Trademark License

Exhibit 10.4


TRADEMARK LICENSE AGREEMENT
---------------------------


This TRADEMARK LICENSE AGREEMENT ("License") is made and entered into July 31, 1994, by and among DRA, Inc., a company organized under the laws of the State of Delaware ("DRA"), DR International, Inc., a company organized under the laws of the State of Delaware ("DRI" and, together with DRA, the "Licensee"), and General Motors Corporation, through its Delco Remy Division, a corporation organized under the laws of the State of Delaware ("GM").


WITNESSETH


WHEREAS, GM, DRI and DRA have entered into the Asset Purchase Agreement dated July 13, 1994 (the "Asset Purchase Agreement") under which DRA has acquired (the "Acquisition") certain assets and assumed certain liabilities of the Delco Remy Division.


WHEREAS, DRI and DRA desire to acquire, and GM is willing to grant, a license to use certain trademarks and tradenames of Delco Remy Division world- wide.


NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, for themselves and their successors and assigns, agree as follows:


1. DEFINITIONS
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The following terms have the meaning ascribed to them herein:


Businesses. The term "Businesses" shall mean the production,
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distribution, sale and servicing of heavy duty starter motors and
generators ("Heavy Duty Starter Motors Business"), remanufactured
heavy duty starter motors and generators ("HD Reman Business"), light
duty starter motors ("Light Duty


Starter Motor Business"), remanufactured light duty starter motors ("LD Reman Business"), and powder metal forge ("PMF Business").


Closing. The term "Closing" has the meaning ascribed to it in the Asset Purchase - ------- Agreement.


Component Supply Agreements. The term "Component Supply Agreements" means the - --------------------------- Heavy Duty Component Supply Agreement, Light Duty Component Supply Agreement, Powder Metal Forge Component Supply Agreement and Distribution and Supply Agreement between DRA and GM included among the Ancillary Agreements to the Asset Purchase Agreement.


Delco Remy Trademarks. "Delco Remy Trademarks" means "DELCO REMY", "DELCO REMY - --------------------- AMERICA", "DELCOTRON" (with regard to heavy duty generators only), the "DELCO REMY AMERICA logo" as set forth in Exhibit A, and such other logotypes containing "Delco Remy" as DRA or DRI may adopt (subject to GM's written consent not to be unreasonably delayed or withheld) and use during the term of this license as provided herein.


Delco Remy Tradenames. The term "Delco Remy Tradenames" shall mean "Delco Remy - --------------------- America" and/or "Delco Remy International".


Effective Date. The term "Effective Date" means the date of this Agreement. - --------------


Product Liability Insurance. The term "Product Liability Insurance" means - --------------------------- insurance maintained by Licensee in accordance with Paragraph 5 hereof.


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Products. The term "Products" means the products manufactured by the Businesses - -------- as of the date of the signing of this License and any replacements and extensions thereof.


Quality Standards. The term "Quality Standards" has the meaning described in - ----------------- Paragraph 6(a) herein.


Remy Trademarks. "Remy Trademarks" means "REMY", "REMY AMERICA", "REMY - --------------- INTERNATIONAL", and such logotypes as Licensee may adopt containing "REMY", "REMY AMERICA" or "REMY INTERNATIONAL".


Remy Tradenames. "Remy Tradenames" means "REMY AMERICA" and "REMY - --------------- INTERNATIONAL."


Territory. GM and Licensee have agreed that Licensee shall be entitled to use - --------- the Delco Remy Trademarks world-wide. However, the term "Territory" shall mean initially the United States (its territories and possessions including, without limitation, Puerto Rico and the U.S. Virgin Islands), Mexico, Canada, and such other countries set forth on Exhibit B, as may be expanded as provided in Paragraph 4(e) herein.


Trademarks. "Trademarks" means the "Delco Remy Trademarks", the "Remy - ---------- Trademarks," and any other term that GM authorizes as provided herein for use as a trademark.


Tradenames. The term "Tradenames" shall mean the Delco Remy Tradenames and the - ---------- Remy Tradenames.


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Tradename License Agreement. The term "Tradename License Agreement"
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shall mean the Tradename License Agreement among GM, DRA and DRI.


Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.


2. GRANT OF LICENSE
----------------


(a) Authorization For Products. Subject to the terms and conditions of
--------------------------
this License, GM hereby grants to Licensee and Licensee hereby
accepts, an exclusive, royalty free license to use (i) the Trademarks
on and in connection with existing Products finished goods inventory
as of the Closing, (ii) the Trademarks in the form and manner
specified by GM and/or approved by GM under this Agreement on and in
connection with new and replacement Products made by or for Licensee
developed for supply to GM pursuant to the Component Supply
Agreements; (iii) the Trademarks on and in connection with Products
and replacement and extension Products made by or for Licensee not
supplied to GM, and (iv) the Remy Trademarks on and in connection with
other products.


(b) The grant shall include the manufacture (including the right to have
made), advertising, promotion, distribution, service and sale of such
Products in the Territory by or for Licensee as provided herein.


(c) Term and Royalty. The initial term ("Initial Term") of the license of
----------------
the Delco Remy Trademarks hereby granted shall commence on the
Effective Date, and shall continue for ten (10) years unless otherwise
terminated as provided herein. Upon expiration of the Initial Term,
this Agreement shall continue indefinitely on the same terms except
that Licensee agrees to pay an annual license fee of one hundred
thousand dollars ($100,000) payable upon the date of continuation and
each anniversary date thereof. The license of the Remy Trademarks
hereby granted shall commence on the Effective Date, shall


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be perpetual, fully-paid, and royalty-free, and may be freely assigned,
mortgaged, sublicensed or encumbered, subject, however, to the covenants in
Paragraph 2(f) of this Agreement.


(d) Limitations to Licensee's Rights. Except as provided in the Manufacturers
--------------------------------
Representative Agreement, Licensee shall not use the Delco Remy Trademarks
directly or indirectly on or in connection with, or in relation to, any
product except Products. Licensee shall not combine the Trademarks with any
other trademark without the express written authorization of GM, provided,
however, that Licensee may use the Trademarks together with other
trademarks, service marks, and tradenames including without limitation
"ROAD GANG" and other marks for specific products. Licensee shall not make
trademark use of the Trademarks or any confusingly similar forms of,
variation on, or alternative spelling of the term "DELCO", "GM", "GENERAL
MOTORS", or "DELCO REMY DIVISION", except as provided in this Agreement or
pursuant to Paragraph 8 of this Agreement. No other right or license is
granted hereby by implication or otherwise under any other mark, trademark,
service mark or trade name of GM. Nothing in this Paragraph (d) shall be
interpreted to limit or expand upon the rights granted Licensee to use the
Tradenames under the Tradename License Agreement.


(e) GM shall not use, and will not directly or indirectly authorize or permit
any third party to use the Trademarks or logotypes created by Licensee (or
any confusingly similar form of variation on, or alternative spelling
thereof), directly or indirectly on or in connection with or in relation to
Products.


(f) Notwithstanding the other provisions of this Agreement, neither Licensee
nor its sublicensees, assigns, or affiliates may use the Remy Trademarks
directly or indirectly on or in connection with or in relation to (i)
batteries at any time after the Closing Date or (ii) for 10 years after the
Closing Date for any other product manufactured by the Delco Remy Division
on the Closing Date and not acquired by DRA.


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3. GOODWILL
--------


Licensee recognizes the value of the goodwill associated with the
Trademarks and acknowledges that, except for assignments pursuant to
Paragraph 8 of this Agreement, the Trademarks, and all rights therein and
the goodwill pertaining thereto, belong exclusively to GM and that the
Trademarks have acquired secondary meaning in the mind of the public in
association with GM. Notwithstanding anything to the contrary expressed in
this License, Licensee shall not acquire, be deemed to have acquired and
shall not claim any rights to the Trademarks other than the rights granted
by GM under this License or pursuant to Paragraph 8 of this Agreement.


4. GM'S TITLE AND PROTECTION OF GM'S RIGHTS
----------------------------------------


(a) GM's Representations. GM represents and warrants that in the
--------------------
Territory: (i) it is the sole and exclusive owner of all right, title
and interest in and to the Trademarks and various U.S. and foreign
registrations for use on and in connection with Products; (ii) it has
the power to grant the rights and licenses granted to Licensee herein
and has not granted rights and licenses to the Trademarks to any
person other than Licensee hereunder with respect to Products; (iii)
it has not abandoned the Trademarks; (iv) the aforementioned
registrations have not been adjudged or declared invalid by any court
in any jurisdiction; (v) such trademark registrations are not, as of
the date of this License, the subject of any claim, litigation or U.S.
Patent and Trademark Office proceeding; (vi) it is not aware of any
rights of any third party which would be infringed by Licensee's use
of the Trademarks as authorized herein; and (vi) it is not aware of
any rights of any third party which would be infringed by Licensee's
use of the Trademarks on or in connection with Products outside the
initial Territory.


(b) Conduct of Licensee. Licensee agrees that it will not knowingly do or
-------------------
suffer to be done during the Term or any renewal period of this
License any act or


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thing that will materially impair the rights of GM in and to the Trademarks
then licensed hereunder. GM hereby agrees to indemnify and defend Licensee
and undertakes to hold it harmless against any claims or suits to the
extent that such claim or suit arises out of the exploitation and use by
Licensee of the Trademarks as authorized in this License with respect to
Products, provided that the claim or suit arises in the Territory and
prompt notice is given to GM of any such claim or suit and provided further
that GM shall have the option to undertake and conduct, at GM's expense,
the defense of any suit brought and that no settlement of any such claim or
suit is made without prior written consent of GM (which consent shall not
be unreasonably delayed or withheld). Licensee shall participate in such
defense, at its own expense, to protect its interests. GM shall keep
Licensee informed on all material developments throughout the progress of
any such defense, and GM shall not, without Licensee's prior approval,
which approval shall not be unreasonably withheld, enter into any consent,
settlement, or other agreement which materially diminishes or restricts
Licensee's rights under this License or places any material restrictions or
conditions upon Licensee's use of the Trademarks with respect to Products.


(c) Assistance. Licensee agrees to assist GM to the extent reasonably necessary
----------
in the procurement of any protection or to protect any of GM's rights in
and to the Trademarks for Products. To this end, GM may commence or
prosecute, at GM's expense, any claims or suits in its own name, in the
name of Licensee or may join Licensee as a party thereto provided that GM
indemnifies and defends and holds Licensee harmless from any claims, suits
or counterclaims resulting therefrom. Each party shall promptly notify the
other in writing of any material infringement or imitation by others of the
Trademarks on goods the same as or similar to the Products covered by this
License which may come to such party's attention. The parties shall
promptly consult with each other and use their best efforts to agree upon a
course of action to be taken with respect to such infringement, provided,
however, that,


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GM shall have the sole right to determine whether or not it takes any
action on account of any such infringement or imitation. If GM decides not
to take action, Licensee may then take action in its own name and at its
expense and discretion and may join GM as a party to the extent necessary,
provided that Licensee indemnifies and defends and holds GM harmless from
any claims, suits, or counterclaims resulting therefrom.


(d) No Registration. Except as otherwise provided in this Agreement, Licensee
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shall not attempt to register the Trademarks, the term "DELCO", or any
formative thereof, alone or as part of its own trademark, nor shall
Licensee use or attempt to register any marks which are likely to be
confusingly similar to or constitute a colorable ...