Copyright Security Agreement between Grantors and Bank of America, N.A. as Agent
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Summary
This agreement, dated March 11, 2003, is between several affiliated companies (the Grantors) and Bank of America, N.A., acting as agent for lenders. The Grantors pledge their copyrights and related rights as collateral to secure obligations under a credit agreement with the bank. The agreement details the types of copyright assets covered and affirms the bank's security interest in these assets. It also includes conditions to avoid conflicts with other contracts. The agreement is part of a broader financing arrangement involving a credit agreement and guaranty.
EX-10.9S 47 d54629_ex10-9s.txt COPYRIGHT SECURITY AGREEMENT Exhibit 10.9(s) COPYRIGHT SECURITY AGREEMENT This COPYRIGHT SECURITY AGREEMENT (the "Agreement") made as of this 11th day of March, 2003 by the parties set forth on the signature page hereto (each, a "Grantor" and collectively, "Grantors") in favor of Bank of America, N.A., in its capacity as Agent for the Lenders party to the Credit Agreement (defined below) ("Grantee"): W I T N E S S E T H WHEREAS, PEI Holdings, Inc. ("PEI"), Grantee and Lenders are parties to a certain Credit Agreement of even date herewith (as the same may be amended or otherwise modified from time to time, the "Credit Agreement"), providing for extensions of credit to be made to or for the benefit of PEI by Lenders; WHEREAS, pursuant to a Master Corporate Guaranty of even date herewith (as the same may be amended, modified or supplemented from time to time, the "Guaranty") among each Grantor, various affiliates of PEI and Grantee, each Grantor has guaranteed the payment of all obligations of and amounts owing by PEI under the Credit Agreement; and WHEREAS, pursuant to the terms of a certain Security Agreement of even date herewith among each Grantor, various affiliates of PEI and Grantee (as the same may be amended or otherwise modified from time to time, the "Security Agreement"), each Grantor has granted to Grantee, for the benefit of Lenders, a lien on, and security interest in, any and all right, title and interest in, and to the Copyrights (as defined in the Security Agreement), whether now owned or hereafter created, acquired or arising, to secure the payment of all obligations of and amounts owing by PEI under the Credit Agreement and each Grantor's obligations under the Guaranty; NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows: 1. Incorporation of Credit Agreement and Security Agreement. The Credit Agreement and Security Agreement and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All terms capitalized but not otherwise defined herein shall have the same meanings herein as in the Security Agreement. 2. Grant and Reaffirmation of Grant of Security Interests. To secure the payment and performance of the Obligations and each Grantor's obligations under the Guaranty, each Grantor hereby grants to Grantee, for its benefit and the benefit of Lenders, and hereby affirms its grant pursuant to the Security Agreement (which grant shall be deemed to have been made simultaneously herewith) of a lien on, and security interest in, any and all right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the "Copyright Collateral"), whether now owned or hereafter created, acquired or arising: (i) any copyrights, copyright registrations and copyright applications, including without limitation, the United States federal copyright registrations and applications set forth on Schedule A hereto, and all renewals and extensions of any of the foregoing; (ii) all income, damages and payments now and hereafter due or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof; (iii) licenses of any of the foregoing to or from third parties and the royalties and other payments, if any, receivable thereunder; (iv) the right to sue for past, present and future infringements thereof; (v) all rights corresponding thereto throughout the world; and (vi) Proceeds and products of the foregoing. Notwithstanding the foregoing, the Copyright Collateral shall not include any General Intangibles or other rights arising under any contracts, instruments, licenses or other documents to the extent that the grant of a Lien or security interest therein would (a) result in a breach of the terms of, or constitute a default under, such contract, instrument, license, agreement or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any successor provision of the Uniform Commercial Code of any relevant jurisdiction or other applicable law) or (b) give any other party to such contract, instrument, license or other document the right to terminate its obligations thereunder pursuant to a valid and enforceable provision (including without limitation in connection with the operation of Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any other applicable law). -2- IN WITNESS WHEREOF, Grantors have duly executed this Agreement as of the date first written above. AFTER DARK VIDEO, INC. ALTA LOMA DISTRIBUTION, INC. ALTA LOMA ENTERTAINMENT, INC. IMPULSE PRODUCTIONS, INC. INDIGO ENTERTAINMENT, INC. MH PICTURES, INC. MYSTIQUE FILMS, INC. PLAYBOY ENTERTAINMENT GROUP, INC. By /s/ Robert Campbell --------------------------------- Name: Robert Campbell Title Treasurer PRECIOUS FILMS, INC. WOMEN PRODUCTIONS, INC. By /s/ Robert Campbell --------------------------------- Name: Robert Campbell Title: Treasurer Agreed and Accepted As of the Date First Written Above BANK OF AMERICA, N.A. as Agent By: /s/ David A. Johanson ------------------------------ Its: David A. Johanson Vice President -3- ACKNOWLEDGMENT STATE OF Illinois ) ) SS COUNTY OF Cook ) I, Ivana Del Real, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT Robert Campbell, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his free and voluntary act and as the free and voluntary act of the corporations set forth on the signature page of the foregoing instrument for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 11th day of March, 2003. /s/ Ivana Del Real ---------------------------------------- Notary Public My Commission Expires: 9-27-05 [SEAL] -4- ACKNOWLEDGMENT STATE OF Illinois ) ) SS COUNTY OF Cook ) I, Ivana Del Real, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT David A. Johanson of Bank of America, N.A., a Vice President, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free and voluntary act and as the free and voluntary act of said Bank of America, N.A. for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 11th day of March, 2003. /s/ Ivana Del Real ---------------------------------------- Notary Public My Commission Expires: 9-27-05 [SEAL] -5- SCHEDULE A CD-ROM
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- ---------- (1) Distribution for PLAYBOY'S EROTIC WEEKEND GETAWAYS is The Sharper Image and Playboy exclusively until its general release by Uni on 8/16/93. (2) Distribution for PLAYBOY FANTASIES II was originally The Playboy Products Catalog. Its general release by HBO was on 11/20/90. (3) Distribution for AROUSAL, FOREPLAY & ORGASM is The Sharper Image and Playboy exclusively until its general release by Uni, which is currently scheduled for 10/24/95. (4) Distribution for TANTRIC LOVEMKING is The Sharper Image and Playboy exclusively until its general release by Uni, which is scheduled for 5/96.
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- ---------- (5) Distribution for PLAYBOY HOW TO REAWAKEN YOUR SEXUAL POWERS is The Sharper Image and Playboy exclusively until its general release by Uni, which was 11/10/93. (6) Distribution for PLAYBOY INTIMATE WORKOUT FOR LOVERS is The Sharper Image and Playboy exclusive until its general release by Uni on 8/13/92. (7) Distribution for PLAYBOY LOVE, SEX & INTIMACY ... for new relationships is The Sharper Image and Playboy exclusively until its general release by Uni, which was 8/10/94.
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- ---------- (8) Distribution for PLAYBOY 101 WAYS TO EXCITE YOUR LOVER is The Sharper Image and Playboy exclusively until its general release by UNI on 3/10/93.
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- ---------- (9) Original certificate indicated registration as 02/27/92; however, Copyright Office corrected their error and issued a replacement certificate indicating copyright registration date as 11/13/91
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- ---------- (10) Distribution for PLAYBOY SECRETS OF EURO MASSAGE was originally The Sharper Image and Playboy Products exclusively. Its general release by HBO was on 10/10/90. (11) Distribution for PLAYBOY SECRETS OF MAKING LOVE ... TO THE SAME PERSON FOREVER was originally The Sharper Image and Playboy exclusively. Its general release by HBO was on 8/14/91. (12) Distribution for PLAYBOY SECRETS OF MAKING LOVE ... TO THE SAME PERSON FOREVER II is The Sharper Image and Playboy exclusively until its general release by Uni on 11/16/94 (13) Distribution for PLAYBOY SENSUAL FANTASY FOR LOVERS is The Sharper Image and Playboy exclusively until its general release by Uni on 5/18/94 (14) Distribution for PLAYBOY SENSUAL PLEASURES OF ORIENTAL MASSAGE was originally The Sharper Image and Playboy Products exclusively. It's general release by HBO was on 11/7/91.
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- ---------- (15) Distribution for 10 SECRETS FOR GREATER SENSUAL PLEASURE is The Sharper Image and Playboy exclusively until its general release by Uni.
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- ---------- (16) Distribution for PLAYBOY'S ULTIMATE SENSUAL MASSAGE is The Sharper Image and Playboy exclusively until its general release by HBO, which was currently tentatively scheduled for 11/01/91. Never released by HBO. Released by Uni 1/13/93.
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- ---------- (17) A video created for direct marketing purposes
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- ---------- (18) The Copyright Office does not consider this as a "published" work even though it aired SuperBowl Sunday, 1/28/96, because being published means that physical copies of the program have been distributed.
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- ---------- (19) Unrated version of "Cover Me" copyrighted in South Africa file No. 95/0196 effective 10/10/95; registration expires 12/31/2045
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- ---------- (20) There is no "unrated" version of this production. Unpublished 1/2" version registered in South Africa, registration no. 94/0176 effective 11/7/94, date of registration 2/8/95, expiration date 12/31/2044
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