EX-10.4 5 d107138dex104.htm EX-10.4

EXHIBIT 10.4

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (“Agreement”), dated as of December 2, 2015 is made by Graham Corporation, a Delaware corporation (the “Borrower”), and the undersigned subsidiaries of the Borrower (each, a “Grantor” and collectively, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of December 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent and the other parties thereto.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Credit Agreement the Grantors have executed and delivered a Pledge and Security Agreement dated as of December 2, 2015 in favor of the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, the Grantors pledged and granted to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all Intellectual Property, including the Trademarks; and

WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to enter into the Credit Agreement, each Grantor agrees, for the benefit of the Administrative Agent and the Lenders, as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Security Agreement.

SECTION 2. Grant of Security Interest. Each Grantor hereby pledges and grants a continuing security interest in, and a right of setoff against, and agrees to assign, transfer and convey, upon demand made upon the occurrence and during the continuance of an Event of Default without requiring further action by either party and to be effective upon such demand, (i) all of such Grantor’s right, title and interest in, to and under the Trademarks owned by such Grantor (including, without limitation, those items listed on Schedule A hereto), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement, dilution, or other violation of any of the foregoing or for any injury to goodwill (collectively, the “Trademark Collateral”), and (v) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit, to the Administrative Agent for the benefit of the Secured Parties to secure payment, performance and observance of the Obligations.

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SECTION 3. Purpose. This Agreement has been executed and delivered by each Grantor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Administrative Agent for the benefit of the Secured Parties in connection with the Security Agreement and is expressly subject to the terms and conditions thereof. The Security Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4. Authorization to Supplement. If any Grantor shall obtain rights to any new Trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Such Grantor shall give notice in writing to Administrative Agent in accordance with the terms of the Security Agreement with respect to any such new Trademarks or renewal or extension of any Trademark registration. Without limiting such Grantor’s obligations under this Section, such Grantor hereby authorizes the Administrative Agent unilaterally to modify this Trademark Security Agreement by amending Schedule A to include any such new Trademark rights of such Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule A shall in any way affect, invalidate or detract from the Administrative Agent’s continuing security interest in all Trademark Collateral, whether or not listed on Schedule A.

SECTION 5. Applicable Law. THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 7 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

SECTION 6. Acknowledgment. Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Parties with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Credit Agreement and the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 7. Counterparts. This Agreement may be executed in any number of counterparts and delivered via facsimile or other electronic format, 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 page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

GRANTORS:
GRAHAM CORPORATION, a Delaware corporation
By: /s/ Jeffrey Glajch
Name: |  | Jeffrey Glajch
Title: |  | Chief Financial Officer
ENERGY STEEL & SUPPLY CO., a Michigan corporation
By: /s/ Jeffrey Glajch
Name: Jeffrey Glajch
Title: Chief Financial Officer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders
By: /s/ Philip M. Hendrix
Name: |  | Philip M. Hendrix
Title: |  | Vice President and Authorized Officer

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SCHEDULE A

U.S. Trademark Registrations and Applications

TRADEMARKS

Name of Grantor |  | Trademark |  | Registration Date |  | Registration Number |  | Country
Graham Corporation |  | GRAHAM |  | 11/18/1997 |  | 2,113,725 |  | US
Graham Corporation |  |  |  | 12/23/1997 |  | 2,123,101 |  | US
Graham Corporation |  |  |  | 11/20/2007 |  | 3,339,668 |  | US
Graham Corporation |  | GRAHAM PRECISION PUMPS |  | 7/7/1998 |  | 2,171,065 |  | US
Graham Corporation |  | GRAHAM VACUUM AND HEAT TRANSFER |  | 7/7/1998 |  | 2,171,070 |  | US
Graham Corporation |  | HELIFLOW |  | 4/8/2003 |  | 2,704,853 |  | US
Graham Corporation |  | MICROMAX |  | 6/17/2008 |  | 3,450,764 |  | US
Graham Corporation |  | MICROMIX |  | 11/18/1958 |  | 669,905 |  | US
Graham Corporation |  | SEALCOOL |  | 8/8/2000 |  | 2,375,893 |  | US
Graham Corporation |  | ULTRAHEAT |  | 10/23/2007 |  | 3,319,469 |  | US
Graham Corporation |  | VACADEMICS |  | 9/24/2002 |  | 2,626,331 |  | US
Graham Corporation |  | VACWORKS |  | 11/30/1999 |  | 2,296,884 |  | US
Graham Corporation |  | G Logo |  | 10/06/2006 |  | 004596011 |  | CTM
Graham Corporation |  | GRAHAM |  | 000486845 |  | 01/16/200 |  | CTM
Graham Corporation |  | GRAHAM |  | 004586467 |  | 11/27/2006 |  | CTM
Graham Corporation |  | GRAHAM & DESIGN |  | 000486852 |  | 3/3/1997 |  | CTM
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 07) |  | 5288202 |  | 4/14/2006 |  | CN
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 37) |  | 5288203 |  | 4/14/2006 |  | CN
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 40) |  | 5288204 |  | 4/14/2006 |  | CN
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 42) |  | 5288205 |  | 4/14/2006 |  | CN
Graham Corporation |  | GRAHAM ENGINEERING & DESIGN |  | 005290275 |  | 8/23/2007 |  | CTM
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN |  | 1502414 |  | 11/08/2006 |  | IN
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 07) |  | 992949 |  | 07/23/2007 |  | MX
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 37) |  | 971079 |  | 01/30/2007 |  | MX

Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 40) |  | 971080 |  | 01/30/2007 |  | MX
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 42) |  | 971081 |  | 01/30/2007 |  | MX
Graham Corporation |  | GRAHAM ENGINEERING ANSWERS & DESIGN (Class 11) |  | 848887 |  | 04/17/2007 |  | MX
Graham Corporation |  | GRAHAM VACUUM AND HEAT TRANSFER & DESIGN (Class 07) |  | 5288206 |  | 04/14/2006 |  | CN
Graham Corporation |  | GRAHAM VACUUM AND HEAT TRANSFER & DESIGN (Class 37) |  | 5288207 |  | 04/14/2006 |  | CN
Graham Corporation |  | GRAHAM VACUUM AND HEAT TRANSFER & DESIGN (Class 40) |  | 5288208 |  | 04/14/2006 |  | CN
Graham Corporation |  | GRAHAM VACUUM AND HEAT TRANSFER & DESIGN (Class 42) |  | 5288209 |  | 04/14/2006 |  | CN
Graham Corporation |  | GVHT (Class 07) |  | 5288210 |  | 04/14/2006 |  | CN
Graham Corporation |  | GVHT (Class 37) |  | 5288211 |  | 04/14/2006 |  | CN
Graham Corporation |  | GVHT (Class 40) |  | 5288186 |  | 04/14/2006 |  | CN
Graham Corporation |  | GVHT (Class 42) |  | 5288187 |  | 04/14/2006 |  | CN
Graham Corporation |  | GVHT (Class 11) |  | 5882574 |  | 02/01/2007 |  | CN
Graham Corporation |  | HELIFLOW |  | 736590 |  | 12/01/2003 |  | BX
Graham Corporation |  | HELIFLOW |  | TMA169350 |  | 05/22/1970 |  | CA
Graham Corporation |  | HELIFLOW |  | 977506 |  | 07/27/1987 |  | DE
Graham Corporation |  | HELIFLOW |  | 226805 |  | 01/08/2003 |  | IE
Graham Corporation |  | HELIFLOW |  | 2320120 |  | 01/08/2003 |  | UK
Graham Corporation |  | MICROMAX |  | TMA631,364 |  | 01/27/2005 |  | CA
Graham Corporation |  | MICROMIX |  | TMA169351 |  | 05/22/1970 |  | CA

TRADEMARK APPLICATIONS

None.