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HomeMy WebLinkAbout01-1452COMMONWEALTH OF PENNSYLVANIA - UCC1 FINANCING STAI EMENT PARTIES Debtor name (last name fist if individual) and mailing address: Vector Tobacco Ltd. Claredon House - 2 Chruch St. Hamilton, Bermuda HMCX Debtor name (last name first if individual) and mailing address: Vector Tobacco U.,~ Ltd. 700 W. Main Street Durham, NC 27701 Debtor name (last name first if individual) and mailing adriress: Unifom~ Commercial Code Form UCC-I Secured Party(irs) name(s) (last name first if individual) and address for security interest information: BGLS Inc. 100 SE 2nd Street, 32nd Floor Miami, FL 33131 SEE ATTACHED FOR ADDL SECURED PARTY 2 Assignee(s) of Secured Party name(s) (last name first if individual) and address for security interest information: Figng No. (stamped by filing officer): , ~l~at%'fl~¢l~i ng Office (stamped by filing officer) i3c CUU Efib o COUNTY s This Financing Statement is presented for fil ~l~t [~[~[for m Commercial Code, and is to ~ filed with the (check applicable box): ~ Secmta~ of thc Commonwealth. m Prothonom. off ~rX~ County. D mai ~tate records of County. 6 Nutuber of Additional Sheets (if any): ~ 7 Optional Special Identification (Max, 10 characters): 8 COnilL Identify co~ateral by item an~or Wpe: See Exhibit A attached hereto and inco~orated herein for a description of the collateral and for the name of the record owner of the real prope~ for the pu~oses of perfecting Secured Pa~'s securi~ interest in the fixtures owned by Debtors. Special Types of Parties (check if applicable): SECURITy PARTY SIGNATURE(S) This statement is filed with only the Secured Party's signature to perfect a security interest in collateral (check applicable box(es))- a. r-lacquired after a change of name, identity or corporate structure of the Debtor. h. [] as Io which the filing has lapsed. c. already subject to a sccufi[7 interest in anotl~r county in Pennsylvania- Flwhen the collateral was moved to this county. C]wben the Debtors residence or place of business was moved to this county. d already subject to a secur~y imerest in another jurisdiction- [] when the collateral was moved to Pennsylvania. FI when the Debtor's location was moved to Pennsylvania. e 0 which is proceeds of the collateral described in block 9, in which a sccurily interest was previously perfected (also describe proceeds in block 9, if purchased with cash proceeds and not adequately described on the original financing statement). Secured Party Signature(s) (required only if box(es) is checked above): 2a ~1 (check only if desired) Products of the collateral arc also covered, 9 Identify related real estate, if applicable: The collateral is, or includes (check appropriate box(es))- a. [] crops growing or to be grown on - b. ~ goodswhichareoraretobecomefixtureson- C. [] minerals or the like (including oil and gas ) as extracted on - d [~ accounts resulting from the sale of minerals or the like (including oil and gas) at the wellhead or minehead on- the following real estate: Street Address: D~cnl~edat: t~ok -- of(checkon~) [] Deeds [~ Mo~gages, at Page(s) for County. Uniform Parcel Identifier [] Described on Additional Sheet. Name of record owner (required only if no Debtor has an interest of record): 'lb RETURN RECEIPT TO: 10 4 After Iqllng Return To: CT CORPORATION 17 South I-Ii~h Street Columbus, OI-143215 12 COMMONWEALTH OF PENNSYLVANIA- UCC 1 Item 2 Additional Secured Party: Vector Group Ltd. 100 SE 2nd Street, 32nd Floor Miami, FL 33231 178569-1 6372.001 3/7/016:02 PM EXHIBIT A TO UCC-1 FINANCING STATEMENT DEBTORS: VECTORTOBACCO LTD. VECTORTOBACCO~S~LTD. SECURED PARTIES: BGLS, INC. VECTORGROUP LTD. The collateral '(the "Collateral") constitutes all personal property of each Debtor, whether now owned or hereafter acquired, including, without limitation, the following property: (a) all shares of capital stock and all other securities whatsoever of whatever class, rank or type, now or hereafter owned by the Debtor, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock"); Co) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribufon or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor (including in the event of any consolidation or merger in which an issuer of Pledged Stock is not the surviving corporation, all shares of each class of the capital stock or other securities of the successor corporation formed by or resulting from such consolidation or merger, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; (c) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Debtor constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Debtor in respect of any loans or advances or in connection with the sale or disposition of Inventory or Equipment (each as defined below) or other goods sold or leased or for services rendered, all moneys due and to become due to the Debtor under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Debtor, and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); (d) ali instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Debtor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "Instruments"); (e) all inventory (as defined in the Uniform Commercial Code) of the Debtor, all goods obtained by the Debtor in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled ther~vith or added thereto (herein collectively called "Inventory_"); (0 all equipment (as defined in the Uniform Commercial Code) of the Debtor, including all motor vehicles, tractors, trailers and other like property, whether or not the title thereto is governed by a certificate of title or ownership (herein collectively called 'Equipment'); (g) each contract and other agreement of the Debtor relating to the sale or other disposition of Inventory or Equipment; (h) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Debtor covering, evidencing or representing Inventory or Equipment (herein collectively called "Documents"); (i) all rights, claims and benefits of the Debtor against any person or entity arising out of, relating to or in connection with Inventory or Equipment purchased by the Debtor, including, without limitation, any such rights, claims or benefits against any person or entity storing or transporting such Inventory or Equipment; (j) all copyrights, copyright registrations and applications for copyright registrations, and all licenses and other rights relating to the same ("Copyrights"), including, without limitation, all renewals, extensions, income, royalties, damages and payments now or hereafler due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, the right to sue for past, present and future infringements thereof, and all rights corresponding thereto throughout the world (the "Copyright Collateral"); provided that Copyright Collateral does not and shall not include any Copyright that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Copyright Collateral; (k) all patents and patent applications, and all licenses and other fights relating to the same ("Pal¢nW'), including, without limitation, the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereat~er due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, the fight to sue for past, present and future infringements thereof, and all rights corresponding thereto throughout the world C'Patent Collateral"); provided that Patent Collateral does not and shall not include any Patent that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Patent Collateral; (1) all trade names, trademarks and service marks, domain names, urls, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, and all licenses and other rights relating to the same ("Trademarks"), including, without limitation, all renewals of trademark and service mark registrations, all rights corresponding thereto throughout the world, the fight to recover for all past, present and future infringements thereof, all other fights of any kind whatsoever accruing 177106-3 2 thereunder or pertaining thereto, together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark. ("Trademark Collateral"); provided that Trademark Collateral does not and shall not include any Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral; (m) all farm products, including, without limitation, all seeds, crops, or supplies used or produced in farming operations or products of crops in their unmanufactured states or in the possession of Debtor in connection with any farming or producing operations, including, without limitation such farm products located in, on or above the real property described on ~chedule 1 attached hereto; (n) all other tangible and intangible personal property and fixtures of the Debtor, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Debtor described in the preceding clauses hereof (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Debtor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Debtor or any computer bureau or service Debtor from time to time acting for the Debtor; (o) all now owned or hereafter acquired fixtures, including leasehold improvements, located in, on above the real property described on Schedule 1 attached hereto, together with all rents and leases now existing or hereafter arising from such property to which the record owner is Liggett Group, Inc.; (p) All issues, deposits, Products, rents, profits and Proceeds derived of and from any and all of the foregoing Collateral and to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty, and all rights, benefits, judgments, executions, and payments or rights to payment, and rights to enforcement (but not obligations), in respect of any litigation or proceedings arising from time to time; and all choices in action or judgment payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; (1) Ail extensions, additions, modifications, improvements, betterments, renewals, substitutions and replacements of, for or to any of the Collateral wherever located, together with the products, proceeds, revenues, income, issues, rents and profits thereof, including without limitation, proceeds deriving from enforcement of any rights or benefits, and any replacements, additions or accessions thereto or substitutions thereof, and all rights or claims in or under insurance policies and to the proceeds of any insurance policies covering any of the other Collateral, all rights to unearned or refunded insurance 177106--3 3 premiums, and the proceeds of any insurance or condemnation awards or judgments, tax refunds, or any tort, contract or other claims regarding any of the other Collateral; (m) All other Collateral and all proceeds and products of the foregoing. Each Debtor hereby grants and regrants to Secured Party a continuing, perfected security interest in and to the foregoing Collateral 177106-3 4