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EXHIBIT 10.3
COPYRIGHT
MORTGAGE AND ASSIGNMENT;
POWER OF ATTORNEY
This COPYRIGHT MORTGAGE AND ASSIGNMENT; POWER OF ATTORNEY
is entered into as of September 30, 1996, by SPELLING ENTERTAINMENT GROUP
INC. ("SEGI"), SPELLING ENTERTAINMENT INC. ("SEI"), XXXXX XXXXXXXX
PRODUCTIONS, INC. ("ASP"), SPELLING FILMS INC. ("SFI"), SPELLING TELEVISION
INC.("STI"), TORAND PRODUCTIONS INC.("TPI"), WORLDVISION ENTERPRISES,
INC.("WORLDVISION"), LAUREL ENTERTAINMENT, INC.("LAUREL"), XXXXXXXX
PROJECTS, INC. ("XXXXXXXX"), REPUBLIC ENTERTAINMENT INC. ("RPI"), REPUBLIC
DISTRIBUTION CORPORATION ("RDC"), WILSHIRE ENTERTAINMENT INC. ("WILSHIRE"),
SPELLING SATELLITE NETWORKS INC.("SSNI"), BIG TICKET TELEVISION INC. ("BIG
TICKET"), VIE HOLDING COMPANY("VIE HOLDING"), WESTWOOD STUDIOS, INC.
("WESTWOOD"), VIRGIN INTERACTIVE ENTERTAINMENT, INC.("VIE") and the other
present and future subsidiaries of SEGI that are from time to time party
hereto (the "OTHER SUBSIDIARIES") (SEGI, SEI, ASP, SFI, STI, TPI,
Worldvision, Laurel, Xxxxxxxx, RPI, RDC, Wilshire, SSNI, Big Ticket, VIE
Holding, Westwood, VIE and the Other Subsidiaries of SEGI that are
parties hereto (each a "GRANTOR" and collectively, "GRANTORS") in favor of
and for the benefit of VIACOM INC. ("LENDER").
RECITALS
1. SEGI, SEI, ASP, SFI, STI, TPI, Worldvision,
Laurel, Xxxxxxxx, RPI, RDC, Wilshire, SSNI, Big Ticket, VIE Holding,
Westwood, and VIE (individually a "BORROWER" and collectively the
"BORROWERS") and Lender have entered into a Credit Agreement dated as of
September 30, 1996, (said Credit Agreement, as it may hereafter be
amended, supplemented or otherwise modified from time to time, being the
"Credit Agreement"; capitalized terms used herein without definition shall
have the meanings assigned those terms in the Credit Agreement).
2. Grantors have executed and delivered a Guaranty
dated as of September 30, 1996 (said Guaranty, as it may hereafter be
amended, supplemented or modified from time to time, being the "GUARANTY")
in favor of Lender, pursuant to which, inter alia, the Grantors have
guaranteed the Guaranteed Obligations (as that term is defined in the
Guaranty).
3. Lender and Grantors have entered into a Pledge
and Security Agreement dated as of September 30, 1996 (said Pledge and
Security Agreement, as it may hereafter be amended, supplemented or
modified from time to time, being the "PLEDGE AND SECURITY AGREEMENT")
pursuant to which, inter alia, the Grantors have mortgaged, pledged,
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assigned and granted to Lender a continuing security interest in all of the
Grantors' rights, titles and interests (but none of the Grantors' obligations
or liabilities with respect to) in and to the Collateral in order to secure the
payment and performance of the Secured obligations (as the terms "Collateral"
and "Secured Obligations" are defined in the Pledge and Security Agreement).
NOW, THEREFORE, KNOW ALL PEOPLE BY THESE PRESENTS that for good and
valuable consideration, receipt of which is hereby acknowledged, the
undersigned Grantors do hereby mortgage, assign, grant, convey and transfer for
security to Lender and Lender's successors and assigns, throughout the world,
in perpetuity, all of Grantors' rights, titles and interests of every kind and
nature, without limitation, (but none of Grantors' obligations or liabilities)
in and to (a) all of the copyrights, rights, titles and interests of every kind
and nature without limitation in and to copyrights and works protectable by
copyright, which are presently, or in the future may be, owned, created,
authored (as a work for hire or otherwise), acquired or used (whether pursuant
to a license or otherwise) by Grantors, in whole or in part, and all common law
and other rights and interests in copyrights throughout the world, including
all copyright licenses (the "COPYRIGHT RIGHTS") with respect thereto and all
registrations therefor, heretofore or hereafter granted or applied for, and all
renewals and extensions thereof, throughout the world, including all proceeds
thereof (such as, by way of example and not by limitation, license royalties
and proceeds of infringement suits), the right (but not the obligation) to
renew and extend such copyrights, registrations and Copyright Rights and to
register works protectable by copyright, including, without limitation: (i) all
of Grantors' rights, titles and interests, to the extent that they now have or
hereafter acquire the same, in and to the works listed on SCHEDULE 1 attached
hereto, as the same may be amended from time to time (the "WORKS"); (ii) all of
Grantors' rights, titles and interests, to the extent that they now have or
hereafter acquire the same, in and to all renewals and extensions of the
copyrights in and to the Works that may be secured under the law now or
hereafter in force and effect; and (iii) all of Grantors' rights, titles and
interests, to the extent that they have the same, to make and exploit
derivative works based on or adopted from the Works (the "DERIVATIVE WORKS");
and it being understood and agreed that the foregoing shall include, without
limitation, rights and interests pursuant to licensing or other contracts in
favor of Grantors pertaining to copyrights and works protectable by copyright
presently or in the future owned or used by third parties; (b) all proceeds of
any and all of the foregoing (including, without limitation, license royalties
and proceeds of infringement suits) and, to the extent not otherwise included,
all payments under insurance (whether or not Lender is the loss payee thereof)
or any indemnity, warranty or guaranty payable by reason of loss or damage to
or otherwise with respect to the foregoing.
Grantors agree that if any person, firm or corporation shall do or
perform any acts which the Lender believes to constitute a copyright
infringement of the Works or any Derivative Works, or constitute a plagiarism,
or violate or infringe any rights of Grantors or the Lender therein or if any
person, firm or corporation shall do or perform any acts which the Lender
believes to constitute an unauthorized or unlawful distribution, exhibition, or
use
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thereof, then and in any such event, the Lender may and shall have the
right (but not the obligation) to take such steps and institute such suits
or proceedings as the Lender may deem advisable or necessary to prevent
such acts and conduct and to secure damages and other relief by reason
thereof, and to generally take such steps as may be advisable or necessary
or proper for the full protection of the rights of the parties. The Lender
may take such steps or institute such suits or proceedings in its own name
or in the name of Grantors, or any of them, or in the names of the parties
jointly. Without limiting the generality of the foregoing, the aforesaid
conveyance and assignment for security includes all prior choses-in-action,
at law, in equity and otherwise, the right to recover all damages and other
sums, and the right to other relief allowed or awarded at law, in equity,
by statute or otherwise.
Effective upon occurrence, and during the continuance, of
an Event of Default (as defined in the Credit Agreement), the Grantors
hereby irrevocably constitute and appoint the Lender their lawful
attorney-in-fact to do all acts and things permitted or contemplated by the
terms hereof and the Credit Agreement, the Guaranty, the Pledge and
Security Agreement and the other Credit Documents and this Copyright
Mortgage and Assignment is expressly made subject to the terms and
conditions contained in said documents which are incorporated herein by
reference as if set forth in full.
This Copyright Mortgage and Assignment shall be governed
by and construed in accordance with the internal laws of the State of New
York and the United States without regard to the conflicts or choice of
law provisions thereof
Dated as of September 30, 1996.
GRANTORS:
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Xxxxx Xxxxxxxx
________________________
Title: Executive Vice President
_______________________
SPELLING ENTERTAINMENT INC.
By: /s/ Xxxxx Xxxxxxxx
________________________
Title: President
_______________________
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[Additional signature page to follow]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
XXXXX XXXXXXXX PRODUCTIONS, INC.
SPELLING FILMS INC.
SPELLING TELEVISION INC.
TORAND PRODUCTIONS INC.
WORLDVISION ENTERPRISES, INC.
LAUREL ENTERTAINMENT, INC.
XXXXXXXX PROJECTS, INC.
REPUBLIC ENTERTAINMENT INC.
REPUBLIC DISTRIBUTION CORPORATION
WILSHIRE ENTERTAINMENT INC.
SPELLING SATELLITE NETWORKS, INC.
BIG TICKET TELEVISION INC.
VIE HOLDING COMPANY
WESTWOOD STUDIOS, INC.
VIRGIN INTERACTIVE ENTERTAINMENT, INC.
By: /s/ Xxxxx Xxxxxxxx
________________________
As an authorized officer of each of
the foregoing corporations
Address: 0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
ACCEPTED AND AGREED TO:
VIACOM INC.
as Lender
By: /s/ Xxxxxx X. Xxxxxx
___________________________________
Title: Senior Vice President, Treasurer
_________________________________
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