Exhibit 4(f)
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT SECURITY AGREEMENT, dated as of May 15, 2003, by XXXXXX, INC., a
Delaware corporation, XXXXXX INTERNATIONAL, INC., a Delaware corporation, XXXXX
INDUSTRIES, INC., a Kansas corporation, FABTEK CORPORATION, a Michigan
corporation, XXXXXXXXX MANUFACTURING CORPORATION, a Delaware corporation, GEAR
PRODUCTS, INC., an Oklahoma corporation, WINDSOR FORESTRY TOOLS LLC, a Tennessee
limited liability company, OMARK PROPERTIES, INC., an Oregon corporation, BI,
L.L.C., a Delaware limited liability company, and 4520 CORP., INC., a Delaware
corporation (collectively, the "Grantors," and each individually, the
"Grantor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, individually and as agent (in such capacity, "Agent") for itself,
General Electric Capital Canada Inc., as Canadian agent ("Canadian Agent") and
the lenders from time to time signatory to the Credit Agreement hereinafter
defined.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of May15, 2003
by and among Grantors, the other Persons (as defined in the Credit Agreement)
named therein as Credit Parties (as defined in the Credit Agreement), Agent,
Canadian Agent, and the other Persons signatory thereto from time to time as
Lenders ("Lenders") (including all annexes, exhibits or schedules thereto, as
from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"), US Lenders have agreed to make certain Loans (as defined in
the Credit Agreement) to, and to incur Letter of Credit Obligations (as defined
in the Credit Agreement) on behalf of US Borrowers (as defined in the Credit
Agreement), and Canadian Lenders (as defined in the Credit Agreement) have
agreed to make certain Loans to Canadian Borrowers (as defined in the Credit
Agreement);
WHEREAS, Agent, Canadian 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 Grantors shall have
executed and delivered to Agent, for the benefit of itself, Canadian Agent and
Lenders, that certain US Security Agreement dated as of May 15, 2003 (including
all annexes, exhibits or schedules thereto, as from time to time amended,
restated, supplemented or otherwise modified, the "US Security Agreement");
WHEREAS, pursuant to the US Security Agreement, Grantors are required to
execute and deliver to Agent, for the benefit of itself, Canadian Agent and
Lenders, this Copyright 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, Grantors hereby agree as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in Annex A to the Credit Agreement.
2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby
grants to Agent, on behalf of itself, Canadian Agent and Lenders, a continuing
first priority security interest in all of such Grantor's right, title and
interest in, to and under the following, whether presently existing or hereafter
created or acquired (collectively, the "Copyright Collateral"):
(a) all of its Copyrights and Copyright Licenses to which it
is a party including those referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the
foregoing; and
(c) all products and proceeds of the foregoing, including,
without limitation, any claim by such Grantor against third parties for
past, present or future infringement or dilution of any Copyright or any
Copyright licensed under any Copyright License.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Copyright Security Agreement are granted in conjunction with the security
interests granted to Agent, on behalf of itself, Canadian Agent and Lenders,
pursuant to the US Security Agreement. Grantors hereby acknowledge and affirm
that the rights and remedies of Agent with respect to the security interest in
the Copyright Collateral made and granted hereby are more fully set forth in the
US Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.
4. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN
DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS COPYRIGHT SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
[signature pages follow]
IN WITNESS WHEREOF, each Grantor has caused this Copyright Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
XXXXXX INTERNATIONAL, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
XXXXXX, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
FABTEK CORPORATION
By: ______________________________
Name: ____________________________
Title: ___________________________
GEAR PRODUCTS, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
XXXXX INDUSTRIES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
XXXXXXXXX MANUFACTURING CORPORATION
By: ______________________________
Name: ____________________________
Title: ___________________________
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WINDSOR FORESTRY TOOLS LLC
By: Xxxxxx, Inc., its sole member
By: ______________________________
Name: ____________________________
Title: ___________________________
4520 CORP., INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
OMARK PROPERTIES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
BI, L.L.C.
By: Xxxxxx, Inc., its managing member
By: ______________________________
Name: ____________________________
Title: ___________________________
ACCEPTED AND ACKNOWLEDGED
BY:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By: _________________________________
Name: _______________________________
Title: ______________________________
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