EXECUTION
SECURITY AGREEMENT AND MORTGAGE -
TRADEMARKS AND PATENTS
AGREEMENT dated as of this 1st day of April, 1997 among SLM International,
Inc., a Delaware corporation (the "Company"), #1 Apparel, Inc., a Delaware
corporation ("#1 Apparel"), Maska U.S., Inc., a Vermont corporation ("Maska
U.S."),SLM Trademark Acquisition Corp., a Delaware corporation ("Acquisition"),
Sport Maska Inc., a corporation under the New Brunswick Business Corporations
Act ("Maska"), #1 Apparel Canada Inc., a corporation under the New Brunswick
Business Corporations Act ("#1 Apparel Canada"), SLM Trademark Acquisition
Canada Corporation/Corporation D'Acquisition De Marque De Commerce SLM Canada, a
corporation under the New Brunswick Business Corporations Act ("TACC"; TACC, the
Company, #1 Apparel, Maska ▇.▇., ▇▇▇▇▇▇▇▇▇▇▇, #▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Maska are
each sometimes referred to herein as a "Debtor" and collectively as the
"Debtors") and The Bank of New York, a banking corporation organized and
existing under the laws of the State of New York, as trustee and collateral
agent (the "Secured Party") for the Holders referred to in the Senior Secured
Note Indenture dated as of the date hereof, among the Company, as issuer, the
Guarantors named therein, as guarantors, and the Secured Party (as supplemented
or modified from time to time in accordance with its terms, the "Indenture").
A. Each Debtor owns the Trademarks described in Schedule A annexed hereto
and made a part hereof set forth below such Debtor's name.
B. Each Debtor is the owner and holder of the patents listed on Schedule B
annexed hereto and made a part hereof set forth below such Debtor's name.
C. The Holders have agreed to acquire the Securities pursuant to, and
subject to the terms and conditions of, the Indenture. Pursuant to the terms of
the Indenture, the Debtors are required to execute and deliver a security
agreement in the form hereof to secure the following (the "Secured
Obligations"): all Obligations (such Obligations to include, without limitation,
the due and punctual payment and performance of (a) the principal of and
interest on the Securities (including the payment of amounts that would become
due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. ss.362(a), and interest that, but for the filing of a
petition in bankruptcy with respect to the Company, would accrue on such
obligations, whether or not a claim is allowed against the Company for such
interest in the related bankruptcy proceeding), when and as due, whether at
maturity, by acceleration, upon one or more dates set for redemption or
otherwise, (b) all obligations of the Debtors at any time and from time
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to time under this security agreement and (c) all other obligations of the
Debtors at any time and from time to time under the Indenture and the Collateral
Documents).
NOW, THEREFORE, IT IS AGREED that, as security for the full and prompt
payment and performance of the Secured Obligations, each Debtor does hereby
mortgage to and pledge with the Secured Party for its own benefit and the
benefit of the Holders, and grant to the Secured Party a security interest in,
all of such Debtor's 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 the Debtors
relating to the distribution of products bearing the Trademarks and each of the
registrations described in Schedule A hereto; (ii) each of the Patents (as
hereinafter defined) and each of the registrations listed on Schedule B hereto;
(iii) the right (but not the obligation) to register claims under any state or
Federal law or regulation or any law or regulation of any foreign country and to
apply for, renew and extend the Trademarks or Patents; (iv) the right (but not
the obligation) to ▇▇▇ or bring opposition or cancellation proceedings in the
name of any Debtor or in the name of Secured Party or otherwise for past,
present and future infringements of the Trademarks or Patents and all rights
(but not obligations) corresponding thereto in the United States and any foreign
country; and (v) any and all proceeds of the foregoing, including, without
limitation, any claim by any Debtor against any third party for infringement of
the Trademarks or the Patents, in each case, wherever located and whether now
owned or hereafter acquired or existing (collectively, the "Collateral").
1. Terms defined in the Indenture and not otherwise defined herein, shall
have the meaning set forth in the Indenture. 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
applications, registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office, the Canadian Intellectual Property Office or in any
similar office or agency of the United States or Canada, any state thereof, or
any other country or any political subdivision thereof, all whether now owned or
hereafter acquired by a 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 divisionals thereof and all
licenses thereof.
"Trademarks" shall mean (i) all trademarks, trade names, trade styles,
service marks, prints and labels on which said trademarks, trade names, trade
styles and service marks have appeared or appear, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all
right, title and interest therein and thereto, and all applications,
registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Patent and
Trademark Office, Canadian Intellectual Property Office or in any similar office
or agency of the United States or Canada, any state thereof, or any
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other country or any political subdivision thereof, all whether now owned or
hereafter acquired by a 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. Each Debtor hereby represents, warrants, covenants and agrees as to
itself and the Collateral owned by it as follows:
(a) Such Debtor has the sole, full and clear title to the registered
Trademarks material to its business for the goods and services covered by the
registrations thereof and such registrations are valid and subsisting and in
full force and effect.
(b) Each 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 form of
Exhibits 1 and 2, and the Canadian Intellectual Property Office, substantially
in the form of Exhibit 3, hereof, reasonably requested by the Secured Party at
any time to evidence, perfect, maintain, record and enforce the Secured Party's
interest in the United States and Canadian Patents and Trademarks (other than
with respect to "Intent to Use Trademark Applications" or otherwise in
furtherance of the provisions of this Agreement, and each 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 Debtor shall determine otherwise through the
exercise of sound business judgment, each Debtor (either itself or through
licensees) will continue to use all of the Trademarks material to such Debtor's
business 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 no Debtor will (nor will it permit any licensee thereof to) do any
act or knowingly omit to do any act whereby any Trademark may become
invalidated.
(d) Each Debtor has the sole, full and clear title to each of the United
States and Canadian issued Patents material to its business and shown on
Schedule B hereto below its name 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 Debtor shall determine otherwise
through the exercise of sound business judgment, no Debtor will do any act, or
omit to do any act, whereby any Patent material to its business 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.
(e) The provisions of Sections 503 and 607 of the Indenture with respect to
the reimbursement of fees and expenses and indemnification are hereby deemed
incorporated herein in their entirety and shall be binding upon each of the
Debtors as if set forth herein, and each
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Debtor, jointly and severally shall be obligated to, (x) upon demand, pay to the
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts or agents which
the Secured Party may incur in connection with (i) the administration of this
Agreement, (ii) the custody or preservation of, or the sale or other disposition
of, collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Secured Party hereunder or
(iv) the failure by any Debtor to perform or observe any of the provisions
hereof, and (y) indemnify the Secured Party and the Holders. Any such amounts
payable as provided hereunder or thereunder shall be additional Secured
Obligations secured hereby and by the other Security Documents. The obligations
contained in this paragraph (e) shall survive the termination of this Agreement
or the resignation or removal of the Secured Party.
(f) If any Debtor shall obtain rights to any new Trademarks or Patents, the
provisions of this Agreement shall automatically apply thereto. Each Debtor
shall promptly notify the Secured Party in writing of any rights to any new
Trademarks or Patents acquired by such Debtor after the date hereof and of any
registrations issued or applications for registration made after the date
hereof. In no event shall any 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,
Canadian Intellectual Property Office or any similar office or agency of the
United States or Canada, any state thereof, any other country or any political
subdivision thereof or (ii) file any assignment of any patent or trademark,
which such Debtor may acquire from a third party, with the United States Patent
and Trademark Office, Canadian Intellectual Property Office or any similar
office or agency of the United States or Canada, any state thereof, any other
country or any political subdivision thereof, unless such Debtor shall on or
prior to the date of such filing, notify the Secured Party thereof and, if
requested by the Secured Party or the Agent under the Credit Agreement, execute,
deliver and record such agreements, instruments, documents and papers as the
Secured Party or such Agent may reasonably request in the form hereof, with
appropriate insertions, or an amendment to this Agreement, in form and substance
reasonably satisfactory to the Secured Party, pursuant to which such Debtor
shall grant a security interest to the extent of its interest in such
registration as provided herein to the Secured Party, and each 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 Secured Obligations are paid in full.
(g) Each Debtor has the power and authority to grant the security interest
herein granted; and the Collateral is not now, and at all times hereafter will
not be, subject to any Liens or encumbrances of any nature whatsoever, except in
favor of the Secured Party and as permitted under the Indenture, and to the best
knowledge of the Debtors, none of the Collateral is subject to any Lien.
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(h) Except as permitted by the Indenture and to the extent that the Secured
Party, upon prior written notice from a Debtor, shall consent, no Debtor will
assign, sell, mortgage, lease, transfer, pledge, hypothecate, ▇▇▇▇▇ ▇ ▇▇▇▇ upon,
encumber, grant an exclusive or non-exclusive license, or otherwise dispose of
any of the Collateral, and nothing in this Agreement shall be deemed a consent
by the Secured Party to any such action except as expressly permitted herein or
in the Indenture.
(i) As of the date hereof no Debtor nor any Subsidiary thereof owns any
Patents or Trademarks that are material to the business of the applicable
Debtor, or has any Patents or Trademarks that are material to the business of
the applicable Debtor registered in, or the subject of pending applications in,
the United States Patent and Trademark Office, Canadian Intellectual Property
Office or any similar office or agency of the United States or Canada, any state
thereof, any other country or any political subdivision thereof, other than
those described in Schedules A and B hereto.
(j) Each Debtor will take all necessary steps in any proceeding before the
United States Patent and Trademark Office, Canadian Intellectual Property Office
or any similar office or agency of the United States or Canada, any state
thereof, any other country or any political subdivision thereof, to maintain
each application and registration of the Trademarks and Patents that are
material to the business of the applicable Debtor, 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) Each Debtor assumes all responsibility and liability arising from the
use of the Trademarks, and the Debtors hereby jointly and severally indemnify
and hold the 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 any Debtor (or
any Subsidiary thereof) in connection with any Trademark or out of the
manufacture, promotion, labeling, sale or advertisement of any such product by
such Debtor (or any Subsidiary thereof). Each Debtor agrees that the 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 any Debtor, and the Debtors hereby
agree to jointly and severally indemnify and hold the Secured Party harmless
with respect to any and all claims by any Person relating thereto.
(l) The Secured Party may, in its sole discretion, pay any amount or do any
act required of any Debtor hereunder to preserve, defend, protect, maintain,
record or enforce any rights in the Collateral, or the right, title and interest
granted the Secured Party herein, and which any Debtor fails to do or pay, and
any such payment shall be subject to Section 2(e) hereof.
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(m) Each Debtor agrees that if it, or any Subsidiary thereof, learns of any
use by any Person of any term or design likely to cause confusion with any
Trademark that is material to the business of the applicable Debtor, it shall
promptly notify the Secured Party of such use and, if requested by the Secured
Party, shall join with the Secured Party, at its expense, in such action as the
Secured Party, in its reasonable discretion, may deem advisable for the
protection of the Secured Party's interest in and to such Trademark(s).
(n) All licenses of Trademarks and Patents which any Debtor has granted to
third parties are set forth in Schedule C hereto.
(o) This Agreement together with the filing of financing statements
describing the Collateral with the filing offices set forth on Schedule D hereto
and the recording of the assignments for security substantially in the forms of
Exhibits 1, 2 and 3 hereof with the United States Patent and Trademark Office
and the Canadian Intellectual Property Office, respectively, creates a valid,
perfected and first priority security interest in the Collateral, securing the
payment of the Secured Obligations.
(p) If any Debtor shall acquire title to any new Trademarks or Patents, the
provisions of this Agreement shall automatically apply thereto. Each Debtor
shall promptly notify the Secured Party in writing of any rights to any new
Trademarks or Patents acquired by such Debtor after the date hereof and of any
registrations issued or applications for registration made after the date
hereof. Concurrently with the filing of an application for registration for any
Trademarks or Patents, such Debtors shall execute, deliver and record in all
places where this Agreement is recorded an appropriate agreement, substantially
in the form hereof, with appropriate insertions, or an amendment to this
Agreement, in form and substance reasonably satisfactory to the Secured Party,
pursuant to which such Debtor shall grant a security interest to the extent of
its interest in such registration as provided herein to the Secured Party.
3. Subject to the Intercreditor Agreement, upon the occurrence and during
the continuance of an Event of Default, in addition to all other rights and
remedies of the Secured Party, whether under law, the Indenture 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, the Debtors, the Secured Party shall have the
following rights and remedies: (a) the applicable Debtor shall not make any
further use of the Patents or the Trademarks or any ▇▇▇▇ similar thereto for any
purpose other than in the ordinary course of business; (b) the Secured Party
may, at any time and from time to time, upon 10 days' prior written notice to
the applicable 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, provided
that no such actions shall violate any provision of any then existing license
for the Patent or Trademark; (c) the Secured Party may (without assuming any
obligations or liability thereunder), at any time, enforce (and shall have the
exclusive right
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to enforce) against any licensee or sublicensee all rights and remedies of any
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
each 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 or
sublicense agreement, except if arising solely as a result of the gross
negligence or wilful misconduct of the Secured Party or resulting from a breach
by the Secured Party of the terms and provisions of such license or sublicense
agreement; (d) the Secured Party may, at any time and from time to time, upon 10
days' prior notice to the applicable 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 reasonable discretion, deem 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 and continuation of an Event of Default), execute and deliver on
behalf of the applicable 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. Each 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 Secured Obligations in accordance with
Section 2(e). The Secured Party may apply the proceeds actually received from
any such license, assignment, sale or other disposition as provided in the
following paragraphs; and the Debtors shall remain jointly and severally 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 Secured
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 and continuation of an Event
of Default, each 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 in accordance with
Section 506 of the Indenture.
4. Concurrently with the execution and delivery hereof, each Debtor is
executing and delivering to the Secured Party, in the form of Exhibit 4 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 each Debtor hereby releases the Secured Party from any
claims, causes of action and demands at any time arising out
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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. All rights of the Secured Party hereunder, the security interest granted
to the Secured Party hereunder, and all obligations of the Debtors hereunder,
shall be absolute and unconditional irrespective of (i) any lack of validity or
enforceability of the Indenture, any Collateral Document, any other agreement
with respect to any of the Secured Obligations or any other agreement or
instrument relating to any of the foregoing, (ii) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or consent to any departure
from the Indenture, any Collateral Document or any other agreement or
instrument, (iii) any exchange, release or nonperfection of any Lien on other
Collateral, or any release or amendment or waiver of or consent to or departure
from any guarantee, for all or any of the Secured Obligations, or (iv) any other
circumstance which might otherwise constitute a defense available to, or
discharge of, any Debtor, any of the Guarantors or any other obligor in respect
of the Secured Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all of the Secured Obligations and subject to
Section 13 of this Agreement).
6. No failure on the part of the Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Secured Party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The
Secured Party and the Holders shall not be deemed to have waived any rights
hereunder or under any other agreement or instrument unless such waiver shall be
in writing and signed by such parties.
7. This Agreement, and the terms, covenants and conditions hereof, shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that no Debtor shall be permitted to assign this
Agreement or any interest herein or in the Collateral, or any part thereof, or
any cash or property held by the Secured Party as Collateral under this
Agreement, except as contemplated or permitted by this Agreement or the
Indenture.
8. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK (INCLUDING NEW YORK CONFLICTS PRINCIPLES).
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9. All communications and notices hereunder shall be in writing and shall
be given (i) in the case of any Debtor organized under the laws of any state of
the United States of America in care of Maska U.S., Inc. at ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Telecopy No.: 802-222-5781) Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President-Finance, with a copy to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇,
LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq. (Telecopy No. (212) 309- 6273), (ii) in the case of any Debtor organized
under the New Brunswick Business Corporations Act, in care of SLM International,
Inc. at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
(Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇), Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President-Finance,
with a copy to ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇), and
(iii) in the case of the Secured Party, The Bank of New York at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (Telecopy No.: 212-815-5915)
Attention: Corporate Trust Administrator.
10. In case any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable the remaining provisions contained
herein shall not in any way be affected or impaired.
11. Section headings used herein are for convenience only and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.
12. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute but one instrument. This Agreement shall be effective when a
counterpart which bears the signature of the Debtors shall have been delivered
to the Secured Party, and the Secured Party shall have executed this Agreement.
13. This Agreement and the security interest granted hereunder shall
terminate when (a) all the Secured Obligations have been fully and indefeasibly
paid in cash at which time the Secured Party shall execute and deliver to the
Debtors all UCC termination statements, releases, terminations of assignment and
similar documents which the Debtors shall reasonably request to evidence such
termination; provided, however, that all indemnities of the Debtors contained in
this Agreement shall survive, and remain operative and in full force and effect
regardless of the termination of this Agreement. The security interest hereunder
shall automatically terminate in any Collateral that is permitted to be sold or
disposed of by the Indenture or in the case of any sale that is consented
pursuant to 802 of the Indenture. The Secured Party shall promptly take such
action, and execute such releases, termination statements or other documents as
may be reasonably requested by an interested party, at the expense of the
Grantors, to evidence the termination and releases contemplated hereby.
14. Intercreditor Agreement. This Agreement, including the right of Secured
Party to exercise remedies hereunder, shall be subject to the terms and
conditions of the
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Intercreditor Agreement. Notwithstanding the foregoing or any reference to the
Intercreditor Agreement herein, each Debtor agrees and acknowledges that neither
this Agreement nor the Intercreditor Agreement provides such Debtor with any
rights as a third party beneficiary or otherwise.
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IN WITNESS WHEREOF, each 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.
SLM INTERNATIONAL, INC.
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
#1 APPAREL, INC.
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
MASKA U.S., INC.
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
SLM TRADEMARK ACQUISITION CORP.
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
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▇-▇
#▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
SPORT MASKA INC.
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
SLM TRADEMARK ACQUISITION
CANADA CORPORATION/
CORPORATION D'ACQUISITION DE
MARQUE DE COMMERCE
SLM CANADA
By:______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President-Finance
THE BANK OF NEW YORK, as Secured Party
By_____________________________
Name:
Title:
NY1-497050 EXECUTION
S-2
