EXHIBIT 10.2
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of December
, 1998 is made by QUANTUM NORTH AMERICA, INC., a Delaware corporation
("Borrower"), in favor of FOOTHILL CAPITAL CORPORATION, a California corporation
("Secured Party").
RECITALS
A. Borrower and Secured Party have entered into that certain Loan and
Security Agreement, dated as of even date herewith (as amended and as otherwise
amended, restated, modified, supplemented, refinanced, renewed, or extended from
time to time, the "Loan Agreement"), pursuant to which Secured Party has agreed
to make certain financial accommodations to Borrower, and pursuant to which
Borrower has granted to Secured Party a security interest in (among other
things) all general intangibles of Borrower.
B. Pursuant to the Loan Agreement and as one of the conditions to the
obligations of Secured Party under the Loan Agreement, Borrower has agreed to
execute and deliver this Agreement to Secured Party for filing with the United
States Copyright Office and with any other relevant recording systems in any
domestic jurisdiction, and as further evidence of and to effectuate Secured
Party's existing security interests in the copyrights and other general
intangibles described herein.
ASSIGNMENT
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Borrower hereby agrees in favor of Secured Party
as follows:
1. DEFINITIONS; INTERPRETATION.
(a) CERTAIN DEFINED TERMS. As used in this Agreement, the following
terms shall have the following meanings:
"COPYRIGHT COLLATERAL" has the meaning set forth in SECTION 2.
"COPYRIGHTS" has the meaning set forth in SECTION 2.
"EVENT OF DEFAULT" shall have the meaning ascribed thereto in the Loan
Agreement.
"LIEN" means any pledge, security interest, assignment, charge or
encumbrance, lien (statutory or other), or other preferential arrangement
(including any agreement to give any security interest).
1
"OBLIGATIONS" shall have the meaning ascribed thereto in the Loan
Agreement.
"BORROWER" shall have the meaning ascribed to such term in the
introductory paragraph of this Agreement.
"UCC" means the Uniform Commercial Code as in effect from time to time
in the State of California.
"UNITED STATES" and "U.S." each mean the United States of America,
including all territories thereof and all protectorates thereof.
(b) TERMS DEFINED IN UCC. Where applicable and except as otherwise
defined herein, terms used in this Agreement shall have the meanings ascribed to
them in the UCC.
(c) INTERPRETATION. In this Agreement, except to the extent the
context otherwise requires:
(i) Any reference to a Section or a Schedule is a reference to a
section hereof, or a schedule hereto, respectively, and to a subsection or
a clause is, unless otherwise stated, a reference to a subsection or a
clause of the Section or subsection in which the reference appears.
(ii) The words "hereof," "herein," "hereto," "hereunder" and the
like mean and refer to this Agreement as a whole and not merely to the
specific Section, subsection, paragraph or clause in which the respective
word appears.
(iii) The meaning of defined terms shall be equally applicable to
both the singular and plural forms of the terms defined.
(iv) The words "including," "includes" and "include" shall be
deemed to be followed by the words "without limitation."
(v) References to agreements and other contractual instruments
shall be deemed to include all subsequent amendments, restatements,
supplements, refinancings, renewals, extensions, and other modifications
thereto and thereof.
(vi) References to statutes or regulations are to be construed as
including all statutory and regulatory provisions consolidating, amending
or replacing the statute or regulation referred to.
(vii) Any captions and headings are for convenience of reference
only and shall not affect the construction of this Agreement.
(viii) Capitalized words not otherwise defined herein shall have
the respective meanings ascribed to them in the Loan Agreement.
2
(ix) In the event of a direct conflict between the terms and
provisions of this Agreement and the Loan Agreement, it is the intention of
the parties hereto that both such documents shall be read together and
construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be
resolved as aforesaid, the terms and provisions of the Loan Agreement shall
control and govern; PROVIDED, HOWEVER, that the inclusion herein of
additional -------- ------- obligations on the part of Borrower and
supplemental rights and remedies in favor of Secured Party (whether under
California law or applicable federal law), in each case in respect of the
Copyright Collateral, shall not be deemed a conflict with the Loan
Agreement.
2. SECURITY INTEREST.
(a) ASSIGNMENT AND GRANT OF SECURITY. Borrower, as security for the
payment and performance of the Obligations, hereby grants, assigns, transfers
and conveys to Secured Party a continuing security interest in all of Borrower's
right, title and interest in, to and under the following property, whether now
existing or hereafter acquired or arising or in which Borrower now has or
hereafter acquires or develops an interest and wherever the same may be located
(the "Copyright Collateral"):
(i) all copyrights, rights, titles and interests in and to
published and unpublished works of authorship that Borrower owns or uses in
its business or will in the future adopt and so use, and all copyrights in
any original or derivative works of authorship and all works protectable by
copyright that are presently, or in the future may be, owned, created,
authored (excluding all works for hire created by Borrower for any other
Person), acquired or used (whether pursuant to a license or otherwise) by
Borrower, in whole or in part (collectively, the "Copyrights"), all
copyright registrations and applications for copyright registration that
have heretofore been or may hereafter be issued thereon or applied for in
the United States, including registrations, recordings, supplemental
registrations and pending applications for registration in the United
States Copyright Office (the "Registrations"), all common law and other
rights in and to the Copyrights throughout the world, including all
copyright licenses (collectively, the "Copyright Rights"), 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 and the
right (but not the obligation) to xxx or bring proceedings in the name of
Borrower or in the name of Secured Party for past, present and future
infringements or violations of the Copyrights, Registrations and Copyright
Rights, and recover damages for past, present and future infringements or
violations thereof, and all rights corresponding thereto throughout the
world, including:
(A) all of Borrower's right, title and interest in and to all
copyrights or rights or interests in copyrights registered or recorded
in the
3
United States Copyright Office, including the Registrations listed on
SCHEDULE A attached hereto, as the same may be amended or supplemented
pursuant hereto from time to time;
(B) all of Borrower's right, title and interest in and to all
renewals and extensions of any such copyrights, including renewals or
extensions of the Registrations listed on SCHEDULE A attached hereto,
that may be secured under the law now or hereafter in force and
effect;
(C) all of Borrower's right, title and interest to make and
exploit all derivative works based on or adopted from all works
covered by any of the Copyright Collateral; and
(D) all of Borrower's right, title and interest pursuant to or
under licensing or other contracts in favor of Borrower pertaining to
copyrights and works protectable by copyright presently or in the
future owned or used by third parties;
(ii) all inventions, designs, registrations, trade secrets,
proprietary rights, corporate or other business records, computer programs,
source codes, object codes, data bases and all other intangible personal
property at any time used in connection with the businesses of Borrower
(referred to herein as "Proprietary Rights");
(iii) all general intangibles (as defined in the UCC) and all
intangible intellectual or other similar property of Borrower of any kind
or nature, whether now owned or hereafter acquired or developed, associated
with or arising out of any of the Copyrights, Registrations, Copyright
Rights or Proprietary Rights and not otherwise described above; and
(iv) all proceeds of any and all of the foregoing Copyright
Collateral (including license royalties, rights to payment, accounts
receivable and proceeds of infringement suits) and, to the extent not
otherwise included, all payments under insurance (whether or not Secured
Party 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 Copyright Collateral. For purposes of this Agreement, the term
"proceeds" includes whatever is receivable or received when Copyright
Collateral or proceeds are sold, licensed, collected, exchanged or
otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes, without limitation, all rights to payment,
including returned premiums, with respect to any insurance relating
thereto.
(b) CONTINUING SECURITY INTEREST. Borrower agrees that this Agreement
shall create a continuing security interest in the Copyright Collateral which
shall remain in effect until terminated in accordance with SECTION 17.
4
(c) INCORPORATION INTO LOAN AGREEMENT. This Agreement shall be fully
incorporated into the Loan Agreement and all understandings, agreements and
provisions contained in the Loan Agreement shall be fully incorporated into this
Agreement. Without limiting the foregoing, the Copyright Collateral described in
this Agreement shall constitute part of the Collateral in the Loan Agreement.
(d) PERMITTED LICENSING. Anything in the Loan Agreement or this
Agreement to the contrary notwithstanding, Borrower may license to any other
Person the Copyright Collateral on a non-exclusive basis, free and clear of
Secured Party's security interest (other than its security interest in the
proceeds of such license).
3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Secured Party and for the benefit of Secured Party, in each case to the best of
its knowledge, information, and belief, the following:
(a) TRUE AND COMPLETE LIST. Set forth in SCHEDULE A is a true and
complete list of all Copyrights, Registrations, and Copyright Rights owned,
held, or used (whether pursuant to a license or otherwise) by Borrower, in whole
or in part;
(b) POWERS. Borrower has full power, authority and legal right to
pledge and to grant to Secured Party a security interest in all right, title,
and interest of Borrower in and to the Copyright Collateral pursuant to this
Agreement, and to execute, deliver and perform its obligations in accordance
with the terms of this Agreement, without the consent or approval of any other
Person except as already obtained;
(c) VALIDITY. Each of the Registrations of Borrower referred to in
SCHEDULE A is valid, subsisting and enforceable, and Borrower has properly
complied in all material respects with all applicable statutory and regulatory
requirements, including all notice requirements, in connection with each of such
Registrations, and, no claim has been made that the use of any of such
Copyrights does or may infringe or otherwise violate the rights of any third
Person, except as set forth in Schedule 5.10 of the Loan Agreement;
(d) TITLE. Borrower has rights in and good title to the Copyright
Collateral shown on the schedules hereto as being owned by it, is the sole and
exclusive owner of the entire and unencumbered right, title and interest in and
to such Copyright Collateral, free and clear of any Liens (other than Liens in
favor of Secured Party); for any Copyright Collateral for which Borrower is
either a licensor or a licensee pursuant to a license or licensing agreement
regarding such Copyright Collateral, each such license or licensing agreement is
in full force and effect, Borrower is not in material default of any of its
obligations thereunder and, other than (i) the parties to such licenses or
licensing agreements, or (ii) in the case of any non-exclusive license or
license agreement entered into by Borrower or any such licensor regarding such
Copyright Collateral, the parties to any other such non-exclusive licenses or
license agreements entered into by Borrower or any such licensor with any other
Person, no other Person has any rights in or to any of such Copyright
Collateral;
5
(e) NO VIOLATION. The execution, delivery and performance by Borrower
of this Agreement do not violate any provision of law or the articles of
incorporation or by-laws of Borrower or result in a breach of or constitute a
default under any contract, obligation, indenture or other instrument to which
Borrower is a party or by which Borrower may be bound;
(f) AUTHORIZATION. This Agreement has been duly authorized, executed
and delivered, and constitutes a legal, valid and binding agreement of Borrower
enforceable in accordance with its terms; and
(g) SECRECY. Borrower has taken and will continue to take all
reasonable steps to protect the secrecy of all trade secrets relating to any of
its unpublished Copyright Collateral and its Proprietary Rights.
4. COVENANTS. Borrower covenants that so long as this Agreement shall be in
effect, Borrower shall:
(a) FURTHER ACTS. On a continuing basis, make, execute, acknowledge
and deliver, and file and record in the proper filing and recording places, all
such instruments and documents, including appropriate financing and continuation
statements and security agreements, and take all such action as may be necessary
or advisable or may be requested by Secured Party to carry out the intent and
purposes of this Agreement, or for assuring, confirming or protecting the grant
or perfection of the security interest granted or purported to be granted
hereby, to ensure Borrower's compliance with this Agreement or to enable Secured
Party to exercise and enforce its rights and remedies hereunder with respect to
the Copyright Collateral. Without limiting the generality of the foregoing
sentence, Borrower:
(i) hereby authorizes Secured Party in its sole discretion if
Borrower refuses to execute and deliver, or fails timely to execute and
deliver, any of the documents it is requested to execute and deliver by
Secured Party, to modify this Agreement without first obtaining Borrower's
approval of or signature to such modification by amending SCHEDULE A hereof
to include a reference to any right, title or interest ---------- in any
existing Copyright, Registration or Copyright Right or any Copyright,
Registration or Copyright Right acquired or developed by Borrower after the
execution hereof, or to delete any reference to any right, title or
interest in any Copyright, Registration or Copyright Right in which
Borrower no longer has or claims any right, title or interest; and
(ii) hereby authorizes Secured Party, in its sole discretion, to
file one or more financing or continuation statements, if Borrower refuses
to execute and deliver, or fails timely to execute and deliver, any such
amendment thereto it is requested to execute and deliver by Secured Party,
any amendments thereto, relative to all or any portion of the Copyright
Collateral, without the signature of Borrower where permitted by law;
6
(b) COMPLIANCE WITH LAW. Comply, in all material respects, with all
applicable statutory and regulatory requirements in connection with any and all
of the Copyright Collateral that is the subject of the Registrations and give
such notice of copyright, prosecute such material claims, and do all other acts
and take all other measures which, in Borrower's reasonable business judgment,
may be necessary or desirable to preserve, protect and maintain such Copyright
Collateral and all of Borrower's rights therein, including diligently prosecute
any material copyright application pending as of the date of this Agreement or
thereafter;
(c) COMPLIANCE WITH AGREEMENT. Comply with each of the terms and
provisions of this Agreement, and not enter into any agreement (for example, a
license agreement) which is inconsistent with the obligations of Borrower under
this Agreement without Secured Party's prior written consent; and
(d) LIEN PROTECTION. Not permit the inclusion in any contract to which
Borrower becomes a party of any provision that could or might impair or prevent
the creation of a security interest in favor of Secured Party in Borrower's
rights and interest in any property included within the definitions of the
Copyrights, Registrations and Copyright Rights acquired under such contracts.
5. NEW COPYRIGHTS, REGISTRATIONS AND COPYRIGHT RIGHTS. If Borrower shall
obtain rights to or develop any new works protectable by copyright, or become
entitled to the benefit of any Copyright Rights, Registration or application for
Registration not described on the schedules hereto, or any renewals or extension
of any Copyright, Copyright Rights or Registration, the provisions of this
Agreement shall automatically apply thereto. Borrower shall give Secured Party
written notice (a) of any such work or such rights of material value to Borrower
or the operation of its businesses and (b) any such Registration, applications
for Registration or renewal or extension of any Copyright. Concurrently with its
filing of an application for any Registration for any Copyright, Borrower shall
execute and deliver a supplement to this Agreement in form and substance
satisfactory to the Secured Party (or, at the election of Secured Party, a new
Copyright Security Agreement substantially in the form of this Agreement and
otherwise in form and substance satisfactory to the Secured Party), pursuant to
which Borrower shall grant and reaffirm its grant of a security interest to the
extent of its interest in such Registration as provided herein to Secured Party,
and Borrower shall cause such agreement to be recorded in the offices and
jurisdictions indicated by Secured Party.
6. COPYRIGHT REGISTRATION, RENEWAL AND LITIGATION.
(a) REGISTRATION. Except to the extent otherwise permitted under the
Loan Agreement, Borrower shall have the duty diligently to make any application
for Registration on any existing or future unregistered but copyrightable works
that are material to Borrower's business or operations and to do any and all
acts which are reasonably necessary or desirable to preserve, renew and maintain
all rights in all Copyrights, Registrations and Copyright Rights; PROVIDED,
HOWEVER, that Borrower shall not be obligated
7
to renew any Obsolete Copyrights. Any expenses incurred in connection therewith
shall be borne solely by Borrower. Except as otherwise permitted in the Loan
Agreement or this SECTION 6(A), Borrower shall not do any act or omit to do any
act whereby any of the Copyright Collateral may become abandoned or fall into
the public domain or fail to renew any Copyright, Registration or Copyright
Right owned by Borrower without the prior written consent of Secured Party.
(b) PROTECTION. Except as provided in SECTION 8 and notwithstanding
SECTION 1, Borrower shall have the right and obligation to commence and
diligently prosecute in its own name, as real party in interest, for its own
benefit and at its own expense, such suits, proceedings or other actions for
infringement or other damage as are in its reasonable business judgment
necessary to protect the Copyright Collateral or any of Borrower's rights
therein. Borrower shall provide to Secured Party any information with respect
thereto requested by Secured Party. Secured Party shall provide at Borrower's
expense all necessary cooperation in connection with any such suit, proceeding
or action including joining as a nominal party if Secured Party shall have been
satisfied that it is not incurring any risk of liability because of such
joinder. Borrower shall provide at its expense representation acceptable to
Secured Party for the common interest of Borrower and Secured Party with respect
to such proceedings.
(c) NOTICE. Borrower shall, promptly upon its becoming aware thereof,
notify Secured Party in writing of the institution of, or any adverse
determination in, any proceeding, application, suit or action of any kind
described in SECTION 6(A) OR 6(B), or regarding Borrower's claim of ownership in
any of the Copyrights, Registrations or Copyright Rights, its right to register
the same, or its right to keep and maintain such registration, whether before
the United States Copyright Office or any United States court or governmental
agency. Borrower shall provide promptly to Secured Party any information with
respect thereto requested from time to time by Secured Party.
7. REMEDIES. Following the occurrence and during the continuation of an
Event of Default, Secured Party shall have all rights and remedies available to
it under the Loan Agreement and the other Loan Documents and applicable law
(which rights and remedies are cumulative) with respect to its security
interests in any of the Copyright Collateral or any other Collateral. Borrower
agrees that such rights and remedies include the right of Secured Party as a
secured party to sell or otherwise dispose of its Collateral after default,
pursuant to UCC Section 9504. Borrower agrees that Secured Party shall at all
times have such royalty free licenses, to the extent permitted by law, for any
Copyright, Copyright Rights, Proprietary Right and any other Copyright
Collateral that is reasonably necessary to permit the exercise of any of Secured
Party's rights or remedies upon the occurrence and during the continuation of an
Event of Default with respect to (among other things) any asset of Borrower in
which Secured Party has a security interest, including Secured Party's rights to
sell or license general intangibles, inventory, tooling or packaging which is
acquired by Borrower (or its successors, permitted assignees, or trustee in
bankruptcy). In addition to and without limiting any of the foregoing, upon the
occurrence and during the continuance of an Event of Default, Secured Party
shall have the right but shall in no way be obligated to
8
bring suit, or to take such other action as Secured Party deems necessary or
advisable, in the name of Borrower or Secured Party, to enforce or protect any
Copyright, Registration, Copyright Right or Proprietary Right, and any license
thereunder, in which event Borrower shall, at the request of Secured Party, do
any and all lawful acts and execute any and all documents required by Secured
Party in aid of such enforcement. To the extent that Secured Party shall elect
not to bring suit to enforce any Copyright, Registration, Copyright Rights,
Proprietary Right, or any license thereunder, Borrower, in the exercise of its
reasonable business judgment, agrees to use all reasonable measures and its
diligent efforts, whether by action, suit, proceeding or otherwise, to prevent
the infringement, misappropriation or violation thereof by others and for that
purpose agrees diligently to maintain any action, suit or proceeding against any
Person necessary to prevent such infringement, misappropriation or violation.
8. AUTHORIZATION. If Borrower fails to comply with any of its obligations
hereunder, Secured Party may do so in Borrower's name or in Secured Party's
name, but at Borrower's expense, and Borrower hereby agrees to reimburse Secured
Party in full upon demand for all reasonable expenses, including reasonable
attorneys fees, incurred by Secured Party in protecting, defending and
maintaining any of the Copyright Collateral or any right, title or interest of
Borrower or Secured Party therein. Borrower hereby appoints Secured Party, and
authorizes, directs and empowers Secured Party to make, constitute and appoint
any officer or agent of Secured Party as Secured Party may select, in its
exclusive discretion, as the true and lawful attorney-in-fact of Borrower, with
the power, (a) if Borrower refuses or fails to do so timely, to execute in the
name of Borrower any financing statement or other instrument and any
modification, supplement or amendment to this Agreement or any supplemental
Copyright Security Agreement described in SECTIONS 4(A) OR 5 hereof, and do such
other acts on Borrower's behalf, that Secured Party may deem necessary or
advisable to accomplish the purposes hereof, and (b) upon the occurrence and
during continuation of any Event of Default, (i) to endorse Borrower's name on
all applications, documents, papers and instruments necessary for Secured Party
to use any of the Copyright Collateral, (ii) to assert or retain any rights
under any license agreement for any of the Copyright Collateral, including any
rights of Borrower arising under Section 365(n) of the Bankruptcy Code, and
(iii) to grant or issue any exclusive or nonexclusive license under any of the
Copyright Collateral to anyone else, or as may be necessary for Secured Party to
assign, pledge, convey or otherwise transfer title in or dispose of any of the
Copyright Collateral or any other collateral to anyone else. Borrower hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. This power of attorney is coupled with an interest and is irrevocable
until termination of this Agreement.
9. NOTICES. All notices and other communications hereunder to or from
Secured Party and Borrower shall be in writing and shall be mailed, sent or
delivered in accordance with the Loan Agreement.
10. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, except to the
extent that the validity or perfection of the security interests hereunder in
respect of any Copyright
9
Collateral are governed by federal law, in which case such choice of California
law shall not be deemed to deprive Secured Party of such rights and remedies as
may be available under federal law.
11. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Loan Agreement,
together with the Schedules and Exhibits hereto and thereto, which are
incorporated herein by this reference, contains the entire agreement of the
parties with respect to the subject matter hereof and supersede all prior drafts
and communications relating to such subject matter. Neither this Agreement nor
any provision hereof may be modified, amended or waived except by the written
agreement of the parties, as provided in the Loan Agreement. Notwithstanding the
foregoing, Secured Party may re-execute this Agreement, modify, amend or
supplement the Schedules hereto or execute a supplemental Copyright Security
Agreement, as provided herein, and the terms of any such modification,
amendment, supplement or supplemental Copyright Security Agreement shall be
deemed to be incorporated herein by this reference.
12. SEVERABILITY. If one or more provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect in any jurisdiction or
with respect to any party, such invalidity, illegality or unenforceability in
such jurisdiction or with respect to such party shall, to the fullest extent
permitted by applicable law, not invalidate or render illegal or unenforceable
any such provision in any other jurisdiction or with respect to any other party,
or any other provisions of this Agreement.
13. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of this Agreement by telefacsimile shall be
equally as effective as delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile also shall deliver an original executed counterpart of this
Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement
14. LOAN AGREEMENT. Borrower acknowledges that the rights and remedies of
Secured Party with respect to the security interest in the Copyright Collateral
granted hereby are more fully set forth in the Loan Agreement and the other Loan
Documents and all such rights and remedies are cumulative.
15. NO INCONSISTENT REQUIREMENTS. Borrower acknowledges that this Agreement
and the other Loan Documents may contain covenants and other terms and
provisions variously stated regarding the same or similar matters, and Borrower
agrees that all such covenants, terms and provisions are cumulative and all
shall be performed and satisfied in accordance with their respective terms.
10
16. TERMINATION. Upon the final payment in full in cash of the Obligations
and the full and final termination of any commitment to extend any financial
accommodations under the Loan Agreement, this Agreement shall terminate, and
Secured Party shall execute and deliver such documents and instruments and take
such further action reasonably requested by Borrower, at Borrower's expense, as
shall be necessary to evidence termination of the security interests granted by
Borrower to Secured Party hereunder.
[Remainder of page intentionally left blank]
11
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.
QUANTUM NORTH AMERICA, INC.,
a Delaware corporation
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
------------------------------------
Name
----------------------------------
Title:
---------------------------------
S-1
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 1998, before me, ______________________________, Notary Public,
personally appeared , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
--------------------------------------------
Signature
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 1998, before me, ______________________________, Notary Public,
personally appeared , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
--------------------------------------------
Signature
[SEAL]
S-2
SCHEDULE A
COPYRIGHT REGISTRATIONS
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
Borrower Country of Registered Registration Registration
Registration Copyright Date Number
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
COPYRIGHT APPLICATIONS
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
Borrower Country of Application for Application Application
Application Copyright Date Number
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
---------------------- -------------------- -------------------- -------------------- ----------------------
*Note: Reference Attached Form TX Applications, application number to be
provided upon receipt from Copyright Office.
A-1
