Exhibit 10-30
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT
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 an Amended and Restated Credit
Agreement (as further amended, restated or otherwise modified, the
"Amended and Restated 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 amend and restate a Credit Agreement dated as
of July 21, 1995 and to provide certain Extensions of Credit according
to the terms and conditions more particularly described in the Amended
and Restated Credit Agreement; and
WHEREAS, pursuant to the terms of the Amended and Restated
Security Agreement of even date (as further amended, restated or
otherwise modified, the "Security Agreement;" all capitalized terms
defined in the Amended and Restated Credit Agreement or the Security
Agreement and not otherwise defined herein have the respective
meanings provided for in the Amended and Restated 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 Amended and
Restated 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;
(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.
IN WITNESS WHEREOF, the Company has caused this Trademark
Security Agreement to be duly executed by its duly authorized officer
thereunto as of the 14th day of January, 1997.
[CORPORATE SEAL] ACC CORP.
ATTEST:
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President - Finance
Agreed and Accepted as of the
14th day of January, 0000
XXXXX XXXXX XXXXXXXX XXXX XX XXXXX XXXXXXXX,
as Administrative Agent
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Senior Vice President
SCHEDULE I
to
Trademark Security Agreement
Trademark Registrations
Registration
Xxxx Number Date Goods
Flying ACC 1,371,741 11/19/85 Telecommunications
Services
Circular Design 1,607,689 7/24/89 Telecommunications
Services
ACC with Circular Design 1,950,804 1/23/96 Telecommunications
Services
Call America 1,407,073 8/26/86 Telecommunications
Services
Trademark Applications
Xxxx Serial No. Goods
Telecommunications, Just 75/124052 Telecommunications Services
Your Size
ACC, The Answer Not Assigned Yet Telecommunications Services
Trademark Licenses
None
