Exhibit 4.7.6


 


TRADE-MARK SECURITY AGREEMENT


 


This TRADE-MARK
SECURITY AGREEMENT (as amended, supplemented, replaced or otherwise
modified from time to time, this “Agreement), dated as of December 21,
2005 is entered into by MATTHEWS EQUIPMENT
LIMITED (the “Grantor”) in favour of DEUTSCHE BANK AG, CANADA BRANCH (“DBCB”), as Canadian Agent and Canadian Collateral Agent for the
Lenders.


 


WHEREAS, the Grantor, the Lenders party thereto from
time to time (the “Lenders”), DBCB as Canadian Agent and Canadian
Collateral Agent for the Lenders and
certain other parties as named therein have entered into a Credit Agreement, dated as of December 21,
2005 (as amended, supplemented, replaced or otherwise modified from time to
time, the “Credit Agreement”);


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders to make their respective extensions of credit to the
Borrowers under the Credit Agreement that the Grantor shall have executed and
delivered that certain Canadian Guarantee and Collateral Agreement, dated as of
December [  ], 2005, in favour of
the Canadian Agent and the Canadian Collateral Agent (as amended, supplemented,
replaced or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”); and


 


WHEREAS, under the terms of the Guarantee and
Collateral Agreement, the Grantor has granted a security interest in certain
property, including, without limitation, certain Trade-marks of the Grantor to
the Canadian Agent for the rateable benefit of the Secured Parties, and has
agreed as a condition thereof to execute this Agreement for recording with the
Canadian Intellectual Property Office;


 


NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Grantor and the Secured Parties hereby agree as
follows:


 


SECTION 1                                   DEFINED TERMS.


 


1.1                                 Capitalized terms not otherwise defined
herein have the meanings set forth in the Credit Agreement or the Guarantee and
Collateral Agreement, as applicable.


 


1.2                                 “Trade-marks” shall mean all Canadian
and foreign trade-marks, service marks, trade names, trade dress or other
indicia of trade origin or business identifiers, trade-mark and service mark
registrations, and applications for trade-mark or service mark registrations
and any renewals thereof, including, without limitation, (i) the right to
sue or otherwise recover for any and all past, present and future infringements
or dilutions thereof, (ii) all income, royalties, damages and other
payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof),
and (iii) all other rights corresponding thereto and all other rights of
any kind whatsoever of the Grantor accruing thereunder or pertaining thereto in
Canada, together in each case with the goodwill of the business connected with
the use of, and symbolized by, each such trade-mark, service mark, trade name,
trade dress or other indicia of trade origin or business identifiers.


 


SECTION 2.                                GRANT OF SECURITY INTEREST IN TRADE-MARKS. Subject to the terms of the Credit
Agreement and the Guarantee and Collateral Agreement, the Grantor hereby
grants, subject to the existing licenses to use the Trade-marks granted by the
Grantor in the ordinary course of its business, to the Canadian Agent, for the rateable benefit of the Secured Parties
(subject to the


 

















 


priority of the Euro MTN Lien
to the extent provided by the Euro MTN Fiscal Agency Agreement), a security
interest in all of the Trade-marks of the Grantor, including, without
limitation, the Trade-marks listed on Schedule A hereto, as
collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations of such Grantor.


 


Notwithstanding
any other provision set forth in this Section 2, the Grantor’s grant of
security in Trade-marks (as defined in the Trade-marks
Act (Canada)) under this Agreement shall be limited to a grant by
the Grantor of a security interest in all of the Grantor’s right, title and
interest in such Trade-marks.


 


SECTION 3.           PRECEDENCE. The security
interest granted hereby is granted in conjunction with the security interest
granted by Grantor to the Secured Parties under the Guarantee and Collateral
Agreement. The rights and remedies of the Secured Parties with respect to the
security interest granted hereby are in addition to those set forth in the
Guarantee and Collateral Agreement. In the event of any conflict between the
terms of this Agreement and the terms of the Guarantee and Collateral
Agreement, the terms of the Guarantee and Collateral Agreement shall control.


 


SECTION 4.                                RECORDATION. The Grantor authorizes the Canadian Agent
to file and record a “notice of grant of security interest” in connection with
this Agreement with the Canadian Intellectual Property Office and any other
applicable Government Authority.


 


SECTION 5.                                MODIFICATION OF AGREEMENT. This Agreement or any provision hereof may
not be changed, waived, or terminated except in accordance with the provisions
of the Guarantee and Collateral Agreement.


 


SECTION 6.                                GENERAL.


 


6.1                                 Governing Law. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY
RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF
CANADA APPLICABLE THEREIN.


 


6.2                                 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Secured Parties and Grantor and their respective
successors and assigns. Grantor shall not, without the prior written consent of
the Secured Parties given in accordance with the Credit Agreement, assign any
right, duty or obligation hereunder.


 


6.3                                 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto on separate counterparts, each
of which when so executed, shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.


 

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the date first above written.


 


 


	
   

  	
  MATTHEWS EQUIPMENT LIMITED,
  as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
						



 


 


	
   

  	
  DEUTSCHE BANK, AG, CANADA BRANCH,

  as the Canadian Agent and Canadian Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marcellus Leung

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marcellus Leung

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 


 


	
   

  	
  By:

  	
  /s/  David Gynn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Gynn

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer