PATENT SECURITY AGREEMENT
Exhibit 4.11
EXECUTION VERSION
This Patent 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 Patents (as defined below) of the Grantors, and have agreed as a condition thereof to execute this Security Agreement for recording with the U.S. 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 “Patent Collateral”), whether now owned or existing or hereafter acquired or arising:
(i) each patent, patent application, utility model and statutory invention registration, all inventions claimed or disclosed therein and all improvements thereto (“Patents”) owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1 hereto;
(ii) applications for any Patent together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof;
(iii) any and all claims for damages and injunctive relief for past, present and future infringement, 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
(iv) 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.
Section 2. Security for Secured First Lien Obligations. The confirmation of the grant of continuing security interest in the Patent 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 Patents 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 - PATENT]
| Guarantors:
ROADRUNNER RECORDS INC. T.Y.S., INC. THE ALL BLACKS U.S.A., INC. X. X. XXXXXXX CO. ATLANTIC RECORDING CORPORATION ATLANTIC/MR VENTURES INC. ARMS UP INC. XXXXX MUSIC, INC. BIG BEAT RECORDS INC. CAFE AMERICANA INC. XXXXXXXX MUSIC COMPANY, INC. XXXX MUSIC, INC. COTILLION MUSIC, INC. CRK MUSIC INC. E/A MUSIC, INC. ELEKSYLUM MUSIC, INC. ELEKTRA/CHAMELEON VENTURES INC. ELEKTRA ENTERTAINMENT GROUP INC. ELEKTRA GROUP VENTURES INC. EN ACQUISITION CORP. FHK, INC. FIDDLEBACK MUSIC PUBLISHING COMPANY, INC. FOSTER FREES MUSIC, INC. INSIDE JOB, INC. INSOUND ACQUISITION INC. INTERSONG U.S.A., INC. JADAR MUSIC CORP. LEM AMERICA, INC. LONDON-SIRE RECORDS INC. MAVERICK PARTNER INC. XXXXXXXX MUSIC INC. MIXED BAG MUSIC, INC. MM INVESTMENT INC. NONESUCH RECORDS INC. NON-STOP MUSIC HOLDINGS, INC. NVC INTERNATIONAL INC. OCTA MUSIC, INC. PEPAMAR MUSIC CORP. REP SALES, INC. RESTLESS ACQUISITION CORP. REVELATION MUSIC PUBLISHING CORPORATION RHINO ENTERTAINMENT COMPANY 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. THE RHYTHM METHOD INC. XXXXX BOY MUSIC, INC. XXXXX XXXXXXX PUBLISHING GROUP, 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. RECORDS INC. WARNER CUSTOM MUSIC CORP. WARNER DOMAIN MUSIC INC. WARNER MUSIC DISCOVERY INC. WARNER MUSIC LATINA INC. WARNER MUSIC SP INC. XXXXXX XXXXXXXXX MUSIC INC. WARNER SPECIAL PRODUCTS INC. WARNER STRATEGIC MARKETING INC. WARNER/XXXXXXXX MUSIC (SERVICES), INC. WARNER/XXXXXXXX MUSIC, INC. WARNER/XXXXXXXX PRODUCTION MUSIC, INC. WARNER-ELEKTRA-ATLANTIC CORPORATION WARNERSONGS, INC. WARNER-XXXXXXXXX PUBLISHING CORP. WARPRISE MUSIC INC. J. RUBY PRODUCTIONS, INC. SIX-FIFTEEN MUSIC PRODUCTIONS, INC. XXXXX-XXXXXXXX, INC. WB GOLD MUSIC CORP. WB MUSIC CORP. WBM/HOUSE OF GOLD MUSIC, INC. WBR MANAGEMENT SERVICES INC. WBR/QRI VENTURE, INC. WBR/RUFFNATION VENTURES, INC. WBR/SIRE VENTURES INC. WEA EUROPE INC. WEA INC. WEA INTERNATIONAL INC. WEA MANAGEMENT SERVICES INC. WIDE MUSIC, INC. WMG MANAGEMENT SERVICES INC. |
ASYLUM RECORDS LLC ATLANTIC MOBILE LLC ATLANTIC PRODUCTIONS LLC ATLANTIC SCREAM LLC ATLANTIC/143 L.L.C. BB INVESTMENTS LLC BULLDOG ENTERTAINMENT GROUP LLC BULLDOG ISLAND EVENTS LLC BUTE SOUND LLC CHORUSS LLC CORDLESS RECORDINGS LLC EAST WEST RECORDS LLC FBR INVESTMENTS LLC FOZ MAN MUSIC LLC FUELED BY RAMEN LLC LAVA RECORDS LLC LAVA TRADEMARK HOLDING COMPANY LLC MADE OF STONE LLC PENALTY RECORDS, L.L.C. PERFECT GAME RECORDING COMPANY LLC RHINO NAME & LIKENESS HOLDINGS, LLC RHINO/FSE HOLDINGS, LLC T-BOY MUSIC, L.L.C. T-GIRL MUSIC, L.L.C. THE BIZ LLC XXXXX.XXX LLC WARNER MUSIC DISTRIBUTION LLC WMG TRADEMARK HOLDING COMPANY LLC ARTIST ARENA LLC FERRET MUSIC HOLDINGS LLC FERRET MUSIC LLC FERRET MUSIC MANAGEMENT LLC FERRET MUSIC TOURING LLC P & C PUBLISHING LLC WARNER MUSIC NASHVILLE LLC ATLANTIC PIX LLC
By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President & Secretary of each of the above named entities listed under the heading Guarantors and signing this agreement in such capacity on behalf of each such entity |
[SIGNATURE PAGE TO IP SECURITY AGREEMENT - PATENT]
| 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 - PATENT]
| 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 - PATENT]
| 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 - PATENT]
