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EXHIBIT 10.15
COPYRIGHT SECURITY AGREEMENT
WHEREAS, SNELLING AND SNELLING, INC., a Pennsylvania corporation
("Grantor"), owns the Copyright registrations and Copyright applications listed
on Schedule 1 annexed hereto and is a party to the Copyright Licenses listed on
Schedule 1 annexed hereto; and
WHEREAS, Grantor, the lenders named therein ("Banks") and The First
National Bank of Boston, as agent for Banks ("Secured Party") are parties to
that certain Credit Agreement dated as of January 31, 1996 (as the same may be
amended and in effect from time to time, the "Credit Agreement"), providing for
extensions of credit to be made to Grantor by Secured Party and the other
Banks; and
WHEREAS, pursuant to the terms of the Borrower Security Agreement
dated as of January 31, 1996 (as said Agreement may be amended and in effect
from time to time, the "Security Agreement"), between Grantor and Secured
Party, Grantor has granted to Secured Party a security interest in certain
assets of Grantor including all right, title and interest of Grantor in, to and
under all now owned and hereafter acquired Copyrights (as defined in the
Security Agreement), Copyright registrations, Copyright applications and
Copyright Licenses (as defined in the Security Agreement), together with the
goodwill of the business symbolized by Grantor's Copyrights and all proceeds
thereof, to secure the payment of all Obligations (as such term is defined in
the Credit Agreement);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Secured Party a continuing security interest in all of Grantor's right, title
and interest in, to and under the following (all of the following items or
types of property being herein collectively referred to as the "Copyright
Collateral"), whether presently existing or hereafter created or acquired:
(1) each Copyright, Copyright application and Copyright
registration, together with any reissues, extensions or renewals
thereof, including, without limitation, the Copyrights, Copyright
registrations and Copyright applications referred to in Schedule 1
annexed hereto, and all of the goodwill of the business connected with
the use of, and symbolized by, each Copyright, Copyright registration
and Copyright application;
(2) each Copyright License and all of the goodwill of the
business connected with the use of, and symbolized by, each Copyright
License, including, without limitation, each Copyright License
referred to in Schedule 1 annexed hereto; and
(3) all products and proceeds of the foregoing,
including, without limitation, any claim by Grantor against third
parties for past, present or future (a) infringement or dilution of
any Copyright or Copyright registration including, without limitation,
the Copyright and Copyright registrations referred to in Schedule 1
annexed hereto, the
COPYRIGHT SECURITY AGREEMENT - Page 1
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Copyright registrations issued with respect to the Copyright
applications referred in Schedule 1 and the Copyrights licensed under
the Copyright Licenses, or (b) injury to the goodwill associated with
any Copyright, Copyright registration or Copyright licensed under any
Copyright License.
This security interest is granted in conjunction with the security interests
granted to Secured Party pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Secured Party with
respect to the security interest in the Copyright Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.
IN WITNESS WHEREOF, Grantor has caused this Copyright Security
Agreement to be duly executed by its duly authorized officer as of the 31st day
of January 1996.
Acknowledged:
GRANTOR: SECURED PARTY:
SNELLING AND SNELLING, INC. THE FIRST NATIONAL BANK OF BOSTON,
as Agent
By: /s/ J. RUSSELL CREWS By: /s/ WILLIAM C. PURINTON
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Name: J. Russell Crews Name: William C. Purinton
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Title: Senior Vice President Title: Vice President
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COPYRIGHT SECURITY AGREEMENT - Page 2
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ACKNOWLEDGMENT
STATE OF TEXAS
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COUNTY OF DALLAS )
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On the 31st day of January, 1996 before me personally appeared J.
Russell Crews, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as Senior Vice President of Snelling and Snelling, Inc.
who being by me duly sworn, did depose and say that he is Senior Vice President
of Snelling and Snelling, Inc., the corporation described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that the said
instrument was signed and sealed on behalf of said corporation by order of its
Board of Directors; that he signed his name thereto by like order; and that he
acknowledged said instrument to be the free act and deed of said corporation.
/s/ GREGORY J. HAUSDORF
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{Seal} Notary Public
My commission expires: 06/29/96
ACKNOWLEDGMENT
STATE OF MASSACHUSETTS
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COUNTY OF SUFFOLK )
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On the 30th day of January, 1996 before me personally appeared William
C. Purinton, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as Vice President of The First National Bank of Boston who
being by me duly sworn, did depose and say that he is Vice President of The
First National Bank of Boston, the corporation described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that the said
instrument was signed and sealed on behalf of said corporation by order of its
Board of Directors; that he signed his name thereto by like order; and that he
acknowledged said instrument to be the free act and deed of said corporation.
JOAN BAIRD
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{Seal} Notary Public
My commission expires: June 18, 1999
COPYRIGHT SECURITY AGREEMENT - Page 3