EXHIBIT 4.17
SUBSIDIARY TRADEMARK SECURITY AGREEMENT
TRADEMARK SECURITY AGREEMENT, dated as of November 30, 2001, made by the
corporation signatory hereto (the "Grantor") in favor of Wilmington Trust
Company, as collateral agent (in such capacity and as further defined below, the
"Note Collateral Agent") for holders of the Note Obligations (as hereinafter
defined).
W I T N E S S E T H :
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WHEREAS, the Grantor has guaranteed (the "Indenture Guarantee") the
obligations of Revlon Consumer Products Corporation (the "Company") under the
Indenture, dated as of November 26, 2001 among the Company, the guarantors
identified on the signature pages thereto and Wilmington Trust Company, as
trustee (in such capacity, the "Trustee"), providing for the issuance of 12%
Senior Secured Notes Due 2005 of the Company;
WHEREAS, the Grantor is a party to a Subsidiaries Guarantee (the "Bank
Guarantee") referred to in the Second Amended and Restated Credit Agreement,
entered into by the Company on the date hereof;
WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as
defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the
Administrative Agent (as defined below), for the benefit of the holders of the
Bank Obligations, a first priority security interest in the Collateral (as
defined below) (the "First Pledge Lien") and (ii) to secure the Pledgor's
guarantee of the Note Obligations pursuant to the Indenture Guarantee, the
Pledgor now intends hereby to grant to the Note Collateral Agent, for the
benefit of the holders of the Note Obligations, a second priority security
interest in the Collateral (it being understood that the relative rights and
priorities of the grantees in respect of the Collateral are governed by the
Collateral Agency Agreement referred to herein); and
WHEREAS, the Grantor has executed and delivered a Security Agreement, dated
as of the date hereof, in favor of the Note Collateral Agent, for the benefit of
the holders of the Note Obligations (as amended, supplemented or otherwise
modified from time to time, the "Subsidiary Security Agreement").
NOW, THEREFORE, the Grantor agrees for the benefit of the holders of the
Note Obligations as follows:
1. Defined Terms.
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(a) Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals,
have the meanings provided in the Subsidiary Security Agreement.
(b) Other Definitional Provisions. (i) The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and section and paragraph references are to this Agreement unless
otherwise specified.
(ii) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
2. Grant of Security Interest. As collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Guarantee Obligations, the Grantor hereby
grants to the Note Collateral Agent, for the benefit of the holders of the Note
Obligations, a security interest in all of the following property now owned or
at any time hereafter acquired by the Grantor or in which the Grantor now has or
at any time in the future may acquire any right, title or interest
(collectively, the "Trademark Collateral"):
(a) all trademarks, service marks, trade names, trade dress or other
indicia of trade origin, trademark and service mark registrations, and
applications for trademark or service mark registrations and any renewals
thereof, including, without limitation, each registration and application
identified in Schedule 1 attached hereto and made a part hereof, and
including without limitation (i) the right to sue or otherwise recover for
any and all past, present and future infringements and misappropriations
thereof, (ii) all income, royalties, damages and other payments now and
hereafter due and/or payable with respect thereto (including, without
limitation, payments under all licenses entered into in connection
therewith, and damages and payments for past or future infringements
thereof), and (iii) all rights corresponding thereto throughout the United
States and all other rights of any kind whatsoever of the Grantor accruing
thereunder or pertaining thereto, together in each case with the goodwill
of the business connected with the use of, and symbolized by, each such
trademark, service mark, trade name, trade dress or other indicia of trade
origin (the "Trademarks"); provided that, for purposes hereof, the term
"Trademarks" shall not include those rights which are not created by, or do
not arise or exist under, the laws of the United States or any State or
political subdivision thereof;
(b) all license agreements with any other Person in connection with
any of the Trademarks of the Grantor, or such other Person*s trademarks,
whether the Grantor is a licensor or licensee under any such license
agreement, including, without limitation, the license agreements listed on
Schedule 3 to the Subsidiary Security Agreement, subject, in each case, to
the terms of such license agreements, including, without limitation, terms
requiring consent to the grant of a security interest (the "Trademark
Licenses"); provided that, for purposes hereof, the term "Trademark
Licenses" shall not include those rights which are not created by, or do
not arise or exist under, the laws of the United States or any State or
political subdivision thereof; and
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(c) to the extent not otherwise included, all Proceeds (including, to
the extent not otherwise included therein, cash) and products of any and
all of the foregoing.
Notwithstanding anything to the contrary contained herein, the Trademark
Collateral described herein shall constitute collateral security only for those
Guarantee Obligations with respect to which the Proceeds of such Trademark
Collateral are applied pursuant to Section 4.2(b) (or, if applicable 4.8) and
4.2(e) of the Collateral Agency Agreement and the Lien and security interest
provided hereby shall encumber the Trademark Collateral only to the extent of
such Guarantee Obligations.
3. Security Agreement. This Agreement has been executed and delivered by
the Grantor for the purpose of recording the security interest of the Note
Collateral Agent in the Trademark Collateral with the United States Patent and
Trademark Office. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Note Collateral Agent, for the benefit of the holders of the Note Obligations,
under the Subsidiary Security Agreement. The Subsidiary Security Agreement (and
all rights and remedies of the Note Collateral Agent and the holders of the Note
Obligations thereunder) shall remain in full force and effect in accordance with
its terms.
4. Release of Collateral and Termination. The Note Collateral Agent shall
release the Trademark Collateral from the Lien created hereby, and this
Agreement and all obligations of the Note Collateral Agent and the Grantor
hereunder shall terminate, in accordance with the provisions of Sections 8 and
10.6 of the Collateral Agency Agreement.
5. Acknowledgment. The Grantor does hereby further acknowledge and affirm
that the rights and remedies of the Note Collateral Agent with respect to the
security interest in the Trademark Collateral granted hereby are more fully set
forth in the Subsidiary Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.
6. Note Obligation Document, etc. This Agreement is a Note Obligation
Document executed pursuant to the Indenture and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions of the Indenture.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
duly executed and delivered as of the date first above written.
CHARLES OF THE RITZ GROUP LTD.
By: /s/ Michael T. Sheehan
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Title: Assistant Secretary
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SCHEDULE I
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A. Trademark Registrations
AKIMBO
Reg. No.: 411,257 Registered: 01/09/1945 Renewed: 01/09/1985
Serial No.: 71-472446 Filed: 07/21/1944 Published: 10/31/1944
CHARLES OF THE RITZ (Stylized)
Reg. No.: 419,641 Registered: 02/26/1946 Renewed: 02/26/1986
Serial No.: 71-485756 Filed: 07/13/1945 Published: 12/04/1945
CHARLES OF THE RITZ (Stylized)
Reg. No.: 420,719 Registered: 04/30/1946 Renewed: 04/30/1986
Serial No.: 71-485757 Filed: 07/13/1945 Published: 02/12/1946
CR (Stylized)
Reg. No.: 590,893 Registered: 06/08/1954 Renewed: 06/08/1994
Serial No.: 71-652601 Filed: 09/01/1953 Published: 03/16/1954
REVENESCENCE
Reg. No.: 632,844 Registered: 08/14/1956 Renewed: 08/14/1996
Serial No.: 71-694475 Filed: 09/12/1955 Published: 05/29/1956
RITZ (Block Form)
Reg. No.: 634,468 Registered: 09/11/1956 Renewed: 09/11/1996
Serial No.: 71-696120 Filed: 10/10/1955 Published: 06/26/1956
MIDNIGHT
Reg. No.: 748,177 Registered: 04/16/1963 Renewed: 04/16/1983
Serial No.: 72-129374 Filed: 10/06/1961 Published: 01/29/1963
VEILESSCENCE
Reg. No.: 761,471 Registered: 12/10/1963 Renewed: 12/10/1983
Serial No.: 72-141251 Filed: 04/02/1962 Published: 05/14/1963
RAFFIA
Reg. No.: 757,493 Registered: 09/24/1963 Renewed: 09/24/1983
Serial No.: 72-153287 Filed: 09/17/1962 Published: 07/09/1963
MIDNIGHT
Reg. No.: 813,618 Registered: 08/23/1966 Renewed: 08/23/1986
Serial No.: 72-232003 Filed: 11/02/1965 Published: 06/07/1966
REVENESCENCE
Reg. No.: 1,232,432 Registered: 03/29/1983
Serial No.: 73-282611 Filed: 10/20/1980 Published: 01/04/1983
RITZ AGE ZONE CONTROLLER and DESIGN
Reg. No.: 1,441,696 Registered: 06/09/87
Serial No.: 73-578028 Filed: 01/16/1986 Published: 12/02/86
CHARLES OF THE RITZ
Reg. No.: 1,752,133 Registered: 02/16/1993 ss.8 & 15
Serial No.: 74-229204 Filed: 12/11/1991 Published: 11/24/1992
TIMELESS DIFFERENCE
Reg. No.: 2003328 Registered: 09/24/1996
Serial No.: 74-327861 Filed: 11/02/1992 Published: 03/23/1993
LINE REFINE
Reg. No.: 1,859,295 Registered: 10/18/1994
Serial No.: 74-439006 Filed: 09/22/1993 Published: 10/18/1994
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PERFECT FINISH
Reg. No.: 1,994,391 Registered: 08/20/1996
Serial No.: 74-528488 Filed: 05/23/1994
COMPLETE COVER
Reg. No.: 1,998,617 Registered: 09/03/1996
Serial No.: 74-528496 Filed: 05/23/1994
FACE FINISHER
Reg. No.: 1,986,210 Registered: 07/09/1996
Serial No.: 74-561705 Filed: 08/16/1994
FIRMESSENCE 770
Reg. No.: 1,959,951 Registered: 03/05/96
Serial No.: 74-604270 Filed: 11/7/1994
BIOCHANGE REPLACEMENT THERAPY
Reg. No.: 1,987,688 Registered: 07/16/1996
Serial No. 74-624730 Filed: 01/23/1995 Published: 10/10/1995
MOISTUREFUL
Reg. No. 2,007,218 Registered: 10/08/1996
Serial No. 74-666173 Filed: 04/24/1995
BIOCHANGE CLEANSER
Reg. No. 2,027,811 Registered: 12/31/1996 First Use: 10/23/1995
Serial No. 74-665614 Filed: 04/12/1995 Published: 04/09/1996
MOIST ENVIVRONMENT NIGHT TREATMENT
Reg. No. 2033662 Registered: 01/28/1997 First Use: 02/1986
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Serial No. 75-034139 Filed: 12/18/95 Published: 11/05/1996
FEATHER TOUCH CLEANSER
Reg. No. 2037036 Registered: 02/11/1997 First Use: 02/1991
Serial No. 75-065707 Filed: 02/29/96 Published: 11/19/1996
ANY AGE
Reg. No.: 2,056,263 Registered: 04/22/1997
Serial No.: 74-729979 Filed: 09/15/1995
MOISTUREFUL LINE DEFYING MAKEUP
Reg. No. 2,092,205 Registered: 08/26/1997 First Use: 10/28/1996
Serial No. 75-082293 Filed: 04/01/1996 Published: 12/17/1996
CHARLES OF THE RITZ ORIGINAL
Reg. No.: 2,135,809 Registered: 02/10/1998 First Use: 10/18/1995
Serial No. 75-246483 Filed: 02/24/1997 Published: 11/18/1997
RITZ CLASSIC
Reg. No.: 2,135,810 Registered: 02/10/1998 First Use: 10/17/1995
Serial No. 75-246484 Filed: 02/24/1997 Published: 11/18/1997
B. Trademark Applications
None
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