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HomeMy WebLinkAbout01-1561 ' PAKIIES U FINANCING STATEMENt' Debte~ name (last name fiat n~ individual) and reading add.ss: II Uniform Commercial Code Form UCC-1 United Anises Rc~hy Company, a Delaware co~orafion II IMPORTANT - Please read it'l~UCtiOnS before completing el 10 E. Nichols Avenue J[Filing No. (stamped by filing offk:er): Date, lime, Filing Office (stamped by filing officer) Debtetname(lastnamerntifindi.adual)andmailingacldrelss:= ,l~('~ i' /5~ / ~ 5 The financing S~atement is presented for filing pursuant to the Uniform Commercial 1 a Code and a to be filed with the (check applicable box). Debtes name (lest name first if inchvidual) and mailing address: D Secreta~ of the Commonwealth. r~Prothonetary of Cumh=rland County Pmthnnmary County. r-lreal estate Records of County. 6 Number M Additional Sheets (if any) 16 7 O~nal saecial Idenlificati~n CMax. 10 charactersk _.~ I b secu~:l Pan, ties) name(s} (last name rrst if individual) an~l Idenbf7 collateral by item and/o~ type: address for security inte~.t ~nformation: Bankers Trust Company (mm'd on Schedule A hcrcto) 130 Lib~ny Street ¢" .~ ' , . New York NY 10006 t.. = ' ~ Attached Rid=r - Asdgnee(s) of Secured Pad~ name(s) 0asr name rnt if ~ r. · individual) and address for security interest inforrnatlen: : .. '. '~. [] {check oniv if deared) Pfoducls ol the collateral are ~l~¢~ (~over~d. ', ' ' q Identify related real estate i! applicable. }'he colla era ~'~ ~tc~uc~ (checli ~ppropriate box(es) - -~. · ' a. Dcmfl$ growing or to be grown on - ~.~ r-Jgoods which are or are to become lintum on- --~ 2a r-lminerals or the ~ke (including oil end gas) as extracted on - Special ~ypes of Paflies (Check ~f appl~ca ble); Daccoums resulting from the sale of minerals or the kke (:ncluding oil and gas) at r-lFhe terms 'Debtor" and "Secured Party" mean 'Lessee" the wellhead or minehead on - and "Lessor". ~specUvely. .= following real estate: liThe terms "Debt~" and "Secured Party" mean Street Address: "Consignee" and "Consignor". respectively. [}ese~bo at: Book of (check one) r-IDeeds DMortgages, at Page(s) _ i'~Debtor is a Transmitfincj Utilit),. 3 [ol County. Uniform Parcel Identifier.__ SECURED PARW SIGNAIURE(S) [] Descnbod on Acld~bonal Sheet. 1his statement is filed ~ only the Secured Pen'y's signature Name of recmd owner (required only if no Debte~ has an interest of record): to peri, ct a security interest m collateral (check app~cable box(es)). a. []acquired aRer a change of name, idenUty m corpor'ate 1 J--Jwhen the Debtor's residence or p~ace of bes~ness was ***PLEASE RETURN TO*** Secured Party Signature(s): CSC (Reduirecl only if box(es) is checked above): $~e Schedul. S =zach~d h.relo for.i~,,amre~ 2730 Gateway Oaks DHve, Suite ZOO Sacramento, CA 95833 Acct. #P6-0000-743-9 RIDER 1 Original UCC Filing (UCC-I) Project ID: 120968 Collmterml: 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, inveslmont p~operty, and general intangibles; (ii) all inventory wherever located: lilt) ali equipment, wherever located, and parts thereof and all accessions, additions, eaachments, improvements. substitaitons and replacements thereas and therefor; (iv) all computer hardware and software collateral, copyright collateral, patent collamrai. Iradematk collateral and trade secrets collateral; (v) all deposit accounts maintained with any financial institution; (vi) all books, records, writings, data bases. information and o~het proper~y relaUng to. used or useful in connection with. embodying, iocorpotating or referring to, any of ~he foregoing colla~erel; (vii) all other proper~y in the possession, custody ot ooutroi of the collateral agent, and all prop~ty in which the collateral agem now has or hereafter acquires e secur~iy interest fur the benefit of the secured parties; (viii) rights under insurance policies, tuner of credit rights, and supporting obligations, including without limitation guuranties; (ix) ell cash and cash equivalents held by the debtor nor otherwise included in die 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 o~er i~operty distributable no account of or received or receivable with respect to any of the foregoing colletetai:(xii) all products and proceeds of' the foregoing collateral: and (xiii) all the qock listed on Schedule I of Exhibit "AN attached hereto. All as more pa; alurly desetthnd in Exhibit "A' (including Schedule I) attached hereto and incorporated herein by ~his reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Realty Company) BANKERS TRUST COMPANY, as Collater':l 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"). 20290529v I SCHEDULE "B" UCC 1 FINANCING STATEMENT (cont'd) _SIGNATURE PAGE DEBTOR: UNITED ARTISTS REALTY COMPANY, a Delaware corporation Name:' r ' Raloh E,,~d¥ Title: Executing'Vice President SECURED PARTY: BANKERS TRUST COMPANY. as Collateral Agent By Name Title 20295438~'1 EXHIBIT "A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Realty Comoanv) 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: ia) 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 Software 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 20294952v I 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 hereafier 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, leuer 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 gal 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; (I) 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 I. 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 I 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 of a material obligation. Debtor agrees not to enter into any enforceable Contractual Obligation ofthe 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 Prooert¥ Collateral. For purposes of this collateral description, the following capitalized terms shall mean the following "Comr~uter Hardware and Sofiware Collateral" means all of Debtor's right, 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 rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing. "Copyright Collateral" means all of Debtor's right, title and interest in now existing and hereafter created or acquired copyrights and all semi-conductor chip product mask works of Debtor's. whether by statutory or common law. registered or unregistered, now or hereafter in force 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 right, 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, continuations-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 rights corresponding thereto throughout the world. · 'Trademark Collateral" means, except to the extent any thereof constitutes Excluded Collateral. all of Debtor's right, 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. Iogos, other source of business identifiers, prints and labels on which any ofthe foregoing have appeared or appear, designs and general intangibles ora like nature (all of the 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 countryg (b) Trademark licenses: (c) Reissues, extensions or renewals of any of the items described in subparagraphs (a) and (b) above; (d) The ~oodwill of the business of Debtor connected with the use of, 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 all 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 v-ay 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 Description of Pre-petition PledRed Shares (All owned by United Artists Realty Company) State of Issued and Per Certificate Issuer [ncorooration Outstanding Stock Value Nos. I. United Artists Properties CO 1,000 Common $1.00 2 ! Corp. PAI~ES FINANCING STATEMENT Debter name (last name first if individual) and mailing address: Uniform Commercial Code Form UCC-1 United Artists Really Company, a Delaware cm~poradon IMPORTANT. Please read instruct ons belore completing 91 I0 E. Nichols A~'enuc :iling NO. (st~,,~p=d by filing officer): Date, time, Rfing Office (stamped by filrng officer) Eni[lewood CO 80112 1 Debt(x name (last name first il'individual) and mailing address: The Firmflciag 51atemeflt is ;xesented for filing pursuant to the Uniform Commercial la Code encl is to be flied with the (check applicable box). Oebter name (last name f'~t if ~ndividual) and mailing address: r-lsecretar~ of the Commonwealth' r~Prothonotary of Cumberland Counl2,. Pmdinneaa~. County. Dreal estate Records of Count)'. 6 Numbe~ of Arlrli~,nal Sheets th' anv~ 16 7 1 b i'~r~ ~ a, TERAL 2 Assignee(s) of Secured Peity name(s) (last name fr':,t if a. r-lcrep$ growing or to be grown on - "Consignee" and "Consignor". respectively. •escape at: Book of (check one) r-IDeed$ I--IMortgages at Page(s) box(es))- a. [] acquired aft~ a change of name, identity er cerperate 1 (3 DF~TOR SlGNATUl;E($) b. •as to which the f~ng has lapsed. Debtor Signa~re(s): []when the DeMer's redder, ce (x place of business was RETURN TO*** Secured Party Signaaxe(s): ~ C,..~C Sacramento, CA ~$833 Acct. #P6-0000- 743.~ RI~ER 1 Original UCC Filing (UCC-I) Project ID: 120968 Collateral: All right, title and in,-rest of Ihe debtor, now owned and hereaf~r acquired. in and to: (i) all receivables, accounts, contracts, contract rights, chattel paper, documents, in$~'uments, invesuneot property, and general intangibles; (ii) all inventory wherever located: (iii) all equipment, wherever located, and pap'.s Ihereof and all accessions, additions, nttechments, improvements. substimitons and replacements Ihereto and therefor: (iv) all computer hardware and software collateral, copyright collateral, patent collateral, trademark collateral and trade secrets collateral; (v) all deposit accounts maintained wilh any financial inslitotion; (vi) all books, records, writings, data bases. information and other p~.rly relating to. used or useful in connection with. embodying, incorporating or referring to. any of the foregoing collateral; (vii) all other i~'oparly in the possession, custody or consol of the collateral agent, and all property in which the collaterel agent now has or hereafter acquires a securtiy in~eresl for the benefit of the secured parties; (viii) rights under insurance policies, letter of credit rights, and supporting '.bligetions. iocluding without limitation guarmties; (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 distributiom of any kind or anmre and all other properly distributable on account of or recoived or receivable wilh respecl to any of the foregoing collateral:(xii) all products and proceeds of the foregoing collateral: and (xiii) all the ~teck listed on Schedule I of Exhibit 'A" attached hereto. All as more pa. ularly described in Exhibit (including Schedule l) attached hereto and incorporated herein by this reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'd) (United Artiste Realty Company) BANKEi , TRUST COMPANY. as Collateral Agent {*'Collateral Agent") for and on behalf of the several lenders par~y from time to time to fa) that certain Restructured Term Credit Agreement dated as of February 2, 2001. as amended. supplemented, extended or replaced t'rom 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 I FINANCING STATEMENT (eont'd) . SIGNATURE PAGE DEBTOR: b~NITED ARTISTS REALTY COMPANY. a Delaware corporation Name: ' Ralvh E.~lTl~rd¥ Title: Executivl~rice President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By. Name Title 20295438vl EXHIBIT aA" UCC I FINANCING STATEMENT (cont'd) (United Artists Realty Company) DESCRIPTION OF COLLATERAl, I. 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, f~rnishings and fixtures; (d) All now existing and hereafter acquired Computer Hardware and Software 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, ifany, from time to time representing, evidaneing or deposited into such accounts, and all interest, dividends, cash. instruments and 20294952v I other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing: (0 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 righl, iitle 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 nov,' 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: (I) All products and proceeds of the foregoing Collateral. For purposes of this collateral description, the term "proceeds" includes whatever is receivable or received w'hen 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 !. As used herein, the term Co[latera~ ,hall not include the following ("Excluded Collateral"): items identified in the preceding clauses (a) through (m) of this Paragraph I 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 of a material obligation. Debtor agrees not to enter into any enforceable Contractual Obligation ofthe 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 I 1 Corp., a Colorado corporation except as acceptable to the Co[lateral 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 "Computer Hardware and Software Collateral" means all of Debtor's right, 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 oftbe foregoing, including, without limitation. any and all of Debtor's copyrights, licenses, options, warranties, service contracts, program services, test rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing. "Coo~ht Collateral" means all of Debtor's right, title and interest in now existing and hereafter created or acquired copyrights and all semi-conductor chip product mask works of Debtor's. whether by statutory or common law. registered or unregistet~l, now or hereafter in force throughout the world including, without [imitation. 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, clain,~ 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 right, 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, continuations=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 rights corresponding thereto throughout the world. "Trademark Collateral" means, except to the extent any thereof constitutes Excluded Collateral. all of Debtor's right, 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, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles ora like nature (all of the 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 ofthe items described in subparagraphs (a) and (b) above; (d) The ~oodwill of the business of Debtor connected with the use of. 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 all 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 Descriotion of Pre-petition Pledged Share5 (All owned by United Artists Realty Company) State of Issued and Per Certificate Issuer Incorooration Outstandin_.g Stock Value Nos. 1. United Artists Properties CO 1.000 Common $1.00 2 ! Corp. PA, Rn ES fiNANCING STA~MENT DeMes name (last name fi~t if individual) and mail,n; Uniform Commmcial Code Form UCC-1 United Artists Realty Compnny, a Delaware corporation . IMPORTANt* - P~ease read inr, tn ~tions before compJetinn 9110 E. Nichols AYcnue iling NO. (~_~,.p=d by fi ng officer): Date, l~me, rang Office (stempec~by filing officer) Englcwood CO 80112 1 Debtor name (last name f'rst if indN~dual) and reading adcl~ss: }'he Financing Statement ~s presented for filing pursuant to the Uniform Commercial la Code and ~s to be filed with the (check applicable box). Debtes name (last name first if individual) and mailing address: r-I secreta~j of the Commonwealth. r~Prothonotery of Cumherl3nd Cc, unly Prmh.nma~, County. r'Jreal estate Recoils of Count~/. 6 I b cc. I ATERAL 2 As~k:jaee(s) of Secured Party name(s) (last name f'rst if appropriate box(es) - a. Demps growing or to be grown on - Special Types of Pa~es (Check if applicable): d. r-laccounts resulting from the sale of mlnesals or the like (including oii and gas) at "Consignee" and "Consignor". respectively. Descdbe et: Book ___o! (check one) [] Deeds J"JMortgages. at Page(s). []Debtor a a TransmittJn~l UI~/. 3 for ..... County. Uniform Parcel Identifier box(es))- a. []acquired af~' a change of name, idenlity or corporate 10 b. []as to which the filing has lapsed. Debtor ~gnature($): d. ar~keady subject to a security interest in annther juNsdicl~on. (Required only if box(es) is checked above): Sacramcmo. CA 95833 4 RIDER 1 Original UCC Filing (UCC-I) Project ID: 120968 All right, title and imerest of the debtor, now owned and hereafter acquired, in and to: (i) all receivables, accounts, contracts, contract rights, chattel paper, documents, insn'ornents, investment property, and general intangibles; (ii) all inventory wherever located; {iii) all equipment, wherever located, and parts the~of and all accessions, additions, nnnchments, improvements, substituitons and replacements thereto and therefor; (iv} all computer hardware and software collateral, copyright collatoral, patent collateral, trademark collateral and trade secrets collateral; (v) ali deposit accounts maintained with any financial institutiOn; (vi) all books, records, writings, data heses, information and o~hor property reladng 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 socurtiy interest for the benefit of the secured parties: (viii) rights under insurance policies, letter of credit rights, and supporting obtigations, including without limitation guaranties: (ix) all cash and cash equivalents held by the debtor not o~horwise 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 ali other property distrihotab[n on account of or received or receivable with respect to any of the foregoing collateral:fxii) all products and prneneds of the foregoing collatFral; and (xiii) all the ~tnek listed on Schedule I of Exhibit "A" attached hereto. All es more pa. ularly des~.'rihed in Exhibit (including Schedule I) attached hereto and incorporated herein by this SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Realty Company) 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 SCH__~_EDULE "B" UCC 1 FINANCING STATEMENT (eont'd) . SIGNATURE PAGE DEBTOR: UNITED ARTISTS REALTY COMPANY, a Delaware corporation Name: Raloh E',lz~dY Title: ExecutivbArice President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By Name Title 20295438vl EXHIBIT "A" UCC I FINANCING STATEMENT (cont'd) (United Artists Realty Company) DESCRIPTION OF COLLATEILAL I. 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: fa) 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) Ali 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 acqui~l Computer Hardware and Software 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 hereafier 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 20294952vl 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 nov,' 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 I. 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 I 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 "Computer Hardware and Sof~ware Collatersl" means all of Debtor's right, 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 rights and indemnifications and any substitutions, replacements. additions or model conversions of any of the foregoing. "Convri~ht Collateral" means all of Debtor's fight, title and interest in now existing and hereafter created or acquired copyrights and all semi-cdnductor chip product mask works of Debtor's, whether by statutory or common law, registered or unregistered, now or hereafter in force 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 ofthe 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 right, 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, continuations-in-pan, 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 rights corresponding thereto throughout the world. "Trademark Col lateral" means, except to the extent any thereof constitutes Excluded Collateral. all of Debtor's right, 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, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles ora like nature (all of the 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 of, 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 all 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 tbr the breach or enforcement of any such Trade Secret license. SCHEDULE 1 DESCRIPTION OF STOCK Description of Pre-oetition Pledged Shar~ (All owned by United Artists Realty Company) State of Issued and Per Certificate Issuer [ncomoration Outstandino Stock Value Nos. 1. United ARists Properties CO 1.000 Common $1.00 2 i Corp. fiNANCING STA]EMEI~ pARllES Deb~' name (last name first if individual) and mailing addre-~: Uniform Commercial Code Form UCC-1 IMPOI~'ANT - ,'~=-.c read le~uctions before comoletino Unized Artists Really Company, a D~lawarc corporation · 9! 10 E. Nichols Avenue iling No. (stamped by ~ng officer): Dam, Tmte, Filing Olfice (s~amped by fihn9 u,,,c.~,) Enl~lcwo~l CO 80l 12 1 Debt~ name (last name fat i! individual) and mailing address 5 ihe Financing Ste~meflt is presented for fibng pursuant to the Uniform Commercml la Code and is to be flied with the (check applicaele box). · ' r-Isecretar~ of the Commonwealth. DeMer name (lest name first if ~ndividual) and madtng address: r~prothonotaryo[CumherlandCountyPm~lamma~. County. [-]real estate Records of County. 6 ~a~[ii-'- -,, ~ Ael~liflnqal Sha~t~ [if anY) 16 7 I b COrLA~EP. AL Seemed Pa~y0es) name(s) (last name f'nt if individual) and Identify collateral by item and/or type: Bankers Trust Company (conl'd on Schedule A hCrCLO) 130 [.ibeny New York NY 10006 Sec Attached Rider 2 Assignee(s) of Secured Pa~J name(s) (last name first It individual) and address for secunty ~ntemst information: [] [check only if desired~ p~n,~-tq of the collateral are also covered. 9 Idea~ related real estate if a pplica hie. The collateral is. or includes (check ippropriate box(es) · a. I--~c~ps growing or to be grown on - b. r-lgoods which are er are to become fixtme on - 28 c. Dmlnerais er the like (~ncleding oil and gas) as exuacted on - Special Types of Pe~ies (Check if applicable): d. I--~accounts Tesulting from the sale of minmais or the like (including oil and gas) at lithe terms 'Debtor" and 'Secured Party" mean "Lessee" the wellhead er minehead on - and 'Lessor". respectively. Che following real estate: r-iRe terms "Debtor' and "Secured Party" mean S~eal Address: 'ConSignee" and "Cons~grv~". respectively. Deserlpe at: Book. .... of (check one) ~]Deeds I--IModgages. at Page(s)____ [~fl~hlnr is a Transmittin~ Utility/. 3 for__. __Coupty. Uniform Parcel Identifier. SECURED pARW SIGNATURE(S) ~-] Descnbed on Additional Sheet. This statement is filed with only the Secra~cl Pony's si~natore Name of recerd ovmer (required only if no Debtor has an interest of record): to perfect a security ~ntemst in collateral (check apphcable box(es)). a. [-lacqubed alter a change of name, idenli~ er coqsesete DEBTOR SIGNAI]lla:rql stluctore of the Debtor. b. I--les to which the ~ing has lapsed. ~ebter Signature(s): Pennsytvania - [-Iwhen the collatmal was moved to this county. I--Iwhen the Deblor's residence er place of business was ~ to this county, ta d. already subject to a security intelest in aaothes jseisdicBon - l~when the collateral was moved m Pennsylvania. [-Iwhen the Debtor's lecati~n was moved to Pennsylvania. e. [--Iwhich is pl~ceeds of the collateral descltbed ~n block 9, in which a security interest was pre',~Ously perfected ;SC ID:1~0968 pA-C~mberland Ceumy describe proceeds in biock ~, if purchased with cash 1 proceeds and not adequately descnbod on the adequately described on the orlcjinal financing statement. REi'URN REC£1PT C$C The Unlt~l $[at¢~ ~ol~oradon Cempany Suite 100. 2730 Galeway Oaks Drive Secured Palt~ Signature(s): Sacramento. CA (Required only E box(es) is checked above): 4 12 Approved by the SecretaPJ of the Commonwealth of Pennsylvania