The URL can be used to link to this page

Home My WebLink About01-1560 PARTIES FINANCING SI'ATEMENT Debtor name (last name first if individual) and mailing address: Uniform Commercial Code Form UCC-1 United Artists Properties l Corp. a Colorado corporation IMPORTANT - P~ease read instructions before completino 9110 E. Nichols Avenue Filing No. (stamped by filing officer): Date, Time, Filing Office (stamped by filing officer) Debtor name (last name firSt if individual) and mailing address: C'C~ ~?' :" The Rnanc~ng Statement is presented for filing pursuant I~he Llnlf~ICr~ Commercml 1 a Code and is to be filed with the (check applicable box)~ ~. ~ ; "; Debtorname(lastnamefirstifindividual)andmailingaddress: r-lsecretanJoftheCommonwealth. ~,:~"" :- lb Secured Party(les) name(s) (last name first if individual) and address fei security interest information: Bankers Trust Company (cont'd on Schedule A hereto) J 30 Liberty Street New York NY 10006 rS~Prothonotary of Cumberland County Prothonotary J'-~real estate Records of Number of Additional Sheets (if any) 16 Optional Special Identification (Max. 10 characters): COLLATERAl. Identify collateral by item and/or type: See AttachedRidcr Assignee(s) of Secured Party name(s) (last name first if individual) and address for security interest information: 2a Special Types of Parties (Check if applicable): r-lThe terms "Debtor" and "Secured Party" mean 'Lessee" and 'Lessor", respectively. E]The terms "Debtor" and "Secured Party" mean "Consignee" and "Consignor", respectively. r-JDebtor is a Transmitting Utilky, 3 SECURED PARTY SIGNATURE(S) This statement is filed with on!y the Secured Party's ~gnature to perfect a security interest in collateral (check applicable box(es))- a. r-lacquired after a change of name, identity or corporate __ s~ucture of the Debtor. b, r-las to which the filing has lapsed. c. already subject to a security interest in another county tn Pennsylvania - Dwhen the collateral was moved to this county. E]when the Debtor's residence or place of business was moved to this county. d. already subject to a security interest in another jurisdiction - r"lwhen the collateral was moved to Pennsylvania, I--]when the Debtor's location was moved to Pennsylvania. e. r-lwhich is proceeds of the collateral described in block 9, in which a security interest was previously perfected describe proceeds in block 9, if purchased with cash proceeds and not adequately described on the adequately described on the original financing statement. Secured Party Signature(s): (Required only if box(es) is checked above): See Schedule B attached hereto for signatures [] (check only if desired) Products of the collateral a~e 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, r']goods which are or are to become fixture on c. r--Jminerals or the like (including oil and gas) as extracted on - d. r--lacceents resulting from the sale o! minerals el the tike (including el ~nd gas) at the wellhead or minehead on o the following real estate: Street Address: Describe at: Book~ of (check one) [] Deeds [~Mortgages, at P~tge(s) for County, Uniform Parcel Identifier ........ . E]Desc~ibed on Additional Sheet. Name of record owner (required only if no Debtor has an interest of record): DEBTOR SIG NAPJRE{S) Debtor Signature(s): See Schedule B attached hereto for si,Rnatures t 1_0 lb CSC ID: 120969 PA-Cumberland County Prothonotary ***PLEASE RETURN TO*** CSC 2730 Gateway Oaks Drive, Suite 100 Sacramento, CA 95833 Acct. #P6-0000-743-9 11 4 Oqqciq 3 - T'Lr. Aopr°ved bY the Secreta~ °f the C°mm°nwealth °f Pennsylvania C~ V/~7 12 RIDER 1 Original UCC Filing (UCC-I) Project ID: 120969 Collateral: All right, title and interest of the debtor, now owned and hereafter acquired. in and to: (i) all receivables, accounts, contracts, contract rights, chattel paper, documents, instruments, investment property, and general intangibles; (ii) all inventory wherever located; (iii) all equipment, wherever located, and parts thereof and all accessions, additions, attachments, improvements, ~uhstituitons and replacements thereto and therefor; (iv) ail computer hardware and software collateral, copyright collateral, patent collateral, trademark collateral and trade secrets collateral; (v) all deposit accounts maintained with any financial institution: (vi) all books, records, writings, data bas~s, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing collateral; (vii) all other property in the possession, custody or control of the collateral agent, and all property in which the collateral agent now has or hereafter acquires a securtiy interest for the benefit of the secured parties; (viii) rights under insurance policies, letter of credit rights, and supporting obligations, including without limitation guaranties; (ix) all cash and cash equivalents held by the debtor not otherwise included in the foregoing collateral; (x) all real property; (xi) all rights to and interest in all cash and non-cash dividends and/or distributions of any kind or nature and all other property distributable on account of or received or receivable with respect to any of the foregoing collateral:(xii) all products and proceeds of the foregoing collateral; and (xiii) all the stock listed on Schedule I of Exhibit "A" attached hereto. All as more particularly described in Exhibit 'A" (including Schedule 1) attached hereto and incorporated herein by this reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Properties I Corp.) BANKERS TRUST COMPANY, as Collateral Agent ("Collateral Agent") for and on behalf of the several lenders party from time to time to (a) that certain Restructured Term Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced from time to time, and (b) that certain Revolving Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829v I SCHEDULE "B" UCC 1 FINANCING STATEMENT (cont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS PROPERTIES I CORP., a Colorado corporation By Name: Title: Ex lePchutiEx)e~icev President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By Nme Title 20295438v! EXHIBIT "A" UCC I FINANCING STATEMENT (cont'd) (United Artists Properties I Coro.) DESCRIPTION OF COLLATERAL 1. Collateral. Subject to the last paragraph of this Paragraph 1, the Collateral shall consist of all right, title and interest of Debtor in and to the following: (a) All now existing and hereafter arising receivables, accounts, contracts, contract rights, chattel paper, documents, instruments, investment property, and general intangibles of Debtor, including but not limited to any and all partnership interests and/or interests in limited liability companies, 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 Debtor now and hereafter arising in and to all security agreements, guaranties, leases and other writings securing or otherwise relating to any such receivables, accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles; (b) All inventory of Debtor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease, all raw materials, work in process, materials used or consumed in Debtor's business and finished goods, all goods in which Debtor has an interest in mass or a joint or other interest or gifts of any kind (including goods in which Debtor has an interest or right as consignee), and all goods which are returned to or repossessed by Debtor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor; (c) All equipment of Debtor, now owned and hereafter acquired, wherever located, and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, without limitation, all machinery, tools, dies, blueprints, catalogues, computer hardware and software, furniture, furnishings and fixtures; (d) All now existing and hereafter acquired Computer Hardware and Soft:ware Collateral, Copyright Collateral, Patent Collateral, Trademark Collateral and Trade Secrets Collateral (as those terms are defined in Paragraph 2 below) (collectively~ the "Intellectual Property Collateral"); (e) All deposit accounts, now existing and hereafter arising or established, maintained in Debtor's name with any financial institution, and any and all funds at any time held therein and all certificates, and other writings, if any, from time to time representing, evidencing or deposited into such accounts, and all interest, dividends, cash, instruments and 20295427vl other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (f) All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral; (g) All other property of Debtor now or hereafter in the possession, custody or control of the Collateral Agent, and all property of Debtor in which the Collateral Agent now has or hereafter acquires a security interest for the benefit of the Secured Parties; (h) Rights under insurance policies, letter of credit rights, and supporting obligations, including without limitation guaranties; (i) All now existing and hereafter acquired cash and cash equivalents held by Debtor not otherwise included in the foregoing Collateral; 0) All real property of Debtor, including but not limited to any and all fee interests, leasehold interests, together with all right, title and interest of Debtor therein and in and to all buildings and other improvements now or hereafter located thereon, together with all leases, rentals, earnings, income, deposits, security deposits, receipts, royalties, revenues, issues, profits, proceeds and accounts receivable 'generated from the leasing, use and operation of all or any portion of the real property and/or improvements thereon to which Debtor may be entitled, whether now due, past due or to become due; (k) All rights to and interest in all cash and non-cash dividends and/or distributions of any kind or nature and all other property now or hereafter distributable on account of or received or receivable with respect to any of the foregoing Collateral; (1) All products and proceeds of the foregoing Collateral. For purposes of this collateral description, the term "proceeds" includes whatever is receivable or received when the Collateral or proceeds thereof is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance relating thereto; and (m) All the stock listed on the attached Schedule 1. As used herein, the term Collateral shall not include the following ("Excluded Collateral"): items identified in the preceding clauses (a) through (m) of this Paragraph 1 in which Debtor is prohibited from granting a security interest by the terms of any Contractual Obligation (as.defined in the Loan Agreements) or applicable law, or as to which the granting of a security interest would under the terms of any such Contractual Obligation (as defined in the Loan Agreements) reasonably constitute a breach or violation, or occasion the loss of material rights or interests or the incurrence ora material obligation. Debtor agrees not to enter into any enforceable Contractual Obligation of the type described in the preceding sentence in respect to assets having a value material in relation to the consolidated assets of United Artists Theatre Company, a Delaware corporation; United Artists Theatre Circuit, Inc., a Maryland corporation; United Artists Realty Company, a Delaware corporation; United Artists Properties I Corp., a Colorado corporation and United Artists Properties 11 Corp., a Colorado corporation except as acceptable to the Collateral Agent in the exercise of its reasonable discretion. 2. Intellectual Property Collateral. For purposes of this collateral description, the following capitalized terms shall mean the following "Comvuter Hardware and Software Collateral" means all of Debtor's fight, title and interest in now existing and hereafter created or acquired: (a) 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 and all peripheral devices and other related computer hardware; (b) Software programs (including both source code, object code and all related applications and data files), whether owned, licensed or leased, designed for use on the computers and electronic data processing hardware described in subparagraph (a) above; (c) Firmware associated therewith; (d) ' Documentation (including flow charts, logic, diagrams, manuals, guides and specifications) with respect to such hardware, software and firmware described in subparagraphs (a) through (c) above; and (e) Rights with respect to all of the foregoing, including, without limitation, any and all of Debtor's copyrights, licenses, options, warranties, service contracts, program services, test fights, renewal fights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing. "Copwi~,ht Collateral" means all of Debtor's right, title and interest in now existing and hereafter created or acquired copyrights and all semi-c onductor chip product mask works of Debtor's, whether by statutory or common law, registered or unregistered, now or hereafter in rome throughout the world including, without limitation, all of Debtor'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 all applications for registration thereof, whether pending or in preparation, all copyright and mask work licenses, the right of Debtor to sue for past, present and future infringements of any thereof, all rights of Debtor 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, excluding, in each case, all Excluded Collateral. "Patent Collateral" means, except to the extent any thereof constitutes Excluded Collateral, all of Debtor's fight, title and interest in now existing and hereafter created or acquired: (a) Letters patent and applications for letters patent throughout the world, including all of Debtor's patent applications in preparation for filing anywhere in the world and with the United States Patent and Trademark Office; (b) Patent licenses; (c) Reissues, divisions, conditions, cominuations-in-part, extensions, renewals and reexaminations of any of the items described in subparagraphs (a) and (b) above, and (d) Proceeds of, and rights associated with, the foregoing (including license royalties and proceeds of infringements suits), the right of Debtor to sue third parties for past, present or future infringements of any patent or patent application of Debtor, and for breach of enforcement of any patent license, and all fights corresponding thereto throughout the world. "Trademark Collateral" means, except, to the extent any thereof constitutes Excluded Collateral, all of Debtor's fight, title and interest in now existing and hereafter created or acquired: (a) Trademarks, trade names, corporate names, business names, fictitious business names, trade styles, service marks, certification makers, collective marks, logos, other source of business identifiers, prims and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature (all oftbe 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 in the United States Patent and Trademark Office or any office or agency of the United States of America or any State thereof or any foreign country; (b) Trademark licenses; (c) Reissues, extensions or renewals of any of the items described in subparagraphs (a) and (b) above; (d) The goodwill of the business of Debtor connected with the use off and symbolized by the item described in subparagraphs (a) and (b) above; and (e) proceeds of, and rights of Debtor associated with, the foregoing, including any claim by Debtor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, 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, except to the extent any thereof constitutes Excluded Collateral, common law and statutory trade secrets and all other confidential or proprietary or useful information and ail know-how obtained by or used in or contemplated at any time for use in the business of Debtor (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 the right to sue 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. SCHEDULE I DESCRIPTION OF STOCK NONE