Exhibit
10.4


 





















 


SECURITY
AGREEMENT


 


Dated February 27, 2004


 


From


 


The Grantors referred to herein


 


as Grantors


 


to


 


BANK OF AMERICA, N.A.


 


as
Administrative Agent


 





















 


TABLE OF
CONTENTS


 


	
  SECTION 1. Grant of Security

  	
   

  
	
  SECTION 2. Security for Obligations

  	
   

  
	
  SECTION 3. Grantors Remain Liable

  	
   

  
	
  SECTION 4. Delivery and Control of Security Collateral

  	
   

  
	
  SECTION 5. Maintaining Electronic Chattel Paper, Transferable Records and
  Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims

  	
   

  
	
  SECTION 6. Representations and Warranties

  	
   

  
	
  SECTION 7. Further Assurances

  	
   

  
	
  SECTION 8. Post-Closing
  Changes; Bailees; Collections on Assigned Agreements and Accounts

  	
   

  
	
  SECTION 9. As to Intellectual Property Collateral

  	
   

  
	
  SECTION 10. Voting Rights; Dividends; Etc.

  	
   

  
	
  SECTION 11. Transfers and Other Liens; Additional Shares

  	
   

  
	
  SECTION 12. Administrative Agent Appointed Attorney-in-Fact

  	
   

  
	
  SECTION 13. Administrative Agent May Perform

  	
   

  
	
  SECTION 14. Administrative Agent’s Duties

  	
   

  
	
  SECTION 15. Remedies

  	
   

  
	
  SECTION 16. Indemnity and Expenses

  	
   

  
	
  SECTION 17. Amendments; Waivers; Additional Grantors; Etc.

  	
   

  
	
  SECTION 18. Notices, Etc.

  	
   

  
	
  SECTION 19. Continuing
  Security Interest; Assignments under the Credit Agreement

  	
   

  
	
  SECTION 20. Release; Termination

  	
   

  
	
  SECTION 21. Execution in Counterparts

  	
   

  
	
  SECTION 22. The Mortgages

  	
   

  
	
  SECTION 23. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.

  	
   

  
	
  SECTION 24. Severability

  	
   

  
	
   

  	
   

  
	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  Schedule I

  	
  -

  	
  Location, Chief Executive Office, Place
  Where Agreements Are Maintained, Type Of Organization, Jurisdiction Of
  Organization And Organizational Identification Number

  	
   

  
	
  Schedule II

  	
  -

  	
  Pledged
  Equity

  	
   

  
	
  Schedule III

  	
  -

  	
  Commercial
  Tort Claims

  	
   

  
	
  Schedule IV

  	
  -

  	
  Collateral
  Description

  	
   

  



 





















 


EXHIBITS:


 


	
  Exhibit A

  	
  -

  	
  Form of Security Agreement Supplement

  
	
  Exhibit B

  	
  -

  	
  Form of Copyright Security Agreement

  
	
  Exhibit C

  	
  -

  	
  Form of Patent Security Agreement

  
	
  Exhibit D

  	
  -

  	
  Form of Trademark Security Agreement

  



 


ii





















 


SECURITY
AGREEMENT


 


SECURITY AGREEMENT dated February 27,
2004 made by WMG ACQUISITION CORP., a Delaware corporation (the “Company”), WMG HOLDINGS
CORP., a Delaware corporation (“Holdings”), the other Persons listed on the signature pages hereof
and the Additional Grantors (as hereinafter defined) (the Company, Holdings, the
Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to BANK OF
AMERICA, N.A., as administrative agent (in such capacity, together with any
successor administrative agent, the “Administrative
Agent”) for the Secured Parties.


 


PRELIMINARY
STATEMENTS


 


(1)           The
Company has entered into a Credit Agreement dated of even date herewith (said
Agreement, as it may hereafter be amended, amended and restated, supplemented
or otherwise modified from time to time, being the “Credit Agreement”) with Holdings, the other Borrowers
party thereto and the Lenders, the L/C Issuer and the Agents party thereto.


 


(2)           Pursuant
to the Credit Agreement, the Grantors are entering into this Agreement in order
to grant to the Administrative Agent for the ratable benefit of the Secured
Parties a security interest in the Collateral (as hereinafter defined) to
secure their respective Secured Obligations (as hereinafter defined).


 


(3)           It
is a condition precedent to the making of Loans and the issuance of Letters of
Credit by the Lenders under the Credit Agreement and the entry into Secured
Hedge Agreements by the Hedge Banks from time to time that the Grantors shall
have granted the assignment and security interest and made the pledge and
assignment contemplated by this Agreement.


 


(4)           Each
Grantor will derive substantial direct and indirect benefit from the
transactions contemplated by the Loan Documents and the Secured Hedge
Agreements (together with all instruments, agreements or other documents
evidencing the Cash Management Obligations, the “Finance Documents”).


 


(5)           Terms
defined in the Credit Agreement and not otherwise defined in this Agreement are
used in this Agreement as defined in the Credit Agreement. Further, unless
otherwise defined in this Agreement or in the Credit Agreement, terms defined
in Article 8 or 9 of the UCC (as defined below) are used in this Agreement
as such terms are defined in such Article 8 or 9 (including Accounts,
Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts,
Documents, Equipment, Farm Products, Financial Assets, Fixtures, General
Intangibles, Goods, Instruments, Inventory, Investment Property,
Letter-of-Credit Rights, Proceeds, Securities Accounts, Security, Supporting
Obligations and


 





















 


Uncertificated Security). “UCC” means the
“Uniform Commercial Code” as defined in the Credit Agreement.


 


NOW, THEREFORE, in consideration of the
premises and in order to induce the Lenders to make Loans and participate in
Letters of Credit, and the L/C Issuer to issue Letters of Credit under the
Credit Agreement and to induce the Hedge Banks to enter into Secured Hedge
Agreements from time to time, each Grantor hereby agrees with the
Administrative Agent for the ratable benefit of the Secured Parties as follows:


 


SECTION 1.
Grant of Security. Each Grantor hereby grants to the
Administrative 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 property, in each case, as to each type of property described below,
whether now owned or hereafter acquired by such Grantor, wherever located, and
whether now or hereafter existing or arising (collectively, the “Collateral”):


 


(a)           all
Accounts;


 


(b)           all
cash and Cash Equivalents;


 


(c)           all
Chattel Paper;


 


(d)           all Commercial Tort
Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule III
hereto);


 


(e)           all
Deposit Accounts;


 


(f)            all
Documents;


 


(g)           all
Equipment;


 


(h)           all
Farm Products;


 


(i)            all
Fixtures;


 


(j)            all
General Intangibles; all


 


(k)           Goods;


 


(l)            all
Instruments;


 


(m)          all
Inventory;


 


(n)           all
Letter-of-Credit Rights;


 


(o)           the
following (the “Security Collateral”):


 


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(i)       all
indebtedness evidenced by promissory notes or other instruments from time to
time owed to such Grantor (the “Pledged Debt”), and all interest, cash, instruments
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Debt;


 


(ii)      all
Equity Interests from time to time acquired, owned or held by such Grantor in
any manner (the “Pledged Equity”), including,
without limitation, the Equity Interests held by each Grantor set forth
opposite such Grantor’s name on and otherwise described on Schedule II,
and the certificates, if any, representing such additional shares or units or
other Equity Interests, and all dividends, distributions, return of capital,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
shares or other Equity Interests and all subscription warrants, rights or
options issued thereon or with respect thereto; provided that no Grantor shall be required to pledge, and
the terms “Pledged Equity” and “Security Collateral” used in this
Agreement shall not include, any Equity Interests in any Foreign Subsidiary
acquired, owned or otherwise held by such Grantor which, when aggregated with
all of the other shares of stock in such Foreign Subsidiary pledged by the
Grantors, would result in more than 65% of the shares of stock in such Foreign
Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956
2(c)(2) promulgated under the Code) (the “Voting
Foreign Stock”) being pledged to the Administrative
Agent, on behalf of the Secured Parties under this Agreement; provided further that all of the shares of
stock or units or other Equity Interests in such Foreign Subsidiary not entitled
to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)
promulgated under the Code) (the “Non-Voting
Foreign Stock”) shall be pledged by such Grantor;
and


 


(iii)     all
other Investment Property and all Financial Assets, and all dividends,
distributions, return of capital, interest, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange therefor and all subscription warrants, rights or
options issued thereon or with respect thereto;


 


(p)           all
contracts and agreements between any Grantor and one or more additional parties
(including, without limitation, any Swap Contracts, licensing agreements and
any partnership agreements, joint venture agreements, limited liability company
agreements) and the IP Agreements (as hereinafter defined), in each case as
such agreements may be amended, amended and restated, supplemented or otherwise
modified from time to time (collectively, the “Assigned
Agreements”), including, without limitation, all
rights of such Grantor


 


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to receive moneys due and to become due under or pursuant to the
Assigned Agreements, (all such Collateral being the “Agreement Collateral”);


 


(q)           the
following (collectively, the “Intellectual
Property Collateral”):


 


(i)       all
patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements
thereto (“Patents”);


 


(ii)      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 (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 such intent-to-use trademark applications under
applicable federal law), together, in each case, with the goodwill symbolized
thereby (“Trademarks”);


 


(iii)     all
copyrights whether registered or unregistered (“Copyrights”), including, without limitation,
copyrights in (A) all recordings of sound, whether or not coupled with a visual
image, by any method or format and on any substance or material, whether now or
hereafter known, which is used or useful in the recording, production and/or
manufacture of records or for any other exploitation of sound (“Recorded
Music Copyrights”), (B)
all music compositions or medleys consisting of words and music, or any
dramatic material and bridging passages, whether in form of instrumental and/or
vocal music, prose or otherwise, irrespective of length (“Publishing Copyrights”) and (C) Computer Software (as hereinafter
defined), internet web sites and the content thereof;


 


(iv)     all
computer software, programs and databases (including, without limitation,
source code, object code and all related applications and data files), firmware
and documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test
rights, improvement rights, renewal rights and indemnification rights and any
substitutions, replacements, improvements, error corrections, updates and new
versions of any of the foregoing (“Computer Software”);


 


(v)      all
confidential and proprietary information, including, without limitation,
confidential and proprietary know-how, trade secrets, manufacturing and
production processes and techniques, inventions, research and development
information, databases and data, including,


 


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without limitation, technical data,
financial, marketing and business data, pricing and cost information, business
and marketing plans and customer and supplier lists and information
(collectively, “Trade Secrets”), and
all other intellectual, industrial and intangible property of any type,
including, without limitation, industrial designs and mask works;


 


(vi)     all
registrations and applications for registration for any of the foregoing,
together with all reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations thereof;


 


(vii)    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;


 


(viii)   all
agreements, permits, consents, orders and franchises relating to the license,
development, use or disclosure of any of the foregoing to which such Grantor,
now or hereafter, is a party or a beneficiary (“IP Agreements”); and


 


(ix)      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;


 


(r)            all
books and records (including, without limitation, customer lists, credit files,
printouts and other computer output materials and records) of such Grantor
pertaining to any of the Collateral;


 


(s)           all
other tangible and intangible personal property of whatever nature whether or
not covered by Article 9 of the UCC; and


 


(t)            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 Collateral and, to the extent not otherwise included,
all payments under insurance (whether or not the Administrative Agent is the
loss payee thereof), or any indemnity, warranty or guaranty, payable by reason
of loss or damage to or otherwise with respect to any of the foregoing
Collateral;


 


provided that
notwithstanding anything to the contrary in this Agreement, this Agreement
shall not constitute a grant of a security interest in (A) motor vehicles the
perfection of a security interest in which is excluded from the UCC in the
relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any
Grantor is required by applicable law to apply the Proceeds of such
Letter-of-Credit Rights


 


5





















 


for a specified purpose or (C) any General Intangible, Investment
Property or other rights of a Grantor arising under any contract, instrument,
license or other document if (but only to the extent that) the grant of a
security interest therein would constitute a violation of a valid and
enforceable restriction in respect of such General Intangible, Investment
Property or other rights in favor of a third party or under any law,
regulation, permit, order or decree of any Governmental Authority, unless and
until all required consents shall have been obtained (for the avoidance of
doubt, the restrictions described herein are not negative pledges or similar
undertakings in favor of a lender or other financial counterparty); provided that the limitation set forth in
clause (C) above shall not affect, limit, restrict or impair the grant by a
Grantor of a security interest pursuant to this Agreement in any such
Collateral to the extent that an otherwise applicable prohibition or
restriction on such grant is rendered ineffective by the UCC. Each Grantor
shall, if requested to do so by the Administrative Agent, use commercially
reasonable efforts to obtain any such required consent that is reasonably
obtainable with respect to Collateral which the Administrative Agent reasonably
determines to be material.


 


SECTION 2.
Security for Obligations. This Agreement secures, in the case of
each Grantor, the payment of all Obligations of such Grantor now or hereafter
existing, whether direct or indirect, absolute or contingent, and whether for
principal, reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise (all
such Obligations being the “Secured
Obligations”).


 


SECTION 3.
Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and
agreements included in such Grantor’s Collateral to the extent set forth
therein to perform all of its duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) the exercise by the
Administrative Agent of any of the rights hereunder shall not release any
Grantor from any of its duties or obligations under the contracts and
agreements included in the Collateral and (c) no Secured Party shall have any
obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement or any other Finance Document, nor shall
any Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.


 


SECTION 4.
Delivery and Control of Security Collateral. (a) All certificates
representing or evidencing the Pledged Equity and all instruments representing
or evidencing the Pledged Debt in an aggregate principal amount in excess of
$2,000,000 shall be delivered to and held by or on behalf of the Administrative
Agent pursuant hereto and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to the Administrative


 


6





















 


Agent. During the continuation of an Event of Default and subject to Section 4(c),
the Administrative Agent shall have the right, at any time in its discretion
and without notice to any Grantor, to (i) transfer to or to register in the
name of the Administrative Agent or any of its nominees any or all of the
Security Collateral, subject only to the revocable rights specified in Section 10(a),
(ii) exchange certificates or instruments representing or evidencing Security
Collateral for certificates or instruments of smaller or larger denominations,
and (iii) convert Security Collateral consisting of Financial Assets credited
to any Securities Account to Security Collateral consisting of Financial Assets
held directly by the Administrative Agent, and to convert Security Collateral
consisting of Financial Assets held directly by the Administrative Agent to
Security Collateral consisting of Financial Assets credited to any Securities
Account.


 


(b)           During
the continuation of an Event of Default and subject to Section 4(c),
promptly upon the request of the Administrative Agent, with respect to any
Security Collateral in which any Grantor has any right, title or interest and
that constitutes an Uncertificated Security, such Grantor will cause the issuer
thereof either (i) to register the Administrative Agent as the registered owner
of such Security or (ii) to agree in an authenticated record with such Grantor
and the Administrative Agent that such issuer will comply with instructions
with respect to such Security originated by the Administrative Agent without
further consent of such Grantor, such authenticated record to be in form and
substance satisfactory to the Administrative Agent. During the continuation of
an Event of Default and subject to Section 4(c), with respect to any
Security Collateral in which any Grantor has any right, title or interest and
that is not an Uncertificated Security, promptly upon the request of the
Administrative Agent, such Grantor will notify each such issuer of Pledged
Equity that such Pledged Equity is subject to the security interest granted
hereunder.


 


(c)           Nothing
in Sections 4(a) or 4(b) shall be construed to require any Grantor to enter
into any control agreement with respect to any Deposit Account or Securities Account.


 


SECTION 5.
Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit
Rights and Giving Notice of Commercial Tort Claims. So long
as any Loan or any other Obligation of any Loan Party under any Loan Document
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
shall have any Commitment:


 


(a)           During
the continuation of an Event of Default, promptly upon the request of the
Administrative Agent, each Grantor will maintain (i) all Electronic Chattel
Paper so that the Administrative Agent has control of the Electronic Chattel
Paper in the manner specified in Section 9-105 of the UCC and (ii) all
transferable records so that the Administrative Agent has control of the
transferable records in the manner specified in Section 16 of the Uniform


 


7





















 


Electronic Transactions Act, as in effect in the jurisdiction governing
such transferable record (“UETA”); and


 


(b)           Each
Grantor will give prompt notice to the Administrative Agent of any Commercial
Tort Claim individually in excess of $5,000,000 that may arise in the future
and will promptly execute or otherwise authenticate a supplement to this
Agreement, and otherwise take all necessary action, to subject such Commercial
Tort Claim to the first priority security interest created under this
Agreement.


 


SECTION 6.
Representations and Warranties. Each Grantor represents and warrants as
follows:


 


(a)           Such
Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
correctly set forth in Schedule I hereto. Such Grantor is located (within
the meaning of Section 9-307 of the UCC) and has its chief executive
office in the state or jurisdiction set forth in Schedule I hereto. The
information set forth in Schedule I hereto with respect to such Grantor is
true and accurate in all material respects.


 


(b)           All
Pledged Equity consisting of Certificated Securities has been delivered to the
Administrative Agent in accordance herewith; provided
that the Certificated Securities which are to be delivered to the
Administrative Agent within [ ] days after the Closing Date, as specified in Schedule II
hereto, shall have been delivered within such time period.


 


(c)           Such
Grantor is the legal and beneficial owner of the Collateral of such Grantor
free and clear of any Lien, claim, option or right of others, except for the
security interest created under this Agreement, subject to Liens permitted
under Section 7.01 of the Credit Agreement.


 


(d)           The
Pledged Equity pledged by such Grantor hereunder has been duly authorized and
validly issued and is fully paid and non assessable.


 


(e)           The
Pledged Equity pledged by such Grantor constitutes the percentage of the issued
and outstanding Equity Interests of the issuers thereof indicated on Schedule II
hereto.


 


(f)            On or prior to the Closing Date, the
Company has delivered to the Administrative Agent a complete and accurate list,
as of the Closing Date, of all (A) Publishing Copyrights owned or co-owned by,
or exclusively licensed in the United States (in whole or in part) to, any
Grantor and registered with the U.S. Copyright Office, other than Publishing
Copyrights with respect to compositions that generated less than $500 of “net
publisher’s share” in the United States in the fiscal year most recently ended (“Material
Recordable Publishing Copyrights”)


 


8





















 


(it being understood that, with respect to the list delivered on or
prior to the Closing Date, the most recently ended fiscal year shall be the
fiscal year ended November 30, 2003), (B) Recorded Music Copyrights owned
by or exclusively licensed in the United States to any Grantor, registered with
the U.S. Copyright Office and available for sale in the United States by
Warner-Elektra-Atlantic Corporation, Alternative Distribution Alliance or any
other general market distributor in the United States which is owned and/or controlled
by the Company (“Material Recordable Recorded Music Copyrights” and,
together with Material Recordable Publishing Copyrights, “Material Recordable Copyrights”) (it
being understood that, with respect to the list delivered on or prior to the
Closing Date, the most recently ended fiscal year shall be the fiscal year
ended November 30, 2003), (C) Trademarks owned by any Grantor and pending
or registered with the U.S. Patent and Trademark Office (“Material Recordable Trademarks”) and (D) Patents owned by any
Grantor and issued by or pending or registered with the U.S. Patent and
Trademark Office (“Material Recordable Patents” and,
together with Material Recordable Copyrights and Material Recordable
Trademarks, “Material Recordable Intellectual
Property”).


 


(g)             On
the Closing Date each Grantor has executed and delivered to the Administrative
Agent (i) with respect to the Material Recordable Copyrights of such Grantor
for the fiscal year ended November 30, 2003, an agreement, in
substantially the form set forth in Exhibit B hereto or otherwise in form and
substance satisfactory to the Administrative Agent (a “Copyright Security Agreement”), (ii)
with respect to the Material Recordable Patents of such Grantor, an agreement,
in substantially the form set forth in Exhibit C hereto or otherwise in form
and substance satisfactory to the Administrative Agent (a “Patent Security Agreement”) and
(iii) with respect to the Material Recordable Trademarks of such Grantor, an
agreement, in substantially the form set forth in Exhibit D hereto or otherwise
in form and substance satisfactory to the Administrative Agent (a “Trademark Security Agreement” and,
together with each Copyright Security Agreement and each Patent Security
Agreement, the “Intellectual Property Security
Agreements”), in each case for recording the
security interest granted hereunder to the Administrative Agent in such
Intellectual Property Collateral with the U.S. Patent and Trademark Office or
the U.S. Copyright Office, as applicable.


 


(h)             (i)
This Agreement creates in favor of the Administrative Agent for the benefit of
the Secured Parties a valid security interest in all the Collateral of each
Grantor, securing the payment of the Secured Obligations of such Grantor; (ii)
upon the filing of a UCC financing statement in the UCC filing office in the
jurisdiction set forth in Schedule I under the heading “Jurisdiction of
Organization” with respect to such Grantor, naming such Grantor as the debtor,
the Administrative Agent as the secured party and including the collateral
description set forth in Schedule IV, all actions necessary to perfect the
security interest in the Collateral of such Grantor created under this
Agreement with


 


9





















 


respect to which a Lien may be perfected by filing pursuant to the UCC,
including without limitation unregistered Copyrights (all such Collateral, “Filing Collateral”) shall have been
duly made or taken and be in full force and effect, and the Lien created under
this Agreement in such Grantor’s Filing Collateral shall be perfected; and
(iii) upon the timely recordation of a Copyright Security Agreement naming such
Grantor as the grantor and the Administrative Agent as the secured party with
the U.S. Copyright Office, all actions necessary to perfect the security
interest in the Collateral of such Grantor consisting of the Material
Recordable Copyrights described therein and IP Agreements with respect thereto (“Copyright
Collateral”) shall
have been duly made or taken and be in full force and effect, and the Lien
created under this Agreement in such Grantor’s Copyright Collateral shall be
perfected.


 


(i)            Except
as could not reasonably be expected to have a Material Adverse Effect:


 


(i)       To
the Grantor’s knowledge, the operation of such Grantor’s business as currently
conducted or as contemplated to be conducted and the use of the Intellectual
Property Collateral in connection therewith do not conflict with, infringe,
misappropriate, dilute, misuse or otherwise violate the intellectual property
rights of any third party.


 


(ii)      The
registered Intellectual Property Collateral is subsisting and has not been
adjudged invalid or unenforceable in whole or part, and to such Grantor’s
knowledge, is valid and enforceable. Such Grantor is not aware of any uses of
any item of Intellectual Property Collateral by a Grantor or any Affiliate of a
Grantor that could be expected to lead to such item becoming invalid or
unenforceable.


 


(iii)     Such
Grantor has made or performed all filings, recordings and other acts and has
paid all required fees and taxes to maintain and protect its interest in its
registered Intellectual Property Collateral in full force and effect in the
United States, and to protect and maintain its interest therein including,
without limitation, recordations of any of its interests in the Patents and
Trademarks with the U.S. Patent and Trademark Office and recordation of any of
its interests in the Copyrights with the U.S. Copyright Office. Such Grantor
has used any statutory notice required in the United States in connection with
its use of each registered Patent, Trademark and Copyright in the Intellectual
Property Collateral.


 


(iv)     To
such Grantor’s knowledge, (A) none of the material Trade Secrets of such
Grantor has been used, divulged, disclosed or appropriated to the detriment of
such Grantor for the benefit of any other Person other than such Grantor; (B)
no employee, independent contractor


 


10





















 


or agent of such Grantor has misappropriated
any trade secrets of any other Person in the course of the performance of his
or her duties as an employee, independent contractor or agent of such Grantor;
and (C) no employee, independent contractor or agent of such Grantor is in
default or breach of any term of any employment agreement, non-disclosure
agreement, assignment of inventions agreement or similar agreement or contract
relating in any way to the protection, ownership, development, use or transfer
of such Grantor’s Intellectual Property Collateral.


 


(v)      To
such Grantor’s knowledge, no Grantor or Intellectual Property Collateral is
subject to any outstanding consent, settlement, decree, order, injunction,
judgment or ruling restricting the use of any Intellectual Property Collateral
by such Grantor or any of its Affiliates or that would impair the validity or
enforceability of such Intellectual Property Collateral.


 


SECTION 7.
Further Assurances. (a) Each Grantor agrees that from time
to time, at the expense of such Grantor, such Grantor will promptly execute and
deliver, or otherwise authenticate, all further instruments and documents, and
take all further action that may be reasonably necessary or desirable, or that
the Administrative Agent may reasonably request, in order to perfect and protect
any pledge or security interest granted or purported to be granted by such
Grantor hereunder or to enable the Administrative Agent to exercise and enforce
its rights and remedies hereunder with respect to any Collateral of such
Grantor.


 


(b)           Each
Grantor hereby authorizes the Administrative Agent to file one or more
financing or continuation statements, and amendments thereto, including,
without limitation, one or more financing statements indicating that such
financing statements cover all assets or all personal property (or words of
similar effect) of such Grantor, in each case without the signature of such
Grantor, and regardless of whether any particular asset described in such
financing statements falls within the scope of the UCC or the granting clause
of this Agreement. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law. Each Grantor
ratifies its authorization for the Administrative Agent to have filed such
financing statements, continuation statements or amendments filed prior to the
date hereof.


 


SECTION 8. Post-Closing Changes; Bailees; Collections on Assigned Agreements and Accounts. (a)
No Grantor will change its name, type of organization, jurisdiction of
organization, organizational identification number or location from those set
forth in Section 6(a) of this Agreement without first giving at least 5
days’ (or such lesser period of time as the Administrative Agent may agree)
prior written notice to the Administrative Agent and taking all action


 


11





















 


reasonably required by the Administrative Agent for the purpose of
perfecting or protecting the security interest granted by this Agreement.


 


(b)           During
the continuation of an Event of Default, if any Collateral of any Grantor is at
any time in the possession or control of a warehouseman, bailee or agent, upon
the request of the Administrative Agent such Grantor will (i) notify such
warehouseman, bailee or agent of the security interest created hereunder and
(ii) instruct such warehouseman, bailee or agent to hold all such Collateral
solely for the Administrative Agent’s account subject only to the
Administrative Agent’s instructions.


 


(c)           Except
as otherwise provided in this subsection (c), each Grantor will continue
to collect, at its own expense, all amounts due or to become due such Grantor
under the Accounts. In connection with such collections, such Grantor may take
(and, at the Administrative Agent’s direction during the continuation of an
Event of Default, may take) such commercially reasonable action as such Grantor
(or the Administrative Agent) may deem necessary or advisable to enforce
collection thereof; provided that
the Administrative Agent shall have the right, at any time upon the occurrence
and during the continuance of an Event of Default and upon written notice to
such Grantor of its intention to do so, to notify the obligors under any
Accounts of the assignment of such Accounts to the Administrative Agent and to
direct such obligors to make payment of all amounts due or to become due to
such Grantor thereunder directly to the Administrative Agent and, upon such
notification and at the expense of such Grantor, to enforce collection of any
such Accounts, to adjust, settle or compromise the amount or payment thereof,
in the same manner and to the same extent as such Grantor might have done, and
to otherwise exercise all rights with respect to such Accounts, including,
without limitation, those set forth in Section 9-607 of the UCC. After
receipt by any Grantor of the notice from the Administrative Agent referred to
in the proviso to the preceding sentence, all amounts and Proceeds (including,
without limitation, instruments) received by such Grantor in respect of the
Accounts of such Grantor shall be received in trust for the benefit of the
Administrative Agent hereunder, shall be segregated from other funds of such
Grantor and shall be either (A) released to such Grantor to the extent
permitted under the terms of the Credit Agreement so long as no Event of
Default shall have occurred and be continuing or (B) if any Event of Default
shall have occurred and be continuing, applied as provided in Section 8.03
of the Credit Agreement.


 


SECTION 9.
As to Intellectual Property Collateral. (a) Except to the extent
failure to act could not reasonably be expected to have a Material Adverse
Effect, with respect to registration or pending application of each item of its
Intellectual Property Collateral for which such Grantor has standing to do so,
each Grantor agrees to take, at its expense, all commercially reasonable steps,
including, without limitation, in the U.S. Patent and Trademark Office, the
U.S.


 


12





















 


Copyright Office and any other governmental authority located in the
United States, to (i) maintain the validity and enforceability of any
registered Intellectual Property Collateral and maintain such Intellectual
Property Collateral in full force and effect, and (ii) pursue the registration
and maintenance of each Patent, Trademark, or Copyright registration or
application, now or hereafter included in such Intellectual Property Collateral
of such Grantor, including, without limitation, the payment of required fees
and taxes, the filing of responses to office actions issued by the U.S. Patent
and Trademark Office, the U.S. Copyright Office or other governmental
authorities, the filing of applications for renewal or extension, the filing of
affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of
divisional, continuation, continuation-in-part, reissue and renewal
applications or extensions, the payment of maintenance fees and the
participation in interference, reexamination, opposition, cancellation,
infringement and misappropriation proceedings.


 


(b)           Except
as could not be reasonably expected to have a Material Adverse Effect, no
Grantor shall do or permit any act or knowingly omit to do any act whereby any
of its Intellectual Property Collateral may lapse or become invalid or
unenforceable or placed in the public domain.


 


(c)           Except
where failure to do so could not reasonably be expected to cause a Material
Adverse Effect, each Grantor shall take all commercially reasonable steps which
it (or the Administrative Agent during the continuation of an Event of Default)
deems reasonable and appropriate under the circumstances to preserve and
protect each item of its Intellectual Property Collateral, including, without
limitation, maintaining the quality of any and all products or services used or
provided in connection with any of the Trademarks, consistent with the quality
of the products and services as of the date hereof, and taking all steps
necessary to ensure that all licensed users of any of the Trademarks abide by
the applicable license’s terms with respect to the standards of quality.


 


(d)           Each
Grantor agrees that, should it obtain an ownership interest in any Intellectual
Property Collateral after the Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this
Agreement shall automatically apply thereto, and (ii) any such After-Acquired
Intellectual Property and, in the case of Trademarks, the goodwill symbolized
thereby, shall automatically become part of the Intellectual Property
Collateral subject to the terms and conditions of this Agreement with respect
thereto.


 


(e)           Each
Grantor shall, (x) in the case of Material Recordable Publishing Copyrights,
concurrently with the delivery of each Compliance Certificate delivered
pursuant to Section 6.02(b) of the Credit Agreement with respect to each
fiscal year of the Company and (y) in the case of any other Material Recordable
Intellectual Property, concurrently with the delivery of each Compliance
Certificate pursuant to Section 6.02(b) of the Credit Agreement, sign


 


13





















 


and deliver to the Administrative Agent an appropriate Intellectual
Property Security Agreement with respect to all Material Recordable
Intellectual Property owned by it as of the last day of the period for which
such Compliance Certificate is delivered, to the extent that such Material
Recordable Intellectual Property is not covered by any previous Intellectual
Property Security Agreement so signed and delivered by it. In each case, it
will promptly cooperate as necessary to enable the Administrative Agent to make
any necessary or reasonably desirable recordations with the U.S. Copyright
Office or the U.S. Patent and Trademark Office, as appropriate.


 


SECTION 10. Voting Rights; Dividends; Etc. (a) So long as no Event of Default
shall have occurred and be continuing:


 


(i)           Each
Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of such Grantor or any part
thereof for any purpose; provided that
such Grantor will not exercise or refrain from exercising any such right if
such action would have a material adverse effect on the value of the Security
Collateral or any part thereof.


 


(ii)          Each
Grantor shall be entitled to receive and retain any and all dividends, interest
and other distributions paid in respect of the Security Collateral of such
Grantor if and to the extent that the payment thereof is not otherwise prohibited
by the terms of the Loan Documents; provided
that any and all non-cash dividends, interest and other
distributions paid or payable in respect of, and instruments and other property
received, receivable or otherwise distributed in respect of, or in exchange
for, any Security Collateral, shall be, and shall be forthwith delivered to the
Administrative Agent to hold as, Security Collateral and shall, if received by
such Grantor, be received in trust for the benefit of the Administrative Agent,
be segregated from the other property or funds of such Grantor and be forthwith
delivered to the Administrative Agent as Security Collateral in the same form
as so received (with any necessary endorsement).


 


(iii)         The
Administrative Agent will execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such
Grantor may reasonably request for the purpose of enabling such Grantor to
exercise the voting and other rights that it is entitled to exercise pursuant to
paragraph (i) above and to receive the dividends or interest payments that it
is authorized to receive and retain pursuant to paragraph (ii) above.


 


(b)           Upon
the occurrence and during the continuance of an Event of Default:


 


14





















 


(i)           All
rights of each Grantor (x) to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 10(a)(i) shall, upon notice to such Grantor by the Administrative
Agent, cease and (y) to receive the dividends, interest and other distributions
that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii)
shall automatically cease, and all such rights shall thereupon become vested in
the Administrative Agent, which shall thereupon have the sole right to exercise
or refrain from exercising such voting and other consensual rights and to
receive and hold as Security Collateral such dividends, interest and other
distributions.


 


(ii)          All
dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 10(b) shall be
received in trust for the benefit of the Administrative Agent, shall be
segregated from other funds of such Grantor and shall be forthwith paid over to
the Administrative Agent as Security Collateral in the same form as so received
(with any necessary endorsement).


 


SECTION 11.
Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees
that it will not (i) sell, assign or otherwise dispose of, or grant any option
with respect to, any of the Collateral, other than sales, assignments and other
dispositions of Collateral, and options relating to Collateral, permitted under
the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien
upon or with respect to any of the Collateral of such Grantor except for the
pledge, assignment and security interest created under this Agreement and other
Liens permitted under the Credit Agreement.


 


(b)           Each
Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged
by such Grantor not to issue any Equity Interests or other Securities in
addition to or in substitution for the Pledged Equity issued by such issuer,
except to such Grantor, and (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all additional Equity
Interests or other Securities (subject to Section 1(o)(ii) with respect to
Voting Foreign Stock).


 


SECTION 12.
Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints the Administrative Agent such Grantor’s attorney in fact,
with full authority in the place and stead of such Grantor and in the name of
such Grantor or otherwise, from time to time, upon the occurrence and during
the continuance of an Event of Default, in the Administrative Agent’s
discretion, to take any action and to execute any instrument that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation:


 


15





















 


(a)           to
obtain and adjust insurance required to be paid to the Administrative Agent,


 


(b)           to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral,


 


(c)           to
receive, indorse and collect any drafts or other instruments, documents and
Chattel Paper, in connection with clause (a) or (b) above, and


 


(d)           to
file any claims or take any action or institute any proceedings that the
Administrative Agent may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce compliance with the terms and
conditions of any Assigned Agreement or the rights of the Administrative Agent
with respect to any of the Collateral.


 


SECTION 13.
Administrative Agent May Perform. If any Grantor fails to perform any
agreement contained herein, the Administrative Agent may, but without any
obligation to do so and without notice, itself perform, or cause performance
of, such agreement, and the reasonable out-of-pocket expenses of the
Administrative Agent incurred in connection therewith shall be payable by such
Grantor under Section 16.


 


SECTION 14.
Administrative Agent’s Duties. The powers conferred on the
Administrative Agent hereunder are solely to protect the Secured Parties’
interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
any Secured Party has or is deemed to have knowledge of such matters, or as to
the taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Collateral. The Administrative Agent shall be
deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which it accords its own property, and will not be
liable or responsible for any loss or damage to any Collateral, or for any
diminution in the value thereof,
by reason of any act or omission of any sub-agent or bailee selected by the
Administrative Agent in good faith, except to the extent that such liability
arises from the Administrative Agent’s gross negligence or willful misconduct.


 


SECTION 15.
Remedies. If any Event of Default shall have
occurred and be continuing:


 


16





















 


(a)           The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party upon default under the UCC (whether
or not the UCC applies to the affected Collateral) and also may: (i) require
each Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of the Administrative Agent forthwith, assemble all or part of the
Collateral as directed by the Administrative Agent and make it available to the
Administrative Agent at a place and time to be designated by the Administrative
Agent that is reasonably convenient to both parties; (ii) without notice except
as specified below, sell the Collateral or any part thereof in one or more
parcels at public or private sale, at any of the Administrative Agent’s offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Administrative Agent may deem commercially reasonable; (iii)
occupy any premises owned or, to the extent lawful and permitted, leased by any
of the Grantors where the Collateral or any part thereof is assembled or
located for a reasonable period in order to effectuate its rights and remedies
hereunder or under law, without obligation to such Grantor in respect of such
occupation; and (iv) exercise any and all rights and remedies of any of the
Grantors under or in connection with the Collateral, or otherwise in respect of
the Collateral, including, without limitation, (A) any and all rights of such
Grantor to demand or otherwise require payment of any amount under, or
performance of any provision of, the Assigned Agreements, the Accounts and the
other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds
with respect to the Deposit Accounts and (C) exercise all other rights and
remedies with respect to the Assigned Agreements, the Accounts and the other
Collateral, including, without limitation, those set forth in Section 9-607
of the UCC. The Administrative Agent shall give the applicable Grantors at
least ten (10) Business Days’ written notice of the time and place of any
public sale or the time after which any private sale is to be made and each
Grantor agrees that such notice shall constitute reasonable notification. The
Administrative Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Administrative Agent may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.


 


(b)           All
payments received by any Grantor under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust
for the benefit of the Administrative Agent, shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the Administrative
Agent in the same form as so received (with any necessary endorsement).


 


(c)           The
Administrative Agent may, without notice to any Grantor except as required by
law and at any time or from time to time, charge, set off and


 


17





















 


otherwise apply
all or any part of the Secured Obligations against any funds held with
respect to any Deposit Account.


 


(d)           If
the Administrative Agent shall determine to exercise its right to sell all or
any of the Security Collateral of any Grantor pursuant to this Section 15,
each Grantor agrees that, upon request of the Administrative Agent, such
Grantor will, at its own expense, do or cause to be done all such other acts
and things as may be necessary to make such sale of such Security Collateral or
any part thereof valid and binding and in compliance with applicable law.


 


(e)           The
Administrative Agent is authorized, in connection with any sale of the Security
Collateral pursuant to this Section 15, to deliver or otherwise disclose
to any prospective purchaser of the Security Collateral: (i) any registration
statement or prospectus, and all supplements and amendments thereto; (ii) any
information and projections; and (iii) any other information in its possession
relating to such Security Collateral.


 


(f)            Each
Grantor acknowledges the impossibility of ascertaining the amount of damages
that would be suffered by the Secured Parties by reason of the failure by such
Grantor to perform any of the covenants contained in subsection (d) above
and, consequently, agrees that, if such Grantor shall fail to perform any of
such covenants, it will pay, as liquidated damages and not as a penalty, an
amount equal to the value of the Security Collateral on the date the
Administrative Agent shall demand compliance with subsection (d) above.


 


SECTION 16.
Indemnity and Expenses. (a) Each
Grantor agrees to indemnify, defend and save and hold harmless each Secured
Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an “Indemnified
Party”) from and
against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel (which shall be limited to one (1) counsel to the
Administrative Agent and the Lenders, unless (x) the interests of the
Administrative Agent and the Lenders are sufficiently divergent, in which case
one (1) additional counsel may be appointed, and (y) if the interests of any
Lender or group of Lenders (other than all of the Lenders) are distinctly or
disproportionately affected, one (1) additional counsel for such Lender or
group of Lenders)) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except to the extent such claim, damage, loss, liability or
expense has resulted from such Indemnified Party’s gross negligence or willful
misconduct or breach of this Agreement by the Secured Party.


 


(b)           Each
Grantor will upon demand pay to the Administrative Agent the amount of any and
all reasonable out-of-pocket expenses, including, without


 


18





















 


limitation, the reasonable fees and expenses of its counsel and of any
experts and agents, that the Administrative Agent may incur in connection with
(i) the administration of this Agreement, (ii) the custody, preservation, use
or operation of, or the sale of, collection from or other realization upon, any
of the Collateral of such Grantor, (iii) the exercise or enforcement of any of
the rights of the Administrative Agent or the other Secured Parties hereunder
or (iv) the failure by such Grantor to perform or observe any of the provisions
hereof.


 


SECTION 17.
Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or
waiver of any provision of this Agreement, and no consent to any departure by
any Grantor herefrom, shall in any event be effective unless the same shall be
in writing and signed by each Grantor to which such amendment or waiver is to
apply and the Administrative Agent (with the consent of the requisite number of
Lenders specified in the Credit Agreement), and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given. No failure on the part of the Administrative Agent or any
other Secured Party to exercise, and no delay in exercising any right
hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the
exercise of any other right.


 


(b)           Upon
the execution and delivery, or authentication, by any Person of a security
agreement supplement in substantially the form of Exhibit A hereto (each a “Security Agreement Supplement”), (i)
such Person shall be referred to as an “Additional
Grantor” and shall be and become a Grantor hereunder, and each
reference in this Agreement and the other Loan Documents to “Grantor” shall
also mean and be a reference to such Additional Grantor, and each reference in
this Agreement and the other Loan Documents to “Collateral” shall also mean and
be a reference to the Collateral of such Additional Grantor, and (ii) the
supplemental schedules I through IV attached to each Security Agreement
Supplement shall be incorporated into and become a part of and supplement
Schedules I through IV, respectively, hereto, and the Administrative Agent may
attach such supplemental schedules to such Schedules; and each reference to
such Schedules shall mean and be a reference to such Schedules as supplemented
pursuant to each Security Agreement Supplement.


 


SECTION 18.
Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication or facsimile transmission) and mailed, telegraphed,
telecopied, telexed, faxed or delivered to it, if to any Grantor, addressed to
it in care of the Company at the Company’s address specified in Section 10.02
of the Credit Agreement, if to the Administrative Agent, at its address
specified in Section 10.02 of the Credit Agreement. All such notices and
other communications shall be deemed to be given or made at such time as shall
be set forth in Section 10.02 of the Credit Agreement. Delivery by
telecopier of an executed counterpart of


 


19





















 


any amendment or waiver of any provision of this Agreement or of any
Security Agreement Supplement or Schedule hereto shall be effective as
delivery of an original executed counterpart thereof.


 


SECTION 19.
Continuing Security Interest; Assignments under the Credit Agreement. This
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the latest of (i) the payment
in full in cash of the Secured Obligations other than Obligations with respect
to Secured Hedge Agreements and Cash Management Obligations not yet due and
payable, (ii) the Maturity Date and (iii) the termination or expiration of all
Letters of Credit, (b) be binding upon each Grantor, its successors and assigns
and (c) inure, together with the rights and remedies of the Administrative
Agent hereunder, to the benefit of the Secured Parties and their permitted respective
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), any Lender may assign or otherwise transfer all or any
portion of its rights and obligations under the Credit Agreement (including,
without limitation, all or any portion of its Commitments, the Loans owing to
it and the Note or Notes, if any, held by it) to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise, in each case as provided in
Section 10.07 of the Credit Agreement.


 


SECTION 20.
Release; Termination. (a) Upon any sale, lease, transfer or
other disposition of any item of Collateral of any Grantor permitted by, and in
accordance with, the terms of the Loan Documents to any Person other than
Holdings, the Company or any Restricted Subsidiary or upon the effectiveness of
any consent to the release of the security interest granted hereby in any
Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien
created under this Agreement on such Collateral (but not on any Proceeds
thereof) shall automatically terminate. Upon the release of any Grantor from
its Guaranty, if any, in accordance with the terms of the Loan Documents, the
Lien created under this Agreement on the Collateral of such Grantor shall
automatically terminate and such Grantor shall automatically be released from
its obligations hereunder. The Administrative Agent will, at such Grantor’s
expense, execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence any release of the Lien created under this
Agreement on any Collateral pursuant to this Section 20(a); provided that such Grantor shall have
delivered to the Administrative Agent a written request therefor describing the
item of Collateral and the terms of the sale, lease, transfer or other
disposition in reasonable detail, and a certificate of such Grantor to the
effect that the transaction is in compliance with the Loan Documents and as to
such other matters as the Administrative Agent may request. The Administrative
Agent shall be authorized to rely on any such certificate without independent
investigation.


 


20





















 


(b)           Upon
the latest of (i) the payment in full in cash of the Secured Obligations other
than Obligations with respect to Secured Hedge Agreements and Cash Management
Obligations not yet due and payable, (ii) the Maturity Date and (iii) the
termination or expiration of all Letters of Credit, the Lien on all Collateral
created under this Agreement shall terminate and all rights to the Collateral
shall revert to the applicable Grantor. Upon any such termination, the
Administrative Agent will, at the applicable Grantor’s expense, execute and
deliver to such Grantor such documents as such Grantor shall reasonably request
to evidence such termination.


 


SECTION 21.
Execution in Counterparts. This 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. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.


 


SECTION 22.
The Mortgages. In the event that any of the Collateral
hereunder is also subject to a valid and enforceable Lien under the terms of
any Mortgage and the terms of such Mortgage are inconsistent with the terms of
this Agreement, then with respect to such Collateral, the terms of such
Mortgage shall be controlling in the case of Fixtures and real estate leases,
letting and licenses of, and contracts and agreements relating to the lease of,
real property, and the terms of this Agreement shall be controlling in the case
of all other Collateral.


 


SECTION 23.
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


(b)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH GRANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 


(c)           EACH
GRANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM,
DEMAND, ACTION, OR


 


21





















 


CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
THERETO.


 


SECTION 24.
Severability. If any provision of any Loan Document is
invalid or unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (i) the other provisions of the Loan Documents shall remain
in full force and effect in such jurisdiction and shall be liberally construed
in favor of the Administrative Agent and the Secured Parties in order to carry
out the intentions of the parties thereto as nearly as may be possible and (ii)
the invalidity or unenforceability of such provision in such jurisdiction shall
not affect the validity or enforceability thereof in any other jurisdiction.


 


22





















 


IN WITNESS WHEREOF, each Grantor has caused
this 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

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WMG HOLDINGS
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [OTHER
  GRANTORS]

  



 


















Schedule I to the


Security
Agreement


 


CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,

JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL

IDENTIFICATION NUMBER


 


	
  Grantor

  	
   

  	
  Chief

  Executive

  Office

  	
   

  	
  Type of

  Organization

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Organizational

  I.D. No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule II to the


Security
Agreement


 


PLEDGED EQUITY


 


	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Class of

  Equity

  Interest

  	
   

  	
  Par Value (if

  applicable)

  	
   

  	
  Certificate

  No(s)

  	
   

  	
  Number

  of Shares

  	
   

  	
  Percentage

  of

  Outstanding

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule III to the


Security Agreement


 


COMMERCIAL TORT CLAIMS


 


[Describe
nature of claim(s)-see Comment 5 to UCC Section 9-108]


 





















 


Schedule IV to the


Security
Agreement


 


COLLATERAL DESCRIPTION


 


“All personal
property.”


 





















 


Exhibit A to the


Security
Agreement


 


FORM
OF SECURITY AGREEMENT SUPPLEMENT


 


[Date of
Security Agreement Supplement]


 


Bank of America, N.A.,


as the Administrative Agent for the


Secured Parties referred to in the


Credit Agreement referred to below


 


 


Attn:


 


[THE COMPANY]


 


Ladies and Gentlemen:


 


Reference is made to (i) the Credit Agreement
dated as of February 27, 2004 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among WMG
Acquisition Corp., a Delaware corporation, as a Borrower, the Overseas
Borrowers from time to time party thereto, WMG Holdings Corp., a Delaware
corporation (“Holdings”), the
Lenders party thereto, Bank of America, N.A., as the L/C Issuer, the Swing Line
Lender and the Administrative Agent (together with any successor administrative
agent, the “Administrative Agent”), and
the other Agents named therein, and (ii) the Security Agreement dated February 27,
2004 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Security Agreement”) made
by the Grantors from time to time party thereto in favor of the Administrative
Agent for the Secured Parties. Terms defined in the Credit Agreement or the
Security Agreement and not otherwise defined herein are used herein as defined
in the Credit Agreement or the Security Agreement.


 


Section 1. Grant of Security. The undersigned hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in, all of its right, title and interest in and to all of the
Collateral of the undersigned, whether now owned or hereafter acquired by the
undersigned, wherever located and whether now or hereafter existing or arising,
including, without limitation, the property and assets of the undersigned set
forth on the attached supplemental schedules to the Schedules to the Security
Agreement.


 


Section 2. Security for Obligations. The grant of a security interest
in the Collateral by the undersigned under this Security Agreement Supplement
and the Security Agreement secures the payment of all Obligations of the
undersigned


 





















 


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 3. Supplements to Security Agreement Schedules. The undersigned
has attached hereto supplemental Schedules I through IV to Schedules I through
IV, respectively, to the Security Agreement, and the undersigned hereby
certifies, as of the date first above written, that such supplemental schedules
have been prepared by the undersigned in substantially the form of the
equivalent Schedules to the Security Agreement and are complete and correct in
all material respects.


 


Section 4. Representations and Warranties. The undersigned hereby makes
each representation and warranty set forth in Section 6 of the Security
Agreement (as supplemented by the attached supplemental schedules) as of the
date hereof.


 


Section 5. Obligations Under the Security Agreement. The undersigned
hereby agrees, as of the date first above written, to be bound as a Grantor by
all of the terms and provisions of the Security Agreement to the same extent as
each of the other Grantors. The undersigned further agrees, as of the date
first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a
reference to the undersigned.


 


Section 6. Governing Law. This Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


2





















 


Exhibit B to the

Security Agreement


 


FORM
OF COPYRIGHT SECURITY AGREEMENT


 


This Copyright Security Agreement (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Copyright Security Agreement”) dated                 ,
20    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 27,
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 27, 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 Security 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 Copyrights of the Grantors, and have agreed as a condition
thereof to execute this Copyright Security Agreement for recording with the
U.S. Copyright 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 “Copyright
Collateral”), whether
now owned or existing or hereafter acquired or arising:


 


(i)  each Copyright owned by the Grantor,
including, without limitation, each Copyright registration and application
therefor, referred to in Schedule 1 hereto;


 


(ii)  each exclusive Copyright license to which the
Grantor is a party, including, without limitation, each Copyright license
referred to in Schedule 1 hereto; 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 Copyright Collateral.


 


Section 3. Security for Obligations. The grant of continuing security
interest in the Copyright Collateral by each Grantor under this Copyright
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
Register of Copyrights and any other applicable government officer record this
Copyright Security Agreement.


 


Section 5. Execution in Counterparts. This Copyright 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 Copyright 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. Copyright


 


2





















 


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 and does not create
any additional rights or obligations for any party hereto. 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 Copyright Security Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


IN WITNESS WHEREOF, each Grantor has caused
this Copyright 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:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [OTHER GRANTORS]

  
					



 


3





















 


Schedule 1

to Copyright
Security Agreement


 


Recorded
Music Copyrights


 


	
  Label

  	
   

  	
  Title

  	
   

  	
  Artist

  	
   

  	
  Genre

  	
   

  	
  UPC

  	
   

  	
  Release

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Published
Music Copyrights


 


	
  SNGCD

  	
   

  	
  Title

  	
   

  	
  Composer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Exhibit C to the


Security
Agreement


 


FORM OF PATENT SECURITY AGREEMENT


 


This Patent Security Agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Patent Security Agreement”) dated               ,
20    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 27,
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 27, 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 Security 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 Patents of the Grantors, and have agreed as a condition
thereof to execute this Patent Security Agreement for recording with the U.S.
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 “Patent Collateral”), whether now owned or existing or
hereafter acquired or arising:


 


(i)  each Patent owned by the Grantor, including,
without limitation, each Patent referred to in Schedule 1 hereto;


 


(ii)  each Patent license to which the Grantor is a
party, including, without limitation, each Patent license referred to in Schedule 2
hereto; 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 Patent
Collateral.


 


Section 3. Security for Obligations. The grant of continuing security interest
in the Patent Collateral by each Grantor under this Patent 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 Patents and any other applicable government officer record
this Patent Security Agreement.


 


Section 5. Execution in Counterparts. This Patent 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 Patent 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


 


2





















 


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 Administrative Agent thereunder) shall remain in full force and
effect in accordance with its terms.


 


Section 7. Governing Law. This Patent Security Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


IN WITNESS WHEREOF, each Grantor has caused
this Patent 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:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [OTHER GRANTORS]

  
					



 


3





















 


Schedule 1


to Patent


Security
Agreement


 


[NAME OF
GRANTOR]


 


PATENTS AND
DESIGN PATENTS


 


	
  Patent No.

  	
   

  	
  Issued

  	
   

  	
  Expiration

  	
   

  	
  Country

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PATENT
APPLICATIONS


 


	
  Case No.

  	
   

  	
  Serial No.

  	
   

  	
  Country

  	
   

  	
  Date

  	
   

  	
  Filing Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 2


to Patent


Security
Agreement


 


PATENT
LICENSES


 


	
  Name of

  Agreement

  	
   

  	
  Parties

  Licensor/Licensee

  	
   

  	
  Date of

  Agreement

  	
   

  	
  Subject

  Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2





















 


Exhibit D to the 

Security Agreement


 


FORM
OF 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              ,
20      is made by the Persons listed on the
signature pages hereof (collectively, the “Grantors”) in favor of Bank of America, NA., 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 27,
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 27, 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 Security 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
U.S. 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 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.


 


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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 Administrative 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 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.


 


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:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [OTHER GRANTORS]

  
					



 


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Schedule 1


to
Trademark


Security
Agreement


 


U.S.
TRADEMARK REGISTRATIONS


 


	
  TRADEMARK

  	
   

  	
  REG. NO.

  	
   

  	
  REG. DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


U.S.
TRADEMARK APPLICATIONS


 


	
  TRADEMARK

  	
   

  	
  REG. NO.

  	
   

  	
  REG. DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Schedule 2


to
Trademark


Security
Agreement


 


TRADEMARK
LICENSES


 


	
  Name of

  Agreement

  	
   

  	
  Parties

  Licensor/Licensee

  	
   

  	
  Date of

  Agreement

  	
   

  	
  Subject

  Matter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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