EXHIBIT 4.19
SUBSIDIARIES' COPYRIGHT SECURITY AGREEMENT
SUBSIDIARIES' COPYRIGHT SECURITY AGREEMENT, dated as of December 11,
1997, made by each corporation identified in Schedule A hereto (each such
entity, a "Grantor"), in favor of STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, as trustee (in such capacity, the "Trustee") for
holders of the Notes (as hereinafter defined) (the "Noteholders"), pursuant to
the Indenture, dated as of December 11, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Indenture"), among RBX Corporation,
a Delaware corporation, as issuer (the "Company"), Xxxxxxxx Manufacturing
Company, Inc., Xxxxxx-Xxxxx Rubber Custom Mixing Corp., Midwest Rubber Custom
Mixing Corp., OleTex Inc., Rubatex Corporation, Universal Polymer & Rubber
Inc., Universal Rubber Company and Waltex Corporation, as guarantors (the
"Subsidiary Guarantors"), and the Trustee.
WITNESSETH
WHEREAS, the Company will issue 12% Senior Secured Notes due 2003 in
the aggregate principal amount of $100,000,000 (the "Notes") pursuant to the
Indenture;
WHEREAS, it is a requirement of the Indenture that each Grantor
guarantees payment and performance of the Company's obligations under the
Indenture, the Notes and the other Collateral Documents (as defined);
WHEREAS, in satisfaction of such condition, each Grantor has entered
into a Subsidiary Guarantee of even date herewith (as amended, supplemented or
otherwise modified from time to time, the "Subsidiary Guarantees") for the
benefit of the Trustee and the Noteholders;
WHEREAS, each Grantor has executed and delivered the Subsidiaries'
Security Agreement, of even date herewith (as amended, supplemented or
otherwise modified from time to time, the "Subsidiaries' Security Agreement"),
in favor of the Trustee for the benefit of the Noteholders;
WHEREAS, each Grantor owns, or is licensed to use, the Copyrights
and Copyright Licenses (each as hereinafter defined) described on Schedule I
hereto;
WHEREAS, pursuant to the terms of the Subsidiaries' Security
Agreement, each Grantor has mortgaged, pledged and granted to the Trustee, for
the benefit of the Trustee and the Noteholders, a security interest in all
right, title and interest of each Grantor in, to and under the Collateral (as
hereinafter defined), including the property described on Schedule 1 hereto,
whether presently existing or hereafter arising or acquired, and all Proceeds
thereof, including, without limitation, any and all causes of action which may
exist by reason of infringement thereof for the full term of the Copyrights,
to secure the payment of the Obligations (as hereinafter defined);
WHEREAS, for convenience of reference and recordation, but with no
intention to supersede the terms of the Subsidiaries' Security Agreement, the
parties hereto have entered into this Copyright Security Agreement; and
WHEREAS, it is a further requirement of the Indenture that each
Grantor shall have executed and delivered this Copyright Security Agreement to
the Trustee for the benefit of the Trustee and the Noteholders.
NOW, THEREFORE, in consideration of the premises, each Grantor
hereby agrees with the Trustee, for the benefit of the Trustee and the
Noteholders, as follows:
1. Defined Terms.
(1) Unless otherwise defined herein, terms defined in the
Indenture and used herein shall have the meanings given to them in the
Indenture and the following terms, which are defined in the Uniform Commercial
Code in effect in the State of New York on the date hereof, are used herein as
so defined: Accounts, Chattel Paper, Documents, Equipment, General
Intangibles, Goodwill, Instruments, Inventory and Proceeds.
(2) The following terms shall have the following meanings:
"Closing Date": the date of the Indenture.
"Code": the Uniform Commercial Code as from time to time in
effect in the State of New York.
"Collateral": as defined in Section 2 of this Copyright
Security Agreement.
"Copyrights": all of the following to the extent that each
Grantor now or hereafter has any right, title or interest therein: (i) all
United States copyrights in all Works, whether published or unpublished, now
existing or hereafter created or acquired, including, without limitation, the
copyrights in the Works listed in Schedule I hereto, all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, registrations, recordings and applications in the United
States Copyright Office, and (ii) all renewals thereof.
"Copyright Licenses": any agreement, whether written or oral,
naming each Grantor as licensor or licensee, granting any right under any
Copyright, including, without limitation, the agreements described in Schedule
1 hereto.
"Copyright Security Agreement": this Subsidiaries' Copyright
Security Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.
"Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
"Material Adverse Effect": a material adverse effect on (a)
the business, assets, operations, property or condition (financial or
otherwise) of the Company and the Subsidiary Guarantors, taken as a whole, (b)
the ability of the Company or any of the Subsidiary Guarantors, to perform
their respective obligations under the Indenture, the Notes, the Subsidiary
Guarantees, the Registration Rights Agreement and the Collateral Documents,
(c) the validity or the enforceability of the Indenture, the Notes, the
Subsidiary Guarantees, the Registration Rights Agreement or the Collateral
Documents or (d) the rights or remedies of the Trustee, for the benefit of the
Trustee and the Noteholders, hereunder or thereunder.
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"Obligations": as defined as "Guarantee Obligations" in the
Indenture.
"RBX Parties": the Company, the Subsidiary Guarantors and any
new Subsidiary complying with Section 4.14 of the Indenture; individually, a
"RBX Party."
"Requirement of Law": as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination or an
arbitrator or a court of other Governmental Authority, in each case applicable
to or binding upon such Person or any of its material property (including the
properties subject to the Mortgages and Deeds of Trust) or to which such
Person or any of its material property is subject.
"Work": any work which is subject to copyright protection
pursuant to Title 17 of the U.S. Code.
2. Security Interest.
(1) Grant of Security Interest. As collateral security
for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the
Obligations, each Grantor hereby grants to the Trustee for the benefit
of the Trustee and the Noteholders, and their successors and assigns,
a security interest in all of the following property now owned or at
any time hereafter acquired by such Grantor or in which such Grantor
now has or at any time in the future may acquire any right, title or
interest (collectively, the "Collateral"):
(1) all Copyrights;
(2) all Copyright Licenses;
(3) all General Intangibles relating to
Copyrights and Copyright Licenses; and
(4) to the extent not otherwise included, all
Proceeds and products of any and all of the foregoing,
to have and to hold, together with all rights, titles,
interests, powers, privileges and preferences pertaining or incidental thereto
for the benefit of the Noteholders.
(2) No Assumption of Liability. The security interest
in the Collateral is granted as security only and shall not subject
the Trustee to, or in any way alter or modify, any obligation or
liability of any Grantor with respect to or arising out of the
Collateral.
3. Representations and Warranties. Each Grantor hereby
represents and warrants that:
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(1) Copyrights. Schedule 1 hereto includes all
registered U.S. Copyrights owned by each Grantor on the date hereof
and all other Copyrights and Copyright Licenses in Works owned by each
Grantor as of the date hereof which are material to the business of
the Company and its Subsidiaries, taken as a whole. To the best of
each Grantor's knowledge, each Copyright is valid, subsisting,
unexpired, enforceable and has not been abandoned, except to the
extent that the failure to be valid, subsisting, unexpired or
enforceable or the abandonment thereof would not be reasonably likely
to have a Material Adverse Effect. Except as set forth in Schedule I,
none of such Copyrights is the subject of any licensing or franchise
agreement. No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the
validity of any Copyright except for such holdings, decisions or
judgments that would not be reasonably likely to have a Material
Adverse Effect. No action or proceeding is pending seeking to limit,
cancel or question the validity of any Copyright which, if adversely
determined, would be reasonably likely to have a Material Adverse
Effect.
(2) Chief Executive Office. As of the Closing Date,
each Grantor's chief executive office and chief place of business is
located at 0000 XxxxxxXxxx Xxxxx, Xxxxxxx, XX 00000.
4. Covenants. Each Grantor covenants and agrees with the Trustee
and the Noteholders that, from and after the date of this Copyright Security
Agreement until the payment in full or Legal Defeasance of all principal of,
interest on, premium, if any, and Liquidated Damages, if any, with respect to
the Notes and any other Obligations for the payment of money then due and
owing to any Noteholder or the Trustee under the Indenture or any Collateral
Document:
(1) Further Documentation. At any time and from time to
time, upon the written request of the Trustee, and at the sole expense
of each Grantor, each Grantor will promptly and duly execute and
deliver such further instruments and documents and take such further
action as the Trustee may reasonably request for the purpose of
obtaining or preserving the full benefits of this Copyright Security
Agreement and of the rights and powers herein granted.
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(2) Indemnification.
(1) Each Grantor agrees to pay, and to save the
Trustee and the Noteholders harmless from, any and all
liabilities, costs and expenses (including, without
limitation, legal fees and expenses) (1) with respect to, or
resulting from any delay in paying, any and all excise, sales
or other taxes that may be payable or determined to be payable
with respect to any of the Collateral, (2) with respect to, or
resulting from, any delay in complying with any Requirement of
Law applicable to any of the Collateral and (3) in connection
with any of the transactions contemplated by this Copyright
Security Agreement. In any suit, proceeding or action brought
by the Trustee or any Noteholder for any amount owed, each
Grantor will save, indemnify and keep the Trustee and such
Noteholder harmless from and against all expense, loss or
damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction or liability whatsoever
of the account debtor or obligor thereunder, arising out of a
material breach by such Grantor of any obligation thereunder
or arising under any other agreement, indebtedness or
liability at any time owing to or in favor of such account
debtor or its successors from such Grantor. The Trustee may
have separate counsel and the Grantors shall pay the
reasonable fees and expenses of such counsel. The Grantors
need not pay for any settlement made without their consent,
which consent shall not be unreasonably withheld.
(2) Before the Trustee acts or refrains from
acting, it may require an Officers' Certificate or an Opinion
of Counsel or both. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.
(3) Copyrights.
(1) Each Grantor (either itself or through
licensees) will, to the extent consistent with its business
judgment, (A) employ the appropriate notice of copyright for
each published Work subject to copyright protection to the
extent necessary to protect the Copyrights relating to such
Work and (B) not (and not permit any licensee or sublicensee
thereof to) do any act or knowingly omit to do any act whereby
any Copyright material to the business of the Company and its
Subsidiaries taken as a whole may become invalidated.
(2) Each Grantor will notify the Trustee of any
determination by a court or tribunal in the country where a
Copyright is registered or Copyright application is pending
that such Grantor does not own all right, title and interest
to the registered Copyright or Copyright application, or of
any other determination of such court or tribunal relating to
any registered Copyright or Copyright application which would
be reasonably likely to have a Material Adverse Effect,
provided that such Grantor has actual notice of such
determination.
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(3) On the last Business Day of each calendar
year of each Grantor following the Closing Date (or, if the
Trustee reasonably so requests in writing, at such other
times), each Grantor shall provide to the Trustee a document
confirming the Trustee's security interest (for the benefit of
the Trustee and the Noteholders) in the Copyright with respect
to each Work for which such Grantor has registered its
Copyright during such calendar year (or such other applicable
period), duly executed and in proper form for filing in the
Copyright Office or other applicable United States
Governmental Authority. Upon the reasonable request of the
Trustee, each Grantor shall execute and deliver any and all
additional agreements, instruments, documents, and papers as
the Trustee may reasonably request to evidence the Trustee's
security interest (for the benefit of the Trustee and the
Noteholders) in such Copyright, and the Goodwill, Proceeds and
General Intangibles, if any, of such Grantor related thereto
or represented thereby, and each Grantor hereby constitutes
the Trustee its attorney-in-fact to file all such writings for
the purpose of so evidencing the Trustee's security interest
(and the Trustee agrees to notify each Grantor that any such
filing has been made, provided that any failure to so notify
any Grantor shall in no event invalidate any such actions by
the Trustee), all lawful acts of such attorney-in-fact being
hereby ratified and confirmed; such power being coupled with
an interest is irrevocable until the Obligations are paid in
full and have been terminated.
(4) Each Grantor will take all reasonable and
necessary steps, as it shall deem appropriate under the
circumstances in the exercise of its reasonable business
judgment, (A) to maintain and pursue each application filed
(and to obtain the relevant registration) and (B) to maintain
to the extent permitted by law each registration of each
Copyright owned by each Grantor, including, without
limitation, in each case where appropriate, filing of
applications for renewal.
(5) Each Grantor will promptly notify the
Trustee of any material infringement of any Copyright material
to the business of the Company and its Subsidiaries, taken as
a whole, owned by it of which it becomes aware and will take
such actions as it shall reasonably deem appropriate under the
circumstances to protect such Copyright.
5. Limitation on Duties Regarding Preservation of Collateral.
The Trustee's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the Trustee
deals with similar property for its own account. Neither the Trustee, any
Noteholder, nor any of their respective directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
each Grantor or any other Person.
6. Severability. Any provision of this Copyright Security
Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the
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extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
7. Section Headings. The section and subsection headings used
in this Copyright Security Agreement are for convenience of reference only and
are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.
8. No Subrogation. Notwithstanding anything to the contrary in
this Copyright Security Agreement, each Grantor hereby irrevocably waives all
rights which may have arisen in connection with this Copyright Security
Agreement to be subrogated to any of the rights (whether contractual, under
the Bankruptcy Code, including Section 509 thereof, under common law or
otherwise) of the Trustee or the Noteholders against the Company or against
any collateral security or guarantee or right of offset held by the Trustee or
the Noteholders for the payment of the Obligations until all amounts owing to
the Trustee and the Noteholders on account of the Obligations are paid in full
and have been terminated. Each Grantor hereby further irrevocably waives all
contractual, common law, statutory or other rights of reimbursement,
contribution, exoneration or indemnity (or any similar right) from or against
the Company or any other Person which may have arisen in connection with this
Copyright Security Agreement until all amounts owing to the Trustee and the
Noteholders on account of the Obligations are paid in full and have been
terminated. So long as the Obligations remain outstanding, if any amount
shall be paid on or on behalf of the Company to any Grantor on account of any
of the rights waived in this Section 8, such amount shall be held by such
Grantor in trust, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, be turned over to the Trustee for the
benefit of the Trustee and the Noteholders in the exact form received by such
Grantor (duly endorsed by such Grantor to the Trustee, if required), to be
applied against the Obligations, whether matured or unmatured, in such order
as the Trustee may determine.
9. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
None of the terms or provisions of this Copyright Security Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each Grantor and the Trustee, provided that any
provision of this Copyright Security Agreement may be waived by the Trustee
and the Noteholders in a letter or agreement executed by the Trustee or by
telex or facsimile transmission from the Trustee.
(b) Neither the Trustee nor any Noteholder shall by any act
(except by a written instrument pursuant to paragraph 9(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Trustee or any Noteholder, any
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee or any Noteholder of any
right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy which the Trustee or such Noteholder would otherwise
have on any future occasion.
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(c) The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law.
1. Notices. All notices, requests and demands to or upon the
Trustee or any Grantor to be effective shall be in writing (or by telex, fax
or similar electronic transfer confirmed in writing) and shall be deemed to
have been duly given or made: (1) when delivered by hand; (2) if given by
mail, three days after deposited in the mails by certified mail, return
receipt requested, postage prepaid or (3) if by telex, fax or similar
electronic transfer, when sent and receipt has been confirmed, addressed as
follows:
(1) if to the Trustee, at its address or transmission
number for notices provided in Section 13.02 of the Indenture; and
(2) if to a Grantor, at the address or transmission
number for notices to the Company as provided in Section 13.02 of the
Indenture.
The Trustee and each Grantor may change their addresses and transmission
numbers for notices by notice in the manner provided in Section 13.02 of the
Indenture.
10. Successors and Assigns. This Copyright Security Agreement
shall be binding upon the successors and assigns of the Grantors and shall
inure to the benefit of the Trustee and the Noteholders and their successors
and assigns.
11. Submission To Jurisdiction; Waivers. Each Grantor hereby
irrevocably and unconditionally:
(1) submits for itself and its property in any legal
action or proceeding relating to this Copyright Security Agreement,
the Subsidiaries' Security Agreement and the other Collateral
Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York, and
appellate courts from any thereof;
(2) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
(3) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to each Grantor at the address set forth in Section 13.02 of
the Indenture or at such other address of which the Trustee shall have
been notified pursuant thereto;
(4) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or
shall limit the right to xxx in any other jurisdiction; and
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(5) waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 12 any special, exemplary,
punitive or consequential damages.
12. Acknowledgments. Each Grantor hereby acknowledges that:
(1) it has been advised by counsel in the negotiation,
execution and delivery of this Copyright Security Agreement, the
Subsidiaries' Security Agreement and the other Collateral Documents to
which it is a party;
(2) neither the Trustee nor any Noteholder has any
fiduciary relationship with or duty to it or any other RBX Party
arising out of or in connection with this Copyright Security
Agreement, the Subsidiaries' Security Agreement or any of the other
Collateral Documents, and the relationship between the Trustee and
Noteholders, on one hand, and the RBX Parties, on the other hand, in
connection herewith or therewith is solely that of debtor and
creditor; and
(3) no joint venture is created hereby or by the other
Collateral Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Noteholders, the Trustee or the RBX
Parties.
13. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS COPYRIGHT SECURITY AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.
14. GOVERNING LAW. THIS COPYRIGHT SECURITY AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF.
15. Authority of Trustee. Each Grantor acknowledges that the
rights and responsibilities of the Trustee under this Copyright Security
Agreement with respect to any action taken by the Trustee or the exercise or
non-exercise by the Trustee of any option, right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this
Copyright Security Agreement shall, as between the Trustee and the
Noteholders, be governed by the Indenture, but, as between the Trustee and any
Grantor, the Trustee shall be conclusively presumed to be acting as agent for
the Noteholders with full and valid authority so to act or refrain from
acting, and such Grantor shall not be under any obligation, or entitlement, to
make any inquiry respecting such authority.
16. Incorporation of Subsidiaries' Security Agreement
Provisions. Each Grantor hereby acknowledges and affirms that the rights and
remedies of the Trustee with respect to the security interest in the
Collateral made and granted hereby are more fully set forth in the
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Subsidiaries' Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. Nothing in
this Copyright Security Agreement shall defer or impair the attachment or
perfection of any security interest in any collateral covered by the
Subsidiaries' Security Agreement which would attach or be perfected pursuant
to the terms thereof without action by each Grantor or any other Person.
17. Release of Collateral and Termination.
(1) Upon the payment in full or Legal Defeasance of all
principal of, interest on, premium, if any, and Liquidated Damages, if
any, with respect to the Notes and all Obligations for the payment of
money then due and owing to any Noteholder or the Trustee under the
Indenture and the Collateral Documents, the Collateral shall be
released from the Liens created hereby, and this Copyright Security
Agreement and all obligations (other than those expressly stated to
survive such termination) of the Trustee and each Grantor hereunder
shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert
to each Grantor. Upon request of any Grantor following any such
termination, the Trustee shall deliver (at the sole cost and expense
of such Grantor) to such Grantor any Collateral held by the Trustee
hereunder, and execute and deliver (at the sole cost and expense of
such Grantor) to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.
(2) If any of the Collateral shall be sold, transferred
or otherwise disposed of by any Grantor in a transaction permitted by
the Indenture, then the Trustee shall execute and deliver to such
Grantor (at the sole cost and expense of such Grantor) all releases,
termination statements or other documents reasonably necessary for the
release of the Liens created hereby on such Collateral.
18. Contradictory Provisions. In the event any one or more of
the provisions of this Copyright Security Agreement shall be found in a final
judgment of any New York State court or Federal court of the United States of
America sitting in New York City and any appellate court from any thereof, to
contradict or otherwise limit any provision in the Indenture, the provision in
the Indenture shall control.
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IN WITNESS WHEREOF, the undersigned have caused this Copyright
Security Agreement to be duly executed and delivered as of the date first
above written.
XXXXXXXX MANUFACTURING COMPANY, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
XXXXXX-XXXXX RUBBER CUSTOM MIXING CORP.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
MIDWEST RUBBER CUSTOM MIXING CORP.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
OLETEX INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
RUBATEX CORPORATION
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
UNIVERSAL POLYMER & RUBBER INC.
S-1
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
UNIVERSAL RUBBER COMPANY
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
WALTEX CORPORATION
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
S-2
[NAME OF GRANTOR]
STATE OF )
) ss.:
COUNTY OF )
On the _______ day of November, 1997, before me personally
came ________, to me personally known and known to me to be the person
described in and who executed the foregoing instrument as _________ of
________________ , who, being by me duly sworn, did depose and say that he
resides at ________; that he is ____________ of _____ _______________, one of
the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that said instrument was signed and sealed
on behalf of said corporation by order of its Board of Directors; that he
signed his name thereto by like order; and that he acknowledged said
instrument to be the free act and deed of said corporation.
---------------------------------------
Name:
[NOTARIAL SEAL]
S-3
Schedule 1
to Copyright Security Agreement
-------------------------------
COPYRIGHT AND COPYRIGHT LICENSES
--------------------------------
None.
Schedule A
to Copyright Security Agreement
-------------------------------
GRANTORS
--------
Xxxxxxxx Manufacturing Company, Inc.
Xxxxxx-Xxxxx Rubber Custom Mixing Corp.
Midwest Rubber Custom Mixing Corp.
OleTex Inc.
Rubatex Corporation
Universal Polymer & Rubber Inc.
Universal Rubber Company
Waltex Corporation
