Trademark Security Agreement among PEI Holdings, Inc. Affiliates and Bank One, N.A. as Trustee
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This agreement, dated March 11, 2003, is between several affiliates of PEI Holdings, Inc. (the Grantors) and Bank One, N.A., acting as Trustee (the Grantee). The Grantors grant Bank One a security interest in their trademarks and related rights to secure obligations under certain Senior Secured Notes governed by an Indenture. The agreement outlines the scope of the collateral, including trademarks, applications, and related income, and specifies conditions under which certain rights are excluded. The agreement is part of a broader financing arrangement and is legally binding on all parties.
EX-4.1S 20 d54629_ex4-1s.txt TRADEMARK SECURITY AGREEMENT Exhibit 4.1(s) TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (the "Agreement") made as of this 11th day of March, 2003, by the parties set forth on the signature page hereto (each, a "Grantor" and collectively, "Grantors") in favor of Bank One, N.A., in its capacity as Trustee under the Indenture (defined below) ("Grantee"): W I T N E S S E T H WHEREAS, Grantors and Grantee are parties to a certain Indenture of even date herewith among PEI Holdings, Inc. ("PEI"), the Guarantors party thereto, and Grantee (as the same may be amended, supplemented or otherwise modified from time to time, the "Indenture"), governing the terms of certain Senior Secured Notes ("Notes") issued by PEI for the benefit of Grantors; and WHEREAS, pursuant to the terms of a certain Security Agreement of even date herewith among each Grantor, various affiliates of PEI and Grantee (as the same may be amended or otherwise modified from time to time, the "Security Agreement"), each Grantor has granted to Grantee, for the benefit of the holders of the Notes ("Holders"), a lien on, and security interest in, any and all right, title and interest in, and to the Trademarks (as defined in the Security Agreement), whether now owned or hereafter created, acquired or arising, to secure the payment of all obligations of and amounts owing by PEI under the Notes and the Indenture and each Grantor's obligations under the Indenture; NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows: 1. Incorporation of Indenture and Security Agreement. The Indenture and Security Agreement and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All terms capitalized but not otherwise defined herein shall have the same meanings herein as in the Security Agreement. 2. Grant and Reaffirmation of Grant of Security Interests. To secure the payment and performance of PEI's obligations under the Notes and the Indenture and each Grantor's obligations under the Indenture, each Grantor hereby grants to Grantee, for its benefit and the benefit of Holders, and hereby affirms its grant pursuant to the Security Agreement (which grant shall be deemed to have been made simultaneously herewith) of a lien on, and security interest in, any and all 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"; provided that Trademark Collateral will not include "intent to use" trademark applications unless Grantor has used such trademarks and has filed a statement of use or amendment to allege use with respect to such application), whether now owned or hereafter created, acquired or arising: (i) any trademarks, trademark registrations, and trademark applications, trade names and trade styles, service marks, service registrations and service mark applications, including without limitation, the United States federal trademark registrations and applications set forth on Schedule A hereto, all renewals and extensions of any of the foregoing and all goodwill symbolized by any of the foregoing; (ii) all income, damages and payments now and hereafter due or payable with respect thereto, including without limitation, damages and payments for past or future infringements, unfair competition, dilution of, or for injury to the goodwill associated with any of the Trademarks; (iii) licenses of any of the foregoing to or from third parties and the royalties and other payments, if any, receivable thereunder; (iv) the right to sue for past, present and future infringements thereof; (v) all rights corresponding thereto throughout the world; and (vi) Proceeds and products of the foregoing and all insurance payments pertaining to the foregoing and proceeds thereof. Notwithstanding the foregoing, the Trademark Collateral shall not include any General Intangibles or other rights arising under any contracts, instruments, licenses or other documents to the extent that the grant of a Lien or security interest therein would (a) result in a breach of the terms of, or constitute a default under, such contract, instrument, license, agreement or other document (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any successor provision of the Uniform Commercial Code of any relevant jurisdiction or other applicable law) or (b) give any other party to such contract, instrument, license or other document the right to terminate its obligations thereunder pursuant to a valid and enforceable provision (including without limitation in connection with the operation of Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any other applicable law). 2 IN WITNESS WHEREOF, Grantors have duly executed this Agreement as of the date first written above. ADULTVISION COMMUNICATIONS, INC. ALTA LOMA ENTERTAINMENT, INC. LIFESTYLE BRANDS, LTD. PLAYBOY ENTERTAINMENT GROUP, INC. By /s/ Robert Campbell --------------------------------- Name: Robert Campbell Title Treasurer SPICE ENTERTAINMENT, INC. By /s/ Robert Campbell --------------------------------- Name: Robert Campbell Title: Treasurer PLAYBOY ENTERPRISES INTERNATIONAL, INC. By /s/ Robert Campbell --------------------------------- Name: Robert Campbell Title: Senior Vice President, Treasurer and Strategic Planning SPICE HOT ENTERTAINMENT, INC. By /s/ James L. English --------------------------------- Name: James L. English Title: President Agreed and Accepted As of the Date First Written Above BANK ONE, N.A. as Trustee By: /s/ George N. Reaves ----------------------------- Its: Vice President ACKNOWLEDGMENT STATE OF Illinois ) ) SS COUNTY OF Cook ) I, Donna A. Szpinalski, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT Robert Campbell, personally known to me to be the same persons whose names are subscribed to the foregoing instrument appeared before me this day in person and acknowledged that they signed and delivered said instrument as their own free and voluntary act and as the free and voluntary act of the corporations set forth on the signature page of the foregoing instrument for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 11th day of March, 2003. /s/ Donna A. Szpinalski ---------------------------------------- Notary Public My Commission Expires: 12/8/06 [SEAL] ACKNOWLEDGMENT STATE OF Illinois ) ) SS COUNTY OF Cook ) I, Ivana Del Real, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT George N. Reaves of Bank One, N.A., a Vice President, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free and voluntary act and as the free and voluntary act of said Bank One, N.A. for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 11th day of March, 2003. /s/ Ivana Del Real ---------------------------------------- Notary Public My Commission Expires: 9/27/05 [SEAL] ACKNOWLEDGMENT STATE OF California ) ) SS COUNTY OF Los Angeles ) I, Inna Shlimovich, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT James L. English, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that they signed and delivered said instrument as their own free and voluntary act and as the free and voluntary act of the corporations set forth on the signature page of the foregoing instrument for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 11th day of March, 2003. /s/ Inna Shlimovich ---------------------------------------- Notary Public My Commission Expires: November 6, 2003 [SEAL] Trademark Security Agreement SCHEDULE A Trademark List by Owner Page: 1 Owner: ADULTVISION COMMUNICATIONS, INC.
Trademark Security Agreement Trademark List by Owner Page: 2 Owner: LIFESTYLE BRANDS, LTD.
Trademark Security Agreement Trademark List by Owner Page: 3 Owner: LIFESTYLE BRANDS, LTD.
Trademark Security Agreement Trademark List by Owner Page: 4 Owner: PLAYBOY ENTERTAINMENT GROUP, INC.
Trademark Security Agreement Trademark List by Owner Page: 5 Owner: PLAYBOY ENTERPRISES, INC.
Trademark Security Agreement Trademark List by Owner Page: 6 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 7 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 8 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 9 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 10 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 11 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 12 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 13 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 14 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 15 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 16 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 17 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 18 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 19 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 20 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 21 Owner: PLAYBOY ENTERPRISES INTERNATIONAL, INC.
Trademark Security Agreement Trademark List by Owner Page: 22 Owner: SPICE ENTERTAINMENT, INC.
Trademark Security Agreement Trademark List by Owner Page: 23 Owner: SPICE ENTERTAINMENT, INC.
Trademark Security Agreement Trademark List by Owner Page: 24 Owner: SPICE ENTERTAINMENT, INC.
Trademark Security Agreement Trademark List by Owner Page: 25 Owner: SPICE HOT ENTERTAINMENT, INC.
