ASSIGNMENT OF INTELLECTUAL PROPERTY
WHEREAS Republic Technologies International, LLC (as "Borrower"), Republic
Technologies International Holdings, LLC, RTI Capital Corp., Bliss & ▇▇▇▇▇▇▇▇,
LLC , Nimishellen & Tuscarawas, LLC, Canadian Drawn Steel Company Inc. (as
"Guarantors) and BankBoston, N.A., a national banking association, as
administrative agent for itself and other lending institutions (the "Assignee")
have entered into a revolving credit agreement (the "Credit Agreement") dated as
of the date hereof;
AND WHEREAS pursuant to the Credit Agreement, Canadian Drawn Steel Company Inc.
(the "Assignor") is obligated to grant an assignment of its intellectual
property;
NOW THEREFORE for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Assignor and Assignee agree as follows:
1. The Assignor, a corporation whose full postal address and whose principal
place of business is ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, hereby sells and
assigns to the Assignee, a national banking association and whose
principal place of business is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
all of the Assignor's right, title and interest in and to the following
intellectual property:
the trade-marks listed in Schedule "A" hereto, including any
copyright in the designs forming part of such trade-marks, and
including any registrations (the "Trade-marks"), including the
goodwill associated with the Trade-marks and the right to sue for
past infringement and retain any damages as a result of such action;
(collectively, the "Intellectual Property").
2. The Assignee hereby accepts the assignments set out in paragraph 1 above.
3. The recording or registration of the assignments granted hereunder shall
be in the sole discretion of and shall be the sole responsibility of the
Assignee; however, the Assignor agrees to execute any instruments
necessary and to do all things necessary to ensure the Assignee can record
and register the assignments.
1. (a) The Assignor represents and warrants to the Assignee that the
Intellectual Property listed in Schedule "A" is owned exclusively by
the Assignor and the Assignor has all right and authority to make
these assignments.
(b) To the best of the Assignor's knowledge, there are no current claims
against the Assignor with respect to the Intellectual property.
5. This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and assigns.
EXECUTED at New York, New York, this 13th day of August, 1999.
CANADIAN DRAWN STEEL COMPANY INC.
Per:
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Name:
Title:
I have authority to bind the Assignor company.
BANKBOSTON, N.A., as Agent
Per:
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Name:
Title:
I have authority to bind the Assignee
SCHEDULE "A"
TRADE-MARKS
Trade-▇▇▇▇ ▇▇▇. No. Reg. Date Expiry
---------- -------- --------- ------
BISMA-LED TMA 131,688 1963-07-05 2008-07-05
BETTER BY EXPERIENCE TMA 461,922 1996-08-23 2011-08-23
STYLIZED BAR AND TMA 465,947 1996-11-12 2011-11-12
MAPLE LEAF DESIGN
(as set out in Exhibit 1, attached)
