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HomeMy WebLinkAbout01-1756THIS SPACE FOR USE OF FILING OFFICER FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain effective, with ce~ain exceptions, for 5 years from date of filing. A. NAME & TEL. # OF CONTACT AT FILER (optional) B. FILING OFFICE ACCT. # (optional) c~lease return copy to: 2T CORPORATION SYSTEM kttn: Tara Li Casino 33 7 Wa]nut Creek, CA 94596 '800) 874-8820 D. OPTIONAL OESIGNATION (ifapelicable): [] LESSOR/LESSEE [] CONSlGNOPJCONSIGNEEI-I NON-UCC FLUNG 1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb) ; la. ENTITY'S NAME OR Levi Strauss & Co. lb. IND~VIOUAL'S LAST NAME FIRST NAME 1c. MAILING ADDRESS CITY 1155 Battery Street San Francisco ld S.S. OR TAX ID.#ENTITYADD*NLOPTIONALDEBToRINFO RE Corporation1 e. TYPE OF ENTITY ORGANIZATIoNORIf' ENTITY'ScouNTRySTATEoF Delaware 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - inser~ only one debtor name (2,3 or 2b) 2a. ENTITY'S NAME OR 2b. iNDIVIDUAL'S LAST NAME FIRST NAME 2c. MAILING ADDRESS CITY MIDDLE NAME SUFFIX STATE COUNTRY POSTAL CODE CA USA 94111 lg ENTITY'S ORGANIZATIONAL LD.#. ~f any 2d. SS OR TAX ID.# OPTIONAL 2e TYPE OF ENTITY 2f. ENTITY'S STATE ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR ORGANIZATION 3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - inset only one secured parly name (3a or 3b) 3a. ENTITY'S NAME OR Bank of America, N.A., as Administrative Agent 3b. INDIVIDUAUS LAST NAME FIRST NAME MIDDLE NAME MIDDLE NAME SUFFIX STATE COUNTRY POSTAL CODE 2g. ENTITY'S ORGANIZATIONAL I.D.#. ~f any [] NONE SUFFIX 3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 1455 Market Street, 12th Floor San Francisco CA USA 94103 4. This FINANCING STATEMENT covers the Blair og types or items of property: All Debtor's right, title and interest in and to that certain collateral more particularly described in Schedule I attached hereto and by this reference incorporated herein. [] NONE Cumberland County 5. CHECK BOX [] This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfec[ a secudty interes~ 17. If filed in Florida check one >'~' ' debt~r~s~cati~nw~sc~/~i~[~:~isstate~r~b~in~cc~r`d~w~th~therst~tu~Dr~s~ns~additi~na~dat~ mayberequiredlU ;'~nUl~'~'~a~d u S. REQUIRED SIGNATURE(S) / ~/~/1 f / / g. []This FINANCING STATEMENT is ,o b, filed (for record) ~.~///~ / .~'/ Joseph Maurer IADDITIONALFEEI (1) FILING OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1 ) (TRANS) (REV, 1~18/95) PENNSYLVANIA SF1:418302.1 This Schedule [, consisting of 5 pages, is attached to and made a part ora financing statement naming the following parties: DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12th Floor San Francisco, CA 94103 The financing statement to which this Schedule I is attached and of which it is made a part covers ail of Debtor's right, title and interest in and to the following, in each case whether now or hereafter existing, whether tangible or intangible, or in which Debtor now has or hereafter acquires an interest and wherever the same may be located (the "Collateral"): (a) all equipment in all of its forms, all parts thereof and all accessions thereto; (b) all inventory in all of its forms, including (i) all goods held by Debtor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Debtor's business, (iii) all goods in which Debtor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by Debtor and all accessions thereto and products thereof(collectively the "lnventory~') and all negotiable and non-negotiable documents of title (including documents, warehouse receipts, dock receipts and bills of lading) issued by any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or governmental authority ("Person") covering any Inventory; (c) all accounts, contract rights, chattel paper, documents, instruments, letter-of- credit rights and other rights and obligations of any kind owned by or owing to Debtor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of- credit rights, or other rights and obligations; (d) all deposit accounts, including the restricted deposit accounts established and maintained by Secured Party, together with (i) all amounts on deposit from time to time in such deposit accounts and (ii) all interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (e) the "Securities Collateral'', which term means: SF1:417456.2 DEBTOR LEV[ STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12~h Floor San Francisco, CA 94103 (i) all shares of stock, partnership interests, interests in joint ventures, limited liability company interests and all other equity interests now or hereafter owned by Debtor in any Person that is, or becomes, a direct subsidiary of Debtor, including all securities convertible into, and rights, warrants, options and other fights to purchase or otherwise acquire, any of the foregoing now or hereafter owned by Debtor and the certificates or other instruments representing any of the foregoing and any interest of Debtor in the entries on the books of any securities intermediary pertaining thereto (the "Pledged Interests"), and all dividends, distributions, returns of capital, cash, warrants, options, fights, instruments, fights to vote or manage the business of such Person pursuant to organizational documents governing the fights and obligations of the stockholders, partners, members or other owners thereof and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests; provided, that if the issuer of any of such Pledged Interests is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) or a successor provision of the Internal Revenue Code), the Pledged Interests shall not include any shares of stock of such issuer in excess of the number of shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, fights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests; (ii) all indebtedness from time to time owed to Debtor by any obligor that is, or becomes, a direct or indirect subsidiary of Debtor, or by any obligor of which Debtor is a direct or indirect subsidiary, and the instruments evidencing such indebtedness (the "Pledged Debt"), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; and (iii) all other investment property, as that term is defined in the Uniform Commercial Code (the "UCC') of any relevant jurisdiction, of Debtor; (f) the "Intellectual Property Collatera£', which term means: (i) all rights, title and interest (including rights acquired pursuant to a license or otherwise) in and to all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names, business names, fictitious SF1:417456.2 DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent I455 Market Street, 12th Floor San Francisco, CA 94103 business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto, owned by Debtor, or hereafter adopted and used, in its business (collectively, the "Trademarks"), all registrations that have been or may hereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries, all common law and other fights in and to the Trademarks in the United States and any state thereof and in foreign countries, and all goodwill of Debtor's business symbolized by the Trademarks and associated therewith; (ii) all rights, title and interest (including rights acquired pursuant to a license or otherwise) in and to all patents and patent applications and rights and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned or held by Debtor and all patents and patent applications and rights, title and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned by Debtor in whole or in part, all fights (but not obligations) corresponding thereto (including the right, exercisable only upon the occurrence and during the continuation of an event of default, to sue for past, present and future infringements in the name of Debtor or in the name of Secured Party), and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof; and (iii) all rights, title and interest (including rights acquired pursuant to a license or otherwise) under copyright in various published and unpublished works of authorship including computer p~rograms, computer data bases, other computer software, layoms, trade dress, drawings, designs, writings, and formulas owned by Debtor (collectively, the "Copyrights '),all copyright registrations ~ssued to Debtor and applications for copyright registi~ation that have been or may hereafter be issued or applied for thereon by Debtor in ithe United States and any state thereof and in foreign countries (collectively, the "Copyright Registrations"), all common law and other rights in and to the Copyrights in the U~nited States and any state thereof and in foreign countries including all copyright]licenses (but with respect to such copyright licenses, only to the extent permitted by sgch licensing arrangements) (the "Copyright Rights"), including each of the Copyrights; rights, titles and interests in and to the Copyrights, all derivative works and other work~ protectable by copyright, which are presently, or in the future may be, owned, created (a~ a work for hire for the benefit of Debtor), authored (as a work for hire for the benefit oflDebtor), or acquired by Debtor, in whole or in part, and all Copyright Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, SF1:417456.2 DEBTOR LEV[ STRAUSS & CO. 1155 Battery Street San Francisco, CA 9411 l SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12m Floor San Francisco, CA 94103 throughout the world, including the right to renew and extend such Copyright Registrations and Copyright Rights and to register works protectable by copyright and the right, exercisable only upon the occurrence and during the continuation of an event of default, to sue for past, present and future infringements in the name of Debtor or in the name of Secured Party or the Lenders; (g) all information used or useful or arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas, and all other proprietary information; (h) to the extent not included in any other paragraph hereof, all general intangibles, including tax refunds, payment intangibles, other rights to payment or performance, choses in action, software and judgments taken on any rights or claims included in the Collateral; (i) all plant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof; (j) 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 (k) all proceeds, products, rents and profits 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 Party 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 hereof, 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. Notwithstanding anything herein to the contrary, (i) in no event shall the Collateral include, and Debtor shall not be deemed to have granted a security interest in (A) any of Debtor's rights or interests in any license, contract or agreement to which Debtor is a party or any of its rights or interests thereunder or any of its rights or interests in other property to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any SF1:4174562 DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12th Floor San Francisco, CA 94103 license, contract or agreement to which Debtor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity) or any agreement prohibiting or conditioning the creation or assumption of any lien upon its properly or assets or such rights or interests; provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, all such fights and interests as if such provision had never been in effect or (B) any real property leasehold, unless Debtor has executed a leasehold mortgage or leasehold deed of trust covering such real property leasehold and (ii) Debtor shall not be deemed to have granted a security interest in (A) any Principal Property, (B) any capital stock of any Restricted Subsidiary or (C) any Pledged Debt of or issued by any Restricted Subsidiary (as the terms "Principal Property" and "Restricted Subsidiary" are defined in the credit agreement under which Secured Party acts as administrative agent). SF1:417456.2 This Schedule I, consisting of 5 pages, is attached to and made a part ora financing statement naming the following parties: DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12th Floor San Francisco, CA 94103 The financing statement to which this Schedule I is attached and of which it is made a part covers all of Debtor's fight, title and interest in and to the following, in each case whether now or hereafter existing, whether tangible or intangible, or in which Debtor now has or hereafter acquires an interest and wherever the same may be located (the "Collateral"): (a) all equipment in all of its forms, all parts thereof and all accessions thereto; (b) all inventory in all of its forms, including (i) all goods held by Debtor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Debtor's business, (iii) all goods in which Debtor has an interest in mass or a joint or other interest or fight of any kind, and (iv) all goods which are returned to or repossessed by Debtor and all accessions thereto and products thereof (collectively the "Inventory") and all negotiable and non-negotiable documents of title (including documents, warehouse receipts, dock receipts and bills of lading) issued by any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or governmental authority ("Person") coveting any Inventory; (c) all accounts, contract rights, chattel paper, documents, instruments, letter-of- credit rights and other rights and obligations of any kind owned by or owing to Debtor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of- credit rights, or other rights and obligations; (d) all deposit accounts, including the restricted deposit accounts established and maintained by Secured Party, together with (i) all amounts on deposit from time to time in such deposit account~nd (ii) all interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (e) the "Securities Collateral", which term means: DEBTOR LEV[ STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12th Floor San Francisco, CA 94103 (i) all shares of stock, partnership interests, interests in joint ventures, limited liability company interests and all other equity interests now or hereafter owned by Debtor in any Person that is, or becomes, a direct subsidiary of Debtor, including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any o f the foregoing now or hereafter owned by Debtor and the certificates or other instruments representing any of the foregoing and any interest of Debtor in the entries on the books of any securities intermediary pertaining thereto (the "Pledged Interests"), and all dividends, distributions, returns of capital, cash, warrants, options, rights, instruments, rights to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the stockholders, partners, members or other owners thereof and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests; provided, that if the issuer of any of such Pledged Interests is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) or a successor provision of the Internal Revenue Code), the Pledged Interests shall not include any shares of stock of such issuer in excess of the number of shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Interests; (ii) all indebtedness from time to time owed to Debtor by any obligor that is, or becomes, a direct or indirect subsidiary of Debtor, or by any obligor of which Debtor is a direct or indirect subsidia~, and the instruments evidencing such indebtedness (the "Pledged Debt"), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; and (iii) all other investment property, as that term is defined in the Uni form Commemial Code (the "UCC') of any relevant jurisdiction, of Debtor; the "Intellectual Property Collatera£', which term means: (i) all rights, title and interest (including rights acquired pursuant to a license or otherwise) in and to all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names, business names, fictitious DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERiCA, N.A. As Administrative Agent 1455 Market Street, 12m Floor San Francisco, CA 94103 business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto, owned by Debtor, or hereafter adopted and used, in its business (collectively, the "Trademarks"), all registrations that have been or may hereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries, all common law and other rights in and to the Trademarks in the United States and any state thereof and in foreign countries, and all goodwill of Debtor's business symbolized by the Trademarks and associated therewith; (ii) all rights, title and interest (including rights acquired pursuant to a license or otherwise) in and to all patents and patent applications and rights and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned or held by Debtor and all patents and patent applications and rights, title and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned by Debtor in whole or in part, all rights (but not obligations) corresponding thereto (including the right, exercisable only upon the occurrence and during the continuation of an event of default, to sue for past, present and future infringements in the name of Debtor or in the name of Secured Party), and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof; and (iii) all rights, title and interest (including rights acquired pursuant to a license or otherwise) under copyright in various published and unpublished works of authorship including computer programs, computer data bases, other computer software, layot~ts, trade dress, drawings, designs, writings, and formulas owned by Debtor (collectively, the "Copyrights"), all copyright registrations issued to Debtor and applications for copyright registration that have been or may hereafter be issued or applied for thereon by Debtor in the United States and any state thereof and in foreign countries (collectively, the "Copyright Registrations"), all common law and other fights in and to the Copyrights in the United States and any state thereof and in foreign countries including all copyright licenses (but with respect to such copyright licenses, only to the extent permitted by such licensing arrangements) (the "Copyright Rights"), including each of the Copyrights, rights, titles and interests in and to the Copyrights, all derivat~ works and other works protectable by copyright, which are presently, or in the future may be, owned, created (as a work for hire for the benefit of Debtor), authored (as a work for hire for the benefit of Debtor), or acquired by Debtor, in whole or in part, and all Copyright Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, SF1:417456 2 OO ~)V DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12th Floor San Francisco, CA 94103 throughout the world, including the right to renew and extend such Copyright Registrations and Copyright Rights and to register works protectable by copyright and the fight, exercisable only upon the occurrence and during the continuation of an event of default, to sue for past, present and future infringements in the name of Debtor or in the name of Secured Party or the Lenders; (g) all information used or useful or arising from the business including all goodwill, trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas, and all other proprietary information; (h) to the extent not included in any other paragraph hereof, all general intangibles, including tax refunds, payment intangibles, other rights to payment or performance, choses in action, software and judgments taken on any rights or claims included in the Collateral; (i) all plant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof; (j) ali 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 (k) all proceeds, products, rents and profits 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 Party 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 hereof, 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. Notwithstanding anything herein to the contrary, (i) in no event shall the Collateral, inc[~d.e, and Debtor shall not be deemed to have granted a security interest in (A) any of Debtor s rigi'~ts or interests in any license, contract or agreement to which Debtor is a party or any of its rights or interests thereunder or any of its rights or interests in other property to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any 5F1:417456.2 DEBTOR LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 9411 l SECURED PARTY BANK OF AMERICA, N.A. As Administrative Agent 1455 Market Street, 12th Floor San Francisco, CA 94103 license, contract or agreement to which Debtor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity) or any agreement prohibiting or conditioning the creation or assumption of any lien upon its property or assets or such rights or interests; provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect or (B) any real property leasehold, unless Debtor has executed a leasehold mortgage or leasehold deed of trust covering such real property leasehold and (ii) Debtor shall not be deemed to have granted a security interest in (A) any Principal Property, (B) any capital stock of any Restricted Subsidiary or (C) any Pledged Debt of or issued by any Restricted Subsidiary (as the terms "Principal Property" and "Restricted Subsidiary" are defined in the credit agreement under which Secured Party acts as administrative agent). SF1:4174562