COPYRIGHT SECURITY AGREEMENT
Exhibit 10.6
This Agreement, dated as of April 29, 2008, is made by GLOBAL EMPLOYMENT HOLDINGS, INC., a
Delaware corporation (the “Debtor”), having a mailing address at 00000 Xxxx Xxxxxxx Xxxxx, Xxxxx
000, Xxxx Xxxx, Xxxxxxxx 00000, for the benefit of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the
“Secured Party”), acting through its XXXXX FARGO BUSINESS CREDIT operating division, having a place
of business at Xxxxx Xxxxx Xxxxxx, XXX X0000-000, 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000.
The Debtor is the owner of all of the copyrighted works, registrations, and applications for
registration described in Schedule A hereto.
The Debtor has executed a guaranty, dated as of the date hereof, in favor of the Secured Party
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the
“Guaranty”), guaranteeing the obligations of the following Persons under a Credit and Security
Agreement dated as of April 29, 2008 (as the same may hereafter be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”) to the Secured Party: GLOBAL
EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES
CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New
York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc.
and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”),
SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”), SOUTHEASTERN PERSONNEL
MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania
corporation (“Main Line”), BAY HR, INC., a Florida corporation (“BHR”), SOUTHEASTERN GEORGIA HR,
INC., a Georgia corporation (“SGHR”), SOUTHEASTERN STAFFING II, INC., a Florida corporation
(“SEII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SEIII”), SOUTHEASTERN STAFFING
IV, INC., a Florida corporation (“SEIV”), SOUTHEASTERN STAFFING V, INC., a Florida corporation
(“SEV”), SOUTHEASTERN STAFFING VI, INC., a Florida corporation (“SEVI”), and KEYSTONE ALLIANCE,
INC., a Florida corporation (“Keystone”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main
Line, BHR, SGHR, SEII, SEIII, SEIV, SEV, SEVI, and Keystone are each referred to herein as a
“Borrower” and collectively as the “Borrowers”).
As a condition to extending credit to the Borrowers, the Secured Party has required that the
Debtor execute this agreement to evidence the security interest granted to the Secured Party in any
copyrights or copyright applications not expressly covered by other security agreements.
ACCORDINGLY, in consideration of the agreements of the Secured Party set forth in the Credit
Agreement, the Debtor hereby agrees as follows:
1. Definitions. Terms defined in the Credit Agreement and not otherwise defined
herein shall have the meanings given them in the Credit Agreement. In addition, the following
terms have the meanings set forth below:
“Copyrights” means all of the Debtor’s right, title and interest in and to all
copyrightable works and all copyrights of the Debtor and licenses thereunder, whether
presently existing or hereafter arising, including but not limited to the registered
copyrights, applications to register copyrights, and unregistered works (if any) listed on
Schedule A.
“Event of Default” means (i) an Event of Default, as defined in the Guaranty, the
Credit Agreement or any other credit agreement or security agreement now in existence or
hereafter entered into by any Borrower or the Debtor, or (ii) any breach by the Debtor of
any of its obligations under this Agreement.
2. Security Interest. In order to secure the Indebtedness (as defined in the
Guaranty), the Debtor hereby confirms and acknowledges that it has granted and created (and, to the
extent not previously granted under the Security Agreement dated as of the date hereof by the
Debtor in favor of the Secured Party (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Security Agreement”), does hereby irrevocably grant and
create) a security interest, with power of sale to the extent permitted by law, in the Copyrights.
This security interest is in any and all rights of Debtor that may exist or hereafter arise under
any copyright law now or hereinafter in effect in the United States of America or in any other
country.
3. Representations and Warranties. The Debtor represents and warrants that (a) the
Debtor owns each of the works and rights listed in Schedule A, free and clear of any Lien other
than Permitted Liens, and (b) the Copyrights listed in Schedule A include all copyrightable works
owned or controlled by the Debtor as of the effective date hereof, excluding immaterial copyrights.
4. Satisfaction. Upon full payment or satisfaction of the Indebtedness (as defined in
the Guaranty) and termination of any credit facilities extended to the Borrowers by the Secured
Party, this Agreement, and the rights granted hereunder to the Secured Party, shall be terminated
upon demand by a written termination statement to the effect that the Secured Party no longer
claims a security interest under this Agreement.
5. Administration of Copyrights. Prior to the occurrence of an Event of Default, the
Debtor may control and manage the Copyrights, including the right to make and distribute copies of
the works covered thereby, and may receive and use the income, revenue, profits, and royalties that
arise from the use of the Copyrights and any licenses thereunder, in the same manner and to the
same extent as if this Agreement had not been entered into. The Debtor shall give the Secured
Party prompt notice of any change in the status of said Copyrights or the Debtor’s rights
thereunder.
6. Protection of Copyrights. The Debtor covenants that it will at its own expense
protect, defend and maintain the Copyrights to the extent reasonably advisable in its business, and
if the Debtor fails to do so, the Secured Party may (but shall have no obligation to) do so in the
Debtor’s name or in the Secured Party’s name, but at the Debtor’s expense, and the Debtor shall
reimburse the Secured Party in full for all expenses, including reasonable attorney’s fees incurred
by the Secured Party in protecting, defending and maintaining the Copyrights. The
Debtor further covenants that it will give notice to the Secured Party sufficient to allow the
Secured Party to timely carry out the provisions of this paragraph.
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7. Remedies. Upon the occurrence of an Event of Default, the Secured Party may, at
its option, exercise any one or more of the following remedies: (a) exercise all rights and
remedies available under the UCC, or under any applicable law; (b) sell, assign, transfer, pledge,
encumber or otherwise dispose of any Copyright; (c) enforce any Copyright, and any licenses
thereunder; and (d) exercise or enforce any or all other rights or remedies available to the
Secured Party by law or agreement against the Copyrights, against the Debtor or against any other
person or property. Upon the exercise of any remedy by the Secured Party hereunder, the Debtor
shall be deemed to have waived all of its rights provided in 17 U.S.C. § 106A or any other “moral
rights of authors.” If the Secured Party shall exercise any remedy under this Agreement, the Debtor
shall, at the request of the Secured Party, do any and all lawful acts and execute any and all
proper documents required by the Secured Party in aid of thereof. For the purposes of this
paragraph, the Debtor appoints the Secured Party as its attorney with the right, but not the duty,
to endorse such Debtor’s name on all applications, documents, papers and instruments necessary for
the Secured Party to (i) act in its own name or enforce or use the Copyrights, (ii) grant or issue
any exclusive or non-exclusive licenses under the Copyrights to any third party, and/or (iii) sell,
assign, transfer, pledge, encumber or otherwise transfer title in or dispose of any Copyright. The
Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. This power of attorney shall be irrevocable until satisfaction of this Agreement in
accordance with paragraph 4. The Debtor shall reimburse the Secured Party for all reasonable
attorney’s fees and expenses of all types incurred by the Secured Party, or its counsel, in
connection with the exercise of the rights of the Secured Party under this Agreement, together with
interest thereon from the date or dates the same were incurred at the Default Rate.
8. General Rights and Obligations. Except as expressly set forth herein, the rights
and obligations of the Debtor and the Secured Party with respect to the Copyrights shall in all
respects be governed by the Guaranty and the Security Agreement, the terms of which are
incorporated as fully as if set forth at length herein.
IN WITNESS WHEREOF, the Debtor has executed this Agreement as of the date first above-written.
| GLOBAL EMPLOYMENT HOLDINGS, INC. |
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| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Its: Chief Finacial Officer | ||||
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STATE OF COLORADO
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| ) ss | ||||
CITY AND COUNTY OF DENVER
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The foregoing instrument was acknowledged before me this
_____
day of April, 2008, by Xxxxxx X.
Xxxxxxxxxx, the Chief Financial Officer of Global Employment Holdings, Inc., on behalf of the
corporation.
My commission expires:
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Notary Public |
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Schedule A
Registrations
| Title | Copyright Year | Copyright Number | ||||||
NONE
Applications
| Title | Copyright Year | |||
NONE
A-1
