Assignment and Acceptance Agreement under Third Amended and Restated Loan and Security Agreement by and among Wachovia Bank, Delta Apparel, Inc., M.J. Soffe Co., and Junkfood Clothing Company
This agreement is between a lender (the Assignor) and another financial institution (the Assignee) regarding the transfer of all or part of the Assignor’s rights and obligations under a $100 million loan facility provided to Delta Apparel, Inc., M.J. Soffe Co., and Junkfood Clothing Company. The Assignee agrees to assume the assigned portion of the loan and related obligations, while the Assignor is released from those obligations to the extent assigned. The agreement sets out payment terms, effective date, and conditions for the transfer, including required consents and notices.
to
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
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(i) | this Assignment and Acceptance shall be executed and delivered by Assignor and Assignee; | ||
(ii) | the consent of Agent as required for an effective assignment of the Assigned Commitment Amount by Assignor to Assignee shall have been duly obtained and shall be in full force and effect as of the Effective Date; | ||
(iii) | written notice of such assignment, together with payment instructions, addresses and related information with respect to Assignee, shall have been given to Administrative Borrower and Agent; Assignee shall pay to Assignor all amounts due to Assignor under this Assignment and Acceptance; and | ||
(iv) | the processing fee referred to in Section 2(b) hereof shall have been paid to Agent. |
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[ASSIGNOR] | ||||||
By: | ||||||
Title: | ||||||
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[ASSIGNEE] | ||||||
By: | ||||||
Title: | ||||||
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NOTICE OF ASSIGNMENT AND ACCEPTANCE |
Attn: |
(A) | Notice address: | |||||||
Assignee name: | ||||||||
Address: | ||||||||
Attention: | ||||||||
Telephone: | ||||||||
Telecopier: | ||||||||
(B) | Payment instructions: | |||||||
Account No.: | ||||||||
At: | ||||||||
Reference: | ||||||||
Attention: | ||||||||
Very truly yours, | ||||||
[NAME OF ASSIGNOR] | ||||||
By: | ||||||
Title: | ||||||
[NAME OF ASSIGNEE] | ||||||
By: | ||||||
Title: | ||||||
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ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO: | ||||
AGENT: | ||||
WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent | ||||
By: | ||||
Title: | ||||
BORROWERS*: | ||||
DELTA APPAREL, INC. | ||||
By: | ||||
Title: | ||||
M.J. SOFFE CO. | ||||
By: | ||||
Title: | ||||
JUNKFOOD CLOTHING COMPANY | ||||
By: | ||||
Title: | ||||
* | No signature of Borrowers required if a Default or Event of Default exists. |
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When Average Alternate | ||||||||||
Excess Availability or | Applicable | Applicable | ||||||||
Fixed Charge Coverage Ratio | Prime Rate | Eurodollar | ||||||||
Level | Is: | Margin | Rate Margin | |||||||
Level 1 | ≥ $35,000,000 or >2.5:1 | -.50% | 1.25 | % | ||||||
Level 2 | ≥ $25,000,000 < $35,000,000 or ≥ 2.0:1 and less than 2.5:1 | -.25% | 1.50 | % | ||||||
Level 3 | >15,000,000 <$25,000,000 or ≥ 1.5:1 and less than 2.0:1 | 0 | % | 1.75 | % | |||||
Level 4 | ≤ 15,000,000 or less than 1.5:1 | .25 | % | 2.00 | % |
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OF
DELTA APPAREL, INC.
M.J. SOFFE CO.
AND
JUNKFOOD CLOTHING COMPANY
171 17th Street
4th Floor
Atlanta, Georgia 30363
In connection with certain financing (the Financing) provided or to be provided by you as collateral and administrative agent (together with your successors in such capacity, Agent) and, together with certain other financial institutions, as lenders (collectively Lenders), the undersigned Delta Apparel, Inc. (Delta), M.J. Soffe Co. (Soffe) and Junkfood Clothing Company (Junkfood and, together with Delta and Soffe, the Companies) each represents and warrants to Lender the following information about such Company, its organizational structure and other matters of interest to Lender: |
1. | The full and exact name of the Company as set forth in its certificate of incorporation is as follows: |
Delta: | Delta Apparel, Inc. | |||
Soffe: | M. J. Soffe Co. | |||
Junkfood: | Junkfood Clothing Company |
The Companies use and own the following trade name(s) in the operation of their business (e.g. billing, advertising, etc.): |
Delta: | Delta Apparel, Quail Hollow, Fun Tees* | |||
Soffe: | Soffe, Intensity Athletics* | |||
Junkfood: | Junkfood, Junkfood Clothing Company |
* | names of divisions of Delta/Soffe |
2. | The Companies are registered organizations of the following type:. |
Delta: | corporation | |||
Soffe: | corporation |
1
Junkfood: | corporation |
3. | The Companies were organized on the following dates and under the laws of the following states, and each Company is in good standing under laws of the state of its organization. |
Date | State | |||||
Delta: | December 10, 1999 | Georgia | ||||
Soffe: | September 26, 2003 | North Carolina | ||||
Junkfood: | July 13, 2005 | Georgia |
4. | The organizational identification number of each Company issued by its jurisdiction of organization is as follows: |
Delta: | K950538 | |||||
Soffe: | 0692669 | |||||
Junkfood: | 0548727 |
5. | The Federal Employer Identification Number of the Companies are as follows: |
Delta: | 58 ###-###-#### | |||
Soffe: | 20-0262056 | |||
Junkfood: | 20 ###-###-#### |
6. | The Company is duly qualified and authorized to transact business as a foreign organization in the following states and is in good standing in such states except as provided below: |
Delta: | Alabama, California, Florida, North Carolina, New Jersey, New York, South Carolina, Tennessee | |||
Soffe: | California, Michigan, and New Jersey | |||
Junkfood: | California |
7. | Since its date of organization, the names as set forth in each Companys organizational documentation as filed of record with the applicable state authority has been changed as follows: | ||
Soffe changed its name from MJS Acquisition Company on October 3, 2003. |
8. | Since the date of organization, the Companies have made or entered into the following mergers or acquisitions: | ||
Delta Consolidated Corporation merged into Delta as part of the Delta Woodside Industries reorganization in 2000. | |||
Delta formed Soffe (which was named MJS Acquisition Company) to acquire all of the outstanding stock of M. J. Soffe Co. (which was merged into Soffe as part of that acquisition), and that acquisition was consummated on October 3, 2003. | |||
Delta received 2,496 of the 2,500 issued and outstanding shares of the stock of Delta Apparel Honduras, S.A. as a contribution to capital in connection with the reorganization (four directors of Delta each own one share of the stock of Delta Apparel Honduras). | |||
Delta organized Delta Cortes, S.A. and owns 2,499 of the 2,500 issued and outstanding shares of its stock (Robert W. Humphreys owns one share of the stock of Delta Cortes, S.A.) | |||
Delta organized Delta Campeche, S.A. de C.V. and owns 49 of the 50 issued and outstanding shares of its stock (Robert W. Humphreys owns one share of the stock of Delta Campeche, S.A. de C.V.). | |||
On June 30, 1998, Soffe organized and became the sole member of SAIM. On October 20, 1998, SAIM acquired a 50% membership interest in each of Agencias 7000 S.A. and Soha Textiles, S.A., both Costa Rican corporations. SAIM was dissolved on July 16, 2007. Agencias 7000 S.A. and Soha Textiles, S.A. have also been dissolved. | |||
Delta formed Junkfood to acquire substantially all of the assets of Liquid Blaino Designs, Inc. d/b/a Junkfood. The closing of the asset purchase transaction occurred on August 22, 2005. | |||
On October 3, 2005, Soffe acquired substantially all of the assets of Intensity Athletics Inc. | |||
On October 2, 2006, Delta acquired substantially all of the assets of Fun-Tees, Inc. (the Fun-Tees Acquisition). | |||
In connection with the Fun-Tees Acquisition, Delta acquired from Fun-Tees, Inc. all of the membership interests in Textiles La Paz, LLC and 99.9% of the participation interests in Campeche Sportswear, S. de R.L. de C.V. (Robert H. Humphreys owns a 0.1% participation interest in Campeche Sportswear, S. de R.L. de C.V.). | |||
Delta Apparel Honduras, S.A. owns a 99% interest in Ceiba Textiles, S de R.L. (Robert H. Humphreys owns a 1% interest). Delta Apparel Honduras, S.A. also owns a 15% interest in Green Valley Industrial Park, S.A. | |||
Delta is in the process of organizing and acquiring a 99% interest in Atled Holding Company Honduras, S de R.L. (Robert H. Humphreys will own a 1% interest in Atled |
Holding Company Honduras, S de R.L.). Atled Holding Company is in the process of organizing and acquiring a 99% interest in La Paz Honduras, S de R.L. (Robert H. Humphreys will own a 1% interest in La Paz Honduras, S de R.L.). | |||
9. | The chief executive office and mailing address of each Company is located at the address set forth on part 1 of Schedule 8.2 hereto. | ||
10. | The books and records of the Companies pertaining to accounts, contract rights, inventory, and other assets are located at the addresses specified on part 2 of Schedule 8.2 hereto. | ||
11. | The Companies have other places of business and/or maintain inventory or other assets only at the addresses (indicate whether locations are owned, leased or operated by third parties and if leased or operated by third parties, their name and address) set forth on part 3 of Schedule 8.2 hereto. | ||
12. | Other than set forth on part 3 of Schedule 8.2, there are no places of business or other locations of any assets used by the Companies during the last four (4) months, except for 1201 Abiline Place, Knoxville, TN 37917 (Knoxville Distribution Center). | ||
13. | There are no judgments or litigation pending by or against any Company, its subsidiaries and/or affiliates (excluding Delta Apparel Honduras, S.A., Delta Cortes, S.A., Delta Campeche, S.A. de C.V., Campeche Sportswear, S de R.L. de C.V., Textiles La Paz, LLC, and Ceiba Textiles, S de R.L.) or any of its officers/principals, except as set forth on Schedule 8.6 hereto. | ||
14. | Each Company is affiliated with, or has ownership in, the corporations (including subsidiaries) and other organizations set forth on Schedule 8.13 hereto. | ||
15. | The names of the stockholders (or members or partners, including general partners and limited partners) of the Companies and their holdings are as set forth on Schedule 8.13 hereto. | ||
16. | No Company has any chattel paper (whether tangible or electronic) or instruments as of the date hereof, except for the Junkfood Seller Note. | ||
17. | There is no provision in the certificate of incorporation or by-laws of any Company (as applicable) or the other organizational documents of any Company, or in the laws of the State of its organization, requiring any vote or consent of it shareholders, members or other holders of the equity interests therein to borrow or to authorize the mortgage or pledge of or creation of a security interest in any assets of such Company or any of its subsidiaries. Such power is vested exclusively in its Board of Directors. | ||
18. | The officers of each Company and their respective titles are as follows: |
Delta: | ||||
Robert W. Humphreys | President and Chief Executive Officer | |||
Deborah H. Merrill | Vice President, Chief Financial Officer, and Treasurer | |||
Martha M. Watson | Vice President and Secretary | |||
David Palmer | Vice President and Assistant Treasurer | |||
Soffe: | ||||
James F. Soffe | Chief Executive Officer | |||
Kenneth D. Spires | President | |||
Deborah H. Merrill | Vice President, Chief Financial Officer, and Treasurer | |||
Anthony M. Cimaglia | Vice President of Operations | |||
Keith Bilyeu | Vice President of Finance | |||
Robert W. Humphreys | Vice President | |||
Martha M. Watson | Vice President and Secretary | |||
Junkfood: | ||||
Natalie Grof | Chief Executive Officer | |||
Blaine Halvorson | President | |||
Deborah H. Merrill | Vice President, Chief Financial Office and Treasurer | |||
Robert W. Humphreys | Vice President | |||
Martha M. Watson | Vice President and Secretary |
The following will have signatory powers as to all transactions of each Company with Lender: |
Delta: | ||
Robert W. Humphreys | ||
Deborah H. Merrill | ||
Martha M. Watson | ||
David R. Palmer | ||
Soffe: | ||
Robert W. Humphreys | ||
Deborah H. Merrill | ||
Martha M. Watson | ||
David R. Palmer | ||
Kenneth D. Spires Keith Bilyeu | ||
Junkfood: | ||
Robert W. Humphreys | ||
Deborah H. Merrill | ||
Martha M. Watson |
19. | The members of the Board of Directors of each Company are: | |
Delta: David S. Fraser, William F. Garrett, Elizabeth J. Gatewood, Robert W. Humphreys, Dr. Max Lennon, E. Erwin Maddrey, II, Philip J. Mazzilli, Jr., Buck A. Mickel and David Peterson | ||
Soffe: Robert W. Humphreys, E. Erwin Maddrey, II and Buck A. Mickel | ||
Junkfood: Robert W. Humphreys, E. Erwin Maddrey, II, Buck A. Mickel, Natalie Grof, and Blaine Halvorson | ||
20. | At the present time, there are no delinquent taxes due (including, but not limited to, all payroll taxes, personal property taxes, real estate taxes or income taxes). | |
21. | Certified Public Accountants for the Companies is the firm of: | |
Name: Ernst & Young LLP Address: Atlanta, Georgia Partner Handling Relationship: Nick Franz Were statements uncertified for any fiscal year?: No |
Very truly yours, | ||||||
DELTA APPAREL, INC. | ||||||
By: | ![]() | |||||
Name: Deborah H. Merrill | ||||||
Title: Vice President, CFO and Treasurer | ||||||
M. J. SOFFE CO. | ||||||
By: | ![]() | |||||
Name: Deborah H. Merrill | ||||||
Title: Vice President, CFO and Treasurer | ||||||
JUNKFOOD CLOTHING COMPANY | ||||||
By: | ![]() | |||||
Name: Deborah H. Merrill | ||||||
Title: Vice President |
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INFORMATION CERTIFICATE
A. | Part 1 Chief Executive Office |
Delta: | 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097 | |
Soffe: | One Soffe Drive, Fayetteville, NC 28312 | |
Junkfood: | 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097 |
B. | Part 2 Location of Books and Records | |
In addition to the locations listed in part 1, the Companies have books and records in the following locations: | ||
Delta: |
Soffe: One Soffe Drive , Fayetteville, NC 28312 |
Junkfood: 11725 Mississippi Avenue, Los Angeles California |
C. | Part 3 Locations of Inventory, Equipment and Other Assets | |
Delta: |
Owned/Leased/ | Name/Address of Lessor or | |||
Address | Third Party1* | Third Party, as Applicable | ||
Greenville Executive Offices 322 South Main Street Greenville SC 29601 | Leased | The Peace Center for the Performing Arts 101 West Broad Street Greenville, SC 29601 | ||
Duluth Executive Offices 2750 Premiere Parkway Suite 100 Duluth, GA 30097 | Leased | Duke Realty LP 75 Remittance Drive, Suite 3205 Chicago, IL | ||
FunTees Executive Office 245 Manor Avenue Concord, NC 28025 | Leased | Funco, Inc. 3496 Milford Court Concord, NC 28027 | ||
Maiden Plant P.O. Bx 37 100 West Pine Street Maiden, NC 28650 | Owned | |||
Fayette Plant 1015 Temple Avenue South, Fayette, AL 35555 | Owned | |||
Clinton Distrobution Center 370 JD Yarnell Industrial Parkway Clinton, TN 37716 | Owned | |||
New Jersey Distribution Center Cranbury Business Park Building #5 5 Santa Fe Way Cranberry, NJ 08512 | Leased | Prologis Management, Inc. P.O. Box 198267 Atlanta, GA 30384-8267 |
1 | Indicate in this column next to applicable address whether the location is owned by the Company, leased by the Company or owned and operated by a third party (e.g., warehouse, processor, consignee, etc.) |
Owned/Leased/ | Name/Address of Lessor or | |||
Address | Third Party1* | Third Party, as Applicable | ||
Florida Distribution Center 11500 Miramar Parkway Suite 100 Miramar, FL 33025 | Leased | Industrial Property Fund VI, LLC P.O. Box 404685 Atlanta, GA 30384-4685 | ||
California Distribution Center 13220 Orden Drive Santa Fe Springs, CA 90670 | Leased | Golden Springs Development Company, LLC 13116 Imperial Highway Santa Fe Springs, CA 90670 | ||
Alabama Distribution Center 110 North Bypass Andalusia, Alabama | Leased | Andala Enterprises, Inc. P.O. Box 9414 Pensacola, FL 32513 | ||
New York Sales Offices 1431 Broadway New York, NY 10018 | Leased | G&S Realty 1, LLC 450 7th Avenue Penthouse New York, NY 10123-0101 | ||
FunTees Design 2583 Armentrout Drive Concord, NC | Leased | The Glass Interests, LLC P.O. Box 442 Concord, NC 28026 | ||
FunTees Samples Andrews Street, Plant 10 Concord, NC | Leased | DPM of the Carolinas, LLC 484 Cabarrus Avenue Concord, NC 28027 | ||
Honduras Plant (approx. 70,000 square feet) Zip Buena Vista Carretera a Tegucigalapa Villanueva, Cortes Honduras, C.A. | Leased | ZIP Buena Vista, S.A. Carretera a Tegucigalpa Edificio Administrative Villanueva, Cortes, Honduras | ||
Honduras Plant (approx. 52,000 square feet) Zip Buena Vista Carretera a Tegucigalapa Villanueva, Cortes Honduras, C.A. | Leased | ZIP Buena Vista, S.A. Carretera a Tegucigalpa Edificio Administrative Villanueva, Cortes, Honduras |
Owned/Leased/ | Name/Address of Lessor or | |||
Address | Third Party1* | Third Party, as Applicable | ||
Mexico Plant (Delta Campeche) Barretera Federal 180 Clonia El Molon Tramo Campeche-Bhamtocon, Seybatlaya, Campeche Mexico | Leased | Consorcion de Servicios de Campeche, S.A. de C.V. Carretera antg a Hampolol K.M. 4.5 Colonia Fidel Velazquez San Francisco de Campeche Campeche Mexico | ||
Mexico Plant (Campeche Sportswear) Carretera antg a Hampolot KM 4.5 Colonie Fidel Velazquez San Francisco de Campeche Campeche Mexico | Leased | Consorcion de Servicios de Campeche, S.A. de C.V. Carretera antg a Hampolol K.M. 4.5 Colonia Fidel Velazquez San Francisco de Campeche Campeche Mexico | ||
El Salvador Plant (Textiles La Paz) Km 461/2 Carretera a La Herradura, Zona Franca El Pedregal Rosario, La Paz, El Salvador | Leased | Zona Franca de Exportacion el Pedregal, S.A. Km 46 ½ Carretera a La Herradura Zona Franca El Pedregel El Rosario La Paz, El Salvador | ||
Ceiba Textiles Plant Green Valley Industrial Park Kilometro 26 Carretera de Occidente Quimistan Santa Barbara, Honduras | Leased | Green Valley Industrial Park S.A. de C.V. Edificio Administrativo Kilometro 26 Carretera de Occidente Quimistan Santa Barbara, Honduras |
Owned/Leased/ | Name/Address of Lessor or | |||
Address | Third Party1* | Third Party, as Applicable | ||
Amitex Zona Franca San Marco Edificio No. 5 San Marco, San Salvador, El Salvador | Contractor | |||
Fashion Knits S.A. de C.V. Calle 3 S/N X 20 Y 22 Rumbo Petac Halacho, Yucatan, Mexico | Contractor | |||
Advance Print Works, S.A. de C.V. Calle Hecelchacanillo S/N Intl Entre Av.Governadores Y Calle Tamaulipas Col. Santa Ana CP.24050 Campeche, Campeche, Mexico | Contractor |
Name/Address of Lessor or | |||||
Address | Owned/Leased/Third Party | Third Party, as Applicable | |||
Fayetteville Executive Offices and Plant One Soffe Drive Fayetteville, NC 28312 | Owned | ||||
Maintenance Shop 713 Dunn Road Fayetteville, NC 28312 | Owned | ||||
Warehouse 824-826 Shannon Drive Fayetteville, NC 28303 | Leased | Dorothy McAllister P.O. Box 1610 Pinehurst, NC 28374 | |||
Rowland Plant 13750 US 301 South Rowland, NC | Owned | ||||
Distribution Center | Leased | Middle Road Properties |
Name/Address of Lessor or | ||||
Address | Owned/Leased/Third Party | Third Party, as Applicable | ||
1030 Fort Worth Avenue Fayetteville, NC 28312 | One Soffe Drive Fayetteville, NC 28312 | |||
Lansing Distribution Center 919 Filley Street Lansing, MI 48906 | Leased | Spadafore Distributing Company 635 Filley Street Lansing, MI 48906 | ||
California Distribution Center 13220 Orden Drive Santa Fe Springs, CA 90670 | Leased | Golden Springs Development Company, LLC 13116 Imperial Highway Santa Fe Springs, CA 90670 | ||
New Jersey Distribution Center Cranbury Business Park Building #5 5 Santa Fe Way Cranberry, NJ 08512 | Leased | Prologis Management, Inc. P.O. Box 198267 Atlanta, GA 30384-8267 | ||
Florida Distribution Center 11500 Miramar Parkway Suite 100 Miramar, FL 33025 | Leased | Industrial Property Fund VI, LLC P.O. Box 404685 Atlanta, GA 30384-4685 | ||
Navy Exchange Building 3503 Mississippi Street MF Recruit Store Great Lakes, IL 60088 | Third Party [assigned space in warehouse on United States owned naval base] | |||
Soffe Outlet Store 49JR Road Queens Square Shopping Center Selma, NC 27576 | Leased | Abdalla Building Partnership c/o Carolina Apparel PO Box 249 Selma, NC 27576 | ||
All Star Lettering Co. 13220 Orden Drive Santa Fe Springs, CA 90670 | Decoration Contractor | |||
Amitex Zona Franca San Marcas Edificio No. 5 San Marcos, | Contractor |
Name/Address of Lessor or | ||||
Address | Owned/Leased/Third Party | Third Party, as Applicable | ||
El Salvador, C.A. | ||||
Apple Tree Zona Franca San Marco Edificio, San Salvador El Salvador, CA | Contractor | |||
AMBAR Industries. Ltd. Zona Franca La Vega La Vega Domincan Republic | Contractor | |||
AMBAR Industries, Ltd. 5901 Miami Lakes Drive East Miami Lakes, FL 33104-6140 | Contractor | |||
Chi Fung, S.A. de C.V. Carretera Troncol Del Norte Km 12.5 Apopa, San Salvador El Salvador | Contractor | |||
Hermonos Textiles Zona Franca San Marco San Salvador | Contractor |
Owned/Leased/ | Name/Address of Lessor or | |||
Address | Third Party* | Third Party, as Applicable | ||
11725 and 11727 Mississippi Avenue, Los Angeles California | Leased | Mississippi Associates, Ltd. 433 N. Camden Drive, Suite 82- Beverly Hills, CA 90210 | ||
Suite 314, 525 5th Avenue, NY NY | Leased | 525 Building Co., LLC c/o Olmstead Properties 575 8th Avenue #2400 New York, NY 10018 | ||
3280 Industry Drive, Signal Hill, CA 90755. | Third Party | Oceanaire Sportswear Inc. (screen printer) |
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INFORMATION CERTIFICATE
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INFORMATION CERTIFICATE
Jurisdiction of | ||||||
Name | Incorporation | Percentage Owned | ||||
M. J. Soffe Co. | North Carolina | 100 | % | |||
Junkfood Clothing Company | Georgia | 100 | % | |||
Delta Apparel Honduras, S.A. | Honduras | 100 | %* | |||
Delta Cortes, S.A. | Honduras | 100 | %* | |||
Delta Campeche, S.A. de C.V. | Mexico | 100 | %* | |||
Textiles La Paz, LLC | North Carolina | 100 | % | |||
Campeche Sportswear, S. de R.L. de C.V. | Mexico | 100 | %* | |||
Ceiba Textiles, S de R.L. | Honduras | 100 | %* |
* | See paragraph 8 of this Information Certificate. |
to
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Name of Lender | Commitment | |||||||
1. | Wachovia Bank, National Association | $ | 60,000,000 | |||||
2 | The CIT Group/Commercial Services, Inc. | $ | 20,000,000 | |||||
3. | IDB Bank | $ | 20,000,000 |
Customs Brokers
10800 Northwest 97th Street
Suite 102
Miami, FL 33178
Contact: Igort Delhaya
Telephone ###-###-####
52 N. Jackson Street
POB 2167
Mobile, AL
Telephone ###-###-####
10801 N.W. 97th Street Suite 1
Miami, FL 33178
Telephone ###-###-####
Excluded Real Property
Permitted Holders
Chief Executive Office; Collateral Locations
Existing Liens
File No. of Financing | ||||
Name and Address | Statement/Jurisdiction | |||
of Secured Party | Description of Collateral | (Optional) | ||
Canon Financial Services, Inc. 200 Commerce Square Blvd. Burlington, NJ 08016 | Equipment Lease | 99-5025/Cumberland County Registrar of Deeds | ||
Canon Financial Services, Inc. 200 Commerce Square Blvd. Burlington, NJ 08016 | Equipment Lease | 19990080369/North Carolina Secretary of State |
File No. of Financing | ||||
Name and Address | Statement/Jurisdiction | |||
of Secured Party | Description of Collateral | (Optional) | ||
Continental Business Credit, Inc. 21031 Ventura Boulevard, Suite 900 Woodland Hills, CA 91364 | All now existing and future accounts purchased by Junkfood, instruments, chattel paper, etc.; unpaid sellers rights; rights to any inventory the sale of which creates Accounts; reserves and credit balances; cash and non-cash proceeds of Accounts, etc. blanket filing | GA #060200608281 filed on July 3, 2006. |
Permits
Environmental Matters
Bank Accounts
Collection Account
* |
Collection Account
* |
Collection Account
* |
Disbursement Account
* |
Payroll Account
* |
Accounts Payable
* |
Disbursement Acct
* |
Accounts Payable
* |
Benefit Account
* |
Division Account
* |
* | Portions of this exhibit have been omitted pursuant to a request for confidential information and have been filed separately with the Securities and Exchange Commission. |
* |
* |
* | Portions of this exhibit have been omitted pursuant to a request for confidential information and have been filed separately with the Securities and Exchange Commission. |
Intellectual Property
DELTA EST. 1903 (Reg. No. 2,294,154) | PTO registration | Nov. 23, 1999 | ||
HEALTHKNIT (Reg. No. 1,955,069) | PTO registration | Feb. 6, 1996 | ||
ROYAL FIRST CLASS (Reg. No. 1,405,930) | PTO registration | Aug. 19, 1986 | ||
PRO WEIGHT (Reg. No. 1,463,625) | PTO registration | Nov. 3, 1987 | ||
HEALTHKNIT (Reg. No. 644,790) | PTO registration | Apr. 30, 1957 | ||
HEALTHKNIT (Reg. No. 543,705) | PTO registration | June 12, 1951 | ||
QUAIL HOLLOW (Reg. No. 936,138) | PTO registration | June 20, 1972 | ||
MAGNUM WEIGHT (App. No. 76/611,106) | PTO application | Nov. 29, 2005 | ||
FUN TEES (Reg. No. 1911515) | PTO registration | August 15, 1995 |
| Listed on U.S. PTO website as being registered to another entity (Chadbourn, Inc.) |
www.funtees.com
http://campechesportswear.com
Expiration | ||||||
Trademark | Registration Number | Registration Date | Date | |||
SOFFE (Word Mark) | 1743249 | Clothing, namely jackets, jerseys, tee shirts, shorts, sweat pants, sweatshirts, and sweat suits | 1/29/1992 (renewed) |
Expiration | ||||||
Trademark | Registration Number | Registration Date | Date | |||
SOFFE DRI (Design plus Words) | 77012671 | Approved for publication 8/23/07 | ||||
SOFFE DRI COTTON (Design plus Words)) | 3053916 | January 23, 2006 | ||||
SOFFE DRI SWEATS (Design plus Words) | 77012801 | Approved for publication 8/23/07 | ||||
SOFFE (Design plus Words) | 3053916 | January 31, 2006 |
Trademark Application | Application/Serial Number | Application Date | ||
Cape Fear Trading Company (ITU Application) | 76271105 | June 14, 2001 The final review before registration has been completed for this Intent to Use application and it will register in due course as of 9/19/2007. |
www.mjsoffe.com
Alabama Express
Alabama at Tuscaloosa
Alaska at Anchorage, University of
Appalachian State University
Arizona State University
Arizona, University of
Arkansas at Fayetteville,
University of
Arkansas at Monticello,
University of
Auburn University
Ball State University
Baylor University
Belmont University Bkst/NACS
Bemidji State University
Boise State
Boston College
Boston University
Bowling Green State
Bradley University
Brigham Young University
Brown University*
Bucknell Univ. Bookstore
Cal State at Long Beach
California at Berkeley,
University of
California at Davis, University of
California State at Chico
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Mark/Name | Country | Application # | Registration # | |||
Junk Food | United States | 75/800,195 | 2,589,059 | |||
Junk Food | Canada | TMA685907 | ||||
Junk Food | United States | 78/218,446 | ||||
Junk Food Gourmet | United States | 78/560,398 | ||||
Sweet N Sour | Canada | 1162534 | TMA666948 | |||
Vitamin T | Canada | 1162536 | Abandoned 5/29/06 | |||
Vitamin T | United States | 76/383,769 | 2,863,263 | |||
Junk Mail (standard character mark) | United States | 78995344 | 3286389 (registered 8/28/07) | |||
Sweet and Sour (Design plus Words) | United States | 78828746 | Opposition period completed, a Notice of Allowance has been issued as of 5/22/2007 |
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