EXECUTION COPY
TRADEMARK SECURITY AGREEMENT
TRADEMARK SECURITY AGREEMENT, dated as of February 7, 2006, by RATHGIBSON,
INC., a Delaware corporation ("RathGibson"), RGCH HOLDINGS CORP., a Delaware
corporation ("Holdings") (RathGibson and Holdings are sometimes collectively
referred to herein as "Grantors" and individually as a "Grantor") in favor of
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as
Agent for Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof by and among Grantors, the Persons named therein as Credit Parties, Agent
and the Persons signatory thereto from time to time as Lenders (including all
annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "Credit Agreement"), Lenders have agreed
to make the Loans and to incur Letter of Credit Obligations for the benefit of
Grantors;
WHEREAS, Agent and Lenders are willing to make the Loans and to incur
Letter of Credit Obligations as provided for in the Credit Agreement, but only
upon the condition, among others, that each Grantor shall have executed and
delivered to Agent, for itself and the ratable benefit of Lenders, that certain
Security Agreement dated as of the date herewith (including all annexes,
exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "Security Agreement");
WHEREAS, pursuant to the Security Agreement, each Grantor is required to
execute and deliver to Agent, for itself and the ratable benefit of Lenders,
this Trademark Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:
1. Defined Terms. All capitalized terms used but not otherwise defined
herein have the meanings given to them in Annex A thereto to the Credit
Agreement.
2. Grant Of Security Interest In Trademark Collateral. Each Grantor
hereby grants to Agent, on behalf of itself and Lenders, a continuing first
priority security interest in all of such Grantor's right, title and interest
in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the "Trademark Collateral"):
(a) all of its Trademarks and Trademark Licenses to which it is a
party including those referred to on Schedule I hereto;
(b) all renewals, continuations or extensions of the foregoing;
(c) all goodwill of the business connected with the use of, and
symbolized by, each Trademark and each Trademark License; and
(d) all products and proceeds of the foregoing, including, without
limitation, any claim by such Grantor against third parties for past, present or
future (i) infringement, dilution, misappropriation, violation, or other
impairment of any Trademark or Trademark licensed under any
Trademark License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Trademark License.
3. Security Agreement. The security interests granted pursuant to this
Trademark Security Agreement are granted in conjunction with the security
interests granted to Agent, on behalf of itself and Lenders, pursuant to the
Security Agreement. Each Grantor hereby acknowledges and affirms that the rights
and remedies of Agent 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.
4. GRANTOR REMAINS LIABLE. Each Grantor hereby agrees that, anything
herein to the contrary notwithstanding, such Grantor shall assume full and
complete responsibility for the prosecution, defense, enforcement or any other
necessary or desirable actions in connection with their Trademarks and Trademark
Licenses subject to a security interest hereunder.
5. COUNTERPARTS. This Trademark Security Agreement may be executed in
any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a
single counterpart.
6. GOVERNING LAW. This Trademark Security Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
[signature page follows]
2
IN WITNESS WHEREOF, each Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
RATHGIBSON, INC.,
as a Grantor
By: /s/ Xxxxxx X. Xxxxxx
____________________
Name: Xxxxxx X. Xxxxxx
__________________
Title: President & CEO
_________________
RGCH HOLDINGS CORP.,
as a Grantor
By: /s/ Xxxxxxx Xxxxxxxxx
_____________________
Name: Xxxxxxx Xxxxxxxxx
___________________
Title: President
__________________
ACCEPTED AND ACKNOWLEDGED BY:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
By: /s/ Xxxx Cascade
________________
Name: Xxxx Cascade
______________
Title: Duly Authorized Signatory
Trademark Security Agreement
ACKNOWLEDGMENT OF RATHGIBSON, INC.
STATE OF WISCONSIN)
) ss.
COUNTY OF ROCK)
On this 3 day of February, 2006 before me personally appeared Xxxxxx X.
Xxxxxx, proved to me on the basis of satisfactory evidence to be the person who
executed the foregoing instrument on behalf of RathGibson, Inc., who being by me
duly sworn did depose and say that he is an authorized officer of said
corporation, that the said instrument was signed on behalf of said corporation
as authorized by its Board of Directors and that he acknowledged said instrument
to be the free act and deed of said corporation.
/s/ Xxxxx Xxxxx
_______________
Notary Public
Trademark Security Agreement
ACKNOWLEDGMENT OF RGCH HOLDINGS CORP.
STATE OF NEW YORK)
) ss.
COUNTY OF NEW YORK)
On this 6 day of February, 2006 before me personally appeared Xxxxxxx X.
Xxxxxxxxx, proved to me on the basis of satisfactory evidence to be the person
who executed the foregoing instrument on behalf of RGCH Holdings Corp., who
being by me duly sworn did depose and say that he is an authorized officer of
said corporation, that the said instrument was signed on behalf of said
corporation as authorized by its Board of Directors and that he acknowledged
said instrument to be the free act and deed of said corporation.
/s/ Xxxxxxx Xxx
_______________
Notary Public
Trademark Security Agreement
