QuickLinks -- Click here to rapidly
navigate through this document
Exhibit 10.52
EXECUTION COPY
COPYRIGHT
COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT
THIS
AGREEMENT ("Agreement"), dated as of January 26, 2004, is by
and between AEGIS COMMUNICATIONS GROUP, INC., a corporation
with its chief executive office at 7880 Bent Branch Drive, Suite
150, Irving, Texas 75063 ("Parent"), and each of Parent's
subsidiaries identified on the signature pages hereof (such
subsidiaries, together with Parent, hereinafter referred to
individually as a "Debtor" and individually and collectively,
jointly and severally, as "Debtors") and WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Collateral Trustee for the
Noteholders (as defined below), having an office at 1100 North
Market Street, Rodney Square North, Wilmington, DE 19896 (in such
capacity, "Secured Party").
W I T N E S S E T H:
WHEREAS,
each Debtor has adopted, used and is using, and is the owner of the
entire right, title, and interest in and to the copyrights
described below its name in Schedule A hereto and made
a part hereof; and
WHEREAS,
Parent has issued (a) the Secured Promissory Note dated as of
November 5, 2003 made by Parent in the amount of
$14,087,352.00 (the "Original DB Note") to the order of Deutsche
Bank AG London, acting through DB Advisors, LLC ("DB"), as amended
and restated in its entirety by the Amended and Restated Secured
Promissory Note dated January 28, 2004 made by Parent in the
amount of $10,087,352.00 to the order of DB (the "DB Note") and
(b) the Secured Promissory Note dated as of November 5,
2003 in the amount of $14,143,815.00 (the "Original Essar Note" and
together with the Original DB Note, the "Original Notes") to the
order of Essar Global Limited ("Essar" and together with DB, the
"Administrative Agents" and together with their respective
successors and assigns under the Notes referred to below, the
"Noteholders"), as amended and restated in its entirety by the
Amended and Restated Secured Promissory Note dated January 28,
2004 (the "Essar Note" and, together with the DB Note, the
"Notes"), made by Parent in the amount of $10,143,815.00 to the
order of Essar. Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Notes;
and
WHEREAS,
in accordance with the terms of the Original Notes and in order to
induce Noteholders to accept the Notes in replacement for the
Original Notes, Debtors have agreed to grant to Secured Party
certain collateral security as set forth herein;
NOW,
THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Debtor hereby agrees as
follows:
1.
GRANT OF SECURITY INTEREST
As
collateral security for the prompt performance, observance and
indefeasible payment in full of all of the Obligations (as
hereinafter defined), each Debtor hereby grants to Secured Party a
continuing security interest in and a general lien upon, and a
conditional assignment of, the following (being collectively
referred to herein as the "Collateral"): (a) all of such
Debtor's now existing or hereafter acquired right, title, and
interest in and to all of such Debtor's copyrights, whether
registered or unregistered, and all applications, registrations and
recordings relating to such copyrights as may at any time be filed
in the United States Copyright Office or in any similar office or
agency of the United States, any State thereof, any political
subdivision thereof or in any other country to the extent permitted
under applicable law, including, without limitation, the copyrights
and applications, registrations, exclusive copyright licenses and
recordings described below such Debtor's name in
Schedule A hereto, together with all rights and
privileges arising under applicable law with respect to such
Debtor's use of any copyrights, and all reissues, extensions,
continuations and renewals thereof (all
of the foregoing being
collectively referred to herein as the "Copyrights"); (b) all
present and future license and distribution agreements pertaining
to the Copyrights; (c) all income, fees, royalties and other
payments at any time due or payable with respect thereto,
including, without limitation, payments under all licenses at any
time entered into in connection therewith; (d) the right to
sue for past, present and future infringements thereof;
(e) all rights corresponding thereto throughout the world; and
(f) any and all other proceeds of any of the foregoing,
including, without limitation, damages and payments or claims by
such Debtor against third parties for past or future infringement
of the Copyrights.
2.
OBLIGATIONS SECURED
The
security interest, lien and other interests granted to Secured
Party pursuant to this Agreement shall secure the prompt
performance, observance and payment in full of any and all
obligations, liabilities and indebtedness of every kind, nature and
description owing by Debtors to Lenders and Secured Party and/or
their affiliates, including principal, interest, charges, fees,
costs and expenses, however evidenced, whether as principal,
surety, endorser, guarantor or otherwise, arising under this
Agreement, the Notes, or any of the other Loan Documents, whether
now existing or hereafter arising, whether arising before, during
or after the initial or any renewal term of the Notes or after the
commencement of any case with respect to any Debtor under the
United States Bankruptcy Code or any similar statute (including,
without limitation, the payment of interest and other amounts which
would accrue and become due but for the commencement of such case),
whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, and however acquired by Lenders
or Secured Party (all of the foregoing being collectively referred
to herein as the "Obligations"). As long as Debtors are not in
Default under the Notes (or either of them), Secured Party hereby
grants Debtors a fully paid-up exclusive license under all
Copyrights identified as Collateral herein, and notwithstanding the
above paragraph, such exclusive license includes: (a) all
present and future license and distribution agreements pertaining
to the Copyrights, (b) the right to all income, fees,
royalties, and other payments or proceeds at any time due or
payable with respect thereto, (c) the right to sue for past,
present and future infringement of the Copyrights, and (d) any
and all other proceeds of any of the foregoing, including without
limitation, damages and payments or claims by any Debtor against
third parties for past or future infringement of the
Copyrights.
3.
REPRESENTATIONS, WARRANTIES AND
COVENANTS
Each
Debtor hereby represents, warrants and covenants with and to
Secured Party the following (all of such representations,
warranties and covenants being continuing so long as any of the
Obligations are outstanding):
(a) Such
Debtor shall pay and perform all of the Obligations according to
their terms.
(b) All
of the existing Collateral is in full force and effect, and such
Debtor owns the sole, full and clear title thereto, and the right
and power to grant the security interest and conditional assignment
granted hereunder. Debtors shall, at Debtors' joint and several
expense, perform all acts and execute all documents necessary to
maintain the existence of the Collateral consisting of registered
Copyrights as registered copyrights, including, without limitation,
the filing of any renewal affidavits and applications. The
Collateral is not subject to any liens, claims, mortgages,
assignments, licenses, security interests or encumbrances of any
nature whatsoever, except: (i) the security interests granted
hereunder and pursuant to the Notes, (ii) the security
interests permitted under the Notes, and (iii) the licenses
permitted under Section 3(e) below.
(c) Debtors
shall not assign, sell, mortgage, lease, transfer, pledge,
hypothecate, grant a security interest in or lien upon, encumber,
grant an exclusive or non-exclusive license relating to the
Collateral, or otherwise dispose of any of the Collateral, in each
case without the prior written
2
consent of Secured Party, except as
otherwise permitted herein or in the Notes. Nothing in this
Agreement shall be deemed a consent by Secured Party to any such
action, except as such action is expressly permitted
hereunder.
(d) Debtors
shall, at Debtors' joint and several expense, promptly perform all
acts and execute all documents requested at any time by Secured
Party to evidence, perfect, maintain, record or enforce the
security interest in and conditional assignment of the Collateral
granted hereunder or to otherwise further the provisions of this
Agreement. Debtors hereby authorize Secured Party to execute and
file one or more financing statements (or similar documents) with
respect to the Collateral, signed only by Secured Party or as
otherwise determined by Secured Party. Debtors further authorize
Secured Party to have this Agree