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EXHIBIT 10.11(f)
PATENT SECURITY AGREEMENT
THIS PATENT SECURITY AGREEMENT (this "Agreement"), dated as of May 6,
1994, is between MANCHESTER PLASTICS, LTD. (the "Grantor") and CONTINENTAL
BANK, N.A. in its capacity as agent for the Banks referred to below (in such
capacity, the "Agent").
W I T N E S S E T H :
WHEREAS, pursuant to a Credit Agreement, dated as of May 6, 1994, (as
amended or otherwise modified from time to time, the "Credit Agreement"), among
the Grantor, various financial institutions (collectively the "Banks" and
individually each a "Bank") and the Agent, the Banks have agreed to make loans
to the Grantor; and
WHEREAS, all obligations of the Grantor under or in connection with
the Credit Agreement are secured pursuant to a General Security Agreement of
even date herewith (as amended or otherwise modified from time to time, the
"Security Agreement"); and
WHEREAS, as a condition precedent to the making of the initial loans
under the Credit Agreement, the Grantor is required to execute and deliver this
Agreement to further confirm the grant to the Agent of a continuing security
interest in all of the Patent Collateral (as defined below) to secure all
obligations (monetary or otherwise) of the Grantor under or in connection with
the Credit Agreement and the other liabilities described in the Security
Agreement (the "Liabilities"); and
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Grantor agrees, for the benefit of the Agent
and the Banks, as follows:
SECTION 1. Grant of Security Interest. To secure the payment in full
of all Liabilities, the Grantor hereby mortgages, pledges and hypothecates to
the Agent, and grants to the Agent a security interest in, all of the following
property (the "Patent Collateral"), whether now owned or hereafter acquired or
existing:
(a) all letters patent and applications for letters
patent throughout the world, including all patent applications in
preparation for filing anywhere in the world and including each patent
and patent application referred to in Item A of Attachment 1 hereto;
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(b) all reissues, divisions, continuations,
continuations-in-part, extensions, renewals and reexaminations of any
of the items described in the foregoing clause (a);
(c) all proceeds of, and rights associated with, the
foregoing (including license royalties and proceeds of infringement
suits), the right to sue third parties for past, present or future
infringements of any patent or patent application, including any
patent or patent application referred to in Item A of Attachment 1
hereto, and for breach or enforcement of any related patent license
and all rights corresponding thereto throughout the world.
SECTION 2. Security Agreement. This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest
of the Agent in the Patent Collateral with the United States Patent and
Trademark Office and corresponding offices in other countries of the world.
The security interest granted hereby has been granted as a supplement to, and
not in limitation of, the security interest granted to the Agent under the
Security Agreement. The Security Agreement (and all rights and remedies of the
Agent thereunder) shall remain in full force and effect in accordance with its
terms.
SECTION 3. Release of Security Interest. Upon payment in full of all
Liabilities and the termination of all commitments to create Liabilities, the
Agent shall, at the Grantor's expense, execute and deliver to the Grantor all
instruments and other documents as may be necessary or proper to release the
lien on and security interest in the Patent Collateral which has been granted
hereunder.
SECTION 4. Acknowledgment. The Grantor hereby further acknowledges
and affirms that the rights and remedies of the Agent with respect to the
security interest in the Patent Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which (including
the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.
SECTION 5. Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.
MANCHESTER PLASTICS, LTD.
By: /s/ Terence C. Seikel
Title: Chief Financial Officer
Address: 900 Queen Street
Gananoque, Ontario
K7G 2W7
Attention: President
Facsimile: (810) 524-4996
CONTINENTAL BANK, N.A., as
Agent
By: /s/ Steven Ahrenholz
Title: Vice President
Address: 231 South LaSalle St.
Chicago, IL 60697
Attention: Steven K. Ahrenholz
Facsimile: (312) 987-5500
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