TRADEMARK SECURITY AGREEMENT
Exhibit 10.17
EXECUTION VERSION
This TRADEMARK SECURITY AGREEMENT, dated as of December 21, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).
WHEREAS, the Grantors are party to a Loans Pledge and Security Agreement dated as of December 21, 2015 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Security Agent pursuant to which the Grantors granted a security interest to the Security Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Security Agent as follows:
SECTION 1. Defined Terms
Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.
SECTION 2. Grant of Security Interest in Trademark Collateral
SECTION 2.1 Grant of Security. Each Grantor hereby grants to the Security Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Trademark Collateral”):
(a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and listed on Schedule A hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) all rights corresponding thereto throughout the world, (v) the right to xxx or otherwise recover for any past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (vi) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit.
SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if
the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto.
SECTION 3. Pledge and Security Agreement
The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and 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 Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.
SECTION 4. Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
SECTION 5. Counterparts
This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
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CEBRIDGE ACQUISITION, L.P. | ||
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By: Cebridge General, LLC, its sole general partner | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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CEBRIDGE CONNECTIONS, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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CEBRIDGE TELECOM LA, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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CEQUEL COMMUNICATIONS, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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CEQUEL III COMMUNICATIONS I, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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CLASSIC CABLE OF LOUISIANA, L.L.C. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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CLASSIC COMMUNICATIONS, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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FRIENDSHIP CABLE OF ARKANSAS, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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FRIENDSHIP CABLE OF TEXAS, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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UNIVERSAL CABLE HOLDINGS, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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ORBIS1, L.L.C. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Senior Vice President, General Counsel and Secretary |
[signature page to Trademark Security Agreement]
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KINGWOOD SECURITY SERVICES, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxx | |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
President and Chief Operating Officer |
[signature page to Trademark Security Agreement]
Accepted and Agreed: |
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JPMORGAN CHASE BANK, N.A. |
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as Security Agent |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Executive Director |
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[signature page to Trademark Security Agreement]
SCHEDULE A
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND APPLICATIONS
OWNER: CEQUEL COMMUNICATIONS, LLC
Xxxx |
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Serial |
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Registration |
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Registration |
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Status |
United States Federal |
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“EASY AS COUNTING TO ONE” |
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77594970 |
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3713173 |
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11-17-2009 |
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Registered |
“THE WORLD’S EASIEST BUNDLE” |
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77595913 |
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3713176 |
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11-17-2009 |
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Registered |
VIPPERKS |
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77655683 |
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3773065 |
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04-06-2010 |
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Registered |
NOW VOD |
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77772697 |
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3998708 |
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7-19-2011 |
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Registered |
“SUDDENLINK…YOU’RE CONNECTED” |
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77595121 |
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4158099 |
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06-12-2012 |
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Registered |
SUDDENLINK2GO |
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85339558 |
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4286618 |
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02-05-2013 |
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Registered |
NWV NETWORK WEST VIRGINIA |
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85513245 |
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4330276 |
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05-07-2013 |
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Registered |
EASY SUDDENLINK |
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86615811 |
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Pending |
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Pending |
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Application published |
APPLICANT and REGISTRANT: CEBRIDGE CONNECTIONS, INC.
POST-REGISTRATION OWNER: CEQUEL COMMUNICATIONS, LLC
Xxxx |
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Serial |
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Registration |
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Registration |
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Status |
United States Federal |
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LIFE CONNECTED |
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78860621 |
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3593183 |
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03-17-2009 |
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Registered |
SUDDENLINK |
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78851677 |
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3514227 |
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10-07-2008 |
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Registered |
Xxxx |
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Serial |
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Registration |
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Registration |
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Status |
SUDDENLINK COMMUNICATIONS |
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78851595 |
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3518352 |
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10-14-2008 |
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Registered |
SUDDENLINK LIFE CONNECTED |
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78865089 |
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3514248 |
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10-07-2008 |
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Registered |
SUDDENLINK HOMESOURCE |
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78908283 |
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3438249 |
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05-27-2008 |
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Registered |
SUDDENLINK HOMESOURCE |
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78905733 |
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3420591 |
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04-29-2008 |
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Registered |
CONEXION UNICA |
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78899274 |
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3518418 |
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10-14-2008 |
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Registered |
SUDDENLINK |
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78882332 |
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3438173 |
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05-27-2008 |
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Registered |
OWNER: CEQUEL III COMMUNICATIONS I, LLC
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS VI |
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622469 |
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Registered |
OWNER: CLASSIC CABLE OF LOUISIANA, LLC
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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CLASSIC CABLE |
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564032 |
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Renewed |
SUDDENLINK COMMUNICATIONS IV |
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591354 |
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Registered |
CORRECTIONAL CABLE |
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646690 |
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Registered |
CABLE NETWORK ADVERTISING |
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578557 |
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Registered |
OWNER: CEBRIDGE TELECOM LA, LLC
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS LA |
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591300 |
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Registered |
CEBRIDGE CONNECTIONS TELECOM |
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591036 |
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Registered |
OWNER: KINGWOOD SECURITY SERVICES, LLC
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK SECURITY |
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620941 |
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Registered |
State - Ohio |
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SUDDENLINK SECURITY |
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1852474 |
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Registered |
OWNER: CLASSIC COMMUNICATIONS, INC.
Xxxx |
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Serial No. / Registration |
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Status |
State - Texas |
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CCT |
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800085158 |
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Registered |
OWNER: CEBRIDGE ACQUISITION, L.P.
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK MEDIA |
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591900 |
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Registered |
SUDDENLINK COMMUNICATIONS |
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591299 |
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Registered |
Xxxx |
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Serial No. / Registration |
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Status |
XXXXXXXX XXXXXXXXXXX XX |
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000000 |
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Registered |
OWNER: FRIENDSHIP CABLE OF ARKANSAS, INC.
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS V |
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591355 |
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Registered |
OWNER: FRIENDSHIP CABLE OF TEXAS, INC.
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS I |
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591352 |
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Registered |
State - North Dakota |
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CORRECTIONAL CABLE |
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29717800 |
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Registered |
State - Ohio |
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CEBRIDGE CONNECTIONS |
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1416897 |
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Registered |
OWNER: UNIVERSAL CABLE HOLDINGS, INC.
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS III |
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591353 |
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Registered |
State - Nebraska |
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SUDDENLINK COMMUNICATIONS |
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10085209 |
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Registered |
Xxxx |
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Serial No. / Registration |
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Status |
CEBRIDGE CONNECTIONS |
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10051147 |
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Registered |
CORRECTIONAL CABLE |
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10042857 |
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Registered |
CLASSIC COMMUNICATIONS |
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10042858 |
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Registered |
OWNER: ORBIS1, L.L.C.
Xxxx |
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Serial No. / Registration |
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Status |
State - Louisiana |
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COSTREET COMMUNICATIONS |
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633409 |
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Registered |