Exhibit 10.49
TRADEMARK SECURITY AGREEMENT
(Antigua)
THIS TRADEMARK SECURITY AGREEMENT is made and entered into as of the
7th day of May, 1997, by THE ANTIGUA GROUP, INC., a Nevada corporation
(hereinafter called "Debtor"), whose chief executive office is located at 0000
Xxxxx 00xx Xxx, Xxxxxxxxxx, Xxxxxxx, in favor of XXXXXX X. XXXXXX, XX., as agent
for Sellers (defined below), and his heirs, personal representatives, successors
and assigns (hereinafter called "Secured Party"), whose address is 12401 Xxxx
Xxxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000.
RECITALS
A. Debtor has adopted, used and is using, or has a bona fide intent to
use, the trademarks, trade names, trade dress and service marks listed on the
attached Exhibit A, which trademarks, trade names, trade dress and service marks
are registered, or the subject of pending applications for registration, in the
United States Patent and Trademark Office, and all renewals thereof (the
"Trademarks");
B. The parties identified on Schedule 1 hereto (the "Sellers"),
Southhampton Enterprises Corp., a British Columbia corporation ("SEC") and
Southhampton Enterprises Inc., a Texas corporation ("SEI") have entered into a
Stock Purchase Agreement dated April 21, 1997 (the "Stock Purchase Agreement"),
which provides for the purchase by SEI from Sellers of all of the issued and
outstanding common stock of Debtor.
C. Secured Party has agreed to provide certain financing to SEC in
connection with the Stock Purchase Agreement, provided that Secured Party
receives, among other things, a security interest in the Trademarks and certain
related rights and interests.
D. Debtor has executed and delivered to Secured Party a Security
Agreement, of even date herewith (the "Security Agreement"), in which Debtor has
granted to Secured Party a security interest in all right, title and interest of
Debtor in and to, among other things, the Trademarks, together with all prints,
labels and materials on which said Trademarks have appeared or appear and all
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, the entire goodwill of the business in connection with
which the Trademarks are used, all claims for damages by reason of past
infringement of the Trademarks with the right to xxx for and collect the same,
and together with all license rights in the foregoing and all royalties for such
licenses (collectively, the "Trademark Rights"), to secure the payment,
performance and observance of the indebtedness and obligations described and
defined in the Security Agreement as the "Obligation."
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor hereby covenants and agrees
with Secured Party as follows:
1. Debtor hereby grants to Lender a security interest in, and
mortgage on, all right, title and interest of Debtor in and to the Trademarks
and the Trademark Rights (collectively, the "Collateral"), to secure the prompt
payment, performance and observance of the Obligation, as defined in the
Security Agreement, said security interest to flow with the title to the
Collateral.
2. Debtor hereby acknowledges and affirms that the rights and
remedies of Lender with respect to the security interest in the Collateral made
and granted hereby are more fully set forth
in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.
3. Secured Party's security interest in the Collateral is
subject to certain prior security interests as provided in the Security
Agreement.
4. Nothing in this document shall limit the rights,
obligations and/or remedies of the parties as set forth in the Security
Agreement or in the other documents and instruments evidencing and securing the
Obligation.
IN WITNESS WHEREOF, Debtor has caused this document to be duly executed
by its officer thereunto duly authorized as of the 7th day of May, 1997.
THE ANTIGUA GROUP, INC., a Nevada
corporation
By /s/ Xxxxxx X. Xxxxxxx
Its VP - Finance
DEBTOR
Debtor's Address: 0000 Xxxxx 00xx Xxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxx, Xx.
XXXXXX X. XXXXXX, XX., as agent for Sellers
SECURED PARTY
Secured Party's Address:
00000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
-2-
SCHEDULE 1
Sellers
-------
Xxxxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxx, Trustees under the Xxxxxx X.
Xxxxxx and Xxxx Xxxxxx Revocable Trust of 1988, dated 10/4/88
Xxxxxx X. Xxxxxx as Custodian Under the Uniform Gifts to Minors Act fbo
Xxx X. Xxxxxx
Xxxxxx X. Xxxxxx as Custodian Under the Uniform Gifts to Minors Act fbo
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxx, Trustees under the Xxxxxx X.
Xxxxxx and Xxxx Xxxxxx Revocable Trust of 1988, dated 10/4/88
E. Xxxxx Xxxxxx, Xx. Trustee, E. Xxxxx Xxxxxx, Xx. Revocable Intervivos
Trust dated December 31, 1982
Xxxxx X. Xxxxxx, Trustee under the 1989 Trust Agreement established
separate irrevocable Gift Trusts f/b/o the children of Xxxxxx and Xxxx
Xxxxxx dated March 7, 1989
Page 1 of 1
EXHIBIT A
to
Trademark Security Agreement
Trademarks
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Docket No. Trademark Registration/S.N. Information
397-T-1 ANTIGUA U.S. Reg. No. 1,242,152, 6/14/83
Section 8 & 15 Affidavit filed 1/4/89
496-T-3 ANTIGUA U.S. Reg. No. 1,480,871, 3/15/88
Section 8 & 15 Affidavit filed 2/28/94
496-T-4 KACHINA DESIGN LOGO U.S. Reg. No. 1,561,053, 10/17/89
Section 8 and 15 Affidavit filed
10/17/94
496-T-7 ANTECH U.S. Reg. No. 1,683,030, 4/14/92
496-T-8 AII APPAREL U.S. Reg. No. 1,809,289, 12/7/93
496-T-11 ANTIGUA SPORT AND DESIGN LOGO U.S. Reg. No. 1,940,578 12/12/95
496-T-12 WHEN THE SPORT IS EVERYTHING U.S. Application S.N. 74/528,972
filed 5/24/94
Trade Name: The Antigua Group, Inc.
Exhibit A
Page 1