EXHIBIT 10.60
AMENDMENT NO. 1
TO
TRADEMARK AGREEMENT
AMENDMENT NO. 1 TO TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY
AGREEMENT made as of this 1st day of June, 1997 (this "Amendment"), by FARAH
INCORPORATED, a Texas corporation ("Debtor"), with its principal place of
business at 0000 Xxxxxxx Xxxx, Xx Xxxx, Xxxxx 00000 to and in favor of CONGRESS
FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation ("Secured Party"), having
an office at 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000.
W I T N E S S E T H
WHEREAS, Debtor has adopted, used and is using, and is the owner of the
entire right, title and interest in and to the trademarks, trade names, terms,
designs and applications therefor described in Exhibit A to that certain
Trademark Collateral Assignment and Security Agreement dated as of August 2,
1990, between Secured Party and Debtor annexed thereto and made a part thereof
(the "Security Agreement"); and
WHEREAS, Secured Party and Debtor contemporaneously therewith entered
into financing arrangements pursuant to which Secured Party has made and may
continue to make loans and advances and provide other financial accommodations
to Debtor as set forth in the Accounts Financing Agreement [Security Agreement],
dated August 2, 1990, by and between Secured Party and Debtor and all
agreements, documents and instruments executed and/or delivered in connection
therewith or related thereto (all of the foregoing as the same may have been
amended, modified, supplemented, extended, renewed, restated or replaced prior
to the date hereof, being collectively referred to herein as the "Original
Financing Agreements"); and
WHEREAS, certain of the Original Financing Agreements are being amended
and/or restated or confirmed as of the date hereof (as so amended and/or
restated or confirmed, such agreements and all agreements, documents and
instruments that now exist or at any time hereafter may be executed and/or
delivered in connection therewith or are related thereto, as the same may have
been or may be amended, modified, supplemented, extended, renewed, restated,
replaced or confirmed are called the "Financing Agreements"); and
WHEREAS, in order to induce Secured Party to enter into the Financing
Agreements and make loans and advances and provide other financial
accommodations to Debtor pursuant thereto, Debtor desires to confirm its grant
to Secured Party of certain collateral security as set forth in the Security
Agreement and to supplement such Security Agreement by adding Exhibit A to this
Amendment to the Security Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor hereby agrees as follows:
1. Definitions. All capitalized terms used herein shall have the
meaning assigned thereto in the other Financing Agreements, unless otherwise
defined herein.
2. Amendment and Supplement to Exhibit A. Exhibit A to the
Security Agreement is hereby amended and supplemented by adding thereto Exhibit
A hereto (the "Exhibit A Supplement"), as if the Exhibit Supplement were set
forth and incorporated in Exhibit A to such Security Agreement and made an
integral part thereof. All references in the Security Agreement to Exhibit A
shall include the Exhibit A Supplement, as of the date hereof.
3. General Representations, Warranties and Covenants. In addition
to the continuing representations, warranties and covenants heretofore or
hereafter made by Borrowers and Guarantors to Secured Party pursuant to the
Financing Agreements, Debtor hereby represents, warrants and covenants with and
to Secured Party as follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) No Event of Default exists on the date of this
Amendment;
(b) This Amendment has been duly executed and delivered by
Debtor and is in full force and effect as of the date hereof, and the agreements
and obligations of Borrowers and Guarantors contained herein constitute legal,
valid and binding obligations of Debtor enforceable against Debtor in accordance
with their respective terms; and
(c) There is no lien, encumbrance, charge or security interest
in the Trademarks set forth in the Exhibit A Supplement other than the lien of
the Security Agreement.
4. Conditions Precedent. The effectiveness of the other terms and
conditions contained herein against Lender shall be subject to the satisfaction
of each of the following:
(a) receipt by Secured Party of each of the following, in
form and substance satisfactory to Secured Party and its counsel:
(i) an original of this Amendment, duly authorized,
executed and delivered by Debtor; and
(ii) such agreements from participants as may be
required to effectuate the terms and provisions of this Amendment; and
(b) all representations and warranties contained herein,
in the Accounts Agreement and in the other Financing Agreements shall be true
and correct in all respects; and
(c) no Event of Default shall have occurred and no event shall
have occurred or condition be existing which, with notice or passage of time or
both, would constitute an Event of Default.
5. General.
(a) The parties hereto acknowledge, confirm, and agree that
the failure of any of Borrowers or any of Guarantors to comply with the
covenants, conditions and agreements contained herein or in any other agreement,
document or instrument by any of such parties at any time executed in connection
herewith shall constitute an Event of Default under the Financing Agreements.
(b) Except as modified pursuant hereto and pursuant to all
Financing Agreements as amended and restated or confirmed as of the date hereof,
no other changes to the Financing Agreements are intended or implied and in all
other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent of conflict between the terms of this Agreement and other Financing
Agreements with respect to the subject matter hereof, the terms of this
Agreement shall control as to the subject matter hereof.
(c) The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written.
FARAH INCORPORATED
By: /s/ Xxxxxxx X.
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
CONGRESS FINANCIAL CORPORATION (SOUTHWEST)
By: /s/ Xxxx Xxxxxxx, Xx.
Title: Vice President
STATE OF TEXAS )
) SS.:
COUNTY OF EL PASO )
The foregoing instrument was acknowledged before me this 1st day of June,
1997, as Xxxxxxx X. Xxxxxx of FARAH INCORPORATED, a Texas corporation, on
behalf of each of said corporation.
/s/ Xxxx X. Xxxxxxxx
Notary Public, State of Texas
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS )
The foregoing instrument was acknowledged before me this 1st day of
June, 1997, by Xxxx Xxxxxxx, Xx. , as Vice President
of CONGRESS FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation, on behalf of
said corporation.
/s/ Xxxxx Xxxxxxxxxxx
Notary Public, State of Texas
