1
EXHIBIT 10(a)(b) TO FRONTSTEP, INC. ANNUAL REPORT ON FORM 10-K
2
TRADEMARK SECURITY AGREEMENT
----------------------------
This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as
of July 17, 2001 is made by FRONTSTEP, INC., an Ohio corporation, FRONTSTEP
SOLUTIONS GROUP, INC., an Ohio corporation, and BRIGHTWHITE SOLUTIONS, INC., an
Ohio corporation (each a "Debtor" and collectively, jointly and severally, the
"Debtors"), in favor of FOOTHILL CAPITAL CORPORATION, a California corporation,
as agent for the Lenders referred to below (the "Secured Party").
RECITALS
--------
A. The Debtors, Frontstep Canada, Inc., the financial
institutions party thereto from time to time (the "Lenders") and the Secured
Party have entered into that certain Loan and Security Agreement, of even date
herewith (as amended, restated, modified, renewed or extended from time to time,
the "Loan Agreement"), pursuant to which the Lenders have agreed (among other
things) to make loans to the Debtors in an aggregate principal amount at any one
time outstanding not to exceed the Maximum Revolver Amount (as defined in the
Loan Agreement), and pursuant to which the Debtors have granted to the Secured
Party for the benefit of the Lenders security interests in (among other things)
all or substantially all of the general intangibles of the Debtors.
B. Pursuant to the Loan Agreement and as one of the conditions
precedent to the obligations of the Secured Party and the Lenders under the Loan
Agreement, each of the Debtors have agreed to execute and deliver this Agreement
to the Secured Party for filing with the PTO and with any other relevant
recording systems in any domestic jurisdiction, and as further evidence of and
to effectuate the Secured Party's existing security interests in the trademarks
and other general intangibles described herein.
ASSIGNMENT
----------
NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each Debtor xxxxxx agrees in favor of
the Secured Party as follows:
1. DEFINITIONS; INTERPRETATION.
(a) CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings:
"DEBTORS" shall have the meaning ascribed to such term in the
recitals to this Agreement.
"DEBTOR" and "DEBTORS" shall have the meaning ascribed to such
terms in the introductory paragraph of this Agreement.
3
"EVENT OF DEFAULT" means any Event of Default under the Loan
Agreement.
"PROCEEDS" means whatever is receivable or received from or
upon the sale, lease, license, collection, use, exchange or other disposition,
whether voluntary or involuntary, of any Trademark Collateral, including
"proceeds" as defined in UCC Section 9-102(a)(64), all insurance proceeds, and
all proceeds of Proceeds. Proceeds shall include (i) any and all accounts,
chattel paper, instruments, general intangibles, cash and other proceeds,
payable to or for the account of any Debtor, from time to time in respect of any
of the Trademark Collateral, (ii) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable to or for the account of any Debtor from
time to time with respect to any of the Trademark Collateral, (iii) any and all
claims and payments (in any form whatsoever) made or due and payable to any
Debtor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Trademark
Collateral by any Person acting under color of governmental authority, and (iv)
any and all other amounts from time to time paid or payable under or in
connection with any of the Trademark Collateral or for or on account of any
damage or injury to or conversion of any Trademark Collateral by any Person.
"PTO" means the United States Patent and Trademark Office and
any successor thereto.
"SECURED OBLIGATIONS" shall mean, with respect to each Debtor,
all liabilities, obligations, or undertakings owing by such Debtor to the
Secured Party and the Lenders of any kind or description arising out of or
outstanding under, advanced or issued pursuant to, or evidenced by the Loan
Agreement, any of the other Loan Documents, or this Agreement, irrespective of
whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, voluntary or involuntary, whether now existing
or hereafter arising, and including all interest (including interest that
accrues after the filing of a case under the Bankruptcy Code) and any and all
costs, fees (including attorneys fees), and expenses which such Debtor is
required to pay pursuant to any of the foregoing, by law, or otherwise.
"SECURED PARTY" shall have the meaning ascribed to such term
in the introductory paragraph of this Agreement.
"TRADEMARK COLLATERAL" has the meaning set forth in SECTION 2.
"TRADEMARKS" has the meaning set forth in SECTION 2.
"UCC" means the Uniform Commercial Code as in effect from time
to time in the State of New York.
"UNITED STATES" and "U.S." each mean the United States of
America.
(b) TERMS DEFINED IN UCC. Where applicable and except as
otherwise defined herein, terms used in this Agreement shall have the meanings
ascribed to them in the UCC.
(c) INTERPRETATION. In this Agreement, except to the extent
the context otherwise requires:
2
4
(i) Any reference to a Section or a Schedule is a reference to
a section hereof, or a schedule hereto, respectively, and to a
subsection or a clause is, unless otherwise stated, a reference to a
subsection or a clause of the Section or subsection in which the
reference appears.
(ii) The words "hereof," "herein," "hereto," "hereunder" and
the like mean and refer to this Agreement as a whole and not merely to
the specific Section, subsection, paragraph or clause in which the
respective word appears.
(iii) The meaning of defined terms shall be equally applicable
to both the singular and plural forms of the terms defined.
(iv) The words "including," "includes" and "include" shall be
deemed to be followed by the words "without limitation."
(v) References to agreements and other contractual instruments
shall be deemed to include all subsequent amendments, restatements,
supplements, refinancings, renewals, extensions, and other
modifications thereto.
(vi) References to statutes or regulations are to be construed
as including all statutory and regulatory provisions consolidating,
amending or replacing the statute or regulation referred to.
(vii) Any captions and headings are for convenience of
reference only and shall not affect the construction of this Agreement.
(viii) Capitalized words not otherwise defined herein shall
have the respective meanings assigned to them in the Loan Agreement.
(ix) In the event of a direct conflict between the terms and
provisions of this Agreement and the Loan Agreement, it is the
intention of the parties hereto that both such documents shall be read
together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions
of the Loan Agreement shall control and govern; PROVIDED, HOWEVER, that
the inclusion herein of additional -------- ------- obligations on the
part of any Debtor and supplemental rights and remedies in favor of the
Secured Party (whether under New York law or applicable federal law),
in each case in respect of the Trademark Collateral, shall not be
deemed a conflict with the Loan Agreement.
2. SECURITY INTEREST.
(a) ASSIGNMENT AND GRANT OF SECURITY IN RESPECT OF THE SECURED
OBLIGATIONS. To secure the prompt payment and performance of the Secured
Obligations, each Debtor hereby grants, assigns, transfers and conveys to the
Secured Party for the benefit of the Lenders a continuing, first priority
security interest in all of such Xxxxxx's right, title and interest in and to
the following property, whether now existing or hereafter acquired or arising
and whether registered or unregistered (collectively, the "Trademark
Collateral"):
3
5
(i) all common law, state and federal trademarks, service
marks and trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, Internet
domain names, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or
acquired, together with and including all licenses therefor held by
such Debtor, and all registrations and recordings thereof, and all
applications filed or to be filed in connection therewith, including
registrations and applications in the PTO, any State of the United
States (but excluding each application to register any trademark,
service mark, or other xxxx xxxxx to the filing under applicable law of
a verified and accepted Statement of Use (or the equivalent) for such
trademark or service mark) and all extensions or renewals thereof,
including without limitation any of the foregoing identified on
SCHEDULE A hereto and any and all variations thereof (as such schedule
may be amended, modified or supplemented from time to time), and the
right (but not the obligation) to register claims under any state or
federal trademark law or regulation and to apply for, renew and extend
any of the same, to sue or bring opposition or cancellation proceedings
in the name of the applicable Debtor or in the name of the Secured
Party or in the name of the Secured Party for past, present or future
infringement or unconsented use thereof, and all rights arising
therefrom throughout the world (collectively, the "Trademarks");
(ii) all claims, causes of action and rights to sue for past,
present or future infringement or unconsented use of any Trademarks and
all rights arising therefrom and pertaining thereto;
(iii) all general intangibles (as defined in the UCC) related
to or arising out of any of the Trademarks and all the goodwill of
Debtors' business symbolized by the Trademarks or associated therewith;
and
(iv) all Proceeds of any and all of the foregoing.
(b) CONTINUING SECURITY INTEREST. Each Debtor hereby agrees that
this Agreement shall create a continuing security interest in the Trademark
Collateral which shall remain in effect until terminated in accordance with
SECTION 18.
(c) INCORPORATION INTO LOAN AGREEMENT. This Agreement shall be fully
incorporated into the Loan Agreement and all understandings, agreements and
provisions contained in the Loan Agreement shall be fully incorporated into this
Agreement. Without limiting the foregoing, the Trademark Collateral described in
this Agreement shall constitute part of the Collateral in the Loan Agreement.
(d) LICENSES. Anything in the Loan Agreement or this Agreement to
the contrary notwithstanding, each Debtor may grant exclusive or non-exclusive
licenses of the Trademark Collateral (subject to the security interest of the
Secured Party therein) in the ordinary course of business consistent with past
practice.
3. FURTHER ASSURANCES; APPOINTMENT OF THE SECURED PARTY AS
ATTORNEY-IN-FACT. Each Debtor at its expense shall execute and deliver, or cause
to be executed and delivered, to
4
6
the Secured Party any and all documents and instruments, in form and substance
satisfactory to the Secured Party, and take any and all action, which the
Secured Party, in the exercise of its Permitted Discretion, may request from
time to time, to perfect and continue the perfection or to maintain the priority
of, or provide notice of the security interest in, or maintain, preserve and
protect the Trademark Collateral held by the Secured Party and to accomplish the
purposes of this Agreement. Each Debtor hereby irrevocably constitutes and
appoints the Secured Party (and any of the Secured Party's officers or employees
or agents designated by the Secured Party) as such Xxxxxx's true and lawful
attorney-in-fact with full power and authority (i) if any Debtor refuses to
execute and deliver, or fails timely to execute and deliver, any of the
documents it is requested to execute and deliver by the Secured Party in
accordance with the foregoing after written notice of such request has been
delivered by the Secured Party to such Debtor and such Debtor has failed to do
so within ten (10) days thereof, the Secured Party shall have the right, in the
name of such Debtor, or in the name of the Secured Party or otherwise, without
notice to or assent by such Debtor, to sign the name of such Debtor on all or
any of such documents or instruments and perform all other acts that the Secured
Party in the exercise of its Permitted Discretion deems necessary or advisable
in order to perfect or continue the perfection of, maintain the priority or
enforceability of or provide notice of the security interest in the Trademark
Collateral held by the Secured Party, and (ii) after the occurrence and during
the continuance of any Event of Default, to execute any and all other documents
and instruments, and to perform any and all acts and things for and on behalf of
such Debtor, which the Secured Party, in the exercise of its Permitted
Discretion, may deem necessary or advisable to perfect or continue the
perfection of, maintain the priority or enforceability of, provide notice of the
security interest in the Trademark Collateral held by the Secured Party or
maintain, preserve and protect the Trademark Collateral and to accomplish the
purposes of this Agreement, including (A) to defend, settle, adjust or institute
any action, suit or proceeding with respect to the Trademark Collateral, (B) to
assert or retain any rights under any license agreement for any of the Trademark
Collateral, including any rights of such Debtor arising under Section 365(n) of
the Bankruptcy Code, and (C) to execute any and all applications, documents,
papers and instruments for the Secured Party to use the Trademark Collateral, to
grant or issue any exclusive or non-exclusive license with respect to any
Trademark Collateral, and to assign, convey or otherwise transfer title in or
dispose of the Trademark Collateral. The power of attorney set forth in this
SECTION 3, being coupled with an interest, is irrevocable so long as this
Agreement shall not have terminated in accordance with SECTION 18.
4. REPRESENTATIONS AND WARRANTIES. Each Debtor jointly and severally
represents and warrants to the Secured Party, as follows:
(a) NO OTHER TRADEMARKS. SCHEDULE A sets forth a true and correct
list of all of the existing Trademarks that are registered, or for which any
application for registration has been filed with the PTO or any corresponding
or similar trademark office of any other U.S. jurisdiction, and that are owned
or held (whether pursuant to a license or otherwise) and used by such Debtor.
(b) TRADEMARKS SUBSISTING. Each of the Trademarks listed on
SCHEDULE A is subsisting and has not been adjudged invalid or unenforceable, in
whole or in part, and, to the best of such Debtor's knowledge, each of the
Trademarks set forth on SCHEDULE A is valid and enforceable.
5
7
(c) OWNERSHIP OF TRADEMARK COLLATERAL; NO VIOLATION. Except as set
forth on Schedule 5.16(a) to the Loan Agreement, (i) such Debtor has rights in
and good and defensible title to the existing Trademark Collateral, (ii) with
respect to the Trademark Collateral shown on SCHEDULE A hereto as owned by it,
such Debtor is the sole and exclusive owner thereof, free and clear of any Liens
and rights of others (other than Permitted Liens), including licenses,
registered user agreements and covenants by such Debtor not to sue third
persons, and (iii) with respect to any Trademarks for which such Debtor is
either a licensor or a licensee pursuant to a license or licensing agreement
regarding such Trademark, each such license or licensing agreement is in full
force and effect, such Debtor is not in default of any of its obligations
thereunder and, other than (A) the parties to such licenses or licensing
agreements, or (B) in the case of any non-exclusive license or license agreement
entered into by such Debtor or any such licensor regarding such Trademark, the
parties to any other such non-exclusive licenses or license agreements entered
into by such Debtor or any such licensor with any other Person, no other Person
has any rights in or to any of the Trademark Collateral. To the best of each
Debtor's knowledge, the past, present and contemplated future use of the
Trademark Collateral by such Debtor has not, does not and will not infringe upon
or violate any right, privilege or license agreement of or with any other
Person.
(d) NO INFRINGEMENT. To each Debtor's knowledge, except as set forth on
Schedule 5.16(a) to the Loan Agreement (i) no material infringement or
unauthorized use presently is being made of any of the Trademark Collateral by
any Person, and (ii) the past, present, and contemplated future use of the
Trademark Collateral by such Debtor has not, does not and will not infringe upon
or violate any right, privilege, or license agreement of or with any other
Person.
(e) POWERS. Each Debtor has the unqualified right, power and authority
to pledge and to grant to the Secured Party a security interest in all of its
Trademark Collateral pursuant to this Agreement, and to execute, deliver and
perform its obligations in accordance with the terms of this Agreement, without
the consent or approval of any other Person except as already obtained.
5. COVENANTS. Each Debtor covenants that so long as this Agreement
shall be in effect, each such Debtor shall:
(a) COMPLIANCE WITH LAW. Comply, in all material respects, with all
applicable statutory and regulatory requirements in connection with any and all
of the Trademark Collateral and give such notice of trademark, prosecute such
material claims, and do all other acts and take all other measures which, in
such Debtor's reasonable business judgment, may be necessary or desirable to
preserve, protect and maintain such Trademark Collateral and all of such
Debtor's rights therein, including diligently prosecute any material trademark
application pending as of the date of this Agreement or thereafter;
(b) COMPLIANCE WITH AGREEMENT. Comply with each of the terms and
provisions of this Agreement, the Loan Agreement, and the other Loan Documents,
and not enter into any agreement (for example, a license agreement) which is
inconsistent with the obligations of such Debtor under this Agreement without
the Secured Party's prior written consent; and
6
8
(c) LIEN PROTECTION. Not permit the inclusion in any contract to
which such Debtor becomes a party of any provision that could impair or prevent
the creation of security interests in favor of the Secured Party in such
Debtor's rights and interest in the Trademark and the Trademark Collateral, and
each such Debtor will promptly give the Secured Party written notice of the
occurrence of any event that could have a material adverse effect on any of the
Trademark or the Trademark Collateral, including any petition under the
Bankruptcy Code filed by or against any licensor of any of the Trademarks for
which such Debtor is a licensee.
6. FUTURE RIGHTS. For so long as any of the Secured Obligations shall
remain outstanding, or, if earlier, until the Secured Party shall have released
or terminated, in whole but not in part, its interest in the Trademark
Collateral, if and when any Debtor shall obtain rights to any new Trademarks, or
any reissue, renewal or extension of any Trademarks, the provisions of SECTION 2
shall automatically apply thereto and the applicable Debtor shall give to the
Secured Party prompt notice thereof. Each Debtor shall do all things deemed
necessary or advisable by the Secured Party in the exercise of its Permitted
Discretion to ensure the validity, perfection, priority and enforceability of
the security interests of the Secured Party in such future acquired Trademark
Collateral. If any Debtor refuses to execute and deliver, or fails timely to
execute and deliver, any of the documents it is requested in writing to execute
and deliver by the Secured Party in connection herewith, each Debtor hereby
authorizes the Secured Party to modify, amend or supplement the Schedules hereto
and to re-execute this Agreement from time to time on such Debtor's behalf and
as its attorney-in-fact to include any future Trademarks which are or become
Trademark Collateral and to cause such re-executed Agreement or such modified,
amended or supplemented Schedules to be filed with the PTO.
7. DUTIES OF THE SECURED PARTY. Notwithstanding any provision contained
in this Agreement, the Secured Party shall have no duty to exercise any of the
rights, privileges or powers afforded to it and shall not be responsible to the
Debtors or any other Person for any failure to do so or delay in doing so.
Except for the accounting for moneys actually received by the Secured Party
hereunder or in connection herewith, the Secured Party shall have no duty or
liability to exercise or preserve any rights, privileges or powers pertaining to
the Trademark Collateral.
8. [INTENTIONALLY OMITTED]
9. REMEDIES. From and after the occurrence and during the continuation
of an Event of Default, the Secured Party shall have all rights and remedies
available to it under the Loan Agreement, any other Loan Documents and
applicable law (which rights and remedies are cumulative) with respect to the
security interests in any of the Trademark Collateral or any other Collateral.
Each Debtor hereby agrees that such rights and remedies include the right of the
Secured Party as a secured party to sell or otherwise dispose of the Trademark
Collateral after default, pursuant to UCC Section 9-610. Each Debtor hereby
agrees that the Secured Party shall at all times have such royalty-free
licenses, to the extent permitted by law and the Loan Documents, for any
Trademark Collateral that is reasonably necessary to permit the exercise of any
of the Secured Party's rights or remedies upon or after the occurrence of (and
during the continuance of) an Event of Default with respect to (among other
things) any tangible asset of such Debtor in which the Secured Party has a
security interest, including the Secured Party's
7
9
rights to sell inventory, tooling or packaging which is acquired by such Debtor
(or its successor, assignee or trustee in bankruptcy). In addition to and
without limiting any of the foregoing, upon the occurrence and during the
continuance of an Event of Default, the Secured Party shall have the right but
shall in no way be obligated to bring suit, or to take such other action as the
Secured Party deems necessary or advisable, in the name of any Debtor or the
Secured Party, to enforce or protect any of the Trademark Collateral, in which
event any such Debtor shall, at the request of the Secured Party, do any and all
lawful acts and execute any and all documents required by the Secured Party in
aid of such enforcement. To the extent that the Secured Party shall elect not to
bring suit to enforce such Trademark Collateral after the occurrence and during
the continuation of an Event of Default, the applicable Debtor agrees to use all
reasonable measures and its diligent efforts, whether by action, suit,
proceeding or otherwise, to prevent the infringement, misappropriation or
violations thereof by others and for that purpose agrees diligently to maintain
any action, suit or proceeding against any Person necessary to prevent such
infringement, misappropriation or violation.
10. BINDING EFFECT. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by each of the Debtors and the Secured Party and
their respective successors and assigns.
11. NOTICES. All notices and other communications hereunder shall be in
writing and shall be mailed, sent or delivered in accordance with the Loan
Agreement.
12. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York, except to
the extent the validity or perfection of the security interests hereunder in
respect of any Trademark Collateral are governed by federal law, in which case
such choice of New York law shall not be deemed to deprive the Secured Party of
such rights and remedies as may be available under federal law.
13. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Loan Agreement,
together with the Schedules hereto and thereto, contain the entire agreement of
the parties with respect to the subject matter hereof and supersede all prior
drafts and communications relating to such subject matter. Neither this
Agreement nor any provision hereof may be modified, amended or waived except by
the written agreement of the parties as provided in the Loan Agreement.
Notwithstanding the foregoing, the Secured Party may reexecute this Agreement or
modify, amend or supplement the Schedules hereto as provided in SECTION 6
hereof.
14. SEVERABILITY. If one or more provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect in any jurisdiction or
with respect to any party, such invalidity, illegality or unenforceability in
such jurisdiction or with respect to such party shall, to the fullest extent
permitted by applicable law, not invalidate or render illegal or unenforceable
any such provision in any other jurisdiction or with respect to any other party,
or any other provisions of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
8
10
16. LOAN AGREEMENT. Each Debtor acknowledges that the rights and
remedies of the Secured Party with respect to the security interest in the
Trademark Collateral granted hereby are more fully set forth in the Loan
Agreement and all such rights and remedies are cumulative.
17. NO INCONSISTENT REQUIREMENTS. Each Debtor acknowledges that this
Agreement and the other Loan Documents may contain covenants and other terms and
provisions variously stated regarding the same or similar matters, and each
Debtor agrees that all such covenants, terms and provisions are cumulative and
all shall be performed and satisfied in accordance with their respective terms.
18. TERMINATION. Upon the payment and performance in full in cash of
the Secured Obligations, including the cash collateralization, expiration, or
cancellation of all Secured Obligations, if any, consisting of letters of
credit, and the full and final termination of any commitment to extend any
financial accommodations under the Loan Agreement, this Agreement shall
terminate, and the Secured Party shall execute and deliver such documents and
instruments and take such further action reasonably requested by Debtors and at
Debtors' expense, as shall be reasonably necessary to evidence termination of
the security interests granted by Debtors to the Secured Party.
[Signature page follows]
9
11
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.
FRONTSTEP, INC.
FRONTSTEP SOLUTIONS GROUP, INC.
BRIGHTWHITE SOLUTIONS, INC.,
each an Ohio corporation
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X.Xxxxxxx
Title: Vice President & CFO
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: V.P.
12
STATE OF New York )
) ss
COUNTY OF New York )
On July 17, 2001, before me, Xxx Xxxxxx, Notary Public,
personally appeared Xxxxxx X. Xxxxxxx, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxx
-------------------------
Signature
[SEAL]
STATE OF New York )
) ss
COUNTY OF New York )
On July 17, 2001, before me, Xxx Xxxxxx, Notary Public,
personally appeared Xxxx X. Xxxxxx, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity(ies)
upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Signature
[SEAL]
13
A-1
SCHEDULE A
to the Trademark Security Agreement
TRADEMARKS OF FRONTSTEP SOLUTIONS GROUP, INC.
REGISTRATIONS AND PENDING APPLICATIONS (EXCLUDING INTENT-TO USE APPLICATIONS)
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Registration/ Registration/
Type Jurisdiction Mark Application Date Application No.
---- ------------ ---- ---------------- --------------
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Xxxx XX XXXXXXXXXX 27-Jul-98 75/526,359
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Xxxx US PUTTING YOUR 16-May-2000 2,350,110
CUSTOMERS FIRST
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Mark US SOLUTION SERVER 08-Oct-96 2,007,093
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Xxxx XX XXXXX 16-May-2000 2,350,217
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Xxxx XX XXXXX 04-Sep-90 1,611,920
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Mark US SYTEAPS 06-June-2000 2,355,181
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Xxxx XX XXXXXXXX 23-Dec-97 2,123,552
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Mark US SYTEPOWER 14-Jul-98 2,172,499
------------------------- -------------------- ----------------------- ------------------------ ----------------------
Common Law Trademarks
FRONTSTEP
FRONTSTEP FRONT OFFICE
A-1
