EXHIBIT 10.44
EXECUTION VERSION
TRADEMARK SECURITY AGREEMENT
(SCHLOTZSKY'S FRANCHISOR, LLC)
This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of
December 29, 2003, is made by SCHLOTZSKY'S FRANCHISOR, LLC, a Delaware limited
liability company ("Pledgor"), in favor of NS ASSOCIATES I, LTD., a Texas
limited partnership ("Secured Party"), with reference to the following:
WHEREAS, DFW Restaurant Transfer Corp., a Texas corporation
("Borrower"), Schlotzsky's, Inc., a Texas corporation ("SI"), Pledgor and
Secured Party are parties to that certain Restructuring Agreement dated as of
the date hereof (the "Restructuring Agreement"), pursuant to which Borrower has
issued to Secured Party that certain amended and restated promissory note dated
as of December 15, 2003 (amending and restating that certain promissory note
dated August 30, 2002 issued by Borrower) in the original principal amount of
$23,268,000.00 (as so amended and restated, and as it may be amended, restated,
modified, replaced, renewed or extended, the "Note").
WHEREAS, in order to induce Secured Party to enter into the
Restructuring Agreement, Pledgor executed and delivered to Secured Party that
certain Continuing Guaranty, of even date herewith (the "Guaranty"), pursuant to
which Pledgor has guaranteed, among other things, the obligations of Borrower
owing under the Note, and, in connection with such Guaranty (and as security
therefor), Pledgor and Secured Party are parties to that certain Security
Agreement, dated as of even date herewith (as amended or otherwise modified from
time to time, the "Security Agreement"), pursuant to which Pledgor has granted
to Secured Party security interests in (among other things) all general
intangibles of Pledgor.
WHEREAS, pursuant to the Restructuring Agreement and the Security
Agreement, and as one of the conditions precedent to the willingness of Secured
Party to permit the restructuring of obligations pursuant to the terms set forth
in the Restructuring Agreement and related documents), Pledgor has agreed to
execute and deliver this Agreement to Secured Party for its filing, or the
filing of a memorandum with respect to this Agreement, with the PTO, and as
further evidence of and to effectuate Secured Party's existing security
interests in the trademarks and other general intangibles described herein.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which is hereby acknowledged, Pledgor hereby agrees in favor of Secured Party
as follows:
1. Definitions; Interpretation.
(a) Certain Defined Terms. Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed to them in the
Security Agreement (including by reference to the Restructuring Agreement and
related documents). As used in this Agreement, the following terms shall have
the following meanings:
"Agreement" has the meaning ascribed to such term in the preamble
hereto.
"Borrower" has the meaning ascribed to such term in the recitals to
this Agreement.
"Event of Default" means any Event of Default under the Security
Agreement.
"Guaranty" has the meaning ascribed to such term in the recitals to
this Agreement.
"Note" has the meaning ascribed to such term in the recitals to this
Agreement.
"Pledgor" has the meaning ascribed to such term in the preamble to
this 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
such term is defined in the UCC, 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 Pledgor,
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 Pledgor 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 Pledgor 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.
"Restructuring Agreement" has the meaning ascribed to such term in
the recitals to this Agreement.
"Secured Obligations" means, with respect to Pledgor, all
liabilities, obligations, or undertakings owing by Pledgor to Secured Party of
any kind or description arising out of or outstanding under, advanced or issued
pursuant to, or evidenced by the Guaranty, the Security Agreement, this
Agreement, or any of the other Note Documents, 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, costs, indemnities, fees (including attorneys fees),
and expenses (including interest, costs, indemnities, fees, and expenses that,
but for the provisions of the Bankruptcy Code, would have accrued irrespective
of whether a claim therefor is allowed) and any and all other amounts which
Pledgor is required to pay pursuant to any of the foregoing, by law, or
otherwise.
"Secured Party" has the meaning ascribed to such term in the
preamble to this Agreement, and includes its successors and assigns.
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"Security Agreement" has the meaning ascribed to such term in the
recitals to this Agreement.
"SI" has the meaning ascribed to such term in the recitals to 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 Texas.
"United States" and "U.S." each mean the United States of America.
"U.S. Trademark Collateral" means Trademark Collateral registered or
used in the United States.
"U.S. Trademarks" means Trademarks registered or used in the United
States.
(b) Terms Defined in UCC. Where applicable and except as
otherwise defined herein, terms used in this Agreement shall have the meanings
assigned to them in the UCC.
(c) Interpretation. Unless the context of this Agreement
clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the term "including" is not
limiting, and the term "or" has, except where otherwise indicated, the inclusive
meaning represented by the phrase "and/or." The words "hereof," "herein,"
"hereby," "hereunder," and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
Section, subsection, clause, schedule, and exhibit references are to this
Agreement unless otherwise specified. All of the exhibits or schedules attached
to this Agreement shall be deemed incorporated herein by reference. Any
reference in this Agreement or in any of the other Note Documents to this
Agreement or any of the other Note Documents shall include all alterations,
amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable
(subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements set forth therein). Any reference herein to the payment in full of
the Secured Obligations shall mean the payment in full in cash of all Secured
Obligations other than contingent indemnification Secured Obligations. Any
reference herein to any Person shall be construed to include such Person's
successors and assigns. Any requirement of a writing contained herein shall be
satisfied by the transmission of a Record and any Record transmitted shall
constitute a representation and warranty as to the accuracy and completeness of
the information contained therein. The captions and headings are for convenience
of reference only and shall not affect the construction of this Agreement.
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.
2. Security Interest.
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(a) Assignment and Grant of Security in respect of the Secured
Obligations. To secure the prompt payment and performance of the Secured
Obligations, Pledgor hereby grants, assigns, transfers and conveys to Secured
Party a continuing security interest in all of Pledgor'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"):
(i) all state (including common law) and federal
trademarks, service marks and trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress,
logos, 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 Pledgor, 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 xxxx, or other xxxx xxxxx to the filing
under applicable law of a verified statement of use (or the equivalent)
for such trademark or service xxxx) and all extensions or renewals
thereof, including without limitation any of the foregoing identified on
Schedule A hereto (as the same 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 xxx or bring opposition or
cancellation proceedings in Pledgor's name or in the name of 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 xxx
for past, present or future infringement or unconsented use of any
Trademarks and all rights arising therefrom and pertaining thereto;
(iii) all general intangibles related to or arising
out of any of the Trademarks and all the goodwill of Pledgor's business
symbolized by the Trademarks or associated therewith; and
(iv) all Proceeds of any and all of the foregoing.
(b) Continuing Security Interest. Pledgor 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 Security Agreement. This Agreement
shall be fully incorporated into the Security Agreement and all understandings,
agreements and provisions contained in the Security 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 Security Agreement.
(d) Licenses. Pledgor may grant licenses of the Trademark
Collateral in accordance with the terms of the Security Agreement.
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3. Further Assurances; Appointment of Secured Party as
Attorney-in-Fact. Pledgor at its expense shall execute and deliver, or cause to
be executed and delivered, to Secured Party any and all documents and
instruments, in form and substance reasonably satisfactory to Secured Party, and
take any and all action, which Secured Party, in the exercise of its 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 the U.S.
Trademark Collateral held by Secured Party and to accomplish the purposes of
this Agreement. If Pledgor refuses to execute and deliver, or fails timely to
execute and deliver, any of the documents it is requested to execute and deliver
by Secured Party in accordance with the foregoing, Secured Party shall have the
right, in the name of Pledgor, or in the name of Secured Party or otherwise,
with 3 Business Days' prior written notice to Pledgor (except after the
occurrence and during the continuation of an Event of Default, during which
period no such notice shall be required), and Pledgor hereby irrevocably
constitutes and appoints Secured Party (and any of Secured Party's officers or
employees or agents designated by Secured Party) as Pledgor's true and lawful
attorney-in-fact with full power and authority, (i) to sign the name of Pledgor
on all or any of such documents or instruments and perform all other acts that
Secured Party in the exercise of its discretion deems necessary in order to
perfect or continue the perfection of, maintain the priority or enforceability
of or provide notice of the security interest in the U.S. Trademark Collateral
held by Secured Party, and (ii) to execute any and all other documents and
instruments, and to perform any and all acts and things for and on behalf of
Pledgor, which Secured Party, in the exercise of its discretion, may deem
necessary or advisable to maintain, preserve and protect the U.S. Trademark
Collateral and to accomplish the purposes of this Agreement, including (A) after
the occurrence and during the continuance of any Event of Default, to defend,
settle, adjust or institute any action, suit or proceeding with respect to any
U.S. Trademark Collateral, (B) after the occurrence and during the continuation
of any Event of Default, to assert or retain any rights under any license
agreement for any of any U.S. Trademark Collateral, and (C) after the occurrence
and during the continuance of any Event of Default, to execute any and all
applications, documents, papers and instruments for Secured Party to use any
U.S. Trademark Collateral, to grant or issue any exclusive or non-exclusive
license with respect to any material U.S. Trademark Collateral, and to assign,
convey or otherwise transfer title in or dispose of the U.S. 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; provided that the foregoing power of
attorney shall terminate when all of the Secured Obligations have been fully and
finally paid in full and performed.
4. Representations and Warranties. Pledgor represents and warrants
to Secured Party, in each case to the best of its knowledge, information, and
belief, as follows:
(a) No Other Trademarks. Schedule A sets forth a true and
correct list of all of Pledgor's existing U.S. 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
Pledgor.
(b) Trademarks Subsisting. Each of Pledgor's U.S. Trademarks
listed in Schedule A is subsisting and has not been adjudged invalid or
unenforceable, in whole or in part,
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and, to the best of Pledgor's knowledge, each of the U.S. Trademarks set forth
on Schedule A is valid and enforceable.
(c) Ownership of Trademark Collateral; No Violation. (i)
Pledgor has rights in and good and defensible title to the U.S. Trademark
Collateral, (ii) Pledgor is the sole and exclusive owner of the U.S. Trademark
Collateral, free and clear of any Liens and rights of others (other than the
Existing Liens and licenses permitted pursuant to the Security Agreement),
including licenses, registered user agreements and covenants by Pledgor not to
xxx third persons, and (iii) with respect to any U.S. Trademarks for which
Pledgor is either a licensor or a licensee pursuant to a license or licensing
agreement regarding such U.S. Trademark, each such license or licensing
agreement is in full force and effect, Pledgor is not in material default of any
of its obligations thereunder and, (A) other than the parties to such licenses
or licensing agreements, or (B) in the case of any non-exclusive license or
license agreement entered into by Pledgor or any such licensor regarding such
U.S. Trademark, the parties to any other such non-exclusive licenses or license
agreements entered into by Pledgor or any such licensor with any other Person,
no other Person has any rights in or to any of the U.S. Trademark Collateral.
(d) No Infringement. To the best of Pledgor's knowledge, (i)
no material infringement or unauthorized use presently is being made of any of
the U.S. Trademark Collateral by any Person, and (ii) the past, present, and
contemplated future use of the U.S. Trademark Collateral by Pledgor has not,
does not and will not infringe upon or violate any right, privilege, or license
arrangement of or with any other Person or give such Person the right to
terminate any such license arrangement.
(e) Powers. Pledgor has the unqualified right, power and
authority to pledge and to grant to Secured Party security interests in the U.S.
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. So long as any of the Secured Obligations remain
unsatisfied, Pledgor agrees: (i) that it will comply in all material respects
with all of the covenants, terms and provisions of this Agreement, and (ii) that
it will promptly give Secured Party written notice of the occurrence of any
event that could have a material adverse effect on any of the U.S. Trademarks
and the U.S. Trademark Collateral, including any petition under any
bankruptcy-related laws filed by or against any licensor (other than a
Franchisee) of any of the U.S. Trademarks for which Pledgor is a licensee.
6. Future Rights. For so long as any of the Secured Obligations
shall remain outstanding, or, if earlier, until Secured Party shall have
released or terminated, in whole but not in part, its interest in the Trademark
Collateral, if and when Pledgor 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 Pledgor shall give to Secured Party prompt
notice thereof. Pledgor shall do all things reasonably deemed necessary by
Secured Party in the exercise of its discretion to ensure the validity,
perfection, priority and enforceability of the security interests of Secured
Party in any future acquired U.S. Trademark Collateral. If Pledgor refuses to
execute and deliver, or fails timely to execute and deliver, any of the
documents it is
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requested to execute and deliver by Secured Party in connection herewith,
Pledgor hereby authorizes Secured Party to modify, amend or supplement the
Schedules hereto and to re-execute this Agreement from time to time on Pledgor's
behalf and as its attorney-in-fact to include any future U.S. Trademarks which
are or become U.S. 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 Secured Party. Notwithstanding any provision contained
in this Agreement, Secured Party shall have no duty to exercise any of the
rights, privileges or powers afforded to it and shall not be responsible to
Pledgor or any other Person for any failure to do so or delay in doing so.
Except for the accounting for moneys actually received by Secured Party
hereunder or in connection herewith, Secured Party shall have no duty or
liability to exercise or preserve any rights, privileges or powers pertaining to
the Trademark Collateral.
8. Events of Default. The occurrence of any "Event of Default" under
the Security Agreement shall constitute an Event of Default hereunder.
9. Remedies. From and after the occurrence and during the
continuation of an Event of Default, Secured Party shall have all rights and
remedies available to it under the Security Agreement and applicable law (which
rights and remedies are cumulative) with respect to the security interests in
any of the Trademark Collateral. Pledgor hereby agrees that such rights and
remedies include the right of Secured Party as a secured party to sell or
otherwise dispose of the Trademark Collateral after default, pursuant to the
UCC. Pledgor hereby agrees that Secured Party shall at all times have such
royalty-free licenses, to the extent permitted by law, for any Trademark
Collateral that is reasonably necessary to permit the exercise of any of 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 Pledgor in which Secured Party has a security interest. In
addition to and without limiting any of the foregoing, upon the occurrence and
during the continuance of an Event of Default, Secured Party shall have the
right but shall in no way be obligated to bring suit, or to take such other
action as Secured Party, in the exercise of its discretion, deems necessary, in
the name of Pledgor or Secured Party, to enforce or protect any of the Trademark
Collateral, in which event Pledgor shall, at the request of Secured Party, do
any and all lawful acts and execute any and all documents required by Secured
Party necessary to such enforcement. To the extent that Secured Party shall
elect not to bring suit to enforce such Trademark Collateral, Pledgor, in the
exercise of its reasonable business judgment, agrees to use all reasonable
measures and its diligent efforts, whether by action, suit, proceeding or
otherwise, to prevent the infringement, misappropriation or violation 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 Pledgor and 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
Security Agreement.
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12. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas,
except to the extent that the validity or perfection of the security interests
hereunder in respect of the Trademark Collateral are governed by federal law, in
which case such choice of Texas law shall not be deemed to deprive Secured Party
of such rights and remedies as may be available under federal law.
13. Entire Agreement; Amendment. This Agreement and the other Note
Documents, together with the Schedules hereto and thereto, contains 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 to this Agreement.
Notwithstanding the foregoing, 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; Telefacsimile Execution. 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. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.
16. Security Agreement. Pledgor acknowledges that the rights and
remedies of Secured Party with respect to the security interest in the Trademark
Collateral granted hereby are more fully set forth in the Security Agreement and
the other Note Documents and all such rights and remedies are cumulative;
provided however that if there is any direct conflict between the provisions of
this Agreement and the provisions of the Security Agreement and the other Note
Documents, the provisions of this Agreement shall prevail.
17. No Inconsistent Requirements. Pledgor acknowledges that this
Agreement and the other Note Documents may contain covenants and other terms and
provisions variously stated regarding the same or similar matters, and Pledgor
agrees that all such covenants, terms and provisions are cumulative and all
shall be performed and satisfied in accordance with their respective terms;
provided, however, that if there is any direct conflict between the provisions
of this Agreement and the provisions of the Security Agreement and the other
Note Documents, the provisions of this Agreement shall prevail
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18. Termination. Upon the payment and performance in full in cash of
the Secured Obligations, this Agreement shall terminate, and Secured Party shall
execute and deliver such documents and instruments and take such further action
reasonably requested by Pledgor, at Pledgor's expense, as shall be necessary to
evidence termination of the security interest granted by Pledgor to Secured
Party hereunder, including cancellation of this Agreement by written notice from
Secured Party to the PTO.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.
SCHLOTZSKY'S FRANCHISOR, LLC, a
Delaware limited liability company
By: /s/ XXXXXXX X. XXXXXX
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
NS ASSOCIATES I, LTD.
BY: NS ASSOCIATES, INC., ITS GENERAL
PARTNER
By: /s/ XXXXXX XXXXXXXXX
------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
SCHEDULE A
U.S. Trademarks of Pledgor
SCHEDULE A TO TRADEMARK SECURITY AGREEMENT - U.S. TRADEMARKS
EXPIRATION APPLICATION APPLICATION
COUNTRY XXXX REGISTRATION NO. REGISTRATION DATE DATE NO. DATE CLASS NO.
------- ---- ---------------- ----------------- ----------- ------------ ----------- ---------
U.S. - TX BUN RUN 44636 3/12/1985 3/9/2005 42
U.S. - TX BEST BUNS IN TOWN 45936 2/3/1986 8/3/2006 42
U.S. - TX RUN YOUR BUNS OFF 44735 4/17/1985 3/9/2006 42
U.S. - TX Miscellaneous Design of Legged
Bun Running 44637 3/12/1985 3/9/2005 42
U.S.A. BUN RUN 1375154 12/10/1985 12/10/2005 526814 3/14/1985 41
U.S.A. A WHOLE WORLD OF FLAVORS IN
EVERY BITE 1385566 3/4/1986 3/4/2006 552444 8/8/1985 42
U.S.A. TOP BUN 2239445 4/13/1999 4/13/2005 75/244,484 2/20/1997 30
U.S.A. SCHLOTZSKY'S DELI 2235917 3/30/1999 3/30/2005 75/464,596 4/8/1998 42
U.S.A. SCHLOTZSKY'S and Design
(with color) 1252537 9/27/1983 9/27/2013 73/358,062 4/5/1982 42
U.S.A. SCHLOTZSKY'S 1775366 6/8/1993 6/8/2013 74/328,161 11/2/1992 29
U.S.A. AMERICA'S FAVORITE DELI (-) (-) (-) 76/496,513 3/10/2003 29
U.S.A. TOP BUN 1632660 1/22/1991 1/22/2011 73/733,357 6/9/1988 42
U.S.A. SCHLOTZSKY'S 1337033 5/21/1985 5/21/2005 505952 10/29/1984 30
U.S.A. BEST BUNS IN TOWN 1940035 12/5/1995 12/5/2005 74/622,354 1/17/1995 42
U.S.A. SCHLOTZSKY'S DELI and Design
(Home of the Original Logo) 2641418 10/29/2002 10/29/2012 75/464,796 4/8/1998 42
U.S.A. BAKED FRESH DAILY and Design 1528939 3/7/1989 3/7/2009 73/703,769 1/4/1988 42
U.S.A. SCHLOTZSKY 1147774 2/24/1981 2/24/2011 73/184,259 9/1/1978 30
U.S.A. TOP BUN 1632407 1/22/1991 1/22/2011 73/733,859 6/13/1988 25
U.S.A. SERIOUS PIZZA 1649784 7/2/1991 7/2/2011 74/046,166 4/5/1990 42
U.S.A. SCHLOTZSKY'S 1150687 4/7/1981 4/7/2011 73/184,241 9/1/1978 42
U.S.A. Miscellaneous Design of
Legged Bun Running 2044593 3/11/1997 3/11/2007 74/648,754 3/20/1995 41
U.S.A. RUN YOUR BUNS OFF 1956280 2/13/1996 2/13/2006 74/648,753 3/20/1995 41
U.S.A. FUNNY NAME. SERIOUS SANDWICH. 2041225 2/25/1997 2/25/2007 74/662,750 4/18/1995 42
U.S.A. DELI DOLLARS 2519873 12/18/2001 12/18/2011 76/196,877 1/19/2001 42
U.S.A. DELI DEAL 2522315 12/25/2001 12/25/2011 76/196,896 1/19/2001 42
U.S.A. COOL DELI 2496141 10/9/2001 10/9/2011 76/127,282 9/13/2000 42
U.S.A. COOL CLOUD (-) (-) (-) 76/451,349 9/17/2002 43*
U.S.A. EAT LOCALLY. CONNECT GLOBALLY 2734486 7/8/2003 7/8/2013 76/443197 8/23/1992 43
* Due to a reorganization of classifications, former Class 42 is now Class
43
12/29/03
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