EXHIBIT 10.5
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of January 30,
2004 (the "Effective Date") by and between Centex Corporation, a corporation
organized under the laws of the State of Nevada ("Centex"); Eagle Materials Inc.
(formerly known as Centex Construction Products, Inc., or "CXP"), a corporation
organized under the laws of the State of Delaware ("Eagle"); and Centex
Materials, LLC, a limited liability company organized under the laws of the
state of Delaware ("CM"). Centex, Eagle and CM are sometimes hereinafter
referred to collectively as the "Parties."
WHEREAS, CXP was a wholly-owned subsidiary of Centex prior to
completing an initial public offering of 51% of its common stock on April 19,
1994; and
WHEREAS, in connection with the initial public offering, Centex and CXP
entered into a Trademark License Agreement dated April 19, 1994 (the
"Predecessor Agreement") pursuant to which Centex licensed the use of the CENTEX
trademark and certain other trademarks owned by Centex to CXP, and which remains
in full force and effect; and
WHEREAS, CXP and Centex entered into an Agreement and Plan of Merger
with ARG Merger Corporation dated as of July 21, 2003 (the "Merger Agreement"),
pursuant to which a portion of the shares of CXP's common stock owned by Centex
will be exchanged for an equal number of shares of CXP Class B Common Stock, the
purpose of which is to facilitate the tax-free distribution by Centex to its
stockholders of its approximately 65% equity ownership interest in CXP; and
WHEREAS, CXP and Centex also entered into a Distribution Agreement
dated as of July 21, 2003 (the "Distribution Agreement") pursuant to which (i)
CXP will pay a cash dividend to all of the holders of CXP's common stock
immediately prior to the reclassification and distribution; (ii) Centex will
distribute all of its holdings of CXP Class B Common Stock and all of its
holdings of CXP's common stock to Centex's stockholders on a pro rata basis; and
(iii) CXP changed its corporate name to Eagle Materials, Inc.; and
WHEREAS, Eagle and Centex mutually desire to terminate the Predecessor
Agreement; and
WHEREAS, as a related company of Centex, CXP used certain trademarks in
connection with its business, and the Parties desire to enter into this
Agreement to govern the continued use of those trademarks after the termination
of the Predecessor Agreement and the transactions described above.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Parties hereby agree as follows:
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 1 of 9
1. DEFINITIONS
1.1 "Centex Materials Marks" means the combined term "Centex Materials"
and the marks set forth in Exhibit 1.1 hereto.
1.2 "CXP Domain Name" means xxx.xxxxxx-xxx.xxx.
1.3 "Domain Names" means the domain names set forth in Exhibit 1.2
hereto and any other domain names that incorporate the Licensed Marks and are
owned by Centex.
1.4 "Eagle Business" means each and every business conducted at any
time prior to, on or after the Effective Date by Eagle, CXP or any current or
future Subsidiary of Eagle, whether or not such Subsidiary is a subsidiary of
Eagle as of the Effective Date.
1.5 "Eagle Group" means Eagle, CXP and each entity that is a current or
future Subsidiary of Eagle, whether or not such Subsidiary is a subsidiary of
Eagle as of the Effective Date.
1.6 "Eagle Marks" means the marks set forth in Exhibit 1.5 hereto.
1.7 "Licensed Marks" means the marks set forth in Exhibit 1.6 hereto.
1.8 "Subsidiary" means, with respect to any entity, (i) any corporation
of which at least fifty percent (50%) of the securities, or fifty percent (50%)
of other ownership interests, or at least fifty percent (50%) of the ordinary
voting power are directly or indirectly owned or controlled by such entity or
its Subsidiaries; (ii) any partnership of which such entity or one of its
Subsidiaries is a general partner or as to which such entity or its Subsidiaries
are entitled to receive at least fifty percent (50%) of the assets upon the
liquidation thereof; or (iii) any limited liability company of which such entity
or one of its Subsidiaries is a manager or is entitled to exercise management
rights over the conduct of the business of such limited liability company, or as
to which such entity or its Subsidiaries are entitled to receive at least fifty
percent (50%) of the assets upon the liquidation thereof.
2. THE PREDECESSOR AGREEMENT
2.1 The Predecessor Agreement shall terminate automatically upon the
Effective Date, and Eagle hereby waives the right to receive the notice required
by Paragraph 1.b. of the Predecessor Agreement.
2.2 Notwithstanding Paragraphs 9 and 10 of the Predecessor Agreement,
Eagle shall have the right to continue use of the trademarks that were the
subject of the Predecessor Agreement for a period of six (6) months after the
Effective Date. However, Eagle agrees (i) not to order after the Effective Date
any additional supplies and documents which have imprinted thereon the
trademarks that were the subject of the Predecessor Agreement; and (ii) as soon
as practicable during said six-month period, to
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 2 of 9
remove all signs and identifiers used in the Eagle Business that refer to
Centex, except as provided in Section 3 below.
2.3 Eagle acknowledges and agrees that six months after the Effective
Date, it can no longer use or display the name "Centex" or any variations
thereof, or other trademarks, tradenames, logos or identifiers using the name
"Centex" or otherwise owned by or licensed to Centex which have not been
assigned or licensed to Eagle without the prior written consent of Centex.
However, nothing contained in this Agreement shall prevent Eagle from using the
"Centex" name in public filings with governmental authorities, materials
intended for distribution to Eagle stockholders, or any other communication in
any medium which describes the current or former relationship between Centex,
CXP and/or Eagle.
3. THE CENTEX MATERIALS MARKS
3.1 License Grant. Centex hereby grants to CM, and CM hereby accepts, a
non-sublicensable, exclusive, perpetual, and royalty-free license to use the
Centex Materials Marks in connection with its ready-mix concrete and aggregates
operations within the State of Texas, subject to the limitations set forth in
this Agreement. The grant of the license hereunder to the Centex Materials Marks
is non-transferable and non-assignable, except that CM may transfer and/or
assign the license to a Subsidiary that is the surviving company of a merger,
reorganization or consolidation with CM or another Subsidiary of the Eagle
Group. Except as expressly set forth herein, no rights or licenses are granted
to CM by Centex with respect to any other trademark, service xxxx, and/or trade
name other than the Centex Materials Marks.
3.2 Ownership. CM acknowledges that Centex owns the Centex Materials
Marks and all rights therein and that nothing in this Agreement shall give CM
any right, title or interest in or to the Centex Materials Marks other than
pursuant to the license granted hereby.
3.3 No Challenge. CM agrees that it will do nothing inconsistent with
Centex's ownership of the Centex Materials Marks and shall not claim adversely
to Centex, or assist any third party in attempting to claim adversely to Centex,
with regards to such ownership. CM agrees that it will not challenge the title
of Centex to the Centex Materials Marks, oppose any registration thereof, or
challenge the validity of this Agreement or the licenses granted herein.
3.4 Maintenance. All costs associated with maintaining or renewing the
Centex Materials Marks shall be borne by CM. CM, in its discretion, shall have
the sole authority to decide whether to maintain and renew registrations for the
Centex Materials Marks. At CM's request and cost, Centex shall cooperate with CM
and shall in general take such actions as are necessary to facilitate the
maintenance and renewal of the Centex Materials Marks, including timely
executing all documents necessary to do so, including without limitation powers
of attorney, declarations, and affidavits. CM shall provide Centex any
reasonably required information requested by Centex to facilitate its timely
execution of such documents.
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 3 of 9
3.5 Quality Control.
(a) CM and Centex acknowledge and agree that Centex is intimately
familiar with CM's abilities and expertise in the manufacture of readymix
concrete and aggregates (including without limitation sand, gravel and other
like material).
(b) CM agrees that all goods sold under the Centex Materials Marks will
be of high quality, standard and skill. CM and Centex acknowledge and agree that
due to the longstanding close working relationship between them, the fact that
officer(s) of Centex are on Eagle's Board of Directors, and given the high
degree of Centex's familiarity with CM's abilities and expertise in the conduct
of its business, Centex is entitled to rely upon CM's own efforts to control the
quality of the goods and services offered under the Centex Materials Marks.
(c) Notwithstanding the foregoing, Centex shall have the right to
impose on CM, as necessary, other specifications or requirements not provided
for in this Agreement to ensure the requisite quality standards with respect to
products manufactured or sold by CM that display the Centex Materials Marks.
Further, CM shall, on reasonable request and notice from Centex, make available
to CM samples of goods or materials displaying the Centex Materials Marks.
3.6 Protection; enforcement.
(a) CM shall promptly notify Centex of any and all infringements,
imitations, simulations or other illegal use or misuse of the Centex Materials
Marks that come to CM's attention. As the sole owner of the Centex Materials
Marks, Centex shall determine whether to take any action to prevent the
infringement, imitation, simulation or other illegal use or misuse of the Centex
Materials Marks.
(b) CM shall render Centex all reasonable assistance in connection with
any matter pertaining to the protection, enforcement or infringement of the
Centex Materials Marks, whether in the courts, administrative or quasi-judicial
agencies, or otherwise.
3.7 Termination. Centex shall have the right to terminate this license
upon the occurrence of one or more of the following: (a) any material breach by
CM of its obligations under this Agreement which remains uncured for thirty (30)
days or more following written notice of such breach from Centex, or (b) CM
abandons the use of the Centex Materials Marks, or provides notice to Centex of
its desire to terminate the license. Upon termination of the license, CM agrees
it shall immediately cease any and all use of the Centex Materials Marks.
4. THE LICENSED MARKS
4.1 License Grant. Centex hereby grants to Eagle, and Eagle hereby
accepts, an exclusive, perpetual, worldwide, royalty-free license to use the
Licensed Marks in connection with the Eagle Business, subject to the limitations
set forth in this Agreement. Eagle conducts the Eagle Business through the Eagle
Group. The grant of the license hereunder to the Licensed Marks (i) includes the
Eagle Group's right to use the Licensed
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 4 of 9
Marks in connection with the Eagle Business, and (ii) is transferable and
assignable except to the extent that any such transfer or assignment is
prohibited by the provisions of Section 4.5(b) of that certain Distribution
Agreement between Centex and Eagle dated November 4, 2003. Notwithstanding the
licenses granted herein and any of the provisions hereof, no rights or licenses
are granted to Eagle by Centex with respect to any other trademark, service
xxxx, and/or trade name other than the Licensed Marks.
4.2 Ownership. Eagle acknowledges that Centex owns the Licensed Marks
and all rights therein and that nothing in this Agreement shall give Eagle or
the Eagle Group any right, title or interest in or to the Licensed Marks other
than pursuant to the license granted hereby.
4.3 No Challenge. Eagle agrees that it will do nothing inconsistent
with Centex's ownership of the Licensed Marks and shall not claim adversely to
Centex, or assist any third party in attempting to claim adversely to Centex,
with regards to such ownership. Eagle agrees that it will not challenge the
title of Centex to the Licensed Marks, oppose any registration thereof, or
challenge the validity of this Agreement or the licenses granted herein.
4.4 Maintenance. All costs associated with maintaining or renewing the
Licensed Marks shall be borne by Eagle. Eagle, in its discretion, shall have the
sole authority to decide whether to maintain and renew registrations for the
Licensed Marks. At Eagle's request and cost, Centex shall cooperate with Eagle
and shall in general take such actions as are necessary to facilitate the
maintenance and renewal of the Licensed Marks, including timely executing all
documents necessary to do so, including without limitation all powers of
attorney, declarations and affidavits. Eagle shall provide Centex any reasonably
required information requested by Centex to facilitate its timely execution of
such documents.
4.5 No Liens. Centex represents and warrants that the Licensed Marks
are not currently encumbered by any liens, security interests, or any rights of
others; and further, Centex will not permit or allow the Licensed Marks to be
sold, transferred, assigned or encumbered in any way without the prior written
consent of Eagle.
4.6 Option to Purchase. After two (2) years from the Effective Date,
Eagle shall have the right to purchase any or all of the right, title and
interest in and to the Licensed Marks for a price to be mutually agreed to
between Eagle and Centex, such price to take into account the fact that Eagle
will already have the perpetual and exclusive right to use, maintain and enforce
the Licensed Marks pursuant to this Agreement.
4.7 Quality Control.
(a) Centex and Eagle acknowledge and agree that Centex is intimately
familiar with Eagle's abilities and expertise in the Eagle Business and the
manufacture of construction products, including without limitation cement,
clinker, readymix concrete, aggregates (i.e., sand, gravel and other like
material), paperboard and gypsum wallboard.
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 5 of 9
(b) Eagle agrees that all goods sold under the Licensed Marks will be
of high quality, standard and skill. Centex and Eagle acknowledge and agree that
due to the longstanding close working relationship between them, the fact that
officer(s) of Centex are on Eagle's Board of Directors, and given the high
degree of Centex's familiarity with Eagle's abilities and expertise in the Eagle
Business, Centex is entitled to rely upon Eagle's own efforts to control the
quality of the goods and services offered under the Licensed Marks.
(c) Notwithstanding the foregoing, Centex shall have the right to
impose on Eagle, as necessary, other specifications or requirements not provided
for in this Agreement to ensure the requisite quality standards with respect to
products manufactured or sold by Eagle that display the Licensed Marks. Further,
Eagle shall, on reasonable request and notice from Centex, make available to
Centex samples of goods or materials displaying the Licensed Marks.
4.8 Protection; Enforcement.
(a) In the event of any unauthorized application, registration, use or
infringement of or for the Licensed Marks by third parties, Eagle may institute
legal proceedings against such third parties, in its sole discretion and at its
own cost, and may retain any recovery obtained. Eagle may also, at any time,
without obtaining the consent or approval of Centex, request that any third
party cease and desist from any unauthorized use or infringement of any of the
Licensed Marks.
(b) Centex shall render all reasonable assistance to Eagle in
connection with any matter pertaining to the protection, enforcement or
infringement of the Licensed Marks, whether in the courts, administrative or
quasi-judicial agencies, or otherwise.
5. THE EAGLE MARKS
5.1 Ownership. Centex acknowledges and agrees that Eagle (or an Eagle
Group Subsidiary) owns all right, title and interest in and to the Eagle Marks,
and will do nothing inconsistent with the ownership of the Eagle Marks.
5.2 Unregistered marks; common law rights. Centex acknowledges and
agrees that Eagle (or an Eagle Group Subsidiary) may have developed common law
rights in certain unregistered marks in the conduct of the Eagle Business.
Centex hereby disclaims any and all right, title and interest that it may have
in and to such marks, if any.
6. DOMAIN NAMES
6.1 Right to Use. Centex hereby grants to Eagle, and Eagle hereby
accepts, an exclusive, perpetual, worldwide, royalty-free right to use the
Domain Names in connection with the Eagle Business, subject to the limitations
set forth in this Agreement. Eagle conducts the Eagle Business through the Eagle
Group. The rights hereunder to use the Domain Names include the Eagle Group's
right to use the Domain Names in connection with the Eagle Business.
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 6 of 9
6.2 CXP Domain Name. Centex shall maintain the registration for the CXP
Domain Name for a period of two (2) years following the Effective Date. Not
later than thirty (30) days following the Effective Date, Centex will take such
steps to ensure that the CXP Domain Name resolves to the new Eagle website.
Eagle agrees to provide Centex with the information necessary to do so. At the
end of the two-year period, Centex will no longer be obligated to maintain the
CXP Domain Name.
6.3 The Parties agree that the registration information for the CXP
Domain Name and the Domain Names shall list Centex as the Registrant of record;
however, Centex shall cause Eagle's designated person's contact information to
be listed as the Technical Contact and the Administrative Contact.
6.4 All costs associated with maintaining or renewing the CXP Domain
Name and Domain Names shall be borne by Eagle. Eagle, in its discretion, shall
have the sole authority to decide whether to maintain and renew registrations
for the Domain Names. At Eagle's request and cost, Centex shall cooperate with
Eagle and shall in general take such actions as are necessary to facilitate the
maintenance and renewal of the Domain Names. Eagle agrees to provide Centex with
any reasonably required information requested by Centex to maintain the Domain
Names.
6.5 Option to Purchase. After two (2) years from the Effective Date,
Eagle shall have the right to purchase all right, title and interest in and to
the Domain Names for a price to be mutually agreed to between Eagle and Centex,
such price to take into account the fact that Eagle will already have the
perpetual and exclusive right to use and maintain the Domain Names pursuant to
this Agreement.
7. GENERAL
7.1 Notices. All notices and other communications required or permitted
to be given hereunder shall be in writing and hand delivered or mailed by
registered or certified mail (return receipt requested) or sent by any means of
electronic message transmission with delivery confirmed (by voice or otherwise),
or by overnight courier service to the Parties at the following addresses (or at
such other addresses for a Party as shall be specified by like notice) and will
be deemed given on the date on which such notice is received:
If to Centex: Centex Corporation
0000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
Facsimile: 000-000-0000
Attn: Chief Legal Officer
If to Eagle: Eagle Materials Inc.
0000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
Facsimile: 000-000-0000
Attn: President
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 7 of 9
If to CM: Centex Materials, LLC
0000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
Facsimile: 000-000-0000
Attn: President
7.2 Entire Agreement. This Agreement constitutes the entire agreement
of the Parties with respect to the subject matter hereof, and to the extent that
this agreement is inconsistent with any prior agreement(s) between the Parties,
the terms of this agreement will control.
7.3 Amendment. This Agreement shall not be amended or otherwise
modified except by a written agreement dated subsequent to the date of this
Agreement and signed on behalf of Centex, CM and Eagle by their respective duly
authorized representatives.
7.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
7.5 Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and the Parties' respective successors and
assigns.
7.6 No Waiver. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative of
the waiving party.
7.7 Savings Clause. If any provision of this Agreement shall be held by
a court of competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
7.8 Further Assurances. The Parties agree to take such further action
and execute, deliver and/or file such documents or instruments as are necessary
to carry out the terms and purposes of this Agreement.
7.9 Section Headings. The section headings used in this Agreement are
intended for convenience only and shall not be deemed to supersede or modify any
provisions.
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 8 of 9
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
CENTEX CORPORATION EAGLE MATERIALS INC.
By: /S/ XXXXXXX X. XXXXXX By: /S/ XXXXX X. XXXXXX
----------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Executive Vice President Title: Executive Vice President &
General Counsel
CENTEX MATERIALS, LLC
By: /S/ XXXXXX X. XXXXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
TRADEMARK LICENSE AND DOMAIN NAME AGREEMENT Page 9 of 9
EXHIBIT 1.1
CENTEX MATERIALS MARKS
UNITED STATES
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
CENTEX MATERIALS, LP 1,968,670 April 16, 1996
[CENTEX MATERIALS LOGO] 1,932,900 November 7, 0000
XXXXXX XXXXXXX
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
[CENTEX MATERIALS LOGO] 2,044,516 October 11, 1996
TRADEMARK LICENSE AGREEMENT - EXHIBIT 1 Page 1 of 3
EXHIBIT 1.2
DOMAIN NAMES
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TRADEMARK LICENSE AGREEMENT - EXHIBIT 2 Page 2 of 3
EXHIBIT 1.5
EAGLE MARKS
UNITED STATES
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
FIRE-ROC (owner: Centex Construction U.S. Reg. No. April 2, 2002
Products, Inc. 2,555,028
N Design (owner: Nevada Cement Co.) Nevada State
[N DESIGN LOGO] Registration September 18, 1996
R REPUBLIC & Design (owner: Centex
Construction Products, Inc.)
[R REPUBLIC LOGO] 1,023,975 October 28, 1975
REPUBLIC FIBER COMPANY (owner:
Centex Construction Products, Inc.) 2,606,288 August 13, 2002
REPUBLIC 54 (owner: Centex
Construction Products, Inc.) 1,869,593 December 27, 1994
REPUBLIC GYPSUM (owner:
Centex Construction Products, Inc.) 971,145 October 23, 1973
REPUBLIC GYPSUM COMPANY (owner:
Centex Construction Products, Inc.) 2,627,276 October 1, 2002
REPUBLIC PAPERBOARD COMPANY
(owner: Centex Construction Products,
Inc.) 2,651,115 November 19, 2002
REPUBLIC PAPERBOARD COMPANY &
Design (owner: Centex Construction
Products, Inc.)
[REPUBLIC PAPERBOARD COMPANY LOGO] 2,616,542 September 10, 2002
Star Design (owner: Centex Construction
Products, Inc.)
[STAR DESIGN LOGO] 1,543,501 June 13, 1989
TEXAS-LEHIGH (owner: Texas-Lehigh
Cement Company, LP) 2,057,265 April 29, 0000
XXXXXXXXXXX (xxxxx: Centex
Construction Products, Inc.) 1,287,951 July 31, 1984
TRADEMARK LICENSE AGREEMENT - EXHIBIT 2 Page 1 of 1
EXHIBIT 1.6
LICENSED MARKS
UNITED STATES
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
AMERICAN GYPSUM 2,171,076 July 7, 1998
AQUABLOC 971,158 October 23, 1973
EAGLEROC 2,222,618 February 9, 1999
FIREBLOC 735,175 July 31, 1962
ILLINOIS CEMENT CO 2,023,201 December 17, 1996
ILLINOIS CEMENT CO. & DESIGN 2,023,266 December 17, 1996
[ILLINOIS CEMENT CO. LOGO]
M & DESIGN 1,973,081 May 7, 1996
[M & DESIGN LOGO]
XXXXXXX READYMIX, INC 2,023,202 December 17, 1996
MISC. DESIGN
[EAGLE LOGO] 2,213,119 December 22, 1998
MOUNTAIN CEMENT COMPANY 1,971,499 April 30, 1996
N & DESIGN (Nevada Cement Logo)
[N & DESIGN LOGO] 2,005,807 October 8, 1996
NEVADA CEMENT 2,023,203 December 17, 1996
SMOOTHROC 2,648,202 November 12, 2002
TL & Design
[TL & DESIGN LOGO] 2,004,137 October 1, 1996
WA & DESIGN
[WA & DESIGN LOGO] 1,973,080 May 7, 1996
WESTERN AGGREGATES 1,967,105 April 9, 1996
WISCONSIN CEMENT CO 2,023,200 December 17, 1996
WISCONSIN CEMENT CO. & Design
[WISCONSIN CEMENT CO. LOGO] 2,021,819 December 10, 1996
TRADEMARK LICENSE AGREEMENT - EXHIBIT 2 Page 1 of 2
CANADA
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
AMERICAN GYPSUM 542,536 Xxxxx 00, 0000
XXXXXXXX 542,533 Xxxxx 00, 0000
XXXXXXXX TMA544134 April 25, 2001
FIREBLOC 563,215 June 10, 2002
FIRE-BLOC 266,900 February 26, 1982
MISC. DESIGN
[EAGLE LOGO] XXX000000 April 25, 2001
EUROPEAN COMMUNITY
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
AQUABLOC XXX000000 Xxxxx 00, 0000
XXXXXX
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
AMERICAN GYPSUM 692,140 Xxxxx 00, 0000
XXXXXXXX 567,033 December 15, 1997
EAGLEROC 579,960 June 29, 1998
FIREBLOC 567,034 December 15, 1997
MISC. DESIGN
[EAGLE LOGO] 592,961 November 24, 1998
NEW MEXICO
XXXX REGISTRATION NO. REGISTRATION DATE
---- ---------------- -----------------
RIO GRANDE DRYWALL SUPPLY CO. TK99052001 May 20, 1999
TRADEMARK LICENSE AGREEMENT - EXHIBIT 2 Page 2 of 2
