Exhibit
10.11


 


COPYRIGHT
SECURITY AGREEMENT


 


This COPYRIGHT SECURITY
AGREEMENT (this “Agreement”), dated as of March 24, 2005, is made
between each of the entities listed on the signature pages hereof (each a “Grantor”
and, collectively, the “Grantors”), in favor of General Electric Capital
Corporation (“GECC”), as U.S. collateral agent (in such capacity,
together with its successors and permitted assigns, the “Collateral Agent”)
for the benefit of itself and the U.S. Secured Parties.


 


W I T N E
S S E T H:


 


WHEREAS pursuant to the
terms of that certain Credit Agreement, dated as of March 24, 2005 (as it may
be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by and among Progress Rail Services Holdings Corp.
(the “Parent”), each of Parent’s domestic subsidiaries identified on the
signature pages thereof (the Parent and such subsidiaries, collectively, the “U.S.
Borrowers”), Progress Rail Canada Corporation, Progress Rail Transcanada
Corporation (the “Canadian Borrowers”; the Canadian Borrowers and the
U.S. Borrowers, collectively, the “Borrowers”), GECC, as U.S.
Administrative Agent, GE Capital Finance Holding Co., as Canadian
Administrative Agent, the Lenders and the other parties thereto, the U.S.
Administrative Agent, the Canadian Administrative Agent, the Lenders and the
other parties thereto have agreed to extend credit and make certain financial
accommodations to the Borrowers;


 


WHEREAS pursuant to that
certain Domestic Pledge and Security Agreement, of even date herewith (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, the “Security Agreement”), between Grantors and Collateral Agent,
each Grantor has granted to the Collateral Agent a security interest and
continuing lien on all of such Grantor’s right, title and interest in, to and
under all Collateral, including the Copyright Collateral (as defined below),
and all Collateral in each case whether now owned or existing or hereafter
acquired or arising and wherever located to secure the prompt and complete
payment and performance of all Secured Obligations (as defined in the Security
Agreement) including the obligations of the Borrowers under the Credit
Agreement; and


 


WHEREAS pursuant to the
Credit Agreement, the Grantors are required to execute and deliver this
Agreement.


 


NOW, THEREFORE, in
consideration of the premises and to induce the Lenders, the Issuing Banks, and
the Administrative Agents to enter into the Credit Agreement and to induce the
Lenders and the Issuing Banks to make their respective extensions of credit to
the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent
as follows:


 


Section 1.                                          Defined
Terms


 


Unless otherwise defined
herein, terms defined in the Security Agreement and used herein have the
meaning given to them in the Security Agreement.


 


Section 2.                                          Grant of Security Interest in the Copyright
Collateral


 


Each Grantor hereby
grants to the Collateral Agent a security interest and continuing lien on all
of such Grantor’s right, title and interest in, to and under the following


 

















 


Collateral of such Grantor, in each case whether owned
or existing or hereafter acquired or arising and wherever located
(collectively, the “Copyright Collateral”):


 


(i)                                     all
of its Copyrights and all Intellectual Property Licenses providing for the
grant by or to such Grantor of any right under any Copyright, including,
without limitation, those referred to on Schedule A hereto;


 


(ii)                                  all
renewals, reversions, continuations and extensions of the foregoing; and


 


(iii)                               all
income, royalties, proceeds and liabilities at any time due or payable or
asserted under and with respect to any of the foregoing, including, without
limitation, all rights to sue and recover at law or in equity for any past,
present and future infringement, misappropriation, dilution, violation or other
impairment thereof.


 


Section 3.                                          Security
for Obligations


 


This Agreement secures,
and the Copyright Collateral is collateral security for, the prompt and
complete payment or performance in full when due, whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise
(including the payment of amounts that would become due but for the operation
of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§362(a) (and any successor provision thereof)), of all Secured Obligations.


 


Section 4.                                          Security
Agreement


 


The security interests
granted pursuant to this Agreement are granted in conjunction with the security
interests granted to the Collateral Agent pursuant to the Security Agreement
and each Grantor hereby acknowledges and affirms that the rights and remedies
of the Collateral Agent with respect to the security interest in the Copyright
Collateral made and granted hereby 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. In the event of any irreconcilable
conflict between the terms of this Agreement and the terms of the Security
Agreement, the terms of the Security Agreement shall control.


 


Section 5.                                          Grantor
Remains Liable


 


Each Grantor hereby
agrees that, anything herein to the contrary notwithstanding, such Grantor
shall remain liable for all obligations under the Collateral, and shall assume
full and complete responsibility for the prosecution, defense, enforcement or
any other reasonably necessary or desirable actions in connection with their
Copyrights and Intellectual Property Licenses subject to a security interest
hereunder.


 


Section 6.                                          Counterparts


 


This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.


 


2

















 


Section 7.                                          Governing
Law


 


This agreement and the
rights and obligations of the parties hereto shall be governed by, and
construed in accordance with the laws of the State of New York, but giving
effect to federal laws applicable to national banks.


 


[SlGNATURE PAGE
FOLLOWS]


 


3

















 


IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be duly executed and delivered by its duly
authorized officer as of the date first set forth above.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROGRESS RAIL SERVICES

  CORPORATION,

  
	
   

  	
  as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. Ainsworth

  
	
   

  	
   

  	
  Name:  William P. Ainsworth

  
	
   

  	
   

  	
  Title:  President and Chief Executive
  Officer

  



 

















 


	
  ACCEPTED AND AGREED

  	
   

  
	
  as of the date first above written:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GENERAL ELECTRIC CAPITAL

  CORPORATION,

  	
   

  
	
  as U.S. Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Edward N. Parkes IV

  	
   

  	
   

  
	
   

  	
  Name: Edward N. Parkes IV

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
				



 

















 


ACKNOWLEDGEMENT OF
GRANTOR


 


	
  STATE OF ALABAMA

  	
  )

  
	
   

  	
  )     ss.

  
	
  COUNTY OF MARSHALL

  	
  )

  



 


On this 18th day of March, 2005 before me personally appeared William
P. Ainsworth, proved to me on the basis of satisfactory evidence to be the
person who executed the foregoing instrument on behalf of PROGRESS RAIL
SERVICES CORPORATION, who being by me duly sworn did depose and say that he is
an authorized officer of said corporation, that the said instrument was signed
on behalf of said corporation as authorized by its Board of Directors and that
he acknowledged said instrument to be the free act and deed of said
corporation.


 


 




	
  Julie A. Ming

  
	
  Notary Public

  






 

















 


SCHEDULE
I




TO




COPYRIGHT
SECURITY AGREEMENT


 


A.                                   REGISTERED
COPYRIGHTS


[Include Registration
Number and Date]


 


B.                                     COPYRIGHT
APPLICATIONS


[Include Application
Number and Date]


 


C.                                     INTELLECTUAL
PROPERTY LICENSES


[Include complete legal
description of agreement (name of agreement, parties and date)


 

















 


SCHEDULE
I




TO




COPYRIGHT
SECURITY AGREEMENT


 


	
  Party

  	
   

  	
  Copyright

  	
   

  	
  Filing
  Date

  	
   

  	
  Status

  	
   

  	
  Registration
  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Progress Rail Services Corporation

  	
   

  	
  iLease Internet Leasing Software

  	
   

  	
  April 21, 2004

  	
   

  	
  Registered

  	
   

  	
  TX-5-953-137

  	
   

  



 


Schedule I to
Copyright Security Agreement