TRADEMARK SECURITY AGREEMENT
----------------------------
THIS AGREEMENT ("Agreement"), dated May 16, 2000, is by and between DH
APPAREL COMPANY, INC., a Georgia corporation ("Debtor"), with its chief
executive office at 1020-A Barrow Industrial Parkway 30680 and CONGRESS
FINANCIAL CORPORATION (Southern), a Georgia corporation ("Secured Party"),
having an office at 200 Galleria Parkway, Suite 1500, Atlanta, Georgia 30339.
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 hereto and made a part
hereof;
WHEREAS, Secured Party and Debtor have entered or are about to enter into
financing arrangements pursuant to which Secured Party may make loans and
advances and provide other financial accommodations to Debtor as set forth in
the Loan and Security Agreement, dated of even date herewith, by and among
Secured Party, Debtor and Delta Merchandising, Inc. (as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement") and other agreements, documents and instruments
referred to therein or at any time executed and/or delivered in connection
therewith or related thereto, including, but not limited to, this Agreement (all
of the foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing Agreements");
and
WHEREAS, in order to induce Secured Party to enter into the Loan Agreement
and the other Financing Agreements and to make loans and advances and provide
other financial accommodations to Debtor pursuant thereto, Debtor has agreed to
grant to Secured Party certain collateral security as set forth 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. GRANT OF SECURITY INTEREST
--------------------------
As collateral security for the prompt performance, observance and
indefeasible payment in full of all of the Obligations (as hereinafter defined),
Debtor hereby grants to Secured Party a continuing security interest in and a
general lien upon the following (being collectively referred to herein as the
"Collateral"): (a) all of Debtor's now existing or hereafter acquired right,
title, and interest in and to: (i) all of Debtor's trademarks, tradenames, trade
styles and service marks
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and all applications, registrations and recordings relating to the foregoing as
may at any time be filed in the United States Patent and Trademark Office or in
any similar office or agency of the United States, any State thereof, any
political subdivision thereof or in any other country, including, without
limitation, the trademarks, terms, designs and applications described in Exhibit
A hereto, together with all rights and privileges arising under applicable law
with respect to Debtor's use of any trademarks, tradenames, trade styles and
service marks, and all reissues, extensions, continuation and renewals thereof
(all of the foregoing being collectively referred to herein as the
"Trademarks"); and (ii) all prints and labels on which such trademarks,
tradenames, tradestyles and service marks appear, have appeared or will appear,
and all designs and general intangibles of a like nature; (b) the goodwill of
the business symbolized by each of the Trademarks, including, without
limitation, all customer lists and other records relating to the distribution of
products or services bearing the Trademarks; (c) all income, fees, royalties and
other payments at any time due or payable with respect thereto, including,
without limitation, payments under all licenses at any time entered into in
connection therewith; (d) the right to sue for past, present and future
infringements thereof; (e) all rights corresponding thereto throughout the
world; and (f) any and all other proceeds of any of the foregoing, including,
without limitation, damages and payments or claims by Debtor against third
parties for past or future infringement of the Trademarks.
2. OBLIGATIONS SECURED
-------------------
The security interest, lien and other interests granted to Secured Party
pursuant to this Agreement shall secure the prompt performance, observance and
payment in full of any and all obligations, liabilities and indebtedness of
every kind, nature and description owing by Debtor to Secured Party and/or its
affiliates, including principal, interest, charges, fees, costs and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or
otherwise, whether arising under this Agreement, the Loan Agreement, the other
Financing Agreements or otherwise, whether now existing or hereafter arising,
whether arising before, during or after the initial or any renewal term of the
Loan Agreement or after the commencement of any case with respect to Debtor
under the United States Bankruptcy Code or any similar statute (including,
without limitation, the payment of interest and other amounts which would accrue
and become due but for the commencement of such case), whether direct or
indirect, absolute or contingent, joint or several, due or not due, primary or
secondary, liquidated or unliquidated, secured or unsecured, and however
acquired by Secured Party (all of the foregoing being collectively referred to
herein as the "Obligations").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------
Debtor hereby represents, warrants and covenants with and to Secured Party
the following (all of such representations, warranties and covenants being
continuing so long as any of the Obligations are outstanding):
(a) Debtor shall pay and perform all of the Obligations according to their
terms.
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(b) All of the existing Collateral is valid and subsisting in full force
and effect, and Debtor owns the sole, full and clear title thereto, and the
right and power to grant the security interest granted hereunder. Debtor shall,
at Debtor's expense, perform all acts and execute all documents necessary to
maintain the existence of the Collateral consisting of registered Trademarks as
registered trademarks and to maintain the existence of all of the Collateral as
valid and subsisting, including, without limitation, the filing of any renewal
affidavits and applications. The Collateral is not subject to any liens, claims,
mortgages, assignments, licenses, security interests or encumbrances of any
nature whatsoever, except: (i) the security interests granted hereunder and
pursuant to the Loan Agreement, (ii) the security interests permitted under the
Loan Agreement, and (iii) the licenses permitted under Section 3(e) below.
(c) Debtor shall not assign, sell, mortgage, lease, transfer, pledge,
hypothecate, grant a security interest in or lien upon, encumber, grant an
exclusive or non-exclusive license relating to the Collateral, or otherwise
dispose of any of the Collateral, in each case without the prior written consent
of Secured Party, except as otherwise permitted herein or in the Loan Agreement.
Nothing in this Agreement shall be deemed a consent by Secured Party to any such
action, except as such action is expressly permitted hereunder.
(d) Debtor shall, at Debtor's expense, promptly perform all acts and
execute all documents requested at any time by Secured Party to evidence,
perfect, maintain, record or enforce the security interest in the Collateral
granted hereunder or to otherwise further the provisions of this Agreement.
Debtor hereby authorizes Secured Party to execute and file one or more financing
statements (or similar documents) with respect to the Collateral, signed only by
Secured Party or as otherwise determined by Secured Party. Debtor further
authorizes Secured Party to have this Agreement or any other similar security
agreement filed with the Commissioner of Patents and Trademarks or any other
appropriate federal, state or government office.
(e) As of the date hereof, Debtor does not have any Trademarks registered,
or subject to pending applications, in the United States Patent and Trademark
Office or any similar office or agency in the United States, any State thereof,
any political subdivision thereof or in any other country, other than those
described in Exhibit A hereto and has not granted any licenses with respect
thereto other than as set forth in Exhibit B hereto.
(f) Debtor shall, concurrently with the execution and delivery of this
Agreement, execute and deliver to Secured Party five (5) originals of a Special
Power of Attorney in the form of Exhibit C annexed hereto for the implementation
of the assignment, sale or other disposition of the Collateral pursuant to
Secured Party's exercise of the rights and remedies granted to Secured Party
hereunder.
(g) Secured Party may, in its discretion, pay any amount or do any act
which Debtor fails to pay or do as required hereunder or as requested by Secured
Party to preserve, defend, protect, maintain, record or enforce the Obligations,
the Collateral, or the security interest granted hereunder including, but not
limited to, all filing or recording fees, court costs, collection charges,
attorneys' fees and legal expenses. Debtor shall be liable to Secured Party for
any such
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payment, which payment shall be deemed an advance by Secured Party to Debtor,
shall be payable on demand together with interest at the rate then applicable to
the Obligations set forth in the Loan Agreement and shall be part of the
Obligations secured hereby.
(h) Debtor shall not file any application for the registration of a
Trademark with the United States Patent and Trademark Office or any similar
office or agency in the United States, unless Debtor has given Secured Party
thirty (30) days prior written notice of such action. If, after the date hereof,
Debtor shall (i) obtain any registered trademark or tradename, or apply for any
such registration in the United States Patent and Trademark Office or in any
similar office or agency in the United States, any State thereof, any political
subdivision thereof or in any other country, or (ii) become the owner of any
trademark registrations or applications for trademark registration used in the
United States or any State thereof, political subdivision thereof or in any
other country, the provisions of Section 1 hereof shall automatically apply
thereto. Upon the request of Secured Party, Debtor shall promptly execute and
deliver to Secured Party any and all assignments, agreements, instruments,
documents and such other papers as may be requested by Secured Party to evidence
the security interest in such Trademark in favor of Secured Party.
(i) Debtor has not abandoned any of the Trademarks and Debtor will not do
any act, nor omit to do any act, whereby the Trademarks may become abandoned,
invalidated, unenforceable, avoided, or avoidable. Debtor shall notify Secured
Party immediately if it knows or has reason to know of any reason why any
application, registration, or recording with respect to the Trademarks may
become abandoned, canceled, invalidated, avoided, or avoidable.
(j) Debtor shall render any assistance, as Secured Party shall determine is
necessary, to Secured Party in any proceeding before the United States Patent
and Trademark Office, any federal or state court, or any similar office or
agency in the United States, any State thereof, any political subdivision
thereof or in any other country, to maintain such application and registration
of the Trademarks as Debtor's exclusive property and to protect Secured Party's
interest therein, including, without limitation, filing of renewals, affidavits
of use, affidavits of incontestability and opposition, interference, and
cancellation proceedings.
(k) To the best of Debtor's knowledge, no material infringement or
unauthorized use presently is being made of any of the Trademarks that would
adversely affect in any material respect the fair market value of the Collateral
or the benefits of this Agreement granted to Secured Party, including, without
limitation, the validity, priority or perfection of the security interest
granted herein or the remedies of Secured Party hereunder. Debtor shall promptly
notify Secured Party if Debtor (or any affiliate or subsidiary thereof) learns
of any use by any person of any term or design which infringes on any Trademark
or is likely to cause confusion with any Trademark. If requested by Secured
Party, Debtor, at Debtor's expense, shall join with Secured Party in such action
as Secured Party, in Secured Party's discretion, may deem advisable for the
protection of Secured Party's interest in and to the Trademarks.
(l) 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,
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suit, loss, damage, or expense (including attorneys' fees and legal expenses)
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, labelling, sale or advertisement
of any such product by Debtor (or any affiliate or subsidiary thereof). The
foregoing indemnity shall survive the payment of the Obligations, the
termination of this Agreement and the termination or non-renewal of the Loan
Agreement.
(m) Debtor shall promptly pay Secured Party for any and all expenditures
made by Secured Party pursuant to the provisions of this Agreement or for the
defense, protection or enforcement of the Obligations, the Collateral, or the
security interests granted hereunder, including, but not limited to, all filing
or recording fees, court costs, collection charges, travel expenses, and
attorneys' fees and legal expenses. Such expenditures shall be payable on
demand, together with interest at the rate then applicable to the Obligations
set forth in the Loan Agreements and shall be part of the Obligations secured
hereby.
4. EVENTS OF DEFAULT
-----------------
All Obligations shall become immediately due and payable, without notice or
demand, at the option of Secured Party, upon the occurrence of any Event of
Default, as such term is defined in the Loan Agreement (each an "Event of
Default" hereunder).
5. RIGHTS AND REMEDIES
-------------------
At any time an Event of Default exists or has occurred and is continuing,
in addition to all other rights and remedies of Secured Party, whether provided
under this Agreement, the Loan Agreement, the other Financing Agreements,
applicable law or otherwise, Secured Party shall have the following rights and
remedies which may be exercised without notice to, or consent by, Debtor except
as such notice or consent is expressly provided for hereunder:
(a) Secured Party may require that neither Debtor nor any affiliate or
subsidiary of Debtor make any use of the Trademarks or any marks similar thereto
for any purpose whatsoever. Secured Party may make use of any Trademarks for the
sale of goods, completion of work-in-process or rendering of services in
connection with enforcing any other security interest granted to Secured Party
by Debtor or any subsidiary or affiliate of Debtor or for such other reason as
Secured Party may determine.
(b) Secured Party may grant such license or licenses relating to the
Collateral for such term or terms, on such conditions, and in such manner, as
Secured Party shall in its discretion deem appropriate. Such license or licenses
may be general, special or otherwise, and may be granted on an exclusive or
non-exclusive basis throughout all or any part of the United States of America,
its territories and possessions, and all foreign countries.
(c) Secured Party may assign, sell or otherwise dispose of the Collateral
or any part thereof, either with or without special conditions or stipulations
except that if notice to Debtor of
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intended disposition of Collateral is required by law, the giving of five (5)
days prior written notice to Debtor of any proposed disposition shall be deemed
reasonable notice thereof and Debtor waives any other notice with respect
thereto. Secured Party shall have the power to buy the Collateral or any part
thereof, and Secured Party shall also have the power to execute assurances and
perform all other acts which Secured Party may, in its discretion, deem
appropriate or proper to complete such assignment, sale, or disposition. In any
such event, Debtor shall be liable for any deficiency.
(d) In addition to the foregoing, in order to implement the assignment,
sale, or other disposition of any of the Collateral pursuant to the terms
hereof, Secured Party may at any time execute and deliver on behalf of Debtor,
pursuant to the authority granted in the Powers of Attorney described in Section
3(f) hereof, one or more instruments of assignment of the Trademarks (or any
application, registration, or recording relating thereto), in form suitable for
filing, recording, or registration. Debtor agrees to pay Secured Party on demand
all costs incurred in any such transfer of the Collateral, including, but not
limited to, any taxes, fees, and attorneys' fees and legal expenses. Debtor
agrees that Secured Party has no obligation to preserve rights to the Trademarks
against any other parties.
(e) Secured Party may first apply the proceeds actually received from any
such license, assignment, sale or other disposition of any of the Collateral to
the costs and expenses thereof, including, without limitation, attorneys' fees
and all legal, travel and other expenses which may be incurred by Secured Party.
Thereafter, Secured Party may apply any remaining proceeds to such of the
Obligations as Secured Party may in its discretion determine. Debtor shall
remain liable to Secured Party for any of the Obligations remaining unpaid after
the application of such proceeds, and Debtor shall pay Secured Party on demand
any such unpaid amount, together with interest at the rate then applicable to
the Obligations set forth in the Loan Agreement.
(f) Debtor shall supply to Secured Party or to Secured Party's designee,
Debtor's knowledge and expertise relating to the manufacture and sale of the
products and services bearing the Trademarks and Debtor's customer lists and
other records relating to the Trademarks and the distribution thereof.
(g) Nothing contained herein shall be construed as requiring Secured Party
to take any such action at any time. All of Secured Party's rights and remedies,
whether provided under this Agreement, the other Financing Agreements,
applicable law, or otherwise, shall be cumulative and none is exclusive. Such
rights and remedies may be enforced alternatively, successively, or
concurrently.
6. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
------------------------------------------------------------
(a) The validity, interpretation and enforcement of this Agreement and the
other Financing Agreements and any dispute arising out of the relationship
between the parties hereto, whether in
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contract, tort, equity or otherwise, shall be governed by the internal laws of
the State of Georgia (without giving effect to principles of conflicts of law).
(b) Debtor and Secured Party irrevocably consent and submit to the
non-exclusive jurisdiction of the Superior Court of Fulton County, Georgia and
the United States District Court for the Northern District of Georgia and waive
any objection based on venue or forum non conveniens with respect to any action
instituted therein arising under this Agreement or any of the other Financing
Agreements or in any way connected or related or incidental to the dealings of
Debtor and Secured Party in respect of this Agreement or the other Financing
Agreements or the transactions related hereto or thereto, in each case whether
now existing or thereafter arising, and whether in contract, tort, equity or
otherwise, and agree that any dispute with respect to any such matters shall be
heard only in the courts described above (except that Secured Party shall have
the right to bring any action or proceeding against Debtor or its property in
the courts of any other jurisdiction which Secured Party deems necessary or
appropriate in order to realize on the Collateral or to otherwise enforce its
rights against Debtor or its property).
(c) Debtor hereby waives personal service of any and all process upon it
and consents that all such service of process may be made by certified mail
(return receipt requested) directed to its address set forth herein and service
so made shall be deemed to be completed five (5) days after the same shall have
been so deposited in the U.S. mails, or, at Secured Party's option, by service
upon Debtor in any other manner provided under the rules of any such courts.
Within thirty (30) days after such service, Debtor shall appear in answer to
such process, failing which Debtor shall be deemed in default and judgment may
be entered by Secured Party against Debtor for the amount of the claim and other
relief requested.
(d) DEBTOR AND SECURED PARTY EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT
OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF DEBTOR AND SECURED PARTY IN RESPECT OF
THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO IN EACH CASE WHETHER NO EXISTING OR HEREAFTER ARISING,
AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. DEBTOR AND SECURED PARTY
EACH HEREBY AGREES AN CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT DEBTOR OR SECURED
PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF DEBTOR AND SECURED PARTY TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(e) Secured Party shall not have any liability to Debtor (whether in tort,
contract, equity or otherwise) for losses suffered by Debtor in connection with,
arising out of, or in any way related to the transactions or relationships
contemplated by this Agreement, or any act, omission or event
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occurring in connection herewith, unless it is determined by a final and
non-appealable judgment or court order binding on Secured Party that the losses
were the result of acts or omissions constituting gross negligence or willful
misconduct. In any such litigation, Secured Party shall be entitled to the
benefit of the rebuttable presumption that it acted in good faith and with the
exercise of ordinary care in the performance by it of the terms of this
Agreement and the other Financing Agreements.
7. MISCELLANEOUS
-------------
(a) All notices, requests and demands hereunder shall be in writing and
deemed to have been given or made: if delivered in person, immediately upon
delivery; if by telex, telegram or facsimile transmission, immediately upon
sending and upon confirmation of receipt; if by nationally recognized overnight
courier service with instructions to deliver the next business day, one (1)
business day after sending; and if by certified mail, return receipt requested,
five (5) days after mailing. All notices, requests and demands upon the parties
are to be given to the following addresses (or to such other address as any
party may designate by notice in accordance with this Section):
If to Debtor: DH Apparel Company, Inc.
1020-A Barrow Industrial Parkway
Winder, Georgia 30680
Attention: Chief Financial Officer
If to Secured Congress Financial Corporation (Southern)
Party: 200 Galleria Parkway
Suite 1500
Atlanta, Georgia 30339
Attention: Portfolio Manager
(b) All references to the plural herein shall also mean the singular and to
the singular shall also mean the plural. All references to Debtor and Secured
Party pursuant to the definitions set forth in the recitals hereto, or to any
other person herein, shall include their respective successors and assigns. The
words "hereof," "herein," "hereunder," "this Agreement" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not any particular provision of this Agreement and as this Agreement now exists
or may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced. An Event of Default shall exist or continue or be continuing until
such Event of Default is waived in accordance with Section 7(e) hereof. All
references to the term "Person" or "person" herein shall mean any individual,
sole proprietorship, partnership, corporation (including, without limitation,
any corporation which elects subchapter S status under the Internal Revenue Code
of 1986, as amended), limited liability company, limited liability partnership,
business trust, unincorporated association, joint stock company, trust, joint
venture or other entity or any government or any agency or instrumentality or
political subdivision thereof.
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(c) This Agreement, the other Financing Agreements and any other document
referred to herein or therein shall be binding upon Debtor and its successors
and assigns and inure to the benefit of and be enforceable by Secured Party and
its successors and assigns.
(d) If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this
Agreement as a whole, but this Agreement shall be construed as though it did not
contain the particular provision held to be invalid or unenforceable and the
rights and obligations of the parties shall be construed and enforced only to
such extent as shall be permitted by applicable law.
(e) Neither this Agreement nor any provision hereof shall be amended,
modified, waived or discharged orally or by course of conduct, but only by a
written agreement signed by an authorized officer of Secured Party. Secured
Party shall not, by any act, delay, omission or otherwise be deemed to have
expressly or impliedly waived any of its rights, powers and/or remedies unless
such waiver shall be in writing and signed by an authorized officer of Secured
Party. Any such waiver shall be enforceable only to the extent specifically set
forth therein. A waiver by Secured Party of any right, power and/or remedy on
any one occasion shall not be construed as a bar to or waiver of any such right,
power and/or remedy which Secured Party would otherwise have on any future
occasion, whether similar in kind or otherwise.
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IN WITNESS WHEREOF, Debtor and Secured Party have executed this Agreement
as of the day and year first above written.
DH APPAREL COMPANY, INC.
By: /s/ K. Scott Grassmyer
-------------------------------
Title: Sr. Vice President and CFO
CONGRESS FINANCIAL CORPORATION
(SOUTHERN)
By: /s/ Daniel Cott
--------------------------------
Title: Executive Vice President
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 16th day of May, 2000, before me personally came K. Scott
Grassmyer, to me known, who being duly sworn, did depose and say, that he/she is
the Sr. Vice President and CFO of DH APPAREL COMPANY, INC., the corporation
described in and which executed the foregoing instrument; and that he/she signed
his/her name thereto by order of the Board of Directors of said corporation.
/s/ Cathleen A. Pellegrino
-----------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 16th day of May, 2000, before me personally came Daniel Cott, to me
known, who, being duly sworn, did depose and say, that he/she is the Executive
Vice President of CONGRESS FINANCIAL CORPORATION (SOUTHERN), the corporation
described in and which executed the foregoing instrument; and that he/she signed
his/her name thereto by order of the Board of Directors of said corporation.
/s/ Cathleen A. Pellegrino
--------------------------------
Notary Public
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EXHIBIT A
TO
TRADEMARK SECURITY AGREEMENT
----------------------------
Registration Registration Expiration
Trademark Number Date Date
--------- ------ ----
- ------------------------------ ---------------------------- --------------------------- ----------------------------
- ------------------------------ ---------------------------- --------------------------- ----------------------------
- ------------------------------ ---------------------------- --------------------------- ----------------------------
- ------------------------------ ---------------------------- --------------------------- ----------------------------
LIST OF TRADEMARKS AND TRADEMARK APPLICATIONS
---------------------------------------------
Trademark Application/Serial Application
Application Number Date
----------- ------ ----
- ---------------------------------------- ------------------------------------- -------------------------------------
- ---------------------------------------- ------------------------------------- -------------------------------------
- ---------------------------------------- ------------------------------------- -------------------------------------
- ---------------------------------------- ------------------------------------- -------------------------------------
EXHIBIT B
TO
TRADEMARK SECURITY AGREEMENT
----------------------------
LIST OF LICENSES
----------------
B- 1
EXHIBIT C
TO
TRADEMARK SECURITY AGREEMENT
----------------------------
SPECIAL POWER OF ATTORNEY
-------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that DH APPAREL COMPANY, INC. ("Debtor"),
having an office at 1020-A Barrow Industrial Parkway Winder, Georgia 30680
hereby appoints and constitutes, severally, CONGRESS FINANCIAL CORPORATION
(SOUTHERN) ("Secured Party"), and each of its officers, its true and lawful
attorney, with full power of substitution and with full power and authority to
perform the following acts on behalf of Debtor:
1. Execution and delivery of any and all agreements, documents, instrument
of assignment, or other papers which Secured Party, in its discretion, deems
necessary or advisable for the purpose of assigning, selling, or otherwise
disposing of all right, title, and interest of Debtor in and to any trademarks
and all registrations, recordings, reissues, extensions, and renewals thereof,
or for the purpose of recording, registering and filing of, or accomplishing any
other formality with respect to the foregoing.
2. Execution and delivery of any and all documents, statements,
certificates or other papers which Secured Party, in its discretion, deems
necessary or advisable to further the purposes described in Subparagraph 1
hereof.
This Power of Attorney is made pursuant to a Trademark Security Agreement,
dated of even date herewith, between Debtor and Secured Party (the "Security
Agreement") and is subject to the terms and provisions thereof. This Power of
Attorney, being coupled with an interest, is irrevocable until all
"Obligations", as such term is defined in the Security Agreement, are paid in
full and the Security Agreement is terminated in writing by Secured Party.
Dated: May 16, 2000
DH APPAREL COMPANY, INC.
By: /s/ K. Scott Grassmyer
-----------------------------
Title: Sr. Vice President & CFO
C- 1
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 16th day of May 2000, before me personally came K. Scott Grassmyer,
to me known, who being duly sworn, did depose and say, that he/she is the Sr.
Vice President & CFO of DH APPAREL COMPANY, INC., the corporation described in
and which executed the foregoing instrument; and that he/she signed his/her name
thereto by order of the Board of Directors of said corporation.
/s/ Cathleen A. Pellegrino
-----------------------------------
Notary Public
C- 2