DEBTOR PRIORITY FULFILLMENT SERVICES, INC.
SECURED PARTY: COMERICA BANK
EXHIBIT B
COLLATERAL DESCRIPTION ATTACHMENT
TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
All personal property of Borrower (herein referred to as "Borrower" or "Debtor")
whether presently existing or hereafter created or acquired, and wherever
located, including, but not limited to:
(a) all accounts (including health-care-insurance receivables), chattel paper
(including tangible and electronic chattel paper), deposit accounts (other
than the Third Party Deposit Accounts), documents (including negotiable
documents), equipment (including all accessions and additions thereto),
general intangibles (including payment intangibles and software), goods
(including fixtures), instruments (including promissory notes), inventory
(including all goods held for sale or lease or to be furnished under a
contract of service, and including returns and repossessions), investment
property (including securities and securities entitlements), letter of
credit rights, money, and all of Debtor's books and records with respect
to any of the foregoing, and the computers and equipment containing said
books and records;
(b) all common law and statutory copyrights and copyright registrations,
applications for registration, now existing or hereafter arising, in the
United States of America or in any foreign jurisdiction, obtained or to be
obtained on or in connection with any of the foregoing, or any parts
thereof or any underlying or component elements of any of the foregoing,
together with the right to copyright and all rights to renew or extend
such copyrights and the right (but not the obligation) of Secured Party to
sue in its own name and/or in the name of the Debtor for past, present and
future infringements of copyright;
(c) all trademarks, service marks, trade names and service names and the
goodwill associated therewith, together with the right to trademark and
all rights to renew or extend such trademarks and the right (but not the
obligation) of Secured Party to sue in its own name and/or in the name of
the Debtor for past, present and future infringements of trademark;
(d) all (i) patents and patent applications filed in the United States Patent
and Trademark Office or any similar office of any foreign jurisdiction,
and interests under patent license agreements, including, without
limitation, the inventions and improvements described and claimed therein,
(ii) licenses pertaining to any patent whether Debtor is licensor or
licensee, (iii) income, royalties, damages, payments, accounts and
accounts receivable now or hereafter due and/or payable under and with
respect thereto, including, without limitation, damages and payments for
past, present or future infringements thereof, (iv) right (but not the
obligation) to sue in the name of Debtor and/or in the name of Secured
Party for past, present and future infringements thereof, (v) rights
corresponding thereto throughout the world in all jurisdictions in which
such patents have been issued or applied for, and (vi) reissues,
divisions, continuations, renewals, extensions and continuations-in-part
with respect to any of the foregoing;
(e) All ownership interest of Debtor in Supplies Distributors Holdings, LLC
and PFSM, LLC, together with all dividends and other distributions at any
time made with respect to such ownership interests; and
(f) any and all cash proceeds and/or noncash proceeds of any of the foregoing,
including, without limitation, insurance proceeds, and all supporting
obligations and the security therefor or for any right to payment. All
terms above have the meanings given to them in the California Uniform
Commercial Code, as amended or supplemented from time to time, including
revised Division 9 of the Uniform Commercial Code-Secured Transactions,
added by Stats. 1999, c.991 (S.B. 45), Section 35, operative July 1, 2001.
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