|
9 f.,r,1CC114
<br />Jiffy Lube Store
<br />3432 West State Street, Grand Island, NE 68802
<br />Loan No. 1519 -002
<br />EXHIBIT A
<br />TO UCC -1 FINANCING STATEMENT
<br />HEARTLAND AUTOMOTIVE SERVICES, INC.,
<br />a Minnesota corporation ('Debtor ") r
<br />Item 5 Continued
<br />All terms used herein having their initial letters capitalized and not otherwise defined herein shall
<br />be defined as set forth in the security documents to which this filing pertains.
<br />(a) All equipment and fixtures held or maintained by Debtor at the Store located 3432 West State Street
<br />Grand Island, NE 68802 at and more particularly described on Schedule 1 attached hereto, or otherwise used in the
<br />ownership or operation of the Store (including, without limitation, automobile maintenance equipment, tools,
<br />decorations, signage, furniture, vehicles and other machinery and office equipment), together with all additions and
<br />accessions thereto and replacements therefor (collectively, the "Equipment ");
<br />(b) All inventory held or maintained by Debtor at the Store or otherwise used in the ownership or
<br />operation of the Store (including, without limitation, (i) all inventory and all other raw materials, work in process
<br />and finished goods and (ii) all such goods which are returned to or repossessed by Debtor), together with all
<br />additions and accessions thereto, replacements therefor, products thereof and documents therefor (collectively, the
<br />"Inventory ");
<br />(c) All accounts, chattel paper, instruments, deposit accounts and other rights of Debtor to the
<br />payment of money (including, without limitation, general intangibles and contract rights) arising as a result of any
<br />activities conducted by, through or at the Store (collectively, the 'Receivables ") and all contracts, security
<br />agreements, leases, guaranties and other agreements of Debtor evidencing, securing or otherwise relating to the
<br />Receivables (collectively, the 'Related Contracts ");
<br />(d) All other general intangibles and contract rights of Debtor (excluding the Jiffy Lube License and
<br />Area Development Agreements) not otherwise described above acquired, held, used, sold or consumed in
<br />connection with the Store or relating to or arising out of the Store (including, without limitation, (i) customer and
<br />supplier lists and contracts, books and records, computer programs and other intellectual property, insurance
<br />policies, tax refunds, contracts for the purchase of real or personal property, (ii) all patents, copyrights, trademarks,
<br />tradenames and service marks, (iii) to the extent permitted by the terms thereof, all licenses to use, applications for,
<br />and other rights to, such patents, copyrights, trademarks, tradenames and service marks, (iv) all goodwill of Debtor,
<br />(v) to the extent permitted by the License Agreement or Licensor, the License Agreement and any rights thereunder,
<br />including the right to receive payments, and (vi) to the extent permitted by the terms thereof, any other agreement
<br />between Debtor and Licensor);
<br />(e) All other property not otherwise described above acquired, held, used, sold or consumed in
<br />connection with the Store or relating to the Store or the management thereof (including, without limitation, all
<br />money, certificated securities, uncertificated securities, documents and goods); and
<br />(f) All proceeds of the foregoing (including, without limitation, whatever is receivable or received
<br />when Collateral or proceeds is sold, collected, exchanged, returned, substituted or otherwise disposed of, whether
<br />such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance
<br />proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of
<br />action affecting or relating to the Collateral).
<br />111/150606.02.00
<br />010499/1557/35239.00196
<br />
|