EXHIBIT 4.7
TRADEMARK COLLATERAL SECURITY AGREEMENT
This TRADEMARK COLLATERAL SECURITY AGREEMENT (this "AGREEMENT") is
dated as of May 21, 1997 and entered into by and between AFC ENTERPRISES, INC.,
(formerly known as Americas Favorite Chicken Company, Inc.) a Minnesota
corporation ("GRANTOR"), and CANADIAN IMPERIAL BANK OF COMMERCE, as
administrative agent for and representative of (in such capacity herein called
"SECURED PARTY") the financial institutions ("LENDERS") party to the Credit
Agreement (as hereinafter defined).
PRELIMINARY STATEMENTS
A. Secured Party, Lenders and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., as
syndication agent and arranging agent, have entered into a Credit Agreement
dated as of May 21, 1997 (said Credit Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined) with Grantor pursuant to which Lenders have made
certain commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Grantor.
B. Grantor may enter into one or more Interest Rate Agreements
(collectively, the "LENDER INTEREST RATE AGREEMENTS") with one or more Lenders
(in such capacity, collectively, "INTEREST RATE EXCHANGERS"), and it is
desired that the obligations of Grantor under the Lender Interest Rate
Agreements, including without limitation the obligation of Grantor to make
payments thereunder in the event of early termination thereof, together with all
obligations of Grantor under the Credit Agreement and the other Loan Documents,
be secured hereunder.
C. Grantor owns and uses in its business, and will in the future
adopt and so use, various intangible assets, including trademarks, service
marks, designs, logos, indicia, tradenames, corporate names, company names,
business names, fictitious business names, trade styles and/or other source
and/or business identifiers and applications pertaining thereto (collectively,
the "TRADEMARKS").
D. Secured Party desires to become a secured creditor with respect to
all of the existing and future material Trademarks, all registrations that have
been or may hereafter be issued or applied for thereon in the United States
(except where the assignment of an intent to use application would result in an
abandonment of such right) and any state thereof (the "REGISTRATIONS"), all
common law and other rights in and to the Trademarks in the United States and
any state thereof and in foreign countries (the "TRADEMARK RIGHTS"), all
goodwill of Grantor's business symbolized by the Trademarks and associated
therewith, including without limitation the documents and things described in
Section 1(b) (the "ASSOCIATED GOODWILL"), and all proceeds, except as
otherwise provided in the Credit Agreement, of the Trademarks, the
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Registrations, the Trademark Rights and the Associated Goodwill, and Grantor
agrees to create a secured and protected interest in the Trademarks, the
Registrations, the Trademark Rights, the Associated Goodwill and all the
proceeds thereof as provided herein.
E. Pursuant to the Company Security Agreement, Grantor has granted to
Secured Party a lien on and security interest in, among other assets, the
machinery, equipment, formulations, manufacturing procedures, quality control
procedures and product specifications relating to the products and services sold
or delivered under or in connection with the Trademarks such that, upon the
occurrence and during the continuation of an Event of Default, Secured Party
would be able to exercise its remedies consistent with the Company Security
Agreement, this Agreement and applicable law to foreclose upon Grantor's
business and use the Trademarks, the Registrations and the Trademark Rights in
conjunction with the continued operation of such business, maintaining
substantially the same product and service specifications and quality as
maintained by Grantor, and benefit from the Associated Goodwill.
F. To permit Secured Party to operate Grantor's business without
interruption and to use the Trademarks, Registrations, Trademark Rights and
Associated Goodwill in conjunction therewith only upon the occurrence and during
the continuation of an Event of Default, Grantor is willing to appoint Secured
Party as Grantor's attorney-in-law and attorney-in-fact to execute documents and
take actions to assign Grantor's right, title and interest in the Collateral (as
hereinafter defined) to Secured Party.
G. It is a condition precedent to the initial extensions of credit by
Lenders under the Credit Agreement that Grantor shall have granted the security
interests and undertaken the obligations contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce Interest Rate Exchangers to enter into the Lender
Interest Rate Agreements, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Grantor hereby agrees
with Secured Party as follows:
SECTION 1. GRANT OF SECURITY. Grantor hereby assigns to Secured
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Party, and hereby grants to Secured Party a security interest in, all of
Grantor's right, title and interest in and to the following, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located (the "COLLATERAL"):
(a) each of the Trademarks and rights and interests in Trademarks
which are presently, or in the future may be, owned, held (whether pursuant to a
license or otherwise) or used by Grantor, in whole or in part (including,
without limitation, the Trademarks specifically identified in Schedule A annexed
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hereto, as the same may be amended pursuant hereto from time to time), and
including all Trademark Rights with respect thereto and all foreign, federal and
state Registrations therefor heretofore or hereafter granted or applied for, the
right (but not the
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obligation) to register claims under any state or federal trademark law or
regulation or any trademark law or regulation of any foreign country and to
apply for, renew and extend the Trademarks, Registrations and Trademark Rights,
the right (but not the obligation) to ▇▇▇ or bring opposition or cancellation
proceedings in the name of Grantor or in the name of Secured Party or otherwise
for past, present and future infringements of the Trademarks, Registrations or
Trademark Rights and all rights (but not obligations) corresponding thereto in
the United States and any foreign country, and the Associated Goodwill; it being
understood that the rights and interests included herein shall include, without
limitation, all rights and interests pursuant to licensing or other contracts in
favor of Grantor pertaining to the Trademarks, Registrations or Trademark Rights
presently or in the future owned or used by third parties but, in the case of
third parties which are not Affiliates of Grantor, only to the extent permitted
by such licensing or other contracts and, if not so permitted, only with the
consent of such third parties;
(b) the following documents and things in Grantor's possession, or
subject to Grantor's right to possession, related to (Y) the production, sale
and delivery by Grantor, or by any Affiliate, licensee or subcontractor of
Grantor, of products or services sold or delivered by or under the authority of
Grantor in connection with the Trademarks, Registrations or Trademark Rights
(which products and services shall, for purposes of this Agreement, be deemed to
include, without limitation, products and services sold or delivered pursuant to
merchandising operations utilizing any Trademarks, Registrations or Trademark
Rights); or (Z) any retail or other merchandising operations conducted under the
name of or in connection with the Trademarks, Registrations or Trademark Rights
by Grantor or any Affiliate, licensee or subcontractor of Grantor:
(i) all lists and ancillary documents that identify and
describe any of Grantor's customers, or those of its Affiliates, licensees
or subcontractors, for products sold and services delivered under or in
connection with the Trademarks or Trademark Rights, including without
limitation any lists and ancillary documents that contain a customer's name
and address, the name and address of any of its warehouses, branches or
other places of business, the identity of the Person or Persons having the
principal responsibility on a customer's behalf for ordering products or
services of the kind supplied by Grantor, or the credit, payment, discount,
delivery or other sale terms applicable to such customer, together with
information setting forth the total purchases, by brand, product, service,
style, size or other criteria, and the patterns of such purchases;
(ii) all product and service specification documents and
production and quality control manuals used in the manufacture or delivery
of products and services sold or delivered under or in connection with the
Trademarks or Trademark Rights;
(iii) all documents which reveal the name and address of any
source of supply, and any terms of purchase and delivery, for any and all
materials, components and services used in the production of products and
services sold or delivered under or in connection with the Trademarks or
Trademark Rights; and
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(iv) all documents constituting or concerning the then current
or proposed advertising and promotion by Grantor or its Affiliates,
licensees or subcontractors of products and services sold or delivered
under or in connection with the Trademarks or Trademark Rights including,
without limitation, all documents which reveal the media used or to be used
and the cost for all such advertising conducted within the described period
or planned for such products and services;
(c) all general intangibles relating to the Collateral;
(d) all books, records, ledger cards, files, correspondence, computer
programs, tapes, disks and related data processing software that at any time
evidence or contain information relating to any of the Collateral or are
otherwise necessary or helpful in the collection thereof or realization
thereupon; and
(e) all proceeds, products, rents and profits (including without
limitation license royalties and proceeds of infringement suits) of or from any
and all of the foregoing Collateral and, to the extent not otherwise included,
all payments under insurance (whether or not Secured Party is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing Collateral. For
purposes of this Agreement, the term "PROCEEDS" includes whatever is
receivable or received when Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary or
involuntary.
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and the
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Collateral is collateral security for, the prompt payment or performance in full
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of
every nature of Grantor now or hereafter existing under or arising out of or in
connection with the Credit Agreement and the other Loan Documents and the Lender
Interest Rate Agreements and all extensions or renewals thereof, whether for
principal, interest (including without limitation interest that, but for the
filing of a petition in bankruptcy with respect to Grantor, would accrue on such
obligations), reimbursement of amounts drawn under Letters of Credit, payments
for early termination of Lender Interest Rate Agreements, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Secured Party, any Lender or
any Interest Rate Exchanger as a preference, fraudulent transfer or otherwise
(all such obligations and liabilities being the "UNDERLYING DEBT"), and all
obligations of every nature of Grantor now or hereafter existing under this
Agreement (all such obligations of Grantor, together with the Underlying Debt,
being the "SECURED OBLIGATIONS").
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SECTION 3. GRANTOR REMAINS LIABLE. Anything contained herein to the
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contrary notwithstanding, (a) Grantor shall remain liable under any contracts
and agreements included in the Collateral, to the extent set forth therein, to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by Secured Party of any
of its rights hereunder shall not release Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) except as provided in Section 13, Secured Party shall not have any
obligation or liability under any contracts and agreements included in the
Collateral by reason of this Agreement, nor shall Secured Party be obligated to
perform any of the obligations or duties of Grantor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Grantor represents and
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warrants as follows:
(a) Description of Collateral. A true and complete list of all
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Registrations held (whether pursuant to a license or otherwise) or used by
Grantor, in whole or in part, as of the date of this Agreement is set forth in
Schedule A annexed hereto.
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(b) Validity and Enforceability of Collateral. Each of the
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Registrations is valid and subsisting and, to the best of Grantor's knowledge,
enforceable; each of the Trademarks and Trademark Rights is, to the best of
Grantor's knowledge, valid, subsisting and enforceable; and except as set forth
in Schedule 5.16 to the Credit Agreement Grantor is not aware of any pending or
threatened claim by any third party that any of the Trademarks, Registrations or
Trademark Rights is invalid or unenforceable or that the use of any of the
Trademarks, Registrations or Trademark Rights violates the rights of any third
person or of any basis for any such claim.
(c) Ownership of Collateral. Except as permitted under the Credit
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Agreement and except for the security interest created by this Agreement,
Grantor owns the Collateral free and clear of any Lien. Except as disclosed in
the Credit Agreement and except such as may have been filed in favor of Secured
Party relating to this Agreement, (i) no effective financing statement or other
instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office and (ii) no effective filing covering all
or any part of the Collateral is on file in the United States Patent and
Trademark Office.
(d) Office Locations; Other Names. The chief place of business, the
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chief executive office and the office where Grantor keeps its records regarding
the Collateral is, and has been for the six-month period preceding the date
hereof, located at Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Grantor has not in the past four years done, and does not now do, business in
the United States under any other name (including any trade-name or fictitious
business name) except America's Favorite Chicken Company, Churchs Chicken,
Popeyes Chicken & Biscuits, Popeyes Famous Fried Chicken & Biscuits, AFC
International, Far West Products, Muchos, Chesapeake Bagel Bakery and Texas
Chicken.
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(e) Governmental Authorizations. To the best of the Grantor's
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knowledge no authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body in the United States
is required for either (i) the grant by Grantor of the security interest granted
hereby, (ii) the execution, delivery or performance of this Agreement by
Grantor, or (iii) the perfection of or the exercise by Secured Party of its
rights and remedies hereunder with respect to United States Trademarks,
Registrations and Trademark Rights (except as may have been taken by or at the
direction of Grantor and except for the filing of a financing statement
describing the Collateral with the Superior Court of any County within the State
of Georgia and the recording of this Agreement with the United States Patent and
Trademark Office).
(f) Perfection. This Agreement, together with the filing of a
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financing statement describing the Collateral with the Secretary of State of the
State of Georgia and the recording of this Agreement with the United States
Patent and Trademark Office, creates in the United States a valid, perfected and
first priority security interest in the Collateral, securing the payment of the
Secured Obligations.
(g) Previous Name. The Grantor owns and has full and valid
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entitlement to each of the Registrations, Trademarks and Trademark Rights that
are or may be in the name of Americas Favorite Chicken Company, Inc., rather
than in the name of Grantor, and Grantor shall in the ordinary course of
business amend and correct such Registrations, Trademarks and Trademark Rights
so that they are in the correct and sole name of Grantor.
(h) Other Information. All information heretofore, herein or
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hereafter supplied to Secured Party by or on behalf of Grantor with respect to
the Collateral is accurate and complete in all material respects.
SECTION 5. FURTHER ASSURANCES; NEW TRADEMARKS, REGISTRATIONS AND
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TRADEMARK RIGHTS.
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(a) Grantor agrees that from time to time, at the expense of Grantor,
Grantor will promptly execute and deliver all further instruments and documents,
and take all further action, that may reasonably necessary, as requested by
Secured Party, in order to perfect and protect any security interest or
assignment granted or purported to be granted hereby or to enable Secured Party
to exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, Grantor will:
(i) execute and file in the United States, or any state thereof, such financing
or continuation statements, amendments thereto, and such other instruments or
notices, as may be reasonably necessary, as requested by Secured Party, in order
to perfect and preserve the security interests granted or purported to be
granted hereby, (ii) use its reasonable best efforts (which shall not be deemed
in any case to involve expenditures by Grantor in excess of $1,000) to obtain
any necessary consents of third parties to the grant and perfection of a
security interest and assignment to Secured Party with respect to any
Collateral, (iv) at any reasonable time, upon reasonable prior notice from
Secured
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Party, exhibit the Collateral to and allow inspection of the Collateral by
Secured Party, or persons designated by Secured Party, and (v) at Secured
Party's request, appear in and defend any action or proceeding that may
materially affect Grantor's title to or Secured Party's security interest in all
or any part of the Collateral which is, individually or in the aggregate,
material to the business or operations of Grantor or any Subsidiary of Grantor
which licenses or uses such Collateral.
(b) To the fullest extent permitted by law, Grantor hereby authorizes
Secured Party to file one or more financing or continuation statements, and
amendments thereto, relative to all or any part of the Collateral without the
signature of Grantor. To the fullest extent permitted by law, Grantor agrees
that a carbon, photographic or other reproduction of this Agreement or of a
financing statement signed by Grantor shall be sufficient as a financing
statement and may be filed as a financing statement in any and all
jurisdictions.
(c) Grantor hereby authorizes Secured Party to modify this Agreement
without obtaining Grantor's approval of or signature to such modification by
amending Schedule A annexed hereto to include reference to any right, title or
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interest in any existing Registration or any Registration acquired or developed
by Grantor after the execution hereof or to delete any reference to any right,
title or interest in any Registration in which Grantor no longer has or claims
any right, title or interest; provided Secured Party provides Grantor with five
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business days prior notice in writing of such modification during which period
Grantor shall inform Secured Party of any errors and inconsistencies.
(d) Grantor will furnish to Secured Party from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Secured Party may reasonably
request, all in reasonable detail.
(e) If Grantor shall obtain rights to any new Trademarks,
Registrations or Trademark Rights, the provisions of this Agreement shall
automatically apply thereto. Grantor shall, promptly at the end of June and
December each year, notify Secured Party in writing of any rights to any new
Trademarks or Trademark Rights acquired by Grantor after the date hereof or
during the most recent calendar quarter, as applicable, and of any Registrations
issued or applications for Registration made after the date hereof or during the
most recent calendar quarter, as applicable. Concurrently with the filing of an
application for Registration for any United States Trademark, Grantor shall
execute, deliver and record in all places where this Agreement is recorded an
appropriate Trademark Collateral Security Agreement, substantially in the form
hereof, with appropriate insertions, or an amendment to this Agreement, in form
and substance satisfactory to Secured Party, pursuant to which Grantor shall
grant a security interest to the extent of its interest in such Registration as
provided herein to Secured Party unless so doing would, in the reasonable
judgment of Grantor, after due inquiry, result in the grant of a Registration in
the name of Secured Party, in which event Grantor shall give written notice to
Secured Party as soon as reasonably practicable and the filing shall instead be
undertaken as soon as practicable but in any case promptly following the grant
of the Registration.
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SECTION 6. CERTAIN COVENANTS OF GRANTOR. Grantor shall:
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(a) not use or permit any Collateral to be used unlawfully or in
violation of any provision of this Agreement or any material and applicable
statute, regulation or ordinance or any policy of insurance covering the
Collateral;
(b) notify Secured Party of any change in Grantor's name, identity or
corporate structure within 15 days of such change;
(c) give Secured Party 30 days' prior written notice of any change in
Grantor's chief place of business or chief executive office or the office where
Grantor keeps its records regarding the Collateral;
(d) pay promptly before any penalty accrues thereon all property and
other taxes, assessments and governmental charges or levies imposed upon, and
all claims (including claims for labor, materials and supplies) against, the
Collateral, except to the extent the validity thereof is being contested in good
faith; provided that Grantor shall in any event pay such taxes, assessments,
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charges, levies or claims not later than five days prior to the date of any
proposed and unstayed sale under any judgement, writ or warrant of attachment
entered or filed against Grantor or any of the Collateral as a result of the
failure to make such payment;
(e) not sell, assign (by operation of law or otherwise) or otherwise
dispose of any of the Collateral, except as permitted by subsection 8(a) of this
Agreement and the Credit Agreement; provided that Grantor may license Trademarks
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or Trademark Rights to its franchisees, manufacturers and suppliers in the
ordinary course of its business;
(f) except for Liens permitted under the Credit Agreement and except
for the security interest created by this Agreement, not create or suffer to
exist any Lien upon or with respect to any of the Collateral to secure the
indebtedness or other obligations of any Person;
(g) diligently keep reasonable records respecting the Collateral and
at all times keep at least one complete set of its records concerning
substantially all of the Trademarks, Registrations and Trademark Rights at its
chief executive office or principal place of business;
(h) not, without the prior written consent of Secured Party, which
shall not be unreasonably withheld, permit the inclusion in any contract to
which it becomes a party of any provision that could or might in any way impair
or prevent the creation of a security interest in, or the assignment of,
Grantor's rights and interests in any property included within the definitions
of any Trademarks, Registrations, Trademark Rights and Associated Goodwill
acquired under such contracts;
(i) take all reasonable steps necessary to protect the secrecy of all
trade secrets relating to the products and services sold or delivered under or
in connection with the Trademarks
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and Trademark Rights, including without limitation entering into confidentiality
agreements with employees and labeling and restricting access to secret
information and documents;
(j) use proper statutory notice in connection with its use of each of
the Trademarks, Registrations and Trademark Rights;
(k) use consistent standards of high quality (consistent with
Grantor's past practices) in the manufacture, sale and delivery of products and
services sold or delivered under or in connection with the Trademarks,
Registrations and Trademark Rights, including, to the extent applicable, in the
operation and maintenance of its retail stores and other merchandising
operations; and
(l) upon any officer of Grantor obtaining knowledge thereof, promptly
notify Secured Party in writing of any event that may materially and adversely
affect the value of the Collateral or any portion thereof (which portion is
material to the business or operations of Grantor or any Subsidiary of Grantor
which licenses or uses such Collateral), the ability of Grantor or Secured Party
to dispose of the Collateral or any portion thereof (which portion is material
to the business or operations of Grantor or any Subsidiary of Grantor which
licenses or uses such Collateral), or the rights and remedies of Secured Party
in relation thereto, including without limitation the levy of any legal process
against the Collateral or any portion thereof (which portion is material to the
business or operations of Grantor or any Subsidiary of Grantor which licenses or
uses such Collateral).
SECTION 7. AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as
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otherwise provided in this Section 7, Grantor shall continue to collect, at its
own expense, all amounts due or to become due to Grantor in respect of the
Collateral or any portion thereof. In connection with such collections, Grantor
may take (and, at Secured Party's direction, shall take) such action as Grantor
or Secured Party may deem necessary or advisable to obtain collection of such
amounts; provided, however, that Secured Party shall have the right at any time,
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upon the occurrence and during the continuation of an Event of Default and upon
written notice to Grantor of its intention to do so, to notify the obligors with
respect to any such amounts of the existence of the security interest created
hereby, and to direct such obligors to make payment of all such amounts directly
to Secured Party, and, upon such notification and at the expense of Grantor, to
enforce collection of any such amounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as Grantor
might have done. After receipt by Grantor of the notice from Secured Party
referred to in the proviso to the preceding sentence, (i) all amounts and
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proceeds (including checks and other instruments) received by Grantor in respect
of amounts due to Grantor in respect of the Collateral or any portion thereof
shall be received in trust for the benefit of Secured Party hereunder, shall be
segregated from other funds of Grantor and shall be forthwith paid over or
delivered to Secured Party in the same form as so received (with any necessary
endorsement) to be held as cash Collateral and applied as provided by Section
15, and (ii) Grantor shall not adjust, settle or compromise the amount or
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payment of any such amount or release wholly or partly any obligor with respect
thereto or allow any credit or discount thereon.
SECTION 8. TRADEMARK APPLICATIONS, LITIGATION AND DISPOSALS.
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(a) Grantor shall have the duty diligently, through counsel reasonably
acceptable to Secured Party, to prosecute any trademark application relating to
any of the Trademarks specifically identified in Schedule A annexed hereto that
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is pending as of the date of this Agreement, to make federal application on any
existing or future registerable but unregistered Trademarks, and to file and
prosecute opposition and cancellation proceedings, renew Registrations and do
any and all acts which are necessary or desirable to preserve and maintain all
rights in all Trademarks, Registrations and Trademark Rights. Any expenses
incurred in connection therewith shall be borne solely by Grantor. Grantor shall
not abandon any Trademark, Registration or Trademark Right. Notwithstanding
anything contained in this subsection 8(a), Grantor need not make federal
application with respect to or take other action to preserve or maintain, and
may abandon, sell, assign (by operation of law or otherwise), any Trademark,
Registration or Trademark Right which is not, individually or in the aggregate,
material to the business or operations of Grantor or any Subsidiary of Grantor
which licenses or uses such Collateral or to the extent consistent with past
practices and good business judgment.
(b) Except as provided in Section 8(d), Grantor shall have the right
to commence and prosecute in its own name, as real party in interest, for its
own benefit and at its own expense, such suits, proceedings or other actions for
infringement, unfair competition, dilution or other damage as are in its
reasonable business judgment necessary to protect the Collateral. Secured Party
shall provide, at Grantor's expense, all reasonable and necessary cooperation in
connection with any such suit, proceeding or action including, without
limitation, joining as a necessary party.
(c) Grantor shall promptly, following its becoming aware thereof,
notify Secured Party of the institution of, or of any material adverse
determination in, any proceeding (whether in the United States Patent and
Trademark Office or any federal, state, local or foreign court) described in
Section 8(a) or 8(b) or regarding Grantor's claim of ownership in or right to
use any of the Trademarks, Registrations or Trademark Rights, its right to
register the same, or its right to keep and maintain such Registration. Grantor
shall provide to Secured Party any information with respect thereto reasonably
requested by Secured Party.
(d) Anything contained herein to the contrary notwithstanding, upon
the occurrence and during the continuation of an Event of Default, Secured Party
shall have the right (but not the obligation) to bring suit, in the name of
Grantor, Secured Party or otherwise, to enforce any Trademark, Registration,
Trademark Right, Associated Goodwill and any license thereunder, in which event
Grantor shall, at the request of Secured Party, do any and all lawful acts and
execute any and all documents required by Secured Party in aid of such
enforcement and Grantor shall promptly, upon demand, reimburse and indemnify
Secured Party as provided in
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Section 16 in connection with the exercise of its rights under this Section 8.
To the extent that Secured Party shall elect not to bring suit to enforce any
Trademark, Registration, Trademark Right, Associated Goodwill or any license
thereunder as provided in this Section 8(d), Grantor agrees to use all
reasonable measures, whether by action, suit, proceeding or otherwise, to
prevent the infringement by others of any of the Trademarks, Registrations or
Trademark Rights which are, individually or in the aggregate, material to the
business or operations of Grantor or any Subsidiary of Grantor which licenses or
uses such Collateral, and for that purpose agrees to diligently maintain any
action, suit or proceeding against any Person so infringing necessary to prevent
such infringement.
SECTION 9. NON-DISTURBANCE AGREEMENTS, ETC. If and to the extent
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that Grantor is permitted to license the Collateral, Secured Party shall enter
into a non-disturbance agreement or other similar arrangement, at Grantor's
request and expense, with Grantor and any licensee of any Collateral permitted
hereunder in form and substance satisfactory to Secured Party pursuant to which
(a) Secured Party shall agree not to disturb or interfere with such licensee's
rights under its license agreement with Grantor so long as such licensee is not
in default thereunder and (b) such licensee shall acknowledge and agree that the
Collateral licensed to it is subject to the security interest created in favor
of Secured Party and the other terms of this Agreement.
SECTION 10. REASSIGNMENT OF COLLATERAL. If (a) an Event of Default
--------------------------
shall have occurred and, by reason of cure, waiver, modification, amendment or
otherwise, no longer be continuing, (b) no other Event of Default shall have
occurred and be continuing, (c) an assignment to Secured Party of any rights,
title and interests in and to the Collateral shall have been previously made and
shall have become absolute and effective pursuant to Section 11(f) or Section
14(b), and (d) the Secured Obligations shall not have become immediately due and
payable, upon the written request of Grantor and the written consent of Secured
Party, Secured Party shall promptly execute and deliver to Grantor such
assignments as may be necessary to reassign to Grantor any such rights, title
and interests as may have been assigned to Secured Party as aforesaid, subject
to any disposition thereof that may have been made by Secured Party pursuant
hereto; provided that, after giving effect to such reassignment, Secured Party's
--------
security interest granted pursuant to Section 1, as well as all other rights and
remedies of Secured Party granted hereunder, shall continue to be in full force
and effect; and provided, further that the rights, title and interests so
-------- -------
reassigned shall be free and clear of all Liens other than Liens (if any)
encumbering such rights, title and interest at the time of their assignment to
Secured Party and Permitted Liens.
SECTION 11. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby
----------------------------------------
irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full
authority in the place and stead of Grantor and in the name of Grantor, Secured
Party or otherwise, from time to time in Secured Party's discretion to take any
action and to execute any instrument that Secured Party may deem reasonably
necessary to accomplish the purposes of this Agreement, including without
limitation:
11
(a) upon the occurrence and during the continuation of an Event of
Default, to endorse Grantor's name on all applications, documents, papers and
instruments reasonably necessary for Secured Party in the use or maintenance of
the Collateral;
(b) upon the occurrence and during the continuation of an Event of
Default, to ask for, demand, collect, ▇▇▇ for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral;
(c) upon the occurrence and during the continuation of an Event of
Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above;
(d) upon the occurrence and during the continuation of an Event of
Default, to file any claims or take any action or institute any proceedings that
Secured Party may deem reasonably necessary or desirable for the collection of
any of the Collateral or otherwise to enforce the rights of Secured Party with
respect to any of the Collateral;
(e) to pay or discharge taxes or Liens (other than Liens permitted
under this Agreement or the Credit Agreement) levied or placed upon or
threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Secured Party in its
sole discretion, any such payments made by Secured Party to become obligations
of Grantor to Secured Party, due and payable immediately without demand;
provided, however, that unless an Event of Default shall have occurred and be
-------- -------
continuing, Secured Party may not pay or discharge any such tax or Lien which is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and for which such reserve or other appropriate provision,
if any, as shall be required in conformity with GAAP shall have been made; and
(f) upon the occurrence and during the continuation of an Event of
Default, (i) to execute and deliver any of the assignments or documents
requested by Secured Party pursuant to Section 14(b), (ii) subject to existing
grants or licenses, to grant or issue an exclusive or non-exclusive license to
the Collateral or any portion thereof to any Person, and (iii) subject to
existing grants or licenses, otherwise generally to sell, transfer, pledge, make
any agreement with respect to or otherwise deal with any of the Collateral as
fully and completely as though Secured Party were the absolute owner thereof for
all purposes, and to do, at Secured Party's option and Grantor's expense, at any
time or from time to time, all acts and things that Secured Party deems
reasonably necessary to protect, preserve or realize upon the Collateral and
Secured Party's security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as Grantor might do.
SECTION 12. SECURED PARTY MAY PERFORM. If Grantor fails to perform
-------------------------
any agreement contained herein within the time provided for performance
hereunder, Secured Party
12
may itself perform, or cause performance of, such agreement, and the expenses of
Secured Party incurred in connection therewith shall be payable by Grantor under
Section 16.
SECTION 13. STANDARD OF CARE. The powers conferred on Secured Party
----------------
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the exercise of
reasonable care in the custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, Secured Party shall
have no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral. Secured Party shall be deemed to have exercised reasonable care in
the custody and preservation of Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which Secured Party accords
its own property.
SECTION 14. REMEDIES. If any Event of Default shall have occurred
--------
and be continuing:
(a) Secured Party may exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default under
the Uniform Commercial Code as in effect in any relevant jurisdiction (the
"CODE") (whether or not the Code applies to the affected Collateral), and also
may (i) require Grantor to, and Grantor hereby agrees that it will at its
expense and upon request of Secured Party forthwith, assemble all or part of the
Collateral as directed by Secured Party and make it available to Secured Party
at a place to be designated by Secured Party that is reasonably convenient to
both parties, (ii) enter onto the property where any Collateral is located and
take possession thereof with or without judicial process, (iii) prior to the
disposition of the Collateral, store the Collateral or otherwise prepare the
Collateral for disposition in any manner to the extent Secured Party deems
appropriate, (iv) take possession of Grantor's premises or place custodians in
exclusive control thereof, remain on such premises and use the same for the
purpose of taking any actions described in the preceding clause (iii) and
collecting any Secured Obligation, (v) exercise any and all rights and remedies
of Grantor under or in connection with the contracts related to the Collateral
or otherwise in respect of the Collateral, including without limitation any and
all rights of Grantor to demand or otherwise require payment of any amount
under, or performance of any provision of, such contracts, and (vi) without
notice except as specified below, sell the Collateral or any part thereof in one
or more parcels at public or private sale, at any of Secured Party's offices or
elsewhere, for cash, on credit or for future delivery, at such time or times and
at such price or prices and upon such other terms as Secured Party may deem
commercially reasonable. To the fullest extent permitted by law, Secured Party
or any Lender may be the purchaser of any or all of the Collateral at any such
sale and Secured Party, as agent for and representative of Lenders (but not any
Lender or Lenders in its or their respective individual capacities unless
Requisite Lenders shall otherwise agree in writing), shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold at any such public sale, to use and
apply any of the Secured Obligations as a credit on account of the purchase
price for any Collateral payable by
13
Secured Party at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of Grantor,
and Grantor hereby waives (to the extent permitted by applicable law) all rights
of redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten days' notice to Grantor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification. Secured Party shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned. To the fullest extent permitted
by law, Grantor hereby waives any claims against Secured Party arising by reason
of the fact that the price at which any Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if Secured Party accepts the first offer received and does not offer
such Collateral to more than one offeree. If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantor shall be liable for the deficiency and the fees of any
attorneys employed by Secured Party to collect such deficiency.
(b) Upon written demand from Secured Party, Grantor shall execute and
deliver to Secured Party an assignment or assignments of the Trademarks,
Registrations, Trademark Rights and the Associated Goodwill and such other
documents as are necessary or appropriate to carry out the intent and purposes
of this Agreement. Grantor agrees that such an assignment and/or recording
shall be applied to reduce the Secured Obligations outstanding only to the
extent that Secured Party (or any Lender) receives cash proceeds in respect of
the sale of, or other realization upon, the Collateral.
(c) Within five Business Days after written notice from Secured Party,
Grantor shall make available to Secured Party, to the extent within Grantor's
power and authority, such personnel in Grantor's employ on the date of such
Event of Default as Secured Party may reasonably designate, by name, title or
job responsibility, to permit Grantor to continue, directly or indirectly, to
produce, advertise and sell the products and services sold or delivered by
Grantor under or in connection with the Trademarks, Registrations and Trademark
Rights, such persons to be available to perform their prior functions on Secured
Party's behalf and to be compensated by Secured Party at Grantor's expense on a
per diem, pro-rata basis consistent with the salary and benefit structure
applicable to each as of the date of such Event of Default.
SECTION 15. APPLICATION OF PROCEEDS. Except as expressly provided
-----------------------
elsewhere in this Agreement, all proceeds received by Secured Party in respect
of any sale of, collection from, or other realization upon all or any part of
the Collateral may, in the discretion of Secured Party, be held by Secured Party
as Collateral for, and/or then, or at any other time thereafter, applied in full
or in part by Secured Party against, the Secured Obligations in the following
order of priority:
14
FIRST: To the payment of all costs and reasonable expenses of such
sale, collection or other realization, including all expenses, liabilities
and advances made or incurred by Secured Party in connection therewith,
including reasonable fees and expenses of its agents and counsel, and all
amounts for which Secured Party is entitled to indemnification hereunder
and all advances made by Secured Party hereunder for the account of
Grantor, and to the payment of all costs and expenses paid or incurred by
Secured Party in connection with the exercise of any right or remedy
hereunder, all in accordance with Section 16;
SECOND: To the payment of all other Secured Obligations (for the
ratable benefit of the holders thereof) in such order as Secured Party
shall elect; and
THIRD: To the payment to or upon the order of Grantor, or to
whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, of any surplus then remaining from such
proceeds.
SECTION 16. INDEMNITY AND EXPENSES.
----------------------
(a) Grantor agrees to indemnify Secured Party from and against any and
all claims, losses and liabilities in any way relating to, growing out of or
resulting from this Agreement and the transactions contemplated hereby
(including, without limitation, enforcement of this Agreement), except to the
extent such claims, losses or liabilities result solely from Secured Party's
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.
(b) Grantor shall pay to Secured Party upon demand the amount of any
and all costs and expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that Secured Party may incur in
connection with (i) the administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of Secured Party hereunder, or (iv) the failure by Grantor to
perform or observe any of the provisions hereof.
SECTION 17. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This
-----------------------------------------------
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the payment in full of the
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all outstanding Letters of Credit, (b) be binding
upon Grantor, its successors and assigns, and (c) inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured Party
and its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (c), but subject to the provisions of subsection 10.1 of
the Credit Agreement, any Lender may assign or otherwise transfer any Loans held
by it to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to Lenders herein or
15
otherwise. Upon the payment in full of all Secured Obligations (other than
inchoate indemnification obligations with respect to claims, losses or
liabilities which have not yet arisen), the cancellation or termination of the
Commitments and the cancellation or expiration of all outstanding Letters of
Credit, the security interest granted hereby shall terminate and all rights to
the Collateral shall revert to Grantor. Upon any such termination Secured Party
will, at Grantor's expense, execute and deliver to Grantor such documents as
Grantor shall reasonably request to evidence such termination.
SECTION 18. SECURED PARTY AS ADMINISTRATIVE AGENT.
-------------------------------------
(a) Secured Party has been appointed to act as Secured Party hereunder
by Lenders pursuant to the Credit Agreement. Secured Party shall be obligated,
and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking any action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement;
provided that Secured Party shall exercise, or refrain from exercising, any
--------
remedies provided for in Section 14 in accordance with the instructions of (i)
Requisite Lenders or (ii) after payment in full of all Obligations under the
Loan Documents other than any Lender Interest Rate Agreements, the holders of a
majority in notional amount of all Lender Interest Rate Agreements (or, if a
Lender Interest Rate Agreement has been terminated in accordance with its terms,
the amount then due and payable (exclusive of expenses and similar payments but
including any early termination payments then due) under such Lender Interest
Rate Agreements).
(b) Secured Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of resignation
by Administrative Agent pursuant to subsection 9.6 of the Credit Agreement shall
also constitute notice of resignation as Secured Party under this Agreement;
removal of Administrative Agent pursuant to subsection 9.6 of the Credit
Agreement shall also constitute removal as Secured Party under this Agreement;
and appointment of a successor Administrative Agent pursuant to subsection 9.6
of the Credit Agreement shall also constitute appointment of a successor Secured
Party under this Agreement. Upon the acceptance of any appointment as
Administrative Agent under subsection 9.6 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Secured Party under this Agreement, and the retiring
or removed Secured Party under this Agreement shall promptly (i) transfer to
such successor Secured Party all sums, securities and other items of Collateral
held hereunder, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Secured Party under this Agreement, and (ii) execute and deliver to such
successor Secured Party such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the
assignment to such successor Secured Party of the security interests created
hereunder, whereupon such retiring or removed Secured Party shall be discharged
from its duties and obligations under this Agreement. After any retiring or
removed Administrative Agent's resignation or removal hereunder as Secured
Party, the
16
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Secured Party
hereunder.
SECTION 19. AMENDMENTS; ETC. No amendment, modification, termination
---------------
or waiver of any provision of this Agreement, and no consent to any departure by
Grantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by Secured Party and, in the case of any such amendment or
modification, by Grantor. Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.
SECTION 20. NOTICES. Any notice or other communication herein
-------
required or permitted to be given shall be in writing and may be personally
served, telexed or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telefacsimile or telex, or three Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed. For the purposes hereof, the address of each party hereto shall be
as set forth under such party's name on the signature pages hereof or, as to
either party, such other address as shall be designated by such party in a
written notice delivered to the other party hereto.
SECTION 21. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
-----------------------------------------------------
No failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or privilege.
All rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
SECTION 22. SEVERABILITY. In case any provision in or obligation
------------
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
SECTION 23. HEADINGS. Section and subsection headings in this
--------
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.
SECTION 24. GOVERNING LAW; TERMS. THIS AGREEMENT AND THE RIGHTS AND
--------------------
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES,
EXCEPT TO THE EXTENT THAT THE CODE PROVIDES THAT THE
17
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein
or in the Credit Agreement, terms used in Articles 8 and 9 of the Uniform
Commercial Code in the State of New York are used herein as therein defined.
SECTION 25. COUNTERPARTS. This Agreement may be executed in one or
------------
more counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
18
IN WITNESS WHEREOF, Grantor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
AFC ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
Notice Address:
AFC Enterprises, Inc.
Suite ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer
with copies to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Genral Counsel
AFC Enterprises, Inc.
Suite ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
S-1
CANADIAN IMPERIAL BANK OF
COMMERCE,
as Secured Party
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇
Authorized Signatory
Notice Address:
Canadian Imperial Bank of Commerce
Agency Services
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Tel: ▇▇▇ ▇▇▇-▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
S-2
SCHEDULE A
TO
TRADEMARK COLLATERAL
SECURITY AGREEMENT
TRADEMARK REGISTRATIONS
----------------------------------------------------------------------------------------------------------
REGISTRATION
UNITED STATES TRADEMARK DESCRIPTION NUMBER STATUS
----------------------------------------------------------------------------------------------------------
CHURCH'S (script) 815,076 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S (script) 815,614 Registered
----------------------------------------------------------------------------------------------------------
CHURCHIE and design 924,852 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S FRIED CHICKEN & rainbow "C" design 1,052,133 Registered
----------------------------------------------------------------------------------------------------------
THE PEOPLE'S CHOICE 1,120,756 Registered
----------------------------------------------------------------------------------------------------------
MASTER MERCHANT & design 1,148,341 Registered
----------------------------------------------------------------------------------------------------------
MASTER MERCHANT 1,148,342 Registered
----------------------------------------------------------------------------------------------------------
THE PEOPLE'S CHOICE 1,162,109 Registered
----------------------------------------------------------------------------------------------------------
CHURCHS FRIED CHICKEN & rainbow "C" design 1,195,826 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S FRIED CHICKEN 1,208,752 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S PECAN PIE & design 1,296,650 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S CHICKEN & BISCUITS w/design 1,311,632 Registered
----------------------------------------------------------------------------------------------------------
CRISPY NUGGETS 1,375,297 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S CHICKEN & design 1,471,070 Registered
----------------------------------------------------------------------------------------------------------
SPICY SPRINKLE 1,517,337 Registered
----------------------------------------------------------------------------------------------------------
G. W. JR'S (stylized) 1,124,771 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S G.W. JR'S & design 1,141,000 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S G.W. JR'S & design 1,143,746 Registered
----------------------------------------------------------------------------------------------------------
CHURCH'S G.W. JR'S & design 1,110,150 Registered
----------------------------------------------------------------------------------------------------------
RON'S 1,138,992 Registered
----------------------------------------------------------------------------------------------------------
RON'S KRISPY FRIED CHICKEN 1,337,289 Registered
----------------------------------------------------------------------------------------------------------
JUST THE WAY YOU LIKE IT & design 1,716,123 Registered
----------------------------------------------------------------------------------------------------------
CENTSIBLES 1,722,829 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) 1,021,254 Registered
----------------------------------------------------------------------------------------------------------
XIV-A-1
----------------------------------------------------------------------------------------------------------
REGISTRATION
UNITED STATES TRADEMARK DESCRIPTION NUMBER STATUS
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) 1,030,944 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) 1,121,096 Registered
----------------------------------------------------------------------------------------------------------
CAJUN SPARKLE 1.371.596 Registered
----------------------------------------------------------------------------------------------------------
IT'S A GREAT NEW TASTE 1,530,215 Registered
----------------------------------------------------------------------------------------------------------
IT'S A GREAT NEW TASTE 1,146,772 Registered
----------------------------------------------------------------------------------------------------------
LOVE THAT CHICKEN 1,116,753 Registered
----------------------------------------------------------------------------------------------------------
LOVE THAT CHICKEN FROM POPEYES 1,257,959 Registered
----------------------------------------------------------------------------------------------------------
ORIGINAL NEW ORLEANS FLAVOR 1,481,990 Registered
----------------------------------------------------------------------------------------------------------
POP Advertising 1,118,920 Registered
----------------------------------------------------------------------------------------------------------
PAL-PAK 1,622,427 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (dancing letters) 1,267,567 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) 1,552,225 Registered
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN (word ▇▇▇▇) 1,257,702 Registered
----------------------------------------------------------------------------------------------------------
CELEBRATE THE SEASONINGS (word ▇▇▇▇) 1,820,292 Registered
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN & BISCUITS (old sign) 1,257,958 Registered
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN & BISCUITS (word ▇▇▇▇) 1,378,568 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (dancing letters) 1,551,239 Registered
----------------------------------------------------------------------------------------------------------
▇▇▇▇▇' CAJUN RICE 1,253,123 Registered
----------------------------------------------------------------------------------------------------------
SIGN DESIGN (w/o Color) 1,112,389 Registered
----------------------------------------------------------------------------------------------------------
SIGN DESIGN (w/o Color) 1,112,390 Registered
----------------------------------------------------------------------------------------------------------
SPECIALIZED FOOD EQUIPMENT CO. 1,150,679 Registered
----------------------------------------------------------------------------------------------------------
SIGN DESIGN (w/o Color) 1,107,576 Registered
----------------------------------------------------------------------------------------------------------
SIGN DESIGN (w/o Color) 1,107,575 Registered
----------------------------------------------------------------------------------------------------------
SUPER POPEYES 1,583,074 Registered
----------------------------------------------------------------------------------------------------------
LOVIN' THAT CHICKEN42 1,735,535 Registered
----------------------------------------------------------------------------------------------------------
STARS & SPICE 1,895,411 Registered
----------------------------------------------------------------------------------------------------------
(Popeyes) SUPER BOX 1,729,637 Registered
----------------------------------------------------------------------------------------------------------
CAJUN TAILGATORS 1,734,169 Registered
----------------------------------------------------------------------------------------------------------
JUST THE WAY YOU LIKE IT 1,716,123 Registered
----------------------------------------------------------------------------------------------------------
TENDER STRIPS 1,747,962 Registered
----------------------------------------------------------------------------------------------------------
SEAFOOD CELEBRAION 1,823,416 Registered
----------------------------------------------------------------------------------------------------------
XIV-A-2
----------------------------------------------------------------------------------------------------------
REGISTRATION
UNITED STATES TRADEMARK DESCRIPTION NUMBER STATUS
----------------------------------------------------------------------------------------------------------
AFC (word ▇▇▇▇) 2,010,357 Registered
----------------------------------------------------------------------------------------------------------
NEW ORLEANS SHRIMP SHOP 1,981,765 Registered
----------------------------------------------------------------------------------------------------------
VALUE LOVERS MENU 1,906,145 Registered
----------------------------------------------------------------------------------------------------------
DAY OF DREAMS (word ▇▇▇▇) 75/213852* Pending
----------------------------------------------------------------------------------------------------------
GOTTA LOVE IT 75/213651* Pending
----------------------------------------------------------------------------------------------------------
CHURCHS CHICKEN (logo & doorway design) 1,918,270 Registered
----------------------------------------------------------------------------------------------------------
FAR WEST (word ▇▇▇▇) 74/605,423* Pending
----------------------------------------------------------------------------------------------------------
VALUE LOVERS MENU & design 1,944,736 Registered
----------------------------------------------------------------------------------------------------------
TEXAS CHICKEN (word ▇▇▇▇) 1,992,427 Registered
----------------------------------------------------------------------------------------------------------
TEXAS CHICKEN Logo 1,966,275 Registered
----------------------------------------------------------------------------------------------------------
POPEYES CHICKEN & BISCUITS (banner design) 74/551,044* Pending
----------------------------------------------------------------------------------------------------------
POPEYES CHICKEN & BISCUITS (banner design) 2,000,593 Registered
----------------------------------------------------------------------------------------------------------
POPEYES CHICKEN & BISCUITS (doorway design) 74/551,043* Pending
----------------------------------------------------------------------------------------------------------
POPEYES CHICKEN & BISCUITS (doorway design) 2,000,592 Registered
----------------------------------------------------------------------------------------------------------
THIS PLACE COOKS. 1,903,216 Registered
----------------------------------------------------------------------------------------------------------
AFC Logo 1,973,182 Registered
----------------------------------------------------------------------------------------------------------
CHURCHS CHICKEN Logo 1,915,306 Registered
----------------------------------------------------------------------------------------------------------
POPEYES Building Design 1,107,609 Registered
----------------------------------------------------------------------------------------------------------
PFC logo (design for manuals) 1,087,882 Registered
----------------------------------------------------------------------------------------------------------
ULTRAFRYER (word ▇▇▇▇) 2,002,020 Registered
----------------------------------------------------------------------------------------------------------
MUCHO'S 1,981,047 Registered
----------------------------------------------------------------------------------------------------------
MUCHO'S Logo 1,982,487 Registered
----------------------------------------------------------------------------------------------------------
JALAPENO CHEESE BOMBERS 75/037,580* Pending
----------------------------------------------------------------------------------------------------------
POPEYES Building Design 1,210,081 Registered
----------------------------------------------------------------------------------------------------------
FRANCHISOR OF CHOICE 74/725,852* Pending
----------------------------------------------------------------------------------------------------------
NEW AGE OF OPPORTUNITY 2,017,585 Registered
----------------------------------------------------------------------------------------------------------
SWEET HEAT 1,563,625 Registered
----------------------------------------------------------------------------------------------------------
NEW AGE OF OPPORTUNITY logo 2,017,586 Registered
----------------------------------------------------------------------------------------------------------
JAM SLAMMER (word ▇▇▇▇) 75/129,887* Pending
----------------------------------------------------------------------------------------------------------
AFC ENTERPRISES & Design 75/160,522* Pending
----------------------------------------------------------------------------------------------------------
XIV-A-3
----------------------------------------------------------------------------------------------------------
REGISTRATION
UNITED STATES TRADEMARK DESCRIPTION NUMBER STATUS
----------------------------------------------------------------------------------------------------------
AFC ENTERPRISES (word ▇▇▇▇) 75/167,395* Pending
----------------------------------------------------------------------------------------------------------
StreetsMart Pending
----------------------------------------------------------------------------------------------------------
POPEYE'S FAMOUS FRIED CHICKEN & BISCUITS 137,714 Registered (NH)
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN 22 Registered (NJ)
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN & BISCUITS 19,483 Registered (PA)
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN Registered
(TN)
----------------------------------------------------------------------------------------------------------
POPEYE'S FAMOUS FRIED CHICKEN & BISCUITS 74,554 Registered
(VT)
----------------------------------------------------------------------------------------------------------
POPEYES FAMOUS FRIED CHICKEN 247,219 Registered
(WV)
----------------------------------------------------------------------------------------------------------
POPEYE'S FAMOUS FRIED CHICKEN 26,055 Registered
(WI)
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) 76/3266 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) 76/3300 Registered
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) Pending
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) Pending
----------------------------------------------------------------------------------------------------------
POPEYES (word ▇▇▇▇) Pending
----------------------------------------------------------------------------------------------------------
CHESAPEAKE BAGEL BAKERY 1,386,980 Registered
----------------------------------------------------------------------------------------------------------
Miscellaneous Design 1,427,545 Registered
----------------------------------------------------------------------------------------------------------
ULTIMATE BAGEL KNOT Pending
----------------------------------------------------------------------------------------------------------
CHESAPEAKE BAGEL BAKERY Pending
----------------------------------------------------------------------------------------------------------
CHESAPEAKE BAGEL BAKERY & design Pending
----------------------------------------------------------------------------------------------------------
CHESAPEAKE BAGEL BREW & design Pending
==========================================================================================================
*Application Number
XIV-A-4
TRADEMARK APPLICATIONS
TRADEMARK
DESCRIPTION APPLICATION NO. STATUS
----------- --------------- ------
XIV-A-5
