Exhibit 10.10
EXECUTION COPY
TRADEMARK SECURITY AGREEMENT (this
"AGREEMENT") dated as of November 30,
2005, between NETWORK COMMUNICATIONS,
INC., a Georgia corporation (the
"GRANTOR") and CREDIT SUISSE, as the
Collateral Agent (as defined below).
PRELIMINARY STATEMENT
Reference is made to (a) the Revolving Loan Credit Agreement dated as
of November 30, 2005 (as amended, restated, supplemented or otherwise modified
from time to time, the "REVOLVING LOAN CREDIT AGREEMENT"), among the Grantor,
Gallarus Media Holdings, Inc., a Delaware corporation ("HOLDINGS"), the lenders
from time to time party thereto (the "REVOLVING LENDERS") and Credit Suisse, as
administrative agent, (b) the Term Loan Credit Agreement dated as of November
30, 2005 (as amended, restated, supplemented or otherwise modified from time to
time, the "TERM LOAN CREDIT AGREEMENT" and, together with the Revolving Loan
Credit Agreement, the "CREDIT AGREEMENTS"), among the Grantor, Holdings, the
lenders from time to time party thereto (the "TERM LENDERS" and, together with
the Revolving Lenders, the "LENDERS") and Credit Suisse, as administrative
agent, and (c) the Guarantee, Collateral and Intercreditor Agreement dated as of
November 30, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "GUARANTEE, COLLATERAL AND INTERCREDITOR AGREEMENT"), among
the Grantor, Holdings, the subsidiaries party thereto and Credit Suisse, in its
separate capacities as collateral agent (in such capacity, the "COLLATERAL
AGENT") for the Secured Parties (as defined in the Guarantee, Collateral and
Intercreditor Agreement), and as administrative agent under each of the Credit
Agreements.
The Revolving Lenders and the Issuing Bank have agreed to extend
credit to the Grantor subject to the terms and conditions set forth in the
Revolving Loan Credit Agreement, and the Term Lenders have agreed to make term
loans to the Grantor subject to the terms and conditions set forth in the Term
Loan Credit Agreement. The obligations of the Lenders and the Issuing Bank to
extend such credit are conditioned upon, among other things, the execution and
delivery of this Agreement.
Accordingly, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor hereby agrees as
follows:
SECTION 1. DEFINED TERMS. All capitalized terms used but not otherwise
defined herein have the meanings given to them in the Revolving Loan Credit
Agreement, the Term Loan Credit Agreement or the Guarantee, Collateral and
Intercreditor Agreement, as applicable.
SECTION 2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. The
Grantor hereby grants to the Collateral Agent (and its successors and assigns),
for the ratable benefit of the Secured Parties, a continuing security interest
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in all of the Grantor's right, title and interest in, to and under the
following, whether presently existing or hereafter created or acquired
(collectively, the "TRADEMARK COLLATERAL"):
(a) all of its Trademarks and Trademark Licenses to which it is a
party, including, without limitation, those referred to on Schedule I
hereto;
(b) all reissues, continuations or extensions of the foregoing;
(c) all products and proceeds of the foregoing, including, without
limitation, any claim by the Grantor against third parties for past,
present or future infringement or dilution of any Trademark or any
Trademark licensed under any Trademark License.
Notwithstanding the foregoing, the Trademark Collateral shall not include
any rights in any Trademarks or Trademark Licenses or other interests of the
Grantor that would be rendered invalid or unenforceable under applicable law by
the grant of a security interest, for so long as such reason for invalidity or
unenforceability under applicable law exists.
SECTION 3. GUARANTEE AND COLLATERAL AGREEMENT. The security interests
granted pursuant to this Agreement are granted in conjunction with the security
interests granted to the Collateral Agent (and its successors and assigns), for
the ratable benefit of the Secured Parties, pursuant to the Guarantee,
Collateral and Intercreditor Agreement. The Grantor hereby acknowledges and
affirms that the rights and remedies of the Collateral Agent with respect to the
security interest in the Trademark Collateral made and granted hereby are more
fully set forth in the Guarantee, Collateral and Intercreditor Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein, and in the event of any conflict between the terms and/or
conditions of this Agreement and the terms of the Guarantee, Collateral and
Intercreditor Agreement, the terms and/or conditions of the Guarantee,
Collateral and Intercreditor Agreement shall control.
SECTION 4. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the Grantor has caused this Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.
NETWORK COMMUNICATIONS, INC.,
by /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------
Title: CFO
---------------------------------
ACCEPTED AND ACKNOWLEDGED BY:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Collateral Agent,
By /s/ Xxxx X'Xxxx
-------------------------------------
Name: Xxxx X'Xxxx
----------------------------------
Title: Director
---------------------------------
By /s/ Xxxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxxxx
----------------------------------
Title: Associate
---------------------------------
SCHEDULE I
TO
TRADEMARK SECURITY AGREEMENT
U.S. Trademark Applications and Registrations
XXXX STATUS APP. NO. APP. DATE REG. NO. REG. DATE
---- ---------- ---------- --------- -------- ---------
APARTMENT BLUE BOOK Registered 75/117953 12-Jun-96 2057413 29-Apr-97
APARTMENT FINDER* Pending 76/580167 10-Mar-04
AT HOME IN ARKANSAS Registered 76/442280 20-Aug-02 2741476 29-Jul-03
ATLANTA HOMES & LIFESTYLES (Stylized) Registered 74/226/010 29-Nov-91 1830930 12-Apr-94
ATLANTA HOMES Registered 76/495018 06-Mar-03 2824708 23-Mar-04
ATLANTA HOMES & LIFESTYLES Registered 78/149343 31-Jul-02 2827715 30-Mar-04
BLACK'S GUIDE Registered 76/498383 10-Mar-03 2873626 17-Aug-04
COLORADO HOMES & LIFESTYLES Registered 76/443935 27-Aug-02 2736391 15-Jul-98
CORPORATE CHOICES Registered 75/840899 04-Nov-99 2385685 12-Sep-00
ENCLAVE Pending 78/711865 13-Sep-05
HOMETOUR Registered 74/625370 25-Jan-95 1944139 26-Dec-95
HOMEIMPROVEMENT Registered 76/541612 25-Aug-03 2859849 6-Jul-04
HOMES & LIFESTYLES PUBLISHING COMPANY Registered 78/301116 16-Sep-03 2966392 12-Jul-05
INTELLIRENT Registered 75/643163 17-Feb-99 2466966 10-Jul-01
LIVINGCHOICES Registered 76/499362 11-Mar-03 2954180 24-May-05
XXXXXXXXXXXXX.XXX (and design) Registered 76/498424 10-Mar-03 2822675 16-Mar-04
LOG & TIMBER STYLE Registered 75/716190 28-May-99 2392432 03-Oct-00
MATURE LIVING CHOICES Registered 76/543997 28-Aug-03 2935776 29-Mar-05
MOUNTAIN LIVING Registered 75139575 18-Jul-98 2170725 7-Jul-98
MY REAL ESTATE BOOK (and design) Registered 76/162002 09-Nov-00 2546673 12-Mar-02
XXXXXXXXXXXXXXXX.XXX Registered 76/151848 23-Oct-00 2492584 25-Sep-01
N (and globe design) Registered 74/603134 24-Oct-94 2045319 18-Mar-97
NEW HOME FINDER (and design) Registered 76/482497 13-Jan-03 2921995 01-Feb-05
XXXXXXXXXXXXXX.XXX Registered 76/151847 23-Oct-00 2492583 25-Sep-01
RELOCATING IN LAS VEGAS Registered 75/526557 28-Jul-98 2293780 16-Nov-99
SEATTLE HOMES & LIFESTYLE Registered 78/220853 03-Mar-03 2810668 03-Feb-04
SEATTLE HOMES & LIFESTYLES Registered 75/910600 03-Feb-00 2515894 04-Dec-01
SECOND HOME Registered 75/715898 27-May-99 2352898 23-May-03
SENIOR SELECTIONS Registered 75/469707 17-Apr-98 2226263 23-Feb-99
SENIOR SELECTIONS MATURE LIVING CHOICES Registered 75/471064 17-Apr-98 2230807 09-Mar-99
* Grantor claims exclusive nationwide use of the trademark APARTMENT FINDER
with the exception of the following Colorado counties: Xxxxx, Arapahoe,
Broomfield, Clear Creek, Denver, Douglas, Elbert, El Paso, Gilpin,
Jefferson, Park and Teller.
XXXX STATUS APP. NO. APP. DATE REG. NO. REG. DATE
---- ---------- ---------- --------- -------- ---------
ST. LOUIS HOMES AND LIFESTYLES Registered 78/222138 05-Mar-03 2810676 03-Feb-04
ST. LOUIS HOMES & LIFESTYLES Registered 75/908344 03-Feb-00 2493671 25-Sep-01
THE REAL ESTATE BOOK Registered 75/562202 30-Sep-98 2292689 16-Nov-99
THE REAL ESTATE BOOK (and design) Registered 73/509250 16-Nov-84 1337896 28-May-85
THE REAL ESTATE BOOK (and design) Registered 74/567128 29-Aug-94 1996435 27-Aug-96
THE REAL ESTATE BOOK ONLINE (and design) Registered 76/162001 09-Nov-00 2552223 26-Mar-02
UNIQUE HOMES Registered 73/377336 29-Jul-82 1241668 07-Jun-83
UNIQUE HOMES (stylized) Registered 74/185753 17-Jul-91 1734744 24-Nov-92
UNIQUE HOMES REFERRAL NETWORK Registered 74/727225 11-Sep-95 2315140 08-Feb-00
