Exhibit 99.22
TRADEMARK SECURITY AGREEMENT
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WHEREAS, ACC Corp., a corporation organized under the laws of Delaware
("Company"), owns the Trademarks and the Trademark registrations and Trademark
applications listed on Schedule 1 annexed hereto, and is a party to the
Trademark Licenses listed on Schedule 1 annexed hereto; and
WHEREAS, pursuant to a Credit Agreement (the "Credit Agreement") of
even date herewith among the Company and certain of its Subsidiaries as
Borrowers (collectively, the "Borrowers"), the financial institutions which are,
or may from time to time become, party thereto (collectively, the "Lenders") and
First Union National Bank of North Carolina, as administrative agent for the
Lenders (the "Administrative Agent"), the Lenders have agreed to extend certain
Loans according to the terms and conditions more particularly described in the
Credit Agreement; and
WHEREAS, pursuant to the terms of the Security Agreement of even date
(as said Agreement may be amended or modified from time to time, the "Security
Agreement;" all capitalized terms defined in the Credit Agreement or the
Security Agreement and not otherwise defined herein have the respective meanings
provided for in the Credit Agreement or the Security Agreement), between the
Borrowers (as grantors thereunder the "Grantors") and the Administrative Agent,
the Grantors have granted to the Administrative Agent for the benefit of itself
and the Lenders a security interest in certain assets of each of the Grantors,
including all right, title and interest of the Company in, to and under all now
owned and hereafter acquired Trademarks, Trademark registrations, Trademark
applications and Trademark Licenses, together with the goodwill of the business
symbolized by the Company's Trademarks, and all products and proceeds thereof,
to secure the payment of all amounts owing by the Borrowers under the Credit
Agreement and the other Secured Obligations;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company does hereby grant to
the Administrative Agent for the benefit of itself and the Lenders a continuing
security interest in all of Company's right, title and interest in, to and under
the following (all of the following items or types of property being herein
collectively referred to as the "Trademark Collateral"), whether now existing or
hereafter created or acquired in order to secure the Secured Obligations
referred to herein:
(1) each Trademark, Trademark registration and Trademark
application, together with any reissues, continuations or extensions
thereof including, without limitation, the Trademarks, Trademark
registrations (together with any reissues, continuations or extensions
thereof) and Trademark applications referred to in Schedule 1 annexed
hereto, and all of the goodwill of the business connected with the use
of, and symbolized by, each Trademark, Trademark registration and
Trademark application;
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(2) each Trademark License and all of the goodwill of the
business connected with the use of, and symbolized by, each Trademark
License; and
(3) all products and proceeds of the foregoing, including,
without limitation, any claim by the Company against third parties for
past, present or future (a) infringement or dilution of any Trademark
or Trademark registration including, without limitation, the
Trademarks and Trademark registrations referred to in Schedule 1
annexed hereto, the Trademark registrations issued with respect to the
Trademark applications referred to in Schedule 1 and the trademarks
licensed under any Trademark License, or (b) injury to the goodwill
associated with any Trademark, Trademark registration or trademark
licensed under any Trademark License.
This security interest is granted in conjunction with the security
interests granted to the Administrative Agent pursuant to the Security
Agreement. The Company hereby acknowledges and affirms that the rights and
remedies of the Administrative Agent with respect to the security interest in
the Trademark Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.
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IN WITNESS WHEREOF, the Company has caused this Trademark Security
Agreement to be duly executed by its duly authorized officer thereunto as of the
21st day of July, 1995.
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[CORPORATE SEAL] ACC CORP.
ATTEST:
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
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Title: Asst. Secretary Title: Vice Pres-Finance
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Agreed and Accepted as of the
21st day of July, 1995
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FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
as Administrative Agent
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Sr. Vice Pres.
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ACKNOWLEDGMENT
STATE OF NORTH CAROLINA
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COUNTY OF MECKLENBURG
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I, Xxxxx X. Xxxxx, a Notary Public for said County and State, do hereby certify
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that Xxxx X. Xxxxxx personally appeared before me this day and stated that (s)he
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is Vice President-Finance of ACC Corp. and acknowledged, on behalf of ACC Corp.
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the due execution of the foregoing instrument.
Witness my hand and official seal, this 10th day of July , 1995.
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/s/ Xxxxx X. Xxxxx
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Notary Public
My commission expires:
August 5, 1997
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Schedule 1
to Trademark
Security Agreement
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Trademark Registrations
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Xxxx Reg. No. Date Goods
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Flying ACC 1,371,741 11/19/85 Telecomm. Services
Design 1,607,689 7/24/89 Telecomm. Services
Trademark Applications
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Xxxx Serial No. Goods
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ACC &
Design (fed) 74/607003 Telecomm. Services
Digitrunk 74/499613 Telecomm. Services
Trademark Licenses
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None
