Exhibit



EXECUTION VERSION







EXHIBIT 10.11
                                    
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT


THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of November 6, 2018 by and among Farmer Bros. Co., a Delaware corporation (the “Borrower”), Boyd Assets Co., a Delaware corporation (“Boyd Assets”), China Mist Brands, Inc., a Delaware corporation (“China Mist”), Coffee Bean International, Inc., an Oregon corporation (“Coffee Bean”), FBC Finance Company, a California corporation (“FBC”), and Coffee Bean Holding Co., Inc., a Delaware corporation (“Coffee Bean Holdings”, and together with the Borrower, Boyd Assets, China Mist, Coffee Bean, and FBC, each an “Initial Grantor”; the Initial Grantors, together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I (each, a “Security Agreement Supplement”), collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
PRELIMINARY STATEMENTS
WHEREAS, the Initial Grantors, the Lenders party thereto and the Administrative Agent are entering into an Amended and Restated Credit Agreement dated as of November 6, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), which Credit Agreement amends and restates in its entirety the Existing Credit Agreement (as defined in the Credit Agreement);


WHEREAS, the Credit Agreement, among other things, re-evidences the Borrower’s outstanding obligations under the Existing Credit Agreement and provides, subject to the terms and conditions thereof, for extensions of credit and other financial accommodations to be made by the Lenders to or for the benefit of the Borrower;
WHEREAS, as a condition precedent to the effectiveness of the Existing Credit Agreement, certain of the Initial Grantors entered into the Pledge and Security Agreement, dated as of March 2, 2015 with the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”); and


WHEREAS, the Initial Grantors wish to reaffirm their obligations under the Existing Security Agreement, amend and restate the Existing Security Agreement and continue to secure their obligations to the Secured Parties pursuant to the terms of this Security Agreement;
ACCORDINGLY, to induce the Administrative Agent and the Lenders to enter into and extend credit to the Borrower under the Credit Agreement, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:









ARTICLE I
 DEFINITIONS
1.1.    Terms Defined in Credit Agreement.  All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
1.2.    Terms Defined in UCC.  The following terms are used herein as defined in Article 9 of the UCC:  Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Supporting Obligations and Tangible Chattel Paper.  The terms “Securities” and “Securities Accounts” are used herein as defined in Article 8 of the UCC.
1.3.    Definitions of Certain Terms Used Herein.  As used in this Security Agreement, in addition to the terms defined above and in the Preliminary Statements, the following terms shall have the following meanings:
“Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.
“Collateral” shall have the meaning set forth in Article II.
“Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Administrative Agent, the applicable Grantor and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, supplemented or otherwise modified from time to time.
“Collateral License” means any written inbound license or agreement under which a Grantor is authorized to use intellectual property in connection with any manufacture, marketing, distribution or disposition of Inventory.
“Collateral Report” means any certificate, report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.
“Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.
“Copyright Security Agreement” means each Copyright Security Agreement, substantially in the form attached as Exhibit J, executed and delivered by the Grantors, or any of them, and the Administrative Agent.
“Copyrights” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:  (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; 


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(c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Deposit Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Grantor, a banking institution holding such Grantor’s funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by such Grantor with such banking institution.
“Excluded Accounts” means a Deposit Account or Securities Account containing not more than $50,000 at any one time; provided, however, that the aggregate amount of funds and the fair market value of all other assets contained in all such Deposit Accounts or Securities Accounts referred to above shall not exceed $250,000 at any one time.
“Excluded Collateral” means, collectively, (a) Intentionally Omitted, (b) voting Equity Interests of any CFC or Domestic Subsidiary HoldCo, solely to the extent that (i) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or Domestic Subsidiary HoldCo, and (ii) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC or Domestic Subsidiary HoldCo would result in adverse tax consequences (as reasonably determined by the Borrower in consultation with the Administrative Agent) or the costs to any of the Grantors of providing such pledge are unreasonably excessive (as determined by the Administrative Agent in consultation with the Borrower) in relation to the benefits to the Administrative Agent, the other Lenders of the security afforded thereby (which pledge, if reasonably requested by the Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (c) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited or restricted as a matter of law or under the terms of such contract, lease, permit, license, or license agreement, or would invalidate any such contract, lease, permit, license or license agreement, and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided that, (i) the foregoing exclusions of this clause (c) shall in no way be construed (A) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (B) to apply to the extent that any consent or waiver has been obtained that would permit the Administrative Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (ii) the foregoing exclusions of clauses (b) and (c) shall in no way be construed to limit, impair, or otherwise affect any of the Administrative Agent’s or any Lender’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (A) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (B) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (d) any United States intent-to-use trademark or service mark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of a registration issuing from such intent-to-use trademark or service mark applications 


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under applicable federal law, provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1051(c) or a statement of use pursuant to 15 U.S.C. Section 1051(d) (or any successor provisions), such intent-to-use trademark or service mark application shall be considered Collateral; (e) any interest in any real property held by any Grantor; (f) motor vehicles, aircraft and other assets subject to certificates of title; (g) Excluded Deposit and Securities Accounts; and (h) margin stock (as defined in Regulation U).
“Excluded Deposit and Securities Accounts” means the collective reference to:  (a) Deposit Accounts of Grantors specially and exclusively used for payroll, payroll taxes, trust or fiduciary purposes and other employee wage and benefit payments to or for the Grantors’ employees (provided that the amount on deposit in such accounts does not exceed the then current amount of such payroll, payroll taxes and other employee wage and benefit obligations), and (b) Deposit Accounts specially and exclusively used for taxes, including sales taxes (provided that the amount on deposit in such accounts does not exceed the then current amount of such tax obligations).
“Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.
“Fixtures” shall have the meaning set forth in Article 9 of the UCC.
“Lenders” means the lenders party to the Credit Agreement and their successors and assigns.
“Licenses” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all written licensing agreements or other grants of rights with respect to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.
“Patent Security Agreement” shall mean each Patent Security Agreement, substantially in the form attached as Exhibit K, executed and delivered by the Grantors, or any of them, and the Administrative Agent.
“Patents” means, with respect to any Person, all of such Person’s right, title, and interest in and to:  (a) any and all patents and patent applications; (b) all inventions and improvements claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.
“Pledged Collateral” means all Instruments, Securities and other Investment Property of the Grantors to the extent constituting Collateral, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement.
“Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.


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“Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.
“Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.
“Trademark Security Agreement” means each Trademark Security Agreement, substantially in the form attached as Exhibit L, executed by the Grantors, or any of them, and the Administrative Agent.
“Trademarks” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:  (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all rights corresponding to any of the foregoing throughout the world.
“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent’s or any other Secured Party’s Lien on any Collateral.
The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.
ARTICLE II
REAFFIRMATION AND GRANT OF SECURITY INTEREST
Each Grantor party to the Existing Security Agreement reaffirms the security interest granted under the terms and conditions of the Existing Security Agreement and agrees that such security interest remains in full force and effect and is hereby ratified, reaffirmed and confirmed.  Each Grantor party to the Existing Security Agreement acknowledges and agrees with the Administrative Agent that the Existing Security Agreement is amended, restated, and superseded in its entirety pursuant to the terms hereof.  Furthermore, each Grantor hereby pledges, collaterally assigns and grants to the Administrative Agent, on behalf of and for the benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under the following personal property and assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including, without limitation, the following assets of such Grantor:


(i)all Accounts; 


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(ii)all Chattel Paper;
(iii)all Copyrights, Patents, Trademarks and Licenses; 
		
	(iv)
	all Documents; 


		
	(v)
	all Equipment;


		
	(vi)
	all Fixtures;


		
	(vii)
	all General Intangibles; 


		
	(viii)
	all Goods;


		
	(ix)
	all Instruments; 


		
	(x)
	all Inventory;


		
	(xi)
	all Investment Property; 


		
	(xii)
	all cash or cash equivalents; 


		
	(xiii)
	all letters of credit, Letter-of-Credit Rights and Supporting Obligations;


		
	(xiv)
	all Deposit Accounts with any bank or other financial institution;


		
	(xv)
	all Commercial Tort Claims;


		
	(xvi)
	all Farm Products; and 


		
	(xvii)
	all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;




to secure the prompt and complete payment and performance of the Secured Obligations.
Notwithstanding anything contained in this Security Agreement to the contrary, the term “Collateral” and the foregoing grant shall not include, or the security interest shall not attach to, and no representation, warranty or covenant under this Security Agreement or any other Loan Document shall apply to, any Excluded Collateral; provided that if and when any property shall cease to be Excluded Collateral, such property shall be deemed at all times from and after such date to constitute Collateral to the extent subject to the grant clause in this Article II.




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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of the Initial Grantors represents and warrants to the Administrative Agent and the Secured Parties, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement in substantially the form of Annex I represents and warrants (after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement), that:
3.1.    Title Authorization Validity, Enforceability, Perfection and Priority.  Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Administrative Agent the security interest in the Collateral pursuant hereto.  The execution and delivery by such Grantor of this Security Agreement has been duly authorized by all necessary organizational actions of such Grantor, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor which is enforceable in accordance with its terms and creates a security interest against such Grantor in all Collateral it now owns or hereafter acquires, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.  When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit H, the Administrative Agent will have a perfected first priority security interest in that Collateral of such Grantor in which a security interest may be perfected by such filings, subject only to Liens permitted under Section 4.1(e).
3.2.    Type and Jurisdiction of Organization Organizational and Identification Numbers.  As of the Effective Date, the type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.
3.3.    Principal Location.  As of the Effective Date, such Grantor’s mailing address, which shall be its address for notices and other communications provided for herein and the location of its places of business and its chief executive office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.
3.4.    Collateral Locations.  As of the Effective Date, all of such Grantor’s locations where Collateral in excess of $500,000 is located (other than any Collateral in transit in the ordinary course of business) are listed on Exhibit A.  As of the Effective Date, all of said locations are owned by such Grantor except for locations (i) which are leased by such Grantor as lessee and designated in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.
3.5.    Deposit Accounts and Securities Accounts.  As of the Effective Date, all of such Grantor’s Deposit Accounts and Securities Accounts are listed on Exhibit B.


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3.6.    Exact Names.  As of the Effective Date, such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization.  Such Grantor has not, during the five years prior to the Effective Date and other than as previously disclosed to the Administrative Agent in writing, been known by or used or conducted business under any other corporate or fictitious name, or been a party to any merger or consolidation, been a party to any acquisition (except the Specified Acquisition) or changed its jurisdiction of formation.
3.7.    Letter-of-Credit Rights and Chattel Paper.  As of the Effective Date, Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of such Grantor.  As of the Effective Date, all action by such Grantor necessary or desirable to protect and perfect the Administrative Agent’s Lien on each item listed on Exhibit C (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) has been duly taken to the extent required by the Administrative Agent.  The Administrative Agent will have a perfected first priority security interest in the Collateral listed on Exhibit C subject only to Liens permitted under Section 4.1(e).
3.8.    Accounts and Chattel Paper.
(a)    The amounts owing, due dates and, to the knowledge of the Grantors, the names of the obligors and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all applicable records of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time.
(b)    As of the Effective Date, no Grantor has any Collateral evidenced or represented by any Tangible Chattel Paper in excess of $250,000 individually or $500,000 in the aggregate other than the Tangible Chattel Paper listed on Exhibit C.  All action required under Section 4.4 of this Security Agreement has been duly taken by such Grantor.
3.9.    Inventory.  All Inventory of such Grantor (i) is of good and merchantable quality and free from known defects (other than defects arising in the ordinary course of such Grantor’s business) except to the extent the failure of which would not reasonably be expected to have a Material Adverse Effect, (ii) as of the Effective Date, is (other than Inventory in transit) located at one of such Grantor’s locations set forth on Exhibit A or at any other location permitted by Section 4.1(g), and (iii) has been produced in all material respects in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.
3.10.    Intellectual Property.  As of the Effective Date, such Grantor does not have any interest in, or title to, any registered Patent, Trademark or Copyright (or application for such registration) except as set forth in Exhibit D.  This Security Agreement and each Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit H, Copyright Security Agreements with the United States Copyright Office, and Patent Security Agreements and Trademark Security Agreements with the United States Patent and Trademark Office, perfected first priority security interests (subject only to Liens permitted by Section 4.1(e)) in favor of the Administrative Agent on such Grantor’s United States Patents, Trademarks and Copyrights and such perfected security interests are enforceable in accordance with their terms as such as against any and all creditors of and purchasers from such Grantor subject to applicable bankruptcy law and general principles of equity.


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3.11.    Filing Requirements.  None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal statute except:  (a) for Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D; (b) for Patents, Trademarks and Copyrights acquired after the date hereof and disclosed to Administrative Agent in accordance with Section 4.7(c); and (c) to the extent notified in writing to the Administrative Agent within five (5) Business Days of any Grantor acquiring any such assets.  Notwithstanding anything contained in the Loan Documents to the contrary, no Grantor shall be required to take any action required under the law of any non-U.S. jurisdiction to create or perfect any security interest in any intellectual property.
3.12.    No Financing Statements, Security Agreements.  No effective financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative Agent on behalf of the Secured Parties as the secured party and (b) as permitted by Section 4.1(e); provided, that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e).
3.13.    Pledged Collateral.
(a)    As of the Effective Date, Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor.  Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and as permitted by Section 4.1(e).  Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) to the extent reasonably requested by the Administrative Agent after the occurrence of an Event of Default that is continuing, all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control, provided, however, that no such control agreement shall be required in respect of any Excluded Account or for the 90-day period (or such longer period as agreed by the Administrative Agent in its sole discretion) after the Effective Date and (iii) to the knowledge of the applicable Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer (subject to debtor relief and bankruptcy laws and to general principles of equity) and such issuer is not in default thereunder.
(b)    In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral 


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pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c)    As of the Effective Date, except as set forth in Exhibit G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
ARTICLE IV
COVENANTS
From the date of this Security Agreement and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each of the Initial Grantors agrees that, and from and after the effective date of any Security Agreement Supplement applicable to any Grantor (and after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement) and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each such subsequent Grantor agrees that:
4.1.    General.
(a)    Collateral Records.  Such Grantor will maintain complete and accurate books and records with respect to the Collateral owned by it consistent with past practices, and furnish to the Administrative Agent, with sufficient copies for each of the Secured Parties, such reports relating to such Collateral as the Administrative Agent shall from time to time reasonably request.
(b)    Authorization to File Financing Statements; Ratification.  Such Grantor hereby authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e), provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e).  Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral (1) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, and the type of such Grantor’s organization.  Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request.  Such Grantor 


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also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(c)    Further Assurances.  Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.
(d)    Disposition of Collateral.  Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for Dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.
(e)    Liens.  Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement, and (ii) other Liens permitted under Section 6.02 of the Credit Agreement; provided, that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement.
(f)    Other Financing Statements.  Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except for financing statements (i) naming the Administrative Agent on behalf of the Secured Parties as the secured party, and (ii) in respect to other Liens permitted by Section 4.1(e).  Such Grantor acknowledges that it is not authorized to file any financing statement covering all or any portion of the Collateral, or any amendment or termination statement with respect to any financing statement referred to in clause (i), above, without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.
4.2.    Receivables.
(a)    Certain Agreements on Receivables.  Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory or the rendering of services in accordance with its present policies and in the ordinary course of business and as otherwise permitted under the Credit Agreement.
(b)    Collection of Receivables.  Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it in accordance with past practice and in the ordinary course of business.
(c)    Electronic Chattel Paper.  Such Grantor shall take all steps requested by the Administrative Agent in its reasonable discretion to grant the Administrative Agent Control of all electronic chattel paper valued in excess of $500,000 in the aggregate for all such electronic chattel 


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paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.
4.3.    Intentionally Omitted.
4.4.    Delivery of Instruments, Securities, Chattel Paper and Documents.  Such Grantor will (a) deliver to the Administrative Agent promptly upon execution of this Security Agreement the originals of all Tangible Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral owned by it (if any then exist), in each case solely to the extent such item of Tangible Chattel Paper, Security, or Instrument exceeds $250,000 individually or $500,000 in the aggregate, (b) hold in trust for the Administrative Agent upon receipt and promptly thereafter deliver to the Administrative Agent any such Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral, in each case solely to the extent such item of Chattel Paper, Security, or Instrument exceeds $250,000 individually or $500,000 in the aggregate and (c) upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly deliver to the Administrative Agent) any Document evidencing or constituting Collateral.
4.5.    Uncertificated Pledged Collateral.  Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement.  With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral, promptly upon the Administrative Agent’s request, and (b) any securities intermediary which is the holder of any such Pledged Collateral, in each case, to cause the Administrative Agent to have and retain Control over such Pledged Collateral.  Without limiting the foregoing, such Grantor will, promptly upon the Administrative Agent’s reasonable request, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control; provided, however, that no such control agreement shall be required in respect of any Excluded Account or for the 90-day period (or such longer period as agreed by the Administrative Agent in its sole discretion) after the Effective Date.
4.6.    Pledged Collateral.
(a)    Changes in Capital Structure of Issuers.  Such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, consummate a Division, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets or merge or consolidate with any other entity, in each case except as permitted by the Credit Agreement, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.


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(b)    Issuance of Additional Securities.  Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or as permitted by the Credit Agreement.
(c)    Registration of Pledged Collateral.  Upon the occurrence and during the continuance of an Event of Default, such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Required Lenders.
(d)    Exercise of Rights in Pledged Collateral.
(i)    Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral in any material respect.
(ii)    Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, upon notice by the Administrative Agent (to the extent such notice is not prohibited by applicable law), to exercise or refrain from exercising all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.
(iii)    Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement.
4.7.    Intellectual Property.
(a)    Upon the occurrence of an Event of Default that is continuing, if requested by the Administrative Agent, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any Collateral License held by such Grantor and to enforce the security interests granted hereunder.
(b)    Such Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) that is material to such Grantor’s business may become abandoned or dedicated to the public, or, to the extent such determination or development could reasonably be expected to have a Material Adverse Effect, of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in 


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the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.
(c)    At the time of delivery of the financial statements required pursuant to Sections 5.01(a) and 5.01(b) of the Credit Agreement, each Grantor shall provide the Administrative Agent with a list of all applications for the registration of any Patent, Trademark (other than intent-to-use Trademark applications) or Copyright with the United States Patent and Trademark Office, the United States Copyright Office, or any similar office or agency filed during the quarter to which such financial statements relate and all Patent, Trademark and Copyright registrations and applications therefor acquired during such quarter, and upon request of the Administrative Agent, such Grantor shall execute and deliver one or more Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable, to evidence and record the Administrative Agent’s first priority security interest (subject only to Liens permitted by Section 4.1(e)) on such United States Patent, Trademark or Copyright registrations and applications.
(d)    Such Grantor shall take such actions as it deems appropriate, in its reasonable business judgment, to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing), which are material to its business.
(e)    Such Grantor shall take such actions as it reasonably determines are appropriate to enforce its rights against any infringement, misappropriation or dilution of the Patents, Trademarks and Copyrights that are material to its business.  In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 4.8.
4.8.    Commercial Tort Claims.  All Commercial Tort Claims of each Grantor owned by it as of the Effective Date are listed on Exhibit E.  Such Grantor shall promptly, and in any event within five (5) Business Days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim (other than any such Commercial Tort Claims not in excess of $250,000 individually or $500,000 in the aggregate for all such Commercial Tort Claims in excess of $75,000 individually) acquired by it and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit I hereto, granting to Administrative Agent a first priority security interest (subject only to Liens permitted by Section 4.1(e)) in such commercial tort claim.
4.9.    Letter-of-Credit Rights.  If such Grantor is or becomes the beneficiary of a letter of credit not constituting a Supporting Obligation in respect of any Collateral (other than any such letters of credit not in excess of $250,000 individually or $500,000 in the aggregate), it shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify the Administrative Agent thereof and upon the reasonable request of the Administrative Agent, use commercially reasonable efforts to cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the Administrative Agent and (ii) agree to direct all payments thereunder to a Deposit Account at the Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.


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4.10.    Federal, State or Municipal Claims.  Such Grantor will promptly notify the Administrative Agent of any Collateral with a face value in excess of $250,000 individually or $500,000 in the aggregate which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal, or, to the knowledge of such Grantor, state or municipal law. 
4.11.    Intentionally Omitted.
4.12.    Insurance. 
(a)    In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, such Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by such Grantor within a “Special Flood Hazard Area”).  The minimum amount of flood insurance required by this Section shall be in an amount equal to the lesser of the aggregate of all Lenders’ Commitments or the total replacement cost value of such Collateral.
(b)    All insurance policies required hereunder and under Section 5.10 of the Credit Agreement shall, within 45 days of the date hereof (or such longer period as agreed by the Administrative Agent in its sole discretion), name the Administrative Agent (for the benefit of the Administrative Agent and the Secured Parties) as an additional insured or as lender loss payee, as applicable, and shall contain lender loss payable clauses, through endorsements in form and substance reasonably satisfactory to the Administrative Agent, which provide that:  (i) all proceeds thereunder with respect to any Collateral shall be payable to the Administrative Agent; (ii) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and lender loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty (30) days’ prior written notice given to the Administrative Agent.
(c)    All premiums on any such insurance shall be paid when due (subject to any grace periods provided by the terms of such policy) by such Grantor, and copies of the policies delivered to the Administrative Agent.  If such Grantor fails to obtain any insurance as required by this Section, the Administrative Agent may obtain such insurance at the Borrower’s expense.  By purchasing such insurance, the Administrative Agent shall not be deemed to have waived any Default arising from any Grantor’s failure to maintain such insurance or pay any premiums therefor.
4.13.    Collateral Access Agreements.  After the occurrence of an Event of Default that is continuing, upon request by the Administrative Agent, such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Inventory in excess of $5,000,000 is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent.


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4.14.    Deposit Account Control Agreements.  After the occurrence of an Event of Default that is continuing, such Grantor will provide to the Administrative Agent promptly upon the Administrative Agent’s reasonable request, a Deposit Account Control Agreement or a securities account control agreement (in each case in form and substance reasonably satisfactory to the Administrative Agent), as applicable, duly executed on behalf of each financial institution holding a Deposit Account or Securities Account of such Grantor as set forth in this Security Agreement; provided, however, that no such Deposit Account Control Agreement or securities account control agreement shall be required in respect of any Excluded Account or any Excluded Deposit and Securities Account.
4.15.    Change of Name or Location.  Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices, or the location of its records concerning the Collateral as set forth in this Security Agreement, (c) change the type of entity that it is, (d) change its federal employer identification number or organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least ten (10) days’ prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Secured Parties, in any Collateral) or will be taken within any time period reasonably specified by the Administrative Agent, provided that, any new location shall be in the continental U.S.
4.16.    Securities.  Each Grantor shall ensure that any Equity Interest which is included within the Collateral shall at no time constitute a Security and the issuer of any such Equity Interest shall at no time take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security have been delivered to the Administrative Agent and such Security is properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Administrative Agent has entered into a control agreement(other than Pledged Collateral contained in Excluded Accounts or for the 90-day period (or such longer period as agreed by the Administrative Agent in its sole discretion) after the Effective Date) with the issuer of such Security or with a securities intermediary relating to such Security and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer or otherwise.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
5.1.    Reserved.


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5.2.    Remedies.
(a)    Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies:
(i)    those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the other Secured Parties prior to an Event of Default;
(ii)    those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;
(iii)    give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral;
(iv)    without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable; and
(v)    concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.
(b)    The Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.


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(c)    The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.
(d)    Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent.  The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and the other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.
(e)    If, after the Credit Agreement has terminated by its terms and all of the Secured Obligations have been paid in full, there remain outstanding Swap Agreement Obligations or Banking Services Obligations, the Required Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Swap Agreement Obligations or Banking Services Obligations.
(f)    Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.
(g)    Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above.  Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private.  The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.
5.3.    Grantor’s Obligations Upon Default.  At the request of the Administrative Agent upon the occurrence and during the continuation of a Default, each Grantor will:
(a)    assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor’s premises or elsewhere;


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(b)    permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy;
(c)    Intentionally omitted;
(d)    take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to enable the Administrative Agent to consummate a sale or other disposition of the Pledged Collateral; provided, that, no Grantor shall be required to take any actions to register or qualify any Pledged Collateral under any federal or state securities laws or any other similar or equivalent rules or regulations; and
(e)    at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Secured Party, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Grantor:  (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.
5.4.    Grant of Intellectual Property License.  For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable (subject to termination under Section 8.14), nonexclusive license (exercisable without payment of royalty or other compensation or charge to any Grantor) or other right to use, license or sublicense, following the occurrence and during the continuance of an Event of Default, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, customer lists, advertising matter and any other intellectual property rights or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.
ARTICLE VI 
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
6.1.    Account Verification.  The Administrative Agent may at any time during the continuance of an Event of Default, in the Administrative Agent’s own name, in the name of a nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile 


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or otherwise) with the account debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Administrative Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.
6.2.    Authorization for Administrative Agent to Take Certain Action.
(a)    Subject to paragraph (b) below, each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) when an Event of Default has occurred and is continuing, to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.2, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are specifically permitted hereunder), (vii) to contact account debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any account debtor of such Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any account debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement, the Credit Agreement or any other Loan Document.
(b)    All acts of said attorney or designee are hereby ratified and approved.  The powers conferred on the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers.  The Administrative Agent agrees that, except for the powers granted in Section 6.2(a)(i)‐(v) and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing.


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6.3.    Proxy.  EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE ANY OF THE PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO.  IN ADDITION TO THE RIGHT TO VOTE ANY OF THE PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF ANY OF THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS).  SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY OF THE PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT.
6.4.    Nature of Appointment; Limitation of Duty.  THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14.  NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
ARTICLE VII
COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS


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7.1.    Collection of Receivables.  The Administrative Agent may at any time after the occurrence and during the continuance of an Event of Default, by giving each Grantor prior written notice, elect to require that the Receivables be paid directly to the Administrative Agent for the benefit of the Secured Parties.  In such event, each Grantor shall, and shall permit the Administrative Agent to, promptly notify the account debtors or obligors under the Receivables owned by such Grantor of the Administrative Agent’s interest therein and direct such account debtors or obligors to make payment of all amounts then or thereafter due under such Receivables directly to the Administrative Agent.  Upon receipt of any such notice from the Administrative Agent, each Grantor shall thereafter hold in trust for the Administrative Agent, on behalf of the Secured Parties, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to the Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements.  The Administrative Agent shall hold and apply funds so received as provided by the terms of Section 7.2 hereof.
7.2.    Application of Proceeds; Deficiency.  The Administrative Agent may require all cash proceeds of the Collateral to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations.  No Grantor shall have any control whatsoever over such cash collateral account.  Any such proceeds of the Collateral shall be applied in the order set forth in Sections 2.18 and 7.02 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct.  The balance, if any, after all of the Secured Obligations have been satisfied and applied in accordance with Sections 2.18 and 7.02 of the Credit Agreement, shall be deposited by the Administrative Agent into such Grantor’s general operating account with the Administrative Agent or as instructed in writing by such Grantor. The Grantors shall remain liable, jointly and severally, for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Administrative Agent or any other Secured Party to collect such deficiency.  
ARTICLE VIII 
GENERAL PROVISIONS
8.1.    Waivers.  Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made.  To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made.  To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any other Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party as determined by a court of competent jurisdiction in a final and non-appealable judgment.  To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise.  Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.


22







8.2.    Limitation on Administrative Agent’s and Other Secured Parties’ Duty with Respect to the Collateral.  The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale.  The Administrative Agent and each other Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control.  Neither the Administrative Agent nor any other Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such other Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.  To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against account debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral.  Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2.  Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.
8.3.    Compromises and Collection of Collateral.  The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable.  In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such 


23







action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.
8.4.    Secured Party Performance of Debtor Obligations.  Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4.  The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.
8.5.    Specific Performance of Certain Covenants.  Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the other Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.
8.6.    Dispositions Not Authorized.  No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the other Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Lenders.
8.7.    No Waiver; Amendments; Cumulative Remedies.  No delay or omission of the Administrative Agent or any other Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.  No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Secured Parties and the Grantors required under Section 9.02 of the Credit Agreement and then only to the extent in such writing specifically set forth.  All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the other Secured Parties until the Secured Obligations have been paid in full.
8.8.    Limitation by Law; Severability of Provisions.  All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part.  Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, 


24







or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.
8.9.    Reinstatement.  This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof (including a payment effected through exercise of a right of setoff), is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), all as though such payment or performance had not been made.  In the event that any payment, or any part thereof (including a payment effected through exercise of a right of setoff), is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
8.10.    Benefit of Agreement.  The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent.  No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder.
8.11.    Survival of Representations.  All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.
8.12.    Taxes and Expenses.  Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any.  The Grantors shall reimburse the Administrative Agent for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’, auditors’ and accountants’ fees and reasonable time charges of attorneys, paralegals, auditors and accountants who may be employees of the Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral).  Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.
8.13.    Headings.  The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.


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8.14.    Termination.  This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) any and all commitments to extend credit under the Loan Documents have terminated, and the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been paid in cash and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or at the discretion of the Administrative Agent, a back-up standby Letter of Credit reasonably satisfactory to the Administrative Agent and the Issuing Bank, has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding.
8.15.    Entire Agreement.  This Security Agreement embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral.
8.16.    CHOICE OF LAW.  THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
8.17.    CONSENT TO JURISDICTION.  EACH GRANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN), AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY (AND ANY SUCH CLAIMS, CROSS-CLAIMS OR THIRD PARTY CLAIMS BROUGHT AGAINST THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES MAY ONLY) BE HEARD AND DETERMINED IN SUCH FEDERAL (TO THE EXTENT PERMITTED BY LAW) OR NEW YORK STATE COURT, AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING HEREIN OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK, OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
8.18.    WAIVER OF JURY TRIAL.  EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY 


26







IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH GRANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER GRANTORS PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
8.19.    Service of Process.  Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Article IX of this Security Agreement, and each of the Grantors hereby appoints the Borrower as its agent for service of process.  Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process in any other manner permitted by law.
8.20.    Indemnity.  To the extent required by Section 9.03(b) of the Credit Agreement, each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the other Secured Parties, and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent or any other Secured Party is a party thereto) imposed on, incurred by or asserted against the Administrative Agent or the other Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the other Secured Parties or any Grantor, and any claim for Patent, Trademark or Copyright infringement).
8.21.    Counterparts.  This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Security Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Security Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
8.22.    Subordination of Intercompany Indebtedness.  Each Grantor and each Subsidiary that is not a Grantor (an “Other Subsidiary”) that becomes a party hereto pursuant to the last sentence of this Section 8.22 agrees that any and all claims of such Grantor or such Other Subsidiary 


27







against any Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined) owing to such Grantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Grantor and such Other Subsidiary may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents.  Notwithstanding any right of any Grantor or any Other Subsidiary to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor and such Other Subsidiary, whether now or hereafter arising and howsoever existing, in any assets of any Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets.  No Grantor or Other Subsidiary shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14.  If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor or any Other Subsidiary in respect of any and all loans or advances made by any such non-Obligor to any such Grantor pursuant to Section 6.01(c) of the Credit Agreement (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash).  Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Grantor or Other Subsidiary upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the termination of this Security Agreement in accordance with Section 8.14, such Grantor or Other Subsidiary shall receive and hold the same in trust, as trustee, for the benefit of the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of a Grantor or Other Subsidiary where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Grantor as the property of the Secured Parties.  If any such Grantor or Other Subsidiary fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same.  Each Grantor and Other Subsidiary agrees that until the termination of this Security Agreement in accordance with Section 8.14, no Grantor or Other Subsidiary will assign or transfer to any Person (other than the Administrative Agent or the Borrower or another Grantor) any claim any such Grantor or Other Subsidiary has or may have against any Obligor.  An Other Subsidiary may become a party to this Agreement by execution of a joinder agreement made between it and the Administrative Agent and delivered to the Administrative Agent.  Any such joinder agreement shall bind such Other Subsidiary solely to the provisions of this Section 8.22 as well as Sections 8.15, 8.16, 8.17, 8.18, 8.19 and Article IX.
ARTICLE IX 
NOTICES


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9.1.    Sending Notices.  Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in the manner and to the addresses set forth in Section 9.01 of the Credit Agreement.  Any notice delivered to the Borrower shall be deemed to have been delivered to all of the Grantors.
9.2.    Change in Address for Notices.  Each of the Grantors, the Administrative Agent and the Secured Parties may change the address for service of notice upon it by a notice in writing to the other parties.
ARTICLE X 
THE ADMINISTRATIVE AGENT
JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the other Secured Parties hereunder pursuant to Article VIII of the Credit Agreement.  It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Administrative Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article VIII.  Any successor Administrative Agent appointed pursuant to Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.
[Signature Pages Follow]








29








IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.


GRANTORS: 
 
FARMER BROS. CO. 
 
 
By:          /s/ David Robson     
Name:    David Robson 
Title:        Treasurer and CFO    
BOYD ASSETS CO. 
 
 
By:          /s/ David Robson     
Name:    David Robson 
Title:        Treasurer and CFO        
CHINA MIST BRANDS, INC. 
 
 
By:          /s/ David Robson     
Name:    David Robson 
Title:        Treasurer and CFO    
COFFEE BEAN INTERNATIONAL, INC. 
 
 
By:          /s/ David Robson     
Name:    David Robson 
Title:        Treasurer and CFO    
FBC FINANCE COMPANY 
 
 
By:          /s/ David Robson     
Name:    David Robson 
Title:        Treasurer and CFO    
COFFEE BEAN HOLDING CO., INC. 
 
 
By:          /s/ David Robson     
Name:    David Robson 
Title:        Treasurer and CFO        


 1









JPMORGAN CHASE BANK, N.A.,
as Administrative Agent 
 
 
By:          /s/ Charles Shaw     
Name:      Charles W. Shaw     
Title:          Vice President








 2










EXHIBIT A 
(See Sections 3.2, 3.3, 3.4, 3.9 and 9.1 of Security Agreement)
NOTICE ADDRESS FOR ALL GRANTORS
FARMER BROS. CO.
1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention:  
E-mail: 
INFORMATION AND COLLATERAL LOCATIONS OF FARMER BROS. CO.
		
	I.
	Name of Grantor:  Farmer Bros. Co.


		
	II.
	State of Incorporation or Organization:  Delaware


		
	III.
	Type of Entity:  Corporation


		
	IV.
	Organizational Number assigned by State of Incorporation or Organization:  3742785


		
	V.
	Federal Identification Number:  95-0725980


		
	VI.
	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:


1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention:  
		
	VII.
	Locations of Collateral:


		
	(a)
	Properties Owned by the Grantor:


See Attachment I.
		
	(b)
	Properties Leased by the Grantor (include Landlord’s Name):


See Attachment I.
		
	(c)
	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee): 






























	
								
	FARMER BROS. CO. – OWNED and LEASED PROPERTIES

	 
	Owned = O
Leased = L
	Branch #
	Warehouse
	Address
	City
	State
	Zip Code

	1.    
	 
	 
	 
	 
	 
	 
	 














INFORMATION AND COLLATERAL LOCATIONS OF COFFEE BEAN INTERNATIONAL, INC.
		
	1.
	Name of Grantor:  COFFEE BEAN INTERNATIONAL, INC.


		
	II.
	State of Incorporation or Organization:  Oregon


		
	III.
	Type of Entity:  Corporation


		
	IV.
	Organizational Number assigned by State of Incorporation or Organization:  129369-10


		
	V.
	Federal Identification Number: 


		
	VI.
	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:


1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention:  
		
	VII.
	Locations of Collateral:


		
	(a)
	Properties Owned by the Grantor:


		
	 (b)
	Properties Leased by the Grantor (include Landlord’s Name): 


		
	 (c)
	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee): 




2







INFORMATION AND COLLATERAL LOCATIONS OF FBC FINANCE COMPANY
		
	I.
	Name of Grantor:  FBC FINANCE COMPANY


		
	II.
	State of Incorporation or Organization:  California


		
	III.
	Type of Entity:  Corporation


		
	IV.
	Organizational Number assigned by State of Incorporation or Organization:  0905697


		
	V.
	Federal Identification Number:  


		
	VI.
	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:


1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention:  
		
	VII.
	Locations of Collateral:


		
	(a)
	Properties Owned by the Grantor:


		
	 (b)
	Properties Leased by the Grantor (include Landlord’s Name):


		
	(c)
	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):




2





INFORMATION AND COLLATERAL LOCATIONS OF COFFEE BEAN HOLDING CO., INC.


		
	I.
	Name of Grantor:  COFFEE BEAN HOLDING CO., INC.


		
	II.
	State of Incorporation or Organization:  Delaware


		
	III.
	Type of Entity:  Corporation


		
	IV.
	Organizational Number assigned by State of Incorporation or Organization:  3781157


		
	V.
	Federal Identification Number:  


		
	VI.
	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:


1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention:  
		
	VII.
	Locations of Collateral:


		
	(a)
	Properties Owned by the Grantor: 


		
	 (b)
	Properties Leased by the Grantor (include Landlord’s Name): 


		
	 (c)
	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee): 






2





INFORMATION AND COLLATERAL LOCATIONS OF CHINA MIST BRANDS, INC.


		
	I.
	Name of Grantor:  CHINA MIST BRANDS, INC.


		
	II.
	State of Incorporation or Organization:  Delaware


		
	III.
	Type of Entity:  Corporation


		
	IV.
	Organizational Number assigned by State of Incorporation or Organization:  61339189


		
	V.
	Federal Identification Number: 


		
	VI.
	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address: 


1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention:  
		
	VII.
	Locations of Collateral:


		
	(a)
	Properties Owned by the Grantor: 


		
	 (b)
	Properties Leased by the Grantor (include Landlord’s Name): 


		
	(c)
	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):








2





INFORMATION AND COLLATERAL LOCATIONS OF BOYD ASSETS CO.


I.    Name of Grantor:  BOYD ASSETS CO.
		
	II.
	State of Incorporation or Organization:  Delaware


		
	III.
	Type of Entity:  Corporation


		
	IV.
	Organizational Number assigned by State of Incorporation or Organization:  6498468


		
	V.
	Federal Identification Number: 


		
	VI.
	Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:


1912 Farmer Brothers Drive
Northlake, Texas 76262
Attention: 


		
	VII.
	Locations of Collateral:


		
	(a)
	Properties Owned by the Grantor: 


		
	 (b)
	Properties Leased by the Grantor (include Landlord’s Name): 


		
	 (c)
	Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee): 




2





EXHIBIT B 
(See Sections 3.5 and 7.1 of Security Agreement)
DEPOSIT ACCOUNTS
	
					
	Name of Grantor
	Name of Institution
	Account Number
	Check here if Deposit Account is  
an Excluded  
Account
	Description of Deposit Account if  
not an Excluded Account

	 
	 
	 
	 
	 








SECURITIES ACCOUNTS
	
			
	Name of Grantor
	Name of Institution
	Account Number

	 
	 
	 










2






EXHIBIT C 
(See Section 3.7 of Security Agreement)
LETTER OF CREDIT RIGHTS
	
					
	LC No.
	Issuing Bank
	Applicant Party
	Face Amount
	Expiry Date

	 
	 
	 
	 
	 






CHATTEL PAPER










EXHIBIT D 
(See Section 3.10 and 3.11 of Security Agreement)
INTELLECTUAL PROPERTY RIGHTS
PATENTS
	
				
	Name of Grantor
	Patent Description
	Patent Number
	Issue Date

	Boyd Assets Co.
	Beverage Quality Control Apparatus And Method
	6062126
	5/16/2000

	Boyd Assets Co.
	Device For Preparing Milk Froth For Cappuccino
	6786138
	9/7/2004






PATENT APPLICATIONS
	
				
	Name of Grantor
	Patent Application
	Application Filing Date
	Application Serial Number

	None.
	 
	 
	 






REGISTERED TRADEMARKS
	
				
	Name of Grantor
	Trademark
	Registration Date
	Registration Number

	Farmer Bros. Co.
	See Attachment III
	 
	 

	FBC Finance Company
	See Attachment IV
	 
	 

	Coffee Bean International, Inc.
	See Attachment V
	 
	 

	Boyd Assets Co.
	 
	 
	 

	China Mist Brands, Inc.
	 
	 
	 






TRADEMARK APPLICATIONS
	
				
	Name of Grantor
	Trademark Application
	Application Filing Date
	Application Serial Number

	None.
	 
	 
	 






REGISTERED COPYRIGHTS







	
				
	Name of Grantor
	Copyright
	Registration Date
	Registration Number

	Farmer Bros. Co.
	Farmer Brothers route accounting
	09/22/1981
	TXu00082758

	Farmer Bros. Co.
	The Brewmatic/Daw prescription for success
	04/22/1982
	TX0001130633

	China Mist Brands, Inc.
	Oasis Design
	08/30/1995
	VA0000746115

	China Mist Brands, Inc.
	Why switch to China Mist?
	06/01/1992
	TX0003332425

	Boyd Assets Co.
	Expresso Cleaning Ticket for Reneka 123.
	08/08/2002
	TXu001061982

	Boyd Assets Co.
	COFFEE HOUSE ROASTERS HI-REV COFFEE.
	09/06/2007
	VA0001626268














FARMER BROS. CO.
U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS
	
						
	Mark
	Class
	App. No.
	App. Date
	Reg. No.
	Rep. Date

	18TH STREET BLEND
	30
	85659675
	22-Jun-12
	4408196
	24-Sep-13

	APPLE BLOSSOM
	30
	74488012
	8-Feb-94
	2021164
	3-Dec-96

	ARABICA RUSH
	30
	77195724
	1-Jun-07
	3404583
	1-Apr-08

	ATLANTIC CITY BLEND Design
	30
	74409863
	1-Jul-93
	1856377
	27-Sep-94

	BENCHMARK
	30
	73389215
	27-Sep-82
	1299740
	9-Oct-84

	BREWMATIC.
	16
	73149436
	21-Nov-77
	1099530
	15-Aug-78

	BREWMATIC & Coffee Cup Design
	11
	75040567
	4-Jan-96
	2083159
	29-Jul-97

	CAFE ROYAL
	30
	73409018
	12-Jan-83
	1300828
	16-Oct-84

	CAIN’S (Stylized)
	30
	71690529
	30-Jun-55
	682261
	21-Jul-59

	CAIN’S CAFE BISTRO
	30
	75291900
	14-May-97
	2235142
	23-Mar-99

	CCP & Cup Design
	35
	72412191
	10-Jan-72
	956655
	3-Apr-73

	CCP CUSTOM COFFEE PLAN A DIVISION OF FARMER BROTHERS “EXCEPTIONAL FULL-SERVICE!” & Design
	39
	77231937
	17-Jul-07
	3434591
	27-May-08

	Chef in a Box Design
	29
	74598476
	14-Nov-94
	1933113
	7-Nov-95

	CHICAGO BLUES BLEND
	30
	77104148
	9-Feb-07
	3425309
	13-May-08

	CHOCOLATE CHERRY KISS
	30
	74615906
	27-Dec-94
	1961683
	12-Mar-96

	CHRISTMAS TRADITIONS
	30
	75053785
	5-Feb-96
	2024026
	17-Dec-96

	CINNAMON SENSATION
	30
	74488132
	8-Feb-94
	1998568
	3-Sep-96

	COFFEE CROWN
	29
	74120756
	15-Nov-90
	1682453
	7-Apr-92

	Coffee Mill Design
	30
	73778030
	31-Jan-89
	1560061
	10-Oct-89

	COFFEE OF THE MONTH CLUB
	30
	73108935
	8-Dec-76
	1115462
	20-Mar-79

	COLLABORATIVE COFFEE
	30
	87073939
	16-Jun-16
	5183482
	11-Apr-17

	COLLABORATIVE COFFEE FARM DIRECT Design
	30
	87073951
	16-Jun-16
	5183483
	11-Apr-17

	CONSISTENTLY GOOD! (Stylized)
	1
	73423227
	25-Apr-83
	1317485
	5-Feb-85

	CRANBERRY APPLE JUBILEE
	30
	74488015
	8-Feb-94
	2067449
	3-Jun-97

	CUP O’ FLAVOR
	30
	75041011
	5-Jan-96
	2033694
	28-Jan-97

	CUSTOM COFFEE PLAN
	42
	72391809
	12-May-71
	952353
	30-Jan-73

	Design
	30, 35
	85173787
	10-Nov-10
	4021853
	6-Sep-11

	EARL GREY’S BEST
	30
	74488107
	8-Feb-94
	2178725
	4-Aug-98

	16-Apr-85

	EMERALD CREAM
	30
	73491720
	26-Jul-84
	1331147
	 

	ENCHANTING MOMENTS
	30
	74488016
	8-Feb-94
	2019529
	26-Nov-96

	ENGLISH TRADITION
	30
	74488108
	8-Feb-94
	2018073
	19-Nov-96

	FARMER BROTHERS (Stylized in Football Logo)
	30
	77060582
	8-Dec-06
	3293093
	18-Sep-07

	FARMER BROTHERS (Stylized)
	30
	71617750
	16-Aug-51
	627465
	22-May-56











	
						
	FARMER BROTHERS COFFEE (Stylized)
	11
	78323502
	5-Nov-03
	3003644
	4-Oct-05

	FARMER BROTHERS
	30
	71617751
	16-Aug-51
	627932
	29-May-56

	CONSISTENTLY GOOD! (Stylized)

	FARMER BROTHERS
	39
	85045571
	21-May-10
	3916564
	8-Feb-11

	FOODSERVICE & Design

	FARMER BROTHERS
	30
	86270545
	2-May-14
	4797825
	25-Aug-15

	FINLEY LTD. & Ship Design
	30
	73702278
	21-Dec-87
	1564877
	7-Nov-89

	FIRST CLASS (Stylized)
	30
	73662821
	26-May-87
	1511358
	1-Nov-88

	FLAME ROOM
	30
	78449636
	13-Jul-04
	2992426
	6-Sep-05

	FLAV-R-SAVR
	30
	73699595
	7-Dec-87
	1510324
	25-Oct-88

	IRELAND
	30
	73505089
	22-Oct-84
	1413234
	14-Oct-86

	ISLAND MEDLEY
	30
	76543069
	25-Aug-03
	2874058
	17-Aug-04

	JAMAICAN TROPICAL
	30
	85816083
	4-Jan-13
	4487242
	25-Feb-14

	JAVA GUYS
	35
	78473320
	25-Aug-04
	3166168
	31-Oct-06

	JUSTIN LLOYD
	30
	75320032
	7-Jul-97
	2167683
	23-Jun-98

	LIMITED EDITION
	30
	73371227
	23-Jun-82
	1277254
	8-May-84

	 
	 
	 
	27-Aug-96

	LIVELY LEMON
	30
	74488109
	8-Feb-94
	1997337
	 

	MCGARVEY & Design (coffee mill)
	30
	73722200
	14-Apr-88
	1520031
	10-Jan-89

	MCGARVEY & Design (coffee cup)
	30
	78351688
	14-Jan-04
	2951570
	17-May-05

	MCGARVEY & Design (coffee mill)
	30
	75037481
	26-Dec-95
	2036865
	2-Feb-1997

	MCGARVEY
	30
	86270267
	2-May-14
	4656044
	16-Dec-14

	MELLO-CUP
	30
	77334774
	20-Nov-07
	3479735
	5-Aug-08

	METROPOLITAN (Stylized)
	30
	85735588
	21-Sep-12
	4404653
	17-Sep-13

	MISTY MINT
	30
	78545858
	11-Jan-05
	3057506
	7-Feb-06

	OUR VERY BEST COFFEE & Design
	30
	73494756
	13-Aug-84
	1431383
	3-Mar-87

	PAN GUARD
	29
	72350738
	6-Feb-70
	930603
	7-Mar-72

	PEAKS OF KILIMANJARO
	30
	73717363
	18-Mar-88
	1523704
	7-Feb-89

	PREBICA
	30
	73812735
	17-Jul-89
	1584980
	27-Feb-90

	PRIVATE STOCK
	30
	77775972
	7-Jul-09
	3791695
	18-May-10

	REFRESHINGLY MINT
	30
	75451092
	16-Mar-98
	2222888
	9-Feb-99

	S (Stylized)
	30
	78806207
	3-Feb-06
	3620988
	12-May-09

	S (Stylized)
	21
	78828335
	3-Mar-06
	3482308
	5-Aug-08

	S (Stylized)
	29
	78828333
	3-Mar-06
	3490458
	19-Aug-08

	S (Stylized)
	21
	78805679
	2-Feb-06
	3589087
	10-Mar-09

	S SUPERIOR COFFEE
	30
	78806216
	3-Feb-06
	3581746
	24-Feb-09

	S SUPERIOR COFFEE
	29
	78828338
	3-Mar-06
	3473876
	22-Jul-08

	SIERRA BRAND - Stylized
	30
	71432341
	25-May-40
	387305
	13-May-41

	SIERRA BRAND & Design
	29
	74420478
	2-Aug-93
	1841952
	28-Jun-94

	SIERRA HERB & Design
	30
	74652053
	27-Mar-95
	2058024
	29-Apr-97

	SIGNATURE CUP
	30
	78772149
	13-Dec-05
	3283814
	21-Aug-07











	
						
	SIMPLY LEMON
	30
	74487364
	8-Feb-94
	2044052
	11-Mar-97

	SIP CITY
	30
	78202081
	10-Jan-03
	3130483
	15-Aug-06

	SOUTH BAY BLEND
	30
	85659677
	22-Jun-12
	4404442
	17-Sep-13

	SPECIAL EDITION
	30
	73249523
	8-Feb-80
	1200570
	6-Jul-82

	SPICED ORANGE GLOW
	30
	74488106
	8-Feb-94
	1993826
	13-Aug-96

	SPICEY ORANGE DELIGHT
	30
	74488136
	8-Feb-94
	1993827
	13-Aug-96

	STA-WHITE
	I
	73488801
	9-Jul-84
	1362767
	1-Oct-85

	SUCAF
	30
	78095703
	29-Nov-01
	2700391
	25-Mar-03

	SUNNY CUP (Stylized)
	30
	72116801
	30-Mar-61
	725429
	19-Dec-61

	SUNTIPT
	32
	73322676
	7-Aug-81
	1508491
	11-Oct-88

	SUPERIOR
	21
	75306825
	11-Jun-97
	2685044
	11-Feb-03

	SUPERIOR
	30
	72054111
	23-Jun-58
	696503
	19-Apr-60

	SUPERIOR COFFEE SINCE 1908 & Design
	30
	74591432
	27-Oct-94
	2004995
	1-Oct-96

	SUPERIOR CUSTOM BLEND
	30
	72048593
	27-Mar-58
	686961
	20-Oct-59

	SWEET JAMAICAN TROPICAL
	30
	85816079
	4-Jan-13
	4487241
	25-Feb-14

	VIENNA BLEND & Design
	30
	73558066
	13-Sep-85
	1405167
	I2-Aug-1986

	WB
	30
	71503060
	31-May-46
	433708
	28-Oct-47

	WECHSLER
	30
	72303970
	31-Jul-68
	875270
	19-Aug-69

	WILD OWL
	30
	87361668
	7-Mar-17
	5434584
	27-Mar-18

	WORLD’S FINEST
	30
	74215414
	25-Oct-91
	2384401
	12-Sep-00

	WORLD’S FINEST
	30
	73403350
	22-Nov-82
	1288497
	31-Jul-84


















STATE TRADEMARK REGISTRATIONS
	
					
	State
	Mark
	International 
Class(es)
	Registration No. 
Registration Date
	Comments

	Arizona
	FARMER BROTHERS
	20, 42
	9037941 
26-OCT-2017
	Registered Trade Name.

	California
	COFFEE MAN
	42
	47829 
01-MAY-1970
	Registered.

	California
	Design Only
	11
	47829 
01-MAY-1970
	Registered.

	California
	DIPLOMAT
	11, 21
	47830 
01-MAY-1970
	Registered.

	California
	INTERNATIONAL
	30
	47834 
04-MAY-1970
	Registered.

	California
	M & K BLEND
	30
	69173 
13-APR-1983
	Registered.

	California
	PAN GUARD
	30
	47821 
01-MAY-1970
	Registered.

	Nebraska
	FARMER BROTHERS
	42
	10251620 
03-NOV-2017
	Registered Trade Name.

	North Dakota
	FARMER BROTHERS
	35
	44181700 
15-NOV-2017
	Registered Trade Name.

	Ohio
	FARMER BROTHERS
	20, 42
	4084426 
17-OCT-2017
	Registered Trade Name.

	Wisconsin
	FARMER BROTHERS
	35
	08-NOV-2017
	Registered.

	Wyoming
	FARMER BROTHERS
	20, 42
	2017-000775739 
09-NOV-2017
	Registered Trade Name.


















	
													
	FBC FINANCE COMPANY

	Mark Image
	Mark
	Status
	Country
	Owner
	App. No.
	App. Date
	Req No.
	Req. Date
	Next Due Date
	Class
	Goods/Services

	
	BREWMATIC & Coffee Cup Design
	Registered
	Australia
	FBC Finance Co.
	1139487
	06-Oct-2006
	1139487
	12-May-2008
	Renewal due.  10/6/2016 “we have standing instructions to NOT renew the foreign “Brewmatic” marks”
	11
	Electrically operated automatic ground coffee dispensers primarily for commercial use, electric hot plates, electric coffee makers primarily for commercial use, beverage dispensers primarily for commercial use

	
	BREVVMATIC 8.  Coffee Cup Design
	Registered
	Canada
	FBC Finance Co.
	1195424
	31-Oct-2003
	TMA644,777
	21-Jul-2005
	Renewal due.  7/21/2020 “we have standing instructions to NOT renew the foreign “Brewmatic” marks”
	N/A
	Electrically operated coffee brewing apparatus, electrically operated automatic ground coffee dispensers, electronically operated warming and hot plates, electrically operated hot chocolate and iced tea makers and dispensers, electronically operated











	
													
	FBC FINANCE COMPANY

	
	BREWMATIC & Coffee Cup Design
	Registered
	China (People’s Republic)
	FBC Finance Co
	3892989
	16-Jan-2004
	3892989
	28-Nov-2005
	Renewal due.  11/27/2015 “we have standing instructions to NOT renew the foreign “Brewmatic” marks”
	11
	Electronically operated coffee brewing apparatus, electrically operated automatic ground coffee dispensers, electrically operated warming and hot plates, electrically operated hot chocolate and iced tea makers and dispensers, electronically operated

	
	BREWMATIC & Coffee Cup Design
	Registered
	Memo
	FBC Finance Co.
	704370
	25-Feb-2005
	981669
	24-Apr-2007
	Renewal due.   
2/25/2015 “we have standing instructions to NOT renew the foreign “Brewmatic” marks”
	11 
	Electronically operated coffee brewing apparatus, electronically operated automatic ground coffee dispensers, electronically operated warming and hot plates, electronically operated hot chocolate and iced tea makers and dispensers, electronically operated b











	
													
	FBC FINANCE COMPANY

	 
	
	BREWMATIC 8 Coffee Cup Design
	Registered
	South Africa
	FBC Finance Co
	2005-23098
	27-Oct-2005
	2005-23098
	21-Jan-2010
	Renewal due 10/27/2015 “we have standing instructions to NOT renew the foreign “Brewmatic” marks”
	11
	Electronically operated automatic ground coffee dispensers unmanly for commercial use, electric hot plates, electric coffee makers unmanly for commercial use; beverage dispensers primarily for commercial use

	 
	
	BREWMATIC 8 Coffee Cup Design
	Registered
	South Africa
	FBC Finance Co.
	2005-23099
	27-Oct-2005
	2005-23099
	21-Jan-2010
	Renewal due.  10/27/2015 *we have standing instructions to NOT renew the foreign “Brewmatic” marks
	21
	Electronically operated automatic ground coffee dispensers primarily for commercial use, electric hot plates, electric coffee makers primarily for commercial use, beverage dispensers unmanly for commercial use


















COFFEE BEAN INTERNATIONAL, INC.
U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS
	
							
	Mark
	Class
	App. No.
	App. Date
	Reg. No.
	Reg. Date

	1K COFFEE COMPANY & Design
	30
	85/238,347
	9-Feb-11
	4276318
	15-Jan-13

	1K (Stylized)
	30
	85238308
	9-Feb-11
	4332336
	7-May-13

	BLACK MAGIC BLEND
	30
	77/799,143
	6-Aug-09
	3792506
	25-May-10

	BLENDER LATTE
	30
	75/266,702
	31-Mar-97
	2155875
	5-May-98

	BLENDER MOCHA
	30
	75/266,703
	31-Mar-97
	2153235
	21-Apr-98

	BLUE PARROT (c-store line)
	30
	76/296,597
	6-Aug-01
	2608264
	13-Aug-02

	CAFE TIERRA
	30
	77216073
	26-Jun-07
	3456837
	1-Jul-08

	COFFEE BEAN INTERNATIONAL
	30
	77615099
	14-Nov-08
	3697980
	20-Oct-09

	COUNTRY SPICE
	30
	73/174,868
	12-Jun-78
	1140486
	14-Oct-80

	CRAFTY MULE BLEND
	30
	85/466,480
	7-Nov-11
	4276931
	15-Jan-13

	EARTH BLEND
	30
	85082693
	12-Jul-10
	4037206
	11-Oct-11

	ECOTRADE ESPRESSO
	30
	77799153
	6-Aug-09
	3754716
	2-Mar-10

	ESPRESSO BARISTA
	30
	74/374,640
	2-Apr-93
	1823030
	22-Feb-94

	GOLDEN PECAN
	30
	74/564,284
	22-Aug-94
	1967411
	9-Apr-96

	GOLDEN PECAN
	30
	73/648,314
	9-Mar-87
	1481764
	22-Mar-88

	MARRAKESH ESPRESSO
	30
	77799156
	6-Aug-09
	3754717
	2-Mar-10

	MIDNIGHT SATIN BLEND
	30
	77799146
	6-Aug-09
	3792507
	25-May-10

	NORTHWEST ESPRESSO
	30
	77604047
	30-Oct-08
	3631110
	2-Jun-09

	PANACHE
	30
	74/538,334
	16-Jun-94
	1943254
	19-Dec-95

	PANACHE
	30
	74/374,830
	2-Apr-93
	1860488
	25-Oct-94

	PEAK ROAST
	30
	77604054
	30-Oct-08
	3650154
	7-Jul-09

	PORTLAND BLEND
	30
	77604042
	30-Oct-08
	3631109
	2-Jun-09

	PORTLAND COFFEEHOUSE BLEND
	30
	85659662
	22-Jun-12
	4398636
	10-Sep-13

	PROJECT DIRECT
	30
	77685711
	6-Mar-09
	3797061
	1-Jun-10

	PROMETHEUS BLEND
	30
	85010513
	9-Apr-10
	3921199
	15-Feb-11

	PUBLIC DOMAIN
	43
	77785259
	20-Jul-09
	3819654
	13-Jul-10

	PUBLIC DOMAIN
	35
	77785256
	20-Jul-09
	3819653
	13-Jul-10

	PUBLIC DOMAIN
	30
	77785254
	20-Jul-09
	3819652
	13-Jul-10

	SILKY JAZZ
	30
	77799148
	6-Aug-09
	3752290
	23-Feb-10

	SILVER SPUR
	30
	85506477
	30-Dec-11
	4287831
	12-Feb-13

	SUNDAY BEST
	30
	74/582,014
	4-Oct-94
	1991997
	6-Aug-96

	Tamper Design
	30
	77856554
	23-Oct-09
	3858166
	5-Oct-10

	Tamper Design
	35
	77856552
	23-Oct-09
	3858165
	5-Oct-10

	Tamper Design
	43
	77856550
	23-Oct-09
	3858164
	5-Oct-10

	UN MOMENTO
	30
	75/976,003
	15-Sep-94
	2072891
	17-Jun-97

	XANADU
	30
	74/802,307
	25-Oct-93
	1905109
	11-Jul-95

	YOUR NEIGHBORHOOD’S BEST COFFEE
	30
	76/305,933
	23-Aug-01
	2628021
	1-Oct-02


















BOYD ASSETS CO.
U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS


	
							
	Trademark
	Jurisdiction
	Reg. No.
	Appl. No.
	Reg. Date
	Filing Date
	Status

	423 1/2
	United States
	4530330
	85715700
	13-May-2014
	29-Aug-2012
	REGISTERED

	BIG STAR
	United States
	4530332
	85715720
	13-May-2014
	29-Aug-2012
	REGISTERED

	BOYD’S  
(Stylized Letters)
	United States
	4601972
	85676776
	9-Sep-2014
	13-Jul-2012
	REGISTERED

	BOYD'S 1900

	United States
	5560062
	87769303
	11-Sep-2018
	24-Jan-2018
	REGISTERED

	BOYDS
	United States
	1844292
	74344853
	12-Jul-1994
	31-Dec-1992
	REGISTERED

	BOYDS COFFEE





	United States
	2771750
	78178040
	7-Oct-2003
	24-Oct-2002
	REGISTERED

	BOYD’S FREEZERS
	United States
	5325013
	87105249
	31-Oct-2017
	15-Jul-2016
	REGISTERED

	CAFE ROJAS
	United States
	2731365
	76343523
	1-Jul-2003
	28-Nov-2001
	REGISTERED

	CHOCOLATE MACK NUT
	United States
	4394132
	85715758
	27-Aug-2013
	29-Aug-2012
	REGISTERED - SUPPLEMENTAL REGISTER

	COFFEE HOUSE FREEZERS
	United States
	2400168
	75867856
	31-Oct-2000
	9-Dec-1999
	REGISTERED

	COFFEE HOUSE ROAST
	United States
	3594470
	77542947
	24-Mar-2009
	8-Aug-2008
	REGISTERED

	COFFEE HOUSE ROASTERS
	United States
	1346576
	73458816
	2-Jul-1985
	27-Dec-1983
	REGISTERED

	COFFEE HOUSE ROASTERS & Design 
 
 
 

	United States
	2755179
	76326644
	26-Aug-2003
	16-Oct-2001
	REGISTERED

	COFFEE PROFILER
	United States
	3325548
	78263263
	30-Oct-2007
	17-Jun-2003
	REGISTERED

	Cup Saucer & Sunburst Design 
 
 

	United States
	1789276
	74341497
	24-Aug-1993
	21-Dec-1992
	REGISTERED

	DRINK LIFE STRONG
	United States
	4251067
	85406994
	27-Nov-2012
	25-Aug-2011
	REGISTERED

	EARL ON ICE
	United States
	1639390
	74011672
	26-Mar-1991
	18-Dec-1989
	REGISTERED

	ESPRESSO SOLO
	United States
	1932987
	74585338
	7-Nov-1995
	13-Oct-1994
	REGISTERED

	ESTABLISHED 1900. SERIOUSLY.
	United States
	4495551
	85676806
	11-Mar-2014
	13-Jul-2012
	REGISTERED

	FRENCH NO. 6
	United States
	2686419
	76409865
	11-Feb-2003
	20-May-2002
	REGISTERED

	FUEL.  NOT FASHION.
	United States
	4269142
	85406965
	1-Jan-2013
	25-Aug-2011
	REGISTERED

	GOOD MORNING
	United States
	4530333
	85715769
	13-May-2014
	29-Aug-2012
	REGISTERED

	GORGE
	United States
	4530331
	85715711
	13-May-2014
	29-Aug-2012
	REGISTERED

	HAZELNUT GROVE
	United States
	4530340
	85715902
	13-May-2014
	29-Aug-2012
	REGISTERED











	
							
	Trademark
	Jurisdiction
	Reg. No.
	Appl. No.
	Reg. Date
	Filing Date
	Status

	HI-REV
	United States
	3012300
	78976394
	1-Nov-2005
	27-Jan-2004
	REGISTERED

	HI-REV
	United States
	3538538
	78358349
	25-Nov-2008
	27-Jan-2004
	REGISTERED

	ISLAND MIST
	United States
	2300750
	75437781
	14-Dec-1999
	20-Feb-1998
	REGISTERED

	ITALIA D’ORO
	United States
	1544708
	73703229
	20-Jun-1989
	28-Dec-1987
	REGISTERED

	ITALIA D’ORO
	United States
	1829521
	74359175
	5-Apr-1994
	16-Feb-1993
	REGISTERED

	ITALIA D’ORO
	United States
	1556710
	73768498
	19-Sep-1989
	9-Dec-1988
	REGISTERED

	ITALIA D’ORO FRESCANTE
	United States
	2631420
	76340818
	8-Oct-2002
	21-Nov-2001
	REGISTERED

	LODGE ROAST
	United States
	4530334
	85715796
	13-May-2014
	29-Aug-2012
	REGISTERED

	LOST LAKE
	United States
	4530335
	85715809
	13-May-2014
	29-Aug-2012
	REGISTERED

	MARKET ROAST
	United States
	2815516
	76386269
	17-Feb-2004
	20-Mar-2002
	REGISTERED

	MEDALLION
	United States
	1494437
	73688836
	28-Jun-1988
	9-Oct-1987
	REGISTERED

	Misc. Design (Red Wagon) 
 
 
 

	United States
	1307925
	73460486
	4-Dec-1984
	11-Jan-1984
	REGISTERED

	MOCHACCINO
	United States
	1913576
	74370182
	22-Aug-1995
	22-Mar-1993
	REGISTERED

	MOTORINO
	United States
	4530336
	85715816
	13-May-2014
	29-Aug-2012
	REGISTERED

	NIGHT DOCK
	United States
	4530337
	85715830
	13-May-2014
	29-Aug-2012
	REGISTERED

	NO WIMPS ALLOWED
	United States
	3493838
	78470544
	26-Aug-2008
	19-Aug-2004
	REGISTERED

	RED WAGON
	United States
	827239
	72207108
	11-Apr-1967
	30-Nov-1964
	REGISTERED

	RED WAGON
	United States
	4530378
	85738129
	13-May-2014
	25-Sep-2012
	REGISTERED

	RIP CITY COFFEE
	United States
	2801849
	76424598
	6-Jan-2004
	26-Jun-2002
	REGISTERED

	RITE-NOW
	United States
	1731405
	74182495
	10-Nov-1992
	5-Jul-1991
	REGISTERED

	STEADY HAND
	United States
	4530339
	85715839
	13-May-2014
	29-Aug-2012
	REGISTERED

	STEVEDORE
	United States
	4530338
	85715836
	13-May-2014
	29-Aug-2012
	REGISTERED

	STREAMLINER
	United States
	4530341
	85715911
	13-May-2014
	29-Aug-2012
	REGISTERED

	TECHNI-BREW
	United States
	1468924
	73617741
	15-Dec-1987
	2-Sep-1986
	REGISTERED

	TECHNIBREW

	United States
	5347620
	87221753
	28-Nov-2017
	31-Oct-2016
	REGISTERED

	THE REAL COFFEE EXPERTS
	United States
	1630228
	74022142
	1-Jan-1991
	24-Jan-1990
	REGISTERED

	THE REAL COFFEE EXPERTS
	United States
	1676131
	74017215
	18-Feb-1992
	8-Jan-1990
	REGISTERED

	VIAGGIO
	United States
	2109723
	75044729
	28-Oct-1997
	17-Jan-1996
	REGISTERED - TO BE CANCELLED

	FLAV-R-FLO
	United States
	782274
	72175628
	29-Dec-1964
	23-Aug-1963
	REGISTERED - TO BE CANCELLED

	GOURMET MEDALLION
	United States
	1341288
	73512257
	11-Jun-1985
	6-Dec-1984
	REGISTERED - TO BE CANCELLED

	RED WAGON
	United States
	1307924
	73460485
	4-Dec-1984
	11-Jan-1984
	REGISTERED - TO BE CANCELLED

	TECHNI-BREW Design
	United States
	1913198
	74562375
	22-Aug-1995
	18-Aug-1994
	REGISTERED - TO BE CANCELLED

	THE REAL COFFEE EXPERTS
	United States
	1310576
	73435130
	18-Dec-1984
	18-Jul-1983
	REGISTERED - TO BE CANCELLED














CHINA MIST BRANDS, INC.
U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS







	
					
	Mark
	International 
Class(es)
	Application No. 
Filing Date
	Registration No. 
Registration Date
	Status

	CHINA MIST

	30
	73547909 
15-JUL-1985
	1386975 
18-MAR-1986
	Registered.



	CHINA MIST
	30
	74535507 
09-JUN-1994
	1896388 
30-MAY-1995
	Registered.

	CHINA MIST

	25
	74568719 
01-SEP-1994
	1915113 
29-AUG-1995
	Registered.

	CHINA MIST

	30, 32, 35
	86579130 
27-MAR-2015
	 
	Pending; Intent to Use (Statement of Use filed 10/13/2018).

	CHINA MIST
	35
	86579242 
27-MAR-2015
	4845567 
03-NOV-2015
	Registered.

	CHINAMIST

	30, 35
	86982257 
27-MAR-2015
	5247363 
18-JUL-2017
	Registered.

	CHINAMIST

	30
	86578982 
27-MAR-2015
	5525153 
24-JUL-2018
	Registered.

	CHINAMIST

	30, 32
	86579055 
27-MAR-2015
	5525154 
24-JUL-2018
	Registered.

	CHINAMIST

	30, 35
	86982317 
27-MAR-2015
	5247364 
18-JUL-2017
	Registered.

	FIESTA FRIA
	30
	78210908 
04-FEB-2003
	2813034 
10-FEB-2004
	Registered.

	FRENZY



	30
	74423042 
11-AUG-1993
	1838029 
31-MAY-1994
	Registered.

	LEAVES PURE TEAS

	30
	78075290 
23-JUL-2001
	2760266 
02-SEP-2003
	Registered; Partial Section 2(F).

	MANGO FRIO
	30
	78210911 
04-FEB-2003
	2813035 
10-FEB-2004
	Registered.

	TEA-LC
	37
	78076730 
31-JUL-2001
	2552811 
26-MAR-2002
	Registered.

	TEA-LOVING CARE
	37
	74547961 
11-JUL-1994
	1920208 
19-SEP-1995
	Registered.

	TEA-SHIRT
	25
	78076742 
31-JUL-2001
	3101411 
06-JUN-2006
	Registered; Section 2(F).

	TEA-SHIRTS

	25
	74483771 
28-JAN-1994
	1984494 
02-JUL-1996
	Registered.

	THE SIMPLICITY OF TEA
	30
	78074534 
18-JUL-2001
	2725904 
10-JUN-2003
	Registered.

	TRIBERRY DELIGHT
	30
	86423853 
14-OCT-2014
	4875573 
22-DEC-2015
	Registered.

	TRUE LEAVES ICED TEA

	30
	77501235 
17-JUN-2008
	3712901 
17-NOV-2009
	Registered.












EXHIBIT E
COMMERCIAL TORT CLAIMS
 










EXHIBIT F
INTENTIONALLY OMITTED










EXHIBIT G 
(See Section 3.13 of Security Agreement and Definition of “Pledged Collateral”)
LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY
STOCKS
	
						
	Name of Grantor
	Issuer
	Certificate Number(s)
	Number of Shares
	Class of Stock
	Percentage of Outstanding Shares

	Farmer Bros. Co.
	FBC Finance Company
	 
	 
	Common
	100%

	Farmer Bros. Co.
	Coffee Bean Holding Co., Inc.
	 
	 
	Common
	100%

	Coffee Bean Holding Co., Inc.
	Coffee Bean International, Inc.
	 
	 
	Common
	100%

	Farmer Bros. Co.
	Boyd Assets Co.
	 
	 
	Common
	100%

	Farmer Bros. Co.
	Tea Leaf Acquisition Corp. (n/k/a China Mist Brands, Inc.)
	 
	 
	Common
	100%






BONDS
	
						
	Name of Grantor
	Issuer
	Number
	Face Amount
	Coupon Rate
	Maturity

	 
	 
	 
	 
	 
	 






GOVERNMENT SECURITIES 
	
							
	Name of Grantor
	Issuer
	Number
	Type
	Face Amount
	Coupon Rate
	Maturity

	 
	 
	 
	 
	 
	 
	 






OTHER SECURITIES OR OTHER INVESTMENT PROPERTY  
(CERTIFICATED AND UNCERTIFICATED)
	
				
	Name of Grantor
	Issuer
	Description of Collateral
	Percentage Ownership Interest

	 
	 
	 
	 


















EXHIBIT H 
(See Section 3.1 of Security Agreement)
OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED
1.    Farmer Bros. Co.:  Secretary of State of the State of Delaware
2.    Coffee Bean International, Inc.:  Secretary of State of the State of Oregon
3.    Coffee Bean Holding Co., Inc.:  Secretary of State of the State of Delaware
4.    FBC Finance Company:  Secretary of State of the State of California
5.    China Mist Brands, Inc.: Secretary of State of the State of Delaware
6.    Boyd Assets Co.: Secretary of State of the State of Delaware
















EXHIBIT I 
(See Section 4.4 and 4.8 of Security Agreement)
AMENDMENT
This Amendment, dated _______, ___ is delivered pursuant to Section 4.4 of the Security Agreement referred to below.  All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement.  The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct.  The undersigned further agrees that this Amendment may be attached to that certain Amended and Restated Pledge and Security Agreement, dated as of November 6, 2018, between the undersigned, as the Grantors, and JPMorgan Chase Bank, N.A., as the Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Security Agreement”) and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in the Security Agreement.


By:               
Name:           
Title:          














SCHEDULE I TO AMENDMENT
COMMERCIAL TORT CLAIMS
	
				
	Name of Grantor
	Description of Claim
	Parties
	Case Number; Name of Court where Case was Filed

	 
	 
	 
	 

	 
	 
	 
	 


















EXHIBIT J
FORM OF COPYRIGHT SECURITY AGREEMENT
(see attached)














EXECUTION VERSION
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made as of ______, 20__, by and among FARMER BROS. CO., a Delaware corporation (the “Borrower”), BOYD ASSETS CO., a Delaware corporation (“Boyd Assets”), CHINA MIST BRANDS, INC., a Delaware corporation (“China Mist”), COFFEE BEAN INTERNATIONAL, INC., an Oregon corporation (“Coffee Bean”), FBC FINANCE COMPANY, a California corporation (“FBC”), and COFFEE BEAN HOLDING CO., INC., a Delaware corporation (“Coffee Bean Holdings”, and together with the Borrower, Boyd Assets, China Mist, Coffee Bean, and FBC, each an “Initial Grantor”; the Initial Grantors, together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to the Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of November 6, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the Grantors, the Administrative Agent and the Lenders, the Lenders have agreed to make certain financial accommodations available to the Borrower from time to time pursuant to the terms and conditions thereof; 
WHEREAS, the Lenders are willing to make the financial accommodations to the Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to the Administrative Agent, on behalf of the Secured Parties, that certain Amended and Restated Pledge and Security Agreement, dated as of November 6, 2018 (including all exhibits thereto, as from time to time amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”);
WHEREAS, pursuant to the Security Agreement, each Grantor pledged and granted to the Administrative Agent, for the benefit of the Secured Parties, a security interest in the Copyright Collateral (as defined below); and 
WHEREAS, pursuant to the Security Agreement, each Grantor has agreed to execute and deliver this Copyright Security Agreement in order to record the security interest granted to the Administrative Agent, for the benefit of the Secured Parties, with the United States Copyright Office;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
1.    DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.
2.    GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby pledges, collaterally assigns and grants to the Administrative Agent, on behalf of the Secured Parties, to secure the prompt and complete payment and performance of the Secured Obligations, a security interest 


2





(referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):
(a)    all of its copyright registrations and applications for registration thereof listed on Schedule I;
(b)    all renewals of the foregoing;
(c)    the right to sue for past, present, and future infringements of any of the foregoing; and
(d)    all products and proceeds (as that term is defined in the UCC) of the foregoing, including all income, royalties, damages, and payments now or hereafter due and/or payable thereunder, including damages and payments for past or future infringements thereof.
3.    SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by any Grantor to the Secured Parties, whether or not they are unenforceable or not allowable due to the existence of an insolvency proceeding involving any Grantor.
4.    SECURITY AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Security Interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.
5.    RESERVED.
6.    COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Security Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Security Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Copyright Security Agreement is a Loan Document.


2





7.    CHOICE OF LAW.  THIS COPYRIGHT SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
8.    MISCELLANEOUS.  THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CONSENT TO JURISDICTION AND JURY TRIAL WAIVER SET FORTH IN SECTIONS 8.17 AND 8.18 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
[Signature Page Follows]




2






IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.
GRANTORS: 
 
FARMER BROS. CO. 
 
 
By:             
Name:   
Title:        
BOYD ASSETS CO. 
 
 
By:               
Name:     
Title:        
CHINA MIST BRANDS, INC. 
 
 
By:               
Name:     
Title:        
COFFEE BEAN INTERNATIONAL, INC. 
 
 
By:             
Name:   
Title:
FBC FINANCE COMPANY 
 
 
By:             
Name:   
Title:
COFFEE BEAN HOLDING CO., INC. 
 
 
By:             
Name:   
Title:








ADMINISTRATIVE AGENT: 
 
JPMORGAN CHASE BANK, N.A. 
 
 
By:             
Name:   
Title:














SCHEDULE 1 
TO 
COPYRIGHT SECURITY AGREEMENT
U.S. COPYRIGHT REGISTRATIONS
	
				
	Grantor
	Copyright
	Registration Number
	Registration Date

	 
	 
	 
	 

	 
	 
	 
	 


















EXHIBIT K
FORM OF PATENT SECURITY AGREEMENT
(See attached)














EXECUTION VERSION
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made as of ______, 20__, by and among FARMER BROS. CO., a Delaware corporation (the “Borrower”), BOYD ASSETS CO., a Delaware corporation (“Boyd Assets”), CHINA MIST BRANDS, INC., a Delaware corporation (“China Mist”), COFFEE BEAN INTERNATIONAL, INC., an Oregon corporation (“Coffee Bean”), FBC FINANCE COMPANY, a California corporation (“FBC”), and COFFEE BEAN HOLDING CO., INC., a Delaware corporation (“Coffee Bean Holdings”, and together with the Borrower, Boyd Assets, China Mist, Coffee Bean, and FBC, each an “Initial Grantor”; the Initial Grantors, together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to the Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of November 6, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the Grantors, the other grantors party thereto, the Administrative Agent and the Lenders, the Lenders have agreed to make certain financial accommodations available to the Borrower from time to time pursuant to the terms and conditions thereof;
WHEREAS, the Lenders are willing to make the financial accommodations to the Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to the Administrative Agent, on behalf of the Secured Parties, that certain Amended and Restated Pledge and Security Agreement, dated as of November 6, 2018 (including all exhibits thereto, as from time to time amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”);
WHEREAS, pursuant to the Security Agreement, each Grantor pledged and granted to the Administrative Agent, for the benefit of the Secured Parties, a security interest in the Patent Collateral (as defined below); and 
WHEREAS, pursuant to the Security Agreement, each Grantor has agreed to execute and deliver this Patent Security Agreement in order to record the security interest granted to the Administrative Agent, for the benefit of the Secured Parties, with the United States Patent and Trademark Office;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
1.    DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.
2.    GRANT OF SECURITY INTEREST IN PATENT COLLATERAL.  Each Grantor hereby pledges, collaterally assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, to secure the prompt and complete payment and performance of the Secured 


2





Obligations, a security interest (referred to in this Patent Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under the following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”):
(a)    all of its patents and patent applications listed on Schedule I;
(b)    all reissues, divisions, continuations, renewals, extensions and continuations-in-part of the foregoing;
(c)    all rights to sue for past, present, and future infringements thereof; and
(d)    all products and proceeds (as that term is defined in the UCC) of the foregoing, including all income, royalties, damages, claims and payments now or hereafter due or payable under and with respect thereto, including damages and payments for past and future infringements thereof.
3.    SECURITY FOR SECURED OBLIGATIONS.  This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute pan of the Secured Obligations and would be owed by any Grantor to the Secured Parties whether or not they are unenforceable or not allowable due to the existence of an insolvency proceeding involving any Grantor.
4.    SECURITY AGREEMENT.  The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Security Interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Patent Security Agreement and the Security Agreement, the Security Agreement shall control.
5.    COUNTERPARTS.  This Patent Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement.  Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Security Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Security Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.  This Patent Security Agreement is a Loan Document.
6.    CHOICE OF LAW.  THIS PATENT SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


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7.    MISCELLANEOUS.  THIS PATENT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CONSENT TO JURISDICTION AND JURY TRIAL WAIVER SET FORTH IN SECTIONS 8.17 AND 8.18 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
[Signature Page Follows]






2






IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.
GRANTORS: 
 
FARMER BROS. CO. 
 
 
By:             
Name:   
Title:
BOYD ASSETS CO. 
 
 
By:               
Name:     
Title:        
CHINA MIST BRANDS, INC. 
 
 
By:               
Name:     
Title:        
COFFEE BEAN INTERNATIONAL, INC. 
 
 
By:             
Name:   
Title:
FBC FINANCE COMPANY 
 
 
By:             
Name:   
Title:
COFFEE BEAN HOLDING CO., INC. 
 
 
By:             
Name:   
Title:









ADMINISTRATIVE AGENT: 
 
JPMORGAN CHASE BANK, N.A. 
 
 
By:             
Name:   
Title:












SCHEDULE I
to
PATENT SECURITY AGREEMENT
Patents
	
				
	Name of Grantor
	Title
	Patent Number
	Issue Date

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 






Patent Applications
	
				
	Name of Grantor
	Title
	Application Number
	Filing Date

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 




















EXHIBIT L
FORM OF TRADEMARK SECURITY AGREEMENT
(see attached)












EXECUTION VERSION
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of ______, 20__, by and among FARMER BROS. CO., a Delaware corporation (the “Borrower”), BOYD ASSETS CO., a Delaware corporation (“Boyd Assets”), CHINA MIST BRANDS, INC., a Delaware corporation (“China Mist”), COFFEE BEAN INTERNATIONAL, INC., an Oregon corporation (“Coffee Bean”), FBC FINANCE COMPANY, a California corporation (“FBC”), and COFFEE BEAN HOLDING CO., INC., a Delaware corporation (“Coffee Bean Holdings”, and together with the Borrower, Boyd Assets, China Mist, Coffee Bean, and FBC, each an “Initial Grantor”; the Initial Grantors, together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to the Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of November 6, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the Grantors, the Administrative Agent and the Lenders, the Lenders have agreed to make certain financial accommodations available to the Borrower from time to time pursuant to the terms and conditions thereof; and 
WHEREAS, the Lenders are willing to make the financial accommodations to the Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to the Administrative Agent, on behalf of the Secured Parties, that certain Amended and Restated Pledge and Security Agreement, dated as of November 6, 2018 (including all exhibits thereto, as from time to time amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”);
WHEREAS, pursuant to the Security Agreement, each Grantor pledged and granted to the Administrative Agent, for the benefit of the Secured Parties, a security interest in the Trademark Collateral (as defined below); and 
WHEREAS, pursuant to the Security Agreement, each Grantor has agreed to execute and deliver this Trademark Security Agreement in order to record the security interest granted to the Administrative Agent, for the benefit of the Secured Parties, with the United States Patent and Trademark Office;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
1.    DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.
2.    GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby pledges, collaterally assigns and grants to the Administrative Agent, on behalf of the Secured Parties, to secure the prompt and complete payment and performance of the Secured Obligations, a security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, 


1





title and interest in, to and under the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):
(a)    all of its trademarks and service mark registrations and applications for registration thereof listed on Schedule I;
(b)    all renewals of the foregoing;
(c)    all goodwill of the business connected with the use of, and symbolized by, the foregoing;
(d)    all rights to sue for past, present, and future infringements thereof; and
(e)    all products and proceeds (as that term is defined in the UCC) of the foregoing, including all income, royalties, damages, claims and payments now or hereafter due or payable under and with respect thereto, including damages and payments for past and future infringements thereof.
3.    SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by any Grantor to the Secured Parties, whether or not they are unenforceable or not allowable due to the existence of an insolvency proceeding involving any Grantor.
4.    SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.
5.    RESERVED.
6.    COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Security Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Security Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.  This Trademark Security Agreement is a Loan Document.


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7.    CHOICE OF LAW.  THIS TRADEMARK SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
8.    MISCELLANEOUS.  THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CONSENT TO JURISDICTION AND JURY TRIAL WAIVER SET FORTH IN SECTIONS 8.17 AND 8.18 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
[Signature Page Follows]






3






IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.
GRANTORS: 
 
FARMER BROS. CO. 
 
 
By:             
Name:   
Title:
BOYD ASSETS CO. 
 
 
By:               
Name:     
Title:        
CHINA MIST BRANDS, INC. 
 
 
By:               
Name:     
Title:        
COFFEE BEAN INTERNATIONAL, INC. 
 
 
By:             
Name:   
Title:
FBC FINANCE COMPANY 
 
 
By:             
Name:   
Title:
COFFEE BEAN HOLDING CO., INC. 
 
 
By:             
Name:   
Title:









ADMINISTRATIVE AGENT: 
 
JPMORGAN CHASE BANK, N.A. 
 
 
By:             
Name:   
Title:












SCHEDULE I
TO
TRADEMARK SECURITY AGREEMENT
U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS
Owner:  [NAME OF GRANTOR]
	
						
	Mark
	Class
	App. No.
	App. Date
	Reg. No.
	Reg. Date

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
















ANNEX I
to
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Reference is hereby made to the Amended and Restated Pledge and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of November 6, 2018, made by each of Farmer Bros. Co., a Delaware corporation (the “Borrower”), Boyd Assets Co., a Delaware corporation (“Boyd Assets”), China Mist Brands, Inc., a Delaware corporation (“China Mist”), Coffee Bean International, Inc., an Oregon corporation (“Coffee Bean”), FBC Finance Company, a California corporation (“FBC”), and Coffee Bean Holding Co., Inc., a Delaware corporation (“Coffee Bean Holdings”, and together with the Borrower, Boyd Assets, China Mist, Coffee Bean, and FBC, each an “Initial Grantor”; the Initial Grantors, together with any additional Subsidiaries, including the undersigned, which become parties thereto by executing a Supplement in substantially the form hereof, the “Grantors”), in favor of the Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings given to them in the Security Agreement.  
By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [__________] [corporation/limited liability company/limited partnership] (the “New Grantor”) agrees to become, and does hereby become, a Grantor under the Security Agreement and agrees to be bound by the Security Agreement as if originally a party thereto.  The New Grantor hereby collaterally assigns and pledges to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.  For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of intellectual property rights owned by the New Grantor.
By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Agreement are true and correct in all respects as of the date hereof.  The New Grantor represents and warrants that the supplements to the Exhibits to the Security Agreement attached hereto are true and correct in all respects and that such supplements set forth all information required to be scheduled under the Security Agreement with respect to the New Grantor.  The New Grantor shall take all steps necessary and required under the Security Agreement to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against the New Grantor’s Collateral.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Grantor has executed and delivered this Security Agreement Supplement as of this ___________ day of ____________, 20__.


[NAME OF NEW GRANTOR] 
 
 
By:__________________________ 
Title:_________________________