Exhibit 4.7
FIRST AMENDMENT TO TRADEMARK SECURITY AGREEMENT
(U.S.)
THIS FIRST AMENDMENT TO TRADEMARK SECURITY AGREEMENT (U.S.) (the
"Amendment") is made and entered into this 30th day of March, 1994, by FORSTMANN
& COMPANY, INC., a Georgia corporation ("Issuer"), and SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION, a national banking association ("Shawmut"), as Trustee for
the equal and ratable benefit of the Holders under that certain Amended and
Restated Indenture, of even date herewith, between Issuer and Shawmut, as
Trustee (the "Indenture"), which amends and restates that certain Indenture,
dated as of April 5, 1993, between Issuer and Shawmut, as Trustee (the "Original
Indenture") (Shawmut in its capacity as Trustee is referred to herein as the
"Secured Party").
W I T N E S S E T H:
WHEREAS, pursuant to the Original Indenture, Issuer issued and delivered to
the purchasers thereof its Senior Secured Floating Rate Notes due October 30,
1997, in the aggregate principal amount of Twenty Million Dollars
($20,000,000.00) (the "1993 Securities");
WHEREAS, in connection with the transactions contemplated by the Original
Indenture, Issuer and the Secured Party entered into that certain Trademark
Security Agreement (U.S.), dated as of April 5, 1993 (the "Agreement"), and
recorded at Reel 950, Frame 224 in the records of the United States Patent and
Trademark Office in Washington, D.C., pursuant to which Issuer granted to the
Secured Party a security interest in and to the "Collateral" (as defined in the
Agreement), including, without limitation, the "Trademarks" and "Trademark
Licenses" (as such terms are defined in the Agreement, including, without
limitation the registrations, recordings, applications and agreements listed on
Schedule I attached hereto and incorporated herein by reference), as security
for the repayment of the 1993 Securities and certain other obligations of Issuer
with respect thereto;
WHEREAS, pursuant to the Indenture, Issuer has issued and delivered to the
purchasers thereof its Senior Secured Floating Rate Notes due October 30, 1997,
in the additional aggregate principal amount of Ten Million Dollars
($10,000,000.00) (the "1994 Securities");
WHEREAS, on August 20, 1993, Issuer filed the trademark application
described on Schedule II attached hereto and incorporated herein by reference,
which application constitutes a "Trademark" under the Agreement;
WHEREAS, Issuer has also agreed to grant to the Secured Party a security
interest in and to the Collateral as security for the repayment of the 1994
Securities and certain other obligations of Issuer with respect thereto; and
WHEREAS, Issuer and the Secured Party desire to amend the Agreement in
accordance with the terms and conditions hereinafter set forth;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual
promises, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The first recital in the Agreement is hereby amended by deleting the
first sentence thereof in its entirety and inserting in lieu thereof the
following:
"A. Pursuant to that certain Indenture, dated as of April 5, 1993
(the "Original Indenture"), between Issuer and the Secured Party, Issuer
issued and delivered to the purchasers thereof its Senior Secured Floating
Rate Notes due October 30, 1997, in the aggregate principal amount of
Twenty Million Dollars ($20,000,000.00) (the "1993 Securities"), and
pursuant to that certain Amended and Restated Indenture, dated as of March
30, 1994 (as hereafter amended, modified or supplemented, the "Indenture"),
between Issuer and the Secured Party (which amended and restated the
Original Indenture), Issuer has issued and delivered to the purchasers
thereof its Senior Secured Floating Rate Notes due October 30, 1997, in the
additional aggregate principal amount of Ten Million Dollars
($10,000,000.00) (the "1994 Securities") (the 1993 Securities and the 1994
Securities, and any renewals, substitutions or modifications thereof or
notes issued pursuant to the Indenture in exchange therefor, are sometimes
hereinafter collectively referred to as the "Securities")."
2. The third recital of the Agreement is hereby amended by deleting the
first sentence thereof in its entirety and inserting in lieu thereof the
following:
"C. Issuer and the Secured Party are parties to that certain Pledge
and Security Agreement, dated as of April 5, 1993, which has been amended
by that certain First Amendment to Pledge and Security Agreement, dated as
of March 30, 1994, between Issuer and the Secured Party (as heretofore or
hereafter amended, the "Security Agreement")."
3. Schedule I to the Agreement is hereby amended by adding thereto the
trademark application described on Schedule II attached hereto.
4. In furtherance of the amendments to the Agreement set forth herein,
and as collateral security for the prompt and complete payment and performance
when due of all of the "Secured Obligations" (as defined in that certain Pledge
and Security Agreement, dated as of April 5, 1993, between Issuer and the
Secured Party, as amended by that certain First Amendment to Pledge and Security
Agreement of even date herewith between Issuer and the Secured Party, and
incorporated by reference in the Agreement (as amended hereby), including,
without limitation, all of the unpaid principal amount of and accrued interest
on the 1994 Securities), Issuer hereby grants to the Secured Party, for the
equal and ratable
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benefit of the "Holders" (as defined in the Indenture), a first priority
security interest in all of Issuer's right, title and interest in and to the
Collateral (including, without limitation, the trademark application described
on Schedule II attached hereto), on the terms and conditions set forth in the
Agreement (all of which are hereby incorporated herein by reference).
5. Issuer hereby represents and warrants to the Secured Party that all of
Issuer's representations and warranties contained in the Agreement are true and
correct as of the date of this Amendment.
6. Except as expressly set forth herein, this Amendment shall not be
deemed to waive, amend or modify any term or condition of the Agreement, which
is hereby ratified and reaffirmed, and which shall remain in full force and
effect.
7. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York without regard to the provisions thereof
regarding conflicts of laws.
IN WITNESS WHEREOF, the undersigned have caused their duly authorized
representatives to execute this Agreement as of the day and year first above
written.
"Issuer"
FORSTMANN & COMPANY, INC.
By:
Title:
"Secured Party"
SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, AS TRUSTEE
By:
Title:
-3-
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On March 30, 1994, before me, the undersigned, personally appeared Rodney
J. Peckham, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed this instrument as Vice President and
Treasurer of Forstmann & Company, Inc. and acknowledged to me that said
corporation executed it pursuant to its by-laws or a resolution of its board of
directors.
Notary Public in and for
said County and State
My commission expires:
SCHEDULE I
----------
Trademark and Service Marks
---------------------------
Registration Registration
Mark Country Date Number
- - ---- ------- ------------ ------------
FORSTMANN FINNESSE United States 7/28/92 1,703,357
(Stylized Letters)
FORSTMANN NEW BREED United States 7/28/92 1,703,355
THE LONG AND SHORT
OF IT
(Stylized Letters)
Casuwools (Stylized United States 7/7/92 1,699,145
Letters)
CASUWOOL United States 1/28/92 1,673,877
FORSTMANN United States 5/8/90 1,595,460
FORSTMANN WOOLENS United States 11/19/68 860,612
FORSTMANN (and United States 5/18/65 789,758
Design)
FORSTMANN (and United States 10/6/53 580,698
Design)
FORSTMANN WOOLENS United States 10/31/53 580,939
QUALITY
CRAFTSMANSHIP STYLE
(and Design)
FORSTMANN (Stylized United States 11/22/49 517,965
Letters)
ANDOVER (Stylized United States 7/5/49 511,789
Letters)
HOCKANUM (Stylized United States 7/16/35 326,108
Letters)
WORUMBO (Stylized United States 4/20/26 211,703
Letters)
TRADEMARK AND SERVICEMARK APPLICATIONS
--------------------------------------
Application Serial
Mark Country Date Number
- - ---- ------- ----------- --------
FORSTMANN
INTERNATIONAL
(and design) United States 9/21/92 74/315,333
TRADEMARK LICENSES
Trademark Licenses with respect to which Issuer is a licensor:
NONE
Trademark Licenses with respect to which Issuer is a licensee:
1. License Agreement effective as of December 28, 1985, between J.P. Stevens &
Co., Inc., as licensor, and Forstmann & Company, Inc., as licensee.
2. Trademark License Agreement for Upholstery Products dated October 16, 1991,
between BASF Corporation, as licensor, and Forstmann & Company, Inc., as
licensee. (Licensing of Zeftron 200 Nylon trademark relating to products
with BASF's fibers or yarns for upholstery).
3. License Agreement dated August 29, 1986 between The Wool Bureau,
Incorporated, as licensor, and Forstmann & Company, Inc., as licensee.
(Licensing of Woolmark (design) trademark relating to pure wool products
and licensing of Woolblend trademark relating to products containing wool).
4. Agreement dated July 1, 1992 between Compagnia Tessile S.p.A., as licensor
and Forstmann & Company, Inc., as licensee. (Licensing of CARPINI
trademark in the format CARPINI USA FOR FORSTMANN INTERNATIONAL relating to
women's and men's apparel).
5. License Agreement dated as of June 1, 1992 between Morton International
Inc., as licensor, and Forstmann & Company, Inc., as licensee. (Licensing
of BIO-PRUF, BIO-PRUF TREATED, BIO-PRUF TREATED LOGO (designs) trademarks
relating to textile and polyethylene upholstery containing Morton's
products).
SCHEDULE II
-----------
TRADEMARK APPLICATION
---------------------
Mark Country Application Date Serial Number
- - ---- ------- ---------------- -------------
FAST FORWARD United States 8/3/93 74/420,131
FORMULA ONE United States 3/17/94 not yet available
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