Patent Security Agreement - SAVVIS Procurement Corp. and General Electric Capital Corp.
PATENT SECURITY AGREEMENT
(Savvis Procurement Corporation)
THIS PATENT SECURITY AGREEMENT ("Agreement") is between Savvis
Procurement Corporation, a Delaware corporation ("Debtor"), and General Electric
Capital Corporation, a Delaware corporation, as Agent for itself and other
Lessors from time to time party to the Restated Lease Agreement as defined below
(in such capacity, together with its successors and assigns in such capacity,
"Secured Party"), and as Lessor pursuant to that certain Amended and Restated
Lease Agreement dated as of March 8, 2002 (as the same may be amended, modified,
supplemented, renewed, extended or restated from time to time, the "Restated
Lease Agreement") among Savvis Communications Corporation, a Delaware
corporation and Secured Party.
R E C I T A L S:
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A. Debtor and Secured Party have entered into that certain
Security Agreement dated as of March 18, 2002 (as the same may be amended,
modified, supplemented, renewed, extended or restated from time to time, the
"Security Agreement"; all terms defined in the Security Agreement, wherever used
herein, shall have the same meanings herein as are prescribed by the Security
Agreement).
B. Pursuant to the terms of the Security Agreement, Debtor has
granted to Secured Party a lien and security interest in all General Intangibles
of Debtor including, without limitation, all of Debtor's right, title, and
interest in, to and under all now owned and hereafter acquired Patents and
Patent Licenses, and all products and Proceeds thereof, to secure the payment of
the Obligations (as defined in the Restated Lease Agreement).
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor hereby grants to Secured
Party a lien and continuing security interest in all of Debtor's right, title,
and interest in, to, and under the following (all of the following items or
types of Property being herein collectively referred to as the "Patent
Collateral"), whether presently existing or hereafter created or acquired, and
such grant insofar as it applies to Collateral covered by the Master Lease
Agreement (as defined in the Restated Lease Agreement), is in confirmation of
the existing and continuing Lien and security interest granted under the Master
Lease Agreement:
(1) each Patent and each application for a Patent
("Patent Application"), including, without limitation, each Patent and
Patent Application referred to in Schedule 1 annexed hereto, together
with any reissues, continuations, divisions, modifications,
substitutions or extensions thereof;
(2) each Patent License, including, without limitation,
each Patent License referred to in Schedule 1 annexed hereto; and
(3) all products and Proceeds of the foregoing,
including, without limitation, any claim by Debtor against third
parties for past, present, or future infringement or breach of any
Patent or Patent License, including, without limitation, any Patent or
Patent License referred to in Schedule 1 annexed hereto, and any Patent
issued pursuant to a Patent Application referred to in Schedule 1
annexed hereto.
The lien and security interest contained in this Agreement is granted in
conjunction with the liens and security interests granted to Secured Party
pursuant to the Security Agreement.
PATENT SECURITY AGREEMENT (Savvis Procurement Corporation) - Page 1
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Debtor hereby acknowledges and affirms that the rights and remedies of
Secured Party with respect to the liens and security interests 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.
IN WITNESS WHEREOF, Debtor has caused this Agreement to be duly
executed by its duly authorized officer as of the date written above.
DEBTOR:
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SAVVIS PROCUREMENT CORPORATION
a Delaware corporation
By: /s/ David J. Frear
-------------------
Name: David J. Frear
Title: President
SECURED PARTY:
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GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as Agent
By: /s/ Robert Wotten
--------------------------------------
Name: Robert Wotten
Title: Vice President
PATENT SECURITY AGREEMENT (Savvis Procurement Corporation) - Page 2
<PAGE>
ACKNOWLEDGMENT
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STATE OF Virginia )
)
COUNTY OF Fairfax )
This instrument was acknowledged before me this 13th day of March,
2002, by David J. Frear, as President of Savvis Procurement Corporation,
a Delaware corporation, on behalf of such corporation.
/s/ Tracey Guyan
-------------------------------------
{Seal} Notary Public in and for the State of
Virginia
My commission expires: 8/31/03
STATE OF ______________ )
)
COUNTY OF _____________ )
This instrument was acknowledged before me this _____ day of _________,
2002, by _____________, as ___________ of General Electric Capital Corporation,
a Delaware corporation, as Agent, on behalf of such corporation.
-------------------------------------
{Seal} Notary Public in and for the State of
My commission expires:__________________
PATENT SECURITY AGREEMENT (Savvis Procurement Corporation - Page 3
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Schedule 1
to
Patent Security Agreement
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PATENTS
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None.
PATENT LICENSES
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None.
TRADEMARK SECURITY AGREEMENT -(Savvis Procurement Corporation) Page 1