Trademark Security Agreement
Exhibit 10.7
Trademark Security Agreement, dated as of October 10, 2012, by RYERSON PROCUREMENT CORPORATION, a Delaware Corporation, and TURRET STEEL INDUSTRIES, INC., a Pennsylvania corporation (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent pursuant to the Indenture (in such capacity, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Indenture, the Pledgors hereby agree with the Collateral Agent as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.
SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:
(a) Trademarks of such Pledgor listed on Schedule I attached hereto;
(b) all Goodwill associated with such Trademarks; and
(c) all Proceeds of any and all of the foregoing (in each case other than Excluded Assets).
SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks 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. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.
SECTION 4. Termination. Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.
SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.
[signature page follows]
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IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
| Very truly yours, | ||
| RYERSON PROCUREMENT CORPORATION | ||
| By: | /s/ Xxxx Xxx Xxxxxx | |
| Name: Xxxx Xxx Xxxxxx | ||
| Title: Vice President | ||
| TURRET STEEL INDUSTRIES, INC. | ||
| By: | /s/ Xxxx Xxx Xxxxxx | |
| Name: Xxxx Xxx Xxxxxx | ||
| Title: Vice President | ||
| Accepted and Agreed: | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent | ||
| By: |
/s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Vice President | ||
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SCHEDULE I
to
TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS
UNITED STATES TRADEMARKS:
Registrations:
| OWNER |
REGISTRATION NUMBER |
TRADEMARK | ||
| Ryerson Procurement Corporation |
3482244 | R and Design | ||
| Ryerson Procurement Corporation |
776441 | FIRMALINE | ||
| Ryerson Procurement Corporation |
3478095 | R RYERSON and Design | ||
| Ryerson Procurement Corporation |
3478094 | R RYERSON THE STRENGTH IN METAL and Design | ||
| Ryerson Procurement Corporation |
797047 | RYCASE | ||
| Ryerson Procurement Corporation |
567013 | RYERSON | ||
| Ryerson Procurement Corporation |
3478096 | RYERSON | ||
| Ryerson Procurement Corporation |
3478097 | THE STRENGTH IN METAL | ||
| Ryerson Procurement Corporation |
796630 | RYEX | ||
| Ryerson Procurement Corporation |
2607752 | RYTEC | ||
| Ryerson Procurement Corporation |
926681 | RYTENSE | ||
| Ryerson Procurement Corporation |
1246237 | RY-WEDG | ||
| Turret Steel Industries, Inc. |
3465878 | TURRET |
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