Exhibit 10.7
SECOND AMENDMENT TO
TRADEMARK, PATENT AND INDUSTRIAL DESIGNS SECURITY AGREEMENT
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THIS SECOND AMENDMENT TO TRADEMARK, PATENT AND INDUSTRIAL DESIGNS
SECURITY AGREEMENT, dated November ___, 2007 (this "Second Amendment"), is made
between RONSON CORPORATION, a New Jersey corporation with its principal office
at Corporate Park III, Campus Drive, X.X. Xxx 0000, Xxxxxxxx, Xxx Xxxxxx 00000
("Ronson") and THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation,
having an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Lender").
WITNESSETH:
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Ronson, Ronson Consumer Products Corporation ("RCPC"), Ronson Aviation,
Inc. ("Ronson Aviation"), Ronson Corporation of Canada, Ltd. ("Ronson Canada"
and together with Ronson, RCPC and RAI, each a "Company" and collectively,
"Companies") and Lender are parties to that certain Financing Agreement, dated
July 31, 2006 (as amended, restated, supplemented or otherwise modified from
time to time, including as amended by the Fifth Amendment to Loan Agreement
(defined below), the "Loan Agreement"; capitalized terms used but not otherwise
defined herein or in the IP Security Agreement hereinafter identified shall have
the meanings ascribed thereto in the Loan Agreement). In accordance with the
terms of the Loan Agreement, Ronson executed and delivered to CIT that certain
Trademark, Patent and Industrial Designs Security Agreement dated as of July 31,
2006 (as it may be amended, restated, modified or supplemented from time to
time, the "IP Security Agreement"). The Companies and CIT are entering into that
certain Fifth Amendment to Loan Agreement dated the date hereof (the "Fifth
Amendment to Loan Agreement") and it is a condition precedent to the
effectiveness of the Fifth Amendment to Loan Agreement that the parties enter
into this Second Amendment, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in order to induce Lender to continue to extend credit
to the Companies, in consideration of the premises, the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Amendments.
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(a) Paragraph 2 of the IP Security Agreement is amended and restated in
its entirety as follows:
2. OBLIGATIONS SECURED.
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The security interests granted to Lender in this Agreement
shall secure the prompt and indefeasible payment and
performance of all Obligations (as defined in the Loan
Agreement).
(b) The last paragraph of Subparagraph 5.G. of the IP Security
Agreement is hereby deleted in its entirety.
(c) Subparagraph 6.F. of the IP Security Agreement is amended and
restated in its entirety as follows:
F. The security interest granted to Lender hereunder shall
terminate and the Collateral will be reassigned to Ronson, at
Ronson's sole expense, upon termination of the Loan Agreement
and indefeasible payment in full to Lender of all Obligations.
Lender will thereupon execute such release and other documents
as Ronson may
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reasonably request, at Ronson's sole expense, to evidence such
termination and reassignment.
3. Representations and Warranties. Ronson hereby represents and
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warrants to Lender that: (a) each representation and warranty of Ronson set
forth in the IP Security Agreement is true and correct on and as if made on this
date; (b) other than Permitted Encumbrances, there have been no liens,
encumbrances, security interests, or claims filed against or created in any of
the Collateral from July 31, 2006 to the date hereof, (c) except for the
Existing Default (as defined in the Fifth Amendment to Loan Agreement), no Event
of Default exists under the IP Security Agreement; and (d) each of this Second
Amendment and the IP Security Agreement, as amended hereby, are the legal, valid
and binding obligation of Ronson enforceable against it in accordance with their
terms.
4. Continuing Effect of Intellectual Property Security Agreement.
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Except as expressly amended and modified hereby, the provisions of the
Intellectual Property Security Agreement, are and shall remain in full force and
effect and are hereby ratified and confirmed.
5. Confirmation of Security Interest. As security for the payment or
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other satisfaction of the Obligations, Ronson hereby reconfirms the assignment
and grant of a continuing first priority (subject only to Permitted
Encumbrances) lien, charge and security interest in and to the Collateral,
whether now owned or hereafter acquired, created or arising and wherever
located, granted to CIT by Ronson under the IP Security Agreement. Ronson hereby
confirms and agrees that all such security interests and liens granted to CIT
under the IP Security Agreement continue in full force and effect and shall
continue to secure the Obligations. Nothing herein contained is intended to in
any way impair or limit the validity, priority and extent of Lender's existing
security interest in and liens upon the Collateral.
6. Counterparts. This Second Amendment may be executed in multiple
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counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument. Any signature
delivered by a party via facsimile shall be deemed to be an original signature
hereto.
[Signatures appear on following page]
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IN WITNESS WHEREOF, and intending to be legally bound hereby, Ronson
and Lender have executed this Second Amendment as of the day and year first
above written.
RONSON CORPORATION
By:____________________________________
Name: Xxxxx X. Xxxxxxx XX
Title: President and Chief Executive Officer
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:____________________________________
Name:
Title:
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STATE OF NEW JERSEY :
: ss.
COUNTY OF SOMERSET :
On this ____ day of November, 2007, before me personally came Xxxxx X.
Xxxxxxx XX, to me known, who being duly sworn, did depose and say, that he/she
is the President and Chief Executive Officer of Ronson Corporation, the
corporation described in and which executed the foregoing instrument; and that
he/she signed his/her name thereto by order of the Board of Directors of said
corporation.
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Notary Public
STATE OF NEW YORK :
: ss.
COUNTY OF NEW YORK :
On this ____ day of November, 2007, before me personally came
________________, to me known, who being duly sworn, did depose and say, that
he/she is the ____________ of The CIT Group/Commercial Services, Inc., the
corporation described in and which executed the foregoing instrument; and that
he/she signed his/her name thereto by order of the Board of Directors of said
corporation.
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Notary Public
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