[EXECUTION COPY]
ASSIGNMENT FOR SECURITY
(TRADEMARKS)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
WHEREAS, Mercer Products Company, Inc., a New Jersey corporation (the
"Assignor"), has adopted, used and is using marks which are the subject of
registrations or pending applications in the United States Patent and Trademark
Office as set forth on SCHEDULE A, and certain other trademarks, tradenames and
registrations and applications for registration thereof (collectively, the
"Trademarks"), and
WHEREAS, the Assignor is the sole owner of the entire right, title and
interest in and to the Trademarks and the goodwill of the business symbolized by
the Trademarks and the registrations thereof, and
WHEREAS, the Assignor has entered into that certain Amendment No. 1,
Waiver and Joinder Agreement dated as of April 21, 1998, between the Assignor,
Burke Industries, Inc., a California corporation (the "Borrower"), the financial
institutions party thereto from time to time (the "Lenders"), and NationsBank,
N.A., as agent for the Lenders (the "Agent"), pursuant to which the Assignor
became a Borrowing Subsidiary under and as defined in that certain Loan and
Security Agreement dated as of August 20, 1997 (as so amended and as hereafter
amended, the "Loan Agreement"), pursuant to which the Lenders have, on or about
the date hereof, made or agreed to make certain loans or other financial
accommodations to or for benefit of the Assignor and under which the Assignor
may incur other obligations to the Lenders, and
WHEREAS, pursuant to the Loan Agreement the Assignor has agreed as
security for the payment and performance of the Secured Obligations (as defined
in the Loan Agreement) to assign to the Agent, and to grant to the Agent, for
the benefit of the Lenders, a continuing security interest in, and a continuing
lien on, all of the Assignor's right, title and interest in and to the following
(collectively the "Trademark Collateral"),
(a) The Trademarks and the registrations and applications for registration
thereof and the goodwill of the business symbolized by the Trademarks,
(b) licenses of the foregoing, whether as licensee or licensor,
(c) renewals thereof,
(d) income, royalties, damages and payments now or hereafter due and/or
payable with respect thereto, including, without limitation, damages, claims and
payments for past and future infringements thereof,
(e) rights to sue for past, present and future infringements thereof,
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,
(g) all proceeds of and accessions to any and all of the foregoing, and
WHEREAS, the Assignor is required under the Loan Agreement to grant to
the Agent, for the benefit of the Lenders, a continuing security interest in,
and a continuing lien on, the Trademark Collateral,
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the Assignor does hereby assign to the Agent, and grants
to the Agent, for the benefit of the Lenders, a continuing security interest in
and a continuing lien on, the Trademark Collateral as security for the payment
and performance of the Secured Obligations.
The Assignor hereby further acknowledges and affirms that the rights
and remedies of the Agent with respect to the assignment of and security
interest in and lien upon the Trademark Collateral made and granted hereby are
more fully set forth in the Loan Agreement, the terms and provisions of which
are hereby incorporated herein by reference as if fully set forth herein.
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly
executed by its authorized officer or agent as of April 21, 1998.
MERCER PRODUCTS COMPANY, INC.
[Corporate Seal]
By: /s/ KEITH OSTER
-------------------------------------
Name: Keith Oster
------------------------------
Title: Secretary
------------------------------
Attest:
/s/ Louis Mintz
- -----------------------------
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 21st day of April, 1998, before me personally came
Keith Oster, to me known, who, being by me duly sworn, did depose and
say that he/she is ___________________________________ of Mercer Products
Company, Inc., the corporation described herein and which executed the foregoing
instrument; that he/she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation and that he/she signed his
thereto by like order.
/s/ ROBIN A. KAHAN
-----------------------------------
Notary Public
My Commission Expires:
[NOTARIAL SEAL]
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SCHEDULE A
(Trademarks)
REGISTRATION DATE OF
TRADEMARK REGISTRATION # DATE SERIAL # EXPIRATION
- --------- -------------- ------------ -------- ----------
DOCKSIDERS & DESIGN 1,372,591 11/26/85 11/26/05
MAXXI-TREAD 1,355,586 8/20/85 8/20/05
MERCER FRICTION GRIP 861,475 12/3/68 (Renewed 9/19/89)
MERCER & DESIGN 1,810,789 12/14/93 12/14/03
MERCER 1,851,484 8/30/94 8/30/04
MIRROR-FINISH 1,782,795 7/20/93 7/20/03
RUBBERLYTE 1,524,506 2/14/89 2/14/09
RUBBERMYTE 1,641,500 7/23/91 7/23/01
UNICOLOR 1,829,424 4/5/94 4/5/04
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