Copyright Security Agreement
GUARANTOR COPYRIGHT SECURITY AGREEMENT
THIS GUARANTOR COPYRIGHT SECURITY AGREEMENT (the "Agreement") dated as
of January 31, 2000, is executed by LITHOTRIPTERS, INC., a North Carolina
corporation (the "Debtor"), for the benefit of BANK OF AMERICA, N.A., a national
banking association ("B of A"), not in its individual capacity but solely as
administrative agent for itself and each of the other banks or lending
institutions (each, a "Lender" and collectively, the "Lenders") which is or may
from time to time become a party to the Loan Agreement (as hereinbelow defined)
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").
R E C I T A L S:
A. Prime Medical Services, Inc., a Delaware corporation (the "Borrower"),
B of A as administrative agent, BankBoston, N.A., as documentation agent, and
the Lenders have entered into that certain Fourth Amended and Restated Loan
Agreement dated as of the date hereof, (as the same may be amended, restated,
extended, supplemented or modified from time to time, the "Loan Agreement"),
pursuant to which the Lenders have agreed to make a revolving credit loan to the
Borrower with advances thereunder not to exceed an aggregate principal amount of
Eighty-Six Million and 00/100 Dollars ($86,000,000.00) at any time outstanding.
B. The Debtor and certain other guarantors have executed that certain
Guaranty Agreement of even date herewith (as the same may be amended,
supplemented or modified from time to time, the "Guaranty"), pursuant to which
the Debtor has guaranteed to the Agents (as defined in the Loan Agreement) and
the Lenders the full and complete payment and performance of the Obligations (as
defined in the Loan Agreement).
C. The Debtor has executed that certain Guarantor Security Agreement of
even date herewith (as the same may be amended, supplemented or modified from
time to time, the "Security Agreement") pursuant to which the Debtor has granted
to the Administrative Agent for the benefit of the Lenders a continuing security
interest in certain personal property of the Debtor.
D. The Agents and the Lenders have conditioned their obligations under the
Loan Agreement upon the execution and delivery of this Agreement by the Debtor.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.1 Terms Defined in Loan Agreement. Capitalized terms used and
not otherwise defined herein shall have the same meanings as set forth in the
Loan Agreement.
SECTION 1.2 Terms Defined in Uniform Commercial Code. Terms used herein
which are defined in the Uniform Commercial Code as adopted by the State of
Texas, unless otherwise defined herein or in the Loan Agreement, shall have
their meanings as set forth in the Uniform Commercial Code as adopted by the
State of Texas.
D-737397.1
- 3 -
Copyright Security Agreement
SECTION 2. Grant of Security Interest. The Debtor hereby pledges and
grants to the Administrative Agent, for the benefit of the Lenders, a first
priority lien on and security interest in all of the Debtor's right, title, and
interest in and to the following property (the "Copyright Collateral"), whether
now owned or hereafter arising or acquired, being all copyrights of the Debtor,
whether statutory or common law, registered or unregistered, now or hereafter in
force throughout the world including, without limitation, all of the Debtor's
right, title and interest in and to all copyrights registered in the United
States Copyright Office or anywhere else in the world and also including,
without limitation, the copyrights referred to in Item A of Schedule 1 attached
hereto, and all applications for registration thereof, whether pending or in
preparation, all copyright licenses, including each copyright license referred
to in Item B of Schedule 1 attached hereto, the right to xxx for past, present
and future infringements of any of the foregoing, all rights corresponding
thereto throughout the world, all extensions and renewals of any of the
foregoing, and all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages and proceeds of suit.
SECTION 3. Secured Indebtedness. The Copyright Collateral shall secure
the following obligations, indebtedness, and liabilities (whether at stated
maturity, by acceleration or otherwise) (all such obligations, indebtedness, and
liabilities being hereinafter sometimes called the "Secured Indebtedness"):
(a) the Obligations and the obligations, liabilities and indebtedness of
the Debtor to the Agents and the Lenders under the Guaranty;
(b) all reasonable costs and expenses, including, without
limitation, all reasonable attorneys' fees and legal expenses, incurred by any
of the Agents or any Lender to preserve and maintain the Collateral (as defined
in the Security Agreement), collect the obligations described herein and in the
Security Agreement, and enforce this Agreement and the Security Agreement; and
(c) all extensions, renewals, and modifications of any of the foregoing.
SECTION 4. Security Agreement. This Agreement has been executed and
delivered by the Debtor for the purpose of registering the security interest of
Administrative Agent in the Copyright Collateral with the United States
Copyright Office and corresponding offices in other countries of the world. The
security interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to Administrative Agent for its
benefit and the benefit of the Lenders under the Security Agreement. The
Security Agreement (and all rights and remedies of Administrative Agent and the
Lenders thereunder) shall remain in full force and effect in accordance with its
terms.
SECTION 5. Termination. If all of the Secured Indebtedness shall have
been paid and performed in full and the Commitments shall have expired or
terminated, the Administrative Agent shall, upon the written request of the
Debtor and in accordance with applicable provisions of the Loan Agreement,
promptly execute and deliver to the Debtor a proper instrument or instruments
acknowledging the release and termination of the security interests created by
this Agreement as the Debtor may reasonably deem necessary or desirable, and
shall duly assign and deliver to the Debtor (without recourse and without any
representation or warranty) such of the Copyright Collateral as may be in the
possession of the Administrative Agent and has not previously been sold or
otherwise applied pursuant to this Agreement.
SECTION 6. Acknowledgment. The Debtor does hereby further acknowledge
and affirm that the rights and remedies of Administrative Agent with respect to
the security interest in the Copyright Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.
SECTION 7. Loan Document, etc. This Agreement is a Loan Document
executed pursuant to the Loan Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Loan Agreement.
SECTION 8. Counterparts. This Agreement may be executed by parties hereto
in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.
Copyright Security Agreement
IN WITNESS WHEREOF, the Debtor has duly executed this Agreement as of
the day and year first written above.
LITHOTRIPTERS, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Treasurer
Address: 0000 Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Treasurer
Copyright Security Agreement
IN WITNESS WHEREOF, B of A has duly executed this Agreement as of the
day and year first written above.
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Senior Vice President
Address: 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxx
Copyright Security Agreement
SCHEDULE 1
Item A: Registered Copyrights
Title Registration No.
----- ---------------
Generic Quality Assurance Plan: Lithotripsy Unit TX 3124352
Generic Hospital Lithostar Service Quality Assessment Plan TX 3124351
Lithotripters, Inc., Quality Assurance Plan TX 2792856
Introduction to the Lithostar and Guide to its Use TX 2670895
Item B: Copyright License Rights
Title Licensor
Scheduling, Billing and Accounts
Receivable Computer System Omni-Medical Systems, Inc.
QA Outcome Analysis Computer System MEDformatics, Inc.
Copyright Security Agreement
GUARANTOR COPYRIGHT SECURITY AGREEMENT
THIS GUARANTOR COPYRIGHT SECURITY AGREEMENT (the "Agreement") dated as
of January 31, 2000, is executed by LITHOTRIPTERS, INC., a North Carolina
corporation (the "Debtor"), for the benefit of BANK OF AMERICA, N.A., a national
banking association ("B of A"), not in its individual capacity but solely as
administrative agent for itself and each of the other banks or lending
institutions (each, a "Lender" and collectively, the "Lenders") which is or may
from time to time become a party to the Loan Agreement (as hereinbelow defined)
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").
R E C I T A L S:
- - - - - - - -
A.. Prime Refractive Management, L.L.C., a Delaware limited liability
company (the "Borrower"), B of A, as administrative agent, BankBoston, N.A., as
documentation agent, and the Lenders have entered into that certain Loan
Agreement dated as of the date hereof, (as the same may be amended, restated,
extended, supplemented or modified from time to time, the "Loan Agreement"),
pursuant to which the Lenders have agreed to make an advancing term loan to the
Borrower with advances thereunder not to exceed an aggregate principal amount of
Fourteen Million and 00/100 Dollars ($14,000,000.00).
B. The Debtor and certain other guarantors have executed that certain
Guaranty Agreement of even date herewith (as the same may be amended,
supplemented or modified from time to time, the "Guaranty"), pursuant to which
the Debtor has guaranteed to the Agents (as defined in the Loan Agreement) and
the Lenders the full and complete payment and performance of the Obligations (as
defined in the Loan Agreement).
C. The Debtor has executed that certain Guarantor Security Agreement of
even date herewith (as the same may be amended, supplemented or modified from
time to time, the "Security Agreement") pursuant to which the Debtor has granted
to the Administrative Agent for the benefit of the Lenders a continuing security
interest in certain personal property of the Debtor.
D. The Agents and the Lenders have conditioned their obligations under the
Loan Agreement upon the execution and delivery of this Agreement by the Debtor.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.1 Terms Defined in Loan Agreement. Capitalized terms used and
not otherwise defined herein shall have the same meanings as set forth in the
Loan Agreement.
SECTION 1.2 Terms Defined in Uniform Commercial Code. Terms used herein
which are defined in the Uniform Commercial Code as adopted by the State of
Texas, unless otherwise defined herein or in the Loan Agreement, shall have
their meanings as set forth in the Uniform Commercial Code as adopted by the
State of Texas.
- 3 -
Copyright Security Agreement
SECTION 2. Grant of Security Interest. The Debtor hereby pledges and
grants to the Administrative Agent, for the benefit of the Lenders, a lien on
and security interest in all of the Debtor's right, title, and interest in and
to the following property (the "Copyright Collateral"), whether now owned or
hereafter arising or acquired, being all copyrights of the Debtor, whether
statutory or common law, registered or unregistered, now or hereafter in force
throughout the world including, without limitation, all of the Debtor's right,
title and interest in and to all copyrights registered in the United States
Copyright Office or anywhere else in the world and also including, without
limitation, the copyrights referred to in Item A of Schedule 1 attached hereto,
and all applications for registration thereof, whether pending or in
preparation, all copyright licenses, including each copyright license referred
to in Item B of Schedule 1 attached hereto, the right to xxx for past, present
and future infringements of any of the foregoing, all rights corresponding
thereto throughout the world, all extensions and renewals of any of the
foregoing, and all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages and proceeds of suit.
Such lien and security interest shall be subordinate only to the lien and
security interest granted in favor of Bank of America, N.A., as Administrative
Agent ("Prime Administrative Agent") under the Fourth Amended and Restated Loan
Agreement dated as of the date hereof among Prime Medical Services, Inc., Bank
of America, N.A., as administrative agent, BankBoston, N.A., as documentation
agent, and the lenders from time to time thereunder.
SECTION 3. Secured Indebtedness. The Copyright Collateral shall secure
the following obligations, indebtedness, and liabilities (whether at stated
maturity, by acceleration or otherwise) (all such obligations, indebtedness, and
liabilities being hereinafter sometimes called the "Secured Indebtedness"):
(a) the Obligations and the obligations, liabilities and indebtedness of
the Debtor to the Agents and the Lenders under the Guaranty;
(b) all reasonable costs and expenses, including, without
limitation, all reasonable attorneys' fees and legal expenses, incurred by any
of the Agents or any Lender to preserve and maintain the Collateral (as defined
in the Security Agreement), collect the obligations described herein and in the
Security Agreement, and enforce this Agreement and the Security Agreement; and
(c) all extensions, renewals, and modifications of any of the foregoing.
SECTION 4. Security Agreement. This Agreement has been executed and
delivered by the Debtor for the purpose of registering the security interest of
Administrative Agent in the Copyright Collateral with the United States
Copyright Office and corresponding offices in other countries of the world. The
security interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to Administrative Agent for its
benefit and the benefit of the Lenders under the Security Agreement. The
Security Agreement (and all rights and remedies of Administrative Agent and the
Lenders thereunder) shall remain in full force and effect in accordance with its
terms.
SECTION 5. Termination. If all of the Secured Indebtedness shall have
been paid and performed in full and the Commitments shall have expired or
terminated, the Administrative Agent shall, upon the written request of the
Debtor and in accordance with applicable provisions of the Loan Agreement,
promptly execute and deliver to the Debtor a proper instrument or instruments
acknowledging the release and termination of the security interests created by
this Agreement as the Debtor may reasonably deem necessary or desirable, and
shall duly assign and deliver to the Debtor (without recourse and without any
representation or warranty) such of the Copyright Collateral as may be in the
possession of the Administrative Agent and has not previously been sold or
otherwise applied pursuant to this Agreement.
SECTION 6. Acknowledgment. The Debtor does hereby further acknowledge
and affirm that the rights and remedies of Administrative Agent with respect to
the security interest in the Copyright Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.
SECTION 7. Loan Document, etc. This Agreement is a Loan Document
executed pursuant to the Loan Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Loan Agreement.
SECTION 8. Counterparts. This Agreement may be executed by parties hereto
in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.
Copyright Security Agreement
IN WITNESS WHEREOF, the Debtor has duly executed this Agreement as of
the day and year first written above.
LITHOTRIPTERS, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Treasurer
Address: 0000 Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Treasurer
Copyright Security Agreement
IN WITNESS WHEREOF, B of A has duly executed this Agreement as of the
day and year first written above.
BANK OF AMERICA, N.A.,
as Administrative Agent
By:/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Senior Vice President
Address: 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxx
Copyright Security Agreement
SCHEDULE 1
Item A: Registered Copyrights
Title Registration No.
----- ----------------
Generic Quality Assurance Plan: Lithotripsy Unit TX 3124352
Generic Hospital Lithostar Service Quality Assessment Plan TX 3124351
Lithotripters, Inc., Quality Assurance Plan TX 2792856
Introduction to the Lithostar and Guide to its Use TX 2670895
Item B: Copyright License Rights
Title Licensor
Scheduling, Billing and Accounts Receivable
Computer System Omni-Medical Systems, Inc.
QA Outcome Analysis Computer System MEDformatics, Inc.
