Exhibit 10.15  This Agreement, the liens and security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement), among SunTrust Bank, as ABL Agent and U.S. Bank National Association, as Trustee and as Collateral Agent, and acknowledged by the Grantors from time to time party thereto.  SECURITY AGREEMENT  This AGREEMENT (this Agreement) is made as of this 30th day of June, 2009, 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 I (collectively, jointly and severally, Grantors and each individually Grantor), U.S. Bank National Association, in its capacity as collateral agent (together with its successors, Collateral Agent), the Trustee (as defined below) on behalf of itself and the Noteholders, and each Additional Pari Passu Agent from time to time party hereto, on behalf of itself and the Secured Parties under the Additional Pari Passu Agreement under which it is acting in such capacity.  W I T N E S S E T H:  WHEREAS, Oxford Industries, Inc., a Georgia corporation (the Company) and the other Grantors have entered into that certain Indenture, dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Indenture), by and among the Company, the other Grantors and U.S. Bank National Association, as trustee (together with its successors in such capacity, the Trustee), on behalf of the holders (the Noteholders) of the Notes (as defined below) pursuant to which the Company is issuing $150,000,000 aggregate principal amount at maturity of its 11.375% Senior Secured Notes due 2015 (the Notes), which are guaranteed by each of the Grantors other than the Company;  WHEREAS, the Trustee has been appointed to serve as Collateral Agent under the Indenture and in such capacity, is authorized and directed to enter into this Agreement;  WHEREAS, following the date hereof, the Grantors may incur Permitted Additional Pari Passu Obligations (as defined in the Indenture) which are secured equally and ratably with the Grantors obligations in respect of the Notes in accordance with Section 27 of this Agreement;  WHEREAS, each Grantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture, the Notes and any Additional Pari Passu Agreement, and each is, therefore, willing to enter into this Agreement; and  WHEREAS, in order to induce the Trustee to enter into the Indenture and to induce the Noteholders to purchase the Notes, Grantors have agreed to grant a continuing security interest in and to the Collateral (as defined herein) in order to secure the prompt and complete payment, observance and performance of, the Secured Obligations (as defined herein);


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 Indenture.  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 Indenture; 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)           ABL Agent shall have the meaning set forth in the Intercreditor Agreement.  (b)           ABL Claimholder shall have the meaning set forth in the Intercreditor Agreement.  (c)           ABL Collateral shall have the meaning set forth in the Intercreditor Agreement.  (d)           Account Debtor shall mean any Person who is obligated to make payments in respect of an Account.  (e)           Accounts means all accounts, as such term is defined in the UCC, of each Grantor whether now existing or hereafter created or arising, including, without limitation, (a) all accounts receivable, other receivables, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper or Instruments) (including any such obligations that may be characterized as an account or contract right under the UCC), (b) all of each Grantors rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Grantors rights to any goods represented by any of the foregoing (including unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to a Grantor for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Grantor or in connection with any other transaction (whether or not yet earned by performance on the part of such Grantor), (e) all health care insurance receivables and (f) all collateral security of any kind, given by any Account Debtor or any other Person with respect to any of the foregoing.  (f)            Additional Pari Passu Agentmeans the Person appointed to act as trustee, agent or representative for any holder of Permitted Additional Pari Passu Obligations pursuant to any Additional Pari Passu Agreement and designated as Additional Pari Pas-  2


su Agent for such holder in an Additional Pari Passu Joinder Agreement delivered to the Collateral Agent, together with its successors and assigns in such capacity.  (g)           Additional Pari Passu Agreementmeans the indenture, credit agreement or other agreement under which any Permitted Additional Pari Passu Obligations (other than Additional Notes) are incurred and any notes or other instruments representing such Permitted Additional Pari Passu Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.  (h)           Additional Pari Passu Joinder Agreement means an agreement substantially in the form of Annex II.  (i)            Bankruptcy Code shall mean the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), as now or hereafter amended, and any successor statute.  (j)            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 Excluded Trademarks and Excluded Trademark Licenses)  related to such information).  (k)           Cash Equivalents shall mean, collectively, (a) marketable, direct obligations of the United States of America and its agencies maturing within three hundred sixty-five (365) days of the date of purchase, (b) commercial paper issued by corporations, each of which shall have a consolidated net worth of at least $500,000,000, which commercial paper will mature within one hundred eighty (180) days from the date of the original issue thereof and is rated P-1 or better by Moodys or A-1 or better by S&P, (c) certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase and issued by a US national or state bank having deposits totaling more than $500,000,000, and whose short-term debt is rated P-1 or better by Moodys or A-1 or better by S&P, (d) up to $100,000 per institution and up to $1,000,000 in the aggregate in (i) short-term obligations issued by any local commercial bank or trust company located in those areas where the Company conducts its business, whose deposits are insured by the Federal Deposit Insurance Corporation, or (ii) commercial bank-insured money market funds, or any combination of the types of investments described in this clause (d), and (e) overnight investments with such financial institutions having a short term deposit rating of P-1 or better by Moodys, or A-1 or better by S&P.  (l)            Chattel Paper means chattel paper (as that term is defined in the UCC) and includes tangible chattel paper and electronic chattel paper.  (m)          Collateral has the meaning specified therefor in Section 2; provided, that any reference to Collateral in Section 10, Section 23, Annex II or Annex III shall also refer to each Mortgaged Property.  (n)           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.  3


(o)           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, but excluding, in each case, copyrights included in the definition of Excluded Trademarks hereunder.  (p)           Copyright Security Agreement means each Copyright Security Agreement among Grantors, or any of them, and the Collateral Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit A attached hereto, pursuant to which Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all their respective Copyrights.  (q)           Deposit Account means any deposit account (as that term is defined in the UCC).  (r)            Discharge of Obligations means, both (i) in the case of the Indenture, Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture in accordance with Section 8.02, Section 8.03 or Section 14.01 thereof and (ii) in the case of each Additional Pari Passu Agreement, any event or circumstance with respect to the Additional Pari Passu Obligations that under such agreement entitles the Grantors to obtain a release of all Liens securing such Additional Pari Passu Obligations under the Security Documents.  (s)           Documents means documents (as that term is defined in the UCC).  (t)            Domestic Subsidiary means any Subsidiary that is not a Foreign Subsidiary.  (u)           Draft means a draft (as that term is defined in the UCC).  (v)           Equipment means equipment (as that term is defined in the UCC).  (w)          Equity Interests shall mean, as applied to any Person, any capital stock, membership interests, partnership interests or other equity interests issued by such Person, regardless of class or designation, and all warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect thereto.  (x)            Event of Default means an event of default under the Indenture or under any Additional Pari Passu Agreement.  (y)           Excluded Trademark Licenses means any Intellectual Property License related to a Trademark to the extent such Intellectual Property License is not a U.S. Trademark License.  4


(z)            Excluded Trademarks means any Trademarks that are not U.S. Trademarks.  (aa)         First-Tier Foreign Subsidiary shall mean any Foreign Subsidiary that is directly held by the Company or its Domestic Subsidiaries.  (bb)         Fixtures means fixtures (as that term is defined in the UCC).  (cc)         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.  (dd)         Goods means goods (as that term is defined in the UCC).  (ee)         Governmental Authority shall mean any nation or government, any state or other political subdivision thereof and any entity to the extent exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government.  (ff)           Grantor and Grantors has the meaning specified therefor in the recitals to this Agreement.  (gg)         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 (a) and (b) undertaken under federal, state or foreign law, including the Bankruptcy Code.  (hh)         Instrument means an instrument (as that term is defined in the UCC).  (ii)           Intellectual Property means any and all Intellectual Property Licenses, Patents, Copyrights, Trademarks and trade secrets.  5


(jj)           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 Secured Parties rights under the Senior Secured Note Documents or any Additional Pari Passu Agreement, 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.  (kk)         Intercreditor Agreement has the meaning set forth in the legend on the first page of this Agreement.  (ll)           Inventory means inventory (as that term is defined in the UCC).  (mm)       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.  (nn)         Letter-of-Credit Rights means letter-of-credit rights (as that term is defined in the UCC).  (oo)         Mortgage means an agreement, including, but not limited to, a mortgage, deed of trust or any other document creating and evidencing a Lien on a Mortgaged Property in favor of or for the benefit of the Collateral Agent, which shall be in form which is effective to create a Lien in such Mortgaged Property in favor of the Collateral Agent to secure the Secured Obligations that is enforceable against the applicable Grantor and third parties, in each case, with such schedules and including such provisions as shall be necessary or desirable to conform such document to applicable local law requirements or as shall be customary under applicable local law requirements.  (pp)         Mortgaged Property means each parcel of Real Property, if any, which shall be subject to a Mortgage delivered after the Issue Date pursuant to Section 3.  (qq)         Negotiable Collateral means Instruments, Letter-of-Credit Rights, Promissory Notes, Drafts and Documents.  (rr)           Patent Security Agreement means each Patent Security Agreement among Grantors, or any of them, and the Collateral Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit B attached hereto, pursuant to which Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all their respective Patents.  (ss)         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 con-  6


nection 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.  (tt)           Pledged Companies means, each Person listed on Schedule 7 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 date hereof and are required to be pledged to the Collateral Agent, other than any such Equity Interest excluded from the term Collateral under the last paragraph of Section 2.  (uu)         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 the Collateral 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 the Collateral 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.  (vv)         Pledged Interests Addendum means a Pledged Interests Addendum substantially in the form of Exhibit D to this Agreement.  (ww)       Pledged Operating Agreements means all of each Grantors rights, powers, and remedies under the limited liability company operating agreements of the Pledged Companies that are limited liability companies.  (xx)          Pledged Partnership Agreements means all of each Grantors rights, powers, and remedies under the partnership agreements of the Pledged Companies that are partnerships.  (yy)         Proceeds has the meaning specified therefor in Section 2.  (zz)          Promissory Note means a promissory note (as that term is defined in the UCC).  (aaa)       Real Property means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto.  7


(bbb)      Record means a record (as that term is defined in the UCC).  (ccc)       Required Secured Parties means the holders of a majority in aggregate outstanding or committed principal amount of (i) the Notes and (ii) any Indebtedness constituting Permitted Additional Pari Passu Obligations (other than Additional Notes) voting as a single class, in each case, excluding any Notes or Permitted Additional Pari Passu Obligations that are required to be disregarded for voting purposes under the Indenture or the applicable Additional Pari Passu Agreement.  (ddd)      Secured Obligations means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, and any fees or expenses owed to the Trustee, Collateral Agent or any Additional Pari Passu Agent, in their respective capacities as such, by any Grantor, payable or arising under any of (i) the Indenture and the Notes (other than any Additional Notes and provisions in the Indenture relating solely to such Additional Notes, except to the extent constituting Permitted Additional Pari Passu Obligations), (ii) any Additional Notes and documentation in the Indenture relating solely to Additional Notes and (iii) any Additional Pari Passu Agreement and any other documentation relating to the Permitted Additional Pari Passu Obligations incurred thereunder; providedthat no obligations in respect of Permitted Additional Pari Passu Obligations (other than obligations with respect to Additional Notes) shall constitute Secured Obligations unless the Additional Pari Passu Agent for the holders of such Permitted Additional Pari Passu Obligations has executed an Additional Pari Passu Joinder Agreement in the form of Annex II hereto.  (eee)       Secured Parties means, collectively, the Collateral Agent, the Trustee, each Additional Pari Passu Agent, the Noteholders, the holders of any Additional Pari Passu Obligations, and any other holders of Secured Obligations.  (fff)         Securities Account means a securities account (as that term is defined in the UCC).  (ggg)      Security Interest has the meaning specified therefor in Section 2.  (hhh)      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.  (iii)          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 re-  8


lated 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.  (jjj)          Trademark Security Agreement means each Trademark Security Agreement among Grantors, or any of them, and the Collateral Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit C attached hereto, pursuant to which such Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all their respective U.S. Trademarks and U.S. Trademark Licenses.  (kkk)       UCC shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the Collateral Agents Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term UCC shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.  (lll)          URL means uniform resource locator, an internet web address.  (mmm)    U.S. Trademark Licenses  means a license or other agreement to the extent granting a right to use any U.S. Trademark owned by a Grantor, to which a Grantor is a party as a licensor, including the license agreements listed on Schedule 6 to the extent granting a right to use any U.S. Trademark owned by a Grantor, including the right to royalties and any other consideration now or hereafter paid to a Grantor under and with respect thereto by any entity for such rights thereunder.  (nnn)      U.S. Trademarks means, with respect to any Grantor, trademarks, trade names and service marks and any applications for the foregoing (including those set forth on Schedule 6) owned by such Grantor and registered in (or in the case of applications, filed with) the United States Patent and Trademark Office (or any successor office performing similar functions) including (i) Copyrights (whether or not registered) embodied in any of the foregoing, (ii) all renewals thereof, (iii) 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, (iv) the right to sue for past, present and future infringements and dilutions thereof and (v) the goodwill of such Grantors business symbolized by the foregoing and connected therewith.  9


2.            Grant of Security.  Each Grantor hereby unconditionally grants, assigns, and pledges to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest (hereinafter referred to as the Security Interest) in all personal property of such Grantor, other than personal property expressly excluded in the last paragraph of this Section 2, 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 Excluded Trademarks or Excluded Trademark Licenses);  (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 and the Collateral Account (including, any Trust Monies);  (e)           all of such Grantors Equipment and fixtures;  (f)            all of such Grantors General Intangibles (other than Excluded Trademarks and Excluded Trademark Licenses) including, without limitation, U.S. Trademarks and U.S. Trademark Licenses;  (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 that now or hereafter come into the possession, custody, or control of any ABL Claimholder; 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 Excluded Trademarks and Excluded Trademark Licenses), 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  10


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 the Collateral 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 Excluded Trademark or any Excluded Trademark License owned by any Grantor (as licensor or as licensee) and any Proceeds related thereto, (vi) to the extent (and only for so long as) such property does not constitute ABL Collateral, assets and all Proceeds thereof and all rights relating thereto subject to Liens permitted pursuant to clauses (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of Permitted Liens in the Indenture to the extent the documentation relating to such Liens prohibits the applicable Grantors from granting a Lien on such assets to secure the Secured Obligations, (vii) to the extent (and only for so long as) such property does not constitute ABL Collateral, any Equity Interests of a Person that is not a Subsidiary of the Company and all Proceeds thereof and all rights relating thereto to the extent that a pledge of such Equity Interests, Proceeds or rights is prohibited by such Persons organizational documents or any shareholders agreement or joint venture agreement relating to such Equity Interests, Proceeds or rights, (viii) to the extent (and only for so long as) such property does not constitute ABL Collateral, any contract, lease, license or other agreement and all Proceeds thereof and all rights relating thereto to the extent that the grant of a security interest therein would violate applicable law, result in the invalidation thereof or provide any party thereto with a right of termination or any other remedy that materially increases the costs or burden of any Grantor thereunder with respect thereto (in each case, after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) and 9-409 of the UCC (or any successor provision or provisions) or any other applicable law), (ix) any Equity Interests or other securities of any Subsidiary of the Company in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by Company with the SEC and (x) any intent-to-use trademark application to the extent and for so long as creation by a Grantor of a security interest therein would result in the loss by such Grantor of any material rights therein.  3.            Real Estate Collateral.  In the event that following the Issue Date, any Grantor shall acquire any fee simple ownership interest in any parcel of Real Property (except to the extent subject to a Lien permitted by clauses (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of Permitted Liens in the Indenture to the extent the documentation relating to  11


such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a Fair Market Value in excess of $5,000,000 as of the date of acquisition (a Specified Real Property), such Grantor shall provide a Mortgage in favor of the Collateral Agent in such Specified Real Property within 120 days following the date of acquisition thereof.  In the event that any Permitted Additional Pari Passu Obligations are incurred following the date any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then existing Mortgage in order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage.  In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 3, the related Grantors will provide (a) an Opinion of Counsel stating that such Mortgage creates an enforceable Lien on the applicable Specified Real Property in favor of the Collateral Agent or, if applicable, the relevant Additional Pari Passu Agent, to secure the Secured Obligations, subject to the assumptions and qualifications specified therein, and (b) UCC-1 fixture filings relating to such Specified Real Property filed in the appropriate filing office.  4.            Security for Secured Obligations.  This Agreement and the Security Interest created hereby secure 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 the Collateral Agent or any other Secured Party, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any other Grantor.  5.            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 the Collateral Agent or any other Secured Party 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 Secured Party shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any Secured Party 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 Indenture or any Additional Pari Passu Agreement, Grantors shall have the right to possession and enjoyment of the Collateral.  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 the Collateral Agent shall notify the applicable Grantor of the Collateral Agents exercise of voting, consensual, or dividend rights with respect to the Pledged Interests pursuant to Section 17 hereof.  6.            Representations and Warranties.  Each Grantor hereby represents and warrants as follows:  12


(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 the Collateral Agent pursuant to Section 7(d).  No Grantor conducts, and, during the five-year period immediately preceding the date hereof, 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, the filing of a Copyright Security Agreement with the United States Copyright Office and the filing of a Trademark Security Agreement and a Patent Security Agreement with the United States Patent and Trademark Office, 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 and such other filings listing each applicable Grantor, as a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such Grantors name on Schedule 8.  Upon the making of such filings, the Collateral Agent shall have a 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 and such other filings, subject only to Permitted Liens.  (f)            (i) Each Grantor is the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens and the Security Interest created hereby, of the Pledged Interests indicated on Schedule 7 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Issue 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 7 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 Pledged Interests pledged by such Grantor to the Collateral Agent as provided herein; (iv) all actions necessary to perfect the Collateral Agents Security Interest in the Pledged Interests will have been duly taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking of possession by the ABL 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 appli-  13


cable Grantor and (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates; and (v) each Grantor has delivered to and deposited with the ABL Agent (or, with respect to any Pledged Interests created or obtained after the date hereof, subject to Section 7(k), will deliver and deposit in accordance with Sections 7(a) and 9) 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 the Collateral 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.  7.            Covenants.  Each Grantor, jointly and severally, covenants and agrees with the Collateral Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 23 hereof:  (a)           Possession of Collateral; Other Actions as to Any and All Collateral.  Subject to Section 7(k), on or prior to March 31 and September 30 of each year (commencing  March 31, 2010), each Grantor shall (i) deliver physical possession of any Collateral acquired or obtained by such Grantor during the two fiscal quarters of the Company most recently ended prior to such date (or, in the case of March 31, 2010, during the period commencing on the Issue Date and ending on the last day of the fiscal quarter of the Company most recently ended prior to March 31, 2010) to the extent such Collateral consists of (A) Investment Related Property (other than Pledged Interests and any security or security entitlement that is maintained in a securities account), Negotiable Collateral, Chattel Paper (electronic, tangible or otherwise) or Instruments, in each case, individually, having a face amount of at least $1,000,000, or (B) any Pledged Interests (other than dividends and distributions paid in cash), together with such undated endorsements or powers endorsed in blank as shall be necessary, in each case only if and to the extent that perfection or priority of Collateral Agents Security Interest in such Collateral is dependent on possession, and (ii) in the case of any such Pledged Interests, deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests.  (b)           Chattel Paper.  (i)            Subject to Section 7(k), each Grantor shall take all steps reasonably necessary to grant Collateral Agent control of all electronic Chattel Paper constituting Colla-  14


teral 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, in the face amount of at least $1,000,000;  (ii)           Subject to Section 7(k), if any Grantor retains possession of any Chattel Paper or Instruments constituting Collateral, individually, in the face amount of at least $1,000,000 (which retention of possession shall be subject to the extent permitted hereby), 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 U.S. Bank National Association, as Collateral Agent for the benefit of the Secured Parties;  (c)           Commercial Tort Claims.  On or prior to March 31 and September 30 of each year (commencing  March 31, 2010), if any Grantor shall have commenced a legal action during the two fiscal quarters of the Company most recently ended prior to such date (or, in the case of March 31, 2010, during the period commencing on the Issue Date and ending on the last day of the fiscal quarter of the Company most recently ended prior to March 31, 2010) with respect to a Commercial Tort Claim which if successful would involve a recovery of at least $1,000,000 (to the extent such Commercial Tort Claim would constitute Collateral), such Grantor shall amend Schedule 2 to this Agreement and file additional financing statements or amendments to existing financing statements and do such other acts or things, in each case, as are deemed necessary by the Grantors to give Collateral Agent a perfected security interest in any such Commercial Tort Claim;  (d)           Change in Names; Etc.  No Grantor shall effect any change (i) in such Grantors legal name, (ii) in the location of such Grantors chief executive office, (iii) in such Grantors organizational structure, (iv) in such Grantors organizational identification number, if any, or (v) in such Grantors jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless it shall within 90 days after such change, give the Collateral Agent written notice thereof and take all action required to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral of such Grantor;  (e)           Intellectual Property.  On or prior to March 31 and September 30 of each year (commencing  March 31, 2010), if any Grantor shall have obtained or acquired during the two fiscal quarters of the Company most recently ended prior to such date (or, in the case of March 31, 2010, during the period commencing on the Issue Date and ending on the last day of the fiscal quarter of the Company most recently ended prior to March 31, 2010) any Collateral consisting of  Patents, Trademarks or Copyrights (but, excluding in each case applications therefor) registered with the United States Patent & Trademark Office or the United States Copyright Office (in each case, or any successor office performing similar functions), in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, such Grantor shall execute and deliver to Collateral Agent one or more Copyright Security Agreements, Trademark Se-  15


curity Agreements or Patent Security Agreements to evidence Collateral Agents Lien on such Collateral, and shall cause such agreements to be filed with the United States Patent & Trademark Office or the United States Copyright Office (in each case, or any successor office performing similar functions), as applicable;  (f)            Pledged Interests.  (i)            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 Collateral Agent segregated from such Grantors other property, and such Grantor shall, subject to Section 7(k), deliver such money and property forthwith to Collateral Agent in the exact form received;  (ii)           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 Indenture or any Additional Pari Passu Agreement;  (iii)          Subject to Section 7(k), upon the occurrence and during the continuance of an Event of Default, each Grantor agrees that it will cooperate with Collateral 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;  (g)           Insurance.  The Grantors shall use commercially reasonable efforts to cause all property insurance policies covering Collateral located in the U.S. and all U.S. general liability insurance policies of the Grantors to name the Collateral Agent as additional insured and, once obtained, the Grantors shall deliver to the Collateral Agent the original certificates of insurance evidencing that such U.S. property and general liability insurance policies of the Grantors that name the Collateral Agent as additional insured are in force;  (h)           [omitted];  (i)            [omitted];  (j)            Other Actions to Perfect.  The Grantors shall not be required to take any action to perfect the security interest of the Collateral Agent, other than the filing of UCC-1 financing statements, in any of the following Collateral:  (i) any vehicles, aircraft or equipment subject to certificate of title statutes, (ii) assets located in any country other than the United States of America, (iii) Equity Interests of any Foreign Subsidiary, (iv) any Deposit Account or Securities Account (other than the Collateral Account) and (v) Intellectual Property that is not registered with the United States Copyright Office or the United States Patent & Trademark Office, or any successor office thereto; provided that in the event any Grantor takes any action (other than granting control over such asset to the ABL Agent and except as contemplated by Section 7(k) below) to grant or per-  16


fect a Lien in favor of the ABL Agent in any assets which are not excluded from the Collateral pursuant to Section 2, such Grantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent to secure the Secured Obligations.  (k)           Delivery of Possessory Collateral to ABL Agent.  Notwithstanding anything to the contrary herein, any requirement that any Grantor deliver any Equity Interests, Negotiable Collateral, Investment Related Property, Chattel Paper or other Collateral to the Collateral Agent or any Proceeds therefrom (including, without limitation, any money or property distributed in respect of the Pledged Interests) at any time prior to the Discharge of ABL Obligations (as defined in the Intercreditor Agreement) shall be satisfied by the delivery of such item by such Grantor to the ABL Agent.  8.            Relation to Other Security Documents.  The provisions of this Agreement shall be subject to Section 28 and shall be read and construed with the other Security Documents referred to below in the manner so indicated.  (a)           Mortgages.  The provisions of any Mortgage shall govern the security interest of the Collateral Agent in any Specified Real Property.  (b)           Patent, Trademark and Copyright Security Agreements.  The provisions of the Copyright Security Agreements, the Trademark Security Agreements and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, the Trademark Security Agreements or the Patent Security Agreements shall limit any of the rights or remedies of Collateral Agent hereunder.  9.            Further Assurances.  (a)           Subject to Sections 7(j) and (k), 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 in order to perfect any Security Interest granted or purported to be granted hereby.  (b)           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 except to the extent permitted by Section 23; provided however, that this Section shall not prohibit any Grantor from filing financing statements to perfect or protect the Collateral Agents Security Interest as otherwise required by this Agreement.  10.          The Collateral Agent.  (a)           Duties of The Collateral Agent.  (i)            If an Event of Default has occurred and is continuing and the Collateral Agent has received written notice thereof from the Company, the Trustee or any Additional Pari Passu Agent, the Collateral Agent may exercise such of the rights and powers vested in it by this Agreement and the Security Documents, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs; provided that, subject to the limita-  17


tions on the obligations of the Collateral Agent to take actions as provided herein, in the Indenture or any Additional Pari Passu Agreement, Collateral Agent shall exercise, or refrain from exercising, any remedies provided for herein, in accordance with the written instructions of the Required Secured Parties;  (ii)           Except during the continuance of an Event of Default:  (A)          the duties of the Collateral Agent shall be determined solely by the express provisions of this Agreement and the Collateral Agent need perform only those duties that are specifically set forth in this Agreement and the other Security Documents and no others, and no implied covenants or obligations shall be read into this Agreement or the Security Documents against the Collateral Agent; and  (B)           in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent.  (iii)          The Collateral Agent may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:  (A)          this paragraph does not limit the effect of paragraph (ii) or (v) of this Section 10(a);  (B)           the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer of the Collateral Agent, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts; and  (C)           the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it at the direction of the Required Secured Parties, or for the method and place of conducting any proceeding for any remedy available to the Collateral Agent, or exercising any trust or power conferred upon the Collateral Agent, under this Agreement or any other Security Document.  (iv)          Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Security Document that in any way relates to the Collateral Agent is subject to paragraphs (i), (ii), (iii), (v) and (vi) of this Section 10(a).  (v)           No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or incur any liability.  (vi)          The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Grantors.  Money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law.  18


(b)           Rights of the Collateral Agent.  (i)            The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent.  In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Additional Pari Passu Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.  (ii)           Before the Collateral Agent acts or refrains from acting, it may require an Officers Certificate.  The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers Certificate.  The Collateral Agent may consult with counsel of the Collateral Agents own choosing (which may be counsel to the Grantors) and the Collateral Agent shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on the advice or opinion of such counsel or on any Opinion of Counsel.  (iii)          The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.  (iv)          The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document.  Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers Certificate.  (v)           Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officers Certificate.  (vi)          The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.  19


(vii)         The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.  (viii)        The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.  (ix)           The Collateral Agent may request that the Company deliver an Officers Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers Certificate may be signed by any person authorized to sign an Officers Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.  (x)            The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.  (c)           Individual Rights of Collateral Agent.  The Collateral Agent in its individual or any other capacity may become the owner or pledgee of Secured Obligations and may otherwise deal with any Grantor or any Affiliate of any Grantor with the same rights it would have if it were not Collateral Agent.  (d)           Collateral Agents Disclaimer.  The Collateral Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or any other Security Document, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession and the accounting for Trust Monies actually received by it in accordance with the terms hereof), the legality, effectiveness or sufficiency of any Security Document, or the creation, perfection, priority, sufficiency or protection of any Lien on any Collateral, and it shall not be responsible for any statement or recital in this Agreement or any other Security Document.  (e)           Replacement of Collateral Agent.  A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agents acceptance of appointment as provided in this Section 10(e).  The Collateral Agent may resign in writing at any time by so notifying the Company, the Trustee and each Additional Pari Passu Agent.  The Company may remove the Collateral Agent if:  20


(i)            the Collateral Agent is removed as Trustee under the Indenture;  (ii)           the Collateral Agent fails to comply with Section 10(g) hereof;  (iii)          the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code;  (iv)          a custodian or public officer takes charge of the Collateral Agent or its property; or  (v)           the Collateral Agent becomes incapable of acting.  If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Company shall promptly appoint a successor Collateral Agent which complies with the eligibility requirements contained in the Indenture and each Additional Pari Passu Agreement.  If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.  A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company.  Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this Agreement and the other Security Documents.  The successor Collateral Agent shall mail a notice of its succession to the Trustee and each Additional Pari Passu Agent.  The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent.  (f)            Successor Collateral Agent by Merger, Etc.  If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Collateral Agent under this Agreement and the other Security Documents.  (g)           Eligibility.  There shall at all times be a Collateral Agent hereunder that (i) meets the requirements for being a Trustee under the Indenture (prior to the discharge or defeasance of the Indenture) and (ii) following the discharge or defeasance of the Indenture, meets the requirements for being the Additional Pari Passu Agent under any then extant Additional Pari Passu Agreement.  (h)           Collateral Agents Application for Instructions from the Company.  Any application by the Collateral Agent for written instructions from the Company may, at the option of the Collateral Agent, set forth in writing any action proposed to be taken or omitted by the Collateral Agent under this Agreement or any other Security Document and the date on and/or after which such action shall be taken or such omission shall be effective.  The Collateral Agent shall not be liable for any action taken by, or omission of, the Collateral Agent in accordance  21


with a proposal included in such application on or after the date specified in such application (which date shall not be less than twenty Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Collateral Agent shall have received written instructions in response to such application specifying or objecting to the action to be taken or omitted.  (i)            Co-Collateral Agent; Separate Collateral Agent.  At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Company and the Collateral Agent shall have power to appoint agents and sub-agents to the extent permitted under the Indenture and each Additional Pari Passu Agreement.  11.          Collateral Agents Right to Perform Contracts.  Upon the occurrence and during the continuance of an Event of Default, Collateral Agent (or its designee) may (but shall be under no obligation to) upon prior notice to the Company proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement constituting Collateral and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could.  12.          Collateral Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints Collateral 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, to take any action and to execute any instrument which Collateral 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 Collateral 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 Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Collateral 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;  22


(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)           to bring suit in its own name to enforce Collateral consisting of the Patents, Trademarks, Copyrights and Intellectual Property Licenses related to Patents, Trademarks and Copyrights and, if Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral 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.  13.          Collateral Agent May Perform.  If any of the Grantors fails to perform any agreement contained herein, Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Collateral Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.  14.          Collateral Agents Duties.  The powers conferred on Collateral Agent hereunder are solely to protect Collateral Agents interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Collateral 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, Collateral 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.  15.          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, Collateral Agent or Collateral Agents designee may (a) notify Account Debtors of any Grantor to pay all amounts owing on Accounts constituting Collateral to Collateral Agent, for the benefit of the Secured Parties, 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 Security Documents.  16.          Disposition of Pledged Interests by Collateral 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, Collateral Agent may approach only a restricted number of potential purchasers and further understands that a sale un-  23


der 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 Collateral 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, Collateral 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 Interests 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 Collateral Agent has handled the disposition in a commercially reasonable manner.  17.          Voting Rights.  Upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent may, at its option, and with prior notice to any Grantor, and in addition to all rights and remedies available to Collateral 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 Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Collateral Agent, such Grantors true and lawful attorney-in-fact and grants to Collateral Agent an IRREVOCABLE PROXY to vote such Pledged Interests in any manner Collateral 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.  18.          Remedies.  Upon the occurrence and during the continuance of an Event of Default:  (a)           Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the Indenture or any Additional Pari Passu Agreement, 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, Collateral 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 Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral 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 Collateral Agents offices or elsewhere, for cash, on credit, and upon such other terms as Collateral Agent may deem commercially reason-  24


able.  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.  Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Collateral 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)           Collateral 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 owned by any of Grantors, as it pertains to the Collateral, in each case in preparing for sale, advertising for sale and selling any Collateral and in connection with such sale.  Each Grantors rights under all licenses and all franchise agreements shall inure to the benefit of Collateral Agent in each case, solely to the extent permitted under applicable licenses and franchise agreements or as permitted by applicable law, in preparing for sale, advertising for sale and selling any Collateral and in connection with such sale.  (c)           Any cash held by Collateral Agent as Collateral and all cash proceeds received by Collateral 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 Annex III.  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, Collateral Agent shall, to the extent permitted by applicable law, have the right to an immediate writ of possession without notice of a hearing.  Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, 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 Collateral Agent.  19.          Remedies Cumulative.  Each right, power, and remedy of Collateral Agent as provided for in this Agreement or in the other Security 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 Security 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 Collateral Agent of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Collateral Agent of any or all such other rights, powers, or remedies.  25


20.          Marshaling.  Collateral 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 Collateral 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.  21.          Merger, Amendments, Waivers; Etc.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER SECURITY DOCUMENTS AND ANY ADDITIONAL PARI PASSU AGREEMENT, 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 the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No modification of any terms of this Agreement or any other Security Document (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to the applicable Grantor and executed by the Collateral Agent with the consent of such Secured Parties, if any, required by (i) the Indenture and (ii) any Additional Pari Passu Agreement, and such modification shall be applicable only to the matter specified.  22.          Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Collateral Agent or the Trustee at its address specified in the Indenture, to any of the Grantors at their respective addresses specified in the Indenture and to any Additional Pari Passu Agent, to it at the address specified in the applicable Additional Pari Passu Joinder Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties.  23.          Continuing Security Interest.  This Agreement shall create a continuing security interest in the Collateral (other than any Mortgaged Property) and shall (a) remain in full force and effect until the Discharge of Obligations, (b) be binding upon each of the Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Collateral Agent, and its successors, transferees and assigns.  Upon the Discharge of Obligations, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  No transfer, renewal, extension or assignment of this Agreement, any other Security Document or any Additional Pari Passu Agreement, or any other instrument or document executed and delivered by any Grantor to Collateral Agent, nor the taking of further security, nor the retaking of the Collateral by Collateral Agent, nor any other act  26


of any Secured Party shall release any of Grantors from any obligation under this Agreement or any other Security Document.  Collateral 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 Collateral Agent and then only to the extent therein set forth.  A waiver by Collateral 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 Collateral Agent would otherwise have had on any other occasion.  In addition, the Security Interests granted hereunder and the Liens granted under any of the other Security Documents shall terminate and be released, in whole or in part, (i) as to the Secured Obligations under the Indenture and the Notes, as provided in the Indenture and (ii) as to the Permitted Additional Pari Passu Obligations under any Additional Pari Passu Agreement, as provided in such Additional Pari Passu Agreement.  Collateral shall be released from the Security Interest under this Agreement and the Lien under any of the other Security Documents as provided in (i) the Indenture with respect to Liens securing Secured Obligations under the Indenture and the Notes and (ii) each Additional Pari Passu Agreement relating to Permitted Pari Passu Obligations with respect to Liens securing such Permitted Additional Pari Passu Obligations. The Grantors may file appropriate termination statements, mortgage releases satisfactions and re-conveyances, and other filings to terminate or evidence the termination of the Security Interests in and Liens on any assets that have been released from the Security Interest under this Agreement and the Liens under any other Security Documents in accordance with this Section 23 and, at the Grantors expense, the Collateral Agent shall return all Collateral in its possession to the Grantors and shall execute any termination, amendment, mortgage release, satisfaction or re-conveyance, required or desirable to terminate or evidence the termination of  the Security Interest in or Lien on any property or assets released from the Security Interest under this Agreement or any Lien released under any other Security Document.  24.          GOVERNING LAW.  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.  25.          New Subsidiaries.  Any new direct or indirect Domestic Subsidiary (whether by acquisition or creation) of a Grantor that under the terms of the Indenture of any Additional Pari Passu Agreement is required to enter into this Agreement shall do so by executing and delivering in favor of Collateral Agent a supplement to this Agreement in the form of Annex 1 attached hereto.  Upon the execution and delivery of such supplement 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 or any other party hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.  26.          Collateral Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by Collateral Agent shall be a reference to Collateral Agent, for the benefit of the Secured Parties.  27.          Permitted Additional Pari Passu Obligations.  On or after the Issue Date, the Company may from time to time designate additional obligations as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent, the Trustee and each Additional Pari  27


Passu Agent (a) an Officers Certificate (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (ii) representing that such designation complies with the terms of the Indenture and each then extant Additional Pari Passu Agreement, and (iii) specifying the name and address of the Additional Pari Passu Agent for such obligations (if other than the Trustee); (b) except in the case of Additional Notes, a fully executed Additional Pari Passu Joinder Agreement (in the form attached as Annex 2); and (c) an Opinion of Counsel to the effect that the designation of such obligations as Permitted Additional Pari Passu Obligations does not violate the terms of the Indenture or any then extant Additional Pari Passu Agreement (upon which the Collateral Agent may conclusively and exclusively rely) subject to the qualifications specified therein.  28.          Intercreditor Matters.  By accepting the benefits of this Agreement and the other Security Documents, the Collateral Agent, the Trustee, on behalf of itself and the Noteholders and each Additional Pari Passu Agent, on behalf of itself and the Secured Parties under the Additional Pari Passu Agreement under which it is acting in such capacity, agrees that it is bound by (i) the terms of the Intercreditor Agreement applicable to each of them and (ii) the provisions of Annex III.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.  29.          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 Security 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,  28


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 refer to this Agreement as a whole and not to any particular provision of this Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement 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 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 Security 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]  29


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 COMPANYBy:Name:Title:OXFORD   CARIBBEAN, INC.By:Name:Title:


OXFORD   GARMENT, INC.By:Name:Title:OXFORD   INTERNATIONAL, INC.By:Name:Title:OXFORD   OF SOUTH CAROLINA, INC.By:Name:Title:PIEDMONT   APPAREL CORPORATIONBy:Name:Title:SFI   OF OXFORD ACQUISITION CORPORATIONBy:Name:Title:TOMMY   BAHAMA BEVERAGES, LLCBy:Name:Title:  2


TOMMY   BAHAMA R&R HOLDINGS, INC.By:Name:Title:TOMMY   BAHAMA TEXAS BEVERAGES, LLCBy:Name:Title:VIEWPOINT   MARKETING, INC.By:Name:Title:OXFORD   LOCKBOX, INC.By:Name:Title:COLLATERAL   AGENT:U.S.   BANK NATIONAL ASSOCIATION,as   Collateral AgentBy:Name:Title:TRUSTEE:U.S.   BANK NATIONAL ASSOCIATION,as   TrusteeBy:Name:Title:  3


SCHEDULE 1  TRADE NAMES; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHIEF EXECUTIVE OFFICES  Legal Names, Etc.  Legal Name

Type of Entity

Registered Organization   (Yes/No)

Organizational Number

Federal Taxpayer   Identification Number

State of FormationOxford   Industries, Inc.

Corporation

Yes

J313189

58-0831862

GeorgiaOxford   International, Inc.

Corporation

Yes

J204283

58-1469312

GeorgiaBen Sherman   Clothing, Inc.

Corporation

Yes

K420057

58-2124593

GeorgiaOxford   Garment, Inc.

Corporation

Yes

2209382

58-1862551

DelawarePiedmont Apparel Corporation

Corporation

Yes

3061644

51-0393417

DelawareLionshead Clothing   Company

Corporation

Yes

3061645

51-0393413

DelawareOxford   Caribbean, Inc.

Corporation

Yes

2550988

58-2250128

DelawareOxford Lockbox, Inc.

Corporation

Yes

4132945

20-4606943

DelawareSFI of Oxford   Acquisition Corporation

Corporation

Yes

4029893

20-3554043

Delaware  4


Tommy Bahama   Group, Inc.

Corporation

Yes

2304525

13-3676108

DelawareTommy Bahama R&R   Holdings, Inc.

Corporation

Yes

2691928

13-3923200

DelawareTommy Bahama Beverages,   LLC

Limited Liability   Company

Yes

3882133

20-2046093

DelawareViewpoint   Marketing, Inc.

Corporation

Yes

P07000063076

26-0270235

FloridaOxford of South   Carolina, Inc.

Corporation

Yes

None.

58-2403944

South CarolinaTommy Bahama Texas   Beverages, LLC

Limited Liability   Company

Yes

800416300

20-2045908

Texas  5


Prior Organizational Names  Company/Subsidiary

Prior Name

Date of ChangeBen   Sherman Clothing, Inc.

Oxford   Clothing Corporation

July 30,   2004Tommy   Bahama Group, Inc.

Viewpoint   International, Inc.

January 2005  Changes in Corporate Identity; Other Names  The following names have been used by Oxford Industries, Inc. within the past five years:  Lanier Clothes Oxford Apparel Oxford Golf Ely & Walker  The following names have been used by Tommy Bahama R&R Holdings, Inc. (or by entities which have been merged into Tommy Bahama R&R Holdings, Inc.) within the past five years:  Tommy Bahama Ala Moana Tommy Bahama Atlantic City Tommy Bahama Austin Tommy Bahama Biltmore Tommy Bahama Birmingham Tommy Bahama Boca Raton Tommy Bahamas Tropical Café & Emporium Tommy Bahama Café Emporium Tommy Bahama Charleston Tommy Bahama Cherry Creek Tommy Bahama Dallas Tommy Bahama Dallas Galleria Tommy Bahama Farmers Market Tommy Bahamas Island Grille Tommy Bahama Kansas City Tommy Bahama La Jolla Tommy Bahama Las Olas Tommy Bahama Las Vegas Tommy Bahama Las Vegas Fashion Show Tommy Bahama Las Vegas Forum Tommy Bahama Manhattan Village Tommy Bahama Mauna Lani Tommy Bahama Mission Viejo


Tommy Bahama Myrtle Beach Tommy Bahama Newport Beach Tommy Bahama North Scottsdale Tommy Bahama Orlando Tommy Bahama Palm Beach Gardens Tommy Bahama Palm Desert Tommy Bahama Palo Alto Tommy Bahama Pasadena Tommy Bahama Phipps Plaza Tommy Bahama Primm Tommy Bahama Relax Tommy Bahama San Diego Fashion Valley Tommy Bahama San Jose Tommy Bahama Sarasota Tommy Bahama South Park Tommy Bahama St. Augustine Tommy Bahama Troy Tommy Bahama Tucson Tommy Bahama Tysons Galleria Tommy Bahama Wailea Tommy Bahama Walnut Creek Tommy Bahama Whalers Village Tommy Bahama Woodbury Commons Tommy Bahama International Plaza Tommy Bahama Short Hills Tommy Bahama Wellington Green Tommy Bahama Woodlands Tommy Bahama Womens Swimwear Tommy Bahama Golf Indigo Palms Fashion Island Indigo Palms Las Vegas Forum Indigo Palms Santana Row Indigo Palms Las Olas  The following Subsidiaries have used the following names:  ·Piedmont Apparel Corporation has used Airman Shirt Co., Ltd.  ·Lionshead Clothing Company has used Manchester Shirts, Inc.  ·SFI of Oxford Acquisition Corporation has used Arnold Brant.  ·Tommy Bahama Group, Inc. has used the names Tommy Bahama Golf, Indigo Palms and Island Soft.  2


·Oxford of South Carolina, Inc. has used the name Next Day Apparel, Inc. (asset purchase).  Chief Executive Offices  Company/Subsidiary

Chief Executive Office and Principal   Place of Business

County

StateOxford   Industries, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaOxford   International, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaBen   Sherman Clothing, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaOxford   Garment, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaPiedmont   Apparel Corporation

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaLionshead   Clothing Company

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaOxford   Caribbean, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaOxford   Lockbox, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaSFI   of Oxford Acquisition Corporation

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaTommy   Bahama Group, Inc.*

428   Westlake Avenue North
Seattle,   WA 98109

or

222   Piedmont Avenue, NE
Atlanta,   GA 30308

King




Fulton

Washington




GeorgiaTommy   Bahama R&R Holdings, Inc.*

428   Westlake Avenue North
Seattle,   WA 98109

or

222   Piedmont Avenue, NE
Atlanta,   GA 30308

King




Fulton

Washington




Georgia  3


Company/Subsidiary

Chief Executive Office and Principal   Place of Business

County

StateTommy   Bahama Beverages, LLC*

428   Westlake Avenue North
Seattle,   WA 98109

or

222   Piedmont Avenue, NE
Atlanta,   GA 30308

King




Fulton

Washington




GeorgiaViewpoint   Marketing, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaOxford   of South Carolina, Inc.

222   Piedmont Avenue, NE
Atlanta,   GA 30308

Fulton

GeorgiaTommy   Bahama Texas Beverages, LLC*

428   Westlake Avenue North
Seattle,   WA 98109

or

222   Piedmont Avenue, NE
Atlanta,   GA 30308

or

9595   Six Pines Drive, Suite 700
The   Woodlands, TX 77380

King




Fulton




Montgomery

Washington




Georgia




Texas  
 *For the purposes of filing UCC-1 financing statements, the chief executive office of this entity is located at222 Piedmont Avenue, NE, Atlanta, GA 30308.  Books and Records Regarding Collateral  Books and records regarding the Collateral are maintained at 222 Piedmont Avenue, Atlanta, GA 30308 - 1545.  4


SCHEDULE 2  COMMERCIAL TORT CLAIMS  None.


SCHEDULE 3  COPYRIGHT REGISTRATIONS AND APPLICATIONS FOR REGISTRATION  CLAIMANT

TITLE

COPYRIGHT NUMBEROxford   Industries, Inc.

Holbrook   training performance program.

TXu000280688Oxford   Industries, Inc.

Island   Soft.

TXu001158449Oxford   Industries, Inc.

Paradise   party : the official paradise nation party planner.

TXu001158448Viewpoint   International, Inc.

Four   food groups : no. T7314, T7313.

VA0001226307Viewpoint   International, Inc.

Island   carpool : no. T7316.

VA0001226306Viewpoint   International, Inc.

Paradise   Beach : no. T30300.

VA0001226305Viewpoint   International, Inc.

Scene   stealer : no. T7315, T7312.

VA0001226308Viewpoint   International, Inc.

Smooth   operator : no. T30299, T7320.

VA0001226304Viewpoint   International, Inc.

(44)T20073/TB2613.

VA0001282101Viewpoint   International, Inc.

(44)TB2620.

VA0001282098Viewpoint   International, Inc.

(44)TB2623.

VA0001275845Viewpoint   International, Inc.

(44)TB2643.

VA0001275850Viewpoint   International, Inc.

(44)TB30338.

VA0001282111Viewpoint   International, Inc.

(44)TB30347.

VA0001282110Viewpoint   International, Inc.

(44)TB30580.

VA0001282091Viewpoint   International, Inc.

(44)TB30651.

VA0001282119Viewpoint   International, Inc.

(44)TB30654.

VA0001282086Viewpoint   International, Inc.

(44)TB30664/TB2682.

VA0001275853Viewpoint   International, Inc.

(44)TB30667.

VA0001282106Viewpoint   International, Inc.

(44)TB30672/2642/9217.

VA0001282100Viewpoint   International, Inc.

(44)TB30677.

VA0001282118Viewpoint   International, Inc.

(44)TB30677/2619/9220.

VA0001282085Viewpoint   International, Inc.

(44)TB30684.

VA0001282109Viewpoint   International, Inc.

(44)TB30695.

VA0001282093Viewpoint   International, Inc.

(44)TB30701.

VA0001282090Viewpoint   International, Inc.

(44)TB30708.

VA0001282083Viewpoint   International, Inc.

(44)TB30710.

VA0001282102Viewpoint   International, Inc.

(44)TB30717.

VA0001275852Viewpoint   International, Inc.

(44)TB30740.

VA0001282099


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

(44)TB30751.

VA0001282117Viewpoint   International, Inc.

(44)TB30759.

VA0001282115Viewpoint   International, Inc.

(44)TB30760.

VA0001282095Viewpoint   International, Inc.

(44)TB30761/TB2645.

VA0001275849Viewpoint   International, Inc.

(44)TB30763.

VA0001282096Viewpoint   International, Inc.

(44)TB30764.

VA0001282107Viewpoint   International, Inc.

(44)TB30768.

VA0001282121Viewpoint   International, Inc.

(44)TB30770.

VA0001282092Viewpoint   International, Inc.

(44)TB30771.

VA0001282114Viewpoint   International, Inc.

(44)TB9216.

VA0001282108Viewpoint   International, Inc.

44TB2609.

VA0001282094Viewpoint   International, Inc.

44TB2629.

VA0001282087Viewpoint   International, Inc.

44TB30653.

VA0001282082Viewpoint   International, Inc.

44TB30699/9218.

VA0001282120Viewpoint   International, Inc.

44TB9207.

VA0001282113Viewpoint   International, Inc.

(51)TB1195.

VA0001284300Viewpoint   International, Inc.

(51)TB2653.

VA0001284291Viewpoint   International, Inc.

(51)TB2678.

VA0001284299Viewpoint   International, Inc.

(51)TB30814.

VA0001284290Viewpoint   International, Inc.

(51)TB30821.

VA0001284294Viewpoint   International, Inc.

(51)TB30822.

VA0001284295Viewpoint   International, Inc.

(51)TB30825.

VA0001284298Viewpoint   International, Inc.

(51)TB30840.

VA0001284293Viewpoint   International, Inc.

(51)TB30841.

VA0001284297Viewpoint   International, Inc.

(51)TB30842.

VA0001284292Viewpoint   International, Inc.

(51)TB30865.

VA0001284296Viewpoint   International, Inc.

Aerial   palms.

VA0001263899Viewpoint   International, Inc.

Agua   fresca.

VA0001263895Viewpoint   International, Inc.

Amaze   me : no. (51)TB30866.

VA0001299336Viewpoint   International, Inc.

Bahama   bliss.

VA0001263889Viewpoint   International, Inc.

Balcony   blooms.

VA0001259263Viewpoint   International, Inc.

Bamboo   bouquet.

VA0001221761Viewpoint   International, Inc.

Bamboo   eclipse : no. (51)TB30773.

VA0001299323Viewpoint   International, Inc.

[Bamboo]   : no. TB30456, [TB9162]

VA0001219341Viewpoint   International, Inc.

Banana   botana : no. (51)TB30774.

VA0001299337Viewpoint   International, Inc.

Batiki   floral : no. TBEM3052.

VA0001259284Viewpoint   International, Inc.

Batiki   lounge.

VA0001263888  2


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

Beach   party mixer : no. (51)TB30851.

VA0001297629Viewpoint   International, Inc.

[Below   the equator] : no. TB30476.

VA0001219386Viewpoint   International, Inc.

Best   wishes.

VAu000648574Viewpoint   International, Inc.

Big   Shot Drive Inn : no. T2915.

VA0001300327Viewpoint   International, Inc.

Bird   is the word : no. (51)TB30784/TB9234.

VA0001299328Viewpoint   International, Inc.

Bird   of paradise.

VA0001263920Viewpoint   International, Inc.

Bird   of patchadise : no. (51)TB30804/TB9226.

VA0001299330Viewpoint   International, Inc.

Block   party.

VA0001263896Viewpoint   International, Inc.

Bogey   and last call : no. T7356, T7364, T30622.

VA0001300333Viewpoint   International, Inc.

Bon   voyage.

VA0001221769Viewpoint   International, Inc.

Born   to break par.

VAu000648577Viewpoint   International, Inc.

Bouquet   toss.

VA0001221762Viewpoint   International, Inc.

[Boutique   bouquet] : no. TB30588.

VA0001219344Viewpoint   International, Inc.

Bowing   horse.

VAu000656158Viewpoint   International, Inc.

Brisbane   hibiscus : no. TB30543.

VA0001259258Viewpoint   International, Inc.

[Brushed   hibiscus camp] : pattern no. TB-30585.

VA0001219339Viewpoint   International, Inc.

[Buena   vista] : no. 34TB2535.

VA0001217919Viewpoint   International, Inc.

Butterfly   getaway : (51)TB30844.

VA0001297621Viewpoint   International, Inc.

Callaflora   : no. TB-30530.

VA0001259259Viewpoint   International, Inc.

Casting   agent : no. T30464.

VA0001300336Viewpoint   International, Inc.

Chairman   of the board : no. T30615, T7363.

VA0001300334Viewpoint   International, Inc.

[Champagne   toast] : no. 34TB30427.

VA0001217925Viewpoint   International, Inc.

Cigar   club.

VAu000648582Viewpoint   International, Inc.

Cigar   club bag.

VAu000648581Viewpoint   International, Inc.

Cigar   club towel.

VAu000648580Viewpoint   International, Inc.

Climbing   vines.

VA0001259285Viewpoint   International, Inc.

Club   88 : pattern TB30642.

VA0001263751Viewpoint   International, Inc.

Copa   Copacabana : no. (51)TB30817.

VA0001297627Viewpoint   International, Inc.

[Costa   flora] : no. TB2557.

VA0001219343Viewpoint   International, Inc.

Costa   Rica.

VA0001221755  3


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

Country   club : no. (51)TB30823.

VA0001297631Viewpoint   International, Inc.

Couple   on grass.

VAu000656159Viewpoint   International, Inc.

Daisy   delight : no. TB30469.

VA0001219411Viewpoint   International, Inc.

Dancing   mirage : no. TB30547.

VA0001259288Viewpoint   International, Inc.

[Date   grove] : no. TB30435.

VA0001219387Viewpoint   International, Inc.

[Deja   vu] : no. 34TB30380.

VA0001217929Viewpoint   International, Inc.

Desert   birds : no. TB30462.

VA0001219412Viewpoint   International, Inc.

Desert   oasis (blue) : no. (51)TB30822.

VA0001297626Viewpoint   International, Inc.

Desert   oasis : no. (51)TB30831.

VA0001297625Viewpoint   International, Inc.

Dr.   Cocktail.

VAu000648587Viewpoint   International, Inc.

Dragon   dreams : pattern TB30619.

VA0001263752Viewpoint   International, Inc.

[Dreaming   del Rio] : no. TB30458.

VA0001219422Viewpoint   International, Inc.

Endless   weekend.

VA0001263918Viewpoint   International, Inc.

[Fan-tastic   : no. TB30430]

VA0001219428Viewpoint   International, Inc.

[Fantasy   island] : no. 34TB30328.

VA0001217931Viewpoint   International, Inc.

Fat   Cat Casino : no. T7340.

VA0001300330Viewpoint   International, Inc.

Fern   flower-floria : no. TB-30532.

VA0001259271Viewpoint   International, Inc.

Final   flamingo towel art.psd : no. TW7132.

VA0001214455Viewpoint   International, Inc.

Fire   flower.

VA0001263892Viewpoint   International, Inc.

[Fire   flower : TB30496]

VA0001252633Viewpoint   International, Inc.

Firecracker   palms : no. (51)TB2668.

VA0001299320Viewpoint   International, Inc.

[First   dance] : no. 34TB30418.

VA0001217927Viewpoint   International, Inc.

[Fleur de soleil] : no. TB30450.

VA0001219392Viewpoint   International, Inc.

Floral   fireworks : no. TB-30521.

VA0001259268Viewpoint   International, Inc.

Floral   investment : no. (51)TB2694.

VA0001299339Viewpoint   International, Inc.

Floral   island : pattern TB30429.

VA0001259278Viewpoint   International, Inc.

Floral   reflections : no. TB30487.

VA0001219410Viewpoint   International, Inc.

Floramazing   : no. TB-30540.

VA0001259270Viewpoint   International, Inc.

Flower   fan : no. TB-30529.

VA0001259282Viewpoint   International, Inc.

Flower   girl.

VA0001221771Viewpoint   International, Inc.

Flower   pool tee : no. TB-2580.

VA0001259290Viewpoint   International, Inc.

[Fresca   palms] : no. 34TB30399.

VA0001217914Viewpoint   International, Inc.

Fresh   beverage.

VA0001221775  4


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

[From   here to paradise] : no. TB30428.

VA0001219420Viewpoint   International, Inc.

Gallery   walk.

VA0001263890Viewpoint   International, Inc.

Garden   collage : no. TB-2568.

VA0001259281Viewpoint   International, Inc.

Garden   of hope & courage : Bahama coloda.

VA0001263897Viewpoint   International, Inc.

Garden   of hope and courage/terrace garden : no. TB30263.

VA0001259277Viewpoint   International, Inc.

Ginger   tonic.

VA0001221760Viewpoint   International, Inc.

[GoHaC]   : no. 34TB30398.

VA0001217920Viewpoint   International, Inc.

Grande   pardiseo : no. (51)TB30764.

VA0001299329Viewpoint   International, Inc.

Grass   call.

VAu000648579Viewpoint   International, Inc.

Grass   call II : Grass call.

VAu000648578Viewpoint   International, Inc.

Great   barrier leaf : no. TB-2576.

VA0001259287Viewpoint   International, Inc.

Heart   of palms : Palm relief.

VA0001263911Viewpoint   International, Inc.

Hibiscus   hacienda : no. (51)TB30826/TB9239.

VA0001299332Viewpoint   International, Inc.

[Hibiscus   hideaway : No. TB30437]

VA0001252631Viewpoint   International, Inc.

[Hiding   in hibiscus] : no. TB30455.

VA0001219391Viewpoint   International, Inc.

Hilo   hideaway.

VA0001221766Viewpoint   International, Inc.

[Hollywood   hibiscus] : no. TB30593.

VA0001219346Viewpoint   International, Inc.

Honeymoon   lagoon.

VA0001221763Viewpoint   International, Inc.

Hula   hallucinations.

VA0001221764Viewpoint   International, Inc.

Hula   marathon : no. (51)TB30786.

VA0001299345Viewpoint   International, Inc.

Hullawood   : no. (51)TB30799/TB9238.

VA0001299334Viewpoint   International, Inc.

Hut   hut hurry/sunrise sail : no. (44)TB30673/TB9213.

VA0001275847Viewpoint   International, Inc.

[Island   adventure camp] : no. TB30431.

VA0001219389Viewpoint   International, Inc.

Island   director : no. T7338.

VA0001300329Viewpoint   International, Inc.

Island   getaway.

VA0001221770Viewpoint   International, Inc.

Island   inspiration.

VA0001219409Viewpoint   International, Inc.

Island   surprise.

VA0001221768Viewpoint   International, Inc.

[Jardin]   : no. TB30509.

VA0001219404  5


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

Juicy   blooms : no. (51)TB30816.

VA0001297632Viewpoint   International, Inc.

Jungle   boggie : no. (51)TB30827.

VA0001299325Viewpoint   International, Inc.

Jungle   Down Under : no. TB30578.

VA0001259269Viewpoint   International, Inc.

Jungle   heat : style no. T30520, T30583, T9264.

VA0001263915Viewpoint   International, Inc.

[Jungle   rhumba] : no. 34TB30403.

VA0001217923Viewpoint   International, Inc.

Just   duet : no. (51)TB30783/TB9240.

VA0001299344Viewpoint   International, Inc.

Kaboom   palm : no. (51)TB30801/TB9231.

VA0001299324Viewpoint   International, Inc.

King   of the green.

VAu000648586Viewpoint   International, Inc.

King   of the green : no. 2 : King of the green.

VAu000654237Viewpoint   International, Inc.

Koi me later : style no. T30493 & T9253.

VA0001263917Viewpoint   International, Inc.

Kona   coast.

VA0001221756Viewpoint   International, Inc.

Late   night tango.

VA0001263900Viewpoint   International, Inc.

Leaf   constellation : no. TB30523.

VA0001259267Viewpoint   International, Inc.

Leaf   it to me.

VA0001263885Viewpoint   International, Inc.

Leaves   of paradise : no. TB-30647.

VA0001259273Viewpoint   International, Inc.

Leaves   over leaves : no. TB-30399.

VA0001259272Viewpoint   International, Inc.

Light   bright lillies : no. TB-30520.

VA0001259279Viewpoint   International, Inc.

Lily   Island : no. TB-30643.

VA0001259280Viewpoint   International, Inc.

Lily   my love.

VA0001221765Viewpoint   International, Inc.

Lost   islands.

VA0001221746Viewpoint   International, Inc.

[Lotus   limbo] : no. 34TB30326.

VA0001217913Viewpoint   International, Inc.

Love   birds : no. 34TB30419.

VA0001217922Viewpoint   International, Inc.

Luau   Lanes.

VAu000648588Viewpoint   International, Inc.

Luau   lanes : (51)TB30753.

VA0001299319Viewpoint   International, Inc.

Luau   lanes : no. TB-30535.

VA0001259289Viewpoint   International, Inc.

Luscious   lovelies.

VA0001221773Viewpoint   International, Inc.

Lush   limbo : (51)TB2651.

VA0001297623Viewpoint   International, Inc.

Lush   limbo (blue) : no. (51)TB2651.

VA0001297630  6


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

Made   in the shade : no. TB-30648.

VA0001259261Viewpoint   International, Inc.

[Mai   tide] : no. TB30438/TB9175.

VA0001219393Viewpoint   International, Inc.

[Mambo   mama] : no. 34TB30354.

VA0001217933Viewpoint   International, Inc.

Man   by pool.

VAu000656160Viewpoint   International, Inc.

Mandalay.

VA0001263894Viewpoint   International, Inc.

Margarita   mambo : no. (51)TB30811/TB9228.

VA0001299333Viewpoint   International, Inc.

Martinis   & bikinis : no. T7347.

VA0001300328Viewpoint   International, Inc.

Mirage   : no. (51)TB30850.

VA0001297628Viewpoint   International, Inc.

Mission   beach : no. (51)TB2687.

VA0001299341Viewpoint   International, Inc.

Monkey   shack : no. (51)TB30798.

VA0001299321Viewpoint   International, Inc.

Monte   collina : no. TB-30577.

VA0001259260Viewpoint   International, Inc.

[Moon   over Miami] : no. TB30445.

VA0001219394Viewpoint   International, Inc.

Moonlight   Bay.

VA0001221745Viewpoint   International, Inc.

Moonlit   breeze : no. TB-30545.

VA0001259266Viewpoint   International, Inc.

Naughty   noel : no. (44)TB30748/TB9528.

VA0001275846Viewpoint   International, Inc.

Oasis   palm : no. (51)TB30788/TB9.

VA0001299343Viewpoint   International, Inc.

[Orchid   breeze] : no. 34TB30340.

VA0001217928Viewpoint   International, Inc.

[Orchid   sands] : no. TB30591.

VA0001247587Viewpoint   International, Inc.

[Orchid   springs] : no. TB30595.

VA0001219337Viewpoint   International, Inc.

[Orchids   on the run] : no. 34TB30364.

VA0001217930Viewpoint   International, Inc.

Paint   the town.

VA0001221752Viewpoint   International, Inc.

Palm   daddy.

VA0001263884Viewpoint   International, Inc.

Palm   fiction : no. (44)TB30747.

VA0001275851Viewpoint   International, Inc.

[Palm   illusion] : no. 34TB30365.

VA0001217918Viewpoint   International, Inc.

[Palm   pile-it] : no. 34TB30360.

VA0001217915Viewpoint   International, Inc.

Palm   screening : no. (51)TB30809.

VA0001299335Viewpoint   International, Inc.

[Palm   swizzles] : no. 34TB30395.

VA0001217917Viewpoint   International, Inc.

Palm   tiles : no. (51)TB2686.

VA0001299338Viewpoint   International, Inc.

Palm   tree party : no. TB1169.

VA0001259275  7


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

Paradise   detective.

VAu000648583Viewpoint   International, Inc.

Paradise   etchings.

VA0001263898Viewpoint   International, Inc.

[Paradise   found] : no. TB30594.

VA0001219349Viewpoint   International, Inc.

Paradise   LEI.

VA0001263922Viewpoint   International, Inc.

Paradise   pagoda.

VA0001263887Viewpoint   International, Inc.

Paradise   pin up.

VAu000648575Viewpoint   International, Inc.

[Paradise   shadow] : pattern no. TB30584.

VA0001219350Viewpoint   International, Inc.

[Passion   leaf] : no. TB30274.

VA0001219423Viewpoint   International, Inc.

Pattern   TB30659.

VA0001282105Viewpoint   International, Inc.

Pattern   TB30686.

VA0001282089Viewpoint   International, Inc.

Pattern   TB30752.

VA0001282084Viewpoint   International, Inc.

Petal   pusher : no. (51)TB30815.

VA0001297633Viewpoint   International, Inc.

[Picnic   in Provence] : pattern no. TB30446.

VA0001219408Viewpoint   International, Inc.

Picture   perfect : (51)TB30813.

VA0001297620Viewpoint   International, Inc.

Pineapple   flair : no. TB-30544.

VA0001259293Viewpoint   International, Inc.

Pineapple   float : no. (51)TB30797.

VA0001299326Viewpoint   International, Inc.

Pineapple   pizazz.

VA0001221750Viewpoint   International, Inc.

Pineapple   plantation : no. (51)TB30867.

VA0001299342Viewpoint   International, Inc.

Pineapple   soul mate.

VA0001221759Viewpoint   International, Inc.

Pineapple   tango.

VA0001221758Viewpoint   International, Inc.

Pineapple   toss : no. TB-2573.

VA0001259283Viewpoint   International, Inc.

Pipe   dream.

VA0001221754Viewpoint   International, Inc.

[Play   it again] : no. TB30587.

VA0001219340Viewpoint   International, Inc.

Poinsetta   promise.

VA0001221747Viewpoint   International, Inc.

Postage   pick up : no. T30515.

VA0001263913Viewpoint   International, Inc.

Pot   of gold camp.

VA0001263891Viewpoint   International, Inc.

[Propella   palm] : no. TB30433/TB9163.

VA0001219385Viewpoint   International, Inc.

Putt   Daddy.

VAu000648591Viewpoint   International, Inc.

Putt   Daddy II : Putt Daddy.

VAu000648590Viewpoint   International, Inc.

Putt   Daddy III : Putt Daddy : Putt Daddy II.

VAu000648589Viewpoint   International, Inc.

Queen   of the desert : (51)TB30805.

VA0001297622Viewpoint   International, Inc.

Remote   island : style no. T30519, T9263.

VA0001263912  8


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

[Romantic   rendezvous] : no. 34TB30329.

VA0001217916Viewpoint   International, Inc.

[Rustic   paradise] : no. TB30590.

VA0001219338Viewpoint   International, Inc.

Sail   fast live slow : no. T30466, T2964.

VA0001300331Viewpoint   International, Inc.

Sails   call.

VAu000648585Viewpoint   International, Inc.

Salvadorian.

VA0001221767Viewpoint   International, Inc.

Samba   serenade : no. (51)TB30805.

VA0001299340Viewpoint   International, Inc.

Samba   sunset.

VA0001263886Viewpoint   International, Inc.

Seafood   troops.

VA0001263919Viewpoint   International, Inc.

Shaded   fern toss : no. TB30533.

VA0001259292Viewpoint   International, Inc.

Shadow   palm hibiscus : no. TB-30525.

VA0001259291Viewpoint   International, Inc.

Shake   my day.

VAu000648593Viewpoint   International, Inc.

Shake   my day II : Shake my day.

VAu000648592Viewpoint   International, Inc.

Smooth   sailing.

VA0001221772Viewpoint   International, Inc.

Snap   shot.

VA0001263916Viewpoint   International, Inc.

[So   right, sarong] : no. TB30453.

VA0001219388Viewpoint   International, Inc.

[South   Pacific] : no. TB2556.

VA0001219342Viewpoint   International, Inc.

Splash   dance : no. T7357.

VA0001300335Viewpoint   International, Inc.

Split   decision.

VA0001271900Viewpoint   International, Inc.

Sports   car.

VAu000656161Viewpoint   International, Inc.

Straight   up.

VAu000648576Viewpoint   International, Inc.

Suite   time : (51)TB2667.

VA0001299317Viewpoint   International, Inc.

Sun   baked blossom.

VA0001259286Viewpoint   International, Inc.

Sundancer   : pattern no. TB-2590, fall 04.

VA0001263753Viewpoint   International, Inc.

[Sunset   hideaway] : no. TB30359.

VA0001219348Viewpoint   International, Inc.

Swanky   palms : no. (51)TB30794/TB9233.

VA0001299327Viewpoint   International, Inc.

Swingers   only.

VAu000648584Viewpoint   International, Inc.

Swizzle Inn : no. T30465, T7345.

VA0001300332Viewpoint   International, Inc.

[Tahiti   sweetie] : no. TB30592.

VA0001219347Viewpoint   International, Inc.

Tahitian   breeze.

VA0001221753Viewpoint   International, Inc.

Tall   cool one : no. T7339.

VA0001300326Viewpoint   International, Inc.

[Tarpum   springs] : no. 34TB2530.

VA0001217924Viewpoint   International, Inc.

TB-2594.

VA0001259262  9


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

TB   promise me flower : no. TW7147.

VA0001214454Viewpoint   International, Inc.

TB   vines visor embroidery : no. TW7148.

VA0001214456Viewpoint   International, Inc.

TB2612.

VA0001282088Viewpoint   International, Inc.

TB30434.

VA0001241846Viewpoint   International, Inc.

TB30441.

VA0001219425Viewpoint   International, Inc.

TB30444.

VA0001219432Viewpoint   International, Inc.

TB30451.

VA0001241850Viewpoint   International, Inc.

TB30454.

VA0001241849Viewpoint   International, Inc.

TB30457.

VA0001219431Viewpoint   International, Inc.

TB30459.

VA0001219427Viewpoint   International, Inc.

TB30461.

VA0001241847Viewpoint   International, Inc.

TB30464.

VA0001219426Viewpoint   International, Inc.

TB30466.

VA0001252634Viewpoint   International, Inc.

TB30467.

VA0001219429Viewpoint   International, Inc.

TB30471.

VA0001219430Viewpoint   International, Inc.

TB30475.

VA0001241848Viewpoint   International, Inc.

TB30505.

VA0001252630Viewpoint   International, Inc.

TB30508.

VA0001252632Viewpoint   International, Inc.

TB30654.

VA0001282103Viewpoint   International, Inc.

TB30663/9222.

VA0001282112Viewpoint   International, Inc.

TB30675.

VA0001282104Viewpoint   International, Inc.

TB30680.

VA0001282097Viewpoint   International, Inc.

TB30697.

VA0001282116Viewpoint   International, Inc.

TB30704/TB2618/TB9527.

VA0001275848Viewpoint   International, Inc.

Teetotaler   : no. T7334.

VA0001300337Viewpoint   International, Inc.

Tennis   man.

VAu000656162Viewpoint   International, Inc.

[Textile   infusion] : no. TB30473/TB9169.

VA0001219384Viewpoint   International, Inc.

[The   honeymooner] : no. 34TB1148.

VA0001217926Viewpoint   International, Inc.

Tiger   Lily Lane : no. TB30644.

VA0001259276Viewpoint   International, Inc.

[Tommy   tonga] : no. TB30482/TB9165.

VA0001219390Viewpoint   International, Inc.

Tranquility   isle.

VA0001221748Viewpoint   International, Inc.

Triple   vision : no. (51)TB30829/TB9535.

VA0001299331Viewpoint   International, Inc.

Tropical   atol : no. TB-1173.

VA0001259274Viewpoint   International, Inc.

[Tropical   lace] : no. 34TB30416.

VA0001217932Viewpoint   International, Inc.

Tropical   sketch : no. TB-30534.

VA0001259256  10


CLAIMANT

TITLE

COPYRIGHT NUMBERViewpoint   International, Inc.

Tropical   tea party : no. TB-30577.

VA0001259264Viewpoint   International, Inc.

Tropical   treasure.

VA0001221751Viewpoint   International, Inc.

Turks   tiles : no. (51)T30775/TB9230.

VA0001299322Viewpoint   International, Inc.

Twilight   proposal.

VA0001221749Viewpoint   International, Inc.

[Vacation   vixenback] : no. 34TB30394.

VA0001217921Viewpoint   International, Inc.

Vacation   vixenbottom.

VA0001221757Viewpoint   International, Inc.

Vintage   vines : no. TB-30528.

VA0001259257Viewpoint   International, Inc.

Vintage   vision.

VA0001263914Viewpoint   International, Inc.

Volcanic   venture.

VA0001263901Viewpoint   International, Inc.

Wading   for love.

VA0001263921Viewpoint   International, Inc.

Watercolor   blossoms : no. TB-30639.

VA0001259265Viewpoint   International, Inc.

Watercolor   floral : no. (51)TB30824.

VA0001297624Viewpoint   International, Inc.

[Waterfall   flowers] : pattern no. TB30587.

VA0001219345Viewpoint   International, Inc.

Wedding   shower.

VA0001221774Viewpoint   International, Inc.

Which   way to Paradise? : (51)TB9237.

VA0001299318Viewpoint   International, Inc.

Whirlwind.

VA0001263893Viewpoint   International, Inc.

Windswept   floral : (51)TB2674.

VA0001297619Viewpoint   International, Inc.

[Wings   over Rio] : no. TB30465.

VA0001219424Viewpoint   International, Inc.

Woman   kneeling on beach.

VAu000656157Viewpoint   International, Inc.

Zen   and now : no. T30544, T7365.

VA0001300338TOMMY   BAHAMA GROUP, INB.

LOGO   STRIPE TOWEL.

VAu000957200Tommy   Bahama Group, Inc.

12   Days of Christmas.

VAu000956411Tommy   Bahama Group, Inc.

20,000   leaves under the sea : no. (61) TB31187.

VAu000700403Tommy   Bahama Group, Inc.

3-way   stop : no. (53) TB30888/TB9543.

VAu000672956Tommy   Bahama Group, Inc.

3-way   stop : no. (53) TB30888/TB9543.

VAu000672957Tommy   Bahama Group, Inc.

(63)TB30919

VA0001349283Tommy   Bahama Group, Inc.

(63)TB31235.

VA0001349286Tommy   Bahama Group, Inc.

(63)TB31238.

VA0001349278Tommy   Bahama Group, Inc.

(63)TB31243.

VA0001349287  11


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

(63)TB31245.

VA0001349288Tommy   Bahama Group, Inc.

(63)TB31251.

VA0001349291Tommy   Bahama Group, Inc.

(63)TB31257.

VA0001349290Tommy   Bahama Group, Inc.

(63)TB31270.

VA0001349282Tommy   Bahama Group, Inc.

(63)TB31275.

VA0001349277Tommy   Bahama Group, Inc.

(63)TB31282.

VA0001349284Tommy   Bahama Group, Inc.

(63)TB31284.

VA0001349276Tommy   Bahama Group, Inc.

(63)TB31292.

VA0001349281Tommy   Bahama Group, Inc.

(63)TB9335.

VA0001349285Tommy   Bahama Group, Inc.

(63)TB9340.

VA0001349292Tommy   Bahama Group, Inc.

(63)TB9341.

VA0001349275Tommy   Bahama Group, Inc.

63   TB9348.

VA0001356793Tommy   Bahama Group, Inc.

(63)TB9350.

VA0001349289Tommy   Bahama Group, Inc.

63   TB9357.

VA0001356792Tommy   Bahama Group, Inc.

(63)TB9361.

VA0001349293TOMMY   BAHAMA GROUP, INC.

(71)   IS3133 KING FISHER.

VA0001625257TOMMY   BAHAMA GROUP, INC.

(73)   GP115.

VAu000975988TOMMY   BAHAMA GROUP, INC.

(73)   GP117.

VAu000975987TOMMY   BAHAMA GROUP, INC.

(73)   GP123.

VAu000975985TOMMY   BAHAMA GROUP, INC.

(73)   GP2022.

VAu000975990TOMMY   BAHAMA GROUP, INC.

(73)   GP2024.

VAu000975982TOMMY   BAHAMA GROUP, INC.

(73)   GP2037.

VAu000975992Tommy   Bahama Group, Inc.

(73)   IS3165 KRAIN.

VA0001625267Tommy   Bahama Group, Inc.

(74)   IS3197 EDGAR.

VAu000954851TOMMY   BAHAMA GROUP, INC.

(74)   TB31553.

VA0001653316TOMMY   BAHAMA GROUP, INC.

(74)   TB31558.

VA0001653266TOMMY   BAHAMA GROUP, INC.

(74)   TB31561.

VA0001653254TOMMY   BAHAMA GROUP, INC.

(74)   TB31562.

VA0001653328TOMMY   BAHAMA GROUP, INC.

(74)   TB31564.

VA0001653296  12


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(74)   TB31565.

VA0001653283TOMMY   BAHAMA GROUP, INC.

(74)   TB31569.

VA0001647628TOMMY   BAHAMA GROUP, INC.

(74)   TB31572.

VA0001647645TOMMY   BAHAMA GROUP, INC.

(74)   TB31573.

VA0001647600TOMMY   BAHAMA GROUP, INC.

(74)   TB31575.

VA0001647641TOMMY   BAHAMA GROUP, INC.

(74)   TB31577.

VA0001647649TOMMY   BAHAMA GROUP, INC.

(74)   TB31579.

VA0001653324TOMMY   BAHAMA GROUP, INC.

(74)   TB31585.

VA0001647648TOMMY   BAHAMA GROUP, INC.

(74)   TB31586.

VA0001653336TOMMY   BAHAMA GROUP, INC.

(74)   TB31587.

VA0001653320TOMMY   BAHAMA GROUP, INC.

(74)   TB31588.

VA0001653325TOMMY   BAHAMA GROUP, INC.

(74)   TB31589.

VA0001647643TOMMY   BAHAMA GROUP, INC.

(74)   TB31590.

VA0001658807TOMMY   BAHAMA GROUP, INC.

(74)   TB31593.

VA0001653327TOMMY   BAHAMA GROUP, INC.

(74)   TB31598.

VA0001653323TOMMY   BAHAMA GROUP, INC.

(74)   TB31599.

VA0001653329TOMMY   BAHAMA GROUP, INC.

(74)   TB31601.

VA0001653274TOMMY   BAHAMA GROUP, INC.

(74)   TB31606.

VA0001653339TOMMY   BAHAMA GROUP, INC.

(74)   TB31610.

VA0001647644TOMMY   BAHAMA GROUP, INC.

(74)   TB31618.

VA0001653338TOMMY   BAHAMA GROUP, INC.

(74)   TB9449.

VA0001653284  13


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(74)   TB9450.

VA0001653277TOMMY   BAHAMA GROUP, INC.

(74)   TB9451.

VA0001653286TOMMY   BAHAMA GROUP, INC.

(74)   TB9453.

VA0001653280TOMMY   BAHAMA GROUP, INC.

(74)   TB9455.

VA0001653276TOMMY   BAHAMA GROUP, INC.

(74)   TB9457.

VA0001653289TOMMY   BAHAMA GROUP, INC.

(74)   TB9458.

VA0001653258TOMMY   BAHAMA GROUP, INC.

(74)   TB9459.

VA0001653281TOMMY   BAHAMA GROUP, INC.

(74)   TB9461.

VA0001653267TOMMY   BAHAMA GROUP, INC.

(74)   TB9462.

VA0001653265TOMMY   BAHAMA GROUP, INC.

(74)   TB9463.

VA0001653279TOMMY   BAHAMA GROUP, INC.

(74)   TB9464.

VA0001653246TOMMY   BAHAMA GROUP, INC.

(74)   TB9466.

VA0001653256TOMMY   BAHAMA GROUP, INC.

(74)   TB9469.

VA0001653248TOMMY   BAHAMA GROUP, INC.

(74)   TB9471.

VA0001653282TOMMY   BAHAMA GROUP, INC.

(74)   TB9476.

VA0001653293TOMMY   BAHAMA GROUP, INC.

(74)   TB9477.

VA0001653249TOMMY   BAHAMA GROUP, INC.

(74)   TBYD3439.

VA0001647647TOMMY   BAHAMA GROUP, INC.

(81)   GP129.

VA0001631996TOMMY   BAHAMA GROUP, INC.

(81)   GP130.

VA0001632004TOMMY   BAHAMA GROUP, INC.

(81)   GP142.

VA0001631993TOMMY   BAHAMA GROUP, INC.

(81)   GP2078.

VA0001632005  14


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(81)   GP2088.

VA0001632525TOMMY   BAHAMA GROUP, INC.

(81)   GP2101.

VA0001631998TOMMY   BAHAMA GROUP, INC.

(81)   GP2122.

VA0001631999TOMMY   BAHAMA GROUP, INC.

(81)   GP2130.

VA0001632003TOMMY   BAHAMA GROUP, INC.

(81)   GP422.

VA0001632006TOMMY   BAHAMA GROUP, INC.

(81)   GYD2105.

VA0001632523Tommy   Bahama Group, Inc.

(81)   IS3199 BONSAI.

VAu000954831TOMMY   BAHAMA GROUP, INC.

(81)   TB1221.

VA0001632977TOMMY   BAHAMA GROUP, INC.

(81)   TB2977.

VA0001632976TOMMY   BAHAMA GROUP, INC.

(81)   TB31422.

VA0001632974TOMMY   BAHAMA GROUP, INC.

(81)   TB31631.

VA0001632970TOMMY   BAHAMA GROUP, INC.

(81)   TB31635.

VA0001632971TOMMY   BAHAMA GROUP, INC.

(81)   TB31643.

VA0001632973TOMMY   BAHAMA GROUP, INC.

(81)   TB31646.

VA0001632975TOMMY   BAHAMA GROUP, INC.

(81)   TB31648.

VA0001632978TOMMY   BAHAMA GROUP, INC.

(81)   TB31649.

VA0001634025TOMMY   BAHAMA GROUP, INC.

(81)   TB31654.

VA0001634024TOMMY   BAHAMA GROUP, INC.

(81)   TB31656.

VA0001634023TOMMY   BAHAMA GROUP, INC.

(81)   TB31657.

VA0001634022TOMMY   BAHAMA GROUP, INC.

(81)   TB31660.

VA0001634021TOMMY   BAHAMA GROUP, INC.

(81)   TB31662.

VA0001634026  15


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(81)   TB31667/TB31707.

VA0001634020TOMMY   BAHAMA GROUP, INC.

(81)   TB31668.

VA0001634029TOMMY   BAHAMA GROUP, INC.

(81)   TB31670.

VA0001634028TOMMY   BAHAMA GROUP, INC.

(81)   TB31671.

VA0001634027TOMMY   BAHAMA GROUP, INC.

(81)   TB31672.

VA0001633964TOMMY   BAHAMA GROUP, INC.

(81)   TB31673.

VA0001633976TOMMY   BAHAMA GROUP, INC.

(81)   TB31674.

VA0001633975TOMMY   BAHAMA GROUP, INC.

(81)   TB31676.

VA0001633974TOMMY   BAHAMA GROUP, INC.

(81)   TB31680.

VA0001633973TOMMY   BAHAMA GROUP, INC.

(81)   TB31681.

VA0001633972TOMMY   BAHAMA GROUP, INC.

(81)   TB31689.

VA0001633971TOMMY   BAHAMA GROUP, INC.

(81)   TB31691.

VA0001633970TOMMY   BAHAMA GROUP, INC.

(81)   TB31766.

VA0001633968TOMMY   BAHAMA GROUP, INC.

(81)   TB9366.

VA0001633967TOMMY   BAHAMA GROUP, INC.

(81)   TB9390.

VA0001633966TOMMY   BAHAMA GROUP, INC.

(81)   TB9406.

VA0001633965TOMMY   BAHAMA GROUP, INC.

(81)   TB9408.

VA0001633959TOMMY   BAHAMA GROUP, INC.

(81)   TB9411.

VA0001633958TOMMY   BAHAMA GROUP, INC.

(81)   TB9435.

VA0001633956TOMMY   BAHAMA GROUP, INC.

(81)   TB9457.

VA0001633953TOMMY   BAHAMA GROUP, INC.

(81)   TB9459.

VA0001633950  16


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(81)   TB9482.

VA0001633960TOMMY   BAHAMA GROUP, INC.

(81)   TB9483.

VA0001633951TOMMY   BAHAMA GROUP, INC.

(81)   TB9484/TB31632.

VA0001633949TOMMY   BAHAMA GROUP, INC.

(81)   TB9484/TB31632.

VA0001632972TOMMY   BAHAMA GROUP, INC.

(81)   TB9485.

VA0001633948TOMMY   BAHAMA GROUP, INC.

(81)   TB9486.

VA0001633946TOMMY   BAHAMA GROUP, INC.

(81)   TB9490.

VA0001633955TOMMY   BAHAMA GROUP, INC.

(81)   TB9492.

VA0001633182TOMMY   BAHAMA GROUP, INC.

(81)   TB9493.

VA0001633172TOMMY   BAHAMA GROUP, INC.

(81)   TB9496.

VA0001633173TOMMY   BAHAMA GROUP, INC.

(81)   TB9497.

VA0001633174TOMMY   BAHAMA GROUP, INC.

(81)   TB9498.

VA0001633176TOMMY   BAHAMA GROUP, INC.

(81)   TB9502.

VA0001633181TOMMY   BAHAMA GROUP, INC.

(81)   TB9503.

VA0001633177TOMMY   BAHAMA GROUP, INC.

(81)   TB9504.

VA0001633178TOMMY   BAHAMA GROUP, INC.

(81)   TB9507.

VA0001633179TOMMY   BAHAMA GROUP, INC.

(81)   TB9508.

VA0001633180TOMMY   BAHAMA GROUP, INC.

(81)   TB9512.

VA0001633175TOMMY   BAHAMA GROUP, INC.

(83)   GP2179.

VA0001647558TOMMY   BAHAMA GROUP, INC.

(83)   GP2202.

VA0001647559TOMMY   BAHAMA GROUP, INC.

(83)   GWP149.

VA0001647553  17


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(83)   GWP152.

VA0001647560TOMMY   BAHAMA GROUP, INC.

(83)   GWP154.

VA0001653345TOMMY   BAHAMA GROUP, INC.

(83)   GWP156.

VA0001653351TOMMY   BAHAMA GROUP, INC.

(83)   GWP157.

VA0001653344TOMMY   BAHAMA GROUP, INC.

(83)   GWP161.

VA0001653341TOMMY   BAHAMA GROUP, INC.

(83)   GWP2171.

VA0001647562TOMMY   BAHAMA GROUP, INC.

(83)   GWP2172.

VA0001647563TOMMY   BAHAMA GROUP, INC.

(83)   GWP2185.

VA0001647551TOMMY   BAHAMA GROUP, INC.

(83)   GWP2208.

VA0001647554TOMMY   BAHAMA GROUP, INC.

(83)   T31952.

VA0001653354TOMMY   BAHAMA GROUP, INC.

(83)   T32163.

VA0001653347TOMMY   BAHAMA GROUP, INC.

(83)   T32169.

VA0001653340TOMMY   BAHAMA GROUP, INC.

(83)   T32223.

VA0001653353TOMMY   BAHAMA GROUP, INC.

(83)   T32226.

VA0001653348TOMMY   BAHAMA GROUP, INC.

(83)   T32227.

VA0001653358TOMMY   BAHAMA GROUP, INC.

(83)   TB2990/TB31732.

VA0001647672TOMMY   BAHAMA GROUP, INC.

(83)   TB31747.

VA0001647673TOMMY   BAHAMA GROUP, INC.

(83)   TB31748.

VA0001647670TOMMY   BAHAMA GROUP, INC.

(83)   TB31751.

VA0001647674TOMMY   BAHAMA GROUP, INC.

(83)   TB31761.

VA0001647671TOMMY   BAHAMA GROUP, INC.

(83)   TB31763.

VA0001647668  18


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(83)   TB31776.

VA0001647666TOMMY   BAHAMA GROUP, INC.

(83)   TB31791.

VA0001647667TOMMY   BAHAMA GROUP, INC.

(83)   TB31797.

VA0001647736TOMMY   BAHAMA GROUP, INC.

(83)   TB9510.

VA0001647692TOMMY   BAHAMA GROUP, INC.

(83)   TB9516.

VA0001647695TOMMY   BAHAMA GROUP, INC.

(83)   TB9520.

VA0001647704TOMMY   BAHAMA GROUP, INC.

(83)   TB9523.

VA0001647691TOMMY   BAHAMA GROUP, INC.

(83)   TB9524.

VA0001647693TOMMY   BAHAMA GROUP, INC.

(83)   TB9527.

VA0001647694TOMMY   BAHAMA GROUP, INC.

(83)   TB9528.

VA0001647734TOMMY   BAHAMA GROUP, INC.

(83)   TB9533.

VA0001647669TOMMY   BAHAMA GROUP, INC.

(83)   TB9534.

VA0001647714TOMMY   BAHAMA GROUP, INC.

(83)   TB9536.

VA0001647722TOMMY   BAHAMA GROUP, INC.

(83)   TB9539.

VA0001647717TOMMY   BAHAMA GROUP, INC.

(83)   TB9543.

VA0001647700TOMMY   BAHAMA GROUP, INC.

(83)   TB9544.

VA0001647709TOMMY   BAHAMA GROUP, INC.

(83)   TB9545.

VA0001647727TOMMY   BAHAMA GROUP, INC.

(84)T32291.

VA0001653712TOMMY   BAHAMA GROUP, INC.

(84)T32292.

VA0001653709TOMMY   BAHAMA GROUP, INC.

(84)T32298.

VA0001653707TOMMY   BAHAMA GROUP, INC.

(84)T32307.

VA0001653714  19


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(84)T32323.

VA0001653699TOMMY   BAHAMA GROUP, INC.

(84)TB31816.

VA0001657517TOMMY   BAHAMA GROUP, INC.

(84)TB31819.

VA0001657528TOMMY   BAHAMA GROUP, INC.

(84)TB31827B.

VA0001657534TOMMY   BAHAMA GROUP, INC.

(84)TB31828.

VA0001657495TOMMY   BAHAMA GROUP, INC.

(84)TB31830.

VA0001657511TOMMY   BAHAMA GROUP, INC.

(84)TB31831.

VA0001657538TOMMY   BAHAMA GROUP, INC.

(84)TB31836.

VA0001657540TOMMY   BAHAMA GROUP, INC.

(84)TB31840A.

VA0001657503TOMMY   BAHAMA GROUP, INC.

(84)TB31846.

VA0001657501TOMMY   BAHAMA GROUP, INC.

(84)TB31852.

VA0001657525TOMMY   BAHAMA GROUP, INC.

(84)TB31855.

VA0001657479TOMMY   BAHAMA GROUP, INC.

(84)TB31856.

VA0001657485TOMMY   BAHAMA GROUP, INC.

(84)TB31859.

VA0001657481TOMMY   BAHAMA GROUP, INC.

(84)TB31870.

VA0001657484TOMMY   BAHAMA GROUP, INC.

(84)TB31873.

VA0001653702TOMMY   BAHAMA GROUP, INC.

(84)TB31877.

VA0001657487TOMMY   BAHAMA GROUP, INC.

(84)TB31878.

VA0001657493TOMMY   BAHAMA GROUP, INC.

(84)TB31885.

VA0001657497TOMMY   BAHAMA GROUP, INC.

(84)TB9512.

VA0001657494TOMMY   BAHAMA GROUP, INC.

(84)TB9547.

VA0001657488  20


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(84)TB9548.

VA0001657491TOMMY   BAHAMA GROUP, INC.

(84)TB9555.

VA0001647654TOMMY   BAHAMA GROUP, INC.

(84)TB9556.

VA0001647655TOMMY   BAHAMA GROUP, INC.

(84)TB9559.

VA0001647659TOMMY   BAHAMA GROUP, INC.

(84)TB9561.

VA0001647660TOMMY   BAHAMA GROUP, INC.

(84)TB9562.

VA0001647651TOMMY   BAHAMA GROUP, INC.

(84)TB9564.

VA0001647662TOMMY   BAHAMA GROUP, INC.

(84)TB9569.

VA0001647663TOMMY   BAHAMA GROUP, INC.

(84)TB9574.

VA0001647665TOMMY   BAHAMA GROUP, INC.

(84)TB9575.

VA0001647614TOMMY   BAHAMA GROUP, INC.

(84)TB9576.

VA0001647664TOMMY   BAHAMA GROUP, INC.

(84)TBYD3608.

VA0001653705TOMMY   BAHAMA GROUP, INC.

(84)TBYD3610.

VA0001653676TOMMY   BAHAMA GROUP, INC.

(91)   GP2227.

VA0001657937TOMMY   BAHAMA GROUP, INC.

(91)   T32510.

VA0001659333TOMMY   BAHAMA GROUP, INC.

(91)   T32514.

VA0001659061TOMMY   BAHAMA GROUP, INC.

(91)   T32526.

VA0001659057TOMMY   BAHAMA GROUP, INC.

(91)   T32527.

VA0001659038TOMMY   BAHAMA GROUP, INC.

(91)   T32535.

VA0001659044TOMMY   BAHAMA GROUP, INC.

(91)   T32542.

VA0001659380TOMMY   BAHAMA GROUP, INC.

(91)   T9592.

VA0001659344  21


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(91)   TB20012.

VA0001657948TOMMY   BAHAMA GROUP, INC.

(91)   TB20019.

VA0001657936TOMMY   BAHAMA GROUP, INC.

(91)   TB31447.

VA0001657946TOMMY   BAHAMA GROUP, INC.

(91)   TB31909.

VA0001657945TOMMY   BAHAMA GROUP, INC.

(91)   TB31921.

VA0001657943TOMMY   BAHAMA GROUP, INC.

(91)   TB31926.

VA0001658036TOMMY   BAHAMA GROUP, INC.

(91)   TB31928.

VA0001658025TOMMY   BAHAMA GROUP, INC.

(91)   TB31930.

VA0001658035TOMMY   BAHAMA GROUP, INC.

(91)   TB31931.

VA0001658038TOMMY   BAHAMA GROUP, INC.

(91)   TB31934A/TB31934B.

VA0001661399TOMMY   BAHAMA GROUP, INC.

(91)   TB31935.

VA0001661738TOMMY   BAHAMA GROUP, INC.

(91)   TB31937.

VA0001661735TOMMY   BAHAMA GROUP, INC.

(91)   TB31938.

VA0001661732TOMMY   BAHAMA GROUP, INC.

(91)   TB31943.

VA0001661402TOMMY   BAHAMA GROUP, INC.

(91)   TB31944A+B/TBEM977.

VA0001661442TOMMY   BAHAMA GROUP, INC.

(91)   TB31947.

VA0001661436TOMMY   BAHAMA GROUP, INC.

(91)   TB31948.

VA0001661717TOMMY   BAHAMA GROUP, INC.

(91)   TB31949.

VA0001661727TOMMY   BAHAMA GROUP, INC.

(91)   TB31952.

VA0001661728TOMMY   BAHAMA GROUP, INC.

(91)   TB31955.

VA0001660423TOMMY   BAHAMA GROUP, INC.

(91)   TB31956.

VA0001660420  22


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(91)   TB31958.

VA0001660587TOMMY   BAHAMA GROUP, INC.

(91)   TB31962A.

VA0001660418TOMMY   BAHAMA GROUP, INC.

(91)   TB31964.

VA0001660419TOMMY   BAHAMA GROUP, INC.

(91)   TB31965/TBEM988.

VA0001660417TOMMY   BAHAMA GROUP, INC.

(91)   TB31968.

VA0001660416TOMMY   BAHAMA GROUP, INC.

(91)   TB31977.

VA0001660424TOMMY   BAHAMA GROUP, INC.

(91)   TB31978.

VA0001660422TOMMY   BAHAMA GROUP, INC.

(91)   TB31985.

VA0001660421TOMMY   BAHAMA GROUP, INC.

(91)   TB31987/TBEM8.

VA0001661401TOMMY   BAHAMA GROUP, INC.

(91)   TB9578.

VA0001661412TOMMY   BAHAMA GROUP, INC.

(91)   TB9579.

VA0001661410TOMMY   BAHAMA GROUP, INC.

(91)   TB9581.

VA0001661408TOMMY   BAHAMA GROUP, INC.

(91)   TB9582.

VA0001661405TOMMY   BAHAMA GROUP, INC.

(91)   TB9585.

VA0001661403TOMMY   BAHAMA GROUP, INC.

(91)   TB9586.

VA0001659377TOMMY   BAHAMA GROUP, INC.

(91)   TB9589.

VA0001659340TOMMY   BAHAMA GROUP, INC.

(91)   TB9590.

VA0001659098TOMMY   BAHAMA GROUP, INC.

(91)   TB9595.

VA0001659364TOMMY   BAHAMA GROUP, INC.

(91)   TB9596.

VA0001659368TOMMY   BAHAMA GROUP, INC.

(91)   TB9598.

VA0001661426TOMMY   BAHAMA GROUP, INC.

(91)   TB9599.

VA0001659372  23


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

(91)   TB9605.

VA0001659328TOMMY   BAHAMA GROUP, INC.

(91)   TB9608.

VA0001659049TOMMY   BAHAMA GROUP, INC.

(91)   TB9611.

VA0001659073TOMMY   BAHAMA GROUP, INC.

(91)   TB9612.

VA0001659135TOMMY   BAHAMA GROUP, INC.

(91)   TB9613/TB1238.

VA0001659069TOMMY   BAHAMA GROUP, INC.

(91)   TB9614.

VA0001659065TOMMY   BAHAMA GROUP, INC.

(91)   TB9616.

VA0001659116TOMMY   BAHAMA GROUP, INC.

(91)   TB9617.

VA0001659103TOMMY   BAHAMA GROUP, INC.

(91)   TB9618.

VA0001659336TOMMY   BAHAMA GROUP, INC.

(91)   TB9620.

VA0001659032TOMMY   BAHAMA GROUP, INC.

(91)   TBG EMB68.

VA0001659122TOMMY   BAHAMA GROUP, INC.

(91)   TBG EMB70.

VA0001659083Tommy   Bahama Group, Inc.

Agave   jungle : (64) TB31349.

VA0001404772TOMMY   BAHAMA GROUP, INC.

ALL   SHOOK UP.

VA0001633954Tommy   Bahama Group, Inc.

Amazon   palm : no. (71) TB31407.

VA0001399075Tommy   Bahama Group, Inc.

Anchors   away : no. (61) TB31117.

VAu000700398Tommy   Bahama Group, Inc.

Apertif   : no. (73) TB31528.

VA0001416775Tommy   Bahama Group, Inc.

Aqua   bloom : no. (61) TB9305.

VAu000700417Tommy   Bahama Group, Inc.

Aruba   palms : (54) TBYD3150.

VAu000676353Tommy   Bahama Group, Inc.

Aruban   nights : (54) TB31011/9277.

VAu000676350Tommy   Bahama Group, Inc.

Back   to Pair-A-Dice.

VAu000956412Tommy   Bahama Group, Inc.

Backseat   Grill.

VAu000956416Tommy   Bahama Group, Inc.

Bahama   bam boo : no. (53) TB30456.

VAu000672937Tommy   Bahama Group, Inc.

Bahama   henna : no. (61)TB2784.

VA0001383819Tommy   Bahama Group, Inc.

Baja   breeze : (54) TB31070

VAu000676347  24


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Balinese   blossoms : no. (61)TB31127 (wovens)/TB2809(knits)

VA0001383824Tommy   Bahama Group, Inc.

Bamboo   aboard : no. (61) TB31087.

VAu000700429Tommy   Bahama Group, Inc.

Bamboo   cove : no. (73) TB31490.

VA0001416767Tommy   Bahama Group, Inc.

Bamboo   haku : no. (61) TB31202.

VAu000700438Tommy   Bahama Group, Inc.

Bamboo   island.

VAu000729412Tommy   Bahama Group, Inc.

Banana   tienda : no. (61) TB31088.

VAu000700430Tommy   Bahama Group, Inc.

Bandana   beauty.

VAu000725443TOMMY   BAHAMA GROUP, INC.

BAREFOOT   BAR.

VAu000963177Tommy   Bahama Group, Inc.

Batik la chique : no. (73) TB31488.

VA0001416744Tommy   Bahama Group, Inc.

BBQ   eskew : (64) TB9382/TB9383.

VA0001404756Tommy   Bahama Group, Inc.

Beautiful   orchid.

VAu000729415Tommy   Bahama Group, Inc.

Beautiful   orchid engineered.

VAu000729411Tommy   Bahama Group, Inc.

Beauty   on the beach : (64) TB9385.

VA0001404757Tommy   Bahama Group, Inc.

Bed   with leaf pattern linens.

VAu000647382Tommy   Bahama Group, Inc.

Beyond   the bungalow : no. (61)TB31148.

VA0001383828Tommy   Bahama Group, Inc.

Big   bird.

VAu000665729TOMMY   BAHAMA GROUP, INC.

BILL   COLLECTOR BAR.

VAu000957155Tommy   Bahama Group, Inc.

Bird   is the word : (64) TB9264.

VA0001404769Tommy   Bahama Group, Inc.

Bird   watching : no. 63 TB31264.

VA0001356796Tommy   Bahama Group, Inc.

Birds   afloat : no. (53) TB2727.

VAu000672942Tommy   Bahama Group, Inc.

Bloom   service : no. (61) TB9299

VAu000700414Tommy   Bahama Group, Inc.

Blossoms   galore.

VAu000702559TOMMY   BAHAMA GROUP, INC.

BOARDS   OF A FEATHER.

VAu000957595Tommy   Bahama Group, Inc.

Bombay   blooms : no. (53) TB30951/9251.

VAu000672946Tommy   Bahama Group, Inc.

Bombay   greetings : (63) TB31241.

VA0001356865  25


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Bordeaux   blooms : no. (73) TB31496.

VA0001416756Tommy   Bahama Group, Inc.

Born   to swing.

VAu000685936Tommy   Bahama Group, Inc.

Brighten   beachy : (64) TB9367.

VA0001404762Tommy   Bahama Group, Inc.

Bungalow   blooms : GP108.

VA0001404794Tommy   Bahama Group, Inc.

Bungalow   Blues.

VAu000972581Tommy   Bahama Group, Inc.

Bungalow   Blues Garden.

VAu000956108Tommy   Bahama Group, Inc.

Bungalow   Blues Jamboree.

VAu000956132Tommy   Bahama Group, Inc.

Bungalow   Blues Played in the Shade.

VAu000956139Tommy   Bahama Group, Inc.

Bursting   Bouquet : no. TB (53)30916.

VAu000667410Tommy   Bahama Group, Inc.

Cactus   cantina : (54) TB31009/9547.

VAu000676368Tommy   Bahama Group, Inc.

Calistoga   canopy : no. (73) TB31485.

VA0001416769Tommy   Bahama Group, Inc.

Call   to hula : (63) TB31255.

VA0001356864Tommy   Bahama Group, Inc.

Capri   coast dress and skirt.

VA0001427900Tommy   Bahama Group, Inc.

Capri   coast shirt.

VA0001427892Tommy   Bahama Group, Inc.

Carnival   garden : (71) TB31402.

VA0001404798Tommy   Bahama Group, Inc.

Casa   Blanca ; Azul.

VAu000665719Tommy   Bahama Group, Inc.

Casa   Blanca ; Rojo.

VAu000665720Tommy   Bahama Group, Inc.

Casa   de flora : (64) TB9366.

VA0001404763Tommy   Bahama Group, Inc.

Casa   del Habano : no. (53) TB30928/9545.

VAu000672941Tommy   Bahama Group, Inc.

Casino   Coast : (64) TB31357.

VA0001404776TOMMY   BAHAMA GROUP, INC.

CASTING   CALL.

VAu000957209Tommy   Bahama Group, Inc.

Casual   moments.

VAu000725445Tommy   Bahama Group, Inc.

Cat-chi   : no. (54) TB30981.

VAu000672345Tommy   Bahama Group, Inc.

Cats   meow : no. (54) TB30984.

VAu000672344Tommy   Bahama Group, Inc.

Celebration   : no. TB (53)30954.

VAu000667418Tommy   Bahama Group, Inc.

Chair   affair.

VAu000725444Tommy   Bahama Group, Inc.

Channel   surfer : no. (71) TB9400.

VA0001399057Tommy   Bahama Group, Inc.

Charms   of the kasbah : no. (61)TB31138(wovens)/TB31137(borders)

VA0001383822Tommy   Bahama Group, Inc.

Cherry   blossom dress.

VAu000729416Tommy   Bahama Group, Inc.

Cherry   blossom scarf : no. (64)TW7226.

VAu000734883  26


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Cherry   blossom skirt.

VAu000729414Tommy   Bahama Group, Inc.

Chill   time denim.

VAu000725449Tommy   Bahama Group, Inc.

Citrus   garden : no. (61)TB2790 (knit/TB31145(woven)

VA0001383829Tommy   Bahama Group, Inc.

Clear   flower.

VAu000668308Tommy   Bahama Group, Inc.

Climbing   vines : no. (63)TB31331.

VAu000695531Tommy   Bahama Group, Inc.

Coastline   craze : (54) TB31034/9280.

VAu000676356Tommy   Bahama Group, Inc.

Cocktail   cruise : (63) TB9345.

VA0001356856Tommy   Bahama Group, Inc.

Conga Miranda : T31640 (embroidered shirt)

VAu000744762Tommy   Bahama Group, Inc.

Cool   breeze beauty.

VAu000725440Tommy   Bahama Group, Inc.

Copa   Cabana : GP107.

VA0001404779Tommy   Bahama Group, Inc.

Copabanana   : (71) TB30680.

VA0001404790Tommy   Bahama Group, Inc.

Corsica   cactus : (54) tb31016.

VAu000676337Tommy   Bahama Group, Inc.

Courtly   columns : no. (61)TB31231.

VA0001383816Tommy   Bahama Group, Inc.

Coyote   cove : no. (73) TB31493.

VA0001416764Tommy   Bahama Group, Inc.

Crustacean   formation : no. (71) TB31445/TB9424.

VA0001399064Tommy   Bahama Group, Inc.

Cuban   cove seeker : no. (61) TB9311.

VAu000700418Tommy   Bahama Group, Inc.

Cubano   cascade : no. (61) TB9308.

VAu000700424Tommy   Bahama Group, Inc.

Daily   double : no. T31807.

VAu000750258Tommy   Bahama Group, Inc.

Dancing   daylight : no. (54) TB31063.

VAu000672348Tommy   Bahama Group, Inc.

Del   sol stripe ; Agua.

VAu000665717Tommy   Bahama Group, Inc.

Del   sol stripe ; Limon.

VAu000665718Tommy   Bahama Group, Inc.

Desert   jungle : no. TBW30070

VAu000747021TOMMY   BAHAMA GROUP, INC.

DESERT   PHOENIX.

VAu000957221Tommy   Bahama Group, Inc.

Desert   surf : no. (73) TB31530.

VA0001416758TOMMY   BAHAMA GROUP, INC.

DESPERATE   STEAK KNIVES

VAu000957156Tommy   Bahama Group, Inc.

Destination   relaxation : no. (71) TB9399.

VA0001399065Tommy   Bahama Group, Inc.

Destination   vacation : (71) TB9411.

VA0001396861  27


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Destination   vacation towel : TR727 (towel).

VAu000744769Tommy   Bahama Group, Inc.

Dive &   dash : (64) TB9369.

VA0001404764Tommy   Bahama Group, Inc.

Divers   delight : no. (61) TB9318.

VAu000700406Tommy   Bahama Group, Inc.

Don   Juan de palmo : no. (61) TB31094.

VAu000700399TOMMY   BAHAMA GROUP, INC.

DOWN   SHIFT

VAu000963174Tommy   Bahama Group, Inc.

Dragon   racing : (54) TB31012/9273/9546.

VAu000676341Tommy   Bahama Group, Inc.

Dune   garden : no. (73) TB31531.

VA0001416774Tommy   Bahama Group, Inc.

Early   bird : (64) TB31352.

VA0001404750Tommy   Bahama Group, Inc.

El   Grande : no. (53) TB30949.

VAu000672929TOMMY   BAHAMA GROUP, INC.

EX   PRESIDENTE CAMP.

VAu000957464Tommy   Bahama Group, Inc.

Fade   Out Ave. : no. (61) TB9320.

VAu000700404Tommy   Bahama Group, Inc.

Fall   fronds : no. (63)TB2862.

VAu000695535Tommy   Bahama Group, Inc.

Fan   club : no. (61) TB31116.

VAu000700407Tommy   Bahama Group, Inc.

Fan   mail : no. (73) TB9441.

VA0001416754Tommy   Bahama Group, Inc.

Fanbrella   : no. (61) TB31110.

VAu000700434Tommy   Bahama Group, Inc.

Fantango   : no. (61) TB31076.

VAu000700445Tommy   Bahama Group, Inc.

Fields   of paradise : no. TB(53) 30947.

VAu000667397Tommy   Bahama Group, Inc.

Fiesta   stripe : Azul : And rojo.

VAu000678182Tommy   Bahama Group, Inc.

Filigree   paisley : no. TBW30060.

VAu000747019Tommy   Bahama Group, Inc.

Final   Shakedown.

VAu000960109Tommy   Bahama Group, Inc.

Finding   Reno : (64) TB9374.

VA0001404770Tommy   Bahama Group, Inc.

Fire   floral : no. TB (52)30895.

VAu000667402Tommy   Bahama Group, Inc.

Fire   floral : no. TB(53) 30885 ENG.

VAu000667392TOMMY   BAHAMA GROUP, INC.

FISH &   CHICKS.

VAu000957154Tommy   Bahama Group, Inc.

Fish   n chicks : (64) TB9384.

VA0001404773Tommy   Bahama Group, Inc.

Five   OClock Shadow.

VAu000956727TOMMY   BAHAMA GROUP, INC.

FLAMINGO   LANES.

VAu000957204Tommy   Bahama Group, Inc.

Fleur de force : no. (63)TB2845/31285.

VAu000695530  28


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Fleur   Island : (54) TB31001.

VAu000676358Tommy   Bahama Group, Inc.

Flora   aura : no. (71) TB31415.

VA0001399079Tommy   Bahama Group, Inc.

Flora   bora jacquard.

VA0001427897Tommy   Bahama Group, Inc.

Flora   da keys : no. (53) TB9258.

VAu000672928Tommy   Bahama Group, Inc.

Floral   fiesta : no. (53)30897.

VAu000667409Tommy   Bahama Group, Inc.

Floral   reflections : no. (73) TB31504.

VA0001416752Tommy   Bahama Group, Inc.

Flotilla   : no. (61) TB31077.

VAu000700405Tommy   Bahama Group, Inc.

Fluer   de France : (54) TB9285.

VAu000676355TOMMY   BAHAMA GROUP, INC.

G3046.

VAu000977586TOMMY   BAHAMA GROUP, INC.

G3047.

VAu000977579TOMMY   BAHAMA GROUP, INC.

G3049.

VAu000977582Tommy   Bahama Group, Inc.

Garden   mirage.

VAu000725451Tommy   Bahama Group, Inc.

Garden   of hope & courage/borders of paradise : no. (53) TB30872/TB9264.

VAu000672949Tommy   Bahama Group, Inc.

Garden   of hope & courage, HOL 05 : (54) TB31074.

VAu000676351Tommy   Bahama Group, Inc.

Garden   of hope and courage fall 07 : no. (73) TB31512.

VA0001416760Tommy   Bahama Group, Inc.

Garden   of hope and courage spring 06/bourbon bloom : no. (61) TB31106/9555.

VAu000700440Tommy   Bahama Group, Inc.

Gateway   of India: no. 63 TB31244.

VA0001356795Tommy   Bahama Group, Inc.

Geisha   gardens : no. (61) TB31198.

VAu000700437Tommy   Bahama Group, Inc.

Ginger   lei : no. (61) TB31107.

VAu000700420Tommy   Bahama Group, Inc.

Ginger   sail : no. TB (53)30971.

VAu000667420Tommy   Bahama Group, Inc.

Glass   menagerie : no. (54) TB2761, (54) TB2734, (54) TB30998.

VAu000672352Tommy   Bahama Group, Inc.

Grand   Prix : (64) TB31362.

VA0001404765Tommy   Bahama Group, Inc.

Halelani   view : (64) TB31365.

VA0001404758Tommy   Bahama Group, Inc.

Hammock   lounger : no. (53) TB30835.

VAu000667412Tommy   Bahama Group, Inc.

Havana   Blast Ave. : no. (61) TB9307.

VAu000700412  29


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Havana   heat : no. (61) TB31217/31218.

VAu000700444Tommy   Bahama Group, Inc.

Hawaiiain   ginger.

VAu000685941Tommy   Bahama Group, Inc.

Hawaiian   garden : (64) TB31111.

VA0001404767Tommy   Bahama Group, Inc.

Hawaiian   hiatus : (71) TB9408.

VA0001396863Tommy   Bahama Group, Inc.

Hawaiian   shirt plate.

VAu000685938Tommy   Bahama Group, Inc.

Head   over heels : GP283.

VA0001404795Tommy   Bahama Group, Inc.

Her   split decision.

VAu000725442Tommy   Bahama Group, Inc.

HIBISCUS   AHOY.

VA0001640263Tommy   Bahama Group, Inc.

Hibiscus   blues : no. (61) TB31085.

VAu000700436Tommy   Bahama Group, Inc.

Hibiscus   high road : no. (73) TB9426.

VA0001416761Tommy   Bahama Group, Inc.

Hibiscus   mistress : no. (53) TB30923/9259.

VAu000672953Tommy   Bahama Group, Inc.

Hibiscus   parade : no. (61) TB31204.

VAu000700421Tommy   Bahama Group, Inc.

Hidden   fruit : no. (53) TB2726.

VAu000672933Tommy   Bahama Group, Inc.

Hidden   hibiscus: (64) TB31374.

VA0001404752Tommy   Bahama Group, Inc.

Hidden   hibiscus: (54) TB2774.

VAu000672337Tommy   Bahama Group, Inc.

Highway   to my way : no. (63) TB9360.

VA0001349265Tommy   Bahama Group, Inc.

Hip   trip : no. (73) TB9434.

VA0001416763Tommy   Bahama Group, Inc.

Hokkaido   hibiscus : no. (61) TB31109

VAu000700401Tommy   Bahama Group, Inc.

Holdem &   foldem : (64) TB31361.

VA0001404751Tommy   Bahama Group, Inc.

Honey, I   blew up the pineapple : no. (71) TB9418.

VA0001399077Tommy   Bahama Group, Inc.

Hot   tropics ; Indigo.

VAu000665728Tommy   Bahama Group, Inc.

Hot   tropics ; Mango.

VAu000665727Tommy   Bahama Group, Inc.

Hotel   Bombay Lounge.

VAu000703507Tommy   Bahama Group, Inc.

Hula   lookin at : no. (71) TB9391.

VA0001399068TOMMY   BAHAMA GROUP, INC.

HULA   LOTTA SHAKIN.

VAu000957190Tommy   Bahama Group, Inc.

Hum   a little song.

VAu000702562Tommy   Bahama Group, Inc.

Ink   blossom : no. TBW30077.

VAu000747018Tommy   Bahama Group, Inc.

Ink   blossoms allover : no. (61)TB31225.

VA0001383815  30


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Ink   blossoms : no. (61)TB31220.

VA0001383834Tommy   Bahama Group, Inc.

Ironwork   : no. (64)TW30528, TW60557, TW60227.

VAu000734886Tommy   Bahama Group, Inc.

Island   canopy.

VA0001427895Tommy   Bahama Group, Inc.

Island   canvas : (63) TB9356.

VA0001356863Tommy   Bahama Group, Inc.

Island   flora : no. TBW2023.

VAu000747023Tommy   Bahama Group, Inc.

Island   fronds.

VAu000729410Tommy   Bahama Group, Inc.

Island   grove : (71) TB31428.

VA0001404781Tommy   Bahama Group, Inc.

Island   imprints : no. (53) TB30933.

VAu000672960Tommy   Bahama Group, Inc.

Island   Mirage Ave. : no. (61) TB9330.

VAu000700400Tommy   Bahama Group, Inc.

Island   palm-palms : (63) TB31236.

VA0001356859Tommy   Bahama Group, Inc.

Island   reserve : no. (73) TB31492.

VA0001416742Tommy   Bahama Group, Inc.

Island   rockstar : T31551 (embroidered shirt).

VAu000744763Tommy   Bahama Group, Inc.

Island   shadows.

VAu000729413Tommy   Bahama Group, Inc.

Java   see java do : no. (61) TB9317.

VAu000700402Tommy   Bahama Group, Inc.

Jeans   that rock!

VAu000725450Tommy   Bahama Group, Inc.

Jewel   of the Isle : no. (71) TB31417.

VA0001399058Tommy   Bahama Group, Inc.

Jungle   shakedown.

VAu000703509Tommy   Bahama Group, Inc.

Ka-Bloom   ; Azul.

VAu000665725Tommy   Bahama Group, Inc.

Ka-Bloom   ; Bojo.

VAu000665726Tommy   Bahama Group, Inc.

Kaleidascope   floral

VAu000702564Tommy   Bahama Group, Inc.

King   cone : (54) TB31053.

VAu000676367Tommy   Bahama Group, Inc.

King   of blues : no. (61) TB31216.

VAu000700431Tommy   Bahama Group, Inc.

King   of cool.

VAu000685937Tommy   Bahama Group, Inc.

Kittys   purr : no. (54) TB2738.

VAu000672347Tommy   Bahama Group, Inc.

Knot   a floral shirt.

VA0001427898Tommy   Bahama Group, Inc.

Knot   a floral shirt.

VA0001427893Tommy   Bahama Group, Inc.

LA   to Las Vegas : no. (61) TB31119/9554.

VAu000700410Tommy   Bahama Group, Inc.

Lady   Luau : (64) TB31364.

VA0001404774Tommy   Bahama Group, Inc.

Lanikai   leaves : (64) TB31367.

VA0001404766Tommy   Bahama Group, Inc.

Last   cantina : (54) TB31005.

VAu000676363Tommy   Bahama Group, Inc.

Late   harvest : no. (73) TB31486.

VA0001416779  31


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Lattice   border : no. (64)TW30520.

VAu000734887Tommy   Bahama Group, Inc.

Lava   lounge : (63) TB9333.

VA0001356858Tommy   Bahama Group, Inc.

Leaf   bazaar.

VAu000729409Tommy   Bahama Group, Inc.

Leaf   me here : (64) TB31371.

VA0001404761Tommy   Bahama Group, Inc.

Leaful   weapon : (71) TB9397/TB9413.

VA0001404782Tommy   Bahama Group, Inc.

Leaves   fallin : no. (61) TB9352.

VAu000700409Tommy   Bahama Group, Inc.

Lei   Down & Relax.

VAu000956415Tommy   Bahama Group, Inc.

Lei   n around : no. (61) TB9302.

VAu000700411Tommy   Bahama Group, Inc.

Lein   around : no. (73) TB9435.

VA0001416759Tommy   Bahama Group, Inc.

Leiz   daze : no. (71) TB9394.

VA0001399059Tommy   Bahama Group, Inc.

Linen   on shelves.

VAu000647381Tommy   Bahama Group, Inc.

Linen   reef : (71) TB31447.

VA0001396857Tommy   Bahama Group, Inc.

Linework   floral.

VAu000702561Tommy   Bahama Group, Inc.

Live   bait : no. (53) TB30877/TB9248.

VAu000672952Tommy   Bahama Group, Inc.

Loafers   on end table.

VAu000647368Tommy   Bahama Group, Inc.

Longboard   Cigars.

VAu000958905Tommy   Bahama Group, Inc.

LOON   RIVER (74) TB31570.

VA0001627065Tommy   Bahama Group, Inc.

Lost   and swinging : T31656 (embroidered shirt)

VAu000744766Tommy   Bahama Group, Inc.

Lost   lagoon seeker : no. (61) TB9304.

VAu000700428Tommy   Bahama Group, Inc.

Lotus   maximus : (54) TB31071/9284.

VAu000676357Tommy   Bahama Group, Inc.

Lounge   Wizard

VAu000956423Tommy   Bahama Group, Inc.

Luau   sunset : no. (71) TB31451.

VA0001399071Tommy   Bahama Group, Inc.

Lucky   streak : no. (71) TB9393.

VA0001399066Tommy   Bahama Group, Inc.

Lunar   festival : no. (71) TB31425.

VA0001399073Tommy   Bahama Group, Inc.

Lunar   lotus : (54) TB31054/9286.

VAu000676346Tommy   Bahama Group, Inc.

Madeira   floral : no. TBW30055.

VAu000747015Tommy   Bahama Group, Inc.

Madeira   jacquard : no. TWJ73001.

VAu000747022Tommy   Bahama Group, Inc.

Mai-tie   (dye) : Mango : And lily pad : And indigo.

VAu000678181Tommy   Bahama Group, Inc.

Maiden   Monaco.

VA0001393468Tommy   Bahama Group, Inc.

Man   and his guitar.

VAu000725448  32


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Man   and woman embracing love.

VAu000647375Tommy   Bahama Group, Inc.

Man   and woman embracing on beach.

VAu000647373Tommy   Bahama Group, Inc.

Man   and woman embracing under palm tree.

VAu000647372Tommy   Bahama Group, Inc.

Man   and woman in glasses.

VAu000668305Tommy   Bahama Group, Inc.

Man   and woman in happy embrace.

VAu000647377Tommy   Bahama Group, Inc.

Man   standing in doorway.

VAu000647378Tommy   Bahama Group, Inc.

Manor   de mango : (54) TB31050/9283.

VAu000676342Tommy   Bahama Group, Inc.

Mans   feet in sandals.

VAu000647376Tommy   Bahama Group, Inc.

Mans   watch 10:10.

VAu000647383Tommy   Bahama Group, Inc.

Mardi   Gras mirage : no. (71) TB30557.

VA0001399070Tommy   Bahama Group, Inc.

Margarita   bloom : no. (64) TB31355.

VA0001402541Tommy   Bahama Group, Inc.

Marina   half price : (54) TB9289.

VAu000676360TOMMY   BAHAMA GROUP, INC.

MARLIN   LINE-UP.

VAu000957203TOMMY   BAHAMA GROUP, INC.

MARLIN   MAYHEM

VAu000963176Tommy   Bahama Group, Inc.

Martini   break : no. (71) TB31432.

VA0001399078Tommy   Bahama Group, Inc.

Martini   gras : no. (61) TB31102.

VAu000700439Tommy   Bahama Group, Inc.

Masquerade   mix : no. (71) TB31466.

VA0001399081Tommy   Bahama Group, Inc.

Maximum   over chill : no. (73) TB9428.

VA0001416748Tommy   Bahama Group, Inc.

Medallion   stallion : no. (53) TB30921/9256.

VAu000672934Tommy   Bahama Group, Inc.

Menage   a palms : no. (53) TB30940.

VAu000672938Tommy   Bahama Group, Inc.

Mermaid   on the rocks : TR2017 (tee)

VAu000744768Tommy   Bahama Group, Inc.

Mexican   market ; (53) TB30896 green.

VAu000664534Tommy   Bahama Group, Inc.

Mexican   market : no. (53) TB 30896.

VAu000667405Tommy   Bahama Group, Inc.

Miami   heatwave : no. (71) TB31453.

VA0001399056  33


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Mirage   collage : (71) TB9421.

VA0001396858Tommy   Bahama Group, Inc.

Mirror   palms : (54) TB31019/9279.

VAu000676344Tommy   Bahama Group, Inc.

Mojito   montage : no. (73) TB9427.

VA0001416770Tommy   Bahama Group, Inc.

Monkeys   wild : no. (53) TB30889.

VAu000672935Tommy   Bahama Group, Inc.

Moonlit   jungle : no. TBW30059.

VAu000747032Tommy   Bahama Group, Inc.

Morrow   Bay : no. (71) TB9404.

VA0001399061Tommy   Bahama Group, Inc.

Mosaic   mambo : no. (61) TB31091.

VAu000700408Tommy   Bahama Group, Inc.

Mr. Martini   : no. (71) TB31436.

VA0001401296Tommy   Bahama Group, Inc.

Muscat   mirage : no. (73) TB31494.

VA0001416778Tommy   Bahama Group, Inc.

My   maharaja : no. (61)TB31138(wovens)/ TB31139(border).

VA0001383820Tommy   Bahama Group, Inc.

Native   bird.

VAu000665731TOMMY   BAHAMA GROUP, INC.

NATURAL   BORN GRILLER.

VAu000957193Tommy   Bahama Group, Inc.

Nautical   anchor.

VA0001427890Tommy   Bahama Group, Inc.

Nautical   crest.

VA0001427888Tommy   Bahama Group, Inc.

Networth   : T31650 (embroidered shirt)

VAu000744767Tommy   Bahama Group, Inc.

Never   ending summer : no. 63 TB31297.

VA0001356794Tommy   Bahama Group, Inc.

New   bird.

VAu000665730Tommy   Bahama Group, Inc.

New   horizons : no. (54) TB2753B.

VAu000672340Tommy   Bahama Group, Inc.

Nostalgia   flower : no. TB (53)30900.

VAu000667413Tommy   Bahama Group, Inc.

Nostalgia   Ironwork : no. (53) TB 30931.

VAu000667406Tommy   Bahama Group, Inc.

Nostalgia   : no. TB (53)30901.

VAu000667419Tommy   Bahama Group, Inc.

Oasis   garden : no. (64)TW30537, TW60234, TW14234.

VAu000734884Tommy   Bahama Group, Inc.

Of   Koi-ce : (71) TB31418.

VA0001404800Tommy   Bahama Group, Inc.

Off   Shore Rocket.

VAu000956321Tommy   Bahama Group, Inc.

Off   the deep end : T31641 (embroidered shirt)

VAu000744764  34


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Old   Havanna : no. TB (53)3899A.

VAu000667415Tommy   Bahama Group, Inc.

On   the prowl : no. (53) TB30942/9542.

VAu000672958Tommy   Bahama Group, Inc.

Orchards   blossoms bouquet.

VAu000702560Tommy   Bahama Group, Inc.

Orchid   sanctuary : no. (54) TB31022.

VAu000672349Tommy   Bahama Group, Inc.

Orchid   you out : no. (61) TB31123.

VAu000700413Tommy   Bahama Group, Inc.

Orlando   plume : no. (63) TB31233.

VA0001349267Tommy   Bahama Group, Inc.

Ornamental   flowers : no. (63)TB2878.

VAu000695529Tommy   Bahama Group, Inc.

Pacific   breeze : no. (73) TB31500.

VA0001416753Tommy   Bahama Group, Inc.

Painted   palms : (64) TB31351.

VA0001404748Tommy   Bahama Group, Inc.

Paisley   daze : no. (61)TB31137(woven)/ TB2779(knits).

VA0001383814Tommy   Bahama Group, Inc.

Paisley   of paradise : (63) TB31252.

VA0001356854Tommy   Bahama Group, Inc.

Palm   away : (54) TB31052/9275.

VAu000676362Tommy   Bahama Group, Inc.

Palm   bounty : (54) TB9293.

VAu000676369Tommy   Bahama Group, Inc.

Palm   date : no. (53) TB30922.

VAu000672947Tommy   Bahama Group, Inc.

Palm   de provence : (54) TB2747.

VAu000676366Tommy   Bahama Group, Inc.

Palm   Desert : no. TB31413.

VA0001398906Tommy   Bahama Group, Inc.

Palm   Drive : no. TB30869 : TB2689.

VAu000657926Tommy   Bahama Group, Inc.

Palm   eclipse : no. (53) TB30941.

VAu000672936Tommy   Bahama Group, Inc.

Palm   flings : (71) TB31403.

VA0001404792Tommy   Bahama Group, Inc.

Palm   mirage : no. (61) TB31121.

VAu000700425Tommy   Bahama Group, Inc.

Palm   mirage : no. (64)TW60236, TW14230, TW8282.

VAu000734888Tommy   Bahama Group, Inc.

Palm   O Rama : TR747 (golf towel)

VAu000744759Tommy   Bahama Group, Inc.

Palm   of fame : no. (61) TB31100.

VAu000700422Tommy   Bahama Group, Inc.

Palm   orama : no. (71) TB9406.

VA0001399067Tommy   Bahama Group, Inc.

Palm   portrait : (54) TB31000.

VAu000676339Tommy   Bahama Group, Inc.

Palm   relief : (54) TB9184.

VAu000676338  35


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Palm   Springs postcard : (71) TB31452.

VA0001404793Tommy   Bahama Group, Inc.

Palm   tree jungle.

VA0001427891Tommy   Bahama Group, Inc.

Palm   tree place : no. (61)TB31149(wovens)/ TB2801(knits).

VA0001383823Tommy   Bahama Group, Inc.

Palmas   ; Agua.

VAu000665723Tommy   Bahama Group, Inc.

Palmas   ; Limon.

VAu000665724Tommy   Bahama Group, Inc.

Palms   together : (54) TBYD2118.

VAu000676354Tommy   Bahama Group, Inc.

Palms   unite : no. (73) TB31495.

VA0001416741Tommy   Bahama Group, Inc.

Paradise   camp : no. (73) TB31491.

VA0001416765TOMMY   BAHAMA GROUP, INC.

PARADISE   DISTILLED.

VAu000957208Tommy   Bahama Group, Inc.

Paradise   grand prix.

VAu000703508Tommy   Bahama Group, Inc.

Paradise   Hotel silk scarf.

VA0001427899Tommy   Bahama Group, Inc.

Paradise   Nation.

VAu000956420Tommy   Bahama Group, Inc.

Paradise   nation : no. T20709.

VAu000750261TOMMY   BAHAMA GROUP, INC.

PARADISE   ON TAP.

VAu000957206Tommy   Bahama Group, Inc.

Paradise   plunder.

VAu000713103Tommy   Bahama Group, Inc.

Paradise   Ranch.

VAu000685935Tommy   Bahama Group, Inc.

Paradise   Ranch (54) TB31017/9292.

VAu000676352Tommy   Bahama Group, Inc.

Paradise   vintage : (54) TB31048.

VAu000676364Tommy   Bahama Group, Inc.

Parrots   of the Caribbean : (64) TB31341.

VA0001404755Tommy   Bahama Group, Inc.

Party   on : no. (73) TB9447.

VA0001416750Tommy   Bahama Group, Inc.

Passion   for paradise : no. (73) TB9440.

VA0001416762Tommy   Bahama Group, Inc.

Peach   orchard.

VAu000702567Tommy   Bahama Group, Inc.

Pele   palm : no. (71) TB31456.

VA0001399074Tommy   Bahama Group, Inc.

Pelican   cigar : no. T31769.

VAu000750259Tommy   Bahama Group, Inc.

Perfume   and cologne on table.

VAu000647367Tommy   Bahama Group, Inc.

Phuket   palms : (71) TB31422.

VA0001404791Tommy   Bahama Group, Inc.

Pier   fun : no. (61) TB31080.

VAu000700441Tommy   Bahama Group, Inc.

Pina   piñata : (54) TB31073.

VAu000676340Tommy   Bahama Group, Inc.

Pineapple   express : no. T31715.

VAu000750260Tommy   Bahama Group, Inc.

Pineapple   fiesta : no. (71) TB31450.

VA0001399072  36


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Pineapple   oasis : no. (71) TB31437.

VA0001399062Tommy   Bahama Group, Inc.

Pineapple   pop : no. (54) TB30981, (54) TB31032.

VAu000672346Tommy   Bahama Group, Inc.

Pineapple   progression : no. (53) TB30880/9261.

VAu000672948Tommy   Bahama Group, Inc.

Pineapple   rodeo.

VAu000685934Tommy   Bahama Group, Inc.

Pineapple   row : no. (73) TB31482.

VA0001416771Tommy   Bahama Group, Inc.

Pineapple   splash : (71) TB9409.

VA0001396862Tommy   Bahama Group, Inc.

Pineapple   tumble : no. (71) TB31414.

VA0001399076Tommy   Bahama Group, Inc.

Pineapple   voodoo : no. TB (53)30909.

VAu000667408Tommy   Bahama Group, Inc.

Pineapples   in bowl.

VAu000668306Tommy   Bahama Group, Inc.

Pineapple   salsa : no. (53) TB30769.

VAu000672959Tommy   Bahama Group, Inc.

Pisces   rising : no. (53) TB30887.

VAu000672945Tommy   Bahama Group, Inc.

Place   to be scene : (64) TB9371.

VA0001404760Tommy   Bahama Group, Inc.

Plaiding   it cool : no. (61) TB9309.

VAu000700415Tommy   Bahama Group, Inc.

Playful   poppies : no. (54) TB2741, (54) TB31033.

VAu000672335Tommy   Bahama Group, Inc.

Plumeria   garden : no. (61)TB31229.

VA0001383826Tommy   Bahama Group, Inc.

Plumeria   palace : (64) TB31358.

VA0001404759Tommy   Bahama Group, Inc.

Pollys   vacation : no. 63 TB31279.

VA0001356797Tommy   Bahama Group, Inc.

Ponderosa   pineapples: (64) TB31399.

VA0001404768Tommy   Bahama Group, Inc.

Pool   flower : GP106.

VA0001404788Tommy   Bahama Group, Inc.

Poolside   tropics : (71) TB9405.

VA0001404778Tommy   Bahama Group, Inc.

Pop   of Waikiki : no. (53) TB30952.

VAu000672939Tommy   Bahama Group, Inc.

Porcelain   postcard motif box.

VAu000685939Tommy   Bahama Group, Inc.

Porcelain   postcard motif tray.

VAu000685940Tommy   Bahama Group, Inc.

Portuguese   medallion : no. TBW30064.

VAu000747016Tommy   Bahama Group, Inc.

Pro   Hammock Tester.

VAu000956328Tommy   Bahama Group, Inc.

Proleisure   tour : TR749 (golf towel)

VAu000744770  37


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Prowling   around : (63) TB31256.

VA0001356855Tommy   Bahama Group, Inc.

Que   syrah : no. (73) TB31527.

VA0001416746Tommy   Bahama Group, Inc.

Queen   of Sheba : no. (61)TB31193.

VA0001383817Tommy   Bahama Group, Inc.

Rainforest   retreat : no. (54) TB2752, (54) TB31023.

VAu000672353Tommy   Bahama Group, Inc.

Real   estate : no. (53) TB31043.

VAu000672951Tommy   Bahama Group, Inc.

Relax   resort : (71) TB9420.

VA0001396864Tommy   Bahama Group, Inc.

Relaxcursion   : no. (73) TB9433.

VA0001416743Tommy   Bahama Group, Inc.

Rendezvous   : no. (53) TB2703.

VAu000667414Tommy   Bahama Group, Inc.

Rest &   relaxation : (64) TB9377.

VA0001404775Tommy   Bahama Group, Inc.

Rest   with the best : TR733 (beach towel).

VAu000744760Tommy   Bahama Group, Inc.

(Retail   special) : no. (73) TB31537.

VA0001416751Tommy   Bahama Group, Inc.

(Retail   special) : no. (73) TB31546.

VA0001416768Tommy   Bahama Group, Inc.

Retro   palms : (71) TB31401.

VA0001404789Tommy   Bahama Group, Inc.

Ride   the tip.

VAu000703510TOMMY   BAHAMA GROUP, INC.

RIDEEM   COWBOYS.

VAu000957465Tommy   Bahama Group, Inc.

Riviera   racer : (64) TB31359.

VA0001404745Tommy   Bahama Group, Inc.

Road   princess.

VAu000725446Tommy   Bahama Group, Inc.

Romance   island : no. TB (53)30955.

VAu000667407Tommy   Bahama Group, Inc.

Royal   hibiscus : (64) TB31074.

VA0001404753Tommy   Bahama Group, Inc.

Royal   lush : (54) TB30994.

VAu000676361Tommy   Bahama Group, Inc.

Rug   with plam tree leaf pattern.

VAu000647380Tommy   Bahama Group, Inc.

Rug   with plant vine pattern.

VAu000647379Tommy   Bahama Group, Inc.

Rum   punch : (64) TB31343.

VA0001404746Tommy   Bahama Group, Inc.

Safari   so good : (54) TB2748.

VAu000676365Tommy   Bahama Group, Inc.

Sand   dollar : no. (61) TB9303.

VAu000700443Tommy   Bahama Group, Inc.

Santa   cruise : (54) TB31007.

VAu000676348Tommy   Bahama Group, Inc.

Santa   Cruise : (71) TB9402.

VA0001404777Tommy   Bahama Group, Inc.

Scenic   seeker : no. (61) TB9355.

VAu000700416Tommy   Bahama Group, Inc.

Sea   bubbles: no. (54) TB30993.

VAu000672341Tommy   Bahama Group, Inc.

Sea   gardens : no. (61) TB31079.

VAu000700435Tommy   Bahama Group, Inc.

Sea   you leiter : (71) TB9390.

VA0001404780Tommy   Bahama Group, Inc.

Seaflower   stripe : no. 63 TB31298, TB9364

VA0001356798  38


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Seas   the day.

VAu000713100Tommy   Bahama Group, Inc.

Seascape   : no. (61)TB31232.

VA0001383825Tommy   Bahama Group, Inc.

Seaspray   : (63) TB31295.

VA0001356866Tommy   Bahama Group, Inc.

SeaView   soon : no. (73) TB9431.

VA0001416772Tommy   Bahama Group, Inc.

Shade   lounger : no. (73) TB31503.

VA0001416776Tommy   Bahama Group, Inc.

Shades   of paradise : no. (61)TB31150.

VA0001383827Tommy   Bahama Group, Inc.

Shadow   play (mix) : no. (53) TB30910.

VAu000667401Tommy   Bahama Group, Inc.

Shadowplay   : no. (53) 30911B.

VAu000667400Tommy   Bahama Group, Inc.

Shady   lady.

VAu000725439Tommy   Bahama Group, Inc.

Shark   Date Club.

VAu000685942Tommy   Bahama Group, Inc.

Shes   camera ready.

VAu000725447Tommy   Bahama Group, Inc.

Shore   leave : (64) TB31348.

VA0001404743Tommy   Bahama Group, Inc.

Shore   thing : (63) TB9351.

VA0001356857Tommy   Bahama Group, Inc.

Show   stopper : no. (61) TB31120.

VAu000700433Tommy   Bahama Group, Inc.

Showering   flowers : no. (54) TB2742.

VAu000672336Tommy   Bahama Group, Inc.

Siesta   stamp : no. TB (53)30893.

VAu000667416Tommy   Bahama Group, Inc.

Siesta   stripe : no. (53) TB 30892.

VAu000667403TOMMY   BAHAMA GROUP, INC.

SIGNS   OF LIFE.

VAu000957194Tommy   Bahama Group, Inc.

Silly   for Chantilly : no. (63)TB2871.

VAu000695534Tommy   Bahama Group, Inc.

Sip   back and relax : (71) TB9417.

VA0001396859Tommy   Bahama Group, Inc.

Sip   back and relax : TR748 (Golf towel).

VAu000744761Tommy   Bahama Group, Inc.

Sky   hi : (64) TB9368

VA0001404744Tommy   Bahama Group, Inc.

Soul   in one : (64) TB9248

VA0001404754Tommy   Bahama Group, Inc.

Speckles   and spots.

VAu000702563Tommy   Bahama Group, Inc.

Spice   island floral : no. (54) TB30996

VAu000672350Tommy   Bahama Group, Inc.

Spice   of life.

VAu000702565Tommy   Bahama Group, Inc.

Spin   cycle : (64) TB9380.

VA0001404742Tommy   Bahama Group, Inc.

Splitting   image : no. (63) TB31259.

VA0001349266  39


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

ST.   CROIX LANES.

VAu000957466Tommy   Bahama Group, Inc.

Star   flower.

VAu000702566Tommy   Bahama Group, Inc.

Sugar   blossom : GP113.

VA0001404799Tommy   Bahama Group, Inc.

Sultry   shades : no. (53) TB 30932.

VAu000667404Tommy   Bahama Group, Inc.

Sun   orchid : no. (64)TW65133, TW14209, TW60221.

VAu000734885Tommy   Bahama Group, Inc.

Sunpower   : (54) TBYD3158.

VAu000676336Tommy   Bahama Group, Inc.

Sunrise   shadow : no. (63)TB31385.

VAu000695533Tommy   Bahama Group, Inc.

Sunset   rally : (63) TB9334.

VA0001356868Tommy   Bahama Group, Inc.

Sunset   rally : (71) TB9334.

VA0001404801Tommy   Bahama Group, Inc.

Sunshine   smile : no. (61)TB2791.

VA0001383831Tommy   Bahama Group, Inc.

Sunshine   through the mist : no. (54) TB31062.

VAu000672338Tommy   Bahama Group, Inc.

Sunshine   wink : no. (61)TB2791 knits/TB3114/ wovens.

VA0001383813Tommy   Bahama Group, Inc.

Sweet   silence : no. (54) TB31021.

VAu000672355Tommy   Bahama Group, Inc.

Swinging   palms : no. (53) TB31044.

VAu000672943Tommy   Bahama Group, Inc.

Swizzle   stripe : GP109.

VA0001404797TOMMY   BAHAMA GROUP, INC.

T32321.

VAu000971102TOMMY   BAHAMA GROUP, INC.

T32422.

VAu000971107TOMMY   BAHAMA GROUP, INC.

T32423.

VAu000971109TOMMY   BAHAMA GROUP, INC.

T32439.

VAu000977547Tommy   Bahama Group, Inc.

T32446.

VAu000977545TOMMY   BAHAMA GROUP, INC.

T32488.

VAu000977546Tommy   Bahama Group, Inc.

Tahiti   orchid : no. TBW30055.

VAu000747025Tommy   Bahama Group, Inc.

Tahitian   fields : no. (71) TB9407.

VA0001399069Tommy   Bahama Group, Inc.

Tahitian   sunset.

VA0001427896Tommy   Bahama Group, Inc.

Tails   fo sic sea : no. (73) TB9414.

VA0001416755  40


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Take   a dip : (63) TB31272.

VA0001356867Tommy   Bahama Group, Inc.

Take   me there : no. (54) TB30780.

VAu000672343Tommy   Bahama Group, Inc.

Taravao   leaves : no. TBEM1017.

VAu000747020Tommy   Bahama Group, Inc.

Tarpon   Bay : (71) TB31427.

VA0001396865Tommy   Bahama Group, Inc.

TB   relax wall sign : FH9107 (wall sign)

VAu000744765TOMMY   BAHAMA GROUP, INC.

TBW   2052 LAGUNA VINE.

VAu000961529TOMMY   BAHAMA GROUP, INC.

TBW   2060 HONOLULU FLORAL.

VAu000961531TOMMY   BAHAMA GROUP, INC.

TBW   30112.

VAu000961512TOMMY   BAHAMA GROUP, INC.

TBW   30116 TROICAL TRELLIS STRIPE.

VAu000961517TOMMY   BAHAMA GROUP, INC.

TBW   30133 MOD.

VAu000961514TOMMY   BAHAMA GROUP, INC.

TBW   30143 BAMBOO BEACH.

VAu000961530TOMMY   BAHAMA GROUP, INC.

TBW   30144 70S FLORAL PRINT SCARF.

VAu000961528TOMMY   BAHAMA GROUP, INC.

TBW   30146 PARADISE FLORAL.

VAu000961516TOMMY   BAHAMA GROUP, INC.

TBW2039.

VA0001653488TOMMY   BAHAMA GROUP, INC.

TBW2040.

VA0001653485TOMMY   BAHAMA GROUP, INC.

TBW2047.

VA0001653352TOMMY   BAHAMA GROUP, INC.

TBW2050   70S FLORAL DRESS.

VAu000961547TOMMY   BAHAMA GROUP, INC.

TBW2051   CHAIN PRINT.

VAu000961549TOMMY   BAHAMA GROUP, INC.

TBW2058   BALINESE BREEZE.

VAu000961539TOMMY   BAHAMA GROUP, INC.

TBW2059   ZUMA LEAF.

VAu000961532TOMMY   BAHAMA GROUP, INC.

TBW2062   LATTICE GEO.

VAu000961548TOMMY   BAHAMA GROUP, INC.

TBW2069.

VAu000971963  41


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

TBW2072

VAu000971866TOMMY   BAHAMA GROUP, INC.

TBW2075.

VAu000971933TOMMY   BAHAMA GROUP, INC.

TBW2077.

VAu000971897TOMMY   BAHAMA GROUP, INC.

TBW2078.

VAu000971864TOMMY   BAHAMA GROUP, INC.

TBW2084.

VA0001647581TOMMY   BAHAMA GROUP, INC.

TBW2087.

VA0001647584TOMMY   BAHAMA GROUP, INC.

TBW2089.

VA0001647556TOMMY   BAHAMA GROUP, INC.

TBW2090.

VA0001647579TOMMY   BAHAMA GROUP, INC.

TBW2095.

VA0001647583TOMMY   BAHAMA GROUP, INC.

TBW2096.

VA0001647585TOMMY   BAHAMA GROUP, INC.

TBW2106.

VA0001653563TOMMY   BAHAMA GROUP, INC.

TBW2107.

VA0001653564TOMMY   BAHAMA GROUP, INC.

TBW2115.

VA0001653566TOMMY   BAHAMA GROUP, INC.

TBW30069.

VA0001653359TOMMY   BAHAMA GROUP, INC.

TBW30080.

VA0001653346TOMMY   BAHAMA GROUP, INC.

TBW30082.

VA0001653357TOMMY   BAHAMA GROUP, INC.

TBW30084   : Paisley (Chambray).

VA0001653350TOMMY   BAHAMA GROUP, INC.

TBW30085.

VA0001653487TOMMY   BAHAMA GROUP, INC.

TBW30090.

VA0001653317TOMMY   BAHAMA GROUP, INC.

TBW30091.

VA0001653355TOMMY   BAHAMA GROUP, INC.

TBW30093.

VA0001653319  42


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

TBW30095.

VA0001653489TOMMY   BAHAMA GROUP, INC.

TBW30096.

VA0001653321TOMMY   BAHAMA GROUP, INC.

TBW30099.

VA0001653322TOMMY   BAHAMA GROUP, INC.

TBW30100/02   Moonlit Medallion.

VA0001653478TOMMY   BAHAMA GROUP, INC.

TBW30101.

VA0001653482TOMMY   BAHAMA GROUP, INC.

TBW30104.

VA0001653318TOMMY   BAHAMA GROUP, INC.

TBW30109   PASSION PAISLEY.

VAu000961535TOMMY   BAHAMA GROUP, INC.

TBW30110   70S FLORAL SLEEVELESS.

VAu000961538TOMMY   BAHAMA GROUP, INC.

TBW30118   DAMASK PRINT.

VAu000961533TOMMY   BAHAMA GROUP, INC.

TBW30124   FLORAL SPRAY SHIRT.

VAu000961544TOMMY   BAHAMA GROUP, INC.

TBW30125   RIBBON FLORAL.

VAu000961546TOMMY   BAHAMA GROUP, INC.

TBW30128.

VA0001654442TOMMY   BAHAMA GROUP, INC.

TBW30136   SUMMER SOLSTICE.

VAu000980132TOMMY   BAHAMA GROUP, INC.

TBW30137   SUN DAZE.

VAu000961537TOMMY   BAHAMA GROUP, INC.

TBW30148   ZEBRA PRINT.

VAu000980133TOMMY   BAHAMA GROUP, INC.

TBW30150.

VAu000971879TOMMY   BAHAMA GROUP, INC.

TBW30152.

VAu000971931TOMMY   BAHAMA GROUP, INC.

TBW30155.

VAu000971872TOMMY   BAHAMA GROUP, INC.

TBW30156.

VAu000971874TOMMY   BAHAMA GROUP, INC.

TBW30160.

VAu000971877TOMMY   BAHAMA GROUP, INC.

TBW30164.

VAu000971962  43


CLAIMANT

TITLE

COPYRIGHT NUMBERTOMMY   BAHAMA GROUP, INC.

TBW30171.

VAu000971875TOMMY   BAHAMA GROUP, INC.

TBW30185.

VA0001647552TOMMY   BAHAMA GROUP, INC.

TBW30189.

VA0001647580TOMMY   BAHAMA GROUP, INC.

TBW30195.

VA0001647582TOMMY   BAHAMA GROUP, INC.

TBW30214.

VA0001653658TOMMY   BAHAMA GROUP, INC.

TBW30215.

VA0001653521TOMMY   BAHAMA GROUP, INC.

TBW30216.

VA0001653661TOMMY   BAHAMA GROUP, INC.

TBW30219.

VA0001653568TOMMY   BAHAMA GROUP, INC.

TBW30223.

VA0001653659TOMMY   BAHAMA GROUP, INC.

TBWYD3051.

VA0001653492Tommy   Bahama Group, Inc.

Temptation   floral : no. TB (53)30903.

VAu000667417Tommy   Bahama Group, Inc.

Temptation   floral : no. TB30903.

VAu000747028Tommy   Bahama Group, Inc.

Terrace   tile.

VA0001427889Tommy   Bahama Group, Inc.

Thai   bo : no. (71) TB31457.

VA0001399060Tommy   Bahama Group, Inc.

Thai   that vines : no. (71) TB31419.

VA0001399080Tommy   Bahama Group, Inc.

Thousand   temple border : no. (61)TB31210(knits)/TB2811 (knits)/TB31086(border)

VA0001383832Tommy   Bahama Group, Inc.

Ticket   to relax : no. (53) TB31045.

VAu000672931Tommy   Bahama Group, Inc.

Tie dye mai tai : no.(61) TB9327.

VAu000700432Tommy   Bahama Group, Inc.

Tigris   floral : no. (54) TB2740, (54) TB30983.

VAu000672339Tommy   Bahama Group, Inc.

Tikka   taxi : (63) TB31242.

VA0001356869Tommy   Bahama Group, Inc.

Tiles   of Tangier : no. (61)TB31215.

VA0001383821Tommy   Bahama Group, Inc.

Toast   to libation.

VAu000713102Tommy   Bahama Group, Inc.

Tommy   Bahama-Bull Shot Lounge

VAu000963371  44


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

TOMMY   BAHAMA-FLAGS OF LEISURE.

VAu000963422Tommy   Bahama Group, Inc.

Tommy   Bahama-Just Another Day in Paradise.

VAu000963414Tommy   Bahama Group, Inc.

TOMMY   BAHAMA RELAX.

VAu000956338Tommy   Bahama Group, Inc.

Tommy   on the Boat.

VA0001385338Tommy   Bahama Group, Inc.

Tonal   tide seeker : no. (61) TB9306.

VAu000700423Tommy   Bahama Group, Inc.

Tonal   Tommy : no. (53) TB30882/9252.

VAu000672961Tommy   Bahama Group, Inc.

Toucan   Santa : (64) TB31340.

VA0001409449Tommy   Bahama Group, Inc.

Tour   de lei : (54) TB2745.

VAu000676359TOMMY   BAHAMA GROUP, INC.

TR2240/TR2275.

VAu000971110TOMMY   BAHAMA GROUP, INC.

TR2261.

VAu000977559TOMMY   BAHAMA GROUP, INC.

TR7042G.

VAu000977587TOMMY   BAHAMA GROUP, INC.

TR7044.

VAu000971111TOMMY   BAHAMA GROUP, INC.

TR7047.

VAu000977573TOMMY   BAHAMA GROUP, INC.

TR7050.

VAu000977575TOMMY   BAHAMA GROUP, INC.

TR7051.

VAu000977578TOMMY   BAHAMA GROUP, INC.

TR7053.

VAu000977560TOMMY   BAHAMA GROUP, INC.

TR7054.

VAu000977588Tommy   Bahama Group, Inc.

Treasure   reef : (64) TB31346.

VA0001399044Tommy   Bahama Group, Inc.

Tribal   chevron : no. (63)TB2853.

VAu000695532Tommy   Bahama Group, Inc.

Tropic   view : no. (71) TB31435.

VA0001399063Tommy   Bahama Group, Inc.

Tropical   combustion : no. (53) TB9266.

VAu000672932Tommy   Bahama Group, Inc.

Tropical   garland : no. (54) TB31055, (54) TBYD3169.

VAu000672342Tommy   Bahama Group, Inc.

Tropical   market : no. (61)TB31147.

VA0001383833Tommy   Bahama Group, Inc.

Tropical   maze : no. (73) TB31484.

VA0001416745Tommy   Bahama Group, Inc.

Tropical   tattoo : no. (61)TB2778.

VA0001383818  45


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Tropical   toile : no. (53) TB30891.

VAu000667411Tommy   Bahama Group, Inc.

Tropical   treasure : no. (54) TB30990.

VAu000672354Tommy   Bahama Group, Inc.

Tropical   tsunami : no. (53) TB30946.

VAu000672950Tommy   Bahama Group, Inc.

Tropicali   : (71) TB9412.

VA0001396860Tommy   Bahama Group, Inc.

Tropicana : La Rosa : And azur  [et al.]

VAu000678183Tommy   Bahama Group, Inc.

Tropicana   : Limon : And agua.

VAu000678184Tommy   Bahama Group, Inc.

Tutti   fruity : no. (61)TB31142 (woven)/TB2787(knits)

VA0001383830Tommy   Bahama Group, Inc.

Twice   as nice : no. (53) TB30950.

VAu000672954Tommy   Bahama Group, Inc.

Twin   fantasy : no. (53) TB30917.

VAu000672962TOMMY   BAHAMA GROUP, INC.

TWYD3058.

VA0001653342Tommy   Bahama Group, Inc.

Uke-lady   luau : (54) TB31040.

VAu000676345Tommy   Bahama Group, Inc.

Ukulei-lei   boxer : (54) TB9549.

VAu000676343Tommy   Bahama Group, Inc.

Uma   favorite camp : no. (73) TB31514.

VA0001416747Tommy   Bahama Group, Inc.

Underwater   fantasy : no. (53) TB30934.

VAu000672955Tommy   Bahama Group, Inc.

Undivided   attention : no. (61) TB31089.

VAu000700442Tommy   Bahama Group, Inc.

Uno,   dos palms : (64) TB31353.

VA0001404771Tommy   Bahama Group, Inc.

Upstream   vintage : (54) TBYD3182.

VAu000676349Tommy   Bahama Group, Inc.

Vacation   fascination : no. (73) TB9439.

VA0001416773Tommy   Bahama Group, Inc.

Vacation   station : no. (53) TB31042.

VAu000672930Tommy   Bahama Group, Inc.

Valley   floral : no. (73) TB31507.

VA0001416766Tommy   Bahama Group, Inc.

Valley   Isle : (64) TB31368.

VA0001404747Tommy   Bahama Group, Inc.

Veranda   vista : (64) TB31369.

VA0001399043Tommy   Bahama Group, Inc.

Veranda   Vixen.

VAu000725441Tommy   Bahama Group, Inc.

View   bayou : no. (61) TB31197.

VAu000700419Tommy   Bahama Group, Inc.

Vintage   view : no. (73) TB31499.

VA0001416777Tommy   Bahama Group, Inc.

Viva   Las Flores ; Azul.

VAu000665722  46


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Viva   Las Flores ; Rojo.

VAu000665721Tommy   Bahama Group, Inc.

Volksdragon   : no. (73) TB9429.

VA0001416749Tommy   Bahama Group, Inc.

Wake   n bake : no. (73) TB9437.

VA0001416757Tommy   Bahama Group, Inc.

Walk   the plank : no. (64) TB31342.

VA0001402542Tommy   Bahama Group, Inc.

Waves   of hibiscus light : no. (53) TW 30919.

VAu000667398Tommy   Bahama Group, Inc.

Waves   of hibiscus morningsky spadacini : no. (53) TB 30919.

VAu000667399Tommy   Bahama Group, Inc.

Waves   of hibiscus : no. (53)TB2712.

VAu000667396Tommy   Bahama Group, Inc.

Waving   palms.

VA0001427901Tommy   Bahama Group, Inc.

Weave   no alone : no. (61) TB31093.

VAu000700426Tommy   Bahama Group, Inc.

Welcome   to Bermuda shirt.

VA0001427894Tommy   Bahama Group, Inc.

West   wind : no. (53) TB2713.

VAu000672940Tommy   Bahama Group, Inc.

White   Sands Bocce League.

VAu000956323Tommy   Bahama Group, Inc.

Wild   side floral : no. (54) TB31027, (54) TB14058.

VAu000672351Tommy   Bahama Group, Inc.

Windward   : no. (53) TB30879.

VAu000672944Tommy   Bahama Group, Inc.

Windward   walk : no. (53)TB 2699.

VAu000667394Tommy   Bahama Group, Inc.

Windward   walk : no. (53)TB 30913.

VAu000667393Tommy   Bahama Group, Inc.

Windward   walk : no. (53)TB30913.

VAu000667395Tommy   Bahama Group, Inc.

Without   reservation.

VAu000713101Tommy   Bahama Group, Inc.

Woman   in the wind.

VAu000668304Tommy   Bahama Group, Inc.

Woman   smiling wearing watch.

VAu000668303Tommy   Bahama Group, Inc.

Womans   shoe in iron tray.

VAu000647374Tommy   Bahama Group, Inc.

Women   standing with hands on hips.

VAu000647371Tommy   Bahama Group, Inc.

Womens   shoes on rock.

VAu000647369Tommy   Bahama Group, Inc.

Womens   watch on rock.

VAu000647370Tommy   Bahama Group, Inc.

Wu   garden : no. (61) TB31111.

VAu000700427Tommy   Bahama Group, Inc.

Yacht   on a sunset sail.

VAu000668307Tommy   Bahama Group, Inc.

Yes!   Siam : (71) TB31421.

VA0001404796Tommy   Bahama Group, Inc.

Zanzi   medallion : no. TBW30063.

VAu000747017Tommy   Bahama Group, Inc.

Zanzi   paisley : no. TBW30058.

VAu000747026  47


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Zanzibar.

VAu000703260Tommy   Bahama Group, Inc.

ZEN   TINI.

VAu000965370Tommy   Bahama Group, Inc.

AFICINOADO   DE RELAXO

pendingTommy   Bahama Group, Inc.

A-Gust-of-Floral

pendingTommy   Bahama Group, Inc.

Bahama   Forest

pendingTommy   Bahama Group, Inc.

Ben   Around the World

pendingTommy   Bahama Group, Inc.

Birds   of Paradise

pendingTommy   Bahama Group, Inc.

California   Cove

pendingTommy   Bahama Group, Inc.

Chillin   By Number

pendingTommy   Bahama Group, Inc.

Chillin   With the Stars

pendingTommy   Bahama Group, Inc.

Club   Casbah

pendingTommy   Bahama Group, Inc.

Costa   Palma

pendingTommy   Bahama Group, Inc.

Del   Fuego

pendingTommy   Bahama Group, Inc.

DEPT.   OF FISH & GAMES

pendingTommy   Bahama Group, Inc.

DIVERSIFIED   MUTUAL FUN

pendingTommy   Bahama Group, Inc.

Durbur   Hall Paisley

pendingTommy   Bahama Group, Inc.

Estrella   Nights

pendingTommy   Bahama Group, Inc.

Flip-A-Koi

pendingTommy   Bahama Group, Inc.

Flip-A-Koi

pendingTommy   Bahama Group, Inc.

Frond,   James Frond

pendingTommy   Bahama Group, Inc.

Get   in the Game Spectator

pendingTommy   Bahama Group, Inc.

GRAPE   EXPECTATIONS

pendingTommy   Bahama Group, Inc.

GREEN   PARTY HULA

pendingTommy   Bahama Group, Inc.

HAWAII   50TH ANNIVERSARY

pendingTommy   Bahama Group, Inc.

Hot   House Hibiscus

pendingTommy   Bahama Group, Inc.

Hula   Looking At

pendingTommy   Bahama Group, Inc.

ISLAND   CHOPPERS

pendingTommy   Bahama Group, Inc.

Jean   Luc

pendingTommy   Bahama Group, Inc.

Larger   Than Leaf

pendingTommy   Bahama Group, Inc.

Leaf   of Fortune

pendingTommy   Bahama Group, Inc.

Leaf   of Mine

pendingTommy   Bahama Group, Inc.

Leafing   Las Vegas

pendingTommy   Bahama Group, Inc.

Lotus   Rain

pendingTommy   Bahama Group, Inc.

Malolo

pendingTommy   Bahama Group, Inc.

Marlin   Miranda

pendingTommy   Bahama Group, Inc.

Maui   Mambo

pendingTommy   Bahama Group, Inc.

Miami   Dice

pendingTommy   Bahama Group, Inc.

NEW   YORK SLAMMER

pendingTommy   Bahama Group, Inc.

Paisley   Parkway

pendingTommy   Bahama Group, Inc.

Palm   Dore

pending  48


CLAIMANT

TITLE

COPYRIGHT NUMBERTommy   Bahama Group, Inc.

Paradise   du Jour

pendingTommy   Bahama Group, Inc.

PARADISE   HOPPER

pendingTommy   Bahama Group, Inc.

Paradise   Plummage

pendingTommy   Bahama Group, Inc.

Party   Gras

pendingTommy   Bahama Group, Inc.

Pineapple   Pin-up

pendingTommy   Bahama Group, Inc.

Place   of Winds

pendingTommy   Bahama Group, Inc.

Regal   Roulette

pendingTommy   Bahama Group, Inc.

Revenge   of the Birds

pendingTommy   Bahama Group, Inc.

Road   Trippin

pendingTommy   Bahama Group, Inc.

SAFARI   PREMIUM CIGARS

pendingTommy   Bahama Group, Inc.

Shock   Waves

pendingTommy   Bahama Group, Inc.

SIGNS   OF RELAXATION

pendingTommy   Bahama Group, Inc.

Sir   Toss-a-lot

pendingTommy   Bahama Group, Inc.

STADIUM   BLEND CIGARS

pendingTommy   Bahama Group, Inc.

Sugar   Cane

pendingTommy   Bahama Group, Inc.

Tiki   Palms

pendingTommy   Bahama Group, Inc.

TIKI   TINI LOUNGE

pendingTommy   Bahama Group, Inc.

Tropical   Traveler

pendingTommy   Bahama Group, Inc.

Tropics   of Tini

pendingTommy   Bahama Group, Inc.

Waimea   Bay

pendingTommy   Bahama Group, Inc.

Welcome   to the Jungle

pendingTommy   Bahama Group, Inc.

YOU   CAN TOUCAN LOUNGE

pendingTommy   Bahama Group, Inc.

Zululander

pending  49


SCHEDULE 4  INTELLECTUAL PROPERTY LICENSES  ·License Agreement between Geoffrey Beene, Inc. (Licensor) and Oxford Industries, Inc. (Licensee), dated January 31, 2000 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between Levi Strauss & Co. (Licensor) and Oxford Industries, Inc. (Licensee), dated November 30, 2006 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between L-K Enterprises, LLC (Licensor) and Oxford Industries, Inc. (Licensee), dated December 12, 2001 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between JRA Trademarks Co., Ltd. (Licensor) and Oxford Industries, Inc. (Licensee), dated as of January 1, 2007 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between Levi Strauss & Co. (Licensor) and Oxford Industries, Inc. (Licensee), dated November 30, 2006 (as amended, modified or supplemented on or prior to June 30, 2009); please note that new license agreement being negotiated as of January 31, 2009  ·License Agreement by and between Patch Licensing, LLC (Licensor) and Oxford Industries, Inc. (Licensee), dated as of August 10, 2006 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between Kenneth Cole Productions, Inc. (Licensor) and Oxford Industries, Inc. (Licensee), dated February 19, 2007 (as amended, modified or supplemented on or prior to June 30, 2009)  ·Sublicense Agreement by and among, Kenneth Cole Productions, Inc. (Licensor), Oxford Industries, Inc. (Sublicensor), and Gruner & Company, Inc. (Sublicensee), dated March 25, 2009  (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between Jack Daniels Properties, Inc. (Licensor) and Oxford Industries, Inc. (Licensee), entered September 29, 2008 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between Oxford Industries, Inc. (Licensee) and Dal Dielo LLC (Licensor), entered April 1, 2008 (as amended, modified or supplemented on or prior to June 30, 2009); notice of exercise of termination right delivered by Oxford


Industries, Inc. on or about June 22, 2009, which, subject to the terms and conditions of the license agreement, would become effective thirty (30) days following notice  ·License Agreement by and between Ben Sherman Group, Ltd. (Licensor) and S.F.I. Apparel Corp. (Licensee), entered December 21, 2004  ·License Agreement by and between Ben Sherman Group, Ltd. (Licensor) and Oxford Industries, Inc. (Licensee), entered May 1, 2005 (as amended, modified or supplemented on or prior to June 30, 2009)  ·License Agreement by and between IMG Worldwide, Inc. (Licensor) and Oxford Industries, Inc. (Licensee), entered February 4, 2009 (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of December 31, 2008, between Oxford Industries, Inc. and Gruner & Co., Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 31, 2008, between Oxford Industries, Inc. and Randa Corp. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 1, 2006, between Tommy Bahama Group, Inc. and Advance Watch Company, Ltd. (as amended, modified or supplemented on or prior to June 30, 2009); please note that receipt of fully executed new license agreement between parties pending as of June 30, 2009  ·Trademark License Agreement, dated as of February 2004, between Tommy Bahama Group, Inc. and Altair Eyewear (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of March 10, 2004, between Tommy Bahama Group, Inc. and Emerson Air Comfort Products, a division of Emerson Electric Co. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of June 22, 2004, between Tommy Bahama Group, Inc. and Gemini Cosmetics, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 1, 2004, between Tommy Bahama Group, Inc. and Lexington Furniture Industries, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of February 12, 2007, between Tommy Bahama Group, Inc. and Revman International, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  2


·Trademark License Agreement, dated as of March 10, 2008, between Tommy Bahama Group, Inc. and Down-Lite International, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of May 1, 2008, between Tommy Bahama Group, Inc. and Essential Amenities, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of October 20, 2008, between Tommy Bahama Group, Inc. and P/K Lifestyles, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 9, 2009, between Tommy Bahama Group, Inc. and Bardwil Industries, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of July 1, 2004, between Tommy Bahama Group, Inc. and Shaw Industries, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of December 5, 2005, between Tommy Bahama Group, Inc. and Sidney Frank Importing Company, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of June 1, 2006, between Tommy Bahama Group, Inc. and Ambiance Collections, LLC (as amended, modified or supplemented on or prior to June 30, 2009); please note that termination delivered by Tommy Bahama would have become effective in February 16, 2009 except that Ambiance Collections, LLC filed for bankruptcy shortly prior to the date on which such termination would become effective (bankruptcy case still pending)  ·Trademark License Agreement, dated as of October 3, 2006, between Tommy Bahama Group, Inc. and Badanco Enterprises, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of May 2006, between Tommy Bahama Group, Inc. and Hi-Tex, Inc., d/b/a Crypton Super Fabrics (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of June 29, 2006, between Tommy Bahama Group, Inc. and Sunbury Textile Mills, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  3


·Trademark License Agreement, dated as of March 5, 2007, between Tommy Bahama Group, Inc. and York Wallcoverings, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 12, 2009, between Tommy Bahama Group, Inc. and Meadowcraft, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of April 28, 2009, between Tommy Bahama Group, Inc. and All-luminum Products Inc., d/b/a Rio Brands Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of May 11, 2009, between Tommy Bahama Group, Inc. and totes Isotoner Corporation (as amended, modified or supplemented on or prior to June 30, 2009)  ·Implied licenses exist between Tommy Bahama Group, Inc. and its subsidiaries Tommy Bahama R&R Holdings, Inc., Tommy Bahama Beverages, LLC and Tommy Bahama Texas Beverages, LLC and Tommy Bahama Group, Inc. and Viewpoint Marketing, Inc. with respect to use of the Tommy Bahama and related trademarks in connection with the operation of retail stores and restaurants, an e-Commerce business and/or a gift card business  4


SCHEDULE 5  PATENTS  US Patent Application No. 11/590,690 Stain Resistant Interlining for Clothing; filed October 31, 2006 by Oxford Industries, Inc.  US Provisional Application No. 60/947,507 Shirt with Woven Pleats; filed July 2, 2007 by Oxford Industries, Inc.; Conversion application filed July 2, 2008.


SCHEDULE 6  U.S. TRADEMARKS AND U.S. TRADEMARK LICENSES AND APPLICATIONS FOR REGISTRATION  U.S. Trademarks and Applications for Registration  TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATEARNOLD   BRANT

SFI   of Oxford Acquisition Corporation

74577159

2074835

7/1/97SILVERSTONE

SFI   of Oxford Acquisition Corporation

77057223

3474558

7/29/08ARNOLD   BRANT

SFI   of Oxford Acquisition Corporation

78385288

3115974

7/18/06MARANZONE

SFI   of Oxford Acquisition Corporation

78721972

3285664

8/28/07MARANZONE   UOMO

SFI   of Oxford Acquisition Corporation

78721978

3267761

7/24/07SFI

SFI   of Oxford Acquisition Corporation

75177722

2151434

4/14/98OXFORD

Piedmont   Apparel Corporation

78354017

3003702

10/4/05OXFORD   SHIRTINGS

Piedmont   Apparel Corporation

73729102

1663863

11/5/91LANIER   CLOTHES

Piedmont   Apparel Corporation

73012493

1001567

1/14/75TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78785539

PendingTOMMY   BAHAMA GOLDEN SUN

Tommy   Bahama Group, Inc.

78838489

3552004

12/23/08GOLDEN   SUN

Tommy   Bahama Group, Inc.

78838493

3541961

12/2/08TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78623189

3502989

9/16/08TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78976654

3074797

3/28/06TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78975254

2872869

8/10/04TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78968024

3227991

4/10/07TOMMY   BAHAMA EST. 1993

Tommy   Bahama Group, Inc.

78868344

3274843

8/7/07


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATERELAXTOMMY   BAHAMA RELAX QUALITY SINCE 1993

Tommy   Bahama Group, Inc.

78868314

3264623

7/17/07TOMMY   BAHAMA RELAX

Tommy   Bahama Group, Inc.

78860957

3327650

10/30/07TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78856819

3198912

1/16/07TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78725865

3120783

7/25/06INDIGO   PALMS

Tommy   Bahama Group, Inc.

78718945

3138846

9/5/06TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78623179

3294923

9/18/07OCEANAIRE

Tommy   Bahama Group, Inc.

78601760

3150637

10/3/06WHITE   SAND

Tommy   Bahama Group, Inc.

78838523

3336958

11/13/07TOMMY   BAHAMA WHITE SAND

Tommy   Bahama Group, Inc.

78838511

3332260

11/6/07TOMMY   BAHAMA RELAX

Tommy   Bahama Group, Inc.

78685933

3349637

12/4/07HIBISCUS

Tommy   Bahama Group, Inc.

78470543

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78021272

2641036

10/22/02TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78119245

2704749

4/8/03TOMMY   BAHAMA ISLAND SOFT

Tommy   Bahama Group, Inc.

78042795

2644541

10/29/02INDIGO   PALMS

Tommy   Bahama Group, Inc.

78028577

2816969

2/24/04INDIGO   PALMS DENIM COMPANY

Tommy   Bahama Group, Inc.

78028576

2816968

2/24/04TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78122811

2678331

1/21/03PURVEYOR   OF ISLAND LIFESTYLES

Tommy   Bahama Group, Inc.

78122782

2678330

1/21/03TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78028967

2670281

12/31/02TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78198459

2771892

10/7/03DENIM   FOR ISLAND LIVING

Tommy   Bahama Group, Inc.

78028575

2647238

11/5/02ISLAND   SOFT

Tommy   Bahama Group, Inc.

78064180

2772576

10/7/03TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78107197

2745191

7/29/03RELAX

Tommy   Bahama Group, Inc.

78355031

3495948

9/2/08  2


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATETOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78398489

3075649

4/4/06GRAPHIC

Tommy   Bahama Group, Inc.

78151026

2721567

6/3/03TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78081904

2547466

3/12/02TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78025536

2551210

3/19/02PURVEYOR   OF ISLAND LIFESTYLES

Tommy   Bahama Group, Inc.

78259190

2840371

5/11/04TB   INDIGO PALMS

Tommy   Bahama Group, Inc.

78054599

2854879

6/15/04TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78021333

2925676

2/8/05LIFE   IS ONE LONG WEEKEND

Tommy   Bahama Group, Inc.

78029893

2820384

3/2/04TROPICOTTON

Tommy   Bahama Group, Inc.

78319114

2974038

7/19/05BAHAMA

Tommy   Bahama Group, Inc.

78319077

2988156

8/23/05TOMMY   BAHAMA SHADE MAKER

Tommy   Bahama Group, Inc.

78276251

2862861

7/13/04INDIGO   PALMS

Tommy   Bahama Group, Inc.

78266628

3021725

11/29/05GRAPHIC

Tommy   Bahama Group, Inc.

78199041

2846777

5/25/04TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78193846

2782036

11/11/03ISLAND   EASE

Tommy   Bahama Group, Inc.

78178125

2861432

7/6/04  3


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATETB

Tommy   Bahama Group, Inc.

78171813

2825018

3/23/04ELEPHANT   TRUNKS BY TOMMY BAHAMA

Tommy   Bahama Group, Inc.

78148931

2729260

6/24/03FINE   ISLAND LINENS

Tommy   Bahama Group, Inc.

78128930

2788714

12/2/03TOMMY   BAHAMA AMBER ISLE COLLECTION

Tommy   Bahama Group, Inc.

78116249

2787590

11/25/03BUNGALOW   BRAND

Tommy   Bahama Group, Inc.

78116104

2837238

4/27/04ORIGINAL   ISLAND SPORT

Tommy   Bahama Group, Inc.

78116103

2799214

12/23/03PARADISE   NATION

Tommy   Bahama Group, Inc.

78107207

2856732

6/22/04CAMPOLO

Tommy   Bahama Group, Inc.

78482456

3281062

8/14/07TOMMY   BAHAMA CHALLENGE

Tommy   Bahama Group, Inc.

78402698

3127675

8/8/06TOMMY   BAHAMA CHALLENGE

Tommy   Bahama Group, Inc.

78402659

2986535

8/16/05ISLAND   SOFT

Tommy   Bahama Group, Inc.

78380055

3228437

4/10/07RELAX

Tommy   Bahama Group, Inc.

78354819

3369156

1/15/08BLACK   TIE AT THE BEACH

Tommy   Bahama Group, Inc.

78352007

2995992

9/13/05GRAPHIC

Tommy   Bahama Group, Inc.

78337205

2980252

7/26/05TRAVELERS   RETREAT

Tommy   Bahama Group, Inc.

78335772

2908736

12/7/04GARDEN   OF HOPE AND COURAGE

Tommy   Bahama Group, Inc.

78335270

2908732

12/7/04TORTOLA

Tommy   Bahama Group, Inc.

78327590

2899981

11/2/04RESORT   SHORT

Tommy   Bahama Group, Inc.

78323875

2895905

10/19/04FISHTAIL

Tommy   Bahama Group, Inc.

78323860

2893632

10/12/04ISLAND   LEAGUER

Tommy   Bahama Group, Inc.

78323630

2895903

10/19/04AMBER   ISLE

Tommy   Bahama Group, Inc.

78199042

2863722

7/13/04TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

78021687

2492771

9/25/01  4


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATETB   ADVISED

Tommy   Bahama Group, Inc.

77715371

PendingPRO   LEISURE CONSULTANT

Tommy   Bahama Group, Inc.

77697770

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77333789

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77333785

PendingTOMMY   BAHAMA DENIM

Tommy   Bahama Group, Inc.

77417376

3628279

5/26/09TOMMY   BAHAMAS ISLAND GRILLE COASTAL CUISINE

Tommy   Bahama Group, Inc.

77405973

3628219

5/26/09NEW   FLIP SIDE

Tommy   Bahama Group, Inc.

77713511

PendingTOMMY   BAHAMA THE ISLAND COASTAL CUISINE

Tommy   Bahama Group, Inc.

77394404

PendingPARADISE   AUTHENTIQUE

Tommy   Bahama Group, Inc.

77288622

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77059169

PendingISLAND   ESTATE

Tommy   Bahama Group, Inc.

77445076

PendingISLAND   RETREAT

Tommy   Bahama Group, Inc.

77394919

PendingISLAND   ESTATE

Tommy   Bahama Group, Inc.

77445065

3596332

3/24/09TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77333797

PendingRELAX

Tommy   Bahama Group, Inc.

77089039

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77333793

PendingTOMMY   BAHAMAS ISLAND GRILLE

Tommy   Bahama Group, Inc.

77287045

3565550

1/20/09COTTON   LAWN CHAIR

Tommy   Bahama Group, Inc.

77290133

3551283

12/23/08GET   IT DONE (LATER)

Tommy   Bahama Group, Inc.

77178116

3550931

12/23/08CARNEROS

Tommy   Bahama Group, Inc.

77465808

3546761

12/16/08HEATHERED   PARADISE PEACH

Tommy   Bahama Group, Inc.

77465762

3546758

12/16/08ZIPPED   MARLIN AND ROSSI

Tommy   Bahama Group, Inc.

77465748

3546757

12/16/08ISLAND   TIDE

Tommy   Bahama Group, Inc.

77465680

3546753

12/16/08BERMUDA   SQUARE

Tommy   Bahama Group, Inc.

77465729

3543575

12/9/08BAR   AND GRILL SPECTATOR

Tommy   Bahama Group, Inc.

77465638

3543573

12/9/08ROCKER   CANNON

Tommy   Bahama Group, Inc.

77459255

3543432

12/9/08  5


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATEGAME   SHOT

Tommy   Bahama Group, Inc.

77465790

3540268

12/2/08PURVEYOR   OF ISLAND. LIFESTYLES

Tommy   Bahama Group, Inc.

77141681

PendingKINGSTOWN

Tommy   Bahama Group, Inc.

77313548

3509787

9/30/08MIDNIGHT   DIAMOND

Tommy   Bahama Group, Inc.

77554576

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77128084

3468860

7/15/08TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

77295945

3463895

7/8/08ON   THE ROCKS

Tommy   Bahama Group, Inc.

77465776

PendingLOCALLY   FAMOUS

Tommy   Bahama Group, Inc.

77215744

3381521

2/12/08SET   SAIL

Tommy   Bahama Group, Inc.

77202699

3378279

2/5/08PURVEYOR   OF ISLAND LIFESTYLES

Tommy   Bahama Group, Inc.

77158275

3343667

11/27/07TB   18 GOLF

Tommy   Bahama Group, Inc.

77123365

3338972

11/20/07LEISURE   TECH

Tommy   Bahama Group, Inc.

77123241

3338963

11/20/07TASTE   PARADISE

Tommy   Bahama Group, Inc.

77096403

PendingTOMMY   BAHAMA

Tommy   Bahama Group, Inc.

75978560

2284151

10/5/99TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

75978343

2273118

8/24/99TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

75979672

2381910

8/29/00TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

75976078

2462870

6/19/01BUNGALOW

Tommy   Bahama Group, Inc.

75636815

2455996

5/29/01PARADISE   NATION

Tommy   Bahama Group, Inc.

75597103

2392182

10/3/00TOMMY   BAHAMA BUNGALOW BREW

Tommy   Bahama Group, Inc.

75210782

2112400

11/11/97BUNGALOW   BREW

Tommy   Bahama Group, Inc.

75033536

2122176

12/16/97BUNGALOW   BLONDE

Tommy   Bahama Group, Inc.

75033535

2109682

10/28/97LIFE   IS ONE LONG WEEKEND

Tommy   Bahama Group, Inc.

75147910

2079256

7/15/97TOMMY   BAHAMAS TROPICAL CAFE

Tommy   Bahama Group, Inc.

75267332

2112530

11/11/97LIFE   IS ONE LONG WEEKEND

Tommy   Bahama Group, Inc.

75147905

2100425

9/23/97  6


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATETOMMY   BAHAMA BUNGALOW BLONDE

Tommy   Bahama Group, Inc.

75081308

2100290

9/23/97TOMMY   BAHAMA

Tommy   Bahama Group, Inc.

74303789

1802812

11/2/93WOODMONT

Tommy   Bahama Group, Inc.

77465500

3546750

12/16/08BIRDIE   ZIP BY TOMMY BAHAMA

Tommy   Bahama Group, Inc.

78237657

2947689

5/10/05GRAPHIC

Tommy   Bahama Group, Inc.

78337256

2945394

4/26/05GRAPHIC

Tommy   Bahama Group, Inc.

77762047

PendingOCEAN   CLUB

Tommy   Bahama Group, Inc.

77761507

PendingBRONX   BOMBER

Tommy   Bahama Group, Inc.

77761798

PendingSHIRT   GUARD

Oxford   Industries, Inc.

78961454

PendingECO-COT

Oxford   Industries, Inc.

78930686

3559132

1/6/09ETI

Oxford   Industries, Inc.

78936956

PendingCOLLEGIATE   FIT

Oxford   Industries, Inc.

78794558

3403259

3/25/08OXFORD   GOLF COLLECTION

Oxford   Industries, Inc.

78766553

3399710

3/18/08SOLITUDE   S

Oxford   Industries, Inc.

78743726

PendingSOLITUDE

Oxford   Industries, Inc.

78961464

Pending  7


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATETECHNO   DRY

Oxford   Industries, Inc.

78959315

3256429

6/26/07SOLITUDE

Oxford   Industries, Inc.

78952176

PendingSOLITUDE

Oxford   Industries, Inc.

78931273

PendingBUZY   BEE

Oxford   Industries, Inc.

78794941

PendingRING   FREE

Oxford   Industries, Inc.

78723934

3236105

5/1/07KONA   WIND

Oxford   Industries, Inc.

78695361

3283679

8/21/07BUILT   TO PERFORM

Oxford   Industries, Inc.

78633101

3360498

12/25/07VERI-COOL   BE ACTIVE. STAY COOL

Oxford   Industries, Inc.

78535285

3028941

12/13/05BILLY   LONDON

Oxford   Industries, Inc.

78517495

3134172

8/22/06PERFECT   PRESS

Oxford   Industries, Inc.

78476488

3047065

1/17/06LINELOCK

Oxford   Industries, Inc.

78337590

2968666

7/12/05GO   COLD WATER

Oxford   Industries, Inc.

77512518

PendingAPPAREL   FOR OUR EARTH

Oxford   Industries, Inc.

77456916

PendingENERGY   SAVING APPAREL

Oxford   Industries, Inc.

77456907

PendingLUX   CARE

Oxford   Industries, Inc.

77077766

PendingOXFORD   AMERICA

Oxford   Industries, Inc.

77715342

PendingEARTH   TECH

Oxford   Industries, Inc.

77702011

PendingMETRO   LONDON

Oxford   Industries, Inc.

77365404

PendingSHIRT   FREE

Oxford   Industries, Inc.

77225563

PendingGROOMED   AND FINISHED TO PERFECTION

Oxford   Industries, Inc.

77585890

PendingBILLY   LONDON

Oxford   Industries, Inc.

77573236

PendingGREEN   CARE

Oxford   Industries, Inc.

77288659

PendingENERGY   SAVING

Oxford   Industries, Inc.

77211576

PendingPANT   GUARD

Oxford   Industries, Inc.

77209279

PendingCALIFORNIA   DIAMOND COTTON

Oxford   Industries, Inc.

77585889

PendingLIQUID   COTTON

Oxford   Industries, Inc.

77618639

Pending  8


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATEDUST   FREE

Oxford   Industries, Inc.

77554518

PendingOXFORD   OF LONDON

Oxford   Industries, Inc.

77554510

PendingTRUST   THE TRADITION

Oxford   Industries, Inc.

77128003

3406287

4/1/08ELY   CASUALS

Oxford   Industries, Inc.

76280826

2703121

4/1/03GRAPHIC

Oxford   Industries, Inc.

76551594

3012530

11/8/05POWER   SWING

Oxford   Industries, Inc.

76540278

2983674

8/9/05LIQUID   SILK

Oxford   Industries, Inc.

76530259

3283345

8/21/07EASY   MOTION

Oxford   Industries, Inc.

76530258

2983655

8/9/05ACTION   ARM

Oxford   Industries, Inc.

76530257

2933803

3/15/05WIND   GEAR

Oxford   Industries, Inc.

76530255

2992885

9/6/05OXFORD   GOLF

Oxford   Industries, Inc.

76519622

3014444

11/15/05SUPERFINE   130

Oxford   Industries, Inc.

76509852

3077093

4/4/06THE   LIFETIME COLLAR

Oxford   Industries, Inc.

76454877

2805640

1/13/04SMARTSUIT

Oxford   Industries, Inc.

76397281

3068579

3/14/06LINKS   TECH

Oxford   Industries, Inc.

76035853

2528587

1/8/02SOLITUDE

Oxford   Industries, Inc.

75496966

2386201

9/12/00IMPROMPTU

Oxford   Industries, Inc.

75251851

2118145

12/2/97CUMBERLAND   OUTFITTERS

Oxford   Industries, Inc.

74689426

2031132

1/14/97BERTONI

Oxford   Industries, Inc.

74592754

1952047

1/23/96HOLBROOK

Oxford   Industries, Inc.

74551492

2089513

8/19/97LANA   MODA

Oxford   Industries, Inc.

74299191

1810289

12/7/939   2 8 TO

Oxford   Industries, Inc.

74268033

17161460

3/30/93COUNTRY   CHARMERS

Oxford   Industries, Inc.

74144591

1685405

5/5/92  9


TRADEMARK

OWNER

SERIAL NO.

REG. NO.

REG. DATEELY   PLAINS

Oxford   Industries, Inc.

74143774

1674367

2/4/92ELY   DIAMOND

Oxford   Industries, Inc.

74143649

1690259

6/2/92CATTLEMAN

Oxford   Industries, Inc.

74143636

1731204

11/10/92CATTLEMAN

Oxford   Industries, Inc.

74007488

1605723

7/10/90OXFORD   SHIRTMAKERS

Oxford   Industries, Inc.

73701682

1555819

9/12/89928

Oxford   Industries, Inc.

73339437

1222689

1/4/83LANIER

Oxford   Industries, Inc.

73524879

1386068

3/11/86QUAILBROOK

Oxford   Industries, Inc.

73739076

1524669

2/14/89CROP &   SADDLE

Oxford   Industries, Inc.

73739075

1528387

3/7/89GRAPHIC

Oxford   Industries, Inc.

73736283

1550250

8/1/89CHRISTOPHER   HUNT

Oxford   Industries, Inc.

73676999

1522687

1/31/89PHILLIP   ST. JOHN

Oxford   Industries, Inc.

73432701

1346299

7/2/85TRAIL   GEAR

Oxford   Industries, Inc.

73373735

1244633

7/5/83OAKDALE

Oxford   Industries, Inc.

73373734

1244632

7/5/83T.   AUSTIN

Oxford   Industries, Inc.

73310511

1258607

11/22/83ELY

Oxford   Industries, Inc.

72410888

955223

3/13/73HOLBROOK

Oxford   Industries, Inc.

72318672

917690

8/3/71  10


U.S. Trademark Licenses  ·Trademark License Agreement, dated as of December 31, 2008, between Oxford Industries, Inc. and Gruner & Co., Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 31, 2008, between Oxford Industries, Inc. and Randa Corp. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 1, 2006, between Tommy Bahama Group, Inc. and Advance Watch Company, Ltd. (as amended, modified or supplemented on or prior to June 30, 2009); please note that receipt of fully executed new license agreement between parties pending as of June 30, 2009  ·Trademark License Agreement, dated as of February 2004, between Tommy Bahama Group, Inc. and Altair Eyewear (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of March 10, 2004, between Tommy Bahama Group, Inc. and Emerson Air Comfort Products, a division of Emerson Electric Co. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of June 22, 2004, between Tommy Bahama Group, Inc. and Gemini Cosmetics, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 1, 2004, between Tommy Bahama Group, Inc. and Lexington Furniture Industries, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of February 12, 2007, between Tommy Bahama Group, Inc. and Revman International, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of March 10, 2008, between Tommy Bahama Group, Inc. and Down-Lite International, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  11


·Trademark License Agreement, dated as of May 1, 2008, between Tommy Bahama Group, Inc. and Essential Amenities, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of October 20, 2008, between Tommy Bahama Group, Inc. and P/K Lifestyles, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of January 9, 2009, between Tommy Bahama Group, Inc. and Bardwil Industries, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of July 1, 2004, between Tommy Bahama Group, Inc. and Shaw Industries, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of December 5, 2005, between Tommy Bahama Group, Inc. and Sidney Frank Importing Company, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of June 1, 2006, between Tommy Bahama Group, Inc. and Ambiance Collections, LLC (as amended, modified or supplemented on or prior to June 30, 2009); please note that termination delivered by Tommy Bahama would have become effective in February 16, 2009 except that Ambiance Collections, LLC filed for bankruptcy shortly prior to the date on which such termination would become effective (bankruptcy case still pending)  ·Trademark License Agreement, dated as of October 3, 2006, between Tommy Bahama Group, Inc. and Badanco Enterprises, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of May 2006, between Tommy Bahama Group, Inc. and Hi-Tex, Inc., d/b/a Crypton Super Fabrics (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of June 29, 2006, between Tommy Bahama Group, Inc. and Sunbury Textile Mills, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of March 5, 2007, between Tommy Bahama Group, Inc. and York Wallcoverings, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  12


·Trademark License Agreement, dated as of January 12, 2009, between Tommy Bahama Group, Inc. and Meadowcraft, Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of April 28, 2009, between Tommy Bahama Group, Inc. and All-luminum Products Inc., d/b/a Rio Brands Inc. (as amended, modified or supplemented on or prior to June 30, 2009)  ·Trademark License Agreement, dated as of May 11, 2009, between Tommy Bahama Group, Inc. and totes Isotoner Corporation (as amended, modified or supplemented on or prior to June 30, 2009)  ·Implied licenses exist between Tommy Bahama Group, Inc. and its subsidiaries Tommy Bahama R&R Holdings, Inc., Tommy Bahama Beverages, LLC and Tommy Bahama Texas Beverages, LLC and Tommy Bahama Group, Inc. and Viewpoint Marketing, Inc. with respect to use of the Tommy Bahama and related trademarks in connection with the operation of retail stores and restaurants, an e-Commerce business and/or a gift card business  13


SCHEDULE 7  PLEDGED COMPANIES  Pledgor

Name of Pledged   Company

Type

Certificate   Number

Number of   Shares

Percentage of   Issued and   Outstanding   SharesOxford Industries, Inc.

Tommy   Bahama Group, Inc. (Viewpoint International, Inc.)

Common

A3

2,125

100%Oxford Industries, Inc.

Ben   Sherman Clothing, Inc.

Common

2

1,000

100%Oxford Industries, Inc.

Oxford   Caribbean, Inc.

Common

1

3,000

100%Oxford Industries, Inc.

Lionshead   Clothing Company

Common

1

1,500

100%Oxford Industries, Inc.

Piedmont   Apparel Corporation

Common

1

1,500

100%Oxford Industries, Inc.

Oxford   of South Carolina, Inc.

Common

1

100,000

100%Oxford Industries, Inc.

Oxford   Private Limited of Delaware, Inc.

Common

1

1,500

100%Oxford Industries, Inc.

Oxford   Garment, Inc.

Common

1

3,000

100%Oxford Industries, Inc.

Oxford   International, Inc.

Common

2

99,500

99.5%Oxford Industries, Inc.

Oxford   Lockbox, Inc.

Common

2

1,000

100%Oxford Industries, Inc.

Viewpoint   Marketing, Inc.

Common

2

1,000

100%Oxford Industries, Inc.

Oxford   International, Inc.

Common

001

500

0.5%Oxford Industries, Inc.

SFI   of Oxford Acquisition Corporation

Common

2

1,000

100%Oxford Industries, Inc.

Oxford   (Philippines), Inc.

Capital

009

24,994

3.74%Oxford Industries, Inc.

Oxford   (Philippines), Inc.

Capital

011

1

0.00%Oxford Industries, Inc.

Oxford   of Europe

Ordinary Common

5

65

65%Oxford Industries,

Oxford   Products



6

97,499

64.99%


Pledgor

Name of Pledged   Company

Type

Certificate   Number

Number of   Shares

Percentage of   Issued and   Outstanding   SharesInc.

(International)   LimitedOxford Industries, Inc.

Oxford   de Colon, S.A.



01

1

10%Oxford Industries, Inc.

Oxford   de Colon, S.A.



02

1

10%Oxford Industries, Inc.

Oxford   de Colon, S.A.



03

1

10%Oxford Industries, Inc.

Oxford   de Colon, S.A.



04

1

10%Oxford Industries, Inc.

Oxford   de Colon, S.A.



05

1

10%Oxford Industries, Inc.

Oxford   de Colon, S.A.



06

1

10%Oxford Industries, Inc.

Oxford   de Colon, S.A.



07

1

10%Oxford Industries, Inc.

Manufacturera   de Sonora, S.A. de C.V.



5

100

0.90%Oxford Industries, Inc.

Manufacturera   de Sonora, S.A. de C.V.



5B

10,949

98.20%Oxford Industries, Inc.

Camisas   Bahia Kino, S.A. de C.V.



2B

1,000

90.90%Oxford Industries, Inc.

Camisas   Bahia Kino, S.A. de C.V.



27A

100

9.09%Oxford Industries, Inc.

Industrias   Oxford de Merida, S.A. de C.V.



6

1,000

<0.1%Oxford Industries, Inc.

Industrias   Lanier de Honduras S. de R.L.





Uncertificated

N/ATommy   Bahama Group, Inc. (f/k/a Viewpoint International, Inc.)

Tommy   Bahama R&R Holdings, Inc
.
Common

2

100

100%Tommy   Bahama R&R Holdings, Inc.

Tommy   Bahama Beverages, LLC





Uncertificated

N/ATommy   Bahama

Tommy   Bahama





Uncertificated

N/A  2


Pledgor

Name of Pledged   Company

Type

Certificate   Number

Number of   Shares

Percentage of   Issued and   Outstanding   SharesBeverages, LLC

Texas   Beverages, LLCOxford International, Inc.

Oxford   Products (International) Limited



5

1

<0.1%Oxford International, Inc.

Oxford   Internacional de Guatemala, Sociedad Anonima



004

4

<0.1%Oxford International, Inc.

Manufacturera   de Sonora, S.A. de C.V.



2

100

0.90%Oxford Caribbean, Inc.

Q.R.   Fashions S. de R.L.





Uncertificated

N/A  3


SCHEDULE 8  LIST OF FILING JURISDICTIONS  Entity

JurisdictionsOxford   Industries, Inc.

Georgia   United States Copyright Office   United States Patent and Trademark OfficeOxford   International, Inc.

GeorgiaBen   Sherman Clothing, Inc.

GeorgiaOxford   Garment, Inc.

DelawarePiedmont Apparel Corporation

Delaware   United States Patent and Trademark OfficeLionshead   Clothing Company

DelawareOxford   Caribbean, Inc.

DelawareOxford   Lockbox, Inc.

DelawareSFI   of Oxford Acquisition Corporation

Delaware   United States Patent and Trademark OfficeTommy   Bahama Group, Inc.

Delaware   United States Copyright Office   United States Patent and Trademark OfficeTommy   Bahama R&R Holdings, Inc.

DelawareTommy   Bahama Beverages, LLC

DelawareViewpoint   Marketing, Inc.

FloridaOxford   of South Carolina, Inc.

South CarolinaTommy   Bahama Texas Beverages, LLC

Texas


ANNEX 1 TO SECURITY AGREEMENT FORM OF SUPPLEMENT  Supplement No.          (this Supplement) dated as of                               , 20    , to the Security Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Security Agreement) among 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 U.S. Bank National Association, in its capacity as Collateral Agent for the Secured Parties (together with its successors, Collateral Agent), U.S. Bank National Association as Trustee and each Additional Pari Passu Agent party thereto.  W I T N E S S E T H:  WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement; and  WHEREAS, pursuant to the Indenture or an Additional Pari Passu Agreement, the Company must execute and deliver a supplement to 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 Collateral Agent, for the benefit of Secured Parties;  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 25 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 Collateral Agent, for the benefit of the Secured Parties, a security interest in and security title to all Collateral of such New Grantor 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, U.S. Trademarks and U.S. Trademark Licenses and Applications for Registration, Schedule 7, Pledged Companies and Schedule 8, List of Filing Jurisdictions attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7 and Schedule 8, 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 Collateral Agent 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]  2


IN WITNESS WHEREOF, each New Grantor and Collateral 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:[Name   of Collateral Agent]:[                            ]By:Name:Title:  3


ANNEX II TO SECURITY AGREEMENT  FORM OF ADDITIONAL PARI PASSU JOINDER AGREEMENT  The undersigned (the Additional Pari Passu Agent) is the agent for Persons wishing to become Secured Parties (the New Secured Parties) under the Security Agreement, dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Security Agreement (terms used without definition herein have the meanings assigned to such terms by the Security Agreement)) among Grantors party thereto and U.S. Bank National Association, as Collateral Agent (the Collateral Agent) and the other Security Documents.  In consideration of the foregoing, the undersigned hereby:  (i)represents that the Additional Pari Passu Agent has been authorized by the New Secured Parties to become a party to the Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the New Secured Agreement) and to act as the Additional Pari Passu Agent for the New Secured Parties hereunder and under the Security Agreement;  (ii)acknowledges that the New Secured Parties have had made available to them a copy of the Security Agreement;  (iii)irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of the New Secured Parties and to exercise such powers under the Security Agreement and the other Security Documents as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and  (iv)accepts and acknowledges the terms of the Security Agreement applicable to it and the New Secured Parties and agrees to serve as Additional Pari Passu Agent for the New Secured Parties with respect to the Secured Obligations under the New Secured Agreement and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Security Agreement and the other Security Documents applicable to holders of Secured Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Security Agreement.  The name and address of the representative for purposes of Section 22 of the Security Agreement are as follows:  [name and address of Additional Pari Passu Agent]


IN WITNESS WHEREOF, the undersigned has caused this Additional Pari Passu Joinder Agreement to be duly executed by its authorized officer as of the            day of 20    .  [NAME]By:Name:Title:  2


ANNEX III TO SECURITY AGREEMENT  THE COLLATERAL AGENT AND SECURED PARTY ACKNOWLEDGMENTS(1)  Acknowledgment of Priorities of Security Interests and Liens; Application of Proceeds  (a)Each of the Secured Parties acknowledges and agrees that, notwithstanding the date, time or creation of any Liens securing any of the Secured Obligations under the Security Agreement or the Security Documents, the Secured Obligations shall be equally and ratably secured by the Liens of the Security Agreement and the Security Documents and all Liens securing any of the Secured Obligations (and any proceeds received from the enforcement of any such Liens) shall be for the equal and ratable benefit of all Secured Parties and shall be applied as provided in clause (c) below.  Each Secured Party, by its acceptance of the benefits hereunder and of the Security Documents, agrees for the benefit of the other Secured Parties that, to the extent any additional or substitute collateral for any of the Secured Obligations is delivered by a Grantor to or for the benefit of any Secured Party, such collateral shall be subject to the provisions of this clause (a).  (b)Each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Parties as provided in the Security Agreement and the other Security Documents, or the relative priority of any such Lien.  Each Secured Party consents to the release of Trust Monies from the Collateral Account in accordance with Article 12 of the Indenture.  (c)The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral under this Agreement or any other Security Document (excluding funds deposited with the Trustee or any Additional Pari Passu Agent, in such capacities, in connection with any defeasance or discharge of the Indenture or any Additional Pari Passu Agreement, which shall be applied as provided therein) shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:  FIRST, to the payment of all costs and expenses, liabilities, fees, commissions and taxes paid or payable by the Collateral Agent under this Agreement or any Security Document including, without limitation, the costs and expenses of the Collateral Agent and its agents and counsel,  
 (1)Unless otherwise defined herein, all capitalized terms used herein and defined in the Security Agreement, are used herein as therein defined.


and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith;  SECOND, without duplication of amounts applied pursuant to clause FIRST above, to the payment in full in cash, pro rata, based on the amount of Secured Obligations outstanding under the Indenture and each Additional Pari Passu Agreement and then due and owing to (i) the Trustee to be applied as provided in the Indenture, and (ii) each Additional Pari Passu Agent to be applied as provided in the applicable Additional Pari Passu Agreement; and  THIRD, the balance, if any, to such Grantor or as otherwise directed by a court of competent jurisdiction.  If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Annex III.  Enforcement.  Subject to the Collateral Agents rights under Section 10 of the Agreement, the Required Secured Parties may direct the Collateral Agent in exercising any right or remedy available to the Collateral Agent under this Agreement or any Security Document.  In the absence of any such instruction, the Collateral Agent may (but shall be under no obligation to) exercise such rights and remedies in any manner that complies with Section 10 of the Agreement.  No Secured Party (other than the Collateral Agent) shall have any individual right to pursue any remedies under the Agreement against any Grantor.  2


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 U.S. Bank National Association, in its capacity as Collateral Agent for the Secured Parties (together with its successors, Collateral Agent).  WI T N E S S E T H:  WHEREAS, Grantors shall have executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement dated as of June 30, 2009 (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 Collateral Agent, for the benefit of the Secured Parties, 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.  2.GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, a continuing 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 Intellectual Property Licenses with respect to Copyrights 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 Collateral Agent, the Secured Parties, 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 Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral 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.Collateral Agent hereby authorizes Grantors 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 Collateral 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 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 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 refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement 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 to any Person shall be construed to include such Persons successors and assigns.  Any requirement of a writing contained herein 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.  2


8.INTERCREDITOR AGREEMENT.  Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement), among SunTrust Bank, as ABL Agent, U.S. Bank National Association, as Trustee and as Note Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.  [SIGNATURE PAGE FOLLOWS]  3


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 COMPANYBy:Name:Title:OXFORD   CARIBBEAN, INC.By:Name:Title:OXFORD   GARMENT, INC.By:Name:Title:


OXFORD   INTERNATIONAL, INC.By:Name:Title:OXFORD   OF SOUTH CAROLINA, INC.By:Name:Title:PIEDMONT   APPAREL CORPORATIONBy:Name:Title:SFI   OF OXFORD ACQUISITION CORPORATIONBy:Name:Title:TOMMY   BAHAMA BEVERAGES, LLCBy:Name:Title:TOMMY   BAHAMA R&R HOLDINGS, INC.By:Name:Title:  2


TOMMY   BAHAMA TEXAS BEVERAGES, LLCBy:Name:Title:VIEWPOINT   MARKETING, INC.By:Name:Title:OXFORD   LOCKBOX, INC.By:Name:Title:ACCEPTED   AND ACKNOWLEDGED BY:[U.S.   BANK NATIONAL ASSOCIATION],as   Collateral AgentBy:Name:Title:  3


SCHEDULE I to COPYRIGHT SECURITY AGREEMENT  U.S. COPYRIGHT REGISTRATIONS  Grantor

Country

Copyright

Registration No.

Registration   Date  Intellectual Property 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 U.S. Bank National Association, in its capacity as Collateral Agent for the Secured Parties (together with its successors, Collateral Agent).  WI T N E S S E T H:  WHEREAS, the Grantors shall have executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement dated as of June 30, 2009 (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 Collateral Agent, for the benefit of the Secured Parties, 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.  2.GRANT OF SECURITY INTEREST IN PATENT COLLATERAL.  Each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, a continuing 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 Intellectual Property Licenses with respect to Patents 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 Collateral Agent, the Secured Parties, 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 Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral 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. Without limiting Grantors obligations under this Section 5, Collateral Agent hereby authorizes Grantors 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 Collateral 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 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 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 Patent Security Agreement refer to this Patent Security Agreement as a whole and not to any particular provision of this Patent Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified.  Any reference in this Patent Security Agreement 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 to any Person shall be construed to include such Persons successors and assigns.  Any requirement of a writing contained herein 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.  2


8.INTERCREDITOR AGREEMENT.  Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement), among SunTrust Bank, as ABL Agent, U.S. Bank National Association, as Trustee and as Note Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.  [SIGNATURE PAGE FOLLOWS]  3


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 COMPANYBy:Name:Title:OXFORD   CARIBBEAN, INC.By:Name:Title:


OXFORD   GARMENT, INC.By:Name:Title:OXFORD   INTERNATIONAL, INC.By:Name:Title:OXFORD   OF SOUTH CAROLINA, INC.By:Name:Title:PIEDMONT   APPAREL CORPORATIONBy:Name:Title:SFI   OF OXFORD ACQUISITION CORPORATIONBy:Name:Title:TOMMY   BAHAMA BEVERAGES, LLCBy:Name:Title:  2


TOMMY   BAHAMA R&R HOLDINGS, INC.By:Name:Title:TOMMY   BAHAMA TEXAS BEVERAGES, LLCBy:Name:Title:VIEWPOINT   MARKETING, INC.By:Name:Title:OXFORD   LOCKBOX, INC.By:Name:Title:ACCEPTED   AND ACKNOWLEDGED BY:U.S.   BANK NATIONAL ASSOCIATION,as   Collateral AgentBy:Name:Title:  3


SCHEDULE I to PATENT SECURITY AGREEMENT  U.S. PATENT REGISTRATIONS  Grantor

Patent

Registration No.

Registration Date  Patent Licenses


EXHIBIT C  TRADEMARK SECURITY AGREEMENT  This TRADEMARK SECURITY AGREEMENT (this Trademark 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 U.S. Bank National Association, in its capacity as Collateral Agent for the Secured Parties (together with its successors, Collateral Agent).  WI T N E S S E T H:  WHEREAS, the Grantors shall have executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement dated as of June 30, 2009 (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 Collateral Agent, for the benefit of the Secured Parties, this Trademark 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 Indenture.  2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, a continuing 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 Trademark Collateral):  (a)           all of such Grantors U.S. Trademarks and U.S. Trademark 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 U.S. Trademark or any breach of any U.S. Trademark License.  3.             SECURITY FOR OBLIGATIONS.  This Trademark 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 fore


going, this Trademark 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 Collateral Agent, the Secured Parties, 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 Trademark Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Trademark 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.Collateral Agent hereby authorizes Grantors unilaterally to modify this Agreement by amending Schedule I to include any future U.S. Trademarks of Grantors.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Collateral Agents continuing security interest in all Collateral, whether or not listed on Schedule I.  6.             COUNTERPARTS.  This Trademark 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 Trademark Security Agreement or any other Senior Secured Note 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 Trademark Security Agreement 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 Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Trademark Security Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement 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 to any Person shall be construed to include such Persons successors and assigns.  Any requirement of a writing contained herein 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.  2


8.             INTERCREDITOR AGREEMENT.  Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement), among SunTrust Bank, as ABL Agent, U.S. Bank National Association, as Trustee and as Note Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.  [SIGNATURE PAGE FOLLOWS]  3


IN WITNESS WHEREOF, each Grantor has caused this Trademark 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 COMPANYBy:Name:Title:OXFORD   CARIBBEAN, INC.By:Name:Title:


OXFORD   GARMENT, INC.By:Name:Title:OXFORD   INTERNATIONAL, INC.By:Name:Title:OXFORD   OF SOUTH CAROLINA, INC.By:Name:Title:PIEDMONT   APPAREL CORPORATIONBy:Name:Title:SFI   OF OXFORD ACQUISITION CORPORATIONBy:Name:Title:TOMMY   BAHAMA BEVERAGES, LLCBy:Name:Title:  2


TOMMY   BAHAMA R&R HOLDINGS, INC.By:Name:Title:TOMMY   BAHAMA TEXAS BEVERAGES, LLCBy:Name:Title:VIEWPOINT   MARKETING, INC.By:Name:Title:OXFORD   LOCKBOX, INC.By:Name:Title:ACCEPTED   AND ACKNOWLEDGED BY:U.S.   BANK NATIONAL ASSOCIATION,as   Collateral AgentBy:Name:Title:  3


SCHEDULE I to TRADEMARK SECURITY AGREEMENT  U.S. Trademarks and Applications for Registration  Grantor

Trademark

Registration No.

Registration   Date  U.S. Trademark Licenses


EXHIBIT D  PLEDGED INTERESTS ADDENDUM  This Pledged Interests Addendum, dated as of                          , 20      , is delivered pursuant to Section 7 of the Security Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as June 30, 2009 (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 U.S. Bank National Association, as Collateral Agent.  Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement.  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 Collateral 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 7 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:   Name of   Pledgor

Name of   Pledged   Company

Number of   Shares/Units

Class of   Interests

Percentage of   Class Owned

Certificate   Nos.