Exhibit 10.8
EXECUTION COPY
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this "Agreement"), dated as of January 28,
1999, is entered into by and among BARNEY'S, INC., a New York corporation and
BNY LICENSING CORP., a Delaware corporation (with their respective successors
and permitted assigns, each individually the "Grantor" and collectively the
"Grantors"), and CITICORP USA, INC., in its capacity as administrative agent
(with its successors in such capacity, the "Administrative Agent") for the
Lenders (as defined below) and the Issuing Banks (as defined below) under a
certain Credit Agreement dated as of January 28, 1999 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement")
among the Grantors, Barney's America Inc., PFP Fashions Inc., Barneys (CA) Lease
Corp., Barneys (NY) Lease Corp., Xxxxx All-American Sportswear Corp., and
Barneys America (Chicago) Lease Corp. (collectively, the "Borrowers"), the
Administrative Agent and General Electric Capital Corporation, in its capacity
as documentation agent (in such capacity, the "Documentation Agent"), the
lenders from time to time a party thereto (the "Lenders"), the issuing banks
from time to time a party thereto (the "Issuing Banks").
W I T N E S S E T H:
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WHEREAS, the Grantors are parties to the Credit Agreement, pursuant
to which the Lenders and the Issuing Banks have agreed, subject to certain
conditions precedent, to make loans and other financial accommodations to the
Borrowers from time to time;
WHEREAS, Barney's, Inc. as Grantor and the Administrative Agent are
parties to a certain Security Agreement of even date herewith (as the same may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, the "Security Agreement"), pursuant to which the Grantor has granted a
security interest in certain of its assets to the Administrative Agent for the
benefit of the Administrative Agent, the Lenders, the Issuing Banks and the
other Holders;
WHEREAS, BNY Licensing Corp. as Grantor and the Administrative Agent
are parties to a certain Subsidiary Security Agreement of even date herewith (as
the same may hereafter be amended, restated, supplemented or otherwise modified
from time to time, the "Subsidiary Security Agreement"), pursuant to which the
Grantor has granted a security interest in certain of its assets to the
Administrative Agent for the benefit of the Administrative Agent, the Lenders,
the Issuing Banks and the other
Holders;
WHEREAS, in order to secure the prompt and complete payment,
observance and performance of (i) all the Obligations and (ii) all the Grantors'
obligations and liabilities hereunder and in connection herewith (all the
Obligations and such obligations and liabilities hereunder being hereinafter
referred to collectively as the "Liabilities"), the Administrative Agent, the
Lenders and the Issuing Banks have required as a condition, among others, to
entering into the Credit Agreement that the Grantors execute and deliver this
Agreement;
NOW, THEREFORE, in consideration of the premises set forth above,
the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINED TERMS.
(a) Unless otherwise defined herein, each capitalized term used
herein that is defined in the Credit Agreement shall have the meaning specified
for such term in the Credit Agreement.
(b) The words "hereof," "herein" and "hereunder" and words of like
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section references are to
this Agreement unless otherwise specified.
(c) All terms defined in this Agreement in the singular shall have
comparable meanings when used in the plural, and VICE VERSA, unless otherwise
specified.
2. INCORPORATION OF THE CREDIT AGREEMENT. The Credit Agreement
and the terms and provisions thereof are hereby incorporated herein in their
entirety by this reference thereto.
3. INCORPORATION OF PREMISES. The premises set forth above are
incorporated into this Agreement by this reference thereto and are made a part
hereof.
4. GRANT OF SECURITY INTEREST IN TRADEMARKS. To secure the
complete and timely payment, performance and satisfaction of all of the
Liabilities, the Grantors hereby grant to the Administrative Agent, for the
benefit of the Administrative Agent, the Lenders, the Issuing Banks and the
other Holders, a security interest in, as and by way of a first mortgage and
security interest having priority over all other security interests, with power
of sale to the extent permitted by applicable law, all of the Grantors' now
owned or existing and hereafter acquired or arising:
(i) trademarks, trade names, trade dress, design marks, service
marks, logos, corporate names, company names, business names, domain
names, trade styles and other source of business identifiers, and all
federal, state and foreign registrations, renewals and recordings thereof
and all applications in connection therewith, including, without
limitation, those listed on SCHEDULE A attached hereto and made a part
hereof, and (a) all income, royalties, damages and payments now and
hereafter due and/or payable under and with respect thereto, including,
without limitation, payments under all licenses entered into in connection
therewith and damages and payments for past or future infringements or
dilutions thereof, (b) the right to xxx for past, present and future
infringements and dilutions thereof, (c) the goodwill of the Grantors'
businesses symbolized by the foregoing and connected therewith, and (d)
all of the Grantors' rights corresponding thereto throughout the world
(all of the foregoing items described in this PARAGRAPH 4(I), are
sometimes hereinafter individually and/or collectively referred to as the
"Trademarks"); and
(ii) rights under or interest in any trademark or service xxxx
licenses or agreements with any other party, whether either Grantor is a
licensee or licensor, including, without limitation, those trademark or
service xxxx licenses and agreements listed on SCHEDULE B attached hereto
and made a part hereof, in each case to the extent assignable without
violation thereof, together with any goodwill connected with and
symbolized by any such trademark or service xxxx licenses and agreements,
the right to collect and receive payments, including but not limited to
royalties, under such licenses and agreements or damages for breach
thereof and the right to prepare for sale and sell any and all Inventory
now or hereafter owned by the Grantors and now or hereafter covered by
such licenses and agreements and all rights corresponding thereto in the
United States and any foreign country (all of the foregoing are
hereinafter referred to collectively as the "Licenses").
5. RESTRICTIONS ON FUTURE AGREEMENTS. The Grantors agree that
they will not take any action, and will use best efforts not to permit any
action to be taken by others, including, without limitation, licensees, or fail
to take any action, which could reasonably be expected to have a material
adverse effect on the validity or enforcement of the rights collaterally
assigned to the Administrative Agent under this Agreement or the rights
associated with any Trademarks or Licenses, and in particular, the Grantors will
not permit to lapse or become abandoned the Trademarks or Licenses if such lapse
or abandonment could reasonably be expected to have a Material Adverse Effect.
6. NO OTHER LIENS; PERFECTED FIRST PRIORITY LIENS. Except for the
Lien granted pursuant to this Agreement, the Grantors own each of the Trademarks
free and clear of any and all Liens. No security agreement, financing statement
or other public notice with respect to all or any part of the Trademarks is on
file or of record in any public office (except for the filings in favor of GFBC,
Inc. and BankBoston Retail
Finance, Inc., which will still be recorded as of the Closing Date), except such
as have been filed in favor of the Administrative Agent for the benefit of the
Administrative Agent, the Lenders, the Issuing Banks and the other Holders
pursuant to this Agreement. The Lien granted pursuant to this Agreement (i) upon
completion of the filings and other actions in appropriate filing offices will
constitute perfected security interests in the Trademarks in favor of the
Administrative Agent for the benefit of the Administrative Agent, the Lenders,
the Issuing Banks and the other Holders and (ii) is enforceable as such against
all creditors of and purchasers from the Grantors. The Grantors represent and
warrant that, (a) the Trademarks listed on SCHEDULE A include all of the
registered trademarks, trademark applications, registered service marks and
service xxxx applications now owned or held by either or both of the Grantors
and (b) the Licenses listed on SCHEDULE B include all of the trademark and
service xxxx licenses and agreements under which either of the Grantors is
presently the licensee or licensor and which are material individually or in the
aggregate to the operation of the businesses of the Grantors.
7. NEW TRADEMARKS AND LICENSES. If, prior to the termination of
this Agreement, the Grantors shall (i) obtain rights to any new Trademarks, (ii)
become entitled to the benefit of any Trademarks, whether as licensee or
licensor, or (iii) enter into any new Licenses, the provisions of PARAGRAPH 4
above shall automatically apply thereto (except in cases where either Grantor is
the licensee, to the extent such licenses are assignable without violation
thereof, it being understood and agreed that the Grantors shall use commercially
reasonable efforts to ensure that such licenses are assignable for security
purposes). The Grantors shall give to the Administrative Agent written notice
within 30 Business Days after the occurrence of any of the events described in
CLAUSES (I), (II) and (III) of the preceding sentence. The Grantors hereby
authorize the Administrative Agent to modify this Agreement unilaterally (i) by
amending SCHEDULE A to include any future Trademarks owned or held by the
Grantors and by amending SCHEDULE B to include Licenses to which either Grantor
becomes a party, (ii) by preparing this Agreement for filing with the United
States Patent and Trademark Office or any corresponding foreign trademark office
or governmental agency, and (iii) by filing, in addition to and not in
substitution for this Agreement, a duplicate original of this Agreement
containing on SCHEDULE A or B thereto, as the case may be, such future
Trademarks and Licenses.
8. COVENANTS. The Grantors covenant and agree with the
Administrative Agent that:
(a) FURTHER DOCUMENTATION. At any time and from time to time, upon
the written request of the Administrative Agent, the Grantors will promptly and
duly execute and deliver such further instruments and documents and take such
further action as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted, including, without limitation, the filing
of any financing or continuation statements under the Uniform Commercial Code.
Any costs or expenses incurred in connection with the performance of the
obligations set forth in the first sentence of this section (a) shall be borne
by the Grantors.
(b) MAINTENANCE OF RECORDS. The Grantors will keep and maintain at
their own cost and expense satisfactory and complete records of the Trademarks.
The Grantors will xxxx their books and records pertaining to the Trademarks to
evidence this Agreement and the security interests granted hereby.
(c) COMPLIANCE WITH LAWS, ETC. The Grantors will comply in all
material respects with all Requirements of Law applicable to the Trademarks and
Licenses or any part thereof or to the operation of the Grantors' businesses to
the extent necessary to prevent an impairment of the Lien granted hereby or the
Administrative Agent, Lenders, Issuing Banks or the other Holders' interest in
the Trademarks.
(d) LIMITATION ON LIENS ON TRADEMARKS. The Grantors will not
create, incur or permit to exist, will defend the Administrative Agent, Lenders,
Issuing Banks or the other Holders against, and will take such other action as
is necessary to remove any Lien or claim on or to the Trademarks other than the
Liens created hereby. The Grantors will advise the Administrative Agent promptly
of any Lien on any of the Trademarks.
(e) PAYMENT OF OBLIGATIONS. The Grantors will pay and discharge or
otherwise satisfy at or before maturity, or before they become delinquent, as
the case may be, all taxes, assessments and governmental charges or levies
imposed upon the Trademarks and Licenses or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Trademarks and Licenses.
9. ROYALTIES. The Grantors hereby agree that when an Event of
Default has occurred and is continuing, the use by the Administrative Agent of
the Trademarks and Licenses as authorized hereunder in connection with the
Administrative Agent's exercise of its rights and remedies under PARAGRAPH 18 or
pursuant to SECTION 7 of the Security Agreement shall be coextensive with the
Grantors' rights thereunder and with respect thereto and without any liability
for royalties or other related charges from the Administrative Agent, the
Lenders, the Issuing Banks or the other Holders to the Grantors.
10. FURTHER ASSIGNMENTS AND SECURITY INTERESTS. The Grantors agree
except as provided in SECTION 9.02 of the Credit Agreement, not to directly or
indirectly sell, assign, transfer or otherwise dispose of their respective
interests in the Trademarks or the Licenses without the prior and express
written consent of the Administrative Agent. From and after the occurrence and
during the continuance of an Event of Default, the Grantors agree that the
Administrative Agent, or a conservator appointed by the Administrative Agent,
shall have the right to establish such reasonable quality controls as the
Administrative Agent or such conservator, in its sole and absolute judgment, may
deem necessary to assure maintenance of the quality of inventory marketed by the
Grantors under the Trademarks and the Licenses or in connection with which such
Trademarks and Licenses are used.
11. NATURE AND CONTINUATION OF THE ADMINISTRATIVE AGENT'S SECURITY
INTEREST; TERMINATION OF THE ADMINISTRATIVE AGENT'S SECURITY Interest. This
Agreement is made for collateral security purposes only. This Agreement shall
create a continuing security interest in
the Trademarks and Licenses and shall terminate only upon final payment in full
in cash of the Obligations and termination of the commitment. Upon such
termination and at the written request of the Grantors or their successors or
assigns, and at the cost and expense of the Grantors or their successors or
assigns, the Administrative Agent shall execute in a timely manner such
instruments, documents or agreements as are necessary or desirable to terminate
the Administrative Agent's security interest in the Trademarks and the Licenses,
subject to any disposition thereof which may have been made by the
Administrative Agent pursuant to this Agreement or the Security Agreement.
12. DUTIES OF THE GRANTORS. The Grantors shall have the duty, to
the extent desirable in the normal conduct of the Grantors' businesses, to: (i)
prosecute diligently any trademark or service xxxx application that is part of
the Trademarks pending as of the date hereof or hereafter until the termination
of this Agreement, and (ii) make application for the registration of any
trademarks or service marks whether currently or hereafter used or adopted by
the Grantors in the United States and any foreign country or territory
throughout the world. The Grantors further agree (i) not to abandon any
Trademarks or Licenses if such abandonment could reasonably be expected to have
a Material Adverse Effect without the prior written consent of the
Administrative Agent, and (ii) to use reasonable best efforts to obtain and
maintain in full force and effect the Trademarks and the Licenses that are or
shall be necessary or economically desirable in the operation of the Grantors'
businesses. Any expenses incurred in connection with the foregoing shall be
borne by the Grantors. None of the Administrative Agent, the Lenders, the
Issuing Banks or the other Holders shall have any duty with respect to the
Trademarks and Licenses. Without limiting the generality of the foregoing, none
of the Administrative Agent, the Lenders, the Issuing Banks or the other Holders
shall be under any obligation to take any steps necessary to preserve rights in
the Trademarks or Licenses against any other parties, but the Administrative
Agent may do so at its option from and after the occurrence and during the
continuance of an Event of Default, and all expenses incurred in connection
therewith shall be for the sole account of the Grantors and shall be added to
the Liabilities secured hereby.
13. THE ADMINISTRATIVE AGENT'S RIGHT TO XXX. From and after the
occurrence and during the continuance of an Event of Default, the Administrative
Agent shall have the right, but shall not be obligated, to bring suit in its own
name to enforce the Trademarks and the Licenses and, if the Administrative Agent
shall commence any such suit, the Grantors shall, at the request of the
Administrative Agent, do any and all lawful acts and execute any and all proper
documents required by the Administrative Agent in aid of such enforcement. The
Grantors shall, upon demand, promptly reimburse the Administrative Agent for all
costs and expenses incurred by the Administrative Agent in the exercise of its
rights under this PARAGRAPH 13 (including, without limitation, reasonable fees
and expenses of attorneys and paralegals for the Administrative Agent).
14. WAIVERS. The Administrative Agent's failure, at any time or
times hereafter, to require strict performance by the Grantors of any provision
of this Agreement shall not waive, affect or diminish any right of the
Administrative Agent thereafter to demand strict compliance and performance
therewith nor shall any course of dealing between the Grantors and the
Administrative Agent have such effect. No single or partial exercise of any
right hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right. None of the undertakings, agreements, warranties, covenants and
representations of the Grantors contained in this Agreement shall be deemed to
have been suspended or waived by the Administrative Agent unless such suspension
or waiver is in writing signed by an officer of the Administrative Agent and
directed to the Grantors specifying such suspension or waiver.
15. SEVERABILITY. If any provision of this Agreement is held to be
prohibited or unenforceable in any jurisdiction the substantive laws of which
are held to be applicable hereto, such prohibition or unenforceability shall not
affect the validity or enforceability of the remaining provisions hereof and
shall not invalidate or render unenforceable such provision in any other
jurisdiction.
16. MODIFICATION. This Agreement cannot be altered, amended,
supplemented or modified in any way, except as specifically provided in
PARAGRAPH 7 hereof or by a writing signed by the parties hereto.
17. POWER OF ATTORNEY. The Grantors agree, upon the request of the
Administrative Agent and promptly following such request, to take any action and
execute any instrument which the Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Agreement. The Grantors hereby
irrevocably designate, constitute and appoint the Administrative Agent (and all
Persons designated by the Administrative Agent in its sole and absolute
discretion) with full power of substitution, as the Grantors' true and lawful
attorney-in-fact, with full power and authority in the name of the Grantors, or
in its own name, from time to time in the Administrative Agent's discretion upon
the occurrence and during the continuance of an Event of Default, for the
purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes hereof and, without
limiting the generality of the foregoing, hereby give the Administrative Agent
the power and right on behalf of the Grantors, without notice or assent by the
Grantors, to the extent permitted by applicable law, to (i) endorse the
Grantors' names on all applications, documents, papers and instruments necessary
or desirable for the Administrative Agent in the use, prosecution or protection
of the Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise
transfer title in or dispose of the Trademarks or the Licenses to anyone on
commercially reasonable terms (but subject to the terms thereof), (iii) grant or
issue any exclusive or nonexclusive license under the Trademarks (not to
conflict with any existing License) or under the Licenses, to anyone on
commercially reasonable terms (but only, in the case of Licenses, to the extent
permitted under such Licenses), and (iv) take any other actions with respect to
the Trademarks or, to the extent permitted, the Licenses as the Administrative
Agent deems in its own best interest or in the best interest of the Lenders or
the Issuing Banks. The Grantors hereby ratify all that such attorney shall
lawfully do or, to the extent permitted, cause to be done by virtue hereof. This
power of attorney is coupled with an interest and shall be irrevocable until all
of the Obligations shall have been paid in full in cash and the Credit Agreement
shall have been terminated. The Grantors acknowledge and agree that this
Agreement is not intended to limit or restrict in any way the rights and
remedies of the Administrative Agent, the Lenders or the Issuing Banks under the
Loan Documents, but rather is intended to facilitate the exercise of such rights
and remedies.
18. EVENT OF DEFAULT; CUMULATIVE REMEDIES. The Administrative
Agent shall have, in addition to all other rights and remedies given it by the
terms of this Agreement, all rights and remedies allowed by law and the rights
and remedies of a secured party under the Uniform Commercial Code as enacted in
any jurisdiction in which the Trademarks or the Licenses may be located or
deemed located. Upon the occurrence and during the continuance of an Event of
Default, the Grantors agree to assign, convey and otherwise transfer title in
and to the Trademarks and the Licenses to the Administrative Agent or any
transferee of the Administrative Agent and to execute and deliver to the
Administrative Agent or any such transferee all such agreements, documents and
instruments as may be necessary, in the Administrative Agent's sole discretion
exercised in a commercially reasonable manner, to effect such assignment,
conveyance and transfer. All of the Administrative Agent's rights and remedies
with respect to the Trademarks and the Licenses, whether established hereby, by
the Security Agreement, by any other agreements or by law, shall be cumulative
and may be exercised separately or concurrently. Notwithstanding anything set
forth herein to the contrary, it is hereby expressly agreed that upon the
occurrence and during the continuance of an Event of Default, the Administrative
Agent may exercise any of the rights and remedies provided in this Agreement,
the Security Agreement and any of the other Loan Documents, including, but not
limited to, the right to sell, transfer or otherwise dispose of any and all
finished goods Inventory bearing the Trademarks in any manner determined solely
by the Administrative Agent. The Grantors agree that any notification of
intended disposition of any of the Trademarks and Licenses required by law shall
be deemed reasonably and properly given if given at least ten (10) Business Days
before such disposition. The Grantors hereby agree that they shall have no right
to satisfy the Administrative Agent's rights to equitable remedies by the
payment of money damages, and nothing contained in this Agreement will restrict
the Administrative Agent's rights to obtain equitable remedies for breaches of
this Agreement. To the extent permitted by applicable law, the Grantors waive
all claims, damages, and demands they may acquire against the Administrative
Agent arising out of the lawful exercise by it of its rights hereunder.
19. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Grantors and their successors and assigns, and shall inure to the benefit of
each of the Administrative Agent, the Lenders, the Issuing Banks and the other
Holders, and each of all of their nominees, successors and assigns. The
Grantors' successors and assigns shall include, without limitation, a receiver,
trustee or debtor-in-possession of or for the Grantors; PROVIDED, HOWEVER, that
the Grantors shall not voluntarily assign or transfer either of their rights or
obligations hereunder without the Administrative Agent's prior written consent.
20. GOVERNING LAW. This Agreement shall be construed and enforced
and the rights and duties of the parties shall be governed in all respects in
accordance with the laws and decisions of the State of New York.
21. NOTICES. Any notice, demand, request or any other
communication required or desired to be served, given or delivered hereunder
shall be in writing and shall be served, given or delivered as provided in
SECTION 13.08 of the Credit Agreement.
22. SECTION HEADINGS. The section headings herein are for
convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.
23. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
24. EXECUTION OF FINANCING STATEMENTS. A carbon, photographic or
other reproduction of this Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.
25. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. The Grantors
agree that the terms of SECTION 13.17 of the Credit Agreement with respect to
consent to jurisdiction and service of process shall apply equally to this
Agreement.
26. WAIVER OF JURY TRIAL. EACH OF THE GRANTORS AND THE
ADMINISTRATIVE AGENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE ADMINISTRATIVE AGENT AND
THE GRANTORS ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EITHER THE GRANTORS OR THE ADMINISTRATIVE AGENT MAY FILE
AN ORIGINAL COUNTERPART OR COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
27. TERMINATION; RELEASE OF COLLATERAL. Notwithstanding anything
in this Agreement to the contrary, the Grantors may, to the extent permitted by
SECTION 9.02 of the Credit Agreement, sell, assign, transfer or otherwise
dispose of any Collateral. In addition, the Collateral shall be subject to
release in accordance with SECTION 12.09(C) of the Credit Agreement (such
Collateral and the Collateral referred to in the immediately preceding sentence
being the "Released Collateral"). The Liens under this Agreement shall terminate
with respect to the Released Collateral upon such sale, transfer, assignment,
disposition or release and upon the request of the Grantors, the Administrative
Agent shall execute and deliver such instrument or document as may be necessary
to release the Liens granted hereunder; PROVIDED, HOWEVER, that (i) the
Administrative Agent shall not be required to execute any such documents on
terms which, in the Administrative Agent's opinion, would expose the
Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Liabilities or any Liens on (or obligations of any Grantor in respect of) all
interests retained by any Grantor, including without limitation, the proceeds of
any sale, all of which shall continue to constitute part of the Collateral.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
BARNEY'S, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Executive VP and CFO
BNY LICENSING CORP.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Executive VP and CFO
Accepted and agreed to as of the day and
year first above written.
CITICORP USA, INC., as Administrative Agent
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
