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EXHIBIT 10.6
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT, dated as of March 24, 2000, by
and among the Grantors identified as such on the signature pages hereof (each a
"Grantor" and collectively "Grantors"), in favor of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation, in its capacity as Agent for Lenders.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to that certain Credit Agreement dated as of
the date hereof by and among Xxxxxxx, the Persons named therein as Credit
Parties, Agent and the Persons signatory thereto from time to time as Lenders
(including all annexes, exhibits or schedules thereto, and as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
Lenders have agreed to make the Loans and to incur Letter of Credit Obligations
on behalf of Xxxxxxx;
WHEREAS, Agent and Lenders are willing to make the Loans and
to incur Letter of Credit Obligations as provided for in the Credit Agreement,
but only upon the condition, among others, that Grantors shall have executed and
delivered to Agent, for itself and the ratable benefit of Lenders, that certain
Security Agreement dated as of the date herewith (including all annexes,
exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "Security Agreement");
WHEREAS, pursuant to the Security Agreement, Grantors are
required to execute and deliver to Agent, for itself and the ratable benefit of
Lenders, this Patent Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise
defined herein have the meanings given to them in Annex A thereto to the Credit
Agreement.
2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Grantors
hereby grant to Agent, on behalf of itself and Lenders, a continuing first
priority security interest in all of Grantors' right, title and interest in, to
and under the following, whether presently existing or hereafter created or
acquired (collectively, the "Patent Collateral"):
(a) all of its Patents and Patent Licenses to which it is a
party including those referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the
foregoing; and
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(c) all products and proceeds of the foregoing, including,
without limitation, any claim by Grantors against third parties for past,
present or future infringement or dilution of any Patent or any Patent licensed
under any Patent License.
3. SECURITY AGREEMENT. The security interests granted pursuant
to this Patent Security Agreement are granted in conjunction with the security
interests granted to Agent, on behalf of itself and Lenders, pursuant to the
Security Agreement. Grantors hereby acknowledge and affirm that the rights and
remedies of Agent with respect to the security interest in the Patent Collateral
made and granted hereby are more fully set forth in the Security Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein.
[signature page follows]
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IN WITNESS WHEREOF, each of the parties has caused this Patent
Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.
"Grantors"
XXXXXXX PIANO & ORGAN COMPANY, a Delaware corporation
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President and Chief Financial Officer
Address for Notices:
0000 Xxxxxxx Xxxxx
Xxxxx, XX 00000-0000
Attention: Chief Financial Officer
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
THE WURLITZER COMPANY, a Delaware corporation
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Vice President and Chief Financial Officer
Address for Notices:
c/x Xxxxxxx Piano & Organ Company
0000 Xxxxxxx Xxxxx
Xxxxx, XX 00000-0000
Attention: Chief Financial Officer
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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"Agent"
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
A Duly Authorized Signatory
Address for Notices:
000 Xxxxxxxxxxx Xxxxxx, Xxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Account Manager - Xxxxxxx Piano
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this 24th day of March, 2000 before me personally appeared
Xxxxx X. Xxxxxx, proved to me on the basis of satisfactory evidence to be the
person who executed the foregoing instrument on behalf of Xxxxxxx Piano & Organ
Company, who being by me duly sworn did depose and say that he is an authorized
officer of said corporation, that the said instrument was signed on behalf of
said corporation as authorized by its Board of Directors and that he
acknowledged said instrument to be the free act and deed of said corporation.
/s/ XXXXX X. XXXXXXXX
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{seal} Notary Public
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ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this 24th day of March, 2000 before me personally appeared
Xxxxx X. Xxxxxx, proved to me on the basis of satisfactory evidence to be the
person who executed the foregoing instrument on behalf of The Wurlitzer Company,
who being by me duly sworn did depose and say that he is an authorized officer
of said corporation, that the said instrument was signed on behalf of said
corporation as authorized by its Board of Directors and that he acknowledged
said instrument to be the free act and deed of said corporation.
/s/ XXXXX X. XXXXXXXX
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{seal} Notary Public
