INTELLECTUAL PROPERTY ASSIGNMENT OF SECURITY INTEREST
This Intellectual Property Assignment of Security Interest
(this "Assignment") is dated as of July 14, 1999 by and between
▇▇▇▇▇▇▇'▇ Sporting Goods Company, Inc. (the "Assignor"), and THE
FIRST NATIONAL BANK OF CHICAGO, as agent (the "Agent") for the
Lenders (as hereinafter defined).
R E C I T A L S:
1. Pursuant to that certain Amended and Restated Credit
Agreement dated as of September 12, 1997 among the Assignor,
the financial institutions signatory thereto (the
"Lenders"), and the Agent (as heretofore and hereafter
restated, amended or modified, the "Credit Agreement"), the
Lenders have agreed to make certain loans and other
financial accommodations to the Assignor; and
2. As a condition to further extensions of credit under the
Credit Agreement the Lenders have required that the Assignor
grant to the Agent, on behalf of the Lenders and at the
Agent's request, a security interest in certain of the
Assignor's assets;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
a. DEFINITIONS AND EFFECT.
i. GENERAL TERMS. As used in this Assignment:
"Assignment" means this Intellectual Property
Assignment of Security Interest, as it may be amended, modified
or restated from time to time.
"Collateral" has the meaning ascribed to it by Section
2 hereof.
"Copyrights" has the meaning ascribed to it by Section
2(a) hereof.
"Default" means an event described in Section 5 hereof.
"Default Rate" means the rate of interest which may be
due and owing from time to time on any Loan and payable by the
Assignor under the Credit Agreement pursuant to Section 2.11 of
such agreement.
"Licenses" has the meaning ascribed to it by Section
2(c) hereof.
"Lien" means any security interest, mortgage, pledge,
hypothecation, lien, claim, charge, encumbrance, title retention
agreement, or lessor's interest, in or on the Collateral or any
portion thereof.
"Obligations" means all "Obligations" as defined in the
Credit Agreement.
"Patents" has the meaning ascribed to it by Section
2(d) hereof.
"Related Documents" means, collectively, all documents
and things in the Assignor's possession related to the production
and sale by the Assignor, or any Affiliate, Subsidiary, licensee
or subcontractor thereof, of products or services sold by or
under the authority of the Assignor in connection with the
Patents, Trademarks, Copyrights or Licenses including, without
limitation, all product and service specification documents and
production and quality control manuals used in the manufacture of
products or provision of services sold under or in connection
with the Trademarks.
"Section" means a numbered section of this Assignment,
unless another document is specifically referenced.
"Trademarks" has the meaning ascribed to it by Section
2(b) hereof.
"Unmatured Default" means an event which but for the
lapse of requisite time or the giving of requisite notice, or
both, would constitute a Default.
The foregoing definitions shall be equally applicable
to both the singular and plural forms of the defined terms.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement.
▇. ▇▇▇▇▇ OF SECURITY INTEREST.
The Assignor hereby sells, assigns, transfers and sets
over to the Agent, for the benefit of itself and the Lenders, and
grants to the Agent, for the benefit of itself and the Lenders, a
security interest in all of the Assignor's right, title and
interest in and to all of its now owned or existing and hereafter
acquired or arising property described as follows (collectively,
the "Collateral") to secure payment of the Obligations:
(a) all United States and foreign
copyrights, including, without
limitation, the copyright
registrations listed on Exhibit A
hereto, and applications therefor
and renewals thereof and all
income, royalties, damages and
payments now and hereafter due
and/or payable under and with
respect to all United States and
foreign copyrights including,
without limitation, damages and
payments for past and future
infringements thereof (all of the
foregoing are sometimes hereinafter
individually and/or collectively
referred to as the "Copyrights");
(b) all United States and foreign
trademarks, tradenames, service
marks, trademark and service ▇▇▇▇
registrations and renewals, and
trademark and service ▇▇▇▇
applications, including, without
limitation, the U.S. trademark and
service ▇▇▇▇ applications and
registrations listed on Exhibit B
hereto, as well as any renewals
thereof and the trademarks and
service marks covered thereby, and
all income, royalties, damages and
payments now and hereafter due
and/or payable under and with
respect to all trademarks,
tradenames and service marks
including, without limitation,
damages and payments for past and
future infringements thereof
against third parties (all of the
foregoing are sometimes hereinafter
individually and/or collectively
referred to as the "Trademarks");
(c) all license agreements in which the
Assignor is or becomes licensed (or
grants or permits, whether now or
in the future a license) to use a
copyright, trademark, service ▇▇▇▇,
tradename, patent or the related
knowhow including, without
limitation, the license agreements
listed on Exhibit C hereto (the
"Licenses");
(d) all United States and foreign
patents and patent applications,
whether in the United States or any
foreign jurisdiction, and the
inventions and improvements
described and claimed therein and
trade secrets and know-how related
thereto, including, without
limitation, the patents and patent
applications listed on Exhibit D
hereto, and the re-issues,
divisions, renewals, extensions and
continuations-in-part thereof and
all income, royalties, damages and
payments now and hereafter due
and/or payable thereunder and with
respect thereto, including, without
limitation, damages and payments
for past and future infringements
thereof, the right to ▇▇▇ for past,
present and future infringements
thereof and all rights
corresponding thereto throughout
the world (all of the foregoing
being sometimes hereinafter
individually and/or collectively
referred to as the "Patents");
(e) the goodwill of the Assignor's
business connected with the use of
and symbolized by the Trademarks;
(f) the Related Documents; and
(g) all products and proceeds,
including, without limitation,
insurance proceeds, of any of the
foregoing.
c. REPRESENTATIONS AND WARRANTIES.
The Assignor represents and warrants to the Agent and
the Lenders that:
i. EXISTENCE AND STANDING. The Assignor is duly
organized, validly existing and in good standing
under the laws of its jurisdiction of
incorporation, and the Assignor has all requisite
authority to conduct its business and is qualified
to do business in each jurisdiction in which its
business is conducted except those jurisdictions
in which the failure to so qualify could not
reasonably be expected to have a Material Adverse
Effect.
ii. AUTHORIZATION, VALIDITY AND ENFORCEABILITY. The
execution, delivery and performance by the
Assignor of this Assignment have been duly
authorized by proper corporate proceedings, and
this Assignment constitutes a legal, valid and
binding obligation of the Assignor and creates a
security interest which is enforceable against the
Assignor in all now owned and hereafter acquired
Collateral except as enforceability may be limited
by bankruptcy, insolvency or similar laws
affecting enforcement of creditors' rights
generally and subject also to the availability of
equitable remedies if equitable remedies are
sought.
iii. CONFLICTING LAWS AND CONTRACTS. Neither the
execution and delivery by the Assignor of this
Assignment, the creation and perfection of the
security interest in the Collateral granted
hereunder, nor compliance with the terms and
provisions hereof, will violate any law, rule,
regulation, order, writ, judgment, injunction,
decree or award binding on the Assignor or the
Assignor's articles of incorporation or bylaws,
the provisions of any indenture, instrument or
agreement to which the Assignor is a party or is
subject, or by which it, or its property, is
bound, or conflict therewith or constitute a
default thereunder, or result in the creation or
imposition of any Lien (except to the extent
created by this Assignment) pursuant to the terms
of any such indenture, instrument or agreement.
iv. PRINCIPAL LOCATION. As of the date hereof, the
Assignor's mailing address, and the location of
its chief executive office and the books and
records relating to the Collateral are disclosed
in Exhibit E hereto.
v. NO OTHER NAMES. Except as set forth in Exhibit F
hereto, since July 1, 1994, the Assignor has not
conducted business under any name except the names
in which it has executed this Assignment or as
otherwise disclosed pursuant to the Loan
Documents.
vi. NO DEFAULT. No Default or Unmatured Default
exists.
vii. NO FINANCING STATEMENTS. Upon the making of the
filings and recordings specified in clauses (a)
and (b) of Section 3.8 below, the Agent will have
a first priority perfected security interest in
the Collateral. No financing statement or similar
document describing all or any portion of the
Collateral which has not lapsed or been terminated
naming the Assignor as debtor or assignor has been
filed in any jurisdiction or office, including,
without limitation, the United States Patent and
Trademark Office or the United States Copyright
Office except financing statements or similar
documents permitted by Section 6.18 of the Credit
Agreement.
viii. SECURITY INTEREST. This Assignment creates a
valid security interest in and collateral
assignment of the Collateral, enforceable against
the Assignor and all third parties, securing
payment of the Obligations, which security
interest will be perfected, with respect to rights
in the United States, upon (a) the recording of
this Assignment in the Office of the Commissioner
of Patents and Trademarks and the United States
Copyright Office, and (b) the filing of Uniform
Commercial Code financing statements with the
Secretary of State of Missouri.
ix. REGISTRATIONS. To the knowledge of Assignor's
officers, the Assignor has duly and properly
applied for registration of the Copyrights,
Trademarks and Patents listed in Exhibits A, B and
D hereto as indicated thereon, respectively, in
the United States Patent and Trademark Office or
the Copyright Office, as applicable.
x. LITIGATION. There has been no litigation,
arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge
of any of the Assignor's officers, threatened
against or affecting the Assignor or its
Subsidiaries challenging the Assignor's right,
title and interest in the Collateral or alleging
that the Assignor's use of any Collateral violates
the rights of any Person which could reasonably be
expected to have a Material Adverse Effect. To
the knowledge of Assignor's officers, the
Assignor's use of the Collateral does not infringe
upon the rights of any third party.
xi. COMPLETE LISTING. The Copyright, Trademark, and
Patent applications and registrations and the
Licenses set forth on the Schedules hereto
constitute, as of the date hereof, all such
applications, registrations and Licenses of the
Assignor and Assignor has good and marketable
title to all such property, free and clear of all
Liens other than those in favor of the Agent and
the Lenders or permitted under Section 6.18 of the
Credit Agreement.
d. COVENANTS.
From the date of this Assignment, and thereafter until
this Assignment is terminated:
i. INSPECTION. The Assignor will permit the Agent,
by representatives and agents, to examine and make
copies of the records of the Assignor relating to
the Collateral, and to discuss the Collateral and
the records of the Assignor with respect thereto
with, and to be advised as to the same by, the
Assignor's officers and employees at such
reasonable times and intervals as the Agent may
designate.
ii. TAXES. The Assignor will pay when due all taxes,
assessments and governmental charges and levies
upon the Collateral to the extent permitted
pursuant to clauses (a) and (b) of Section 6.5 of
the Credit Agreement.
iii. RECORDS AND REPORTS. The Assignor will maintain
complete and accurate books and records with
respect to the Collateral, and furnish to the
Agent, with sufficient copies for each of the
Lenders, such reports relating to the Collateral
as the Agent shall from time to time reasonably
request.
iv. NOTICE OF DEFAULT. The Assignor will give prompt
notice in writing to the Agent and the Lenders of
the occurrence of any Default or Unmatured Default
and of any other development, financial or other,
which would have a Material Adverse Effect.
v. FINANCING STATEMENTS AND OTHER ACTIONS. The
Assignor will execute and deliver to the Agent all
financing statements and other documents from time
to time requested by the Agent or any Lender in
order to maintain and/or perfect a first perfected
security interest in the Collateral.
vi. DISPOSITION OF COLLATERAL. Except for
non-exclusive licensing agreements or as permitted
under the Credit Agreement, the Assignor will not
sell, lease or otherwise dispose of the Collateral
without the prior consent of Agent, which consent
shall not be unreasonably withheld.
vii. LIENS. The Assignor will not create, incur or
suffer to exist any Lien upon the Collateral
except the security interest created by this
Assignment and as otherwise permitted by Section
6.18 of the Credit Agreement.
viii. OTHER FINANCING STATEMENTS. The Assignor will not
sign or authorize the signing on its behalf of any
financing statement naming it as debtor covering
all or any portion of the Collateral, except
financing statements naming the Agent, on behalf
of the Lenders, as secured parties.
ix. PRESERVATION OF VALUE. The Assignor agrees to
protect and preserve the value and integrity of
all material Trademarks, Patents, Copyrights and
Licenses and, to that end, shall maintain the
quality of any and all of its products or services
bearing the trademarks or service marks included
in such Trademarks, Patents, Copyrights or
Licenses consistent with the quality of such
products and services of such marks as of the date
of this Assignment.
x. COLLATERAL ROYALTIES; TERM. The Assignor hereby
agrees that any use by the Agent, on behalf of the
Lenders, of any Patents, Copyrights, Trademarks
and Licenses as described above shall be
worldwide, to the extent possessed by the
Assignor, and without any liability for royalties
or other related charges from the Agent or any
Lender to the Assignor. The term of the
assignments and grants of security interests
granted herein shall extend until the expiration
of each of the respective Copyrights, Trademarks,
Patents and Licenses assigned or pledged
hereunder, or until the Obligations have been
indefeasibly paid in full, no commitment by the
Agent or any Lender exists that could give rise to
any Obligations and the Credit Agreement and this
Assignment have been terminated, whichever first
occurs.
xi. ANNUAL REPORT. The Assignor shall provide the
Agent upon request, and in any event within 15
days after the end of each calendar quarter, with
a list of all new applications for United States
and foreign copyright registrations, patents and
trademark registrations, which new applications
shall be subject to the terms and conditions of
this Assignment. The Assignor hereby authorizes
the Agent to modify this Assignment by amending
the Exhibits hereto to include any such new
Trademarks, Patents, Copyrights or Licenses and to
re-record this Assignment from time to time as the
Agent sees fit.
xii. DUTIES OF ASSIGNOR. The Assignor shall have the
duty (a) to prosecute diligently any application
to register any material Patents, Trademarks and
Copyrights pending as of the date hereof or
thereafter until all Obligations have been
indefeasibly paid in full, (b) to make application
on unpatented but patentable material inventions
and on material Trademarks and Copyrights, as the
Borrower may determine, in its sole discretion, to
be appropriate, and (c) to preserve and maintain
all rights in all applications to register
material Patents, Trademarks and Copyrights. Any
expenses incurred in connection with such
applications shall be borne by the Assignor. The
Assignor shall not abandon any filed application
to register material Patents, Trademarks and
Copyrights without the prior written consent of
the Agent.
xiii. DELIVERY OF CERTIFICATES. Upon the request of the
Agent, the Assignor shall deliver to the Agent
copies of all existing and future official
Certificates of Registration for the Patents,
Trademarks and Copyrights.
xiv. NOTICE OF PROCEEDINGS. The Assignor shall
promptly notify the Agent and the Lenders of the
institution of, and any adverse determination in,
any proceeding in the United States Patent and
Trademark Office or any agency of any state or any
court regarding the Assignor's right, title and
interest in any material Patent, Trademark or
Copyright or the Assignor's right to register any
material Patent, Trademark or Copyright.
e. DEFAULT.
i. The occurrence of any one or more of the following
events shall constitute a Default:
(1) Any representation or warranty made or deemed
made by or on behalf of the Assignor to the
Agent or the Lenders under or in connection
with this Assignment shall be false in any
material respect as of the date on which made
or deemed made.
(2) The breach by the Assignor of any of the
terms or provisions of Section 4.4, 4.5, 4.6,
4.7, 4.8, 4.9 or 8.5 hereof.
(3) The breach by the Assignor (other than a
breach which constitutes a Default under
Section 5.1.1 or 5.1.2 hereof) of any of the
terms or provisions of this Assignment which
is not remedied within twenty (20) days after
the giving of written notice by the Agent.
(4) The occurrence of any "Default" under and as
defined in the Credit Agreement.
ii. ACCELERATION AND REMEDIES. If any Default
described in the Credit Agreement occurs with
respect to the Assignor, the obligations of the
Lenders to make Loans thereunder and the right of
the Lenders to declare the Obligations to be due
and payable shall be determined in accordance with
the Credit Agreement.
iii. ASSIGNOR'S OBLIGATIONS UPON DEFAULT. Upon the
request of the Agent after a Default occurs and is
continuing, the Assignor will:
(1) ASSEMBLY OF COLLATERAL. Assemble and make
available to the Agent the Collateral and all
records relating thereto at the main office
of the Assignor or at such other place or
places reasonably specified by the Agent.
(2) SECURED PARTY ACCESS. Permit the Agent, by
the Agent's representatives and agents, to
enter and remain on any premises where all or
any part of the books and records relating
thereto, or both, are located, to take
possession of all or any part of the
Collateral or such books and records and to
remove all or any part of the Collateral or
such books and records.
f. WAIVERS, AMENDMENTS AND REMEDIES.
i. REMEDIES. In the event that any Default has
occurred and is continuing, the Agent, without
demand of performance or other demand,
advertisement or notice of any kind (except the
notice specified below of time and place of public
or private sale) to or upon the Assignor or any
other person (all and each of which demands,
advertisements and/or notices are hereby expressly
waived), may forthwith collect, receive,
appropriate and realize upon the Collateral, or
any part thereof, and/or may forthwith sell,
assign, give option or options to purchase,
contract to sell or otherwise dispose of and
deliver said Collateral, or any part thereof, in
one or more portions at public or private sale or
sales or dispositions, at any exchange, broker's
board or at any of the Agent's offices or
elsewhere upon such terms and conditions as the
Agent may deem advisable and at such prices as the
Agent may deem best, for any combination of cash
or on credit or for future delivery without
assumption of any credit risk, with the right to
the Agent or any Lender upon any such sale or
sales or dispositions, public or private, to
purchase the whole or any part of said Collateral
so sold, free of any right or equity of redemption
in the Assignor, which right or equity is hereby
expressly waived and released.
ii. WAIVERS AND AMENDMENTS. No delay or omission of
the Agent or any Lender to exercise any right or
remedy granted under this Assignment shall impair
such right or remedy or be construed to be a
waiver of any Unmatured Default or Default or an
acquiescence therein, and any single or partial
exercise of any such right or remedy shall not
preclude other or further exercise thereof or the
exercise of any other right or remedy, and no
waiver, amendment or other variation of the terms,
conditions or provisions of this Assignment
whatsoever shall be valid unless in writing signed
by the Agent and the Required Lenders (if so
required by the Credit Agreement), and then only
to the extent specifically set forth in such
writing; provided, however, that any amendment
purporting to release all or substantially all of
the Collateral shall be valid only if signed by
the Agent and all of the Lenders. All rights and
remedies contained in this Assignment or by law
afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the
Obligations have been indefeasibly paid in full.
g. PROCEEDS.
i. SPECIAL COLLATERAL ACCOUNT. After a Default has
occurred and is continuing, all cash proceeds of
the Collateral received by the Agent shall be
deposited in a special cash collateral account
with the Agent and held there as security for the
Obligations.
ii. APPLICATION OF PROCEEDS. The proceeds of the
Collateral received by Agent pursuant to Section
7.1 shall be applied by the Agent to payment of
the Obligations in the following order unless a
court of competent jurisdiction shall otherwise
direct:
(a) FIRST, to payment of all reasonable
costs and expenses of the Agent and the
Lenders incurred in connection with the
collection and enforcement of the
Obligations or of the security interest
granted to the Agent and the Lenders
pursuant to this Assignment, including
all costs and expenses of any sale
pursuant hereto, and of any judicial or
private proceedings in which such sale
may be made, and of all other expenses,
liabilities and advances made or
incurred by the Agent, the Lenders and
the agents and attorneys of each of
them, together with interest at the
Default Rate on such costs, expenses and
liabilities and on all advances made by
the Agent or any Lender from the date
any such cost, expense or liability is
due, owing or unpaid or any such advance
is made, in each case until paid in
full;
(b) SECOND, for application of in accordance
with Section 7.3 to the Borrower
Security Agreement; and
(c) THIRD, the balance, if any, after all of
the Obligations have been satisfied,
shall be remitted to the Assignor or as
required by law.
h. GENERAL PROVISIONS.
i. NOTICE OF DISPOSITION OF COLLATERAL. The Assignor
hereby waives notice of the time and place of any
public sale or the time after which any private
sale or other disposition of all or any part of
the Collateral may be made. To the extent such
notice may not be waived under applicable law, any
notice made shall be deemed reasonable if sent to
the Assignor, addressed as set forth in Section 10
hereof, at least ten (10) days prior to any such
public sale or the time after which any such
private sale or other disposition may be made.
ii. AGENT PERFORMANCE OF ASSIGNOR OBLIGATIONS.
Without having any obligation to do so, upon
either (a) notice to the Assignor or (b) the
occurrence of an Unmatured Default or a Default,
the Agent may perform or pay any obligation which
the Assignor has agreed to perform or pay in this
Assignment and the Assignor shall reimburse the
Agent for any amounts paid by the Agent pursuant
to this Section 8.2. The Assignor's obligation to
reimburse the Agent pursuant to the preceding
sentence shall be an Obligation payable on demand.
iii. AUTHORIZATION FOR AGENT TO TAKE CERTAIN ACTION.
The Assignor irrevocably authorizes the Agent at
any time and from time to time, in the sole
discretion of the Agent, upon either (a) notice to
the Assignor or (b) the occurrence of an Unmatured
Default or a Default: (i) to execute on behalf of
the Assignor as debtor and to file financing
statements and other documents with the United
States Patent and Trademark Office or Copyright
Office or otherwise which are necessary or
desirable in the Agent's sole discretion to
perfect and to maintain the perfection and
priority of the Agent's and Lenders' security
interest in the Collateral; (ii) to endorse and
collect any cash proceeds of the Collateral; or
(iii) to file a carbon, photographic or other
reproduction of this Assignment or any financing
statement with respect to the Collateral as a
financing statement in such offices as the Agent
in its sole discretion deems necessary or
desirable to perfect and to maintain the
perfection and priority of the Agent's and the
Lenders' security interest in the Collateral. At
any time and from time to time after the
Obligations have been declared or become due and
payable in accordance with the Credit Agreement,
the Assignor authorizes the Agent to apply the
proceeds of any Collateral received by the Agent
to the Obligations as provided in Section 7
hereof.
iv. SPECIFIC PERFORMANCE OF CERTAIN COVENANTS. The
Assignor acknowledges and agrees that a breach of
any of the covenants contained in Sections 4.1,
4.5, 4.6, 4.13, 5.3 and 8.5 hereof will cause
irreparable injury to the Agent and the Lenders
and that the Agent and the Lenders have no
adequate remedy at law in respect of such breaches
and therefore agree, without limiting the right of
the Agent or the Lenders to seek and obtain
specific performance of other obligations of the
Assignor contained in this Assignment, that the
covenants of the Assignor contained in the
Sections referred to in this Section 8.4 shall be
specifically enforceable against the Assignor.
v. DISPOSITIONS NOT AUTHORIZED. Except as provided
for by the Credit Agreement, the Assignor is not
authorized to sell or otherwise dispose of the
Collateral and notwithstanding any course of
dealing between the Assignor and the Agent or
other conduct of the Agent, no authorization to
sell or otherwise dispose of the Collateral shall
be binding upon the Agent or the Lenders unless
such authorization is in writing signed by the
Agent with the consent of the Required Lenders or
all Lenders, as required by the Credit Agreement.
vi. DEFINITION OF CERTAIN TERMS. Terms defined in the
Illinois Uniform Commercial Code which are not
otherwise defined in this Assignment are used in
this Assignment as defined in the Illinois Uniform
Commercial Code as in effect on the date hereof.
vii. BENEFIT OF AGREEMENT. The terms and provisions of
this Assignment shall be binding upon and inure to
the benefit of the Assignor, the Agent and the
Lenders and their respective successors and
assigns, except that the Assignor shall not have
the right to assign its rights or obligations
under this Assignment or any interest herein,
without the prior written consent of the Agent and
the Lenders.
viii. SURVIVAL OF REPRESENTATIONS. All representations
and warranties of the Assignor contained in this
Assignment shall survive the execution and
delivery of this Assignment.
ix. TAXES AND EXPENSES. Any taxes (including, without
limitation, any sales, gross receipts, general
corporation, personal property, privilege or
license taxes, but not including any federal or
other taxes imposed upon the Agent or any Lender,
with respect to its gross or net income or profits
arising out of this Assignment) payable or ruled
payable by any Federal or State authority in
respect of this Assignment shall be paid by the
Assignor, together with interest and penalties, if
any. The Assignor shall reimburse (a) the Agent
for any and all reasonable outofpocket expenses
and internal charges (including reasonable
attorneys', auditors' and accountants' fees and
reasonable time charges of attorneys, paralegals,
auditors and accountants who may be employees of
the Agent) paid or incurred by the Agent in
connection with the preparation, execution,
delivery, administration, collection and
enforcement of this Assignment and in the audit,
analysis, administration, collection, preservation
or sale of the Collateral (including the expenses
and charges associated with any periodic or
special audit of the Collateral), and (b) the
Agent and each Lender for any and all reasonable
outofpocket expenses and internal charges
(including reasonable attorneys', auditors' and
accountants' fees and reasonable time charges of
attorneys, paralegals, auditors and accountants
who may be employees of the Agent or such Lender)
paid or incurred by the Agent or such Lender in
connection with the collection and enforcement of
this Assignment.
x. HEADINGS. The title of and section headings in
this Assignment are for convenience of reference
only, and shall not govern the interpretation of
any of the terms and provisions of this
Assignment.
xi. TERMINATION. This Assignment and the Liens
arising hereunder shall continue in effect
(notwithstanding the fact that from time to time
there may be no Obligations or commitments
therefor outstanding) until the payment in full of
the Obligations and the termination of the Credit
Agreement in accordance with its terms and all
commitments of the Lenders thereunder, at which
time the security interests granted hereby shall
terminate and any and all rights to the Collateral
shall revert to the Assignor. Upon such
termination, the Agent shall promptly return to
the Assignor, at the Assignor's expense, such of
the Collateral held by the Agent as shall not have
been sold or otherwise applied pursuant to the
terms hereof. The Agent will promptly execute and
deliver to the Assignor such other documents as
the Assignor shall reasonably request to evidence
such termination.
xii. ENTIRE AGREEMENT. This Assignment, the Credit
Agreement and the other Loan Documents embody the
entire agreement and understanding between the
Assignor and the Agent relating to the Collateral
and supersede all prior agreements and
understandings between the Assignor and the Agent
relating to the Collateral.
xiii. INDEMNITY. The Assignor hereby agrees to assume
liability for, and does hereby agree to indemnify
and keep harmless the Agent and each Lender, its
successors, assigns, agents and employees, from
and against any and all liabilities, damages,
penalties, suits, costs, and expenses of any kind
and nature, imposed on, incurred by or asserted
against the Agent or any Lender, or its
successors, assigns, agents and employees, in any
way relating to or arising out of this Assignment,
or the manufacture, purchase, acceptance,
rejection, ownership, delivery, lease, possession,
use, operation, condition, sale, return or other
disposition of any Collateral (other than
liability resulting from the gross negligence or
wilful misconduct of the Agent or any such
Lender).
xiv. RELEASES. Upon termination of this Assignment in
accordance with the provisions of Section 8.11
hereof, the Agent and the Lenders shall, at the
Assignor's request and expense, execute such
releases as the Assignor may reasonably request,
in form and upon terms acceptable to the Agent and
the Lenders in all respects.
xv. WAIVERS. Except to the extent expressly otherwise
provided herein or in any other Loan Document, the
Assignor waives, to the extent permitted by
applicable law, (a) any right to require either
the Agent or any Lender to proceed against any
other person, to exhaust its rights in any other
collateral, or to pursue any other right which
either the Agent or any Lender may have, and (b)
with respect to the Obligations, presentment and
demand for payment, protest, notice of protest and
nonpayment, and notice of the intention to
accelerate.
xvi. COUNTERPARTS. This Assignment may be executed in
any number of counterparts, all of which taken
together shall constitute one agreement, and any
of the parties hereto may execute this Assignment
by signing any such counterpart. This Assignment
shall be effective when it has been executed by
the Assignor and the Agent.
xvii. CHOICE OF LAW. THIS ASSIGNMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT
REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.
xviii. MARSHALLING. Neither the Agent nor any Lender
shall be under any obligation to ▇▇▇▇▇▇▇▇ any
assets in favor of the Assignor or any other party
or against or in payment of any or all of the
Obligations.
i. THE AGENT.
The First National Bank of Chicago has been appointed
as Agent for the Lenders hereunder pursuant to Article X of the
Credit Agreement, and the Agent has agreed to act (and any
successor Agent shall act) as such hereunder only on the express
conditions contained in such Article X. Any successor Agent
appointed pursuant to Article X of the Credit Agreement shall be
entitled to all the rights, interests and benefits of the Agent
hereunder.
j. NOTICES.
i. SENDING NOTICES. Any notice required or permitted
to be given under this Assignment shall be given
in accordance with Section 13.1 of the Credit
Agreement.
ii. CHANGE IN ADDRESS FOR NOTICES. The Assignor and
the Agent or any Lender may change the address for
service of notice upon it by a notice in writing
to the other.
IN WITNESS WHEREOF, the undersigned have caused this
Assignment to be executed by their duly authorized
representatives as of the date first set forth above.
▇▇▇▇▇▇▇'▇ SPORTING GOODS
COMPANY, INC.
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its:Chief Financial Officer
THE FIRST NATIONAL BANK OF
CHICAGO, as Agent
By:/s/▇▇▇▇▇▇ Block
Its:First Vice President
STATE OF )
) SS:
COUNTY OF )
The foregoing Intellectual Property Assignment of Security
Interest was executed and acknowledged before me this _____ day
of _________, ____ by _______________, personally known to me to
be the ________________ of _____________ , a ___________________,
corporation, on behalf of such corporation.
NOTARY PUBLIC
My Commission Expires:
(SEAL)