Reaffirmation of Grant of Security Interest in Patents, Trademarks, and Licenses between R.G. Barry Corporation and The CIT Group/Commercial Services, Inc.

Summary

R.G. Barry Corporation and The CIT Group/Commercial Services, Inc. have reaffirmed an agreement in which R.G. Barry grants CIT a security interest in its patents, trademarks, and licenses. This reaffirmation ensures that CIT's security interest covers all current and future obligations of R.G. Barry under both a Financing Agreement and a Factoring Agreement. The agreement includes updated lists of all relevant patents, trademarks, and licenses. This document confirms that the original terms remain in effect and that the security interest continues to secure R.G. Barry's obligations to CIT.

EX-10.58 6 l12665aexv10w58.txt EXHIBIT 10.58 EXHIBIT 10.58 REAFFIRMATION OF GRANT OF SECURITY INTEREST IN PATENT, TRADEMAK AND LICENSES March 31, 2005 The CIT Group/Commercial Services, Inc. 1211 Avenue of the Americas New York, New York 10038 Ladies and Gentlemen: R.G. Barry Corporation, an Ohio Corporation (the "Company"), executed and delivered to The CIT Group/Commercial Services, Inc. ("CIT") a Grant of Security Interest in Patents, Trademarks and Licenses dated March 29, 2004 (the "Patent, Trademark and License Agreement"), pursuant to which Company granted to CIT a security interest in its patents, trademarks and licenses. The Patent, Trademark and License Agreement was executed and delivered to CIT in order to secure the obligations and liabilities of Company to CIT under that certain Factoring Agreement dated as of March 29, 2004 between Company and CIT (as amended and modified, the "Factoring Agreement"). As of the date hereof, Company and CIT are parties to a Financing Agreement (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Financing Agreement") under which CIT has provided Company with certain financial accommodations, and as a condition to the effectiveness of which, this Agreement must be executed. The undersigned hereby: (a) confirms that all of the representations and covenants are true and correct in all material respects as of the date hereof and ratifies and confirms that all of the terms and conditions contained in and liens and security interests granted by the Patent, Trademark and License Agreement shall remain in full force; (b) ratifies and confirms that the obligations secured by the Patent, Trademark and License Agreement encompass all obligations and liabilities of Company to CIT under or pursuant to the Financing Agreement, as well as the Factoring Agreement; and (c) restates each of Schedule A, Schedule B and Schedule C, respectively, to indicate all currently effective patents, trademarks and licenses, as such Schedules are attached hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed and delivered this Reaffirmation of Grant of Security Interest in Patents, Trademarks and Licenses effective as of the date above set forth. Very truly yours, R. G. BARRY CORPORATION By: /s/ Thomas Von Lehman ----------------------------------------- Name: Thomas Von Lehman Title: President and Chief Executive Officer 2 SCHEDULE A Schedule A to Reaffirmation of Grant of Security Interest in Patents, Trademarks and Licenses dated March 31, 2005, by and between R.G. BARRY CORPORATION and THE CIT GROUP/COMMERCIAL SERVICES, INC. U.S. PATENTS

3 Slipper having an insole attached to a peripheral outsole wall 5,392,532 02/28/1995 Microwave-Activated Thermal Storage 5,424,519 06/13/1995 Material and Method Method of Constructing A Slipper 5,491,860 02/20/1996 Wedge Slipper 5,644,856 07/08/1997 Slipper & Method for Manufacturing Slipper 6,226,894 05/08/2001 Slipper with Polymer Insole Jell & Method for Manufacturing 6,418,642 07/16/2002 Slipper & Method for Manufacturing Slipper 6,560,900 05/13/2003

4 SCHEDULE B Schedule B to Reaffirmation of Grant of Security Interest in Patents, Trademarks and Licenses dated March 31, 2005, by and between R.G. BARRY CORPORATION and THE CIT GROUP/COMMERCIAL SERVICES, INC. U.S. TRADEMARKS
DATE OF REGISTRATION/ TRADEMARK REG. # CLASSIFICATION DATE OF NEXT RENEWAL - --------- ------ -------------- --------------------- ADUST-TO-ME 2,565,873 SLIPPERS 4/30/02-4/30/12 ANGEL TREADS LP 580,180 SCUFFS OR SLIPPERS FOR MEN AND WOMEN 9/22/53-9/22/13 AQUA NOTES 2,246,691 SLIPPERS 5/18/99-5/18/09 B (Stylized) 2,557,103 SLIPPERS 4/2/02-4/2/12 R. G. BARRY & Design LP 1,073,670 MEN'S, WOMEN'S AND CHILDREN'S 9/20/77-9/20/07 SANDALS BARRY Logo 2,205,584 SLIPPERS 11/24/98-9/30/07 BARRY COMFORT 2,725,247 SLIPPERS 6/10/03-6/10/13 COMFORT AT HOME LP 2,449,991 ELECTRIC HEATING PADS AND MICRO- 5/8/01-5/8/11 WAVABLE PAKCS FOR MEDICAL USE COMPACKS BY DEARFOAMS 2,744,194 SLIPPERS THAT FOLD FOR TRAVEL 7/29/03-7/29/13 COOL CUSHIONS 2,250,516 SLIPPERS 6/1/99-6/1/09 DEARFOAMS & Design LP 1,355,478 SLIPPERS 8/20/85-8/20/05 DEARFOAMS 1,999,199 HEATABLE PADS FOR MEDICAL USE 9/10/96-9/10/06 DEARFOAMS SIGNATURE LP 2,059,978 SLIPPERS 5/6/97-5/6/07 COLLECTION DFM 2,833,294 FOOTWEAR; SLIPPERS, AND SANDALS 4/13/04-4/13/14 ECHOFOAM 2,262,275 FOAM INSOLES FOR SLIPPERS 7/20/99-7/20/05 EZ FEET LP 1,806,772 SLIPPERS 11/22/93-11/22/13 GREAT ESCAPES 1,332,273 MEN'S, WOMEN'S, CHILDREN'S 4/23/85-4/23/05 SLIPPERS, SHOES AND SANDALS JUST RELAX 2,341,924 SLIPPERS 4/11/00-4/11/10 LIKE PILLOWS FOR YOUR FEET 2,326,382 SLIPPERS 3/7/00-3/7/10
5 MAGNETUDES 2,449,872 SLIPPERS AND SLIPPER SOCKS 5/8/01-5/8/11 MICROCORE LP 2,012,342 SLIPPERS AND SLIPPER SOCKS 10/29/96-10/29/06 MICROCORE 1,996,238 HEATING PADS, SEAT CUSHIONS, FOOD 8/20/96-8/20/06 AND BEVERAGE CONTAINERS PILLOWFOAM 2,282,168 SLIPPERS 9/28/99-9/28/09 SCUFFABLES 847,066 SLIPPERS, SHOES AND SANDALS 4/2/68-4/2/08 SNUG-TREDS LP 740,058 HOUSE SLIPPERS 10/30/62-10/30/12 SOFT NOTES LP 1,508,349 SLIPPERS, SHOES, SANDALS 10/11/88-10/11/08 SOLUNA LP 2,449,992 ELECTRIC HEATING PADS AND MICRO- 5/8/01-5/8/11 WAVEABLE PACKS FOR MEDICAL USE SOLUNA 2,799,405 FOOTWEAR; SANDALS 12/23/03-12/23/13 SPA AT HOME LP 2,449,993 ELECTRIC HEATING PADS AND MICRO- 5/8/01-5/8/11 WAVABLE PACKS FOR MEDICAL USE STEP OUT IN SOLID COMFORT 2,801,469 SLIPPERS; SLIPPER PARTS, NAMELY 12/30/03-12/30/13 CONTOURED FOOTBEDS & CONTOURED INSERTS TERRASOLES 2,799,332 SLIPPERS, CONTOURED FOOT INSERTS 12/23/03-12/23/13 SOLD AS A COMPONENT OF SLIPPERS TERRASOLES GRASS DESIGN 2,881,494 SLIPPERS AND INSOLES FOR SLIPPERS 9/7/04-9/7/14 AND CONTOURED FOOT INSERTS AS A COMPONENT OF SLIPPERS ZIZI 2,762,594 SLIPPERS 9/9/03-9/9/13 ZIZI within a heart design 2,764,401 SLIPPERS; CLOTHING, namely 9/16/03-9/16/13 Sleepwear & Loungwear ZIZI play life by heart 2,798,910 SLIPPERS 12/23/03-12/23/13

* Mushrooms Trademarks are owned by AmAsia and licensed to R.G. Barry. 29-Mar-05 USTM 6 SCHEDULE C Schedule C to Reaffirmation of Grant of Security Interest in Patents, Trademarks and Licenses dated March 31, 2005, by and between R.G. BARRY CORPORATION and THE CIT GROUP/COMMERCIAL SERVICES, INC. U.S. LICENSES AMASIA INTERNATIONAL LTD NATIONAL ASSOCIATION FOR STOCK CAR AUTO RACING, INC. ("NASCAR") DALE EARNHARDT, INC ("DEI") RUSTY WALLACE, INC. PENSKE RACING SOUTH, INC. JG MOTORSPORTS, INC. REDLINE SPORTS MARKETING, INC. L.C. LICENSING, INC. 7