EXHIBIT 10.5
ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS
THIS ASSIGNMENT OF PATENTS, TRADEMARKS AND COPYRIGHTS (this
"Agreement") is made as of ______________ ___, 20__ by BLOCK COMMUNICATIONS,
INC., an Ohio corporation (herein referred to as the "Borrower" and a
"Grantor"), and EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER (each a
"Guarantor" and a "Grantor," and collectively with the Borrower, the "Grantors")
in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
the "Administrative Agent") for each of the Lenders (as defined in the Credit
Agreement (as defined below)) (the "Secured Parties"). All capitalized terms
used but not otherwise defined herein shall have the respective meanings
assigned thereto in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of May 15,
2002 by and among the Borrower, the Administrative Agent and the Lenders (as
from time to time amended, revised, modified, supplemented, amended and
restated, or replaced, renewed, refunded or refinanced, the "Credit Agreement"),
the Lenders have made available to the Borrower certain term loan facilities and
a revolving credit facility with a letter of credit sublimit and a swing line
facility sublimit; and
WHEREAS, the Borrower and each Guarantor will materially benefit from
the Loans to be made, and the Letters of Credit to be issued, under the Credit
Agreement and each Guarantor is a party to a Guaranty pursuant to which each
Guarantor guarantees the Obligations of the Borrower; and
WHEREAS, each Grantor has entered into that certain Intellectual
Property Security Agreement (by joinder or otherwise) (the "IP Security
Agreement") dated as of May 15, 2002 pursuant to which each Grantor has granted
to the Administrative Agent for the benefit of the Secured Parties a security
interest in the Trademarks, Copyrights, and Patents defined below in order to
secure the Secured Obligations (as defined in the IP Security Agreement).
WHEREAS, each Grantor (a) has adopted, registered and used and is using
the trademarks and service marks (the "Trademarks") identified on Annex I
hereto, and is the owner of the registrations of and pending registration
applications for such Trademarks in the United States Patent and Trademark
Office identified on Annex I hereto, (b) is the owner of and uses the copyright
registrations set forth on Annex II hereto (the "Copyrights"), and (c) is the
owner of and uses the patents, patent registrations and pending registration
applications set forth on Annex III hereto (the "Patents" and together with the
Trademarks and the Copyrights, the "Collateral"); and
WHEREAS, the Administrative Agent for the benefit of the Secured
Parties desires to acquire the Trademarks, the Copyrights, and the Patents and
the registrations thereof and applications therefor, as applicable, in
connection with the exercise of its remedies after the occurrence of an Event of
Default and pursuant to the terms of the IP Security Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, each Grantor does hereby assign, sell and transfer unto
the Administrative Agent all right, title and interest in and to the Trademarks,
Copyrights, and Patents, together with (i) the registrations of and applications
therefor, as applicable, (ii) all reissues, divisions, continuations,
continuations in part, substitutes, renewals, and extensions thereof, all
improvements thereon, and all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto, (iii) the goodwill of the
business symbolized by and associated with the Trademarks and the registrations
thereof, and (iv) the right to sue and recover for, and the right to profits or
damages due or accrued arising out of or in connection with, any and all past,
present or future infringements or dilution of or damage or injury to the
Trademarks, Copyrights, Patents or the registrations thereof or such associated
goodwill.
Each Grantor hereby grants to the Administrative Agent, for the benefit
of the Secured Parties, and notice is hereby given that each Grantor has granted
to the Administrative Agent, for the benefit of the Secured Parties, a first
priority security interest in the Collateral to secure the payment and
performance in full of all Secured Obligations (as defined in the IP Security
Agreement) and all obligations of each Grantor under its respective Guaranty (if
applicable) and any other Loan Documents to which it is a party.
This Agreement is intended to and shall take effect as a sealed
instrument at such time as the Administrative Agent shall complete this
instrument by signing its acceptance of this IP Security Agreement below.
[SIGNATURE PAGES FOLLOW.]
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IN WITNESS WHEREOF, the parties have duly executed this Assignment of
Patents, Trademarks and Copyrights on the day and year first written above.
GRANTORS:
BLOCK COMMUNICATIONS, INC.
BUCKEYE CABLEVISION, INC.
ERIE COUNTY CABLEVISION, INC.
BUCKEYE TELESYSTEM, INC.
CORPORATE PROTECTION SERVICES, INC.
COMMUNITY COMMUNICATION SERVICES, INC.
PG PUBLISHING COMPANY
MONROE CABLEVISION, INC.
LIMA COMMUNICATIONS CORPORATION
WLFI-TV, INC.
INDEPENDENCE TELEVISION COMPANY
TOLEDO AREA TELECOMMUNICATIONS SERVICES, INC.
METRO FIBER & CABLE CONSTRUCTION COMPANY
IDAHO INDEPENDENT TELEVISION, INC.
CARS HOLDING, INC.
ACCESS TOLEDO, LTD.
By: /s/ Allan J. Block
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Allan J. Block
As Managing Director of:
Block Communications, Inc.
As Chairman of:
Buckeye Cablevision, Inc.
Buckeye Telesystems, Inc.
Corporate Protection Services, Inc.
Erie County Cablevision, Inc.
Idaho Independent Television, Inc.
Independence Television Company
Lima Communications Corporation
Monroe Cablevision, Inc.
As President of:
CARS Holding, Inc.
WLFI-TV, Inc.
[continued]
As Vice President of:
Community Communication Services, Inc.
Metro Fiber & Cable Construction Company
PG Publishing Company
Toledo Area Telecommunications Services, Inc.
Access Toledo, Ltd.
The foregoing Assignment of the Patents, Trademarks and Copyrights and
the registrations thereof and registration applications therefor by the Grantors
is hereby accepted as of the --- day of ------------, 20--.
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Derrick C. Bell
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Name: Derrick C. Bell
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Title: Principal
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