NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS -------------------------------------------------- NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this "Notice"), dated as of January 30, 2006, made by Mafco Worldwide Corporation, a Delaware corporation ("Grantor"), in favor of JP Morgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). WHEREAS, the Grantor is the owner of the trademarks and service marks set forth on Schedule 1 attached hereto, including the associated registrations and applications for registration set forth in Schedule 1 attached hereto (collectively, the "Trademarks"); and WHEREAS, Grantors have entered into a Credit Agreement, dated as of December 8, 2005 (as amended, supplemented, replaced or otherwise modified from time to time, the "Credit Agreement"), with the banks and other financial institutions and entities from time to time party thereto, Bear Stearns Corporate Lending Inc., as syndication agent, Natexis Banques Populaires and National City Bank, as co-documentation agents, and the Administrative Agent; and WHEREAS, pursuant to the Guarantee and Collateral Agreement, dated as of December 8, 2005, by and among Grantor and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement"), Grantor granted, assigned and conveyed to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in, and lien on, certain intellectual property owned by the Grantor, including the Trademarks and the goodwill of the business symbolized by the Trademarks and all products and proceeds of the foregoing (collectively, the "Trademark Collateral"); and WHEREAS, pursuant to the Guarantee and Collateral Agreement, Grantor agreed to execute and deliver to Administrative Agent this Notice for purposes of filing the same with the United States Patent and Trademark Office (the "PTO") to confirm, evidence and perfect the security interest in the Trademark Collateral granted pursuant to the Guarantee and Collateral Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions of the Guarantee Collateral Agreement, the Grantor hereby grants, assigns and conveys to Administrative Agent a security interest in, and lien, on the Trademark Collateral, in each case, now existing or hereafter, provided that the grant of security interest shall not include any Trademark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the validity of such Trademark. 2 Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the Guarantee and Collateral Agreement. The Grantor hereby acknowledges the sufficiency and completeness of this Notice to create the security interest in the Trademark Collateral and to grant the same to the Administrative Agent, and the Grantor hereby requests the relevant trademark office and/or governing body to file and record the same together with the annexed Schedule 1. The Grantor and the Administrative Agent hereby acknowledge and agree that the security interest in the Trademark Collateral may only be terminated in accordance with the terms of the Guarantee and Collateral Agreement. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Credit Agreement and the Guarantee and Collateral Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein 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. [Signature page follows] 3 IN WITNESS WHEREOF, the undersigned have caused this Notice to be duly executed and delivered as of the date first above written. MAFCO WORLDWIDE CORPORATION By: /s/ Stephen G. Taub ------------------------------------------- Name: Stephen G. Taub Title: President and Chief Executive Officer JP MORGAN CHASE BANK, N.A. As Administrative Agent By: /s/ Neil R. Boylan ------------------------------------------- Name: Neil R. Boylan Title: Managing Director 4 STATE OF New Jersey ) ) ss.: COUNTY OF Camden ) On this 31st day of January, 2006 before me personally came Stephen G. Taub, to me known to be the person who signed the foregoing instrument and who being duly sworn by me did depose and state that he is the President and Chief Executive Officer of Mafco Worldwide Corporation; he signed the instrument in the name of Mafco Worldwide Corporation; and he had the authority to sign the instrument on behalf of Mafco Worldwide Corporation. /s/ Kathleen L. Pierman ------------------------------------ Notary Public #2209175 KATHLEEN L. PIERMAN NOTARY PUBLIC OF NEW JERSEY Commission Expires 1/27/2008 5 STATE OF New York ) ) ss.: COUNTY OF New York ) On this 30th day of January, 2006 before me personally came Neil R. Boylan, to me known to be the person who signed the foregoing instrument and who being duly sworn by me did depose and state that s/he is the Managing Director of JP Morgan Chase Bank, N.A.; s/he signed the instrument in the name of JP Morgan Chase Bank, N.A.; and s/he had the authority to sign the instrument on behalf of JP Morgan Chase Bank, N.A. /s/ Elsa v. Griffith ------------------------------------ Notary Public ELSA V. GRIFFITH Notary Public, State of New York No. 01GR4838119 Qualified in Kings County Commission Expires March 30, 2007 6 SCHEDULE 1 ---------- MARK REG NO. REG. DATE APP. NO. FILING DATE TYPE/STATUS - ----------------------- ------- --------- -------- ----------- ----------- MAFCO-MAGNASWEET 0997652 11/5/1974 72/462129 7/5/1973 Renewed COCOA DRESS and design 1060456 3/1/1977 73/080188 3/15/1976 Renewed MAGNASWEET and design 2331742 3/21/2000 75/605727 12/15/1998 Registered SME 1017526 8/5/1975 73/027317 7/22/1974 Renewed MAFCO and design 0612290 9/13/1955 71/676815 9/13/1955 Renewed MAFCO and design 0856843 9/17/1968 72/291465 2/19/1968 Renewed RIGHTDRESS 1278230 5/15/1984 73/368993 6/10/1982 Renewed TRADE MARK and design 0084018 10/31/1911 71/056173 5/4/1911 Renewed MAFCO and design 0864099 1/28/1969 72/291463 2/19/1968 Renewed RIGHT DRESS and design 0764149 2/4/1964 72/163953 3/5/1963 Renewed SHIP BRAND 0753781 7/30/1963 72/144623 5/15/1962 Renewed S 0635021 10/2/1956 71/699812 12/12/1955 Renewed BVB and design 0625539 4/17/1956 71/676122 11/5/1954 Renewed BEAUTY BLANKET 0836186 10/3/1967 72/255712 10/4/1966 Renewed SHIP BRAND 0753608 7/30/1963 72/144622 5/15/1962 Renewed SHIP BRAND 0753563 7/30/1963 72/144621 5/15/1962 Renewed MAG 1469567 12/22/1987 73/619470 9/12/1986 Registered
- Company Dashboard
- Filings
-
10-K Filing
M & F Worldwide Inactive 10-K2005 FY Annual report
Filed: 16 Mar 06, 12:00am