EXHIBIT 10.18
COLLATERAL ASSIGNMENT OF INTELLECTUAL PROPERTY
AGREEMENT made this 17th day of April, 1997, by and between
QuietPower Systems, Inc. (the "Assignor") and QPS Bridge, LLC, as Agent of the
Purchasers (the "Agent") for the benefit of the Purchasers (as defined in the
Security Agreement referred to below).
W I T N E S S E T H:
WHEREAS, Assignor and the Purchasers are parties to the Securities
Purchase Agreement dated as of April 17, 1997 (said Agreement, as it hereafter
may be amended or otherwise modified from time to time, being referred to as the
"Purchase Agreement"), pursuant to which the Company has issued Senior Secured
Promissory Notes (the "Notes") and executed a related Security Agreement dated
as of April 17, 1997 (the "Security Agreement"), which provides that Assignor
and the Agent shall execute this Assignment;
WHEREAS, the Agent and the Company have executed an Intercreditor
Agreement with DayStar Partners, L.P., as Agent for certain secured lenders,
with respect to property which is subject to this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and for good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. Incorporation. This Assignment is made pursuant to and subject to the
terms of the Purchase Agreement, the Notes 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. Capitalized terms used herein
and not defined shall have the meanings set forth for such term in the Security
Agreement.
2. Collateral Assignment. Assignor hereby grants to the Agent a security
interest in all of Assignor's entire right, title and interest in and to the
patents and patent applications, which are part of the Collateral as set forth
on Schedule A hereto. Upon an Event of Default (as defined in the Notes),
Assignor conveys, sells, assigns, transfers and sets over to the Agent all of
Assignor's entire right, title and interest in said Collateral. Upon an Event of
Default, the Agent shall be entitled to exercise all remedies under the Notes
and the Security Agreement with no further action required by any party.
3. Termination of Agreement. Upon payment of all of the Obligations prior
to an Event of Default, this Agreement shall be terminated by the terms hereof
and the Agent shall execute such documents as the Company reasonably shall
require to release all rights of the Agent and the Purchasers in the Collateral
transferred hereby.
4. Notices. All notices hereunder to the parties hereto shall be made in
the manner and to the addresses specified in the Security Agreement.
5. Further Instruments. The parties agree to promptly execute and deliver
all further instruments necessary or desirable to carry out the purposes of this
Agreement.
6. 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.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of New York without giving effect to the
principles of conflicts of law thereof.
8. Headings. The headings in this Assignment are for purposes of reference
only and shall not in any way limit or otherwise affect the meaning or
interpretation of any of the terms hereof.
IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first written above.
ASSIGNOR:
QUIETPOWER SYSTEMS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Title: President
AGENT:
QPS BRIDGE, LLC
By: Xxxxxxxx, Xxxxxxxx & Co., L.P., Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Title: General Partner
State of New York, County of New York ss.:
On this 17th day of April 1997, before me personally appeared Xxxxxxxx
Xxxxxx to me known and known to me to be the individual who executed the
foregoing assignment on behalf of the Assignor and he thereupon duly
acknowledged to me that he executed the same.
/s/ Xxxxxxx X. Xxxxxx
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Notary Public
Schedule A
Patent application filed with the U.S. Patent and Trademark Office on December
27, 1996, entitled "Method and Apparatus for Locating Partial Discharge in
Electrical Transformers" (application number: 08/773,591).
