1
EXHIBIT 99.3
Copyright Mortgage and Assignment; Power of Attorney dated as
of January 31, 1994, by the Registrant and certain
subsidiaries of the Registrant in favor of Blockbuster
Entertainment Corporation.
2
EXHIBIT 99.3
COPYRIGHT
MORTGAGE AND ASSIGNMENT;
POWER OF ATTORNEY
This COPYRIGHT MORTGAGE AND ASSIGNMENT; POWER OF ATTORNEY is
entered into as of January 31, 1994 by Spelling Entertainment Group Inc.
("SEGI"), Spelling Entertainment Inc. ("SEI"), Aaron Spelling Productions, Inc.
("ASP"), Spelling Films International, Inc. ("SFI"), Spelling Television, Inc.
("STI"), Torand Productions Inc. ("TPI"), Worldvision Enterprises, Inc.
("Worldvision"), Laurel Entertainment, Inc. ("Laurel"), Hamilton Projects, Inc.
("Hamilton"), Laurel TV, Inc. ("LTV"), Laurel-King, Inc. ("LKI"), Laurel EFX,
Inc. ("LEI"), Laurel Pictures Inc. ("LPI") and the other subsidiaries of SEGI
that are parties hereto (each a "GRANTOR" and collectively, "GRANTORS") in
favor of and for the benefit of Blockbuster Entertainment Corporation
("LENDER").
RECITALS
1. SEGI, SEI, ASP, SFI, STI, TPI, Worldvision, Laurel,
Hamilton, LTV, LKI, LEI and LPI (individually a "BORROWER" and collectively the
"BORROWERS") and Lender have entered into a Credit Agreement dated as of
January 31, 1994 (said Credit Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the "Credit
Agreement"; capitalized terms used herein without definition shall have the
meanings assigned those terms in the Credit Agreement);
2. Grantors have executed and delivered a Guaranty dated
as of January 31, 1994 (said Guaranty, as it may hereafter be amended,
supplemented or modified from time to time, being the "GUARANTY") in favor of
Lender, pursuant to which, inter alia, the Grantors have guaranteed the
Guaranteed Obligations (as that term is defined in the Guaranty).
3. Lender and Grantors have entered into a Pledge and
Security Agreement dated as of January 31, 1994 (said Pledge and Security
Agreement, as it may hereafter be amended, supplemented or modified from time
to time, being the "PLEDGE AND SECURITY AGREEMENT") pursuant to which, inter
alia, the Grantors have mortgaged, pledged, assigned and granted to Lender a
continuing security interest in all of the Grantors' rights, titles and
interests (but none of the Grantors' obligations or liabilities with respect
to) in and to the Collateral in order to secure the payment and performance of
the Secured Obligations (as the terms "Collateral" and "Secured Obligations"
are defined in the Pledge and Security Agreement).
1
3
NOW, THEREFORE, KNOW ALL PEOPLE BY THESE PRESENTS that for
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned Grantors do hereby mortgage, assign, grant, convey and transfer for
security to Lender and Lender's successors and assigns, throughout the world,
in perpetuity, all of Grantors' rights, titles and interests of every kind and
nature, without limitation, (but none of Grantors' obligations or liabilities)
in and to (a) all of the copyrights, rights, titles and interests of every kind
and nature without limitation in and to copyrights and works protectable by
copyright, which are presently, or in the future may be, owned, created,
authored (as a work for hire or otherwise), acquired or used (whether pursuant
to a license or otherwise) by Grantors, in whole or in part, and all common law
and other rights and interests in copyrights throughout the world, including
all copyright licenses (the "COPYRIGHT RIGHTS") with respect thereto and all
registrations therefor, heretofore or hereafter granted or applied for, and all
renewals and extensions thereof, throughout the world, including all proceeds
thereof (such as, by way of example and not by limitation, license royalties
and proceeds of infringement suits), the right (but not the obligation) to
renew and extend such copyrights, registrations and Copyright Rights and to
register works protectable by copyright, including, without limitation: (i) all
of Grantors' rights, titles and interests, to the extent that they now have or
hereafter acquire the same, in and to the works listed on SCHEDULE 1 attached
hereto, as the same may be amended from time to time (the "WORKS"); (ii) all of
Grantors' rights, titles and interests, to the extent that they now have or
hereafter acquire the same, in and to all renewals and extensions of the
copyrights in and to the Works that may be secured under the law now or
hereafter in force and effect; and (iii) all of Grantors' rights, titles and
interests, to the extent that they have the same, to make and exploit
derivative works based on or adopted from the Works (the "DERIVATIVE WORKS");
and it being understood and agreed that the foregoing shall include, without
limitation, rights and interests pursuant to licensing or other contracts in
favor of Grantors pertaining to copyrights and works protectable by copyright
presently or in the future owned or used by third-parties; (b) all proceeds of
any and all of the foregoing (including, without limitation, license royalties
and proceeds of infringement suits) and, to the extent not otherwise included,
all payments under insurance (whether or not Lender is the loss payee thereof)
or any indemnity, warranty or guaranty payable by reason of loss or damage to
or otherwise with respect to the foregoing; and (c) to the extent not otherwise
included in the foregoing, all of the "COLLATERAL" described on Schedule 2
attached hereto and incorporated herein by this reference.
Grantors agree that if any person, firm or corporation shall
do or perform any acts which the Lender believes to constitute a copyright
infringement of the Works or any Derivative Work, or constitute a plagiarism,
or violate or
2
4
infringe any rights of Grantors or the Lender therein or if any person, firm or
corporation shall do or perform any acts which the Lender believes to
constitute an unauthorized or unlawful distribution, exhibition, or use
thereof, then and in any such event, the Lender may and shall have the right
(but not the obligation) 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
Grantors, or any of them, or in the names of the parties jointly. Without
limiting the generality of the foregoing, the aforesaid conveyance and
assignment for security includes all prior choses-in-action, at law, in equity
and otherwise, the right to recover all damages and other sums, and the right
to other relief allowed or awarded at law, in equity, by statute or otherwise.
Effective upon occurrence, and during the continuance, of an
Event of Default (as defined in the Credit Agreement), the Grantors hereby
irrevocably constitute and appoint the Lender their lawful attorney-in-fact to
do all acts and things permitted or contemplated by the terms hereof and the
Credit Agreement, the Guaranty, the Pledge and Security Agreement and the other
Credit Documents and this Copyright Mortgage and Assignment is expressly made
subject to the terms and conditions contained in said documents which are
incorporated herein by reference as if set forth in full.
This Copyright Mortgage and Assignment shall be governed by
and construed in accordance with the internal laws of the State of New York and
the United States without regard to the conflicts or choice of law provisions
thereof.
Dated as of January 31, 1994
GRANTORS:
--------
SPELLING ENTERTAINMENT GROUP INC.
By
----------------------------------
Title:
SPELLING ENTERTAINMENT INC.
By
----------------------------------
Title:
3
5
AARON SPELLING PRODUCTIONS, INC.
LAUREL ENTERTAINMENT, INC.
SPELLING FILMS INTERNATIONAL INC.
SPELLING TELEVISION INC.
TORAND PRODUCTIONS INC.
WORLDVISION ENTERPRISES, INC.
HAMILTON PROJECTS, INC.
LAUREL TV, INC.
LAUREL-KING, INC.
LAUREL EFX, INC.
LAUREL PICTURES INC.
By __________________________________
As an authorized officer of each
of the foregoing corporations
ACCEPTED AND AGREED TO:
BLOCKBUSTER ENTERTAINMENT CORPORATION,
AS LENDER
By: __________________________
Title: _______________________
4