EXHIBIT 3
to SCHEDULE 13D
SECURITY AGREEMENT
This Security Agreement (as amended, modified or otherwise supplemented
from time to time, this "Security Agreement"), dated as of October 7, 2002, is
executed by Vari-L Corporation, Inc., a Colorado corporation (together with its
successors and assigns, "Debtor"), in favor of Sirenza Microdevices, Inc., a
Delaware corporation as secured party (together with its successors and assigns,
"Secured Party").
RECITALS
A. Debtor and Secured Party have entered into a Loan Agreement, dated as of
the date hereof, which provides up to $5.3 million in term loans (as amended,
modified or otherwise supplemented from time to time, the "Loan Agreement").
B. In order to induce Secured Party to extend the credit evidenced by the
Loan Agreement, Debtor has agreed to enter into this Security Agreement and to
grant Secured Party the security interest in the Collateral described below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Debtor hereby agrees with Secured Party as follows:
1. Definitions and Interpretation. When used in this Security Agreement,
the following terms have the following respective meanings:
"Collateral" has the meaning given to that term in Section 2 hereof.
"Obligations" means all loans, advances, debts, liabilities and
obligations, howsoever arising, owed by Debtor to the Secured Party of every
kind and description (whether or not evidenced by any note or instrument and
whether or not for the payment of money), now existing or hereafter arising
under or pursuant to the terms of the Loan Agreement, the Notes or any other
Loan Document, including, all interest, fees, charges, expenses, attorneys' fees
and costs and accountants' fees and costs chargeable to and payable by Debtor
hereunder and thereunder, in each case, whether direct or indirect, absolute or
contingent, due or to become due, and whether or not arising after the
commencement of a proceeding under Title 11 of the United States Code (11 U.S.C.
Section 101 et seq.), as amended from time to time (including post-petition
interest) and whether or not allowed or allowable as a claim in any such
proceeding.
"UCC" means the Uniform Commercial Code as in effect in the State of
California from time to time (and each reference in this Security Agreement to
an Article or Division thereof shall refer to that Article or Division as from
time to time in effect); provided, however, in the event that, by reason of
mandatory provisions of law, any or all of the perfection or priority of the
Secured Party's security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of
California, the term "UCC" shall mean the Uniform Commercial Code (including the
Articles or Divisions thereof) as in effect at such time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or priority and for purposes of definitions related to such provisions.
All capitalized terms not otherwise defined herein shall have the respective
meanings given in the Loan Agreement. Terms defined in the UCC and not otherwise
defined herein shall have the respective meanings set forth in the UCC.
2. Grant of Security Interest. As security for the Obligations, Debtor
hereby pledges to Secured Party and grants to Secured Party a security interest
of first priority, subject only to Permitted Liens, in all right, title and
interests of Debtor in and to the property described in Attachment 1 hereto,
whether now existing or hereafter from time to time acquired (collectively, the
"Collateral"). Notwithstanding the foregoing provisions of this Section 2, the
pledge and grant of a security interest as provided herein shall not extend to,
and the term "Collateral" shall not include: "intent-to-use" trademarks at all
times prior to the first use thereof, whether by the actual use thereof in
commerce, the recording of a statement of use with the United States Patent and
Trademark Office or otherwise.
3. Representations and Warranties. Debtor represents and warrants to
Secured Party that:
(a) Collateral. (i) Except as set forth in Article 3.7 of the Disclosure
Schedule (as defined in and attached to the Loan Agreement) (the "Disclosure
Schedule") the Debtor is the owner of the Collateral (or, in the case of
after-acquired Collateral, at the time Debtor acquires rights in the Collateral,
will be the owner thereof) and that no other Person has (or, in the case of
after-acquired Collateral, at the time Debtor acquires rights therein, will
have) any right, title, claim or interest (by way of Lien or otherwise) in,
against or to the Collateral, other than Permitted Liens; (ii) upon the filing
of UCC-1 financing statements in the appropriate filing offices, Secured Party
has (or in the case of after-acquired Collateral, at the time Debtor acquires
rights therein, will have) a first priority perfected security interest in the
Collateral to the extent that a security interest in the Collateral can be
perfected by such filing, except for Permitted Liens; (iii) all inventory has
been (or, in the case of hereafter produced inventory, will be) produced in
compliance with the Fair Labor Standards Act and all other material applicable
laws; (iv) all accounts receivable and payment intangibles are bona fide and
existing obligations; (v) the originals of all documents evidencing all accounts
receivable and payment intangibles of Debtor and the only original books of
account and records of Debtor relating thereto are, and will continue to be,
kept at the chief executive office of Debtor set forth on Schedule B or at such
other locations as Debtor may establish in accordance with Section 4(d), and (f)
all information set forth in Schedules A and B hereto is true and correct.
(b) Intellectual Property. (i) Debtor does not own any patents,
trademarks, copyrights or mask works registered in, or the subject of pending
applications in, the Patent and Trademark Office or the Copyright Office or any
similar offices or agencies in any other country or any political subdivision
thereof, other than those described on Schedule A hereto; (ii) Debtor has,
except for Permitted Liens, the sole, full and unencumbered right, title and
interest in and to the trademarks shown on Schedule A and the goods and services
covered by the registrations thereof and, such trademarks are valid and
enforceable and in full force and effect; (iii) except as set forth in Article
3.7 of the Disclosure Schedule, Debtor has, except for Permitted Liens, the
sole, full and unencumbered right, title and interest in and to each of the
patents shown on Schedule A, such patents are valid and enforceable and in full
force and effect; (iv) Debtor has, except for Permitted Liens, the sole, full
and unencumbered right, title and interest in and to each of the copyrights
shown on Schedule A, such copyrights are valid and enforceable and in full force
and effect; (v) Debtor has, except for Permitted Liens, the sole, full and
encumbered right, title and interest in and to the mask works shown on Schedule
A such mask works are valid and enforceable and in full force and effect; (vi)
except as set forth in Article 3.6 of the Disclosure Schedule, there is no claim
by any third party that any such patents, trademarks, copyrights or mask works
are invalid and unenforceable or do or may violate the rights of any Person;
(vii) all licenses (other than non-exclusive licenses to end-users) of patents,
trademarks, copyrights, mask works and trade secrets which Debtor has granted to
any Person are set forth in Schedule A hereto; (viii) all licenses of patents,
trademarks, copyrights, mask works and trade secrets which any Person has
granted to
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Debtor are set forth on Schedule A hereto, other than those licenses of patents,
trademarks, copyrights, mask works and trade secrets consisting of "off the
shelf" software or standard products; (ix) except as set forth in Article 3.7 of
the Disclosure Schedule, Debtor has obtained from each employee who may be
considered the inventor of patentable inventions (invented within the scope of
such employee's employment) an assignment to Debtor of all rights to such
inventions, including patents; and (x) Debtor has taken all reasonable steps
necessary to protect the secrecy and the validity under applicable law of all
material trade secrets.
4. Covenants Relating to Collateral. Debtor hereby agrees, except as
otherwise permitted by the terms hereof or the terms of the Loan Agreement (a)
to perform all acts that may be necessary to maintain, preserve, protect and
perfect the Collateral, the Lien granted to Secured Party therein and the
perfection and priority of such Lien, except for Permitted Liens; (b) not to use
or permit any Collateral to be used (i) in violation in any material respect of
any applicable law, rule or regulation of any Governmental Authority, or (ii) in
violation of any policy of insurance covering the Collateral; (c) to pay
promptly when due all taxes and other Governmental Charges, unless contested in
good faith and for which adequate reserves therefor are made in accordance with
GAAP, all Liens and all other charges now or hereafter imposed upon or affecting
any Collateral, other than Permitted Liens; (d) without 30 days' written notice
to Secured Party, (i) not to change Debtor's name or place of business (or, if
Debtor has more than one place of business, its chief executive office), or the
office in which Debtor's records relating to accounts receivable and payment
intangibles are kept, (ii) not to change Debtor's state of incorporation, (iii)
not to keep Collateral consisting of chattel paper at any location other than
its chief executive office set forth in item 1 of Schedule B hereto, and (iv)
not to keep Collateral consisting of equipment or inventory at any location
other than the locations set forth in item 6 of Schedule B hereto, (f) to
procure, execute and deliver from time to time any endorsements, assignments,
financing statements and other writings reasonably deemed necessary or
appropriate by Secured Party to perfect, maintain and protect its Lien hereunder
and the priority thereof and to deliver promptly to Secured Party all originals
of Collateral consisting of instruments; (g) to appear in and defend any action
or proceeding which may adversely affect its title to or Secured Party's
interest in the Collateral; (h) if Secured Party gives value to enable Debtor to
acquire rights in or the use of any Collateral, to use such value for such
purpose; (i) to keep separate, accurate and complete records of the Collateral
and to provide Secured Party with such records and such other reports and
information relating to the Collateral as Secured Party may reasonably request
from time to time; (j) not to surrender or lose possession of (other than to
Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer
any Collateral or right or interest therein except as otherwise permitted in the
Loan Agreement, and to keep the Collateral free of all Liens except Permitted
Liens; (k) if requested by Secured Party, to type, print or stamp conspicuously
on the face of all original copies of all Collateral consisting of chattel paper
a legend satisfactory to Secured Party indicating that such chattel paper is
subject to the security interest granted hereby; (l) to collect, enforce and
receive delivery of the accounts receivable and payment intangibles in
accordance with past practice until otherwise notified by Secured Party; (m) to
comply with all material Requirements of Law relating to the production,
possession, operation, maintenance and control of the Collateral (including the
Fair Labor Standards Act); and (n) to permit Secured Party and its
representatives the right, at any time during normal business hours, upon
reasonable prior notice, to visit and inspect the properties of Debtor and its
corporate, financial and operating records, and make abstracts therefrom, and to
discuss Debtor's affairs, finances and accounts with its directors, officers and
independent public accountants.
5. Covenants Regarding Intellectual Property. Debtor hereby agrees:
(a) Debtor will perform all acts and execute all documents, including
notices of security interest for each relevant type of intellectual property in
forms suitable for filing with the Patent and Trademark Office or the Copyright
Office, that may be necessary or desirable to record, maintain, preserve,
protect and perfect Secured Party's interest in the Collateral, the Lien granted
to Secured Party in the Collateral and the first priority of such Lien;
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(b) Except to the extent that Secured Party gives its prior written
consent:
(i) Debtor (either itself or through licensees) will continue
to use its material trademarks in connection with each and every trademark class
of goods or services applicable to its current line of products or services as
reflected in its current catalogs, brochures, price lists or similar materials
in order to maintain such trademarks in full force and effect free from any
claim of abandonment for nonuse, and Debtor will not (and will not permit any
licensee thereof to) do any act or knowingly omit to do any act whereby any
material trademark may become invalidated;
(ii) Debtor will not do any act or omit to do any act whereby
any material patent registrations may become abandoned or dedicated to the
public domain or the remedies available against potential infringers weakened
and shall notify Secured Party immediately if it knows of any reason or has
reason to know that any material patent registration may become abandoned or
dedicated; and
(iii) Debtor will not do any act or omit to do any act whereby
any material registered copyrights or mask works may become abandoned or
dedicated to the public domain or the remedies available against potential
infringers weakened and shall notify Secured Party immediately if it knows of
any reason or has reason to know that any material copyright or mask work may
become abandoned or dedicated to the public domain.
(c) Debtor will promptly (and in any event within 5 Business Days)
notify Secured Party upon the filing, either by Debtor or through any agent,
employee, licensee or designee, of (i) an application for the registration of
any patent, trademark, copyright or mask work with the Patent and Trademark
Office or the Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, (ii) any assignment of any patent
or trademark, which Debtor may acquire from a third party, with the Patent and
Trademark Office or any similar office or agency in any other country or any
political subdivision thereof, or (iii) any assignment of any copyright or mask
work, which Debtor may acquire from a third party, with the Copyright Office or
any similar office or agency in any other country or any political subdivision
thereof. Debtor will promptly (and in any event within 5 Business Days) notify
Secured Party of the registration of any patent, trademark, copyright or mask
work with the Patent and Trademark Office or the Copyright office or any similar
office or agency in any other country or any political subdivision thereof. Upon
the request of Secured Party, Debtor shall execute and deliver any and all
assignments, agreements, instruments, documents and papers as Secured Party may
request to evidence Secured Party's security interest in such patent, trademark
(and the goodwill and general intangibles of Debtor relating thereto or
represented thereby), copyright or mask work, and Debtor authorizes Secured
Party to amend an original counterpart of the applicable notice of security
interest executed pursuant to Section 6(a) of this Security Agreement without
first obtaining Debtor's approval of or signature to such amendment and to
record such document with the Patent and Trademark Office or Copyright Office,
as applicable.
(d) Debtor will take all necessary steps in any proceeding before the
Patent and Trademark Office, the Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to diligently
prosecute or maintain, as applicable, each material application and registration
of the patents, trademarks, copyrights and mask works, including filing of
renewals, affidavits of use, affidavits of incontestability and opposition,
interference and cancellation proceedings (except to the extent that dedication,
abandonment or invalidation is permitted hereunder);
(e) While any Obligations are outstanding, Debtor shall (i) make
application to the Patent and Trademark Office to register any material
unpatented but patentable inventions developed by Debtor or its employees
(within the scope of their employment), unless Debtor, in the exercise of its
reasonable business judgment, deems any such patent not to have any significant
commercial value or determines that its rights
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thereunder are better preserved as a trade secret; (ii) make application to the
Patent and Trademark Office to register any registerable but unregistered
material trademarks used by Debtor in connection with its products or services;
and (iii) upon Secured Party's written request, make application to the
Copyright Office to register any material unregistered copyright or mask work to
which Debtor has rights;
(f) Debtor shall (i) use proper statutory notice in connection with
its use of the material patents, trademarks, copyrights and mask works, (ii)
maintain consistent standards of quality in its manufacture of products sold
under the trademarks or provision of services in connection with the trademarks,
and (iii) take all steps necessary to protect the secrecy and the validity under
applicable law of all material trade secrets;
(g) Debtor agrees that if it learns of any use by any Person of any
term or design likely to cause confusion with any material trademark, Debtor
shall promptly notify Secured Party of such use and of all steps taken and to be
taken to remedy any infringement of any material trademark; and
(h) Debtor shall maintain with each employee who may have access to
the trade secrets of Debtor an agreement by which such employee agrees not to
disclose such trade secrets and with each employee who may be the inventor of
patentable inventions (invented within the scope of such employee's employment)
an invention assignment agreement requiring such employee to assign all rights
to such inventions, including patents and patent applications, to Debtor and
further requiring such employee to cooperate fully with Debtor, its successors
in interest, including Secured Party, and their counsel, in the prosecution of
any patent application or in any litigation involving the invention, whether
such cooperation is required during such employee's employment with Debtor or
after the termination of such employment.
6. Authorized Action by Secured Party. Debtor hereby irrevocably appoints
Secured Party as its attorney-in-fact (which appointment is coupled with an
interest) and agrees that Secured Party may perform (but Secured Party shall not
be obligated to and shall incur no liability to Debtor or any third party for
failure so to do) any act which Debtor is obligated by this Security Agreement
to perform, and to exercise such rights and powers as Debtor might exercise with
respect to the Collateral, including the right to (a) collect by legal
proceedings or otherwise and endorse, receive and receipt for all dividends,
interest, payments, proceeds and other sums and property now or hereafter
payable on or on account of the Collateral; (b) enter into any extension,
reorganization, deposit, merger, consolidation or other agreement pertaining to,
or deposit, surrender, accept, hold or apply other property in exchange for the
Collateral; (c) make any compromise or settlement, and take any action it deems
advisable, with respect to the Collateral; (d) insure, process and preserve the
Collateral; (e) pay any indebtedness of Debtor relating to the Collateral; and
(f) execute UCC financing statements and other documents, instruments and
agreements required hereunder; provided, however, that Secured Party shall not
exercise any such powers granted pursuant to subsections (a) through (c) prior
to the occurrence of an Event of Default and shall only exercise such powers
during the continuance of an Event of Default. Debtor agrees to reimburse
Secured Party upon demand for any reasonable costs and expenses, including
attorneys' fees, Secured Party may incur while acting as Debtor's
attorney-in-fact hereunder, all of which costs and expenses are included in the
Obligations. It is further agreed and understood between the parties hereto that
such care as Secured Party gives to the safekeeping of its own property of like
kind shall constitute reasonable care of the Collateral when in Secured Party's
possession; provided, however, that Secured Party shall not be required to make
any presentment, demand or protest, or give any notice and need not take any
action to preserve any rights against any prior party or any other person in
connection with the Obligations or with respect to the Collateral.
7. Litigation and Other Proceedings. Upon the occurrence and during the
continuation of an Event of Default, Secured Party shall have the right but not
the obligation to bring suit or institute proceedings in the name of Debtor or
Secured Party to enforce any rights in the Collateral, including any license
thereunder, in
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which event Debtor shall at the request of Secured Party do any and all lawful
acts and execute any and all documents reasonably required by Secured Party in
aid of such enforcement. If Secured Party elects not to bring suit to enforce
any right under the Collateral, including any license thereunder, Debtor agrees
to use all reasonable measures, whether by suit, proceeding or other action, to
cause to cease any infringement of any right under the Collateral by any Person
and for that purpose agrees to diligently maintain any action, suit or
proceeding against any Person so infringing necessary to prevent such
infringement.
8. Default and Remedies.
(a) Default. Debtor shall be deemed in default under this Security
Agreement upon the occurrence and during the continuance of an Event of Default.
(b) Remedies. Upon the occurrence and during the continuance of any
such Event of Default, Secured Party shall have the rights of a secured creditor
under the UCC, all rights granted by this Security Agreement and by law,
including the right to: (a) require Debtor to assemble the Collateral and make
it available to Secured Party at a place to be designated by Secured Party; and
(b) prior to the disposition of the Collateral, store, process, repair or
recondition it or otherwise prepare it for disposition in any manner and to the
extent Secured Party deems appropriate and in connection with such preparation
and disposition, without charge, use any trademark, trade name, copyright,
patent or technical process used by Debtor. Debtor hereby agrees that ten (10)
days' notice of any intended sale or disposition of any Collateral is
reasonable. In furtherance of Secured Party's rights hereunder, Debtor hereby
grants to Secured Party an irrevocable, non-exclusive license (exercisable
without royalty or other payment by Secured Party, but only in connection with
the exercise of remedies hereunder) to use, license or sublicense any patent,
trademark, trade name, copyright or other intellectual property in which Debtor
now or hereafter has any right, title or interest together with the right of
access to all media in which any of the foregoing may be recorded or stored.
9. Miscellaneous.
(a) Notices. Except as otherwise provided herein, all notices,
requests, demands, consents, instructions or other communications to or upon
Debtor or Secured Party under this Security Agreement shall be made in
accordance with Section 7.1 of the Loan Agreement.
(b) Nonwaiver. No failure or delay on Secured Party's part in
exercising any right hereunder shall operate as a waiver thereof or of any other
right nor shall any single or partial exercise of any such right preclude any
other further exercise thereof or of any other right.
(c) Amendments and Waivers. This Security Agreement may not be
amended or modified, nor may any of its terms be waived, except by written
instruments signed by Debtor and Secured Party. Each waiver or consent under any
provision hereof shall be effective only in the specific instances for the
purpose for which given.
(d) Assignments. This Security Agreement shall be binding upon and
inure to the benefit of Secured Party and Debtor and their respective successors
and assigns; provided, however, that neither Secured Party nor Debtor may sell,
assign or delegate their respective rights and obligations hereunder without the
prior written consent of the other party hereto, except that Lender may assign
or transfer, without Debtor's prior written consent, its respective rights and
obligations under this Security Agreement in connection with the merger or
consolidation of Lender with or into another Person.
(e) Cumulative Rights, etc. The rights, powers and remedies of
Secured Party under this Security Agreement shall be in addition to all rights,
powers and remedies given to Secured Party by virtue of
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any applicable law, rule or regulation of any governmental authority, the Loan
Documents or any other agreement, all of which rights, powers, and remedies
shall be cumulative and may be exercised successively or concurrently without
impairing Secured Party's rights hereunder. Debtor waives any right to require
Secured Party to proceed against any Person or to exhaust any Collateral or to
pursue any remedy in Secured Party's power.
(f) Payments Free of Taxes, Etc. All payments made by Debtor under
the Loan Documents shall be made by Debtor free and clear of and without
deduction for any and all present and future taxes, levies, charges, deductions
and withholdings. In addition, Debtor shall pay upon demand any stamp or other
taxes, levies or charges of any jurisdiction with respect to the execution,
delivery, registration, performance and enforcement of this Security Agreement.
Upon request by Secured Party, Debtor shall furnish evidence satisfactory to
Secured Party that all requisite authorizations and approvals by, and notices to
and filings with, governmental authorities and regulatory bodies have been
obtained and made and that all requisite taxes, levies and charges have been
paid.
(g) Partial Invalidity. If at any time any provision of this Security
Agreement is or becomes illegal, invalid or unenforceable in any respect under
the law or any jurisdiction, neither the legality, validity or enforceability of
the remaining provisions of this Security Agreement nor the legality, validity
or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.
(h) Expenses. Debtor shall pay on demand all reasonable fees and
expenses, including reasonable attorneys' fees and expenses, incurred by Secured
Party in connection with custody, preservation or sale of, or other realization
on, any of the Collateral or the enforcement or attempt to enforce any of the
Obligations which is not performed as and when required by this Security
Agreement.
(i) Headings. Headings in this Security Agreement and each of the
other Loan Documents are for convenience of reference only and are not part of
the substance hereof or thereof.
(j) Plural Terms. All terms defined in this Security Agreement or any
other Loan Document in the singular form shall have comparable meanings when
used in the plural form and vice versa.
(k) Construction. Each of this Security Agreement and the other Loan
Documents is the result of negotiations among, and has been reviewed by, Debtor,
Secured Party and their respective counsel. Accordingly, this Security Agreement
and the other Loan Documents shall be deemed to be the product of all parties
hereto, and no ambiguity shall be construed in favor of or against Debtor or
Secured Party.
(l) Entire Agreement. This Security Agreement and each of the other
Loan Documents, taken together, constitute and contain the entire agreement of
Debtor and Secured Party and supersede any and all prior agreements,
negotiations, correspondence, understandings and communications among the
parties, whether written or oral, respecting the subject matter hereof.
(m) Other Interpretive Provisions. References in this Security
Agreement and each of the other Loan Documents to any document, instrument or
agreement (a) includes all exhibits, schedules and other attachments thereto,
(b) includes all documents, instruments or agreements issued or executed in
replacement thereof, and (c) means such document, instrument or agreement, or
replacement or predecessor thereto, as amended, modified and supplemented from
time to time and in effect at any given time. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Security Agreement or
any other Loan Document refer to this Security Agreement or such other Loan
Document, as the case may be, as a whole and not to any particular provision of
this Security Agreement or such other Loan Document,
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as the case may be. The words "include" and "including" and words of similar
import when used in this Security Agreement or any other Loan Document shall not
be construed to be limiting or exclusive.
(a) Governing Law. This Security Agreement shall be governed by and
construed in accordance with the laws of the State of California without
reference to conflicts of law rules (except to the extent governed by the UCC).
[The remainder of this page is intentionally left blank]
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EXHIBIT 3
to SCHEDULE 13D
IN WITNESS WHEREOF, Debtor has caused this Security Agreement to be
executed as of the day and year first above written.
VARI-L COMPANY, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------------
Title: C.E.O.
-------------------------------------
AGREED:
SIRENZA MICRODEVICES, INC.
As Secured Party
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: EVP Business Development
----------------------------------
[Signature Page to Security Agreement]
ATTACHMENT 1
TO SECURITY AGREEMENT
All right, title, interest, claims and demands of Debtor in and to the
following property:
(i) All goods and equipment now owned or hereafter
acquired, including, without limitation, all laboratory equipment, computer
equipment, office equipment, machinery, fixtures, vehicles, 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;
(ii) 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 Debtor'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 Debtor's
books relating to any of the foregoing;
(iii) All contract rights, general intangibles, health care
insurance receivables, payment intangibles and commercial tort claims, now owned
or hereafter acquired, including, without limitation, all patents, patent rights
(and applications and registrations therefor), trademarks and service marks (and
applications and registrations therefor), inventions, copyrights, mask works
(and applications and registrations therefor), trade names, trade styles,
software and computer programs, trade secrets, methods, processes, know how,
drawings, specifications, descriptions, and all memoranda, notes, and records
with respect to any research and development, goodwill, license agreements,
franchise agreements, blueprints, drawings, purchase orders, customer lists,
route lists, infringements, claims, computer programs, computer disks, computer
tapes, literature, reports, catalogs, design rights, income tax refunds,
payments of insurance and rights to payment of any kind and whether in tangible
or intangible form or contained on magnetic media readable by machine together
with all such magnetic media;
(iv) All now existing and hereafter arising accounts,
contract rights, royalties, license rights and all other forms of obligations
owing to Debtor arising out of the sale or lease of goods, the licensing of
technology or the rendering of services by Debtor (subject, in each case, to the
contractual rights of third parties to require funds received by Debtor to be
expended in a particular manner), 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 Debtor and Debtor's books relating
to any of the foregoing;
(v) All documents, cash, deposit accounts, letters of
credit, letter of credit rights, supporting obligations, certificates of
deposit, instruments, chattel paper, electronic chattel paper, tangible chattel
paper and investment property, including, without limitation, all securities,
whether certificated or uncertificated, security entitlements, securities
accounts, commodity contracts and commodity accounts, and all financial assets
held in any securities account or otherwise, wherever located, now owned or
hereafter acquired and Debtor's books relating to the foregoing; and
(vi) Any and all claims, rights and interests in any of
the above and all substitutions for, additions and accessions to and proceeds
thereof, including, without limitation, insurance, condemnation, requisition or
similar payments and the proceeds thereof.
SCHEDULE A
TO SECURITY AGREEMENT
---------------------
COPYRIGHTS
Description Registration Date Registration No.
----------- ----------------- ----------------
None.
PATENTS
Title Date Issued Country Patent No.
----- ----------- ------- ----------
Wide Range Electronic Oscillator November 4, 1986 USA 4,621,241
Wide Range Electronic Oscillator Singapore 95 90657-4
Wide Range Electronic Oscillator Hong Kong 821/1995
Wide Range Electronic Oscillator Canada 1,267,941
Wide Range Electronic Oscillator United Kingdom 0,207,650
Wide Range Electronic Oscillator Austria 0,207,650
Wide Range Electronic Oscillator Sweden 86304343
Wide Range Electronic Oscillator Belgium 0,207,650
Wide Range Electronic Oscillator Italy 0,207,650
Wide Range Electronic Oscillator France 0,207,650
Wide Range Electronic Oscillator Germany 0,207,650
Wide Range Electronic Oscillator Netherlands 0,207,650
Wide Range Electronic Oscillator Switzerland 0,207,650
Multiple Single Layer Monolithic Passive
Integrated Circuits and Methods May 11, 1999 USA 5,903,431
Oscillator Voltage Regulator October 7, 1997 USA 5,675,478
Oscillator Voltage Regulator Eurasian 199900014
Oscillator Voltage Regulator EPC App. No. 97924617.0
Oscillator Voltage Regulator Australia 29998/97
Oscillator Voltage Regulator Norway 19990202
Oscillator Voltage Regulator China 97196418.1
Oscillator Voltage Regulator Canada 2,259,662
High Impedance Ratio Wideband
Transformer Circuit April 8, 1997 USA 2,619,172
High Impedance Ratio Wideband
Transformer Circuit Australia 704537
High Impedance Ratio Wideband
Transformer Circuit Canada 2,231,832
Title Date Issued Country Patent No.
----- ----------- ------- ----------
High Impedance Ratio Wideband
Transformer Circuit EPC 96930789.1
High Impedance Ratio Wideband
Transformer Circuit Brazil PI9610500-3
High Impedance Ratio Wideband
Transformer Circuit China 96197553.9
High Impedance Ratio Wideband
Transformer Circuit Norway 19981086
Unbalanced to Balanced High Impedance
Ratio Wideband Transformer Circuit April 21, 1998 USA 5,742,213
Orthogonally Mounted Substrate Based
Resonators February 2, 1999 USA 5,867,069
Orthogonally Mounted Substrate Based
Resonators EPC 98925304.2
Orthogonally Mounted Substrate Based
Resonators China 98805934.7
Orthogonally Mounted Substrate Based
Resonators Singapore 9906005-5
Orthogonally Mounted Substrate Based
Resonators Norway 19996139
Orthogonally Mounted Substrate Based
Resonators Australia 77289/98
Orthogonally Mounted Substrate Based
Resonators Canada 2,289,538
Oscillator Selectively Operable with a
Parallel Tuned or a Series Tuned Resonant
Circuit (Switched Mode Oscillator) November 9, 1999 USA 5,982,243
Continuously Adjustable Resonator January 5, 1999 USA 5,856,769
Continuously Adjustable Resonator China 98806014.0
Continuously Adjustable Resonator EPC 98926521.0
Continuously Adjustable Resonator Canada 2,293,357
Continuously Adjustable Resonator Norway 19996138
Continuously Adjustable Resonator Australia 78340/98
Continuously Adjustable Resonator Japan 503159/99
Continuously Adjustable Resonator Singapore 9906033-7
First and Second Oscillator Circuits
Selectively Coupled Through Passive
Output Circuit to a Loan (Passive Switched
Oscl. Output Circuit) December 19, 2000 USA 5,999,061
Oscillator with Power Conservation Mode December 19, 2000 USA 6,163,228
PATENT APPLICATIONS
Title Application Date Application No.
----- ----------------- ---------------
Ferrite Crystal Resonator Structure 11/29/01 09/997,468
TRADEMARKS
Xxxx Registration Date Country Registration No.
---- ----------------- ------- ----------------
VARIL March 17, 1998 USA 2,144,712
VARI-L Trademark March 10, 1998 USA 2,142,727
VARI-L Trademark Korea 457,609
VARI-L Trademark Australia 776,901
VARI-L Trademark Puerto Rico 44,792
VARI-L Trademark Norway 196,837
VARI-L Trademark Israel 124,416
VARI-L Trademark China 1,417,320
VARI-L Trademark Community 001008978
VARI-L Trademark Canada 528,046
VARI-L Trademark Hong Kong 00420
TRADEMARK APPLICATIONS
Xxxx Application Date Country Application No.
---- ---------------- ------- ---------------
PLAMAG January 30, 2001 USA 78045586
MASK WORKS
Description Registration Date Registration No.
----------- ----------------- ----------------
None.
LICENSES OF PATENTS, TRADEMARKS, COPYRIGHTS OR MASK WORKS
(other than non-exclusive licenses to end-users)
SCHEDULE B
TO SECURITY AGREEMENT
DEBTOR PROFILE
1. Name. The legal name of Debtor is and the address of its chief executive
office is:
Vari-L Company, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxx XX 00000
2. Organizational Identification Number; Federal Employer Identification
Number. The Debtor's organizational identification number in its state of
incorporation is 00-00000-000 and Debtor's federal employer identification
number is 00-0000000.
3. State of Incorporation; Prior Names. Debtor was incorporated on June 27,
1985 in the state of Colorado. Since its incorporation Debtor has had the
following legal names (other than its current legal name):
Date Debtor's Name
Prior Name Was Changed From Such Name
---------- --------------------------
NONE
4. Debtor does business under the following trade names:
Trade Name Is This Name Registered? Registration No. Registration Date
---------- ------------------------ ---------------- -----------------
NONE
5. Place of Business. Debtor has the following places of business:
Address Owner of Location
------- -----------------
00000 X. 00/xx/ Xxx. Xxxxxxx X. & Xxxx X. Xxxxxxxxxxxx
Denver, CO
5165 Peoria Street X.X. Enterprises
Denver, CO
4895 Peoria Street Five K Investments
Denver, CO
4955 Peoria Street, Unit D First Industrial, LP
Denver, CO
6. Assets in Possession of Third Parties. The following are names and
addresses of all persons or entities other than Debtor, such as lessees,
consignees, warehousemen or purchasers of chattel paper, which have possession
or are intended to have possession of any of the Collateral consisting of
instruments, chattel paper, inventory or equipment:
Name Mailing Address County State
---- --------------- ------ -----
NONE
7. Qualification To Do Business. Debtor is qualified to do business in the
following states: Colorado and Washington.
8. Existing Security Interests. Debtor's assets are subject to the following
security interest of Persons other than the Collateral Agent:
Assets Name of Secured Party
------ ---------------------
SEE ATTACHED
9. Tax Assessments. The following tax assessments are currently outstanding
and unpaid:
Assessing Authority Amount and Description
------------------- ----------------------
State of Colorado Monthly use tax of approx. $3,000
City of Denver Monthly use tax of approx. $1,000
10. Guaranties. Debtor has directly or indirectly guaranteed the following
obligations of third parties:
Creditor Amount Debtor
-------- ------ ------
Xxxxxxx Xxxxx $94,113 Xxxxxx X. Xxxxx & Xxxxx X. Xxxxxxx
11. Subsidiaries. Debtor has the following subsidiaries (list jurisdiction and
date of incorporation, federal employer identification number, type and value of
assets): NONE
12. Securities; Instruments. The following is a complete list of all stocks,
bonds, debentures, notes and other securities and investment property owned by
Debtor (provide name of issuer, whether certificated or uncertificated,
certificate no. (if applicable), number of shares): NONE
13. Bank Accounts; Securities Accounts: The following is a complete list of all
bank accounts and securities accounts maintained by Debtor (provide name and
address of depository bank (or brokerage firm), type of account and account
number):
Name and Address Type of Account Account Number
---------------- --------------- --------------
Xxxxx Fargo Bank Collateral 850579707
0000 Xxxxxxxx, Xxxxxx, XX
Xxxxx Fargo Bank Operating 1010874603
0000 Xxxxxxxx, Xxxxxx, XX
Xxxxx Fargo Bank Money Market 1018061084
0000 Xxxxxxxx, Xxxxxx, XX
Xxxxx Fargo Bank Controlled Disbursements 8012700636
0000 Xxxxxxxx, Xxxxxx, XX
EXISTING SECURITY INTERESTS
Creditor Collateral
-------- ----------
Xxxxxx-Xxxxx Corporation Toyota Truck, VIN 0XXXX00X0XX000000
Dell Financial Services No. 245813-500 Computer Equipment
Dell Financial Services No. 245813-502 Computer Equipment
Dell Financial Services No. 245813-503 Computer Equipment
Dell Financial Services No. 245813-507 Computer Equipment
Dell Financial Services No. 245813-508 Computer Equipment
Dell Financial Services No. 245813-509 Computer Equipment
Dell Financial Services No. 245813-510 Computer Equipment
Dell Financial Services No. 245813-511 Computer Equipment
Dell Financial Services No. 245813-513 Computer Equipment
Dell Financial Services No. 245813-514 Computer Equipment
Dell Financial Services No. 245813-515 Computer Equipment
Dell Financial Services No. 245813-517 Computer Equipment
Dell Financial Services No. 245813-518 Computer Equipment
Dell Financial Services No. 245813-521 Computer Equipment
