EXHIBIT 10.16
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement"), dated as of June 29,
2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the
"Company"), and each of its Domestic Restricted Subsidiaries hereafter party
hereto (such Subsidiaries, together with Company, each, a "Debtor" and,
collectively, the "Debtors"), in favor of LASALLE BANK NATIONAL ASSOCIATION
("LaSalle"), as collateral agent (together with its successor(s) thereto in such
capacity, "Collateral Agent") for the Trustee and Holders, in light of the
following:
WHEREAS, the Company and LaSalle, as Collateral Agent and as trustee (in
such capacity, the "Trustee"), have entered into an Indenture, dated as of June
29, 2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Indenture"), pursuant to which the Company has issued 90,000 Units
(and, together with any additional units that may be issued from time to time
thereunder or exchanged therefor or for such additional units, the "Units"),
each of which consists of an 11-1/2% Senior Secured Note due 2011 in a principal
amount of $1,000 (and, together with any additional notes that may be issued by
the Company from time to time thereunder or exchanged therefor or for such
additional notes, the "Notes") and a warrant to purchase 8.947 shares of common
stock of the Company, at an exercise price of $0.01 per share, subject to
adjustment;
WHEREAS, each Domestic Restricted Subsidiary of the Company that is not an
Immaterial Subsidiary is required under the Indenture to (a) become a party to
the Indenture and deliver a Guarantee to guarantee the payment of the Notes and
the other Obligations of the Company thereunder and the other Indenture
Documents to which the Company is a party and (b) become a party hereto as a
Debtor and secure its Obligations under the Indenture, such Guarantee and the
other Indenture Documents to which it is a party pursuant to the terms hereof;
WHEREAS, the Company and Xxxxx Fargo Foothill, Inc. have entered into that
certain Loan and Security Agreement dated as of June 29, 2004 (as amended,
restated, supplemented, replaced or otherwise modified from time to time, the
"Credit Agreement");
WHEREAS, the Collateral Agent, Administrative Agent and the Company have
entered into that certain Intercreditor and Lien Subordination Agreement, dated
as of June 29, 2004 (as amended, restated, supplemented, replaced or otherwise
modified from time to time, the "Intercreditor Agreement"), which agreement,
among other things, sets forth, as between the Collateral Agent and the
Administrative Agent, the relative priority of their respective Liens in the
Collateral and their rights with respect thereto;
WHEREAS, the Company desires to secure its Obligations under the Notes,
the Indenture and each other Indenture Document to which it becomes a party and
each other Debtor that becomes a party hereto desires to secure its Guarantee,
the Indenture and each other Indenture Document to which it becomes a party by
granting to Collateral Agent, for the benefit of itself, the Trustee and the
Holders, security interests in the Collateral as set forth herein; and
WHEREAS, to induce the Initial Purchaser to purchase the Units and the
underlying Notes, each Holder to hold the Units and the underlying Notes to be
held by it and LaSalle to act
in its capacities as Trustee and Collateral Agent, each Debtor desires to
pledge, grant, transfer, and assign to Collateral Agent, for the benefit of
itself, the Holders and the Trustee, a security interest in the Collateral to
secure the Obligations, as provided herein.
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and each intending
to be bound hereby, Collateral Agent and each Debtor agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Indenture. As
used in this Agreement, the following terms shall have the following
definitions:
"Account" means an account (as that term is defined in the Code).
"Account Debtor" means any Person who is obligated on an Account,
chattel paper, or a General Intangible.
"Additional Documents" has the meaning set forth in Section 2.4(c).
"Agreement" has the meaning set forth in the preamble hereto.
"Books" means, with respect to each Debtor, all of such Debtor's now
owned or hereafter acquired books and records (including all of its Records
indicating, summarizing, or evidencing its assets (including the Collateral) or
liabilities, all of such Debtor's Records relating to its business operations or
financial condition, and all of its goods or General Intangibles related to such
information).
"Code" means the Uniform Commercial Code, as in effect from time to
time in the State of New York; provided, however, that in the event that, by
reason of mandatory provisions of law, any or all of the attachment, perfection,
priority, or remedies with respect to the Collateral Agent's Lien on any
Collateral is governed by the Uniform Commercial Code as enacted and in effect
in a jurisdiction other than the State of New York, the term "Code" shall mean
the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority, or remedies.
"Collateral" means, with respect to each Debtor, all of such
Debtor's now owned or hereafter acquired right, title, and interest in and to
each of the following:
(a) all of its Accounts,
(b) all of its Books,
(c) all of its commercial tort claims described on Schedule 3.6(d)
(and any supplement thereto pursuant to Section 2.4(b)),
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(d) all of its Deposit Accounts,
(e) all of its Equipment,
(f) all of its General Intangibles,
(g) all of its Inventory,
(h) all of its Investment Property (including all of its securities
and Securities Accounts),
(i) all of its Negotiable Collateral,
(j) all of its Supporting Obligations,
(k) money or other assets of such Debtor that now or hereafter come
into the possession, custody, or control of the Collateral Agent, and
(l) the proceeds and products, whether tangible or intangible, of
any of the foregoing, including proceeds of insurance covering any or all of the
foregoing, and any and all Accounts, Books, Deposit Accounts, Equipment, General
Intangibles, Inventory, Investment Property, Negotiable Collateral, Supporting
Obligations, money, or other tangible or intangible property resulting from the
sale, exchange, collection, or other disposition of any of the foregoing, or any
portion thereof or interest therein, and the proceeds thereof. Notwithstanding
the foregoing, the term Collateral shall in no event include (a) more than
sixty-five percent (65%) of the issued and outstanding Voting Stock of any
first-tier Foreign Subsidiary of such Debtor, (b) the Excluded Capital Stock of
any Issuer, (c) any rights under any Account, contract, license or other
agreement or any General Intangible, in each case, to the extent that the grant
of a security interest under any Collateral Agreement (i) would invalidate the
underlying rights of such Debtor in such General Intangible, (ii) is prohibited
by such Account, contract, license, agreement, intellectual property or General
Intangible without the consent of any other party thereto, (iii) would give any
other party to such Account, contract, license, agreement or General Intangible
the right to terminate its obligations thereunder, or (iv) is not permitted
without consent, unless in each case, all necessary consents to such grant of a
security interest have been obtained from the other parties thereto; provided,
however, that nothing herein shall be intended to limit the affect of 9-406 of
the Code or otherwise limit or restrict the conveyance by such Debtor of any
rights under any such Account, contracts, licenses, agreements or General
Intangibles to the extent which would not be violative of the restrictive terms
thereof or (d) Equipment subject to a Permitted Lien of the type described in
clauses (6), (7), (13), (14) and (18) of the definition thereof, in each case,
with respect to which such Debtor is prohibited from granting a security
interest under the terms of the Indebtedness incurred to finance the purchase of
such Equipment.
"Collateral Access Agreement" means a landlord waiver, bailee
letter, or acknowledgement agreement of any lessor, warehouseman, processor,
consignee, or other Person in possession of, having a Lien upon, or having
rights or interests in any Debtor's Books, Equipment, or Inventory,
substantially in the form of Exhibit B hereto, or to the extent a
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Collateral Access Agreement is required to be obtained pursuant to the last
sentence of Section 4.20 of the Indenture.
"Collateral Agent" has the meaning set forth in the preamble to this
Agreement.
"Collateral Agent-Related Person" means the Collateral Agent,
together with its Affiliates, officers, directors, employees, attorneys, and
agents.
"Collateral Agent's Liens" means the Liens granted by a Debtor to
Collateral Agent under this Agreement or the other Indenture Documents to which
such Debtor is a party.
"Collections" means all cash, checks, notes, instruments, and other
items of payment (including insurance proceeds, proceeds of cash sales, rental
proceeds, and tax refunds).
"Commercial Tort Claim Assignment" has the meaning set forth in
Section 4.4(b).
"Company" has the meaning set forth in the preamble to this
Agreement.
"Control Agreement" means, with respect to the applicable Debtor, a
control agreement, in form and substance reasonably satisfactory to the
Administrative Agent (if the Intercreditor Agreement has not been terminated at
the time of the execution of such control agreement) and the Collateral Agent,
executed and delivered by (a) such Debtor, (b) (i) the Administrative Agent for
the benefit of (A) the Lenders and (B) the Collateral Agent for the benefit of
itself, the Trustee and the Holders or (ii) if the Credit Agreement has not been
terminated, the Collateral Agent, and (c) the applicable (i) securities
intermediary (with respect to a Securities Account of such Debtor) or (ii) bank
(with respect to a Deposit Account of such Debtor).
"Credit Agreement" has the meaning set forth in the recitals to this
Agreement.
"Debtor" and "Debtors" have the meanings set forth in the preamble
to this Agreement.
"Defeasance" means, with respect to any obligation, the defeasance
thereof pursuant to a Legal Defeasance or Covenant Defeasance as described under
Section 8.01 of the Indenture.
"Deposit Account" means any deposit account (as that term is defined
in the Code).
"Disposition" shall have the meaning ascribed to the term Asset Sale
in the Indenture, and the words "Dispose" and "Disposal" shall be interpreted
similarly.
"Equipment" means equipment (as that term is defined in the Code)
and includes machinery, machine tools, motors, furniture, furnishings, fixtures,
vehicles (including motor vehicles), computer hardware, tools, parts, and goods
(other than consumer goods, farm
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products, or Inventory), wherever located, including all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing.
"Excluded Capital Stock" means, with respect to any Issuer that is a
Subsidiary of the Company, that portion of such Issuer's Capital Stock that
would otherwise constitute Collateral to the extent the greater of the par
value, book value as carried by the Debtor that is the holder thereof or the
market value of any such Capital Stock is equal to or greater than 20% of the
aggregate principal amount of the Notes then outstanding.
"General Intangibles" means general intangibles (as that term is
defined in the Code), including limited liability and limited partnership
interests, payment intangibles, contract rights, rights to payment, rights
arising under common law, statutes, or regulations, choses or things in action,
goodwill, patents, trade names, trade secrets, trademarks, servicemarks,
copyrights, blueprints, drawings, purchase orders, customer lists, monies due or
recoverable from pension funds, route lists, rights to payment and other rights
under any royalty or licensing agreements, infringement claims, computer
programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, insurance premium rebates, tax refunds, and tax
refund claims, and any other personal property other than Accounts, Deposit
Accounts, goods, Investment Property, and Negotiable Collateral.
"Governing Documents" means, with respect to any Person, the
certificate or articles of incorporation, by-laws, or other organizational
documents of such Person.
"Governmental Authority" means any federal, state, local, or other
governmental or administrative body, instrumentality, board, department, or
agency or any court, tribunal, administrative hearing body, arbitration panel,
commission, or other similar dispute-resolving panel or body.
"Indemnified Liabilities" has the meaning set forth in Section 8.3.
"Indemnified Person" has the meaning set forth in Section 8.3.
"Indenture" has the meaning set forth in the recitals to this
Agreement.
"Insolvency Proceeding" means any proceeding commenced by or against
any Person under any provision of the Bankruptcy Code or under any other state
or federal bankruptcy or insolvency law, assignments for the benefit of
creditors, formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar
relief.
"Intellectual Property Security Agreement" means an intellectual
property security agreement executed and delivered by the applicable Debtor and
the Collateral Agent, substantially in the form of Exhibit A hereto.
"Intercreditor Agreement" has the meaning set forth in the recitals
to this Agreement.
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"Inventory" means inventory (as that term is defined in the Code).
"Investment Property" means investment property (as that term is
defined in the Code).
"IRC" means the Internal Revenue Code of 1986, as in effect from
time to time.
"LaSalle" has the meaning set forth in the preamble to this
Agreement.
"Negotiable Collateral" means letters of credit, letter of credit
rights, instruments, promissory notes, drafts, documents, and chattel paper
(including electronic chattel paper and tangible chattel paper).
"Notes" has the meaning set forth in the recitals to this Agreement.
"Obligations" means all debts, principal, interest (including any
interest that, but for the commencement of an Insolvency Proceeding, would have
accrued), premiums, liabilities (including all amounts owed by any Debtor
pursuant hereto), obligations (including indemnification obligations), fees
(including the fees provided for in the Fee Letter), charges, costs, reasonable
expenses (including any expenses that, but for the commencement of an Insolvency
Proceeding, would have accrued), guaranties, covenants, and duties of any kind
and description owing by any Debtor to the Collateral Agent or any other Secured
Party pursuant to or evidenced by the Indenture Documents and irrespective of
whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, and
including all interest not paid when due and all reasonable expenses that any
Debtor is required to pay or reimburse by the Indenture Documents, by law, or
otherwise. Any reference in this Agreement to the Obligations shall include all
extensions, modifications, renewals or alterations thereof, both prior and
subsequent to any Insolvency Proceeding.
"Permitted Dispositions" means Dispositions consummated in
accordance with the terms of Section 4.10 of the Indenture.
"Permitted Protest" means the right of any Debtor to protest any
Lien (other than any Lien that secures the Obligations), taxes (other than
payroll taxes or taxes that are the subject of a United States federal tax
lien), or rental payment, provided that (a) a reserve with respect to such
obligation is established on the Books of such Debtor in such amount as is
required under GAAP, (b) any such protest is instituted promptly and prosecuted
diligently by such Debtor in good faith, and (c) while any such protest is
pending, there will be no impairment of the enforceability, validity, or
priority of any of the Collateral Agent's Liens.
"Record" means information that is inscribed on a tangible medium or
which is stored in an electronic or other medium and is retrievable in
perceivable form.
"Securities Account" means a securities account (as that term is
defined in the Code).
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"Supporting Obligation" means a letter-of-credit right or secondary
obligation that supports the payment or performance of an Account, chattel
paper, document, General Intangible, instrument, or Investment Property.
"Trustee" has the meaning set forth in the recitals to this
Agreement.
"United States" means the United States of America.
"Units" has the meaning set forth in the recitals to this Agreement.
"Voidable Transfer" has the meaning set forth in Section 12.7.
1.2 CODE. Any terms used in this Agreement that are defined in the Code
shall be construed and defined as set forth in the Code unless otherwise defined
herein; provided, however, that to the extent that the Code is used to define
any term herein and such term is defined differently in different Articles of
the Code, the definition of such term contained in Article 9 shall govern.
1.3 CONSTRUCTION. Unless the context of this Agreement clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, the terms "includes" and "including" are not
limiting, and the term "or" has, except where otherwise indicated, the inclusive
meaning represented by the phrase "and/or." The words "hereof," "herein,"
"hereby," "hereunder," and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
Section, subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Agreement to any
agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements
set forth herein). Any reference herein to the satisfaction or repayment in full
of the Obligations shall mean the repayment in full in cash of all Obligations
other than contingent indemnification Obligations. Any reference herein to any
Person shall be construed to include such Person's successors and assigns. Any
requirement of a writing contained herein shall be satisfied by the transmission
of a Record and any Record transmitted shall constitute a representation and
warranty as to the accuracy and completeness of the information contained
therein.
1.4 SCHEDULES AND EXHIBITS. All of the schedules and exhibits attached to
this Agreement shall be deemed incorporated herein by reference.
2. CREATION OF SECURITY INTEREST.
2.1 GRANT OF SECURITY INTEREST. Each Debtor hereby grants to the
Collateral Agent, for the benefit of itself and the other Secured Parties, a
continuing security interest in all of its right, title, and interest in all
currently existing and hereafter acquired or arising Collateral of such Debtor
in order to secure prompt repayment of any and all of the Obligations in
accordance with the terms and conditions of the Indenture Documents and in order
to secure prompt
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performance by such Debtor of each of its covenants and duties under the
Indenture Documents. The Collateral Agent's Liens in and to the Collateral of
such Debtor shall attach to all Collateral of such Debtor without any further
action on the part of the Collateral Agent or such Debtor. Anything contained in
this Agreement or any other Indenture Document to the contrary notwithstanding,
except for Permitted Dispositions, no Debtor has any authority, express or
implied, to Dispose of any item or portion of the Collateral.
2.2 NEGOTIABLE COLLATERAL. In the event that any Collateral of any Debtor,
including proceeds, is evidenced by or consists of Negotiable Collateral, and to
the extent that the perfection or priority of the Collateral Agent's security
interest is dependent on or enhanced by possession, such Debtor, shall endorse
and deliver physical possession of such Negotiable Collateral with an individual
value in excess of $50,000 to the Collateral Agent to be administered in
accordance with the terms of the Intercreditor Agreement.
2.3 COLLECTION OF ACCOUNTS, GENERAL INTANGIBLES, AND NEGOTIABLE
COLLATERAL. At any time after the occurrence and during the continuation of an
Event of Default, the Collateral Agent or the Collateral Agent's designee may
(a) notify Account Debtors of such Debtor that such Debtor's Accounts, chattel
paper, or General Intangibles have been assigned to the Collateral Agent or that
the Collateral Agent has a security interest therein, or (b) collect such
Debtor's Accounts, chattel paper, or General Intangibles directly and the
collection costs and expenses arising in connection therewith shall be for the
account of such Debtor. Each Debtor agrees that it will hold in trust for the
Collateral Agent, as the Collateral Agent's trustee, any of its Collections that
it receives and immediately will deliver such Collections at any time that an
Event of Default is outstanding to the Collateral Agent in their original form
as received by such Debtor (together with any necessary endorsements).
2.4 FILING OF FINANCING STATEMENTS; COMMERCIAL TORT CLAIMS; DELIVERY OF
ADDITIONAL DOCUMENTATION REQUIRED.
(a) Each Debtor shall and hereby authorizes the Collateral Agent to
file any financing statement necessary or desirable to effectuate the
transactions contemplated by the Indenture Documents, and any continuation
statement or amendment with respect thereto, in any appropriate filing office;
provided, however, that no such authorization shall obligate the Collateral
Agent to make any such filing.
(b) If any Debtor acquires any commercial tort claims after the date
hereof for a claim of at least $50,000, such Debtor shall promptly (but in any
event within 5 Business Days after such acquisition) (i) deliver to the
Collateral Agent a written description of such commercial tort claim, (ii)
execute and deliver a supplement to this Agreement, pursuant to which such
Debtor shall grant a perfected security interest in all of its right, title and
interest in and to such commercial tort claim to the Collateral Agent, as
security for the Obligations (a "Commercial Tort Claim Assignment") and (iii)
not in limitation but in furtherance of clause (c) below, file a financing
statement or amendment to a previously filed and effective financial statement
describing such commercial tort claim with sufficient particularity to the
extent necessary to perfect the Collateral Agent's Lien therein.
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(c) Each Debtor shall prepare, execute and deliver to, and if
applicable, file, any and all financing statements, original financing
statements in lieu of continuation statements, amendments to financing
statements, fixture filings, security agreements, pledges, assignments,
Commercial Tort Claim Assignments, endorsements of certificates of title, and
all other documents (collectively, the "Additional Documents") as may be
necessary (and to the extent the Collateral Agent is a party thereto, in form
and substance reasonably satisfactory to the Collateral Agent) to create,
perfect, and continue the perfection of or to improve the priority the
Collateral Agent's Liens in the Collateral of such Debtor (whether now owned or
hereafter arising or acquired or tangible or intangible), or to fully consummate
all of the transactions contemplated hereby and under the other Indenture
Documents. Not in limitation but in furtherance of the foregoing, the Company
shall comply with its obligations in the immediately preceding sentence as such
obligations relate to the preparation and filing by it of a Code financing
statement, together with any applicable filing fees, within 10 days of the date
hereof in the applicable filing office, and following the filing thereof shall
provide the Collateral Agent with evidence of the same. To the maximum extent
permitted by applicable law, such Debtor authorizes the Collateral Agent to
execute any such Additional Documents in such Debtor's name and authorizes the
Collateral Agent to file such executed Additional Documents in any appropriate
filing office; provided, however, that no such authorization shall obligate the
Collateral Agent to take any such action. In addition, no less frequently than
annually, each Debtor shall (i) provide the Collateral Agent with a report of
all new material patents, patent applications, trademarks, trademark
applications, copyrights or copyright applications acquired or generated by such
Debtor during the prior period and (ii) cause to be prepared, executed, and
delivered to the Collateral Agent supplemental schedules to the applicable
Collateral Agreements to identify such patents, copyrights, and trademarks as
being subject to the security interests created thereunder; provided, however,
that no Debtor shall register or apply to register with (A) the United States
Copyright Office any unregistered copyrights (whether in existence on the Issue
Date or thereafter acquired, arising, or developed) unless within 30 days of any
such registration or application for registration, such Debtor executes and
delivers to the Collateral Agent and files with the United States Copyright
Office an Intellectual Property Security Agreement, supplemental schedules to
any existing Intellectual Property Security Agreement, or such other
documentation as may be necessary in order to perfect and continue the
perfection of or protect the Collateral Agent's Liens on such copyrights
following such registration or (B) the United States Patent and Trademark Office
any unregistered patents or trademarks (whether in existence on the Issue Date
or thereafter acquired, arising, or developed) unless within 30 days of any such
registration or application for registration, the applicable Person executes and
delivers to the Collateral Agent and files with the United States Patent and
Trademark Office an Intellectual Property Security Agreement, supplemental
schedules to any existing Intellectual Property Security Agreement, or such
other documentation as may be necessary in order to perfect and continue the
perfection of or protect the Collateral Agent's Liens on such patents or
trademarks following such registration. The Company shall submit the
Intellectual Property and Security Agreement executed by it as of the date
hereof for filing with the United States Copyright Office and the United States
Patent and Trademark Office, as applicable, together with all necessary filing,
registration or similar fees, within 30 days of the date hereof, and following
such submission thereof shall provide the Collateral Agent with evidence of the
same.
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2.5 POWER OF ATTORNEY. Each Debtor hereby irrevocably makes, constitutes,
and appoints the Collateral Agent (and any of the Collateral Agent's officers,
employees, or agents designated by the Collateral Agent) as such Debtor's true
and lawful attorney, with power to (a) if such Debtor refuses to, or fails
timely to execute and deliver any of the documents described in Section 2.4,
sign the name of such Debtor on any of the documents described in Section 2.4,
(b) at any time that an Event of Default has occurred and is continuing, sign
such Debtor's name on any invoice or xxxx of lading relating to the Collateral
of such Debtor, drafts against Account Debtors, or notices to Account Debtors,
(c) send requests for verification of such Debtor's Accounts at any time when an
Event of Default has occurred and is continuing, (d) endorse such Debtor's name
on any of its payment items (including all of its Collections) that may come
into the Collateral Agent's possession, (e) at any time that an Event of Default
has occurred and is continuing, make, settle, and adjust all claims under such
Debtor's policies of insurance and make all determinations and decisions with
respect to such policies of insurance, and (f) at any time that an Event of
Default has occurred and is continuing, settle and adjust disputes and claims
respecting such Debtor's Accounts, chattel paper, or General Intangibles
directly with Account Debtors, for amounts and upon terms that the Collateral
Agent determines to be reasonable, and the Collateral Agent may cause to be
executed and delivered any documents and releases that the Collateral Agent
determines to be necessary. The appointment of the Collateral Agent as such
Debtor's attorney, and each and every one of its rights and powers, being
coupled with an interest, is irrevocable until all of the Obligations (other
than contingent indemnification obligations) have been paid and performed in
full or the Defeasance thereof shall have been consummated.
2.6 RIGHT TO INSPECT. The Collateral Agent (through any of its officers,
employees, or agents) shall have the right (but not the obligation) no more
frequently than annually (unless an Event of Default is outstanding) to inspect
the Books and make copies or abstracts thereof and to check, test, and appraise
the Collateral, or any portion thereof, in order to verify each Debtor's
financial condition or the amount, quality, value, condition of, or any other
matter relating to, the Collateral at such reasonable times and intervals as the
Collateral Agent may designate, and so long as no Default or Event of Default
has occurred and is continuing, with reasonable prior notice.
2.7 CONTROL AGREEMENTS. Each Debtor agrees that it will take all
commercially reasonable steps in order for the Collateral Agent or the
Administrative Agent as contemplated by the Intercreditor Agreement to obtain
control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the
Code with respect to all of its Securities Accounts, Deposit Accounts,
electronic chattel paper, Investment Property, and letter-of-credit rights
(other than Deposit Accounts and Securities Accounts having an average closing
balance in excess of (i) $50,000, individually, or (ii) $500,000, in the
aggregate, in each case, for any five consecutive Business Day period). Upon the
occurrence and during the continuance of an Event of Default, the Collateral
Agent may notify any bank or securities intermediary subject to a Control
Agreement to liquidate the applicable Deposit Account or Securities Account or
any related Investment Property maintained or held thereby and remit the
proceeds thereof to the Collateral Agent.
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3. REPRESENTATIONS AND WARRANTIES.
In order to induce the Collateral Agent to enter into this
Agreement, each Debtor makes the following representations and warranties to the
Collateral Agent which shall be true, correct, and complete, in all material
respects, as of the date such Debtor became a party hereto, and such
representations and warranties shall survive the execution and delivery of this
Agreement:
3.1 AS TO EQUITY INTERESTS OF SUBSIDIARIES. The Collateral comprised of
Capital Stock of any Issuer that is (a) a Subsidiary of such Debtor and (b) a
general partnership, limited partnership or limited liability company (i) are
not dealt in or traded on securities exchanges or in securities markets, (ii) do
not have terms expressly providing that they are securities governed by Article
8 of the Code as in effect in the jurisdiction in which such Issuer was formed,
and (iii) are not investment company securities, and are not, therefore,
"securities" governed by Article 8 of the Code.
3.2 NO ENCUMBRANCES. Such Debtor has good and marketable title to, or a
valid leasehold interest in, its personal property assets and such personal
property assets of such Debtor is free and clear of Liens except for Permitted
Liens.
3.3 EQUIPMENT. All of the Equipment of such Debtor is used or held for use
in its business and, except for Equipment that is substantially worn, damaged or
obsolete, is fit for such purposes.
3.4 LOCATION OF INVENTORY AND EQUIPMENT. The Inventory of such Debtor is
located at the locations identified on Schedule 3.4 (as such Schedule may be
updated pursuant to Section 4.3).
3.5 INVENTORY RECORDS. Such Debtor keeps correct and accurate records
itemizing and describing the type, quality, and quantity of its Inventory and
the book value thereof.
3.6 STATE OF INCORPORATION; LOCATION OF CHIEF EXECUTIVE OFFICE;
ORGANIZATIONAL IDENTIFICATION NUMBER; COMMERCIAL TORT CLAIMS.
(a) The jurisdiction of organization of such Debtor is set forth on
Schedule 3.6(a).
(b) The chief executive office of such Debtor is located at the
address indicated on Schedule 3.6(b) (as such Schedule may be updated pursuant
to Section 4.3).
(c) Such Debtor's organizational identification numbers, if any, are
identified on Schedule 3.6(c).
(d) As of the date such Debtor became a party hereto, such Debtor
did not hold any commercial tort claims, except as set forth on Schedule 3.6(d).
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3.7 DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.
(a) Such Debtor is duly organized and existing and in good standing
under the laws of the jurisdiction of its organization and qualified to do
business in any state where the failure to be so qualified reasonably could be
expected to have a material adverse effect on (A) the properties, business,
operations, earnings, assets, liabilities or condition (financial or otherwise)
of the Company and its Subsidiaries, taken as a whole, (B) the ability of such
Debtor to perform its obligations in all material respects under any Indenture
Document or (C) the consummation of any of the transactions contemplated under
any of the Indenture Documents (each, a "Material Adverse Effect").
(b) Set forth on Schedule 3.7(b), is a complete and accurate list of
such Debtor's direct and indirect Subsidiaries, showing: (i) the jurisdiction of
their organization, (ii) the number of shares of each class of Capital Stock
authorized for each of such Subsidiaries, and (iii) the number and the
percentage of the outstanding shares of each such class owned directly or
indirectly by such Debtor. All of the outstanding Capital Stock of each such
Subsidiary that is a corporation has been, validly issued and is fully paid and
non-assessable.
(c) Except as set forth on Schedule 3.7(b), there are no
subscriptions, options, warrants, or calls relating to any shares of such
Debtor's Subsidiaries' Capital Stock, including any right of conversion or
exchange under any outstanding security or other instrument. None of the
Debtor's Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of such Debtor's
Subsidiaries' Capital Stock or any security convertible into or exchangeable for
any such Capital Stock.
3.8 DUE AUTHORIZATION; NO CONFLICT.
(a) The execution, delivery, and performance by such Debtor of this
Agreement and the Indenture Agreements to which it is a party have been duly
authorized by all necessary action on the part of such Debtor.
(b) The execution, delivery, and performance by such Debtor of this
Agreement and the other Indenture Documents to which it is a party do not and
will not (i) violate any provision of federal, state, or local law or regulation
applicable to such Debtor, the Governing Documents of such Debtor, or any order,
judgment, or decree of any court or other Governmental Authority binding on such
Debtor, except where such violation could not reasonably be expected to have a
Material Adverse Effect, (ii) conflict with, result in a breach of, or
constitute (with due notice or lapse of time or both) a default under any
contractual obligation of such Debtor, except such conflict or breach which
could not reasonably be expected to have a Material Adverse Effect, (iii) result
in or require the creation or imposition of any Lien of any nature whatsoever
upon any properties or assets of such Debtor, other than Permitted Liens, or
(iv) require any approval of the holders of such Debtor's Capital Stock or any
approval or consent of any Person under any contractual obligation of such
Debtor, other than (x) consents or approvals that have been obtained and that
are still in force and effect and (y) those consents and approvals the failure
to obtain could not reasonably be expected to have a Material Adverse Effect.
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(c) Other than the filing of financing statements and the
recordation of the Mortgages, the execution, delivery, and performance by such
Debtor of this Agreement and the other Indenture Documents to which such Debtor
is a party do not and will not require any registration with, consent, or
approval of, or notice to, or other action with or by, any Governmental
Authority, other than (x) consents or approvals that have been obtained and that
are still in force and effect and (y) those consents and approvals the failure
to obtain could not reasonably be expected to have a Material Adverse Effect.
(d) This Agreement and the other Indenture Documents to which such
Debtor is a party, and all other documents contemplated hereby and thereby, when
executed and delivered by such Debtor will be the legally valid and binding
obligations of such Debtor, enforceable against such Debtor in accordance with
their respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to or limiting creditors' rights generally.
(e) The Collateral Agent's Liens on the Collateral of such Debtor
are validly created, perfected, and first priority Liens, subject only to
Permitted Liens (including the second priority Lien on the Equipment,
improvements to real property and fixtures, and first priority Lien on the
Accounts and Inventory, in each case, of such Debtor in favor of the
Administrative Agent).
3.9 INTELLECTUAL PROPERTY. To such Debtor's knowledge, such Debtor owns,
or holds licenses in, all trademarks, trade names, copyrights, patents and
licenses that are necessary to the conduct of its business as currently
conducted, and attached hereto as Schedule 3.9 (as updated from time to time) is
a true, correct, and complete listing of all material patents, patent
applications, trademarks, trademark applications, copyrights, and copyright
registrations as to which such Debtor or one of its Subsidiaries is the owner or
is an exclusive licensee.
3.10 DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS. Set forth on Schedule 3.10
(as such schedule may be amended from time to time by such Debtor and, to the
extent required by Section 2.7 consented to by the Collateral Agent as evidenced
by the execution and delivery by such Debtor, the applicable securities
intermediary or bank and the Collateral Agent of a Control Agreement) is a
listing of all of such Debtor's Deposit Accounts and Securities Accounts,
including, with respect to each bank or securities intermediary (a) the name and
address of such Person, and (b) the account numbers of the Deposit Accounts or
Securities Accounts maintained with such Person.
4. AFFIRMATIVE COVENANTS.
Each Debtor covenants and agrees that, until payment in full of the
Obligations (other than contingent indemnification obligations) or the
Defeasance thereof, such Debtor shall do all of the following:
4.1 MAINTENANCE OF PROPERTIES. Maintain and preserve all of its properties
which are necessary or useful in the proper conduct to its business in good
working order and condition, ordinary wear and tear excepted, and comply at all
times with the provisions of all material leases to which it is a party as
lessee, so as to prevent any loss or forfeiture thereof or thereunder.
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4.2 INSURANCE.
(a) At such Debtor's expense, maintain insurance respecting its
assets wherever located, covering loss or damage by fire, theft, explosion, and
all other hazards and risks and in such amounts as ordinarily are insured
against by other Persons engaged in the same or similar businesses. Such Debtor
also shall maintain business interruption, public liability, and product
liability insurance, as well as insurance against larceny, embezzlement, and
criminal misappropriation. Such Debtor shall deliver copies of all such policies
or certificates of insurance evidencing the same to the Collateral Agent with an
endorsement naming the Collateral Agent as loss payee (under a satisfactory
lender's loss payable endorsement) or additional insured, as appropriate. Each
policy of insurance or endorsement shall contain a clause requiring the insurer
to give not less than 30 days prior written notice to the Collateral Agent in
the event of cancellation of any such policy for any reason whatsoever.
(b) Such Debtor shall give the Collateral Agent prompt notice of any
loss in an amount in excess of $500,000 covered by such insurance. If an Event
of Default shall have occurred and is outstanding, the Collateral Agent shall
have the exclusive right to adjust any losses claimed under any such insurance
policies, without any liability to such Debtor whatsoever in respect of such
adjustments. Any monies received as payment for any loss under any insurance
policy mentioned above (other than liability insurance policies) or as payment
of any award or compensation for condemnation or taking by eminent domain, shall
be deposited into a Deposit Account of such Debtor with respect to which a
Control Agreement is in effect unless directed by the Collateral Agent to be
paid over to the Collateral Agent at any time an Event of Default is
outstanding, in which case, such payment shall be paid over to the Collateral
Agent.
(c) Such Debtor will not take out separate insurance concurrent in
form or contributing in the event of loss with that required to be maintained
under this Section 4.2, unless the Collateral Agent is included thereon as an
additional insured or loss payee under a lender's loss payable endorsement. Such
Debtor promptly shall notify the Collateral Agent whenever such separate
insurance is taken out, specifying the insurer thereunder and full particulars
as to the policies evidencing the same, and copies of such policies or
certificates of insurance evidencing the same shall be promptly provided to the
Collateral Agent.
4.3 LOCATION OF INVENTORY AND EQUIPMENT. Keep such Debtor's Inventory and
Equipment only at the locations identified on Schedule 3.4 and its chief
executive offices only at the locations identified on Schedule 3.6(b); provided,
however, that such Debtor may amend Schedule 3.4 and Schedule 3.6(b) so long as
such amendment occurs by prompt written notice to the Collateral Agent, so long
as such new location is within the continental United States or Canada, and so
long as, at the time of such written notification, such Debtor provides to the
Collateral Agent a Collateral Access Agreement to the extent required under
Section 4.20 of the Indenture.
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5. NEGATIVE COVENANTS.
Each Debtor covenants and agrees that, until the Obligations are
paid and performed in full (other than contingent indemnification obligations)
or the Defeasance thereof shall have been consummated, such Debtor will not do
any of the following:
5.1 DISPOSAL OF ASSETS. Other than Permitted Dispositions, Dispose of any
of such Debtor's assets.
5.2 CHANGE NAME. Change such Debtor's name, organizational identification
number, state of organization or organizational identity unless such Debtor
shall within ten Business Days of any such change provide written notice to the
Collateral Agent of such change and file any financing statements or amendments
thereto necessary to continue the perfection and priority of the Collateral
Agent's Liens.
5.3 DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS. Maintain, on or after the
date that is 30 days following the Issue Date, any Deposit Account or Securities
Account having an average closing balance in excess of (i) $50,000,
individually, or (ii) $500,000, in the aggregate, in each case, for any five
consecutive Business Day period unless such Debtor and the applicable securities
intermediary or bank shall have entered into a Control Agreement governing such
Deposit Account or Securities Account, as the case may be, in order to perfect
or improve the priority the Collateral Agent's Liens therein.
6. COLLATERAL AGENT'S RIGHTS AND REMEDIES.
6.1 RIGHTS AND REMEDIES. Upon the occurrence, and during the continuation,
of an Event of Default, the Collateral Agent (at its election (or at the
direction of the Holders holding a majority in aggregate principal amount of the
Notes but without notice of its election (or such direction) and without demand)
may do any one or more of the following, all of which are authorized by each
Debtor:
(a) Proceed directly and at once, without notice, against such
Debtor to collect and recover the full amount or any portion of the Obligations,
without first proceeding against any other Debtor, or against any security or
collateral for the Obligations;
(b) Settle or adjust disputes and claims directly with such Debtor's
Account Debtors for amounts and upon terms which the Collateral Agent considers
advisable;
(c) Cause such Debtor to hold all of its returned Inventory in trust
for the Collateral Agent and segregate all such Inventory from all other assets
of such Debtor or in such Debtor's possession;
(d) Without notice to or demand upon such Debtor, make such payments
and do such acts as the Collateral Agent considers necessary or reasonable to
protect its security interests in the Collateral. Such Debtor agrees to assemble
the Collateral if the Collateral Agent so requires, and to make the Collateral
available to the Collateral Agent at a place that the Collateral Agent may
designate which is reasonably convenient to both parties. Such Debtor
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authorizes the Collateral Agent to enter the premises where the Collateral is
located, to take and maintain possession of the Collateral, or any part of it,
and to pay, purchase, contest, or compromise any Lien that conflicts with the
priority of the Collateral Agent's Liens in and to the Collateral and to pay all
expenses incurred in connection therewith, which expenses shall be for the
account of such Debtor. With respect to any of such Debtor's owned or leased
premises, such Debtor hereby grants the Collateral Agent a license to enter into
possession of such premises and to occupy the same, without charge, in order to
exercise any of the Collateral Agent's rights or remedies provided herein, at
law, in equity, or otherwise;
(e) Without notice to such Debtor (such notice being expressly
waived), and without constituting an acceptance of any collateral in full or
partial satisfaction of an obligation (within the meaning of the Code), set off
and apply to the Obligations any and all (i) balances and deposits of such
Debtor held by the Collateral Agent, or (ii) Indebtedness at any time owing to
or for the credit or the account of such Debtor held by the Collateral Agent;
(f) Hold, as cash collateral, any and all balances and deposits of
such Debtor held by the Collateral Agent to secure the full and final repayment
of all of the Obligations (other than contingent indemnification obligations);
(g) Ship, reclaim, recover, store, finish, maintain, repair, prepare
for sale, advertise for sale, and sell (in the manner provided for herein) the
Collateral of such Debtor. Such Debtor hereby grants to the Collateral Agent a
license or other right to use, without charge, such Debtor's labels, patents,
copyrights, trade secrets, trade names, trademarks, service marks, and
advertising matter, or any property of a similar nature, as it pertains to the
Collateral of such Debtor, in completing production of, advertising for sale,
and selling any Collateral of such Debtor and such Debtor's rights under all
licenses and all franchise agreements shall inure to the Collateral Agent's
benefit;
(h) Sell all or any part of the Collateral of such Debtor at either
a public or private sale, or both, by way of one or more contracts or
transactions, for cash or on terms, in such manner and at such places (including
such Debtor's premises) as is commercially reasonable. It is not necessary that
such Collateral of such Debtor be present at any such sale;
(i) Except in those circumstances where no notice is required under
the Code, the Collateral Agent shall give notice of the disposition of the
Collateral of such Debtor as follows:
(i) The Collateral Agent shall give such Debtor a notice in
writing of the time and place of public sale, or, if the sale is a
private sale or some other disposition other than a public sale is
to be made of the Collateral of such Debtor, the time on or after
which the private sale or other disposition is to be made; and
(ii) The notice shall be personally delivered or mailed,
postage prepaid, to such Debtor as provided in Section 9, at least
10 days before the earliest time of disposition set forth in the
notice; no notice needs to be given prior to the disposition of any
portion of the Collateral of such Debtor that is
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perishable or threatens to decline speedily in value or that is of a
type customarily sold on a recognized market;
(j) The Collateral Agent or any other Secured Party may credit bid
and purchase at any public sale;
(k) The Collateral Agent may seek the appointment of a receiver or
keeper to take possession of all or any portion of the Collateral of such Debtor
or to operate same and, to the maximum extent permitted by applicable law, may
seek the appointment of such a receiver without the requirement of prior notice
or a hearing;
(l) The Collateral Agent shall have all other rights and remedies
available at law or in equity or pursuant to any other Indenture Document; and
(m) Be entitled to any deficiency that exists after disposition of
the Collateral as provided above by immediate payment from each Debtor. Any
excess will be returned, without interest and subject to the rights of third
Persons, by Collateral Agent to the applicable Debtor.
6.2 REMEDIES CUMULATIVE. The rights and remedies of the Collateral Agent
under this Agreement, the other Indenture Documents, and all other agreements
shall be cumulative. The Collateral Agent shall have all other rights and
remedies not inconsistent herewith as provided under the Code, by law, or in
equity. No exercise by the Collateral Agent of one right or remedy shall be
deemed an election, and no waiver by the Collateral Agent of any Event of
Default shall be deemed a continuing waiver. No delay by the Collateral Agent
shall constitute a waiver, election, or acquiescence by it.
7. TAXES AND EXPENSES.
If any Debtor fails to pay any monies (whether taxes, assessments,
rents, insurance premiums, or, in the case of leased properties or assets, rents
or other amounts payable under such leases) due to third Persons, or fails to
make any deposits or furnish any required proof of payment or deposit, in each
case, to the extent required under the terms of this Agreement, then, the
Collateral Agent, in its sole discretion and without prior notice to such
Debtor, may (but shall not be obligated to) do any or all of the following: (a)
make payment of the same or any part thereof or (b) in the case of the failure
to comply with Section 4.2 hereof, if an Event of Default shall occur and be
continuing, obtain and maintain insurance policies of the type described in
Section 4.2 and take any action with respect to such policies as the Collateral
Agent deems prudent. Any such amounts paid by the Collateral Agent shall
constitute Obligations owing to the Collateral Agent and any such payments shall
not constitute an agreement by the Collateral Agent to make similar payments or
deposits in the future or a waiver by the Collateral Agent of any Event of
Default under this Agreement. The Collateral Agent need not inquire as to, or
contest the validity of, any such expense, tax, or Lien and the receipt of the
usual official notice for the payment thereof shall be conclusive evidence that
the same was validly due and owing.
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8. WAIVERS; INDEMNIFICATION.
8.1 DEMAND; PROTEST. Each Debtor waives demand, protest, notice of
protest, notice of default or dishonor, notice of payment and nonpayment,
nonpayment at maturity, release, compromise, settlement, extension, or renewal
of documents, instruments, chattel paper, and guarantees at any time held by the
Collateral Agent on which such Debtor may in any way be liable.
8.2 COLLATERAL AGENT'S LIABILITY FOR COLLATERAL OF EACH DEBTOR. Each
Debtor hereby agrees that: (a) so long as the Collateral Agent complies with its
obligations, if any, under the Code, the Collateral Agent shall not in any way
or manner be liable or responsible for: (i) the safekeeping of the Collateral of
such Debtor, (ii) any loss or damage thereto occurring or arising in any manner
or fashion from any cause, (iii) any diminution in the value thereof, or (iv)
any act or default of any carrier, warehouseman, bailee, forwarding agency, or
other Person, and (b) all risk of loss, damage, or destruction of the Collateral
of such Debtor shall be borne by such Debtor.
8.3 INDEMNIFICATION. Each Debtor shall, jointly and severally, pay,
indemnify, defend, and hold the Collateral Agent-Related Persons (each, an
"Indemnified Person") harmless (to the fullest extent permitted by law) from and
against any and all claims, demands, suits, actions, investigations,
proceedings, and damages, and all reasonable attorneys fees and disbursements
and other costs and expenses actually incurred in connection therewith or in
connection with the enforcement of this indemnification (as and when they are
incurred and irrespective of whether suit is brought), at any time asserted
against, imposed upon, or incurred by any of them (a) in connection with or as a
result of or related to the execution, delivery, enforcement, performance, or
administration (including any restructuring or workout with respect hereto) of
this Agreement, any of the other Indenture Documents, or the transactions
contemplated hereby or thereby, and (b) with respect to any investigation,
litigation, or proceeding related to this Agreement or any other Indenture
Document, or any act, omission, event, or circumstance in any manner related
thereto (all the foregoing, collectively, the "Indemnified Liabilities"). The
foregoing to the contrary notwithstanding, such Debtor shall have no obligation
to any Indemnified Person under this Section 8.3 with respect to any Indemnified
Liability that a court of competent jurisdiction finally determines to have
resulted from the gross negligence or willful misconduct of such Indemnified
Person. This provision shall survive the termination of this Agreement and the
repayment in full of the Obligations or the Defeasance thereof. If any
Indemnified Person makes any payment to any other Indemnified Person with
respect to an Indemnified Liability as to which such Debtor was required to
indemnify the Indemnified Person receiving such payment, the Indemnified Person
making such payment is entitled to be indemnified and reimbursed by such Debtor
with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO
EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE
OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH
INDEMNIFIED PERSON OR OF ANY OTHER PERSON.
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9. NOTICES.
All notices and other communications hereunder to Collateral Agent
shall be in writing and shall be mailed, sent or delivered in accordance with
the Indenture and all notices and other communications hereunder to any Debtor
shall be in writing and shall be mailed, sent or delivered in care of Company in
accordance with the Indenture.
10. CHOICE OF LAW; JURY TRIAL WAIVER.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
(b) EACH DEBTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
11. AMENDMENTS; WAIVERS.
11.1 AMENDMENTS AND WAIVERS. No amendment or waiver of any provision
of this Agreement, and no consent with respect to any departure by any Debtor
herefrom, shall be effective unless the same shall be in writing and signed by
the Collateral Agent and such Debtor and then any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given. Notwithstanding the foregoing, the parties hereto agree that in the
event that Rule 3-16 of Regulation S-X under the Securities Act is amended,
modified or interpreted by the SEC to require (or is replaced with another rule
or regulation, or any other law, rule or regulation is adopted, which would
require) the filing with the SEC of separate financial statements of any Issuer
whose Capital Stock constitute Collateral, the term "Excluded Capital Stock"
shall be deemed amended (without further action or consent by any Debtor,
Collateral Agent, the Trustee or any Holder) to the extent, and only to the
extent, necessary to avoid the requirement of filing with the SEC of such
separate audited financial statements of such Issuer, and for the avoidance of
doubt, Collateral shall not include any Excluded Capital Stock as amended.
11.2 NO WAIVERS; CUMULATIVE REMEDIES. No failure by the Collateral
Agent to exercise any right, remedy, or option under this Agreement or any other
Indenture Document, or delay by the Collateral Agent in exercising the same,
will operate as a waiver thereof. No waiver by the Collateral Agent will be
effective unless it is in writing, and then only to the extent specifically
stated. No waiver by the Collateral Agent on any occasion shall affect or
diminish
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the Collateral Agent's rights thereafter to require strict performance by each
Debtor of any provision of this Agreement. The Collateral Agent's rights under
this Agreement and the other Indenture Documents will be cumulative and not
exclusive of any other right or remedy that the Collateral Agent may have.
12. GENERAL PROVISIONS.
12.1 EFFECTIVENESS. This Agreement shall be binding and deemed effective
when executed by each Debtor and the Collateral Agent.
12.2 SUCCESSORS. This Agreement shall bind and inure to the benefit of the
respective successors and assigns of each of the parties; provided, however,
that no party may assign this Agreement or any rights or duties hereunder other
than pursuant to the terms of the Indenture.
12.3 SECTION HEADINGS. Headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything
contained in each Section applies equally to this entire Agreement.
12.4 INTERPRETATION; GOVERNMENT REGULATION. Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed against the Collateral Agent,
any other Secured Party or any Debtor, whether under any rule of construction or
otherwise. On the contrary, this Agreement has been reviewed by all parties and
shall be construed and interpreted according to the ordinary meaning of the
words used so as to accomplish fairly the purposes and intentions of all parties
hereto.
12.5 SEVERABILITY OF PROVISIONS. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.
12.6 COUNTERPARTS; ELECTRONIC EXECUTION. This Agreement may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission shall be equally as
effective as delivery of an original executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.
12.7 REVIVAL AND REINSTATEMENT OF OBLIGATIONS. If the incurrence or
payment of the Obligations by any Debtor or the transfer by any Debtor to the
Collateral Agent of any property of such Debtor should for any reason
subsequently be declared to be void or voidable under any state or federal law
relating to creditors' rights, including provisions of the Bankruptcy Code
relating to fraudulent conveyances, preferences, or other voidable or
recoverable payments of money or transfers of property (collectively, a
"Voidable Transfer"), and if the Collateral Agent is required to repay or
restore, in whole or in part, any such Voidable Transfer, or elects to do so
20
upon the reasonable advice of its counsel, then, as to any such Voidable
Transfer, or the amount thereof that the Collateral Agent is required or elects
to repay or restore, and as to all reasonable costs, expenses, and attorneys
fees of the Collateral Agent related thereto, the liability of such Debtor
automatically shall be revived, reinstated, and restored and shall exist as
though such Voidable Transfer had never been made.
12.8 INTEGRATION. This Agreement, together with the other Indenture
Documents, reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.
12.9 DEBTORS REMAIN LIABLE. Anything herein to the contrary
notwithstanding:
(a) Debtors will remain liable under the contracts and agreements
included in the Collateral to the extent set forth therein, and will
perform all of their duties and obligations under such contracts and
agreements to the same extent as if this Agreement had not been executed;
(b) the exercise by Collateral Agent of any of its rights hereunder
will not release any Debtor from any of its duties or obligations under
any such contracts or agreements included in the Collateral; and
(a) none of Collateral Agent, the Trustee or any Holder will have
any obligation or liability under any contracts or agreements included in the
Collateral by reason of this Agreement, nor will any such Person be obligated to
perform any of the obligations or duties of any Debtor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
12.10 COLLATERAL COMPRISED OF EQUITY INTERESTS OF SUBSIDIARIES. The
provisions of the Pledge Agreement, as they relate to Collateral comprised of
Equity Interests of Issuers that are Subsidiaries of any Debtor and the Excluded
Capital Stock related thereto are incorporated by reference herein, mutatis
mutandis.
12.11 CONTINUING SECURITY INTEREST. This Agreement shall create a
continuing security interest in the Collateral and shall: (i) remain in full
force and effect until the payment in full of all Obligations (other than
contingent indemnification obligations) or the Defeasance thereof except as
otherwise provided in the Indenture; (ii) be binding upon each Debtor and its
successors and assigns, except as otherwise provided in the Indenture; and (iii)
inure to the benefit of Collateral Agent and its successors, transferees, and
assigns. Upon the payment in full of all Obligations (other than contingent
indemnification obligations) or the Defeasance thereof, the security interests
granted herein shall automatically terminate and all rights to the Collateral
shall revert to the applicable Debtor and all restrictions imposed on the
exercise by such Debtor of any of its rights with respect to any Excluded
Capital Stock held by it shall be terminated. Upon any termination of any
security interest referred to in this Section 12.11, Collateral Agent will, at
Debtors' expense, execute and deliver to each Debtor such documents without
recourse, representation or warranty as such Debtor shall reasonably request to
evidence such termination.
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12.12 SECURITY INTEREST ABSOLUTE. To the maximum extent permitted by law,
all rights of Collateral Agent, all security interests hereunder, and all
obligations of each Debtor hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of any of the Obligations
or any other agreement or instrument relating thereto, including any of the
Indenture Documents;
(b) any change in the time, manner, or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from any of the Indenture Documents,
or any other agreement or instrument relating thereto;
(c) any exchange, release, or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to departure
from any guaranty for all or any of the Obligations; or
(d) any other circumstances that might otherwise constitute a
defense available to, or a discharge of, any Debtor.
To the maximum extent permitted by law, each Debtor hereby waives any right to
require Collateral Agent to: (A) proceed against or exhaust any security held
from such Debtor; or (B) pursue any other remedy in Collateral Agent's power
whatsoever.
12.13 POSTPONEMENT OF SUBROGATION. Each Debtor hereby agrees that it will
not exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
prior payment in full of all Obligations (other than contingent indemnification
obligations) or the Defeasance thereof. Subject to the terms of the
Intercreditor Agreement, any amount paid to any Debtor on account of any payment
made hereunder prior to the payment in full of all Obligations (other than
contingent indemnification obligations) or the Defeasance thereof shall be held
in trust for the benefit of Collateral Agent, the Holders and the Trustee and
shall immediately be paid to Collateral Agent, to be distributed to the Trustee
for application against the Obligations, whether matured or unmatured, in
accordance with the terms of the Indenture. In furtherance of the foregoing, for
so long as any Obligations (other than contingent indemnification obligations)
remain outstanding or the Defeasance thereof shall not have been consummated,
each Debtor shall refrain from taking any action or commencing any proceeding
against Company or any other Debtor (or any of their respective successors or
assigns, whether in connection with a Insolvency Proceeding or otherwise) to
recover any amounts in respect of payments made under this Agreement to
Collateral Agent, the Trustee or any Holder.
12.14 INTERCREDITOR AGREEMENT.
(a) The Liens granted hereunder in favor of Collateral Agent for the
benefit of itself, the Trustee and the Holders in respect of the Collateral and
the exercise of any right related thereto thereby shall be subject, in each
case, to the terms of the Intercreditor Agreement.
22
(b) In the event of any direct conflict between the express terms
and provisions of this Agreement and of the Intercreditor Agreement, the terms
and provisions of the Intercreditor Agreement shall control.
(c) Notwithstanding anything to the contrary herein, any provision
hereof that requires any Debtor to (i) deliver any Collateral to Collateral
Agent or (ii) provide that the Collateral Agent have control over such
Collateral may be satisfied by (A) the delivery of such Collateral by such
Debtor to the Administrative Agent for the benefit of the Lenders and Collateral
Agent for the benefit of itself, the Trustee and the Holders pursuant to Section
3.03 of the Intercreditor Agreement and (B) providing that the Administrative
Agent be provided with control with respect to such Collateral of such Debtor
for the benefit of the Lenders and Collateral Agent for the benefit of itself,
the Trustee and the Holders pursuant to Section 3.03 of the Intercreditor
Agreement.
[Signature pages to follow.]
23
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first above written.
VISKASE COMPANIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Title:
LASALLE BANK NATIONAL ASSOCIATION,
as Collateral Agent
By: /s/
------------------------------
Title: First Vice President
24
SCHEDULE 3.4
LOCATION OF INVENTORY AND EQUIPMENT
000 Xxxxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000 (Du Page County)
000 Xxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000 (Du Page County)
000 Xxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxxx 00000 (Loudon County)
000 Xxxx Xxxxx Xxxxxxx 000
Xxxxxxx, Xxxxxxxx 00000-0000 (Mississippi County)
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000 (Xxxxxx County)
0000 Xxxxxxxx Xxxxxxx
Xxxxxxx, XX 00000 (Xxxxxx)
000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 (Erie)
0000 Xxxxx Xxxxxxxx
Xxxxxx, XX 00000 (Fresno)
0000 Xxxx X.X. Xxxxxxx 00
Xxxxxxxxx, XX 00000 (Jasper)
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx X0X 0X0
Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Inland Star Distribution
0000 Xxxxx Xxxxxxxx
Xxxxxx, XX 00000
(Public Warehouse)
Xxxxx Transport
0000 X. X.X. Xxxxxxx 00
Xxxxxxxxx, XX 00000
(Public Warehouse)
Warehouse Basics
0000 Xxxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
(Public Warehouse)
Xxxxxxx (Canada) Ltd.
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X0X0
(Public Warehouse)
Niagara Tying Service
000 Xxxxxxx Xx
Xxxxxxx, XX 00000
(Converter)
Casing Tying Service, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(Converter)
Xxxxxxxxxx Tie Service, Inc.
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
(Converter)
Scotnet
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
(Converter)
Xxxxxx'x Warehousing
0000 Xxxxxx Xx
Xxxxxxxxx, XX 00000
(Customer's Public Warehouse)
Love Box Co.
0000 X. Xxxxxxx Xxxx, Xxxx 0
Xxxxxxxx, XX 00000
(Customer's Public Warehouse)
Vienna Sausage Mfg. Co.
0000 X. Xxxxx Xxx.
Xxxxxxx, XX 00000
(Customer)
Cumberland Gap Provision Co.
Xxxxx 00xx Xxxxxx
Xxxxxxxxxxx, XX 00000
(Customer)
Dakota Pork Industries
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(Customer)
Xxxxxxx & Co. Inc.
000-000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(Customer)
Xxxxxxxx of Smithfield LTD
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
(Customer)
Bar-S-Foods Co.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
(Customer)
Best Kosher Foods Corp.
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
(Customer)
Xxxx Xxxxxxx & Company
0000 X. Xxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
(Customer)
The Dial Corporation
Xxxxx XX 00 Xxxxx
Xxxx Xxxxxxx, XX 00000
(Customer)
Hillshire Farms & Xxxx'x Co.
0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
(Customer)
IBP Foods Inc.
0000 Xxx Xxxxxxxxxx Xxxxx XX
Xxxxx Xxxxxx, XX 00000
(Customer)
St. Xxxxxx Foods
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
(Customer)
Berks Packing Company, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
(Customer)
Conagra Broiler Company
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
(Customer)
SCHEDULE 3.6(a)
STATES OF ORGANIZATION
NAME OF DEBTOR STATE OF ORGANIZATION
----------------------- ---------------------
Viskase Companies, Inc. Delaware
SCHEDULE 3.6(b)
CHIEF EXECUTIVE OFFICE
NAME OF DEBTOR CHIEF EXECUTIVE OFFICE
---------------------- --------------------------------------------
Viskase Companies, Inc. 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000 (Du Page County)
SCHEDULE 3.6(c)
ORGANIZATIONAL IDENTIFICATION NUMBERS
NAME OF DEBTOR ORGANIZATIONAL I.D. NUMBER
----------------------- --------------------------
Viskase Companies, Inc. 0757401
SCHEDULE 3.6(d)
COMMERCIAL TORT CLAIMS
None.
SCHEDULE 3.7(b)
CAPITALIZATION OF DEBTOR'S SUBSIDIARIES
NUMBER &
PERCENTAGE OF
NUMBER OF OUTSTANDING
NAME OF SHARES SHARES OWNED BY
ENTITY JURISDICTION AUTHORIZED BORROWER
--------------------------------- -------------- -------------------- ------------------------
Viskase Films, Inc.
[Dormant] Delaware 100 100
(100%)
WSC Corp. d/b/a Wisconsin Steel
Company Delaware 1,000 1,000
(100%)
Viskase Europe Limited United Kingdom 30,000,000 30,000,000
(100%)
Viskase Brasil Embalagens Ltda. Brazil 33,956,830 27,335,248
(81%)
Viskase Canada Inc. Canada Common: Unlimited 20 Common
Preferred: Unlimited (100%)
480,000 Preferred (100%)
Viskase S.A.S. France 429,543 429,543
(owned by Viskase Europe Limited) (100%)
Viskase GMBH Germany 1 1
(owned by Viskase S.A.S.) (100%)
Viskase SpA Italy 45,000 45,000
(owned by Viskase S.A.S.) (100%)
Viskase Polska SP.Z0.0 Poland 300 300
(owned by Viskase S.A.S.) (100%)
Viskase Holdings Limited United Kingdom 1,900,100 20
(owned by Viskase S.A.S.) (100%)
Viskase International Limited United Kingdom 6,895,895 6,895,895
(Dormant to be dissolved by 2005) (100%)
(owned by Viskase Holdings
Limited)
Viskase Limited United Kingdom 16,895,620 16,895,620
(owned by Viskase Holdings (100%)
Limited)
Viskase (UK) Limited United Kingdom 6,308,114 6,308,114
(Dormant to be dissolved by 2005) (100%)
(owned by Viskase (UK) Limited)
SCHEDULE 3.9
INTELLECTUAL PROPERTY
Patents:
See attached list.
Trademarks and Servicemarks:
See attached list.
Copyrights:
If Foreign
Registration,
Description Application No. Country Issue Dates
----------- --------------- ------------- -----------
NONE
----------- --------------------------------------------------------
----------- --------------------------------------------------------
----------- --------------------------------------------------------
----------- --------------------------------------------------------
License Agreement:
Nucel(R) Agreement, a license to use certain casing manufacturing technology
from Courtaulds Fibres (Holdings) Limited. Technology not currently being used
by Viskase.
SCHEDULE 3.10
DEPOSIT ACCOUNTS AND SECURITY ACCOUNTS
Type of Account
Account Name of Institution Number Branch Address Description of Account
------- --------------------- ------- ----------------------------------- --------------------------------------
A LaSalle Bank N.A. 58003-60526 000 X. XxXxxxx Xx. Master Sweep Account
Chicago, Illinois
A LaSalle Bank N.A. 55900-31698 000 X. XxXxxxx Xx. Controlled Disbursement Account
Chicago, Illinois
A LaSalle Bank N.A. 60003-60526 000 X. XxXxxxx Xx. Overnight Investment Account linked to
Chicago, Illinois Master Sweep Account
A LaSalle Bank N.A. 86007-55916 000 X. XxXxxxx Xx. Xxxxxxxxxx Xxxx - XX
Xxxxxxx, Xxxxxxxx
A Xxxxx Fargo Bank 00000000 Sixth & Marquette Restricted Cash
Xxxxxxxxxxx, XX 00000
B First Central Bank 000-000-0 Knoxville, TN Operating Account
B Union Planters Bank 282576 000 Xxxx Xxxx Xxxxxx Operating Account
Xxxxxxx, XX 00000
B Kentland Bank 018-711 000 Xxxxx Xxxxxx Xxxxxx Operating Account
Xxxxxxxx, XX 00000
B LaSalle Bank N.A. 58001-71395 000 X. XxXxxxx Xx. Domestic Lockbox Deposit Account
Xxxxxxx, Xxxxxxxx 00000
A Toronto Dominion Bank 0368-0000000 00 Xxxx Xx. X., Xxxxxxx XX X0X 0X0 General
A = Primary checking account/operating account
B = Xxxxx cash, payroll or zero-balance account
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
010831 8 US 01/13/1989 09/19/1989 298277 4867204 Granted IMPROVED TUBULAR CELLULOSIC FOOD
012325 CA 02/18/1983 04/30/1985 421966-0 1188173 Granted CONTROLLABLY MOISTURIZED MOLD RE
012540 CA 09/02/1983 01/13/1987 436014-1 1216459 Granted PACKAGE ARTICLE FOR AUTOMATICALL
012541 CA 09/02/1983 11/12/1986 436015-0 1213775 Granted METHOD AND APPARATUS FOR AUTOMA
012542 CA 09/02/1983 06/03/1986 436013-3 1205321 Granted ARTICLE FOR USE IN AUTOMATICALLY A
012574 4 CA 10/01/1982 10/29/1985 41264303 1195872 Granted TAR DEPLETED LIQUID SMOKE AND TREA
012678 1 US 02/13/1985 07/07/1987 701233 H304 Granted PRINTING INK FOR USE ON FLEXIBLE FIL
012834 CA 08/18/1983 06/10/1986 434846-0 1205669 Granted COMPOSITE SHIRRED CASING ARTICLE A
012896 1 CA 10/01/1982 05/21/1985 412676-9 1187324 Granted TAR-DEPLETED LIQUID SMOKE TREATME
012896' 2 US 11/30/1983 09/02/1986 556443 4609559 Granted TAR-DEPLETED LIQUID SMOKE TREATME
012982 1 CA 09/27/1984 06/21/1988 464185-0 1238230 Granted FOOD CASING AND METHOD OF PREPARI
012982 1 US 01/26/1984 06/24/1986 573367 4596727 Granted FOOD CASING AND METHOD OF PREPARI
012984 1 CA 10/01;/1982 05/07/1985 412653-0 1186555 Granted TAR-DEPLETED LIQUID SMOKE TREATME
012986 CA 04/23/1982 04/23/1985 401525-8 1185838 Granted LIQUID COATING METHOD AND APPARAT
013154 A CA 11/21/1985 05/31/1988 495950-7 1237324 Granted STUFFING METHOD AND APPARATUS.
013154 CA 04/23/1982 02/11/1986 401524-0 1200420 Granted STUFFING METHOD AND APPARATUS.
013155 2 CA 04/23/1982 10/22/1985 401523-1 1195544 Granted CORED HIGH DENSITY SHIRRED CASINGS
013155 2 DE 04/29/1982 07/29/1993 P3216011.9 3216011.9 Granted CORED HIGH DENSITY SHIRRED CASINGS
013155 2 MX 04/30/1982 01/09/1990 192526 160224 Granted CORED HIGH DENSITY SHIRRED CASINGS
013155 4 US 08/02/1985 08/13/1991 761675 5038832 Granted CORED HIGH DENSITY SHIRRED CASINGS
013217 2 US 07/13/1989 08/28/1990 380709 4951715 Granted TENSION SLEEVE SUPPORTED CASING A
013217 CA 05/21/1982 03/05/1985 403499-6 1183396 Granted TENSION SLEEVE SUPPORTED CASING A
013218 MX 07/16/1982 12/12/1989 193630 160148 Granted HIGH COHERENCY SHIRRED CASINGS.
013218 US 07/17/1981 03/17/1987 283244 4649961 Granted HIGH COHERENCY SHIRRED CASINGS.
013218 CA 06/30/1982 06/10/1986 406366-0 1205670 Granted HIGH COHERENCY SHIRRED CASINGS.
013218 1 US 09/05/1986 07/12/1988 903919 4756057 Granted HIGH COHERENCY SHIRRED CASINGS.
013308 1 US 09/08/1982 02/25/1986 415862 4572098 Granted LIQUID SMOKE IMPREGNATION OF FIBRO
013309 IT 09/10/1982 12/31/1986 23205A/82 1152388 Granted LIQUID SMOKE-IMPREGNATED FIBROUS
013309 BE 09/10/1982 03/10/1983 208994 894373 Granted LIQUID SMOKE-IMPREGNATED FIBROUS
013309 CA 08/13/1982 09/04/1984 409414-0 1173695 Granted LIQUID SMOKE-IMPREGNATED FIBROUS
013309 FI 09/08/1982 10/27/1986 82-3104 70776 Granted LIQUID SMOKE-IMPREGNATED FIBROUS
000000 XX 09/10/1982 02/17/1986 82-15366 82-15366 Granted LIQUID SMOKE-IMPREGNATED FIBROUS
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
013521 CA 02/09/1984 11/12/1986 447123-7 1213770 Granted TAR-DEPLETED, CONCENTRATED, LIQUID
013646 B3 02/13/1984 09/17/1986 84101439.2 0118784 Granted INHIBITION OF DISCOLORATION ON CELL
013646 CA 01/25/1984 10/14/1986 445988-1 1212570 Granted INHIBITION OF DISCOLORATION ON CELL
013646 FI 02/13/1984 03/10/1988 84-0563 74593 Granted INHIBITION OF DISCOLORATION ON CELL
000000 XX 02/13/1984 09/17/1986 84101439.2 0118784 Granted INHIBITION OF DISCOLORATION ON CELL
013646 DE 02/13/1984 09/17/1986 84101439.2 P3460726.9 Granted INHIBITION OF DISCOLORATION ON CELL
013646 GB 02/13/1984 09/17/1986 84101439.2 0118784 Granted INHIBITION OF DISCOLORATION ON CELL
013687 SE 12/30/1986 09/02/1987 03110536.6 0107190 Granted METHOD AND APPARATUS FOR COMPAC
013687 MX 10/21/1983 01/27/1989 199173 158374 Granted METHOD AND APPARATUS FOR COMPAC
013687 1 MX 07/30/1985 08/27/1986 206149 182493 Granted METHOD AND APPARATUS FOR COMPAC
013687 NO 10/21/1983 12/071988 00-0000 000000 Granted METHOD AND APPARATUS FOR COMPAC
013687 ES 10/21/1983 06/25/1984 526637 526637 Granted METHOD AND APPARATUS FOR COMPAC
013687 NL 10/21/1983 09/02/1987 83110536.6 0107190 Granted METHOD AND APPARATUS FOR COMPAC
013687 B ES 06/01/1984 02/13/1986 279639 279639 Granted METHOD AND APPARATUS FOR COMPAC
013687 OK 10/21/1983 05/11/1992 4851/83 162568 Granted METHOD AND APPARATUS FOR COMPAC
013687 CH 10/21/1983 09/02/1987 83110536.6 0107190 Granted METHOD AND APPARATUS FOR COMPAC
013687 GB 10/21/1983 09/02/1987 83110538.6 0107190 Granted METHOD AND XXXXXXXXX XXX XXXXXX
000000 XX 10/22/1982 04/01/1986 436057 4578842 Granted METHOD AND APPARATUS FOR COMPAC
013387 A ES 06/01/1984 12/14/1984 533048 533048 Granted METHOD AND APPARATUS FOR COMPAC
013687 DE 10/21/1983 09/02/1987 83110538.6 P3373259.0 Granted METHOD AND APPARATUS FOR COMPAC
013687 FI 10/20/1983 08/08/1988 83-3840 75723 Granted METHOD AND APPARATUS FOR COMPAC
013687 A GA 04/20/1988 10/06/1992 564579 1308296 Granted METHOD AND APPARATUS FOR COMPAC
013687 1 ES 07/03/1985 04/15/1991 533048 533048 Granted METHOD AND APPARATUS FOR COMPAC
013687 GA 09/30/1983 08/23/1988 438092-4 1240878 Granted METHOD AND APPARATUS FOR COMPAC
013687 BE 10/21/1983 09/02/1987 83110536.6 0107190 Granted METHOD AND APPARATUS FOR COMPAC
013687 1 AU 10/11/1985 12/09/1987 48580/85 563259 Granted METHOD AND APPARATUS FOR COMPAC
013687 1 US 02/13/1985 09/01/1987 701309 4690173 Granted METHOD AND APPARATUS FOR COMPAC
000000 XX 10/21/1983 09/02/1987 83110536.6 0107190 Granted METHOD AND APPARATUS FOR COMPAC
013774 ES 03/30/1984 09/30/1988 291992 291992 Granted SHIRRED CASING STICK ARTICLE WITH E
013774 B ES 07/01/1985 11/14/1986 544762 544762 Granted SHIRRED CASING STICK ARTICLE WITH E
013774 BE 03/30/1984 09/07/1988 84103560.3 0123933 Granted SHIRRED CASING STICK ARTICLE WITH E
013774 A ES 07/01/1985 11/14/1986 544761 544761 Granted SHIRRED CASING STICK ARTICLE WITH E
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
013775 CA 03/30/1984 02/16/1988 451038-1 1232788 Granted ARTICLE, METHOD FOR CONTROLLING C
013786 CA 11/23/1984 09/20/1986 468577-8 1242060 Granted TUBULAR CORE FOR SHIRRED CASING A
013836 CA 06/18/1985 01/17/1989 484358-4 1248813 Granted COMPOSITE SHIRRED CASING ARTICLE
013836 1 US 04/04/1984 06/10/1986 595601 4594251 Granted PREPARATION OF TAR-DEPLETED LIQUID
013836 1 CA 04/13/1984 10/06/1987 451996-1 1227690 Granted PREPARATION OF TAR-DEPLETED LIQUID
013924 A CA 08/18/1988 09/26/1989 575299 1260757 Granted STUFFING METHOD AND APPARATUS.
013924 CA 05/18/1984 11/15/1988 454756 1244709 Granted STUFFING METHOD AND APPARATUS.
013924 2 US 07/22/1956 03/17/1987 885753 46496602 Granted STUFFING METHOD AND APPARATUS
014328 CA 02/08/1985 09/08/1987 473968-0 1226473 Granted METHOD AND APPARTUS FOR CONTRO
014571 CA 06/18/1985 09/26/1989 484361-4 1261196 Granted CELLULOSIC FOOD CASINGS.
014848 CA 09/08/1987 05/25/1993 546302 1318175 Granted FLAT STOCK FIBROUS CELLULOSIC FOO
014995 CA 04/09/1986 05/23/1989 506169 1254439 Granted DISPOSABLE TENSION SLEEVE FOR A ST
015221 CH 08/03/1989 10/05/1994 89114385.1 0354482 Granted XXXXXXXXX XXX XXXXXXX XXXXXX XXXXX
000000 XX 08/08/1988 10/17/1989 229661 4873748 Granted XXXXXXXXX XXX XXXXXXX XXXXXX XXXXX
000000 XX 08/03/1989 10/05/1994 89114385.1 0354483 Granted BURNISHED END SHIRRED CASING STICK
015221 BE 08/03/1989 10/05/1994 89114385.1 0354483 Granted BURNISHED END SHIRRED CASING STICK
015221 GB 08/03/1989 10/05/1984 89114385.1 0354482 Granted BURNISHED END SHIRRED CASING STICK
015221 CA 08/04/1989 12/27/1994 607604 1333673 Granted BURNISHED END SHIRRED CASING STICK
015221 DE 08/03/1989 10/05/1994 89114385.1 P68918654. Granted BURNISHED END SHIRRED CASING STICK
000000 XX 08/02/1989 08/02/1986 199521/89 2087593 Granted BURNISHED END SHIRRED CASING STICK
015221 AT 08/03/1989 10/05/1994 89114385.1 0354483 Granted BURNISHED END SHIRRED CASING STICK
015347 CA 03/19/1987 01/28/1992 532525 1294818 Granted END CLOSURE FOR SHIRRED CASING STI
015347 1 US 06/16/1987 07/26/1988 062750 4759100 Granted END CLOSURE FOR SHIRRED CASING STI
015347 GB 03/20/1987 09/19/1990 87104129.9 0239029 Xxxxxxx XXX XXXXXXX XXX XXXXXXX XXXXXX XXX
000000 DE 03/20/1987 09/19/1990 87104129.8 P3764984.1 Xxxxxxx XXX XXXXXXX XXX XXXXXXX XXXXXX XXX
000000 JP 03/23/1987 02/17/1993 065921/87 1732797 Xxxxxxx XXX XXXXXXX XXX XXXXXXX XXXXXX XXX
000000 BE 03/20/1987 09/19/1990 87104129.9 0239029 Xxxxxxx XXX XXXXXXX XXX XXXXXXX XXXXXX XXX
000000 ES 03/20/1987 09/19/1990 87104129.9 0239029 Xxxxxxx XXX XXXXXXX XXX XXXXXXX XXXXXX XXX
000000 XX 03/21/1986 09/15/1987 842225 4693280 Xxxxxxx XXX XXXXXXX XXX XXXXXXX XXXXXX XXX
000000 XX 03/20/1987 09/19/1990 87104129.9 0239029 Granted END CLOSURE FOR SHIRRED CASING STI
020002 1 US 04/19/1988 04/04/1989 183214 4818551 Granted LIQUID SMOKE IMPREGNATED SHIRRED
020003 CA 10/07/1987 01/23/1990 548610 1264599 Granted CLAMP MEANS FOR STUFFING MACHINE
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020005 CA 07/28/1987 07/11/1989 543180 1257134 Granted DISPOSABLE TENSION SLEEVE FOR A ST
020006 1 US 01/19/1988 10/18/1980 145083 4778639 Granted CARAMEL-CONTAINING CELLULOSIC ART
020006 2 US 01/19/1988 11/01/1988 144984 4781931 Granted CARAMEL-CONTAINING CELLULOSIC ART
020006 US 10/20/1986 07/12/1988 920381 4756914 Granted CARAMEL-CONTAINING CELLULOSIC ART
020006 MX 10/19/1987 10/19/1987 8897 168651 Granted CARAMEL-CONTAINING CELLULOSIC ART
020006 CA 10/15/1987 05/25/1993 549353 1318176 Granted CARAMEL-CONTAINING CELLULOSIC ART
020016 US 04/16/1987 08/30/1988 039197 4766645 Granted SIZE CONTROL SYSTEM FOR STUFFING
020026 US 08/31/1987 03/27/1990 091172 4911963 Granted MULTILAYER FILM CONTAINING AMORPH
020026 1 US 03/26/1990 12/31/1991 498876 5077109 Granted MULTILAYER FILM CONTAINING XXXXXX
000000 XX 01/06/1988 07/25/1989 141226 4851290 Granted MULTILAYER FILM CONTAINING AMORPH
020027 CA 01/05/1989 10/18/1994 587614 1332581 Granted MULTILAYER FILM CONTAINING AMORPH
020028 CA 09/08/1988 01/28/1992 576768 1294748 Granted METHOD AND APPARATUS FOR SHIRRIN
020028 BE 09/14/1988 01/08/1992 88114998.3 0314905 Granted METHOD AND XXXXXXXXX XXX XXXXXXX
000000 XX 11/02/1987 09/27/1988 115721 4773127 Granted METHOD AND APPARATUS FOR SHIRRIN
020028 ES 09/14/1988 01/08/1992 88114998.3 2027745 Granted METHOD AND APPARATUS FOR SHIRRIN
020030 BE 08/22/1989 05/10/1995 89115458.5 0358038 Granted AMORPHOUS NYLON COPOLYMER & COP
020030 1 US 04/16/1991 09/06/1994 685950 5344679 Granted AMORPHOUS XXXXX XXXXXXXXX & XXX
000000 XX 08/22/1989 05/10/1995 89115458.5 26401BE/95 Granted AMORPHOUS NYLON COPOLYMER & COP
020030 GB 08/22/1989 05/10/1995 89115458.5 0358038 Granted AMORPHOUS XXXXX XXXXXXXXX & XXX
000000 XX 08/23/1988 10/01/1991 235258 5053259 Xxxxxxx XXXXXXXXX XXXXX XXXXXXXXX & XXX
000000 XX 08/22/1989 05/10/1995 89115458.5 0358038 Xxxxxxx XXXXXXXXX XXXXX XXXXXXXXX & XXX
000000 XX 08/22/1989 05/10/1995 89115458.5 0358038 Granted AMORPHOUS NYLON COPOLYMER & COP
020030 SE 08/22/1989 05/10/1995 89115458.5 0358038 Granted AMORPHOUS NYLON COPOLYMER & COP
020030 AT 08/22/1989 05/10/1995 89115458.5 0358038 Granted AMORPHOUS NYLON COPOLYMER & COP
020030 CA 08/17/1989 608589 PENDING AMORPHOUS NYLON COPOLYMER & COP
020030 2 US 06/30/1994 01/02/1996 268359 5480945 Granted AMORPHOUS NYLON COPOLYMER & COP
020030 DE 08/22/1989 05/10/1995 89115458.5 P68922554. Xxxxxxx XXXXXXXXX XXXXX XXXXXXXXX & XXX
000000 XX 11/09/1988 03/11/1992 88118642.3 0315965 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 BE 11/09/1988 03/11/1992 88118642.3 0315965 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 1 US 09/07/1989 07/09/1991 403964 5030464 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 US 11/09/1987 12/26/1989 117863 4889751 Granted LIQUID SMOKE IMPREGNATED PEELABLE
000000 XX 11/09/1988 03/11/1992 88118642.3 0315965 Granted LIQUID SMOKE IMPREGNATED PEELABLE
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
000000 XX 11/09/1988 02/26/1986 283504/88 2022878 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 DE 11/09/1988 03/11/1992 88118642.3 P3869063.2 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 GB 11/09/1988 03/11/1992 88118642.3 0315965 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 CA 11/08/1988 05/24/1994 582677 1329721 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 IT 11/09/1988 03/11/1992 88118642.3 0315965 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 AT 11/09/1988 03/11/1992 88118642.3 0315965 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020031 FI 11/08/1988 04/11/1994 88/5134 90817 Granted LIQUID SMOKE IMPREGNATED PEELABLE
020035 US 04/18/1988 06/13/1989 182531 4837897 Granted MEAT PRODUCT PACKAGE CONTAINING
020057 US 05/06/1988 01/28/1992 191100 5084283 Granted FOOD CASING FOR MAKING INDICIA BEA
020057 CA 05/05/1989 04/11/1995 598838 1335184 Granted FOOD CASING FOR MAKING INDICIA BEA
020068 US 10/13/1989 04/28/1992 420854 5108804 Granted BUFFERED ACID-TREATED FOOD CASING.
020068 2 US 03/12/1992 05/04/1993 851383 5207609 Granted BUFFERED ACID-TREATED FOOD CASING.
020068 1 US 03/12/1992 05/04/1993 851385 5207608 Granted BUFFERED ACID-TREATED FOOD CASING.
020073 BE 07/31/1989 05/18/1994 89114135.0 0353697 Granted METHOD & XXXXXXXXX XXX XXXXXXXX X
000000 XX 07/31/1989 04/18/1994 89114135.0 0353697 Granted METHOD & XXXXXXXXX XXX XXXXXXXX X
000000 XX 07/31/1989 04/18/1994 89114135.0 P68915360. Granted METHOD & XXXXXXXXX XXX XXXXXXXX X
000000 XX 07/31/1989 04/18/1994 89114135.0 0353697 Granted METHOD & XXXXXXXXX XXX XXXXXXXX X
000000 XX 07/31/1989 09/19/1996 197031/89 2562969 Granted METHOD & XXXXXXXXX XXX XXXXXXXX X
000000 XX 08/01/1988 12/12/1989 226635 4885821 Granted METHOD & APPARATUS FOR SEVERING S
020073 CA 07/31/1989 10/26/1993 607050 1323476 Granted METHOD & APPARATUS FOR SEVERING S
020079 2 US 02/01/1990 06/04/1991 473550 5021252 Granted FOOD BODY WITH SURFACE COLOR INDI
020079 3 US 02/01/1990 09/17/1991 473553 5049399 Granted FOOD BODY WITH SURFACE COLOR INDI
020079 1 US 02/01/1990 07/09/1991 473549 5030486 Granted FOOD BODY WITH SURFACE COLOR INDI
020079 US 12/16/1988 04/17/1990 285454 4917924 Granted FOOD BODY WITH SURFACE COLOR INDI
020079 CA 05/05/1989 01/31/1995 598839 1334141 Granted FOOD BODY WITH SURFACE COLOR INDI
020085 1G EP 11/13/2000 00124260.1 PENDING ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 FR 02/16/1990 04/28/1990 90-103033.8 0384319 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 JP 02/21/1990 06/26/1998 90-038541 2794318 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 FI 02/20/1990 09/15/2000 90-0844 105525 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 DE 02/16/1990 04/28/1999 90-103033.8 6903307070 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 AT 02/16/1990 04/28/1999 90-103033.8 0384319 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 CA '02/14/1990 11/16/1999 2009990-9 2009998 Granted ANTIMICROBIAL FILM & METHOD FOR SU
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020085 1 AU 02/20/1990 06/23/1994 53023/94 646797 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 BE 02/16/1990 04/28/1999 90-103033.8 0384319 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1A GB 08/08/1996 08/16/2001 96112759.4 0750853 Granted ANTIMICROBIAL FILM & METHOD FOR SU
000000 0X XX 08/08/1996 08/16/2001 96112759.4 0750853 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 NZ 02/13/1990 02/21/1994 244737 244737 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 ES 02/16/1990 04/28/1999 90-103033.8 ES2132059T Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 6 US 04/23/1993 11/12/1998 051260 5573801 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1A NZ 10/14/1992 02/17/1994 244737 244737 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1A AU 01/05/1994 04/30/1995 94-53023 665646 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 IT 02/16/1990 04/28/1999 90-103033.8 0384319 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1A DE 08/08/1996 04/30/2001 96112759.4 6903377850 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 5 US 04/23/1993 11/12/1996 051259 5573800 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 7 US 04/23/1993 11/12/1995 051258 5573797 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1A BE 08/08/1996 08/16/2001 98112759.4 0750853 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020085 1 GB 02/16/1990 04/28/1999 90-103033.8 0384319 Granted ANTIMICROBIAL FILM & METHOD FOR SU
020087 1 JP 01/10/1980 07/10/1996 90-001854 2068753 Granted STUFFING METHOD AND APPARATUS.
020087 1 US 10/26/1989 10/06/1992 425435 5152712 Granted STUFFING METHOD AND APPARATUS
020087 2 US 12/01/1989 02/12/1991 442469 4991260 Granted STUFFING METHOD AND APPARATUS
020087 1 CA 12/18/1989 01/17/1995 2005808-1 2005808 Granted STUFFING METHOD AND APPARATUS
020093 1 US 08/30/1990 02/04/1992 574850 5085890 Granted FOOD BODY WITH SURFACE COLOR INDI
020093 2 US 08/30/1990 07/16/1991 574971 5032416 Granted FOOD BODY WITH SURFACE COLOR INDI
020093 2 CA 05/05/1989 01/31/1995 596836 1334140 Granted FOOD BODY WITH SURFACE COLOR INDI
020093 1 CA 05/05/1989 01/31/1995 598840 1334142 Granted FOOD BODY WITH SURFACE COLOR INDI
020097 US 07/11/1990 07/27/1993 551225 5230933 Granted ACID RESISTANT PEELABLE CASING.
020104 US 01/12/1990 11/20/1990 463768 4970758 Granted STUFFING METHOD AND APPARATUS.
000000 XX 08/07/1991 10/09/1998 91-221190 2836042 Granted COLORED CELLULOSIC CASING WITH CL.
020111 MX 08/07/1991 04/05/1995 91/00573 177547 Granted COLORED CELLULOSIC CASING WITH CL.
020111 BR 08/06/1991 02/23/1999 P19103380-2 P19103380-2 Granted COLORED CELLULOSIC CASING WITH CL.
020111 CA 07/19/1991 04/21/1998 2047477 2047477 Granted COLORED CELLULOSIC CASING WITH CL.
020111 IT 08/06/1991 04/26/1995 91113147.6 28148BE/95 Granted COLORED CELLULOSIC CASING WITH CL.
000000 XX 08/06/1991 04/26/1995 91113174.6 0473952 Granted COLORED CELLULOSIC CASING WITH CL.
020111 A MX 08/07/1991 1995000317 Pending COLORED CELLULOSIC CASING WITH CL.
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020111 2 US 12/21/1992 04/04/2000 07/993551 6045848 Granted COLORED CELLULOSIC CASING WITH CL.
020111 AU 08/07/1991 12/06/1994 81693/91 652167 Granted COLORED CELLULOSIC CASING WITH CL.
020111 ES 08/06/1991 04/26/1995 91113174.6 ES2071874T Granted COLORED CELLULOSIC CASING WITH CL.
020111 ZA 07/24/1991 04/29/19982 91/5812 91/5812 Granted COLORED CELLULOSIC CASING WITH CL.
020111 1 US 06/09/1992 02/06/2001 07/898373 618382681 Granted COLORED CELLULOSIC CASING WITH CL.
020111 DE 08/06/1991 04/26/1995 91113174.6 691212.5-08 Granted COLORED CELLULOSIC CASING WITH CL.
020115 PT 09/17/1991 11/12/1997 98993 98993 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 BE 09/14/1991 05/08/1996 91115622.2 0476553 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 DK 09/14/1991 05/08/1998 91115622.2 0476553 Granted SHIRRED THERMOPLASTIC CASING HAVI
000000 XX 09/14/1991 05/08/1998 81115622.2 0476553 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 US 09/18/1990 10/26/1993 584563 5256458 Granted SHIRRED THERMOPLASTIC XXXXXX XXXX
000000 XX 09/04/1991 09/01/1993 239662 239662 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 1 US 06/15/1992 04/19/1994 076888 5304385 Granted SHIRRED THERMOPLASTIC XXXXXX XXXX
000000 XX 09/17/1991 08/01/1994 09/01115 175499 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 DE 09/14/1991 05/08/1996 91115622.2 69119334.7 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 GB 09/14/1991 05/08/1996 91115622.2 0476553 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 CA 08/30/1991 10/10/1995 2050453 2050453 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 BR 09/18/1991 05/16/2000 P19103999-1 P19103999 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 AU 09/17/1991 11/29/1994 84502/91 651994 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 NL 09/14/1991 05/08/1996 91115622.2 0476553 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 AT 09/14/1991 05/08/1996 91115822.2 0478553 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 ES 09/14/1991 05/08/1996 91115622.2 ES 2088448 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 ZA 09/03/1991 05/27/1992 91/6887 91/6887 Granted SHIRRED THERMOPLASTIC CASING HAVI
020115 1 US 06/15/1993 04/19/1994 076688 5304385 Granted SHIRRED THERMOPLASTIC CASING HAVI
020120 1 CA 03/03/1993 10/16/2001 2090684 2090884 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 1 MX 03/04/1993 93-01216 Pending CELLULOSIC ARTICLE CONTAINING AN O
020120 1 US 02/10/1993 10/25/1994 015751 5358765 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 1 BR 03/04/1993 07/11/2000 P19300746-9 P19300746-9 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 1 JP 03/04/1993 06/26/1998 93-069438 2794377 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 1 GB 03/03/1993 09/25/1996 93301625.5 0559456 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 1 DE 03/03/1993 09/25/1996 93301625.5 69304956.1 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 2 US 07/26/1994 11/26/1995 280744 5470519 Granted CELLULOSIC ARTICLE CONTAINING AN O
SCHEDULE OF PATENTS
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(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020120 1 FI 03/03/1993 05/15/2001 930930 106913 Granted CELLULOSIC ARTICLE CONTAINING AN O
020120 DE 03/03/1993 09/25/1996 93301625.5 69304956.1 Granted CELLULOSIC ARTICLE CONTAINING AN O
020122 US 07/01/1991 07/27/1993 724058 5230651 Granted METHOD AND APPARATUS FOR SEVERIN
020127 2 FR 08/05/1992 11/15/1995 92113356.7 0537435 Granted METHOD AND APPARATUS FOR SEVERIN
020127 2 ES 08/05/1992 11/15/1995 92113356.7 ES2079754T Granted METHOD AND APPARATUS FOR SEVERIN
020127 2 BR 07/15/1992 04/29/1997 PI-9202691-5 PI 9202691 Granted METHOD AND APPARATUS FOR SEVERIN
020127 2 DE 08/05/1992 11/15/1995 92113356.7 69206101.0 Granted METHOD AND APPARATUS FOR SEVERIN
020127 2 CA 06/12/1992 04/22/1997 2071184 2071184 Granted METHOD AND APPARATUS FOR SEVERIN
020127 2 BE 08/05/1992 11/15/1995 92113356.7 0537435 Granted METHOD AND XXXXXXXXX XXX XXXXXXX
000000 XX 10/15/1991 09/08/1992 775861 5145449 Granted METHOD AND APPARATUS FOR SEVERIN
020127 1 US 04/15/1992 12/22/1992 668431 5173074 Granted METHOD AND APPARATUS FOR XXXXXXX
000000 XX 12/21/1992 10/03/1996 05-512450 2568156 Granted CELLULOSE FOOD CASING METHOD AND
020130 AT 12/21/1992 01/29/1997 93901268.6 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 CH 12/21/1992 01/29/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 GB 12/21/1992 01/29/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 BE 12/21/1992 01/29/1997 93901238.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
000000 XX 12/21/1992 01/29/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 DE 12/21/1992 01/29/1997 93901268.8 69217211.4 Granted CELLULOSE FOOD CASING METHOD AND
020130 BR 12/21/1992 P19205562-1 Pending CELLULOSE FOOD CASING METHOD AND
020130 FI 12/21/1992 93/4067 Pending CELLULOSE FOOD CASING METHOD AND
020130 2 US 01/10/1994 09/19/1995 08/179418 5451364 Granted CELLULOSE FOOD CASING METHOD AND
020130 NL 12/21/1992 01/29/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 LU 12/21/1992 01/29/1997 3939012268. 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 C EP 12/21/1992 01/29/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 3 GB 12/23/1994 10/16/2002 94309829.3 0692194 Granted CELLULOSE FOOD CASING METHOD AND
020130 3 FR 12/23/1994 10/16/2002 94309829.3 0692194 Granted CELLULOSE FOOD CASING METHOD AND
020130 3 BE 12/23/1994 10/16/2002 94309829.3 0592194 Granted CELLULOSE FOOD CASING METHOD AND
020130 2 DE 12/05/1994 08/02/2000 84309828.5 69425240T Granted CELLULOSE FOOD CASING METHOD AND
020130 2 FR 12/05/1994 07/12/2000 94309828.5 0662283 Granted CELLULOSE FOOD CASING METHOD AND
020130 A EP 12/21/1992 01/29/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 2 AT 12/05/1994 07/12/2000 94309828.5 0862283 Granted CELLULOSE FOOD CASING METHOD AND
020130 B EP 12/21/1992 01/28/1997 93901268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
SCHEDULE OF PATENTS
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CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020130 5 US 05/04/1995 08/19/1997 08/434709 5658524 Granted CELLULOSE FOOD CASING METHOD AND
020130 6 US 08/16/1995 12/30/1997 08/515880 5702783 Granted CELLULOSE FOOD CASING METHOD AND
020130 3 EP 12/23/1994 10/16/2002 94309829.3 0692194 Granted CELLULOSE FOOD CASING METHOD AND
020130 2 EP 12/23/1994 07/12/2000 94309828.5 0662283 Granted CELLULOSE FOOD CASING METHOD AND
020130 US 01/17/1992 01/11/1994 822506 5277857 Granted CELLULOSE FOOD CASING METHOD AND
020130 AU 12/21/1992 02/15/1995 33219/93 654080 Granted CELLULOSE FOOD CASING METHOD AND
020130 DK 12/21/1992 01/29/1997 93801268.8 0577790 Granted CELLULOSE FOOD CASING METHOD AND
020130 MX 01/15/1993 12/09/1997 930227 187388 Granted CELLULOSE FOOD CASING METHOD AND
020130 3 US 07/15/1994 09/03/1996 275669 H1592 Granted CELLULOSE FOOD CASING METHOD AND
020130 CA 12/21/1992 07/06/1999 2096143 2906143 Granted CELLULOSE FOOD CASING METHOD AND
020130 4 US 03/28/1995 01/28/1997 08412677 5597587 Granted CELLULOSE FOOD CASING METHOD AND
020130 2 BE 12/05/1994 07/12/2000 94309828.5 0662283 Granted CELLULOSE FOOD CASING METHOD AND
000000 XX 03/24/1993 02/13/1997 93-087876 20606781 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 IT 03/26/1993 06/12/1996 93302345.9 056282 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 DE 03/26/1993 06/12/1996 93392345.9 69303103.4 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 AT 03/26/1993 06/12/1996 93302345.9 0565282 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 MX 03/29/1993 12/06/1996 93-01758 183481 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 CA 03/24/1993 07/09/1996 2092326 2092326 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 US 03/30/1993 07/12/1996 859763 5326733 Granted SHIRRED FIBROUS CASING ARTICLE AND
020133 1 US 02/15/1994 03/21/1995 196722 5399213 Granted SHIRRED FIBROUS CASING ARTICLE AND
000000 XX 03/26/1993 06/12/1996 93302345.9 0565282 Granted SHIRRED FIBROUS CASING ARTICLE AND
020137 US 09/23/1992 12/16/1997 949228 5698279 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 DE 09/22/1993 06/17/1998 93115271.4 6931915.3 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 NL 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD XXXXX
000000 XX 09/22/1993 10/18/1999 93058.8 193728 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 IT 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 CH 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 IE 09/22/1993 06/17/1998 93114271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 AU 09/22/1993 06/27/1996 47501/93 669926 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 AR 09/21/1993 07/31/1997 325055 250834 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 BR 09/20/1993 09/05/2000 PI-9303833-0 PI9303833-0 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 CA 08/19/1993 05/11/1999 2104444 2104444 Granted HEAT SHRINKABLE NYLON FOOD CASIN
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020137 GB 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 SE 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 ES 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD XXXXX
000000 XX 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 LU 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 GR 09/22/1993 06/17/1998 93115271.4 980401755 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 BE 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 AT 09/22/1993 06/17/1998 93115271.4 E167 430 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020137 DK 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD XXXXX
000000 XX 09/22/1993 06/17/1998 93115271.4 0589431 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 BR 09/20/1993 09/05/2000 PI 9303834-8 PI9303834-8 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 A EP 09/22/1993 07/16/1997 93115288.8 0589436 Granted HEAT SHRINKABLE XXXXX XXXX XXXXX
000000 XX 09/23/1993 08/27/1996 948552 5549943 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 IT 09/22/1993 07/16/1997 93115288.8 0589436 Granted HEAT SHRINKABLE NYLON FOOD XXXXX
000000 XX 09/22/1993 12/10/1997 935617 197424 Granted HEAT SHRINKABLE XXXXX XXXX XXXXX
000000 XX 08/31/1993 248545 248545 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 B EP 09/22/1993 07/16/1997 93115288.8 0589435 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 AR 11/02/1993 06/25/1999 326470 253.391 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 CA 08/19/1993 03/30/1999 2104442 2104442 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 ES 09/22/1993 07/16/1997 93115288.8 2105028 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 GB 09/22/1993 07/16/1997 93115288.8 0566436 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 AU 09/22/1993 11/09/1995 4749993 664308 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 DE 09/22/1993 07/16/1997 93115288.8 69312195.5 Granted HEAT SHRINKABLE NYLON FOOD XXXXX
000000 XX 09/22/1993 07/16/1997 93115288.8 0589436 Granted HEAT SHRINKABLE NYLON FOOD CASIN
020138 BE 09/22/1993 07/16/1997 93115288.8 0589436 Granted HEAT SHRINKABLE NYLON FOOD XXXXX
000000 XX 08/19/1993 12/17/1996 93-05050 183597 Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 06/10/1993 05/09/1997 93-163809 2646326 Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 08/20/1992 08/24/1993 932530 5238443 Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 08/18/1993 05/29/1996 93113221.1 0583790 Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 08/18/1993 05/29/1996 93113221.1 0583780 Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 04/14/1993 01/16/1996 2093980 2093980 Granted END CLOSURES FOR SHIRRED CASING S
020143 BR 08/12/1993 09/29/1998 XX0000000-4 XX0000000-4 Granted END CLOSURES FOR SHIRRED CASING S
SCHEDULE OF PATENTS
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CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020143 ES 08/18/1993 05/29/1996 93113221.1 ES2087624T Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 08/18/1993 05/29/1996 93113221.1 69302868 Xxxxxxx XXX XXXXXXXX XXX XXXXXXX XXXXXX X
000000 XX 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 DE 11/17/1995 10/10/2001 95118159.3 6952311540 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 CA 08/23/1995 2156765 Pending A COMPOUND XXXXXXX XXXX XXXXXXXXX
000000 XX 11/16/1995 08/25/2000 07-321271 3103756 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 BE 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 DK 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
000000 XX 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 BR 10/05/1995 PI 9504780-6 Pending A COMPOUND FIBROUS DOPE XXXXXXXXX
000000 XX 11/16/1995 07/27/19999 954797 192773 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 IT 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 NL 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 1 US 04/15/1996 04/28/1996 632051 5744251 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 CH 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 AT 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 LI 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 AU 11/17/1995 11/17/1995 95-37924 699226 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 FI 11/17/1995 955573 Pending A COMPOUND FIBROUS DOPE COMPOSITI
020149 SE 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 LU 11/17/1995 10/10/2001 95118159.3 0712889 Granted A COMPOUND FIBROUS DOPE COMPOSITI
020149 US 11/18/1994 02/18/1997 342287 5603884 Granted A COMPOUND FIBROUS DOPE XXXXXXXXX
000000 XX 03/11/1994 11/07/1997 941819 186934 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 BR 03/11/1994 11/24/1994 PI9401134-6 PI9401134-6 Granted PACKAGE OF SHIRRED FOOD CASING AN
020193 IT 08/13/1999 99306405-4 Pending METHOD FOR REMOVING CELLULOSIC C
020193 FR 08/13/1999 99306405-4 Pending METHOD FOR REMOVING CELLULOSIC C
020193 ES 08/13/1999 99306405-4 Pending METHOD FOR REMOVING CELLULOSIC C
020193 NL 08/13/1999 99306405-4 Pending METHOD FOR REMOVING CELLULOSIC C
020195 CA 04/28/0000 0000000 Pending METHOD FOR XXX XXX XXXXXXX XXXXXX
000000 XX 10/13/1998 03/13/2001 09/169990 6200510.81 Granted METHOD FOR XXX XXX XXXXXXX XXXXXX
000000 XX 04/22/1999 07/24/2001 09/296288 6264874 Granted METHOD FOR CONTROLLING THE DIAMET
020197 CA 09/21/9999 2282927 Pending METHOD FOR CONTROLLING THE DIAMET
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020201 CA 02/21/2000 2299191 Pending Method for extruding tubular film
020201 GB 04/18/2000 09/04/2002 00303270.3 1078730 Granted Method for extruding tubular film
020201 US 08/27/1999 11/20/2001 09/384106 6319457 Granted Method for extruding tubular film
020201 AT 04/18/2000 09/04/2002 00303270.3 1078730 Granted Method for extruding tubular film
020201 DE 04/18/2000 09/04/2002 00303270.3 6000039810 Granted Method for extruding tubular film
020201 BE 04/18/2000 09/04/2002 00303270.3 1078730 Granted Method for extruding tubular film
000000 XX 04/18/2000 09/04/2002 00303270.3 1078730 Granted Method for extruding tubular film
020201 FI 04/18/2000 09/04/2002 00303270.3 1078730 Granted Method for extruding tubular film
020201 ES 04/18/2000 09/04/2002 00303270.3 1078730 Granted Method for extruding tubular film
020202 CA 05/16/2000 2308906 Pending CELLULOSE FOOD CASING, CELLULOSE
020202 GB 07/14/2000 003059623 Pending CELLULOSE FOOD CASING, CELLULOSE
020202 BE 07/14/2000 003059623 Pending CELLULOSE FOOD XXXXXX, XXXXXXXXX
000000 XX 07/14/2000 003059623 Pending CELLULOSE FOOD CASING, CELLULOSE
020202 FR 07/14/2000 003059623 Pending CELLULOSE FOOD XXXXXX, XXXXXXXXX
000000 XX 10/18/1999 09/419.933 Pending CELLULOSE FOOD CASING, CELLULOSE
020202 DE 07/14/2000 003059623 Pending CELLULOSE FOOD CASING, CELLULOSE
020202 ES 07/14/2000 003059623 Pending CELLULOSE FOOD CASING, CELLULOSE
020203 CA 06/07/2000 2310948 Pending METHOD FOR IMPROVING THE REWET SHR
020203 ES 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020203 US 11/17/1999 09/441517 Pending METHOD FOR IMPROVING THE REWET SHR
020203 AT 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020203 MX 09/21/2000 0009263 Pending METHOD FOR IMPROVING THE REWET SHR
020203 BE 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020203 FI 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020203 GB 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020203 DE 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020203 FR 07/14/2000 00306019.1 Pending METHOD FOR IMPROVING THE REWET SHR
020206 GB 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 PL 05/09/2001 P347449 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 LT 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 FI 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 DE 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020206 FR 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 BE 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 AT 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020151 JP 03/10/1994 04/05/2002 06-065457 3295219 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 1 US 03/11/1994 01/17/1995 209128 5382190 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 GB 02/25/1994 07/22/1998 94301356.5 614610 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 NL 02/25/1994 07/22/1998 94301356.5 614610 Granted PACKAGE OF SHIRRED FOOD CASING AN
000000 XX 02/25/1994 07/22/1998 94301356.5 614610 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 ES 02/25/1994 07/22/1998 94301356.5 614610 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 BE 02/25/1994 07/22/1998 94301356.5 614610 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 US 03/12/1993 01/17/1995 030923 5381643 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 PH 03/11/1994 09/16/1997 47912 30652 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 1 CA 05/16/1994 02/21/1997 2123655 2123655 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 DE 02/25/1994 07/22/1998 94301356.5 69411785 Granted PACKAGE OF SHIRRED FOOD CASING AN
020151 CA 02/22/1994 09/23/1997 2116189 2116189 Granted PACKAGE OF SHIRRED FOOD CASING AN
020154 1 US 02/22/1999 11/07/2000 09/255.006 6143344 Granted SELF-COLORING CASING WITH A BETTER
020154 ES 09/21/1994 06/19/1996 P9401993 2076904 Granted SELF-COLORING CASING WITH A XXXXXX
000000 XX 09/21/1993 09/21/1999 08/124063 5955126 Granted SELF-COLORING CASING WITH A BETTER
020154 BR 09/20/1994 PI9403792-2 Pending SELF-COLORING CASING WITH A BETTER
020154 CL 09/20/1994 12/21/1998 94-01360 39.828 Granted SELF-COLORING CASING WITH A BETTER
020156 DE 08/15/1994 10/21/1998 94306008.7 69414059 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 BE 08/15/1994 10/21/1998 94306008.7 0641725 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 ES 08/15/1994 10/21/1998 9430600837 0641725 Granted PACKAGE OF SHIRRED FOOD CASING AN
000000 XX 08/15/1994 10/21/1998 94306008.7 0641725 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 GB 08/15/1994 10/21/1998 94306008.7 0641725 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 US 08/27/1993 10/18/1994 112527 6356007 Granted PACKAGE OF SHIRRED FOOD CASING AN
000000 XX 08/18/1994 94-215244 Pending PACKAGE OF SHIRRED FOOD CASING AN
020156 CA 07/13/1994 11/16/1999 2127955 2127955 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 MX 08/26/1994 12/15/1997 946527 187485 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 NL 08/15/1994 10/21/1998 94306008.7 0641725 Granted PACKAGE OF SHIRRED FOOD CASING AN
020156 BR 08/26/1994 11/24/1998 PI9403342-0 PI9403342-0 Granted PACKAGE OF SHIRRED FOOD CASING AN
020162 DE 01/10/1995 03/25/1998 95100261.7 69501843 Granted METHOD AND APPARATUS FOR PACKAGI
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020162 ES 01/10/1995 03/25/1998 95100261.7 0000000X0 Granted METHOD AND APPARATUS FOR PACKAGI
020162 GB 01/10/1995 03/25/1998 95100261.7 0675043 Granted METHOD AND APPARATUS FOR PACKAGI
020162 AU 01/09/1995 08/14/1997 10098/95 677469 Granted METHOD AND APPARATUS FOR PACKAGI
020162 BR 03/10/1995 08/08/2000 PI9500060-7 PI9500060-7 Granted METHOD AND XXXXXXXXX XXX XXXXXXX
000000 XX 01/10/1995 10/08/1997 95-00394 186322 Granted METHOD AND APPARATUS FOR PACKAGI
020162 CA 11/16/1994 11/24/1998 2135943 2135943 Granted METHOD AND APPARATUS FOR PACKAGI
000000 XX 01/10/1995 03/25/1998 95100261.7 0675043 Granted METHOD AND XXXXXXXXX XXX XXXXXXX
000000 XX 03/29/1994 02/21/1998 219564 5391108 Granted METHOD AND APPARATUS FOR PACKAGI
020162 BE 01/10/1995 03/25/1998 95100261.7 0675043 Granted METHOD AND APPARATUS FOR PACKAGI
000000 XX 08/07/1995 11/04/1998 95112413.0 0696542 Granted PERFORATED PACKAGING FOR FOOD CA
020163 CA 07/12/1995 10/17/2000 2153713 2153713 Granted PERFORATED PACKAGING FOR FOOD CA
020163 ES 08/07/1995 11/04/1998 95112413.0 ES2125534T Granted PERFORATED PACKAGING FOR FOOD CA
020163 DE 08/07/1995 11/04/1998 95112413.0 69505751.0 Granted PERFORATED PACKAGING FOR FOOD CA
020163 BE 08/07/1995 11/04/1998 95112413.0 0696542 Granted PERFORATED PACKAGING FOR FOOD CA
020206 MX 07/18/2001 2001005024 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 CA 04/26/2001 2345193 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 AU 05/18/2001 4611001 Pending MANDREL STRUCTURE FOR USE IN MAN
020206 US 05/19/2000 09/03/2002 09/574209 6444161 Granted MANDREL STRUCTURE FOR USE IN MAN
020206 ES 05/02/2001 01304018.3 Pending MANDREL STRUCTURE FOR USE IN MAN
020213 US 05/26/2002 60/383107 Pending FOOD PROCESSING AND PACKAGING FIL
020214 MX 10/03/2001 2001/009994 Pending METHOD AND APPARATUS FOR USE IN M
020214 IE 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020214 ES 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020214 AU 10/01/2001 7731801 Pending METHOD AND APPARATUS FOR USE IN M
020214 DE 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020214 FR 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020214 AT 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020214 US 10/04/2001 09/971245 Pending METHOD AND APPARATUS FOR USE IN M
020214 CA 10/02/2001 2358016 Pending METHOD AND APPARATUS FOR USE IN M
020214 GB 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020214 BE 10/02/2001 01308396.9 Pending METHOD AND APPARATUS FOR USE IN M
020215 US 10/16/2001 09/688556 Pending FOOD CASING
SCHEDULE OF PATENTS
VISKASE PROPRIETARY RIGHTS
(PATENTS / APPLICATIONS)
CASENUMBER SUB COUN FILDATE ISSDATE APPLNUMBER PATNUMBER STATUS TITLE
---------- --- ---- ------- ------- ---------- --------- ------ -----
020216 CA 04/05/2002 2380778 Pending SELF-COLORING RED SMOKED CASING
020216 US 03/22/2002 10/102724 Pending SELF-COLORING RED SMOKED CASING
020218 CA 03/21/2002 2378040 Pending PROCESSING WRAP CONTAINING COLOR
020218 US 03/06/2002 10/090833 Pending PROCESSING WRAP CONTAINING COLOR
020219 US 05/10/2002 10/142160 Pending NYLON FOOD CASING HAVING A BARRIE
020219 CA 05.39.2992 2388087 Pending NYLON FOOD CASING HAVING A XXXXXX
000000 XX 06/16/2003 2002006052 Pending NYLON FOOD CASING HAVING A XXXXXX
000000 XX 05/06/2003 60/377655 Pending PROCESS FOR IMPROVING SMOKY COLO
* = Licensed to third party(ies).
SCHEDULE OF TRADEMARKS
TRADE NAMES
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OPTIMER US SEARCH
PAL-PAC US SEARCH
TRADEMARK COUNTRY STATUS APPLICATION NUMBER REGISTRATION NUMBER NEXT RENEWAL DATE
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PRECISION SIZER US SEARCH
PROGUARD US SEARCH
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SENTRY US SEARCH
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TRADEMARK COUNTRY STATUS APPLICATION NUMBER REGISTRATION NUMBER NEXT RENEWAL DATE
--------- ------- ------ ------------------ ------------------- -----------------
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--------- ------- ------ ------------------ ------------------- -----------------
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APPLICATION REGISTRATION
TRADEMARK COUNTRY STATUS NUMBER NUMBER NEXT RENEWAL DATE
--------- ------- ------ ------ ------ -----------------
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VISKASE & DEVICE US REGISTERED
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VISNAT FR REGISTERED 1233599 19-Apr-03
APPLICATION REGISTRATION
TRADEMARK COUNTRY STATUS NUMBER NUMBER NEXT RENEWAL DATE
--------- ------- ------ ------ ------ -----------------
VISREX WO REGISTERED 200763 R280670 05-Mar-04
VISTAKON LOGO US SEARCH
VISTEN CA REGISTERED 202630 129/33025 28-Mar-09
VISTEN US REGISTERED 521546 502256 21-Sep-08
VISTEN MX REGISTERED 47805 65297 04-Sep-10
VISTEN US REGISTERED 71521545 525848 06-Jun-10
VIZPAK US SEARCH
ZEPHYR CA REGISTERED 202629 129/33023 28-Mar-09
ZEPHYR US REGISTERED 428452 379873 30-Jul-10
ZEPHYR US UNFILED
ZEPHYR (STYLIZED) FR REGISTERED 65453 1685751 08-Aug-11
ZEPHYR (STYLIZED) IT REGISTERED 28/171 756925 22-May-06
ZEPHYR (STYLIZED) BR REGISTERED 177598 002523078 18-Dec-10
ADDENDUM TO ANNEX 2
TRADE NAMES
Registration Filing or
Trademark Country Status No. Reg. Date
--------- ------- ------ --- ---------
Crustpak US Registered 1,501.289 08/23/1988
EZ Smoke US Registered 1,308,994 06/28/1993
EZ Smoke US Registered 1,243,660 06/28/1983
EZ Peel US Registered 1,671,120 01/07/1992
EZ Load US Registered 1,775,218 06/08/1993
MP and Design US Registered 843,472 02/06/1968
NOJAX (Stylized) US Registered 417,447 10/30/1945
Visflex US Registered 2,610,085 08/20/2002
EXHIBIT A
to Security Agreement
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated
as of __________20 ___, is made by {___________, a[n] ___________(the "Grantor")
and a Subsidiary of}(1) `VISKASE COMPANIES, INC, a Delaware corporation {(the
"Company")} [(the "Grantor')], in favor of LASALLE BANK NATIONAL ASSOCIATION
("LaSalle"), as collateral agent (together with its successor(s) thereto in such
capacity, "Grantee") for the Trustee and Holders, in light of the following:
WITNESSETH:
WHEREAS, the [Grantor[ (Company) and LaSalle, as collateral agent and
as trustee (in such capacity, the "Trustee"), have entered into an Indenture,
dated as of June 29, 2004 (as amended, restated, supplemented or otherwise
modified from time to time, the "Indenture"), pursuant to which the [Grantor[
{Company} has issued 90,000 Units (and, together with any additional units that
may be issued from time to time thereunder or exchanged therefor or for such
additional units, the "Units"), each of which consists of an 111/2% Senior
Secured Note due 2011 in a principal amount of $1,000 (and, together with any
additional notes that may be issued by the [Grantor[ {Company} from time to time
thereunder or exchanged therefor or for such additional notes, the "Notes") and
a warrant to purchase 8.947 shares of common stock of the [Guarantor[ (Company),
at an exercise price of $0.01 per share, subject to adjustment;
{WHEREAS, each Domestic Restricted Subsidiary of the Company that is
not an Immaterial Subsidiary is required under the Indenture to (a) become a
party to the Indenture and deliver a Guarantee to guarantee the payment of the
Notes and the other Obligations oE the Company thereunder and the other
Indenture Documents to which the Company is a party and (b) deliver this
Agreement and other Collateral Agreements to secure its Obligations under the
Indenture, such Guarantee and the other Indenture Documents to which it is a
party pursuant to the terms hereof and thereof,}
WHEREAS, the Grantor (, the Company) and the Grantee[, among others,]
have entered into that certain Security Agreement, dated as of June 29, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreement"), pursuant to which the Grantor has granted security
interests in certain of its assets (including its Intellectual Property) as more
fully described therein;
WHEREAS, the [Grantor[ {Company) and Xxxxx Fargo Foothill, Inc. have
entered into that certain Loan and Security Agreement dated as of June 29, 2004
(as amended, restated, supplemented, replaced or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, the Grantee, the Administrative Agent and the [Grantor[ (and the
Company) have entered into that certain Intercreditor and Lien Subordination
Agreement, dated
--------
(1) Use text in angle braces "[" and "]" if the Grantor is the Company
and curly braces "{" and "}" if the Grantor is not the Company
as of June 29, 2004 (as amended, restated, supplemented, replaced or otherwise
modified from time to time, the "Intercreditor Agreement"), which agreement,
among other things, sets forth, as between the Grantee and the Administrative
Agent, the relative priority of their respective Liens in the Collateral
(including the Intellectual Property) and their rights with respect thereto;
WHEREAS, the Grantor desires to secure its Obligations under [the
Notes] {its Guarantee}, the Indenture and each other Indenture Document to which
it becomes a party by granting to Grantee, for the benefit of itself, the
Trustee and the Holders, security interests in the Intellectual Property as set
forth herein; and
WHEREAS, to induce the Initial Purchaser to purchase the Units and the
underlying Notes, each Holder to hold the Units and the underlying Notes to be
held by it and LaSalle to act in its capacities as trustee and collateral agent,
the Grantor desires to pledge, grant, transfer, and assign to Grantee, for the
benefit of itself, the Holders and the Trustee, a security interest in the
Intellectual Property to secure the Obligations, as provided herein.
NOW, THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Grantor (intending to be legally bound hereby) agrees
as follows:
1. Incorporation of Security Agreement. The Security Agreement and the terms
and provisions thereof are hereby incorporated herein in their entirety by this
reference thereto. All terms capitalized but not otherwise defined herein shall
have the same meanings herein as in the Security Agreement.
2. Security Interest in Intellectual Property. To secure prompt payment of any
and all of the Obligations in accordance with the terms and conditions of the
Security Agreement and in order to secure prompt performance by Grantor of each
of its covenants and duties under the Indenture Documents, Grantor hereby grants
to Grantee, for the benefit of the Grantee and the other Secured Parties, a
continuing security interest in, all of Grantor's right, title and interest in
and to all of the following now owned and existing and hereafter arising,
created or acquired property and products and proceeds thereof (collectively,
the "Intellectual Pro e
(i) patents and patent applications, including, without limitation,
rights in the inventions and improvements described and claimed
therein, and those patents listed on Exhibit A attached hereto and
hereby made a part hereof, and (a) all reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof,
(b) all income, royalties, damages, proceeds and payments now and
hereafter due or payable under or with respect thereto, including,
without limitation, damages and payments for past or future
infringements thereof, (c) the right to xxx for past, present and
future infringements thereof, and (d) all rights corresponding thereto
throughout the world (all of the foregoing patents and applications,
together with the items described in clauses (a)-(d) of this subsection
2(i), are sometimes hereinafter referred to individually as a "Patent"
and, collectively, as the "Patents"); and
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(ii) trademarks, trademark registrations, trademark applications, trade
names and tradestyles, brand names, service marks, service xxxx
registrations and service xxxx applications, including, without
limitation, the trademarks, trade names, brand names, service marks and
applications and registrations thereof listed on Exhibit B attached
hereto and hereby made a part hereof, and (a) all renewals or
extensions thereof, (b) all income, royalties, proceeds, damages and
payments now and hereafter due or payable with respect thereto,
including, without limitation, damages and payments for past or future
infringements thereof, (c) the right to xxx for past, present and
future infringements thereof, and (d) all rights corresponding thereto
throughout the world (all of the foregoing trademarks, trade names and
tradestyles, brand names, service marks and applications and
registrations thereof, together with the items described in clauses
(a)(d) of this subsection 2(ii), are sometimes hereinafter referred to
individually as a "Trademark" and, collectively, as the "Trademarks" };
and
(iii) rights under or interests in any patent, trademark, or copyright
license agreements with any other Person (to the extent a security
interest may be granted in such rights without violating the terms of
any such license agreement; with respect to any of the Intellectual
Property or any other patent, trademark, service xxxx or any
application or registration thereof or any other trade name or
tradestyle between Grantor and any other Person, whether Grantor is a
licensor or licensee under any such license agreement, including,
without limitation, the licenses listed on Exhibit C attached hereto
and hereby made a pant hereof (all of the foregoing license agreements
and Grantor's rights thereunder are referred to collectively as the
"Licenses"); and
(iv) the goodwill of Grantor's business connected with and symbolized
by the Trademarks; and
(v) copyrights, copyright registrations and copyright applications,
used in the United States and elsewhere, including, without limitation,
the copyright registrations and copyright applications listed on
Exhibit D attached hereto and made a part hereof, and ka) renewals or
extensions thereof, (b) all income, royalties, proceeds, damages and
payments now and hereafter due and/or payable with respect thereto,
including, without limitation, damages and payments for past or future
infringements thereof, (c) the right to xxx for past, present and
future infringements thereof, and (d) all rights corresponding thereto
throughout the world (all of the foregoing copyrights, copyright
registrations and copyright applications, together with the items
described in clauses (a)-(d), are sometimes hereinafter individually
and/or collectively referred to as the "Copyrights"; and
(vi) all trade secrets, formulas, processes, devices, know-how, or
compilations of information (including technical information and
non-technical information such as customer lists and marketing plans),
collectively referred to as trade secrets, which are not available to
others and which are maintained as confidential by Grantor, and the
right to prevent .misappropriation and unauthorized disclosures thereof
and all rights corresponding thereto throughout the world (all of the
foregoing trade secrets and associated rights are sometimes hereinafter
individually and/or collectively referred to as the "Trade Secrets").
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3. Representations and Warranties. Grantor hereby represents and warrants to
Grantee for the benefit of the Grantee and the other Secured Parties, which
representations and warranties shall survive the execution and delivery of this
Agreement, that:
(i) None of the issued patents, patent applications, registered
trademarks, trademark applications, registered copyrights or copyright
applications (collectively, the "Registered Intellectual Property') has
been adjudged invalid or unenforceable nor has any such Registered
Intellectual Property been cancelled, in whole or in part, and each
such Intellectual Property is presently subsisting;
(ii) To the knowledge of the Grantor, none of the Intellectual Property
infringes upon the rights or property of any other Person or is
currently being challenged in any way
(iii) There are no pending or, to the knowledge of the Grantor,
threatened claims, litigation, proceedings or other investigations
regarding any of the Intellectual Property;
(iv) Each of the Intellectual Property material to the Grantor's
business is valid and enforceable, and the Grantor has adopted adequate
precautions to protect its Trade Secrets from unauthorized or
accidental disclosure;
(v) Grantor is the sole and exclusive owner of the entire and
unencumbered right, title and interest in and to the Registered
Intellectual Property, free and clear of any liens, security interests,
mortgages, charges and encumbrances, including, without limitation,
licenses, consent-to-use agreements, shop rights and covenants by
Grantor not to xxx third Persons {except for Permitted Liens);
(vi) Grantor has adopted, used and is currently using all of the
Trademarks, and, to the knowledge of Grantor, Grantor's use thereof
does not infringe the intellectual property rights of any person or
entity;
(vii) Grantor has no written notice or knowledge of any suits or
actions commenced or threatened with reference to or in connection with
any of the Intellectual Property;
(viii) Grantor has the unqualified right to execute and deliver this
Agreement and perform its terms, this Agreement has been executed and
delivered by a duly authorized officer of Grantor, and this Agreement
is a legally enforceable obligation of Grantor;
(ix) No trademark opposition or cancellation proceedings have been
filed in the prior three years with the United States Patent and
Trademark Office against any of the Trademarks; and
(x) The Licenses, complete copies of which have been provided to
Grantor, are valid and binding agreements, enforceable in accordance
with their terms (subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency and similar laws from
time to time in effect). Each of the material Licenses is in full force
and effect and has not been amended or abrogated and, to the knowledge
of the-Grantor, there is no default under any of the Licenses.
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4. Restrictions on Future A cements. Except as otherwise permitted pursuant to
the Indenture, Grantor agrees that until all Obligations shall have been
satisfied and paid in full (other than contingent indemnification obligations)
or the Defeasance thereof shall have been consummated, Grantor shall not,
without the prior written consent of Grantee, Dispose, xxxxx x Xxxx on, encumber
or assign any or all of, or grant any license or sublicense under (other than as
commercially reasonable in Grantor's good faith business judgment), the
Intellectual Property, or enter into any other agreement with respect to the
Intellectual Property, and Grantor further agrees that it shall not knowingly
take any action or knowingly permit any action to be taken by others subject to
its control, including, without limitation, licensees or sublicensees, or
knowingly fail to take any action, which would materially adversely affect the
validity or enforcement of the rights Grantee subject to this Agreement, other
than in the ordinary course of business.
5. New Intellectual Property. Grantor hereby represents and warrants to Grantee
for the benefit of the Grantee and the other Secured Parties that the
Intellectual Property listed on Exhibits A, B and C respectively, constitute all
of the Registered Intellectual Property now owned by Grantor. Grantor hereby
represents and warrants to Grantee for the benefit of Grantee and the other
Secured Parties that the Intellectual Property listed on Exhibit C constitute
all of the material Licenses now owned by Grantor, If, before all Obligations
(other than contingent indemnification obligations) shall have been satisfied in
full or the Defeasance thereof shall have been consummated, Grantor shall (i)
become aware of any existing Registered Intellectual Property of which Grantor
has not previously informed Grantee, (ii) obtain rights to any Registered
Intellectual Property, or (iii) become entitled to the benefit of any material
Intellectual Property which benefit is not in existence on the date hereof, the
provisions of this Agreement above shall automatically apply thereto and Grantor
shall give to Grantee prompt written notice thereof. Grantor hereby authorizes
Grantee to modify this Agreement by amending Exhibits A, B C and D as
applicable, to include any such Intellectual Property, and Grantee may file or
refile this Agreement with the United States Patent and Trademark Office and
United States Copyright Office. Grantor agrees to execute and deliver any and
all documents and instruments necessary or advisable to record or preserve
Grantee's interest in all Intellectual Property added to Exhibits A, B C and D
pursuant to this Section.
6. Royalties; Terms; Rights Upon Default. The term of this Agreement shall
extend until the earlier of (i) the expiration of all of the respective material
Intellectual Property collaterally assigned hereunder, (ii) the payment in full
of all Obligations (other than contingent indemnification obligations) and (iii)
the Defeasance of all Obligations (other than contingent indemnification
obligations) shall have been consummated. Grantor agrees that upon the
occurrence and during the continuance of an Event of Default, the use by Grantee
for the benefit of the Grantee and the other Secured Parties of all Intellectual
Property shall be worldwide and as extensive as the rights of Grantor to use
such Intellectual Property, and without any liability for royalties or other
related charges from Grantee or the other Secured Parties to Grantor, solely for
the purpose of completing production of, advertising for sale and selling any
Intellectual Property.
7. Grantee's Right to Inspect; Trademark Quality Control. To the extent
permitted by the Security Agreement, Grantee shall have the right, from time to
time with xxxxx notice (unless an
5
Event of Default has occurred and is continuing, in which case prior notice
shall not be required) and, during normal business hours and prior to payment in
full of all Obligations (other than contingent indemnification obligations) or
the Defeasance thereof, to inspect Grantor's premises and to examine Grantor's
books, records and operations, including, without limitation, Grantor's quality
control processes. Grantor agrees (i) to maintain the quality of any and all
products in connection with which the material `trademarks are used, consistent
with the quality of said products (as determined by Grantor in its commercially
reasonable business judgment) and (ii) to provide Grantee, upon Grantee's
reasonable request from time to time, with a certificate of an officer of
Grantor certifying Grantor's compliance with the foregoing.
8. Release of Security Interest. Upon the payment and performance in full in
cash of the Obligations (other than contingent indemnification obligations) or
the Defeasance thereof, this Agreement shall terminate, and Grantee shall
execute and deliver such documents and instruments and take such further action
reasonably requested by Grantor, at Grantor's expense, as shall be necessary to
evidence termination of the security interest granted by Grantor to Grantee for
the benefit of the Grantee and the other Secured Parties hereunder.
9. Expenses. All costs and expenses incurred in connection with the performance
of any of the agreements set forth herein shall be borne by Grantor. All fees,
costs and expenses, of whatever kind or nature, including reasonable attorneys'
and paralegals' fees and legal expenses, incurred by Grantee (for the benefit of
the Grantee and the other Secured Parties) in connection with the filing or
recording of any documents (including all taxes in connection therewith) in
public offices, the payment or discharge of any taxes, counsel fees, maintenance
fees, encumbrances or otherwise in protecting, maintaining or preserving the
Intellectual Property, or in defending or prosecuting any actions or proceedings
arising out of or related to the Intellectual Property, shall be borne by and
paid by Grantor on demand by Grantee on behalf of the Grantee and the other
Secured Parties and until so paid shall bear interest at the "default rate of
interest" set forth in the Indenture.
10. Duties of Grantor. Grantor shall have the duty to the extent commercially
reasonable and in Grantor's good faith business judgment, desirable: (i) to file
and prosecute diligently any patent, trademark or service xxxx applications
pending as of the date hereof or hereafter until all Obligations (other than
contingent indemnification obligations) shall have been paid in full or the
Defeasance thereof shall have been consummated, (ii) except as otherwise
provided in the Indenture or any other Indenture Document, to preserve and
maintain all rights in the material Intellectual Property (including, but not
limited to, with respect to Trademarks, the filing of affidavits of use and,
incontestability, where applicable, under Sections 8 and 15 of the - Xxxxxx.Act
(15 U.S.C. Section 1058, 1065) and renewals and, to the extent commercially
reasonable, initiating opposition or cancellation proceedings or litigation
against users of the same or confusingly similar marks who seriously threaten
the validity or rights of Grantor in its serial Trademarks), and (iii) to ensure
that the Registered Intellectual Property is and remains enforceable. The
Grantee shall be reimbursed for all such costs and expenses which constitute to
the extent required under the Security Agreement or the Indenture. Grantor shall
not knowingly or unreasonably abandon any right to file a material patent,
trademark or service xxxx application, or abandon any pending patent
application, or any other material Intellectual
6
Property, unless Grantor, in the exercise of its commercially reasonable
business judgment determines that such abandonment will not materially and
adverse effect its business.
11. Grantee's Right to Xxx. Upon the occurrence and during the continuance of an
Event of Default, Grantee for the benefit of the Grantee and the other Secured
Parties shall have the right, but shall in no way be obligated, to bring suit in
its own name to enforce the Intellectual Property, only after Grantee has
tendered notice to Grantor of Grantee's desire to initiate such suit and Grantor
has declined in writing to itself pursue such suit, and, if Grantee shall
commence any such suit, Grantor shall, at the request of Grantee, do any and all
lawful acts and execute any and all proper documents and instruments reasonably
required by Grantee for the benefit of the Grantee and the other Secured Parties
in aid of such enforcement.
12. No Waivers, Cumulative Remedies. No course of dealing between Grantor and
Grantee, nor any failure to exercise, nor any delay in exercising, on the part
of Grantee, any right, power or privilege hereunder or under the Indenture or
any other Indenture Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.
13. Severability. The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid and unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.
14. Modification. This Agreement cannot be altered, amended or modified in any
way, except as specifically provided in Section 5 hereof or by a writing signed
by the Grantor and the Grantee.
15. Cumulative Remedies; Power of Attorney, Effect on Indenture Documents. All
of Grantee's rights and remedies with respect to the Intellectual Property (for
the benefit of the Grantee and the other Secured Parties), whether established
hereby or by the Indenture or any other Indenture Document, or by any other
agreements or by law shall be cumulative and may be exercised singularly or
concurrently. Grantor hereby authorizes Grantee for the benefit of the Grantee
and the other Secured Parties upon the occurrence and during the continuance of
an Event of Default, to make, constitute and appoint any officer or agent of
Grantee as Grantee may select, in its sole discretion, as Grantor's true and
lawful attorney-in-fact, with power to, for the benefit of the Grantee and the
other Secured Parties, (i) endorse Grantor's name on all applications,
documents, papers and instruments necessary or desirable for Grantee in the use
of the Intellectual Property, or (ii) take any other actions with respect to the
Intellectual Property as Grantee deems in its commercially reasonable judgment
to be in the best interest of Grantee, or (iii) grant or issue any exclusive or
non-exclusive license under the. Intellectual Property to any person or entity,
or (iv) assign, pledge, sell, convey or otherwise transfer title in or dispose
of any of the Intellectual Property to any person or entity. Grantor hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. This . power of attorney being coupled with an interest shall be
irrevocable until all Obligations shall have been paid in full (other than
7
contingent indemnification obligations) or the Defeasance thereof shall have
been consummated. Grantor acknowledges and agrees that this Agreement is not
intended to limit or restrict in any way the rights and remedies of Grantee
under the Indenture or any other Indenture Document but rather is intended to
facilitate the exercise of such rights and remedies. Grantee shall have, in
addition to all other rights and remedies given it by the terms of this
Agreement, the Indenture and the other Indenture Documents, all rights and
remedies allowed by law, in equity, and the rights and remedies of a secured
party under the Uniform Commercial Code as enacted in the State of New York.
16. Grantor Remain Liable. Anything herein to the contrary notwithstanding:
(a) the Grantor will remain liable under the contracts and agreements
included in the Intellectual Property to the extent set forth therein,
and will perform all of its duties and obligations under such contracts
and agreements to the same extent as if thus Agreement had not been
executed;
(b) the exercise by the Grantee of any of its rights hereunder will not
release the Grantor from any of its duties or obligations under any
such contracts or agreements included in the Intellectual Property; and
(c) no Secured Party will have any obligation or liability under any
contracts or agreements included in the Intellectual Property by reason
of this Agreement, nor will any such Person be obligated to perform any
of the obligations or duties o the Grantor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
17. Binding Effect: Benefits. This Agreement shall be binding upon Grantor and
its respective successors and assigns, and shall inure to the benefit of
Grantee, its successors, nominees and assigns; provided, however, that neither
party may assign this Agreement or any rights or duties hereunder other than
pursuant to the terms of the Indenture.
IS. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
19. Headings; Counterparts. Paragraph headings used herein are for convenience
only and shall not modify the provisions which they precede. This Agreement may
be signed in one or more counterparts, but all of such counterparts shall
constitute and be deemed to be one and the same instrument. Any fax signature
shall be deemed to be as legally enforceable and effective as a signed original.
8
24. Further Assurances. Grantor agrees to execute and deliver such further
agreements, instruments and documents, and to perform such further acts, as
Grantee shall reasonably request from time to time in order to carry out the
purpose of this Agreement and agreements set forth herein. Grantor acknowledges
that a copy of this Agreement will be filed by the Grantee with the United
States Patent and Trademark Office and, if applicable, the United States
Copyright Office, at the sole cost and expense of Grantor.
21. Survival of Representations. All representations and warranties of Grantor
contained in this Agreement shall survive the execution and delivery of this
Agreement.
22. Foreign Patents, Copyrights and Trademarks. Upon the occurrence and during
the continuance of an Event of Default, at the request of Grantee and at the
sale cost and expense (including, without limitation, reasonable attorneys'
fees) of Grantor, Grantor shall take all actions and execute and deliver any and
all instruments, agreements, assignments, certificates and/or documents,
reasonably required by Grantee to collaterally assign any and all of Grantor's
foreign patent, copyright and trademark registrations and applications now owned
or hereafter acquired to and in favor of Grantee. Upon the execution and
delivery of any such collateral assignments or documents, the terms "Patents",
"Copyrights", and "Trademarks" as used herein shall automatically be deemed
amended to include such foreign patent, copyright and trademark registrations
and applications without any action required by any person or entity.
23. Jury Trial Waiver. THE GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
24. Interpretation, Government Regulation. Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed against the Grantee, any
other Secured Party or the Grantor, whether under any rule of construction or
otherwise. On the contrary, this Agreement has been reviewed by all parties and
shall be construed and interpreted according to the ordinary meaning of the
words used so as to accomplish fairly the purposes and intentions of all parties
hereto.
25. Revival and Reinstatement of Obligations. If the incurrence or payment of
the Obligations by the Grantor or the transfer by the Grantor to the Grantee of
any property of the Grantor should for any reason subsequently be declared to be
void or voidable under any state or federal law relating to creditors' rights,
including provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or transfers of
property (collectively, a "Voidable Transfer"), and if the Grantee or any other
Secured Party is required to repay or restore, in whole or in part, any such
Voidable Transfer, or elects to do so upon the reasonable advice of its counsel,
then, as to any such Voidable Transfer, or the amount thereof that the Grantee
or such other Secured Party is required or elects to repay or restore, and as to
all reasonable costs, expenses, and attorneys fees of the Grantee or such other
Secured Party related thereto, the liability of the Grantor automatically shall
be revived; reinstated, and restored and shall exist as though such Voidable
Transfer had never been made.
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26. {Security Interest Absolute; To the maximum extent permitted by law, all
rights of the Grantee, all security interests hereunder, and all obligations of
the Grantor hereunder, shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any of the Obligations or
any other agreement or instrument relating thereto, including any of
the Indenture Documents;
(b) any change in the time, manner, or place of payment of, or in any
tether term of, all or any of the Obligations, or any other amendment
or waiver of or any consent to any departure from any of the Indenture
Documents, or any other agreement or instrument relating thereto;
(c) any exchange, release, or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from
any guaranty for all or any of the Obligations; or
(d) any other circumstances that might otherwise constitute a defense
available to, or a discharge of, the Grantor.
To the maximum extent permitted by law, the Grantor hereby waives any right to
require the Grantee to: (A) proceed against or exhaust any security held from
the Company or any other Debtor; or (B) pursue any other remedy in the Grantee's
power whatsoever.
27. Postponement of Subrogation. The Grantor hereby agrees that it will not
exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
prior payment in full of allObligations (other than contingent indemnification
obligations) or the Defeasance thereof. Subject to the terms of the
Intercreditor Agreement, any amount paid to the Grantor on account of any
payment made hereunder prior to the payment in full of all Obligations (other
than contingent indemnification obligations) or the Defeasance thereof shall be
held in trust for the benefit of the Grantee, the Holders and the Trustee and
shall immediately be paid to the Grantee, to be distributed to the Trustee for
application against the Obligations, whether matured or unmatured, in accordance
with the terms of the Indenture. In furtherance of the foregoing, for so long as
any Obligations (other than contingent indemnification obligations) remain
outstanding or the Defeasance thereof shall not have been consummated, the
Grantor shall refrain from taking any action or commencing any proceeding
against Company or any other Debtor or any of their respective successors or
assigns, whether in connection with a Insolvency Proceeding or otherwise) to
recover any amounts in respect of payments made under this Agreement to the
Grantee, the Trustee or any Holder.}
28. Intercreditor Agreement.
(a) The Liens granted hereunder in favor of Grantee for the benefit of
itself, the Trustee and the Holders in respect of the Intellectual
Property and the exercise of any right related thereto thereby shall be
subject, in each case, to the terms of the Intercreditor Agreement.
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(b) In the event of any direct conflict between the express terms and
provisions of this Agreement and of the Intercreditor Agreement, the
terms and provisions of the Intercreditor Agreement shall control.
[Signature Page Follows]
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IN WITNESS WHEREOF, Grantor has duly executed this Intellectual Property
Security Agreement in favor of Grantee, as of the date first written above.
GRANTOR:
[NAME OF GRANTOR]
By: ______________________________
Name:
Its:
Agreed and Accepted as of this
________________day of __________, 20___
GRANTEE:
LASALLE BAINK NATIONAL ASSOCIATION,
as Collateral Agent
By: ____________________________________
Name:
Its:
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STATE OF ________________ )
) SS
COUNTY OF ______________ )
The foregoing Intellectual Property Security Agreement was executed and
acknowledged before me this ____day of ___________, 20___, by ________________,
personally known to me(or proved to me on the basis of satisfactory evidence) to
be the ________________ of [NAME OF GRANTOR], a[n] ______________________, on
behalf of such corporation.
Notary Public
________________ County, _____________
My Commission expires:
______________________________________
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EXHIBIT A
PATENTS
Patent Inventor Registration Number Registration Date Expiration Date
------ -------- ------------------- ----------------- ---------------
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EXHIBIT B
TRADEMARKS
Issued (Registrations):
Trademark Registration Number Registration Date
Pending (Applications):
Trademark Registration Number Registration Date
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EXHIBIT C
LICENSE AGREEMENTS
See attached
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EXHIBIT D
COPYRIGHTS
See attached
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ADDRESSES
GRANTOR GRANTEE
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