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EXHIBIT 10.16
TRADEMARK SECURITY AGREEMENT
WHEREAS, ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇, INC., a Pennsylvania corporation
("Grantor"), owns the Trademarks, 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, Grantor, the lenders named therein ("Banks") and The First
National Bank of Boston, as agent for Banks ("Secured Party") are parties to a
Credit Agreement of even date herewith (as same may be amended and in effect
from time to time, the "Credit Agreement"), providing for extensions of credit
to be made to Grantor by Secured Party and the other Banks; and
WHEREAS, pursuant to the terms of the Borrower Security Agreement of
even date herewith (as said Agreement may be amended and in effect from time to
time, the "Security Agreement"), between Grantor and Secured Party, Grantor has
granted to Secured Party a security interest in certain assets of Grantor
including all right, title and interest of Grantor in, to and under all now
owned and hereafter acquired Trademarks (as defined in the Security Agreement),
Trademark registrations, Trademark applications and Trademark Licenses (as
defined in the Security Agreement), together with the goodwill of the business
symbolized by Grantor's Trademarks, and all proceeds thereof, to secure the
payment of all Obligations (as such term is defined in the Credit Agreement);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Secured Party 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 presently existing or hereafter created or acquired:
(1) each Trademark, Trademark registration and Trademark
application, 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) each Trademark License and all of the goodwill of the
business connected with the use of, and symbolized by, each Trademark
License, including, without limitation, each Trademark License
referred to in Schedule 1 annexed hereto; 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 SECURITY AGREEMENT - Page 1
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Trademark registrations issued with respect to the Trademark
applications referred 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 Secured Party pursuant to the Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of Secured Party with
respect to the security interest in the Trademark Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.
IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be duly executed by its duly authorized officer thereunto as of
the 31st day of January 1996.
Acknowledged:
GRANTOR: SECURED PARTY:
▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇, INC. THE FIRST NATIONAL BANK OF BOSTON,
as Agent
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Senior Vice President Title: Vice President
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TRADEMARK SECURITY AGREEMENT - Page 2
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ACKNOWLEDGMENT
STATE OF TEXAS
------------------------- )
)
COUNTY OF DALLAS )
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On the 31st day of January, 1996 before me personally appeared
___________________, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as Senior Vice President of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, Inc.
who being by me duly sworn, did depose and say that he is the Senior Vice
President of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, Inc., the corporation described in and
which executed the foregoing instrument; that the said instrument was signed on
behalf of said corporation by order of its Board of Directors; that he signed
his name thereto by like order; and that he acknowledged said instrument to be
the free act and deed of said corporation.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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{Seal} Notary Public
My commission expires: ▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ )
)
COUNTY OF SUFFOLK )
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On the 30th day of January, 1996 before me personally appeared ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, to me personally known or proved to me on the basis of
satisfactory evidence to be the person described in and who executed the
foregoing instrument as the _____________ of The First National Bank of Boston,
who being by me duly sworn, did depose and say that he is the of The First
National Bank of Boston, the bank described in and which executed the foregoing
instrument; that the said instrument was signed on behalf of said bank; that he
signed his name thereto by like order; and that he acknowledged said instrument
to be the free act and deed of said bank.
/s/ ▇▇▇▇ ▇▇▇▇▇
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{Seal} Notary Public
My commission expires: June 18, 1999
TRADEMARK SECURITY AGREEMENT - Page 3
