EXHIBIT 10.14
COPYRIGHT SECURITY AGREEMENT
WHEREAS, Avatar Systems, Inc, a Texas corporation ("Grantor") owns the
Copyright registrations and Copyright applications listed on Schedule I annexed
hereto, and is a party to the Copyright Licenses listed on Schedule I annexed
hereto; and
WHEREAS, Grantor and Bank One, Texas, N.A. ("Lender") are parties to an
Amended and Restated Loan Agreement dated as of July 10, 2000 (as the same may
be amended and in effect from time to time, the "Loan Agreement"); and
WHEREAS, pursuant to the terms of the Security Agreement dated as of
July 10, 2000 (as the same may be amended and in effect from time to time, the
"Security Agreement"), between Grantor and Lender (in such capacity, together
with its successors in such capacity, "Grantee"), Grantor has granted to Grantee
a security interest in substantially all the assets of Grantor including all
right, title and interest of Grantor in, to and under all now owned and
hereafter acquired Copyrights (as defined in the Security Agreement), Copyright
registrations, Copyright applications and Copyright Licenses (as defined in the
Security Agreement), together with the goodwill of the business symbolized by
Grantor's Copyrights and all proceeds thereof, to secure, inter alia the payment
and performance of the Secured Obligations (as therein defined);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the "Copyright Collateral"),
whether presently existing or hereafter created or acquired:
(1) each Copyright, Copyright application and Copyright
registration, together with any reissues, extensions or renewals
thereof, including, without limitation, the Copyright, Copyright
registrations and Copyright applications referred to in Schedule I
annexed hereto, and all of the goodwill of the business connected with
the use of, and symbolized by, each Copyright, Copyright registration
and Copyright application;
(2) each Copyright License and all of the goodwill of the
business connected with the use of, and symbolized by, each Copyright
License; and
(3) all Products and proceeds of the foregoing, including,
without limitation, any claim by Grantor against third parties for
past, present or future (a) infringement or dilution of any Copyright
or Copyright registration including, without limitation, the Copyright
and Copyright registrations referred to in Schedule I annexed hereto,
the Copyright registrations issued with respect to the Copyright
applications referred in Schedule I and the' Copyright licensed under
the Copyright License, or (b) injury to the goodwill associated with
any Copyright, Copyright registration or Copyright licensed under any
Copyright License.
This security interest is granted in conjunction with the security
interests granted to Grantee pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security interest in the Copyright Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.
COPYRIGHT SECURITY AGREEMENT - PAGE 1
IN WITNESS WHEREOF, Grantor has caused this Copyright Security
Agreement to be duly executed by its duly authorized officer as of the 10th day
of July, 2000.
GRANTOR:
AVATAR SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
Acknowledged:
BANK ONE TEXAS, N.A.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
COPYRIGHT SECURITY AGREEMENT - PAGE 2
ACKNOWLEDGMENT
STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
On the ____ day of July, 2000, before me personally appeared Xxxxxx X.
Xxxxxx, Xx., to me personally known or proved to me on the basis of satisfactory
evidence to be the person described in and who executed the foregoing instrument
as President of Avatar Systems, Inc., a Texas corporation who being by me duly
sworn, did depose and say that he is President of Avatar Systems, Inc.; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that the 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.
(Seal)
---------------------------------
Notary Public
My commission expires:
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COPYRIGHT SECURITY AGREEMENT-Acknowledgement
ACKNOWLEDGMENT
STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
On the ____ of July, 2000, before me personally appeared Xxxx X.
Xxxxxxxx, to me personally known or proved to me on the basis of satisfactory
evidence to be the person described in and who executed the foregoing instrument
as Vice President of Bank One, Texas, N.A., who being by me duly sworn, did
depose and say that he is Vice President of Bank One, Texas, N.A., the national
banking association described in and which executed the foregoing instrument;
that the said instrument was signed and sealed on behalf of said national
banking association under due authority granted by such national banking
association; that he signed his name thereto by like order; and that he
acknowledged said instrument to be the free act and deed of said national
banking association.
(Seal)
---------------------------------
Notary Public
My commission expires:
------------------------------
COPYRIGHT SECURITY AGREEMENT-Acknowledgement
SCHEDULE I
TO THE COPYRIGHT SECURITY AGREEMENT
EXECUTED AS OF JULY 10, 2000,
BY AND BETWEEN
BANK ONE, TEXAS, N.A. and AVATAR SYSTEMS, INC.
U.S. COPYRIGHT REGISTRATIONS OWNED BY AVATAR SYSTEMS, INC.
Title Registration Nos.
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Accounting System TX 2,437,320
S/36 Marketing and Investor Service Program TX 2,437,321 and TX 3,145,466
Land and Lease Records System TX 2,439,324
S/36 Land and Lease Records Program TX 2,451,109 and TX 3,145,465
Payroll System TX 2,45 1,110
S/36 Marketing Contract Administration Program TX 2,451,136 and TX 3,145,463
Payroll System TX 2,451,137
Windfall Profits Tax TX 2,451,139
S/36 Production Program TX 2,451,140 and TX 3,145,468
S/36 Oil and Gas Accounting Program TX 2,506,209 and TX 3,145,467
S/36 Minerals Management Service Program TX 3,145,464
AS/400 Oil First Purchaser Program TX 3,145,462
Gas First Purchaser AS/400 TX 3,269,726
Marketing Contract Administration AS/400 TXu 509,540
Land and Lease Records AS/400 TXu 510,273
Production AS/400 TXu 510,784
Oil and Gas Accounting AS/400 TXu 531,280
COPYRIGHT SECURITY AGREEMENT-Schedule I
