<EXHIBIT> EXHIBIT 10.8
CONDITIONAL PATENT ASSIGNMENT
THIS CONDITIONAL PATENT ASSIGNMENT dated as of December 26,
1997, by and between WELLS ELECTRONICS, INC., an Indiana
corporation, with a principal place of business at 52940 Olive
Road, South Bend, Indiana ("Assignor") and FLEET NATIONAL BANK, a
national banking association organized under the laws of the
United States having an office at One Federal Street, Boston,
Massachusetts 02110 ("Assignee"), as Agent for itself and each
of the other Lenders who are now or hereafter become parties to
the hereinafter defined Loan Agreement.
WHEREAS, pursuant to the terms of that certain Loan
Agreement dated as of the date hereof between PCD Inc., a
Massachusetts corporation (the "Principal Debtor"), Assignee
and the Lenders (as the same may be amended from time to time,
the "Loan Agreement"), Assignee and the Lenders have agreed to
make loans to Principal Debtor in an aggregate principal amount
not to exceed $90,000,000.00, as evidenced by that certain Term
Note A, Term Note B and Revolving Credit Note of Principal Debtor
dated as of the date hereof; and
WHEREAS, capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Loan
Agreement; and
WHEREAS, Principal Debtor owns 100% of the issued and
outstanding capital stock of Assignor; and
WHEREAS, Assignor has, as of the date hereof, executed and
delivered to Assignee that certain Unlimited Guaranty pursuant to
which Assignor has guaranteed payment and performance of all of
the Obligations of Principal Debtor (as such term is defined in
the Loan Agreement) (the "Guaranty"); and
WHEREAS, pursuant to the terms of a Security Agreement of
even date herewith by and between Assignor and Assignee (as
amended from time to time, the "Security Agreement"), Assignor
has concurrently granted to Assignee a security interest in all
of Assignor's assets to secure its obligations to Assignee and/or
the Lenders under the Guaranty; and
WHEREAS, to evidence and perfect the rights of Assignee as
grantee of a security interest that has attached in certain of
said assets as described below, Assignor has executed and
delivered to Assignee this Conditional Patent Assignment.
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND SUBJECT TO THE
CONDITIONS SET FORTH HEREIN, Assignor does hereby conditionally
assign, sell, transfer and grant unto Assignee all of Assignor's
right, title and interest in, to and under the following, whether
presently existing or hereafter arising or acquired:
(i) each patent and each registration thereof, and each
patent registration application owned by Assignor, including,
without limitation, each such patent and patent registration
application set forth on SCHEDULE A, attached hereto and
incorporated herein by reference; and
(ii) all products and proceeds of the foregoing, including,
without limitation, any claim or causes of action of Assignor
against any third parties for past, present or future
infringement of any of the foregoing, with the right to sue and
recover the same in the Assignee's own name and for its own use
and behoove, including all rights corresponding thereto
throughout the world and all re-issues, divisions, continuations,
renewals, extensions and continuations-in-part thereof;
(all of the foregoing, individually and collectively, the
"Patents").
PROVIDED, HOWEVER, THAT ASSIGNOR'S RIGHTS IN THE PATENTS
SHALL CONTINUE UNTIL, AND ASSIGNEE SHALL HAVE NO OBLIGATIONS WITH
RESPECT TO THE PATENTS UNTIL, AND ASSIGNEE SHALL BE ENTITLED TO
EXERCISE ITS RIGHTS AND REMEDIES HEREUNDER IN AND WITH RESPECT TO
THE PATENTS ONLY UPON, SATISFACTION OF THE FOLLOWING CONDITIONS
SUBSEQUENT:
(a) The occurrence and continuation of an Event of Default
as defined in the Loan Agreement; or
(b) The exercise by Assignee of any or all of its rights or
remedies under the Security Agreement in respect of the Patents.
1. Assignor does hereby acknowledge, affirm and represent
that:
(i) the rights and remedies of Assignee with respect
to its interest in the Patents 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.
(ii) that nothing in this Conditional Patent Assignment
shall be in derogation of the rights and remedies of Assignee in
and to the Patents as set forth in the Security Agreement and as
shall be available at law or in equity.
(iii) SCHEDULE A contains a true and complete record
of (a) all patents in which Assignor has any interest and (b) all
applications pending for registration of patents in which
Assignor has any interest.
(iv) the Patents are subsisting and have not been
adjudged invalid or unenforceable, in whole or in part.
(v) each of the Patents is valid and enforceable.
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(vi) Assignor is the sole and exclusive owner of the
entire and unencumbered right, title and interest in and to each
of the Patents, free and clear of any Liens, including, without
limitation, licenses, shop rights and covenants by Assignor not
to sue third persons.
(vii) Assignor has the unqualified right to enter into
this Agreement and perform its terms.
2. Assignor covenants that, until all of the Obligations
shall have been satisfied in full, it will not enter into any
agreement (for example, a license agreement) which is
inconsistent with Assignor's obligations under this Assignment,
without the Assignee's prior written consent.
3. Assignor covenants that if, before the Obligations shall
have been satisfied in full, Assignor shall obtain rights to any
new patentable inventions or additional registered patents, or
additional patent applications or patent for any reissue,
division, continuation, renewal, extension, or continuation-in-
part of any Patent or any improvement on any Patent, or become
entitled to the benefit of any registration applications for
patents, the provisions of this Assignment shall automatically
apply thereto and Assignor shall give to the Assignee prompt
notice thereof in writing.
4. Assignor shall indemnify, defend and hold Assignee, its
affiliates and their respective directors, officers, employees
and agents ("Assignee's Indemnified Parties") harmless from and
against all damages, losses or expenses suffered or paid as a
result of any and all claims, demands, suits, causes of action,
proceedings, judgments and liabilities, including reasonable
attorneys' fees incurred in litigation or otherwise assessed,
incurred or sustained by or against Assignee's Indemnified
Parties or any of them with respect to or arising out of or in
any way connected with this Assignment.
5. The Assignee shall have the right but shall in no way be
obligated to bring suit in its name to enforce the Patents and
any license thereunder, in which event Assignor shall at the
request of the Assignee do any and all lawful acts and execute
any and all proper documents required by the Assignee in aid of
such enforcement and Assignor shall promptly, upon demand,
reimburse and indemnify the Assignee for all costs and expenses
incurred by the Assignee in the exercise of its rights under this
section.
6. Assignor authorizes the Assignee to modify this
Assignment by amending SCHEDULE A to include any future patents
or patent applications in which Assignor may acquire an interest.
7. At such time as Assignor shall completely and finally
satisfy all of the Obligations, the Assignee shall execute and
deliver to Assignor all deeds, assignments and other instruments
as may be necessary or proper to re-vest in Assignor full title
to the Patents, subject to any disposition thereof which may have
been made by the Assignee pursuant to the Security Agreement.
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IN WITNESS WHEREOF, Assignor has caused this Conditional
Patent Assignment to be duly executed by its duly authorized
officer as of the date first set forth above.
WELLS ELECTRONICS, INC.
By: /S/ Mary L. Mandarino
--------------------------
Mary L. Mandarino
Treasurer
FLEET NATIONAL BANK
as Agent for itself and
the other Lenders
By: /S/ Thomas W. Davies
--------------------------
Thomas W. Davies
Senior Vice President
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