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


 


1





















 


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 sue 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.


 


2





















 


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/
  Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address
  for Notices:

  
	
   

  	
  c/o Warner Music Group Inc.

  
	
   

  	
  75 Rockefeller Plaza

  
	
   

  	
  New York, New York 10019

  Attention: Paul Robinson

  
	
   

  	
  Telephone:
  (212) 275-2143
Facsimile: (212) 275-3601

  
					



 





















 


	
   

  	
  WMG
  HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul
  Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  c/o Warner Music Group Inc.

  75 Rockefeller Plaza
New York, New York 10019
Attention: Paul Robinson

  Telephone: (212) 275-2143

  Facsimile: (212) 275-3601

  
					



 





















 


	
  Other Grantors:

  
	
   

  
	
   

  	
  A. P. SCHMIDT CO.

  
	
   

  	
  ATLANTIC/143 L.L.C.

  
	
   

  	
  ATLANTIC/MR
  VENTURES INC.

  
	
   

  	
  ATLANTIC/MR
  II INC.

  
	
   

  	
  ATLANTIC
  RECORDING CORPORATION

  
	
   

  	
  BERNA
  MUSIC, INC.

  
	
   

  	
  BIG BEAT RECORDS INC.

  
	
   

  	
  BIG
  TREE RECORDING CORPORATION

  
	
   

  	
  BUTE
  SOUND LLC

  
	
   

  	
  CAFE AMERICANA INC.

  
	
   

  	
  CHAPPELL
  & INTERSONG MUSIC GROUP (AUSTRALIA) LIMITED

  
	
   

  	
  CHAPPELL
  AND INTERSONG MUSIC GROUP (GERMANY) INC.

  
	
   

  	
  CHAPPELL MUSIC COMPANY,
  INC.

  
	
   

  	
  COTA 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.

  
	
   

  	
  MCGUFFIN MUSIC INC.

  
	
   

  	
  MIXED BAG MUSIC, INC.

  
	
   

  	
  NC HUNGARY HOLDINGS INC.

  
	
   

  	
  NEW CHAPPELL 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.

  
	
   

  	
  SUMMY-BIRCHARD, INC.

  
	
   

  	
  SUPER-HYPE
  PUBLISHING, INC.

  
	
   

  	
  T-BOY
  MUSIC, L.L.C.

  
	
   

  	
  T-GIRL MUSIC, L.L.C.

  
	
   

  	
  THE
  RHYTHM METHOD INC.

  
	
   

  	
  TOMMY
  BOY MUSIC, INC.

  
	
   

  	
  TOMMY VALANDO PUBLISHING
  GROUP, INC.

  
	
   

  	
  TRI-CHAPPELL MUSIC INC.

  
	
   

  	
  TW MUSIC HOLDINGS INC.

  
	
   

  	
  UNICHAPPELL MUSIC INC.

  
	
   

  	
  W.B.M. MUSIC CORP.

  
	
   

  	
  WALDEN 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/CHAPPELL
  MUSIC, INC.

  
	
   

  	
  WARNER/CHAPPELL
  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.

  
	
   

  	
  WARNER SOJOURNER MUSIC
  INC.

  



 





















 


	
   

  	
  WARNERSONGS,
  INC.

  
	
   

  	
  WARNER SPECIAL PRODUCTS
  INC.

  
	
   

  	
  WARNER STRATEGIC MARKETING
  INC.

  
	
   

  	
  WARNER-TAMERLANE
  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/ Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Robinson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President