Dated as of December 23,
2008
To induce you, Wells Fargo Bank, National
Association (with its successors and assigns, “Wells
Fargo”), at any time or from time to time to make loans or
extend financial accommodations to the Company (defined below), and
in consideration thereof, RB Trademark Holdco, LLC, a Delaware
limited liability company (the “Licensor”) and Wells
Fargo hereby agree as follows:
1. Definitions. For the purposes of this
Agreement, the following terms shall have the meanings set forth
below or in the referenced Section of this Agreement:
“Company” means The Russ Companies,
Inc., a Delaware limited liability company.
“Intellectual Property Rights” means
all actual or prospective rights arising in connection with any
intellectual property or other proprietary rights, including all
rights arising in connection with copyrights, patents, service
marks, trade dress, trade secrets, trademarks, trade names or mask
works.
“Wells Fargo Documents” means that
certain Credit and Security Agreement of even date herewith between
Company and Wells Fargo, as the same may be modified, amended,
supplemented or restated from time to time, and the security
agreements executed and delivered pursuant to such
agreement.
“License Agreement” means that
certain License Agreement of even date herewith between the Company
and the Licensor, as the same may be amended, supplemented or
restated from time to time.
“Licensed Intellectual Property
Rights” means the Intellectual Property Rights licensed under
the License Agreement.
“Notice Date” means the date
Licensor gives notice to Wells Fargo to the effect that the License
Agreement has been terminated or is no longer in effect.
“Product” means any product produced
using or incorporating any Licensed Intellectual Property
Rights.
2. License Agreement. A true and correct
copy of the License Agreement is attached hereto as Exhibit A.
As of the date hereof, the License Agreement is in full force and
effect.
3. Ownership of Rights. The Licensor
represents and warrants that it has not granted any other license
to use the Licensed Intellectual Property Rights which would
conflict with the rights granted to the Company under the
License.
4. Credit Facility. Licensor acknowledges
that Company may now or hereafter become a party to the Wells Fargo
Documents.
5. Grant of Limited Rights Under the
License Agreement. The Licensor hereby agrees that Wells Fargo and
its agents may exercise, following the acceleration of the
indebtedness outstanding under the Wells Fargo Documents by reason
of an Event of Default thereunder, all rights which the Company
could otherwise exercise under the License Agreement, subject to
the terms and conditions of the License Agreement, as necessary to
liquidate Products that are partially or finally manufactured as of
the date of suc
