EXHIBIT 4.6
CONFORMED COPY
FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
FIRST AMENDMENT, dated as of November 29, 2003 (this
"Amendment"), to the Guarantee and Collateral Agreement, dated as of March 31,
2003 (the "Guarantee and Collateral Agreement"), made by TBC Corporation (the
"Borrower"), Big O Development, Inc., Big O Retail Enterprises, Inc., Big O Tire
of Idaho, Inc., Big O Tires, Inc., ▇▇▇▇▇▇▇'▇, Inc., Merban, Inc., Merchant's,
Incorporated, Northern States Tire, Inc., O Advertising, Inc., TBC Brands, LLC,
TBC Capital, LLC, TBC International Inc., TBC Retail Enterprises, Inc. and Tire
Kingdom, Inc. (each, including the Borrower, a "Grantor") in favor of JPMorgan
Chase Bank, as Collateral Agent for the Secured Parties (as defined in the
Guarantee and Collateral Agreement).
W I T N E S S E T H:
WHEREAS, the Guarantee and Collateral Agreement was executed
in connection with:
(i) the Credit Agreement, dated as March 31, 2003, among
the Borrower, the lenders from time to time party thereto (each a "Lender"),
First Tennessee Bank National Association, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and JPMorgan Chase Bank,
as co-administrative agent for the Lenders (in such capacity the
"Co-Administrative Agent") (the "March 2003 Credit Agreement"), and
(ii) (A) the Second Amended and Restated Note Agreement
(the "Series AB&C Note Agreement"), dated as of April 1, 2003, between the
Borrower and The Prudential Insurance Company of America, and (B) the Note
Purchase Agreement (the "Series D Note Agreement", dated as of April 1, 2003, by
and among the Borrower, The Prudential Insurance Company of America and certain
of its affiliates and managed accounts (collectively, "Prudential");
WHEREAS, concurrently with the execution of this Amendment,
the March 2003 Credit Agreement shall be amended and restated in its entirety
(the March 2003 Credit Agreement as so amended and restated, the "Credit
Agreement") to, among other things, make available to the Borrower the Tranche C
Term Commitments (as defined in the Credit Agreement), to amend certain of the
covenants therein and to make other modifications as specified therein;
WHEREAS, concurrently with the execution of this Amendment,
the Series D Note Agreement shall be amended pursuant to Amendment No. 1 to Note
Purchase Agreement, dated as of even date herewith (the "Series D Note Agreement
Amendment" and, as so amended, the Series D Note Agreement shall be referred to
as the "Amended Series D Note Agreement") and the Series AB&C Note Agreement
shall be amended pursuant to Amendment No. 1 to Second Amended and Restated Note
Agreement, dated as of even date herewith (the "Series AB&C Note Agreement
Amendment" and together with the Series D Note Agreement Amendment, the "Note
Agreement Amendments" and, as so amended, the Series AB&C Note Agreement shall
be referred to herein as the "Amended Series AB&C Note Agreement") to, among
other things, amend certain of the covenants therein and to make other
modifications as specified therein;
WHEREAS, the execution of this Amendment by the parties hereto
and its delivery to the Co-Administrative Agent is a condition precedent to the
effectiveness of the amendment and restatement of the March 2003 Credit
Agreement and the obligation of the Lenders to make their respective extensions
of credit to the Borrower under the Credit Agreement and to the effectiveness of
the Note Agreement Amendments;
NOW, THEREFORE, in consideration of the premises and to induce
the Co-Administrative Agent and the Lenders to enter into the amendment and
restatement of the March 2003 Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Borrower under the Credit Agreement
and to induce Prudential to enter into the Note Agreement Amendments, the
parties hereto hereby agree as follows:
1. Defined Terms. (a) Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Guarantee and
Collateral Agreement.
(b) As used in this Amendment, the terms listed in this
Section 1(b) shall have the respective meanings set forth in this Section 1(b):
"First Amendment Effective Date": as defined in Section 5.
2. Amendments to Section 1.1 (Definitions). (a) The
following definitions are hereby inserted in Section 1.1 of the Guarantee and
Collateral Agreement in proper alphabetical order:
"Affiliate": as defined in the Credit Agreement.
"Hedging Agreement": as defined in the Credit Agreement.
"Specified Hedging Agreement": any Hedging Agreement entered
into by the Borrower and any Lender or Affiliate thereof in respect of
interest rates.
(b) The definition of "Borrower Obligations" appearing in
Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by (i)
deleting such definition in its entirety and (ii) inserting in lieu thereof the
following definition:
"Borrower Obligations": the collective reference to the unpaid
principal of and interest on the Prudential Notes, the Loans and
Reimbursement Obligations and all other obligations and liabilities of
the Borrower (including, without limitation, interest accruing at the
then applicable rate provided in the Credit Agreement, the Note
Agreements and the Prudential Notes after the maturity of the Loans,
the Reimbursement Obligations and the Prudential Notes and interest
accruing at the then applicable rate provided in the Credit Agreement,
the Note Agreements and the Prudential Notes, as applicable, after the
filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the
Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) to the Collateral Agent or any
Secured Party (or, in the case of any Specified Hedging Agreement, any
Affiliate of any applicable Secured Party), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or
in connection with, the Credit Agreement, the Note Agreements, the
Prudential Notes, this Agreement, any Mortgage, any Letter of Credit
and any guarantee of the Borrower's obligations in respect of any of
the foregoing as from time to time in effect, any Specified Hedging
Agreement or any other document made, delivered or given in connection
with any of the foregoing, in each case whether on account of
principal, interest, reimbursement obligations, Make-Whole Amounts,
fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Collateral
Agent or to the Secured Parties that are required to be paid by the
Borrower pursuant to the terms of any of the foregoing agreements)
(collectively, but not including any Specified Hedging Agreement, the
"Loan Documents").
(c) The definition of "Intercreditor Agreement" appearing
in Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by
(i) deleting such definition in its entirety and (ii) inserting in lieu thereof
the following definition:
"Intercreditor Agreement": the Intercreditor Agreement among
Prudential, the Prudential Affiliates, each Lender, the Administrative
Agent and the Collateral Agent, dated as of March 31, 2003, as amended
by the First Amendment to Intercreditor Agreement, dated as of November
29, 2003.
(d) The definition of "Secured Parties" appearing in the
final parenthetical of the preamble of the Guarantee and Collateral Agreement is
hereby amended by inserting immediately following "the Lenders," appearing
therein "each Lender Affiliate party to a Specified Hedge Agreement,".
3. Amendment to Section 8.15 (Releases). Section 8.15(a)
of the Guarantee and Collateral Agreement is hereby amended by inserting
immediately following the phrase "and the other Obligations" appearing therein
"(other than Obligations in respect of Specified Hedging Agreements)".
4. Consent and Acknowledgement. Each Grantor hereby (i)
consents to the amendment and restatement of the March 2003 Credit Agreement and
the Note Agreement Amendments and the transactions contemplated thereby, (ii)
acknowledges and agrees that the guarantees, grants of security interests and
other obligations of such Grantor under the Guarantee and Collateral Agreement
and the other Loan Documents are in all respects continuing, and shall remain
(as amended hereby), in full force and effect after giving effect to the Credit
Agreement, the Amended Series AB&C Note Agreement, the Amended Series D Note
Agreement and this Amendment and (iii) agrees that each reference in the
Guarantee and Collateral Agreement to (A) the "Credit Agreement" shall be deemed
to be a reference to the March 2003 Credit Agreement as amended and restated
pursuant to the Credit Agreement, (B) the "Existing Note Agreement" shall be
deemed to be a reference to the Amended Series AB&C Note Agreement, and (C) the
"Additional Note Agreement" shall be deemed to be a reference to the Amended
Series D Note Agreement, in each case, as such agreements may be further
amended, supplemented or otherwise modified from time to time.
5. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "First Amendment Effective Date") on which:
(i) the Co-Administrative Agent and each Required
Noteholder shall have received counterparts of this Amendment duly
executed and delivered by each of the Borrower, each other Grantor, the
Co-Administrative Agent and each Required Noteholder; and
(ii) the Amendment and Restatement Effective Date (as
defined in the Credit Agreement) shall have occurred; and
(iii) the Effective Date, as defined in the Series AB&C
Note Agreement Amendment (the "Series AB&C Note Agreement Amendment
Effective Date"), and the Effective Date, as defined in the Series D
Note Agreement Amendment (the "Series D Note Agreement Amendment
Effective Date"), shall each have occurred.
6. Representation and Warranties. Each Grantor hereby
represents and warrants (a) to each Lender as of the First Amendment Effective
Date, (b) to each Lender Party party to the Series AB&C Note Agreement Amendment
as of the Series AB&C Note Agreement Amendment Effective Date, and (c) to each
Lender Party party to the Series D Note Agreement Amendment as of the Series D
Note Agreement Amendment Effective Date, in each case, (i) each of the
representations and warranties contained in Sections 4.1(a) through 4.1(d),
inclusive, of the Guarantee and Collateral Agreement are true and correct with
respect to this Amendment (as if each reference to "this Agreement" were a
reference to this Amendment), and (ii) that, after giving effect to this
Amendment, each of the representations and warranties of such Grantor in or
pursuant to the Guarantee and Collateral Agreement is true and correct in all
material respects and the information set forth on the Schedules thereto is true
and correct except as set forth on Annex I hereto, as if made on the First
Amendment Effective Date, the Series AB&C Note Agreement Amendment Effective
Date and the Series D Note Agreement Amendment Effective Date, as applicable.
7. Counterparts. This Amendment may be executed by one
or more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.
8. Severability; Headings. Any provision of this
Amendment that is prohibited or unenforceable in any jurisdiction, shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The section and
subsection headings used in this Amendment are for convenience of reference only
and are not to affect the construction hereof or to be taken into consideration
in the interpretation hereof.
9. Continuing Effect of Other Documents. This Amendment
shall not constitute an amendment or waiver of any other provision of the
Guarantee and Collateral Agreement not expressly referred to herein and shall
not be construed as a waiver or consent to any further or future action on the
part of any Grantor that would require a waiver or consent of the Lenders, the
Co-Administrative Agent or the Required Noteholders. Except as expressly
amended, modified and supplemented hereby, the provisions of the Guarantee and
Collateral Agreement are and shall remain in full force and effect.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Guarantee and Collateral Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the date first
above written.
TBC Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
TBC International Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
▇▇▇▇▇▇▇'▇, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
Big O Tires, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TBC Retail Enterprises, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
Big O Tire of Idaho, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
O Advertising, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Tire Kingdom, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
Northern States Tire, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
Big O Retail Enterprises, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
Big O Development, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TBC Brands, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President and Treasurer
TBC Capital, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President and Treasurer
Merchant's, Incorporated
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
Merban, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/CFO
JPMORGAN CHASE BANK,
as Co-Administrative Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
PRUCO LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
RGA REINSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.,
as Investment Advisor
By: Prudential Private Placement Investors, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
BAYSTATE INVESTMENTS, LLC
By: Prudential Private Placement Investors, L.P.,
as Investment Advisor
By: Prudential Private Placement Investors, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
UNITED OMAHA LIFE INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.,
as Investment Advisor
By: Prudential Private Placement Investors, Inc.,
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Annex I
Supplements to Guarantee and Collateral Agreement Schedules
Schedule 1
None.
Schedule 2
Additional Pledged Stock:
Issuer Class of Stock Cert. No. No. of Shares
------ -------------- --------- -------------
NTW Incorporated Common --- 970
Additional Uncertificated Securities:
Name of Issuer Percentage of Membership Interests Pledged
-------------- ------------------------------------------
TBC of Nevada, LLC 100% (owned by TBC Corporation)
Schedule 3
See attached Amended Schedule 3, which replaces the existing Schedule 3.
Schedule 4
- Merchant's, Incorporated has dropped its opposition filing on the "Ready to
Roll Tire Pricing" trademark.
- See additional items attached.
Amended Schedule 3
LOCATION OF JURISDICTION AND CHIEF EXECUTIVE OFFICE
Jurisdiction Location of Chief
Grantor of Organization Executive Office
------- --------------- ----------------
TBC Corporation Delaware ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TBC International Inc. Delaware ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇'▇, Inc. Georgia ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Big O Tires, Inc. Nevada ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TBC Retail Enterprises, Inc. Delaware ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Big O Tire of Idaho, Inc. Idaho ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
O Advertising, Inc. Colorado ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tire Kingdom, Inc. Florida ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Northern State Tire, Inc. Delaware ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Big O Retail Enterprises, Inc. Colorado ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Big O Development, Inc. Colorado ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TBC Brands, LLC Delaware Suite 390-P
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
TBC Capital, LLC ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Merchant's, Incorporated Delaware ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Merban, Inc. Virginia ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TBC of Nevada LLC Nevada ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NTW Incorporated Delaware ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SCHEDULE 4, continued
TBC BRANDS, LLC
Trademark Report by ▇▇▇▇ Printed: 11/19/2003
11/19/2003
Status: ACTIVE
COUNTRY REFERENCE# FILED APPL# REGDT REG# STATUS
Next Action Due
BROADWAY CLASSIC
CANADA T33613CA0 3/11/2003 1170885
9/11/2004 STATUS INQUIRY
MEXICO T33613MX0 5/6/2003 599520 6/24/2003 795971 REGISTERED
12/24/200? CU-USE DUE
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/12/2003 N/A PENDING
12/12/200? DECLARATION RCVD?
GRAND SPIRIT TOURING
CANADA T33909CA0 7/23/2003 N/A PENDING
1/23/2005 STATUS INQUIRY
MEXICO T33909MX0 7/28/2003 611950 PENDING
1/28/2005 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,447 PENDING
2/13/2004 OFFICE ACTION RECD ?
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 9/23/2003 76/546,451 PENDING
1/23/2004 FOREIGN FILING
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 10/24/2003 76/554,893 PENDING
1/24/2004 FILING RECPT RECD ?
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 10/24/2003 76/554,894 PENDING
1/24/2004 FILING RECPT RECD ?
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 10/24/2003 76/554,892 PENDING
1/24/2004 FILING RECPT RECD ?
MULTI-MILE GRAND TOUR
CANADA T33908CA0 6/23/2003 1185399 PENDING
12/23/200? STATUS INQUIRY
MEXICO T33908MX0 7/25/2003 601782 PENDING
12/5/2003 SEND INSTRUCTIONS
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,446 PENDING
2/13/2004 OFFICE ACTION RECD ?
Status: ACTIVE
COUNTRY REFERENCE# FILED APPL# REGDT REG# ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 10/24/2003 76/554,895 PENDING
1/24/2004 FILING RECPT RECD ?
POWER KING TOWMAX
UNITED STATES T34185US0 9/26/2003 76/547,724 PENDING
1/26/2004 FOREIGN FILING
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 3/11/2003 1170886 PENDING
9/11/2004 STATUS INQUIRY
MEXICO T33181MX0 5/8/2003 599913 6/9/2003 794785 REGISTERED
12/9/2005 CU-USE DUE
TOUR PLUS
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/12/2003 N/A PENDING
12/12/200 DECLARATION RCVD?
TRAIL GUIDE RT
CANADA T33588CA0 3/12/2003 1170927 PENDING
9/12/2004 STATUS INQUIRY
MEXICO T33588MX0 4/2/2003 595183 5/14/2003 790850 REGISTERED
2/14/2006 CU-USE ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 3/12/2003 76/497,369 PENDING
7/28/2004 OFFICE ACTION RECD ?
VANDERBILT TOURING
CANADA ▇▇▇▇▇▇▇▇▇ 3/12/2003 1170928 PENDING
9/12/2004 STATUS INQUIRY
MEXICO T33597MX0 4/2/2003 595182 5/20/2003 791495 REGISTERED
2/20/2006 CU-USE DUE
WILD SPIRIT
UNITED STATES ▇▇▇▇▇▇▇▇▇ 6/24/2003 76/525,500 PENDING
10/24/200? FOREIGN FILING
WILD SPIRIT TOURING LS
MEXICO T33595MX0 4/1/2003 592652 PENDING
1/15/2004 ASSIGNMENT RCRD
END OF TOTAL ITEMS SELECTED 25
BIG O TIRES, INC.
Trademark Report by ▇▇▇▇ Printed: 11/19/2003
11/19/2003
Status: PENDING
COUNTRY REFERENCE# FILED APPL# REGDT REG# ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/10/2003 ▇/▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 7/3/2003 1,183,480 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,811 PENDING
BIGFOOT & DESIGN OF FACE
CANADA ▇▇▇▇▇▇▇▇▇ 7/3/2003 1,183,484 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,813 PENDING
BIGFOOT & DESIGN OF FLAG
CANADA T34344CA0 7/3/2003 1,183,482 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,815 PENDING
BIGFOOT & DESIGN OF FOOT
CANADA T34339CA0 7/3/2003 1,183,478 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,449 PENDING
BIGFOOT & DESIGN OF JEEP
CANADA T34341CA0 7/3/2003 1,183,481 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,812 PENDING
BIGFOOT & DESIGN OF ROCKET
CANADA T34343CA0 7/3/2003 1,183,483 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,814 PENDING
BIGFOOT & DESIGN OF SCISSORS
CANADA T33147CA0 7/3/2003 1,183,479 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,448 PENDING
BIGFOOT COUNTRY & DESIGN
CANADA T33146CA0 ▇/▇/▇▇▇▇ ▇/▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/16/2003 ▇▇/▇▇▇,▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/10/2003 N/A PENDING
EURO TOUR
CANADA ▇▇▇▇▇▇▇▇▇ 1/15/2003 1164833 PENDING
FUGITIVE
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/10/2003 N/A PENDING
Trademark Report by ▇▇▇▇ Printed: 11/19/2003
COUNTRY REFERENCE# FILED APPL# REGDT REG# STATUS
LEGACY TOUR PLUS
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/12/2003 ▇/▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/10/2003 ▇/▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇/▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 7/3/2003 1183486 PENDING
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/13/2003 76/513,445 PENDING
VENGEANCE RADIAL SPORT
UNITED STATES T34359US0 11/10/2003 ▇/▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11/10/2003 N/A PENDING
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ & DESIGN
MEXICO T32080MX2 4/14/2003 5970186/30/2003 798421 REGISTERED
END OF TOTAL ITEMS SELECTED 27
NTW INCORPORATED
(AFTER CLOSING OF NTB ACQUISITION)
1. Copyright registrations:
REGISTRATION NO. TITLE
---------------- -----
TX-365-114 Tires
▇▇-▇-▇▇▇-▇▇▇ ▇▇▇ winter tire sale
2. Trademark registrations:
REGISTRATION
▇▇▇▇ NO. GOODS / SERVICES
---- ------------ ----------------
DESIGN OF NTB TIRE 2,269,464 Retail store services in the field of automobile
tires, brakes, batteries and related parts
NTB 2,194,224 Retail store services in the field of automobile
tires, brakes, batteries and related parts
NTB NATIONAL TIRE & BATTERY 2,220,852 Retail Store Services in the field of automobile
tires, brakes, batteries, and related parts
NTB NATIONAL TIRE AND BATTERY 2,220,845 Retail store services in the field of automobile
tires, brakes, batteries and related parts
OUR TIRES ARE INFLATED . . . NOT OUR 2,270,830 Retail store services in the field of automotive
PRICES products
WE KNOW TIRES 2,687,303 Retail tire store services
WE LET THE AIR OUT OF TIRE PRICES 2,274,478 Retail store services in the field of automotive
products
WE'RE EVERYTHING YOU WANT, NOTHING 2,268,885 Retail store services in the field of automotive
LIKE YOU'D EXPECT parts and accessories, tires and wheels
COMPUTIRE (Image) 1,309,293 Providing detailed, computerized information in
the field of tires - namely, comparisons
regarding mileage, traction and other important
features
TIRES BY NTW KNOW NTW...AND YOU'LL Florida Reg. T02877 Distributorship services in field of automobile
KNOW TIRES tires and parts; retail/wholesale sales of tires
and other automotive parts and services
NTW Florida Reg. T02876 Distributorship services in field of automobile
tires and parts; retail/wholesale sales of tires
and other automotive parts and services
TIRES BY NTW Florida Reg. T02873 Technical assistance in establishing and/or
NATIONAL TIRE operation of business specializing in the
WHOLESALE distribution of vehicle tires and parts,
distributorship services in the field of vehicle
tires, parts and service, retail/wholesale sales
of tires and other automotive parts and services
REGISTRATION
▇▇▇▇ NO. GOODS / SERVICES
---- ------------ ----------------
NTW Florida Reg. Distributorship services in the field of
T04618 automobile tires & parts; retail/ wholesale
sales of tires and other automotive parts &
service
FLEETFORCE Georgia Reg. Retail sale of automotive tires, parts, and
S13361 maintenance and repair services
