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EXHIBIT 10.3
AMENDED AND RESTATED PARENT GUARANTOR SECURITY AGREEMENT
(StorMedia Incorporated)
THIS AMENDED AND RESTATED PARENT GUARANTOR SECURITY AGREEMENT dated as
of May 29, 1998 (this "Agreement") is entered into by and between STORMEDIA
INCORPORATED, a Delaware corporation ("Parent Guarantor") and CANADIAN IMPERIAL
BANK OF COMMERCE, NEW YORK AGENCY, as agent for the Banks, as defined below (the
"Agent").
RECITALS
A. StorMedia International, Ltd., a Cayman Islands corporation ("SIL"),
and Strates Pte. Ltd., a Singapore corporation ("Strates" and together with SIL,
the "Borrowers," each a "Borrower"), the Parent Guarantor (collectively with the
Subsidiary Guarantors, as defined below, and the Borrowers, the "Loan Parties,"
each a "Loan Party"), certain financial institutions named on Annex I thereof or
who become parties thereto, as Banks (each a "Bank" and collectively, the
"Banks"), Agent, Banque Nationale de Paris, San Xxxxxxxxx Xxxxxx, as co-agent
for the Banks (the "Co-Agent"), and Canadian Imperial Bank of Commerce,
Singapore Branch as the Designated Issuer ("Designated Issuer") have entered
into that certain Credit Agreement dated as of August 23, 1996 (as amended,
supplemented, or otherwise modified through the date hereof, the "Existing
Credit Agreement").
B. In connection with the Existing Credit Agreement, the Parent
Guarantor and the Agent entered into that certain Guarantor Security Agreement
dated as of August 23, 1996 (as amended, supplemented, or otherwise modified
through the date hereof, the "Existing Parent Guarantor Security Agreement").
C. On December 31, 1997, StorMedia Foreign Sales Corporation, a U.S.
Virgin Islands corporation and wholly-owned Subsidiary of Parent Guarantor
("FSC"), acquired all of the outstanding capital stock of Akashic Memories
Corporation, a California corporation ("Akashic") through the merger of
StorMedia Acquisition Corporation, a California corporation and wholly-owned
Subsidiary of FSC with and into Akashic. In connection with such acquisition,
certain of the other Loan Parties purchased the patents and applications pending
in Akashic's parent corporation, Kubota Corporation.
D. Pursuant to a series of consents and limited waivers, the Agent, the
Co-Agent, the Banks and the Designated Issuer deferred certain principal
payments in respect of the Term Loan and waived certain Events of Default
arising out of the Loan Parties' failure to comply with certain provisions of
the Existing Credit Agreement.
E. The Parent Guarantor, the Borrowers and the other Loan Parties
propose to enter into a financial restructuring (the "Restructuring"), pursuant
to which, among other things, one or more of the Loan Parties will consummate
(i) the financing transactions contemplated by the Foothill Group Financing
Documents, (ii) the Equity Investment and (iii) the issuance of the Seagate
Subordinated Debt;
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F. In connection with the Restructuring, the Loan Parties, the Banks,
the Agent and the Co-Agent desire to amend and restate the Existing Credit
Agreement in its entirety (the Existing Credit Agreement, as so amended and
restated, and the Amended and Restated Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time, collectively, being the
"Credit Agreement"). Capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to such terms in the Credit Agreement. Unless
otherwise defined herein or in the Credit Agreement, terms used in Division 9 of
the California Uniform Commercial Code (as in effect from time to time) are used
herein as therein defined.
G. As a condition precedent to the effectiveness of the Credit
Agreement, the Banks, Agent, and Co-Agent have required that the Existing Parent
Guarantor Security Agreement be amended and restated in its entirety (the
Existing Parent Guarantor Security Agreement, as amended, restated, supplemented
or otherwise modified from time to time, collectively, being this "Agreement");
provided, however, that, as of the Effective Date, the rights and obligations of
the parties hereto shall be governed by this Agreement and not the Existing
Parent Guarantor Security Agreement and no Event of Default or Potential Event
of Default under the Existing Credit Agreement shall constitute an Event of
Default or Potential Event of Default under this Agreement.
NOW, THEREFORE, in consideration of the premises and in order to induce
the Banks, Agent, and Co-Agent to enter into the Credit Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Parent Guarantor and Agent hereby agree as follows:
SECTION 1. Grant of Security. In addition and without prejudice to the
security interests and charges created under the Existing Parent Guarantor
Security Agreement, Parent Guarantor hereby assigns to Agent, for the benefit of
Agent and Banks, and hereby grants to Agent, for the benefit of Agent and Banks,
a security interest in all of Parent Guarantor's right, title and interest in
and to the property described on Exhibit A attached hereto and in the Pledged
Collateral, as defined in Section 10 hereof, in each case whether now or
hereafter existing or in which Parent Guarantor now has or hereafter acquires an
interest and wherever the same may be located (the "Collateral").
SECTION 2. Security for Obligations. This Agreement secures, and the
Collateral is collateral security for, the prompt payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all obligations and liabilities of every
nature of Parent Guarantor now or hereafter existing, under or arising out of or
in connection with the Credit Agreement or any Loan Documents, and all
extensions or renewals thereof, whether for principal, interest, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Agent or a Bank as a
preference, fraudulent transfer or otherwise (all such obligations and
liabilities being the "Underlying Debt"), and all obligations of every nature of
Parent Guarantor now or hereafter existing under this Agreement or any other
Loan Document (all such obligations, together with the Underlying Debt, being
the "Secured Obligations").
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SECTION 3. Parent Guarantor Remains Liable. Anything contained herein to
the contrary notwithstanding, (a) Parent Guarantor shall remain liable under any
contracts and agreements included in the Collateral, to the extent set forth
therein, to perform all of its duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) the exercise by Agent of
any of its rights hereunder shall not release Parent Guarantor from any of its
duties or obligations under the contracts and agreements included in the
Collateral, and (c) Agent shall not have any obligation or liability under any
contracts and agreements included in the Collateral by reason of this Agreement,
nor shall Agent be obligated to perform any of the obligations or duties of
Parent Guarantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.
SECTION 4. Representations and Warranties. Parent Guarantor represents
and warrants as follows:
(a) Ownership of Collateral. Except for the security interest
created by this Agreement and the Permitted Liens, Parent Guarantor owns the
Collateral free and clear of any lien, mortgage, security interest, legal or
equitable charge, pledge, deed of trust or other encumbrance. Except such as may
have been filed in favor of Agent relating to this Agreement and the Permitted
Liens, no effective financing statement or other instrument similar in effect
covering all or any part of the Collateral is on file in any filing or recording
office.
(b) Condition and Location of Equipment and Inventory. Except for
Nextar thickness sorters whose suitability is in dispute, all of the Equipment
and Inventory is, as of the date hereof, of good and serviceable quality, free
from defects, and located at the places specified in Schedule I annexed hereto.
(c) Office Locations. The chief place of business, the chief
executive office and the office where Parent Guarantor keeps its records
regarding its Accounts is, and has been for the four month period preceding the
date hereof, located at 000 Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx, 00000-0000.
(d) Fictitious Names. Parent Guarantor does not conduct any
business under any trade-name or fictitious business name.
(e) Delivery of Certain Collateral. All share certificates
representing the Shares (as defined in Section 10), all notes and other
instruments (excluding checks) comprising any and all items of Collateral have
been delivered to Agent duly endorsed or accompanied by duly executed
instruments of transfer or assignment in blank, except for those share
certificates of FSC that have been delivered to the Foothill Group Agent
pursuant to the Intercreditor Agreement.
(f) Governmental Authorizations. No authorization, approval or
other action by, and no notice to or filing with (except for the filing of
financing statements to perfect Agent's Lien on the Collateral for which filing
of a financing statement is the method of perfection), any governmental
authority or regulatory body is required for either (i) the grant by Parent
Guarantor of the security interest granted hereby or for the execution, delivery
or performance of this Agreement by Parent Guarantor or (ii) the perfection of
or the exercise by Agent of its rights and remedies
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hereunder, other than such actions and filings as have already been taken,
unless the Credit Agreement does not require that such authorization, approval,
action, notice, or filing be made until after the Effective Date.
(g) Enforceability. All actions necessary to ensure the validity
and enforceability of Agent's Lien on the Collateral, including as against any
bona fide purchaser for value, have been duly taken.
(h) Perfection. This Agreement, together with the filing of a
financing statement with the Secretary of State of California or the deliveries
of certain items of Collateral in accordance with the terms hereof, creates a
valid, perfected and, security interest in the Collateral of the priority
specified in the Intercreditor Agreement, 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 made or taken, unless the
Credit Agreement does not require that such filing or action be made until after
the Effective Date.
(i) Other Information. All information heretofore, herein or
hereafter supplied to Agent by or on behalf of Parent Guarantor with respect to
the Collateral is (or, as to hereafter supplied information, will be) accurate
and complete in all material respects, and with respect to such information
prepared by a third party, to the best knowledge of the Parent Guarantor for
which such information was prepared, such information is accurate and complete
in all material respects.
SECTION 5. Further Assurances.
(a) Parent Guarantor shall execute and deliver to Agent, prior to
or concurrently with Parent Guarantor's execution and delivery of this Agreement
and at any time thereafter at the request of Agent and at Parent Guarantor's
expense, all financing statements, continuation financing statements, fixture
filings, security agreements, chattel mortgages, pledges, mortgages, deeds of
trust, assignments, endorsements of certificates of title, applications for
title, affidavits, reports, notices, schedules of accounts, letters of
authority, and all other documents that Agent may reasonably request, in form
satisfactory to Agent, to perfect and continue perfected Agent's security
interests in the Collateral, in order to fully consummate all of the
transactions contemplated under the Loan Documents and to enable Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, Parent Guarantor
will: (i) if any Account shall be evidenced by a promissory note or other
instrument (excluding checks), having a face value in excess of One Thousand
Dollars ($1,000) deliver and pledge to Agent hereunder such note or instrument,
duly endorsed and accompanied by duly executed instruments of transfer or
assignment, all in form and substance satisfactory to Agent; (ii) execute and
file such financing or continuation statements, or amendments thereto, or such
other instruments or notices, as may be necessary or desirable, or as Agent may
request, in order to perfect and preserve the security interests granted or
purported to be granted hereby; (iii) at any reasonable time, allow Agent or
such other persons designated by Agent in accordance with the terms of the
Credit Agreement to inspect Parent Guarantor's books and to check, test, and
appraise the Collateral in order to verify the Parent Guarantor's financial
condition or the amount, quality, value, condition of, or any other matter
relating to, the Collateral; and (iv) at Agent's request, appear in and defend
any action or proceeding
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that may affect Parent Guarantor's title to or Agent's security interest in all
or any part of the Collateral.
(b) Parent Guarantor hereby authorizes Agent to file, register or
record such documents as may be appropriate to protect Agent's security interest
in the Collateral, relative to all or any part of the Collateral without the
signature of Parent Guarantor. Parent Guarantor agrees that a carbon,
photographic or other reproduction of this Agreement or of a financing statement
signed by Parent Guarantor shall be sufficient as a financing statement and may
be filed as a financing statement in any and all jurisdictions.
(c) Parent Guarantor will furnish to Agent from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as Agent may reasonably
request, all in reasonable detail.
(d) Parent Guarantor will execute and deliver the Amended and
Restated Collateral Assignment in the form of Exhibit B to this Agreement.
SECTION 6. Covenants of Parent Guarantor. Parent Guarantor shall:
(a) not use or permit any Collateral to be used unlawfully or in
violation of any provision of this Agreement or any applicable statute,
regulation or ordinance or any policy of insurance covering the Collateral where
violation is reasonably likely to have a material adverse effect on Agent's
rights in the Collateral or the value of the Collateral or Agent's ability to
foreclose on the Collateral;
(b) not change its name or any foreign equivalent, FEIN,
corporate structure (within the meaning of Section 9402(7) of the California
Uniform Commercial Code), or identity, or add any new fictitious name; provided,
however, that Parent Guarantor may change its name upon thirty (30) days' prior
written notification thereof to Agent and so long as, at the time of such
written notification, Parent Guarantor provides any financing statements
necessary to perfect and continue perfected Agent's security interests;
(c) not relocate its chief place of business, chief executive
office or residence to a new location without thirty (30) days' prior written
notification thereof to Agent, and so long as, at the time of such written
notification, Parent Guarantor provides any financing statements or fixture
filings necessary to perfect and continue perfected Agent's security interests
and also provides to Agent a Collateral Access Agreement with respect to such
new location in form and substance satisfactory to Agent;
(d) if Agent gives value to enable Parent Guarantor to acquire
rights in or the use of any Collateral (as specified in writing by Agent to
Parent Guarantor at the time of the giving of such value), use such value for
such purposes; and
(e) (i) cause all assessments and taxes, whether real, personal,
or otherwise, due or payable by, or imposed, levied, or assessed against the
Parent Guarantor or any of the Collateral to be paid in full, before delinquency
or before the expiration of any extension period, except to the
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extent that the validity of such assessment or tax shall be the subject of a
Permitted Protest; (ii) make due and timely payment or deposit of all such
federal, state, foreign, and local taxes, assessments, or contributions required
of it by law, except to the extent that the validity of such assessment or tax
shall be the subject of a Permitted Protest, and will execute and deliver to the
Agent, on demand, appropriate certificates attesting to the payment thereof or
deposit with respect thereto; and (iii) make timely payment or deposit of all
tax payments and withholding taxes required of it by those laws concerning
F.I.C.A. (or its foreign equivalent) and F.U.T.A. (or its foreign equivalent),
state disability (or its foreign equivalent), and, upon request, furnish the
Agent with proof satisfactory to Agent indicating that Parent Guarantor has made
such payments or deposits; provided that Parent Guarantor shall in any event pay
such taxes, assessments, charges, levies or claims not later than five days
prior to the date of any proposed sale under any judgement, writ or warrant of
attachment entered or filed against Parent Guarantor or any of the Collateral as
a result of the failure to make such payment.
SECTION 7. Special Covenants With Respect to Equipment and Inventory.
Parent Guarantor shall:
(a) keep the Equipment and Inventory (other than Equipment
consisting of laptop computers and other than Inventory sold in the ordinary
course of business) at the places specified on Schedule I annexed hereto and to
the extent permitted by subsection (e) of this Section 7 or, upon thirty (30)
days' prior written notice to Agent, at such other places in jurisdictions where
all action that may be necessary or desirable, or that Agent may request, in
order to perfect and protect any security interest granted or purported to be
granted hereby, or to enable Agent to exercise and enforce its rights and
remedies hereunder, with respect to such Equipment and Inventory shall have been
taken;
(b) maintain the Equipment or cause the Equipment to be
maintained in good repair, working order, and condition (ordinary wear and tear
excepted), and in accordance with any manufacturer's manual, and make all
necessary replacements thereto so that the value and operating efficiency
thereof shall at all times be preserved, and shall forthwith, or, in the case of
any loss or damage to any of the Equipment when subsection (c) of Section 8 is
not applicable, as quickly as practicable after the occurrence thereof, make or
cause to be made all repairs, replacements and other improvements in connection
therewith that are necessary or desirable to such end. Parent Guarantor shall
promptly furnish to Agent a statement respecting any material loss or damage to
any of the Equipment. Parent Guarantor shall not permit any item of Equipment to
become a fixture to real estate or an accession to other property, and the
Equipment is now and shall at all times remain personal property;
(c) keep correct and accurate records of the Inventory, in
accordance with good business practices, including itemizing Parent Guarantor's
cost therefor and (where applicable) the current list prices for the Inventory;
(d) upon Agent's request, deliver to Agent, properly endorsed,
any and all evidences of ownership of, certificates of title, or applications
for title of any items of Equipment;
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(e) not, at any time now or hereafter, store any of the Equipment
or Inventory with a bailee, warehouseman, or similar party without Agent's prior
written consent. The Agent and Parent Guarantor hereby consent to the transfer
of up to $1,000,000 in book value of Inventory and up to $1,000,000 of OLV of
Equipment (as defined in the Intercreditor Agreement) to a warehouse selected by
Parent Guarantor located in California, Singapore or Malaysia; provided,
however, that Parent Guarantor shall provide twenty (20) days' prior written
notification thereof to the Agent and, at such time, provide financing
statements or fixture filings (or foreign equivalents) necessary to perfect the
Agent's Liens; and
(f) if any Inventory is in possession or control of any of Parent
Guarantor's agents or processors, upon the occurrence of an Event of Default,
instruct such agent or processor to hold all such Inventory for the account of
Agent and subject to the instructions of Agent.
SECTION 8. Insurance.
(a) Parent Guarantor shall, at its own expense, maintain
insurance with respect to the Equipment and Inventory in which it has an
interest in such amounts, against such risks, in such form and with such
insurers as is customary for similarly situated businesses. Such insurance shall
include, without limitation, property damage insurance and liability insurance.
Each policy for property damage insurance shall provide for all losses to be
paid directly to Agent in accordance with the Intercreditor Agreement. Each
policy shall in addition name Parent Guarantor and Agent as insured parties
thereunder (without any representation or warranty by or obligation upon Agent)
as their interests may appear and have attached thereto a loss payable clause
acceptable to Agent that shall (i) contain an agreement by the insurer that any
loss thereunder shall be payable to Agent in accordance with the Intercreditor
Agreement notwithstanding any action, inaction or breach of representation or
warranty by Parent Guarantor, (ii) provide that there shall be no recourse
against Agent for payment of premiums or other amounts with respect thereto, and
(iii) provide that at least thirty (30) days' prior written notice of
cancellation, material amendment, reduction in scope or limits of coverage or of
lapse shall be given to Agent by the insurer. Parent Guarantor shall, if so
requested by Agent, deliver to Agent original or duplicate policies of such
insurance and, as often as Agent may reasonably request (but no more frequently
than once per year, unless there is a change in the policy or the insurer), a
report of a reputable insurance broker with respect to such insurance. Further,
and in accordance with the Intercreditor Agreement, Parent Guarantor shall, at
the request of Agent, duly execute and deliver instruments of assignment of such
insurance policies to comply with the requirements of Section 5(a) and cause the
respective insurers to acknowledge notice of such assignment.
(b) Payments for claims issued by any liability insurance
maintained by Parent Guarantor pursuant to this Section 8 may be paid directly
to the Person who shall have incurred liability covered by such insurance. In
case of any loss involving damage to Equipment or Inventory when subsection (c)
of this Section 8 is not applicable, Parent Guarantor shall make or cause to be
made the necessary repairs to or replacements of such Equipment or Inventory,
and any proceeds of insurance maintained by Parent Guarantor pursuant to this
Section 8 shall be paid to Parent Guarantor as reimbursement for the costs of
such repairs or replacements.
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(c) Upon (i) the occurrence and during the continuation of any
Event of Default or (ii) the actual or constructive loss (in excess of $100,000
per occurrence) of any Equipment or Inventory, all insurance payments in respect
of such Equipment or Inventory shall be paid to and applied by Agent as
specified in Section 18.
SECTION 9. Special Covenants with respect to Accounts and Related
Contracts.
(a) Parent Guarantor shall keep its chief place of business and
chief executive office and the office where it keeps its records concerning the
Accounts and Related Contracts at the location specified in Section 4 or, upon
30 days' prior written notice to Agent, at such other location in a jurisdiction
where all action that may be necessary or desirable, or that Agent may request,
in order to perfect and protect any security interest granted or purported to be
granted hereby, or to enable Agent to exercise and enforce its rights and
remedies hereunder, with respect to such Accounts and Related Contracts shall
have been taken. Parent Guarantor will hold and preserve such records and,
subject to the terms of the Credit Agreement, will permit representatives of
Agent during normal business hours to inspect and make abstracts from such
records, and Parent Guarantor agrees to render to Agent, at Parent Guarantor's
cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto. Promptly upon the request of Agent, Parent
Guarantor shall deliver to Agent complete and correct copies of each Related
Contract.
(b) Parent Guarantor shall, for not less than 3 years from the
date on which such Account arose, maintain (i) complete records of each Account,
including records of all payments received, credits granted and merchandise
returned, and (ii) all material documentation relating thereto.
(c) Except as otherwise provided in this subsection (c), Parent
Guarantor shall continue to collect, at its own expense, all amounts due or to
become due Parent Guarantor under the Accounts and Related Contracts. In
connection with such collections, Parent Guarantor may take such action as
Parent Guarantor or Agent may deem necessary or advisable to enforce collection
of amounts due or to become due under the Accounts; provided, however, that
Agent shall have the right, subject to the Intercreditor Agreement, at any time,
upon the occurrence and during the continuation of an Event of Default, and upon
written notice to Parent Guarantor of its intention to do so, to notify the
account debtors or obligors under any Accounts of the assignment of such
Accounts to Agent, and to direct such account debtors or obligors to make
payment of all amounts due or to become due to Parent Guarantor thereunder
directly to Agent, to notify each person maintaining a lockbox or similar
arrangement to which account debtors or obligors under any Accounts have been
directed to make payment to remit all amounts representing collections on checks
and other payment items from time to time sent to or deposited in such lock box
or other arrangement directly to Agent and, upon such notification and at the
expense of Parent Guarantor, to enforce collection of any such Accounts and to
adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as Parent Guarantor might have done. After receipt by
Parent Guarantor of the notice from Agent referred to in the proviso to the
preceding sentence, (i) all amounts and proceeds (including checks and other
instruments) received by Parent Guarantor in respect of the Accounts and the
Related Contracts shall be received in trust for the benefit of Agent hereunder,
shall be segregated from other funds of Parent Guarantor and shall be forthwith
paid over or delivered to Agent in the same form as so received (with any
necessary
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endorsement) to be held as cash Collateral and applied as provided by Section
18, and (ii) Parent Guarantor shall not adjust, settle or compromise the amount
or payment of any Account, or release wholly or partly any account debtor or
obligor thereof, or allow any credit or discount thereon. If the Event of
Default giving rise to the exercise of such remedies by Agent shall be cured or
waived, then Agent shall reinstate the Parent Guarantor's collection rights with
respect to such Accounts.
SECTION 10. Special Provisions with Respect to Investment Property.
(a) Parent Guarantor hereby pledges, assigns, grants and delivers
to Agent, for the benefit of Banks and grants to Agent, for the benefit of Banks
a security interest in the shares of stock listed on Schedule II hereto (the
"Shares"), together with all proceeds and substitutions thereof, all cash, stock
and other moneys, investment property and property paid thereon, all rights to
subscribe for securities declared or granted in connection therewith, including,
but not limited to, those arising from or paid in connection with a stock
dividend, stock split, reclassification, reorganization, merger, consolidation,
sale of assets or other exchange of securities or any dividends or other
distributions of any kind and all other cash and noncash proceeds of the
foregoing (all of which shall be part of the "Pledged Collateral"), as security
for the Secured Obligations.
(b) The certificate or certificates for the securities included
in the Pledged Collateral, accompanied by an instrument of assignment duly
executed in blank by Parent Guarantor have been, or will be immediately upon the
subsequent receipt thereof by Parent Guarantor, delivered by Parent Guarantor to
Agent, except for those certificates for the securities of FSC that have been or
will be delivered to the Foothill Group Agent pursuant to the Intercreditor
Agreement. Parent Guarantor shall cause the books of each corporation whose
stock is part of the Collateral to reflect the pledge of the Shares. Upon the
occurrence of an Event of Default hereunder, Agent may effect the transfer of
any securities included in the Pledged Collateral into its name and cause new
certificates representing such securities to be issued in its name, but such
action shall not be a strict foreclosure of its Lien therein. Parent Guarantor
will execute and deliver such documents, and take or cause to be taken such
actions, as Agent may reasonably request to perfect or continue the perfection
of Agent's security interest in the Collateral.
(c) Parent Guarantor represents and warrants to and covenants
with Agent, for the benefit of Agent and Banks, that there are no subscriptions,
warrants or other options exercisable with respect to the Shares; the Shares
represent the percentage of the issued and outstanding stock of the Subsidiaries
listed on Schedule II; there are no agreements that require any Subsidiaries to
issue any additional shares of such Subsidiaries, and there are no outstanding
options to purchase such additional shares; the Shares have been duly authorized
and validly issued, and are fully paid and non-assessable; and the Pledged
Collateral is not the subject of any present or, to the best knowledge of the
Parent Guarantor, threatened suit, action, arbitration, administrative or other
proceeding, and Parent Guarantor knows of no reasonable grounds for the
institution of any such proceedings.
(d) Unless an Event of Default shall have occurred and be
continuing, Parent Guarantor shall be entitled to exercise any voting rights
with respect to the Pledged Collateral and to give consents, waivers and
ratifications in respect thereof, provided that no vote shall be cast or
consent, waiver or ratification given or action taken which would be
inconsistent with any of the
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terms of this Agreement or which would constitute or create any violation of any
of such terms. All such rights of Parent Guarantor to vote and give consents,
waivers and ratifications shall upon notice to Parent Guarantor cease in case an
Event of Default hereunder shall occur and be continuing. If the Event of
Default giving rise to such exercise of remedies by Agent shall be cured or
waived, then Parent Guarantor shall again have the voting rights with respect to
the stock of any of its Subsidiaries.
(e) Parent Guarantor recognizes that Agent may be unable to
effect a public sale of all or a part of the Pledged Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as amended ("Act")
or other applicable securities laws, so that Agent may be compelled to resort to
one or more private sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire the Pledged Collateral for
their own account, for investment and without a view to the distribution or
resale thereof. Parent Guarantor understands that private sales so made may be
at prices and on other terms less favorable to the seller than if the Pledged
Collateral were sold at public sales, and agrees that Agent has no obligation to
delay the sale of any of the Pledged Collateral for the period of time necessary
(even if Agent would agree), to register such securities for sale under the Act.
Parent Guarantor agrees that private sales made under the foregoing
circumstances shall be deemed to have been made in a commercially reasonable
manner.
(f) Parent Guarantor shall:
(i) not, except as permitted by the Credit Agreement, (a)
sell assign (by operation of law or otherwise) or otherwise dispose of, or grant
any option with respect to, any of the Shares (b) create or suffer to exist any
Lien upon or with respect to any of the Shares except for the security interest
under this Agreement and the Permitted Liens, or (c) permit any issuer of Shares
to merge or consolidate unless all the outstanding capital stock of the
surviving or resulting corporation is, upon such merger or consolidation,
pledged hereunder;
(ii) (a) cause each issuer of Shares not to issue any
stock or other securities in addition to or in substitution for the Shares
issued by such issuer, except to Parent Guarantor, (b) pledge hereunder,
immediately upon its acquisition (directly or indirectly) thereof, any and all
additional shares of stock or other securities of each issuer of Shares to the
extent necessary to cause the percentage of shares of such issuer pledged
hereunder to equal the percentage of the issued and outstanding shares of all
classes of capital stock of each Subsidiary of Parent Guarantor set forth on
Schedule II hereto, and (c) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all shares of stock of any Person
that, after the date of this Agreement, becomes, as a result of any occurrence,
a direct Subsidiary of Parent Guarantor.
SECTION 11. Special Provisions with Respect to Brokerage and Deposit
Accounts.
(a) All deposit and brokerage accounts of Parent Guarantor
existing on the date hereof are accurately listed on Schedule III hereto (which
shall be deemed to be an addendum to the Schedules to the Credit Agreement).
Parent Guarantor shall notify Agent within five (5) days of the opening or
creating of any new deposit or brokerage accounts, and shall provide Agent with
such information as Agent may require in order to perfect or protect its
security interest in such deposit or brokerage accounts.
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(b) Upon the occurrence and during the continuation of an Event
of Default, Agent may exercise dominion and control over, and refuse to permit
further withdrawals, issuance of entitlement orders or other directions to
effect transactions by Parent Guarantor (whether of money, securities,
instruments or other property) from any brokerage or deposit accounts
constituting part of the Collateral.
SECTION 12. License of Patents, Trademarks, Copyrights, etc. Parent
Guarantor hereby assigns, transfers and conveys to Agent, for the benefit of
Agent and Banks, effective upon the occurrence of any Event of Default, the
nonexclusive right and license to use all trademarks, trade names, copyrights,
patents or technical processes owned or used (to the extent that the Parent
Guarantor has the right to assign such property not owned by it) by Parent
Guarantor that relate to the Collateral and any other collateral granted by
Parent Guarantor as security for the Secured Obligations, together with any
goodwill associated therewith, all to the extent necessary to enable Agent to
use, possess and realize on the Collateral for the benefit of Agent and Banks
and to enable any successor or assign to enjoy the benefits of the Collateral.
This right and license shall inure to the benefit of all successors, assigns and
transferees of Agent and its successors, assigns and transferees, whether by
voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed
in lieu of foreclosure or otherwise. Such right and license is granted in
consideration of the extension of credit by the Banks under the Credit
Agreement, without requirement that any monetary payment whatsoever be made to
Parent Guarantor.
SECTION 13. Transfers and Other Liens. Parent Guarantor shall not:
(a) except to the extent permitted in the Credit Agreement and
the Intercreditor Agreement, sell, assign (by operation of law or otherwise) or
otherwise dispose of any of the Collateral; or
(b) except for the security interest created by this Agreement,
and except to the extent permitted in the Credit Agreement and the Intercreditor
Agreement, create or suffer to exist any Lien upon or with respect to any of the
Collateral to secure the indebtedness or other obligations of any Person.
SECTION 14. Agent Appointed Attorney-in-Fact. Parent Guarantor hereby
irrevocably appoints Agent as Parent Guarantor's attorney-in-fact, with full
authority in the place and stead of Parent Guarantor and in the name of Parent
Guarantor, Agent or otherwise, from time to time in Agent's discretion to take
any action and to execute any instrument that Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without
limitation: (a) to sign and file on behalf of Parent Guarantor any financing or
continuation statements, and amendments thereto, relative to all or any part of
the Collateral; (b) upon the occurrence and during the continuation of an Event
of Default, to obtain and adjust insurance required to be maintained by Parent
Guarantor or paid to Agent pursuant to Section 8; (c) upon the occurrence and
during the continuation of an Event of Default, to ask, demand, collect, xxx
for, recover, compound, receive and give acquittance and receipts for monies due
and to become due under or in respect of any of the Collateral; (d) upon the
occurrence and during the continuation of an Event of Default, to receive,
endorse and collect any drafts or other instruments, documents and chattel paper
in connection with clauses (a) and (b) above; (e) upon the occurrence and during
the continuation of an Event of
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Default, to file any claims or take any action or institute any proceedings that
Agent may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of Agent with respect to any of
the Collateral; (f) upon the occurrence and during the continuation of an Event
of Default, to pay or discharge taxes or liens levied or placed upon or
threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Agent in its sole
discretion, any such payments made by Agent to become obligations of Parent
Guarantor to Agent, due and payable immediately without demand; (g) upon the
occurrence and during the continuation of an Event of Default, to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and
notices in connection with Accounts and other documents relating to the
Collateral; and (h) upon the occurrence and during the continuation of an Event
of Default, generally to sell, transfer, pledge, make any agreement with respect
to or otherwise deal with any of the Collateral as fully and completely as
though Agent were the absolute owner thereof for all purposes, and to do, at
Agent's option and Parent Guarantor's expense, at any time or from time to time,
all acts and things that Agent deems necessary to protect, preserve or realize
upon the Collateral and Agent's security interest therein in order to effect the
intent of this Agreement, all as fully and effectively as Parent Guarantor might
do.
SECTION 15. Agent May Perform. If Parent Guarantor fails to perform any
agreement contained herein, Agent may itself perform, or cause performance of,
such agreement, and the expenses of Agent incurred in connection therewith shall
be payable by Parent Guarantor under Section 19.
SECTION 16. Standard of Care. The powers conferred on Agent hereunder
are solely to protect its interest and the interest of the Banks in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the exercise of reasonable care in the custody of any Collateral in
its possession and the accounting for moneys actually received by it hereunder
and other duties imposed by applicable law, Agent 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. Agent shall be
deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which Agent accords its own property.
SECTION 17. Remedies. Subject to the terms of the Intercreditor
Agreement, if any Event of Default shall have occurred and be continuing, Agent
may exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party on default under the Uniform Commercial Code as in
effect in any relevant jurisdiction (the "Code") (whether or not the Code
applies to the affected Collateral), and also may (a) require Parent Guarantor
to, and Parent Guarantor hereby agrees that it will at its expense and upon
request of Agent forthwith, assemble all or part of the Collateral as directed
by Agent and make it available to Agent at a place to be designated by Agent
that is reasonably convenient to both parties, (b) enter onto the property where
any Collateral is located and take possession thereof with or without judicial
process, (c) prior to the disposition of the Collateral, store, process, repair
or recondition the Collateral or otherwise prepare the Collateral for
disposition in any manner to the extent Agent deems appropriate, (d) take
possession of Parent Guarantor's premises or place custodians in exclusive
control thereof, remain on such premises and use the same
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and any of Parent Guarantor's equipment for the purpose of completing any work
in process, taking any actions described in the preceding clause (c) and
collecting any Secured Obligation, and (e) without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any of Agent's offices or elsewhere, for cash, on
credit or for future delivery, at such time or times and at such price or prices
and upon such other terms as Agent may deem commercially reasonable. Agent may
be the purchaser of any or all of the Collateral at any such sale and Agent
shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Collateral sold at any such
public sale, to use and apply any of the Secured Obligations as a credit on
account of the purchase price for any Collateral payable by Agent at such sale.
Each purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of Parent Guarantor, and Parent Guarantor
hereby waives (to the extent permitted by applicable law) 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.
Parent Guarantor agrees that, to the extent notice of sale shall be required by
law, at least ten days' notice to Parent Guarantor of (i) the time and place of
any public sale or (ii) the time after which any private sale is to be made
shall constitute reasonable notification. Agent shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. Agent may
adjourn any public or private sale from time to time by announcement at the time
and place fixed there for, and such sale may, without further notice, be made at
the time and place to which it was so adjourned. Parent Guarantor hereby waives
any claims against Agent arising by reason of the fact that the price at which
any Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if Agent accepts the first
offer received and does not offer such Collateral to more than one offeree,
provided Agent acted in a commercially reasonable manner. If the proceeds of any
sale or other disposition of the Collateral are insufficient to pay all the
Secured Obligations, Parent Guarantor shall be liable to the maximum extent
permitted by applicable law for the deficiency and the fees of any attorneys
employed by Agent to collect such deficiency.
SECTION 18. Application of Proceeds. Except as expressly provided
elsewhere in this Agreement and the Intercreditor Agreement, all proceeds
received by Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may in the discretion of
Agent, be held by Agent for the benefit of Agent and Banks as Collateral for,
and/or then, or at any other time thereafter, applied in full or in part by
Agent against, the Secured Obligations in the following order of priority:
FIRST: To the payment of all costs and expenses of such sale, collection
or other realization, including reasonable compensation to Agent and its agents
and counsel, and all other expenses, liabilities and advances made or incurred
by Agent in connection therewith, and all amounts for which Agent is entitled to
indemnification hereunder and all advances made by Agent hereunder for the
account of Parent Guarantor, and to the payment of all costs and expenses paid
or incurred by Agent in connection with the exercise of any right or remedy
hereunder, all in accordance with Section 19;
SECOND: To the payment of all other Secured Obligations (for the ratable
benefit of the holders thereof) in such order as Agent shall elect; and
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14
THIRD: To the payment to or upon the order of Parent Guarantor, or to
whosoever 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.
SECTION 19. Indemnity and Expenses.
(a) Parent Guarantor agrees to indemnify Agent and Banks from and
against any and all claims, losses and liabilities in any way relating to,
growing out of or resulting from this Agreement and the transactions
contemplated hereby (including, without limitation, enforcement of this
Agreement), except to the extent such claims, losses or liabilities result
solely from Agent's gross negligence or willful misconduct as finally determined
by a court of competent jurisdiction.
(b) Parent Guarantor will pay to Agent upon demand the amount of
any and all costs and expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, that Agent 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
Agent hereunder, or (iv) the failure by Parent Guarantor to perform or observe
any of the provisions hereof.
SECTION 20. Appointment of Agent. Agent has been appointed to act as
Agent hereunder by Banks as provided in the Credit Agreement. Agent shall be
obligated, and shall have the right hereunder, to make demands, to give notices,
to exercise or refrain from exercising any rights, and to take or refrain from
taking any action (including without limitation the substitution of Collateral)
solely in accordance with this Agreement and the Credit Agreement. As provided
in Section 8.01 of the Credit Agreement, the Agent shall not be required to
exercise any discretion or take any action hereunder, but subject to Section
9.01 of the Credit Agreement, shall be required to act or refrain from acting
upon the instructions of the Majority Banks, and such instructions shall be
binding upon all Banks. Upon the resignation or removal of the Agent under
Section 8.06 of the Credit Agreement, the successor agent shall be entitled to
exercise rights, refrain from exercising rights, take such actions, and refrain
from taking actions, as provided to the Agent hereunder and under the Credit
Agreement.
SECTION 21. Amendments, etc. No amendment or waiver of any provision of
this Agreement, or consent to any departure by Parent Guarantor here from, shall
in any event be effective unless the same shall be in writing and signed by
Agent, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.
SECTION 22. Notices. All notices and other communications provided for
hereunder shall be in writing (including telegraph, telex or facsimile
communication) and mailed or telegraphed or telexed or sent by facsimile or
delivered, if to Parent Guarantor or Agent, at its address set forth on the
signature pages hereof; or, as to each party, at such other address as shall be
designated by such party in a written notice to the other parties. All such
notices and communications shall be effective three (3) Business Days after
deposit in the U.S. mail, postage prepaid, when sent by telex or sent by
facsimile, or when delivered, respectively.
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15
SECTION 23. Failure or Indulgence Not Waiver. Remedies Cumulative. No
failure or delay on the part of Agent in the exercise of any power, right or
privilege hereunder shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude any other or
further exercise thereof or of any other power, right or privilege. All rights
and remedies existing under this Agreement are cumulative to, and not exclusive
of, any rights or remedies otherwise available.
SECTION 24. Severability. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
SECTION 25. Headings. Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.
SECTION 26. Governing Law; Terms. THIS AGREEMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA, EXCEPT AS REQUIRED BY MANDATORY PROVISION OF LAW AND EXCEPT
TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.
SECTION 27. Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COUNTY OF
SAN FRANCISCO, STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT SUCH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO
BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
SECTION 28. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT EACH SUCH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH PARTY HERETO FURTHER
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WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. In the event of litigation, this Agreement may he filed as a
written consent to a trial by the court.
SECTION 29. Confidentiality. Any information provided in connection
herewith to the Agent, Co-Agent, Designated Issuer, or any Bank shall be subject
to the confidentiality provisions of Section 9.06(e) of the Credit Agreement.
SECTION 30. Counterparts. This Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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IN WITNESS WHEREOF, Parent Guarantor and Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
STORMEDIA INCORPORATED
By: /s/
-----------------------------------
Title:
--------------------------------
Notice Address:
000 Xxxx Xxxxxx
Xxxxx Xxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention:__________________________________
S-1
00
XXXXXXXX XXXXXXXX XXXX XX
XXXXXXXX, Xxx Xxxx Agency,
as Agent for the Banks
By: /s/
-----------------------------------
Title:
--------------------------------
Notice Address:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xx. Xxxx Xxxxxx
S-2
19
EXHIBIT A
TO
AMENDED AND RESTATED
PARENT GUARANTOR SECURITY AGREEMENT
(StorMedia Incorporated)
Collateral
The Collateral shall consist of all right, title and interest of Parent
Guarantor in and to the following:
(a) All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;
(b) All inventory, now owned or hereafter acquired, including, without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of Parent Guarantor's custody or possession or
in transit and including any returns upon any accounts or other proceeds,
including insurance proceeds, resulting from the sale or disposition of any of
the foregoing and any documents of title representing any of the above, and
Parent Guarantor's books relating to any of the foregoing;
(c) All contract rights and general intangibles now owned or hereafter
acquired, including, without limitation, goodwill, trademarks, service marks,
trade styles, trade names, patents, patent applications, leases, license
agreements, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer
discs, computer tapes, literature, reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;
(d) All now existing and hereafter arising accounts, contract rights,
royalties, license rights and all other forms of obligations owing to Parent
Guarantor arising out of the sale or lease of goods, the licensing of technology
or the rendering of services by Parent Guarantor, whether or not earned by
performance, and any and all credit insurance, guaranties, and other security
therefor, as well as all merchandise returned to or reclaimed by Parent
Guarantor and Parent Guarantor's books relating to any of the foregoing (any and
all such accounts, contract rights, royalties, license rights and other forms of
obligations being the "Accounts," and any and all such credit insurance,
guaranties and security agreements being the "Related Contracts");
(e) All documents, cash, deposit accounts, investment property,
securities, letters of credit, certificates of deposit, instruments and chattel
paper now owned or hereafter acquired and Parent Guarantor's books relating to
the foregoing;
(f) All copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative
work thereof, whether published or
A-1
20
unpublished, now owned or hereafter acquired; all trade secret rights, including
all rights to unpatented inventions, know-how, operating manuals, license rights
and agreements and confidential information, now owned or hereafter acquired;
all mask work or similar rights available for the protection of semiconductor
chips, now owned or hereafter acquired; all claims for damages by way of any
past, present and future infringement of any of the foregoing; and
(g) Any and all claims, rights and interests in any of the above and all
substitutions for, additions and accessions to and proceeds thereof.
A-2
21
EXHIBIT B
TO
AMENDED AND RESTATED
PARENT GUARANTOR SECURITY AGREEMENT
(StorMedia Incorporated)
Form of Amended and Restated Collateral Assignment, Patent Mortgage and
Security Agreement
Attached.
B-1
22
SCHEDULE I
TO
AMENDED AND RESTATED
PARENT GUARANTOR SECURITY AGREEMENT
(StorMedia Incorporated)
Locations of Equipment:
000/000 Xxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Locations of Inventory:
000/000 Xxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
I-1
23
SCHEDULE II
TO
AMENDED AND RESTATED
PARENT GUARANTOR SECURITY AGREEMENT
(StorMedia Incorporated)
Pledged Shares
Pledged Percentage
Subsidiaries of Pledged Certificate of ownership
StorMedia Incorporated Shares Number Pledged
---------------------- ------ ------ -------
StorMedia
International, Ltd. 2 2 100%
StorMedia Foreign
Sales Corporation 1,000 1 100%
II-1
24
SCHEDULE III
TO
AMENDED AND RESTATED
PARENT GUARANTOR SECURITY AGREEMENT
(StorMedia Incorporated)
Brokerage and Deposit Accounts
None, except:
Institution Type Account No.
----------- ---- -----------
Bank of America Deposit 12334-21230
Bank of America Money Market 12331-62058
Xxxxxxxxxx Securities Investment 000-00000-000
Xxxxxx Xxxxxxx & Company Investment 14-78260
Xxxxx Xxxxxx Investment CP 22037 G2
Xxxxxxx Xxxxx Investment 296-07S59
Xxxxxxxxx, Lufkin & Xxxxxxxx Investment 201-381100
III-1
