Exhibit 10.44
COPYRIGHT ASSIGNMENT - KF-DELAWARE
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This Copyright Assignment (as the same may be restated, amended or modified from time to time, this "Assignment") is dated as of March 12, 1998 by and
---------- between KF-DELAWARE, INC. (the "Assignor"), and BANK OF AMERICA NATIONAL TRUST &
-------- SAVINGS ASSOCIATION, as agent (the "Agent") for the Secured Creditors (as
----- hereinafter defined). Unless otherwise defined in Section 1, terms defined in the Credit Agreement (as defined below) are used herein as therein defined.
R E C I T A L S:
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A. Pursuant to the Credit Agreement, dated as of even date herewith, among IMPAC Group, Inc. (the "Company"), AGI Incorporated ("AGI"), Klearfold,
------- --- Inc. ("Klearfold", and together with AGI, each a "L/C Borrower" and
--------- ------------ collectively, the "L/C Borrowers"), the financial institutions from time to time
------------- party thereto (the "Lender") and the Agent (as from time to time restated,
------ amended or modified, the "Credit Agreement"), the Lender have agreed to extend
---------------- certain credit to the Company and the L/C Borrowers;
B. Pursuant to the Guaranty, dated as of even date herewith (as from time to time amended or modified, the "Guaranty"), the Assignor has jointly and
-------- severally guaranteed to the Secured Creditors the payment when due of all obligations and liabilities of the Company and the L/C Borrowers under or with respect to the Secured Debt Agreements (as defined below) to which the Company and the L/C Borrowers is a party;
C. The Assignor may from time to time be party to one or more Swap Contracts relating to the Revolving Loans (each such Swap Contract with a Swap Creditor (as defined below), a "Secured Swap Contract") with Bank of America
--------------------- National Trust & Savings Association ("BofA"), in its individual capacity, any
---- Lender or syndicate of financial institutions organized by BofA, or an affiliate of BofA or any Lender (even if BofA, or any such Lender ceases to be a Lender under the Credit Agreement for any reason) and any institution that participates in, and in each case their subsequent assigns, such Secured Swap Contract (collectively, the "Swap Creditors"); and
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D. The Assignor may from time to time incur Indebtedness pursuant to Section 8.05(i) of the Credit Agreement as an account party to one or more letters of credit (a "Section 8.05 L/C Obligation") (each such Section 8.05
--------------------------- obligation with a L/C Creditor (as defined below), a "Secured Letter of
----------------- Credit") issued by BofA or a Lender, in each case in its individual capacity (even if BofA or such Lender ceases to be a Lender under the Credit Agreement for any reason) and any institution that participates in, and in each case their subsequent assigns, such Secured Letter of Credit (collectively, the "L/C
--- Creditors"); and - ---------
E. As a condition to entering into a Secured Debt Agreement and extending credit under such Secured Debt Agreement, the Secured Creditors have required that the Assignor grant to the Agent, for the ratable benefit of itself and the Secured Creditors, a security interest in the Collateral (as defined below) on the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS AND EFFECT.
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1.1. General Terms. The following shall have (unless otherwise provided
------------- elsewhere in this Assignment) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
"Agent" has the meaning ascribed to it in the Preamble.
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"Assignment" has the meaning ascribed to it in the Preamble.
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"Assignor" has the meaning ascribed to it in the Preamble.
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"BofA" has the meaning ascribed to it in the Recitals.
----
"Collateral" has the meaning ascribed to it in Section 2.
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"Company" has the meaning ascribed to it in the Recitals.
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"Copyrights" has the meaning ascribed to it in Section 2.
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"Credit Agreement" has the meaning ascribed to it in the Recitals.
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"Event of Default" means any Event of Default under, and as defined in, the
---------------- Credit Agreement, or any payment default, after any applicable grace period, under any Secured Debt Agreement.
"Guaranty" has the meaning ascribed to it in the Recitals.
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"L/C Creditor" has the meaning ascribed to it in the Recitals.
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"Lender" has the meaning ascribed to it in the Recitals.
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"Licenses" has the meaning ascribed to it in Section 2.
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"Related Documents" means, collectively, all documents and things in the
----------------- Assignor's possession related to the production and sale by the Assignor, or any Affiliate, Subsidiary, licensee
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or subcontractor thereof, of products or services sold by or under the authority of the Assignor in connection with the Copyrights or Licenses.
"Section" means a numbered section of this Assignment, unless another
------- document is specifically referenced.
"Secured Creditors" means, collectively, the Agent, each Lender, each L/C
----------------- Creditor and each Swap Creditor.
"Secured Debt Agreements" means, collectively, the Credit Agreement and the
----------------------- other Loan Documents, each Secured Letter of Credit and each Secured Swap Contract.
"Secured Letter of Credit" has the meaning ascribed to it in the Recitals.
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"Secured Obligations" means, collectively, (i) all "Obligations" as
------------------- defined in the Guaranty, (ii) the payment when due of all obligations of the Assignor to Swap Creditors pursuant to any Secured Swap Contract and the due performance and compliance with all the terms of the Secured Swap Contracts by the Assignor and (iii) the payment when due of all obligations of the Assignor to L/C Creditors pursuant to any Secured Letter of Credit and the due performance and compliance with all the terms of the Secured Letter of Credit by the Assignor.
"Secured Swap Contract" has the meaning ascribed to it in the Recitals.
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"Security Agreement" means the Security Agreement, dated as of even date
------------------ herewith, among the Subsidiary Guarantors, including the Assignor, and the Agent, as the same may be restated, amended or modified from time to time.
"Swap Creditor" has the meaning ascribed to it in the Recitals.
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2. GRANT OF SECURITY INTEREST.
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The Assignor hereby grants to the Agent, for the benefit of itself and the Secured Creditors, a security interest in all of the Assignor's right, title and interest in and to all of its now owned or existing and hereafter acquired or arising property described as follows (collectively, the "Collateral") to secure
---------- the complete and timely payment, performance and satisfaction of the Secured Obligations:
(a) all United States and foreign copyrights, including, without
limitation, copyrights listed on Exhibit A hereto, and applications
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therefor and renewals thereof and all income, royalties, damages and
payments now and hereafter due and/or payable under and with respect to all
United States and foreign copyrights including, without limitation, damages
and payments for past and future infringements thereof (all of the
foregoing are sometimes hereinafter individually and/or collectively
referred to as the "Copyrights");
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(b) to the extent permitted by the relevant agreement but subject to
Section 9-318 of the
Illinois Uniform Commercial Code, all rights under or
interest in any
Copyright License Agreementswith any other party, whether
the Assignor is a licensee or licensor under any such license agreement,
including, without limitation, those copyright license agreements listed on
Exhibit B attached hereto and made a part hereof, and the right to prepare
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for sale and sell any and all inventory now or hereafter owned by the
Assignor and now or hereafter covered by such licenses (all of the
foregoing are hereinafter referred to collectively as the "Licenses");
(c) the Related Documents; and
(d) all proceeds, including, without limitation, insurance proceeds,
of any of the foregoing.
3. REPRESENTATIONS AND WARRANTIES.
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The Assignor represents and warrants to the Agent and the Secured Creditors that:
3.1. Principal Location. As of the date hereof, the Assignor's mailing
------------------ address, and the location of ...