EXHIBIT 5.3
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of December
10, 2004, executed by EMS TECHNOLOGIES, INC., a Georgia corporation (the
"Grantor"), in favor of SUNTRUST BANK, a Georgia banking corporation, as
Collateral Agent (the "Collateral Agent"), for the benefit of the Secured
Creditors (as defined below). Capitalized terms used in this Agreement shall
have the meanings set forth in the Security Agreement (as defined below) unless
specifically defined herein.
WITNESSETH:
WHEREAS, EMS Technologies, Inc., (the "Borrower"), the Lenders from time
to time party thereto (the "US Lenders") and SunTrust Bank, as Administrative
Agent (the "US Agent") are all party to the U.S. Revolving Credit Agreement (as
amended, restated, modified, extended, renewed, replaced, supplemented and/or
refinanced from time to time, the "US Credit Agreement"), dated as of the date
hereof pursuant to which, the US Lenders have agreed to establish a revolving
credit facility on behalf of the Borrower and to provide for the issuance of,
and participation in, letters of credit for the account of the Borrower;
WHEREAS, EMS Technologies Canada, Ltd. (the "Canadian Borrower"), the
Lenders from time to time party thereto (the "Canadian Lenders") and Bank of
America, National Association (Canada Branch), as Canadian Administrative Agent,
Canadian Funding Agent and Canadian Collateral Agent (the "Canadian Agent") are
all party to the Canadian Revolving Credit Agreement (as amended, restated,
modified, extended, renewed, replaced, supplemented and/or refinanced from time
to time, the "Canadian Credit Agreement") dated as of the date hereof pursuant
to which, the Canadian Lenders have agreed to establish a revolving credit
facility on behalf of the Canadian Borrower and to provide for the issuance of,
and participation in, letters of credit for the account of the Canadian
Borrower;
WHEREAS, the Borrower and its Subsidiaries may at any time and from time
to time enter into one or more Hedging Transactions with one or more US Lenders
or any Affiliate thereof (each such US Lender or Affiliate, even if the
respective US Lender subsequently ceases to be a US Lender under the US Credit
Agreement for any reason, in such capacity, together with its respective
successors and assigns, a "US Swap Provider");
WHEREAS, the Canadian Borrower and its Subsidiaries may at any time and
from time to time enter into one or more Hedging Transactions with one or more
Canadian Lenders or any Affiliate thereof (each such Canadian Lender or
Affiliate, even if the respective Canadian Lender subsequently ceases to be a
Canadian Lender under the Canadian Credit Agreement for any reason, in such
capacity, together with its respective successors and assigns, a "Canadian Swap
Provider" and together with the US Swap Provider, the "Swap Providers");
WHEREAS, the Grantor, the Borrower, and certain other affiliates of the
Borrower have entered into a Security Agreement (the "Security Agreement")
pursuant to which the Grantor has granted to the Collateral Agent, for the
benefit of the Secured Creditors, a continuing security interest in, among other
things, the Intellectual Property of the Grantor, including, without limitation,
(a) all of the Grantor's Trademarks (as herein defined), whether presently
existing or hereafter acquired or arising, or in which Grantor now has or
hereafter acquires rights and wherever located; (b) all of the Grantor's
Trademark Licenses (as herein defined), whether presently existing or hereafter
acquired or in which the Grantor now has or hereafter acquires rights and
wherever located; and (c) all products and proceeds of any of the foregoing, as
security for all of the Secured Obligations; and
WHEREAS, it is a condition precedent to the obligations of the US Agent,
the Issuing Bank (as defined in the US Credit Agreement), the Swingline Lender
(as defined in the US Credit Agreement) and the US Lenders (collectively the "US
Creditors") under the US Credit Agreement, to the obligations of the Canadian
Agent, the Issuing Bank (as defined in the Canadian Credit Agreement), the
Swingline Lender (as defined in the Canadian Credit Agreement), and the Canadian
Lenders (collectively, the "Canadian Creditors" and, together with the US
Creditors and the Swap Providers, the "Secured Creditors") under the Canadian
Credit Agreement and to the Swap Providers entering into the Hedging
Transactions that the Grantor grant to the Collateral Agent, for its benefit and
the benefit of Secured Creditors, a security interest in the Property (as
defined herein).
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. For purposes of this Agreement and in addition to terms defined
elsewhere in this Agreement, the following terms shall have the meanings herein
specified (such meaning to be equally applicable to both the singular and plural
forms of the terms defined):
"Trademark License" means any written agreement now or hereafter in
existence granting to the Grantor any right to use any Trademark,
including, without limitation, the agreements listed on Schedule I
attached hereto.
"Trademarks" means all of the following: (i) all trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos, other source or business
identifiers, prints and labels on which any of the foregoing have appeared
or appear, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof,
and all applications in connection therewith, including, without
limitation, registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof (except in any jurisdiction in which the
2
grant of a security interest in trademarks is prohibited and except for
any intent to use applications unless or until a statement of use or
amendment to assert use has been filed with the United States Patent and
Trademark Office), including, without limitation, those U.S. registrations
and applications for registration listed on Schedule I attached hereto,
together with all the rights, benefits and privileges derived therefrom
and the goodwill of the business symbolized thereby, (ii) all renewals
thereof and (iii) all proceeds of the foregoing.
2. As security for all of the Secured Obligations, the Grantor hereby
pledges, hypothecates, sets over and conveys a security interest to Collateral
Agent, for the benefit of the Secured Creditors, and does hereby grant to
Collateral Agent, for the benefit of the Secured Creditors, a continuing
security interest in, all of its right, title and interest in, to and under the
following (collectively, the "Property"):
(a) each Trademark now or hereafter owned by the Grantor or
in which the Grantor now has or hereafter acquires rights (other
than Trademark Licenses) and wherever located (except any
jurisdiction in which the grant of a security interest in trademarks
is prohibited) and the goodwill of the business of the Grantor
relating thereto or represented thereby, including, without
limitation, each U.S. registration and application for registration
of a Trademark referred to in Schedule I hereto; and
(b) each Trademark License now or hereafter held by the
Grantor or in which the Grantor now has or hereafter acquires
rights, to the extent each of the Trademark Licenses does not
prohibit the granting of a security interest in the rights
thereunder, and wherever located, including, without limitation, the
Trademark Licenses, if any, referred to in Schedule I hereto; and
(c) all products and proceeds of the foregoing, including,
without limitation, any claim by the Grantor against third parties
for past, present or future infringement of any Trademark or breach
of Trademark Licenses, if any, including, without limitation, any
Trademark or Trademark License referred to in Schedule I hereto.
Notwithstanding the foregoing or anything else contained in this Agreement to
the contrary, the grant set forth above shall not be effective as a transfer of
title to the Property unless and until the Collateral Agent exercises the rights
and remedies accorded to it under the Security Agreement and by law with respect
to the realization upon its security interest in the Property, and until such
time, the Grantor shall own, and may use and enjoy the Property in connection
with its business operations, and exercise all incidents of ownership,
including, without limitation, enforcement of its rights and remedies with
respect to the Property, but with respect to all Property being used in the
Grantor's business, including (without limitation) licensing or cross licensing
of the Property to others in connection with settlement of claims or
counterclaims
3
for infringement of intellectual property rights, but only in a manner
consistent with the preservation of the current substance, validity and
registration, and the security interest granted in, such Property, provided,
however, that the foregoing shall not impose an obligation on the Grantor to
continue to use any of the Property in the Grantor's business to the extent that
such Property is not necessary in the normal conduct of its business. The
Grantor agrees not to sell or assign its interest in, or grant any sublicense
under, the Property, except that the Grantor may sublicense the Property in the
ordinary course of the Grantor's businesses but only in a manner consistent with
the preservation of the current substance, validity and registration, and the
security interest granted in, such Property. Upon the exercise by the Collateral
Agent of the rights and remedies accorded to it under the Security Agreement and
by law with respect to the realization upon its security interest in the
Property, Grantor's ownership of the Collateral, in which a continuing security
interest under this paragraph has been granted to Collateral Agent, for the
benefit of the Secured Creditors, shall be terminated.
3. The Grantor does hereby further acknowledge and affirm that the
representations, warranties and covenants of the Grantor with respect to the
Property and the rights and remedies of the Collateral Agent with respect to the
security interest in and collateral assignment of the Property 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.
4. This Agreement shall terminate upon termination of the Security
Agreement. At any time and from time to time prior to such termination, the
Collateral Agent may, in accordance with the Security Agreement, terminate its
security interest in or reconvey to the Grantor any rights with respect to any
or all of the Property. Upon termination of this Agreement and following a
request from the Grantor, the Collateral Agent shall, at the expense of the
Grantor, execute and deliver to the Grantor all deeds, releases and other
instruments as the Grantor may reasonably request (but without recourse or
warranty by Collateral Agent or any Secured Creditor) in order to evidence such
termination.
5. If at any time before the termination of this Agreement in
accordance with Section 4, the Grantor shall obtain or acquire rights to any new
Trademark or Trademark License, the provisions of Section 2 shall automatically
apply thereto and the Grantor shall comply with the terms of the Security
Agreement with respect to such new Trademark or Trademark License. The Grantor
authorizes the Collateral Agent to modify this Agreement by amending Schedule I
to include any future Trademarks and Trademark Licenses covered by Section 2 or
by this Section 5.
6. The Grantor further agrees that (a) neither the Collateral Agent nor
any Secured Creditor shall have any obligation or responsibility to protect or
defend the Property and the Grantor shall at its own expense protect, defend and
maintain the same in accordance with the terms and conditions set forth in the
the Security Agreement and in accordance with its prudent business judgment, (b)
the Grantor shall forthwith advise the Collateral Agent promptly in writing upon
detection of infringements of any of the Property being used in the Grantor's
4
business and (c) if the Grantor fails to (i) comply with the requirements of the
preceding clause (a) with regard to the maintenance of any registered Property
or, (ii) with regard to infringements of or actions against any Property,
commence efforts to comply with the requirements of the preceding clause (a)
within thirty days after the Grantor gives notice of such infringement or action
to the Collateral Agent (or such shorter time determined by the Collateral Agent
if waiting thirty days would diminish the Collateral Agent's security interest
in or other rights in and to the Property), the Collateral Agent may do so in
the Grantor's name or in its own name, but in any case at the Grantor's expense,
and the Grantor hereby agrees to reimburse the Collateral Agent and the Secured
Creditors for all expenses, including attorneys' fees, incurred by the
Collateral Agent and the Secured Creditors in protecting, defending and
maintaining the Property.
7. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF GEORGIA, EXCEPT TO THE EXTENT THAT PERFECTION (AND THE EFFECT OF
PERFECTION AND NONPERFECTION) AND CERTAIN REMEDIES MAY BE GOVERNED BY THE LAWS
OF ANY JURISDICTION OTHER THAN GEORGIA.
[Signatures on following page]
5
IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.
EMS TECHNOLOGIES, INC.
By: _________________________________
Name: Xxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
Signed, sealed and delivered
this ___ day of __________, 2004
____________________________
Notary Public
____________________________
My Commission expires:
____________________________
Witness
____________________________
Witness
[Signature Page to Trademark Security Agreement]
Schedule I
to Trademark Security Agreement
PENDING AND REGISTERED U.S. TRADEMARKS
SERIAL/ FILING/
TRADEMARK REGISTRATION NO. REGISTRATION DATE STATUS
--------- ---------------- ----------------- ------
--------- ---------------- ----------------- ------
TRADEMARK LICENSES
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of December
10, 2004, executed by LXE, INC., a Georgia corporation (the "Grantor"), in favor
of SUNTRUST BANK, a Georgia banking corporation, as Collateral Agent (the
"Collateral Agent"), for the benefit of the Secured Creditors (as defined
below). Capitalized terms used in this Agreement shall have the meanings set
forth in the Security Agreement (as defined below) unless specifically defined
herein.
WITNESSETH:
WHEREAS, EMS Technologies, Inc., (the "Borrower"), the Lenders from time
to time party thereto (the "US Lenders") and SunTrust Bank, as Administrative
Agent (the "US Agent") are all party to the U.S. Revolving Credit Agreement (as
amended, restated, modified, extended, renewed, replaced, supplemented and/or
refinanced from time to time, the "US Credit Agreement"), dated as of the date
hereof pursuant to which, the US Lenders have agreed to establish a revolving
credit facility on behalf of the Borrower and to provide for the issuance of,
and participation in, letters of credit for the account of the Borrower;
WHEREAS, EMS Technologies Canada, Ltd. (the "Canadian Borrower"), the
Lenders from time to time party thereto (the "Canadian Lenders") and Bank of
America, National Association (Canada Branch), as Canadian Administrative Agent,
Canadian Funding Agent and Canadian Collateral Agent (the "Canadian Agent") are
all party to the Canadian Revolving Credit Agreement (as amended, restated,
modified, extended, renewed, replaced, supplemented and/or refinanced from time
to time, the "Canadian Credit Agreement") dated as of the date hereof pursuant
to which, the Canadian Lenders have agreed to establish a revolving credit
facility on behalf of the Canadian Borrower and to provide for the issuance of,
and participation in, letters of credit for the account of the Canadian
Borrower;
WHEREAS, the Borrower and its Subsidiaries may at any time and from time
to time enter into one or more Hedging Transactions with one or more US Lenders
or any Affiliate thereof (each such US Lender or Affiliate, even if the
respective US Lender subsequently ceases to be a US Lender under the US Credit
Agreement for any reason, in such capacity, together with its respective
successors and assigns, a "US Swap Provider");
WHEREAS, the Canadian Borrower and its Subsidiaries may at any time and
from time to time enter into one or more Hedging Transactions with one or more
Canadian Lenders or any Affiliate thereof (each such Canadian Lender or
Affiliate, even if the respective Canadian Lender subsequently ceases to be a
Canadian Lender under the Canadian Credit Agreement for any reason, in such
capacity, together with its respective successors and assigns, a "Canadian Swap
Provider" and together with the US Swap Provider, the "Swap Providers");
WHEREAS, the Grantor, the Borrower, and certain other affiliates of the
Borrower have entered into a Security Agreement (the "Security Agreement")
pursuant to which the Grantor has granted to the Collateral Agent, for the
benefit of the Secured Creditors, a continuing security interest in, among other
things, the Intellectual Property of the Grantor, including, without limitation,
(a) all of the Grantor's Trademarks (as herein defined), whether presently
existing or hereafter acquired or arising, or in which Grantor now has or
hereafter acquires rights and wherever located; (b) all of the Grantor's
Trademark Licenses (as herein defined), whether presently existing or hereafter
acquired or in which the Grantor now has or hereafter acquires rights and
wherever located; and (c) all products and proceeds of any of the foregoing, as
security for all of the Secured Obligations; and
WHEREAS, it is a condition precedent to the obligations of the US Agent,
the Issuing Bank (as defined in the US Credit Agreement), the Swingline Lender
(as defined in the US Credit Agreement) and the US Lenders (collectively the "US
Creditors") under the US Credit Agreement, to the obligations of the Canadian
Agent, the Issuing Bank (as defined in the Canadian Credit Agreement), the
Swingline Lender (as defined in the Canadian Credit Agreement), and the Canadian
Lenders (collectively, the "Canadian Creditors" and, together with the US
Creditors and the Swap Providers, the "Secured Creditors") under the Canadian
Credit Agreement and to the Swap Providers entering into the Hedging
Transactions that the Grantor grant to the Collateral Agent, for its benefit and
the benefit of Secured Creditors, a security interest in the Property (as
defined herein).
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. For purposes of this Agreement and in addition to terms defined
elsewhere in this Agreement, the following terms shall have the meanings herein
specified (such meaning to be equally applicable to both the singular and plural
forms of the terms defined):
"Trademark License" means any written agreement now or hereafter in
existence granting to the Grantor any right to use any Trademark,
including, without limitation, the agreements listed on Schedule I
attached hereto.
"Trademarks" means all of the following: (i) all trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos, other source or business
identifiers, prints and labels on which any of the foregoing have appeared
or appear, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof,
and all applications in connection therewith, including, without
limitation, registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof (except in any jurisdiction in which the
2
grant of a security interest in trademarks is prohibited and except for
any intent to use applications unless or until a statement of use or
amendment to assert use has been filed with the United States Patent and
Trademark Office), including, without limitation, those U.S. registrations
and applications for registration listed on Schedule I attached hereto,
together with all the rights, benefits and privileges derived therefrom
and the goodwill of the business symbolized thereby, (ii) all renewals
thereof and (iii) all proceeds of the foregoing.
2. As security for all of the Secured Obligations, the Grantor hereby
pledges, hypothecates, sets over and conveys a security interest to Collateral
Agent, for the benefit of the Secured Creditors, and does hereby grant to
Collateral Agent, for the benefit of the Secured Creditors, a continuing
security interest in, all of its right, title and interest in, to and under the
following (collectively, the "Property"):
(a) each Trademark now or hereafter owned by the Grantor or
in which the Grantor now has or hereafter acquires rights (other
than Trademark Licenses) and wherever located (except any
jurisdiction in which the grant of a security interest in trademarks
is prohibited) and the goodwill of the business of the Grantor
relating thereto or represented thereby, including, without
limitation, each U.S. registration and application for registration
of a Trademark referred to in Schedule I hereto; and
(b) each Trademark License now or hereafter held by the
Grantor or in which the Grantor now has or hereafter acquires
rights, to the extent each of the Trademark Licenses does not
prohibit the granting of a security interest in the rights
thereunder, and wherever located, including, without limitation, the
Trademark Licenses, if any, referred to in Schedule I hereto; and
(c) all products and proceeds of the foregoing, including,
without limitation, any claim by the Grantor against third parties
for past, present or future infringement of any Trademark or breach
of Trademark Licenses, if any, including, without limitation, any
Trademark or Trademark License referred to in Schedule I hereto.
Notwithstanding the foregoing or anything else contained in this Agreement to
the contrary, the grant set forth above shall not be effective as a transfer of
title to the Property unless and until the Collateral Agent exercises the rights
and remedies accorded to it under the Security Agreement and by law with respect
to the realization upon its security interest in the Property, and until such
time, the Grantor shall own, and may use and enjoy the Property in connection
with its business operations, and exercise all incidents of ownership,
including, without limitation, enforcement of its rights and remedies with
respect to the Property, but with respect to all Property being used in the
Grantor's business, including (without limitation) licensing or cross licensing
of the Property to others in connection with settlement of claims or
counterclaims
3
for infringement of intellectual property rights, but only in a manner
consistent with the preservation of the current substance, validity and
registration, and the security interest granted in, such Property, provided,
however, that the foregoing shall not impose an obligation on the Grantor to
continue to use any of the Property in the Grantor's business to the extent that
such Property is not necessary in the normal conduct of its business. The
Grantor agrees not to sell or assign its interest in, or grant any sublicense
under, the Property, except that the Grantor may sublicense the Property in the
ordinary course of the Grantor's businesses but only in a manner consistent with
the preservation of the current substance, validity and registration, and the
security interest granted in, such Property. Upon the exercise by the Collateral
Agent of the rights and remedies accorded to it under the Security Agreement and
by law with respect to the realization upon its security interest in the
Property, Grantor's ownership of the Collateral, in which a continuing security
interest under this paragraph has been granted to Collateral Agent, for the
benefit of the Secured Creditors, shall be terminated.
3. The Grantor does hereby further acknowledge and affirm that the
representations, warranties and covenants of the Grantor with respect to the
Property and the rights and remedies of the Collateral Agent with respect to the
security interest in and collateral assignment of the Property 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.
4. This Agreement shall terminate upon termination of the Security
Agreement. At any time and from time to time prior to such termination, the
Collateral Agent may, in accordance with the Security Agreement, terminate its
security interest in or reconvey to the Grantor any rights with respect to any
or all of the Property. Upon termination of this Agreement and following a
request from the Grantor, the Collateral Agent shall, at the expense of the
Grantor, execute and deliver to the Grantor all deeds, releases and other
instruments as the Grantor may reasonably request (but without recourse or
warranty by Collateral Agent or any Secured Creditor) in order to evidence such
termination.
5. If at any time before the termination of this Agreement in
accordance with Section 4, the Grantor shall obtain or acquire rights to any new
Trademark or Trademark License, the provisions of Section 2 shall automatically
apply thereto and the Grantor shall comply with the terms of the Security
Agreement with respect to such new Trademark or Trademark License. The Grantor
authorizes the Collateral Agent to modify this Agreement by amending Schedule I
to include any future Trademarks and Trademark Licenses covered by Section 2 or
by this Section 5.
6. The Grantor further agrees that (a) neither the Collateral Agent nor
any Secured Creditor shall have any obligation or responsibility to protect or
defend the Property and the Grantor shall at its own expense protect, defend and
maintain the same in accordance with the terms and conditions set forth in the
the Security Agreement and in accordance with its prudent business judgment, (b)
the Grantor shall forthwith advise the Collateral Agent promptly in writing upon
detection of infringements of any of the Property being used in the Grantor's
4
business and (c) if the Grantor fails to (i) comply with the requirements of the
preceding clause (a) with regard to the maintenance of any registered Property
or, (ii) with regard to infringements of or actions against any Property,
commence efforts to comply with the requirements of the preceding clause (a)
within thirty days after the Grantor gives notice of such infringement or action
to the Collateral Agent (or such shorter time determined by the Collateral Agent
if waiting thirty days would diminish the Collateral Agent's security interest
in or other rights in and to the Property), the Collateral Agent may do so in
the Grantor's name or in its own name, but in any case at the Grantor's expense,
and the Grantor hereby agrees to reimburse the Collateral Agent and the Secured
Creditors for all expenses, including attorneys' fees, incurred by the
Collateral Agent and the Secured Creditors in protecting, defending and
maintaining the Property.
7. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF GEORGIA, EXCEPT TO THE EXTENT THAT PERFECTION (AND THE EFFECT OF
PERFECTION AND NONPERFECTION) AND CERTAIN REMEDIES MAY BE GOVERNED BY THE LAWS
OF ANY JURISDICTION OTHER THAN GEORGIA.
[Signatures on following page]
5
IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.
LXE, INC.
By: ____________________________________
Name: Xxx X. Xxxxxx
Title: Treasurer and Assistant Secretary
Signed, sealed and delivered
this ___ day of __________, 2004
____________________________
Notary Public
____________________________
My Commission expires:
____________________________
Witness
____________________________
Witness
[Signature Page to Trademark Security Agreement]
Schedule I
to Trademark Security Agreement
PENDING AND REGISTERED U.S. TRADEMARKS
SERIAL/ FILING/
TRADEMARK REGISTRATION NO. REGISTRATION DATE STATUS
--------- ---------------- ----------------- ------
--------- ---------------- ----------------- ------
TRADEMARK LICENSES
