
Interest Rate Agreements and all extensions or renewals thereof, whether for
principal, interest (including without limitation interest that, but for the
filing of a petition in bankruptcy with respect to Grantor, would accrue on such
obligations), reimbursement of amounts drawn under Letters of Credit, payments
for early termination of Lender Interest Rate Agreements, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Secured Party, any Lender or
any Interest Rate Exchanger as a preference, fraudulent transfer or otherwise
(all such obligations and liabilities being the "UNDERLYING DEBT"), and all
obligations of every nature of Grantor now or hereafter existing under this
Agreement (all such obligations of Grantor, together with the Underlying Debt,
being the "SECURED OBLIGATIONS").
SECTION 3. GRANTOR REMAINS LIABLE. Anything contained herein to the
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contrary notwithstanding, (a) Grantor shall remain liable under any contracts
and agreements included in the Collateral, to the extent set forth therein, to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by Secured Party of any
of its rights hereunder shall not release Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) except as provided in Section 13, Secured Party shall not have any
obligation or liability under any contracts and agreements included in the
Collateral by reason of this Agreement, nor shall Secured Party be obligated to
perform any of the obligations or duties of Grantor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Grantor represents and
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warrants as follows:
(a) Description of Collateral. A true and complete list of all
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Patents owned, held (whether pursuant to a license or otherwise) or used by
Grantor, in whole or in part, as of the date of this Agreement is set forth in
Schedule A annexed hereto and a true and complete list
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of all Registrations and applications for Registrations owned, held (whether
pursuant to a license or otherwise), or used by Grantor, in whole or in part, as
of the date of this Agreement is set forth in Schedule C annexed hereto.
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(b) Validity and Enforceability of Collateral. Each of the Patents,
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the Copyrights and Copyright Rights are subsisting and, to the best of Grantor's
knowledge, valid and enforceable, and except as set forth in Schedule 5.16 of
the Credit Agreement, Grantor is not aware of any pending or threatened claim by
any third party that any of the Patents or Registrations are invalid or
unenforceable or that the use of any of the Patents, the Copyrights and
Copyright Rights violates the rights of any third person or of any basis for any
such claim.
(c) Subsistence of Copyrights. Each of the Copyrights and Copyright
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Rights are subsisting and none of the Copyrights, Registrations or Copyright
Rights have been adjudged invalid or unenforceable.
(d) Ownership of Collateral. Except as permitted under the Credit
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Agreement and except for the security interest created by this Agreement,
Grantor owns the Collateral free and clear of any Lien. Except as disclosed in
the Credit Agreement and except such as may have been filed in favor of Secured
Party relating to this Agreement, (i) no effective financing statement or other
instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office and (ii) no effective filing covering all
or any part of the Collateral is on file in the United States Patent and
Trademark Office or in the United States Copyright Office.
(e) No Adverse Claim. Except as set forth in Schedule 5.16 of the
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Credit Agreement, no claim known to Grantor has been made that the works of any
of the Copyrights, Registrations or Copyright Rights does or may violate the
rights of any third person.
(f) Further Assurance. Grantor has taken and will continue to take
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all reasonable steps to protect the secrecy of all trade secrets relating to
unpublished Collateral.
(g) No Conflict. The execution, delivery and performance of this
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Agreement by Grantor does not conflict with, result in a breach of, constitute
(with due notice or lapse of time or both) a default under, or require the
limitation of or consent under, any Contractual Obligation of Grantor,
including, without limitation, any agreement pursuant to which Grantor licenses
or has the right to use any Collateral.
(h) Office Locations; Other Names. The chief place of business, the
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chief executive office and the office where Grantor keeps its records regarding
the Collateral is, and has been for the six-month period preceding the date
hereof, located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇.
Grantor has not in the past four years done, and does not now do, business in
the United States under any other name (including any trade-name or fictitious
business name) except America's Favorite Chicken Company, Popeyes Chicken &
Biscuits,
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Popeyes Famous Fried Chicken & Biscuits, AFC International, Far West Products,
Muchos, Chesapeake Bagel Bakery and Texas Chicken.
(i) Governmental Authorizations. To the best of the Grantor's
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knowledge no authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for
either (i) the grant by Grantor of the security interest granted hereby, (ii)
the execution, delivery or performance of this Agreement by Grantor, or (iii)
the perfection of or the exercise by Secured Party of its rights and remedies
hereunder (except as may have been taken by or at the direction of Grantor and
except for the filing of a financing statement describing the Collateral with
the Superior Court of any County within the State of Georgia and the recording
of this Agreement with the United States Patent and Trademark Office and the
United States Copyright Office).
(j) Perfection. This Agreement, together with the filing of a
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financing statement describing the Collateral with the Secretary of State of the
State of Georgia and the recording of this Agreement with the United States
Patent and Trademark Office, and the United States Copyright Office creates a
valid, perfected and first priority security interest in the Collateral,
securing the payment of the Secured Obligations.
(k) Other Information. All information heretofore, herein or
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hereafter supplied to Secured Party by or on behalf of Grantor with respect to
the Collateral is accurate and complete in all material respects.
SECTION 5. INSPECTION RIGHTS. Grantor hereby grants to Secured Party
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on behalf of Lenders and any and all of its employees, representatives and
agents the right to visit Grantor's and any of its Affiliate's or
subcontractor's places of business during ordinary business hours that are used
in connection with the production, sale or delivery of products or services
utilizing any of the Copyrights, Registrations or Copyright Rights (or which
were so utilized during the prior six month period), and to inspect the records
relating thereto upon reasonable notice to Grantor and as often as may be
reasonably requested.
SECTION 6. FURTHER ASSURANCES; NEW PATENTS, COPYRIGHT AND
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APPLICATIONS.
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(a) Grantor agrees that from time to time, at the expense of Grantor,
Grantor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be reasonably necessary, as requested by
Secured Party, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, Grantor will: (i) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, as requested by
Secured Party, in order to perfect and preserve the security interests granted
or purported to be granted hereby, (ii) use its reasonable best efforts (which
shall not be deemed in any case to involve expenditures by Grantor in excess of
$1,000) to obtain any necessary consents of third parties to the grant and
perfection of a security interest
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and assignment to Secured Party with respect to any Collateral, (iii) at any
reasonable time, upon reasonable prior notice by Secured Party, exhibit the
Collateral to and allow inspection of the Collateral by Secured Party, or
persons designated by Secured Party, and (v) at Secured Party's request, appear
in and defend any action or proceeding that may affect Grantor's title to or
Secured Party's security interest in all or any part of the Collateral which is,
individually or in the aggregate, material to the business or operations of
Grantor or any Subsidiary of Grantor which licenses or uses such Collateral.
(b) To the fullest extent permitted by law, Grantor hereby authorizes
Secured Party 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 Grantor. To the fullest extent permitted by law, Grantor agrees
that a carbon, photographic or other reproduction of this Agreement or of a
financing statement signed by Grantor shall be sufficient as a financing
statement and may be filed as a financing statement in any and all
jurisdictions.
(c) Grantor hereby authorizes Secured Party to modify this Agreement
without obtaining Grantor's approval of or signature to such modification by
amending Schedule A or Schedule C, as the case may be, annexed hereto to include
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reference to any right, title or interest in (x) any existing Patent, Copyright,
Registration or Copyright Rights or (y) any Patent, Copyright, Registration or
Copyright Rights acquired or developed by Grantor after the execution hereof or
to delete any reference to any right, title or interest in any Patent,
Copyright, Registration or Copyright Rights in which Grantor no longer has or
claims any right, title or interest; provided Secured Party provides Grantor
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with five business days prior notice in writing of such modification during
which period Grantor shall inform Secured Party of any errors or
inconsistencies.
(d) Grantor will furnish to Secured Party from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Secured Party may reasonably
request, all in reasonable detail.
(e) If Grantor shall hereafter obtain rights to any patentable
inventions, or become entitled to the benefit of any patent application or
patent or any reissue, division, continuation, renewal, extension, or
continuation-in-part of any Patent or any improvement on any Patent, or any new
works protectable by copyright, or become entitled to the benefit of any
Registration, application for Registration or renewals or extension of any
Copyright, the provisions of this Agreement shall automatically apply thereto.
Grantor shall, promptly at the end of June and December each year, notify
Secured Party in writing of any of the foregoing rights or benefits acquired by
Grantor after the date hereof or during the most recent calendar quarter, as
applicable. Concurrently with the filing of an application for any Patent or
Registration for any Copyright, Grantor shall execute, deliver and record in all
places where this Agreement is recorded an appropriate Patent and Copyright
Collateral Security Agreement, substantially in the form hereof, with
appropriate insertions, or an amendment to this Agreement, in form and substance
satisfactory to Secured Party, pursuant to which Grantor shall grant a security
interest to the extent of its interest in such Patent or Registration as
provided herein to
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Secured Party unless so doing would, in the reasonable judgment of Grantor,
after due inquiry, result in the grant of a patent in the name of Secured Party,
in which event Grantor shall give written notice to Secured Party as soon as
reasonably practicable and the filing shall instead be undertaken as soon as
practicable but in any case promptly following the grant of the Patent or
Registration.
SECTION 7. CERTAIN COVENANTS OF GRANTOR. Grantor shall:
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(a) not use or permit any Collateral to be used unlawfully or in
violation of any provision of this Agreement or any material and applicable
statute, regulation or ordinance or any policy of insurance covering the
Collateral;
(b) notify Secured Party of any change in Grantor's name, identity or
corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in
Grantor's chief place of business or chief executive office or the office where
Grantor keeps its records regarding the Collateral;
(d) pay promptly before any penalty accrues thereon all property and
other taxes, assessments and governmental charges or levies imposed upon, and
all claims (including claims for labor, materials and supplies) against, the
Collateral, except to the extent the validity thereof is being contested in good
faith; provided that Grantor shall in any event pay such taxes, assessments,
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charges, levies or claims not later than five days prior to the date of any
proposed sale under any judgement, writ or warrant of attachment entered or
filed against Grantor or any of the Collateral as a result of the failure to
make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise
dispose of any of the Collateral, except as permitted by the Credit Agreement;
provided that Grantor may license Copyrights and Patents to is franchisees,
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manufacturers and suppliers in the ordinary course of its business;
(f) except for Liens permitted under the Credit Agreement and except
for the security interest created by this Agreement, not create or suffer to
exist any Lien upon or with respect to any of the Collateral to secure the
indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and
at all times keep at least one complete set of its records concerning
substantially all of the Patents, Copyrights, Copyright Rights and Registrations
at its chief executive office or principal place of business;
(h) not, without the prior written consent of Secured Party, which
shall not be unreasonably withheld, permit the inclusion in any contract to
which it becomes a party of any provision that could or might in any way impair
or prevent the creation of a security interest in,
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or the assignment of, Grantor's rights and interests in any property included
within the definition of any Patents, Copyrights, Copyright Rights and
Registrations acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all
trade secrets relating to the products and services sold or delivered under or
in connection with the Patents, Copyrights, Copyright Rights and Registrations,
including without limitation entering into confidentiality agreements with
employees and labeling and restricting access to secret information and
documents;
(j) use proper statutory notice in connection with its use of each of
the Patents, Copyrights, Copy Rights and Registrations or copies of phonorecords
of any of the works which are the subject of the Collateral;
(k) use consistent standards of high quality (consistent with
Grantor's past practices) in the manufacture, sale and delivery of products and
services sold or delivered under or in connection with any of the Patents,
Copyrights, Copyright Rights and Registrations including, to the extent
applicable, in the operation and maintenance of its retail stores and other
merchandising operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly
notify Secured Party in writing of any event that may materially and adversely
affect the value of the Collateral or any portion thereof (which portion is
material to the business or operations of Grantor or any Subsidiary of Grantor
which licenses or uses such Collateral), the ability of Grantor or Secured Party
to dispose of the Collateral or any portion thereof (which portion is material
to the business or operations of Grantor or any Subsidiary of Grantor which
licenses or uses such Collateral), or the rights and remedies of Secured Party
in relation thereto, including without limitation the levy of any legal process
against the Collateral or any portion thereof (which portion is material to the
business or operations of Grantor or any Subsidiary of Grantor which licenses or
uses such Collateral).
SECTION 8. AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as
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otherwise provided in this Section 8, Grantor shall continue to collect, at its
own expense, all amounts due or to become due to Grantor in respect of the
Collateral or any portion thereof. In connection with such collections, Grantor
may take (and, at Secured Party's direction, shall take) such action as Grantor
or Secured Party may deem necessary or advisable to obtain collection of such
amounts; provided, however, that Secured Party shall have the right at any time,
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upon the occurrence and during the continuation of an Event of Default and upon
written notice to Grantor of its intention to do so, to notify the obligors with
respect to any such amounts of the existence of the security interest created
hereby, and to direct such obligors to make payment of all such amounts directly
to Secured Party, and, upon such notification and at the expense of Grantor, to
enforce collection of any such amounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as Grantor
might have done. After receipt by Grantor of the notice from Secured Party
referred to in the proviso to the preceding sentence, (i) all amounts and
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proceeds (including checks and other instruments) received by
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Grantor in respect of amounts due to Grantor in respect of the Collateral or any
portion thereof shall be received in trust for the benefit of Secured Party
hereunder, shall be segregated from other funds of Grantor and shall be
forthwith paid over or delivered to Secured Party in the same form as so
received (with any necessary endorsement) to be held as cash Collateral and
applied as provided by Section 18, and (ii) Grantor shall not adjust, settle or
compromise the amount or payment of any such amount or release wholly or partly
any obligor with respect thereto or allow any credit or discount thereon.
SECTION 9. PATENT APPLICATIONS, COPYRIGHT REGISTRATION, RENEWAL AND
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LITIGATION AND DISPOSAL.
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(a) Grantor shall have the duty diligently, through counsel reasonably
acceptable to Secured Party, to (x) prosecute any patent application relating to
any of the Patents specifically identified in Schedule A annexed hereto that is
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pending as of the date of this Agreement, and to make application on any
existing or future unpatented but patentable invention, and (y) to make any
application for Registration on an existing or future unregistered but
copyrightable works (except for works of nominal commercial value) and (z) to do
any and all acts which are necessary or desirable to preserve and maintain all
rights in all Patents and Registration. Any expenses incurred in connection
therewith shall be borne solely by Grantor. Grantor shall not abandon any right
to file a patent application or any pending patent or registration application
or any Patent or Copyright without the prior written consent of Secured Party.
Notwithstanding anything contained in this subsection 9(a), Grantor need not
make federal application with respect to or take other action to preserve or
maintain, and may abandon, sell, assign (by operation of law or otherwise), any
right to file a patent or registration application, any pending patent or
registration applications or any Patents or Copyrights which are not,
individually or in the aggregate, material to the business or operations of
Grantor or any Subsidiary of Grantor which licenses or uses such Patents or
Copyrights or to the extent consistent with past practices and good business
judgment.
(b) Except as provided in Section 9(d), Grantor shall have the right
to commence and prosecute in its own name, as real party in interest, for its
own benefit and at its own expense, such suits, proceedings or other actions for
infringement, unfair competition, or other damage or reexamination or reissue
proceedings as are in its reasonable business judgment necessary to protect the
Collateral. Secured Party shall provide, at Grantor's expense, all reason able
and necessary cooperation in connection with any such suit, proceeding or action
including, without limitation, joining as a necessary party.
(c) Grantor shall promptly, following its becoming aware thereof,
notify Secured Party of the institution of, or of any adverse determination in,
any proceeding (whether in the United States Patent and Trademark Office or in
the United States Copyright Office or any federal, state or local court)
described in Section 9(a) or 9(b) or regarding Grantor's interests in any
Collateral. Grantor shall provide to Secured Party any information with respect
thereto reasonably requested by Secured Party.
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(d) Anything contained herein to the contrary notwithstanding, upon
the occurrence and during the continuation of an Event of Default, Secured Party
shall have the right (but not the obligation) to bring suit, in the name of
Grantor, Secured Party or otherwise, to enforce any Patent, Registration,
Copyright or Copyright Rights and any license thereunder, in which event Grantor
shall, at the request of Secured Party, do any and all lawful acts and execute
any and all documents required by Secured Party in aid of such enforcement and
Grantor shall promptly, upon demand, reimburse and indemnify Secured Party as
provided in Section 17 in connection with the exercise of its rights under this
Section 8. To the extent that Secured Party shall elect not to bring suit to
enforce any Patent, Registration, Copyright or Copyright Rights or any license
thereunder as provided in this Section 9(d), Grantor agrees to use all
reasonable measures, whether by action, suit, proceeding or otherwise, to
prevent the infringement by others of any of the Patents, Registrations,
Copyrights or Copyright Rights which are, individually or in the aggregate,
material to the business or operations of Grantor or any Subsidiary of Grantor
which licenses or uses such Patents, Registrations, Copyrights or Copyright
Rights, and for that purpose agrees to diligently maintain any action, suit or
proceeding against any Person so infringing necessary to prevent such
infringement.
SECTION 10. NON-DISTURBANCE AGREEMENTS, ETC. If and to the extent
--------------------------------
that Grantor is permitted to license the Collateral, Secured Party shall enter
into a non-disturbance agreement or other similar arrangement, at Grantor's
request and expense, with Grantor and any licensee of any Collateral permitted
hereunder in form and substance satisfactory to Secured Party pursuant to which
(a) Secured Party shall agree not to disturb or interfere with such licensee's
rights under its license agreement with Grantor so long as such licensee is not
in default thereunder and (b) such licensee shall acknowledge and agree that the
Collateral licensed to it is subject to the security interest created in favor
of Secured Party and the other terms of this Agreement.
SECTION 11. REASSIGNMENT OF COLLATERAL. If (a) an Event of Default
--------------------------
shall have occurred and, by reason of cure, waiver, modification, amendment or
otherwise, no longer be continuing, (b) no other Event of Default shall have
occurred and be continuing, (c) an assignment to Secured Party of any rights,
title and interests in and to the Collateral shall have been previously made and
shall have become absolute and effective pursuant to Section 12(f) or Section
16(b), and (d) the Secured Obligations shall not have become immediately due and
payable, upon the written request of Grantor and the written consent of Secured
Party, Secured Party shall promptly execute and deliver to Grantor such
assignments as may be necessary to reassign to Grantor any such rights, title
and interests as may have been assigned to Secured Party as aforesaid, subject
to any disposition thereof that may have been made by Secured Party pursuant
hereto; provided that, after giving effect to such reassignment, Secured Party's
--------
security interest granted pursuant to Section 1, as well as all other rights and
remedies of Secured Party granted hereunder, shall continue to be in full force
and effect; and provided, further that the rights, title and interests so
-------- -------
reassigned shall be free and clear of all Liens other than Liens (if any)
encumbering such rights, title and interest at the time of their assignment to
Secured Party and Permitted Liens.
11
SECTION 12. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby
----------------------------------------
irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full
authority in the place and stead of Grantor and in the name of Grantor, Secured
Party or otherwise, from time to time in Secured Party's discretion to take any
action and to execute any instrument that Secured Party may deem necessary or
advisable to accomplish the purposes of this Agreement, including without
limitation:
(a) upon the occurrence and during the continuation of an Event of
Default, to endorse Grantor's name on all applications, documents, papers and
instruments necessary for Secured Party in the use or maintenance of the
Collateral;
(b) upon the occurrence and during the continuation of an Event of
Default,to ask for, demand, collect, ▇▇▇ for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral;
(c) upon the occurrence and during the continuation of an Event of
Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above;
(d) upon the occurrence and during the continuation of an Event of
Default, to file any claims or take any action or institute any proceedings that
Secured Party may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of Secured Party with respect to
any of the Collateral;
(e) to pay or discharge taxes or Liens (other than Liens permitted
under this Agreement or the Credit Agreement) levied or placed upon or
threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Secured Party in its
sole discretion, any such payments made by Secured Party to become obligations
of Grantor to Secured Party, due and payable immediately without demand;
provided, however, that unless an Event of Default shall have occurred and be
-------- -------
continuing, Secured Party may not pay or discharge any such tax or Lien which is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and for which such reserve or other appropriate provision,
if any, as shall be required in conformity with GAAP shall have been made; and
(f) upon the occurrence and during the continuation of an Event of
Default, (i) to execute and deliver any of the assignments or documents
requested by Secured Party pursuant to Section 16(b), (ii) to grant or issue an
exclusive or non-exclusive license to the Collateral or any portion thereof to
any Person, and (iii) otherwise generally to sell, transfer, pledge, make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though Secured Party were the absolute owner thereof for all
purposes, and to do, at Secured Party's option and Grantor's expense, at any
time or from time to time, all acts and things that Secured Party deems
necessary to protect, preserve or realize upon the Collateral
12
and Secured Party's security interest therein in order to effect the intent of
this Agreement, all as fully and effectively as Grantor might do.
SECTION 13. SECURED PARTY MAY PERFORM. If Grantor fails to perform
-------------------------
any agreement contained herein within the time provided for performance
hereunder, Secured Party may itself perform, or cause performance of, such
agreement, and the expenses of Secured Party incurred in connection therewith
shall be payable by Grantor under Section 16.
SECTION 14. STANDARD OF CARE. The powers conferred on Secured Party
----------------
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the exercise of
reasonable care in the custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, Secured Party 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. Secured Party shall be deemed to have exercised reasonable care in
the custody and preservation of Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which Secured Party accords
its own property.
SECTION 15. COPYRIGHT LITIGATION AFTER DEFAULT. Upon the occurrence
----------------------------------
and during the continuance of an Event of Default, Secured Party shall have the
right but shall in no way be obligated to bring suit in the name of Grantor,
Secured Party or Lenders to enforce any Copyright, Registration, Copyright Right
and any license thereunder, in which event Grantor shall, at the request of
Secured Party, do any and all lawful acts and execute any and all documents
required by Secured Party in aid of such enforcement and Grantor shall promptly,
upon demand, reimburse and indemnify Secured Party and any other Indemnitee as
provided in Section 18 in connection with the exercise of their rights under
this Section 15. To the extent that Grantor shall elect not to bring suit to
enforce any Copyright, Registration, Copyright Rights or any license thereunder,
Grantor agrees to use all reasonable measures, whether by action, suit,
proceeding or otherwise, to prevent the infringement of any of the Copyrights,
Registrations or Copyright Rights by others and for that purpose agrees to
diligently maintain any action, suit or proceeding against any Person so
infringing necessary to prevent such infringement.
SECTION 16. REMEDIES. If any Event of Default shall have occurred
--------
and be continuing:
(a) Secured Party may exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default under
the Uniform Commercial Code as in effect in any relevant jurisdiction (the
"CODE") (whether or not the Code applies to the affected Collateral), and also
may (i) require Grantor to, and Grantor hereby agrees that it will at its
expense and upon request of Secured Party forthwith, assemble all or part of the
Collateral as directed by Secured Party and make it available to Secured Party
at a place to be designated by Secured Party that is reasonably convenient to
both parties, (ii) enter onto the property where any Collateral is located and
take possession thereof with or without judicial process, (iii) prior to the
disposition
13
of the Collateral, store the Collateral or otherwise prepare the Collateral for
disposition in any manner to the extent Secured Party deems appropriate, (iv)
take possession of Grantor's premises or place custodians in exclusive control
thereof, remain on such premises and use the same for the purpose of taking any
actions described in the preceding clause (iii) and collecting any Secured
Obligation, (v) exercise any and all rights and remedies of Grantor under or in
connection with the contracts related to the Collateral or otherwise in respect
of the Collateral, including without limitation any and all rights of Grantor to
demand or otherwise require payment of any amount under, or performance of any
provision of, such contracts, and (vi) 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 Secured Party's offices or elsewhere, for cash, on
credit or for future delivery, at such time or times and at such price or prices
and upon such other terms as Secured Party may deem commercially reasonable. To
the fullest extent permitted by law, Secured Party or any Lender may be the
purchaser of any or all of the Collateral at any such sale and Secured Party, as
agent for and representative of Lenders (but not any Lender or Lenders in its or
their respective individual capacities unless Requisite Lenders shall otherwise
agree in writing), shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Secured
Obligations as a credit on account of the purchase price for any Collateral
payable by Secured Party at such sale. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
Grantor, and Grantor hereby waives (to the extent permitted by applicable law)
all rights of redemption, stay and/or appraisal which it now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted. Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten days' notice to 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. Secured Party shall not be obligated to
make any sale of Collateral regardless of notice of sale having been given.
Secured Party may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. To
the fullest extent permitted by law, Grantor hereby waives any claims against
Secured Party arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Secured Party accepts
the first offer received and does not offer such Collateral to more than one
offeree. If the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all the Secured Obligations, Grantor shall be liable for the
deficiency and the fees of any attorneys employed by Secured Party to collect
such deficiency.
(b) Upon written demand from Secured Party, Grantor shall execute and
deliver to Secured Party an assignment or assignments of the Patents,
Copyrights, Registrations and Copyright Rights and such other documents as are
necessary or appropriate to carry out the intent and purposes of this Agreement.
Grantor agrees that such an assignment and/or recording shall be applied to
reduce the Secured Obligations outstanding only to the extent that Secured Party
(or any Lender) receives cash proceeds in respect of the sale of, or other
realization upon, the Collateral.
14
(c) Within five Business Days of written notice from Secured Party,
Grantor shall make available to Secured Party, to the extent within Grantor's
power and authority, such personnel in Grantor's employ on the date of the Event
of Default as Secured Party may reasonably designate, by name, title or job
responsibility, to permit Grantor to continue, directly or indirectly, to
produce, advertise and sell the products and services sold or delivered by
Grantor under or in connection with the Copyrights, Registrations and
Copyrights, such persons to be available to perform their prior functions on
Secured Party's behalf and to be compensated by Secured Party at Grantor's
expense on a per diem, pro-rata basis consistent with the salary and benefit
structure applicable to each as of the date of such Event of Default.
SECTION 17. APPLICATION OF PROCEEDS. Except as expressly provided
-----------------------
elsewhere in this Agreement, all proceeds received by Secured Party in respect
of any sale of, collection from, or other realization upon all or any part of
the Collateral may, in the discretion of Secured Party, be held by Secured Party
as Collateral for, and/or then, or at any other time thereafter, applied in full
or in part by Secured Party against, the Secured Obligations in the following
order of priority:
FIRST: To the payment of all costs and expenses of such sale,
collection or other realization, including all expenses, liabilities and
advances made or incurred by Secured Party in connection therewith,
including reasonable fees and expenses of its agents and counsel, and all
amounts for which Secured Party is entitled to indemnification hereunder
and all advances made by Secured Party hereunder for the account of
Grantor, and to the payment of all costs and expenses paid or incurred by
Secured Party in connection with the exercise of any right or remedy
hereunder, all in accordance with Section 16;
SECOND: To the payment of all other Secured Obligations (for the
ratable benefit of the holders thereof) in such order as Secured Party
shall elect; and
THIRD: To the payment to or upon the order of Grantor, or to
whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, of any surplus then remaining from such
proceeds.
SECTION 18. INDEMNITY AND EXPENSES.
----------------------
(a) Grantor agrees to indemnify Secured Party from and against any and
all claims, losses and liabilities in any way relating to, growing out of or
resulting from this Agreement and the transactions contemplated hereby
(including, without limitation, enforcement of this Agreement), except to the
extent such claims, losses or liabilities result solely from Secured Party's
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.
(b) Grantor shall pay to Secured Party upon demand the amount of any
and all costs and expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that Secured Party may incur in
connection with (i) the administration of this
15
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 Secured Party hereunder, or (iv)
the failure by Grantor to perform or observe any of the provisions hereof.
SECTION 19. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This
-----------------------------------------------
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the payment in full of the
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all outstanding Letters of Credit, (b) be binding
upon Grantor, its successors and assigns, and (c) inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured Party
and its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (c), but subject to the provisions of subsection 10.1 of
the Credit Agreement, any Lender may assign or otherwise transfer any Loans held
by it to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to Lenders herein or otherwise.
Upon the payment in full of all Secured Obligations (other than inchoate
indemnification obligations with respect to claims, losses or liabilities which
have not yet arisen), the cancellation or termination of the Commitments and the
cancellation or expiration of all outstanding Letters of Credit, the security
interest granted hereby shall terminate and all rights to the Collateral shall
revert to Grantor. Upon any such termination Secured Party will, at Grantor's
expense, execute and deliver to Grantor such documents as Grantor shall
reasonably request to evidence such termination.
SECTION 20. SECURED PARTY AS ADMINISTRATIVE AGENT.
-------------------------------------
(a) Secured Party has been appointed to act as Secured Party hereunder
by Lenders pursuant to the Credit Agreement. Secured Party shall be obligated,
and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking any action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement;
provided that Secured Party shall exercise, or refrain from exercising, any
--------
remedies provided for in Section 18 in accordance with the instructions of (i)
Requisite Lenders or (ii) after payment in full of all Obligations under the
Loan Documents other than any Lender Interest Rate Agreements, the holders of a
majority in notional amount of all Lender Interest Rate Agreements (or, if a
Lender Interest Rate Agreement has been terminated in accordance with its terms,
the amount then due and payable (exclusive of expenses and similar payments but
including any early termination payments then due) under such Lender Interest
Rate Agreements).
(b) Secured Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of resignation
by Administrative Agent pursuant to subsection 9.6 of the Credit Agreement shall
also constitute notice of resignation as Secured Party under this Agreement;
removal of Administrative Agent pursuant to subsection 9.6 of the Credit
Agreement shall also constitute removal as Secured Party under this Agreement;
and appointment of a successor Administrative Agent pursuant to subsection 9.6
of the Credit
16
Agreement shall also constitute appointment of a successor Secured Party under
this Agreement. Upon the acceptance of any appointment as Administrative Agent
under subsection 9.6 of the Credit Agreement by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Secured Party under this Agreement, and the retiring or removed Secured
Party under this Agreement shall promptly (i) transfer to such successor Secured
Party all sums, securities and other items of Collateral held hereunder,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Secured Party
under this Agreement, and (ii) execute and deliver to such successor Secured
Party such amendments to financing statements, and take such other actions, as
may be necessary or appropriate in connection with the assignment to such
successor Secured Party of the security interests created hereunder, whereupon
such retiring or removed Secured Party shall be discharged from its duties and
obligations under this Agreement. After any retiring or removed Administrative
Agent's resignation or removal hereunder as Secured Party, the provisions of
this Agreement shall inure to its benefit as to any actions taken or omitted to
be taken by it under this Agreement while it was Secured Party hereunder.
SECTION 21. AMENDMENTS; ETC. No amendment, modification, termination
---------------
or waiver of any provision of this Agreement, and no consent to any departure by
Grantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by Secured Party and, in the case of any such amendment or
modification, by Grantor. Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.
SECTION 22. NOTICES. Any notice or other communication herein
-------
required or permitted to be given shall be in writing and may be personally
served, telexed or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telefacsimile or telex, or three Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed. For the purposes hereof, the address of each party hereto shall be
as set forth under such party's name on the signature pages hereof or, as to
either party, such other address as shall be designated by such party in a
written notice delivered to the other party hereto.
SECTION 23. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
-----------------------------------------------------
No failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or privilege.
All rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
SECTION 24. SEVERABILITY. In case any provision in or obligation
------------
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and
17
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.
SECTION 25. HEADINGS. Section and subsection headings in this
--------
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.
SECTION 26. GOVERNING LAW; TERMS. THIS AGREEMENT AND THE RIGHTS AND
--------------------
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES,
EXCEPT TO THE EXTENT THAT THE CODE PROVIDES THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST 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. Unless otherwise defined herein or in the Credit Agreement,
terms used in Articles 8 and 9 of the Uniform Commercial Code in the State of
New York are used herein as therein defined.
SECTION 27. COUNTERPARTS. This Agreement may be executed in one or
------------
more counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
18
IN WITNESS WHEREOF, Grantor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
AFC ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
Notice Address:
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
General Counsel
AFC Enterprises, Inc.
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
S-1
CANADIAN IMPERIAL BANK OF COMMERCE,
as Secured Party
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇
Authorized Signatory
Notice Address:
Canadian Imperial Bank of Commerce
Agency Services
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇ ▇▇▇-▇▇▇▇
Facsimile: ▇▇▇ ▇▇▇-▇▇▇▇
S-2
SCHEDULE A
TO PATENT AND COPYRIGHT COLLATERAL SECURITY AGREEMENT
PATENTS ISSUED
====================================================================
File No. Country ▇▇▇▇ Patent No.
--------------------------------------------------------------------
PA-US-0001.00 U.S. Gas Fryer Heat 5,417,202
Exchanger (Ultrafryer)
--------------------------------------------------------------------
▇▇-▇▇▇▇-▇▇▇▇.▇▇ ▇▇▇▇▇▇ Flour & Batter Table 1064765
--------------------------------------------------------------------
PA-US-0003.00 U.S. Parallel Thrust 4,875,430
Propulsion System
--------------------------------------------------------------------
PA-US-0005.00 U.S. Method & apparatus for 4,153,736
basting & displaying
food (corn carousel)
--------------------------------------------------------------------
PA-US-0006.00 U.S. Method & apparatus for 4,230,066
basting & displaying
food
--------------------------------------------------------------------
PA-US-0008.00 U.S. Flour & Batter Table 3,597,035
--------------------------------------------------------------------
PA-US-0009.00 U.S. Current Limiting 4,335,345
Circuit for Switching
Regulator
--------------------------------------------------------------------
PA-US-0011.00 U.S. Fast service restaurant 250,842
building.
====================================================================
Schedule A-1
PATENTS PENDING
APPLICATION NO. FILING DATE
--------------- -----------
Schedule A-2
SCHEDULE B
TO PATENT AND COPYRIGHT COLLATERAL SECURITY AGREEMENT
UNITED STATES LICENSE AGREEMENTS
Schedule B-1
SCHEDULE C
TO PATENT AND COPYRIGHT COLLATERAL SECURITY AGREEMENT
U.S. COPYRIGHTS
Copyright Reg. No. Date of Issue
--------- -------- -------------
CP-US-0001.00 TXU 651-768 10/21/94
PERFECT FOODCOST
(VERSION 3.05)
FOREIGN COPYRIGHT REGISTRATIONS
Copyright Reg. No. Date of Issue
--------- -------- -------------
PENDING U.S. COPYRIGHTS
Copyright Reg. No. Date of Application
--------- -------- -------------------
C-1
