EXHIBIT 10.12
TRADEMARK SECURITY AGREEMENT
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(Savvis Communications Corporation)
THIS TRADEMARK SECURITY AGREEMENT ("Agreement") is between Savvis
Communications Corporation, a Delaware corporation ("Debtor"), and General
Electric Capital Corporation, a Delaware corporation, as Agent for itself and
other Lessors from time to time party to the Restated Lease Agreement as defined
below (in such capacity, together with its successors and assigns in such
capacity, "Secured Party"), and as Lessor pursuant to that certain Amended and
Restated Lease Agreement dated as of March 8, 2002 (as the same may be amended,
modified, supplemented, renewed, extended or restated from time to time, the
"Restated Lease Agreement") Savvis Communications Corporation, a Delaware
corporation and Secured Party.
R E C I T A L S:
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A. Debtor and Secured Party have entered into that certain Security
Agreement dated as of March 18, 2002 (as the same may be amended, modified,
supplemented, renewed, extended or restated from time to time, the "Security
Agreement"; all terms defined in the Security Agreement, wherever used herein,
shall have the same meanings herein as are prescribed by the Security
Agreement).
B. Pursuant to the terms of the Security Agreement, Debtor has granted
to Secured Party a lien and security interest in all General Intangibles of
Debtor, including, without limitation, all of Debtor's right, title, and
interest in, to and under all now owned and hereafter acquired Trademarks,
together with the goodwill of the business symbolized by Debtor's Trademarks,
and Trademark Licenses, and all products and Proceeds thereof, to secure the
payment of the Obligations (as defined in the Restated Lease Agreement).
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor hereby grants to Secured
Party a lien and continuing security interest in all of Debtor'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 presently existing or hereafter created or acquired, and
such grant insofar as it applies to Collateral covered by the Master Lease
Agreement (as defined in the Restated Lease Agreement), is in confirmation of
the existing and continuing Lien and security interest granted under the Master
Lease Agreement:
(1) each Trademark, trademark registration ("Trademark
Registration") and trademark application ("Trademark Application"),
including, without limitation, each Trademark, Trademark Registration
and Trademark Application referred to in Schedule 1 annexed hereto,
together with the goodwill of the business symbolized thereby; and
(2) each Trademark License, including, without limitation,
each Trademark License listed in Schedule 1 annexed hereto; and
(3) all products and proceeds of the foregoing, including,
without limitation, any claim by Debtor against third parties for past,
present or future (a) infringement, dilution or breach of any
Trademark, Trademark Registration, Trademark Application and Trademark
License, including, without limitation, any Trademark, Trademark
Registration and Trademark License referred to in Schedule 1 annexed
hereto, and any Trademark Registration issued pursuant to a Trademark
Application referred to in Schedule 1 annexed hereto; or (b) injury to
the goodwill associated with any Trademark, Trademark Registration and
Trademark Application.
TRADEMARK SECURITY AGREEMENT
(Savvis Communications Corporation - Delaware) - Page 1
The lien and security interest contained in this Agreement is granted in
conjunction with the liens and security interests granted to Secured Party
pursuant to the Security Agreement.
Debtor hereby acknowledges and affirms that the rights and remedies of
Secured Party with respect to the liens and security interests 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.
TRADEMARK SECURITY AGREEMENT
(Savvis Communications Corporation - Delaware) - Page 2
IN WITNESS WHEREOF, Debtor has caused this Agreement to be duly
executed by its duly authorized officer as of the date written above.
DEBTOR:
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SAVVIS COMMUNICATIONS CORPORATION,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx Xxxxxxxx
Title: Vice President and Treasurer
SECURED PARTY:
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GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as Agent
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
TRADEMARK SECURITY AGREEMENT
(Savvis Communications Corporation - Delaware) - Page 3
ACKNOWLEDGMENT
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STATE OF New York )
)
COUNTY OF New York )
This instrument was acknowledged before me this 18th day of
March, 2002, by Xxxxx Xxxxxxxx Xxxxxxxx, as Vice President and Treasurer
of Savvis Communications Corporation, a Delaware corporation, on behalf of
such corporation.
/s/ Xxxxxx Xxxxxxxxxx
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{Seal} Notary Public in and for the State of
New York
My commission expires: 8/02/05
STATE OF Connecticut )
)
COUNTY OF Fairfield )
This instrument was acknowledged before me this 15th day of March,
2002, by Xxxxxx Xxxxxx, as Vice President of General Electric Capital
Corporation, a Delaware corporation, as Agent, on behalf of such corporation.
/s/ Delythe Xxxxxxx Xxxxx
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{Seal} Notary Public in and for the State of
Connecticut
My commission expires: 8/31/05
TRADEMARK SECURITY AGREEMENT
(Savvis Communications Corporation - Delaware) - Page 4
Schedule 1
to
Trademark Security Agreement
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TRADEMARKS
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None.
TRADEMARK LICENSES
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None.
