EXHIBIT 10.22
AGREEMENT
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(Trademark)
THIS AGREEMENT (TRADEMARK), dated as of December 21, 1995 (this
"AGREEMENT"), between GENERAL MANUFACTURED HOUSING, INC., a Georgia
corporation ("BORROWER"), and FIRST SOURCE FINANCIAL LLP, an Illinois
registered limited liability partnership ("Lender");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to a Secured Credit Agreement of even date herewith
(together with all amendments and other modifications, if any, from time to time
thereafter made thereto, the "SECURED CREDIT AGREEMENT"), between Borrower and
Lender, Lender has extended Commitments to make Loans to Borrower; and
WHEREAS, in connection with the Secured Credit Agreement, Borrower has
executed and delivered a Security Agreement, dated as of the date hereof
(together with all amendments and other modifications, if any, from time to time
thereafter made thereto, the "SECURITY AGREEMENT"); and
WHEREAS, as a condition precedent to the making of the initial Loans under
the Secured Credit Agreement, Borrower is required to execute and deliver this
Agreement and to grant to Lender a continuing security interest in all of the
Trademark Collateral (as defined below) to secure all Liabilities; and
WHEREAS, Borrower has duly authorized the execution, delivery and
performance of this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in order to induce Lender to make Loans (including
the initial Loans) to Borrower pursuant to the Secured Credit Agreement,
Borrower agrees, for the benefit of Lender, as follows:
SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided or provided by reference in the Security
Agreement.
SECTION 2. Grant of Security Interest. For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, to secure all of
the Liabilities, Borrower does hereby mortgage, pledge and assign to Lender, and
grant to Lender a continuing security interest in, all of the following property
(the "TRADEMARK COLLATERAL"), whether now or hereafter owned, acquired or
existing:
(a) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade dress, service marks,
certification marks, collective marks, logos, other sources of business
identifiers, prints and labels on which any of the foregoing have appeared
or appear, designs and general intangibles of a like nature (each of the
foregoing items in this clause (a) being called a "TRADEMARK"), now
existing anywhere in the world or hereafter adopted or acquired, whether
currently in use or not, all registrations and
recordings thereof and all applications in connection therewith, whether
pending or in preparation for filing, including registrations, recordings
and applications in the United States Patent and Trademark Office or in any
office or agency of the United States of America or any State thereof or
any foreign country, including those referred to in Item A of Attachment 1
hereto;
(b) all Trademark licenses, including each Trademark license referred
to in Item B of Attachment 1 hereto;
(c) all reissues, extensions or renewals of any of the items
described in CLAUSES (A) and (B);
(d) all of the goodwill of the business connected with the use of,
and symbolized by the items described in clauses (a) and (b); and
(e) all proceeds of, and rights associated with, the foregoing,
including any claim by Borrower against third parties for past, present or
future infringement or dilution of any Trademark, Trademark registration,
or Trademark license, including any Trademark, Trademark registration or
Trademark license referred to in Item A and Item B of Attachment 1 hereto,
or for any injury to the goodwill associated with the use of any Trademark
or for breach or enforcement of any Trademark license.
SECTION 3. Security Agreement. This Agreement has been executed and
delivered by Borrower for the purpose of registering the security interest of
Lender in the Trademark Collateral with the United States Patent and Trademark
Office and corresponding offices in other countries of the world. The security
interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to Lender under the Security
Agreement. The Security Agreement (and all rights and remedies of Lender
thereunder) shall remain in full force and effect in accordance with its terms.
SECTION 4. Release of Security Interest. Upon payment in full of all
Liabilities and the termination of all Commitments, Lender shall, at Borrower's
expense, execute and deliver to Borrower all instruments and other documents as
may be necessary or proper to release the lien on and security interest in the
Trademark Collateral which has been granted hereunder.
SECTION 5. Acknowledgment. Borrower does hereby further acknowledge and
affirm that the rights and remedies of Lender with respect to the security
interest in the Trademark Collateral granted hereby are more fully set forth in
the Security Agreement, the terms and provisions of which (including the
remedies provided for therein) are incorporated by reference herein as if fully
set forth herein.
SECTION 6. Related Document, etc. This Agreement is a Related Document
executed pursuant to the Secured Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions of the Secured Credit Agreement.
SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.
[remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.
GENERAL MANUFACTURED HOUSING, INC.,
a Georgia corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Its: President
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
FIRST SOURCE FINANCIAL LLP,
an Illinois registered limited
liability partnership
By: First Source Financial, Inc.,
a Delaware corporation, its
Agent/Manager
By: /s/ ▇▇▇▇▇▇ ▇. Szarkowica, Jr.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Its: Vice President
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a notary public in and for said County, in the
State of aforesaid, DO HEREBY CERTIFY that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. personally
known to me to be a Vice President of General Manufactured Housing, Inc., a
Georgia corporation, and personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that he/she signed and delivered the said instrument as Vice
President of said corporation, pursuant to authority, given by the Board of
Directors of said corporation as such person's free and voluntary act, and as
the free and voluntary act and deed of said corporation, for the uses and
purposes therein set forth.
GIVEN under my hand and notarial seal this 21st day of December, 1995.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
My Commission Expires:
stamped
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STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a notary public in and for said County, in the State
of aforesaid, DO HEREBY CERTIFY that ▇▇▇▇ ▇. ▇▇▇▇▇ personally known to me to be
a President of First Source Financial, Inc., a Delaware corporation and the
agent/manager of First Source Financial LLP, an Illinois registered limited
liability partnership, and personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in
person and acknowledged that he/she signed and delivered the said instrument as
President of said corporation, pursuant to authority, given by the Board of
Directors of said corporation as such person's free and voluntary act, and as
the free and voluntary act and deed of said corporation, for the uses and
purposes therein set forth.
GIVEN under my hand and notarial seal this 21st day of December, 1995.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
My Commission Expires:
stamped
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ATTACHMENT 1
to
Agreement
(Trademark)
Item A. Trademarks
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Registered Trademarks
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*Country Trademark Registration No. Registration Date
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U.S.A "Jaguar Homes 1994 . . . S-13,433 3/11/94
the Year of the Cat"
Pending Trademark Applications
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* Country Trademark Serial No. Filing Date
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NONE
Trademark Applications in Preparation
Expected Products/
* Country Trademark Docket No. Filing Date Services
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NONE
Item B. Trademark Licenses
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* Country or Effective Expiration
Terrritory Trademark Licensor Licensee Date Date
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NONE