Exhibit 10.69

 

EXECUTION VERSION

 

FIRST LIEN TRADEMARK SECURITY AGREEMENT

 

FIRST LIEN TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 7, 2014, made by each of the Persons listed on the signature pages hereto (collectively, the “Grantors”), in favor of Barclays Bank PLC, as Collateral Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

 

W I T N E S S E T H:

 

WHEREAS, pursuant to the First Lien Guarantee and Collateral Agreement, dated as of the date hereof (the “Guarantee and Collateral Agreement”), among SFX Entertainment, Inc. (the “Borrower”), the grantors party thereto, and the Collateral Agent, the Grantors are required to execute and deliver this Agreement; and

 

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee and Collateral Agreement and the rules of construction and other interpretive provisions specified in Section 1.02 of the Credit Agreement shall apply to this Agreement.

 

Accordingly, the Grantors and the Collateral Agent agree as follows:

 

SECTION 1.                            Grant of Security.  Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

 

(a)                                 each Trademark, including, without limitation, each registered and applied for United States Trademark and all goodwill associated with or symbolized by each Trademark listed on Schedule A hereto; and

 

(b)                                 all proceeds of and revenues from the foregoing, including, without limitation, all proceeds of and revenues from any claim by such Grantor against third parties for past, present or future unfair competition with, or violation of intellectual property rights in connection with or injury to, or infringement or dilution of, any Trademark owned by such Grantor (including, without limitation, any United States Trademark identified in Schedule A hereto).

 

SECTION 2.                            Security for Obligations.  The grant of a security interest in the Collateral by each Grantor under this Agreement secures the payment and performance of all Obligations of such Grantor now or hereafter existing under the Guarantee and Collateral Agreement.

 

SECTION 3.                            Recordation.  Each Grantor authorizes and requests that the Commissioner for Trademarks at the United States Patent and Trademark Office record this Agreement.

 

SECTION 4.                            Grants, Rights and Remedies.  This Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement.  Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the terms of the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

 











 

SECTION 5.                            Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

SECTION 6.                            Governing Law.  This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of New York.

 

SECTION 7.                            Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

[Remainder of the page intentionally left blank]

 

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IN WITNESS WHEREOF, each Grantor has duly executed this Agreement as of the day and year first above written.

 

	
 
    	
SFX-LIC   OPERATING LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard Rosenstein
    
	
 
    	
 
    	
Name:   
    	
Richard   Rosenstein
    
	
 
    	
 
    	
Title:   
    	
Chief   Financial Officer
    


 

First Lien Trademark Security Agreement

 











 

	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Richard Rosenstein
    
	
 
    	
Name:   
    	
Richard   Rosenstein
    
	
 
    	
Title:   
    	
Chief   Financial Officer
    


 

First Lien Trademark Security Agreement

 











 

	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard Rosenstein
    
	
 
    	
 
    	
Name:   
    	
Richard   Rosenstein
    
	
 
    	
 
    	
Title:   
    	
Chief   Financial Officer
    


 

First Lien Trademark Security Agreement

 











 

	
 
    	
SFX   MARKETING LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard Rosenstein
    
	
 
    	
 
    	
Name:   
    	
Richard   Rosenstein
    
	
 
    	
 
    	
Title:   
    	
Chief   Financial Officer
    


 

First Lien Trademark Security Agreement

 











 

	
ACKNOLEDGED AND AGREED:
    	
 
    
	
 
    	
 
    
	
BARCLAYS BANK PLC,   as Collateral Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By 
    	
/s/ Craig Malloy
    	
 
    
	
 
    	
Name:   
    	
Craig Malloy
    	
 
    
	
 
    	
Title:   
    	
Director
    	
 
    


 

First Lien Trademark Security Agreement

 









 

SCHEDULE A
 TO
 TRADEMARK SECURITY AGREEMENT

 

U.S. Federal Trademark Registrations

 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
REGISTRATION
   NO. AND DATE
    	
 
    	
STATUS
    	
 
    	
OWNER
    
	
WORLD’S   LARGEST PAINT PARTY
    	
 
    	
85/240,789
   2/11/2011
    	
 
    	
4,051,072
   11/1/2011
    	
 
    	
Registered
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STATE   OF EMERGENCY
    	
 
    	
85/601,379
   4/18/2012
    	
 
    	
4,253,706
   12/4/2012
    	
 
    	
Registered
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
CAN’T   STOP THE STATE
    	
 
    	
85/601,397
   4/18/2012
    	
 
    	
4,253,707
   12/4/2012
    	
 
    	
Registered
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RMF
    	
 
    	
85/601,420
   4/18/2012
    	
 
    	
4,253,709
   12/4/2012
    	
 
    	
Registered
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LIFE   IN COLOR
    	
 
    	
85/638,822
   5/30/2012
    	
 
    	
4,429,570
   11/5/2013
    	
 
    	
Registered
    	
 
    	
SFX-LIC   Operating LLC
    


 











 

U.S. Federal Trademark Applications

 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
OWNER
    
	
DANCEGIVING   SAVE ROOM FOR THE MUSIC
    	
 
    	
85/479,845
   11/23/2011
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
I   AM THANKFUL FOR MUSIC
    	
 
    	
85/479,913   
   11/23/2011
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
RIVALRY   MUSIC FESTIVAL
    	
 
    	
85/601,439   
   4/18/2012
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEYONDGLOW
    	
 
    	
85/613,814   
   5/1/2012
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
PAINTOPIA
    	
 
    	
85/943,432   
   05/28/2013
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
LIFE   IN COLOR
    	
 
    	
85/884,181   
   3/22/2013
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
WORLD’S   LARGEST PAINT PARTY
    	
 
    	
85/884,227   
   3/22/2013
    	
 
    	
SFX-LIC   Operating LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
I   GO HARD IN THE PAINT
    	
 
    	
86/029,879   
   8/6/2013
    	
 
    	
SFX-LIC   Operating LLC
    


 

9











 

U.S. Federal Trademark Registrations

 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
REGISTRATION
   NO. AND DATE
    	
 
    	
STATUS
    	
 
    	
OWNER
    
	
BASEWARE
    	
 
    	
78/753,029
   11/14/2005
    	
 
    	
3,158,076
   10/17/2006
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATBOT
    	
 
    	
85/485860
   12/2/2011
    	
 
    	
4,185,671   
   8/7/12
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT
    	
 
    	
76/518,151
   5/30/2003
    	
 
    	
2,985,842   
   8/16/2005
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   MIX
    	
 
    	
85/152,799
   10/14/2010
    	
 
    	
4,040,816
   10/18/2011
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   MIX &
   Design 


    	
 
    	
85/153,116
   10/14/2010
    	
 
    	
4,040,817
   10/18/2011
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   SOUNDS
    	
 
    	
85/396,844
   8/12/2011
    	
 
    	
4,293,035   
   2/19/2013
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORTAL &   
   Design 


    	
 
    	
77/198,205
   6/5/2007
    	
 
    	
3,425,679   
   5/13/2008
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATSOURCE
    	
 
    	
77/20118,769
   2/28/2007
    	
 
    	
3,524,861
   10/28/2008
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    


 

10











 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
REGISTRATION
   NO. AND DATE
    	
 
    	
STATUS
    	
 
    	
OWNER
    
	
GET   DOWN Logo 


    	
 
    	
78/755,864   
   11/17/2005
    	
 
    	
3,210,719   
   2/20/2007
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LOG   ON. GET DOWN.
    	
 
    	
76/627,972   
   1/13/2005
    	
 
    	
3,058,549   
   2/14/2006
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MASHBOX
    	
 
    	
85/343,701   
   6/10/2011
    	
 
    	
4,211,125   
   9/18/2012
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MY   BEATPORT
    	
 
    	
85/332,533   
   5/27/2011
    	
 
    	
4,163,489   
   6/26/2012
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   WITH MUSIC
    	
 
    	
85/204,693   
   12/23/2010
    	
 
    	
4,119,425   
   3/27/2012
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PROMOONE   


    	
 
    	
78/737,889   
   10/21/2005
    	
 
    	
3,145,372   
   9/19/2006
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SOUNDMAIL &   
   Design 


    	
 
    	
77/157,863   
   4/16/2007
    	
 
    	
3,380,595   
   2/12/2008
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   WITH MUSIC
    	
 
    	
85/605,758   
   4/23/2012
    	
 
    	
4,451,997   
   12/17/2013
    	
 
    	
Registered
    	
 
    	
BEATPORT,   LLC
    
													


 

11









 

U.S. Federal Trademark Applications

 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
OWNER
    
	
BEATPORT
    	
 
    	
85/711,666   
   8/23/2012
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BASEWARE   DISTRIBUTION
    	
 
    	
85/422,724   
   9/14/2011
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   PRO
    	
 
    	
85/455,915   
   10/25/2011
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   (stylized) & Design
    	
 
    	
85/920,281   
   5/1/2013
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   LOUNGE
    	
 
    	
85/959,355   
   6/13/2013
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   PLAY (stylized) & Design
    	
 
    	
85/919,987   
   5/1/2013
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SOUNDS   TO SAMPLE
    	
 
    	
85/954,236   
   6/7/2013
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
WE   KNOW THE FEELING
    	
 
    	
86/060,932   
   9/10/2013
    	
 
    	
BEATPORT,   LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BEATPORT   AMPLIFY
    	
 
    	
86/080,058   
   10/1/2013
    	
 
    	
BEATPORT,   LLC
    


 

12











 

U.S. Federal Trademark Registrations

 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
REGISTRATION
   NO. AND DATE
    	
 
    	
STATUS
    	
 
    	
OWNER
    
	
ELECTRIC   ZOO (word mark)
    	
 
    	
85/936,625   
   5/20/2013
    	
 
    	
4,447,907   
   12/10/2013
    	
 
    	
Registered
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELECTRIC   ZOO (design)
    	
 
    	
77/711,013
  4/9/2009
    	
 
    	
3,747,742   
   2/9/2010
    	
 
    	
Registered
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Made   (design)
    	
 
    	
77/565,155   
   9/8/2008
    	
 
    	
3,605,821   
   4/14/2009
    	
 
    	
Registered
    	
 
    	
MADE   EVENT, LLC
    


 

U.S. Federal Trademark Applications

 

	
TRADEMARK
    	
 
    	
APPLICATION 
   NO. AND DATE
    	
 
    	
OWNER
    
	
MADE   (word mark)
    	
 
    	
85/922,887   
   5/3/2013
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELECTRIC   ZOO (word mark)
    	
 
    	
85/923,072   
   5/3/2013
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELECTRIC   ZOO (word mark)
    	
 
    	
85/925,263   
   5/7/2013
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
MADE   (word mark)
    	
 
    	
85/936,974   
   5/20/2013
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
ELECTRIC   BOO
    	
 
    	
86/144,558   
   12/16/2013
    	
 
    	
MADE   EVENT, LLC
    


 

13











 

	
TRADEMARK
    	
 
    	
APPLICATION 
   NO. AND DATE
    	
 
    	
OWNER
    
	
SUNDAY   SCHOOL
    	
 
    	
86/144,746   
   12/16/2013
    	
 
    	
MADE   EVENT, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUNDAY   SCHOOL
    	
 
    	
86/144,819   
   12/16/2013
    	
 
    	
MADE   EVENT, LLC
    


 

14











 

U.S. Federal Trademark Registrations

 

	
TRADEMARK
    	
 
    	
APPLICATION
   NO. AND DATE
    	
 
    	
REGISTRATION
   NO. AND DATE
    	
 
    	
STATUS
    	
 
    	
OWNER
    
	
FAME   HOUSE
    	
 
    	
85/571,597   
   3/16/2012
    	
 
    	
4,241,401   
   11/13/2012
    	
 
    	
Registered
    	
 
    	
SFX   MARKETING LLC
    


 

15