TRADEMARK SECURITY AGREEMENT
Exhibit 4.20
EXECUTION VERSION
This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of November 1, 2012, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Credit Suisse AG, as collateral agent (the “Collateral Agent”) for the Secured First Lien Parties (as defined in the Security Agreement referred to below).
WHEREAS, WMG Acquisition Corp., a Delaware corporation, has entered into a Security Agreement, dated as of November 1, 2012, made by the Grantors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “General Security Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the General Security Agreement.
WHEREAS, under the terms of the General Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured First Lien Parties, a security interest in, among other property, certain Trademarks (as defined below) of the Grantors, and have agreed as a condition thereof to execute this Security Agreement for recording with the United States Patent and Trademark Office.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:
SECTION 1. Grant of Security. Each Grantor hereby confirms the grant to the Collateral Agent, for the ratable benefit of the Secured First Lien Parties, of a security interest in such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”), whether now owned or existing or hereafter acquired or arising:
(i) all trademarks, service marks, domain names, trade dress, logos, slogans, trade names, and other source identifiers, whether registered or unregistered, owned by the Grantor, (provided that no security interest shall be granted in United States intent-to-use trademark applications or service mark applications filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted), including, without limitation, each Trademark registration and application therefor, referred to in Schedule 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark;
(ii) all registrations and applications for registration for any Trademark, together with all renewals thereof;
(iii) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and
(iv) all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing.
SECTION 2. Security for Secured First Lien Obligations. The confirmation of the grant of continuing security interest in the Trademark Collateral by each Grantor under this Security Agreement secures the payment of all Secured First Lien Obligations of such Grantor, now or hereafter existing under or in respect of the Secured First Lien Agreements, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.
SECTION 3. Recordation. Each Grantor authorizes and requests that the Commissioner for Trademarks record this Security Agreement.
SECTION 4. Execution in Counterparts. This Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
SECTION 5. Grants, Rights and Remedies. This Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest with the U.S. Patent and Trademark Office. The security interest confirmed hereby has been granted to the Collateral Agent in connection with the General Security Agreement and is expressly subject to the terms and conditions thereof and does not create any additional rights or obligations for any party hereto. The General Security Agreement (and all, rights and remedies of the Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms.
SECTION 6. Governing Law. This Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed, all as of the date first written.
| WMG ACQUISITION CORP.
| ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Executive Vice President, General | |
| Counsel and Secretary | ||
[SIGNATURE PAGE TO IP SECURITY AGREEMENT - TRADEMARK]
| Guarantors: |
SR/MDM VENTURE INC. SUPER HYPE PUBLISHING, INC. |
ASYLUM RECORDS LLC ATLANTIC MOBILE LLC | ||
|
ROADRUNNER RECORDS INC. | ||||
| T.Y.S., INC. | THE RHYTHM METHOD INC. | ATLANTIC PRODUCTIONS LLC | ||
| THE ALL BLACKS U.S.A., INC. | XXXXX BOY MUSIC, INC. | ATLANTIC SCREAM LLC | ||
| X. X. XXXXXXX CO. | XXXXX XXXXXXX PUBLISHING | ATLANTIC/143 L.L.C. | ||
| ATLANTIC RECORDING | GROUP, INC. | BB INVESTMENTS LLC | ||
| CORPORATION | UNICHAPPELL MUSIC INC. | BULLDOG ENTERTAINMENT | ||
| ATLANTIC/MR VENTURES INC. | W.B.M. MUSIC CORP. | GROUP LLC | ||
| ARMS UP INC. | XXXXXX MUSIC INC. | BULLDOG ISLAND EVENTS LLC | ||
| XXXXX MUSIC, INC. | WARNER ALLIANCE MUSIC INC. | BUTE SOUND LLC | ||
| BIG BEAT RECORDS INC. | WARNER BRETHREN INC. | CHORUSS LLC | ||
| CAFE AMERICANA INC. | WARNER BROS. MUSIC | CORDLESS RECORDINGS LLC | ||
| XXXXXXXX MUSIC COMPANY, INC. | INTERNATIONAL INC. | EAST WEST RECORDS LLC | ||
| XXXX MUSIC, INC. | WARNER BROS. RECORDS INC. | FBR INVESTMENTS LLC | ||
| COTILLION MUSIC, INC. | WARNER CUSTOM MUSIC CORP. | FOZ MAN MUSIC LLC | ||
| CRK MUSIC INC. | WARNER DOMAIN MUSIC INC. | FUELED BY RAMEN LLC | ||
| E/A MUSIC, INC. | WARNER MUSIC DISCOVERY INC. | LAVA RECORDS LLC | ||
| ELEKSYLUM MUSIC, INC. | WARNER MUSIC LATINA INC. | LAVA TRADEMARK HOLDING | ||
| ELEKTRA/CHAMELEON | WARNER MUSIC SP INC. | COMPANY LLC | ||
| VENTURES INC. | XXXXXX XXXXXXXXX MUSIC INC. | MADE OF STONE LLC | ||
| ELEKTRA ENTERTAINMENT | WARNER SPECIAL PRODUCTS INC. | PENALTY RECORDS, L.L.C. | ||
| GROUP INC. | WARNER STRATEGIC MARKETING | PERFECT GAME RECORDING | ||
| ELEKTRA GROUP VENTURES INC. | INC. | COMPANY LLC | ||
| EN ACQUISITION CORP. | WARNER/XXXXXXXX MUSIC | RHINO NAME & LIKENESS | ||
| FHK, INC. | (SERVICES), INC. | HOLDINGS, LLC | ||
| FIDDLEBACK MUSIC PUBLISHING | WARNER/XXXXXXXX MUSIC, INC. | RHINO/FSE HOLDINGS, LLC | ||
| COMPANY, INC. | WARNER/XXXXXXXX PRODUCTION | T-BOY MUSIC, L.L.C. | ||
| FOSTER FREES MUSIC, INC. | MUSIC, INC. | T-GIRL MUSIC, L.L.C. | ||
| INSIDE JOB, INC. | WARNER-ELEKTRA-ATLANTIC | THE BIZ LLC | ||
| INSOUND ACQUISITION INC. | CORPORATION | XXXXX.XXX LLC | ||
| INTERSONG U.S.A., INC. | WARNERSONGS, INC. | WARNER MUSIC DISTRIBUTION | ||
| JADAR MUSIC CORP. | WARNER-XXXXXXXXX | LLC | ||
| LEM AMERICA, INC. | PUBLISHING CORP. | WMG TRADEMARK HOLDING | ||
| LONDON-SIRE RECORDS INC. | WARPRISE MUSIC INC. | COMPANY LLC | ||
| MAVERICK PARTNER INC. | J. RUBY PRODUCTIONS, INC. | ARTIST ARENA LLC | ||
| XXXXXXXX MUSIC INC. | SIX-FIFTEEN MUSIC | FERRET MUSIC HOLDINGS LLC | ||
| MIXED BAG MUSIC, INC. | PRODUCTIONS, INC. | FERRET MUSIC LLC | ||
| MM INVESTMENT INC. | XXXXX-XXXXXXXX, INC. | FERRET MUSIC MANAGEMENT | ||
| NONESUCH RECORDS INC. | WB GOLD MUSIC CORP. | LLC | ||
| NON-STOP MUSIC HOLDINGS, INC. | WB MUSIC CORP. | FERRET MUSIC TOURING LLC | ||
| NVC INTERNATIONAL INC. | WBM/HOUSE OF GOLD MUSIC, | P & C PUBLISHING LLC | ||
| OCTA MUSIC, INC. | INC. | WARNER MUSIC NASHVILLE LLC | ||
| PEPAMAR MUSIC CORP. | WBR MANAGEMENT SERVICES INC. | ATLANTIC PIX LLC | ||
| REP SALES, INC. | WBR/QRI VENTURE, INC. | |||
| RESTLESS ACQUISITION CORP. | WBR/RUFFNATION VENTURES, INC. |
By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx | ||
| REVELATION MUSIC PUBLISHING CORPORATION | WBR/SIRE VENTURES INC. | Title: Vice President & Secretary of each of the | ||
| RHINO ENTERTAINMENT COMPANY | WEA EUROPE INC. | above named entities listed | ||
| XXXX’S MUSIC INC. | WEA INC. | under the heading Guarantors | ||
| RIGHTSONG MUSIC INC. | WEA INTERNATIONAL INC. | and signing this agreement in | ||
| WEA MANAGEMENT SERVICES | such capacity on behalf of | |||
| RODRA MUSIC, INC. | INC. | each such entity | ||
| RYKO CORPORATION | WIDE MUSIC, INC. | |||
| RYKODISC, INC. | WMG MANAGEMENT SERVICES | |||
| RYKOMUSIC, INC. | INC. | |||
| SEA CHIME MUSIC, INC. |
[SIGNATURE PAGE TO IP SECURITY AGREEMENT - TRADEMARK]
| Guarantors (cont-d):
| ||
| WARNER MUSIC INC. | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Executive Vice President, General Counsel & | |
| Secretary | ||
| 615 MUSIC LIBRARY, LLC | ||
| By: | Six-Fifteen Music Productions, Inc., its Sole Member | |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Vice President & Secretary | |
| ARTIST ARENA INTERNATIONAL, LLC | ||
| By: | Artist Arena LLC, its Member | |
| By: | Warner Music Inc., its Sole Member | |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Vice President & Secretary | |
| ALTERNATIVE DISTRIBUTION ALLIANCE | ||
| By: | Warner Music Distribution LLC, its Managing | |
| Partner | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Vice President & Secretary | |
| MAVERICK RECORDING COMPANY | ||
| By: | SR/MDM Venture Inc., its Managing Partner | |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Vice President & Secretary | |
[SIGNATURE PAGE TO IP SECURITY AGREEMENT - TRADEMARK]
| Guarantors (cont-d): | ||
| NON-STOP CATACLYSMIC MUSIC, LLC | ||
| NON-STOP INTERNATIONAL PUBLISHING, LLC | ||
| NON-STOP OUTRAGEOUS PUBLISHING, LLC | ||
| By: | Non-Stop Music Publishing, LLC, their Sole Member | |
| By: | Non-Stop Music Holdings, Inc., its Manager | |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Vice President & Secretary | |
| NON-STOP MUSIC LIBRARY, L.C. | ||
| NON-STOP MUSIC PUBLISHING, LLC | ||
| NON-STOP PRODUCTIONS, LLC | ||
| By: | Non-Stop Music Holdings, Inc., their Sole Member | |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Vice President & Secretary | |
| WMG ARTIST BRAND LLC | ||
| By: | Warner Music Inc., its Managing Member | |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | Executive Vice President, General Counsel & Secretary | |
[SIGNATURE PAGE TO IP SECURITY AGREEMENT - TRADEMARK]
| CREDIT SUISSE AG, CAYMAN | ||
| ISLANDS BRANCH, as Collateral Agent
| ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Associate | ||
[SIGNATURE PAGE TO IP SECURITY AGREEMENT - TRADEMARK]
