EX-10.2 AMENDED AND RESTATED PLEDGE/SECURITY AGRMT






Exhibit 10.2




AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT




     This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as
of this 15th day of August, 2008, among the Grantors listed on the signature pages hereof and those
additional entities that hereafter become parties hereto by executing the form of Supplement
attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and
each individually “Grantor”), and SUNTRUST BANK, in its capacity as administrative agent
(together with its successors, “Administrative Agent”).



WITNESSETH:




     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement as of even date
herewith (as amended, restated, supplemented or otherwise modified from time to time, including all
schedules thereto, the “Credit Agreement”) by and among Oxford Industries, Inc., a Georgia
corporation (“Parent”), Tommy Bahama Group, Inc., a Delaware corporation (“TBG”;
together with Parent, each referred to individually as a “Borrower” and, collectively, as
“Borrowers”), the Persons party thereto from time to time as Guarantors, the financial
institutions party thereto from time to time as Issuing Banks, the financial institutions party
thereto from time to time as lenders (“Lenders”) and SunTrust Bank, as the administrative
agent (“Administrative Agent”), the Lender Group (as defined therein) is willing to make
certain financial accommodations available to Borrowers from time to time pursuant to the terms and
conditions thereof; and



     WHEREAS, Administrative Agent has agreed to act as agent for the benefit of the Lender Group
in connection with the transactions contemplated by this Agreement; and



     WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other
Loan Documents and to induce the Lender Group to make financial accommodations to Borrowers as
provided for in the Credit Agreement, Grantors have agreed to grant a continuing security interest
in and to the Collateral in order to secure the prompt and complete payment, observance and
performance of, among other things, (a) all of the present and future obligations of Grantors
arising from this Agreement, the Credit Agreement, the other Loan Documents and the Bank Products
Documents and (b) all Obligations of Borrowers, including, in the case of each of clauses (a) and
(b), reasonable attorneys’ fees and expenses and any interest, fees or expenses that accrue after
the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in
part as a claim in any Insolvency Proceeding (clauses (a) and (b) being hereinafter referred to as
the “Secured Obligations”);



     NOW, THEREFORE, for and in consideration of the recitals made above and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:



     1. Defined Terms. All capitalized terms used herein (including in the preamble and
recitals hereof) without definition shall have the meanings ascribed thereto in the Credit
Agreement. Any terms used in this Agreement that are defined in the UCC shall be construed



 









 




and defined as set forth in the UCC unless otherwise defined herein or in the Credit
Agreement; provided, however, that to the extent that the UCC is used to define any term herein and
such term is defined differently in different Articles of the UCC, the definition of such term
contained in Article 9 of the UCC shall govern. In addition to those terms defined elsewhere in
this Agreement, as used in this Agreement, the following terms shall have the following meanings:




          (a) “Books” means books and Records (including each Grantor’s Records indicating,
summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each
Grantor’s Records relating to such Grantor’s business operations or financial condition, and each
Grantor’s Goods or General Intangibles (other than Trademarks and Intellectual Property Licenses
related thereto) related to such information).




          (b) “Borrowers” has the meaning specified therefor in the recitals to this Agreement.




          (c) “Chattel Paper” means chattel paper (as that term is defined in the UCC) and
includes tangible chattel paper and electronic chattel paper.




          (d) “Collateral” has the meaning specified therefor in Section 2.




          (e) “Commercial Tort Claims” means commercial tort claims (as that term is defined in
the UCC), and includes those commercial tort claims listed on Schedule 2.




          (f) “Copyrights” means copyrights and copyright registrations, including the copyright
registrations and applications for registration listed on Schedule 3, and (i) all renewals
thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under
and with respect thereto, including payments under all licenses entered into in connection
therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the
right to sue for past, present and future infringements and dilutions thereof and (iv) all of each
Grantor’s rights corresponding thereto throughout the world (other than copyrights included in the
definition of “Trademarks” hereunder).




          (g) “Copyright Security Agreement” means each Copyright Security Agreement among
Grantors, or any of them, and Administrative Agent, for the benefit of the Lender Group, in
substantially the form of Exhibit A attached hereto, pursuant to which Grantors have
granted to Administrative Agent, for the benefit of the Lender Group, a security interest in all
their respective Copyrights.




          (h) “Credit Agreement” has the meaning specified therefor in the recitals to this
Agreement.




          (i) “Deposit Account” means any deposit account (as that term is defined in the UCC).




          (j) “Documents” means documents (as that term is defined in the UCC).




          (k) “Draft” means a draft (as that term is defined in the UCC).




 









 








          (l) “Equipment” means equipment (as that term is defined in the UCC).




          (m) “First-Tier Foreign Subsidiary” shall mean any Foreign Subsidiary that is directly
held by Parent or its Domestic Subsidiaries.




          (n) “Fixtures” means fixtures (as that term is defined in the UCC).




          (o) “General Intangibles” means general intangibles (as that term is defined in the
UCC) and, in any event, including payment intangibles, contract rights, rights to payment, rights
arising under common law, statutes, or regulations, choses or things in action, goodwill (including
the goodwill associated with any Trademark), Patents, Trademarks, Copyrights, URLs and domain
names, industrial designs, other industrial or Intellectual Property or rights therein or
applications therefor, whether under license or otherwise, programs, programming materials,
blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension
funds, route lists, rights to payment and other rights under any royalty or licensing agreements,
including Intellectual Property Licenses, infringement claims, computer programs, information
contained on computer disks or tapes, software, literature, reports, catalogs, pension plan
refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims,
uncertificated Equity Interests not constituting a security (as defined in the UCC), and any other
personal property other than commercial tort claims, money, Accounts, Chattel Paper, Deposit
Accounts, Goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other
minerals before extraction.




          (p) “Goods” means goods (as that term is defined in the UCC).




          (q) “Grantor” and “Grantors” has the meaning specified therefor in the
recitals to this Agreement.




          (r) “Insolvency Proceeding” means (a) any case, action or proceeding before any court
or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the
benefit of creditors, composition, marshalling of assets for creditors or other, similar
arrangement in respect of its creditors generally or any substantial portion of its creditors, in
each of case (a) and (b) undertaken under federal, state or foreign law, including the Bankruptcy
Code.




          (s) “Instrument” means an instrument (as that term is defined in the UCC).




          (t) “Intellectual Property” means any and all Intellectual Property Licenses, Patents,
Copyrights, Trademarks and trade secrets.




          (u) “Intellectual Property Licenses” means a license or other agreement granting a
right to use any Patent, Trademark, Copyright or other Intellectual Property, to which a Grantor is
a party, whether as a licensee or a licensor, including the license agreements listed on
Schedule 4, and the right to use any such Patent, Trademark, Copyright or other
Intellectual Property (to the extent permitted by such license) in connection with the enforcement
of the Lender Group’s rights under the Loan Documents, including the right to prepare for sale and
sell




 









 







any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter
covered by such licenses.




          (v) “Inventory” means inventory (as that term is defined in the UCC).




          (w) “Investment Related Property” means (i) investment property (as that term is
defined in the UCC), and (ii) all of the following regardless of whether classified as investment
property under the UCC: all Pledged Interests; Pledged Operating Agreements; and Pledged
Partnership Agreements.




          (x) “Letter-of-Credit Rights” means letter-of-credit rights (as that term is defined
in the UCC).




          (y) “Negotiable Collateral” means Instruments, Letter-of-Credit Rights, Promissory
Notes, Drafts and Documents.




          (z) “Patents” means patents and patent applications, including the patents and patent
applications listed on Schedule 5, and (i) all continuations and continuations-in-part,
(ii) all income, royalties, damages and payments now and hereafter due or payable under and with
respect thereto, including payments under all licenses entered into in connection therewith and
damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue
for past, present and future infringements and dilutions thereof, and (iv) all of each Grantor’s
rights corresponding thereto throughout the world.




          (aa) “Patent Security Agreement” means each Patent Security Agreement among Grantors,
or any of them, and Administrative Agent, for the benefit of the Lender Group, in substantially the
form of Exhibit B attached hereto, pursuant to which Grantors have granted to
Administrative Agent, for the benefit of the Lender Group, a security interest in all their
respective Patents.




          (bb) “Pledged Companies” means, each Person listed on Schedule 6 as a “Pledged
Company”, together with each other Person, all or a portion of whose Equity Interests, are acquired
or otherwise owned by a Grantor after the Agreement Date and are required to be pledged to
Administrative Agent under Section 6.20 of the Credit Agreement, other than any such Equity
Interest excluded from the term “Collateral” under the last paragraph of Section 2.




          (cc) “Pledged Interests” means all of each Grantor’s right, title and interest in and
to all of the Equity Interests now or hereafter owned by such Grantor, regardless of class or
designation, in each of the Pledged Companies, and all substitutions therefor and replacements
thereof, all proceeds thereof and all rights relating thereto, including any certificates
representing the Equity Interests, the right to request after the occurrence and during the
continuation of an Event of Default that such Equity Interests be registered in the name of
Administrative Agent or any of its nominees, the right to receive any certificates representing any
of the Equity Interests and the right to require that such certificates be delivered to
Administrative Agent together with undated powers or assignments of investment securities with
respect thereto, duly endorsed in blank by such Grantor, all warrants, options, share appreciation
rights and other rights, contractual or otherwise, in respect thereof and of all dividends,
distributions of income, profits, surplus, or other compensation by way of income or liquidating
distributions, in cash or in kind,




 









 







and cash, Instruments, and other property from time to time received, receivable, or otherwise
distributed in respect of or in addition to, in substitution of, on account of, or in exchange for
any or all of the foregoing except that Pledged Interests shall not include any property or assets
which are excluded from the term “Collateral” under the last paragraph of Section 2.




          (dd) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in
the form of Exhibit C to this Agreement.




          (ee) “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and
remedies under the limited liability company operating agreements of each of the Pledged Companies
that are limited liability companies.




          (ff) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and
remedies under the partnership agreements of each of the Pledged Companies that are partnerships.




          (gg) “Proceeds” has the meaning specified therefor in Section 2.




          (hh) “Promissory Note” means a promissory note (as that term is defined in the UCC).




          (ii) “Real Property” means any estates or interests in real property now owned or
hereafter acquired by any Grantor and the improvements thereto.




          (jj) “Record” means a record (as that term is defined in the UCC).




          (kk) “Security Interest” has the meaning specified therefor in Section 2.




          (ll) “Secured Obligations” has the meaning specified in the recitals to this
Agreement.




          (mm) “Securities Account” means a securities account (as that term is defined in the
UCC).




          (nn) “Supporting Obligations” means supporting obligations (as such term is defined in
the UCC), and includes Letter-of-Credit Rights and guaranties issued in support of Accounts,
Chattel Paper, Documents, General Intangibles, Instruments, or Investment Related Property.




          (oo) “Trademarks” means trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks, service mark applications, and Copyrights
(whether or not registered) embodied in any of the foregoing or related to works with which the
goodwill of any Grantor has become associated, and (i) all renewals thereof, (ii) all income,
royalties, damages and payments now and hereafter due or payable under and with respect thereto,
including payments under all licenses entered into in connection therewith and damages and payments
for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and
future infringements and dilutions thereof, (iv) the goodwill of each




 









 







Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each
Grantor’s rights corresponding thereto throughout the world.




     (pp) “URL” means “uniform resource locator,” an internet web address.



     2. Grant of Security. Each Grantor hereby unconditionally grants, assigns, and
pledges to Administrative Agent, for the benefit of the Lender Group, a continuing security
interest (hereinafter referred to as the “Security Interest”) in all personal property of
such Grantor whether now owned or hereafter acquired or arising and wherever located, including
such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter
acquired or arising and wherever located (the “Collateral”):



          (a) all of such Grantor’s Accounts (other than Accounts related to the Grantor’s Trademarks
and Intellectual Property Licenses related thereto);




          (b) all of such Grantor’s Books;




          (c) all of such Grantor’s Chattel Paper;




          (d) all of such Grantor’s interest with respect to any Deposit Account;




          (e) all of such Grantor’s Equipment and fixtures;




          (f) all of such Grantor’s General Intangibles (other than Trademarks or Intellectual Property
Licenses related thereto);




          (g) all of such Grantor’s Inventory;




          (h) all of such Grantor’s Investment Related Property;




          (i) all of such Grantor’s Negotiable Collateral;




          (j) all of such Grantor’s rights in respect of Supporting Obligations;




          (k) all of such Grantor’s interest with respect to any Commercial Tort Claims listed on
Schedule 2;




          (l) all of such Grantor’s money, Cash Equivalents, or other assets of each such Grantor that
now or hereafter come into the possession, custody, or control of Administrative Agent or any other
member of the Lender Group; and




          (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing,
including proceeds of insurance or commercial tort claims covering or relating to any or all of the
foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General
Intangibles (other than Trademarks or Intellectual Property Licenses related thereto), Inventory,
Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other
tangible or intangible property resulting from the sale, lease, license, exchange, collection, or
other disposition of any of the foregoing, the proceeds of any award in




 









 







condemnation with respect to any of the property of Grantors constituting Collateral, any
rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any
portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of,
damage to, or destruction of the above, whether insured or not insured, and, to the extent not
otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or
otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without
limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or
received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise
disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any
indemnity or guaranty payable to any Grantor or Administrative Agent from time to time with respect
to any of the Investment Related Property.




     Notwithstanding anything contained in this Section 2 to the contrary, the term
“Collateral” shall not include: (i) any of the Equity Interests of a Foreign Subsidiary of a
Grantor other than a First-Tier Foreign Subsidiary of such Grantor, (ii) with respect to any
First-Tier Foreign Subsidiary of a Grantor, any Equity Interests in excess of sixty-five percent
(65%) of the Equity Interests of such First-Tier Foreign Subsidiary, together with all certificates
representing such Equity Interests, all Proceeds thereof and all rights relating thereto, (iii) any
Equity Interests in an Excluded Subsidiary, (iv) any Equity Interests in Patch Licensing LLC, (v)
any Trademark or any Intellectual Property License related thereto owned by any Grantor (as
licensor or as licensee) and any Proceeds related thereto.



     3. Security for Obligations. This Agreement and the Security Interest created hereby
secures the payment and performance of all of the Secured Obligations, whether now existing or
arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the
payment of all amounts which constitute part of the Secured Obligations and would be owed by
Grantors, or any of them, to Administrative Agent or any other member of the Lender Group, but for
the fact that they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any other Grantor.



     4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each
of the Grantors shall remain liable under the contracts and agreements included in the Collateral,
including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all
of the duties and obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by Administrative Agent or any other member of the Lender Group of any
of the rights hereunder shall not release any Grantor from any of its duties or obligations under
such contracts and agreements included in the Collateral, and (c) no member of the Lender Group
shall have any obligation or liability under such contracts and agreements included in the
Collateral by reason of this Agreement, nor shall any member of the Lender Group be obligated to
perform any of the obligations or duties of any Grantors thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur
and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or other
Loan Documents, Grantors shall have the right to possession and enjoyment of the Collateral for the
purpose of conducting the ordinary course of their respective businesses, subject to and upon the
terms hereof and of the Credit Agreement and the other Loan Documents. Without limiting the
generality of the foregoing, it is the intention of the parties hereto that record and beneficial
ownership of the



 









 




Pledged Interests, including all voting, consensual, and dividend rights, shall remain in the
applicable Grantor until the occurrence of an Event of Default and until Administrative Agent shall
notify the applicable Grantor of Administrative Agent’s exercise of voting, consensual, or dividend
rights with respect to the Pledged Interests pursuant to Section 15 hereof.




     5. Representations and Warranties. Each Grantor hereby represents and warrants as
follows:



          (a) The exact legal name of each of the Grantors is set forth on the signature pages of this
Agreement or a written notice provided to Administrative Agent pursuant to Section 8.7(f)
of the Credit Agreement. No Grantor conducts, and, during the five-year period immediately
preceding the Agreement Date, no Grantor has conducted, business under any trade name or other name
other than those set forth on Schedule 1 attached hereto.




          (b) Such Grantor’s organizational identification number (within the meaning of Section
9-516(b)(5)(C)(iii) of the UCC), and its chief executive office, principal place of business and
the place where such Grantor maintains its records concerning the Collateral is set forth on
Schedule 1. If such Grantor is a corporation, limited liability company, limited
partnership, corporate trust or other registered organization, the state under whose law such
registered organization was organized is set forth on Schedule 1.




          (c) Intentionally Omitted.




          (d) Intentionally Omitted.




          (e) This Agreement creates a valid security interest in the Collateral of each of Grantors, to
the extent a security interest therein can be created under the UCC, securing the payment of the
Secured Obligations. Except to the extent a security interest in the Collateral cannot be
perfected by the filing of a financing statement under the UCC, all filings and other actions
necessary or desirable to perfect and protect such security interest have been duly taken or will
have been taken upon the filing of financing statements listing each applicable Grantor, as a
debtor, and Administrative Agent, as secured party, in the jurisdictions listed next to such
Grantor’s name on Schedule 7. Upon the making of such filings, Administrative Agent shall
have a first priority perfected security interest in the Collateral of each Grantor to the extent
such security interest can be perfected by the filing of a financing statement subject only to
Permitted Liens. All action by any Grantor necessary to protect and perfect such security interest
on such Collateral has been duly taken.




          (f) (i) Except for the Security Interest created hereby, each Grantor is and will at all times
be the sole holder of record and the legal and beneficial owner, free and clear of all Liens of the
Pledged Interests indicated on Schedule 6 as being owned by such Grantor and, when acquired
by such Grantor, any Pledged Interests acquired after the Agreement Date; (ii) all of the Pledged
Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged
Interests constitute or will constitute the percentage of the issued and outstanding Equity
Interests of the Pledged Companies of such Grantor identified on Schedule 6 as supplemented
or modified by any Pledged Interests Addendum or any Supplement to this Agreement; (iii) such
Grantor has the right and requisite authority to pledge the Investment Related Property pledged




 









 







by such Grantor to Administrative Agent as provided herein; (iv) all actions necessary to
perfect, establish the first priority (subject to any Permitted Liens) of, or otherwise protect,
Administrative Agent’s Security Interest in the Investment Related Collateral, and the proceeds
thereof, will have been duly taken, (A) upon the execution and delivery of this Agreement; (B) upon
the taking of possession by Administrative Agent of any certificates constituting the Pledged
Interests, to the extent such Pledged Interests are represented by certificates, together with
undated powers endorsed in blank by the applicable Grantor, (C) upon the filing of financing
statements in the applicable jurisdiction set forth on Schedule 7 for such Grantor with
respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D)
with respect to any Securities Accounts, upon the delivery of control agreements with respect
thereto; and (v) each Grantor has delivered to and deposited with Administrative Agent (or, with
respect to any Pledged Interests created or obtained after the Agreement Date, will deliver and
deposit in accordance with Sections 6(a) and 8 hereof) all certificates
representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are
represented by certificates, and undated powers endorsed in blank with respect to such
certificates. None of the Pledged Interests owned or held by such Grantor has been issued or
transferred in violation of any securities registration, securities disclosure or similar laws of
any jurisdiction to which such issuance or transfer may be subject.




          (g) No consent, approval, authorization, or other order or other action by, and no notice to
or filing with, any Governmental Authority or any other Person is required (i) for the grant of a
Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the
execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by
Administrative Agent of the voting or other rights provided for in this Agreement with respect to
the Investment Related Property or the remedies in respect of the Collateral pursuant to this
Agreement, except as may be required in connection with such disposition of Investment Related
Property by laws affecting the offering and sale of securities generally.




     6. Covenants. Each Grantor, jointly and severally, covenants and agrees with
Administrative Agent and the other members of the Lender Group that from and after the date of this
Agreement and until the date of termination of this Agreement in accordance with Section 22
hereof:



          (a) Possession of Collateral. In the event that any Collateral, including proceeds,
is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel
Paper, individually or in the aggregate, in the face amount of at least $1,000,000, and if and to
the extent that perfection or priority of Administrative Agent’s Security Interest is dependent on
or enhanced by possession, the applicable Grantor, promptly, but in any case within ten (10)
Business Days thereof, upon the request of Administrative Agent and in accordance with Section
8 hereof, shall execute such other documents and instruments as shall be requested by
Administrative Agent or, if applicable, endorse and deliver physical possession of such Negotiable
Collateral, Investment Related Property, or Chattel Paper to Administrative Agent, together with
such undated powers endorsed in blank as shall be requested by Administrative Agent;




 









 








          (b) Chattel Paper.




               (i) Each Grantor shall take all steps reasonably necessary to grant Administrative Agent
control of all electronic Chattel Paper in accordance with the UCC and all “transferable records”
as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of
the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant
jurisdiction with respect to Chattel Paper, individually or in the aggregate, in the face amount of
at least $1,000,000;



               (ii) If any Grantor retains possession of any Chattel Paper or Instruments, individually or in
the aggregate, in the face amount of at least $1,000,000 (which retention of possession shall be
subject to the extent permitted hereby and by the Credit Agreement), promptly upon the request of
Administrative Agent, such Chattel Paper and Instruments shall be marked with the following legend:
“This writing and the obligations evidenced or secured hereby are subject to the Security Interest
of SunTrust Bank, as Administrative Agent for the benefit of the Lender Group”;



          (c) Control Agreements.




               (i) Each Grantor shall obtain an authenticated Blocked Account Agreement, in form and
substance satisfactory to Administrative Agent, as required pursuant to Section 6.15 of the Credit
Agreement;



               (ii) Each Grantor shall obtain authenticated control agreements, all in form and substance
satisfactory to Administrative Agent, from each issuer (other than a Pledged Company) of
uncertificated securities, securities intermediary, or commodities intermediary issuing or holding
any financial assets or commodities to or for any Grantor, individually or in the aggregate, having
a value of more than $1,000,000 and to the extent otherwise constituting Collateral;



          (d) Letter-of-Credit Rights. Each Grantor that is or becomes the beneficiary of a
letter of credit shall promptly (and in any event within thirty (30) days after becoming a
beneficiary), notify Administrative Agent thereof and, as to Letter-of-Credit Rights arising under
letters of credit, individually or in the aggregate, having a face amount of more than $1,000,000,
upon the request by Administrative Agent, enter into a tri-party agreement with Administrative
Agent and the issuer or confirmation bank with respect to Letter-of-Credit Rights assigning such
Letter-of-Credit Rights to Administrative Agent and directing all payments thereunder to
Administrative Agent, all in form and substance satisfactory to Administrative Agent;




          (e) Commercial Tort Claims. Each Grantor shall promptly (and in any event within ten
(10) Business Days of receipt thereof), notify Administrative Agent in writing upon incurring or
otherwise obtaining a Commercial Tort Claim which if successful would involve a claim having a
projected value of at least $1,000,000, after the date hereof against any third party and, upon
request of Administrative Agent, promptly amend Schedule 2 to this Agreement, authorize the
filing of additional financing statements or amendments to existing financing statements and do
such other acts or things deemed necessary or desirable by Administrative




 









 







Agent to give Administrative Agent a first priority, perfected security interest in any such
Commercial Tort Claim;




          (f) Intentionally Omitted;




          (g) Intellectual Property.




               (i) Upon request of Administrative Agent, in order to facilitate filings with the United
States Patent and Trademark Office and the United States Copyright Office, each Grantor shall
execute and deliver to Administrative Agent one or more Copyright Security Agreements or Patent
Security Agreements to evidence Administrative Agent’s Lien on such Grantor’s Patents or
Copyrights, and the General Intangibles (other than Trademarks and Intellectual Property Licenses
related thereto) of such Grantor relating thereto or represented thereby, in each case, except to
the extent excluded from the term “Collateral” under the last paragraph of Section 2;



               (ii) Each Grantor shall have the duty, to the extent materially necessary or economically
desirable, in the good faith judgment of such Grantor, in the operation of such Grantor’s business,
(A) to promptly sue for infringement, misappropriation, or dilution and to recover any and all
damages for such infringement, misappropriation, or dilution, (B) to prosecute diligently any
trademark application or service mark application that is part of the Trademarks pending as of the
date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any
patent application that is part of the Patents pending as of the date hereof or hereafter until the
termination of this Agreement, and (D) to take all reasonable and necessary action to preserve and
maintain all of such Grantor’s Trademarks, Patents, Copyrights and Intellectual Property Licenses
related thereto, and its rights therein, including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and interference and cancellation
proceedings. Any expenses incurred in connection with the foregoing shall be borne by the
appropriate Grantor. Each Grantor further agrees not to abandon any Trademark, Patent, Copyright,
or Intellectual Property License related thereto that is materially necessary or economically
desirable in the operation of such Grantor’s business without the prior written consent of
Administrative Agent, except as permitted by the Credit Agreement;



               (iii) Grantors acknowledge and agree that the members of the Lender Group shall have no duties
with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses related
thereto. Without limiting the generality of this Section 6(g), Grantors acknowledge and
agree that no member of the Lender Group shall be under any obligation to take any steps necessary
to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses
related thereto against any other Person, but Administrative Agent or any member of the Lender
Group may do so at its option from and after the occurrence and during the continuance of an Event
of Default, and all expenses incurred in connection therewith (including reasonable fees and
expenses of attorneys and other professionals) shall be for the sole account of Borrowers and shall
be chargeable to the Loan Account;



               (iv) Promptly upon any filing of an application for the registration of any Patent with the
United States Patent and Trademark Office or any Copyright with the United



 









 




States Copyright Office or any similar office or agency, each Grantor shall comply with
Section 6(g)(i) hereof;




          (h) Investment Related Property.




               (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the
Agreement Date (other than Dividends paid in cash), it shall promptly (and in any event within
thirty (30) Business Days of receipt thereof) deliver to Administrative Agent a duly executed
Pledged Interests Addendum identifying such Pledged Interests;



               (ii) Upon the occurrence and during the continuance of an Event of Default, all sums of money
and property paid or distributed in respect of the Pledged Interests which are received by any
Grantor shall be held by the Grantors in trust for the benefit of Administrative Agent segregated
from such Grantor’s other property, and such Grantor shall deliver it forthwith to Administrative
Agent in the exact form received;



               (iii) No Grantor shall make or consent to any amendment or other modification or waiver with
respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or
enter into any agreement or permit to exist any restriction with respect to any Pledged Interests
to the extent prohibited under the terms and conditions of the Credit Agreement;



               (iv) Each Grantor agrees that it will cooperate with Administrative Agent in obtaining all
necessary approvals and making all necessary filings under federal, state or local law in
connection with the Security Interest on the Pledged Interests or any sale or transfer thereof;



               (v) As to all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and
covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be
dealt in or traded on securities exchanges or in securities markets, (B) do not and will not
constitute investment company securities, and (C) are not and will not be held by such Grantor in a
securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership
Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged
Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any
relevant jurisdiction;



          (i) Intentionally Omitted;




          (j) Transfers and Other Liens. Grantors shall not (i) sell, assign (by operation of
law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the
Collateral, except expressly permitted by the Credit Agreement, or (ii) create or permit to exist
any Lien upon or with respect to any of the Collateral of any of Grantors, except for Permitted
Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute
Administrative Agent’s consent to any sale or other disposition of any of the Collateral otherwise
prohibited under this Agreement or the other Loan Documents; and




 









 








          (k) Other Actions as to Any and All Collateral. Each Grantor shall promptly (and in
any event within ten (10)) Business Days of acquiring or obtaining such Collateral) notify
Administrative Agent in writing upon acquiring or otherwise obtaining any Collateral after the date
hereof consisting of Investment Related Property (other than any security or security entitlement
that is maintained in a securities account which is subject to a tri-party control agreement among
the Administrative Agent, the applicable Grantor and the securities intermediary), Chattel Paper
(electronic, tangible or otherwise), promissory notes (as defined in the UCC), or Instruments, in
each case, individually or in the aggregate, having a face amount of at least $1,000,000 and upon
the request of Administrative Agent and in accordance with Section 8 hereof, promptly
execute such other documents, or if applicable, deliver such Chattel Paper, other documents or
certificates evidencing any Investment Related Property in accordance with Section 6 hereof
and do such other acts or things deemed necessary or desirable by Administrative Agent to protect
Administrative Agent’s Security Interest therein.




     7. Relation to Other Security Documents. The provisions of this Agreement shall be
read and construed with the other Loan Documents referred to below in the manner so indicated.



          (a) Credit Agreement. In the event of any conflict between any provision in this
Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall
control.




          (b) Patent and Copyright Security Agreements. The provisions of the Copyright
Security Agreements and Patent Security Agreements are supplemental to the provisions of this
Agreement, and nothing contained in the Copyright Security Agreements or the Patent Security
Agreements shall limit any of the rights or remedies of Administrative Agent hereunder.




     8. Further Assurances.



          (a) Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly
execute and deliver all further instruments and documents, and take all further action, that may be
necessary or that Administrative Agent may reasonably request, in order to perfect and protect any
Security Interest granted or purported to be granted hereby or to enable Administrative Agent to
exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.




          (b) Each Grantor authorizes the filing by Administrative Agent financing or continuation
statements, or amendments thereto, and such Grantor will execute and deliver to Administrative
Agent such other instruments or notices, as may be necessary or as Administrative Agent may
reasonably request, in order to perfect and preserve the Security Interest granted or purported to
be granted hereby.




          (c) Each Grantor authorizes Administrative Agent at any time and from time to time to file,
transmit, or communicate, as applicable, financing statements and amendments describing the
Collateral as defined herein.




          (d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in




 









 







connection with this Agreement without the prior written consent of Administrative Agent,
subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.




     9. Administrative Agent’s Right to Perform Contracts. Upon the occurrence and during
the continuance of an Event of Default, Administrative Agent (or its designee) may proceed to
perform any and all of the obligations of any Grantor contained in any contract, lease, or other
agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor
itself could.



     10. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints Administrative Agent its attorney-in-fact, with full authority in the place and stead of
such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has
occurred and is continuing under the Credit Agreement, to take any action and to execute any
instrument which Administrative Agent may reasonably deem necessary or advisable to accomplish the
purposes of this Agreement, including:



          (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in connection with the Accounts constituting
Collateral or any other Collateral of such Grantor;




          (b) to receive and open all mail addressed to such Grantor and to notify postal authorities to
change the address for the delivery of mail to such Grantor to that of Administrative Agent;




          (c) to receive, indorse, and collect any Drafts or other Instruments, Documents, Negotiable
Collateral or Chattel Paper;




          (d) to file any claims or take any action or institute any proceedings which Administrative
Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor
or otherwise to enforce the rights of Administrative Agent with respect to any of the Collateral;




          (e) to repair, alter, or supply Goods, if any, necessary to fulfill in whole or in part the
purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor
constituting Collateral;




          (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial
designs, Copyrights, advertising matter or other industrial or intellectual property rights, in
advertising for sale and selling Inventory and other Collateral and to collect any amounts due
under Accounts constituting Collateral, contracts or Negotiable Collateral of such Grantor to the
extent permitted under applicable licenses agreements or as permitted by Applicable Law; and




          (g) Administrative Agent on behalf of the Lender Group shall have the right, but shall not be
obligated, to bring suit in its own name to enforce the Patents, Copyrights and Intellectual
Property Licenses related to Patents and Copyrights and, if Administrative Agent shall commence any
such suit, the appropriate Grantor shall, at the request of Administrative




 









 







Agent, do any and all lawful acts and execute any and all proper documents reasonably required
by Administrative Agent in aid of such enforcement.




     To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an
interest and shall be irrevocable until this Agreement is terminated.



     11. Administrative Agent May Perform. If any of Grantors fails to perform any
agreement contained herein, Administrative Agent may itself perform, or cause performance of, such
agreement, and the reasonable expenses of Administrative Agent incurred in connection therewith
shall be payable, jointly and severally, by Grantors.



     12. Administrative Agent’s Duties. The powers conferred on Administrative Agent
hereunder are solely to protect Administrative Agent’s interest in the Collateral, for the benefit
of the Lender Group, and shall not impose any duty upon Administrative Agent to exercise any such
powers. Except for the safe custody of any Collateral in its actual possession and the accounting
for moneys actually received by it hereunder, Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. Administrative Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in its actual
possession if such Collateral is accorded treatment substantially equal to that which
Administrative Agent accords its own property.



     13. Collection of Certain Accounts, Certain General Intangibles and Negotiable
Collateral. At any time upon the occurrence and during the continuation of an Event of
Default, Administrative Agent or Administrative Agent’s designee may (a) notify Account Debtors of
any Grantor to pay all amounts owing on Accounts constituting Collateral to Administrative Agent,
for the benefit of the Lender Group, and (b) collect the Accounts, General Intangibles and
Negotiable Collateral (in each case to the extent constituting Collateral) directly, and any
collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the
Loan Documents.



     14. Disposition of Pledged Interests by Administrative Agent. None of the Pledged
Interests existing as of the date of this Agreement are, and none of the Pledged Interests
hereafter acquired on the date of acquisition thereof will be, registered or qualified under the
various federal or state securities laws of the United States and disposition thereof after an
Event of Default may be restricted to one or more private (instead of public) sales in view of the
lack of such registration. Each Grantor understands that in connection with such disposition,
Administrative Agent may approach only a restricted number of potential purchasers and further
understands that a sale under such circumstances may yield a lower price for the Pledged Interests
than if the Pledged Interests were registered and qualified pursuant to federal and state
securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if
Administrative Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged
Interests or any portion thereof to be sold at a private sale, Administrative Agent shall have the
right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm
(but shall not be obligated to seek such advice and the failure to do so shall not be considered in
determining the commercial reasonableness of such action) as to the best manner



 









 




in which to offer the Pledged Interest or any portion thereof for sale and as to the best
price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive
evidence that Administrative Agent has handled the disposition in a commercially reasonable manner.




     15. Voting Rights.



          (a) Upon the occurrence and during the continuation of an Event of Default, (i) Administrative
Agent may, at its option, and with prior notice to any Grantor, and in addition to all rights and
remedies available to Administrative Agent under any other agreement, at law, in equity, or
otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of
the Pledged Interests owned by such Grantor, but under no circumstances is Administrative Agent
obligated by the terms of this Agreement to exercise such rights, and (ii) if Administrative Agent
duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints
Administrative Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote
such Pledged Interests in any manner Administrative Agent deems advisable for or against all
matters submitted or which may be submitted to a vote of shareholders, partners or members, as the
case may be. The power-of-attorney granted hereby is coupled with an interest and shall be
irrevocable.




          (b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it,
such Grantor covenants and agrees that it will not, without the prior written consent of
Administrative Agent, vote or take any consensual action with respect to such Pledged Interests
which would materially adversely affect the rights of Administrative Agent and the other members of
the Lender Group with respect to the Borrower Parties taken as a whole.




     16. Remedies. Upon the occurrence and during the continuance of an Event of Default:



          (a) Administrative Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it,
all the rights and remedies of a secured party on default under the UCC or any other Applicable
Law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any
such event, Administrative Agent without demand of performance or other demand, advertisement or
notice of any kind (except a notice specified below of time and place of public or private sale) to
or upon any of Grantors or any other Person (all and each of which demands, advertisements and
notices are hereby expressly waived to the maximum extent permitted by the UCC or any other
Applicable Law), may take immediate possession of all or any portion of the Collateral and (i)
require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon
request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by
Administrative Agent and make it available to Administrative Agent at one or more locations where
such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell
the Collateral or any part thereof in one or more parcels at public or private sale, at any of
Administrative Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as
Administrative Agent may deem commercially reasonable. Each Grantor agrees that, to the extent
notice of sale shall be required by law, at least 10 days notice to any of Grantors of the time and
place of any public sale or the time after




 









 







which any private sale is to be made shall constitute reasonable notification and specifically
such notice shall constitute a reasonable “authenticated notification of disposition” within the
meaning of Section 9-611 of the UCC. Administrative Agent shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any
public or private sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it was so adjourned.




          (b) Administrative Agent is hereby granted a license or other right to use, without liability
for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any
name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain
names, industrial designs, other industrial or Intellectual Property or any property of a similar
nature, whether owned by any of Grantors or with respect to which any of Grantors have rights under
license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale,
advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and
all franchise agreements shall inure to the benefit of Administrative Agent in each case, to the
extent permitted under applicable licenses and franchise agreements or as permitted by Applicable
Law.




          (c) Any cash held by Administrative Agent as Collateral and all cash proceeds received by
Administrative Agent in respect of any sale of, collection from or other realization upon all or
any part of the Collateral shall be applied against the Secured Obligations in the order set forth
in the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all
of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any
such deficiency.




          (d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial
transaction, and agrees that if an Event of Default shall occur and be continuing, Administrative
Agent shall, to the extent permitted by Applicable Law, have the right to an immediate writ of
possession without notice of a hearing. Administrative Agent shall have the right to the
appointment of a receiver for the properties and assets of each of Grantors, and each Grantor
hereby consents to such rights and such appointment and hereby waives any objection such Grantors
may have thereto or the right to have a bond or other security posted by Administrative Agent.




     17. Remedies Cumulative. Each right, power, and remedy of Administrative Agent as
provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law
or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition
to every other right, power, or remedy provided for in this Agreement or in the other Loan
Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by Administrative Agent, of any one or more of such rights,
powers, or remedies shall not preclude the simultaneous or later exercise by Administrative Agent
of any or all such other rights, powers, or remedies.



     18. Marshaling. Administrative Agent shall not be required to marshal any present or
future collateral security (including but not limited to the Collateral) for, or other assurances
of payment of, the Secured Obligations or any of them or to resort to such collateral security or



 









 




other assurances of payment in any particular order, and all of its rights and remedies
hereunder and in respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing or arising. To the
extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to
the marshaling of collateral which might cause delay in or impede the enforcement of Administrative
Agent’s rights and remedies under this Agreement or under any other instrument creating or
evidencing any of the Secured Obligations or under which any of the Secured Obligations is
outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise
assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the
benefits of all such laws.




     19. Intentionally Omitted.



     20. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no
consent to any departure by any of Grantors herefrom, shall in any event be effective unless the
same shall be in writing and signed by Administrative Agent, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given. No
amendment of any provision of this Agreement shall be effective unless the same shall be in writing
and signed by Administrative Agent and each of Grantors to which such amendment applies.



     21. Addresses for Notices. All notices and other communications provided for
hereunder shall be given in the form and manner and delivered to Administrative Agent at its
address specified in the Credit Agreement, and to any of the Grantors at their respective addresses
specified in the Credit Agreement or, as to any party, at such other address as shall be designated
by such party in a written notice to the other party.



     22. Continuing Security Interest: Assignments under Credit Agreement. This Agreement
shall create a continuing security interest in the Collateral and shall (a) remain in full force
and effect until the Obligations have been repaid in full in cash, or otherwise satisfied to the
satisfaction of the Lender Group, in accordance with the provisions of the Credit Agreement and the
Revolving Loan Commitment has expired or has been terminated, (b) be binding upon each of Grantors,
and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable
by, Administrative Agent, and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the
Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations
under the Credit Agreement to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon
repayment in full in cash, or other satisfaction to the satisfaction of the Lender Group, of the
Obligations in accordance with the provisions of the Credit Agreement and the expiration or
termination of the Revolving Loan Commitment, the Security Interest granted hereby shall terminate
and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At
such time, Administrative Agent will authorize the filing of appropriate



 









 




termination statements to terminate such Security Interests. No transfer or renewal,
extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan
Document, or any other instrument or document executed and delivered by any Grantor to
Administrative Agent nor any additional Advances or other loans made by any Lender to Borrowers,
nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors,
or any of them, by Administrative Agent, nor any other act of any member of the Lender Group shall
release any of Grantors from any obligation, except a release or discharge executed in writing by
Administrative Agent in accordance with the provisions of the Credit Agreement. Administrative
Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its
rights or remedies hereunder, unless such waiver is in writing and signed by Administrative Agent
and then only to the extent therein set forth. A waiver by Administrative Agent of any right or
remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy
which Administrative Agent would otherwise have had on any other occasion.




     23. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.



          (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.




          (b) FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP
WITH RESPECT TO THIS AGREEMENT, EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK
AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN
THE STATE OF NEW YORK, ADMINISTRATIVE BORROWER, OR SUCH OTHER PERSON AS SUCH GRANTOR SHALL
DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO ADMINISTRATIVE AGENT (THE “DESIGNEE”). THE
CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE LENDER GROUP SHALL FOR ALL PURPOSES
AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH
GRANTOR AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH GRANTOR SERVICE OF WRITS, OR
SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF NEW YORK, WHICH SERVICE SHALL BE DEEMED EFFECTIVE
PERSONAL SERVICE ON SUCH GRANTOR SERVED WHEN DELIVERED TO THE DESIGNEE, WHETHER OR NOT SUCH
DESIGNEE GIVES NOTICE TO SUCH GRANTOR; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL
BE DEEMED TO BE MADE WHEN PERSONALLY DELIVERED. IF THE DESIGNEE IS THE ADMINISTRATIVE BORROWER OR
AN AFFILIATE OF ADMINISTRATIVE BORROWER, SERVICE SHALL BE MADE ON DESIGNEE BY DELIVERY TO THE
DESIGNEE’S AGENT REGISTERED WITH THE NEW YORK SECRETARY OF STATE FOR SERVICE OF PROCESS. IN THE
EVENT THAT, FOR ANY REASON, SUCH DESIGNEE SHALL NO LONGER SERVE AS DESIGNEE FOR A GRANTOR TO
RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK, SUCH GRANTOR SHALL SERVE AND ADVISE THE
ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES EACH GRANTOR WILL MAINTAIN AN




 









 







AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK ON BEHALF OF SUCH GRANTOR WITH
RESPECT TO THIS AGREEMENT. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE
MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.




          (c) EACH GRANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR
THE LAYING OF VENUE OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES SITTING IN NEW YORK COUNTY, NEW YORK, AND HEREBY
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




          (d) EACH GRANTOR AND EACH MEMBER OF THE LENDER GROUP TO THE EXTENT PERMITTED BY APPLICABLE LAW
WAIVES, AND OTHERWISE AGREES NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM OF ANY TYPE IN WHICH ANY GRANTOR, ANY MEMBER OF THE LENDER GROUP OR ANY
OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY
OR INDIRECTLY OUT OF THIS AGREEMENT.




     24. New Subsidiaries. Pursuant to Section 6.20 of the Credit Agreement, any
new direct or indirect Domestic Subsidiary (whether by acquisition or creation) of a Grantor (other
than an Excluded Subsidiary) is required to enter into this Agreement by executing and delivering
in favor of Administrative Agent a supplement to this Agreement in the form of Annex 1
attached hereto. Upon the execution and delivery of Annex 1 by such new Domestic
Subsidiary, such Domestic Subsidiary shall become a Grantor hereunder with the same force and
effect as if originally named as a Grantor herein. The execution and delivery of any instrument
adding an additional Grantor as a party to this Agreement shall not require the consent of any
Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Grantor hereunder.



     25. Administrative Agent. Each reference herein to any right granted to, benefit
conferred upon or power exercisable by the “Administrative Agent” shall be a reference to
Administrative Agent, for the benefit of the Lender Group.



     26. Miscellaneous.



          (a) This Agreement may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method
of transmission shall be equally as effective as delivery of an original executed counterpart of
this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an




 









 







original executed counterpart of this Agreement but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding effect of this
Agreement.




          (b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such provision in any
other jurisdiction.




          (c) Headings used in this Agreement are for convenience only and shall not be used in
connection with the interpretation of any provision hereof.




          (d) The pronouns used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform thereto.




          (e) Unless the context of this Agreement or any other Loan Document clearly requires
otherwise, references to the plural include the singular, references to the singular include the
plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where
otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,”
“herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document
refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any
particular provision of this Agreement or such other Loan Document, as the case may be. Section,
subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise
specified. Any reference in this Agreement or in any other Loan Document to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set
forth herein). Any reference herein or in any other Loan Document to the satisfaction or repayment
in full of the Obligations shall mean the repayment in full in cash (or cash collateralization in
accordance with the terms hereof) of all Obligations other than unasserted contingent
indemnification Obligations. Any reference herein to any Person shall be construed to include such
Person’s successors and assigns. Any requirement of a writing contained herein or in any other
Loan Document shall be satisfied by the transmission of a Record and any Record so transmitted
shall constitute a representation and warranty as to the accuracy and completeness of the
information contained therein.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





 









 








          IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through
their duly authorized officers, as of the day and year first above written.




	 	 	 	 	 
	GRANTORS:	OXFORD INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BEN SHERMAN CLOTHING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIONSHEAD CLOTHING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD CARIBBEAN, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD GARMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Pledge
and Security Agreement

 









 






	 	 	 	 	 



	 	 	 	 	 
	 	OXFORD INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD OF SOUTH CAROLINA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PIEDMONT APPAREL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SFI OF OXFORD ACQUISITION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA BEVERAGES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA R&R HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Pledge
and Security Agreement


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TOMMY BAHAMA TEXAS BEVERAGES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VIEWPOINT MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD LOCKBOX, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	ADMINISTRATIVE AGENT:	SUNTRUST BANK, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Pledge
and Security Agreement

 









 






	 	 	 	 	 



SCHEDULE 1




TRADE NAMES; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHIEF EXECUTIVE OFFICES




 









 





SCHEDULE 2




COMMERCIAL TORT CLAIMS




[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108
of the UCC]




 









 





SCHEDULE 3




COPYRIGHT REGISTRATIONS AND APPLICATIONS FOR REGISTRATION




 









 





SCHEDULE 4




INTELLECTUAL PROPERTY LICENSES




 









 





SCHEDULE 5




PATENTS





 











 





SCHEDULE 6




PLEDGED COMPANIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage	 	 	 	 
	 	 	Name of Pledged	 	 	Number of	 	 	Class of	 	 	of Class	 	 	Certificate	 
	Name of Pledgor	 	Company	 	 	Shares/Units	 	 	Interests	 	 	Owned	 	 	Nos.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 








SCHEDULE 7




LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS




	 	 	 	 	 	 	 	 	 	 	 
	    Grantor	 	Jurisdictions	 	 	 






 









 








ANNEX 1 TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

FORM OF SUPPLEMENT




     
Supplement No.            (this “Supplement”)
dated as of
                               , 20     , to the
Amended and Restated Pledge and Security Agreement dated as of August 15, 2008 (as amended,
restated, supplemented or otherwise modified from time to time, the “Security Agreement”)
by each of the parties listed on the signature pages thereto and those additional entities that
thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each
individually “Grantor”) and SUNTRUST BANK, in its capacity as Administrative Agent for the
Lender Group (together with its successors, “Administrative Agent”).



WITNESSETH:




     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of
August 15, 2008(as amended, restated, supplemented or otherwise modified from time to time,
including all schedules thereto, the “Credit Agreement”) by and among Oxford Industries,
Inc., a Georgia corporation (“Parent”), Tommy Bahama Group, Inc., a Delaware corporation
(“TBG”; together with Parent, each referred to individually as a “Borrower” and,
collectively, as “Borrowers”), the Persons party thereto from time to time as Guarantors,
the financial institutions party thereto from time to time as Issuing Banks, the financial
institutions party thereto from time to time as lenders (“Lenders”) and SunTrust Bank, as
the administrative agent (“Administrative Agent”), Administrative Agent and Lenders are
willing to make certain financial accommodations available to Borrowers from time to time pursuant
to the terms and conditions thereof; and



     WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit
Agreement; and



     WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lenders to
make certain financial accommodations to Borrowers; and



     WHEREAS, pursuant to Section 6.20 of the Credit Agreement, new direct or indirect
Domestic Subsidiaries of Borrowers (other than an Excluded Subsidiary) must execute and deliver
certain Loan Documents, including the Security Agreement, and the execution of the Security
Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may
be accomplished by the execution of this Supplement in favor of Administrative Agent, for the
benefit of the Lender Group;



     NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor
hereby agrees as follows:



     1. In accordance with Section 24 of the Security Agreement, each New Grantor, by its
signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as
if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the
terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b)
represents and warrants that the representations and warranties made by it as a “Grantor”
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing,
each New Grantor, as security for the payment and performance in full of the Secured Obligations,
does hereby grant, assign, and pledge to Administrative



 









 







Agent, for the benefit of the Lender Group, a security interest in and security title to all
assets of such New Grantor including, all property of the type described in Section 2 of
the Security Agreement to secure the full and prompt payment of the Secured Obligations, including,
any interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations
represented by the Security Agreement are collected by law, through an attorney-at-law, or under
advice therefrom. Schedule 1, “Trade Names; Organizational ID Number; Chief Executive
Office”, Schedule 2, “Commercial Tort Claims”, Schedule 3, “Copyright
Registrations and Applications for Registration”, Schedule 4, “Intellectual Property
Licenses”, Schedule 5, “Patents”, Schedule 6, “Pledged Companies” and Schedule
7, “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement
Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5,
Schedule 6 and Schedule 7, respectively, to the Security Agreement and shall be
deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in
the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is
incorporated herein by reference.



     2. Each New Grantor represents and warrants to the Lender Group that this Supplement has been
duly executed and delivered by such New Grantor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors’ rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).



     3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute but one and the same
instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission
shall be as effective as delivery of a manually executed counterpart hereof.



     4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force
and effect.



     5. This Supplement shall be construed in accordance with and governed by the laws of the State
of New York without regard to the conflict of laws principles thereof.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




 









 





     IN WITNESS WHEREOF, each New Grantor and Administrative Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.




	 	 	 	 	 
	NEW GRANTORS: 	[Name of New Grantor]

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of New Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	ADMINISTRATIVE AGENT:  	SUNTRUST BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




SUPPLEMENT
TO PLEDGE AND SECURITY AGREEMENT


 









 








EXHIBIT A




COPYRIGHT SECURITY AGREEMENT





     This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made as of
this       day of                     , 20     , among Grantors listed on the signature pages hereof
(collectively, jointly and severally, “Grantors” and each individually “Grantor”),
and SUNTRUST BANK, in its capacity as Administrative Agent for the Lender Group (together with its
successors, “Administrative Agent”).



WITNESSETH:




     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of
August 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time,
including all schedules thereto, the “Credit Agreement”) by and among Oxford Industries,
Inc., a Georgia corporation (“Parent”), Tommy Bahama Group, Inc., a Delaware corporation
(“TBG”; together with Parent, each referred to individually as a “Borrower” and,
collectively, as “Borrowers”), the Persons party thereto from time to time as Guarantors,
the financial institutions party thereto from time to time as Issuing Banks, the financial
institutions party thereto from time to time as lenders (“Lenders”) and SunTrust Bank, as
the administrative agent (“Administrative Agent”), Administrative Agent and Lenders are
willing to make certain financial accommodations available to Borrowers from time to time pursuant
to the terms and conditions thereof; and



     WHEREAS, the Lenders are willing to make the financial accommodations to Borrowers as provided
for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have
executed and delivered to Administrative Agent, for the benefit of the Lender Group, that certain
Amended and Restated Pledge and Security Agreement dated as of August 15, 2008 (including all
annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the “Security Agreement”); and



     WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Administrative Agent, for the benefit of the Lender Group, this Copyright Security Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantors hereby agree as follows:



     1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement or, if not defined therein, in the Credit
Agreement.



     2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby grants to
Administrative Agent, for the benefit of the Lender Group, a continuing first priority security
interest in all of such Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Copyright
Collateral”):



 









 





          (a) all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it
is a party as licensor or licensee including those referred to on Schedule I hereto;




          (b) all reissues, continuations or extensions of the foregoing; and




          (c) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future infringement or dilution of any Copyright or any
Copyright licensed under any Intellectual Property License.




     3. SECURITY FOR OBLIGATIONS. This Copyright Security Agreement and the Security
Interest created hereby secures the payment and performance of all the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the foregoing, this
Copyright Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations and would be owed by Grantors, or any of them, to Administrative Agent, the
Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the
existence of an Insolvency Proceeding involving any Grantor.



     4. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright
Security Agreement are granted in conjunction with the security interests granted to Administrative
Agent, for the benefit of the Lender Group, pursuant to the Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of Administrative Agent with respect
to the security interest in the Copyright Collateral made and granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.



     5. AUTHORIZATION TO SUPPLEMENT. Grantors shall give Administrative Agent prompt
notice in writing of any additional United States copyright registrations or applications therefor
after the date hereof. Grantors hereby authorize Administrative Agent unilaterally to modify this
Agreement by amending Schedule I to include any future United States registered copyrights
or applications therefor of Grantors. Notwithstanding the foregoing, no failure to so modify this
Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or
detract from Administrative Agent’s continuing security interest in all Collateral, whether or not
listed on Schedule I.



     6. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. In proving this Copyright Security
Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile transmission or by other
electronic transmission shall be deemed an original signature hereto.



     7. CONSTRUCTION. Unless the context of this Copyright Security Agreement or any other
Loan Document clearly requires otherwise, references to the plural include the singular, references
to the singular include the plural, the terms “includes” and “including” are not limiting, and the
term “or” has, except where otherwise indicated, the inclusive meaning



 









 







represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Copyright Security Agreement or any other Loan Document refer to this
Copyright Security Agreement or such other Loan Document, as the case may be, as a whole and not to
any particular provision of this Copyright Security Agreement or such other Loan Document, as the
case may be. Section, subsection, clause, schedule, and exhibit references herein are to this
Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security
Agreement or in any other Loan Document to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such
alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). Any reference herein or in any other Loan Document to
the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash
(or cash collateralization in accordance with the terms hereof) of all Obligations other than
unasserted contingent indemnification Obligations. Any reference herein to any Person shall be
construed to include such Person’s successors and assigns. Any requirement of a writing contained
herein or in any other Loan Document shall be satisfied by the transmission of a Record and any
Record so transmitted shall constitute a representation and warranty as to the accuracy and
completeness of the information contained therein.



[signature page follows]





 











 





     IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BEN SHERMAN CLOTHING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIONSHEAD CLOTHING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD CARIBBEAN, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD GARMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



COPYRIGHT SECURITY AGREEMENT




 









 








	 	 	 	 	 
	 	OXFORD INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD OF SOUTH CAROLINA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PIEDMONT APPAREL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SFI OF OXFORD ACQUISITION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA BEVERAGES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TOMMY BAHAMA R&R HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA TEXAS BEVERAGES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VIEWPOINT MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD LOCKBOX, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ACCEPTED AND ACKNOWLEDGED BY:

SUNTRUST BANK, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT




Copyright Registrations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Country	 	Copyright	 	Registration No.	 	Registration Date





Copyright Licenses




 









 








EXHIBIT B




PATENT SECURITY AGREEMENT




     This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made as of this
___day of ___, 20___, among Grantors listed on the signature pages hereof (collectively,
jointly and severally, “Grantors” and each individually “Grantor”), and SUNTRUST
BANK, in its capacity as Administrative Agent for the Lender Group (together with its successors,
“Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of
August 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time,
including all schedules thereto, the “Credit Agreement”) by and among Oxford Industries,
Inc., a Georgia corporation (“Parent”), Tommy Bahama Group, Inc., a Delaware corporation
(“TBG”; together with Parent, each referred to individually as a “Borrower” and,
collectively, as “Borrowers”), the Persons party thereto from time to time as Guarantors,
the financial institutions party thereto from time to time as Issuing Banks, the financial
institutions party thereto from time to time as lenders (“Lenders”) and SunTrust Bank, as
the administrative agent (“Administrative Agent”), Administrative Agent and Lenders are
willing to make certain financial accommodations available to Borrowers from time to time pursuant
to the terms and conditions thereof; and



     WHEREAS, the Lenders are willing to make the financial accommodations to Borrowers as provided
for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have
executed and delivered to Administrative Agent, for the benefit of the Lender Group, that certain
Amended and Restated Pledge and Security Agreement dated as of August 15, 2008 (including all
annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the “Security Agreement”); and



     WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Administrative Agent, for the benefit of the Lender Group, this Patent Security Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:



     1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement or, if not defined therein, in the Credit
Agreement.



     2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to
Administrative Agent, for the benefit of the Lender Group, a continuing first priority security
interest in all of such Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Patent
Collateral”):



 









 





     (a) all of its Patents and Patent Intellectual Property Licenses to which it is a party
including those referred to on Schedule I hereto;



     (b) all reissues, continuations or extensions of the foregoing; and



     (c) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future infringement or dilution of any Patent or any Patent
licensed under any Intellectual Property License.



     3. SECURITY FOR OBLIGATIONS. This Patent Security Agreement and the Security Interest
created hereby secures the payment and performance of all the Secured Obligations, whether now
existing or arising hereafter. Without limiting the generality of the foregoing, this Patent
Security Agreement secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by Grantors, or any of them, to Administrative Agent, the Lender
Group, or any of them, whether or not they are unenforceable or not allowable due to the existence
of an Insolvency Proceeding involving any Grantor.



     4. SECURITY AGREEMENT. The security interests granted pursuant to this Patent
Security Agreement are granted in conjunction with the security interests granted to Administrative
Agent, for the benefit of the Lender Group, pursuant to the Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of Administrative Agent with respect
to the security interest in the Patent Collateral made and granted hereby are more fully set forth
in the Security Agreement, the terms and provisions of which are incorporated by reference herein
as if fully set forth herein.



     5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new
patentable inventions or become entitled to the benefit of any patent application or patent for any
reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement
shall automatically apply thereto. Grantors shall give prompt notice in writing to Administrative
Agent with respect to any such new patent rights. Without limiting Grantors’ obligations under
this Section 5, Grantors hereby authorize Administrative Agent unilaterally to modify this
Agreement by amending Schedule I to include any such new patent rights of Grantors.
Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend
Schedule I shall in any way affect, invalidate or detract from Administrative Agent’s
continuing security interest in all Collateral, whether or not listed on Schedule I.



     6. COUNTERPARTS. This Patent Security Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. In proving this Patent Security
Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile transmission or by other
electronic transmission shall be deemed an original signature hereto.



     7. CONSTRUCTION. Unless the context of this Patent Security Agreement or any other
Loan Document clearly requires otherwise, references to the plural include the singular,



3









 







references to the singular include the plural, the terms “includes” and “including” are not
limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Patent Security Agreement or any other Loan Document refer to this Patent
Security Agreement or such other Loan Document, as the case may be, as a whole and not to any
particular provision of this Patent Security Agreement or such other Loan Document, as the case may
be. Section, subsection, clause, schedule, and exhibit references herein are to this Patent
Security Agreement unless otherwise specified. Any reference in this Patent Security Agreement or
in any other Loan Document to any agreement, instrument, or document shall include all alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements, thereto and thereof, as applicable (subject to any restrictions on such
alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). Any reference herein or in any other Loan Document to
the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash
(or cash collateralization in accordance with the terms hereof) of all Obligations other than
unasserted contingent indemnification Obligations. Any reference herein to any Person shall be
construed to include such Person’s successors and assigns. Any requirement of a writing contained
herein or in any other Loan Document shall be satisfied by the transmission of a Record and any
Record so transmitted shall constitute a representation and warranty as to the accuracy and
completeness of the information contained therein.



[signature page follows]




4









 








     IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BEN SHERMAN CLOTHING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIONSHEAD CLOTHING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD CARIBBEAN, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD GARMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



PATENT SECURITY AGREEMENT




 









 








	 	 	 	 	 
	 	OXFORD INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD OF SOUTH CAROLINA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PIEDMONT APPAREL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SFI OF OXFORD ACQUISITION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA BEVERAGES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Patent
Security Agreement


 









 







	 	 	 	 	 
	 	TOMMY BAHAMA R&R HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOMMY BAHAMA TEXAS BEVERAGES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VIEWPOINT MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OXFORD LOCKBOX, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ACCEPTED AND ACKNOWLEDGED BY:

SUNTRUST BANK, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



PATENT SECURITY AGREEMENT




 









 








EXHIBIT C




PLEDGED INTERESTS ADDENDUM





     This Pledged Interests Addendum, dated as of _________ ___, 20___,
is delivered pursuant to
Section 6 of the Security Agreement referred to below. The undersigned hereby agrees that
this Pledged Interests Addendum may be attached to that certain Amended and Restated Pledge and
Security Agreement, dated as August 15, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”), made by the undersigned, together
with the other Grantors named therein, to SUNTRUST BANK, as Administrative Agent. Initially
capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the
Security Agreement or, if not defined therein, defined in that certain Second Amended and Restated
Credit Agreement, dated as August 15, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Oxford Industries, Inc.,
a Georgia corporation (“Parent”), Tommy Bahama Group, Inc., a Delaware corporation
(“TBG”; together with Parent, each referred to individually as a “Borrower” and,
collectively, as “Borrowers”), the Persons party thereto from time to time as Guarantors,
the financial institutions party thereto from time to time as Issuing Banks, the financial
institutions party thereto from time to time as lenders (“Lenders”) and SunTrust Bank, as
the administrative agent (“Administrative Agent”). The undersigned hereby agrees that the
additional interests listed on this Pledged Interests Addendum as set forth below shall be and
become part of the Pledged Interests pledged by the undersigned to Administrative Agent in the
Security Agreement and any pledged company set forth on this Pledged Interests Addendum as set
forth below shall be and become a “Pledged Company” under the Security Agreement, each with the
same force and effect as if originally named therein.



     The undersigned hereby certifies that the representations and warranties set forth in
Section 5 of the Security Agreement of the undersigned are true and correct as to the
Pledged Interests listed herein on and as of the date hereof.



	 	 	 	 	 
	 	[________________________]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



PLEDGED INTERESTS ADDENDUM





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of Pledged	 	Number of	 	Class of	 	Percentage	 	Certificate
	Name of Pledgor	 	Company	 	Shares/Units	 	Interests	 	of Class Owned	 	Nos.