TRADEMARK SECURITY AGREEMENT
Exhibit 4.5
Execution Version
This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”), dated as of May 28, 2009, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Xxxxx Fargo Bank, National Association, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).
WHEREAS, WMG Acquisition Corp., a Delaware corporation, has entered into an Security Agreement, dated as of May 28, 2009, made by the Grantors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the Security Agreement.
WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured 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 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 Collateral Agent, for the ratable benefit of the Secured Parties, 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, designs, slogans, trade names, business names, corporate 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 to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark applications under applicable federal law), 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 1 hereto, and all of the goodwill of the business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto;
(iii) all registrations and applications for registration for any Trademark, together with all extensions and renewals thereof;
(iv) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(v) 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 xxx for and collect, or otherwise recover, such damages; and
(vi) 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. No Transfer of Grantor’s Rights. Except to the extent expressly permitted in the Secured Agreements, as applicable, 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 Secured Obligations. The grant of continuing security interest in the Trademark Collateral by each Grantor under this Trademark Security Agreement secures the payment of all Secured 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 office 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.
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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 Collateral Agent in connection with the 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 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 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: | Executive Vice President | |
| Address for Notices: | ||
| c/o Warner Music Group Corp. | ||
| 00 Xxxxxxxxxxx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: | Xxxx Xxxxxxxx | |
| Telephone: | (000) 000-0000 | |
| Facsimile: | (000) 000-0000 | |
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| WMG HOLDINGS CORP. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Executive Vice President | |
| Address for Notices: | ||
| c/o Warner Music Group Corp. | ||
| 00 Xxxxxxxxxxx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: | Xxxx Xxxxxxxx | |
| Telephone: | (000) 000-0000 | |
| Facsimile: | (000) 000-0000 | |
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Other Grantors:
| X. X. XXXXXXX CO. |
| ALTERNATIVE DISTRIBUTION ALLIANCE |
| ASYLUM RECORDS LLC |
| ATLANTIC/143 L.L.C. |
| ATLANTIC MOBILE LLC |
| ATLANTIC/MR VENTURES INC. |
| ATLANTIC PRODUCTIONS, LLC |
| ATLANTIC RECORDING CORPORATION |
| ATLANTIC SCREAM LLC |
| BB INVESTMENTS LLC |
| XXXXX MUSIC, INC. |
| BIG BEAT RECORDS INC. |
| BULLDOG ENTERTAINMENT GROUP LLC |
| BULLDOG ISLAND EVENTS LLC |
| BUTE SOUND LLC |
| CAFE AMERICANA INC. |
| XXXXXXXX & INTERSONG MUSIC GROUP (AUSTRALIA) LIMITED |
| XXXXXXXX AND INTERSONG MUSIC GROUP (GERMANY) INC. |
| XXXXXXXX MUSIC COMPANY, INC. |
| CHORUS, LLC |
| CORDLESS RECORDINGS LLC |
| XXXX MUSIC, INC. |
| COTILLION MUSIC, INC. |
| CRK MUSIC INC. |
| E/A MUSIC, INC. |
| EAST WEST RECORDS LLC |
| ELEKSYLUM MUSIC, INC. |
| ELEKTRA/CHAMELEON VENTURES INC. |
| ELEKTRA ENTERTAINMENT GROUP INC. |
| ELEKTRA GROUP VENTURES INC. |
| EN ACQUISITION CORP. |
| FBR INVESTMENTS LLC |
| FHK, INC. |
| FIDDLEBACK MUSIC PUBLISHING COMPANY, INC. |
| FOSTER FREES MUSIC, INC. |
| FOZ MAN MUSIC LLC |
| INSIDE JOB, INC. |
| INSOUND ACQUISITION INC. |
| INTERSONG U.S.A., INC. |
| JADAR MUSIC CORP. |
| LAVA RECORDS LLC |
| LAVA TRADEMARK HOLDING COMPANY LLC |
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| LEM AMERICA, INC. |
| LONDON-SIRE RECORDS INC. |
| MADE OF STONE LLC |
| MAVERICK PARTNER INC. |
| XXXXXXXX MUSIC INC. |
| MIXED BAG MUSIC, INC. |
| MM INVESTMENT INC. |
| NC HUNGARY HOLDINGS INC. |
| NEW XXXXXXXX INC. |
| NONESUCH RECORDS INC. |
| NON-STOP MUSIC HOLDINGS, INC. |
| NVC INTERNATIONAL INC. |
| OCTA MUSIC, INC. |
| PENALTY RECORDS, L.L.C. |
| PEPAMAR MUSIC CORP. |
| PERFECT GAME RECORDING COMPANY LLC |
| REP SALES, INC. |
| RESTLESS ACQUISITION CORP. |
| REVELATION MUSIC PUBLISHING CORPORATION |
| RHINO ENTERTAINMENT COMPANY |
| RHINO/FSE HOLDINGS, LLC |
| RHINO NAME & LIKENESS HOLDINGS, LLC |
| RICK’S MUSIC INC. |
| RIGHTSONG MUSIC INC. |
| RODRA MUSIC, INC. |
| RYKO CORPORATION |
| RYKODISC, INC. |
| RYKOMUSIC, INC. |
| SEA CHIME MUSIC, INC. |
| SR/MDM VENTURE INC. |
| SUPER HYPE PUBLISHING, INC. |
| T-BOY MUSIC, L.L.C. |
| T-GIRL MUSIC, L.L.C. |
| THE BIZ LLC |
| THE RHYTHM METHOD INC. |
| XXXXX BOY MUSIC, INC. |
| XXXXX XXXXXXX PUBLISHING GROUP, INC. |
| TW MUSIC HOLDINGS INC. |
| UNICHAPPELL MUSIC INC. |
| XXXXX.XXX LLC |
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| XXXXXX MUSIC INC. |
| WARNER ALLIANCE MUSIC INC. |
| WARNER BRETHREN INC. |
| WARNER BROS. MUSIC INTERNATIONAL INC. |
| WARNER BROS. RECORDS INC. |
| WARNER/XXXXXXXX MUSIC, INC. |
| WARNER/XXXXXXXX MUSIC (SERVICES), INC. |
| WARNER/XXXXXXXX PRODUCTION MUSIC, INC. |
| WARNER CUSTOM MUSIC CORP. |
| WARNER DOMAIN MUSIC INC. |
| WARNER-ELEKTRA-ATLANTIC CORPORATION |
| WARNER MUSIC DISCOVERY INC. |
| WARNER MUSIC DISTRIBUTION INC. |
| WARNER MUSIC 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. |
| W.B.M. MUSIC CORP. |
| 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. |
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| WMG MANAGEMENT SERVICES INC. |
| WMG TRADEMARK HOLDING COMPANY LLC |
| All by: |
/s/ Xxxx Xxxxxxxx | |
| Name: |
Xxxx Xxxxxxxx | |
| Title: |
Vice President |
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| FUELED BY RAMEN LLC | ||
| By: | FBR INVESTMENTS LLC, as Sole Member | |
| By: | WARNER MUSIC INC., as Sole Member | |
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Executive Vice President | |
| MAVERICK RECORDING COMPANY | ||
| By: | SR/MDM VENTURE INC., as Managing Partner | |
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Vice President | |
| NON-STOP CATACLYSMIC MUSIC, LLC | ||
| NON-STOP INTERNATIONAL PUBLISHING, LLC | ||
| NON-STOP OUTRAGEOUS PUBLISHING, LLC | ||
| By: | NON-STOP MUSIC PUBLISHING, LLC, as Sole Member | |
| By: | NON-STOP MUSIC HOLDINGS, INC., as Sole Member | |
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Vice President | |
| NON-STOP MUSIC LIBRARY, L.C. | ||
| NON-STOP MUSIC PUBLISHING, LLC | ||
| NON-STOP PRODUCTIONS, LLC | ||
| By: | NON-STOP MUSIC HOLDINGS, INC., as Sole Member | |
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Vice President | |
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| Address for Notices: | ||
| c/o Warner Music Group Corp. | ||
| 00 Xxxxxxxxxxx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxx Xxxxxxxx | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
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