TERM LOAN SECURITY AGREEMENT
Exhibit 10.13
TERM LOAN SECURITY AGREEMENT, dated as of August 4, 2014, among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(c), the “Borrower”), each of the Subsidiaries of the Borrower party hereto from time to time and JPMORGAN CHASE BANK, N.A., as collateral agent for the Term Loan Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, (1) the Borrower has entered into a Term Loan Credit Agreement, dated as of the date hereof (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Term Loan Credit Agreement”), with the lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent pursuant to which the Lenders have severally agreed to make loans to the Borrower upon the terms and subject to the conditions set forth therein, (2) one or more Hedge Banks may from time to time enter into Secured Hedge Agreements with any Loan Party and (3) one or more Cash Management Banks may from time to time provide cash management services pursuant to Secured Cash Management Agreements to any Loan Party (clauses (1), (2), and (3), collectively, the “Extensions of Credit”);
WHEREAS, pursuant to the Term Loan Pledge Agreement, dated as of the date hereof (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Term Loan Pledge Agreement”) the Grantors have pledged certain Collateral for the benefit of the Term Loan Secured Parties;
WHEREAS, pursuant to the Term Loan Guaranty, dated as of the date hereof (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Term Loan Guaranty”), the Guarantors (as defined therein) have agreed to guarantee, for the benefit of the Term Loan Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations;
WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to the Subsidiary Grantors in connection with the operation of their respective businesses;
WHEREAS, it is a condition precedent to the obligations of the Lenders to make their respective Extensions of Credit to the Borrower under the Term Loan Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent, for the ratable benefit of the Term Loan Secured Parties;
WHEREAS, the Grantors acknowledge that they will derive substantial direct and indirect benefit from the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement on the terms set forth herein;
WHEREAS, pursuant to the ABL Credit Agreement, dated as of the date hereof, among the Borrower, certain Domestic Subsidiaries of the Borrower (collectively, the “ABL Borrowers”), Bank of America, N.A. as administrative agent, as collateral agent (in such capacity, the “ABL Agent”), swingline lender and letter of credit issuer and the other parties thereto, the lenders party thereto have severally agreed to make extensions of credit to the ABL Borrowers upon the terms and subject to the conditions set forth therein;
WHEREAS, pursuant to the ABL Guaranty, dated as of the date hereof, certain Domestic Subsidiaries of the Borrower agreed to guarantee for the benefit of the ABL Secured Parties the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranteed Obligations (as defined therein);
WHEREAS, pursuant to the ABL Pledge Agreement, dated as of the date hereof, the Borrower and certain Domestic Subsidiaries of the Borrower have pledged certain Collateral for the benefit of the ABL Secured Parties;
WHEREAS, pursuant to the ABL Security Agreement, dated as of the date hereof (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “ABL Security Agreement”), the ABL Borrowers and certain other Domestic Subsidiaries of the Borrower have granted a first priority Lien to the ABL Agent for the benefit of the ABL Secured Parties on the ABL Priority Collateral and a second priority Lien for the benefit of the ABL Secured Parties on the Term Loan Priority Collateral (subject in each case to liens permitted under the ABL Facility Agreement);
WHEREAS, the Collateral Agent and the ABL Agent have entered into an Intercreditor Agreement, acknowledged by the Grantors, dated as of the date hereof (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “ABL/Term Loan Intercreditor Agreement”); and
WHEREAS, the Collateral Agent and one or more Additional Agents may in the future enter into a Junior Lien Intercreditor Agreement substantially in the form attached to the Term Credit Loan Credit Agreement as Exhibit L-2, and acknowledged by the Grantors (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), and one or more Other Intercreditor Agreements or Intercreditor Agreement Supplements.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and
to induce the Agents and the Lenders to enter into the Term Loan Credit Agreement and to induce the Lenders to make their Extensions of Credit to the Borrower under the Term Loan Credit Agreement, to induce one or more Hedge Banks to enter into Secured Hedge Agreements with any Loan Party and to induce one or more Cash Management Banks to provide cash management services pursuant to Secured Cash Management Agreements to any Loan Party, the Grantors hereby agree with the Collateral Agent, for the benefit of the Term Loan Secured Parties, as follows:
| 1. | Defined Terms. |
(a) (i) Unless otherwise defined herein, terms defined in the Term Loan Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Term Loan Credit Agreement and (ii) all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “UCC”) and not defined herein or in the Term Loan Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the UCC, shall have the meaning specified in Article 9 thereof).
(b) The rules of construction and other interpretive provisions specified in Sections 1.02, 1.05, 1.06 and 1.07 of the Term Loan Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.
(c) The following terms shall have the following meanings:
“ABL Agent” shall have the meaning assigned to such term in the recitals hereto.
“ABL Borrowers” shall have the meaning assigned to such term in the recitals hereto.
“ABL Collateral Representative” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“ABL Facility Agreement” shall have the meaning assigned to such term in the Term Loan Credit Agreement.
“ABL Facility Documents” shall have the meaning assigned to such term in the Term Loan Credit Agreement.
“ABL Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“ABL Priority Collateral” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“ABL Secured Parties” means the “Secured Parties” as such term is defined in the ABL Facility Agreement.
“ABL Security Agreement” shall have the meaning assigned to such term in the recitals hereto.
“ABL/Term Loan Intercreditor Agreement” shall have the meaning assigned to such term in the recitals hereto.
“Additional ABL Agent” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional ABL Collateral Documents” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional ABL Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional Agent” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional Term Agent” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional Term Collateral Documents” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional Term Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Additional Term Secured Parties” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.01(c).
“Agreement” shall mean this Term Loan Security Agreement, as amended, supplemented, waived or otherwise modified from time to time.
“Borrower” shall have the meaning assigned to such term in the preamble hereto. In the event the Borrower consummates any merger, amalgamation or consolidation in accordance with Section 7.04 of the Term Loan Credit Agreement, the surviving Person in such merger, amalgamation or consolidation shall be deemed to be the “Borrower” for all purposes of this Agreement.
“Collateral” shall have the meaning assigned to such term in Section 2(a).
“Collateral Account” shall mean any collateral account established by the Collateral Agent as provided in Section 5.01.
“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.
“Collateral Representative” shall mean (i) with respect to the Term Loan Priority Collateral, the Term Loan Collateral Representative and, with respect to the ABL Priority Collateral, the ABL Collateral Representative, (ii) if the Junior Lien Intercreditor Agreement is executed, the Senior Priority Representative (as defined therein) and (iii) if any Other Intercreditor Agreement is executed, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement.
“Commercial Tort Action” shall mean any action, with respect to any Person other than the Grantors, that is commenced by a Grantor in the courts of the United States of America, any state or territory thereof or any political subdivision of any such state or territory, in which any Grantor seeks damages arising out of torts committed against it that would reasonably be expected to result in a damage award to it exceeding $5,000,000.
“Copyrights” shall mean all (a) copyright rights in any work subject to the copyright laws of the United States, whether registered or unregistered and whether published or unpublished, including copyrights in computer software and the content thereof, and internet web sites and the content thereof, (b) all derivative works, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the tangible medium of fixation, (c) registrations, recordings and applications for registration of any such copyright rights in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, and (d) rights to obtain all renewals thereof.
“Deposit Account” shall mean any “deposit account” as such term is defined in the UCC (as in effect on the date hereof), now or hereafter maintained by any Grantor.
“Deposit Account Control Agreement” means, with respect to any Deposit Account of any Grantor, a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Collateral Agent, among such Grantor, the Collateral Agent and the relevant Depositary Bank.
“Discharge of ABL Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Discharge of Additional ABL Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Discharge of Additional Term Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Discharge of Term Loan Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Excluded Equity Interests” shall mean (i) Equity Interests to the extent the grant of a security interest is prohibited by Law or requires a consent not obtained of any Governmental Authority pursuant to such Law; (ii) Equity Interests in any Person, other than wholly owned Restricted Subsidiaries; (iii) Equity Interests to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Borrower in writing in consultation with the Collateral Agent; (iv) Equity Interests as to which the Collateral Agent and the Borrower reasonably agree in writing that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (v) in excess of 65% of the Equity Interests of (A) any Foreign Subsidiaries or (B) any FSHCO; and (vi) Equity Interests of (A) any Subsidiary of a Foreign Subsidiary, (C) any Immaterial Subsidiary, (D) any Unrestricted Subsidiary, (E) any entity set forth in clause (b), (d), (e), (m) or (p) of the definition of Excluded Subsidiary and (F) any Equity Interests or other securities of a Subsidiary to the extent that the pledge of or grant of any lien on such Equity Interests or other securities for the benefit of any holders of any securities would result in the Borrower or any of the Restricted Subsidiaries being required to file separate financial statements for the issuer of such capital stock or securities with the Securities and Exchange Commission (or another governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement.
“Excluded Property” shall mean (a) any property included in the definition of “Collateral” in the Term Loan Pledge Agreement, (b) any Excluded Equity Interest, (c) any fee-owned real property with a value of less than $10,000,000 and all leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), in each case including fixtures related thereto, (d) motor vehicles and other assets subject to certificates of title, Letter of Credit Rights with a value of less than $5,000,000, Letter of Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of such a drawing of such letter of credit for a specified purpose and Commercial Tort Claims with a value of less than $5,000,000, (e) any asset or property to the extent the grant of a security interest is prohibited by Law or requires a consent not obtained of any Governmental Authority pursuant to such Law, (f) assets to the extent a security interest in such assets would result in material adverse tax
consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Borrower in writing in consultation with the Collateral Agent, (g) any lease, license or other agreement or Contractual Obligation or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or Contractual Obligation or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a wholly owned Subsidiary) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition, (h) those assets as to which the Collateral Agent and the Borrower reasonably agree in writing that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (i) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction, (j) “intent-to-use” trademark or service xxxx applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. §1051(c) or 15 U.S.C. §1051(d), respectively, or, if filed, has not been deemed in accordance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office to the extent that the grant of the security interest therein prior to such time would result in the invalidity or unenforceability of any such application or resulting registration, (k) any L/C Collateral, (l) any intellectual property rights arising under the laws of any jurisdiction other than the United States or any state thereof, (m) any commercial tort claims held by or assigned to the Litigation Trust (as defined in the Plan of Reorganization), (n) Excluded Deposit/Securities Accounts (o) any aircraft, airframes, aircraft engines, helicopters or rolling stock, or any other equipment or assets constituting a part thereof, (p) margin stock (within the meaning of Regulation U issued by the FRB), and (q) any property that would otherwise constitute ABL Priority Collateral but is Excluded Property (as such term is defined in the ABL Security Agreement); provided that prior to the Discharge of ABL Obligations, no asset that would be Excluded Property pursuant to the foregoing clauses (a) through (q) shall be Excluded Property if it has been granted to secure the ABL Facility Obligations and, for the avoidance of doubt, is not an “excluded” asset under the ABL Facility Documents.
“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.02(a).
“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.
“Grantor” shall mean each Subsidiary Grantor and the Borrower in their individual capacities, and collectively the “Grantors”.
“Guaranteed Obligations” shall have the meaning assigned to such term in the Guaranty. Notwithstanding anything to the contrary contained in this Agreement or any provision of the Term Loan Credit Agreement or any other Loan Document, the Guaranteed Obligations of any Grantor shall not extend to or include any Excluded Swap Obligation (as defined in the Guaranty).
“Guaranty” shall have the meaning assigned to such term in the recitals hereto.
“Intellectual Property” shall mean the Trade Secrets, Copyrights, Patents, Trademarks and the IP Agreements, all rights therein, and all rights to xxx at law or in equity for any past, present, or future infringement, misappropriation, violation, misuse or other impairment thereof, including the right to receive injunctive relief and all Proceeds and damages therefrom.
“Intellectual Property Collateral” shall mean the Collateral constituting Intellectual Property, including the Intellectual Property set forth in Schedule 3.02(a)(i) and Schedule 3.02(a)(ii) hereto.
“Intellectual Property Security Agreements” shall have the meaning assigned to such term in Section 4.01(c).
“Intercreditor Agreements” shall mean, (a) the ABL/Term Loan Intercreditor Agreement, (b) any Junior Lien Intercreditor Agreement and (c) any Other Intercreditor Agreement that may be entered into in the future by the Collateral Agent and one or more Additional Agents and acknowledged by the Borrower and the other Grantors (each as amended, amended and restated, waived, supplemented or otherwise modified from time to time (upon and during the effectiveness thereof)).
“IP Agreements” shall mean any and all written United States agreements, now or hereafter in effect, relating to the license, development, use, manufacture, distribution, sale or disclosure of any Copyrights, Patents, Trademarks, Trade Secrets or other Intellectual Property to which any Grantor, now or hereafter, is a party.
“Junior Lien Intercreditor Agreement” shall have the meaning assigned to such term in the recitals hereto.
“L/C Collateral” shall have the meaning assigned to such term in the Term Loan Credit Agreement.
“Lenders” shall have the meaning assigned to such term in the recitals hereto.
“Loan Parties” shall mean the Borrower and the Subsidiary Grantors.
“Material Newspapers” means the daily newspaper publications for the following: Chicago Tribune, Los Angeles Times, Sun Sentinel and Baltimore Sun.
“Patents” shall mean (a) all letters patent of the United States, all registrations, recordings and extensions thereof, and all applications for letters patent of the United States, including patent registrations, statutory invention registrations, utility models, recordings and pending applications in the United States Patent and Trademark Office, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (a) and (b), all the inventions disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein.
“Perfection Exceptions” shall have the meaning assigned to such term in Section 3.03(b).
“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and including, in any event, all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including all claims of the relevant Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral.
“Registered Intellectual Property” shall have the meaning set forth in Section 3.02(a).
“Release Date” shall mean the date on which the Aggregate Commitments are terminated and all Guaranteed Obligations then due and owing are paid in full (other than (A) contingent indemnification or other contingent obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements).
“Secured Debt Documents” shall mean, collectively, the Loan Documents, each Secured Hedge Agreement entered into with a Hedge Bank and each Secured Cash Management Agreement entered into with a Cash Management Bank.
“Securities Account” shall mean any “securities account,” as such term is defined in Article 8 of the UCC (as in effect on the date hereof), now or hereafter maintained by any Grantors.
“Securities Account Control Agreement” means, when used with respect to a Securities Account, a securities account control agreement in form and substance reasonably satisfactory to the Collateral Agent among the relevant Securities Intermediary, the relevant Grantor and the Collateral Agent.
“Security Interest” shall have the meaning assigned to such term in Section 2(a).
“Subsidiary Grantor” shall mean each of the Subsidiaries of the Borrower listed on Schedule A hereto and each other Subsidiary of the Borrower that becomes a Grantor pursuant to Section 7.13, in each case, unless and until such time as the respective Grantor is released from all of its obligations under this Agreement in accordance with the terms and provisions hereof and of the Term Loan Credit Agreement.
“Term Loan Collateral Representative” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Term Loan Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.
“Term Loan Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Term Loan Pledge Agreement” shall have the meaning assigned to such term in the recitals hereto.
“Term Loan Priority Collateral” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.
“Term Loan Secured Parties” shall mean the “Secured Parties”, as such term is defined in the Term Loan Credit Agreement.
“Trademarks” shall mean (a) all trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, whether registered or unregistered, in each case arising under the laws of the United States or any state thereof, and all registrations, recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent and Trademark Office or any similar offices in any State of the United States and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.
“Trade Secrets” shall mean all confidential and proprietary information, including know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, in each case arising under the laws of the United States or any state thereof, including, without
limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.
“UCC” shall have the meaning assigned to such term in Section 1(a)(ii).
“Vehicles” shall mean all railcars, cars, trucks, trailers, and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.
(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.
| 2. | Grant of Security Interest. |
(a) Each Grantor hereby grants to the Collateral Agent for the benefit of the Term Loan Secured Parties, a security interest in and continuing lien on (the “Security Interest”) all of such Grantor’s right, title and interest in (subject only to Liens permitted under the Term Loan Credit Agreement) and to all of the following assets and properties now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations of such Grantor:
(i) all Accounts;
(ii) all cash;
(iii) all Chattel Paper;
(iv) all Commercial Tort Claims with respect to which a Commercial Tort Action was commenced described on Schedule 2(a)(iv) hereto (together with any Commercial Tort Claims with respect to which a Commercial Tort Action was commenced subject to a further writing provided in accordance with Section 4.01(d));
(v) all Deposit Accounts;
(vi) all Documents;
(vii) all Equipment;
(viii) all Fixtures;
(ix) all General Intangibles;
(x) all Instruments;
(xi) all Intellectual Property;
(xii) all Inventory;
(xiii) all Investment Property;
(xiv) all Letter-of-Credit Rights;
(xv) all Money;
(xvi) all Securities Accounts;
(xvii) all books and records pertaining to the Collateral; and
(xviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;
provided that notwithstanding anything to the contrary contained in this Agreement, the security interest created by this Agreement shall not extend to, and the term “Collateral” and the other terms defining the components of the Collateral in the foregoing clauses (i) through (xviii), and any term defined by reference to the UCC, shall not include, any Excluded Property (it being understood that such grant will be applicable at such time as any such property or assets ceases to constitute Excluded Property).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant United States jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.
Each Grantor further authorizes the Collateral Agent to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office),
as applicable, such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing, protecting or providing notice of the Security Interests granted by such Grantor hereunder.
This Agreement secures the payment of all the respective Guaranteed Obligations of the Grantors. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Guaranteed Obligations, and would be owed to the Collateral Agent or the Term Loan Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.
The Security Interests created hereby are granted as security only and shall not subject the Collateral Agent or any other Term Loan Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(c) Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to clause (a) above shall (i) with respect to Collateral other than Collateral constituting Term Loan Priority Collateral, (x) prior to the Discharge of ABL Obligations, be subject and subordinate, as and to the extent provided for in the ABL/Term Loan Intercreditor Agreement, to the Liens granted to the ABL Agent for the benefit of the ABL Secured Parties to secure the ABL Obligations pursuant to the ABL Security Agreement and (y) prior to the Discharge of Additional ABL Obligations, be subject and subordinate, as and to the extent provided for in the ABL/Term Loan Intercreditor Agreement, to the Liens granted to any Additional ABL Agent for the benefit of the holders of the Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the Additional ABL Collateral Documents as and to the extent provided for therein, and (ii) with respect to all Collateral, prior to the Discharge of Additional Term Obligations, be pari passu and equal in priority to the Liens granted to any Additional Term Agent for the benefit of the holders of the applicable Additional Term Obligations to secure such Additional Term Obligations pursuant to the applicable Additional Term Collateral Documents (except, in the case of this sub-clause (ii), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Term Loan Secured Parties and any Additional Term Agent, on behalf of itself and the Additional Term Secured Parties, including pursuant to a Junior Lien Intercreditor Agreement). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the ABL Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement are subject to the provisions of the applicable Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms
of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the ABL Agent and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, (ii) the Collateral Agent and Additional Term Loan Agent, in the case of the Junior Lien Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as any ABL Obligations or any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Collateral constituting ABL Priority Collateral shall be satisfied by causing such ABL Priority Collateral to be delivered to the ABL Agent or the applicable ABL Collateral Representative, to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) for so long as any Additional Term Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Collateral shall be satisfied by causing such Collateral to be delivered to the applicable Collateral Representative to be held in accordance with the applicable Intercreditor Agreement.
| 3. | Representations and Warranties. |
Each Grantor hereby represents and warrants to the Collateral Agent and each Term Loan Secured Party that:
3.01 Title; No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent, for the benefit of the Term Loan Secured Parties, pursuant to this Agreement and (b) Liens permitted under the Term Loan Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens. Each Grantor has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement, in each case (except with respect to the Borrower or any Grantor that is a Significant Subsidiary), to the extent that any such failure would not reasonably be expected to have a Material Adverse Effect. To the knowledge of such Grantor, no action or proceeding seeking to limit, cancel or question the validity of such Grantor’s ownership interest in the Collateral, that would reasonably be expected to result in a Material Adverse Effect, is pending or threatened. Such Grantor has not filed or consented to the filing of any (x) security agreement, financing statement or analogous document under the Uniform Commercial Code or any other similar Laws covering any of such Grantor’s Collateral, (y) assignment for security in which such Grantor assigns any of such Grantor’s Collateral or any security agreement or similar instrument covering any of such Grantor’s Collateral with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, which security agreement, financing statement or similar instrument or assignment is still in effect or (z) assignment for
security in which such Grantor assigns any of such Grantor’s Collateral or any security agreement or similar instrument covering any of such Grantor’s Collateral with any foreign governmental, municipal or other governmental office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, such as (i) are filed in favor of (A) the Collateral Agent for the benefit of the Term Loan Secured Parties, pursuant to this Agreement or the other Loan Documents and (B) the ABL Agent for the benefit of the ABL Secured Parties pursuant to the ABL Security Agreement and the other ABL Facility Documents, (ii) are filed in respect of Liens permitted by the Term Loan Credit Agreement or (iii) are filed in respect of Liens being terminated on the Closing Date.
3.02 Intellectual Property.
(a) As of the date hereof, the Intellectual Property Collateral set forth on Schedule 3.02(a)(i) hereto is a true and correct list in all material respects of all copyright registrations with respect to Material Newspapers registered with the United States Copyright Office on or after January 1, 2009, issued patents, pending patent applications, federal trademark registrations and pending federal trademark applications, in each case, in the United States (collectively, the “Registered Intellectual Property”), owned in whole or in part by such Grantor and indicates for each such item, as applicable, the title, the application and/or registration number, date and jurisdiction of filing and/or issuance and the identity of the current applicant or registered owner. Schedule 3.02(a)(ii) hereto is a true and correct list in all material respects of all IP Agreements pursuant to which any Grantor, as of the date hereof, is the exclusive licensee of any registered United States Copyright, and indicates for each such IP Agreement, the title of such IP Agreement, the date of such IP Agreement, the parties to such IP Agreement, and the title, registration number, date of filing and the identity of the registered owner of each registered United States Copyright exclusively licensed to any Grantor pursuant to such IP Agreement (collectively, the “Exclusive IP Agreements”).
(b) Except as would not reasonably be expected to result in a Material Adverse Effect:
(i) The Registered Intellectual Property of such Grantor is subsisting and has not been adjudged invalid or unenforceable in whole or in part and there are no pending or, to such Grantor’s knowledge, threatened (in writing) claims challenging the validity or enforceability of the Registered Intellectual Property of such Grantor, and
(ii) To such Grantor’s knowledge, no Person is engaging in any activity that materially infringes, misappropriates or otherwise violates the Intellectual Property Collateral of such Grantor or the Grantor’s rights in or use thereof.
3.03 Perfected Security Interests.
(a) Subject to the Perfection Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral of such Grantor in favor of the Collateral Agent, for the benefit of the Term Loan Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the delivery thereof to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, and the filing of the financing statements referred to in clause (A), (C) in the case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed agreements in the form of the Grant of Security Interest in Copyrights, the Notice and Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 2-A, 2-B and 2-C hereto in the United States Copyright Office and the United States Patent and Trademark Office, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control” (in the case of Deposit Accounts and Securities Accounts only to the extent (i) ABL Obligations or any Additional ABL Obligations remain outstanding and (ii) required by Sections 2.18, 2.21, 2.23 and 10.07 of the ABL Facility Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions required by Section 4.01(d) and the filing of financing statements referred to in clause (A) and (iii) subject to any applicable Intercreditor Agreement, are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Term Loan Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Term Loan Credit Agreement.
(b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter of Credit Rights, except, so long as the ABL Obligations or any Additional ABL Obligations remain outstanding, as required by Sections 2.18, 2.21, 2.23 and 10.07 of the ABL Facility Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (z) collectively, the “Perfection Exceptions”).
(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise not prohibited by the Term Loan Credit Agreement.
(d) As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in Schedule 2(a)(iv).
3.04 Accounts. As of the date hereof, no amount payable in excess of $5,000,000 to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, properly endorsed for transfer, to the extent, in the case of any such Instrument, delivery is required by the Term Loan Pledge Agreement.
3.05 Names. (a) The exact legal name of the Borrower and each Grantor, as such name appears in its respective certificate of incorporation or any other organizational document, is as set forth in Schedule 3.05(a). The Borrower and each Grantor is (i) the type of entity disclosed next to its name in Schedule 3.05(a) and (ii) a registered organization except to the extent disclosed in Schedule 3.05(a). Also set forth in Schedule 3.05(a) is the jurisdiction of formation of the Borrower and each Grantor and, if the applicable Grantor is organized in a jurisdiction that requires the organizational identification number or the Federal Taxpayer Identification Number to be included in an effective UCC-1 financing statement, the organizational identification number of such Grantor or the Federal Taxpayer Identification Number of such Grantor, as applicable.
(b) Set forth in Schedule 3.05(b) is any other corporate or organizational names the Borrower and each Grantor has had in the past five years, together with the date of the relevant change.
(c) Set forth in Schedule 3.05(c) is the information required by Section 3.05(b) for any other business or organization to which the Borrower or any Grantor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, at any time in the past four months. Except as set forth in Schedule 3.05(c), no Loan Party has changed its jurisdiction of organization at any time during the past four months.
3.06 Current Locations. The chief executive office of the Borrower and each Grantor is located at the address set forth in Schedule 3.06 hereto.
3.07 Letter-of-Credit Rights. Set forth in Schedule 3.07 is a true and correct list of all letters of credit issued in favor of the Borrower or any Grantor, as beneficiary thereunder having a maximum available amount in excess of $5,000,000.
3.08 Chattel Paper. Set forth in Schedule 3.08 is a true and correct list of all tangible chattel paper and electronic chattel paper held by the Borrower or any Grantor as of the Closing Date.
| 4. | Covenants. |
Each Grantor hereby covenants and agrees with the Collateral Agent and the other Term Loan Secured Parties that, from and after the date of this Agreement until the Release Date:
4.01 Maintenance of Perfected Security Interest; Further Documentation.
(a) Such Grantor shall maintain the Security Interests created hereby as perfected security interests (as and to the extent required by Section 3.03(a) and subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the Term Loan Credit Agreement and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority thereof against the claims and demands not permitted by the Term Loan Credit Agreement of all Persons whomsoever.
(b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request.
(c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned
on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the Term Loan Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibits 2-A, 2-B or 2-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering the After-Acquired Intellectual Property Collateral obtained during the period to which such Compliance Certificate relates, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 2-A), the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral.
(d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the Term Loan Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.
(e) Subject to the Perfection Exceptions and clause (f) below, each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 6.14 of the Term Loan Credit Agreement.
(f) Notwithstanding anything in this Section 4.01 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by
the Term Loan Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Borrower that is required by the Term Loan Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Term Loan Credit Agreement, and this Section 4.01.
(g) Notwithstanding the foregoing, subject to Section 6.12 of the Term Loan Credit Agreement, any action required to be taken by any Grantor pursuant to this Section 4.01 (other than clause (a) hereof) may be taken by such Grantor, at its option, on or prior to the date the Borrower is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the Term Loan Credit Agreement for the fiscal quarter during which the event triggering such action occurred or by such later date permitted by this Agreement.
4.02 Changes in Locations, Name, etc. Each Grantor will furnish to the Collateral Agent prompt written notice (which shall in any event be provided by the earlier of (x) 30 days after such change and (y) 10 days prior to the date on which the perfection of the liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of any change (i) in its legal name, (ii) in its jurisdiction of incorporation or organization or (iii) in its identity or type of organization or corporate structure. Each Grantor agrees promptly to provide the Collateral Agent after notification of any such change with certified Organizational Documents reflecting any of the changes described in the first sentence of this paragraph. The Borrower also agrees to promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.
4.03 Notices.
(a) Each Grantor will advise the Collateral Agent in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby and other Liens permitted under the Term Loan Credit Agreement) on any of the Collateral, which would adversely affect, in any material respect, the ability of the Collateral Agent to exercise any of its remedies hereunder.
(b) Upon the occurrence and during the continuation of any Event of Default and after written notice is delivered to the Borrower or the applicable Grantor, all insurance payments in respect of any Equipment of such Grantor shall be paid to and applied by the Collateral Agent as and to the extent specified in Section 5.04.
4.04 Intellectual Property.
(a) Subject to Section 4.04(c), with respect to each item of Intellectual Property Collateral owned by each Grantor, such Grantor agrees to take, at its expense, all commercially reasonable steps, including, as applicable, in the United States Patent
and Trademark Office, the United States Copyright Office and any other Governmental Authority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, as applicable, now or hereafter included in such Intellectual Property Collateral of such Grantor, except in each case to the extent failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.
(b) Subject to Section 4.04(c), such Grantor shall (and shall use commercially reasonable efforts to cause all its licensees to), as and to the extent appropriate, in such Grantor’s reasonable business judgment, (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a security interest in such other Trademark pursuant to this Agreement to the extent required herein and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated or fall into the public domain, except in each case to the extent failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.
(c) No Grantor shall discontinue use of or otherwise abandon any owned Intellectual Property Collateral unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable or economically practicable in the conduct of such Grantor’s business, except to the extent that such discontinuance or abandonment would not reasonably be expected to result in a Material Adverse Effect.
(d) In the event that any Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such Grantor shall promptly notify the Collateral Agent and take such actions, at its expense, as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.
(e) With respect to its United States Registered Intellectual Property owned by such Grantor in its own name on the date hereof, and the Exclusive IP Agreements to which it is a party as of the date hereof, each Grantor shall execute or otherwise authenticate an agreement, in substantially the form of the Intellectual Property Security Agreements, as applicable, for recording the Security Interest granted hereunder to the Collateral Agent in such United States Registered Intellectual Property and Exclusive IP Agreements with the United States Copyright Office (if in the form of Exhibit 2-A) and the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C).
4.05 Collateral Matters. Notwithstanding anything to the contrary in this Agreement, the foregoing requirements of this Section 4 shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement and, in the event of any conflict with such terms, the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, shall control.
| 5. | Remedial Provisions. |
5.01 Certain Matters Relating to Accounts.
(a) Subject to the terms of any applicable Intercreditor Agreement, at any time after the occurrence and during the continuation of an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Term Loan Credit Agreement after written notice is delivered to the applicable Grantors, the Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Term Loan Secured Party; provided that the provisions of Section 10.08 of the Term Loan Credit Agreement shall apply to such information.
(b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and, subject to the terms of any applicable Intercreditor Agreement, the Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuation of an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Term Loan Credit Agreement. Subject to the terms of any applicable Intercreditor Agreement, at any time after the occurrence and during the continuation of an Event of Default under the Term Loan Credit Agreement, any payments of Accounts, when collected by any Grantor, (i) if required in writing by
the Collateral Agent, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Term Loan Secured Parties only as provided in Section 5.04, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Term Loan Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(c) Subject to the terms of any applicable Intercreditor Agreement, at the Collateral Agent’s written request at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all orders, invoices and shipping receipts.
(d) Subject to the terms of any applicable Intercreditor Agreement, at any time (i) upon the occurrence and during the continuation of an Event of Default and (ii) after written notice is delivered to the Grantor, a Grantor shall not (other than in the ordinary course of business) grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors in writing not to grant or make any such extension, credit, discount, compromise, or settlement under any circumstances during the continuation of such Event of Default.
5.02 Communications with Obligors; Grantors Remain Liable.
(a) Subject to the terms of any applicable Intercreditor Agreement, upon the written request of the Collateral Agent at any time after the occurrence and during the continuation of an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Term Loan Credit Agreement, each Grantor shall notify obligors on the Accounts of such Grantor that the Accounts have been assigned to the Collateral Agent, for the benefit of the Term Loan Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent and may enforce such Grantor’s rights against such obligors.
(b) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts of such Grantor to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Term Loan Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this
Agreement or the receipt by the Collateral Agent or any Term Loan Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Term Loan Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto) of such Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
5.03 Proceeds to be Turned Over to Collateral Agent. In addition to the rights of the Collateral Agent and the other Term Loan Secured Parties specified in Section 5.01 with respect to payments of Accounts, if an Event of Default shall occur and be continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Term Loan Secured Parties, segregated from other funds of such Grantor, and shall, upon the notice in writing by the Collateral Agent (subject to the terms of any applicable Intercreditor Agreement) to the relevant Grantor (it being understood that the exercise of remedies by the Term Loan Secured Parties in connection with an Event of Default shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), forthwith upon receipt by such Grantor, be turned over to the Collateral Agent, in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent (subject to the terms of any applicable Intercreditor Agreement). All Proceeds of Collateral while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Term Loan Secured Parties) shall continue to be held as collateral security for all the Guaranteed Obligations and shall not constitute payment thereof until applied as provided in Section 5.04.
5.04 Application of Proceeds. Except as expressly provided elsewhere in this Agreement or any other Loan Document, (i) any cash held in the Collateral Accounts and (ii) all proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall, subject to the terms of any applicable Intercreditor Agreement, be applied pursuant to Section 8.04 of the Term Loan Credit Agreement.
5.05 Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a
secured party upon default under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) or any other applicable law or in equity and also, to the extent permitted by applicable law, may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, subject to any existing reserved rights or licenses, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent or any Term Loan Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold and the Collateral Agent or such Term Loan Secured Party may, subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 8.04(a) of the Term Loan Credit Agreement and (y) the ratable satisfaction of the Guaranteed Obligations in accordance with the priorities set forth in Section 8.04 of the Term Loan Credit Agreement, pay the purchase price by crediting the amount thereof against the Guaranteed Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement), to assemble the Collateral and make it available to the Collateral Agent at places and times which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it
pursuant to this Section 5.05 in accordance with the provisions of Section 8.04 of the Term Loan Credit Agreement. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may, subject to the terms of any applicable Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.
5.06 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Guaranteed Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any Term Loan Secured Party to collect such deficiency.
5.07 Amendments, etc. with Respect to the Guaranteed Obligations; Waiver of Rights. Each Grantor shall (to the maximum extent permitted by law) remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Guaranteed Obligations made by the Collateral Agent or any other Term Loan Secured Party may be rescinded by such party and any of the Guaranteed Obligations continued, (b) the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Term Loan Secured Party, (c) the Secured Debt Documents, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Term Loan Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Term Loan Secured Party shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Term Loan Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Grantor, and any failure by the Collateral Agent or any other Term Loan Secured Party to make any such demand or to collect any payments from the Borrower or any other Grantor or any release of the Borrower or any other Grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.
5.08 Conflict with Term Loan Credit Agreement. In the event of any conflict between the terms of this Section 5 and the Term Loan Credit Agreement, the Term Loan Credit Agreement shall prevail.
| 6. | The Collateral Agent. |
6.01 Collateral Agent’s Appointment as Attorney-in-Fact, etc.
(a) Subject to the terms of any applicable Intercreditor Agreement, each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement, and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement, and the other Loan Documents and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default:
(i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the Term Loan Secured Parties’ Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral;
(iv) execute, in connection with any sale provided for in Section 5.05, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;
(v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Term Loan Credit Agreement;
(vi) solely with respect to an Event of Default pursuant to Sections 8.01(a), 8.01(f) and 8.01(g) of the Term Loan Credit Agreement, send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;
(vii) solely with respect to an Event of Default pursuant to Sections 8.01(a) and 8.01(f) of the Term Loan Credit Agreement, direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;
(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;
(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;
(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;
(xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate (with such Grantor’s consent (not to be
unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(xiii) subject to any existing reserved rights and licenses, assign, license or sublicense any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its reasonable business discretion determine; and
(xiv) generally, but subject to any existing reserved rights and licenses, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Term Loan Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
Anything in this Section 6.0l(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.01(a) unless an Event of Default shall have occurred and be continuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as permitted under this Section 6.01, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Term Loan Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released.
6.02 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession,
under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Term Loan Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Term Loan Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Term Loan Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Term Loan Secured Party to exercise any such powers. The Collateral Agent and the other Term Loan Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.
6.03 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Term Loan Secured Parties, be governed by this Agreement and such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Term Loan Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
6.04 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interests created hereby and all obligations of the Grantors hereunder shall (to the maximum extent permitted by law) be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Term Loan Credit Agreement, any other Secured Debt Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Term Loan Credit Agreement, any other Secured Debt Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the Guaranteed Obligations, or (d) any other circumstance (other than a defense of payment or performance) that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Guaranteed Obligations or this Agreement.
6.05 Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.
(a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Term Loan Secured Parties and their respective successors, indorsees, transferees and assigns until the Release Date.
(b) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interests in the Collateral of such Subsidiary Grantor created hereby shall be automatically released, upon the consummation of any transaction permitted by the Term Loan Credit Agreement, as a result of which such Subsidiary Grantor ceases to be a Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary.
(c) The Security Interests in any Collateral created hereby shall be automatically released and such Collateral sold, free and clear of the Lien and Security Interests created hereby (w) upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Term Loan Credit Agreement (other than to another Grantor), (x) upon the effectiveness of any written consent to the release of the Security Interests created hereby in any Collateral pursuant to Section 10.01 of the Term Loan Credit Agreement, (y) upon property constituting Excluded Property or (z) as otherwise provided in any applicable Intercreditor Agreement.
(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence or confirm such termination or release.
6.06 Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Term Loan Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.
| 7. | Miscellaneous. |
7.01 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Collateral Agent in accordance with Section 10.01 of the Term Loan Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1 in each case duly executed by each Grantor directly effected thereby.
7.02 Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 10.02 of the Term Loan Credit Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 10.02 of the Term Loan Credit Agreement.
7.03 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any other Term Loan Secured Party shall by any act (except by a written instrument pursuant to Section 7.01 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Term Loan Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Term Loan Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Term Loan Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
7.04 Enforcement Expenses; Indemnification.
(a) Each Grantor agrees to pay any and all reasonable and documented or invoiced expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Term Loan Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor under this Agreement, in each case to the extent the Borrower would be required to do so pursuant to Section 10.04 of the Term Loan Credit Agreement.
(b) Each Grantor agrees to pay, and to save the Collateral Agent and the other Term Loan Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes, charges or similar levies which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
(c) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to pay, and to save the Collateral Agent and the other Term Loan Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, in each case to the extent the Borrower would be required to do so pursuant to Section 10.05 of the Term Loan Credit Agreement.
(d) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations secured hereby and by the other Collateral Documents. The agreements in this Section 7.04 shall survive termination of this Agreement, or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or, any other Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Term Loan Secured Party. All amounts due under this Section 7.04 shall be payable within 30 days after demand therefor.
7.05 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby and by the Term Loan Credit Agreement, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent, except pursuant to a transaction or otherwise as permitted by the Term Loan Credit Agreement.
7.06 Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The Collateral Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.
7.07 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
7.08 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
7.09 Integration. This Agreement together with the other Loan Documents represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Term Loan Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents (and each other agreement or instrument executed or issued in connection therewith).
7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
7.11 Submission to Jurisdiction Waivers. Each party hereto hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them and agrees that any such action or proceeding shall be brought solely in such New York Courts; provided that nothing in this Agreement shall be deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Guaranteed Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 7.11 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any person, or decline (or, in the
case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 7.11 would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding;
(b) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this section;
(c) consents to service of process in the manner provided for notices in Section 7.02; and
(d) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.11 any special, exemplary, punitive or consequential damages;
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any court referred to in paragraph (a) above.
Nothing in this Agreement will affect the right of any party hereto to serve process in any manner permitted by applicable law.
7.12 Acknowledgments. Each Grantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;
(b) neither the Collateral Agent nor any other Term Loan Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Term Loan Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;
(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Term Loan Secured Parties or among the Grantors and the Term Loan Secured Parties; and
(d) upon any Event of Default, the Collateral Agent may proceed without notice, against any Grantor and any Collateral to collect and recover the full amount of any Obligation then due, without first proceeding against any other Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding.
7.13 Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.12 of the Term Loan Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.
7.14 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.14 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
7.15 Intercreditor Agreement. Notwithstanding any provision to the contrary in this Agreement, in the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, the provisions of such Intercreditor Agreement shall prevail.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.
| TRIBUNE PUBLISHING COMPANY | ||
| as a Grantor, | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Term Loan Security Agreement]
| Blue Lynx Media, LLC | ||
| Builder Media Solutions, LLC | ||
| California Community News, LLC | ||
| Capital-Gazette Communications, LLC | ||
| Xxxxxxx County Times, LLC | ||
| Chicago Tribune Company, LLC | ||
| Chicagoland Publishing Company, LLC | ||
| XxxXxxxXxXxxxx.xxx Referral Services, LLC | ||
| xxxxxxxxxxxxxx.xxx, LLC | ||
| Hoy Publications, LLC | ||
| Internet Foreclosure Service, LLC | ||
| Local Pro Plus Realty, LLC | ||
| Los Angeles Times Communications LLC | ||
| Orlando Sentinel Communications Company, LLC | ||
| Sun-Sentinel Company, LLC | ||
| TCA News Service, LLC | ||
| The Baltimore Sun Company, LLC | ||
| The Daily Press, LLC | ||
| The Hartford Courant Company, LLC | ||
| The Morning Call, LLC | ||
| Tribune 365, LLC | ||
| Tribune Content Agency, LLC | ||
| Tribune Direct Marketing, LLC | ||
| Tribune Interactive, LLC | ||
| Tribune Content Agency London, LLC | ||
| Tribune Publishing Company, LLC | ||
| Tribune Washington Bureau, LLC | ||
| each as a Grantor, | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Secretary | |
[Signature Page to Term Loan Security Agreement]
| McClatchy/Tribune Information Services, LLC, as a Grantor | ||
| By: TCA News Service, LLC, as its Member | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Secretary | |
| By: Tribune Publishing Company, LLC, as its Member | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Secretary | |
| JPMORGAN CHASE BANK, N.A., | ||||
| as Collateral Agent | ||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Executive Director | |||
SCHEDULE A
TO THE TERM LOAN SECURITY AGREEMENT
SUBSIDIARY GRANTORS
| 1. | Blue Lynx Media, LLC |
| 2. | Builder Media Solutions, LLC |
| 3. | California Community News, LLC |
| 4. | Capital-Gazette Communications, LLC |
| 5. | Xxxxxxx County Times, LLC (f/k/a Landmark Community Newspapers of Maryland, LLC) |
| 6. | Chicago Tribune Company, LLC |
| 7. | Chicagoland Publishing Company, LLC |
| 8. | XxxXxxxXxXxxxx.xxx Referral Services, LLC |
| 9. | xxxxxxxxxxxxxx.xxx, LLC |
| 10. | Hoy Publications, LLC |
| 11. | Internet Foreclosure Service, LLC |
| 12. | Local Pro Plus Realty, LLC |
| 13. | Los Angeles Times Communications LLC |
| 14. | McClatchy/Tribune Information Services, LLC |
| 15. | Orlando Sentinel Communications Company, LLC |
| 16. | Sun-Sentinel Company, LLC |
| 17. | TCA News Service, LLC |
| 18. | The Baltimore Sun Company, LLC |
| 19. | The Daily Press, LLC |
| 20. | The Hartford Courant Company, LLC |
| 21. | The Morning Call, LLC |
| 22. | Tribune 365, LLC |
| 23. | Tribune Content Agency, LLC (f/k/a TMS News and Features, LLC) |
| 24. | Tribune Direct Marketing, LLC |
| 25. | Tribune Interactive, LLC |
| 26. | Tribune Content Agency London, LLC (f/k/a Tribune Media Services London, LLC) |
| 27. | Tribune Publishing Company, LLC |
| 28. | Tribune Washington Bureau, LLC |
SCHEDULE 2(a)(iv) TO THE
COMMERCIAL TORT CLAIMS
None.
SCHEDULE 3.02(a)(i) TO THE
REGISTERED INTELLECTUAL PROPERTY
| A. | COPYRIGHTS |
Copyright Registrations
| Title |
Current owner |
Registration |
Copyright | |||
| Xxxxxx: A Photographic Portrait of America’s Most Notorious Gangster. | Chicago Tribune Company, LLC | 2013-12-9 | TX0007820451 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-01-29 | TX0006631926 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-03-09 | TX0006679508 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-04-16 | TX0006631550 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-06-11 | TX0006681730 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-06-18 | TX0006679511 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-08-07 | TX0006685341 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-09-14 | TX0006683998 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-10-13 | TX0006685673 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-11-02 | TX0006700107 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-11-27 | TX0006700069 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2009-11-30 | TX0006699974 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-01-01 | TX0006701541 |
| Title |
Current owner |
Registration |
Copyright | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-04-12 | TX0006704036 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-07-02 | TX0000000000 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-07-06 | TX0006704863 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-09-01 | TX0006705118 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-10-06 | TX0006776164 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-10-08 | TX0006771483 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-10-22 | TX0006718509 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2010-12-20 | TX0006771757 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-01-10 | TX0006771515 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-02-22 | TX0006772975 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-03-23 | TX0006772922 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-04-13 | TX0006776368 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-06-13 | TX0006778315 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-07-11 | TX0006604598 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-07-12 | TX0006604599 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-08-03 | TX0006784582 | |||
| Good Eating’s Best of the Best: Great recipes of the past decade from the Chicago Tribune test kitchen | Chicago Tribune Company, LLC | 2011-09-26 | TX0007439909 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2012-11-19 | TX0006604600 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2012-12-07 | TX0007693250 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2012-12-26 | TX0007741886 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2012-12-26 | TX0007741913 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2011-09-12 | TX0006784583 |
| Title |
Current owner |
Registration |
Copyright | |||
| Life Skills: How to Do Almost Anything. | Chicago Tribune Company, LLC | 2013-12-9 | TX0007819257 | |||
| Prep School: How to Improve Your Kitchen Skills and Cooking Techniques. | Chicago Tribune Company, LLC | 2013-12-9 | TX0007815954 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2013-02-26 | TX0007806252 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2013-02-26 | TX0007806274 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2013-03-26 | TX0007806241 | |||
| Chicago Tribune | Chicago Tribune Company, LLC | 2013-03-26 | TX0007806296 | |||
| Chicago Tribune | Chicago Tribune Company LLC | 2014-01-22 | TX0007875719 | |||
| Chicago Tribune | Chicago Tribune Company LLC | 2014-01-22 | TX0007875720 | |||
| Chicago Tribune | Chicago Tribune | 2013-05-09 | TX0007883208 | |||
| Chicago Tribune | Chicago Tribune | 2013-05-09 | TX0007883233 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-04-20 | TX0006679665 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-04-20 | TX0006631638 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-04-24 | TX0006679528 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-04-24 | TX0000000000 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-04-24 | TX0006631511 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-05-01 | TX0006631419 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-06-22 | TX0006683871 |
| Title |
Current owner |
Registration |
Copyright | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-06-22 | TX0000000000 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-06-22 | TX0000000000 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-06-26 | TX0006684083 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-08-21 | TX0006684018 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-08-24 | TX0006683930 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-12-29 | TX0006699962 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-12-29 | TX0006701494 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-12-29 | TX0006699954 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2009-12-29 | TX0006699969 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2010-04-26 | TX0006703968 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2010-05-05 | TX0006703965 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2010-05-24 | TX0006704230 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2010-07-26 | TX0006705082 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2010-07-26 | TX0006705083 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2010-10-08 | TX0006718602 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-01-11 | TX0006771507 |
| Title |
Current owner |
Registration |
Copyright | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-01-11 | TX0000000000 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-01-11 | TX0006771509 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-01-12 | TX0006771514 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-03-16 | TX0006772858 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-03-16 | TX0006772946 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-03-17 | TX0006772898 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-04-29 | TX0006778267 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2011-04-29 | TX0000000000 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2012-10-31 | TX0007807041 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2012-11-20 | TX0007681418 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2012-11-20 | TX0007695958 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2013-01-25 | TX0007681450 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2013-01-25 | TX0007681454 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2013-03-25 | TX0007687007 | |||
| Los Angeles Times | Los Angeles Times Communications, LLC | 2013-04-08 | TX0007713135 |
| Title |
Current owner |
Registration |
Copyright | |||
| Los Angeles Times. [Published: 2013-03-01 to 2013-03-31. Issues: March 2013] | Los Angeles Times Communications, LLC | 2013-07-12 | TX0007811681 | |||
| Los Angeles Times. [Published: 2013-04-01 to 2013-04-30. Issues: April 2013] | Los Angeles Times Communications, LLC | 2013-07-12 | TX0007811118 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-02-02 | TX0006664968 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-02-02 | TX0006664951 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-06-11 | TX0006681615 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-06-11 | TX0006679401 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-08-20 | TX0006685344 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-08-31 | TX0006687600 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2009-09-15 | TX0006685714 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2010-02-04 | TX0006701520 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2010-04-22 | TX0006704961 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2010-06-06 | TX0006704869 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2010-07-30 | TX0006705066 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2010-11-01 | TX0006718521 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2010-11-12 | TX0006718508 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-02-24 | TX0006772965 |
| Title |
Current owner |
Registration |
Copyright | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-05-10 | TX0006776301 | |||
| South Florida Sun-Sentinel | Sun-Sentinel Company, LLC | 2011-03-21 | TX0006772782 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2010-04-23 | TX0000000000 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-05-31 | TX0006778363 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-07-11 | TX0006778827 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-08-01 | TX0006778888 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-08-09 | TX0006778994 | |||
| Sun-Sentinel (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2011-08-09 | TX0006778889 | |||
| Sun-Sentinel | Sun-Sentinel Company, LLC | 2013-02-05 | TX0007802880 | |||
| Sun-Sentinel. [Published: 2012-11-01 to 2012-11-30. Issues: Novermber 2012] (Fort Lauderdale, FL) | Sun-Sentinel Company, LLC | 2013-03-04 | TX0000000000 | |||
| Sun Sentinel | Sun Sentinel Company, LLC | 2013-01-03 | TX 0007875448 | |||
| Sun Sentinel | Sun Sentinel Company, LLC | 2013-07-15 | TX0007881053 | |||
| Sun Sentinel | Sun Sentinel Company, LLC | 2013-10-21 | TX0007876624 | |||
| Sun Sentinel | Sun Sentinel Company, LLC | 2013-01-23 | TX0007727662 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2010-10-13 | TX0006772763 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2010-11-01 | TX0006718545 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2010-11-01 | TX0006718549 |
| Title |
Current owner |
Registration |
Copyright | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-01-31 | TX0006782647 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-01-31 | TX0006782646 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-01-31 | TX0006782645 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-04-08 | TX0006772810 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-04-08 | TX0006772809 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-04-27 | TX0006776380 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-05-10 | TX0006776311 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2011-06-13 | TX0006779045 | |||
| The Baltimore Sun | The Baltimore Sun Company, LLC | 2013-05-20 | TX0007742903 | |||
| The Baltimore Sun. [Published: 2012-09-01 to 2012-09-30. Issues: September 2012] | The Baltimore Sun Company, LLC | 2013-2-22 | TX0007777300 | |||
| The Baltimore Sun. [Published: 2012-07-01 to 2012-07-31. Issues: July 2012] | The Baltimore Sun Company, LLC | 2012-11-19 | TX0007807021 | |||
| The Baltimore Sun. [Published: 2012-06-01 to 2012-06-30. Issues: June 2012] | The Baltimore Sun Company, LLC | 2012-11-19 | TX0007807017 |
| Title |
Current owner |
Registration |
Copyright | |||
| The Baltimore Sun. [Published: 2012-10-01 to 2012-10-31. Issues: October 2012] | The Baltimore Sun Company, LLC | 2013-2-22 | TX0007778680 |
| B. | PATENTS AND PATENT APPLICATIONS |
Issued Patents
| Title |
Xxx. No. |
Issue Date |
Owner | |||
| Newspaper Vending Machine | 6,523,716 | 2/25/2003 | Los Angeles Times Communications LLC |
Pending Patent Applications
| Title |
App. No. |
Filing Date |
Owner | |||
| System and Method for Localized and/or Topic-driven Content Distribution for Mobile Devices | 12/566646 | 9/24/2009 | Tribune Interactive, LLC | |||
| Website User-Interface | 61/988097 | 5/2/2014 | Tribune Publishing Company, LLC | |||
| Website User-Interface | 61/988776 | 5/5/2014 | Tribune Publishing Company, LLC | |||
| Systems and Methods for Producing a Content Page | 13/827,792 | 3/14/2013 | Tribune Publishing Company, LLC | |||
| Systems and Methods for Arranging Newspaper Content | 13/827,833 | 3/14/2013 | Tribune Publishing Company, LLC | |||
| Online Information System with Continuous Scrolling and User-Controlled Content | 14/448,597 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Per-Document Selectable Items | 14/448,602 | 7/31/2014 | Tribune Publishing Company, LLC |
| Online Information System with Continuous Scrolling and Previous Section Removal | 14/448,604 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Backward Continuous Scrolling | 14/448,610 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Continuous Scrolling and Advertisements | 14/448,613 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Continuous Scrolling and Advertisements | 14/448,616 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Continuous Scrolling and Position Correction | 14/448,621 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Selectable Items for Continuous Scrolling | 14/448,626 | 7/31/2014 | Tribune Publishing Company, LLC | |||
| Online Information System with Continuous Scrolling and Position Correction | 14/448,630 | 7/31/2014 | Tribune Publishing Company, LLC |
| C. | TRADEMARKS AND TRADEMARK APPLICATIONS |
Pending Trademark Applications
| Trademark |
Owner |
Serial Number |
Filing Date | |||
| EAT.LEARN.SHOP.FIND. WE ARE CHICAGO | Chicagoland Publishing Company, LLC | 85340200 | 6/7/2011 | |||
| THE CHICAGOAN | Chicagoland Publishing Company, LLC | 85415785 | 9/06/2011 | |||
| DISTRICT WEST | Los Angeles Times Communications, LLC | 85913176 | 4/24/2013 | |||
| THE BLACK BOOK | The Baltimore Sun Company, LLC | 85952153 | 6/6/2013 | |||
| SUN MEDIA | The Baltimore Sun Company, LLC | 85010593 | 4/09/2010 | |||
| DIGITAL NEWSSTAND CONNECTICUT NEWS AND MORE 24/7 & Design | The Hartford Courant Company, LLC | 85385853 | 8/01/2011 | |||
| RELAY MEDIA SOLUTIONS | Sun-Sentinel Company, LLC | 86044372 | 8/21/2013 | |||
| HYPEORLANDO | Sun-Sentinel Company, LLC | 86190555 | 2/11/2014 | |||
| HYPESOUTHFLORIDA | Sun-Sentinel Company, LLC | 86190631 | 2/11/2014 | |||
| XXXXX BRIDGE | Tribune Content Agency, LLC | 86200348 | 2/21/2014 | |||
| CARQUIK | Tribune Interactive, LLC | 86068256 | 9/18/2013 | |||
| INSIDE SHOPPER | Tribune Publishing Company, LLC | 86163478 | 1/13/2014 |
Trademark Registrations
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| The Capital A Capital-Gazette Newspaper | Capital-Gazette Communications, LLC | 75832623 | 10/27/1999 | 2,454,745 | 5/29/2001 | |||||
| Maryland Gazette A Capital-Gazette Newspaper | Capital-Gazette Communications, LLC | 75834164 | 10/27/1999 | 2,454,752 | 5/29/2001 | |||||
| The Bowie Blade-News A Capital-Gazette Newspaper | Capital-Gazette Communications, LLC | 75838261 | 10/27/1999 | 2,454,773 | 5/29/2001 | |||||
| REDEYE | Chicago Tribune Company, LLC | 77101529 | 2/07/2007 | 4472888 | 1/28/2014 | |||||
| REDEYE I | Chicago Tribune Company, LLC | 77101706 | 2/07/2007 | 4472889 | 1/28/2014 | |||||
| BEYOND WORDS | Chicago Tribune Company, LLC | 78131724 | 5/29/2002 | 2827669 | 3/30/2004 | |||||
| CHICAGO DAILY TRIBUNE | Chicago Tribune Company, LLC | 71177706 | 3/19/1923 | 172059 | 8/21/1923 | |||||
| CHICAGO LIVE! | Chicago Tribune Company, LLC | 85704519 | 8/15/2012 | 4381402 | 8/6/2013 | |||||
| CHICAGO NOW | Chicago Tribune Company, LLC | 77656848 | 1/26/2009 | 3788300 | 5/11/2010 | |||||
| CHICAGO NOW & Design | Chicago Tribune Company, LLC | 85238034 | 2/09/2011 | 4028341 | 9/20/2011 | |||||
| CHICAGO ONLINE | Chicago Tribune Company, LLC | 74212511 | 10/11/1991 | 1848363 | 8/2/1994 | |||||
| CHICAGO ONLINE & Design | Chicago Tribune Company, LLC | 74293023 | 7/10/1992 | 1784589 | 7/27/1993 | |||||
| CHICAGO SUNDAY TRIBUNE. | Chicago Tribune Company, LLC | 71177707 | 3/19/1923 | 173669 | 10/2/1923 | |||||
| CHICAGO TRIBUNE | Chicago Tribune Company, LLC | 72173984 | 7/29/1963 | 771167 | 6/9/1964 | |||||
| XXXXXXXXXX.XXX | Chicago Tribune Company, LLC | 77656859 | 1/26/2009 | 3775982 | 4/13/2010 | |||||
| CHICAGOPOINTS | Chicago Tribune Company, LLC | 77724131 | 4/28/2009 | 3890816 | 12/14/2010 | |||||
| DAYWATCH | Chicago Tribune Company, LLC | 78374640 | 2/26/2004 | 2930852 | 3/8/2005 | |||||
| IN THE WAKE OF THE NEWS | Chicago Tribune Company, LLC | 71198892 | 6/20/1924 | 191597 | 11/11/1924 | |||||
| KIDNEWS & Design | Chicago Tribune Company, LLC | 74366368 | 3/09/1993 | 1856712 | 10/4/1994 | |||||
| M | Chicago Tribune Company, LLC | 77133146 | 3/16/2007 | 3709111 | 11/10/2009 | |||||
| METROMIX | Chicago Tribune Company, LLC | 75270809 | 3/21/1997 | 2272746 | 8/24/1999 | |||||
| MOTORMOUTH | Chicago Tribune Company, LLC | 78068232 | 6/08/2001 | 2507275 | 11/13/2001 | |||||
| RED EYE I | Chicago Tribune Company, LLC | 78177110 | 10/22/2002 | 2918012 | 1/11/2005 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| REDEYE | Chicago Tribune Company, LLC | 78171185 | 10/04/2002 | 2921483 | 1/25/2005 | |||||
| THE MASH | Chicago Tribune Company, LLC | 77482775 | 5/23/2008 | 3613665 | 4/28/2009 | |||||
| THE MASH | Chicago Tribune Company, LLC | 77549005 | 8/18/2008 | 3677664 | 9/1/2009 | |||||
| M THE MASH | Chicago Tribune Company, LLC | 85172772 | 11/09/2010 | 3992904 | 7/12/2011 | |||||
| THE SWAMP | Chicago Tribune Company, LLC | 77085924 | 1/18/2007 | 3338428 | 11/20/2007 | |||||
| THE WORLD’S GREATEST NEWSPAPER | Chicago Tribune Company, LLC | 71053238 | 12/12/1910 | 81645 | 4/25/1911 | |||||
| CHICAGO | Chicagoland Publishing Company, LLC | 75900748 | 1/21/2000 | 2742591 | 7/29/2003 | |||||
| CHICAGO | Chicagoland Publishing Company, LLC | 73480579 | 5/16/1984 | 1319357 | 2/12/1985 | |||||
| CHICAGO | Chicagoland Publishing Company, LLC | 73537616 | 5/14/1985 | 1367605 | 10/29/1985 | |||||
| CHICAGO GUIDE | Chicagoland Publishing Company, LLC | 73483247 | 5/16/1984 | 1322160 | 2/26/1985 | |||||
| CHICAGO’S TABLE | Chicagoland Publishing Company, LLC | 85485199 | 12/01/2011 | 4182658 | 7/31/2012 | |||||
| DEAL ESTATE | Chicagoland Publishing Company, LLC | 77130522 | 3/14/2007 | 3447614 | 6/17/2008 | |||||
| THE ESCAPE ARTIST | Chicagoland Publishing Company, LLC | 85294339 | 4/13/2011 | 4089117 | 1/17/2012 | |||||
| BRAND X | Los Angeles Times Communications LLC | 77699408 | 3/25/2009 | 3808088 | 6/22/2010 | |||||
| BURBANK LEADER | California Community News, LLC | 75398372 | 12/01/1997 | 2218767 | 1/19/1999 | |||||
| CALENDAR | Los Angeles Times Communications LLC | 73778881 | 2/06/1989 | 1598514 | 5/29/1990 | |||||
| COMPANY TOWN | Los Angeles Times Communications LLC | 77344793 | 12/05/2007 | 3838321 | 8/24/2010 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| JUMBLE | Tribune Content Agency, LLC | 75438757 | 2/23/1998 | 2304764 | 12/28/1999 | |||||
| JUMBLE | Tribune Content Agency, LLC | 85216755 | 1/13/2011 | 4022096 | 9/6/2011 | |||||
| JUMBLE | Tribune Content Agency, LLC | 85325108 | 5/19/2011 | 4211012 | 9/18/2012 | |||||
| JUMBLE BRAINBUSTERS | Tribune Content Agency, LLC | 78054248 | 3/21/2001 | 2698762 | 3/18/2003 | |||||
| JUMBLE BRAINBUSTERS JUNIOR | Tribune Content Agency, LLC | 78054264 | 3/21/2001 | 2670358 | 12/31/2002 | |||||
| JUMBLE CROSSWORDS | Tribune Content Agency, LLC | 75420482 | 1/20/1998 | 2217401 | 1/12/1999 | |||||
| JUMBLE FOR KIDS | Tribune Content Agency, LLC | 75644371 | 2/19/1999 | 2321445 | 2/22/2000 | |||||
| JUMBLE JONG | Tribune Content Agency, LLC | 77339085 | 11/28/2007 | 3599582 | 3/31/2009 | |||||
| JUMBLE SEE & SEARCH | Tribune Content Agency, LLC | 78220074 | 2/28/2003 | 3104614 | 6/13/2006 | |||||
| JUMBLE SOLITAIRE | Tribune Content Agency, LLC | 77339167 | 11/28/2007 | 3599584 | 3/31/2009 | |||||
| JUMBLE-THAT SCRAMBLED WORD GAME | Tribune Content Agency, LLC | 72096669 | 5/09/1960 | 721351 | 9/12/1961 | |||||
| JUMPIN’ JUMBLE | Tribune Content Agency, LLC | 77339132 | 11/28/2007 | 3599583 | 3/31/2009 | |||||
| SIMPLE STYLE | Tribune Content Agency, LLC | 85554054 | 2/27/2012 | 4498604 | 3/18/2014 | |||||
| TV JUMBLE | Tribune Content Agency, LLC | 75659424 | 3/12/1999 | 2321664 | 2/22/2000 | |||||
| WORD SALSA | Tribune Content Agency, LLC | 78377759 | 3/03/2004 | 2928014 | 2/22/2005 | |||||
| WORD VAULT | Tribune Content Agency, LLC | 77231378 | 7/17/2007 | 3673584 | 8/25/2009 | |||||
| COUNTER INTELLIGENCE | Los Angeles Times Communications LLC | 74684391 | 6/05/1995 | 1953861 | 1/30/1996 | |||||
| CULTURE MONSTER | Los Angeles Times Communications LLC | 85079672 | 7/07/2010 | 3984212 | 6/28/2011 | |||||
| DAILY PILOT | California Community News, LLC | 74701307 | 7/14/1995 | 1982579 | 6/25/1996 | |||||
| FALL SNEAKS | Los Angeles Times Communications LLC | 75573102 | 10/16/1998 | 2291757 | 11/9/1999 | |||||
| FESTIVAL OF BOOKS | Los Angeles Times Communications LLC | 75144109 | 8/02/1996 | 2113177 | 11/11/1997 | |||||
| FESTIVAL OF BOOKS | Los Angeles Times Communications LLC | 75144124 | 8/02/1996 | 2106058 | 10/14/1997 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| GLENDALE NEWS-PRESS | California Community News, LLC | 75397328 | 11/28/1997 | 2249088 | 6/1/1999 | |||||
| HERO COMPLEX | Los Angeles Times Communications LLC | 85129952 | 9/15/2010 | 3961490 | 5/17/2011 | |||||
| HIGHWAY 1 | Los Angeles Times Communications LLC | 75524315 | 7/23/1998 | 2283130 | 10/5/1999 | |||||
| HOLIDAY SNEAKS | Los Angeles Times Communications LLC | 75573100 | 10/16/1998 | 2291756 | 11/9/1999 | |||||
| HOLLYWOOD BACKLOT | Los Angeles Times Communications LLC | 77474730 | 5/15/2008 | 3864935 | 10/19/2010 | |||||
| HOT PROPERTY | Los Angeles Times Communications LLC | 75517403 | 7/10/1998 | 2285097 | 10/12/1999 | |||||
| XXXXXXX.XXX | Los Angeles Times Communications LLC | 75243251 | 2/18/2997 | 2210150 | 12/15/1998 | |||||
| LOS ANGELES TIMES | Los Angeles Times Communications LLC | 72457017 | 5/10/1973 | 0987427 | 7/2/1974 | |||||
| LOS ANGELES TIMES | Los Angeles Times Communications LLC | 72457019 | 5/10/1973 | 0989634 | 7/30/1974 | |||||
| MATH YOU CAN BANK ON | Los Angeles Times Communications LLC | 75591049 | 11/16/1998 | 2302138 | 12/21/1999 | |||||
| MATH YOU CAN BANK ON | Los Angeles Times Communications LLC | 75589749 | 11/16/1998 | 2299994 | 12/14/1999 | |||||
| PERFORMING BOOKS | Los Angeles Times Communications LLC | 78677111 | 7/25/2005 | 3114260 | 7/11/2006 | |||||
| PILOT CUP | Los Angeles Times Communications LLC | 85038776 | 5/14/2010 | 3992129 | 7/12/2011 | |||||
| PLAN-IT EARTH | Los Angeles Times Communications LLC | 75591843 | 11/19/1998 | 2328603 | 3/14/2000 | |||||
| PLAN-IT EARTH | Los Angeles Times Communications LLC | 77215820 | 6/26/2007 | 3411499 | 4/15/2008 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| READING, WRITING, RESULTS | Los Angeles Times Communications LLC | 75702106 | 5/10/1999 | 2378198 | 8/15/2000 | |||||
| READING BY 9 | Los Angeles Times Communications LLC | 75573052 | 10/19/1998 | 2370091 | 7/25/2000 | |||||
| READING BY 9 & Design | Los Angeles Times Communications LLC | 75626377 | 1/25/1999 | 2370341 | 7/25/2000 | |||||
| READING BY 0.XXX | Los Angeles Times Communications LLC | 75573051 | 10/19/1998 | 2370090 | 7/25/2000 | |||||
| SNEAKS | Los Angeles Times Communications LLC | 75584579 | 11/06/1998 | 2323592 | 2/29/2000 | |||||
| SNEAKS | Los Angeles Times Communications LLC | 77568062 | 9/11/2008 | 3883394 | 11/30/2010 | |||||
| SO SOCAL | Los Angeles Times Communications LLC | 78058660 | 4/16/2001 | 2510735 | 11/20/2001 | |||||
| STEPS TO DISCOVERY | Los Angeles Times Communications LLC | 75702100 | 5/10/1999 | 2468856 | 7/17/2001 | |||||
| SUMMER SNEAKS | Los Angeles Times Communications LLC | 75573101 | 10/16/1998 | 2320849 | 2/22/2000 | |||||
| THE ENVELOPE | Los Angeles Times Communications LLC | 78816210 | 2/16/2006 | 3193182 | 1/2/2007 | |||||
| TICKER TAPE RALLY STOCK MARKET GAME | Los Angeles Times Communications LLC | 74213149 | 10/15/1991 | 1708150 | 8/18/1992 | |||||
| TIMES COMMUNITY NEWS | Los Angeles Times Communications LLC | 75603985 | 12/11/1998 | 2328687 | 3/14/2000 | |||||
| TIMES COMMUNITY NEWS | Los Angeles Times Communications LLC | 75677955 | 4/08/1999 | 2332390 | 3/21/2000 | |||||
| TIMES IN EDUCATION | Los Angeles Times Communications LLC | 75411115 | 12/29/1997 | 2295095 | 11/30/1999 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| YOUR SCENE | Los Angeles Times Communications LLC | 78966926 | 9/05/2006 | 3795149 | 5/25/2010 | |||||
| EL SENTINEL | Orlando Sentinel Communications Company, LLC | 78096702 | 12/05/2001 | 2704683 | 4/8/2003 | |||||
| XXXXXXXXXX.XXX | Orlando Sentinel Communications Company, LLC | 78096747 | 12/05/2001 | 2779473 | 11/4/2003 | |||||
| ENGINEHEAD | Orlando Sentinel Communications Company, LLC | 77038410 | 11/07/2006 | 3315651 | 10/23/2007 | |||||
| ONE BOOK ONE COMMUNITY | Orlando Sentinel Communications Company, LLC | 78156694 | 8/22/2002 | 2724394 | 6/10/2003 | |||||
| ORLANDO SENTINEL | Orlando Sentinel Communications Company, LLC | 78105160 | 01/28/2002 | 2652070 | 11/19/2002 | |||||
| XXXXXXXXXXXXXXX.XXX | Orlando Sentinel Communications Company, LLC | 78105163 | 1/28/2002 | 2652071 | 11/19/2002 | |||||
| CHOICE ADS & Design | Sun-Sentinel Company, LLC | 78072165 | 7/03/2001 | 2635377 | 10/15/2002 | |||||
| CHOICE ADS & Design | Sun-Sentinel Company, LLC | 78072164 | 7/03/2001 | 2704633 | 4/8/2003 | |||||
| CITY & SHORE | Sun-Sentinel Company, LLC | 76118412 | 8/29/2000 | 2650264 | 11/12/2002 | |||||
| SUNBYTES | Sun-Sentinel Company, LLC | 77750740 | 6/03/2009 | 3733982 | 1/5/2010 | |||||
| SUN-SENTINEL | Sun-Sentinel Company, LLC | 73266900 | 6/19/1980 | 1179121 | 11/24/1981 | |||||
| SUN-SENTINEL & Design | Sun-Sentinel Company, LLC | 77086728 | 1/19/2007 | 3404319 | 4/1/2008 | |||||
| B | The Baltimore Sun Company, LLC | 77377456 | 1/22/2008 | 3699692 | 10/20/2009 | |||||
| B | The Baltimore Sun Company, LLC | 77377408 | 1/22/2008 | 3702412 | 10/27/2009 | |||||
| B | The Baltimore Sun Company, LLC | 77421249 | 3/13/2008 | 3699772 | 10/20/2009 | |||||
| B FREE DAILY | The Baltimore Sun Company, LLC | 77377315 | 1/22/2008 | 3699691 | 10/20/2009 | |||||
| B FREE DAILY | The Baltimore Sun Company, LLC | 77421210 | 3/13/2008 | 3699771 | 10/20/2009 | |||||
| XXXXXXXXXXXX.XXX | The Baltimore Sun Company, LLC | 77035394 | 11/02/2006 | 3387464 | 2/26/2008 | |||||
| SUN PEOPLE KNOW | The Baltimore Sun Company, LLC | 77132097 | 3/15/2007 | 3434197 | 5/27/2008 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| THE BALTIMORE SUN | The Baltimore Sun Company, LLC | 77144023 | 3/29/2007 | 3576898 | 2/17/2009 | |||||
| THE SUN, LIGHT FOR ALL & Design | The Baltimore Sun Company, LLC | 77034973 | 11/02/2006 | 3465142 | 7/15/2008 | |||||
| THE AEGIS | The Baltimore Sun Company, LLC | 75430749 | 2/09/1998 | 2234065 | 3/23/1999 | |||||
| THE AEGIS & Design | The Baltimore Sun Company, LLC | 85373738 | 7/18/2011 | 4197049 | 8/28/2012 | |||||
| THE RECORD | The Baltimore Sun Company, LLC | 75829471 | 12/21/1999 | 2459239 | 6/12/2001 | |||||
| XXXXXXXX.XXX | The Baltimore Sun Company, LLC | 75430529 | 2/09/1998 | 2268522 | 8/10/1999 | |||||
| THE SUN | The Baltimore Sun Company, LLC | 73789679 | 3/28/1989 | 1568347 | 11/28/1989 | |||||
| THE SUN & Design | The Baltimore Sun Company, LLC | 71236826 | 9/03/1926 | 230093 | 7/12/1927 | |||||
| ARBUTUS TIMES | The Baltimore Sun Company, LLC | 75449422 | 3/04/1998 | 2266681 | 8/3/1999 | |||||
| BALTIMORE MESSENGER | The Baltimore Sun Company, LLC | 75447358 | 3/04/1998 | 2251268 | 6/8/1999 | |||||
| CATONSVILLE TIMES | The Baltimore Sun Company, LLC | 75447350 | 3/04/1998 | 2251267 | 6/8/1999 | |||||
| COLUMBIA FLIER | The Baltimore Sun Company, LLC | 75446425 | 3/09/1998 | 2249378 | 6/1/1999 | |||||
| XXXXXX | The Baltimore Sun Company, LLC | 77232436 | 7/18/2007 | 3589680 | 3/17/2009 | |||||
| XXXXXX COUNTY TIMES | The Baltimore Sun Company, LLC | 75451542 | 3/04/1998 | 2249420 | 6/1/1999 | |||||
| LAUREL LEADER | The Baltimore Sun Company, LLC | 75491522 | 5/26/1998 | 2266971 | 8/3/1999 | |||||
| NORTHEAST BOOSTER | The Baltimore Sun Company, LLC | 75447353 | 3/04/1998 | 2253254 | 6/15/1999 | |||||
| NORTHEAST REPORTER | The Baltimore Sun Company, LLC | 75447348 | 3/04/1998 | 2271811 | 8/24/1999 | |||||
| XXXXXX XXXXX TIMES | The Baltimore Sun Company, LLC | 75447349 | 3/04/1998 | 2253253 | 6/15/1999 | |||||
| TOWSON TIMES | The Baltimore Sun Company, LLC | 75447359 | 3/04/1998 | 2251269 | 6/8/1999 | |||||
| WHERE MARYLAND COMES ALIVE | The Baltimore Sun Company, LLC | 78082886 | 9/06/2001 | 2914405 | 12/28/2004 | |||||
| GRABBLE | The Daily Press, LLC | 85412143 | 5/04/2011 | 4067181 | 12/6/2011 | |||||
| BECAUSE YOU WANT TO KNOW | The Hartford Courant Company, LLC | 78683988 | 8/02/2005 | 3117131 | 7/18/2006 | |||||
| COURANT DIRECT & Design | The Hartford Courant Company, LLC | 74403954 | 6/18/1993 | 1839581 | 6/14/1994 | |||||
| XXXXXXX.XXX | The Hartford Courant Company, LLC | 75269971 | 4/07/1997 | 2268085 | 8/10/1999 | |||||
| VALUMAIL | The Hartford Courant Company, LLC | 74373405 | 3/30/1993 | 1811067 | 12/14/1993 | |||||
| THE HARTFORD COURANT | The Hartford Courant Company, LLC | 73475137 | 4/12/1984 | 1361778 | 9/24/1985 | |||||
| THE HARTFORD COURANT | The Hartford Courant Company, LLC | 75383995 | 11/03/1997 | 2258814 | 7/6/1999 |
| Xxxx |
Current Owner |
Serial |
Filing Date |
Reg Number |
Reg Date | |||||
| LEHIGH VALLEY LIVING | The Morning Call, LLC | 78646365 | 6/08/2005 | 3229097 | 4/17/2007 | |||||
| XXXXX.XXX | The Morning Call, LLC | 78061362 | 5/01/2001 | 2585474 | 6/25/2002 | |||||
| MERGE | The Morning Call, LLC | 78523868 | 11/29/2004 | 3149809 | 9/26/2006 | |||||
| DMD | The Morning Call, LLC | 74312243 | 9/09/1992 | 1795218 | 9/28/1993 | |||||
| THE MORNING CALL | The Morning Call, LLC | 73799242 | 5/11/1989 | 1571905 | 12/19/1989 | |||||
| THE MORNING CALL HOME TOUR | The Morning Call, LLC | 75645366 | 2/22/1999 | 2321458 | 2/22/2000 | |||||
| USE IT FOR LIFE | The Morning Call, LLC | 85095721 | 7/29/2010 | 3940421 | 4/5/2011 | |||||
| BUZZDASH | Tribune Interactive, LLC | 77462054 | 4/30/2008 | 3549613 | 12/23/2008 | |||||
| CHICAGOSTART | Tribune Interactive, LLC | 78257479 | 6/03/2003 | 3389658 | 2/26/2008 | |||||
| CITYSTART | Tribune Interactive, LLC | 78257474 | 6/03/2003 | 3389657 | 2/26/2008 | |||||
| P2P | Tribune Interactive, LLC | 77826056 | 9/14/2009 | 4084362 | 1/10/2012 | |||||
| PROGENUITY | Tribune Interactive, LLC | 85413335 | 9/01/2011 | 4238918 | 11/06/2012 | |||||
| QUADRANTONE | Tribune Interactive, LLC | 77376746 | 1/21/2008 | 3693392 | 10/6/2009 | |||||
| QUADRANTONE TRUSTED BRANDS. NATIONAL REACH. & Design | Tribune Interactive, LLC | 77386607 | 2/01/2008 | 3609928 | 4/21/2009 | |||||
| SEARCH WINGINE | Tribune Interactive, LLC | 77616336 | 11/18/2008 | 3901146 | 1/4/2011 | |||||
| ZOOZAG | Tribune Interactive, LLC | 77831088 | 9/21/2009 | 3901622 | 1/4/2011 | |||||
| XXXXXX.XXX | Tribune Interactive, LLC | 77831162 | 9/21/2009 | 3901623 | 1/4/2011 | |||||
| ADVICE FOR THE REAL WORLD | Tribune Publishing Company, LLC | 78283883 | 8/06/203 | 2903962 | 11/16/2004 | |||||
| ASK XXX | Tribune Publishing Company, LLC | 78272044 | 7/09/2003 | 2903950 | 11/16/2004 |
State Trademarks
| TRADEMARK |
Owner |
Serial Number |
Filing Date | |||
| The Capital A Capital-Gazette Newspaper | Capital-Gazette Communications, LLC | 2000/00873— Maryland |
11/16/09 | |||
| The Bowie Blade-News A Capital-Gazette Newspaper | Capital-Gazette Communications, LLC | 2000/00874— Maryland |
11/16/09 | |||
| Maryland Gazette A Capital-Gazette Newspaper | Capital-Gazette Communications, LLC | 2000/00872— Maryland |
11/16/09 | |||
| Xxxxxxx County Times | Xxxxxxx County Times, LLC | 1997/00277— Maryland |
5/31/07 | |||
| Xxxxxxx County Times | Xxxxxxx County Times, LLC | 2000-01080— Maryland |
9/26/00 | |||
| Xxxxxxx Families | Xxxxxxx County Times, LLC | 1998/00451— Maryland |
1/21/08 | |||
| Xxxxxxx Living | Xxxxxxx County Times, LLC | 2007-0112— Maryland |
7/19/07 | |||
| Xxxxxxx Seniors | Xxxxxxx County Times, LLC | 2005-0156— Maryland |
12/6/05 | |||
| Central Maryland Homes | Xxxxxxx County Times, LLC | 2002-0172— Maryland |
8/16/12 | |||
| Community Times | Xxxxxxx County Times, LLC | 1997/00276— Maryland |
5/31/07 | |||
| Encore | Xxxxxxx County Times, LLC | 2005-0125— Maryland |
9/19/05 | |||
| Focus | Xxxxxxx County Times, LLC | 2005-0154— Maryland |
12/6/05 | |||
| Holiday Xxxx | Xxxxxxx County Times, LLC | 2007-0044— Maryland |
4/3/07 |
| TRADEMARK |
Owner |
Serial Number |
Filing Date | |||
| Purchasing Power | Xxxxxxx County Times, LLC | 2005-0157— Maryland |
12/6/05 | |||
| The Advocate of Eldersburg & Sykesville | Xxxxxxx County Times, LLC | 2005-0155— Maryland |
12/6/05 | |||
| The Advocate of Westminster & Finksburg | Xxxxxxx County Times, LLC | 2004-0091— Maryland |
8/3/04 | |||
| York, Xxxxx Homes | Xxxxxxx County Times, LLC | 3048972— Pennsylvania |
1/24/02 | |||
| FLORIDA & Design | Orlando Sentinel Communications Company, LLC | T94000000563 — Florida |
5/3/1994 | |||
| HOT PROPERTIES | Orlando Sentinel Communications Company, LLC | T96000001326 — Florida |
11/18/1996 | |||
| LAKE SENTINEL | Orlando Sentinel Communications Company, LLC | T06278 — Florida |
12/4/1986 | |||
| ORANGE SENTINEL | Orlando Sentinel Communications Company, LLC | T06282 — Florida | 12/4/1986 | |||
| OSCEOLA SENTINEL | Orlando Sentinel Communications Company, LLC | T06277 — Florida | 12/4/1986 | |||
| SEMINOLE SENTINEL | Orlando Sentinel Communications Company, LLC | T06279 - Florida | 12/4/1986 | |||
| VOLU-S-I-A SENTINEL | Orlando Sentinel Communications Company, LLC | T06276 - Florida | 12/4/1986 | |||
| YOUR MONEY | Orlando Sentinel Communications Company, LLC | T97000001457 - Florida |
11/25/1997 | |||
| FORUM PUBLISHING GROUP, INC. & Design | Sun-Sentinel Company, LLC | T05000000035 - Florida |
1/10/2005 | |||
| CITY LINK | Sun-Sentinel Company, LLC | T98000000022 - Florida |
12/30/1997 |
4-65
| TRADEMARK |
Owner |
Serial Number |
Filing Date | |||
| CITY LINK MUSIC FEST | Sun-Sentinel Company, LLC | T98000000245 - Florida |
2/25/1998 | |||
| KIDS CROWN AWARDS | Sun-Sentinel Company, LLC | T05000000828 - Florida |
6/29/2005 | |||
| KIDS CROWN AWARDS & Design | Sun-Sentinel Company, LLC | T05000000827 - Florida |
6/29/2005 | |||
| KIDS FUN PASS | Sun-Sentinel Company, LLC | T04000001431 - Florida |
11/15/2004 | |||
| SUNPACK | Sun-Sentinel Company, LLC | 817245 - Florida | 8/4/2003 | |||
| SUNSHINE MAGAZINE | Sun-Sentinel Company, LLC | 924388 - Florida | 4/27/1981 | |||
| THE HOME SPOT & Design | Sun-Sentinel Company, LLC | T96949 - Florida | 8/12/1996 | |||
| THE JEFFERSONIAN | The Baltimore Sun Company, LLC | 1998/00484 - Maryland |
5/18/1998 | |||
| THE VIEW | The Baltimore Sun Company, LLC | 2007-0100 - Maryland |
7/5/2007 | |||
| THE VIEW | The Baltimore Sun Company, LLC | 2007-0099 - Maryland |
7/5/2007 | |||
| THE VIEW | The Baltimore Sun Company, LLC | 2007-0098 - Maryland |
7/5/2007 |
4-66
SCHEDULE 3.02(a)(ii) TO THE
EXCLUSIVE IP AGREEMENT
None.
SCHEDULE 3.05(a) TO THE
LEGAL NAMES, ETC.
| Legal Name |
Type of Entity |
Registered Organization (Yes/No) |
State of Formation | |||
| Blue Lynx Media, LLC | LLC | Yes | Delaware | |||
| Builder Media Solutions, LLC | LLC | Yes | Delaware | |||
| California Community News, LLC | LLC | Yes | Delaware | |||
| Capital-Gazette Communications, LLC | LLC | Yes | Maryland | |||
| Xxxxxxx County Times, LLC | LLC | Yes | Maryland | |||
| Chicago Tribune Company, LLC | LLC | Yes | Delaware | |||
| Chicagoland Publishing Company, LLC | LLC | Yes | Delaware | |||
| XxxXxxxXxXxxxx.xxx Referral Services, LLC | LLC | Yes | Delaware | |||
| xxxxxxxxxxxxxx.xxx, LLC | LLC | Yes | Delaware | |||
| Hoy Publications, LLC | LLC | Yes | Delaware | |||
| Internet Foreclosure Service, LLC | LLC | Yes | Delaware | |||
| Local Pro Plus Realty, LLC | LLC | Yes | Delaware | |||
| Los Angeles Times Communications LLC | LLC | Yes | Delaware |
| Legal Name |
Type of Entity |
Registered Organization (Yes/No) |
State of Formation | |||
| McClatchy/Tribune Information Services, LLC | LLC | Yes | Delaware | |||
| Orlando Sentinel Communications Company, LLC | LLC | Yes | Delaware | |||
| Sun-Sentinel Company, LLC | LLC | Yes | Delaware | |||
| TCA News Service, LLC | LLC | Yes | Delaware | |||
| The Baltimore Sun Company, LLC | LLC | Yes | Delaware | |||
| The Daily Press, LLC | LLC | Yes | Delaware | |||
| The Hartford Courant Company, LLC | LLC | Yes | Delaware | |||
| The Morning Call, LLC | LLC | Yes | Delaware | |||
| Tribune 365, LLC | LLC | Yes | Delaware | |||
| Tribune Content Agency, LLC (f/k/a TMS News and Features, LLC) | LLC | Yes | Delaware | |||
| Tribune Content Agency London, LLC (f/k/a Tribune Media Services London, LLC) | LLC | Yes | Delaware | |||
| Tribune Direct Marketing, LLC | LLC | Yes | Delaware | |||
| Tribune Interactive, LLC | LLC | Yes | Delaware | |||
| Tribune Publishing Company, LLC | LLC | Yes | Delaware | |||
| Tribune Washington Bureau, LLC | LLC | Yes | Delaware |
4-69
SCHEDULE 3.05(b) AND SCHEDULE 3.05(c) TO THE
TERM LOAN SECURITY AGREEMENT
OTHER CORPORATE NAMES, AND PRIOR NAMES
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| Blue Lynx Media, LLC | July 1, 2010 Name change to Blue Lynx Media, LLC |
Tribune Technology, LLC | Delaware | |||
| Xxxxxxx County Times, LLC | May 1, 2014 Name change to Xxxxxxx County Times, LLC |
Landmark Community Newspapers of Maryland, LLC | Maryland | |||
| California Community News, LLC | November 21, 2012 Merger with and into California Community News, LLC |
California Community News Corporation | Delaware | |||
| Chicago Tribune Company, LLC | November 26, 2012 Merger with and into Chicago Tribune Company, LLC |
Chicago Tribune Company | Illinois | |||
| November 20, 2012 Merger with and into Chicago Tribune Company |
Chicago Avenue Construction Company | Illinois | ||||
| November 20, 2012 Merger with and into Chicago Tribune Company |
Chicago Tribune Newspapers, Inc. | Illinois | ||||
| November 20, 2012 Merger with and into Chicago Tribune Company |
Chicago Tribune Press Service, Inc. | Illinois | ||||
| November 20, 2012 Merger with and into Chicago Tribune Company |
Newspaper Readers Agency, Inc. | Illinois |
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| Chicagoland Publishing Company, LLC | November 21, 2012 Conversion to LLC |
Chicagoland Publishing Company | Delaware | |||
| XxxXxxxXxXxxxx.xxx Referral Services, LLC | November 21, 2012 Conversion to Delaware LLC |
XxxXxxxXxXxxxx.xxx Referral Services, LLC | Florida | |||
| Xxxxxxxxxxxxxx.xxx, LLC | November 26, 2012 Merger with and into Xxxxxxxxxxxxxx.xxx, LLC |
Stemweb, Inc. | New York | |||
| November 20, 2012 Merger with and into Stemweb, Inc. |
xxxxxxxxxxxxxx.xxx corp. | New York | ||||
| November 20, 2012 Merger with and into Stemweb, Inc. |
Homeowners Realty, Inc. | Utah | ||||
| Internet Foreclosure Service, LLC | November 21, 2012 Merger with and into Internet Foreclosure Service, LLC |
Internet Foreclosure Service, Inc. | New York | |||
| Los Angeles Times Communications LLC | November 21, 2012 Merger with and into Los Angeles Times Communications LLC |
Los Angeles Times Newspapers, Inc. | Delaware | |||
| November 21, 2012 Merger with and into Los Angeles Times Communications LLC |
Tribune Los Angeles, Inc. | Delaware | ||||
| McClatchy/Tribune Information Services, LLC | July 25, 2014 Conversion to LLC |
N/A | Delaware | |||
| July 25, 2014 Name change to McClatchy/Tribune Information Services, LLC |
McClatchy/Tribune Information Services | Delaware |
4-71
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| July 25, 2014 Change jurisdiction of organization to Delaware |
N/A | District of Columbia | ||||
| Orlando Sentinel Communications Company, LLC | November 26, 2012 Conversion to LLC |
Orlando Sentinel Communications Company | Delaware | |||
| November 20, 2012 Merger with and into Orlando Sentinel Communications Company |
Neocomm, Inc. | Delaware | ||||
| November 20, 2012 Merger with and into Orlando Sentinel Communications Company |
North Orange Avenue Properties, Inc. | Florida | ||||
| November 20, 2012 Merger with and into Orlando Sentinel Communications Company |
Sentinel Communications News Ventures, Inc. | Delaware | ||||
| Sun-Sentinel Company, LLC | November 21, 2012 Conversion to LLC |
Sun-Sentinel Company | Delaware | |||
| November 20, 2012 Merger with and into Sun- Sentinel Company |
Forum Publishing Group, Inc. | Delaware | ||||
| November 20, 2012 Merger with and into Sun- Sentinel Company |
Gold Coast Publications, Inc. | Delaware | ||||
| The Baltimore Sun Company, LLC | November 20, 2012 Merger with and into The Baltimore Sun Company, LLC |
The Baltimore Sun Company | Maryland |
4-72
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| November 26, 2012 Merger with and into The Baltimore Sun Company, LLC |
Signs of Distinction, Inc. | Maryland | ||||
| November 26, 2012 Merger with and into The Baltimore Sun Company, LLC |
Homestead Publishing Co. | Maryland | ||||
| November 26, 2012 Merger with and into The Baltimore Sun Company, LLC |
Patuxent Publishing Company | Maryland | ||||
| November 26, 2012 Merger with and into The Baltimore Sun Company, LLC |
Baltimore Newspaper Networks, Inc. | Maryland | ||||
| The Daily Press, LLC | November 21, 2012 Conversion to LLC |
The Daily Press, Inc. | Delaware | |||
| November 20, 2012 Merger with and into The Daily Press, Inc. |
Virginia Community Shoppers, LLC | Delaware | ||||
| November 20, 2012 Merger with and into The Daily Press, Inc. |
Virginia Gazette Companies, LLC | Delaware | ||||
| The Hartford Courant Company, LLC | November 28, 2012 Merger with and into The Hartford Courant Company, LLC |
The Hartford Courant Company | Connecticut | |||
| November 20, 2012 Merger with and into The Hartford Courant Company |
Courant Specialty Products, Inc. | Connecticut | ||||
| November 20, 2012 Merger with and into The Hartford Courant Company |
New Mass. Media, Inc. | Massachusetts |
4-73
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| November 20, 2012 Merger with and into The Hartford Courant Company |
Heart & Crown Advertising, Inc. | Connecticut | ||||
| November 20, 2012 Merger with and into The Hartford Courant Company |
TMLH 2, Inc. | California | ||||
| November 20, 2012 Merger with and into The Hartford Courant Company, LLC |
ValuMail, Inc. | Connecticut | ||||
| The Morning Call, LLC | November 20, 2012 Merger with and into The Morning Call, LLC |
The Morning Call, Inc. | Pennsylvania | |||
| November 20, 2012 Merger with and into The Morning Call, Inc. |
Direct Mail Associates, Inc. | Pennsylvania | ||||
| Tribune Content Agency, LLC (f/k/a TMS News and Features, LLC) | November 21, 2012 Intercompany conveyance of assets and liabilities of the syndication and licensing businesses from Licensing Tribune Media Services, Inc. |
TMS News and Features, LLC | Delaware | |||
| Tribune Content Agency London, LLC | April 10, 2014 Name change to Tribune Content Agency London, LLC |
Tribune Media Services London, LLC | Delaware | |||
| November 26, 2012 Merger with and into Tribune Media Services London, LLC |
Los Angeles Times International, Ltd. | California |
4-74
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| November 20, 2012 Merger with and into Los Angeles Times International, Ltd. |
Newscom Services, Inc. | Delaware | ||||
| Tribune 365, LLC | November 21, 2012 Conversion to LLC named Tribune 365, LLC |
Tribune Media Net, Inc. | Delaware | |||
| November 20, 2012 Merger with and into Tribune Media Net, Inc. |
InsertCo, Inc. | New York | ||||
| Tribune Direct Marketing, LLC | November 21, 2012 Conversion to LLC |
Tribune Direct Marketing, Inc. | Delaware | |||
| Tribune Interactive, LLC | November 21, 2012 Merger with and into Tribune Interactive, LLC |
Tribune Interactive, Inc. | Delaware | |||
| Tribune Publishing Company, LLC | November 21, 2012 Merger with and into Tribune Publishing Company, LLC |
Eagle New Media Investments, LLC | Delaware | |||
| November 26, 2012 Merger with and into Tribune Publishing Company |
Southern Connecticut Newspapers, Inc. | Connecticut | ||||
| November 20, 2012 Merger with and into Southern Connecticut Newspapers, Inc. |
TMLS I, Inc. | California | ||||
| November 21, 2012 Merger with and into Tribune Publishing Company, LLC |
Tribune License, Inc. | Delaware | ||||
| November 20, 2012 Merger with and into Eagle New Media Investments, LLC |
Tribune NM, Inc. | Delaware |
4-75
| Company’s Current Legal Name |
Date and Nature of Transaction |
Other and Prior Name(s) |
State (or other Jurisdiction) of Formation | |||
| November 20, 2012 Conversion to LLC |
Tribune Publishing Company | Delaware | ||||
| Tribune Washington Bureau, LLC | November 21, 2012 Conversion to LLC |
Tribune Washington Bureau Inc. | Delaware | |||
| December 17, 2008 Name Change to Tribune Washington Bureau Inc. |
Tribune Broadcasting News Network, Inc. | Delaware |
4-76
SCHEDULE 3.06(a) TO THE
TERM LOAN SECURITY AGREEMENT
CHIEF EXECUTIVE OFFICES
| Entity |
Address | |
| Blue Lynx Media, LLC | 0000 X. Xxxxx Xxx 000, Xxxxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 0 Xxxxxxxxxx, XX 00000 | |
| Builder Media Solutions, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| California Community News, LLC | 0000 0xx Xxxxxx Xxxxxxxxx, XX 00000 | |
| Capital-Gazette Communications, LLC | 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 | |
| Xxxxxxx Xxxxxx Times, LLC | 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 | |
| Chicago Tribune Company, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Chicagoland Publishing Company, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| XxxXxxxXxXxxxx.xxx Referral Services, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| xxxxxxxxxxxxxx.xxx, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Hoy Publications, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Internet Foreclosure Service, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Local Pro Plus Realty, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Los Angeles Times Communications LLC | 000 Xxxx Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 | |
| McClatchy/ Tribune Information Services, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Orlando Sentinel Communications Company, LLC | 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000-0000 | |
| Sun-Sentinel Company, LLC | 000 Xxxx Xxxxxxx Xxxx. Xxxx Xxxxxxxxxx, XX 00000 | |
| TCA News Service, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| The Baltimore Sun Company, LLC | 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
| Entity |
Address | |
| The Daily Press, LLC | 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx, XX 00000 | |
| The Hartford Courant Company, LLC | 000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 | |
| The Morning Call, LLC | 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 | |
| Tribune 365, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Tribune Content Agency London, LLC (f/k/a Tribune Media Services London, LLC) | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Tribune Content Agency, LLC (f/k/a TMS News and Features, LLC) | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Tribune Direct Marketing, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Tribune Interactive, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Tribune Publishing Company, LLC | 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 | |
| Tribune Washington Bureau, LLC | 0000 Xxxxxxx Xxx. XX, 00xx Xxxxx Xxxxxxxxxx, XX 00000 |
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SCHEDULE 3.07 TO THE
TERM LOAN SECURITY AGREEMENT
LETTER-OF-CREDIT RIGHTS
None.
SCHEDULE 3.08 TO THE
TERM LOAN SECURITY AGREEMENT
CHATTEL PAPER
None.
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EXHIBIT 1 TO THE
TERM LOAN SECURITY AGREEMENT
SUPPLEMENT NO. [ ], dated as of [ ] (this “Supplement”), to the Term Loan Security Agreement, dated as of August 4, 2014 (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Security Agreement”), among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in the Security Agreement, the “Borrower”), each of the subsidiaries of the Borrower party thereto from time to time (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with the Borrower, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Term Loan Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Security Agreement.
B. The rules of construction and other interpretive provisions specified in Sections 1.02, 1.05, 1.06 and 1.07 of the Term Loan Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.
C. Section 7.13 of the Security Agreement provides that each Restricted Subsidiary of the Borrower that is required to become a party to the Security Agreement pursuant to Section 6.12 of the Term Loan Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement as consideration for the Guaranteed Obligations.
Accordingly, the Collateral Agent and the New Grantors agree as follows:
SECTION 1. In accordance with Section 7.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). In furtherance of the
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foregoing, each New Grantor, as security for the payment and performance in full of the Guaranteed Obligations, does hereby pledge and grant to the Collateral Agent, for the benefit of the Term Loan Secured Parties, a security interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference. Notwithstanding anything to the contrary contained in this Agreement or any provision of the Term Loan Credit Agreement or any other Loan Document, the Guaranteed Obligations of any Grantor shall not extend to or include any Excluded Swap Obligation (as defined in the Guaranty).
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Term Loan Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).
SECTION 3. This Supplement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Supplement shall be effective as delivery of an original executed counterpart of this Supplement. The Collateral Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.
SECTION 4. Such New Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization and chief executive officer of such New Grantor and (iii) the identity or type of organization or corporate structure of such New Grantor and (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by such New Grantor in its name, and indicates for each such item, as applicable, the title, application and/or registration number, date of filing and/or issuance, and the identity of the current applicant or registered owner, and (ii) Schedule C hereto sets forth all Exclusive IP Agreements that such New Grantor is a party to, and indicates for each such IP Agreement, the title of such IP Agreement, the date of such IP Agreement, the parties to such IP Agreement, and the title, registration number, date of filing and the identity of the registered owner of each registered United States Copyright exclusively licensed to any Grantor pursuant to such IP Agreement.
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SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 7.02 of the Security Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 10.02 of the Term Loan Credit Agreement.
SECTION 9. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable and documented or invoiced out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Collateral Agent to the extent required to be reimbursed pursuant to Section 10.04 of the Term Loan Credit Agreement.
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IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.
| [NEW GRANTOR(S)] | ||
| By: |
| |
| Name: | ||
| Title: | ||
| JPMORGAN CHASE BANK, N.A., as Collateral Agent, | ||
| By: |
| |
| Name: | ||
| Title: | ||
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SCHEDULE A
TO SUPPLEMENT NO. TO THE
TERM LOAN SECURITY AGREEMENT
CORPORATE INFORMATION
| Legal Name |
Jurisdiction of Incorporation or Organization |
Type of Organization or Corporate Structure | ||
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SCHEDULE B
TO SUPPLEMENT NO. TO THE
TERM LOAN SECURITY AGREEMENT
REGISTERED INTELLECTUAL PROPERTY
| A. | COPYRIGHTS |
| Title |
Current Owner |
Registration Date |
Copyright Registration No. | |||
| B. | PATENTS AND PATENT APPLICATIONS |
| Title |
Current Owner |
Application No. |
Filing Date |
Patent No. |
Issue Date | |||||
| C. | TRADEMARKS AND TRADEMARK APPLICATIONS |
| Xxxx |
Current Owner |
Application No. |
Application Date |
Registration Number |
Registration Date | |||||
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SCHEDULE C
TO SUPPLEMENT NO. TO THE
TERM LOAN SECURITY AGREEMENT
Exclusive IP Agreements
[Name, Parties and Date of Agreement]
Registered Copyrights exclusively licensed pursuant to such agreement:
| Title |
Registered Owner |
Reg. No. |
Reg. Date | |||
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EXHIBIT 2-A TO THE
TERM LOAN SECURITY AGREEMENT
GRANT OF SECURITY INTEREST IN COPYRIGHTS
GRANT OF SECURITY INTEREST IN COPYRIGHTS (the “Agreement”), dated as of , made by [Grantor], a [—] corporation (the “Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Agent”) for the Lenders that are parties to the Term Loan Credit Agreement, dated as of [—], among Tribune Publishing Company (the “Borrower”), the Lenders and the Agent (as amended, supplemented, waived or otherwise modified from time to time, the “Term Loan Credit Agreement”).
WHEREAS, pursuant to the Term Loan Credit Agreement, the Lenders have severally agreed, among other things, to make a single loan to the Borrower subject to the terms and conditions set forth therein; and
WHEREAS, in connection with the Term Loan Credit Agreement, the Grantor, the Borrower and the other parties thereto have executed and delivered a Security Agreement, dated as of August 4, 2014, in favor of the Agent (together with all amendments, supplements, waivers and other modifications, if any, from time to time thereafter made thereto, the “Security Agreement”); and
WHEREAS, pursuant to the Security Agreement, the Grantor granted to the Agent, for the ratable benefit of the Term Loan Secured Parties, a security interest in all of its Intellectual Property, including the Copyrights; and
WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees as follows:
1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Term Loan Credit Agreement and the Security Agreement.
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2. Grant of Security Interest. The Grantor hereby grants to the Agent, for the benefit of the Term Loan Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in (subject only to Liens permitted under the Term Loan Credit Agreement) and to:
2.01 all Copyrights now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest, including without limitation those Copyrights set forth on Schedule I hereto;
2.02 all Exclusive IP Agreements that such Grantor is now or anytime hereafter becomes a party to, including all right, title and interest that such Grantor may have in any Copyrights licensed to such Grantor pursuant thereto, including without limitation those Exclusive IP Agreements and those Copyrights set forth on Schedule II hereto; and
2.03 to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing as collateral security for the prompt and complete payment and performance when due (whether as stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided, however, that no security interest is granted in any Excluded Property.
3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest with the United States Copyright Office. This Agreement is expressly subject to the terms and conditions of the Security Agreement. The Security Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.
4. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Copyrights are more fully set forth in the Term Loan Credit Agreement and the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.
5. Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an
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original executed counterpart of this Agreement. The Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.
* * *
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Grantor and the Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.
| [GRANTOR] | ||
| By: |
| |
| Name: | ||
| Title: | ||
| JPMORGAN CHASE BANK, N.A., as Agent | ||
| By: |
| |
| Name: | ||
| Title: | ||
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SCHEDULE I
Copyright Registrations
| Title |
Reg. No. |
Reg. Date | ||
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SCHEDULE II
Exclusive IP Agreements
[Name, Parties and Date of Agreement]
Registered Copyrights exclusively licensed pursuant to such agreement:
| Title |
Registered Owner |
Reg. No. |
Reg. Date | |||
[duplicate as necessary for additional agreements]
4-2
EXHIBIT 2-B TO THE
TERM LOAN SECURITY AGREEMENT
NOTICE AND CONFIRMATION OF GRANT OF
SECURITY INTEREST IN PATENTS
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN PATENTS (the “Agreement”), dated as of , 2013, made by [Grantor], a [—] corporation (the “Grantor in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Agent”) for the Lenders that are parties to the Term Loan Credit Agreement, dated as of August 4, 2014, among Tribune Publishing Company (the “Borrower”), the Lenders and the Agent (as amended, supplemented, waived or otherwise modified from time to time, the “Term Loan Credit Agreement”).
WHEREAS, pursuant to the Term Loan Credit Agreement, the Lenders have severally agreed, among other things, to make a single loan to the Borrower subject to the terms and conditions set forth therein; and
WHEREAS, in connection with the Term Loan Credit Agreement, the Grantor, the Borrower and the other parties thereto have executed and delivered a Security Agreement, dated as of JPMORGAN CHASE BANK, N.A., in favor of the Agent (together with all amendments, supplements, waivers and other modifications, if any, from time to time thereafter made thereto, the “Security Agreement”); and
WHEREAS, pursuant to the Security Agreement, the Grantor granted to the Agent, for the ratable benefit of the Term Loan Secured Parties, a security interest in all of its Intellectual Property, including the Patents; and
WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees as follows:
1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Term Loan Credit Agreement and the Security Agreement.
2. Confirmation of Grant of Security Interest. The Grantor hereby confirms that it granted to the Agent, for the benefit of the Term Loan Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in (subject only to Liens permitted under the Term Loan Credit Agreement) and to all Patents now
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owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest, including without limitation those Patents set forth on Schedule I hereto, and, to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing as collateral security for the prompt and complete payment and performance when due (whether as stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided, however, that no security interest is granted in any Excluded Property.
3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the Security Agreement. The Security Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.
4. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Patents are more fully set forth in the Term Loan Credit Agreement and the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.
5. Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.
* * *
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Grantor and the Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.
| [GRANTOR] | ||
| By: |
| |
| Name: | ||
| Title: | ||
| JPMORGAN CHASE BANK, N.A., as Agent | ||
| By: |
| |
| Name: | ||
| Title: | ||
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SCHEDULE I
Patents
| TITLE |
App. No. |
Filing Date |
Patent No. |
Issue Date | ||||
Patent Applications
| TITLE |
App. No. |
Filing Date | ||
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EXHIBIT 2-C TO THE
TERM LOAN SECURITY AGREEMENT
NOTICE AND CONFIRMATION OF GRANT OF
SECURITY INTEREST IN TRADEMARKS
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (the “Agreement”), dated as of , 2013, made by [Grantor], a [—] corporation (the “Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Agent”) for the Lenders that are parties to the Term Loan Credit Agreement, dated as of [—], among Tribune Publishing Company (the “Borrower”), the Lenders and the Agent (as amended, supplemented, waived or otherwise modified from time to time, the “Term Loan Credit Agreement”).
WHEREAS, pursuant to the Term Loan Credit Agreement, the Lenders have severally agreed, among other things, to make a single loan to the Borrower subject to the terms and conditions set forth therein; and
WHEREAS, in connection with the Term Loan Credit Agreement, the Grantor, the Borrower and the other parties thereto have executed and delivered a Security Agreement, dated as of JPMORGAN CHASE BANK, N.A., in favor of the Agent (together with all amendments, supplements, waivers and other modifications, if any, from time to time thereafter made thereto, the “Security Agreement”); and
WHEREAS, pursuant to the Security Agreement, the Grantor granted to the Agent, for the ratable benefit of the Term Loan Secured Parties, a security interest in all of its Intellectual Property, including the Trademarks; and
WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees as follows:
1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Term Loan Credit Agreement and the Security Agreement.
2. Confirmation of Grant of Security Interest. The Grantor hereby confirms that it granted to the Agent, for the benefit of the Term Loan Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in (subject only to Liens permitted under the Term Loan Credit Agreement) and to all Trademarks
now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest, including without limitation those Trademarks set forth on Schedule I hereto and, to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing as collateral security for the prompt and complete payment and performance when due (whether as stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided, however, that no security interest is granted in any Excluded Property.
3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the Security Agreement. The Security Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.
4. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Trademarks are more fully set forth in the Term Loan Credit Agreement and the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.
5. Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The Collateral Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.
* * *
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
4-2
IN WITNESS WHEREOF, the Grantor and the Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.
| [GRANTOR] | ||
| By: |
| |
| Name: | ||
| Title: | ||
| JPMORGAN CHASE BANK, N.A., as Agent | ||
| By: |
| |
| Name: | ||
| Title: | ||
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SCHEDULE I
Trademark Registrations
| TRADEMARK |
App. No. |
Filing Date |
Reg. No. |
Reg. Date | ||||
Trademark Applications
| TRADEMARK |
App. No. |
Filing Date | ||
