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HomeMy WebLinkAbout01-1564 PAEnE$ FINANCING STAENIEI~ Debtor name (last name first i! indn/idual) and mailing address: Uniform Commercial Code Form UCC-1 United'.~nlist~ PmF~niss II Corp.. u Colorado co~oration IMPOI~'ANT - Please read inst~uctiom before completinq 9110 E. Nichols Avenue 'lng No. (stamped by filing officer): Date, ~me, Filing O~fice (stamped by filing off)car) Engi~woed CO 80112 Debtor name (last name f'sst if individual) and mailing address The Financing Statement is presented far filing pursuant to the Uniferm Commercial la Code and is ~3 be filed w,th the (check applicable box}. Debter name (last name first if individual) and maihng address: r"lSecretary of the Commonwealth. r~prothonotary of Cumberland (.'hunt)' Prolhnnntayy _County. r-lreal estate Records of Count)'. 6 Number ~i' AddiBorml Sheets tit an_vi J~) 7 Om~onid Seacial IdentificaBon [Max. 10 charactefst: lb COU. AE~J. Secured Party(ies) name(s) (last name fsst i! individual) and Identi~/collateral by item and/or type: I30 Libeny Strut .Ce NewYorkNY 10006 "r-, . '~! See Attached Rider !~', 2 [... ,.'.' Assignee(s) of Secured Party name(s) (last name first if ~ · individual) and address for security ~nterest information: .,'_.~ [] fcheck only if desiredt Products of the collateral are a~fz_--over~d: · Identi~y re~ated real e~ate if applicable. The collateral ~.'~ihcluc~ (check , tppropriete box(es) =. Dc=p, gro ng or to ba grown on- I--Igoods which are or are to become itxt~xe on - ~, r-lminerels or the like (including oil and gas) as est~acted on - Special ~ypes of Pe~ties (Check if applicablo): r-laccounts resulting from the sale nf minerals or the like (~ncluding oil and gas} at []The terms' Debtor" and "Secured Party" mean "Lessee" the wellhead or minehead on - and "Lessor". respectively. .= following real estate: r-JThe terms "Debtor" and "Secured Party" mean Slreot Address: "Conagnee" and "Consignor", mspechvely. [3escdpe at: Book of (check one) []Deeds []Mortgages. at Page(s)____ []Debtor a a Traremittinc, i Utility/. 3 for .... County. Uniform Parcel Identifier SECURE]} PARIY EIGNAKIBE(S) r-IDescribed on AdditJonal Sheet. ~his statement is Bed with only the Secured Pan~/'s signat~e Name of record ownes (required only if no Debtor has an interest of ~eco~d): to perfect a secuhty interest ~n collateral (check applicable box(es)). a. I[-]acquked aftor a change of name. identity or coq3ol'ate b. Des to which the filing has lapsed. Debt~x Signature(s). c. already subject to a security interest in another county in See Schedule B aztacbed hereto for Pennsylvania - J--lwhen the collateral was moved to th~ county. []when tYle Debtef'$ residence or place of business was moved to this county. 1 a d. alieady subject to a security interest in another jufisdicl~on. [:]when the colleterid was moved to Pennsylven~a. liwhen t~e Debt~x's Incalion was moved to Pennsylvania. lb e. []which is pseceeds of the collateral described in block 9. ~n which a security interest was previously perfected CSC ID: 120970 PA-Cumberland County Prothonotary descnbe proceeds in block 9. iff purchased with cash proceeds and not adequately described on the 11 · **~Z, EASE R£T~JlbY 7'0*** $ecu~d Patty Signature(s}: C$C (Required only ri box(es) ~s checked above): s. s~ B ~a~ he~,o ro~,i~,~ 2730 Gateway Oaks Drive, Sttite lO0 Sacramento, CA 9583.; Acct. #P6-0000-743.9 Approved by the Secretary of the Commonwealth of Pennsyk, a nia RI~ER 1 Original UCC Filing (UCC-l) Project ID: 120970 C~dhit~rul: All right, title and interest of the dalxor, now owned and hereafter acquired, in and to: (i) all receivnbles, accounts, contracts, contract rights, chattel paper, documents, instruments, investment propea~, and general intangibles; (ii) all invantory wherever located; (iii) all equipment, wherever Iocnted, and parts thereof and nil accessions, additions, attachments, improvements, substitoitons nmi replecemente thereto and therefor; (iv) all computea' hardware and sofm'ure collateral, copyright collateral, patent collateral, tradem~k collateral and trade secrets collateral; (v) all deposit accounts maintained with any financial institution; (vi) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, nny of the foregoing collateral; (vii) all mher property in the possession, custody or control of the collateral agent, and all prope~y in which the collaterei agent now has or hereafter acquires a ~corfiy interest f~r the bendit ofth~ secured parties; (viii) rights under insurance policies, letter of credit righ~ and supporting obligetions, including without limitation guaranties'. (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 dis~,'ibudons of any kind or nature nmi all other property distributable on account of ur received or receivable with respect to any of the foregoing collatorul:(xii) all products and ~'___~,~.~_ of the foregoing collateral; and (xiii) all the stock listed on Schedule I of F_.xhibit "A" attached hereto. All ns more pafliculurly described in Exhibit (including Schedule I) ottached hereto and incurpo~_~__~_ herein by this reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'dt (United Artists Properties II Com.) BANKERS TRUST COMP ANY, as Collateral Agent ("Collateral Agent") for and on behalf of the several lenders party f~m time to time to (a) that certain Restructured Term Credit Agreement dated as of February 2, 2001, as amended, supplemented, extended or replaced fi'om time to time, and fo) that ce~cain 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 1 FINANCING STATEMENT (cont'd} SIGNATURE PAGE DEBTOR: LrNITED ARTISTS PROPERTIES II CORP.. a Colorado corporation TNi~l~e~::' '~' ~xalePcl~fiEx~ ~')~eC~ic~'President SECURED PARTY: BANKERS TRUST COMPANY, as Collateral Agent By Name Title 20295438vl EXHIBIT aA' UCC 1 FINANCING STATEMENT (cont'd)' (United Artists Properties II Corp.) 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: (a) All now existing and hereafter arising receivables, accounts, contracts, contract fights, chattel paper, documents, instruments, investment property, and general intangibles of Debtor, including but not limited to any and all parmership interems and/or interests in limited liability companies, whether or not arising out of or in connection with the sale or lease of goods orthe 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~-acts, contract rights, chattel paper, documents, insmunants and general intangibles; Co) 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 busine~ and finished goods, all goods in which Debtor has an interest in mass or ajoiut 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, impwvements, substitutions and replacements thev.'to 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 hereat~ 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, ins~rurnants and 20295434vl other property from time to time received, receivable or otherwise dislributed 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, cust6dy or conlrol of the Collateral Agent, and all property of Debtor in which the Collateral Agent now has or hereaRer acquires a security interest for the benefit of the Secured Parties; (h) Rights under insurance policies, letter of eredit tights, 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 lenses, wntals, 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 Gollateral; (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 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 l~ras of any Conlractnal 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 Gonlractual Obligation (ns defined in the Loan Agreements) reasonably constitute a breach or violation, or occasion the loss of material rights or interests or the incurrence of n material obligation. Debtor agrees not to enter into any enforceable Conlractual 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 1 Corp., a 20295434vl Colorado corporation and United Artists Properties 1 i Corp., a Colorado corporation except as acceptable to the Collateral Agent in the exercise of its reasonable discretion. 2. Intellectual Proi~ert¥ Collateral. For purposes of this collateral description, the following capitalized terms shall mean the following "Cnmnuter Hardware and Software Collateral" means all of Debtor's right, title and interest in now existing and hereatk,'r 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 reede~s, tape drives, hard and soR disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware; (b) Sot~lre 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. "~6~]~,~a~" 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 thc 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, thc right of Debtor to suc 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 thc foregoing, including, without limitation, licenses, royalties, income, payments, claims damages and proceeds of suit, excluding, in each case, all Excluded Collateral. 20295434vl "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 oflnCringements 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, vade names, corporate names, business names, fictitious business names, trade styles, service marks, certification makers, collective marks, logos, other source ofbnsiness 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 thet~vith, 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 connlry; (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 regisuation 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 Irade secrets and all other confidential or 20295434v I 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 fight 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. 20295434vl SCHEDULE 1 DESCRIPTION OF STOCK NONE 20295434vl PAR11E$ FINANCING SI'AIEIVIENT Debter name (last name fi~st if individual) and mailing address: Uniform Commercial Code Form UCC-1 United Artists Properties II Corp.. a Colorado ¢o~oradon IIV~ORTANT - Please read instructions before comDletino 91 i0 E. Nichols Avenue ~ifing No. (stamped by filing officer): Data, lime, Filing Office (stamped by filing officer) EnsIcwood CO 80112 1 Debtm name (last name fi~st if individual) and mailing address: 5 The Financing Statament ~ presented for filing pursuant to the Uniform Commercial 'ia Code and ~ to be §led with the (check applicable box). Debtor name (last name frst if individual) and mailing address: r-Isecreta~J of the Commonwealth. [] P~ethonotary of Cumberland Coumy Pm~honmar~ County. Dreal estate Records of .Count)'. 6 Number of Addislanel Sheets (if any} 16 7 Omimrel Saecial Idem~cation (Max. 10 characters): 8 I b COU. A~RAL Secured Perty0es) name(s) (last name r~t if individual) and Identif'J collateral by item and/or type: add~,~ for security interest information: Bankers Trust Company (cont'd on Schedule ^ hereto) 130 IAherty SUeet New York NY [0006 See Attached Rider 2 Assignee(s) of Secured Party name(s) (last name tint if individual) and address for secudty interest information: ~J~ ¢check only if deslredl Products of the collateral are also covered. Identify related real estate if applicable, the cofieteral is, or includes (check )ppropnete box(es) - a. Dcseps growing or to be grown on - b. Dgonds which are or are to become lixture on - 2a c. Dminerab or the like (leclucling oil and gas) as extracted on - Special Types of Parties (Check if applicable): d. [-]accounts resulting from the sale of minerals or the kke (including oil and gas) at DThe terms "Debtor' and "$ect~cl Party" mean "Lessee" the wellhead or minehead on - and "Lessor'. respectively. :he following real estate: r-ii'he terms "Debtor" and "Secu~:l Party" mean S~eet Address: 'Consignee" and "Consignor". respectively. Descdbe at: Book of (check one) DDeeds DMortgages. at Page(s)___ [-IOebtor is a Transmit~n~l Utility. 3 for. __ County. Undorm Parcel Identilier. SECURED PAEW SlGNAIURE(S) r-[ Desc~bed on Additional Sheet. 1his statament is filed with only the Secured Per t~j's signature Name ef rec, o~cl owner (~:iu~red only if no Debtor t~as an interest of record): to pe~ect a secudt~ ~nte~st in collateral (check applicable box(es))- a. Dacqu~ed a~ter a change of name, identity m' corporate 10 stricture of the Debtor. DEBTOR SIGNARJI~(S) b. r-las to which the filing has lapsed. Debtor Signeture(s): Pennsylvania - r'lwhen the colleteral was moved to this county. [-Iwhen the DabtaCs residence o~ place of business was moved to thb cour~J. d already subject to a secudty ~nterest in another jurisdiction - Dwhen the collateral was moved to Pennsylvania. Dwhen the Debtocs Iaea'don was moved to Pennsylvania. 1 ~ e. r-lwh;ch is proceeds of the collateral deschbed in block 9. in which a security interest was previously perfected CSC ID:1209'/0 PA-Cumherland Coumy descnbe proceeds ~n block 9. if purchased with cash proceeds and not adequately described on the 11 adequately desc.ded o. the or;.na~ ~nanc~ng ~tement. ' ............ RETUItN TO*** Secunsd Pa~J Signetum(s): C~C (Required only i! box(cs) is checked above): 2730 C, etew,,~ Oeks Drive, $,,ite See Schedule B attached hereto fnr ~ifinature~ Sa'Icr~I~J~O~ C,~ ~3~33 Acct. #P6-0000-743.9 Approved by the Secreta~ OF the Commonwealth of Pennsylva ma RIDER Original UCC Filing (UCC-I) Project ID: 120970 Collateral: All fight, title end interest of thc debtor, now owned and hareafler ncquired, in and to: (i) all receivables, accounts, contracts, comract rights, chattel paper, documents, instrumenta, investment properly, and general intangibles; (ii) all inventory wherever located; (iii) all equipment, where~,~r located, and pans thereof and all accessions, additions, attachinents, improvements, suhatiloilons and replacements thereto and therefor; (iv) all computar hardware and soflware collateral, copyright colbuoral, patenl collatennl, trademark collateral and uncle secrets colletaral: (v) all deposit accounts malnlalned with my financial institution; (vi) all books, records, writings, data bases, information and o~er property relating to, usnd or useful in connection with, embodying, incorporating or referring to, any of the foregoing collateral; (vii) all other property in the possession, cnsmdy or conUol of the collateJ'al ngum, and all properly in which the collaun'al agent now has or hareafl~ acquires a sanurtiy interest for the benefit of the secured putties; (viii) rights under insurance policies, Ionar of credit righ~ and supporting obligations, including wiOmut limitation guaranties; (ix) all cash and cash equivalents held by the debtor not otherwise incl,__,,_L'~___ in the foregoing collateral'. (x) all real property; (al) all fights to and interest in all cash and non-cash dividends nnd/or distributions of any kind or nature and all othar Fl~perly distributable on nccount of or received or receivable with respect to any of the foregoing collateral:(xii) all products and ~ of the foregoing collateral; and (Arid all the SMCh lismd on Schadule I of Exhibit "A" attached hallo. All ns mor~ perticularly described in Exhibit (iocluding Schedule I) atmch~ hereto and incor~ herein by this reference. SCHEDULE "A" UCC 1 FINANCING STATEMENT (conrd) (United Artists Properties II CorD.) 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 Februmy 2, 2001, as mended, supplemented, extended or replaced from time to time, and (b) that certain Revolving Credit Agreemem dated as of February 2, 2001, as emended, supplemented, extended or replaced from time to time (collectively the "Loan Agreements"). 20290829vl SCHEDULE "B" UCC I FINANCING STATEMENT (eont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS PROPERTIES II CORP., a Colorado corporation By ...... Name: Ralph E. Title: Executive~ice President SECURED PARTY: BANKERS TRUST COMPANY. as Collateral Agent Bv Name Title 20295435vl EXHIBIT ~A~ UCC 1 FINANCING STATEMENT (eont'd)' fUnited Artists Properties II Corp.) 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: (a) All now existing and herealter arising receivables, accounts, contracts, con~act 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 gnods or the rendering of servicas, and all rights of Debtor now and here~ arising in and to all security agreements, guaranties, leases and other writings securing or otherwise relating to any such receivables, accounts, con~ts, contract rights, chattel paper, documents, instruments and general intangibles; (b) All inventory of Debtor, now owned and herealter acquired, wherever located, including, without limitation, all merchandise, goods and other per~onal property which are held for sale or lease, all mw 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 und documents (c) All equipment of Debtor, now owned and hereal~er 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 sottware, 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 herealter 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, insmanents and 20295434vl 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 hereal~er in the possession, cust6dy 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 thc 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 equivalants 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 hereaRer 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 end/or improvements thereon to which Debtor may he 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 hereaRer distributable on account of or received or receivable with respect Io any of the foregoing Collateral; (I) All products and proceeds of the foregoing Collateral. For purposes of this collateral description, the term '~oce~ls" 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, 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 Conu'acmal 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 Thealxc Company, a Delaware corporation; United Artists Theatre Circuit, Inc., a Maryland c~tion; United Artists Realty Company, a Delaware corporation; United Artists Properties 1 Corp., a 20295434vi 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 Property Collateral. For purposes ofthis 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 electwnic 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, soiware 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 end indemnifications and any substitutions, replacements, additions or model conversions of any of thc foregoing. "~llateral" means all of Debtor's right, title and interest in now existing and herea_qer 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, witho~ 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 enywhere 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. 20295434vl "Patent Collateral" means, except to the extent any thereof constitutes Excluded Collateral, all of Debtor's right, title and interest in now existing and bereaf~' created or acquired: (a) Letters patent and applications for letters patent throughout the world, including all of Debtor's patent applications in p~mration 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 thc items described in subparagraphs (a) and Co) 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 ail 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 of a like nature (al] 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; CO) Trademark licenses; (c) Reissues, extensions or renewals of any of thc items described in subparagraphs (a) and CO) above; (d) The goodwill of the business of Debtor connected with the use of, and symbolized by the item described in subparagraphs (a) and CO) above; and (e) Proceeds of, and rights of Debtor associated with, the foregoing, including any claim by Debwr against third parties for past, present or furore 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 20295434vl 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. 20295434vl SCHEDULE 1 DESCRIPTION OF STOCK NONE 20295434vl P~- -m!--L~ FINANCING SfAI~MENI' Debtor name (last name first tf individual) and mailing address: Uniform Commercial Code Form UCC-1 United Anist~ Properties II Corp.. a Colorado corporation IMPORI'ANT - Please read instruc!,~-s before compleflnq 9] 10 E. Nichols Avenue :iling No. (stamped by filing o[;~.~,): Date, lime, Filing Office (stamped by Sling officer) Englcwood CO 80112 1 Debto¢ name (last name first if individual) and mailing address: 5 rhe Financing Statement is presented for filing pursuant to the Uniform Commercial la Code and is to be filed w~th the (check applicable box). Debtor name (lest name Frst if indiviclual) and maliing address, r-Isecretary of the Commonwealth. r~Prothonotary of Cumberland C'~Jnty Prmhonotar). County. I--Ireal estate Recorcls of Count~/. I b COU. AI~RAL 2 ,assignee(s) of Secured Pen'y name(s) (last name fnt if a pp~opriate box(es)- a. Dcrops groeang or to be grown on. "Conagnee" and "Consignor", respectively. Descdbe at: Book_ __of (check one) [] Deeds r-IMortgages, et Page(s) []Debtor is a Transrnitfin~l UtJlit~/. 3 for __County. Uniform Parcel Identifier SECURED PARIY SIGNA11JRE(S) r-IDescnbed on Additional Sheet. bex(es))- a. r-lacquked after a change of name, iden~ty or corporate 10 []when the Debtm's residence or place of business was []when the Debtor's location was moved to Pennsylvania. 1 ~ CSC The Uniled States Corporation Company (Reqtared only if box(es) is checked above): Sacramento, CA 95833 4 Approved by the Secretary of the Co,,~,,,~,~vealth of Pennsylvania 12 RIDER 1 Original UCC Filing (UCC-I) Projnct ID: 120970 Collateral: All right, title and intorest of the debtor, now owned and hereafter acquired, in and to: (i) all receivables, accounts, contracts, contract rights, ehat~l paper, documents, instruments, investment properly, and general intangibles; (ii) all inventory wherever located; (iii) all equipment, whoreve~ located, and parts thereof and all accessions, ndditions, allncluneot~ improvements. substituitons and esplncements thereto and tlmefor; (iv) all computer hardware and software collateral, copyright collateral, patent collateral, trademark collateral smd trade secrets collateral._ (v) all deposit accounts maintained with any financial institution; (vi) all books, rm:ords, 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'_ (vii) all other property in the possession, costudy or control of the collatoral ngent, and all property in which the collateral agent now has or hereafter acquires a escortiy interest for the heonfi! of the secored parties; (viii) rights under insurance policies, letror of esedit righ~ and supporting obligutiom, inchtding without limitation guaranties; (ix) all cash and cash equivalents held by the debto~ nm mherwise inch _~__ in the foregoing collateral; (x) all real property._ (xi) all ri~ts to and inte~st in all cash and non-cash dividends and/or distributions of any kind or nature and all other property distributable on account of or received or receivable with respect to any of the forngoing colinm'al:(xii) all prodncts and proceeds of the foregoing collateral._ and (xiii) all the stock listed on Schedule I of Exhibit "A" attached hereto. All ns more particularly described in Exhibit (including Sclmlule I) ~n~*-hed I~ and incorporated herein by this reference. SCHEDULE"A" UCC 1 FINANCING STATEMENT (cont'd) (United Artists Prooertie~ II Com.) BANKERS TRUST COMPANY, as Collateral Agent ("Collateral Agent") for and on behalf of the several lenders party from tune to time to (a) that certain Res~-uctured Term Credit Agreement dated as of February 2, 2001, as mended, supplemented, extended or replaced from time to time, and Co) 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] SCHEDULE"B" _UCC I FINANCING STATEMENT (cont'd) SIGNATURE PAGE DEBTOR: UNITED ARTISTS PROPERTIES II CORP., a Colorado corporation Name: Raloh E. Har~v Title: Executive"~ice President SECURED PARTY: BANKERS TRUST COMPANY. as Collateral Agent By Name Title 20295438vl EXHIBIT UCC 1 FINANCING STATEMENT (eont'd)' (United Artists Properties II Corp.) DESCRIPTION OF COLLATEI~I. 1. Collateral. Subject to the last paragraph of this Paragraph 1, the Collateral shall consist of all right, title end interest of Debtor in and m the following: (a) All now existing end hereafter arising receivables, accounts, contracts, conUact rights, chattel paper, documents, instruments, investment property, end 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, end all rights of Debtor now end hereafter arising in and to all security agreements, guaranties, leases end other writings securing or otherwise relating to any such receivablcs, accounts, contracts, contract rights, chattel paper, documents, instruments and general intsngibias; (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 mw materials, work in process, materials used or consumed in Debtor's business end finished goods, all goods in which Debtor has en interest in mass or a joint or other interest or gifts ofeny kind (including goods in which Debtor has en 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 end products thereof end documents (c) All equipment of Debtor, now owned and hereafter acquired, wherever located, and all parts thereof end all accessions, additions, attachments, improvements, substitutions end replacements thereto end therefor, including, without limitation, all machinery, tools, dies, blueprints, catalogues, computer hardware end software, furniture, furnishings and fixtures; (d) All now existing end 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) Ail deposit accounts, now existing end hereafter arising or established, maintained in Debtor's name with eny financial institution, and eny end all funds at any time held therein end all certificates, and other writings, if any, from time to time representing, evidencing or deposited into such accounts, and all interest, dividends, cash, inslrmnents end 20295434vl other property from time to time received, receivable or otherwise disltibuted 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, custtdy 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 heresRer 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 hereaRer located thereon, together with all leases, rentals, esmings, 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-cesh dividends and/or distributions of any kind or namm and all other property now or hereaRer disuibutable 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 Sehednle 1. As used herein, the term Collatend 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 (es 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 Con. actual 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 1 Corp., a 20295434vl 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 "Comvuter 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, cenlral processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, ele~hical 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, soiware 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 conUacts, program services, test rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing. "Cowrie, hr 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 registe~d in the United States Copyright Office or anywhere else in the world, and all applications for regismition 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. 20295434vl "Patent Col.___lateral" means, except to the extent any thereof constitutes Excluded Collateral, ali 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 nfthe items described in subparagraphs (a) and Co) above, and' (d) Proceeds of, and rights associated with, the foregoing (including license royalties end 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, end for breach of enforcement ofeny patent license, and all rights corresponding thereto throughout the world. "Trademark Collateral" means, except to the extent any thereof constitotes Excluded Collateral, all of Debtor's right, title and interest in now existing and hereni~r 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 of a 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 regisuations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings end applications in the United States Patent end Trademark Office or any office or agency of the United States of America or any State thereof or any foreign country; Co) Trademark licenses; (c) Reissues, extensions or renewals of any of the items described in subparagraphs (a) end (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 stalutory trade secrets and ail other confidential or 20295434vl 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 (ali 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 m 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. 20295434vl SCHEDULE 1 DESCRIPTION OF STOCK NONE 20295434vl ,~;Nn~ t.'CING STA~;,~ ;.'T PARtiES Uniform Commercial Code Form UCC-1 DeMm' name (last name first if individual) and mailing address: IMPORTANT - Please read ~nstmctions before comolefino United Artists properties I1 Corp., a Colorado corporation :fflng NO. (stamped by filing officer): Date, time, Firing Ofl'~,.e (~-=,~G by fil,ng officer) 91 l0 E. Nichols Avcnue Englcwood CO 80112 1 Debtor name (last name first if individual) and mailing address: 5 i'he Financing Statement is presented for filing pursuant to the Uniferm Commeroai la Code and is to be filed w~h the [check applicable box). r-lsecretary of the Commonwealth. · Deb~' name (last name f'~t if individual) and mailing address: r~Prothonotary of Cumb~rl=nd C~unt). prothonmary County. r-lreal estate Records of Count~/. 6 Numb~ ~ j~ddi~innal $ha~tS {if any} ]6 7 ~in~a~ ~i~l Ide~c~n~ {Max. 10 characters}: lt' ~,ntt a. TERAL Secured perty(ies) name(s) {last name f'~t if individual) and Identify collateral by Kern and/o~ type: address for security interest information: Rankers Trust Company (com'd on Schedule ^ hereto) 130 ~ibcrry Stzcct New Yo~ NY ]0006 See ^tcachof Rider 2 Assignee(s) of Seemed patty name(s) (last name fl~ if individual) and add,ess for security interest information: [](check only if desired} prrv.h,~-t · of the collaterel are also covered. 9 Identify re~ated real es~te if applicable, lhe collateral is. or includes (check ~pp~opdate box(es)- a. r'lcrofls growing or to be grown on- b. r-lgecds which ere or are to become fixture on - 2a c. [-1minerals or the like (including oil and gas) as extracted on - Special Types of Pandas (Check if ~pp~icable): d. I-leccounts reserdng tram the sale of minerals or the like (including lithe t~rms "Debtor" and 'SecLred Parry" mean "Lessee' the wellhead or minehead on - and ~Lessor~, respebtively, the folowtng real estate: r-IThe terms "Debtor" and 'Secured Parry" mean S=eet Adc~ess: 'Condgnee" and 'Consignor', respectively. 9ese~be at: Book.__.of (check one) r-I Deecls r-JMo~gages, at Page(s)____ ~-~Debtor is a Traremit~JncJ Utdit),. 3 Ior_.__ County. Uniform Parcel Identifier___ SECURED pARtY SIGNAIURE(S) r-IDese~bod on Addr~ioflal Sheet. 1his statement is filed with only the Seemed Party's signature Name of recou:l owne~ (requimcl only if no Debtor has an interest of ~cord): to pedecta security ~nterest in collateral (check applicable box(es))- a. liacquired after a change of name. identity or coqx~ete '~0 stnJcture of the Debtor. D~I~'OR b. r-las to which the filing has lapsed. [3ebtor Signature(s): c. already subJect to a security interest in another county in See Schedule B atracJ~d hereto i'o~ 5i~natur=s Pennsylvania - li w'nen the collateral was moved te this county· liwhen the Dabtm's residence or place of business was moved to this county. d. already subject to a secudty interest in anether judsdicBon · r-lwhen the collateral was moved to Pennsylvania. liwhen the DeMor's location was mm/od to Pennsylvania. lt~ e. Dwhich is proceeds of the collateral described in block 9, in which a secur f(y interest was previously perfected CSC ID:120970 pA-Cumberland County Prothonotary describe proceeds in block 9. if purchased with cash 1 proceeds and not adequately described on the adequately described on the or~J~nal linancing statement. RETURN RECEIPT TO: CSC The Uniled Slates Corporation Company Suite ]00, 2730 Gateway Oaks Drive Secured Pe~ty signature(s): Sacramento, CA 95833 (Requi~ed only if box(es) is checked above): Sec Schedule B atlach~d hereto tor 4 12 Approved by the Secretary of the Commonwealth of Pennsylvania