EXHIBIT 10.11
FORM OF TRADEMARK SECURITY AGREEMENT, DATED AS OF SEPTEMBER 7, 1999, AMONG AND
SIGNED ON SEPTEMBER 14, 2000, BY FIRST UNION NATIONAL BANK, AND:
Veridian Corporation
Veridian ERIM International, Inc.
Pacific-Sierra Research Corporation
TRADEMARK SECURITY AGREEMENT
WHEREAS, Veridian Corporation, a corporation organized under the laws
of Delaware ("Grantor"), 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
amended, restated and otherwise modified, the "Credit Agreement") of even date
herewith among Grantor, as Borrower, such Lenders party thereto (collectively,
the "Lenders"), First Union National Bank, as administrative agent (the
"Administrative Agent") and Bank of America, N.A., as Syndication Agent, the
Lenders have agreed to extend certain credit facilities to Grantor on the
terms and conditions more particularly described in the Credit Agreement; and
WHEREAS, pursuant to the terms of the Security Agreement and other
Security Documents dated September 7, 1999 by and between the Administrative
Agent and Grantor (collectively referred to as the "Security Documents"), as
reaffirmed by the Reaffirmation of Documents dated of even date herewith by
and among the Administrative Agent, the Grantor and certain other subsidiaries
of the Grantor (as said agreement may be amended, restated or otherwise
modified from time to time, the "Reaffirmation of Documents "), Grantor has
granted to the Administrative Agent for the ratable benefit of itself and
Lenders a security interest in certain of its assets, including all right,
title and interest of the Grantor in, to and under all now owned and hereafter
acquired Intellectual Property (as such term is defined in the Security
Agreement) including trademarks, trademark registrations, trademark
applications and trademark licenses, together with the goodwill of the
business symbolized by the Grantor's trademarks, and all products and proceeds
thereof, to secure the payment of all Obligations owing by the Borrower under
the Credit Agreement and the other Loan Documents. All capitalized terms not
otherwise defined herein have the respective meanings provided for in the
Credit Agreement or the Security Documents;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to the
Administrative Agent for the ratable benefit of itself and Lenders a
continuing security interest in all of Grantor'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
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
(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 Grantor 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
Documents as reaffirmed by the Reaffirmation of Documents. Grantor 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 Documents, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein.
[Signature Pages Follow]
IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be duly executed by its duly authorized officer thereunto as of
the _____ day of __________, 2000.
VERIDIAN CORPORATION
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
[Signature Pages Continue]
[Trademark Security Agreement]
Agreed and Accepted as of the
_____ day of __________, 2000.
FIRST UNION NATIONAL BANK,
as Administrative Agent
By:
--------------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
[Acknowledgment Follows]
[Trademark Security Agreement]
ACKNOWLEDGMENT
STATE OF __________________
COUNTY OF ________________
I, _____________________________, a Notary Public for said County and
State, do hereby certify that ____________________ personally appeared before
me this day and stated that (s)he is _________________ of Veridian Corporation
and acknowledged, on behalf of Veridian Corporation the due execution of the
foregoing instrument.
Witness my hand and official seal, this ____ day of __________, 2000.
------------------------------------
Notary Public
My commission expires:
----------------------
[Trademark Security Agreement]
