Exhibit 4.13
COMPANY COPYRIGHT SECURITY AGREEMENT
COPYRIGHT SECURITY AGREEMENT, dated as of November 30,
2001, made by REVLON CONSUMER PRODUCTS CORPORATION (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.
W I T N E S S E T H:
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WHEREAS, the Grantor and Wilmington Trust Company, as
trustee (in such capacity, the "Trustee"), are parties to 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 (as amended,
supplemented or otherwise modified from time to time, the "Indenture"),
providing for the issuance of the Grantor's 12% Senior Secured Notes Due 2005
(the "Notes");
WHEREAS, the Grantor is a party to the Second Amended and
Restated Credit Agreement dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement")
among the Grantor, the local borrowing subsidiaries party thereto, the
financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as
administrative agent (in such capacity, the "Bank Agent"), the other agents
party thereto and the arranger party thereto;
WHEREAS, (i) to secure the Bank Obligations (as defined
below), 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 Note Obligations (as defined below) 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 "Company Security
Agreement").
NOW, THEREFORE, the Grantor agrees for the benefit of the
holders of the Note Obligations as follows:
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1. Defined Terms
(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 Company 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 Note 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 "Copyright Collateral"):
(a) all copyrights, whether registered or
unregistered, and whether or not the underlying works of authorship
have been published, and all works of authorship and other rights
therein or derived therefrom, 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 upon or adopted from works covered by such
copyright and all copyright registrations and copyright applications,
and any renewals or extensions thereof, including without limitation,
each copyright registration and copyright application, if any,
identified in Schedule I hereto, and including, without limitation, (a)
the right to print, publish and distribute any of the foregoing, (b)
the right to ▇▇▇ or otherwise recover for any and all past, present and
future infringements and misappropriations thereof, (c) 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 (d) all
rights of the Grantor corresponding thereto throughout the United
States and all other rights of any kind whatsoever of the Grantor
accruing thereunder or pertaining thereto (the "Copyrights"); provided
that for purposes hereof, the term "Copyrights" 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;
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(b) all license agreements with any other Person in
connection with any of the Copyrights of the Grantor, or such other
Person's copyrights, whether the Grantor is a licensor or licensee
under any such license agreement, including, without limitation, the
license agreements listed on Schedule 4 to the Company Security
Agreement, subject in each case to the terms of such license
agreements, including, without limitation, terms requiring consent to a
grant of a security interest (the "Copyright Licenses"); provided that,
for purposes hereof, the term "Copyright 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
(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 Copyright
Collateral described herein shall constitute collateral security only for those
Note Obligations with respect to which the Proceeds of such Copyright 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 Copyright Collateral only to the extent of such Note
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 Copyright Collateral with the United States
Copyright 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 Company Security Agreement. The Company 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 Copyright 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 Copyright Collateral granted hereby are
more fully set forth in the Company 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.
IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be duly executed and delivered as of the date first above
written.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice-President
SCHEDULE I
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A. Copyright Registrations
Reg. No.: VA787-093
Reg. Date: 3/25/96
Title: REVLAW & DESIGN
Author: Revlon Consumer Products Corporation
Owner: Revlon Consumer Products Corporation
Reg. No.: VA720-048
Reg. Date: 3/15/95
Title: PERFUME BOTTLE AND LID
Author: Revlon Consumer Products Corporation
Owner: Revlon Consumer Products Corporation
Reg. No.: TX 156291
Reg. Date: 12/12/78
Title: ALMAY INC. SALES TRAINING, Part I
Author: Almay, Inc.
Owner: Revlon Consumer Products Corporation
B. Copyright Application
Application Date: 2/16/01
Title: ALMAY SKIN KINETIN SKINCARE Package
Author: Revlon Consumer Products Corporation
Owner: Revlon Consumer Products Corporation