February 19, 1999
The CIT Group/Business Credit, Inc.
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
RE: Financing Agreement dated as of October 21, 1998 (the "Financing
Agreement") between The CIT Group/Business Credit, Inc. ("CITBC") and
Xxxxx Electrostatic, Inc. (the "Company")
Ladies and Gentlemen:
Reference is made to the Financing Agreement. Capitalized terms used in
this letter and not specifically defined herein shall have the meanings given to
such terms in the Financing Agreement.
The undersigned, Binks Xxxxx Corporation ("Binks"), is the parent of the
Company and the owner of the U.S. intellectual property rights, including the
trademarks and tradenames (collectively, the "I/P Rights"), associated with
certain of the Inventory sold by the Company in the Company's ordinary course of
business. In connection with execution of the Financing Agreement, CITBC has
requested that Binks grant to CITBC a non-exclusive, limited license to use the
I/P Rights in connection with CITBC's sale of the Inventory in accordance with
the terms of the Financing Agreement, and Binks has agreed to this request.
Accordingly, Binks hereby grants to CITBC a royalty-free, non-exclusive
license to use the I/P Rights for the sole purpose, after the occurrence of an
Event of Default, to (i) advertise the Inventory for sale and (ii) sell,
transfer and distribute the Inventory in accordance with the terms and
provisions of the Financing Agreement. The provisions of this paragraph shall
inure to the successors and assigns of CITBC, and be binding upon Binks and its
respective successors and assigns, including any purchaser, assignee, licensee
or other transferee of the I/P Rights.
Very truly yours,
BINKS XXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Title: President and CEO
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