1
EXHIBIT 10.4
INTELLECTUAL PROPERTY SECURITY AGREEMENT
INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of January
22, 1997, made by LDM Technologies, Inc., a Michigan corporation (the
"Grantor") in favor of BankAmerica Business Credit, Inc., as agent for the
financial institutions party to the Loan and Security Agreement referred to
below (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, the Grantor has entered into a Loan and Security
Agreement, dated as of January 22, 1997, among the Grantor, the financial
institutions party thereto (the "Lenders") and the Agent (said agreement, as it
may hereafter be amended or otherwise modified from time to time, being the
"Loan and Security Agreement" and the terms defined therein and not otherwise
defined herein being used herein having the meanings therein assigned); and
WHEREAS, it is a condition precedent to the making of the
Loans and the issuance of the Letters of Credit that the Grantor shall have
entered into this Agreement;
NOW, THEREFORE, in consideration of the premises and in order
to induce the Lenders to make the Loans and the issuers to issue the Letters of
Credit, the Grantor hereby agrees as follows:
1. Defined Terms. The following terms have the
following meanings (such meanings being equally applicable to both the singular
and the plural forms of the terms defined):
"Agreement" means this Intellectual Property Security
Agreement, as the same may from time to time be amended, modified or
supplemented, and shall refer to this Intellectual Property Security Agreement
as in effect on the date such reference becomes operative.
"Copyrights" means copyrights, registrations and applications
therefor, and any and all (i) renewals and extensions thereof, (ii) income,
royalties, damages and payments now and hereafter due or payable or both with
respect thereto, including, without limitation, damages and payments for past
or future infringements or misappropriations thereof, (iii) rights to xxx for
past, present and future infringements or misappropriations thereof, and (iv)
all other rights corresponding thereto throughout the world.
"Intellectual Property Collateral" has the meaning
assigned to such term in Section 2 of this Agreement.
"Licenses" means license agreements in which the Grantor
grants or receives a grant of any interest in Copyrights, Trademarks, Patents
and Trade Secrets (all as defined herein) and
2
other intellectual property and any and all (i) renewals, extensions,
supplements, amendments and continuations thereof, (ii) income, royalties,
damages and payments now and hereafter due or payable to the Grantor with
respect thereto, including, without limitation, damages and payments for past
or future violations or infringements or misappropriations thereof, and (iii)
rights to xxx for past, present and future violations or infringements thereof.
"Patent" all means patents and patent applications along with
any and all (i) inventions and improvements described and claimed therein, (ii)
reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof, (iii) income, royalties, damages and payments
now and hereafter due and/or payable to the Grantor with respect thereto,
including, without limitation, damages and payments for past or future
infringements or misappropriations thereof, (iv) rights to xxx for past,
present and future infringements or misappropriations thereof, and (v) all
other rights corresponding thereto throughout the world.
"Trademarks" means trademarks (including service marks and
trade names, whether registered or at common law), registrations and
applications therefor, and the entire product lines and goodwill of Grantor's
business symbolized thereby and sufficient to produce or procure goods
connected therewith, together with any and all (i) renewals thereof, (ii)
income, royalties, damages and payments now and hereafter due or payable or
both with respect thereto, including, without limitation, damages and payments
for past or future infringements or misappropriations thereof, (iii) rights to
xxx for past, present and future infringements or misappropriations thereof,
and (iv) all other rights corresponding thereto throughout the world.
"Trade Secrets" means trade secrets, along with any and all
(i) income, royalties, damages and payments now and hereafter due and/or
payable to the Grantor with respect thereto, including, without limitation,
damages and payments for past or future infringements or misappropriations
thereof, (ii) rights to xxx for past, present and future infringements or
misappropriations thereof, and (iii) all other rights corresponding thereto
throughout the world.
The words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Agreement as a whole, including the Exhibits
and schedules hereto, and not to any particular section, subsection or clause
contained in this Agreement.
2. Grant of Security Interest in Intellectual Property
Collateral. In order to secure the complete and due and punctual payment of all
of the Obligations, the Grantor hereby grants and conveys to the Agent for its
benefit and for the ratable benefit of the Lenders as collateral security, a
continuing security interest in all of the Grantor's entire right, title and
interest in and to intellectual property rights now owned or existing and
hereafter acquired or arising in the following assets, subject to the
provisions set forth below in this Section 2 (all of which being hereinafter
referred to as the "Intellectual Property Collateral"):
(a) all Trademarks of the Grantor, including, without
limitation, the Trademarks listed on Schedule A hereto;
-2-
3
(b) all Copyrights of the Grantor, including, without
limitation, the Copyrights listed on Schedule B hereto;
(c) all Licenses of the Grantor, including, without
limitation, the Licenses listed on Schedule C hereto;
(d) all Patents of the Grantor, including, without
limitation, the Patents listed on Schedule D hereto;
(e) all Trade Secrets of the Grantor; and
(f) the entire goodwill of the Grantor's business connected
with the use of and symbolized by the Trademarks;
provided, however, that nothing hereunder constitutes or shall
be deemed to constitute the grant of a security interest in favor of the Agent
with respect to any Intellectual Property Collateral to the extent prohibited
by applicable law.
3. Representations and Warranties. The Grantor
represents and warrants that:
(a) The Trademarks, Copyrights, Licenses, Patents and Trade
Secrets are subsisting and have not been adjudged invalid or
unenforceable, in whole or in part;
(b) The Grantor has not previously assigned, transferred,
conveyed or otherwise encumbered such right, title and interest
(other than pursuant to Liens permitted by Section 6.4 of the
Loan and Security Agreement);
(c) The Grantor is the sole and exclusive owner of the
Intellectual Property Collateral, all of which is free and clear
of any Liens, charges and encumbrances (other than pursuant to
Liens permitted by Section 9.19 of the Loan and Security
Agreement), and, to its knowledge, no other person or entity has
any claim with respect to the Intellectual Property Collateral
whatsoever, except pursuant to the Trademark License Agreement;
(d) Schedules A, B, C and D attached hereto list all
Trademarks, registered Copyrights, and Licenses and Patents
related to the Intellectual Property Collateral;
(e) The Intellectual Property Collateral is sufficient for
the purpose of producing or procuring goods, performing services
and otherwise carrying on the business of the Grantor;
(f) To the best of the Grantor's knowledge, the
Intellectual Property Collateral does not infringe any rights
owned or possessed by any third party;
-3-
4
(g) There are no claims, judgments or settlements to be
paid by the Grantor or pending claims or litigation relating to
the Intellectual Property Collateral, except as set forth on
Schedule E hereto;
(h) No effective security agreement, financing statement,
equivalent security or lien instrument or continuation statement covering
all or any part of the Intellectual Property Collateral is on file or of
record in any public office, except such as may have been filed by the
Grantor in favor of the Agent for the benefit of itself and the Lenders
pursuant to this Agreement or such as relate to other Liens permitted by
Section 9.19 of the Loan and Security Agreement; and
(i) All appropriate documents have been delivered to the
Agent for filing with the United States Patent and Trademark Office and the
United States Copyright Office and any appropriate filing offices located
in foreign countries, and when filed this Agreement is effective to create
a valid and continuing first priority lien on and first priority security
interest in the Intellectual Property Collateral in favor of the Agent for
the benefit of itself and the Lenders. All action necessary or desirable
to protect and create such security interest in each item of the
Intellectual Property Collateral has been duly taken.
4. Rights and Remedies; Application of Monies.
(a) Upon the occurrence and during the continuation of a
Default or an Event of Default, the Agent may to the fullest extent permitted
by applicable law, and without advertisement, hearing or process of law in any
kind, (i) subject to section 4(f) hereof, exercise any and all rights as
beneficial and legal owner of the Intellectual Property Collateral, including,
without limitation, any and all consensual rights and powers with respect to
the Intellectual Property Collateral, and (ii) sell or assign or grant a
license or franchise to use, or cause to be sold or assigned or granted a
license or franchise to use, any or all of the Intellectual Property
Collateral, in each case free of all rights and claims of Grantor therein and
thereto (but subject, in each case, to the rights of others heretofore granted
or created by Grantor in the ordinary course of business). Upon the occurrence
and during the continuation of an Event of Default, the Agent may (i) sell or
assign the Intellectual Property Collateral, or any part thereof, for cash upon
credit as the Agent may reasonably deem appropriate or (ii) grant licenses or
franchises or both to use the Intellectual Property Collateral on such terms
and conditions as the Agent shall reasonably determine. In connection
therewith, the Agent shall have the right to impose such limitations and
restrictions on the sale or assignment of the Intellectual Property Collateral
as the Agent may deem to be necessary or appropriate to comply with any law,
rule or regulation (federal, state, local or that of a foreign country) having
applicability to any such sale and requirements for any necessary governmental
approvals.
(b) It is expressly understood that, anything herein to
the contrary notwithstanding, the Grantor shall remain liable under each of its
General Intangibles and each of its Licenses to observe and perform all the
conditions and obligations to be observed by it thereunder and the Grantor
shall perform all of its duties and obligations thereunder, all in accordance
with and pursuant to the terms and provisions of each such General Intangible
or License except for such
-4 -
5
non-observance or non-performance as in the aggregate has no reasonable
likelihood of resulting in a Material Adverse Effect. Neither Agent nor any
Lender shall have any obligation or liability under any General Intangible or
License by reason of or arising out of this Agreement or the granting to Agent
and the Lenders of a security interest herein, nor shall Agent or any Lender be
required or obligated in any manner to perform or fulfill any of the
obligations of the Grantor under or pursuant to any General Intangible or
License, or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance
by any party under any General Intangible or License, or to present or file any
claim, or to take any action to collect or enforce any performance or the
payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.
(c) Except as provided in this Section 4, Grantor hereby
expressly waives, to the fullest extent permitted by applicable law, any and
all notices, advertisements, hearings or process of law in connection with the
exercise by the Agent of any of its rights and remedies hereunder. The Agent
shall not be liable to any Person for any incorrect or improper payment made
pursuant to this Section 4, in the absence of gross negligence or willful
misconduct.
(d) Notwithstanding any provisions of this Agreement to
the contrary, if, after giving effect to any sale, transfer, assignment or
other disposition of any or all of the intellectual Collateral pursuant hereto
and after the application of the proceeds hereunder to obligations, any
Obligations remain unpaid or unsatisfied, Grantor shall remain liable for the
unpaid and unsatisfied amount of such Obligations.
(e) This Agreement is made to provide for and secure
repayment of the Obligations of the Grantor in the following order of priority
indicated:
First, to the payment of the costs and expenses of such sale,
transfer, assignment or other disposition, including, without limitation,
all expenses and liabilities (including reasonable compensation to the
agents of, and counsel to, the Agent and the Lenders) and advances made or
incurred by the Agent and the Lenders in connection therewith or pursuant
to Section 15 or 19 hereof;
Next, to the Lenders and the Agent, pro rata, for the payment
in full of the Obligations;
Finally, after payment in full of all of the Obligations, to
the payment to the Grantor, or its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.
(f) Upon the declaration of an Event of Default,the Grantor
agrees that it will promptly (and in any event within three Business Days)
deliver to the Agent or its designee an assignment of the Intellectual Property
Collateral, duly executed by the Grantor, in substantially the
-5-
6
form of Schedule F annexed hereto. The Grantor agrees that the Agent may duly
execute such an assignment as Grantor's true and lawful attorney-in-fact
pursuant to Section 16 hereof.
5. Security Interest Absolute. All rights of the Agent
and the Lenders and security interests granted herein, and all obligations of
the Grantor pursuant hereto, shall be absolute and unconditional irrespective
of:
(a) the lack of validity or enforceability of any
provisions in the Loan and Security Agreement, or any other Loan
Document or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any
other amendment or waiver of or any consent to any departure
from the Loan and Security Agreement, or any other Loan
Document;
(c) any exchange, release or non-perfection of any
Collateral other than the Intellectual Property Collateral, or
any release or amendment or waiver of or consent to departure
from any guaranty, for all or any of the Obligations; or
(d) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Grantor or a
third-party grantor.
6. Termination of Security Interest. This Agreement, and
the security interests created or granted hereby or thereby, shall terminate
when the later of the following shall have occurred: (a) the date that the last
Obligations shall have been fully and indefeasibly paid and satisfied and (b)
the date as of which the last of the Commitments and any other obligations that
the Agent and the Lender have under any of the Loan Documents or related
documents and instruments have terminated, at which time the Agent (without
recourse upon, or any warranty whatsoever by, the Agent) shall execute and
deliver to Grantor, for filing in each office in which any security agreement,
notice or other filing, or any part thereof, shall have been filed, an
instrument releasing the Agent's security interest in the Intellectual Property
Collateral, and such other documents and instruments to terminate any security
interest of the Agent granted hereby as Grantor may reasonably request, all
without recours upon, or warranty whatsoever by, the Agent, except that the
same shall be free and clear of any claims, liens or encumbrances created by or
in respect of the Agent, and at the cost and expense of Grantor.
7. Use and Protection of Intellectual Property
Collateral. Notwithstanding anything to the contrary contained herein,
unless an Event of Default has occurred and is continuing, the Grantor may
continue to exploit, license, use, enjoy and protect (whether in the United
States of America or any foreign jurisdiction) the Intellectual Property
Collateral in the ordinary course of business and from time to time execute and
deliver, upon written request of Grantor and at Grantor's sole cost and
expense, any and all instruments, certificates or other documents, in the form
so requested, necessary or appropriate in the judgment of Grantor to enable
Grantor to do so.
-6-
7
(b) In order to more fully protect the Intellectual
Property Collateral in respect of which security interests have been granted to
the Agent by the Grantor hereunder, the Grantor may hereafter transfer to the
Agent such additional rights, privileges, marks and licenses as Grantor may in
its discretion be necessary and appropriate to the continuing exploitation,
licensing, use, enjoyment and protection (whether in the United States of
America or any foreign jurisdiction) of the Intellectual Property Collateral.
8. Duties of Grantor. The Grantor shall have the duty
to preserve and maintain all rights in the Intellectual Property Collateral
(including, without limitation, the duty to use, for the duration of this
Agreement, consistent standards of quality in respect of the products sold by
it under the Trademarks) in respect of which a failure to be able to continue
to use the same would have a Material Adverse Effect in a manner substantially
consistent with its present practices. The Grantor shall take all action
reasonably requested by the Agent to register, record and/or perfect the
Agent's rights hereunder. Such duties shall include, but not be limited to,
the following:
(a) The Grantor shall take appropriate action at its
expense to halt the infringement of any of the Intellectual Property if such
infringement would have a Material Adverse Effect;
(b) The Grantor shall not amend, modify, terminate or
waive any provisions of any other contract to which the Grantor is a party in
any manner which might have a Material Adverse Effect.
9. Payment of Obligations. The Grantor will pay
promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Intellectual Property Collateral or in respect of its income
or profits therefrom and all claims of any kind, except that no such charge
need be paid if (i) such non-payment does not involve any danger of forfeiture
or loss of any of the Intellectual Property Collateral or any interest therein
and (ii) such charge is adequately reserved against in accordance with and to
the extent required by GAAP.
10. The Agent's Right to Xxx. Whenever an Event of
Default shall have occurred and be continuing, the Agent shall have the right,
but shall in no way be obligated, to bring suit in its own name (subject to
Section 4 (f)) to protect or enforce the Trademarks, Copyrights, Licenses,
Patents and Trade Secrets, and, if the Agent shall commence any such suit,
Grantor shall, at the request of the Agent, do any and all lawful acts and
execute any and all proper documents required by the Agent in aid of such
protection or enforcement.
11. Maintenance of Records. The Grantor will keep and
maintain as its own cost and expense satisfactory and complete records of the
Intellectual Property Collateral. For the Agent's and the Lenders' further
security, the Grantor agrees that the Agent and the Lenders shall have a
special property interest in all of the Grantor's books and records pertaining
to the Intellectual Property Collateral and, upon the occurrence and during the
continuation of any Event of Default, the Grantor shall deliver and turn over
copies of any such books and records to the Agent or its representatives at any
time on demand of the Agent. Prior to the occurrence of an Event of Default
-7-
8
and upon reasonable notice from the Agent, the Grantor shall permit any
representative of the Agent to inspect such books and records as set forth in
Section 12.
12. Right of Inspection. Upon reasonable notice to the
Grantor (unless an Event of Default has occurred and is continuing, in which
case no notice is necessary), the Agent shall at all times have full and free
access during normal business hours to all the books and records and
correspondence of the Grantor, and the Agent or its representatives may examine
the same, take extracts therefrom and make photocopies thereof, and the Grantor
agrees to render to the Agent, at the Grantor's cost and expense, such clerical
and other assistance as may be reasonably requested with regard thereto.
13. No Waiver; Cumulative Remedies. No failure on the
part of the Agent to exercise, and no delay on the part of the Agent in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Agent preclude other or further exercise of any other right,
power or remedy. All remedies hereunder are cumulative and are not exclusive
of any other remedies that may be available to the Agent whether at law, in
equity or otherwise.
14. Notices. Except as otherwise provided herein,
whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served
upon any of the parties by any other party, or whenever any of the parties
desires to give or serve upon any other a communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and either shall be delivered in person
or sent by registered or certified mail, return receipt requested, postage
prepaid, or by facsimile transmission and confirmed by facsimile transmission
answer back addressed as provided in Section 15.8 of the Loan and Security
Agreement, or at such other address as may be substituted by notice given as
herein provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, transmitted and confirmed by facsimile transmission answerback or
three (3) Business Days after the same shall have been deposited in the United
States mail. Failure or delay in delivering copies of any notice, demand,
request, consent, approval, declaration or other communication to the persons
designated above to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration
or other communication.
15. Expenses of Collection. The Grantor hereby agrees to
pay all expenses of the Agent, including reasonable attorneys' fees, incurred
with respect to the collection of any of the Intellectual Property Collateral
and the enforcement of the respective rights of the Agent and the Lenders
hereunder (together with interest thereon from and after the date of payment of
such expenses by the Agent in accordance with the Base Rate then in effect for
Loans under the Loan and Security Agreement), which expenses together with
interest thereon as aforesaid shall constitute Obligations.
-8-
9
16. Agent Appointed Attorney-in-Fact. Granter hereby
irrevocably constitutes and appoints the Agent and any officer or agent
thereof, with full power of substitution, as Grantor's true and lawful
attorney-in-fact, for the purpose of taking such action and executing
agreements, instruments and other documents, in the name of Grantor or
otherwise, not inconsistent with the express provisions of this Agreement, as
the Agent may deem necessary or advisable to accomplish the purposes hereof,
which appointment is an agency coupled with an interest and is irrevocable
until payment in full of all Obligations. The Agent agrees that until the
occurrence and continuation of an Event of Default, it will forbear from
exercising the power of attorney or any rights granted to the Agent pursuant to
this Section 16.
17. Governing Law; Binding Effect; Assignment. This
Agreement shall be governed by and construed in accordance with the law of the
State of Illinois. This Agreement shall be binding upon Grantor and the Agent
and their respective successors and assigns and shall inure to the benefit of
Grantor and the Agent and their respective successors and assigns; provided,
however, that Grantor may not assign its rights or obligations hereunder or in
connection herewith or any interest herein (voluntarily, by operation of law or
otherwise) without the prior written consent of the Agent. Except as provided
in Section 2, no other Person (including, without limitation, any other
creditor of Grantor) shall have any interest herein or any right or benefit
with respect hereto and this Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and each of their respective successors and assigns.
18. Further Indemnification. The Grantor agrees to pay,
and save the Agent harmless from, any and all liabilities with respect to, or
resulting from any delay in paying (other than a delay caused by the gross
negligence or willful misconduct of the Agent), any and all excise, sales or
other similar taxes which may be payable with respect to any of the
Intellectual Property Collateral or in connection with any of the transactions
contemplated by this Agreement.
19. Agent May Perform. If the Grantor fails to perform
any agreement contained herein, the Agent may, but shall not be obligated to,
itself perform, or cause performance of, such agreement, and the expenses of
the Agent incurred in connection therewith shall be payable by the Grantor
pursuant to Section 15 hereof or, if not so paid, shall become Obligations.
20. New Intellectual Property. In the event, prior to
the time the Obligations have been paid in full, the Grantor shall (i) obtain
any rights to or interests in any new inventions, whether or not patentable,
patents, patent applications or any reissue, divisions, continuations,
renewals, extensions, or continuations-in-part of any patent or improvement of
any patent, trademarks, trade names, service marks, and registrations or
applications therefor, copyrights and registrations or applications therefor,
or licenses, or (ii) become entitled to the benefit of any patent, copyright or
trademark, or any registrations or applications therefor, license, license
renewal, trade secret, or copyright renewal, the provisions of this Agreement
shall automatically apply thereto and anything enumerated in clause (i) or (ii)
of this Section 20 shall constitute Intellectual Property Collateral. The
Grantor agrees, promptly following the written request by the Agent, to amend
this Agreement by amending any or all of Schedules A, B, C, D and E, as
applicable, to include any such future
-9-
10
trademarks, trademark registrations, trademark applications, trade names,
service marks, copyrights and licenses which would be Intellectual Property
Collateral, and to immediately prepare, execute and record with all appropriate
foreign country, federal, state and/or local offices and authorities a Security
Agreement for any such new Intellectual Property Collateral, in form and
substance similar to this Agreement, and to deliver to the Agent reasonable
proof of such recordation.
21. SERVICE OF PROCESS, WAIVER OF JURY TRIAL AND RELATED
MATTERS. THIS AGREEMENT SHALL BE SUBJECT TO ALL THE TERMS AND PROVISIONS OF
SECTIONS 15.3 AND 15.4 OF THE Loan and Security Agreement.
22. Amendments, Etc. No amendment or waiver of
any provision of this Agreement, nor consent to any departure by the Grantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Agent and the Grantor, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.
23. Further Documentation. The Grantor agrees that at
any time and from time to time, at the expense of the Grantor, the Grantor will
promptly execute and deliver such further instruments and documents, and take
such further action, as may be necessary or desirable, or as the Agent may
request, in order to perfect and protect any security interests granted or
purported to be granted hereby or to enable the Agent to exercise and enforce
the rights and remedies pursuant hereto with respect to any of the Intellectual
Property Collateral.
24. Severability of Provisions. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
25. Section Titles. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not part of this Agreement..
26. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute one and the same Agreement.
* * *
-10-
11
IN WITNESS WHEREOF, the Grantor has caused this Agreement to be
executed and delivered by its duly authorized officer, on the
date first above written.
LDM TECHNOLOGIES, INC.
By: [SIG]
----------------------------
Name: Xxx Xxxxxx
--------------------------
Title: Secretary
-------------------------
Accepted and Acknowledged:
BankAmerica Business Credit, Inc., as Agent
By: [SIG]
----------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------
Title: Senior Vice President
-------------------------
-00-
00
XXXXX XX XXXXXXXX )
) SS
COUNTY OF XXXX )
On this 22nd day of January, 1997, before me came Xxx Xxxxxx,
to me known to be an officer of LDM Technologies, Inc., the company described
in and which executed the above instrument, and duly acknowledged that he
executed the same.
Xxxxxxx X. Xxxxxxx
---------------------
NOTARY PUBLIC
STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
On this 22nd day of January, 1997, before me came Xxxxxx X.
Xxxxxxx, to me known to be an officer of BankAmerica Business Credit, Inc.,
the company described in and which executed the above instrument, and duly
acknowledged that he executed the same.
Xxxxxxx X. Xxxxxxx
-----------------------
NOTARY PUBLIC
-12 -
13
SCHEDULE A
TRADEMARKS
None
-13-
14
SCHEDULE B
COPYRIGHTS
None
-14-
15
SCHEDULE C
LICENSES
License Agreement for CDW-27 DeGas bottle between Xxxxxx GMBH-SRL and Molmec,
Inc. Dated May 11, 1990.
License Agreement for FN-10 DeGas bottle between Xxxxxx GMBH-SRL and Molmec,
Inc. dated February 13, 1992.
-15-
16
SCHEDULE D
PATENTS
None
-16-
17
SCHEDULE E
LITIGATION
None
-17-
18
SCHEDULE F
ASSIGNMENT OF INTELLECTUAL PROPERTY COLLATERAL
AGREEMENT made this ______ day of __________, 19___, by and
between LDM Technologies, Inc. (the "Assignor") and BankAmerica Business
Credit, Inc. (the "Agent") for the benefit of itself and the Lenders (as
defined in the Loan and Security Agreement referred to below).
W I T N E S S E T H:
WHEREAS, Assignor and the Agent are parties to the Loan and
Security Agreement dates as of January __, 1997 (said Agreement, as it
hereafter may be amended or otherwise modified from time to time, being
referred to as the "Loan and Security Agreement") and the Intellectual Property
Security Agreement dated January __, 1997 (the "Security Agreement") which
provides that upon the occurrence of certain events specified therein Assignor
and the Agent shall execute this Assignment; and
WHEREAS, the aforementioned events have occurred;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Incorporation. This Assignment is made pursuant to
and subject to the terms of the Loan and Security Agreement and the Security
Agreement, each of which is deemed incorporated herein by this reference and
shall constitute part of this Assignment as if fully set forth herein.
2. Assignment. Assignor hereby conveys, sells, assigns,
transfers and sets over to the Agent all of Assignor's entire right, title and
interest in and to the Intellectual Property Collateral (as defined in the
Security Agreement).
3. Notices. All notices hereunder to the parties hereto
shall be made in the manner and to the addresses specified in the Security
Agreement.
4. Further Instruments. The parties agree to promptly
execute and deliver all further instruments necessary or desirable to carry out
the purposes of this Agreement.
5. Schedules. The terms and conditions of the Schedules
referred to herein are incorporated herein by this reference and shall
constitute part of this Assignment as if fully set forth herein.
6. Headings. The headings in this Assignment are for
purposes of reference only and shall not in any limit or otherwise affect the
meaning or interpretation of any of the terms hereof.
-18-
19
IN WITNESS WHEREOF, the parties have executed this Assignment
as of the date first written above.
ASSIGNOR
By:____________________
Title:
AGENT
By:____________________
Title:
-19-
