Exhibit 10.17

 

EXECUTION VERSION

 

TRADEMARK SECURITY AGREEMENT

 

This TRADEMARK SECURITY AGREEMENT, dated as of December 21, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).

 

WHEREAS, the Grantors are party to a Loans Pledge and Security Agreement dated as of December 21, 2015 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Security Agent pursuant to which the Grantors granted a security interest to the Security Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Security Agent as follows:

 

SECTION 1.                         Defined Terms

 

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

 

SECTION 2.                         Grant of Security Interest in Trademark Collateral

 

SECTION 2.1                                                                  Grant of Security. Each Grantor hereby grants to the Security Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Trademark Collateral”):

 

(a)                                 all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and listed on Schedule A hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) all rights corresponding thereto throughout the world, (v) the right to sue or otherwise recover for any past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (vi) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit.

 

SECTION 2.2                                                                  Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if

 











 

the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto.

 

SECTION 3.                         Pledge and Security Agreement

 

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

 

SECTION 4.                         Governing Law

 

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

 

SECTION 5.                         Counterparts

 

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

 

[Remainder of page intentionally left blank]

 

2











 

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

 

	
 
    	
CEBRIDGE ACQUISITION, L.P.
    
	
 
    	
 
    
	
 
    	
By:   Cebridge General, LLC, its sole general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal 
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
CEBRIDGE CONNECTIONS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
CEBRIDGE TELECOM LA, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
CEQUEL COMMUNICATIONS, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
CEQUEL III COMMUNICATIONS I, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
CLASSIC CABLE OF LOUISIANA, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
CLASSIC COMMUNICATIONS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
FRIENDSHIP CABLE OF ARKANSAS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
FRIENDSHIP CABLE OF TEXAS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
UNIVERSAL CABLE HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
ORBIS1, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Craig L. Rosenthal
    
	
 
    	
 
    	
Name:
    	
Craig   L. Rosenthal
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, General Counsel and Secretary
    


 

[signature page to Trademark Security Agreement]

 











 

	
 
    	
KINGWOOD SECURITY SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ralph G. Kelly
    
	
 
    	
 
    	
Name:
    	
Ralph   G. Kelly
    
	
 
    	
 
    	
Title:
    	
President   and Chief Operating Officer
    


 

[signature page to Trademark Security Agreement]

 









 

	
Accepted and Agreed:
    	
 
    
	
 
    	
 
    
	
JPMORGAN CHASE BANK, N.A.
    	
 
    
	
as Security Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Tina Ruyter
    	
 
    
	
 
    	
Name:   Tina Ruyter
    	
 
    
	
 
    	
Title:   Executive Director
    	
 
    


 

[signature page to Trademark Security Agreement]

 











 

SCHEDULE A
 to
 TRADEMARK SECURITY AGREEMENT

 

TRADEMARK REGISTRATIONS AND APPLICATIONS

 

OWNER: CEQUEL COMMUNICATIONS, LLC

 

	
Mark
    	
 
    	
Serial
   No./Application
   Date
    	
 
    	
Registration
   No.
    	
 
    	
Registration
   Date
    	
 
    	
Status
    
	
United States Federal
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
“EASY AS COUNTING TO ONE”
    	
 
    	
77594970
   10-17-2008
    	
 
    	
3713173
    	
 
    	
11-17-2009
    	
 
    	
Registered
    
	
“THE WORLD’S EASIEST BUNDLE”
    	
 
    	
77595913
   10-20-2008
    	
 
    	
3713176
    	
 
    	
11-17-2009
    	
 
    	
Registered
    
	
VIPPERKS
    	
 
    	
77655683
   1-23-2009
    	
 
    	
3773065
    	
 
    	
04-06-2010
    	
 
    	
Registered
    
	
NOW VOD
    	
 
    	
77772697
   07-01-2009
    	
 
    	
3998708
    	
 
    	
7-19-2011
    	
 
    	
Registered
    
	
“SUDDENLINK...YOU’RE CONNECTED”
    	
 
    	
77595121
   10-17-2008
    	
 
    	
4158099
    	
 
    	
06-12-2012
    	
 
    	
Registered
    
	
SUDDENLINK2GO
    	
 
    	
85339558
   06-07-2011
    	
 
    	
4286618
    	
 
    	
02-05-2013
    	
 
    	
Registered
    
	
NWV NETWORK WEST VIRGINIA
    	
 
    	
85513245
   01-10-2012
    	
 
    	
4330276
    	
 
    	
05-07-2013
    	
 
    	
Registered
    
	
EASY SUDDENLINK
    	
 
    	
86615811
   04-30-2015
    	
 
    	
Pending
    	
 
    	
Pending
    	
 
    	
Application published
    


 

APPLICANT and REGISTRANT: CEBRIDGE CONNECTIONS, INC. 
 POST-REGISTRATION OWNER: CEQUEL COMMUNICATIONS, LLC

 

	
Mark
    	
 
    	
Serial
   No./Application
   Date
    	
 
    	
Registration
   No.
    	
 
    	
Registration
   Date
    	
 
    	
Status
    
	
United States Federal
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LIFE CONNECTED
    	
 
    	
78860621
   4-13-2006
    	
 
    	
3593183
    	
 
    	
03-17-2009
    	
 
    	
Registered
    
	
SUDDENLINK
    	
 
    	
78851677
   3-31-2006
    	
 
    	
3514227
    	
 
    	
10-07-2008
    	
 
    	
Registered
    


 

SCHEDULE A - 1











 

	
Mark
    	
 
    	
Serial
   No./Application
   Date
    	
 
    	
Registration
   No.
    	
 
    	
Registration
   Date
    	
 
    	
Status
    
	
SUDDENLINK COMMUNICATIONS
    	
 
    	
78851595
   3-31-2006
    	
 
    	
3518352
    	
 
    	
10-14-2008
    	
 
    	
Registered
    
	
SUDDENLINK LIFE CONNECTED
    	
 
    	
78865089
   4-19-2006
    	
 
    	
3514248
    	
 
    	
10-07-2008
    	
 
    	
Registered
    
	
SUDDENLINK HOMESOURCE
    	
 
    	
78908283
   6-14-2006
    	
 
    	
3438249
    	
 
    	
05-27-2008
    	
 
    	
Registered
    
	
SUDDENLINK HOMESOURCE
    	
 
    	
78905733
   6-12-2006
    	
 
    	
3420591
    	
 
    	
04-29-2008
    	
 
    	
Registered
    
	
CONEXION UNICA
    	
 
    	
78899274
   6-02-2006
    	
 
    	
3518418
    	
 
    	
10-14-2008
    	
 
    	
Registered
    
	
SUDDENLINK
    	
 
    	
78882332
   5-12-2006
    	
 
    	
3438173
    	
 
    	
05-27-2008
    	
 
    	
Registered
    


 

OWNER: CEQUEL III COMMUNICATIONS I, LLC

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK COMMUNICATIONS VI
    	
 
    	
622469
   03-25-2010
    	
 
    	
Registered
    




 

OWNER: CLASSIC CABLE OF LOUISIANA, LLC

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
CLASSIC CABLE
    	
 
    	
564032
   09-09-1999
    	
 
    	
Renewed
    
	
SUDDENLINK COMMUNICATIONS IV
    	
 
    	
591354
   5-5-2006
    	
 
    	
Registered
    
	
CORRECTIONAL CABLE
    	
 
    	
646690
   08-15-2013
    	
 
    	
Registered
    
	
CABLE NETWORK ADVERTISING
    	
 
    	
578557
   6-30-2003
    	
 
    	
Registered
    




 

SCHEDULE A - 2











 

OWNER: CEBRIDGE TELECOM LA, LLC

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK COMMUNICATIONS LA
    	
 
    	
591300
   05-03-2006
    	
 
    	
Registered
    
	
CEBRIDGE CONNECTIONS TELECOM
    	
 
    	
591036
   04-12-2006
    	
 
    	
Registered
    




 

OWNER: KINGWOOD SECURITY SERVICES, LLC

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK SECURITY
    	
 
    	
620941
   11-06-2009
    	
 
    	
Registered
    
	
State - Ohio
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK SECURITY
    	
 
    	
1852474
   04-23-2009
    	
 
    	
Registered
    




 

OWNER: CLASSIC COMMUNICATIONS, INC.

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Texas
    	
 
    	
 
    	
 
    	
 
    
	
CCT
    	
 
    	
800085158
   05-15-2002
    	
 
    	
Registered
    




 

OWNER: CEBRIDGE ACQUISITION, L.P.

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK MEDIA
    	
 
    	
591900
   6-14-2006
    	
 
    	
Registered
    
	
SUDDENLINK COMMUNICATIONS
    	
 
    	
591299
   5-3-2006
    	
 
    	
Registered
    




 

SCHEDULE A - 3











 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
CEBRIDGE CONNECTIONS LA
    	
 
    	
591033
   4-12-2006
    	
 
    	
Registered
    




 

OWNER: FRIENDSHIP CABLE OF ARKANSAS, INC.

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK COMMUNICATIONS V
    	
 
    	
591355
   05-05-2006
    	
 
    	
Registered
    




 

OWNER: FRIENDSHIP CABLE OF TEXAS, INC.

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK COMMUNICATIONS I
    	
 
    	
591352
   05-05-2006
    	
 
    	
Registered
    
	
State - North Dakota
    	
 
    	
 
    	
 
    	
 
    
	
CORRECTIONAL CABLE
    	
 
    	
29717800
   08-29-2011
    	
 
    	
Registered
    
	
State - Ohio
    	
 
    	
 
    	
 
    	
 
    
	
CEBRIDGE CONNECTIONS
    	
 
    	
1416897
   10-14-2003
    	
 
    	
Registered
   (Renewed on 08-7-2008)
    




 

OWNER: UNIVERSAL CABLE HOLDINGS, INC.

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK COMMUNICATIONS III
    	
 
    	
591353
   05-05-2006
    	
 
    	
Registered
    
	
State - Nebraska
    	
 
    	
 
    	
 
    	
 
    
	
SUDDENLINK COMMUNICATIONS
    	
 
    	
10085209
   05-25-2006
    	
 
    	
Registered
    




 

SCHEDULE A - 4











 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
CEBRIDGE CONNECTIONS
    	
 
    	
10051147
   10-14-2003
    	
 
    	
Registered
    
	
CORRECTIONAL CABLE
    	
 
    	
10042857
   2-21-2003
    	
 
    	
Registered
    
	
CLASSIC COMMUNICATIONS
    	
 
    	
10042858
   2-21-2003
    	
 
    	
Registered
    




 

OWNER: ORBIS1, L.L.C.

 


	
Mark
    	
 
    	
Serial No. / Registration
   No.
    	
 
    	
Status
    
	
State - Louisiana
    	
 
    	
 
    	
 
    	
 
    
	
COSTREET COMMUNICATIONS
    	
 
    	
633409
   12-05-2011
    	
 
    	
Registered
    




 

SCHEDULE A - 5