HomeMy WebLinkAbout01-1966 PARTIES COMMONWEALTH OF PENNSYLVANIA. UCC1
Agway, Inc. Uniform Commercial Code Form UCC-1
333 Butternut Drive
Dewitt, NY 13214
~ Prothono~ff of~
~ ral e~te records of ~ Count.
I b Count.
tot securj~ interest informa~on:
6
as Agent
800 Connecticut Avenue 2 North
Norwalk, CT 06854 ' See Schedule I attached hereto and m~de a part
2 hereof.
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address f0~ secud~ Jnterest information:
. .~ .
["T~ . '~ )
~- : '.' ....
(?.~. ~ ....
-~' .,
a:::; 2c~ ~ . _; '
..... ~'-'.'. L..': ..
~ The te~s "Debtoe and "Secured Pa~ mean "Lessee" and "Lessor, ..... · ':', ":
respectJveIy. ~ (ch~k only if de~r~) Products of ~e collateral are al~ cover~.
[. .
-.~
relate~ real estate, it applicable: The coIlateraI is, or includes 9
~ The te~s "Debtoe and "Secured Pa~/mean "Co~ignee, and a. ~ crops growing or to be grown on -
"Consignor,, respectively, apPr~te
~ Debtor is a Transm~ing Ut~l~y. b. ~ goods which are or are to become fi~res on -
c. ~ minerals or the like Oncludjng oil and gas ) as ~acted on -
d. ~ accounts resul~ng from the ale of minerals or ~e like (including oil and gas) at ~e w~th~d or
SECI 3 mineh~d on-
the foJIo~ng r~l e~te:
~tement is fjI~ wi~ onIy ~e S~ur~ Pa~'s ~gna~re to pedect S~e~ Address:
L s~uri~ intere~ in collateral (ch~k applicable box(~)). Described at:
. ~ acquired aRer a change of name, iden~ or corporate ~UC~re of fo~ ~Coun~. Uniform Parc~ Iden~fi~
· e Debtor. ~ of (ch~kone) ~ D~s ~ Mo~gages, at Page(s)
~ as to which the filing has Iapsed. ~ Describ~ on Addi~onal She~.
aIready subject to a secud~ Jntere~ ~n anomer coun~ Jn Penns~vanJa. Name o~ recor~ owner (required only if no Debtor has an interest of record):
~when the colIateral was moved to this count.
~when the Debtor's re~dence or place of business was moved to
this count.
already subject to a securJ~ intere~ Jn another jurisdJc~on.
~ when the collateral was moved to Penns~vania. 10
~ when ~e Debtor's Ioca~on was mov~ to Penns~vania.
Agway, Inc
] which Js proc~s of ~e collateral describ~ in bloc~ 9, in which a ~ ·
securi~ Jntere~ was pr~i0u~y Ped~t~ (also d~cribe proc~s in
bJ0cE 9. if purchas~ wi~ cash process and not adwuat~y
describ~ on ~e original financing ~tement).
Secured Par~ Signature(s) lb
(required only jf box(es) Js checked above):
Leral Electri
Agent c Capital Co~oration, 11
RETU~NTO-
CT Corporation System
~ UCC Services
111 Eighth Avenue, 13th Floor
New York, NY 10011
12
.. PA 1.123097
SCHEDULE I
TO
UCC- 1 FINANCING STATEMENT
Debtor: Agway, Inc.
333 Butternut Drive
Dewitt, New York 13214
Secured Party: General Electric Capital Corporation, as Agent
800 Connecticut Avenue, 2 North
Norwalk, Connecticut 06854 - '
This financing statement covers all of the Debtor's fight, title and interest in, to and under
the following property, whether now owned by or ow/ng to, or hereafter acquired by or arising in
favor of the Debtor (including under any trade names, s les
owned or consimaed ,, ,,,. ,...._, .... . ty or derivations ther th ~nd
~,-, -,~ ~vtor, aha regamless of where located
(all of which being hereinafter collectively referred to as the "_Collater~").
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Contracts;
(iv) all Documents;
(v) all Equipment;
(vi) all Farm Products;
(vii) all Fixtures;
(viii) all General Intangibles;
(ix) all Goods;
(x) all Instruments;
· (xi) all Inventory (including all Energy Product Inventory);
(xii) all Investment Property;
(xiii) all Blocked Accounts, Concentration Accounts, depository
accounts, Disbursement Accounts, and all other deposit and other bank accounts and all
deposits therein;
(xiv) all money, cash or cash equivalents;
STM/i 92934. I
(xv) all Supporting Obligations;
(xvi) any Commercial Tort Claims; and
(xvii) to the extent not otherwise included, all Proceeds and products of
the foregoing and all accessions to, substitutions and replacements for, and rents and
profits of, each of the foregoing (including insurance proceeds).
The following terms shall have the meanings herein specified unless the context
otherwise requires (such definitions to be equally applicable to the singular and plural forms of -
the terms defines).
"A' "
accounB means all" ,,
accounts, as such term is defined in the Code, now
owned or hereafter acquired by any Debtor, including (a) all accounts receivable, other
receivables, book debts and other forms of' obligations (other than forms of' obligations evidenced
by Chattel Paper, Documents or Instruments), whether arising out of goods sold or services
rendered by it or from any Other transaction (including any such obligations that may be
characterized as an account or contract right under the Co
under al/purchase orders or receipts for goods or services~~~i (b)all of Debtor's rights in, to and
all of Debtor's rights to any goods
represented by any of the foregoing (including unpaid sellers' rights of rescission, replevin,
reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all
monies due or to become due to Debtor, under all purchase orders and contracts for the sale of
goods or the performance of' services or both by Debtor or in connection with any other
transaction (whether or not yet earned by performance on the part of Debtor), including the right
to receive the proceeds of said purchase orders and contracts, (e) all health care insurance
receivables and (f) all collateral security and guaranties of any kind, given by any Account Debtor
or any other Person with respect to any of the foregoing.
"Account Debto_r" means any Person who may become obligated to the Debtor
under, with respect to, or on account of', an Account.
"A~" means GE Capital in its capacity as Agent for Lenders or its successor
appointed pursuant to Section 9._7 of' the Credit Agreement.
"Agway Entities" means Agway, Inc., Agway Holdings Inc., Agway Financial
Corporation, Feed Commodities International LLC, Milford Fertilizer Company LLC, Brubaker
Agronomic Consulting Service LLC, Agway General Agency, Inc., Country Best Adams, LLC,
Country Best-DeBerry LLC, Agway Energy Products LLC, Agway Energy Services-PA, Inc.,
and Agway Energy Services, Inc.
"Blocked Accounts" has the meaning ascribed to it in ~ of the Credit
Agreement. -
"~.arg~" means all federal, state, county, city, municipal, local, foreign or other
governmental taxes (including taxes owed to the PBGC at the time due and payable), levies,
assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral, (b) the
Obligations, (c) the employees, payroll, income or gross receipts of Debtor, (d) Debtor's
ownership or use of any properties or other assets, or (e) any other aspect of Debtor's business.
STM/i 92934. l
"_Chattel Pape~r" means any "chattel paper," as such term is defined in the Code,
including electronic chattel paper, now owned or hereafter acquired by the Debtor, wherever
located.
"Closing Checklis3" means the schedule, including all appendices, exhibits or
schedules thereto, listing certain documents and information to be delivered in connection with
the Credit Agreement, the other Loan Documents and the transactions contemplated thereunder,
substantially in the form attached hereto as Annex =D to the Credit Agreement
"_C_Q~" means the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of New York; p.r.9._~~, that in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies
with respect to, A '
gent s or any Lender's Lien on any Collateral is governed by the Uniform
Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the
term "Eg.~" shall mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority or remedies and for purposes of definitions related to such provisions.
'"C'l~lll~ll']~°n~" means the Security Agreement, the Pledge Agreements,
the Mortgages, the. Intellectual Property Security Agreement and all similar agreements entered
into guaranteeing payment of, or granting a Lien upon property as security for payment of, the
Obligations.
"~" means a claim arising in tort with respect to which: (a)
the claimant is an organization; or (b) the claimant is an individual and the claim: (i) arose in the
course of the claimant's business or profession; and (ii) does not include damages arising out of
personal injury to or the death of an individual.
"~" has the meaning ascribed to it in ~ of the
Credit Agreement.
"Contract~" means al/" ,,
contracts, as such term is defined in the Code, now
owned or hereafter acquired by Debtor, in any event, including all contracts, undertakings, or
agreements (other than fights evidenced by Chattel Paper, Documents or Instruments) in or under
which Debtor may now or hereafter have any fight, title or interest, including any agreement
relating to the terms of payment or the terms of performance of any Account.
"_Copyright Licen~" means any and all rights now owned or hereafter acquired
by any Debtor under any written agreement granting any fight to use any Copyright or Copyright
registration.
"Convri~hts" means all of the following now owned or hereafter adopted or
acquired by any Debt;r: ~a~-~all copyrights and General Intangibles of like nature (whether
registered or unregistered), all registrations and recordings thereof, and all applications in
connection therewith, including all registrations, recordings and applications in the United States
Copyright Office or in any similar office or agency of the United States, any state or temtory
thereof, or any other country or any political subdivision thereof, and (b) all reissues, extensions
or renewals thereof.
STM/192934. I
"Credit Agreemen_t" means the Credit Agreement dated as of March~ 2001, (as
amended, restated, supplemented, replaced or otherwise modified from time to time), among the
Debtor, General Electric Capital Corporation, for itself, as lender, and as agent, and the other
lenders and parties signatory thereto from time to time.
"Disbursement Account~" has the meaning ascribed to it in Annex C of the
Credit Agreement.
"Documents" means all "documents," as such term is defined in the Code, now
owned or hereafter acquired by the Debtor, wherever located. -
"Energy Product Inventory" means all fuel, petroleum and energy products,
including without limitation, heating oil, propane, natural gas, kerosene, diesel fuel and gasoline,
now owned or hereafter acquired by the Debtor.
"F..ti°. '
_ a mment means all "equipment," as such term is defined in the Code, now
owned or hereafter acquired by Debtor, wherever located and, in any event, including all Debtor's
machinery and equipment, including processing equipment, conveyors, machine tools, data
processing and computer equipment, including embedded software and peripheral equipment and
all engineering, processing and manufacturing equipment, office machinery, furniture, materials
handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks,
forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and
nature, trade fixtures and fixtures not forming a part of real property, together with all additions .-
and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the
foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and fights with
respect thereto, and all products and proceeds thereof and condemnation awards and insurance
proceeds with respect thereto.
"Farm Products" means all "farm products" as such term is defined in the Code,
now owned or hereafter acquires by the Debtor, including but not limited to livestock and feeds.
"Fees" means any and all fees payable to Agent or any Lender pursuant to the
Credit Agreement or any of the other Loan Documents.
"Fixtures" means all "fixtures" as such term is defined in the Code, now owned
or hereafter acquired by the Debtor.
" E
G Capital" means General Electric Capital Corporation, a New York
corporation.
"General Intangibles" means all "general intangibles," as such term is defined in
the Code, now owned or hereafter acquired by any Debtor, including all right, title and interest
that such Debtor may now or hereafter have in or under any Contract, all payment intangibles,
customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and
reissues, extensions or renewals thereof, fights in Intellectual Property, interests in partnerships,
joint ventures and other business associations, licenses, permits, copyrights, trade secrets,
proprietary or confidential information, inventions (whether or not patented or patentable),
technical information, procedures, designs, knowledge, know-how, software, data bases, data,
STM/192934. !
skill, expertise, experience, processes, models, drawings, materials and records, goodwill
(including the goodwill associated with any Trademark or Trademark License), all fights and
claims in or under insurance policies (including insurance for fire, damage, loss and casualty,
whether coveting personal property, real property, tangible fights or intangible fights, all liability,
life, key man and business interruption insurance, and all unearned premiums), uncertificated
securities, chooses in action, deposit, checking and other bank accounts, fights to receive tax
refunds and other payments, fights to receive dividends, distributions, cash, Instruments and other
property in respect of or in exchange for pledged Stock and Investment Property, fights of
indemnification, all books and records, correspondence, credit files, 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 such Debtor or any computer bureau or service company from
time to time acting for such Debtor.
"Goods" means all "goods" as defined in the Code, now owned or hereafter
acquired by the Debtor, including embedded software.
"Governmental Authori~" means any nation or government, any state or other
political subdivision thereof, and any agency, department or other entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government.
"Instruments" means all "instruments," as such term is defined in the Code, now
owned or hereafter acquired by the Debtor, wherever located, and, in any event, including all
certificates of deposit, and all notes and other, without limitation, evidences of indebtedness,
other than instruments that constitute, or are a part of a group of writings that constitute, Chattel
Paper.
"Intellectual Property" means any and all Licenses, Patents, Copyrights,
Trademarks, and the goodwill associated with such Trademarks.
"Intellectual Property_ Security_ Agreement" means the Intellectual Property
Security Agreement made in favor of Agent, on behalf of itself and Lenders, by Debtor and
others, as amended from time to time.
"Intercompany Notes" has the meaning ascribed to it in Section 6,3 of the Credit
Agreement.
"Inventory" means all "inventory," as such term is defined in the Code, now
owned or hereafter acquired by the Debtor, wherever located, and in any event including
inventory, merchandise, goods and other personal property that are held by or on behalf of the
Debtor for sale or lease or are furnished or are to be furnished under a contract of service, or that
constitute raw materials, work in process, finished goods, returned goods, or materials or supplies
of any kind, nature or description used or consumed or to be used or consumed in the Debtor's
business or in the processing, production, packaging, promotion, delivery or shipping of the same,
including other supplies and embedded software.
"Investment Property_" means all "investment property" as such term is defined in
the Code now owned or hereafter acquired by the Debtor, wherever located, including (i) all
securities, whether certificated or uncertificated, including stocks, bonds, interests in limited
STM/! 92934.1
liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund
shares; (ii) all securities entitlements of the Debtor, including the rights of the Debtor to any
securities account and the financial assets held by a securities intermediary in such securities
account and any free credit balance or other money owing by any securities intermediary with
respect to that account; (iii) all securities accounts of the Debtor; (iv) all commodity contracts of
the Debtor; and (v) all commodity accounts held by the Debtor.
"I,g.!ld~" means GE Capital, the other Lenders named on the signature pages of
the Credit Agreement, and, if any such Lender shall decide to assign all or any portion of the
Obligations, such term shall include any assignee of such Lender. -
"License" means any Copyright License, Patent License, Trademark License or
other license of fights or interests now held or hereafter acquired by the Debtor.
"Lien" means any mortgage or deed of mast, pledge, hypothecation, assignment,
deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or
preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever (including any lease or title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the Code or comparable law of
any jurisdiction).
· "Loan DocumenB" means the Credit Agreement, the Notes, the Collateral
Documents, the Master Standby Agreement and all other agreements, instruments, documents and
certificates identified in the Closing Checklist executed and delivered to, or in favor of, Agent or
any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts,
notices, and all other written matter whether heretofore, now or hereafter executed by or on
behalf of any Debtor, or any employee of any Debtor, and delivered to Agent or any Lender in
connection with the Credit Agreement or the transactions contemplated thereby. Any reference in
the Credit Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to the Credit Agreement or such Loan Document as the
same may be in effect at any and all times such reference becomes operative.
"Master Standby Agreemen_t" means the Master Agreement for Standby Letters
of Credit dated as of the Closing Date among the Debtor, as Applicant(s), and GE Capital, as
issuer.
"Mortgaged Properties" has the meaning assigned to it in Annex D of the Credit
Agreement.
"Mortgages" means each of the mortgages, deeds of trust, leasehold mortgages,
leasehold deeds of trust, collateral assignments of leases or other real estate security documents
delivered by Debtor to Agent on behalf of itself and Lenders with respect to the M~)rtgaged
Properties, all in form and substance reasonably satisfactory to Agent.
"_N_o_~" means, collectively, the Revolving Notes and the Swing Line Notes.
STM/192934.1
"Obligations" means all loans, advances, debts, liabilities and obligations for the
performance of covenants, tasks or duties or for payment of monetary amounts (whether or not
such performance is then required or contingent, or such amounts are liquidated or determinable)
owing by Debtor to Agent or any Lender, and all covenants and duties regarding such amounts, of
any kind or nature, present or future, whether or not evidenced by any note, agreement or other
instrument, arising under the Agreement or any of the other Loan Documents. This term includes
all principal, interest (including all interest that accrues after the commencement of any case or
proceeding by or against Debtor in bankruptcy, whether or not allowed in such ease or
proceeding), Fees, Charges, expenses, attorneys' fees and any other sum chargeable to any
Debtor under the Credit Agreement or any of the other Loan Documents. _
"Patent License" means fights under any written agreement now owned or
hereafter acquired by the Debtor granting any right with respect to any invention on which a
Patent is in existence.
"P~tent-"
~ means all of the following in which the Debtor now holds or hereafter
acquires any interest: (a) all letters patent of the United States or of any other country, all
registrations and recordings thereof, and all applications for letters patent of the United States or
of any other country, including registrations, recordings and applications in the United States
Patent and Trademark Office or in any similar office or agency of the United States, any State, or
any other country, and (b) all reissues, continuations, continuations-in-part or extensions thereof.
"PB "
~ means the Pension Benefit Guaranty Corporation.
"Per n"
~ means any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability company, institution,
public benefit corporation, other entity or government (whether federal, state, county, city,
municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or
department thereof).
"Pledge Agreemen_t" means the Pledge Agreements of even date herewith
executed by the Agway Entities in favor of Agent, on behalf of' itself and Lenders, pledging all
Stock or interests, as the ease may be, and all Intercompany Notes owing to or held by them, as
amended from time to time.
"Proceed? means "proceeds," as such term is defined in the Code, including (a)
any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Debtor
from time to time with respect to any of the Collateral, (b) any and all payments (in any form
whatsoever) made or due and payable to the Debtor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by
any Governmental Authority (or any Person acting under color of governmental authority), (c)
any claim of the Debtor against third parties (i) for past, present or future infringement of any
Patent or Patent License, or (ii) for past, present or future infringement or dilution of any
Copyright, Copyright License, Trademark or Trademark License, or for injury to the goodwill
associated with any Trademark or Trademark License, (d) any recoveries by the Debtor against
third parties with respect to any litigation or dispute concerning any of the Collateral, (e)
dividends, interest, distributions and Instruments with respect to Investment Property and pledged
STM/! 92934.1