COPYRIGHT COLLATERAL AGREEMENT
This 24th day of February, 1998, Eagle-Picher Industries, Inc., an Ohio
corporation ("Assignor") with its principal place of business and mailing
address at 250 East Fifth Street, Cincinnati, Ohio 45202, in consideration of
ten dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, assigns, mortgages and pledges to
ABN AMRO Bank N.V., a bank organized under the laws of The Netherlands, acting
as agent for the Secured Creditors under that certain Security Agreement
referred to below, with its mailing address at 1325 Avenue of the Americas, New
York, New York 10019, and its successors and assigns ("Assignee"), and grants to
Assignee a continuing security interest in, the following property:
(i) Each copyright and copyright application listed on Schedule
A-1 hereto and all works of authorship and other intellectual property
rights therein; and
(ii) Each copyright license listed on Schedule A-2 hereto and all
royalties and other sums due or to become due under or in respect of
each such copyright license, together with the right to sue for and
collect all such royalties and other sums; and
(iii) All proceeds of the foregoing, including without limitation
any claim by Assignor against third parties for damages by reason of
past, present or future infringement of any copyright listed on Schedule
A-1 hereto or of any copyright licensed under a copyright license listed
on Schedule A-2 hereto, in each case together with the right to sue for
and collect said damages;
in each case, to secure performance of all Obligations of Assignor as set out in
that certain Security Agreement bearing even date herewith by and between
Assignor and Assignee (the "Agreement").
Assignor does hereby further acknowledge and affirm that the rights and
remedies of Assignee with respect to the assignment, mortgage, pledge and
security interest in the copyrights, copyright applications and copyright
licenses made and granted hereby are more fully set forth in the Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein.
All terms defined in the Agreement, whether by reference or otherwise,
when used herein, shall have their respective meanings set forth therein, unless
the context requires otherwise.
IN WITNESS WHEREOF, Assignor has caused this Agreement to be duly
executed as of the date and year last above written.
EAGLE-PICHER INDUSTRIES, INC.
(CORPORATE SEAL)
By /s/ ANDRIES RUIJSSENAARS
__________________________
Its President
______________________
ATTEST:
ANDRIES RUIJSSENAARS
---------------------------
(Type or Print Name)
/s/ JAMES A. RALSTON
- -------------------------------
Its Secretary
ABN AMRO BANK N.V., as agent
/s/ JAMES A. RALSTON
- -------------------------------
(Type or Print Name)
By /s/ GREGORY D. AMOROSO / /s/ PAUL WIDUCH
___________________________________
Its Group Vice President GVP
-------------------------------
GREGORY D. AMOROSO PAUL WIDUCH
-----------------------------------
(Type or Print Name)
-2-
STATE OF New York )
_______________ )
) SS
COUNTY OF New York )
________________ )
I, Catherine Jones, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that Andries Ruijssenaars, President of
Eagle-Picher Industries, Inc., an Ohio corporation, and James A. Ralston,
Secretary of said corporation, who are personally known to me to be the same
persons whose names are subscribed to the foregoing instrument as such President
and _______________ Secretary, respectively, appeared before me this day in
person and acknowledged that they signed and delivered the said instrument as
their own free and voluntary act and as the free and voluntary act and deed of
said corporation for the uses and purposes therein set forth; and the said
________________ Secretary then and there acknowledged that he, as custodian of
the corporate seal of said corporation, did affix the corporate seal of said
corporation to said instrument as his own free and voluntary act and as the
free and voluntary act of said corporation, for the uses and purposes therein
set forth.
Given under my hand and notarial seal, this 24th day of February, 1998.
/s/ Catherine Jones
-------------------------------
(NOTARIAL SEAL) Notary Public
Catherine Jones
-------------------------------
My Commission Expires: (Type or Print Name)
11/17/99
- ---------------------------------
STATE OF New York )
_______________ )
) SS
COUNTY OF New York )
________________ )
I, Catherine Jones, a Notary Public in and for said County, in the State
aforesaid, do hereby certify that Gregory D. Amoroso, Group Vice President of
ABN AMRO Bank N.V., a bank organized under the laws of The Netherlands, who is
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such Group Vice President, appeared before me this day
in person and acknowledged that he signed and delivered the said instrument as
his own free and voluntary act and as the free and voluntary act and deed of
said corporation for the uses and purposes therein set forth.
Given under my hand and notarial seal, this 24th day of February, 1998.
/s/ Catherine Jones
-------------------------------
(NOTARIAL SEAL) Notary Public
Catherine Jones
-------------------------------
My Commission Expires: (Type or Print Name)
11/17/99
- ---------------------------------
STATE OF New York )
_______________ )
) SS
COUNTY OF New York )
________________ )
I, Catherine Jones, a Notary Public in and for said County, in the State
aforesaid, do hereby certify that Paul Widuch, Group Vice President of
ABN AMRO Bank N.V., a bank organized under the laws of The Netherlands, who is
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such Group Vice President, appeared before me this day
in person and acknowledged that he signed and delivered the said instrument as
his own free and voluntary act and as the free and voluntary act and deed of
said corporation for the uses and purposes therein set forth.
Given under my hand and notarial seal, this 24th day of February, 1998.
/s/ Catherine Jones
-------------------------------
(NOTARIAL SEAL) Notary Public
Catherine Jones
-------------------------------
My Commission Expires: (Type or Print Name)
11/17/99
- ---------------------------------
SCHEDULE A-1
TO COPYRIGHT COLLATERAL AGREEMENT
U.S. COPYRIGHT NUMBERS
AND PENDING U.S. COPYRIGHT APPLICATION NUMBERS
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U.S.
COPYRIGHT DATE EXPIRATION
NUMBER TITLE OF COPYRIGHT AUTHOR ISSUED DATE
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TX-269-361 Eagle-Picher industrial insulation, 50 EAGLE-PICHER 4/24/79 12/31/2054
years of insulation leadership INDUSTRIES, INC
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TX-540-694 Six reasons why Pre-Co-Floc cellulose EAGLE-PICHER 7/22/80 12/31/2055
fiber filter aids provide superior INDUSTRIES, INC
performance
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TXu-292-266 Eagle-Picher surface analysis program EAGLE-PICHER 8/12/87 12/31/2062
INDUSTRIES, INC.
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TX-37-119 20th Annual National Swimming Pool EAGLE-PICHER
Exposition: November 3-6, 1977, Brooks INDUSTRIES, INC. 3/12/78 12/31/2053
Hall Civil Auditorium, San Francisco,
California: souvenir guide
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TX-173-697 21st Annual National Swimming Pool EAGLE-PICHER
Exposition, November 15-18, 1978, INDUSTRIES, INC. 11/17/78 12/31/2053
Atlanta, Georgia, Georgia World
Congress Center, Hall B: souvenir guide
compliments of Celatom Products
Department
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TX-508-501 1-2-3 reasons why Eagle-Picher EAGLE-PICHER
Floor-dry is America's largest selling INDUSTRIES, INC. 7/14/80 12/31/2055
diatomite floor absorbent
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TX-942-209 Celatom diatomite from Eagle-Picher EAGLE-PICHER 7/19/82 12/31/2057
INDUSTRIES, INC.
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SCHEDULE A-2
TO COPYRIGHT COLLATERAL AGREEMENT
COPYRIGHT LICENSES
-- NONE KNOWN --