EXHIBIT 10.20
SECURITY AGREEMENT
THIS SECURITY AGREEMENT ("Agreement") is made and entered into as of March
27, 2001, by and between ODYSSEY HOLDINGS, L.L.C., a Delaware limited liability
corporation ("Debtor"), and XXXXXXXX XXXXXXXXX, INC., ("Hallmark").
RECITALS
A. Debtor has executed a Trademark License Agreement dated as of March 27,
2001 with Hallmark (the "Trademark Agreement").
B. For purposes of this Agreement, the term "Collateral" shall mean all of
the following: (i) the Trademark Agreement and all rights and interests therein
and thereunder; and (ii) the proceeds of any of the foregoing including, but not
limited to, accounts, contract rights, notes, drafts, instruments, general
intangibles, the proceeds of insurance or other tangible or intangible property
of Debtor resulting from the sale, licensing or other disposition of any of the
foregoing, and the proceeds thereof (hereinafter collectively referred to as
"Proceeds").
C. As security for Debtor's performance pursuant to and in accordance with
the Trademark Agreement and compensation for any damage to Hallmark's name or
reputation due to a breach of the Trademark Agreement by Debtor, Debtor desires
to grant to Hallmark a security interest in and to the Collateral.
TERMS AND CONDITIONS
NOW THEREFORE, the parties hereto agree as follows:
1. Grant of Security Interest. Debtor hereby grants and specifically
assigns to Hallmark a security interest in and to all of the Collateral to
secure Debtor's performance pursuant to and in accordance with the Trademark
Agreement and compensation for any damage to Hallmark's name or reputation due
to a breach of the Trademark Agreement by Debtor.
2. Representations, Warranties and Covenants. Debtor represents, warrants
and covenants as follows:
2.1 Title to Collateral. Debtor owns all right, title and interest
as licensee in and to the Collateral, free and clear of all liens, claims,
encumbrances and rights of others.
2.2 Limitation on Further Encumbrances. The Collateral shall remain
free from all purchase money or other security interests, liens or
encumbrances, except the security interests created by this Agreement.
2.3 Tax Obligation. Debtor shall pay when due all taxes,
assessments and governmental charges imposed on or with respect to the
Collateral, other than those being contested in good faith and by
appropriate proceedings.
2.4 Notice of Material Adverse Claims. Debtor shall present Hallmark
with a copy of any notice which Debtor receives from any party claiming
any material interest in the Collateral, or any material portion thereof,
or attempting to attach or to levy on any material portion of the
Collateral.
3. Financing, Statements: Perfection of Security Interest. Concurrently
with the execution hereof, or at any time or from time to time hereafter, Debtor
shall execute any financing statements reasonably requested by Hallmark which
are necessary to perfect Hallmark's security interest in the Collateral. Debtor
shall also cooperate with Hallmark with respect to and shall execute and
acknowledge any assignments (for security purposes only) or other instruments
reasonably required in order to perfect Hallmark's security interest or to
comply with any applicable foreign, federal or state statute. Any filing or
recording fees for any financing statements, mortgages, assignments or other
similar documents shall be promptly paid by Hallmark.
4. Remedies in the Event of Default. If an Event of Default shall occur,
Hallmark shall be entitled to all remedies available, including remedies at law
or in equity and including the right to a return of the collateral. Debtor
hereby acknowledges the difficulty in determining the amount of any damage to
Hallmark's name or reputation arising from Debtor's failure to perform in
accordance with the Trademark Agreement and consequently, if an Event of Default
shall occur, Debtor agrees that Hallmark shall be entitled to receive the
Collateral and any and all rights of Debtor in and to the Collateral, free and
clear of all encumbrances in full satisfaction of any claim that Hallmark may
have against Debtor for breach of the Trademark Agreement.
5. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their successors or assigns.
6. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Missouri.
7. Notices. All notices hereunder shall be deemed given when personally
delivered or when sent by certified or registered mail, postage prepaid, or by
facsimile transmission, to the parties hereto at their respective addresses as
set forth below, or at such other addresses as each of the parties shall from
time to time designate in like manner to the other parties.
If to Debtor: Odyssey Holdings, L.L.C.
00000 Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: President
Fax: (000) 000-0000
If to Hallmark: Xxxxxxxx Xxxxxxxxx, Inc.
0000 XxXxx Xxxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
9. Counterparts. This Agreement may be executed simultaneously or in one
or more counterparts, each of which together shall constitute one and the same
instrument.
10. Further Assurances. The parties hereto agree to do any and all things
and to undertake to perform any and all acts reasonably necessary in order to
carry out the intent of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ODYSSEY HOLDINGS, L.L.C. XXXXXXXX XXXXXXXXX, INC.
By /s/ Xxxxxxxx Xxxxxx By /s/ Xxxxxx Xxxxxxxxx
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Its President and CEO Its Vice President
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