CLASS 4 SECURITY AGREEMENT AND MORTGAGE
- TRADEMARKS AND PATENTS
AGREEMENT (this "Agreement"), dated as of May 12, 1997, between Andover
Togs, Inc., a Delaware corporation ("Debtor"), having an office at 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and X.X. XXXXXXX & ASSOCIATES, INC., as
Collateral Trustee (as defined in the Plan described below and referred to
herein as "Secured Party") for the benefit of the holders of Allowed General
Unsecured Claims (as defined in the Plan).
W I T N E S S E T H:
WHEREAS, Debtor has adopted the terms and designs described in Schedule A
annexed hereto and made a part hereof;
WHEREAS, Debtor is the owner and holder of the patents described in Schedule
B annexed hereto and made a part hereof;
WHEREAS, pursuant to and in accordance with the terms of the Joint Plan of
Reorganization of Andover Togs, Inc., Debtor, Springdale Fashions, Inc., Debtor,
Tortoni Manufacturing Corp., Debtor, and Stonehenge Financial Corp., Debtor,
which was confirmed by the United States Bankruptcy Court for the Southern
District of New York on April 10, 1997 (as from time to time amended, the
"Plan"), Andover Togs, Inc. has executed and delivered in favor of the
Collateral Trustee, for the benefit of the holders of the Allowed General
Unsecured Claims, the Class 4 Note (as defined in the Plan);
WHEREAS, pursuant to and in accordance with the terms of the Plan, the Debtor
has agreed to grant to the Collateral Trustee, for the benefit of the holders of
the Allowed General Unsecured Claims, as security for the Class 4 Note and the
other Obligations (as hereinafter defined), a second priority security interest
in all personal property of the Debtor constituting Collateral (as hereinafter
defined); and
WHEREAS, Debtor (together with the other Debtors), and the Collateral Trustee
have entered into a Note and Collateral Trust Agreement, dated as of the date
hereof, (as amended, supplemented or modified from time to time, the "Note
Agreement") pursuant to which the Collateral Trustee administer the Collateral
for the benefit of the holders of Allowed General Unsecured Claims;
NOW THEREFORE, IT IS AGREED that in consideration of the premises, and for
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, as collateral security for the full and prompt payment and
performance of the Class 4 Note and the other Obligations, Debtor does hereby
mortgage to and pledge with the Secured Party and grant to the Secured Party a
security interest in, all of its right, title and interest in and to (i) each of
the Trademarks (as hereinafter defined), and the goodwill of the business
symbolized by each of the Trademarks, all customer lists and other records of
Debtor relating to the distribution of products bearing the Trademarks and each
of the registrations described in Schedule A; (ii) each of the Patents (as
hereinafter defined) and each of the registrations described in Schedule B
hereto; and (iii) any and all proceeds of the foregoing, including without
limitation, any claims by Debtor against third parties for infringement of the
Trademarks or the Patents (collectively, the "Collateral");
1. Terms defined in the Note Agreement and not otherwise defined herein,
shall have the meaning set forth in the Note Agreement. As used in this
Agreement, unless the context otherwise requires:
"Patents" shall mean (i) all letters patent of the United States or any
other country, all right, title and interest therein and thereto, and all
registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, all
whether now owned or hereafter acquired by Debtor, including, but not limited
to, those described in Schedule B annexed hereto and made a part hereof, and
(ii) all reissues, continuations, continuations-in-part, extensions or divisions
thereof and all licenses thereof.
"Trademarks" shall mean (i) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other sources of business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all right,
title and interest therein and thereto, and all registrations and recordings
thereof, including, without limitation, applications, registrations and
recordings in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof, or any other country
or any political subdivision thereof, all whether
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now owned or hereafter acquired by Debtor, including, but not limited to, those
described in Schedule A annexed hereto and made a part hereof, and (ii) all
reissues, extensions or renewals thereof and all licenses thereof.
2. Debtor hereby represents, warrants, covenants and agrees as follows:
(a) Debtor has the sole, full and clear title to the registered U.S.
Trademarks for the goods and services covered by the registrations thereof and
such registrations are valid and subsisting and in full force and effect.
(b) Debtor will perform all acts and execute all documents, including,
without limitation, assignments for security in form suitable for filing with
the United States Patent and Trademark Office, substantially in the forms of
Exhibits 1 and 2 hereof, respectively, requested by the Secured Party at any
time to evidence, perfect, maintain, record and enforce the Secured Party's
interest in the Collateral or otherwise in furtherance of the provisions of this
Agreement, and Debtor hereby authorizes the Secured Party to execute and file
one or more financing statements (and similar documents) or copies thereof or of
this Security Agreement with respect to the Collateral signed only by the
Secured Party.
(c) Except to the extent that (i) the Secured Party, upon prior written
notice of Debtor, shall consent, or (ii) Debtor shall not have used a Trademark
within the previous twelve months, Debtor (either itself or through licensees)
will continue to maintain the Trademarks on each and every trademark class of
goods applicable to its current line as reflected in its current catalogs,
brochures and price lists in order to maintain the Trademarks in full force free
from any claim of abandonment for nonuse and Debtor will not (and will not
permit any licensee thereof to) do any act or knowingly omit to do any act
whereby any Trademark may become invalidated.
(d) Debtor has the sole, full and clear title to each of the Patents shown
on Schedule B hereto and the registrations thereof are valid and subsisting and
in full force and effect. None of the Patents has been abandoned or dedicated,
and, except to the extent that the Secured Party, upon prior written notice by
Debtor, shall consent, Debtor will not do any act, or omit to do any act,
whereby the Patents may become abandoned or dedicated and shall notify the
Secured Party immediately if it knows of any reason or has reason to know that
any application or registration may become abandoned or dedicated.
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(e) Debtor will promptly pay the Secured Party for any and all sums,
costs, and expenses which the Secured Party may pay or incur pursuant to the
provisions of this Agreement or in enforcing the Obligations, the Collateral or
the security interest granted hereunder, including, but not limited to, all
filing or recording fees, court costs, collection charges, travel, and
reasonable attorneys' fees, all of which together with interest at the highest
rate then payable on the Obligations shall be part of the Obligations and be
payable on demand.
(f) In no event shall Debtor, either itself or through any agent,
employee, licensee or designee, (i) file an application for the registration of
any Patent or Trademark with the United States Patent and Trademark Office or
any similar office or agency of the United States, any State thereof, any other
country or any political subdivision thereof or (ii) file any assignment of any
patent or trademark, which Debtor may acquire from a third party, with the
United States Patent and Trademark Office or any similar office or agency of the
United States, any State thereof, any other country or any political subdivision
thereof, unless Debtor shall, on or prior to the date of such filing, notify the
Secured Party thereof, and, upon request of the Secured Party, execute and
deliver any and all assignments, agreements, instruments, documents and papers
as the Secured Party may request to evidence the Secured Party's interest in
such Patent or Trademark and the goodwill and general intangibles of Debtor
relating thereto or represented thereby, and Debtor hereby constitutes the
Secured Party its attorney-in-fact to execute and file all such writings for the
foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power being coupled with an interest is irrevocable until the
Obligations are paid in full.
(g) Debtor has the right and power to make the assignment and to grant the
security interest herein granted; and, except for the prior security interest of
the Agent herein, the Collateral is not now, and at all times hereafter will not
be, subject to any liens, mortgages, assignments, security interests or
encumbrances of any nature whatsoever, except in favor of the Secured Party, and
to the best knowledge of Debtor none of the Collateral is subject to any claim.
(h) Except to the extent that Secured Party, upon prior written notice
from Debtor, shall consent, Debtor will not assign, sell, mortgage, lease,
transfer, pledge, hypothecate, grant a security interest in or lien upon,
encumber, grant an exclusive or non-exclusive license, or otherwise dispose of
any of the Collateral, except to the Agent, and nothing in this
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Agreement shall be deemed a consent by the Secured Party to any such action
except as expressly permitted herein.
(i) As of the date hereof neither Debtor nor any affiliate or subsidiary
thereof owns any Patents or Trademarks or has any Patents or Trademarks
registered in, or the subject of pending applications in, the United States
Patent and Trademark Office or any similar office or agency of the United
States, any State thereof, any other country or any political subdivision
thereof, other than those described in Schedules A and B hereto.
(j) Debtor will take all necessary steps in any proceeding before the
United States Patent and Trademark Office or any similar office or agency of the
United States, any State thereof, any other country or any political subdivision
thereof, to maintain each application and registration of the Trademarks and
Patents, including, without limitation, filing of renewals, affidavits of use,
affidavits of incontestability and opposition, interference and cancellation
proceedings (except to the extent that dedication, abandonment or invalidation
is permitted under paragraphs 2(c) and 2(d) hereof).
(k) Debtor assumes all responsibility and liability arising from the use
of the Trademarks, and Debtor hereby indemnifies and holds Secured Party
harmless from and against any claim, suit, loss, damage or expense (including
reasonable attorneys' fees) arising out of any alleged defect in any product
manufactured, promoted or sold by Debtor (or any affiliate or subsidiary
thereof) in connection with any Trademark or out of the manufacture, promotion,
labeling, sale or advertisement of any such product by Debtor (or any affiliate
or subsidiary thereof). Debtor agrees that Secured Party does not assume, and
shall have no responsibility for, the payment of any sums due or to become due
under any agreement or contract included in the Collateral or the performance of
any obligations to be performed under or with respect to any such agreement or
contract by Debtor, and Debtor hereby agrees to indemnify and hold the Secured
Party harmless with respect to any and all claims by any person relating
thereto.
(l) Secured Party may, in its sole discretion, pay any amount or do any
act required of Debtor hereunder or requested by Secured Party to preserve,
defend, protect, maintain, record or enforce Debtor's obligations contained
herein, the Obligations, the Collateral, or the right, title and interest
granted Secured Party herein, and which Debtor fails to do or pay, and any such
payment shall be deemed an advance by Secured Party to Debtor and
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shall be payable on demand together with interest at the highest rate then
payable on the Obligations.
(m) Debtor agrees that if it, or any affiliate or subsidiary thereof,
learns of any use by any person of any term or design likely to cause confusion
with any Trademark, it shall promptly notify Secured Party of such use and, if
requested by Secured Party, shall join with Secured Party, at its expense, in
such action as Secured Party, in its reasonable discretion, may deem advisable
for the protection of Secured Party's interest in and to such Trademarks.
(n) All licenses of its Trademarks and Patents which Debtor has granted to
third parties are set forth in Schedule C hereto.
3. Upon the occurrence of an Event of Default, in addition to all other
rights and remedies of the Secured Party, whether under law, the Class 4
Documents or otherwise, all such rights and remedies being cumulative, not
exclusive and enforceable alternatively, successively or concurrently, without
(except as provided herein) notice to, or consent by, Debtor, the Secured Party
shall have the following rights and remedies: (a) Debtor shall not make any
further use of the Patents or the Trademarks or any xxxx similar thereto for any
purpose; (b) the Secured Party may, at any time and from time to time, upon 10
days' prior notice to Debtor, license, whether general, special or otherwise,
and whether on an exclusive or nonexclusive basis, any of the Patents or
Trademarks, throughout the world for such term or terms, on such conditions, and
in such manner, as the Secured Party shall in its sole discretion determine; (c)
the Secured Party may (without assuming any obligations or liability
thereunder), at any time, enforce (and shall have the exclusive right to
enforce) against any licensee or sublicensee all rights and remedies of Debtor
in, to and under any one or more license agreements with respect to the
Collateral, and take or refrain from taking any action under any thereof, and
Debtor hereby releases the Secured Party from, and agrees to hold the Secured
Party free and harmless from and against any claims arising out of, any action
taken or omitted to be taken with respect to any such license agreement; (d) the
Secured Party may, at any time and from time to time, upon 10 days' prior notice
to Debtor, assign, sell, or otherwise dispose of, the Collateral or any of it,
either with or without special or other conditions or stipulations, with power
to buy the Collateral or any part of it, and with power also to execute
assurances, and do all other acts and things for completing the assignment, sale
or disposition which the Secured Party shall, in its sole discretion, deem
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appropriate or proper; and (e) in addition to the foregoing, in order to
implement the assignment, sale or other disposal of any of the Collateral
pursuant to subparagraph 3(d) hereof, the Secured Party may, at any time,
pursuant to the authority granted in the Powers of Attorney described in
paragraph 4 hereof (such authority becoming effective on the occurrence or
continuation as hereinabove provided of an Event of Default), execute and
deliver on behalf of Debtor, one or more instruments of assignment of the
Patents or Trademarks (or any application or registration thereof), in form
suitable for filing, recording or registration in any country. Debtor agrees to
pay when due all reasonable costs incurred in any such transfer of the Patents
or Trademarks, including any taxes, fees and reasonable attorneys' fees, and all
such costs shall be added to the Obligations. The Secured Party may apply the
proceeds actually received from any such license, assignment, sale or other
disposition to the reasonable costs and expenses thereof, including, without
limitation, reasonable attorneys' fees and all legal, travel and other expenses
which may be incurred by the Secured Party, and then to the Obligations, in such
order as to principal or interest as the Secured Party may desire; and Debtor
shall remain liable and will pay the Secured Party on demand any deficiency
remaining, together with interest thereon at a rate equal to the highest rate
then payable on the Obligations and the balance of any expenses unpaid. Nothing
herein contained shall be construed as requiring the Secured Party to take any
such action at any time. In the event of any such license, assignment, sale or
other disposition of the Collateral, or any of it, after the occurrence or
continuation as hereinabove provided of an Event of Default, Debtor shall supply
its know-how and expertise relating to the manufacture and sale of the products
bearing or in connection with the Trademarks or Patents, and its customer lists
and other records relating to the Trademarks or Patents and to the distribution
of said products, to the Secured Party or its designee.
The proceeds of any sale of Collateral, as well as any Collateral
consisting of cash, shall be applied by the Secured Party as follows:
FIRST, to the payment of all reasonable costs and expenses incurred by the
Secured Party in connection with such sale or otherwise in connection with this
Agreement or any of the Obligations, including, but not limited to, all court
costs and the reasonable fees and expenses of its agents and legal counsel, the
repayment of all advances made by the Secured Party hereunder on behalf of the
Debtor and any other reasonable costs or expenses incurred in connection with
the exercise of any right or remedy hereunder;
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SECOND, to the payment in full of unpaid interest on the Class 4 Note;
THIRD, to the payment in full of unpaid principal on the Class 4 Note;
FOURTH, to the payment in full of all Obligations (other than those
referred to above) owed to the Collateral Trustee; and
FIFTH, to the Debtor, its successors or assigns, or as a court of
competent jurisdiction may otherwise direct.
4. Concurrently with the execution and delivery hereof, Debtor is
executing and delivering to the Secured Party, in the form of Exhibit 3 hereto,
five originals of a Power of Attorney for the implementation of the assignment,
sale or other disposal of the Trademarks and Patents pursuant to paragraphs 3(d)
and (e) hereof and Debtor hereby releases the Secured Party from any claims,
causes of action and demands at any time arising out of or with respect to any
actions taken or omitted to be taken by the Secured Party under the powers of
attorney granted herein, other than actions taken or omitted to be taken through
the gross negligence or willful misconduct of the Secured Party.
5. No provision hereof shall be modified, altered or limited except by a
written instrument expressly referring to this Agreement and executed by the
party to be charged. The execution and delivery of this Agreement has been
authorized by the Board of Directors of Debtor and by any necessary vote or
consent of stockholders thereof. This Agreement shall be binding upon the
successors, assigns or other legal representatives of Debtor, and shall,
together with the rights and remedies of the Secured Party hereunder, inure to
the benefit of the Secured Party, its successors, assigns or other legal
representatives. THIS AGREEMENT, THE OBLIGATIONS AND THE COLLATERAL SHALL BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE UNITED STATES AND THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF. Debtor hereby submits to the nonexclusive jurisdiction of the Supreme
Court of the State of New York and the federal courts of the United States of
America located in such State in any action or proceeding arising under this
Agreement. If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall in no way be
affected thereby.
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IN WITNESS WHEREOF, Debtor and the Secured Party have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
ANDOVER TOGS, INC.,
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Title: President
X.X. XXXXXXX & ASSOCIATES, INC.,
as Collateral Trustee
By: /s/ Xxxx Xxxxxxxxx
------------------------------
Title: V P
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Schedule A to Security Agreement
TRADEMARKS
I. Registrations
Title Registration Date Registration No.
----- ----------------- ----------------
American Expressions 09/15/87 1,457,541
American Gold and
Design 10/09/84 1,200,725
American Style Force 04/21/87 1,437,373
Animal Pals 01/21/86 1,379,252
Any Moment 04/12/84 1,830,833
Any Moment 07/30/91 1,652,757
Baby Beepers 09/02/93 1,909,342
Beepers 09/02/93 1,893,663
Big Al 11/17/87 1,465,577
Bragabouts 05/12/87 1,439,259
Bronx Garage 02/04/87 1,430,312
Brooklyn Export Co. 02/25/86 1,384,402
Crepe Xxxxxxx 03/05/91 1,765,289
Dobie and Design 04/04/89 1,533,189
Flip Overs 05/09/89 1,538,267
Get Togethers 12/19/89 1,572,004
Title Registration Date Registration No.
----- ----------------- ----------------
Have (Universal
Prohibition Sign)
Fear 12/15/89 1,569,586
Have a Heart 02/11/86 1,382,447
Hey Kids 07/04/89 1,546,515
Hook & Ladder 02/11/86 1,382,446
Hot Pursuit and Design 09/29/81 1,171,402
Kid America and Design 07/16/85 1,349,497
Nu Art 07/02/85 1,346,311
Outburst 04/10/90 1,531,024
Starting Gate 02/17/87 1,429,345
Style Force 08/28/86 1,415,075
Supertex 2000 12/01/87 1,467,461
Sweet Knits 12/21/83 1,813,000
Sweet Knits 09/29/92 1,721,121
Tortoni 02/11/86 1,382,448
U.S. Style Force 08/19/86 1,405,910
2
II. Pending Applications
Title Filing Date Application No.
----- ----------- ---------------
None
3
Schedule B to Security Agreement
PATENTS
I. Registrations
Title Date Issued Patent No.
----- ----------- ----------
NONE.
II. Pending Applications
Title Date Filed Application No.
----- ---------- ---------------
NONE.
4
Schedule C to Security Agreement
LICENSES
NONE.
5
Exhibit 1 to
Security Agreement
ASSIGNMENT FOR SECURITY
(PATENTS)
WHEREAS, Andover Togs, Inc., a Delaware corporation (herein referred to as
"Assignor"), owns the letters patent, and/or applications for letters patent, of
the United States, more particularly described on Schedule 1-A annexed hereto as
part hereof (the "Patents");
WHEREAS, Assignor is obligated to X.X. Xxxxxxx & Associates, Inc., as
Collateral Trustee (as defined in the Plan described below and referred to
herein as the "Assignee") for the benefit of the holders of Allowed General
Unsecured Claims (as defined in the Plan);
WHEREAS, pursuant to and in accordance with the terms of the Joint Plan of
Reorganization of Andover Togs, Inc., Debtor, Springdale Fashions, Inc., Debtor,
Tortoni Manufacturing Corp., Debtor and Stonehenge Financial Corp., Debtor,
which was confirmed by the United States Bankruptcy Court for the Southern
District of New York on April 10, 1997 (as from time to time amended the "Plan")
Assignor has entered into a Security Agreement and Mortgage-Trademarks and
Patents dated the date hereof (the "Agreement") in favor of Assignee; and
WHEREAS, pursuant to the Agreement, Assignor has assigned to Assignee, and
granted to Assignee a security interest in, and mortgage on, all right, title
and interest of Assignor in and to the Patents, together with any reissue,
continuation, continuation-in-part or extension thereof, and all proceeds
thereof, including, without limitation, any and all causes of action which may
exist by reason of infringement thereof for the full term of the Patents (the
"Collateral"), to secure the prompt payment, performance and observance of the
Obligations, as defined in the Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Assignor does hereby further assign unto Assignee and grant
to Assignee a security interest in, and mortgage on, the Collateral to secure
the prompt payment, performance and observance of the Obligations.
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Assignor does hereby further acknowledge and affirm that the rights and
remedies of Assignee with respect to the assignment of, security interest in and
mortgage on the Collateral made and granted hereby are more fully set forth in
the Agreement, the terms and provisions of which are hereby incorporated herein
by reference as if fully set forth herein.
Assignee's address is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly
executed by its officer thereunto duly authorized as of the ____ day of May,
1997.
ANDOVER TOGS, INC.
By:
--------------------------------
Title:
-----------------------------
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SCHEDULE 1-A TO ASSIGNMENT FOR SECURITY
PATENTS
I. Registrations
Title Date Issued Patent No.
----- ----------- ----------
II. Pending Applications
Title Date Filed Application No.
----- ---------- ---------------
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Exhibit 2 to
Security Agreement
ASSIGNMENT FOR SECURITY
(TRADEMARKS)
WHEREAS, Andover Togs, Inc., a Delaware corporation (herein referred to as
"Assignor"), owns the letters patent, and/or applications for letters patent, of
the United States, more particularly described on Schedule 1-A annexed hereto as
part hereof (the "Patents");
WHEREAS, Assignor is obligated to X.X. Xxxxxxx & Associates, Inc., as
Collateral Trustee (as defined in the Plan described below and referred to
herein as the "Assignee") for the benefit of the holders of Allowed General
Unsecured Claims (as defined in the Plan);
WHEREAS, pursuant to and in accordance with the terms of the Joint Plan of
Reorganization of Andover Togs, Inc., Debtor, Springdale Fashions, Inc., Debtor,
Tortoni Manufacturing Corp., Debtor and Stonehenge Financial Corp., Debtor,
which was confirmed by the United States Bankruptcy Court for the Southern
District of New York on April 10, 1997 (as from time to time amended, the
"Plan"), Assignor has entered into a Security Agreement and Mortgage-Trademarks
and Patents dated the date hereof (the "Agreement") in favor of Assignee; and
WHEREAS, pursuant to the Agreement, Assignor has assigned to Assignee, and
granted to Assignee a security interest in, and mortgage on, all right, title
and interest of Assignor in and to the Trademarks, together with the goodwill of
the business symbolized by the Trademarks and the applications therefor and
registrations thereof, and all proceeds thereof, including, without limitation,
any and all causes of action which may exist by reason of infringement thereof
(the "Collateral"), to secure the prompt payment, performance and observance of
the Obligations, as defined in the Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Assignor does hereby further assign unto Assignee and grant
to Assignee a security interest in, and mortgage on, the Collateral to secure
the prompt payment, performance and observance of the Obligations.
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Assignor does hereby further acknowledge and affirm that the rights and
remedies of Assignee with respect to the assignment of, security interest in and
mortgage on the goodwill of the business symbolized by the Trademarks and the
applications and reregistrations thereof. Collateral made and granted hereby are
more fully set forth in the Agreement, the terms and provisions of which are
hereby incorporated herein by reference as if fully set forth herein.
Assignee's address is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly
executed by its officer thereunto duly authorized as of the ____ day of May,
1997.
ANDOVER TOGS, INC.
By:
-----------------------------
Title:
---------------------------
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SCHEDULE 2-A TO ASSIGNMENT FOR SECURITY
TRADEMARKS
I. Registrations
Trademark Reg. Date Reg. No.
--------- --------- --------
II. Pending Applications
Trademark Filing Date Application No.
--------- ----------- ---------------
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Exhibit 3 to
Security Agreement
SPECIAL POWER OF ATTORNEY
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, THAT Springdale Fashions, Inc., a Delaware
corporation (hereinafter called "Assignor"), hereby appoints and constitutes
X.X. Xxxxxxx & Associates, Inc., as Collateral Trustee (as defined in the Plan
described below and referred to herein as the "Assignee") for the benefit of the
holders of Allowed General Unsecured Claims (as defined in the Plan), its true
and lawful attorney, with full power of substitution, and with full power and
authority to perform the following acts on behalf of Assignor:
1. For the purpose of assigning, selling, licensing or otherwise
disposing of all right, title and interest of Assignor in and to any
letters patent of the United States or any other country or political
subdivision thereof, and all registrations, recordings, reissues,
continuations, continuations-in-part and extensions thereof, and all
pending applications therefor, and for the purpose of the recording,
registering and filing of, or accomplishing any other formality with
respect to, the foregoing, to execute and deliver any and all agreements,
documents, instruments of assignment or other papers necessary or
advisable to effect such purpose;
2. For the purpose of assigning, selling, licensing or otherwise
disposing of all right, title and interest of Assignor in and to any
trademarks, trade names, trade styles and service marks, and all
registrations, recordings, reissues, extensions and renewals thereof, and
all pending applications therefor, and for the purpose of the recording,
registering and filing of, or accomplishing any other
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formality with respect to, the foregoing, to execute and deliver any and
all agreements, documents, instruments of assignment or other papers
necessary or advisable to effect such purpose;
3. To execute any and all documents, statements, certificates or
other papers necessary or advisable in order to obtain the purposes
described above as Assignee may in its sole discretion determine.
This power of attorney is made pursuant to a Security Agreement and
Mortgage - Trademarks and Patents, dated the date hereof, between Assignor and
Assignee (the "Agreement") and takes effect solely for the purposes of paragraph
3 thereof and is subject to the conditions thereof and may not be revoked until
the payment in full of all "Obligations" as defined in such Security Agreement
and Mortgage.
Assignor and Assignee entered into the Agreement pursuant to and in
accordance with the terms of the Joint Plan of Reorganization of Andover Togs,
Inc., Debtor, Springdale Fashions, Inc., Debtor, Tortoni Manufacturing Corp.,
Debtor and Stonehenge Financial Corp., Debtor, which was confirmed by the United
States Bankruptcy Court for the Southern District of New York on April 10, 1997
(as from time to time amended the "Plan").
Dated: May __, 1997
[Corporate Seal] ANDOVER TOGS, INC.
By:
-----------------------------
Title:
--------------------------
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ____ day of May, 1997, before me personally appeared Xxxxxxx
Xxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at 00 Xxxxxx Xxxx, Xxxx Xxxxxxx, X.X. and that he is President of
Andover Togs, Inc., the Delaware corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was affixed pursuant
to authority of the Board of Directors of said corporation, and that he signed
his name thereto pursuant to such authority.
---------------------------
Notary Public
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ASSIGNMENT FOR SECURITY
(PATENTS)
WHEREAS, Andover Togs, Inc., a Delaware corporation (herein referred to as
"Assignor"), owns the letters patent, and/or applications for letters patent, of
the United States, more particularly described on Schedule 1-A annexed hereto as
part hereof (the "Patents");
WHEREAS, Assignor is obligated to X.X. Xxxxxxx & Associates, Inc., as
Collateral Trustee (as defined in the Plan described below and referred to
herein as the "Assignee") for the benefit of the holders of Allowed General
Unsecured Claims (as defined in the Plan);
WHEREAS, pursuant to and in accordance with the terms of the Joint Plan of
Reorganization of Andover Togs, Inc., Debtor, Springdale Fashions, Inc., Debtor,
Tortoni Manufacturing Corp., Debtor and Stonehenge Financial Corp., Debtor,
which was confirmed by the United States Bankruptcy Court for the Southern
District of New York on April 10, 1997 (as from time to time amended the "Plan")
Assignor has entered into a Security Agreement and Mortgage-Trademarks and
Patents dated the date hereof (the "Agreement") in favor of Assignee; and
WHEREAS, pursuant to the Agreement, Assignor has assigned to Assignee, and
granted to Assignee a security interest in, and mortgage on, all right, title
and interest of Assignor in and to the Patents, together with any reissue,
continuation, continuation-in-part or extension thereof, and all proceeds
thereof, including, without limitation, any and all causes of action which may
exist by reason of infringement thereof for the full term of the Patents (the
"Collateral"), to secure the prompt payment, performance and observance of the
Obligations, as defined in the Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Assignor does hereby further assign unto Assignee and grant
to Assignee a security interest in, and mortgage on, the Collateral to secure
the prompt payment, performance and observance of the Obligations.
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Assignor does hereby further acknowledge and affirm that the rights and
remedies of Assignee with respect to the assignment of, security interest in and
mortgage on the Collateral made and granted hereby are more fully set forth in
the Agreement, the terms and provisions of which are hereby incorporated herein
by reference as if fully set forth herein.
Assignee's address is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly
executed by its officer thereunto duly authorized as of the 12th day of May,
1997.
ANDOVER TOGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title: President
-----------------------------
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SCHEDULE 1-A TO ASSIGNMENT FOR SECURITY
PATENTS
I. Registrations
Title Date Issued Patent No.
----- ----------- ----------
NONE
II. Pending Applications
Title Date Filed Application No.
----- ---------- ---------------
NONE
1
