EXHIBIT 10.10
FORM OF PATENT SECURITY AGREEMENT, DATED AS OF SEPTEMBER 7, 1999, AND SIGNED ON
SEPTEMBER 14, 2000, AMONG FIRST UNION NATIONAL BANK AND:
Pacific-Sierra Research Corporation
Veridian Engineering, Inc.
Veridian ERIM International, Inc.
PATENT SECURITY AGREEMENT
WHEREAS, Pacific-Sierra Research Corporation, a corporation organized
under the laws of California ("Grantor"), owns the patents and patent
applications listed on Schedule 1 annexed hereto, and is a party to the patent
licenses listed on Schedule 1 annexed hereto; and
WHEREAS, pursuant to an Amended and Restated Credit Agreement (as
amended, restated and otherwise modified, the "Credit Agreement") of even date
herewith among Veridian Corporation (the "Borrower"), such Lenders party
thereto (collectively, the "Lenders"), First Union National Bank, as
administrative agent (the "Administrative Agent") and Bank of America, N.A.,
as Syndication Agent, the Lenders have agreed to extend certain credit
facilities to the Borrower on the terms and conditions more particularly
described in the Credit Agreement; and
WHEREAS, pursuant to the terms of the Guarantor Security Agreement
and other Security Documents dated September 7, 1999 by and between the
Administrative Agent and Grantor (collectively referred to as the "Security
Documents"), as reaffirmed by the Reaffirmation of Documents dated of even
date herewith by and among the Administrative Agent, the Borrower, the Grantor
and certain other subsidiaries of the Borrower (as said agreement may be
amended, restated or otherwise modified from time to time, the "Reaffirmation
of Documents "), Grantor has granted to the Administrative Agent for the
ratable benefit of itself and Lenders a security interest in certain of its
assets, including all right, title and interest of the Grantor in, to and
under all now owned and hereafter acquired Intellectual Property (as such term
is defined in the Guarantor Security Agreement) including patents, patent
applications and patent licenses, and all products and proceeds thereof, to
secure the payment of all Obligations owing by the Borrower under the Credit
Agreement and the other Loan Documents. All capitalized terms not otherwise
defined herein have the respective meanings provided for in the Credit
Agreement or the Security Documents;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to the
Administrative Agent for the ratable benefit of itself and Lenders a
continuing security interest in all of Grantor's right, title and interest in,
to and under the following (all of the following items or types of property
being herein collectively referred to as the "Patent Collateral"), whether now
existing or hereafter created or acquired in order to secure the Obligations
referred to herein:
(1) each patent and patent application, including,
without limitation, each patent and patent application referred to in
Schedule 1 annexed hereto, together with any reissues, continuations
or extensions thereof, and all of the goodwill of the business
connected with the use of, and symbolized by, each patent and patent
application;
(2) each patent license, including, without limitation,
each patent license listed on Schedule 1 annexed hereto; and
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(3) all products and proceeds of the foregoing,
including, without limitation, any claim by Grantor against third
parties for past, present or future infringement of any patent,
including, without limitation, any patent referred to in Schedule 1
annexed hereto, any patent issued pursuant to a patent application
referred to in Schedule 1 and any patent licensed under any patent
license listed on Schedule 1 annexed hereto.
This security interest is granted in conjunction with the security
interests granted to the Administrative Agent pursuant to the Security
Documents as reaffirmed by the Reaffirmation of Documents. Grantor hereby
acknowledges and affirms that the rights and remedies of the Administrative
Agent with respect to the security interest in the Patent Collateral made and
granted hereby are more fully set forth in the Security Documents, the terms
and provisions of which are incorporated by reference herein as if fully set
forth herein.
[Signature Pages Follow]
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IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement
to be duly executed by its duly authorized officer thereunto as of the _____
day of __________, 2000.
PACIFIC-SIERRA RESEARCH CORPORATION
By:
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Name:
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Title:
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[Signature Pages Continue]
[Patent Security Agreement]
Agreed and Accepted as of the
_____ day of __________, 2000.
FIRST UNION NATIONAL BANK,
as Administrative Agent
By:
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Name:
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Title:
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[Acknowledgment Follows]
[Patent Security Agreement]
ACKNOWLEDGMENT
STATE OF _________________
COUNTY OF ________________
I, _____________________________, a Notary Public for said County and
State, do hereby certify that ____________________ personally appeared before
me this day and stated that (s)he is _________________ of Pacific-Sierra
Research Corporation and acknowledged, on behalf of Pacific-Sierra Research
Corporation the due execution of the foregoing instrument.
Witness my hand and official seal, this ____ day of __________, 2000.
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Notary Public
My commission expires:
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[Patent Security Agreement]
[Patent Security Agreement]
