Exhibit 10.8
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT ("Agreement") is effective
as of the 4thth day of May, 2007 ("Effective Date") among Kohlberg Kravis
Roberts & Co. L.P. (the "Licensor"), KKR Financial Corp., a corporation
organized under the laws of the State of Maryland ("KKR Financial Corp.") and
KKR Financial Holdings LLC, a limited liability company organized under the laws
of the State of Delaware ("Licensee").
WHEREAS, Licensor is the owner of the service mark, corporate and trade name
"KKR" (the "Mark");
WHEREAS, Licensee is a specialty finance company recently organized pursuant to
a merger whereby KKR Financial Corp. became a subsidiary of Licensee;
WHEREAS, following the merger, Licensee and its subsidiaries will carry on the
activities of KKR Financial Corp. (the "Licensee Business"), which are currently
conducted using the Mark;
WHEREAS, pursuant to that certain amended and restated management agreement
dated as of [•], 2007 between Licensee and KKR Financial Advisors LLC (the
"Management Agreement"), Licensee has engaged KKR Financial Advisors LLC, an
affiliate of Licensor, to act as its manager (in such capacity, the "Manager");
WHEREAS, Licensee desires to use the Mark in connection with the operation of
the Licensee Business, and Licensor is willing to permit Licensee's Subsidiaries
(as defined herein) to use the Mark, subject to the terms and conditions herein;
and
WHEREAS, Licensor, KKR Financial Corp. and Licensee desire to amend and restate
that certain license agreement entered into on August 12, 2004 by Licensor and
KKR Financial Corp. (the "Original Agreement").
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
ARTICLE 1. AMENDMENT AND RESTATEMENT.
THIS AGREEMENT AMENDS AND RESTATES THE
ORIGINAL AGREEMENT IN ITS ENTIRETY.
FROM AND AFTER THE EFFECTIVE DATE, THIS
AGREEMENT SHALL SUPERSEDE THE ORIGINAL AGREEMENT IN ITS ENTIRETY, IT BEING
UNDERSTOOD THAT, AS TO ALL MATTERS ARISING BEFORE THE EFFECTIVE DATE, THE
ORIGINAL AGREEMENT CONTINUES TO GOVERN AND CONTROL.
ARTICLE 2. GRANT OF RIGHTS.
SUBJECT TO THE TERMS AND CONDITIONS HEREIN,
LICENSOR HEREBY GRANTS TO LICENSEE A PAID-UP, ROYALTY-FREE, NON-EXCLUSIVE,
NON-TRANSFERABLE, NON-SUBLICENSABLE (EXCEPT TO THE SUBSIDIARIES) LICENSE FOR
LICENSEE AND THE SUBSIDIARIES TO USE THE MARK DURING THE TERM OF THIS AGREEMENT
IN CONNECTION WITH THE LICENSEE BUSINESS (INCLUDING AS PART OF THEIR RESPECTIVE
NAMES) IN ANY JURISDICTION IN WHICH LICENSEE OR ANY OF THE SUBSIDIARIES ARE
CONDUCTING ANY LICENSEE BUSINESS IN ACCORDANCE WITH ARTICLE 4.
IF AT ANY TIME
HEREAFTER AN ENTITY THAT CONSTITUTES A SUBSIDIARY CEASES TO FALL WITHIN THE
DEFINITION THEREOF, THE LICENSE SHALL TERMINATE, AUTOMATICALLY AND WITHOUT
NOTICE, AS TO SUCH FORMER SUBSIDIARY, BUT SHALL REMAIN IN FULL FORCE AND EFFECT
AS TO LICENSEE AND ALL OTHER SUBSIDIARIES.
THIS LICENSE DOES NOT INCLUDE THE
RIGHT FOR LICENSEE OR THE SUBSIDIARIES TO (W) USE THE MARK STANDING ALONE, (X)
USE ANY VARIATION, DERIVATIVE OR STYLIZATION OF THE MARK OR THE COMPANY NAMES,
(Y)