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EXHIBIT 10.53
COPYRIGHT SECURITY AGREEMENT
WHEREAS, Dove Entertainment, Inc., a California corporation
("Borrower"), and each Subsidiary of Borrower whose name appears at the foot
hereof (collectively the "Grantors") now own or hold and may hereafter acquire
or hold certain copyrights and rights under copyright with respect to certain
movies-of-the-week, television programs, films, videotapes or other programs
produced for television release or for release in any other medium, shown on
network, free and cable, pay and/or other television medium (including, without
limitation, first-run syndication), certain written works, books and other
published material, and sound recordings and audiobooks, in each case whether
recorded on film, videotape, cassette, cartridge, disc, audio cassette or on or
by any other means, method, process or device whether now owned or hereafter
developed, including, without limitation, those United States copyright
registrations listed on Schedule 1 hereto (the "Product") as such Schedule may
be amended from time to time by the addition of copyrights subsequently arising
or acquired;
WHEREAS, pursuant to that certain Credit, Security, Guaranty and
Pledge Agreement, dated as of November 4, 1997, (as the same may be amended,
modified or otherwise supplemented from time to time, the "Credit Agreement"),
among the Borrower, the Corporate Guarantors named therein and The Chase
Manhattan Bank (the "Lender"), the Lender has agreed to make loans to the
Borrower;
WHEREAS, pursuant to the terms of the Credit Agreement, the Grantors
granted to the Lender a security interest in all of the personal property of the
Grantors including all right, title and interest of the Grantors in, to and
under any copyright or copyright license whether now existing or hereafter
arising or acquired, and all proceeds thereof to secure the payment of the
Obligations (as such term is defined in the Credit Agreement);
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, Grantors do, as security for the
Obligations, hereby grant to the Lender a continuing security interest in all
the Grantors' right, title and interest in and to each and every item of
Product, the scenario, screenplay or script upon which an item of Product is
based, all of the properties thereof, tangible and intangible, and all domestic
and foreign copyrights and all other rights therein and thereto, of every kind
and character, whether now in existence or hereafter to be made or produced, and
whether or not in possession of such Grantors, including with respect to each
and every item of Product and without limiting the foregoing language, each and
all of the following particular rights and properties (to the extent they are
owned or hereafter created or acquired by Grantors):
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(i) all scenarios, screenplays and/or scripts at every stage
thereof;
(ii) all common law and/or statutory copyright and other rights in
all literary and other properties (hereinafter called "said literary
properties") which form the basis of each item of Product and/or which are
and/or will be incorporated into each item of Product, all component parts
of each item of Product consisting of said literary properties, all rights
in and to the story, all treatments of said story and said literary
properties, together with all preliminary and final screenplays used and
to be used in connection with the item of Product, and all other literary
material upon which the item of Product is based or from which it is
adapted;
(iii) all rights in and to all music and musical compositions used
and to be used in each item of Product, including, each without
limitation, all rights to record, rerecord, produce, reproduce or
synchronize all of said music and musical compositions in and in
connection therewith;
(iv) without limitation, all exposed film, developed film,
positives, negatives, prints, positive prints, answer prints, special
effects, preparing materials (including interpositives, duplicate
negatives, internegatives, color reversals, intermediates, lavenders, fine
grain master prints and matrices, and all other forms of pre-print
elements), sound tracks, cutouts, trims and any and all other physical
properties of every kind and nature relating to such item of Product,
whether in completed form or in some state of completion, and all masters,
duplicates, drafts, versions, variations and copies of each thereof, in
all formats whether on film, videotape, disk or otherwise and all music
sheets and promotional materials relating to such item of Product
(collectively, the "Physical Materials");
(v) all collateral, allied, subsidiary and merchandising rights
appurtenant or related to each item of Product including, without
limitation, the following rights: all rights to produce remakes or sequels
or prequels to each item of Product based upon each item of Product, said
literary properties or the theme of each item of Product and/or the text
or any part of said literary properties; all rights throughout the world
to broadcast, transmit and/or reproduce by means of television (including
commercially sponsored, sustaining and subscription or "pay" television)
or by any process analogous thereto, now known or hereafter devised, each
item of Product or any remake or sequel or prequel to the item of Product;
all rights to produce primarily for television or similar use a motion
picture or series of motion pictures, by use of film or any other
recording device or medium now known or hereafter devised, based upon each
item of Product, said literary properties or any part thereof, including,
without limitation, based upon any script, scenario or the like used in
each item of Product; all merchandising rights including, without
limitation, all rights to use, exploit and license others to use and
exploit any and all commercial tieups of any kind arising out of or
connected with said literary properties, each item of Product, the title
or titles of each item of Product, the characters of each item
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of Product or said literary properties and/or the names or characteristics
of said characters and including further, without limitation, any and all
commercial exploitation in connection with or related to each item of
Product, any remake or sequel thereof and/or said literary properties;
(vi) all statutory copyrights, domestic and foreign, obtained or to
be obtained on items of Product, together with any and all copyrights
obtained or to be obtained in connection with each item of Product or any
underlying or component elements of each item of Product, including, in
each case without limitation, all copyrights on the property described in
subparagraphs (i) through (v) inclusive, of this paragraph, together with
the right to copyright (and all rights to renew or extend such copyrights)
and the right to xxx in the name of any of the Grantors' names for past,
present and future infringements of copyright;
(vii) all insurance policies and completion bonds connected with
each item of Product and all proceeds which may be derived therefrom;
(viii) all rights to distribute, sell, rent, license the exhibition
of and otherwise exploit and turn to account each item of Product, the
Physical Materials and rights in and to said story, other literary
material upon which each item of Product is based or from which it is
adapted, and said music and musical compositions used or to be used in
each item of Product;
(ix) any and all sums, proceeds, money, products, profits or
increases, including money profits or increases (as those terms are used
in the New York Uniform Commercial Code (the "UCC") or otherwise) or other
property obtained or to be obtained from the distribution, exhibition,
sale or other uses or dispositions of each item of Product or any part of
each item of Product, including, without limitation, all proceeds,
profits, products and increases, whether in money or otherwise, from the
sale, rental or licensing of each item of Product and/or any of the
elements of each item of Product including from collateral, allied,
subsidiary and merchandising rights;
(x) the dramatic, nondramatic, stage, television, radio and
publishing rights, title and interest in and to each item of Product, and
the right to obtain copyrights and renewals of copyrights therein;
(xi) the name or title of each item of Product and all rights of
such Grantor to the use thereof, including, without limitation, rights
protected pursuant to trademark, service xxxx, unfair competition and/or
the rules and principles of any other applicable statutes, common law, or
other rule or principle of law;
(xii) any and all contract rights and/or chattel paper which may
arise in connection with each item of Product;
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(xiii) all accounts and/or other rights to payment which such
Grantor presently owns or which may arise in favor of such Grantor in the
future, including, without limitation, any refund under a completion
guaranty, all accounts and/or rights to payment due from exhibitors in
connection with the distribution of each item of Product, and from
exploitation of any and all of the collateral, allied, subsidiary,
merchandising and other rights in connection with each item of Product;
(xiv) any and all "general intangibles" (as that term is defined in
the UCC) not elsewhere included in this definition, including, without
limitation, any and all general intangibles consisting of any right to
payment which may arise in the distribution or exploitation of any of the
rights set out herein, and any and all general intangible rights in favor
of such Grantor for services or other performances by any third parties,
including actors, writers, directors, individual producers and/or any and
all other performing or nonperforming artists in any way connected with
each item of Product, any and all general intangible rights in favor of
such Grantor relating to licenses of sound or other equipment, licenses
for any photograph or photographic process, and all general intangibles
related to the distribution or exploitation of each item of Product
including general intangibles related to or which grow out of the
exhibition of each item of Product and the exploitation of any and all
other rights in each item of Product set out in this definition;
(xv) any and all goods, including inventory (as that term is
defined in the UCC), which may arise in connection with the creation,
production or delivery of each item of Product and which goods pursuant to
any production or distribution agreement or otherwise are owned by such
Grantor;
(xvi) all and each of the rights, regardless of denomination, which
arise in connection with the creation, production, completion of
production, delivery, distribution, or other exploitation of each item of
Product, including, without limitation, any and all rights in favor of
such Grantor, the ownership or control of which are or may become
necessary or desirable, in the opinion of the Lender, in order to complete
production of each item of Product in the event that the Agent exercises
any rights it may have to take over and complete production of each item
of Product;
(xvii) any and all documents issued by any pledgeholder or bailee
with respect to the item of Product, or any Physical Materials (whether or
not in completed form) with respect thereto;
(xviii)any and all production accounts or other bank accounts
established by such Grantor with respect to such item of Product;
(xix) any and all rights of such Grantor under contracts relating to
the production or acquisition of each item of Product; and
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(xx) any and all rights of such Grantor under any agreement entered
into by such Grantor pursuant to which such Grantor has sold, leased,
licensed or assigned distribution rights or other exploitation rights to
any item of Product to an unaffiliated person;
(all of the foregoing items or types of property, whether presently existing or
hereafter arising or acquired, shall be referred to herein collectively as the
"Collateral").
Each of the Grantors agrees that if any person, firm, corporation or
other entity shall do or perform any acts which the Lender believes constitute a
copyright infringement of the photoplay or of any of the literary, dramatic or
musical material contained in the Product, or constitute a plagiarism, or
violate or infringe any right of any Grantor or the Lender therein or if any
person, firm, corporation or other entity shall do or perform any acts which the
Lender believes constitute an unauthorized or unlawful distribution, exhibition,
or use thereof, then and in any such event, upon 30 days' prior written notice
to such Grantor, while an Event of Default under the Credit Agreement is
continuing, the Lender may and shall have the right to take such steps and
institute such suits or proceedings as the Lender may deem advisable or
necessary to prevent such acts and conduct and to secure damages and other
relief by reason thereof, and to generally take such steps as may be advisable
or necessary or proper for the full protection of the rights of the parties. The
Lender may take such steps or institute such suits or proceedings in its own
name or in the name of such Grantor or in the names of the parties jointly. The
Lender hereby agrees to give the applicable Grantor notice of any steps taken,
or any suits or proceedings instituted, by the Lender pursuant to this
paragraph.
This security interest is granted in conjunction with the security
interests granted to the Lender pursuant to the Credit Agreement. Each Grantor
does hereby further acknowledge and affirm that the rights and remedies of the
Lender with respect to the security interest in the Collateral made and granted
hereby are subject to, and more fully set forth in, the Credit Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein.
This Copyright Security Agreement is made for collateral purposes
only. At such time as all of the Loans under the Credit Agreement shall have
been repaid in full, the Commitments (including any commitment to issue any
Letter of Credit) shall have terminated and all Letters of Credit shall have
expired or been terminated or cancelled, the Lender shall execute and deliver to
such Grantors, at the Borrower's or the applicable Grantor's expense, without
representation, warranty or recourse, all releases and reassignments,
termination statements and other instruments as may be necessary or proper to
terminate the security interest of the Lender in the Collateral, subject to any
disposition thereof which may have been made by the Lender pursuant to the terms
hereof or of the Credit Agreement.
The Lender agrees that there will be no assignment of the
Collateral, other than the security interest described herein, unless and until
there shall occur an Event of Default under
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the Credit Agreement and the Lender gives written notice to the applicable
Grantor of its intention to enforce its rights against any of the Collateral.
So long as no Event of Default under the Credit Agreement shall have
occurred and be continuing, and subject to the various provisions of the Credit
Agreement and the other Fundamental Documents to which it is a party, each
Grantor may use, license and exploit the Collateral in any lawful manner.
THIS COPYRIGHT SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Credit Agreement.
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IN WITNESS WHEREOF, the Grantors have caused this Copyright Security
Agreement to be duly executed by its officer thereunto duly authorized as of
November 4, 1997.
DOVE ENTERTAINMENT, INC.
By: /s/ XXXX XXXXXX
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Name:
Title:
DOVE INTERNATIONAL, INC.
By: /s/ XXXX XXXXXX
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Name:
Title:
DOVE FOUR POINT, INC.
By: /s/ XXXX XXXXXX
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Name:
Title:
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Accepted:
THE CHASE MANHATTAN BANK
By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
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STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES )
On the 4th day of November, in the year 1997, before me personally came
Xxxx Xxxxxx, to me known, who, being by me sworn, did say that he is the CFO and
Treasurer of Dove Entertainment, Inc. which corporation is described in, and
which corporation executed the above instrument, and that s/he signed his/her
name by order of the Board of Directors of said corporation.
/s/ XXXXXXXX XXXX SEAL
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Notary Public
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STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES )
On the 4th day of November, in the year 1997, before me personally came
Xxxx Xxxxxx, to me known, who, being by me sworn, did say that he is the CFO and
Treasurer of Dove International, Inc., which corporation is described in, and
which corporation executed the above instrument, and that s/he signed his/her
name by order of the Board of Directors of said corporation.
/s/ XXXXXXXX XXXX SEAL
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Notary Public
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STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES )
On the 4th day of November, in the year 1997, before me personally came
Xxxx Xxxxxx, to me known, who, being by me sworn, did say that he is the CFO and
Treasurer of Dove Four Point, Inc., which corporation is described in, and
which corporation executed the above instrument, and that s/he signed his/her
name by order of the Board of Directors of said corporation.
/s/ XXXXXXXX XXXX SEAL
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Notary Public
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SCHEDULE 1
to Copyright Security Agreement
Title Registration No. Date of Registration
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