TRADEMARK SECURITY AGREEMENT (Mountain Valley Spring Company, LLC)

Exhibit 10.4

TRADEMARK SECURITY AGREEMENT
(Mountain Valley Spring Company, LLC)

THIS TRADEMARK SECURITY AGREEMENT (“Agreement”), dated as of March 28, 2006, is by and between MOUNTAIN VALLEY SPRING COMPANY, LLC, an Arkansas limited liability company, whose address is 000 Xxxxxxx Xxxxxx, (P.O. Box 1610), Hot Springs Xxxxxxxx Xxxx, Xxxxxxxx 00000, and JPMORGAN CHASE BANK, N.A., a national banking association, whose address is 700 Lavaca, Xxxxxx, Xxxxx 00000, Attention: Manager/Commercial Lending Group (“Secured Party”).

WHEREAS, Debtor and Secured Party have entered into that certain Credit Agreement (as amended, restated and supplemented from time to time,, the “Credit Agreement”) of even date herewith;

WHEREAS, Debtor and Secured Party have entered into a Pledge and Security Agreement of even date hereof (as said Security Agreement may be amended, restated, modified, supplemented and in effect from time to time, the “Security Agreement”), which sets forth in more detail certain terms and conditions relating to the matters agreed to herein;

WHEREAS, the Credit Agreement contemplates the execution of this Agreement by the parties hereto and the recordation of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of Security Interest.  Debtor does hereby grant to Secured Party a continuing security interest in all of Debtor’s right, title, and interest in and to all of the following (all of the following being herein collectively referred to as the “Trademark Collateral”), whether presently existing or hereafter arising or acquired, to secure the payment of the Obligations (as defined in the Credit Agreement):

(a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing, including, without limitation, each trademark listed on Schedule 1 attached hereto (and all amendments, supplements, restatements and modifications thereof or thereto from time to time), and all of the goodwill of the business connected with the use of, and symbolized by, each such trademark;

(b) all licenses or similar arrangements of any of the foregoing, whether as licensee or licensor;

(c) all renewals of any of the foregoing;

(d) all income, royalties, damages, claims and payments now or hereafter due or payable with respect of any of the foregoing, including, without limitation, damages, claims, and payments for past and future infringements thereof;

(e) all rights to xxx for past, present, and future infringements of any of the foregoing, including the right to settle suits involving claims and demands for royalties owing;

(f) all rights corresponding to any of the foregoing throughout the world; and

(g) all products and proceeds of any of the foregoing.

2. Miscellaneous. This security interest is granted in conjunction with the Liens granted to Secured Party pursuant to the Security Agreement. Debtor does hereby further acknowledge and affirm that the rights and remedies of Secured Party respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement and the Credit Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  The terms and provisions hereof are in addition to, and not in limitation of or limited by, those of the Security Agreement, the Credit Agreement and the other Credit Documents.  The attached Schedule 1 is incorporated herein by reference for all purposes.  Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Credit Agreement. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION, THE UNITED STATES TRADEMARK LAWS.  This Agreement shall be binding upon Debtor, and the trustees, receivers, successors and assigns of Debtor, including all successors in interest of Debtor in and to all or any part of the Trademark Collateral, and shall benefit Secured Party and its successors and assigns.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  The section headings appearing in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatever in construing the terms and provisions of this Agreement.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement to be duly executed by their respective officers thereunto as of the date first set forth above.

	“Debtor”
	MOUNTAIN VALLEY SPRING COMPANY, LLC, an Arkansas limited liability company
	By:	/s/ X. X. SPEED, III
	Name:	X.X. Speed, III
	Title:	CEO
	“Secured Party”
	JPMORGAN CHASE BANK, N.A., a national banking association
	By:	/s/ KI XXXXX
	Name:	Ki Xxxxx
	Title:	SVP

Attachment:
Schedule 1 - Trademarks

THE STATE OFARKANSAS		§
COUNTY OF GARLAND		§

This instrument is acknowledged before me on March 28, 2006, by Xxxxx X. Speed, III, Manager of Mountain Valley Spring Company, LLC, an Arkansas limited liability company, on behalf of said limited liability company.

	/s/ XXXXX X. XXXXXXXXXXX
	Notary Public in and for the State of Arkansas
	Printed Name:	Xxxxx X. Xxxxxxxxxxx
	My Commission Expires:		11/23/2015

THE STATE OF TEXAS		§
		§
COUNTY OF XXXXXX		§

This instrument was acknowledged before me on 3/30, 2006, by Ki Xxxxx, Senior Vice President of JPMorgan Chase Bank, N.A., a national banking association, on behalf of said association.

	/s/ XXXXXXX X. XXXXXXXX
	Notary Public in and for the State of Texas
	Printed Name:	Xxxxxxx X. Xxxxxxxx
	My Commission Expires:		04-21-2009

Schedule 1

MOUNTAIN VALLEY

STATE AND FEDERAL TRADEMARKS

March 28, 2006

ID		FILING DATE		YEAR		SERIAL NUMBER		REC DATE		REC NUMBER		OWNER OF XXXX		STATUS OF XXXX		DESCRIPTION OF XXXX
15		JUNE 19		1905		71008565		04/17/1906		0051448		MVW		LIVE 06/26/2006		MOUNTAIN VALLEY-STYLIZED FORM
6		OCT 25		1991		74215607		10/20/1992		1726069		MVW		LIVE		CONSIDER THE SOURCE
7		OCT 25		1991		74215606		09/01/1992		1712284		MVW		LIVE		CONSIDER THE SOURCE
4		NOV 4		1994		74594865		04/16/1996		1967953		MVW		LIVE		MOUNTAIN VALLEY
13		APRIL 7		1995		74857459		01/30/1996		1969792		MVW		LIVE		“WE BRING THE SPRING TO YOUR DOOR”
18		DEC 22		1995		ALABAMA		12/22/1995		106-643		CMW		LIVE 12/22/2015		CLEAR MOUNTAIN NATURAL SPRING WATER
8		FEB 16		1996		75059339		05/13/1997		2060830		MVW		LIVE		DISCOVER THE DIAMOND DIFFERENCE
3		JAN 4		1996		75040114		04/22/1997		2054448		MVW		LIVE		MOUNTAIN VALLEY SPRING
10		FEB 1		1999		75631025		01/04/2000		2306226		MVW		RENEWED 01/05/06		WOODLAND
2		AUG 10		1999		75772291		06/27/2000		2362179		MVW		LIVE		QUENCH YOUR INNER THIRST
9		MAY 15		2000		0		05/15/2010		TM00290094		MVW		RENEWED 05/15/05		ARKANSAS TRADEMARK - DIAMOND
5		FEB 29		2000		75931190		12/05/2000		2508100		MVW		LIVE		DO THE SPRING THING
12		SEPT 7		2001		78083058		06/18/2002		2582435		CMW		LIVE		CLEAR MOUNTAIN NATURAL SPRING WATER
16		APRIL 10		1996		75086804		03/27/1997		2064853		MVW		LIVE		NOTHING COULD BE FINER