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EXHIBIT 10.46
EXECUTION COPY
PATENT SECURITY AGREEMENT
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PATENT SECURITY AGREEMENT, dated as of October 24, 1997, by CODE-ALARM,
INC., a Michigan corporation ("Grantor"), in favor of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation, in its capacity as Agent for Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof by and among Grantor, the Persons signatory thereto as Credit Parties,
Agent and the Persons signatory thereto from time to time as Lenders (including
all annexes, exhibits or schedules thereto, as from time to time amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), Lenders
have agreed to make the Loans, and to incur Letter of Credit Obligations, for
the benefit of Grantor;
WHEREAS, Agent and Lenders are willing to make the Loans and to incur
Letter of Credit Obligations as provided for in the Credit Agreement, but only
upon the condition, among others, that Grantor shall have executed and
delivered to Agent, for itself and the ratable benefit of Lenders, that certain
Security Agreement dated as of the date herewith (including all annexes,
exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "Security Agreement");
WHEREAS, pursuant to the Security Agreement, Grantor is required to
execute and deliver to Agent, for itself and the ratable benefit of Lenders,
this Patent Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in Annex A thereto to the Credit
Agreement.
2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Grantor hereby grants
to Agent, on behalf of itself and Lenders, as security for all of Grantor's
Obligations other than Litigation Obligations, a continuing security interest
in all of Grantor's right, title and interest in, to and under the following,
other than Permitted Encumbrances, whether presently existing or hereafter
created or acquired (collectively, the "Patent Collateral"):
(a) all of its Patents and Patent Licenses to which it is a party,
including, without limitation, those referred to on Schedule I hereto;
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(b) all reissues, continuations or extensions of the
foregoing;
(c) all products and proceeds of the foregoing,
including, without limitation, any claim by Grantor against
third parties for past, present or future (i) infringement or
dilution of any Patent or Patent licensed under any Patent
License.
3. SECURITY AGREEMENT. The security interests granted pursuant to
this Patent Security Agreement are granted in conjunction with the security
interests granted to Agent, on behalf of itself and Lenders, pursuant to the
Security Agreement. Grantor hereby acknowledges and affirms that the rights
and remedies of Agent with respect to the security interest in the Patent
Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
* * * *
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IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.
CODE-ALARM, INC.
By: /s/ Rand Mueller
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Name: Rand Mueller
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Title: President
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ACCEPTED AND ACKNOWLEDGED BY:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
By: /s/ Timothy S. Van Kirk
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Name: Timothy S. Van Kirk
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Title: Duly Authorized Signatory
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ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this 24th day of October, 1997 before me personally appeared Rand Mueller,
proved to me on the basis of satisfactory evidence to be the person who
executed the foregoing instrument on behalf of Code-Alarm, Inc., who being by
me duly sworn did depose and say that he is an authorized officer of said
corporation, that the said instrument was signed on behalf of said corporation
as authorized by its Board of Directors and that he acknowledged said
instrument to be the free act and deed of said corporation.
/s/ Monique Wilson
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{seal} Notary Public
Monique Wilson
Notary Public, State of New York
No. 01W15054453
Qualified in Queens County
Commission Expires: 1-16-98
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SCHEDULE I
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to
PATENT SECURITY AGREEMENT
PATENT REGISTRATIONS
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Mark Patent No. Issue Date
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AUTOMOBILE BURGLAR ALARM 4,740,775 4/26/88
SECURITY SYSTEM 5,543,778 8/6/96
VEHICLE ANTITHEFT SYSTEM 4,107,543 8/15/78
SECURITY SYSTEM 4,333,074 6/1/82
PATENT APPLICATIONS
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Serial No. Filing Date
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08/624,146 5/28/93
08/774,954 4/19/93
08/842,374 4/23/97
08/838,684 4/9/97
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PATENT LICENSES
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Name of Agreement Parties/Purpose Date of Agreement
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MAGNADYNE/NUTEK: Cross Code-Alarm licensed "Price" April 1996
License Agreement patent to Magnadyne/Nutek;
Magnadyne/Nutek licensed
"Chen" patent to Code-Alarm
BULLDOG Code-Alarm, Inc. licensed September 1994
"Price" patent use to Bulldog
AUDIOVOX Code-Alarm, Inc. licensed August 1994
"Stouffer" patent to Audiovox
AUDIOVOX: Cross License Code-Alarm licensed use of August 1994
Agreement "Price" patent to Audiovox;
Audiovox licensed use of
"Posse" patent to Code-Alarm
SHERWOOD Code-Alarm licensed use of January 1997
"Price" patent to Sherwood
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