EXHIBIT 10.3
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of February
14, 2002 (as amended, supplemented or otherwise modified from time to time, the
"INTELLECTUAL PROPERTY SECURITY AGREEMENT"), is made by the signatory hereto
(the "GRANTOR") in favor of ▇▇▇▇▇▇ Commercial Paper Inc., as administrative
agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Secured Parties (as
defined in the Credit Agreement referred to below).
WHEREAS, TSI Telecommunication Holdings, LLC, a Delaware limited
liability company, TSI Telecommunication Holdings, Inc., a Delaware corporation,
and TSI Merger Sub, Inc., a Delaware corporation, have entered into a Credit
Agreement, dated as of February 14, 2002 (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 parties thereto,
▇▇▇▇▇▇ Brothers Inc., as lead arranger and book manager and ▇▇▇▇▇▇ Commercial
Paper Inc., as Administrative Agent. Capitalized terms used and not defined
herein have the meanings given such terms in the Credit Agreement.
WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the Borrower under the Credit
Agreement that the Grantor shall have executed and delivered that certain
Guarantee and Collateral Agreement, dated as of February 14, 2002, in favor of
the Administrative Agent (as amended, supplemented, replaced or otherwise
modified from time to time, the "GUARANTEE AND COLLATERAL AGREEMENT").
WHEREAS, under the terms of the Guarantee and Collateral Agreement,
the Grantor has granted a security interest in certain Property, including,
without limitation, certain Intellectual Property of the Grantor to the
Administrative Agent for the ratable benefit of the Secured Parties, and has
agreed as a condition thereof to execute this Intellectual Property Security
Agreement for recording with the United States Patent and Trademark Office, the
United States Copyright Office, and other applicable Governmental Authorities.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees as follows:
SECTION 1: GRANT OF SECURITY. The Grantor hereby grants to the
Administrative Agent for the ratable benefit of the Secured Parties a security
interest in and to all of such Grantor's right, title and interest in and to the
following (the "INTELLECTUAL PROPERTY COLLATERAL"), as collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations:
(a) (i) all trademarks, service marks, trade names, corporate names,
company names, business names, trade dress, trade styles, logos, or other
indicia of origin or source identification, trademark and service ▇▇▇▇
registrations, and applications for trademark or service ▇▇▇▇ registrations and
any new renewals thereof, including, without limitation, each registration and
application identified in Schedule 1, (ii) the right to ▇▇▇ or otherwise recover
for any and all past, present and future infringements and misappropriations
thereof, (iii) 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, present
or future infringements thereof), and (iv) 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 of the above (collectively, the "TRADEMARKS");
(b) (i) all patents, patent applications and patentable inventions,
including, without limitation, each issued patent and patent application
identified in Schedule 1, (ii) all inventions and improvements described and
claimed therein, (iii) the right to ▇▇▇ or otherwise recover for any and all
past, present and future infringements and misappropriations thereof, (iv) 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, present or future infringements thereof), and (v) all reissues, divisions,
continuations, continuations-in-part, substitutes, renewals, and extensions
thereof, all improvements thereon and all other rights of any kind whatsoever of
the Grantor accruing thereunder or pertaining thereto (collectively, the
"PATENTS");
(c) (i) all copyrights, whether or not the underlying works of
authorship have been published, and all works of authorship and other
intellectual property rights therein (including, but not limited to, Business
Software, as defined in the Intellectual Property Agreement), all copyrights of
works based on, incorporated in, derived from or relating to works covered by
such copyrights, all right, title and interest to make and exploit all
derivative works based on or adopted from works covered by such copyrights, and
all copyright registrations and copyright applications, and any renewals or
extensions thereof, including, without limitation, each registration and
application identified in Schedule 1, (ii) the rights to print, publish and
distribute any of the foregoing, (iii) the right to ▇▇▇ or otherwise recover for
any and all past, present and future infringements and misappropriations
thereof, (iv) 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, present or future infringements thereof), and
(v) all other rights of any kind whatsoever of the Grantor accruing thereunder
or pertaining thereto ("COPYRIGHTS");
(d) (i) all trade secrets and all confidential and proprietary
information, including know-how, manufacturing and production processes and
techniques, inventions, research and development information, technical data,
financial, marketing and business data, pricing and cost information, business
and marketing plans, and customer and supplier lists and information, (ii) the
right to ▇▇▇ or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iii) 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, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever of the
Grantor accruing thereunder or pertaining thereto (collectively, the "TRADE
SECRETS");
(e) (i) all licenses or agreements, whether written or oral,
providing for the grant by or to the Grantor of: (A) any right to use any
Trademark or Trade Secret, (B) any right under any Patent, and (C) any right
under any Copyright, (ii) the right to ▇▇▇ or otherwise recover for any and all
past, present and future infringements and misappropriations of any of the
foregoing, (iii) 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, present or future infringements thereof), and
(iv) all other rights of any kind whatsoever of the Grantor accruing thereunder
or pertaining thereto; and
(f) any and all proceeds of the foregoing.
SECTION 2: RECORDATION. The Grantor authorizes and requests that the
Register of Copyrights, the Commissioner of Patents and Trademarks and any other
applicable government officer record this Intellectual Property Security
Agreement.
SECTION 3: EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts (including by telecopy), 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 4: GOVERNING LAW. This Intellectual Property Security
Agreement shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.
SECTION 5: CONFLICT PROVISION. This Intellectual Property Security
Agreement has been entered into in conjunction with the provisions of the
Guarantee and Collateral Agreement and the Credit Agreement. The rights and
remedies of each party hereto with respect to the security interest granted
herein are without prejudice to, and are in addition to those set forth in the
Guarantee and Collateral Agreement and the Credit Agreement, all terms and
provisions of which are incorporated herein by reference. In the event that any
provisions of this Intellectual Property Security Agreement are in conflict with
the Guarantee and Collateral Agreement or the Credit Agreement, the provisions
of the Guarantee and Collateral Agreement or the Credit Agreement shall govern.
IN WITNESS WHEREOF, the undersigned has caused this Intellectual
Property Security Agreement to be duly executed and delivered as of the date
first above written.
TSI TELECOMMUNICATION SERVICES INC.
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
