exv10w3






Exhibit 10.
3




FIRST AMENDMENT TO INTELLECTUAL PROPERTY

SECURITY AGREEMENT




     This First Amendment to Intellectual Property Security Agreement (this “First
Amendment”) is made as of this 24th day of November, 2009 by and among:



     rue21, inc., a Delaware corporation, for itself and as agent (in such capacity, the “Lead
Borrower”) for the other Borrowers from time to time party to the Credit Agreement (as defined
below);



     r services llc, a Virginia limited liability company (the “Guarantor”) (the Lead
Borrower and the Guarantor are hereinafter referred to, individually, as a “Grantor” and,
collectively, as the “Grantors”); and



     BANK OF AMERICA, N.A., as Collateral Agent;



     in consideration of the mutual covenants herein contained and benefits to be derived herefrom.



W I T N E S S E T H:




     WHEREAS, reference is made to that certain Credit Agreement, dated as of April 10, 2008 (as
amended, modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”), by and among (i) the Lead Borrower (as successor by merger to rue21, inc., a
Pennsylvania corporation) and the other Borrowers from time to time party thereto (individually, a
“Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the
Guarantor and the other Guarantors from time to time party thereto (individually, a
“Guarantor” and, collectively, the “Guarantors”), (iii) the Lenders from time to
time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and
(iv) Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C
Issuer; and



     WHEREAS, reference is also hereby made to that certain Intellectual Property Security
Agreement, dated as of April 10, 2008 (as amended, modified, supplemented or restated and in effect
from time to time, the “Intellectual Property Security Agreement”), by and among the Lead
Borrower (as successor by merger to rue21, inc., a Pennsylvania corporation), the Guarantor and the
Collateral Agent; and



     WHEREAS, the Grantors have requested that the Collateral Agent amend the Intellectual Property
Security Agreement; and



     WHEREAS, the Collateral Agent has agreed to amend the Intellectual Property Security Agreement
on the terms and conditions set forth herein.



     NOW, THEREFORE, it is hereby agreed as follows:



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	1.	 	Definitions. All capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the Intellectual Property Security Agreement.






	2.	 	Amendment to Exhibit C. EXHIBIT C to the Intellectual Property Security Agreement is
hereby supplemented to include the United States trademark registrations and trademark
applications listed on EXHIBIT C annexed hereto and made a part hereof.






	3.	 	Ratification of Loan Documents. Except as otherwise expressly provided herein, all
terms and conditions of the Intellectual Property Security Agreement remain in full force and
effect. The Grantors hereby ratify, confirm, and reaffirm that all representations and
warranties of the Grantors contained in the Intellectual Property Security Agreement are true
and correct in all material respects on and as of the date hereof, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they
are true and correct in all material respects as of such earlier date.






	4.	 	Conditions to Effectiveness. This First Amendment shall not be effective until each
of the following conditions precedent has been fulfilled to the reasonable satisfaction of the
Collateral Agent:






	 	(a)	 	The Collateral Agent shall have received counterparts of this First Amendment
duly executed and delivered by each of the parties hereto.
	 
	 	(b)	 	All corporate and shareholder action on the part of the Grantors necessary for
the valid execution, delivery and performance by the Grantors of this First Amendment
shall have been duly and effectively taken and evidence thereof reasonably satisfactory
to the Collateral Agent shall have been provided to the Collateral Agent.
	 
	 	(c)	 	The Grantors shall have paid in full all reasonable costs and expenses of the
Collateral Agent (including, without limitation, reasonable attorneys’ fees) in
connection with the preparation, negotiation, execution and delivery of this First
Amendment and related documents.
	 
	 	(d)	 	After giving effect to this First Amendment, no Default or Event of Default
shall have occurred and be continuing.






	5.	 	Miscellaneous.






	 	(a)	 	This First Amendment may be executed in several counterparts and by each party
on a separate counterpart, each of which when so executed and delivered shall be an
original, and all of which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page to this First Amendment by telecopy or other
electronic transmission shall be effective as delivery of a manually executed
counterpart of this First Amendment.




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	 	(b)	 	This First Amendment expresses the entire understanding of the parties with
respect to the transactions contemplated hereby. No prior negotiations or discussions
shall limit, modify, or otherwise affect the provisions hereof.
	 
	 	(c)	 	Any determination that any provision of this First Amendment or any application
hereof is invalid, illegal or unenforceable in any respect and in any instance shall
not affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions of this
First Amendment.
	 
	 	(d)	 	The Grantors represent and warrant that they have consulted with independent
legal counsel of their selection in connection with this First Amendment and are not
relying on any representations or warranties of the Collateral Agent or its counsel in
entering into this First Amendment.
	 
	 	(e)	 	This First Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.





[SIGNATURE PAGES FOLLOW]




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     IN WITNESS WHEREOF, the parties have hereunto caused this First Amendment to be executed and
their seals to be hereto affixed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	rue21, inc., as a Grantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Keith McDonough	 	 
	 

	 	Name:
	 	 

Keith McDonough
	 	 
	 

	 	Title:
	 	Senior Vice President, Chief
Financial Officer
and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	r services llc, as a Grantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Keith McDonough	 	 
	 

	 	Name:
	 	 

Keith McDonough
	 	 
	 

	 	Title:
	 	Director and President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ RICHARD D. HILL, JR.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	RICHARD D. HILL, JR.	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to First Amendment to Intellectual Property Security Agreement





 









 








Exhibit C






Exhibit C to First Amendment to Intellectual Property Security Agreement





 











 





Exhibit C (Supplement)



List of Trademarks and Trademark Licenses




Trademark Registrations




	 	 	 	 	 	 	 	 	 
	Registered Owner of	 	 	 	 	 	 	 	 
	Trademark or	 	Trademark or	 	 	 	RegVApp.	 	Reg./App
	Servicemark	 	Servicemark	 	Country	 	Number	 	Date
	rue 21, inc.
	 	MÉTRO RUE21
	 	US
	 	AN 77/6 17851
	 	AD 11/19/08
	rue 21, inc.
	 	MÉTRO 

BLACK RUE21
	 	US
	 	AN 77/717972
	 	AD 4/20/09
	rue 21, inc.
	 	MÉTRO 

BLACK BY RUE21
	 	US
	 	AN 77/669893
	 	AD 2/13/09
	rue 21, inc.
	 	PINK ICE RUE21
	 	US
	 	RN 3648607
	 	RD 6/30/09
	rue 21, inc.
	 	TWENTYONE BLACK
	 	US
	 	AN 76/605499
	 	RD 10/31/08
	rue 21, inc.
	 	RUE KICKS
	 	US
	 	AN 77/8 11 622
	 	AD 8/24/09





Trademark Licenses



None




Exhibit to Intellectual Property Security Agreement