Assignment of Patents, Trademarks and Copyrights - Block Communications Inc. and Bank of America NA
ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS
THIS ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS (this "Agreement")
is made as of ______________ ___, 20__ by BLOCK COMMUNICATIONS, INC., an Ohio corporation
(herein referred to as the "Borrower" and a "Grantor"), and EACH OF THE UNDERSIGNED
SUBSIDIARIES OF THE BORROWER (each a "Guarantor" and a "Grantor," and collectively
with the Borrower, the "Grantors") in favor of BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent") for each of the Lenders (as
defined in the Credit Agreement (as defined below)) (the "Secured Parties"). All
capitalized terms used but not otherwise defined herein shall have the respective
meanings assigned thereto in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of May 15,
2002 by and among the Borrower, the Administrative Agent and the Lenders (as from
time to time amended, revised, modified, supplemented, amended and restated, or
replaced, renewed, refunded or refinanced, the "Credit Agreement"), the Lenders
have made available to the Borrower certain term loan facilities and a revolving
credit facility with a letter of credit sublimit and a swing line facility sublimit;
and
WHEREAS, the Borrower and each Guarantor will materially benefit from
the Loans to be made, and the Letters of Credit to be issued, under the Credit Agreement
and each Guarantor is a party to a Guaranty pursuant to which each Guarantor guarantees
the Obligations of the Borrower; and
WHEREAS, each Grantor has entered into that certain Intellectual Property
Security Agreement (by joinder or otherwise) (the "IP Security Agreement") dated
as of May 15, 2002 pursuant to which each Grantor has granted to the Administrative
Agent for the benefit of the Secured Parties a security interest in the Trademarks,
Copyrights, and Patents defined below in order to secure the Secured Obligations
(as defined in the IP Security Agreement).
WHEREAS, each Grantor (a) has adopted, registered and used and is using
the trademarks and service marks (the "Trademarks") identified on Annex I hereto,
and is the owner of the registrations of and pending registration applications for
such Trademarks in the United States Patent and Trademark Office identified on Annex
I hereto, (b) is the owner of and uses the copyright registrations set forth on
Annex II hereto (the "Copyrights"), and (c) is the owner of and uses the patents,
patent registrations and pending registration applications set forth on Annex III
hereto (the "Patents" and together with the Trademarks and the Copyrights, the "Collateral");
and
WHEREAS, the Administrative Agent for the benefit of the Secured Parties
desires to acquire the Trademarks, the Copyrights, and the Patents and the registrations
thereof and applications therefor, as applicable, in connection with the exercise
of its remedies after the occurrence of an Event of Default and pursuant to the
terms of the IP Security Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, each Grantor does hereby assign, sell and transfer unto
the Administrative Agent all right, title and interest in and to the Trademarks,
Copyrights, and Patents, together with (i) the registrations of and applications
therefor, as applicable, (ii) all reissues, divisions, continuations, continuations
in part, substitutes, renewals, and extensions thereof, all improvements thereon,
and all other rights of any kind whatsoever of such Grantor accruing thereunder
or pertaining thereto, (iii) the goodwill of the business symbolized by and associated
with the Trademarks and the registrations thereof, and (iv) the right to sue and
recover for, and the right to profits or damages due or accrued arising out of or
in connection with, any and all past, present or future infringements or dilution
of or damage or injury to the Trademarks, Copyrights, Patents or the registrations
thereof or such associated goodwill.
Each Grantor hereby grants to the Administrative Agent, for the benefit
of the Secured Parties, and notice is hereby given that each Grantor has granted
to the Administrative Agent, for the benefit of the Secured Parties, a first priority
security interest in the Collateral to secure the payment and performance in full
of all Secured Obligations (as defined in the IP Security Agreement) and all obligations
of each Grantor under its respective Guaranty (if applicable) and any other Loan
Documents to which it is a party.
This Agreement is intended to and shall take effect as a sealed instrument
at such time as the Administrative Agent shall complete this instrument by signing
its acceptance of this IP Security Agreement below.
[SIGNATURE PAGES FOLLOW.]
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IN WITNESS WHEREOF, the parties have duly executed this Assignment of
Patents, Trademarks and Copyrights on the day and year first written above.
GRANTORS:
BLOCK COMMUNICATIONS, INC.
BUCKEYE CABLEVISION, INC.
ERIE COUNTY CABLEVISION, INC.
BUCKEYE TELESYSTEM, INC.
CORPORATE PROTECTION SERVICES, INC.
COMMUNITY COMMUNICATION SERVICES, INC.
PG PUBLISHING COMPANY
MONROE CABLEVISION, INC.
LIMA COMMUNICATIONS CORPORATION
WLFI-TV, INC.
INDEPENDENCE TELEVISION COMPANY
TOLEDO AREA TELECOMMUNICATIONS SERVICES, INC.
METRO FIBER & CABLE CONSTRUCTION COMPANY
IDAHO INDEPENDENT TELEVISION, INC.
CARS HOLDING, INC.
ACCESS TOLEDO, LTD.
By: /s/ Allan J. Block
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Allan J. Block
As Managing Director of:
Block Communications, Inc.
As Chairman of:
Buckeye Cablevision, Inc.
Buckeye Telesystems, Inc.
Corporate Protection Services, Inc.
Erie County Cablevision, Inc.
Idaho Independent Television, Inc.
Independence Television Company
Lima Communications Corporation
Monroe Cablevision, Inc.
As President of:
CARS Holding, Inc.
WLFI-TV, Inc.
[continued]
As Vice President of:
Community Communication Services, Inc.
Metro Fiber & Cable Construction Company
PG Publishing Company
Toledo Area Telecommunications Services, Inc.
Access Toledo, Ltd.
The foregoing Assignment of the Patents, Trademarks and Copyrights and
the registrations thereof and registration applications therefor by the Grantors
is hereby accepted as of the --- day of ------------, 20--.
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Derrick C. Bell
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Name: Derrick C. Bell
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Title: Principal
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