Exhibit 10.(z)
Dated: October 1, 1997
PATENT ASSIGNMENT OF SECURITY
WHEREAS, StarMet Corporation, a Massachusetts corporation ("Company"), owns
the patent and patent applications shown on the attached Schedule I (the
"Patents"), for which there are recordings or applications in the United States
Patent and Trademark Office under the numbers shown on Schedule I; and
WHEREAS, pursuant to (i) an Amended and Restated Credit Agreement dated as
of October 1, 1997 by and among the Company, State Street Bank and Trust Company
("Bank") and StarMet Powders, LLC, StarMet AeroCast, LLC, StarMet ComCast, LLC,
StarMet NMI Corporation, StarMet CMI Corporation, StarMet Holdings Corporation,
NMI Foreign Sales Corporation ("Borrowers"); and (ii) an Amended and Restated
Joint Security Agreement dated as of October 1, 1997 by and among the Company,
the Bank and Borrowers (as amended, modified, supplemented and/or restated from
time to time, the "Security Agreement"), the Company is obligated to the Bank;
and
WHEREAS, pursuant to the Security Agreement, the Company has granted to the
Bank a security interest in the Patents, all proceeds thereof, all rights
corresponding thereto and all reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof, and the recordings and
applications therefor and applications therefor and all goodwill of the business
to which each of the Patents relates.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
acknowledged, the Company does hereby assign unto the Bank and grant to the Bank
a security interest in and to the Patents and recordings and applications
therefor, which assignment and security interest shall secure all of the
"Obligations" as defined in the Security Agreement in accordance with terms and
provisions thereof.
The Company expressly acknowledges and affirms that the rights and remedies
of the Bank with respect to the assignment and security interest granted hereby
are more fully set forth in the Security Agreement.
In WITNESS WHEREOF, the parties hereto have executed this Patent Assignment
under seal as of on the date first above written.
Dated: Boston, Massachusetts STARMET CORPORATION
October 1, 1997
Witness: By: /s/ X.X. Xxxxxxx
-----------------------
Name: X.X. Xxxxxxx
Title: VP Finance
/s/ Xxxxxxx X Xxxxx
-------------------
Witness: STATE STREET BANK AND TRUST
COMPANY
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx, XX
--------------------- ------------------------
Name: Xxxxxxx X. Xxxxx, XX
Title: Vice President
2
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. October 1, 1997
Then personally appeared, before me, the above-named Xxxxx X. Xxxxxxx the
Vice President Finance of StarMet Corporation and acknowledged the foregoing
instrument to be the free act and deed of said corporation.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------
Notary Public
My Commission Expires:_______________
XXXXXXX X. XXXXXXXX, Notary Public
The Commonwealth of Massachusetts
My Commission Expires Oct. 4, 2002
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. October 1, 1997
Then personally appeared, before me, the above-named Xxxxxxx X. Xxxxx XX
the Vice President of State Street Bank and Trust Company and acknowledged
the foregoing instrument to be the free act and deed of said corporation.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------
Notary Public
My Commission Expires:_______________
XXXXXXX X. XXXXXXXX, Notary Public
The Commonwealth of Massachusetts
My Commission Expires Oct. 4, 2002
3
Schedule I
Patent No. Date of Patent
5,603,780 2/18/97
