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098888\0048\00067\959LG33V.OTH
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EXECUTION COPY
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT (as such agreement may be
amended, supplemented or otherwise modified from time to time,
this "Trademark Security Agreement") made as of the 29th day of
September, 1995, by ANNTAYLOR, INC., a corporation having its
principal place of business located at 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Borrower") in favor of BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, with an office located at
0000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, in its
capacity as the Agent under the "Credit Agreement" (as defined
below) (the "Agent").
R E C I T A L S:
The Borrower, the Agent, BA Securities, Inc., as Arranger,
Bank of America National Trust and Savings Association and Fleet
Bank, National Association as Co-Agents, and certain financial
institutions currently and in the future to be parties to the
Credit Agreement (as defined below) (such financial institutions
being collectively, the "Lenders") have entered into a certain
Amended and Restated Credit Agreement dated as of September 29,
1995 (as such agreement may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), which
provides (i) for the Lenders to make Loans to the Borrower and
for the Issuing Banks to issue the Letters of Credit and (ii)
that as a condition precedent to the making of the Loans and the
issuance of the Letters of Credit, the Borrower enter into this
Trademark Security Agreement to secure the Obligations.
NOW, THEREFORE, in consideration of the above premises and
in order to induce the Lenders to make the Loans and each Issuing
Bank to issue the Letters of Credit under the Credit Agreement,
the Borrower hereby agrees with the Agent for its benefit, for
the benefit of the Lenders and the Issuing Banks as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, the capitalized terms
used herein which are defined in the Credit Agreement shall have
the meanings specified in the Credit Agreement.
(b) The words "hereof," "herein" and "hereunder" and words
of like import when used in this Trademark Security Agreement
shall refer to this Trademark Security Agreement as a whole and
not to any particular provision of this Trademark Security
Agreement, and section references are to sections in this
Trademark Security Agreement unless otherwise specified.
(c) All terms defined in this Trademark Security Agreement
in the singular shall have comparable meanings when used in the
plural, and vice versa, unless otherwise specified.
2. Security Interest in Trademarks.
To secure the complete and timely payment, performance and
satisfaction of the Obligations, the Borrower hereby grants to
the Agent for the benefit of the Agent, the Lenders and the
Issuing Banks a security interest in, with power of sale to the
extent permitted by applicable law, all of the Borrower's
now-owned or existing and filed and hereafter acquired or arising
and filed:
(a) trademarks, trademark registrations, trade names and
trademark applications for any of the foregoing in the United
States Patent and Trademark Office or in any other office or with
any other official anywhere in the world or which are used in the
United States or any state, territory or possession thereof, or
in any other place, nation or jurisdiction anywhere in the world,
including, without limitation, the trademarks, trademark
registrations, service marks, service xxxx registrations and
applications listed on Annex I, attached hereto and made a part
hereof, and (i) all renewals thereof, (ii) all income, royalties,
damages and payments now and hereafter due and/or payable with
respect thereto, including, without limitation, payments under
all licenses entered into in connection therewith and damages and
payments for past or future infringements thereof, (iii) the
right to xxx for past, present and future infringements thereof,
and (iv) all rights corresponding thereto throughout the world
(all of the foregoing trademarks, and trademark registrations,
trade names, service marks, service xxxx registration and
applications, together with the items described in clauses (i)
through (iv) in this subparagraph (a), are sometimes hereinafter
individually and/or collectively referred to as the
"Trademarks");
(b) license agreements with any other party in connection
with any Trademarks or such other party's trademarks or trademark
applications, whether the Borrower is a licensor or licensee
under any such license agreement, including, but not limited to,
the license agreements listed on Annex II attached hereto and
made a part hereof, and the right to prepare for sale, sell and
advertise for sale, all of the inventory now or hereafter owned
by the Borrower and now or hereafter covered by such license
agreements (all of the foregoing being hereinafter referred to
collectively as the "Licenses").
(c) the goodwill of the Borrower's business connected with
and symbolized by the Trademarks;
The Trademarks, Licenses and the goodwill referred to above are
hereinafter collectively called the "Collateral".
3. Restrictions on Future Agreements.
The Borrower agrees that until all the Obligations shall
have been satisfied in full and the Credit Agreement shall have
been terminated, the Borrower will not, without the Agent's prior
written consent, abandon any Trademark, except as would not have
a material adverse effect on the business of the Borrower, or
enter into any agreement, including, without limitation, any
license agreement (other than as necessary to maintain or protect
any Trademark), which is inconsistent with the Borrower's
obligations under this Trademark Security Agreement, and the
Borrower further agrees that it will not take any action, or
permit any action to be taken by any other Persons to the extent
that such Persons are subject to its control, including
licensees, or fail to take any action, which would affect the
validity, priority, perfection or enforcement of the rights
transferred to the Agent under this Trademark Security Agreement,
and any such agreement or action if it shall take place shall be
null and void and of no effect whatsoever. Nothing in this
Section 3 shall be deemed to prevent the Borrower from engaging
in transactions permitted under Section 8.02(a)(v) of the Credit
Agreement.
4. New Trademarks.
The Borrower represents and warrants that the Trademarks and
Licenses listed on Annexes I and II constitute all of the
significant trademarks, applications, trade names, service marks,
service xxxx registrations and trademark registrations now owned
and license agreements entered into by the Borrower. If, before
the Obligations shall have been satisfied in full, the
commitments of the Lenders to extend credit under the Credit
Agreement shall have been terminated and the Credit Agreement
shall have been terminated, the Borrower shall, after the date
hereof, (i) obtain rights to any new trademarks, trademark
registrations, trademark applications, service marks, service
xxxx registrations, or trade names, (ii) become entitled to the
benefit of any trademarks, trademark registrations, trademark
applications, trade names, service marks, service xxxx
registrations, trademark licenses or trademark license renewals
or (iii) enter into any new trademark license agreements, the
provisions of paragraph 2 above shall automatically apply
thereto, and the Borrower shall give to the Agent prompt written
notice thereof. The Borrower hereby authorizes the Agent to
modify this Trademark Security Agreement by amending Annex I or
II to include any future trademarks, trademark applications,
trade names, service marks, service xxxx registrations, trademark
registrations or license agreements that are the Trademark or the
Licenses, under paragraph 2 above or under this paragraph 4.
5. Additional Representations and Warranties.
The Borrower hereby represents, warrants, covenants and
agrees that:
(a) Except as otherwise provided or permitted herein or in
the Credit Agreement, it is and will continue to be the owner of
all its right, title and interest in the Collateral so long as
the Trademarks and Licenses shall continue in force. The
Trademarks and Licenses are and shall continue to be free from
any Lien in favor of a Person except for those Liens permitted by
Section 8.02 of the Credit Agreement.
(b) It has the full right and power to grant the security
interest in the Collateral made hereby.
(c) It has made no previous assignment, transfer or
agreements in conflict herewith or constituting a present or
future assignment, transfer, or encumbrance on any of the
Collateral.
(d) So long as any Obligations remain outstanding under the
Credit Agreement, the commitments of the Lenders to extend credit
under the Credit Agreement have not been terminated and the
Credit Agreement has not terminated, it will not execute, and
there will not be on file in any public office, any financing
statement or other document or instrument covering the Collateral
except as otherwise contemplated or permitted hereby or by the
Credit Agreement and the other Loan Documents.
(e) Subject to any limitation stated therein or in
connection therewith, all information furnished to the Agent
concerning the Collateral and proceeds thereof, for the purpose
of obtaining credit or an extension of credit, is, or will be at
the time the same is furnished, accurate and correct in all
material respects.
(f) To the best of the Borrower's knowledge and belief
following diligent inquiry, no infringement or unauthorized use
presently is being made of any of the Trademarks or Licenses
which has or may reasonably be expected to have, alone or in the
aggregate, a Material Adverse Effect. The Borrower has advised
the Agent of (i) the existence of restrictions on the use of the
Trademark and Licenses as may be contained in the Borrower's
franchise agreements and license agreements relating to the use
of the Trademarks and Licenses and (ii) its trademark monitoring
and enforcement practice.
6. Royalties; Term.
The Borrower hereby agrees that any rights granted hereunder
to the Agent for the benefit of the Agent, the Lenders and the
Issuing Banks with respect all the Collateral as described above
shall be worldwide and without any liability for royalties or
other related charges from the Agent to the Borrower. The term
of the security interest granted herein shall extend until the
earlier of (i) the expiration or abandonment of each of the
Trademarks and Licenses subject to this Trademark Security
Agreement, or (ii) the date on which all the Obligations have
been paid in full, the commitments of the Lenders to extend
credit under the Credit Agreement have been terminated and the
Credit Agreement has been terminated.
7. The Agent's Right to Inspect.
The Agent and the Lenders shall have the right, at any time
and from time to time, to inspect the Borrower's premises and to
examine the Borrower's books, records and operations, including,
without limitation, the Borrower's merchandise quality control
processes upon reasonable notice and at such reasonable times and
as often as may be reasonably requested. The Borrower agrees (i)
not to sell or assign its interest in, or grant any license
under, the Collateral without the prior written consent of the
Agent except as otherwise permitted under Sections 8.02 and 8.03
of the Credit Agreement; and (ii) to maintain the quality of any
and all merchandise in connection with which the Trademarks are
used, consistent with or better than the quality of said
merchandise as of the date hereof.
8. Termination of Security Interest.
This Trademark Security Agreement is made for collateral
purposes only. Upon payment in full of the Obligations and upon
termination of the Credit Agreement, the Agent shall, at the
Borrower's sole cost and expense, execute and deliver to the
Borrower all termination statements or other instruments as may
be necessary or proper to re-vest in the Borrower (without
recourse to or warranty by the Agent) full title to the
Collateral granted hereby, subject to any disposition thereof
which may have been made by the Agent pursuant hereto or pursuant
to the Credit Agreement.
9. Duties of the Borrower.
The Borrower shall have the duty (i) to prosecute diligently
any trademark application that is part of the Trademarks pending
as of the date hereof or thereafter until the obligations shall
have been paid in full, (ii) to make applications on trademarks,
as appropriate, and (iii) to preserve and maintain all rights in
trademark applications, trademarks, trademark registrations,
service marks, and service xxxx registrations, that are part of
the Trademarks except, in the case of (i) or (iii), where the
failure to do so would not have or be reasonably expected to have
a Material Adverse Effect. Any expenses incurred in connection
with such applications shall be borne by the Borrower. The
Borrower agrees to retain an experienced trademark attorney for
the filing and prosecution of all such applications and other
proceedings. The Borrower shall not abandon any right to file a
trademark application in the United States or any pending
trademark application in any country without the prior written
consent of the Agent except as would not have or be reasonably
expected to have a Material Adverse Effect. If the Borrower
fails to comply with any of the foregoing duties, the Agent shall
have the right (but shall not be obligated) to do so in the
Borrower's name to the extent permitted by law, but at the
Borrower's expense, and the Borrower hereby agrees to reimburse
the Agent in full for all expenses, including the fees and
disbursements of counsel incurred by the Agent in protecting,
defending and maintaining the Collateral. In the event that the
Borrower shall fail to pay when due any fees required to be paid
by it hereunder, or shall fail to discharge any Lien prohibited
hereby, or shall fail to comply with any other duty hereunder,
the Agent may, but shall not be required to, pay, satisfy,
discharge or bond the same for the account of the Borrower, and
all monies so paid out shall be Obligations of the Borrower
repayable on demand, together with interest at the fluctuating
rate applicable to Base Rate Loans under the Credit Agreement.
10. The Agent's Right to Xxx.
From and after the occurrence and during continuance of an
Event of Default, the Agent shall have the right, but shall in no
way be obligated, to bring suit in its own name for its own
benefit and for the benefit of the Lenders and the Issuing Banks
to enforce the Trademarks and Licenses, and if the Agent shall
commence any such suit, the Borrower shall, at the request of the
Agent, do any and all lawful acts and execute any and all proper
documents required by the Agent in aid of such enforcement. The
Borrower shall, upon demand, promptly reimburse the Agent for all
costs and expenses incurred by Agent pursuant to the terms of the
Credit Agreement.
11. Waivers.
No course of dealing among the Borrower, the Agent, the
Lenders, the Issuing Banks or any of them, and no failure to
exercise, nor any delay in exercising, on the part of the Agent,
the Lenders or the Issuing Banks, any right, power or privilege
hereunder or under the Credit Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder or thereunder preclude any other or
further exercise thereof the exercise of any other right, power
or privilege.
12. Severability.
The provisions of this Trademark Security Agreement are
severable, and if any clause or provision shall be held invalid
and unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall affect only such clause
or provision or part thereof, in such jurisdiction, and shall not
in an manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Trademark
Security Agreement in any jurisdiction.
13. Modification.
This Trademark Security Agreement cannot be altered, amended
or modified in any way, except as specifically provided in
paragraph 4 hereof or by a writing signed by the parties hereto.
14. Cumulative Remedies; Power of Attorney; Effect On Other
Agreements.
All of the Agent's rights and remedies with respect to the
Collateral, whether established hereby, by the Credit Agreement,
by the Collateral Documents, by any other agreements or by law
shall be cumulative and may be exercised singularly or
concurrently. Upon the occurrence and during the continuance of
an Event of Default and the giving by the Agent of written notice
to the Borrower of the Agent's intention to enforce its right and
claims against the Borrower, the Borrower hereby authorizes the
Agent to make, constitute and appoint any officer or agent of the
Agent as the Agent may select, in its sole discretion, as the
Borrower's true and lawful attorney-in-fact, with power (but not
the obligation) to (i) endorse the Borrower's name on all
applications, documents, papers and instruments necessary or
desirable for the Agent in the use of the Collateral, or (ii)
take any other actions with respect to the Collateral as the
Agent deems in the best interest of the Agent, the Lenders and
the Issuing Banks or (iii) grant or issue any exclusive or
non-exclusive license under the Collateral to anyone, or (iv)
assign, pledge, convey or otherwise transfer title in or dispose
of the Collateral to anyone free and clear of any encumbrance
upon title thereof (other than any encumbrance created hereby).
The Borrower hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof. This power of
attorney shall be irrevocable until the Obligations have been
paid in full, the commitments of the Lenders to extend credit
under the Credit Agreement have been terminated and the Credit
Agreement has been terminated. The Borrower acknowledges and
agrees that this Trademark Security Agreement is not intended to
limit or restrict in any way the rights and remedies of the Agent
and the Lender under the Loan Documents but rather is intended to
facilitate the exercise of such rights and remedies. The Agent,
the Lenders and the Issuing Banks shall have, in addition to all
other rights and remedies given it by the terms of this Trademark
Security Agreement, all rights and remedies allowed by law and
the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in any jurisdiction in which the
Collateral may be located. Recourse to security will not be
required at any time.
15. Binding Effect; Benefits.
This Trademark Security Agreement shall be binding upon the
Borrower and its successors and assigns, and shall inure to the
benefit of the Agent, the Lenders and the Issuing Banks. The
Borrower's successors and assigns shall include, without
limitation, a receiver, trustee or debtor-in-possession of or for
the Borrower.
16. Notices.
Any notices and other communications hereunder shall be
given in the manner and to the addresses set forth in the Credit
Agreement.
17. Choice of Law.
This Trademark Security Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
18. Consent to Jurisdiction and Service of Process; Waiver
of Jury Trial.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER WITH
RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS TRADEMARK SECURITY AGREEMENT, THE
BORROWER ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO
BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR ANY OF THE
OTHER LOAN DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS
AVAILABLE. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED
ON THE FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN
(10) DAYS AFTER SUCH MAILING. EACH OF BORROWER, THE AGENT AND
THE LENDERS IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR
ANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN
SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY LENDER TO BRING
PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.
19. Waiver of Notice, Hearing and Bond.
THE BORROWER WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY
KIND PRIOR TO THE EXERCISE BY THE AGENT OR THE LENDERS OF ITS
RIGHTS, FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, TO
REPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY,
ATTACH OR LEVY UPON THE COLLATERAL. THE BORROWER WAIVES THE
POSTING OF ANY BOND OTHERWISE REQUIRED OF THE AGENT OR THE
LENDERS IN CONNECTION WITH THE JUDICIAL PROCESS OR PROCEEDING TO
OBTAIN POSSESSION OF, REPLEVY, ATTACH, OR LEVY UPON THE
COLLATERAL TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED
IN FAVOR OF THE AGENT OR THE LENDER OR TO ENFORCE BY SPECIFIC
PERFORMANCE, TEMPORARY RESTRAINING ORDER PRELIMINARY OR PERMANENT
INJUNCTION, THIS TRADEMARK SECURITY AGREEMENT.
20. Advice of Counsel.
THE BORROWER REPRESENTS TO THE AGENT THAT IT HAS DISCUSSED
THIS TRADEMARK SECURITY AGREEMENT WITH ITS ATTORNEYS.
21. Governing Provisions.
To the extent any provisions of this Trademark Security
Agreement are inconsistent with any provisions in the Borrower
Security Agreement, the provisions of this Trademark Security
Agreement shall govern.
22. Section Titles.
The section titles herein are for convenience and reference
only and shall not affect in any way the-interpretation of any of
the provisions hereof.
IN WITNESS WHEREOF, the Borrower has duly executed this
Agreement as of the day first above written.
ANNTAYLOR, INC.
By: /s/ Xxxxxx X. Xxxxx
_
Title:Sr. Vice President - Finance
Attest:
/s/Xxxxxxx X. Xxx
__________________
Agreed and accepted to as of
the date first above written:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/ Dietmas Xxxxxx
_
Title: Vice President
_
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The foregoing Trademark Security Agreement was
executed and acknowledged before me this 29th day of September,
1995, by Xxxxxx X. Xxxxx personally known to me to be the Senior
Vice President - Finance of AnnTaylor, Inc., a Delaware
corporation, on behalf of such corporation.
(SEAL)
/s/ Xxxx X. Xxxxxx
------------------------
Notary Public
New York County, New York
My Commission Expires:
September 8, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
The foregoing Trademark Security Agreement was
executed and acknowledged before me this 29th day of September,
1995, by Dietmas Xxxxxx personally known to me to be the Vice
President of Bank of America National Trust and Savings
Association, a national banking association, on behalf of such
corporation.
(SEAL)
/s/ Xxxx X. Xxxxxx
------------------------
Notary Public
New York County, New York
My Commission Expires:
September 8, 1996
Annex I
to
Trademark Security Agreement
_______________
Dated as of September 29, 1995
Trademarks and Trademark Applications
U.S. Registered Trademarks:
Trademark Registration No. Issue Date
Expiration/Renewal Date
ANNTAYLOR. (Stylized) 1,770,157 05/11/93
05/11/03
XXX XXXXXX 1,444,585 06/23/87 06/23/07
XXX XXXXXX 1,251,717 09/20/83 09/20/03
ANNTAYLOR. 1,789,470 08/24/93 08/24/03
(Stylized)
ANNTAYLOR. 1,832,503 04/19/94 04/19/04
(Stylized)
AnnTaylor. 1,854,221 09/13/94 09/13/04
(Stylized)
ANNTAYLOR. 1,881,093 02/28/95 02/28/05
DESTINATION 1,875,773 01/24/95 01/24/05
(not stylized)
DESTINATION ANNTAYLOR 1,804,908 11/16/93
11/16/03
(not stylized)
destination ANNTAYLOR. 1,811,236 12/14/93
12/14/03
(stylized)
AT denim (logo design) 1,817,468 01/18/94
01/18/04
AT DENIM. 1,826,976 03/15/94 03/15/04
ANNTAYLOR. 1,782,601 07/20/93 07/20/03
ANNTAYLOR. 1,832,187 04/19/94 04/19/04
(stylized)
U.S. Trademark Applications:
Trademark Serial No. File Date
AT ANNTAYLOR. ORIGINALS - CLASSIC 74/304,148
08/12/92
STYLE (and design)
AT ANNTAYLOR. IRIGINALS - CLASSIC 74/304/144
8/12/92
STYLE (and design)
DESTINATION 74/493,760 02/23/94
ACTION 74/601,938 11/22/94
ACTION 74/601,976 11/22/94
ACTION (and Design) 74/601,941 11/22/94
ACTION (and Design) 74/601,937 11/22/94
ACTION (and Design) 74/601,939 11/22/94
ANNTAYLOR. LOFT (stylized) 74/585,175 10/13/94
THE SHOE LOFT (stylized) 74/654,336 03/31/95
Foreign Registered Trademarks:
Trademark and Country Registration No. Issue Date
Expiration/Renewal Date
Xxx Xxxxxx/Canada TMA381,405 03/20/86 03/20/01
Xxx Taylor1/Japan 0000000 07/23/87 07/23/97
Xxx Xxxxxx/Japan 0000000 07/31/91 07/31/01
Xxx Taylor1/Japan 0000000 07/31/91 07/31/01
Xxx Xxxxxx./Japan 0000000 09/30/92 09/30/02
Xxx Taylor1/Japan 0000000 09/30/92 09/30/02
Xxx Xxxxxx./Japan 0000000 08/31/92 08/31/02
Xxx Taylor1/Japan 0000000 08/31/92 08/31/02
Xxx Xxxxxx./Japan 0000000 03/31/92 03/31/02
Xxx Taylor1/Japan 0000000 03/31/92 03/31/02
AnnTaylor./Brazil 817167129 11/15/94 11/15/04
ATDENIM./Brazil 817401985 01/24/95 01/23/05
ATDENIM/Canada 08/18/95
AnnTaylor/Hong Kong 01800/1995 06/25/93
06/25/14
AnnTaylor 2700331 11/30/94 11/30/04
(English)/Japan
AmmTaylor 2700332 11/30/94 11/30/04
(Katakana)/Japan
AnnTaylor 316507 06/30/95 06/30/05
(Korean)/Korea
XXX XXXXXX/Taiwan 521793 05/01/91 04/30/01
Foreign Trademark Applications:
Trademark and Country Serial No. File Date
Xxx Xxxxxx/Taiwan2 79/48075 11/05/90
AnnTaylor/Japan 15005/1989 02/10/89
AnnTaylor1/Japan 15006/1989 02/10/89
Xxx Xxxxxx/Hong Kong3 9156/90 11/13/90
AnnTaylor./Brazil4 817167129 04/01/93
1 In Katakana.
2 Updating status on application.
3 Application for "Xxx Xxxxxx" in Hong Kong is being withdrawn
and refiled pursuant to the requirements of the Hong Kong
trademark authority.
4 Application for "Xxx Xxxxxx" in Brazil is being amended to
show xxxx as "AnnTaylor.". If it cannot be amended, it will
be withdrawn and refiled.
Annex II
to
Trademark Security Agreement
Dated as of September 29, 1995
License Agreements
None.
