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Home My WebLink About01-3799 · COMMONWEALTH OF PENNSYLVANIA - UCC1 FINANCING STATEMENT PARTIES Uniform Commercial Code Form UCC-1 DeBtO~ name (laSt name first il ifTOIVldlJal) and maJling Aurefin-OroAmeriea Sales, LLC 6701 Nob Hill Road FeBIgNa[stampedbyfilingoolcer): oste, Tlltto, FIIIngl~e(sl~pedb~...ingolfinor):__ .. I r,l:. .'"~ · DeBtor name (last nome Bm n ifldiVi~l) ang mailing a~ress: · 1'Als Rltanelng $1alanlant is p'eaented for llling pursuant TO l~e Uniform~..er. fv~krc, iai . .~J~e, .:; 1,, landi;tobufiledv~mma(chenkap~icaUebux): "' ~4: Dedtor nome (laSt name firet it incividnol) and taming address: I n s,=~,y of foe Co==n,,mUh. I [] real e~taterecordsof County. E It Number st MaliOml shasta Ii aB/): 7 ~'secwif~ interest idmmatiam COLLATERAJ. Toronto Dominion Investments, Ino. idnotlfyanlateralbyhaman~X'lype: 909 Fannin Street All Debtor's e=oounts, chat. tel paper, =ontre=t Suite 1700 rights, dooume~ts, equ~pmmnt, general intangibles A~igno~a)ofSe~rMPaftynome~)OnotnomeDmtn&~ivid~J)an~ II by Debtor), instruments &nd inventory, &nd ad~eno~secm~ir~emsti~mag0~ products &ncT proceeds l~hereof, toge~/%er with all of the Collateral desor/bed in Sohedule A attaohecT hereto &nd made par~ hereof. Sp~l ~p~ st I~tl~ (CMCk ~ ~lc~le): [] (ch~k ~lyif d~d) P~c~ ~ the ~ifaMal a~ aim c~d. 9 []Ihs t~m'[~btor ~d 'S~md ~ m~ '~ md'L~r.' Id~tgy f~tnd ~l ~. ff ~wIl~t~e: Tbu ~l~i is. = Inolu~s (~k ~pd~ b~,))- 0 Ihs ten,s 'De,or and 'Sacred Pady' mean 'Condgnee' ard i~0 gouds which am or are to bucomaflmrea on - · Conslonor.' respectively, c. [] rdnsals or Ule like (inclu,ing bli and gas ) as ad, acted on - ODebtorisaTrmsmr~ng Ut~y. d. [] ancountoreulUngfromthesuJeo(minend$or thelike(Inclublngoiland gas)atthewailheador 3 tbu follovAng real eatat~ SECURITY PARTY SIGNATURE(S) Sf~eet Addremc ThisstathmentisflledwithoulytheSenoredParty'sdgnathretopsfoct Oeen~buda~Bouk __ of(checknoe) [] Deeds [] Modgage~atPaga(s) a orcudty Inha~t In cbllateraJ (check applicable buses))- for County. UnlfolTfl Parcd Idenifief a. [] acquired after a change of name, iderd~l~ or coqaorato s~Jctore of Ute Debtor. [] Descdhad on Addif~mal Sheer. b. [] as to which ~e filing has lapsed. Nm e~ renord owner (required only if no Debtor has an intamst of record): c. air,dy subject TO a suoudty inte~st in anndea' coun~ in Pennsyleanla- owhen the cblla~eral vms moved TO this county. Owhen the Debtor's reddenca or place of business was moved TO 10 this county. DEBTOR SIGNATURE(S) d. already subject TO a secudty ih~~- in anothe~ judscic~on- oeBtm' signature(s): [] when the cbllahaal was mo~d to Pennoyleania. [] wbufltheOd)tor'slonotJouwaSlllOWdtoPennoyleanla. A~/rafin-Oro~ric~L Sales ~ LLC ~eiIO~TTRF~ e. [] which Is prnoends of 1he collahaal dencdbud In blouk 9. in which asucudty interest vms previously perblclnd (also descdbu proceeds in secretary blouk 9. if qurchas~d v. ith nosh proue~ds and not adalcake¥ Title: ,.,ss~s.ant d~:dbud on ths ~glnal flcan¢lng tolerant). lb 11 Secured ParLy $1gnatare(s) RETURN RECEIPT TO: (required ody if bou(es) is checked above): 4 12 SCHEDULE A The "Collateral" hereunder means the following and any and all Proceeds (as hereinaRer defined) of the following: (i) any "cash collateral account" shall mean 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 mean any United States or foreign copyright owned by the Debtor now or hereaRer, 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 registration 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 hereaf~r owned, acquired or held by Debtor; (iv) any "conlracts," shall mean all contracts between Debtor and one or more additional parties to the extent the grant by Debtor of a security interest pursuant to this Agreement in its right, title and interest in any such contract is not prohibited by such contract without the consent of any other party thereto or would not give any other party to such conuact 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, inslrument or indenture; (v) any "deposit account" shall have the 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 hereat~er owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures now or bereafier 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 end accessories installed thereon or affixed thereto; (viii) any "general intangible" shall have the meaning assigned that term under the 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 (ix) any "instrument" shall have thc 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 mw 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-OroAmcrica Sales LLC, Parkway Capital Investors, LLC, various lenders from time to time party thereto and Toronto Dominion Inves~raents, Inc., as Administrative 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 hereafter owned by Debtor; (xi) any "letter-of-credit right" shall have thc meaning assigned to that term under the Code as in effect from time to time in thc State of New York; (xii) any "receivables," shall mcan any "account" as such term is defined in the Code as in effect from time to time in thc State of New York, now or hereafter owned by Debtor and, in any evcm, shall include, but shall not be limited to, all of such Debtor's rights to payment for ~oods sold or leased or services performed by such Debtor, whether now in existence or arising from time to time hereafter, 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, thc sale of which gave risc thereto, (c) all gnarantecs, endorsements and indemnifications on, or of, any of the foregoing, (d) all pow:rs of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith, (c) 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 instruments in connection therewith and amendments thereto, all notices to other creditors or secured parties, and certificates from filing or other regisuation officers, (g) all credit information, reports and memoranda relating thereto, and (h) ali 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 defined in thc Code as in effect fi.om time to time in the State of New York, now or hereaRer 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 dislributions, profits, losses and capital contributions (including, but not limited to, distributions in kind and liquidating dividends) and any other rights 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 interests, asset sales, or similar rearrangement or reorgauization; (xvii) any "marks" which shall mean all right, title and interest in and to any United States or foreign ~'adernarks, service marks and trade names now held or hereafter acquired by the Debtor, including any registration or application for regislration of any trademarks and service marks now held or hereafter 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 hereai~er made by the Debtor; and (xviv) all products and Proceeds ofany of the foregoing. As used herein, the term "Proceeds" means all "proceeds," as such term shall have the meaning assigned that ~m 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 pan 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 30254-2O04