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EXHIBIT 10.2
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as may be amended,
supplemented and otherwise modified from time to time, "IP Security Agreement")
is made and effective as of April 25, 2001, by INTEGRITY INCORPORATED, a
Delaware corporation (including any successor or permitted assignee thereof,
"Grantor"), in favor of LASALLE BANK NATIONAL ASSOCIATION (including any
successor, participant, assignee or transferee thereof, "Administrative
Agent"), as administrative agent for itself and the Lenders (as defined in the
Credit Agreement referred to below).
RECITALS
WHEREAS, Grantor, desires and has applied to Administrative Agent and
the Lenders for a credit facility consisting of a $3,000,000 mortgage term
loan, a $11,000,000 term loan facility and a $6,000,000 line of credit
facility; and
WHEREAS, pursuant to that certain Credit Agreement by and among
Grantor, Lenders and Administrative Agent of even date herewith (as may be
amended from time to time, "Credit Agreement"), a condition precedent to the
obligation of the Administrative Agent or any Lender to execute and perform
under the Credit Agreement is that Grantor shall have executed and delivered
that certain Security and Pledge Agreement executed by Grantor in favor of
Administrative Agent for the benefit of Administrative Agent and the Lenders of
even date herewith (as may be amended from time to time, "Security Agreement")
encumbering all of Grantor's tangible and intangible personal property assets
in favor of Administrative Agent for the benefit of Administrative Agent and
the Lenders; and
WHEREAS, under the terms of the Security Agreement, Grantor has agreed
to assign certain intellectual property to Administrative Agent for purposes of
securing the obligations to Administrative Agent and the Lenders under the
Credit Agreement and related Loan Documents; and
WHEREAS, Grantor has determined that it is in its best interest to
execute this IP Security Agreement inasmuch as Grantor will derive substantial
direct and indirect benefits from the funding of the Advances by Administrative
Agent and the Lenders pursuant to the Credit Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, Grantor and Administrative Agent hereby agree as follows:
1. Grant. Grantor hereby grants to Administrative Agent an
absolute, present, unconditional, continuing first priority security interest
in and to Grantor's entire right, title and interest in and to the following
property and rights (collectively, the "Collateral"):
(a) The U.S. and foreign copyrights, associated
copyright registrations and applications for copyright registration, all
ownership, treaty and convention rights, and all moral, attribution and/or
integrity rights associated therewith, and copyright licenses set forth on
Schedule A attached hereto (collectively, the "Copyrights"); and
(b) The U.S. and foreign patents and patent
applications, and patent licenses set forth on Schedule B attached hereto,
including, without limitation, improvements, divisions,
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continuations, renewals, reissues, re-examinations, extensions and
continuations-in-part of the same (collectively, the "Patents"); and
(c) The U.S., state and foreign trademark and service
xxxx registrations, trademark and service xxxx applications, and trademark and
service xxxx licenses set forth on Schedule C attached hereto (including all
associated goodwill, collectively, the "Trademarks"); and
(d) Any and all claims and causes of action for past,
present or future infringement, misappropriations and/or dilution of any of the
Collateral, with the right, but not the obligation, to xxx for and collect
damages for infringement of the Collateral; and
(e) Any and all licenses or rights granted under any of
the Collateral, and all license fees and royalties arising from such licenses
or rights, to the extent permitted by such licenses or rights; and
(f) Any and all amendments, renewals, extensions,
reissuances and replacements of any of the Collateral; and
(g) Any and all products and proceeds of any of the
foregoing.
2. Requested Recordation. Grantor authorizes and requests that
the Register of Copyrights and the Commissioner of Patents and Trademarks file
and record this IP Security Agreement (and any corresponding or separate
application forms) in order to publicly reflect Administrative Agent's interest
in the Collateral.
3. Assignment. Upon the request of the Administrative Agent and
during the occurrence of an Event of Default (as defined in the Security
Agreement), Grantor shall execute and deliver to Administrative Agent an
absolute assignment in form acceptable to Administrative Agent in its sole
discretion, transferring its entire right, title, and interest in and to the
Collateral to Administrative Agent.
4. Power of Attorney. Grantor hereby irrevocably grants
Administrative Agent a power of attorney, to act as Grantor's attorney-in-fact,
with full authority in the name, place and stead of Grantor, from time to time
in Administrative Agent's discretion, to take any action and to execute any
instrument which Administrative Agent may deem reasonably necessary or
advisable to accomplish the purposes of the Security Agreement or this IP
Security Agreement. This authority includes, without limitation, the following:
(a) To modify or amend (in Administrative Agent's sole
discretion and without first obtaining Grantor's approval of or signature
thereto) Schedule A, Schedule B, and/or Schedule C hereof, as appropriate, to
include references to any registered intellectual property (or application or
license therefor) acquired by Grantor after the execution hereof or to delete
any reference to any Collateral in which Grantor no longer has or claims any
right, title or interest; and
(b) To execute, file and pursue (in Administrative
Agent's sole discretion and without first obtaining Grantor's approval of or
signature thereto, unless otherwise prohibited by applicable law) any
application, form or other document in order to perfect, maintain, continue or
otherwise protect Administrative Agent's interest or Grantor's rights in the
Collateral, including, without limitation, executing and filing (i) any
financing statement, any continuation statement or any amendment thereto, and
(ii) any document in any proceeding before the United States Patent and
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Trademark Office, the United States Copyright Office or the relevant office of
any state or foreign jurisdiction (including, without limitation, the filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition, interference and cancellation proceedings) and to pay any fees and
taxes in connection therewith or otherwise; and
(c) To execute any assignment or other document required
to acknowledge, register or perfect Administrative Agent's interest in any part
of the Collateral without the signature of Grantor unless prohibited by
applicable law.
The foregoing power of attorney is coupled with an interest and is irrevocable.
5. Representation. Grantor hereby represents and warrants to
Administrative Agent that the items of intellectual property listed on
Schedules A, B and C attached hereto include all copyright registrations,
applications for copyright registration, copyright licenses, patents, patent
applications and patent licenses, and all trademark registrations, applications
for trademark registration and trademark licenses owned by Grantor.
6. Release. The security interest granted herein will terminate
(and all rights to the Collateral will revert to Grantor) upon satisfaction of
the following conditions: (a) payment and performance in full of all the
obligations secured hereby (unconditionally and indefeasibly) and (b) the
termination of the Credit Agreement (and the Facilities thereunder). Upon any
such termination, Administrative Agent (at Grantor's request and sole expense)
will execute and deliver to Grantor (without any representation, warranty or
recourse of any kind whatsoever) such documents as Grantor may reasonably
request and provide to Administrative Agent to evidence such termination.
7. Miscellaneous. This IP Security Agreement has been entered
into in conjunction with the provisions of and the security interest granted to
Administrative Agent under the Security Agreement. The rights and remedies of
Grantor and Administrative Agent with respect to the security interest granted
herein are in addition and without prejudice to those set forth in the Security
Agreement and the Credit Agreement, all terms and provisions of which are
hereby incorporated herein by reference. This IP Security Agreement may be
executed in any number of counterparts with the same effect as if all the
signatures on such counterparts appeared on one document; each such counterpart
will be deemed to be an original but all counterparts together will constitute
one and the same instrument. In the event that any provisions of this IP
Security Agreement are deemed to conflict with the Security Agreement or the
Credit Agreement, the provisions of the Security Agreement or Credit Agreement
shall govern.
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IN WITNESS WHEREOF, the parties hereto have executed this IP Security
Agreement through their duly authorized officers, as of the date first written
above.
INTEGRITY INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Address: 0000 Xxxx Xxxx
Xxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: First Vice President
Address: 000 Xxxxx Xxxxxxxx
Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
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ACKNOWLEDGMENT
STATE OF MISSOURI :
: SS
CITY OF ST. LOUIS :
Before me, the undersigned, a Notary Public, on this ____ day of
April, 2001, personally appeared ___________________________ to me known
personally, who, being by me duly sworn, did say that he/she is the
___________________________ of INTEGRITY INCORPORATED, and that said instrument
was signed on behalf of said INTEGRITY INCORPORATED by authority of its board
of directors, and the said ___________________________ acknowledged said
instrument to be his/her free act and deed.
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Notary Public
My Commission Expires:
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ACKNOWLEDGMENT
STATE OF MISSOURI :
: SS
CITY OF ST. LOUIS :
Before me, the undersigned, a Notary Public, on this _____ day of
April, 2001, personally appeared ____________________ to me known personally,
who, being by me duly sworn, did say that he is the _____________________ of
LASALLE BANK NATIONAL ASSOCIATION, and that said instrument was signed on
behalf of said ____________________ by authority of its Board of Directors, and
the said _____________________ acknowledged said instrument to be his free act
and deed.
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Notary Public
My Commission Expires:
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SCHEDULE A
COPYRIGHT COLLATERAL
I. REGISTERED COPYRIGHTS
Copyright Registration Registration
Title Number Date
--------- ------------ ------------
II. PENDING COPYRIGHT APPLICATIONS
Copyright Application Filing Date of Date of
Title Number Date Creation Publication
--------- ----------- ------ -------- -----------
III. UNREGISTERED COPYRIGHTS
Date and
Recordation Date of
Number of Expected
Copyright Date of Date of Original Assignment Registration
Title Creation Publication Author/Owner to Grantor (if applicable)
--------- -------- ----------- ------------ ------------ ---------------
IV. COPYRIGHT LICENSES
Effective Expiration Subject
Copyright Licensor Licensee Date Date Matter
--------- -------- -------- --------- ---------- ------
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SCHEDULE B
PATENT COLLATERAL
I. PATENTS
Patent Issue
Number Country Date Title
------ ------- ---- -----
II. PENDING PATENT APPLICATIONS
Patent Atty. Docket Serial Filing
Title Number Country Number Date Status
----- ------------ ------- ------ ---- ------
III. PATENT LICENSES
Effective Expiration
Patent No. Country Licensor Licensee Date Date
---------- ------- -------- -------- -------- ------
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SCHEDULE C
TRADEMARK COLLATERAL
I. REGISTERED TRADEMARKS
Trademark Registration
Description Country Number
----------- ------- ------------
II. PENDING TRADEMARK APPLICATIONS
Trademark Atty. Docket Serial Filing
Description Number Country Number Date Status
----------- ------------ ------- ------ ------ ------
III. TRADEMARK LICENSES
Registration Effective Expiration
Number Xxxx Country Licensor Licensee Date Date
------------ ---- ------- -------- -------- --------- ----------
