Exhibit 99.5
THE RIGHTS OF THE SECURED PARTIES UNDER THIS TRADEMARK
SECURITY AGREEMENT ARE SUBJECT TO AND GOVERNED BY THE TERMS
OF A SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND
BETWEEN THE UNDERSIGNED SECURED PARTIES AND LASALLE BANK
NATIONAL ASSOCIATION.
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT ("AGREEMENT") is dated as of
October ___, 2002, by and between PLYMOUTH RUBBER COMPANY, INC. , a
Massachusetts
corporation ("PLEDGOR"), with its mailing address at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx
00000; GENERAL ELECTRIC CAPITAL CORPORATION, individually and as agent ("GE
CAPITAL"), with its mailing address at 00 Xxx Xxxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxx 00000; THE
CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT"), with its mailing address at 0000
Xxxxxxxxxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000; and BANKNORTH, N.A. ("BANKNORTH"),
with
its mailing address at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000-0000.
Hereafter, GE CAPITAL,
CIT, and BANKNORTH are collectively referred to as the "SECURED PARTIES."
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
adequacy of which are hereby acknowledged, the PLEDGOR agrees with the SECURED
PARTIES
as follows:
Section 1. Defined Terms. As used in this AGREEMENT, the terms set forth in
this
Section 1 have the meanings set forth below, unless the specific context of
this AGREEMENT
clearly requires a different meaning. Terms defined in this Section 1 or
elsewhere in this
AGREEMENT are in all capital letters throughout this AGREEMENT. The singular
use of any
defined term includes the plural and the plural use includes the singular.
Section 1.1 "BANKNORTH LOANS". The term "BANKNORTH LOANS"
means collectively the following term loans that have been extended to the
PLEDGOR and are
evidenced, respectively, by the following instruments with the following
maturity dates:
(i) Promissory Note from the PLEDGOR as maker dated November 25, 1998,
as modified, in the originally stated principal amount of $1,339,031.88 and
an unpaid principal
balance as of October 1, 2002 of $794,623.78 with interest accruing thereon at
the rate of seven
and 10/100's percent (7.10%) per annum and a final maturity date of August 1,
2008;
(ii) Promissory Note from the PLEDGOR as maker dated June 30, 1999, as
modified, in the originally stated principal amount of $867,743.00 and an
unpaid principal balance
as of October 1, 2002 of $617,739.69, with interest accruing thereon at the
rate of eight and
39/100's percent (8.39%) per annum and a final maturity date of August 1, 2008;
(iii) Promissory Note from the PLEDGOR as maker dated March 3, 2000, as
modified, in the originally stated principal amount of $810,249.90 and an
unpaid principal balance
as of October 1, 2002 of $676,205.34, with interest accruing thereon at the
rate of nine and
11/100's percent (9.11%) per annum and a final maturity date of August 1, 2008;
and
(iv) Promissory Note from the PLEDGOR as maker dated on or about May 3,
2000, as modified, in the originally stated principal amount of $161,313.39
and an unpaid principal
balance as of October 1, 2002 of $139,214.52, with interest accruing thereon
at the rate of nine
and 5/100's percent (9.05%) per annum and a final maturity date of August 1,
2008.
Section 1.2 The term "CIT LEASES" means collectively: (a) the Equipment
Lease Schedule No. Five (CIT No. 65169) dated as accepted by the Lessor
thereunder on
November 20, 1997 to a Master Equipment Lease Agreement (No. 941229DIR) dated
as accepted
by the Lessor thereunder on April 25, 1995 by and between the PLEDGOR and
Champion Credit
Corporation, with respect to which the aggregate amount of rental payments as
of October 1, 2002
remaining to be paid thereunder is $198,127.09, and the final rental payment
is due on March 1,
2003; and (b) the Equipment Lease Schedule No. Eight (CIT No. 81488) dated as
accepted by the
Lessor thereunder on June 12, 1998 to a Master Equipment Lease Agreement (No.
941229DIR)
dated as accepted by the Lessor thereunder on April 25, 1995 by and between
the PLEDGOR and
Champion Credit Corporation, with respect to which the aggregate amount of
unpaid principal
payments as of October 1, 2002 remaining to be paid thereunder is $288,103.
51 and the final
rental payment is due on December 1, 2003.
Section 1.3 "EVENT OF DEFAULT" means any event, condition, or omission,
which, after the expiration of any applicable rights of notice or cure,
constitutes a violation or default
under the SECURED PARTY DOCUMENTS or pursuant to any other agreement executed
from
time to time by the PLEDGOR to or for the benefit of the SECURED PARTIES which
evidences
or relates or pertains to any of the OBLIGATIONS.
Section 1.4 "GE LOANS. The term "GE LOANS" means collectively the
following term loans that have been extended to the PLEDGOR and are evidenced,
respectively,
by the following instruments with the following maturity dates:
(i) Promissory Note from the PLEDGOR as maker dated December 3, 1997,
as modified, in the originally stated principal amount of $4,050,000 and an
unpaid principal balance
as of October 1, 2002 of $2,484,607.43, with interest accruing thereon at the
rate of eight and
54/100's percent (8.54%) per annum and a final maturity date of October 1,
2005;
(ii) Promissory Note from the PLEDGOR as maker dated April 13, 1998, as
modified, in the originally stated principal amount of $3,710,000 and an
unpaid principal balance
as of October 1, 2002 of $1,789,992.18, with interest accruing thereon at the
rate of eight and
4/100's percent (8.04%) per annum and a final maturity date of October 1, 2005;
(iii) Promissory Note from the PLEDGOR as maker dated November 12, 1998,
as modified, in the originally stated principal amount of $450,000 and an
unpaid principal balance
as of October 1, 2002 of $216,300.99, with interest accruing thereon at the
rate of seven and
75/100's percent (7.75%) per annum and a final maturity date of October 1,
2005;
(iv) Promissory Note from the PLEDGOR as maker dated December 30, 1999,
as modified, in the originally stated principal amount of $550,000 and an
unpaid principal balance
as of October 1, 2002 of $430,958.91, with interest accruing thereon at the
rate of eight and
75/100's percent (8.75%) per annum and a final maturity date of October 1,
2005;
(v) Promissory Note from the PLEDGOR as maker dated June 5, 2000, as
modified, in the originally stated principal amount of $1,469,978.50 and an
unpaid principal balance
as of October 1, 2002 of $1,291,525.78, with interest accruing thereon at the
rate of nine and
56/100's percent (9.56%) per annum and a final maturity date of October 1,
2005; and
(vi) Promissory Note from the PLEDGOR as maker dated August 24, 2000, as
modified, in the originally stated principal amount of $1,104,077 and an
unpaid principal balance
as of October 1, 2002 of $999,226.07, with interest accruing thereon at the
rate of eight and
9805/10,000's percent (8.9805%) per annum and a final maturity date of October
1, 2005.
Section 1.5 "LASALLE" means LaSalle Bank National Association, or any
successor or successors in interest as lender to the PLEDGOR.
Section 1.6 "OBLIGATIONS" means the obligations of the PLEDGOR to pay
to the SECURED PARTIES all sums due to the SECURED PARTIES arising out of or
related to
the GE LOANS, the BANKNORTH LOANS, the CIT LEASES, or the SECURED PARTY
DOCUMENTS. The term "OBLIGATIONS" shall not include any other financings,
loans,
obligations, or leases, whether currently existing or arising in the future.
Section 1.7 "SECURED PARTY DOCUMENTS" means all agreements,
instruments and documents, including without limitation, security agreements,
equipment leases,
schedules, collateral schedules, notes, assignments, and all other written
matter, whether
heretofore, now, or hereafter executed by or on behalf of the PLEDGOR to or
for the benefit of any
of the SECURED PARTIES which evidence, secure or otherwise relate or pertain
to the GE
LOANS, the BANKNORTH LOANS, or the CIT LEASES.
Section 1.8 "SUBORDINATION AGREEMENT" means the Subordination
Agreement of even date herewith by and between LASALLE and the SECURED PARTIES.
Section 1.9 "TRADEMARKS" means all right, title and interest of the
PLEDGOR, whether now owned or existing or hereafter acquired or arising, in,
to, under and by
virtue of all trademarks, trade names, corporate names, partnership names,
company names,
business names, fictitious business names, trade styles, service marks,
package or product
designs, trade dress, logos, other source of business identifiers, and prints
and labels on which any
of the foregoing have appeared or appear, now existing or hereafter adopted or
acquired, and all
registrations and recordings thereof, and all applications for any of the
foregoing, including, without
limitation, registrations, recordings and applications in the United States
Patent and Trademark
Office, together with: (a) all renewals thereof, (b) all intellectual property
of the PLEDGOR and
goodwill of the business to which any of the foregoing relates, (c) all
present and future rights of
the PLEDGOR under all present and future license agreements relating to any
of the foregoing,
whether the PLEDGOR is licensee or licensor thereunder, (d) all income,
royalties, damages and
payments now or hereafter due or payable under any of the foregoing or with
respect thereto,
including, without limitation, damages and payments for past, present or
future infringements
thereof, (e) all present and future claims, causes of action and rights to
xxx for past, present or
future infringements thereof, (f) all general intangibles, proceeds and
products related thereto, and
(g) all rights corresponding thereto throughout the world. "TRADEMARKS," as
defined above shall
include, without limitation, all of the United States trademarks and trademark
applications listed on
Exhibit A attached hereto and incorporated herein by reference.
Section 2. Grant Of Security Interest. As security for the complete and timely
payment,
performance and satisfaction of all of the OBLIGATIONS, the PLEDGOR hereby
mortgages,
pledges, and hypothecates unto the SECURED PARTIES and the SECURED PARTIES'
successors and assigns, upon the following terms and conditions, and hereby
grants to the
SECURED PARTIES and the SECURED PARTIES' successors and assigns, a security
interest
in and to all of the PLEDGOR'S right, title and interest in, under or by
virtue of the TRADEMARKS,
whether now owned or existing or hereafter acquired, and in the products and
proceeds thereof.
The security interests granted by the PLEDGOR to the SECURED PARTIES
hereunder shall
automatically attach to and include all rights to any TRADEMARKS which are
subsequently
obtained by the PLEDGOR after the date of this AGREEMENT or to any licenses
thereof. The
PLEDGOR hereby irrevocably and unconditionally authorizes the SECURED PARTIES
to modify
and amend from time to time this AGREEMENT and Exhibit A hereto to include any
such additional
TRADEMARKS or licenses, without any further assent or signature of the
PLEDGOR. Future
advances are intended to be secured. The pledges and security interests
granted hereunder by
PLEDGOR are subordinate to the pledges and security interests of LASALLE
therein as set forth
in the SUBORDINATION AGREEMENT.
Section 3. Representations And Warranties. The PLEDGOR represents and warrants
that: (a) Exhibit A attached hereto sets forth all TRADEMARKS owned by the
PLEDGOR as of the
date hereof, each of the TRADEMARKS described on Exhibit A is subsisting,
valid, unexpired and
enforceable, none of such TRADEMARKS has been adjudged invalid, expired or
unenforceable
in whole or in part, or is the subject of any proceeding which seeks any of
the foregoing, and none
of such TRADEMARKS has been abandoned; (b) no claim has been made or
threatened to the
PLEDGOR that the use of any of the TRADEMARKS infringes upon or violates the
rights of any
third person; (c) the PLEDGOR is the sole and exclusive owner of the entire
unencumbered right,
title and interest in and to each of the TRADEMARKS, free and clear of any
liens, charges and
encumbrances, including without limitation pledges, security interests,
assignments, licenses,
franchise agreements, registered user agreements and covenants by the PLEDGOR
not to xxx
third persons; (d) the PLEDGOR has the unqualified right to enter into this
AGREEMENT and to
perform its terms; (e) the PLEDGOR has used, and will continue to use for the
duration of this
AGREEMENT, proper statutory notice and markings in connection with its use of
the
TRADEMARKS; and (f) upon the completion of all necessary public filings, the
liens and security
interests granted pursuant to this AGREEMENT will constitute first priority
perfected liens on and
security interests in the TRADEMARKS in favor of the SECURED PARTIES.
Section 4. Maintenance Of Trademarks; Prosecution Of Applications And
Proceedings;
Maintenance Of Quality Standards. The PLEDGOR covenants that it will maintain
the registration
of the TRADEMARKS, and take all actions necessary to maintain, preserve and
continue the
validity and enforceability of the TRADEMARKS, including but not limited to
the filing of applications
for renewal, affidavits of use, affidavits of incontestability and institution
and maintenance of
opposition, concurrent use, interference and cancellation proceedings, and
the payment of any and
all application, renewal, extension or other fees. The PLEDGOR agrees that
the PLEDGOR will
prosecute diligently any trademark applications of the TRADEMARKS pending as
of the date of this
AGREEMENT or thereafter until the OBLIGATIONS shall have been unconditionally
paid and
satisfied in full, to make federal application on registerable but
unregistered TRADEMARKS, to file
and prosecute opposition, concurrent use and cancellation proceedings and to
do any and all acts
which are necessary or desirable to preserve and maintain all rights in the
TRADEMARKS. The
PLEDGOR agrees that it will not sell, assign, transfer, convey or encumber
its interest in, or grant
any license under, any of the TRADEMARKS. The PLEDGOR further agrees not to
enter into any
agreement (for example, a license agreement) which is inconsistent with the
PLEDGOR'S
obligations under any of the SECURED PARTY DOCUMENTS. The PLEDGOR agrees that
it will
not take any action, or permit any action to be taken by others subject to its
control, including
licensees, or fail to take any action, which would adversely affect the
validity or enforcement of the
rights transferred to the SECURED PARTIES under this AGREEMENT. The PLEDGOR
agrees
that it will not abandon any TRADEMARKS (including applications for TRADEMARKS)
without the
express written consent of the SECURED PARTIES. Any expenses incurred by the
PLEDGOR
in connection with the TRADEMARKS shall be the sole expense of the PLEDGOR.
The
PLEDGOR covenants to use and require the use of consistent standards of
quality in the
manufacture of products sold and services rendered under the TRADEMARKS. The
PLEDGOR
further agrees to promptly provide notice to the SECURED PARTIES of all rights
obtained
subsequent to the date of this AGREEMENT in and to any TRADEMARKS not set
forth on
Exhibit A.
Section 5. Rights Upon The Occurrence Of An Event Of Default. Upon the
occurrence
of an EVENT OF DEFAULT but subject to the restrictions set forth in the
SUBORDINATION
AGREEMENT, in addition to all other rights and remedies available under the
SECURED PARTY
DOCUMENTS or under applicable law, including but not limited to the rights of
a secured party
under the Uniform Commercial Code in effect from time to time in Massachusetts,
the SECURED
PARTIES shall have the right at any time (but shall have no obligation) to:
(a) take exclusive
possession and/or place a custodian in exclusive possession of any or all of
the TRADEMARKS
from time and to time; (b) take, in its name or in the name of the PLEDGOR or
otherwise, such
actions as the SECURED PARTIES may, at any time or from time to time, deem
necessary to
maintain, protect, sell, liquidate, transfer, license, assign or otherwise
dispose of or realize upon
the TRADEMARKS, upon such terms and conditions as it may deem advisable and
at such prices
as it may deem best, for cash or on credit or for future delivery without
assumption of any credit
risk; (c) use, operate, manage, and control the TRADEMARKS in any lawful
manner; and (d)
collect and receive all income, revenue, earnings, issues, and profits
therefrom. Notice of any sale
or other disposition shall be given to the PLEDGOR at least ten (10) days
before the time of any
intended public sale or of the time after which any intended private sale or
other disposition of the
COLLATERAL is to be made, which the PLEDGOR hereby agrees shall be
commercially
reasonable notice of such sale or other disposition. At any such sale or other
disposition, the
SECURED PARTIES may, to the extent permissible under applicable law, purchase
the whole or
any part of the TRADEMARKS, free from any right of redemption on the part of
the PLEDGOR,
which right is hereby waived and released to the extent lawfully permitted.
The PLEDGOR shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of the
TRADEMARKS are insufficient to pay in full the OBLIGATIONS and all costs and
expenses,
including reasonable attorneys' fees and disbursements, paid or incurred by
the SECURED
PARTIES in collecting any such deficiency. The PLEDGOR hereby irrevocably and
unconditionally
authorizes and empowers the SECURED PARTIES to make, constitute and appoint
any officer or
agent of the SECURED PARTIES as the SECURED PARTIES may select, in its
exclusive
discretion, as the PLEDGOR'S true and lawful attorney-in-fact, with the power
to endorse or sign
the PLEDGOR'S name on all applications, documents, papers and instruments
necessary for the
SECURED PARTIES or the designee of the SECURED PARTIES to: (i) own and use the
TRADEMARKS; (ii) grant or issue any exclusive or nonexclusive licenses under
the TRADEMARKS
to any other person; (iii) assign, license, pledge, convey or otherwise
transfer title in or dispose of
the TRADEMARKS to any other person on such terms and conditions as the SECURED
PARTIES
shall in their sole discretion determine; (iv) demand, xxx for compromise,
settle and collect and
receive payment of and receipt for, any and all moneys, claims and other a
mounts due or to
become due at any time in respect of or arising out of any of the TRADEMARKS;
(v) commence
and prosecute any suits, actions or proceedings at law or in equity in any
court of competent
jurisdiction to collect or enforce any right in respect of the TRADEMARKS;
(vi) defend any suit,
action or proceeding brought against the PLEDGOR with respect to any of the
TRADEMARKS; (vii)
settle, compromise or adjust any of the aforesaid suits, actions or proceedings
and, in connection
therewith, to give such discharges as the SECURED PARTIES may deem appropriate;
and (viii)
do all acts and things which the SECURED PARTIES deem necessary from time to
time to protect,
preserve or realize upon the TRADEMARKS and the SECURED PARTIES' liens
thereon and to
effect the intent of this AGREEMENT. The PLEDGOR hereby ratifies all that such
attorney shall
lawfully do or cause to be done by virtue hereof. This power of attorney shall
be irrevocable for the
life of this AGREEMENT, and is intended by the PLEDGOR to be a power of
attorney coupled with
an interest. All of the SECURED PARTIES' rights and remedies with respect to
the
TRADEMARKS, whether established by this AGREEMENT, by any SECURED PARTY
DOCUMENT, or by law shall be cumulative and may be exercised singularly or
concurrently.
Section 6. No Duty Imposed Upon Secured Parties. The powers conferred upon the
SECURED PARTIES hereunder are solely to protect the interests of the SECURED
PARTIES in
the TRADEMARKS and shall not impose any duty upon the SECURED PARTIES to
exercise any
such powers.
Section 7. Patent And Trademark Office And Third Parties May Rely Upon
Pledgor's
Authorizations To Secured Parties. If the SECURED PARTIES shall elect to
exercise any of their
rights hereunder, the United States Patent and Trademark Office and all other
persons and entities
shall have the right to rely upon the SECURED PARTIES' written statement of
the SECURED
PARTIES' right to sell, assign, license and transfer the TRADEMARKS and the
PLEDGOR hereby
irrevocably and unconditionally authorizes the United States Patent and
Trademark Office and all
other persons and entities to recognize such sale by the SECURED PARTIES
either in the
PLEDGOR'S name or in the SECURED PARTIES' name without the necessity or
obligation of the
United States Patent and Trademark Office or any other persons and entities
to ascertain the
existence of any default by the PLEDGOR under the SECURED PARTY DOCUMENTS, or
any
other fact or matter relating to the entitlement of the SECURED PARTIES to
exercise their rights
hereunder.
Section 8. Costs And Expenses. All fees, costs and expenses, including any
attorney's
fees and legal expenses, incurred by the SECURED PARTIES in connection with
the preparation
of this AGREEMENT and all other documents relating hereto, the filing or
recording of this
AGREEMENT or any other documents (including all taxes in connection therewith)
in public offices,
the payment or discharge of any taxes, counsel fees, maintenance fees,
encumbrances or any
other fees incurred in otherwise protecting, maintaining or preserving the
TRADEMARKS, or in
enforcing the terms of this AGREEMENT or in defending or prosecuting any
actions or proceedings
arising out of or related to the TRADEMARKS, shall be borne and paid by the
PLEDGOR on
demand by the SECURED PARTIES and until so paid shall be added to the
principal amount of
the OBLIGATIONS and shall bear interest at the highest rate in effect from
time to time under the
SECURED PARTY DOCUMENTS.
Section 9. Notices. Notices that are required or permitted to be delivered
hereunder
shall be sufficient if in writing and sent to the addresses set forth in the
SECURED PARTY
DOCUMENTS, in the manner and within the time specified in the SECURED PARTY
DOCUMENTS.
Section 10. Further Assurances. The PLEDGOR shall promptly do, make, execute
and
deliver all such further and additional acts, things, deeds, assurances,
instruments and documents
considered reasonably necessary, appropriate or proper by the SECURED PARTIES
to vest in,
effectuate assure to the SECURED PARTIES their rights under this AGREEMENT or
in any of the
TRADEMARKS. The PLEDGOR hereby constitutes the SECURED PARTIES its attorney-in
-fact
to execute and file all such additional instruments and documents for the
foregoing purposes,
including such filings with the United States Patent And Trademark Office or
in any other office or
place of public filings as the SECURED PARTIES deem to be necessary and
appropriate, all lawful
acts of such attorney being hereby ratified and confirmed; such power, being
coupled with an
interest, is irrevocable until the OBLIGATIONS have been satisfied in full
and there exists no
contingent or noncontingent commitment which could give rise to any
OBLIGATIONS.
Section 11. Amendment. The terms and conditions of this AGREEMENT may be
modified, altered, waived, or amended only by a writing executed by the
SECURED PARTIES
consenting to the modification, alteration, waiver, or amendment.
Section 12. Choice Of Law. This AGREEMENT shall be construed according to the
laws
of the Commonwealth of Massachusetts. All parties hereto consent to the
jurisdiction and venue
of the courts of the Commonwealth of Massachusetts in any action to enforce,
construe or interpret
this AGREEMENT.
Section 13. Severability. If any of the provisions of this AGREEMENT are
judicially
determined to be in conflict with any law of the Commonwealth of Massachusetts
or otherwise
judicially determined to be unenforceable for any reason whatsoever, such
provision shall be
deemed null and void to the extent of such unenforceability but shall be deemed
separable from
and shall not invalidate any other provision of this AGREEMENT.
Section 14. Successors And Assigns. The terms, covenants and conditions
contained
in this AGREEMENT shall inure to the benefit of the SECURED PARTIES and their
respective
successors and assigns, and shall be binding upon the PLEDGOR and its
successors and assigns.
Section 15. Waiver Of Jury Trial. The PLEDGOR and the SECURED PARTIES each
agree that any suit, action, or proceeding, whether claim or counterclaim,
brought or instituted by
either party hereto or any successor or assign of either party hereto, with
respect to this
AGREEMENT, the SECURED PARTY DOCUMENTS, or any other document or agreement
which
in any way relates, directly or indirectly, to this AGREEMENT, the SECURED
PARTY
DOCUMENTS, the OBLIGATIONS or any event, transaction or occurrence arising
out of or in any
way connected with this AGREEMENT, the SECURED PARTY DOCUMENTS, any of the
OBLIGATIONS, or the dealings of the parties with respect thereto, shall be
tried only by a court,
and not by a jury. THE PLEDGOR AND THE SECURED PARTIES HEREBY EXPRESSLY WAIVE
ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR
PROCEEDING.
[Signatures Begin On The Following Page]
IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date
first
above written with the specific intention of creating an instrument under seal.
PLEDGOR:
PLYMOUTH RUBBER COMPANY, INC.,
A Massachusetts Corporation
(SEAL) By:
Xxxxxxx X. Xxxxxxxxx,
President
WITNESS/ATTEST:
Print Name:
ACKNOWLEDGMENT
COMMONWEALTH OF MASSACHUSETTS, COUNTY OF _____________________:
On this _____ day of October, 2002, before me appeared Xxxxxxx X. Xxxxxxxxx,
to me
personally known, who, being duly sworn (or affirmed), did say that he is the
President of
PLYMOUTH RUBBER COMPANY, INC., and that the corporation has no official seal,
and that the
foregoing instrument was signed in behalf of the corporation by authority of
its Board of Directors,
and said Xxxxxxx X. Xxxxxxxxx acknowledged said instrument to be the free act
and deed of the
corporation.
(SEAL)
Notary Public
Print Name of Notary
My Commission Expires:
[Continued On The Following Page]
8
WITNESS/ATTEST: SECURED PARTIES:
GENERAL ELECTRIC CAPITAL CORPORATION
By: (SEAL)
Xxxxx X. Xxxxxxx, Senior Vice President,
Strategic Asset Financing Group
Date: October ___, 0000
XXXXXXXXXXXXXX
XXXXX XX XXXXXXXXXXX, XXXXXX OF ____________, SS:
On this _____ day of October, 2002, before me, ______________________, the
undersigned officer, personally appeared Xxxxx X. Xxxxxxx, who acknowledged
himself to be the
Senior Vice President of GENERAL ELECTRIC CAPITAL CORPORATION, a corporation,
and that
he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes
therein contained, by signing the name of the corporation by himself as such
officer and as his and
its free act and deed.
In witness whereof I hereunto set my hand.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
[Continued On The Following Page]
WITNESS/ATTEST:
THE CIT GROUP/EQUIPMENT FINANCING, INC.
(SEAL) By:
Name:
Title:
Date: December ___, 2002
ACKNOWLEDGMENT
STATE OF ARIZONA, CITY/COUNTY OF TEMPE, TO WIT:
I HEREBY CERTIFY that on this ____ day of December, 2002, before me, the
undersigned
Notary Public, personally appeared ____________________, and acknowledged
him/herself to be
the ________________ of THE CIT GROUP/EQUIPMENT FINANCING, INC., a
______________
corporation, and that he/she, as such officer, being authorized so to do,
executed the foregoing
instrument for the purposes therein contained by signing the name of THE CIT
GROUP/EQUIPMENT FINANCING, INC., by him/herself as _________________.
IN WITNESS MY Hand and Notarial Seal.
(SEAL)
NOTARY PUBLIC
Print Name Of Notary
My Commission Expires:
[Continued On The Following Page]
10
WITNESS/ATTEST:
BANKNORTH, N.A.
By: (SEAL)
Name:
Title:
Date: October ___, 2002
ACKNOWLEDGMENT
STATE OF __________________, CITY/COUNTY OF ______________________, TO WIT:
I HEREBY CERTIFY that on this ____ day of October, 2002, before me, the
undersigned
Notary Public, personally appeared ____________________, and acknowledged
him/herself to be
the ________________ of BANKNORTH, N.A., a ______________________________,
and that
he/she, as such officer, being authorized so to do, executed the foregoing
instrument for the
purposes therein contained by signing the name of BANKNORTH, N.A., by
him/herself as
_________________.
IN WITNESS MY Hand and Notarial Seal.
NOTARY PUBLIC (SEAL)
Print Name Of Notary
My Commission Expires:
11
EXHIBIT "A"
Schedule Of Trademarks
Trademark Reg. No. Reg. Date
ASR 2156618 May 12, 1998
COLDTERM 2115123 November 25, 1997
PLYVOLT 1953338 January 30, 1996
BI-SEAL 1731097 November 10, 1992
PLYSTRAP 1596079 May 15, 1990
PLYCOM 1599609 June 5, 1990
PLYWRAP 1597423 May 22, 1990
GLF 1615713 October 2, 1990
REVERE 1745734 January 12, 0000
XXXXXXX 1486135 April 26, 1988
BLUE MAX 1460033 October 6, 1987
BLUE MAX 1460032 October 6, 1987
SNAP-A-ROLL 1441112 June 2, 1987
CAMBRIDGE 1290988 August 21, 1984
PLYFLEX 1268979 March 6, 1984
PATRIOT 1213937 October 26, 1982
PLYSEAL 1216705 November 16, 1982
SNUB 'N DRY 1226707 February 8, 1983
STRESS-WRAP 1035348 March 9, 1976
PLYTUFF 0993734 September 24, 1974
PLYSAFE 0985376 June 4, 1974
PLYARC 0985375 June 4, 1974
PLYJOINT 0998102 November 12, 1974
PLYSIL 0994594 October 1, 1974
PLYSHIELD 0985374 June 4, 1974
PLYGLAS 0993000 September 10, 1974
PLYTERM 0992999 September 10, 974
XXXXXX 0974290 December 4, 1973
BICAST 0810409 June 28, 1966
TRI-SIL 0810408 June 28, 1966
SLIPKNOT 0757661 October 1, 1963
PLYMCOTE 0729070 Xxxxx 00, 0000
XXXXXXXX 0681763 July 14, 1959
PLYMOUTH 0681172 June 30, 1959
SLIPKNOT 0503216 October 19, 1948
12
