EXHIBIT 10.2
THIS BRIDGE NOTE HAS BEEN ISSUED BY STYLES ON VIDEO, INC. AND XXXXXXX XXXXX,
INC. WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE
EXEMPTION PROVIDED BY SECTION 4(2) OF THAT ACT AND CANNOT BE RESOLD WITHOUT
REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM.
STYLES ON VIDEO, INC. AND XXXXXXX XXXXX, INC.
10% BRIDGE NOTE DUE OCTOBER 1, 1996
$180,000 Newbury Park, California
September 19, 1996
FOR VALUE RECEIVED, the undersigned, Styles on Video, Inc., a
Delaware corporation ("SOV") and Xxxxxxx Xxxxx, Inc., a California Corporation
("FYI") and, together with SOV, the "Companies"), hereby jointly and severally
promise to pay INTERNATIONAL DIGITAL INVESTORS, L.P. or its registered assigns
(the "Payee"), the principal amount of ONE HUNDRED EIGHTY THOUSAND AND
NO/DOLLARS ($180,000.00) (or so much thereof as shall not have been prepaid) on
October 3, 1996, with interest (computed on the basis of a 360-day year of
twelve 30-day months) on the unpaid principal balance hereof at the rate equal
to the lesser of 10% per annum or the maximum rate permitted by law, from the
date hereof or the default date, payable upon any payment of this Bridge Note to
the extent accrued on the amount paid. Payments of principal of, and interest
on, this Bridge Note shall be made in lawful money of the United States of
America in same day funds at the offices of International Digital Investors,
L.P., 000 Xxxxxxxx Xxxxxx, Xxx. 0000, XXXXX, XX 00000, or at such other place a
Payee may direct.
This Bridge Note is secured by that certain Security Agreement, dated as
of the date hereof among the Companies and Payee and is entitled to the benefits
thereof.
Payee hereby agrees, by its acceptance hereof, that before disposing of
this Bridge Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, however, that the failure to make a notation of
-------- -------
any payment made on this Bridge Note shall not limit or otherwise affect the
obligations of the Companies hereunder with respect to payments of principal of
or interest on this Bridge Note.
Upon surrender of this Bridge Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed by,
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Bridge Note or Notes aggregating a like outstanding principal
amount will be issued to, and at the option of the holder, registered in the
name of, the transferee. The Companies may deem and treat the person in whose
name this Bridge Note is registered as the holder and owner hereof for the
purpose of receiving payments and for all other purposes whatsoever, and the
Companies shall not be affected by any notice to the contrary.
Whenever any payment on this Bridge Note shall be stated to be due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note. As used herein, "Business
Day" shall mean any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the States of California or Florida or is a day on
which banking institutions located in such states are authorized or required by
law or other governmental action to close.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the failure of the Companies to pay any principal, interest or other
amount due under this Bridge Note when due, whether at stated maturity, by
declaration, acceleration, demand or otherwise, the unpaid balance of the
principal amount of this Bridge Note, together with all accrued and unpaid
interest thereon, shall become immediately due and payable, without presentment,
demand, notice, protest or other requirements of any kind (all of which are
hereby expressly waived by the Companies.) THE COMPANIES WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING RELATING TO THIS BRIDGE NOTE.
If all principal, interest and/or other amounts due are not paid prior to
or on October 1, 1996, the interest rate payable on the Bridge Note shall be
increased to the Default Rate. The Default Rate shall be 12.5 per annual for the
period October 1996 through December 31, 1996 thereafter the interest rate shall
increase to 15%.
No provision of this Bridge Note shall alter or impair the obligations of
the Companies, which are absolute and unconditional, to pay the principal of,
and interest on, this Bridge Note at the place, at the respective times, and in
the currency herein prescribed.
The Companies jointly and severally promise to pay all costs and expenses,
including reasonable attorneys' fees, incurred in the negotiation, drafting,
execution, delivery, collection or enforcement of this Bridge Note. The
Companies and any endorsers of this Bridge Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice, and hereby
waive diligence, presentment, protest, demand and notice of every kind and, to
the full extent permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.
This Bridge Note may be signed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
2
IN WITNESS WHEREOF, the Companies have caused this Bridge Note to be duly
executed and delivered by this respective officers thereunto duly authorized as
of the date at the place first written above.
STYLES ON VIDEO, INC
By: /s/ X. Xxxxxx Xxxxxxx
-----------------------------------
Name: X. Xxxxxx Xxxxxxx
-----------------------------
Title: C.E.O.
----------------------------
XXXXXXX XXXXX, INC.
By: /s/ N.H. Galgas
-----------------------------------
Name: N.H. Galgas
-----------------------------
Title: C.F.O.
----------------------------
TRANSACTIONS
ON
BRIDGE
NOTE
Outstanding Principal
Amount of Bridge Amount of Balance On Such Date
Note Purchased On Principal Paid After Such Purchase Notation
Date Such Date On Such Date Or Payment Made By
------- ----------------- -------------- --------------------- ---------
09/17/96 $180,000.00
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is dated as of September 17,
1996, and entered into by and among STYLES ON VIDEO, INC,. a Delaware
corporation ("SOV") XXXXXXX XXXXX, INC., a California corporation ("FYI"; and,
together with SOV, the "Debtors"), and INTERNATIONAL DIGITAL INVESTORS, L.P.
(the "Secured Party").
R E C I T A L S
WHEREAS, On the date hereof, Debtors have issued a promissory note (the
"Bridge Note") to Secured Party and the Debtors wish to pledge to Secured Party,
on a first priority basis (subject to the prior security interests (the "Prior
Interests") granted under that certain SOV Security Agreement dated as of May
15, 1996 between SOV and the Secured Party, and that certain FYI Security
Agreement dated as of May 15, 1996 between FYI and the Secured Party), all
Debtors' respective right, title and interest in the Collateral (as defined
herein) as security for Debtors' obligations to Secured Party pursuant to the
Bridge Note.
In consideration of the premises and mutual covenants herein contained and
for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. GRANT OF SECURITY. Each Debtor hereby assigns to the Secured Party,
-----------------
and hereby grants to the Secured Party a security interest in, all of such
Debtor's right, title and interest in and to the items of property listed in
Schedule I annexed hereto, in each case whether now or hereafter existing and
wherever the same may be located (the "Collateral").
2. PURPOSE OF GRANT. This Agreement secures, and the security interest
----------------
in the Collateral granted to the Secured Party pursuant hereto is collateral
security for, the Secured Obligations. The term "Secured Obligations" shall
mean and include the full and timely payment and performance by Debtors when due
of all of Debtors' joint and several obligations hereunder and under the Bridge
Note.
3. RIGHTS OF THE SECURED PARTY. The Secured Party and its successors and
---------------------------
assigns shall at all times be entitled to exercise in respect of the Collateral
all of the rights available to a secured party under the California Uniform
Commercial Code (the "Code"). (A) Upon the occurrence of any of the following:
(i) the commencement of a proceeding by or against either Debtor of any of its
subsidiaries or affiliates under federal or state bankruptcy, insolvency,
reorganization or similar law or (ii) the default by Debtors in paying to
Secured Party the amounts due to Secured Party under the
1
Bridge Note, (B) the Secured Party may exercise in respect of the Collateral,
(i) all the rights and remedies of a secured party in default under the Code
(whether or not the Code applies to the affected Collateral), (ii) all of the
rights and remedies provided for in this Agreement, and (iii) such other rights
and the remedies as may be provided by law or otherwise (such rights and
remedies of the Secured Party to be cumulative and non-exclusive). Each Debtor
hereby waives all rights of redemption, stay and/or appraisal which it now has
or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.
4. REPRESENTATIONS AND WARRANTIES. Each Debtor represents
------------------------------
and warrants that (a) this Agreement creates a valid, perfected and first
priority security interest in the Collateral (subject to the Prior Interests),
securing the payment of the Secured Obligations, and all filings and other
actions necessary or desirable to perfect and protect such security interest
have been duly taken or will be taken as soon as reasonably practicable after
the date hereof, (b) the chief place of business, the chief executive office and
the office where each keeps its records is 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx
Xxxx, Xxxxxxxxxx 00000, and (c) neither Debtor does any business under any
tradename or fictitious business name and has not had any other name.
5. FURTHER ASSURANCES. Each Debtor agrees that from time to
------------------
time, at the expense of the Debtors, such Debtor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, or that the Secured Party may request, in order
to perfect, protect, evidence, renew and/or continue the security interest
granted or purported to be granted hereby or to enable the Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral or otherwise effectuate the purposes and intents of this Agreement,
including without limitation, the filing of financing statements for all
jurisdictions designated by Secured Party. Each Debtor will also apply the
proceeds of the Collateral to the repayment of the Bridge Note immediately upon
receipt of such proceeds.
6. THE SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Each Debtor
--------------------------------------------
hereby irrevocably appoints the Secured Party as such Debtor's attorney-in-fact,
with full authority in the place and stead of such Debtor and in the name of
such Debtor, the Secured Party or otherwise, from time to time in the Secured
Party's discretion to take any action and to execute any instrument that the
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, and such Debtor agrees that such appointment constitutes a power
coupled with an interest and is irrevocable throughout the term of this
Agreement.
7. THE SECURED PARTY'S DUTIES AND LIABILITIES. The powers
------------------------------------------
conferred on the Secured Party hereunder are solely to protect its interest in
the Collateral and shall not impose any duty upon it to exercise any such
powers. The Secured Party shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral. The Secured
2
Party shall be deemed to exercise reasonable care in the custody and
preservation of such Collateral if such Collateral is accorded treatment
substantially equal to that which the Secured Party accords its own property.
8. INDEMNITY AND EXPENSES.
----------------------
(a) The Debtors jointly and severally agree to indemnify the
Secured Party from and against any and all claims, losses and liabilities
growing out of or resulting from this Agreement (including without
limitation, enforcement of this Agreement), except claims, losses or
liabilities resulting from the Secured Party's gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction.
(b) The Debtors jointly and severally will upon demand pay
to the Secured Party the amount of any and all reasonable expenses,
including the reasonable fees and disbursements of its counsel and of any
experts and agents, that the Secured Party may incur in connection with (i)
the administration of this Agreement, (ii) the custody, preservation, use
or operation of, or the sale of, collection from, or other realization
upon, any of the Collateral, (iii) the exercise or enforcement of any of
the rights of the Secured Party hereunder or (iv) the failure by the Debtor
to perform or observe any of the previsions hereof .
9. COUNTERPARTS. This Agreement may be executed in
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. WAIVER OF JURY TRIAL. THE DEBTORS AND THE SECURED PARTY
--------------------
HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
-------------
OBLIGATIONS OF THE DEBTORS AND SECURED PARTY HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
[remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the Debtors and the Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
STYLES ON VIDEO, INC.
By: /s/ X. Xxxxxx Xxxxxxx
--------------------------------
Name: X. Xxxxxx Xxxxxxx
---------------------------
Title: CEO
--------------------------
XXXXXXX XXXXX, INC.
By: /s/ N.H. Galgas
--------------------------------
Name: N.H. Galgas
---------------------------
Title: CEO
--------------------------
INTERNATIONAL DIGITAL INVESTORS,
L.P.
By: IDI Corp., a Delaware corporation,
its general partner
By:
----------------------------
Name:
------------------------
Title:
-----------------------
S-1
SCHEDULE I
TO SECURITY AGREEMENT
DESCRIPTION OF COLLATERAL
The "Collateral" shall mean all (except as otherwise provided below) of
each Debtor's right, title and interest of every kind and nature in and to the
following items (but none of such Debtor's duties or obligations with respect
thereto), tangible or intangible, whether now owned or in existence or hereafter
acquired and all products and proceeds thereof, wherever the same may be
located:
1. Any rights, claims, judgments, awards, orders or decrees arising
out of or in connection with any judicial action, litigation, arbitration,
mediation or other proceedings;
2. Any rights, claims, judgments, awards, orders or decrees
arising out of or in connection with any tax refund or credit by the Internal
Revenue Service or any state taxing authority to any Debtor with respect to any
fiscal year of any Debtor or under any tax return that has been or is filed with
respect to any fiscal year of any Debtor;
3. Any and all rights to payment for goods sold or leased or for
services rendered, including any such rights evidenced by Xxxxxxx Paper, whether
due or to become due and whether or not earned by performance (excluding any
such rights evidenced by Notes Receivable, the "Accounts");
--------
4. Any and all negotiable instruments, promissory notes,
acceptances, drafts, checks, certificates of deposit and other writings that
evidence a right to the payment of money by any other person or entity (the
"Notes Receivable");
----------------
5. Any and all chattel paper, including writings that evidence both
a monetary obligation and a security interest in or lease of specific goods (the
"Chattel Paper");
-------------
6. Any and all rights to payment;
I-1
7. Any and all goods that may at any time be held for sale or lease or to
be furnished under any contract of service, be so leased or furnished, or
constitute raw materials, work in process, parts, supplies or materials that are
or might be used or consumed in a business or in connection with the
manufacture, selling or leasing of such goods ("Inventory").
8. Any and all equipment and other goods (excluding Inventory), including
the following personal property: machinery, machine tools, office machinery
(including computers, typewriters and duplicating machines), motor vehicles,
trailers, rolling stock, motors, pumps, controls, tools parts, works of art,
furniture, furnishings and trade fixtures, all athletic equipment and supplies,
and all molds, dies, drawings, blueprints, reports, catalogs and computer
programs related to any of the above (together with all related property
described in paragraph 14, the "Equipment");
---------
9. Any and all fixtures, including machinery, equipment or appliances for
generating, storing or distributing air, water, heat, electricity, light, fuel
or refrigeration, for ventilating or sanitary purposes, elevators, safes,
laundry, kitchen and athletic equipment, trade fixtures, and telephone,
television and other communications equipment (the "Fixtures");
--------
10. Any and all documents, whether or not negotiable, including bills of
lading, warehouse receipts, trust receipts and like (the "Documents");
---------
11. Any and all stocks, bonds, general and limited partnership interests,
joint venture interests and other securities, subscription rights, options,
warrants, puts, calls and other rights with respect thereto, and investment and
brokerage accounts (the "Securities");
----------
12. Any and all general intangibles, contract rights and other property
described below (together with any property listed under paragraph 6 above, the
"General Intangibles"), including the following:
-------------------
(a) deposit and other accounts, including demand, time savings,
passbook and like accounts maintained with any bank, savings and loan
association, credit union, brokerage or other institution, and any and all
money, instruments and other property from time to time deposited therein
or credited thereto, or received, receivable or otherwise distributed
therefrom, in respect thereof in exchange therefor, including all interest
accruing thereon;
(b) insurance policies and all rights and claims therein or
thereunder (including prepaid and unearned premiums), including insurance
against casualty (including by fire and earthquake) or liability
(including against environmental cleanup costs), title insurance, business
1-2
interruption insurance and builders risk insurance, whether covering
personal or real property;
(c) any and all leases of real or personal property, licensing
agreements and other contracts, and all guarantees, warranties,
royalties, license fees and rights under such contracts;
(d) any and all governmental approvals, including permits,
licenses, certificates of use and occupancy (or their equivalents) and
zoning and other approvals, and tax and other refunds, compensation,
awards, payments and relief given or made by any governmental authority
(including condemnation awards);
(e) deposits, surety and other bonds, choses and things in
action, goodwill, computer programs, computer software (including all
source and object codes, all media of any type or nature on which source
or object codes are reproduced, copied, stored or maintained),
technology processes, proprietary information, patents, patent
applications, copyrights, copyright applications, trademarks, trademark
applications, service marks, trade and other names, trade secrets and
customer lists;
13. Any and all books and records (including ledgers,
correspondence, credit files, computer software, computer storage media and
electronically recorded data) pertaining to any Debtor or any of the foregoing
and all equipment, receptacles, containers and cabinets therefor;
14. Any and all accessions, appurtenances, components, repairs,
repair parts, spare parts, renewals, improvements, replacements, substitutions
and additions to, of or with respect to any of the foregoing;
15. Any and all rights, remedies, powers and privileges of any
Debtor with respect to any of the foregoing.
I-3
STATE OF DELAWARE
UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC - 1
----------------------------------------------------------------------------------------------------------------------------------
This FINANCING STATEMENT is presented to a Filing Officer for filing If to be filed with Recorder of Deeds indicate Tax
pursuant to the Uniform Commercial Code. Parcel No.(s). ______________________________________
No. of additional sheets presented__________________.
----------------------------------------------------------------------------------------------------------------------------------
PARTIES PARTIES
----------------------------------------------------------------------------------------------------------------------------------
Debtor (or Assignor) (last name first if individual) and mailing address: Secured Party(ies) (last name first if individual) and
address:
Styles on Video, Inc. International Digital Investors, L.P.
000 Xxxxxx Xxxxxx Xxxxx 00000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Xxxxxx Xxxxxx, Xxxxxxx 00000
----------------------------------------------------------------------------------------------------------------------------------
Debtor (or Assignor) (last name first if individual) and mailing address: Assignee (if any) of Secured Party(ies) and address of
Assignee:
----------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a Special Types of Parties (check X in applicable box(es))
security interest in collateral (check X in applicable box(es)) [_] The terms "Debtor" and "Secured Party" mean
[_] Already subject to a security interest in another jurisdiction "Lessee" and "Lessor", respectively.
when it was brought into this State. [_] The terms "Debtor" and "Secured Party" mean
[_] Already subject to a security interest in another jurisdiction when "Consignee" and "Consignor", respectively.
the Debtor's location changed to this State. [_] Debtor is a Transmitting Utility.
[_] Which is proceeds of the original collateral described below in [_] Debtor acting in representative capacity
which a security interest is perfected. (e.g., as trustee).
[_] Acquired after a change of name, identity or corporate structure ------------------------------------------------------
of Debtor. Filed With: Secretary of State
[_] As to which the filing has lapsed. ------------------------------------------------------
------------------------------------------------------------------------ Prepared By (Name and Address):
By: ____________________________________________________________________ Xxxxxx X. Xxxxxxxx, Esq.
Signature of Secured Party(ies) Title O'Melveny & Xxxxx LLP
(Required only if item is checked) 000 X. Xxxx Xx.
Xxx Xxxxxxx, XX 00000
------------------------------------------------------------------------ ------------------------------------------------------
[_] Check to request Continuation Statement notice
for additional fee.
----------------------------------------------------------------------------------------------------------------------------------
This Financing Statement covers the following types (or items) of property: Check only if applicable: [_] Products of collateral
are also covered.
All of the Collateral described in Schedule I attached hereto which is incorporated herein and made a part hereof by this
reference.
---------------------------------------------------------------------------------------------------------------------------------
If the collateral is crops, the crops are growing or to be grown on the following described real estate:
---------------------------------------------------------------------------------------------------------------------------------
If the collateral is (a) goods that are or are to become fixtures; (b) timber to be cut; or (c) minerals or the like (including oil
and gas) or accounts resulting from the sale thereof at the wellhead or minehead, the description of the real estate concerned
is: (check X in applicable box(es))
[_] Fixtures [_] Timber [_] Minerals or accounts resulting from sale thereof at wellhead or minehead
And this Financing Statement is to be filed in the real estate records where a mortgage on such real estate would be recorded. If
the Debtor does not have an interest of record, the name of a record owner is:
------------------------------------------------------------------------------------------------------------------------------------
THIS SPACE FOR USE OF FILING OFFICER
----------------------------------------------------------------- (DATE, TIME, NUMBER, FILING OFFICER)
By: /s/ X. Xxxxxx Xxxxxxx C.E.O.
____________________________________________________________
Signature of Debtor (or Assignor) Title
-----------------------------------------------------------------
By:
____________________________________________________________
Signature of Debtor (or Assignor) Title
DEBTOR: STYLES ON VIDEO, INC.
000 XXXXXX XXXXXX XXXXX
XXXXXXX XXXX, XX 00000
SCHEDULE I
DESCRIPTION OF COLLATERAL
The "Collateral" shall mean all (except as otherwise provided below) of
each Debtor's right, title and interest of every kind and nature in and to the
following items (but none of such Debtor's duties or obligations with respect
thereto), tangible or intangible, whether now owned or in existence or
hereafter acquired and all products and proceeds thereof, wherever the same may
be located:
1. Any rights, claims, judgments, awards, orders or decrees arising out of
or in connection with any judicial action, litigation, arbitration, mediation or
other proceedings (including any claims or rights to payment or proceeds under
any insurance policy insuring any Debtor, any defendant in such action or any
other person, agency or entity)(this provision being intended to create a lien
on such property under Sections 2881 and 2883 of the California Civil Code, in
addition to any liens under the Code.).
2. Any rights, claims, judgments, awards, orders or decrees arising out
of in connection with any tax refund or credit by the Internal Revenue Service
or any state taxing authority to any Debtor with respect to any fiscal year of
any Debtor or under any tax return that has been or is filed with respect to any
fiscal year of any Debtor.
3. Any and all rights to payment for goods sold or leased or for services
rendered, including any such rights evidenced by Xxxxxxx Paper, whether due or
to become due and whether or not earned by performance (excluding any such
rights evidenced by Notes Receivable, the "Accounts");
--------
4. Any and all negotiable instruments, promissory notes, acceptances,
drafts, checks, certificates of deposit and other writings that evidence a right
to the payment of money by any other person or entity (the "Notes Receivable");
----------------
5. Any and all chattel paper, including writings that evidence both a
monetary obligation and a security interest in or lease of specific goods (the
"Chattel Paper");
-------------
6. Any and all rights to payment;
I-1
7. Any and all goods that may at any time be held for sale or
lease or to be furnished under any contract of service, be so leased or
furnished, or constitute raw materials, work in process, parts, supplies or
materials that are or might be used or consumed in a business or in connection
with the manufacture, selling or leasing of such goods ("Inventory");
8. Any and all equipment and other goods (excluding
Inventory), including the following personal property: machinery, machine tools,
office machinery (including computers, typewriters and duplicating machines),
motor vehicles, trailers, rolling stock, motors, pumps, controls, tools, parts,
works of art, furniture, furnishings and trade fixtures, all athletic equipment
and supplies, and all molds, dies, drawings, blueprints, reports, catalogs and
computer programs related to any of the above (together with all related
property described in paragraph 14, the "Equipment");
---------
9. Any and all fixtures, including machinery, equipment or
appliances for generating, storing or distributing air, water, heat,
electricity, light, fuel or refrigeration, for ventilating or sanitary
purposes, elevators, safes, laundry, kitchen and athletic equipment, trade
fixtures, and telephone, television and other communications equipment (the
"Fixtures");
--------
10. Any and all documents, whether or not negotiable, including
bills of lading, warehouse receipts and the like (the "Documents");
---------
11. Any and all stocks, bonds, general and limited partnership
interests, joint venture interests and other securities, subscription rights,
options, warrants, puts, calls and other rights with respect thereto, and
investment and brokerage accounts (the "Securities");
----------
12. Any and all general intangibles, contract rights and other
property described below (together with any property listed under paragraph 6
above, the "General Intangibles"), including the following:
-------------------
(a) deposit and other accounts including demand, time
savings, passbook and like accounts maintained with any bank,
savings and loan association, credit union, brokerage or other
institution, and any and all money, instruments and other property
from time to time deposited therein or credited thereto, or
received, receivable or otherwise distributed therefrom, in respect
thereof or in exchange therefore, including all interest accruing
thereon;
(b) insurance policies and all rights and claims therein
or thereunder (including prepaid and unearned premiums), including
insurance against casualty (including by fire or earthquake) or
liability (including against environmental cleanup costs), title
insurance, business
I-2
interruption insurance and builders risk insurance, whether
covering personal or real property;
(c) any and all leases of real or personal property,
licensing agreements and other contracts, and all guarantees,
warranties, royalties, license fees and rights under such
contracts;
(d) any and all governmental approvals, including permits,
licenses, certificates of use and occupancy (or their
equivalents) and zoning and other approvals, and tax and other
refunds, compensation, awards, payments and relief given or
made by any governmental authority (including condemnation
awards);
(e) deposits, surety and other bonds, chooses and things in
action, goodwill, computer programs, computer software
(including all source and object codes, all media of any type or
nature on which such source or object codes are reproduced,
copied, stored or maintained), technology processes, proprietary
information, patents, patent applications, copyrights, copyright
applications, trademarks, trademark applications, service marks,
trade and other names, trade secrets and customer lists;
13. Any and all books and records (including ledgers,
correspondence, credit files, computer storage media and electronically
recorded data) pertaining to any Debtor or any of the foregoing and all
equipment, receptacles, containers and cabinets therefore;
14. Any and all accessions, appurtenances, components, repairs,
repair parts, spare parts, renewals, improvements, replacements, substitutions
and additions to, of or with respect to any of the foregoing;
15. Any and all rights, remedies, powers and privileges of any
Debtor with respect to any of the foregoing.
I-3
Debtor: Styles on Video, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
SCHEDULE I
DESCRIPTION OF COLLATERAL
The "Collateral" shall mean all (except as otherwise provided
below) of each Debtor's right, title and interest of every kind and nature in
and to the following items (but none of such Debtor's duties or obligations with
respect thereto), tangible or intangible, whether now owned or in existence or
hereafter acquired and all products and proceeds thereof, wherever the same may
be located:
1. Any rights, claims, judgments, awards, orders or decrees
arising out of or in connection with any judicial action litigation,
arbitration, mediation or other proceedings (including any claims or rights to
payment or proceeds under any insurance policy insuring any Debtor, any
defendant in such action or any other person, agency or entity) (this provision
being intended to create a lien on such property under Sections 2881 and 2883 of
the California Civil Code, in addition to any liens under the Code.).
2. Any rights, claims, judgments, awards, orders or decrees
arising out of or in connection with any tax refund or credit by the Internal
Revenue Service or any state taxing authority to any Debtor with respect to any
fiscal year of any Debtor or under any tax return that has been filed with
respect to any fiscal year of any Debtor.
3. Any and all rights to payment for goods sold or leased or
for services rendered, including any such rights evidenced by Xxxxxxx Paper,
whether due or to become due and whether or not earned by performance (excluding
any such rights evidenced by Notes Receivable, the "Accounts");
--------
4. Any and all negotiable instruments, promissory notes,
acceptances, drafts, checks, certificates of deposit and other writings that
evidence a right to the payment of money by any other person or entity (the
"Notes Receivable");
----------------
5. Any and all chattel paper, including writings that evidence
both a monetary obligation and a security interest in or lease of specific goods
(the "Chattel Paper");
-------------
6. Any and all rights to payment;
7. Any and all goods that may at any time be held for sale or lease or
to be furnished under any contract of service, be so leased or furnished, or
constitute raw materials, work in process, parts, supplies or materials that are
or might be used or consumed in a business or in connection with the
manufacture, selling or leasing of such goods ("Inventory");
8. Any and all equipment and other goods (excluding Inventory),
including the following personal property; machinery, machine tools, office
machinery (including computers, typewriters and duplicating machines), motor
vehicles, trailers, rolling stock, motors, pumps, controls, tools, parts, works
of art, furniture, furnishings and trade fixtures, all athletic equipment and
supplies, and all molds, dies, drawings, blueprints, reports, catalogs and
computer programs related to any of the above (together with all related
property described in paragraph 14, the "Equipment");
---------
9. Any and all fixtures, including machinery, equipment or appliances
for generating, storing or distributing air, water, heat, electricity, light,
fuel or refrigeration, for ventilating or sanitary purposes, elevators, safes,
laundry, kitchen and athletic equipment, trade fixtures, and telephone,
television and other communications equipment (the "Fixtures") ;
--------
10. Any and all documents, whether or not negotiable, including bills of
lading, warehouse receipts, trust receipts and the like (the "Documents");
---------
11. Any and all stocks, bonds, general and limited partnership interests,
joint venture interests and other securities, subscription rights, options,
warrants, puts, calls and other rights with respect thereto, and investment and
brokerage accounts (the "Securities");
----------
12. Any and all general intangibles, contract rights and other property
described below (together with any property listed under paragraph 6 above, the
"General Intangibles"), including the following:
-------------------
(a) deposit and other accounts, including demand, time savings,
passbook and like accounts maintained with any bank, savings and loan
association, credit union, brokerage or other institution, and any and all
money, instruments and other property from time to time deposited therein
or credited thereto, or received, receivable or otherwise distributed
therefrom, in respect thereof or in exchange therefor, including all
interest accruing thereon;
(b) insurance policies and all rights and claims therein or
thereunder (including prepaid and unearned premiums), including insurance
against casualty (including by fire or earthquake) or liability (including
against environmental cleanup costs), title insurance, business
I-2
interruption insurance and builders risk insurance, whether covering
personal or real property;
(c) any and all leases of real or personal property, licensing
agreements and other contracts, and all guarantees, warranties,
royalties, license fees and rights under such contracts;
(d) any and all governmental approvals, including permits,
licenses, certificates of use and occupancy (or their equivalents) and
zoning and other approvals, and tax and other refunds, compensation,
awards, payments and relief given or made by any governmental
authority (including condemnation awards);
(e) deposits, surety and other bonds, choses and things in
action, goodwill, computer programs, computer software (including all
source and object codes, all media of any type or nature on which such
source or object codes are reproduced, copied, stored or maintained),
technology processes, proprietary information, patents, patent
applications, copyrights, copyright applications, trademarks,
trademark applications, service marks, trade and other names, trade
secrets and customer lists;
13. Any and all books and records (including ledgers, correspondence,
credit files, computer software, computer storage media and electronically
recorded data) pertaining to any Debtor or any of the foregoing and all
equipment, receptacles, containers and cabinets therefor;
14. Any and all accessions, appurtenances, components, repairs,
repair parts, spare parts, renewals, improvements, replacements, substitutions
and additions to, of or with respect to any of the foregoing;
15. Any and all rights, remedies, powers and privileges of any Debtor
with respect to any of the foregoing.
I-3
Debtor: Xxxxxxx Xxxxx, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
SCHEDULE I
Description of Collateral
The "Collateral" shall mean all (except as otherwise provided below)
of each Debtor's right, title and interest of every kind and nature in and to
the following items (but none of such Debtor's duties or obligations with
respect thereto), tangible or intangible, whether now owned or in existence or
hereafter acquired and all products and proceeds thereof, wherever the same may
be located:
1. Any rights, claims, judgments, awards, orders or decrees arising
out of or in connection with any judicial action, litigation, arbitration,
mediation or other proceedings (including any claims or rights to payment or
proceeds under any insurance policy insuring any Debtor, any defendant in such
action or any other person, agency or entity) (this provision being intended to
create a lien on such property under Sections 2881 and 2883 of the California
Civil Code, in addition to any liens under the Code.).
2. Any rights, claims, judgments, awards, orders or decrees arising
out of or in connection with any tax refund or credit by the Internal Revenue
Service or any state taxing authority to any Debtor with respect to any fiscal
year of any Debtor or under any tax return that has been or is filed with
respect to any fiscal year of any Debtor.
3. Any and all rights to payment for goods sold or leased or for
services rendered, including any such rights evidenced by Xxxxxxx Paper, whether
due or to become due and whether or not earned by performance (excluding any
such rights evidenced by Notes Receivable, the "Accounts");
--------
4. Any and all negotiable instruments, promissory notes,
acceptances, drafts, checks, certificates of deposit and other writings that
evidence a right to the payment of money by any other person or entity (the
"Notes Receivable");
----------------
5. Any and all chattel paper, including writings that evidence both
a monetary obligation and a security interest in or lease of specific goods (the
"Chattel Paper");
-------------
6. Any and all rights to payment;
I-1
7. Any and all goods that may at any time be held for sale or lease
or to be furnished under any contract of service, be so leased or furnished, or
constitute raw materials, work in process, parts, supplies or materials that
are or might be used or consumed in a business or in connection with the
manufacture, selling or leasing of such goods ("Inventory");
8. Any and all equipment and other goods (excluding Inventory),
including the following personal property: machinery, machine tools, office
machinery (including computers, typewriters and duplicating machines), motor
vehicles, trailers, rolling stock, motors, pumps, controls, tools, parts, works
of art, furniture, furnishings and trade fixtures, all athletic equipment and
supplies, and all molds, dies, drawings, blueprints, reports, catalogs and
computer programs related to any of the above (together with all related
property described in paragraph 14, the "Equipment");
---------
9. Any and all fixtures, including machinery, equipment or
appliances for generating, storing or distributing air, water, heat,
electricity, light, fuel or refrigeration, for ventilating or sanitary purposes,
elevators, safes, laundry, kitchen and athletic equipment, trade fixtures, and
telephone, television and other communications equipment (the "Fixtures");
--------
10. Any and all documents, whether or not negotiable, including bills
of lading, warehouse receipts, trust receipts and the like (the "Documents");
---------
11. Any and all stocks, bonds, general and limited partnership
interests, joint venture interests and other securities, subscription rights,
options, warrants, puts, calls and other rights with respect thereto, and
investment and brokerage accounts (the "Securities");
----------
12. Any and all general intangibles, contract rights and other
property described below (together with any property listed under paragraph 6
above, the "General Intangibles"), including the following:
-------------------
(a) deposit and other accounts, including demand, time savings,
passbook and like accounts maintained with any bank, savings and loan
association, credit union, brokerage or other institution, and any and
all money, instruments and other property from time to time deposited
therein or credited thereto, or received, receivable or otherwise
distributed therefrom, in respect thereof or in exchange therefor,
including all interest accruing thereon;
(b) insurance policies and all rights and claims therein or
thereunder (including prepaid and unearned premiums), including
insurance against casualty (including by fire or earthquake) or
liability (including against environmental cleanup costs), title
insurance, business
I-2
interruption insurance and builders risk insurance, whether covering
personal or real property;
(c) any and all leases of real or personal property, licensing
agreements and other contracts, and all guarantees, warranties,
royalties, license fees and rights under such contracts;
(d) any and all governmental approvals, including permits,
licenses, certificates of use and occupancy (or their equivalents) and
zoning and other approvals, and tax and other refunds, compensation,
awards, payments and relief given or made by any governmental
authority (including condemnation awards);
(e) deposits, surety and other bonds, choses and things in
action, goodwill, computer programs, computer software (including all
source and object codes, all media of any type or nature on which such
source or object codes are reproduced, copied, stored or maintained),
technology processes, proprietary information, patents, patent
applications, copyrights, copyright applications, trademarks,
trademark applications, service marks, trade and other names, trade
secrets and customer lists;
13. Any and all books and records (including ledgers, correspondence,
credit files, computer software, computer storage media and electronically
recorded data) pertaining to any Debtor or any of the foregoing and all
equipment, receptacles, containers and cabinets therefor;
14. Any and all accessions, appurtenances, components, repairs,
repair parts, spare parts, renewals, improvements, replacements, substitutions
and additions to, of or with respect to any of the foregoing;
15. Any and all rights, remedies, powers and privileges of any Debtor
with respect to any of the foregoing.
I-3
