Exhibit 4(h)
PATENT SECURITY AGREEMENT
PATENT SECURITY AGREEMENT, dated as of May 15, 2003, by BLOUNT, INC., a
Delaware corporation, BLOUNT INTERNATIONAL, INC., a Delaware corporation, DIXON
INDUSTRIES, INC., a Kansas corporation, FABTEK CORPORATION, a Michigan
corporation, FREDERICK MANUFACTURING CORPORATION, a Delaware corporation, GEAR
PRODUCTS, INC., an Oklahoma corporation, WINDSOR FORESTRY TOOLS LLC, a Tennessee
limited liability company, OMARK PROPERTIES, INC., an Oregon corporation, BI,
L.L.C., a Delaware limited liability company, and 4520 CORP., INC., a Delaware
corporation (collectively, the "Grantors," and each individually, the
"Grantor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, individually and as agent (in such capacity, "Agent") for itself,
General Electric Capital Canada Inc., as Canadian agent ("Canadian Agent") and
the lenders from time to time signatory to the Credit Agreement hereinafter
defined.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of May 15, 2003
by and among Grantors, the other Persons (as defined in the Credit Agreement)
named therein as Credit Parties, Agent, General Electric Capital Canada Inc., as
Canadian Agent, and the other Persons signatory thereto from time to time as
Lenders ("Lenders") (including all annexes, exhibits or schedules thereto, and
as from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"), US Lenders have agreed to make certain Loans (as defined in
the Credit Agreement) to, and to incur Letter of Credit Obligations (as defined
in the Credit Agreement) on behalf of US Borrowers (as defined in the Credit
Agreement), and Canadian Lenders (as defined in the Credit Agreement) have
agreed to make certain Loans to Canadian Borrowers (as defined in the Credit
Agreement);
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 Grantors shall have executed and
delivered to Agent, for the benefit of itself, Canadian Agent and Lenders, that
certain US Security Agreement dated as of May 15, 2003 (including all annexes,
exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "US Security Agreement");
WHEREAS, pursuant to the US Security Agreement, Grantors are required to
execute and deliver to Agent, for the benefit of itself, Canadian Agent and
Lenders, this Patent 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, Grantors hereby agree 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 PATENT COLLATERAL. Each Grantor hereby
grants to Agent, on behalf of itself, Canadian Agent 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 "Patent Collateral"):
(a) all of its Patents and Patent Licenses to which it is a
party including those referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the
foregoing; and
(c) all products and proceeds of the foregoing, including,
without limitation, any claim by such Grantor against third parties for
past, present or future infringement or dilution of any Patent or any
Patent licensed under any Patent License.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Patent Security Agreement are granted in conjunction with the security interests
granted to Agent, on behalf of itself, Canadian Agent and Lenders, pursuant to
the US Security Agreement. Grantors hereby acknowledge and affirm that the
rights and remedies of Agent with respect to the security interest in the Patent
Collateral made and granted hereby are more fully set forth in the US Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
4. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS PATENT SECURITY AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA.
[signature pages follow]
IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement
to be executed and delivered by its duly authorized officer as of the date first
set forth above.
BLOUNT INTERNATIONAL, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
BLOUNT, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
FABTEK CORPORATION
By: ______________________________
Name: ____________________________
Title: ___________________________
GEAR PRODUCTS, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
DIXON INDUSTRIES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
FREDERICK MANUFACTURING CORPORATION
By: ______________________________
Name: ____________________________
Title: ___________________________
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WINDSOR FORESTRY TOOLS LLC
By: Blount, Inc., its sole member
By: ______________________________
Name: ____________________________
Title: ___________________________
4520 CORP., INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
OMARK PROPERTIES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
BI, L.L.C.
By: Blount, Inc., its managing member
By: ______________________________
Name: ____________________________
Title: ___________________________
ACCEPTED AND ACKNOWLEDGED
BY:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By: ______________________________
Name: ____________________________
Title: ___________________________
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