EXECUTION COPY
INTER-CREDITOR AGREEMENT
THIS INTER-CREDITOR AGREEMENT, dated as of April 1, 1997 (this
"Agreement"), is by and among The Chase Manhattan Bank, a New York banking
corporation ("Chase New York"), for itself and as agent for the other lenders
named in Schedules 2.01(a) and (b) to the U.S. Credit Agreement referred to
below (the "Lenders"), The Chase Manhattan Bank of Canada, one of the chartered
banks of Canada ("Chase Canada" and together with Chase New York collectively
referred to as the "Senior Lienholder") as lender under the Canadian Credit
Agreement referred to below, and The Bank of New York, a banking corporation
organized under the laws of the State of New York, as Trustee for the benefit of
the Holders of Senior Secured Notes (the "Junior Lienholder") under the
Indenture referred to below (as such terms are defined therein) and as Security
Holder for the benefit of the Holders of Senior Secured Notes. All capitalized
terms used herein but not otherwise defined shall have the meanings set forth in
the Credit Agreement or Indenture, as applicable.
WHEREAS, Chase New York has entered into a Credit Agreement, dated as of
April 1, 1997 (as amended, supplemented, restated or otherwise modified from
time to time to the extent permitted by the Indenture, the "U.S. Credit
Agreement"), with the Loan Parties on its own behalf and as agent pursuant to
which the Lenders have agreed severally and not jointly to advance funds to the
Borrowers for the purposes stated therein; and
WHEREAS, Chase Canada has entered into a Credit Agreement, dated as of
April 1, 1997 (as amended, supplemented, restated or otherwise modified from
time to time to the extent permitted by the Indenture, the "Canadian Credit
Agreement" and together with the U.S. Credit Agreement collectively referred to
as the "Credit Agreement"), with the Loan Parties pursuant to which Chase Canada
has agreed to advance funds to the Borrowers for the purposes stated therein;
and
WHEREAS, to secure all present and future obligations of the Borrowers
under or in connection with the Credit Agreement and the other Loan Documents,
pursuant to the Security Documents the Borrowers and the other Loan Parties have
granted and hereafter may grant to the Senior Lienholder Liens in substantially
all of the Grantors' assets, real and personal, tangible and intangible, now
existing or hereafter arising or acquired and the proceeds thereof as more
particularly set forth in the Security Documents (the "Collateral"); and
WHEREAS, the Issuer has authorized the creation of an issue of its Senior
Secured Notes in an aggregate original principal amount of $29,500,000; and
WHEREAS, the Junior Lienholder has entered into a Senior Secured Note
Indenture, dated as of April 1, 1997 (as amended, supplemented, restated or
otherwise modified from time to time, to the extent permitted by the Credit
Agreement, the "Indenture") with SLM International, Inc., as Issuer (the
"Issuer") and each of its direct and indirect wholly-owned subsidiaries, as
guarantors; and
WHEREAS, to secure all present and future obligations of the Issuer under
or in connection with the Indenture and the Senior Secured Notes, the Grantors
have granted and hereafter may grant to the Junior Lienholder Liens in the
Collateral; and
WHEREAS, the Senior Lienholder and the Junior Lienholder wish to confirm
the relative priority of their respective Liens in the Collateral and establish
certain other matters relating thereto.
NOW, THEREFORE, the Senior Lienholder and the Junior Lienholder hereby
agree as follows:
1. The Senior Lienholder consents to the granting by each Loan Party to the
Junior Lienholder of a junior Lien in the Collateral as security for the payment
of all obligations of the Issuer or any guarantor under the Indenture, the
Collateral Documents or the Senior Secured Notes, including, without limitation,
interest and other fees as provided for in the Indenture and the Senior Secured
Notes.
2. The Lien of the Senior Lienholder in the Collateral shall be security
for the payment and performance of the Obligations, any renewals or other
extensions of Indebtedness under the Credit Agreement, any refundings or, to the
extent permitted by the Indenture, refinancings, thereof, and all interest that
would have accrued on the Obligations but for the commencement of a Proceeding
(as defined below) (collectively, the "Secured Obligations").
3. The Lien of the Senior Lienholder in the Collateral shall be deemed to
have a priority senior to any Lien of the Junior Lienholder in such Collateral
and all filings made by the Junior Lienholder to evidence its Liens on the
Collateral shall give notice of such priority. This relative priority of the
Senior Lienholder in respect of the Collateral shall be irrespective of the
time, order or method of attachment or perfection of security interests, or the
time or order of the filing of financing statements, or the giving of or failure
to give notice of purchase money security interests. The Junior Lienholder
further acknowledges that the indebtedness of the Borrowers to the Senior
Lienholder is revolving in nature and that the amount thereof which may be
outstanding at any time or from time to time may, subject to the terms of the
Credit Agreement and Indenture, be increased or reduced and subsequently
re-borrowed. Subject to the terms of the Credit Agreement and the Indenture, the
terms of the Indebtedness of the Borrowers to the Senior Lienholder may be
modified, extended or amended from time
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to time, and the amount thereof may be increased or reduced, all without notice
to or consent by the Junior Lienholder and without affecting the provisions of
this Agreement.
4. For the limited purpose of perfecting or publishing the Lien of the
Junior Lienholder in those types or items of Collateral in which a Lien may only
be perfected or published by possession of such types or items of Collateral,
the Junior Lienholder hereby appoints the Senior Lienholder as its agent (and/or
the agreed third person for the purposes of the Civil Code of Quebec) for the
limited purpose of possessing on its behalf (a) the Collateral identified on
Schedule A hereto, and (b) such other Collateral that may come into the
possession of the Senior Lienholder from time to time, and the Senior Lienholder
agrees to act as the Junior Lienholder's agent (and/or the agreed third person
for the purposes of the Civil Code of Quebec) for such limited purpose of
perfecting or publishing the Junior Lienholder's Lien by possession through an
agent (and/or the agreed third person for the purposes of the Civil Code of
Quebec), provided that the Senior Lienholder shall not incur any liability to
the Junior Lienholder by virtue of acting as the Junior Lienholder's agent
(and/or the agreed third person for the purposes of the Civil Code of Quebec)
hereunder in the absence of gross negligence or willful misconduct by the Senior
Lienholder. Except as contemplated in paragraphs 9 and 10 of this Agreement or
Section 1103 of the Indenture, the Senior Lienholder shall not relinquish
possession of all or any portion of the Collateral in its possession without the
prior written consent of the Junior Lienholder. If such written consent is not
provided by the Junior Lienholder within ten (10) Business Days after receipt of
a written notice requesting same, the Senior Lienholder shall deliver possession
of such Collateral to the Junior Lienholder. If the Junior Lienholder refuses to
take possession of such Collateral, then the Senior Lienholder may return such
Collateral to the Grantor without incurring liability to the Junior Lienholder
unless there is an express written agreement to the contrary in effect between
the Senior Lienholder and the Junior Lienholder. In that connection and for the
purposes of Section 2705 of the Civil Code of Quebec, the Senior Lienholder
hereby acknowledges receipt of a copy of the Share Pledge Agreement dated as of
April 1, 1997 by and among The Bank of New York and the Grantors named therein
and has agreed to act as the agreed third person to hold the Collateral so
pledged in favour of the Junior Lienholder.
5. (a) Until such time as all Secured Obligations to the Senior Lienholder
shall have been paid in full, the Junior Lienholder agrees that it will not
commence or continue any default, foreclosure or liquidation proceedings the
primary purpose of which is to exercise any rights or remedies (judicially or
nonjudicially) in respect of any of the Collateral, including, without
limitation, the Junior Lienholder's rights with respect to real property leases
pursuant to any Landlord Agreements. Without limitation of the foregoing, the
Junior Lienholder shall not send notification of assignment or payment to
account debtors of the Receivables Grantors or do any other act which would
interfere with or otherwise adversely affect the Senior Lienholder's Lien
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in the Collateral, until such time as all Secured Obligations to the Senior
Lienholder shall have been paid in full.
(b) In addition to the limitation set forth in paragraph 5(a) above, upon
(i) the occurrence and continuance of an Event of Default under the
Indenture, and
(ii) the delivery of written notice to the Senior Lienholder by the
Junior Lienholder (a "Notice of Intention to Act") of the determination to
take any action or exercise any rights, remedies or powers under the terms
of the Indenture, the Senior Secured Notes or the Collateral Documents, or
to exercise any other right or remedy at law or in equity that the Junior
Lienholder might otherwise possess to collect any amount due and payable
under the Indenture, the Senior Secured Notes or the Collateral Documents
including, but not limited to, the acceleration of the maturity of the
Senior Secured Notes, the filing of, or the joining in the filing of, any
petition in bankruptcy or the taking advantage of any other insolvency law
of any jurisdiction (but specifically excluding the exercise of any right
or remedy whose primary purpose is to require the Company or the Guarantors
to comply with the covenants and provisions of the Indenture, the Senior
Secured Notes or the Collateral Documents, other than with respect to the
payment of monies) (any such action, a "Junior Lienholder Act"),
the Senior Lienholder may, within 15 days of the receipt of the Notice of
Intention to Act, deliver to Junior Lienholder a Standstill Notice (as
hereinafter defined) invoking a Standstill Period (as hereinafter defined). For
purposes of this Agreement, the term "Standstill Notice" shall mean a written
notice executed by the Senior Lienholder and delivered to the Junior Lienholder
notifying the Junior Lienholder of the Senior Lienholder's invocation of the
Standstill Period. For purposes of this Agreement, the term "Standstill Period"
shall mean a 180-day period commencing on the date on which the Senior
Lienholder receives or, pursuant to paragraph 18 hereof, is deemed to have
received a Notice of Intention to Act from the Junior Lienholder, during which
time the Junior Lienholder shall refrain from taking any Junior Lienholder Act,
provided however, that notwithstanding the issuance of a Standstill Notice, the
Standstill Period shall automatically terminate upon the acceleration of the
maturity of the Obligations by the Senior Lienholder (other than a drawing on
the Canadian Letter of Credit). The Junior Lienholder shall refrain from taking
any Junior Lienholder Act during the period between the issuance to the Senior
Lienholder of the Notice of Intention to Act and the date by which the Senior
Lienholder is required to deliver a Standstill Notice as herein provided
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and if such Standstill Notice is delivered, the Junior Lienholder shall further
refrain from taking any Junior Lienholder Act during the Standstill Period. The
Senior Lienholder's right to issue a Standstill Notice pursuant to this
paragraph 5(b) shall be limited to the issuance of one Standstill Notice during
any 365 day period. The Senior Lienholder's rights to issue any Standstill
Notice pursuant to this paragraph 5(b) shall terminate upon payment in full of
all Senior Obligations outstanding pursuant to the Credit Agreement and the
other Loan Documents executed and delivered contemporaneously herewith (as the
same may be amended, supplemented, restated, modified or extended from time to
time in accordance with the terms thereof and the Indenture), it being expressly
understood that the right to issue a Standstill Notice pursuant to this
paragraph 5(b) shall not thereafter continue for the benefit of any Person who
may at any time renew, refund, replace or refinance such Senior Obligations.
6. The Junior Lienholder waives any claim it might have at any time against
the Senior Lienholder arising out of any and all actions which the Senior
Lienholder takes or omits to take with respect to (a) the Loan Documents, (b)
collection of the Secured Obligations, (c) the valuation, use or protection of
the Collateral, or (d) the perfection or enforcement of the Senior Lienholder's
Lien on the Collateral, so long as such actions or failure to act do not
constitute gross negligence or willful misconduct or constitute a breach of this
Agreement.
7. In the event any payment from or distribution of Collateral of any kind,
or any collections or other proceeds thereof whether in cash, property or
securities, is made to the Senior Lienholder or the Junior Lienholder as secured
creditors of any Loan Party in any Proceeding (as defined below), the Senior
Lienholder shall be entitled to receive all such payments and distributions for
application to the Secured Obligations in accordance with the terms of the Loan
Documents until the Secured Obligations have been paid in full, and, upon any
such Proceeding, any such payments from or distributions of Collateral to which
the Junior Lienholder would be entitled except for the provisions hereof, shall
be paid by such Loan Party or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution
directly to the Senior Lienholder to the extent necessary to pay all Secured
Obligations in full. The Senior Lienholder and the Junior Lienholder shall
consent to any action or proceeding by the other seeking "adequate protection"
or similar relief under the United States Bankruptcy Code or the Canadian
Bankruptcy and Insolvency Act or Companies Creditors Arrangement Act with
respect to the Collateral. "Proceeding" shall mean any dissolution or winding up
or total or partial liquidation or reorganization of such Loan Party whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
similar proceedings or upon an assignment for the benefit of creditors, or any
other marshaling of assets and liabilities.
8. In the event any payment from or distribution of Collateral of any kind,
or any collections or other proceeds thereof whether in cash, property or
securities, shall be received by the Junior Lienholder (other than as permitted
under the
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Credit Agreement or upon a release of the Senior Lienholder's Lien in accordance
with paragraph 10 of this Agreement) in contravention of this Agreement, such
Collateral and proceeds shall be held in trust for the benefit of, and promptly
remitted to, the Senior Lienholder, so long as there shall be any outstanding
Secured Obligations.
9. Upon the request of the Senior Lienholder, the Junior Lienholder shall
immediately release or otherwise terminate its Lien upon the Collateral or any
part thereof (and if such Collateral consists of all of the stock of a Loan
Party, then also the Guarantee of such Loan Party held by the Junior
Lienholder), to the extent that such Collateral or any part thereof is sold or
otherwise disposed of in connection with the satisfaction, partial or in full,
of the Secured Obligations, by the Senior Lienholder in accordance with the
terms of the Credit Agreement and the Indenture, and the Junior Lienholder will
immediately execute such release documents as the Senior Lienholder may request
in connection therewith.
10. If a Loan Party sells a portion of the Collateral and such sale is
permitted by the terms of the Credit Agreement or the Senior Lienholder agrees
to release its Lien thereon, the Junior Lienholder shall thereupon execute at
the request of such Loan Party the termination statements or other Lien releases
reasonably necessary to release its Lien upon such Collateral. Until such time
as all Secured Obligations have been paid in full, all proceeds of any such sale
of Collateral shall be paid to the Senior Lienholder in accordance with the
provisions of the Loan Documents for application to the Secured Obligations;
provided, however, if the Lenders waive the application of the proceeds in whole
or in part of any such sale or other disposition of Collateral to permanently
reduce the Total Commitment under the U.S. Credit Agreement or the Revolving
Credit Commitment under the Canadian Credit Agreement, then such portion thereof
not so applied shall be paid to the Junior Lienholder for distribution in
accordance with the provisions of the Indenture. After all the Secured
Obligations have been paid in full, any proceeds of the Collateral shall be paid
to the Junior Lienholder for distribution in accordance with the provisions of
the Indenture, and any remaining proceeds of the Collateral shall be paid to the
Loan Parties, as applicable, or as otherwise required by applicable law.
11. Notwithstanding any endorsements appearing on any insurance policy that
insures the Collateral or any part thereof, until such time as the Secured
Obligations shall have been paid in full, the Junior Lienholder agrees that with
respect to each such insurance policy, the Senior Lienholder shall have the sole
and exclusive right to effect settlement under each such policy in respect of
any loss of or casualty to the Collateral and that all proceeds of such policy
in respect of any such loss of or casualty to the Collateral shall either be
utilized to restore or rebuild Collateral as provided for in the Loan Documents
or, until such time as all Secured Obligations have been paid in full, be paid
exclusively to the Senior Lienholder in accordance with the provisions of the
Loan Documents for application to the Secured Obligations.
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12. In connection with the occurrence and continuance of an Event of
Default as defined under the Credit Agreement or any other Loan Document or the
Indenture, each of the Senior Lienholder and the Junior Lienholder upon becoming
aware thereof shall send to the other notice of such default and a copy of any
declaration of default, declaration of acceleration or other similar notice sent
by such Lienholder to any Loan Party. The Senior Lienholder shall also send the
Junior Lienholder (a) a copy of any notification relating to the public or
private sale of the Collateral sent to any Loan Party including, without
limitation, any notice sent pursuant to Section 9-504 of the Uniform Commercial
Code or similar provisions of the Personal Property Security Law or any notice
of the exercise of a hypothecary right served to any Loan Party pursuant to the
provisions of the Civil Code of Quebec and (b) a notice upon payment in full of
the Secured Obligations.
13. In the event the Senior Lienholder shall commence any action to
foreclose upon, realize upon, take physical possession of or otherwise effect
collection (each a "Foreclosure") or sell, transfer or otherwise dispose of
(each a "Sale"), any Collateral, all costs, expenses and fees incurred in
connection with the Foreclosure and Sale of the Collateral, including, without
limitation, all amounts owed under license agreements entered into with respect
to the Collateral (the "Costs"), shall be the sole responsibility of, and shall
be paid by, the party hereto receiving the proceeds of such Foreclosure or Sale.
In the event both parties hereto have received proceeds of such Foreclosure or
Sale, each party hereto shall be responsible for the payment of its Pro Rata
Share of the Costs. Solely for the purposes of the immediately preceding
sentence, each party's Pro Rata Share shall mean that percentage of the Costs
that bears the same relation to the aggregate costs as the amount of proceeds of
Foreclosure and Sale received by such party bears to the aggregate proceeds of
Foreclosure and Sale.
14. In the event of commencement of enforcement, foreclosure or other
exercise of remedies by the Senior Lienholder, the Junior Lienholder shall
cooperate with the Senior Lienholder in the exercise of its rights and remedies.
At any time and from time to time, the Junior Lienholder shall take any further
action and execute at the request of the Senior Lienholder such additional
documents and instruments (in recordable form, if requested), at the expense of
the Senior Lienholder, as the Senior Lienholder may reasonably request to
effectuate the terms of and priorities contemplated by this Agreement.
15. If the Junior Lienholder shall resign or be removed as Trustee under
the Indenture at any time, the Junior Lienholder shall notify the Senior
Lienholder thereof and shall advise any successor Trustee of this Agreement. On
or prior to the date of appointment of the successor Trustee, the Junior
Lienholder shall obtain an undertaking from such successor Trustee to be bound
hereby in form and substance reasonably satisfactory to the Senior Lienholder.
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16. In the event of any conflict or inconsistency between the terms of this
Agreement, any other Loan Document, the Indenture or the Collateral Documents,
this Agreement shall govern as between the Senior Lienholder and the Junior
Lienholder.
17. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and no other person
or persons (including, without limitation, any Loan Party) shall have any right,
benefit, priority or interest under, or because of the existence of, this
Agreement.
18. All notices and written communications provided for in this Agreement
shall be given in writing and sent by overnight delivery service (with charges
prepaid) or by facsimile transmission with the original being sent by overnight
delivery service (with charges prepaid) by the next succeeding Business Day, in
each case addressed to the party to be notified as follows, or to such other
address as a party may designate as to itself by like notice:
If to the Senior Lienholder: x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxxx Xxxxxx, 0xx Xxxxx
Asset Based Lending
Xxx Xxxx, Xxx Xxxx 00000
Attention: Credit Deputy
Fax No.: (000) 000-0000
with copies to: Xxxx, Scholer, Fierman,
Xxxx & Handler, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax No.: (000) 000-0000
Fraser & Xxxxxx
0 Xxxxx Xxxxxxxx Xxxxx
000 Xxxx Xxxxxx X
Xxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
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If to the Junior Lienholder: The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Corporate Trust Trustee
Administration
Fax No.: 000-000-0000
with a copy to: Xxxxx, Xxxxxx & Xxxxxx
000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Group
Fax No.: (000) 000-0000
19. This Agreement may not be amended except by a writing signed by the
parties hereto.
20. This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. This Agreement shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto. Delivery of an executed counterpart of a signature page to this
Agreement and any amendments by telecopier shall be as effective as delivery of
a manually executed counterpart thereof.
21. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York.
22. Nothing in this Agreement shall be construed to modify or relieve, in
any way, any Loan Party's obligation to perform its agreements under the Credit
Agreement or any other Loan Document or under the Indenture or the Senior
Secured Notes or the Collateral Documents.
23. This Agreement shall not affect the rights of the Senior Lienholder, on
the one hand, and the Junior Lienholder, on the other hand, relative to the
rights of any other creditors of the Loan Parties.
24. If any of the provisions or terms of this Agreement shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the other terms hereof, and this
Agreement shall be construed as if such unenforceable term had never been
contained herein.
25. The Junior Lienholder and Senior Lienholder each agrees that, in
addition to any other courts that may have jurisdiction under applicable laws,
any action or proceeding to enforce or arising out of or in connection with this
Agreement or any of
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the Collateral may be commenced in the Courts of the State of New York in New
York County, or in the United States District Court for the Southern District of
New York, and the Junior Lienholder and Senior Lienholder each consents and
submits in advance to such jurisdiction and agrees that venue will be proper in
such courts on any such matter. The choice of forum set forth in this paragraph
shall not be deemed to preclude the enforcement of any judgment obtained in such
forum, or the taking of any action under this Agreement to enforce the same, in
any appropriate jurisdiction.
26. The Junior Lienholder and Senior Lienholder each hereby waives
trial by jury, in any litigation in any court with respect to, in connection
with, or arising out of or in connection this Agreement or the Collateral or any
instrument or document delivered pursuant hereto, or any other claim or dispute
however arising, between the Senior Lienholder and the Junior Lienholder. The
Junior Lienholder and Senior Lienholder each confirms that the foregoing waivers
were negotiated and are informed and freely made.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers on the day and year first above
written.
THE CHASE MANHATTAN BANK, THE BANK OF NEW YORK,
as Agent as Trustee
By: By:
----------------------------- -----------------------------
Title: Title:
XXX XXXXX XXXXXXXXX
XXXX XX XXXXXX
By:
-----------------------------
Title:
11
ACKNOWLEDGEMENT AND CONSENT OF LOAN PARTIES
Each of the undersigned hereby irrevocably acknowledges and consents to the
foregoing InterCreditor Agreement and more particularly that the Senior
Lienholder acts, for the purposes of the Civil Code of Quebec, as agreed third
person to hold types or items of Collateral referred to in Section 4 of this
Agreement. By executing this Agreement, each of the undersigned acknowledges and
consents to the provisions hereof as they relate to the relative rights of the
Senior Lienholder and the Junior Lienholder as among the Senior Lienholder and
the Junior Lienholder; provided, however, that nothing in this InterCreditor
Agreement shall amend, modify, change or supersede the respective terms of the
Credit Agreement, any other Loan Document, the Indenture, the Collateral
Documents or the Senior Secured Notes (or any other document to which any of the
undersigned may be a party) as between the Senior Lienholder and any of the
undersigned or as between the Junior Lienholder and any of the undersigned and
in the event of any conflict or inconsistency between the terms of this
Agreement and the Credit Agreement or any other Loan Document, the Credit
Agreement or such other Loan Document, as the case may be, shall govern as
between the Senior Lienholder and the undersigned and in the event of any
conflict or inconsistency between the terms of this Agreement and the Indenture,
the Collateral Documents or the Senior Secured Notes, the Indenture, the
Collateral Documents or the Senior Secured Notes, as the case may be, shall
govern as between the Junior Lienholder and the undersigned. The undersigned
further agree that the terms of this Agreement shall not give the undersigned
any substantive rights vis-a-vis the Senior Lienholder or the Junior Lienholder.
SLM INTERNATIONAL, INC.
By:
---------------------------------
Name:
Title:
MASKA U.S., INC.
By:
---------------------------------
Name:
Title:
1
#1 APPAREL, INC.
By:
---------------------------------
Name:
Title:
SPORT MASKA INC.
By:
---------------------------------
Name:
Title:
SLM TRADEMARK ACQUISITION
CANADA CORPORATION
By:
---------------------------------
Name:
Title:
SLM TRADEMARK ACQUISITION CORP.
By:
---------------------------------
Name:
Title:
#1 APPAREL CANADA INC.
By:
---------------------------------
Name:
Title:
2
