Attached files

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S-1/A - S-1/A - Mountain Valley Spring Coa2206635zs-1a.htm
EX-2.2 - EX-2.2 - Mountain Valley Spring Coa2206635zex-2_2.htm
EX-3.3 - EX-3.3 - Mountain Valley Spring Coa2206635zex-3_3.htm
EX-3.2 - EX-3.2 - Mountain Valley Spring Coa2206635zex-3_2.htm
EX-3.1 - EX-3.1 - Mountain Valley Spring Coa2206635zex-3_1.htm
EX-10.3 - EX-10.3 - Mountain Valley Spring Coa2206635zex-10_3.htm
EX-21.1 - EX-21.1 - Mountain Valley Spring Coa2206635zex-21_1.htm
EX-10.2 - EX-10.2 - Mountain Valley Spring Coa2206635zex-10_2.htm
EX-23.1 - EX-23.1 - Mountain Valley Spring Coa2206635zex-23_1.htm

Exhibit 10.4

 

TRADEMARK SECURITY AGREEMENT
(Mountain Valley Spring Company, LLC)

 

THIS TRADEMARK SECURITY AGREEMENT (“Agreement”), dated as of March 28, 2006, is by and between MOUNTAIN VALLEY SPRING COMPANY, LLC, an Arkansas limited liability company, whose address is 150 Central Avenue, (P.O. Box 1610), Hot Springs National Park, Arkansas 71902, and JPMORGAN CHASE BANK, N.A., a national banking association, whose address is 700 Lavaca, Austin, Texas 78701, Attention: Manager/Commercial Lending Group (“Secured Party”).

 

WHEREAS, Debtor and Secured Party have entered into that certain Credit Agreement (as amended, restated and supplemented from time to time,, the “Credit Agreement”) of even date herewith;

 

WHEREAS, Debtor and Secured Party have entered into a Pledge and Security Agreement of even date hereof (as said Security Agreement may be amended, restated, modified, supplemented and in effect from time to time, the “Security Agreement”), which sets forth in more detail certain terms and conditions relating to the matters agreed to herein;

 

WHEREAS, the Credit Agreement contemplates the execution of this Agreement by the parties hereto and the recordation of this Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.                                       Grant of Security Interest.  Debtor does hereby grant to Secured Party a continuing security interest in all of Debtor’s right, title, and interest in and to all of the following (all of the following being herein collectively referred to as the “Trademark Collateral”), whether presently existing or hereafter arising or acquired, to secure the payment of the Obligations (as defined in the Credit Agreement):

 

(a)                                  all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing, including, without limitation, each trademark listed on Schedule 1 attached hereto (and all amendments, supplements, restatements and modifications thereof or thereto from time to time), and all of the goodwill of the business connected with the use of, and symbolized by, each such trademark;

 

(b)                                 all licenses or similar arrangements of any of the foregoing, whether as licensee or licensor;

 

(c)                                  all renewals of any of the foregoing;

 

(d)                                 all income, royalties, damages, claims and payments now or hereafter due or payable with respect of any of the foregoing, including, without limitation, damages, claims, and payments for past and future infringements thereof;

 



 

(e)                                  all rights to sue for past, present, and future infringements of any of the foregoing, including the right to settle suits involving claims and demands for royalties owing;

 

(f)                                    all rights corresponding to any of the foregoing throughout the world; and

 

(g)                                 all products and proceeds of any of the foregoing.

 

2.                                       Miscellaneous. This security interest is granted in conjunction with the Liens granted to Secured Party pursuant to the Security Agreement. Debtor does hereby further acknowledge and affirm that the rights and remedies of Secured Party respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement and the Credit Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  The terms and provisions hereof are in addition to, and not in limitation of or limited by, those of the Security Agreement, the Credit Agreement and the other Credit Documents.  The attached Schedule 1 is incorporated herein by reference for all purposes.  Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Credit Agreement. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION, THE UNITED STATES TRADEMARK LAWS.  This Agreement shall be binding upon Debtor, and the trustees, receivers, successors and assigns of Debtor, including all successors in interest of Debtor in and to all or any part of the Trademark Collateral, and shall benefit Secured Party and its successors and assigns.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  The section headings appearing in this Agreement have been inserted for convenience only and shall be given no substantive meaning or significance whatever in construing the terms and provisions of this Agreement.

 

[Remainder of page left intentionally blank]

 



 

IN WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement to be duly executed by their respective officers thereunto as of the date first set forth above.

 

 

“Debtor”

 

 

 

 

MOUNTAIN VALLEY SPRING COMPANY, LLC, an Arkansas limited liability company

 

 

 

 

 

 

 

By:

/s/ J. B. SPEED, III

 

Name:

J.B. Speed, III

 

Title:

CEO

 

 

 

 

 

 

 

“Secured Party”

 

 

 

 

JPMORGAN CHASE BANK, N.A.,
a national banking association

 

 

 

 

 

 

 

By:

/s/ KI ALLEN

 

Name:

Ki Allen

 

Title:

SVP

 

Attachment:
Schedule 1 - Trademarks

 

THE STATE OFARKANSAS

 

§

 

 

 

COUNTY OF GARLAND

 

§

 

This instrument is acknowledged before me on March 28, 2006, by James B. Speed, III, Manager of Mountain Valley Spring Company, LLC, an Arkansas limited liability company, on behalf of said limited liability company.

 

 

/s/ ROBIN K. CHRISTENSEN

 

Notary Public in and for the State of Arkansas

 

 

 

Printed Name:

Robin K. Christensen

 

My Commission Expires:

11/23/2015

 



 

THE STATE OF TEXAS

 

§

 

 

§

COUNTY OF TRAVIS

 

§

 

This instrument was acknowledged before me on 3/30, 2006, by Ki Allen, Senior Vice President of JPMorgan Chase Bank, N.A., a national banking association, on behalf of said association.

 

 

/s/ CYNTHIA C. ALVARADO

 

Notary Public in and for the State of Texas

 

Printed Name:

Cynthia C. Alvarado

 

My Commission Expires:

04-21-2009

 


 

Schedule 1

 

MOUNTAIN VALLEY

 

STATE AND FEDERAL TRADEMARKS

 

March 28, 2006

 

ID

 

FILING
DATE

 

YEAR

 

SERIAL
NUMBER

 

REC
DATE

 

REC
NUMBER

 

OWNER OF
MARK

 

STATUS OF MARK

 

DESCRIPTION OF MARK

15

 

JUNE 19

 

1905

 

71008565

 

04/17/1906

 

0051448

 

MVW

 

LIVE 06/26/2006

 

MOUNTAIN VALLEY-STYLIZED FORM

6

 

OCT 25

 

1991

 

74215607

 

10/20/1992

 

1726069

 

MVW

 

LIVE

 

CONSIDER THE SOURCE

7

 

OCT 25

 

1991

 

74215606

 

09/01/1992

 

1712284

 

MVW

 

LIVE

 

CONSIDER THE SOURCE

4

 

NOV 4

 

1994

 

74594865

 

04/16/1996

 

1967953

 

MVW

 

LIVE

 

MOUNTAIN VALLEY

13

 

APRIL 7

 

1995

 

74857459

 

01/30/1996

 

1969792

 

MVW

 

LIVE

 

“WE BRING THE SPRING TO YOUR DOOR”

18

 

DEC 22

 

1995

 

ALABAMA

 

12/22/1995

 

106-643

 

CMW

 

LIVE 12/22/2015

 

CLEAR MOUNTAIN NATURAL SPRING WATER

8

 

FEB 16

 

1996

 

75059339

 

05/13/1997

 

2060830

 

MVW

 

LIVE

 

DISCOVER THE DIAMOND DIFFERENCE

3

 

JAN 4

 

1996

 

75040114

 

04/22/1997

 

2054448

 

MVW

 

LIVE

 

MOUNTAIN VALLEY SPRING

10

 

FEB 1

 

1999

 

75631025

 

01/04/2000

 

2306226

 

MVW

 

RENEWED 01/05/06

 

WOODLAND

2

 

AUG 10

 

1999

 

75772291

 

06/27/2000

 

2362179

 

MVW

 

LIVE

 

QUENCH YOUR INNER THIRST

9

 

MAY 15

 

2000

 

0

 

05/15/2010

 

TM00290094

 

MVW

 

RENEWED 05/15/05

 

ARKANSAS TRADEMARK - DIAMOND

5

 

FEB 29

 

2000

 

75931190

 

12/05/2000

 

2508100

 

MVW

 

LIVE

 

DO THE SPRING THING

12

 

SEPT 7

 

2001

 

78083058

 

06/18/2002

 

2582435

 

CMW

 

LIVE

 

CLEAR MOUNTAIN NATURAL SPRING WATER

16

 

APRIL 10

 

1996

 

75086804

 

03/27/1997

 

2064853

 

MVW

 

LIVE

 

NOTHING COULD BE FINER