INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property IP Rights Security Agreement |
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EXHIBIT 4.7
EXECUTION COPY
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
This INTELLECTUAL
PROPERTY SECURITY AGREEMENT (as amended,
amended and restated, supplemented or
otherwise modified from time to time, the
"IP SECURITY AGREEMENT") dated
December 29, 2005, is made by the Persons listed
on the signature pages hereof
(collectively, the
"GRANTORS") in favor of Wells
Fargo Bank, N.A. ("WELLS FARGO") as Collateral Agent (the
"COLLATERAL AGENT")
for and representative of (in such capacity, together with its successors and
assigns, the "SECURED
PARTY") the Holders (as
defined in the Indenture (as
defined below)).
WHEREAS, National Coal Corp., a Florida
corporation, and the
Grantors have entered
into an Indenture dated as of
December 29, 2005 (as
amended, amended and restated, supplemented or otherwise modified from time
to
time the "INDENTURE"), with
Wells Fargo, as Collateral Agent. Terms
defined in
the Indenture and not otherwise defined herein are used herein as defined in
the
Indenture.
WHEREAS, as a condition
precedent to the purchase of the Notes
by the Holders, each Grantor has
executed and delivered that certain Security
Agreement dated December 29, 2005 made
by the Grantors to the Secured Party (as
amended, amended and restated, supplemented or otherwise modified from time
to
time, the "SECURITY AGREEMENT").
WHEREAS, under
the terms of the
Security Agreement, the
Grantors have granted to the Secured
Party a security interest in,
among other
property, certain intellectual property of the Grantors, and have agreed as a
condition thereof to execute this IP
Security Agreement for recording with
the
U.S. Patent and Trademark Office, the United States Copyright Office and other
governmental authorities.
NOW, THEREFORE,
for good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, each Grantor agrees
as
follows:
1. GRANT OF SECURITY. Each Grantor
hereby grants to the Secured
Party a
security interest in all of such
Grantor's right, title and interest in
and to the following (the
"COLLATERAL"):
(a) the trademark and service mark registrations and applications
set forth on SCHEDULE
A hereto (provided that no
security
interest shall be
granted in United
States intent-to-use
trademark applications
to the extent that, and solely during
the period in which,
the grant of a security interest therein
would impair
the validity or
enforceability of such
intent-to-use trademark applications under applicable
federal
law), together
with the goodwill symbolized
thereby (the
"TRADEMARKS");
(b) all copyrights, whether registered or unregistered, now owned
or hereafter acquired
by such Grantor (the "COPYRIGHTS");
(c) all reissues, divisions, continuations,
continuations-in-part,
extensions, renewals
and reexaminations of
any of the
foregoing, all rights
in the foregoing
<PAGE>
provided by
international treaties or conventions,
all rights
corresponding thereto
throughout the world
and all other
rights of
any kind whatsoever
of such Grantor
accruing
thereunder or
pertaining thereto;
(d) any and all claims for damages and
injunctive relief for past,
present and future
infringement, dilution, misappropriation,
violation, misuse
or breach with
respect to any of
the
foregoing, with the right, but not the obligation, to
sue for
and collect, or otherwise
recover, such damages; and
(e) any and all proceeds of, collateral for,
income, royalties and
other payments now or hereafter due and payable with respect
to, and supporting
obligations relating to, any and all of the
Collateral of or
arising from any of the foregoing.
2. SECURITY FOR
OBLIGATIONS. The grant of a
security interest in, the
Collateral by each Grantor under
this IP Security Agreement secures the
payment of all Obligations
of such Grantor now or hereafter
existing
under or in respect
of the Notes, the
Indenture, or the Security
Documents, whether
direct or indirect, absolute or contingent,
and
whether for principal, reimbursement obligations, interest, premiums,
penalties, fees,
indemnifications, contract causes
of action, costs,
expenses or otherwise.
3. RECORDATION. Each Grantor authorizes and requests that the
Register of
Copyrights and the Commissioner
for Trademarks and any other applicable
U.S. government officer record
this IP Security Agreement.
4. EXECUTION IN COUNTERPARTS. This IP Security Agreement may be executed
in any number of
counterparts, each of which when so
executed shall be
deemed to be an
original and all
of which taken
together shall
constitute one and the same
agreement.
5. GRANTS, RIGHTS
AND REMEDIES. This IP
Security Agreement has been
entered into
in conjunction with
the provisions of the
Security
Agreement. Each Grantor does hereby acknowledge
and confirm that the
grant of the
security interest hereunder
to, and the rights
and
remedies of, the Secured Party
with respect to the Collateral are more
fully set forth in the Security
Agreement, the terms and provisions of
which are
incorporated herein






