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HomeMy WebLinkAbout01-1563 __ ' PART1ES FINANCING STATEMENT Debar name (last name first if individual) and mailing address: Un~[orm Commercial Code Form UCC-1 Unized Artists Theatre Company, a Delaware coq)oration IMPORTANT - Pteese read instructions be(ore comolefino gl 10 E. Nichols Avenue .... ped by filing off'K=er): Date, time, Fiiing OBce (Stamr ped~by Fd~ng officer) Oebter name 0asr name first d individual) and mailing address: 5 The Financing Statement is presented for filing pursuant to the Uniform Commeroal la Code and a to be fded with the (c~eck applicable box). Debtor name (last name first if indiwclual) and reading address: [-J~ecretary o! the Commonwealth. r~Prothonotary of C'umb~rland Count). Pnqhon~ury County. I--Ireal estate Records o! County. 6 Number of Additional Sheels [if any) 16 7 Oolional S~cial Idenli~catten (Max. 10 characters}: ._~ 1 b COLLA~RAL C, c; Secured Pafty0es) name(s) (last name first ~f individual) and Identify collateral by item and/or type. ~.;~ · ' address for security interest infermafion: .~:, ~. = : 130 Liberty Street ~. ,. !.. ..- New ¥of~ NY See Atlached Rider O ! · ~ 2 ~.: , .: : Assignee(s) of Secured Pa~y name(s) (last name first if ~.: ~ ~ ~:~. . individual) and address fol security interest information: ...... ~(check only if clested} Products of tr~e collateral are -~ .n '~"Avere~. :-~ n Idenlify related mai estate if applicable. The collaleral is. o~ i~cludes (check appropriate box{es) - a. r-lerop= growing or to be growp on. b. ~-~§oods which ar~ or are to become §xB~ on - 2~ c. I--Iminesais or the like (including oil and gas) as ~xt~aCted on ~peclal l~pe~ of Pall~ {Check if applicable): d. I"laccounls resulling Irom ~he sele of minerais er the !ike (including I-~he terms "Debter" and "Seca~=d Party" mean 'Lessee" t~a welll~ead er rain. head on · and "Lesser". ~$p~cfively. he follo~nng real estate: [-11he terms "Debtor~ and ' Secured Party" mean Sl~eet Address: "Conagnee" and "Consignor". mspecfively. Descdbe at: Book--_.. of (c~eck one) [] Deeds []Mortgages, at Page(s) ..... []Debtor is a Transmitt~nc.i Utility/. 3 for ____County. Un~form Parcel Identifier SECURED PARTY SIGNAIIJRE(S) []Described on AddKional Sheet. '-- This statement is filed with only the Secured Party's signat~e Name of recoil owner (required only if no Debtor has an pnterest of recercJ): t~ perfect a security ~nterest in collateral (che~k applicable box(es)). a. []acquired after a change of name, identity or corpesate 1 · **PLEASE RETURN TOpm* Secured Perly Signature(s): C~C s. S~h~.]~ e =,=r~d h..,o r.. ~i~.=.,=~ 2730 Gateway Oaks Drive, Suite lO0 ~crm~er~o, CA 95833 Acct. #P~-0000- 743-~ RIDER 1 Original UCC Filing (UCC-l) Project I]): 120967 Collateral: All right, tltlc and interest of the debtor, now owned and hereaf~r acquired, in nnd to: (i) all receivables, nccoums, contracts, contrnct rights, chattel Imper. documents, instruments, invesUnent proper~y, and general intangibles; (ii) all inve.~y wherever Iocau~d; (iii) all equipment, wherever located, and parts thereof and all acc~-asi~ms, addilions, anacinnems, improvements. substimiums end repinceme~ts thereto and th~efor; (iv) all computer hardware and software collateral, copyright collateral, patcn~ colin~ral, u'edemark collateral and trade secr~s collateral; (v) all cleposi~ ~"~_ _unts maintained with any financial institution; (vi) ell books, records, writings, date t~.ses, information end o~er property ralatin~ to, used or useful in connection wi~h, embodying, incorporatin~ o~ refe~'in~ m, any of the foregoin~ collateral; (vii) all other prope~y in thc possession, custody or conu'ol o~ Ibc collateral ~,ent, end all property in which ~he collateral ~ent now has or hereai~r acquires e securliy interest for ~he benefit of ~he secured parties; (viii) rights under insurance policies, inU~ of credit ri~ts, and supportin~ oblig~ions, includin~ wi~out limitation guaranties; (ix) all cash end cash equivalents held by ~ho debtor not otherwise included in the foregoin~ 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 end ell other In'ope~y disu~tmUd~in on account of or received or receivebin with respect to ~y of ~he foregoing collateral:(xii) all products end pro~__~ of ~e foregoinB colleteral; and (xiii) all ~e stock listed on Schedule I of Exhibit 'A' attached hereto. All as more particularly described in Exhibit 'A' (includin~ Schedule 1) attached her~o and incorporated herein by this reference. SCHEDULE "A" UCC t FINANCING STATEMENT (cont'd) (United Artiste Theatre 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 Reslructured Term Credit Agreemem 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 Februa.~ 2, 2001. as amended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829vl SCHEDULE"B" UCC 1 FINANCING STATEMENT (eont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS THEATRE COMPANY. a Delaware corporation Name: '~ P~aloh E. Ha~' Title: Executive ~ce President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent Bv Name Title 2029.~438v I EXHIBIT UCC 1 FINANCING STATEMENT (eont'd) (United Artists Theatre Comonnvl 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, insmunents, investment proper~y, 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 ofor 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, con~racts, 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 gi~s 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, atxachments, 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, Patem 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 20294951vl 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) Ali 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 no! 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 hereal~er 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 ail 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 hereat~er dismibutable on account of or received or receivable with respect to any of the foregoing Collateral; (!) 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 1. As used herein, thc term Collateral shall not include the following ("Excluded Collateral"): items identified in the preceding clauses (a) through (m) of this Paragraph 1 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 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 1 ! Corp., a Colorado corporation except as acceptable to the Collateral Agent in the exercise of its reasonable discretion. 2. Intellectual Pmper~y Collateral. For purposes of this collateral description, the following capitalized terms shall mean the following "Computer Hardware and Sol. rare 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 sot~ 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. "Convri~tht Collateral" means all of Debtor's right, title and interest in now existing and hereafier created or acquired copyrights and all semi-conductur chip product mask works of Debtor's, whether by statutory or common law, registered or unregistered, now or hereai~er 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, ali 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, divisi°ns, 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 the~ 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 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 ail 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 nm such Trade Secret has been reduced to a writing or other tangible form including all documems 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 1 DESCRIPTION OF STOCK Description of Pre-petition Pledged Shares (All owned by United Artists Theatre Company) Issued and State of Outstanding Certificate Issuer lncorooration Stock Par Value Nos. 1. United Artists Theatre MD 100, Common $I.00 3 Circuit. Inc. 2. United Artists Realty DE 130, Common $.01 9 Company PARI]ES FINANCING STAIEMENT Debtor name (last name first if indiv~ual) and mading address: Uniferm Commercial Code Fo~m UCC-1 United Artists Theatre Company, a Dclawaxe corporalion INIPORFANT - Please read instructions before completing 9110 E. Nichols Avenue iling No. (stamped by filing officer): De~e, ~ime, F'.~ng Office (stamped by filing officer) En~lewood CO 801 ] 2 1 Debtor name (last name first if ~ndividual) and mailing address: The Financing S~atement is presented for filing pu~uant to the Uniform Commercial la Code and a to be filed with the (check applicable box). Debtor name (lest name first il individual) and mailing address: r-lsec~tary of the Commonwealth r~Prothonotary of Cumberland County Pn~h~nota:7 County. r 1real estate Reco~cls o! Count)'. 6 Secured Palty(ies) name(s) (last name f'rst if individual) and Identify collateral by item and/or type: 2 Assignee(s) ef Secured Party name(s) (last name first if ~ppropdate box(es) - a. Dcmps growing otto be grown on - Special Types ef Pa~es (Check if applicable): d. Decceums resulting from the sale of minerals or the like (including ot and gas) at 'Consignee" and "Consigr~or". respectively. Descdbe al: BOOk ._ef (check one) DDeeds DMo~tgages, al Page(si.. box(es))- a. []acquk~l after a change ef name, identity er cmporate 10 b. I-las to which the fang has lapsed. Debt~ ~gnature(s): Dwhen the Deb~m'$ residence or place of business ,,vas c ***PLEASE RETURN TO*** s, CSC (Required,only if pex(es) is checked above): 2730 Gateway Oaks Drive, Suite 100 Saerameato, CA 95833 Acct. #P5.0000.743.9 4 L' H q '-N Approved by the secret a~j of the Commonwealth o~' Pennsylvania Ri~ER Original UCC Filing (UCC. I) Project I~: 120967 All xighk ttil~ and interest of the dabt~, now owned and he~aflor a~quirud. in and to: (i) all rnceivablts, accounts, contracts, contract rights, chattel papor, documan~ instruments, invnsto~nt pmpor~, and ganoral inta~iblns: (ii) all invuntory wburtvor loc. and; (iii) all ~luipmant. whtmvm' I~_:~, and parts thtrcof and all accessions, addiiiom, attacluncots, improvtmants. substitoiiuns and rtplantrr~nts thereto and thertfor: (iv) all compum' hardware collatoral and trade s~or~ts collateral:, (v) all dq~it accounts malntain~ with any financial institution: (vi) all books, mcorda, writings, data basts. ingonnatiun and other prop~ r~laiing to..~d_ or nnsfal in connection with. embodying, incorporating or rfftrring to. any of the fortgoing (vii) all othtr ~ in tl~ IX~Stssinn. custody or control of the collattral ngant, and all ~ in which the collateral a~nt now has or hertaftor ncquirns a s~-rtiy internst for the ~anfit of tht s~unred panins; (viii) ri~ts undar insuranco poli¢ins. I~:er of orudii rights, and suppling oblipfions, including without limitation gunrantins; (ix) all cash and cnsh ~quivalunts held by the debtor not otherwis~ ianludud in the fortgoin~ colla~al; (x) all r~al prol~rty; (xi) all rights to and int~t in all cnsh and non-cash divid~ds and/or distributions of any kind or natort and all other proporty distributable un account of or r~c~iv~l or r~coivable with rtsp~ct to any of ;bu f~going collateral:(xii) all pruducts md IgOC~da of the fortgoing collattral: and (xiii) all the stock liami un Schedule I of F~ththii 'A' attached hereto. All ns mor~ particularly das~/bud in Edthil~! (including Sclmiule 1) auanhed hereto and incorporattti heroin by this SCHEDULE "A" UCC 1 FINANCING STATEMENT (cont'd) (United Artiste Theatre 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 Februa~ 2, 2001, as amended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829v1 SCHEDULE "B" UCC 1 FINANCING STATEMENT (eont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS THEATRE COMPANY, a Delaware corporation Name: ~ ~ 15,alph~.F_/,~ardv Title: Executi-v'e Vice President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By. Name Title 20295438vl EXHIBIT "A' UCC 1 FINANCING STATEMENT (eont'd) (United Artists Theatre Company) DESCRIPTION OF COLLATERAL 1. Collateral. Subject to the last paragraph of this Paragraph I, 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, cpntract 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 ofor in connection with the sale or lease of goods or the rendering of services, and all fights 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 hereal~er 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, insuuments and 20294951 v 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; (fi 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 hereai~er acquires a security interes~ 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; (j) 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 berenRer 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 Sehedule 1. 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 1 in which Debtor is prohibited from granting a security interest by the terms of any Conu'actual Obligation (as defmed 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 nfa 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 A~ists Properties 1 Corp., a .Il 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 Probertv Collateral. For purposes of this collateral description, the following capitalized terms shall mean the following "Comnuter Hardware and Software Collateral" means all of Debtor's right, title and interest in now existing and hereal~er created or acquired: (a) Computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, fealures. 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, sol, ware 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. "~ateral" 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. "~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) 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 furore 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 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 subl~agraphs (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 ail 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 ail documents and things embodying, incorporating or referring in any way m such Trade Sec~t, all Trade Sec~t licenses, including the right to sue for and to enjoin and to collect damages for the acmai or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secrel license. SCHEDULE I DESCRIPTION OF STOCK Description of Pre-petition Pledged Shares (All owned by United Artists Theatre Company) Issued and State of Outstanding Certificate Issuer lncorooration Stock Par Value Nos. 1. United Artists Theatre MD 100, Common $1.00 3 Circuit, Inc. 2. United Artists Realty DE 130, Common $.01 9 Company PAR11ES FINANCING STAILqMEIMT Debtor name (last name first if ,ndividual) and mailing address: Unifoml Commorcial Code Form UCC-1 United Artists Thcau= Company. s Delaware corporation IMPORTANT - please read instructions before completinq 9110 E. Nichols Avenue :iling No. (stamped by filing officer): Date, 11me, Fang Off'ice (stamped by filing officer) Englewood CO 80112 1 Debtm name (last name first if individual) and mailing address: 5 the financing Statement k presented for filing pursuant to the Uniform Commercial 1 a Cede and is to be filed w~th the (check app~cable box). Debtor name (last name first if ,ndividual) and mailing addre-~: r-lsecre[ary of the Commonwealth. I~Prothonotary of Cumberland Cnunty Prothonotat7 County. r-lreal estate Records of Count),. 6 Numhe~ ~ Additional Sheete fif any1 16 7 omthnof Soecial Idenlification fMax. 10 characters): ~l 1 b COU. AIERAL Secured Party(las) name(s) (last name first ~f indiv~clual) and Identify collateral by item and/or type: address for security interest information: Bankers Trust Company (com'd on Schedule A hereto) 130 Liberty Sutet New York NY 10006 See Attached Rider 2 As[Jgrree(x) of Secused Pmty name(s) (last name fat ~f individual) and address for security interest information: r~¢check only ~f dc=si'nd) Products of the collateral are also cov~r~. 9 Idenfif~ related real estate if applicable. The collateral is. or includes (check appropriate box(es) - a. r'lo. ops growing or to bo grown on- b. r-lgoods which are or are to become fixtose on - 2a c. I-Iminerak or the like (iiK::luding ou and gas) as extracted on - Special Types of Parties (Check ii= applicable): d. I"]accour4s resulting from the sale of minerals or the like (including oil and gas) at r-IThe terms "Debtor" and "Secured PerLy" mean "Lessee" the wellhead or minehead on - and "Lessor'. respectively the following real estate: DThe terms "Debtor" and 'Secured Party" mean Stmnt Address: "Consignee" and ' Consignor". ~spect~vely. Dascdbe at: Book of (check one) r-IDeeds I-]Mertgages. at Page(s)___ r-lDebter a a Trensmitt~nc, I Ufilit:/. 3 for ..... County. Un~form Parcel Identifier .... SECURED PARTY SlGMAIURE(S) DDescribed on Additional Sheet. 1his statoment Is Bed with only the Secured Party's Mgnatore Name of retard owner (required only if no Debtor has an interest of record): to pan, act a security interest in collateral (check applicable box(es))- a. [-lacquired aRer a change of name, identity er corporate 10 struct~e of the Debter. DEBTOR ~GNAnlm:r~ b. I-les to which the filing nas lapsed. Debtor Signattae(s): c. already subject to a secunty interest in annther county in See Schedule B atblched hereto for si[enamre~ Pennsylvania · r-lwhen the collatmal was moved to th5 county. r-lwhen the Debter's residence or place of business was moved to t~s county, la d. already subject to a security interest in aeather ju~dic~ion · I--Iwhen the collateral was moved to Pennsylvania. []when the Debtor's location was moved to Pennsyivania. lb e. []which a preceed$ of the collateral described in block 9. in which a security interest was previously perfected CSC ID:120967 PA-Cumberland County Prothonotary describe proceeds ~n block 9, if pumhased with cash proceeds and not adequately described on the 11 adequately descnbed on the eriginal financing statement. RETURN RECEIPT TO: CSC The Unik'd Slates Corporation Company SecL~ed Perly Signature(s): Suite 100, 2730 Gateway Oak~ Drive (Requmd only if box(es) is checked above): Sacramento, CA 95833 4 12 Approved by the Secretary of the Commonwoalth of Pennsylvania RIDER 1 Original UCC Filin~ (UCC-I) Project ID: 120967 C~latand: All right, tith: and ina'~st of the deb~-, now owned and h~eafi~ acquired. in and to: (i) all receivables, accounts, contracts, contract righL~ chm~J paper, documents, insWomems, investment properly, and general intangibles; (ii) all inventm*y wherever located; (iii) all equipment, wherever located, and parts thereof and all accessions, additions, atutehments, improvcmmm. substituitons and replacements thereto and thes~for; (iv) all compum' hardware and software collateral, copyright collateral, patent collateral, trademark collateral and trade secrets collateral; (v) all deposit accounts maintained with any financial institution; (vi) all books, records, writings, a**l bases. info,nation and other properly relating to. used or useful in connection with. embodying, incofporatin8 or referring to. any of the foregoin~ collateral; (vii) all ether property in the lmssession, custody or control of the collateral agent, and all pro~erty in which the collateral agent now has or hereafter acquircs a securtiy interest fro' the benefit of the secured panics; (viii) fights under insurance policies, letter of c~dit fights, and SUl~ oblig~ons, including without limitation guaranties; (ix) ail cash and cash equivalents held by thc debtor not otherwise ine!u~__.M_ in the collateral; (x) all real properly; (gl) all rights to and interest in all cash and non~mh dividends and/or dislributions of any kind or nature and all other propeflT distributable on account of oF rec~ivcd m' receivable with respect to any of the foregoin8 collateral:(xii) all Im2ducls md proceeds of the foregoing colhteral; and 0alii) all the s~ock listcd on Schedule 1 of F. xhibit *A* attached hereto. All as more particularly describcd in Exhibit (includins Schedule 1) attached hereto and incorporated herein by this reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Theatre 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"). 20290829vl SCHEDULE "B" UCC 1 FINANCING STATEMENT (cont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS THEATRE COMPANY, a Delaware corporation Name: ~7 - P~aloh~'~ardv Title: Execut~e Vice President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By Name Title 20295438vl EXHIBIT ~A~ UCC 1 FINANCING STATEMENT (cont'd) (United Artists Theatre Comuauv) DESCRIPTION OF COLLATERAL I. Collateral. Subject to the last paragraph ofthis 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. cqntract rights, chattel paper, documents, instruments, investment pwpeny, 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 sezvices, 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, conu'act rights, chattel paper, documents, instalments and general intangibles; (b) All inventory of Debtor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal pwperty 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) Ail 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 Collau;ral, 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 ali 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, insirmnents and 20294951vl 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; (.j) 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 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 thc foregoing Collateral; (I) All products and proceeds ofthe 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 thc attached Schedule 1. 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 of thc type described in the preceding sentence in respect to assets having a value material in relation to the consolidated assets of United Artists TheaUe Company, a Delaware corporation; United Artists Theatre Circuit, Inc., a Maryland corporation; United Artists Realty Company, a Delaware corporation; United Artists Properties 1 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 Prot~rtv 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 sot~ disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware; (b) SoRware 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 ail 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 ail semi-conductor chip product mask works of Debtor's. whether by statutory or common law, registered or unregistered, now or hereat~er in force throughout the world including, without limitation, all of Debtor's right, title and interest in and to ail copyrights and mask works registered in the United States Copyright Office or anywhere else in the world, and ail applications for registration thereof, whether pending or in preparation, ail copyright and mask work licenses, the right of Debtor to sue for past, present and future infringements of any thereof, ail rights of Debtor corresponding thereto throughout the world, all extensions and renewals of any thereof and ail 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, Itade 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 regis~ation 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 (ail 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 refeffing in any way to such Trade Sec~t, all Trade Secret licenses, including the right to sue for and to enjoin and to collect damages for the actual or threatened misappropriation ofany Trade Sec~t and for the breach or enforcement of any such Trade Secret license. SCHEDULE 1 DESCRIPTION OF STOCK Description of Pre-petition Pledged Shares (All owned by United Artists Theatre Company) Issued and State of Ouc~nding Certificate Issuer Incorooration Stock Par Value Nos. 1. United Artists Theatre MD 100, Common $1.00 3 Circuit, Inc. 2. United Artists Realty DE 130, Common $.01 9 Company pAR11[S FINANCING STA~ ;,,~-" ,~ Debtor name (last name first if ~ndividual) and mailing address: Uniform Commercial Code Form UCC.1 · IMI~ORTANT - Please read in~'uctions before commetino United Artists Thca~e Company. a Delawnm cmporntton 9110 E. Nichols Avenue :Jag No. (stamped by filing oflicer): Date, lime, Filing Office (stamped by rang Englewood CO 80112 1 Debtor name (last name f'nt if individual) and mailing address: 5 The Financing Statement is presented for filing ptu~Ja nt to the Un~orm Commercial la Code and is to be filed w~th the (check applicabte box). Debtes name (last name fi'st ~ individual) and mailing address: D Secreta~j of the Commonwealth. [~Prothonota~J of Cumberland Count)' Prmhon(~ary County· ~]real estate Records of Count}t. 6 Numbe~ of,~,#~'~al sheets fir any) 16 7 OetJonal ~,-tnl idenfir~-ntinq fMax. 10 characters}: I b COLLATERAL secuzed Pen'y(ies) name(s) (last name r~t if individual) and Identify collateral by item and/er type: acldress for security interest information: Bankers Trust Company {cont'd on Schedule A h~t'cIo) 130 Liberty Secet New York NY 10006 See Attached Rider 2 Assignee(s) of secused Palty name(s) (last name f'rst ~f individual) and address for secu~ty interest information: [] {check only if desired) prn~rt~ of the collateral are also covered. 9 Identify related real estate n' applicable. Re collateral is, or includes (check appropriate box(es) - a. Dcrops growing or to be grown on - b. f-~goods which are or are to become fixture on · 2a c. r']miderab or the like (including o~1 and ges) as extracted on - Special Types of Pa~es (Check n~ applicable): d. ~]accounts resulting Irom the sale of minesafil or the like (including od and gas) at DThe terms "Debtor" and "Secured Party" mean 'Lessee" the wellhead or minehead on - and "Lessor", respectively. Lhe following real estate: Dfheterms "Debtor' and "Secured Party" mean Sl~eet Addnsss: "Consignee" and "Consignor". respectively. Deseribe at Bock ..... of (check one) r-lDeeds r"lMortgages, at Page(s)___ DDe~or ~ a Transnqlttin~l Ofilit~'. 3 for_ County. Un~form Parcel e. rCURED PARTY $1GNAIURE(S) r-[Descnbed on Addit.onal Sheet. ~lils statement is tried ~th only the Secured Pen'y's signature Name of recoed owner (required only if no Debtor has an interest of record): to pen~eet a secu~ty interest in collateral (check apphcable box(es)). 10 a. Decquinsd alter a change of name, identity or corporate sHucture of the Debtor. DEBTO~ SIGNAl1 ~BFt-~ =. I-las to which the filing has lapsed. Debtor Signature(s): c. already subject to a security interest in anether count~ in See Schedule B attached hereto I'or Pennsylvania - Dwhen the collateral was moved to this county. Dwhen the Dabte~"$ residence es place of bustne'~ was moved to this county, a d. already subject to a secu~ty interest in anether jurisdiction - r-lwhen the collateral wes moved to Pennsylvania. Dwhen the Debtns's location Was moved to Pennsylvania. 11~ e. r-[which is pseceeds of the collateral described in block 9. in which a security interest was previously perfected CSC ID: 120967 PA-Cumberland County Prothonomt~ descnbe proceeds in hlock 9. if purchased with cash proceeds and not adequately described on the 1 adequately described on the original financing statement. RETURN RECEIPT TO: CSC The United States Coq~oretion Company Suite 100. 2730 Gateway Oaks D~ve Secured Patay Signature(s): Sacramento, CA 95833 (Required only E box(es) is checked above): S=~ S~'hedul= B attached hereto for ~i~nature~ 4 12 Approved by the Secretary of the Commonwealth of Pennsylvania