TRADEMARK SECURITY AGREEMENT

Exhibit 10.11

TRADEMARK SECURITY AGREEMENT

This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”), dated February 29, 2004, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, WMG Acquisition Corp., a Delaware corporation, has entered into a Credit Agreement dated as of February 29, 2004, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with WMG Holdings Corp., a Delaware Corporation (“Holdings”), Bank of America, N.A., as the L/C Issuer, the Swing Line Lender and the Administrative Agent, the other Agents named therein and the Lenders party thereto.

WHEREAS, as a condition precedent to the making of the Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain Security Agreement dated February 29, 2004 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Security Agreement.

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Trademarks of the Grantors, and have agreed as a condition thereof to execute this Trademark Security Agreement for recording with the United States Patent and Trademark Office and any other appropriate governmental authorities.

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 grants to the Administrative Agent for the ratable benefit of the Secured Parties a continuing security interest in all of 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) each Trademark owned by the Grantor, 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) each Trademark license to which the Grantor is a party, including, without limitation, each Trademark license referred to in Schedule 2 hereto, and all of the goodwill of the

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business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto; and

(iii) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing, including, without limitation, all Proceeds of and revenues from any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right but not the obligation, to xxx for and collect, or otherwise recover, such damages.

SECTION 2. No Transfer of Grantor’s Rights. Except to the extent expressly permitted in the Credit Agreement, each Grantor agrees not to sell, license, exchange, assign, or otherwise transfer or dispose of, or grant any rights with respect to, or mortgage or otherwise encumber, any of the Trademark Collateral.

SECTION 3. Security for Obligations. The grant of continuing security interest in the Trademark Collateral by each Grantor under this Trademark Security Agreement secures the payment of all Obligations of such Grantor, now or hereafter existing under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 4. Recordation. Each Grantor authorizes and requests that the Commissioner for Trademarks and any other applicable government officer record this Trademark Security Agreement.

SECTION 5. Execution in Counterparts. This Trademark 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 6. Grants, Rights and Remedies. This Trademark Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The security interest granted hereby has been granted to the Administrative Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof. The Security Agreement (and all, rights and remedies of the Administrative Agent thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 7. Governing Law. This Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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

	WMG ACQUISITION CORP.
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President
	Address for Notices:
	c/o Warner Music Group Inc.
	00 Xxxxxxxxxxx Xxxxx
	Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxxx
	Telephone: (000) 000-0000 Facsimile: (000) 000-0000

	WMG HOLDINGS CORP.
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President
	Address for Notices:
	c/o Warner Music Group Inc. 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000

Other Grantors:

X. X. XXXXXXX CO.

ATLANTIC/143 L.L.C.

ATLANTIC/MR VENTURES INC.

ATLANTIC/MR II INC.

ATLANTIC RECORDING CORPORATION

XXXXX MUSIC, INC.

BIG BEAT RECORDS INC.

BIG TREE RECORDING CORPORATION

BUTE SOUND LLC

CAFE AMERICANA INC.

XXXXXXXX & INTERSONG MUSIC GROUP (AUSTRALIA) LIMITED

XXXXXXXX AND INTERSONG MUSIC GROUP (GERMANY) INC.

XXXXXXXX MUSIC COMPANY, INC.

XXXX MUSIC, INC.

COTILLION MUSIC, INC.

CPP/BELWIN, INC.

CRK MUSIC INC.

E/A MUSIC, INC.

ELEKSYLUM MUSIC, INC.

ELEKTRA/CHAMELEON VENTURES INC.

ELEKTRA ENTERTAINMENT GROUP INC.

ELEKTRA GROUP VENTURES INC.

FHK, INC.

FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.

FOSTER FREES MUSIC, INC.

FOZ MAN MUSIC LLC

INSIDE JOB, INC.

INTERSONG U.S.A., INC.

JADAR MUSIC CORP.

LAVA TRADEMARK HOLDING COMPANY LLC

LEM AMERICA, INC.

LONDON-SIRE RECORDS, INC.

XXXXXXXX MUSIC INC.

MIXED BAG MUSIC, INC.

NC HUNGARY HOLDINGS INC.

NEW XXXXXXXX INC.

NONESUCH RECORDS INC.

NVC INTERNATIONAL INC.

OCTA MUSIC, INC.

PENALTY RECORDS, L.L.C.

PEPAMAR MUSIC CORP.

REVELATION MUSIC PUBLISHING CORPORATION

RHINO ENTERTAINMENT COMPANY

RICK’S MUSIC INC.

RIGHTSONG MUSIC INC.

RODRA MUSIC, INC.

SEA CHIME MUSIC, INC.

SR/MDM VENTURE INC.

XXXXX-XXXXXXXX, INC.

SUPER-HYPE PUBLISHING, INC.

T-BOY MUSIC, L.L.C.

T-GIRL MUSIC, L.L.C.

THE RHYTHM METHOD INC.

XXXXX BOY MUSIC, INC.

XXXXX XXXXXXX PUBLISHING GROUP, INC.

TRI-XXXXXXXX MUSIC INC.

TW MUSIC HOLDINGS INC.

UNICHAPPELL MUSIC INC.

W.B.M. MUSIC CORP.

XXXXXX MUSIC INC.

WARNER ALLIANCE MUSIC INC.

WARNER BRETHREN INC.

WARNER BROS. MUSIC INTERNATIONAL INC.

WARNER BROS. PUBLICATIONS U.S. INC.

WARNER BROS. RECORDS INC.

WARNER/XXXXXXXX MUSIC, INC.

WARNER/XXXXXXXX MUSIC (SERVICES), INC.

WARNER CUSTOM MUSIC CORP.

WARNER DOMAIN MUSIC INC.

WARNER-ELEKTRA-ATLANTIC CORPORATION

WARNER MUSIC BLUESKY HOLDING INC.

WARNER MUSIC DISCOVERY INC.

WARNER MUSIC DISTRIBUTION INC.

WARNER MUSIC GROUP INC.

WARNER MUSIC LATINA INC.

WARNER MUSIC SP INC.

XXXXXX XXXXXXXXX MUSIC INC.

WARNERSONGS, INC.

WARNER SPECIAL PRODUCTS INC.

WARNER STRATEGIC MARKETING INC.

WARNER-XXXXXXXXX PUBLISHING CORP.

WARPRISE MUSIC INC.

WB GOLD MUSIC CORP.

WB MUSIC CORP.

WBM/HOUSE OF GOLD MUSIC, INC.

WBPI HOLDINGS LLC

WBR MANAGEMENT SERVICES INC.

WBR/QRI VENTURE, INC.

WBR/RUFFNATION VENTURES, INC.

WBR/SIRE VENTURES INC.

WE ARE MUSICA INC.

WEA EUROPE INC.

WEA INC.

WEA INTERNATIONAL INC.

WEA LATINA MUSICA INC.

WEA MANAGEMENT SERVICES INC.

WIDE MUSIC, INC.

WMG MANAGEMENT SERVICES INC.

WMG TRADEMARK HOLDING COMPANY LLC

	All by:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President