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Home My WebLink About01-3798 COMMONWEALTH OF PENNSYLVANIA - UCC1 ,OARTIES FINANCING STATr-;; ~.;;T Oe~tor ~ ~aflt r~le firet ITiddivi0L~l) a~d maJlin9 address: Ufdform Commercial Code Form UCC-1 Aurafin, L.L.C. 6701 No]:) Hill Road ;ilinONo.(stampedDyNingOlllcer): Dofe, Tlme, Fl~lgOlflGe(sTampedbylllingowcer): Oeblof nome (laflT frame Ilret IT snolviddal) and mailing add.ss: -~.~ ..-,_~ r' ~ '. 6 nddtgt limo (l&1t ilafl16 flf$t IT IllC~iddol) 8dd mailing address: [] Secrmry of the Commonwealth. [] moleolaterecordsof "~ (~ Count~ 6 lb liumlJer of MgIW Sddml [l any): 7 msm,d rmytmj ,,,(,) (,,=t ,,,, nret ITi,~viGu~) and ~,,, OptlddN 8p~..~ laloffflGMddl (Marl. 10 Cll~re): 8 fer secudty Inferest ill~atidd: COt. LATERAL Toronto Do,m4nion Znvestments, Zn=. idafltlyoulofofNt)yiTemafl~x'~jpe: 909 Fannin Street All Debtor's accounts, ohattel paper, oon~reot Suite 1700 rights, doouments, equipment, general intangibles Houston, TX 77010 2 (including any and &ll mM~rship interests owned Mt~N~l~;)0ast~m~1~iddi¥~)add h~ Debtor), instruments an~ inventory, and add~s~rs~u~yi~t~a~dd: pro~uots and prooeeds thereof, together wi~h of the Collateral d~soribe~ in Sohedule A hereto an~ mede ~rt hereof. ITpafllN lypae of Fartlafl (c~ck IT applicable): [] (check o~y if desired) Products o~ the collate/al are also cowaed. 9 [] The terms '0ebtof and 'Semecl Patty' mean 'Lessee' m~d 'Le~or.' Identify rofM real afltate, if applicable: The collateral Is, or includes (dleck appropdate box(es))- mspec~wly, a. [] crngs growing or tohegrowa (m- []TheWmo'Debter and'Seined PaiTy' meen'Cons~gnso'mcl b. [] g(mdswhlch areoraretobecomofixtumoon- 'Cof-eignar.' ms~eclively, c. [] minerals or the like (incluolng oil and gas ) as edracted on - [] Debtor b a Tnaw~t~ng Uddy. d. [] accounts resul~ng from the sole of minerals or the like (inoiuding oil and gas) at the wbllhsod or minehnad (m- Ute following rnal sotaw SECURITY PARTY 61GNATURE($) Sbeol Addrso.fc Thlsebttemonti$filedMthoulytheSecuredPaify'$signafuretopm~m.~ Dencdbedat:B(mk__ of(check(me) [] Deeds [] Mo(tgagas. atPaga(s) a seculif~ interest in cdlatefal (check applicable Ix~c(en))- tor County. UMform Parcd Iden'dfier a. [] acquired after a change of name. idenfi~v or COlT)orate stoJCtUre of the Tk~or. [] Dencdbed on Addifi(mal Sheet. b. [] as to which the filing has lapsed. Nm o~ raflml ovmer (required o~y ff no Debtor has afl interest of recold): c. already subject to a socudty ;,,~= =~.in another c(mnLy in Peafl~sooia- []when Ute coilaterel was mowd to this county. []when the Dol~or's residence or place of ~dnena was r(m~ to 1 0 this county. DEBTOR SIGNATURE(S) d. aimody subject to a socufity Interest in anolhef jud~c~(m- nddt0r 81gnofllre(N: [] when the collateral was mowd to Penn~'*'dnia. [] when the Debtor's IouaU(m was mowcl to Pennsylnarda. Autos--fin, T'.T'.C · e. [] which is proceeds olthe coilatenal deecdbed In bi(ink 9. in which a /~/T)e.'~ ;, ~Donatella Secretary/~ell°mare ;ecu~y intemot was predoudy perlected (also d~cdbe prou~ds In Title: block 9, If purchased ~th cash Ixoueed$ afld mt adeduaMy a described on the odglnal financing staternmt). lb 11 Seddred Pally Signltufe(s) RfnJRN RECEIPT TO:. (required (rely if hex(es) is checked ;iix]ye): RETURN'fO: CT Corporation System UCC 6ervices 111 Eighth Avenue, 13th Floor Nw York 10011 ;, NY SCHEDULE A The "Collateral" hereunder means the following and any and all Proceeds (as hereinafter defined) of the following: (i) any "cash collateral account" shall mcan a cash collateral account maintained with a bank approved by the Collateral Agent and subject to a blocked account agreement in form and substance satisfactory to the Collateral Agent, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Creditors; (ii) any "copyrights" which shall mcan any United States or foreign copyright owned by the Debtor now or hereafter, including any registration of any copyrights in the United States Copyright Office or the equivalent thereof in any foreign country, as well as any application for a United States or foreign copyright regis~'ation now or hereafter made with the -United States Copyright Office or the equivalent thereof in any foreign jurisdiction by Debtor; (iii) any "chattel paper," shall have the meaning assigned that term under the Uniform Commercial Code as in effect from time to time in the State of New York. (the "Code"), now or hereafter owned, acquired or held by Debtor; (iv) any "contracts," shall mean all contracts between Debtor and one or more additional parties to the extent thc grant by Debtor of a security interest pursuant to this Agreement in its right, title and interest in any such conUact is not prohibited by such contract without the consent of any other party thereto or would not give any other party to such contract the right to terminate its obligations thereunder; provided, that the foregoing limitation shall not affect, limit, restrict or impair the grant by Debtor of a security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such contract, agreement, instalment or indenture; (v) any "deposit account" shall have thc meaning assigned to that term under the Code as in effect from time to time in the State of New York; (vi) any "document" shall have the meaning assigned that term under the Code as in effect from time to time in the State of New York; (vii) any "equipment," as such term is defined in the Code as in effect from time to time in the State of New York, now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures now or hereafter owned by such Debtor and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; (viii) any "general intangible" shall have the meaning assigned that term under thc Code as in effect from time to time in the State of New York, and shall include, without limitation, all equity and other ownership interests in limited liability companies; 409944.1 30254-2004 2 (ix) any "instrument" shall have the meaning assigned that term under the Uniform Commercial Code as in effect from time to time in the State of New York; (x) any "inventory," which shall mean all merchandise, inventory and goods, and all additions, substitutions and replacements thereof, wherever located, together with all goods, supplies, incidentals, packaging materials, labels, materials and any other items used or usable in manufacturing, processing, packaging or shipping same; in all stages of production -- from raw materials through work-in-process to finished goods -- and all products and proceeds of whatever sort and wherever located and any portion thereof which may be returned, rejected, reclaimed or repossessed by the Collateral Agent (as defined in that certain Subordinated Loan Agreement dated on or about June 20, 2001, among Aurafin LLC, Aurafin-OroAmerica, LLC, Aurafin-OroAmerica Sales LLC, Parkway Capital Investors, LLC, various lenders from time to time party thereto and Toronto Dominion Inveslrnents, Inc., as Admini~u~tive Agent) from Debtor's customers, and shall specifically include, but not be limited to, all "inventory" as such term is defined in the Code as in effect from time to time in the State of New York, now or hereai~er owned by Debtor; (xi) any "letter-of-credit right" shall have the meaning assigned to that term under the Code as in effect from time to time in the State of New York; (xii) any "receivables," shall mean any "account" as such term is defined in the Code as in effect from time to time in the State of New York, now or herea~er owned by Debtor and, in any event, shall include, but shall not be limited to, all of such Debtor's rights to payment for goods sold or leased or services performed by such Debtor, whether now in existence or arising from time to time hereat~er, including, without limitation, rights evidenced by an account, note, contract, security agreement, chattel paper, or other evidence of indebtedness or security, together with (a) all security pledged, assigned, hypothecated or granted to or held by such Debtor to secure the foregoing, (b) all of such Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing, (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith, (e) all books, records, ledger cards, and invoices relating thereto, (f) evidences of the filing of financing statements and other statements and the registration of other inslruments in connection therewith and amendments thereto, all notices to other creditors or secured parties, and certificates from filing or other registration officers, (g) all credit information, reports and memoranda relating thereto, and (h) all other writings related in any way to the foregoing; (xiii) any computer programs of Debtor and any intellectual property rights therein and all other proprietary information of Debtor, including, but not limited to, any rights of Debtor in any secretly held existing or proprietary existing engineering and other data, information, production procedures and other know-how relating to the design, manufacture, assembly, installation, use, operation, marketing, sale and servicing of any products or business of Debtor worldwide whether written or not written; (xiv) any insurance policies now or hereafter in effect in which Debtor has any interest; 409944.1 30254-2004 (xv) any "goods," as such term is dcf'med in thc Code as in effect from time to time in the State of New York, now or hereafter owned by Debtor; (xvi) any "limited liability company collateral" shall mean (a)all interests in any LLC owned by Debtor; (b) all rights under the Operating Agreement of any LLC owned by Debtor; (c)all rights to receive cash distributions, profits, losses and capital contributions (including, but not limited to, distributions in kind and liquidating dividends) and any other fights and property interests arising out of or relating to any LLC owned by Debtor and/or any Operating Agreement; and (d)all other additional limited liability company interests, other securities or property (including cash) paid or distributed in respect of any LLC owned by Debtor by way of spin-off, merger, consolidation, dissolution, reclassification, combination or exchange of limited liability company interesls, asset sales, or similar rearrangement or reorganization; (xvii) any "marks" which shall mean all right, title and interest in and to any 'United Slates or foreign trademarks, service marks and trade names now held or hereafrer acquired by the Debtor, including any registration or application for registration of any trademarks and service marks now held or hereat~'r acquired by the Debtor, which are registered in the United States Patent and Trademark Office or the equivalent thereof in any State of the United States or in any foreign country, as well as any unregistered marks used by the Debtor, and any trade dress including logos, designs, company names, business names, fictitious business names and other business identifiers used by the Debtor in the United States or any foreign country; (xviii) any "patents" shall mean any United States or foreign patent to which the Debtor now or hereafter has title and any divisions or continuations thereof, as well as any application for a United States or foreign patent now or hereafter made by the Debtor; and (xviv) all products and Proceeds of any of the foregoing. As used herein, the term "Proceeds" means all "proceeds," as such term shall have the meaning assigned that term under the Code as in effect in the State of New York from time to time or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Collateral Agent or Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to 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) (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral and (iv) all tax refunds. 409944.1 30254-2004