EXECUTION COPY
TRADEMARK SECURITY AGREEMENT
TRADEMARK SECURITY AGREEMENT, dated as of January 15, 1999, by
FLASHNET COMMUNICATIONS, INC., a Texas corporation ("GRANTOR"), in favor of
XXXXXXX XXXXX CREDIT PARTNERS L.P., in its capacity as Agent for Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Term Loan Agreement dated as of the
date hereof by and among Grantor, the Persons named therein as Guarantors, the
Administrative Agent and the Persons signatory thereto from time to time as
Lenders (including all annexes, exhibits or schedules thereto, as from time to
time amended, restated, supplemented or otherwise modified, the "LOAN
AGREEMENT"), Borrower has requested that Term Loans be made to the Borrower by
the Agent and the Lenders; and
WHEREAS, Agent and Lenders are willing to make the Term Loans as
provided for in the Loan Agreement, but only upon the condition, among others,
that Grantor shall have executed and delivered to Agent, for itself and the
ratable benefit of Lenders, that certain Borrower Pledge and Security Agreement
dated as of the date herewith (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "SECURITY AGREEMENT"); and
WHEREAS, pursuant to the Security Agreement, Grantor is required to
execute and deliver to Agent, for itself and the ratable benefit of Lenders,
this Trademark Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Loan Agreement.
2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Grantor hereby
grants to Agent, on behalf of itself and Lenders, a continuing first priority
security interest in all of Grantor's right, title and interest in, to and under
the following, whether presently existing or hereafter created or acquired
(collectively, the "TRADEMARK COLLATERAL"):
(a) all of its Trademarks and Trademark Licenses to which it is a
party including those referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the foregoing;
(c) all goodwill of the business connected with the use of, and
symbolized by, each Trademark and each Trademark License; and
(d) all products and proceeds of the foregoing, including,
without limitation, any claim by Grantor against third parties for past,
present or future (i) infringement or dilution of any Trademark or
Trademark licensed under any Trademark License or (ii) injury to the
goodwill associated with any Trademark or any Trademark licensed under any
Trademark License.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Trademark Security Agreement are granted in conjunction with the security
interests granted to Agent, on behalf of itself and Lenders, pursuant to the
Security Agreement. Grantor hereby acknowledges and affirms that the rights and
remedies of Agent with respect to the security interest in the Trademark
Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
[signature page follows]
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IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
FLASHNET COMMUNICATIONS, INC.
By: /s/ M. Xxxxx Xxxxxx
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Name: M. Xxxxx Xxxxxx
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Title President & Secretary
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ACCEPTED AND ACKNOWLEDGED BY:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Authorized Signatory
ACKNOWLEDGMENT OF GRANTOR
STATE OF TEXAS )
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) ss.
COUNTY OF TARRANT )
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On this 21st day of January, 1999 before me personally appeared
M. Xxxxx Xxxxxx, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of FlashNet
Communications, who being by me duly sworn did depose and say that he is
an authorized officer of said corporation, that the said instrument was signed
on behalf of said corporation as authorized by its Board of Directors and that
he acknowledged said instrument to be the free act and deed of said corporation.
/s/ Xxxxx X. Xxxxx
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Notary Public
{seal}
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SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK APPLICATIONS
Xxxx: F FLASHNET
Application No.: 75062450 File Date: 2/23/96
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